TERMS OF SERVICE

1. ACCEPTANCE OF TERMS

By creating an account, accessing our website at https://hyperdrivedigital.io, or using any of our Services, you affirm that you are at least 18 years of age (or the age of majority in your jurisdiction) and have the legal capacity to enter into this binding Agreement.

If you are accessing or using the Services on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and "you" and "your" will refer to that entity.

2. DEFINITIONS

3. ELIGIBILITY AND ACCOUNT REGISTRATION

3.1 Eligibility Requirements

To use the Services, you must:

• Be at least 18 years of age or the age of majority in your jurisdiction;
• Have the legal capacity to enter into binding contracts;
• Not be prohibited from using the Services under applicable law;
• Not be located in, or a resident of, any country subject to U.S. trade sanctions or embargoes;
• Not be identified on any U.S. government list of prohibited or restricted parties.

3.2 Account Registration

To access the Services, you must create an Account by providing accurate, current, and complete information. You agree to:

• Provide truthful and accurate registration information;
• Maintain and promptly update your Account information;
• Maintain the security and confidentiality of your login credentials;
• Notify us immediately of any unauthorized access to or use of your Account;
• Accept responsibility for all activities that occur under your Account.

3.3 Account Types

We may offer different types of Accounts with varying features, limitations, and pricing. Your rights and obligations will depend on your selected Subscription Plan.

4. DESCRIPTION OF SERVICES

Hyperdrive Digital provides a comprehensive digital marketing and business automation platform that includes, but is not limited to:

• Customer relationship management (CRM) tools;
• Marketing automation and campaign management;
• Website and funnel builders;
• Email and SMS marketing capabilities;
• Appointment scheduling and calendar management;
• Payment processing integrations;
• Reporting and analytics dashboards;
• Third-party integrations and API access;
• White-label solutions for agencies;
• Training resources and customer support.

The specific features and capabilities available to you will depend on your selected Subscription Plan. We reserve the right to modify, enhance, or discontinue any features or aspects of the Services at our discretion.

5. ACCOUNT RESPONSIBILITIES

5.1 Security

You are solely responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You must immediately notify us of any breach of security or unauthorized use of your Account.

5.2 Authorized Users

You may allow Authorized Users to access your Account. You are responsible for:

• Ensuring Authorized Users comply with these Terms;
• Maintaining appropriate access controls and permissions;
• The actions and omissions of all Authorized Users;
• Revoking access when individuals are no longer authorized.

5.3 Compliance

You agree to use the Services in compliance with:

• All applicable federal, state, local, and international laws and regulations;
• Industry standards and best practices;
• All third-party terms and conditions that apply to your use of integrated services;
• Our Acceptable Use Policy outlined in Section 7.

6. SUBSCRIPTION PLANS AND BILLING

6.1 Subscription Plans

We offer various Subscription Plans with different features, usage limits, and pricing. You may upgrade, downgrade, or cancel your plan at any time, subject to the terms of your selected billing cycle.

6.2 Fees and Payment

You agree to pay all Fees associated with your Subscription Plan. All Fees are:

• Stated in U.S. Dollars unless otherwise specified;
• Exclusive of any applicable taxes, which you are responsible for paying;
• Non-refundable except as expressly provided in these Terms;
• Subject to change with thirty (30) days' notice.

6.3 Billing Cycles

Subscriptions are billed in advance on a monthly or annual basis, depending on your selection. By providing payment information, you authorize us to charge your payment method automatically on each billing cycle until you cancel your subscription.

6.4 Payment Method

You must provide current, complete, and accurate payment information. You are responsible for updating your payment information to ensure uninterrupted service. If we cannot process payment, we may suspend or terminate your access to the Services.

6.5 Late Payments

If payment is not received by the due date, we reserve the right to:

• Suspend access to your Account and the Services;
• Charge late fees of 1.5% per month (or the maximum allowed by law) on overdue amounts;
• Pursue collection of outstanding balances;
• Terminate your Account after thirty (30) days of non-payment.

6.6 Refund Policy

Fees are generally non-refundable. However, if you cancel within the first seven (7) days of your initial subscription, you may be eligible for a full refund at our discretion. Refunds for subsequent billing periods are not provided, but you may cancel at any time to prevent future charges.

6.7 Price Changes

We may change our Fees at any time. We will provide you with at least thirty (30) days' notice before any price increase takes effect. Your continued use of the Services after the price increase constitutes your acceptance of the new Fees.

7. ACCEPTABLE USE POLICY

7.1 General Prohibitions

You agree not to use the Services to:

7.2 Marketing and Communication Compliance

When using our marketing and communication features, you must comply with all applicable laws, including but not limited to:

• CAN-SPAM Act: You must include accurate sender information, clear subject lines, and a visible unsubscribe mechanism in all commercial emails;
• TCPA (Telephone Consumer Protection Act): You must obtain proper consent before sending automated text messages or making automated calls;
• GDPR and Privacy Laws: You must obtain appropriate consent for data collection and processing and provide necessary privacy disclosures;
• FTC Guidelines: You must clearly disclose material connections and avoid deceptive practices in all marketing communications.

7.3 Prohibited Content

You may not use the Services to create, transmit, or store content that:

7.4 Usage Limits

Your Subscription Plan may include usage limits on features such as contacts, emails, SMS messages, storage, and API calls. You agree to comply with these limits. Excessive usage may result in additional charges, throttling, or suspension of services.

7.5 Enforcement

We reserve the right to investigate and take appropriate action against anyone who violates this Acceptable Use Policy, including removing content, suspending or terminating Accounts, and reporting to law enforcement authorities.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Our Intellectual Property

The Services, including all software, applications, content, design elements, trademarks, logos, and Documentation (collectively, "Hyperdrive Digital IP"), are owned by or licensed to Hyperdrive Digital and are protected by U.S. and international copyright, trademark, patent, trade secret, and other intellectual property laws.

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely in accordance with these Terms. This license does not include any right to:

• Modify, copy, distribute, transmit, display, reproduce, or create derivative works of the Services;
• Reverse engineer, decompile, or disassemble the Services;
• Remove or alter any proprietary notices or labels;
• Use the Services to develop competing products or services;
• License, sell, rent, lease, transfer, or otherwise make the Services available to third parties.

8.2 Trademarks

Hyperdrive Digital, the Hyperdrive Digital logo, and other marks used by us are our trademarks or registered trademarks. You may not use our trademarks without our prior written consent, except as permitted under our Affiliate Program or other express authorization.

8.3 White-Label Rights

If you subscribe to a white-label or agency plan, we grant you limited rights to rebrand certain aspects of the Services for use with your clients, subject to separate terms and restrictions provided in your Subscription Plan documentation.

8.4 Feedback

If you provide us with any suggestions, ideas, enhancement requests, feedback, or recommendations regarding the Services ("Feedback"), you grant us a worldwide, perpetual, irrevocable, royalty-free license to use, modify, and incorporate such Feedback into our products and services without any obligation or compensation to you.

9. USER CONTENT AND DATA

9.1 Your Content

You retain all rights, title, and interest in and to your Customer Data. You are solely responsible for the accuracy, quality, legality, and appropriateness of your Customer Data.

9.2 License to Your Content

By submitting Customer Data to the Services, you grant us a worldwide, non-exclusive, royalty-free license to use, copy, store, transmit, display, and process your Customer Data solely as necessary to:

• Provide, maintain, and improve the Services;
• Comply with applicable laws and legal processes;
• Enforce these Terms and protect our rights;
• Prevent fraud and ensure security.

9.3 Data Ownership and Control

You own your Customer Data. You may export your data at any time through the Services. Upon termination of your Account, we will delete your Customer Data within ninety (90) days, except as required for legal compliance or backup purposes.

9.4 Data Security

We implement reasonable administrative, physical, and technical safeguards designed to protect your Customer Data. However, no security system is impenetrable, and we cannot guarantee the absolute security of your data.

9.5 Data Processing

We process your Customer Data in accordance with applicable data protection laws. For details about our data practices, please review our Privacy Policy and Data Processing Agreement.

9.6 Backups

While we perform regular backups of data stored in our Services, you are responsible for maintaining your own backup copies of your Customer Data. We are not liable for any loss or corruption of your data.

10. THIRD-PARTY SERVICES AND LINKS

10.1 Third-Party Integrations

The Services may integrate with or provide access to third-party applications, services, and websites ("Third-Party Services"). Your use of Third-Party Services is subject to their own terms and conditions and privacy policies.

10.2 No Endorsement

We do not control, endorse, or assume responsibility for any Third-Party Services. We make no warranties or representations about the accuracy, completeness, or reliability of Third-Party Services.

10.3 Third-Party Terms

You are responsible for reading and complying with any terms and conditions imposed by Third-Party Services. Your interactions with Third-Party Services are solely between you and the third party.

10.4 Data Sharing

When you authorize integration with Third-Party Services, you may be allowing those services to access your Customer Data. We are not responsible for the data practices of Third-Party Services.

11. SERVICE AVAILABILITY AND MODIFICATIONS

11.1 Service Availability

We strive to provide reliable access to the Services, but we do not guarantee that the Services will be available at all times or without interruption. The Services may be unavailable due to:

• Scheduled or emergency maintenance;
• Technical difficulties or system failures;
• Factors beyond our reasonable control, including third-party service provider issues;
• Security incidents or necessary protective measures.

11.2 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, with or without notice. We may also impose limits on certain features or restrict access to parts or all of the Services.

11.3 Updates and Upgrades

We may automatically update the Services to add new features, fix bugs, improve performance, or enhance security. Some updates may change or remove features you currently use.

11.4 No Liability for Changes

We will not be liable to you or any third party for any modification, suspension, or discontinuance of the Services, except as expressly required by law.

12. TERMINATION AND SUSPENSION

12.1 Termination by You

You may cancel your subscription and terminate this Agreement at any time through your Account settings or by contacting our support team. Cancellation will be effective at the end of your current billing period, and you will not be charged for subsequent periods.

12.2 Termination by Us

We may suspend or terminate your access to the Services immediately, without prior notice, if:

• You breach any provision of these Terms;
• Your Account is delinquent on payment;
• Your use of the Services poses a security risk or violates applicable laws;
• You engage in fraudulent, abusive, or illegal activities;
• We are required to do so by law or legal process;
• We discontinue the Services to all users.

12.3 Effect of Termination

Upon termination:

• Your right to access and use the Services immediately ceases;
• You remain responsible for all Fees incurred up to the termination date;
• You must cease all use of our Intellectual Property;
• We may delete your Account and Customer Data in accordance with our data retention policies;
• Sections of these Terms that by their nature should survive will continue to apply.

12.4 Data Retrieval

Upon termination, you may export your Customer Data for thirty (30) days. After this period, we may permanently delete your data. We are not obligated to retain or provide access to your data after this grace period.

12.5 Surviving Provisions

The following sections survive termination: Sections 8 (Intellectual Property), 9 (User Content and Data, with respect to licenses granted), 13 (Disclaimers), 14 (Limitation of Liability), 15 (Indemnification), 16 (Dispute Resolution), 17 (Confidentiality), and 20 (General Provisions).

13. WARRANTIES AND DISCLAIMERS

13.1 Limited Warranty

We warrant that the Services will perform substantially in accordance with the Documentation under normal use. This warranty is valid for thirty (30) days from the date you first access the Services. Your sole remedy for breach of this warranty is for us to use commercially reasonable efforts to correct the issue or, if we cannot, to refund prepaid Fees for the defective Services.

13.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 13.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT:

• THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;
• THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
• ANY RESULTS OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE;
• ANY ERRORS IN THE SERVICES WILL BE CORRECTED;
• THE SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

13.3 Third-Party Disclaimer

We make no representations or warranties about Third-Party Services, and we disclaim all liability for your use of such services.

13.4 No Advice

Any information or advice provided through the Services is for general informational purposes only and should not be relied upon as professional, legal, financial, or technical advice.

14. LIMITATION OF LIABILITY

14.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HYPERDRIVE DIGITAL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION:

• LOSS OF PROFITS, REVENUE, DATA, OR USE;
• LOSS OF BUSINESS OR BUSINESS OPPORTUNITIES;
• BUSINESS INTERRUPTION;
• LOSS OF GOODWILL OR REPUTATION;
• COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF:

• (A) THE TOTAL FEES PAID BY YOU TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR
• (B) ONE HUNDRED DOLLARS ($100.00).

14.3 Basis of Bargain

You acknowledge that the limitations of liability in this Section 14 are fundamental elements of the basis of the bargain between you and Hyperdrive Digital, and that we would not be able to provide the Services on an economically reasonable basis without these limitations.

14.4 Exceptions

The limitations in this Section 14 do not apply to liability arising from:

• Our gross negligence or willful misconduct;
• Death or personal injury caused by our negligence;
• Fraud or fraudulent misrepresentation;
• Any liability that cannot be limited or excluded under applicable law.

15. INDEMNIFICATION

15.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless Hyperdrive Digital, its affiliates, and their respective officers, directors, employees, agents, licensors, and suppliers from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or related to:

• Your use or misuse of the Services;
• Your violation of these Terms;
• Your violation of any applicable law or regulation;
• Your violation of any third-party rights, including intellectual property rights, privacy rights, or publicity rights;
• Your Customer Data or any content you submit through the Services;
• Any claim that your use of the Services caused harm to a third party;
• The actions or omissions of your Authorized Users.

15.2 Defense and Settlement

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you will cooperate with us in asserting any available defenses. You may not settle any claim without our prior written consent.

15.3 Notice

We will notify you promptly of any claim for which we seek indemnification and will provide reasonable cooperation in the defense of such claim at your expense.

16. DISPUTE RESOLUTION AND ARBITRATION

16.1 Informal Resolution

Before filing a formal claim, you agree to contact us at [email protected] and attempt to resolve any dispute informally. We will attempt to resolve the dispute through good faith negotiations for a period of thirty (30) days.

16.2 Binding Arbitration

If we cannot resolve a dispute informally, any claim, dispute, or controversy arising out of or relating to these Terms or the Services will be resolved exclusively through binding arbitration, except as provided in Section 16.5.

The arbitration will be conducted by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration will take place in the jurisdiction where Hyperdrive Digital is registered, or another mutually agreed location.

16.3 Arbitration Procedures

• The arbitration shall be conducted by a single arbitrator;
• The arbitrator's decision will be final and binding;
• Judgment on the arbitration award may be entered in any court with jurisdiction;
• Each party will bear its own costs of arbitration unless the arbitrator determines otherwise;
• The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.

16.4 Class Action Waiver

YOU AND HYPERDRIVE DIGITAL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR COLLECTIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND HYPERDRIVE DIGITAL AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS, REPRESENTATIVE, OR COLLECTIVE PROCEEDING.

16.5 Exceptions to Arbitration

Either party may bring a claim in small claims court if it qualifies. Additionally, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights.

16.6 Governing Law

These Terms and any dispute arising from or relating to the Services shall be governed by and construed in accordance with the laws of the state where Hyperdrive Digital LLC is registered, without regard to its conflict of law provisions.

16.7 Opt-Out

You may opt out of the arbitration agreement within thirty (30) days of first accepting these Terms by sending written notice to [email protected] stating your name, address, and intention to opt out of the arbitration provision.

17. CONFIDENTIALITY

17.1 Definition

Confidential Information includes all non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

17.2 Obligations

Each party agrees to:

• Maintain the confidentiality of the other party's Confidential Information;
• Use Confidential Information only for the purposes authorized by these Terms;
• Not disclose Confidential Information to third parties without prior written consent;
• Use the same degree of care to protect Confidential Information as it uses for its own confidential information, but no less than reasonable care.

17.3 Exceptions

These confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of these Terms;
• Was rightfully known to the receiving party before disclosure;
• Is rightfully received by the receiving party from a third party without breach of confidentiality obligations;
• Is independently developed by the receiving party without use of the Confidential Information;
• Must be disclosed pursuant to law, court order, or legal process (with prior notice to the disclosing party if legally permitted).

17.4 Term

These confidentiality obligations survive termination of these Terms for a period of three (3) years.

18. DATA PROTECTION AND PRIVACY

18.1 Privacy Policy

Our collection and use of personal information in connection with the Services is described in our Privacy Policy, available at https://hyperdrivedigital.io/privacy-policy. By using the Services, you consent to our data practices as described in the Privacy Policy.

18.2 Data Processing

To the extent you provide us with personal data of your customers, employees, or other individuals through the Services, you represent and warrant that:

• You have obtained all necessary consents and authorizations;
• You have provided required privacy notices;
• Your use of the Services complies with applicable data protection laws;
• You have a lawful basis for processing such personal data.

18.3 Data Processing Agreement

If you are subject to the EU General Data Protection Regulation (GDPR) or similar data protection laws, our Data Processing Agreement applies to our processing of personal data on your behalf. Please contact us to execute a Data Processing Agreement if required.

18.4 Data Security

We implement appropriate technical and organizational measures to protect Customer Data against unauthorized access, loss, destruction, or alteration. However, you acknowledge that no security measures are perfect and we cannot guarantee absolute security.

18.5 Data Location

Your Customer Data may be stored and processed in the United States or any other country where we or our service providers maintain facilities. By using the Services, you consent to the transfer of data outside your country of residence.

19. EXPORT COMPLIANCE

The Services and related technology may be subject to U.S. export control laws and regulations. You agree to comply with all applicable export and import laws and regulations. You represent and warrant that:

• You are not located in, or a resident of, any country subject to U.S. trade sanctions or embargoes;
• You are not identified on any U.S. government list of prohibited or restricted parties;
• You will not use the Services for any purposes prohibited by applicable export laws;
• You will not access or use the Services in violation of any U.S. export embargo, prohibition, or restriction.

20. GENERAL PROVISIONS

20.1 Entire Agreement

These Terms, together with our Privacy Policy, Data Processing Agreement (if applicable), and Affiliate Program Agreement (if applicable), constitute the entire agreement between you and Hyperdrive Digital regarding the Services and supersede all prior agreements, representations, and understandings.

20.2 Amendments

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website and updating the "Last Updated" date. Your continued use of the Services after such changes constitutes your acceptance of the modified Terms. If you do not agree to the changes, you must stop using the Services and cancel your Account.

20.3 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign these Terms to any affiliate or in connection with a merger, acquisition, reorganization, or sale of assets without your consent. Any attempted assignment in violation of this section is void.

20.4 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

20.5 Waiver

Our failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of Hyperdrive Digital.

20.6 Force Majeure

Neither party will be liable for any failure or delay in performance under these Terms due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, labor disputes, government actions, epidemics, pandemics, internet outages, or failures of third-party service providers.

20.7 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

20.8 Third-Party Beneficiaries

These Terms do not confer any rights or benefits upon any person or entity other than you and Hyperdrive Digital, except as expressly provided herein.

20.9 Notices

All notices under these Terms must be in writing and will be deemed given when:

• Delivered personally;
• Sent by confirmed email;
• Sent by certified or registered mail, return receipt requested;
• Delivered by a nationally recognized overnight courier service.

Notices to Hyperdrive Digital should be sent to: [email protected]

20.10 Language

These Terms are drafted in the English language. If these Terms are translated into another language, the English version shall prevail in the event of any conflict or ambiguity.

20.11 Survival

Any provisions of these Terms that by their nature should survive termination shall survive, including but not limited to provisions relating to ownership, indemnification, limitation of liability, dispute resolution, and confidentiality.

20.12 Headings

Section headings are for convenience only and do not affect the interpretation of these Terms.

20.13 Electronic Communications

By using the Services, you consent to receive electronic communications from us, including emails, notifications within the Services, and other electronic messages. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.