Terms of Service
Last Updated: [September 29, 2024]
These Terms of Service (these "Terms") are between you ("you," "Customer" (with respect to a business, organization or other legal entity), or "User" (with respect to an individual)) and dynhyp, Inc. ("dynhyp", "we", "our", or "us") and describe your rights and responsibilities when using the dynhyp web-based software platform (the "dynhyp Platform"), including related downloadable software ("Software") and technology services offered by us (collectively, the "Services").
Agreement Structure
These Terms, any Order Form(s) (as defined in Section 3.A below), and any terms and conditions, policies, and disclaimers referenced in these Terms, presented through the Services, or otherwise required to access certain features of the Services (the "Additional Terms") form the "Agreement" between you and us with respect to the Services. If there is a conflict between these Terms and any Additional Terms, the Additional Terms will control with respect to the specific content, service or feature.
Acceptance of Terms
By accessing or using the Services, submitting an Order Form, or clicking a button or checking a box marked "I Agree" (or something similar), you signify that you have read, understood, and agree to be bound by this Agreement. Users must be over the age of 18, and, if a business, duly organized and legally in good standing. A Customer must take all reasonable steps to ensure that its Users comply with these Terms.
Important Legal Notice
PLEASE READ THIS AGREEMENT CAREFULLY. This Agreement contains a mandatory individual arbitration provision and class action/jury trial waiver. Unless you opt out, you agree to resolve disputes through binding arbitration (rather than in court) and waive certain rights to participate in class actions.
1. Changes to these Terms
We may update these Terms from time to time. If we materially update any portion of these Terms, we will notify you before the update becomes effective. Your continued use of the Services after the effective date of an update constitutes your acceptance of the updated Terms.
2. Accounts
A. User Accounts
Users must register an account with dynhyp (an "Account") prior to accessing the Services. Users agree to:
- Not share your Account or transfer any part of it to anyone else
- Provide accurate, current and complete information during registration
- Keep your Account information up-to-date
- Keep your password secure and confidential
dynhyp reserves the right to refuse registration of, or cancel, passwords that we deem inappropriate. You are responsible for any activity that occurs through your Account.
B. Account Profile
You may control your Account profile and how it interacts with the Services by changing the settings in your Account. You consent to dynhyp using the email address you provide in your Account profile to send you Services-related notices and other messages.
C. Customer License Administrator
If you are registering an Account as an administrator on behalf of a Customer, you represent and warrant that you have the authority to legally bind the Customer and to grant dynhyp all permissions and licenses provided in this Agreement.
D. Account Access
Customer is responsible for ensuring that access to and use of the Services complies with any limits stated in the applicable Order Form, including:
- Protecting all authentication keys and access tokens
- Prohibiting unauthorized access to the Services
- Ensuring proper use of authentication keys and access tokens
Customer is responsible for all activity that occurs with the authentication keys, access tokens or through Customer's User Accounts.
3. Provision of the Services
A. Services Subscription
A subscription to the Services may be procured through the Services interface or via an order form (each, an "Order Form"). During the Subscription Term, dynhyp grants you a limited license to:
- Access and use the Services as described in the Order Form
- Install and use any provided Software in connection with the dynhyp Platform
- Access documentation related to the Services and Software
dynhyp may also perform additional services at agreed-upon rates.
B. Subscription Fees
You shall pay all fees specified in Order Forms ("Subscription Fees") by an approved payment method. You authorize us to charge your payment method for all fees payable during the Subscription Term.
Key points about Subscription Fees:
- Generally non-refundable
- We may charge for increased usage over stated limits
- You are responsible for applicable taxes
- Fees may vary due to promotional offers, plan changes, or tax changes
C. Free Trial Services
We may offer free trials of the Services ("Trial"). During a Trial:
- Features and functionality may be limited
- We reserve the right to terminate the Trial at any time
- Content changes during the Trial may be lost unless you purchase a subscription
- We provide no warranties or support during the Trial
D. Usage Limitations
The Services may be subject to certain limitations, such as:
- Number of Users
- Limits to named devices or persons
- Content storage capacity
These limitations will be specified in the applicable Order Form.
E. Services Updates
dynhyp may enhance and modify the Services from time to time. We will provide notice of significant changes. If we make modifications that would negatively impact you during your Subscription Term, we will either:
- Delay enacting these modifications for your subscription, or
- Allow you to terminate your subscription with a pro-rated refund
F. Service Availability and Support
We will make commercially reasonable efforts to:
- Make online Services available 24/7, except for planned downtime and circumstances beyond our control
- Provide remote technical support during normal business hours
We have no obligation to provide support during a Trial.
G. Software Updates
Software may automatically download and install updates. You agree to receive and permit such updates.
H. Third-Party Materials and Services
The Services may integrate with or contain links to third-party services or materials. dynhyp is not responsible for these third-party elements and makes no warranties regarding them. Your use of such elements is at your own risk.
4. Your Content
A. License to Your Content
You grant dynhyp a worldwide, limited-term license to host, copy, use, transmit, and display any content you provide, post, upload, or distribute on or through the Services ("Your Content") during the Subscription Term. This license allows dynhyp to:
- Provide and operate the Services
- Perform actions as authorized or instructed by you
dynhyp acquires no right, title, or interest in Your Content beyond the limited license granted here.
B. Your Responsibility for Your Content
You, not dynhyp, are solely responsible for Your Content. You represent and warrant that:
- You have obtained all necessary consents to submit Your Content
- Your Content and our use of it will not violate any laws or third-party rights
- You will comply with the terms of any third-party services used with the Services
dynhyp disclaims liability for data and content transmitted through our networks or stored on our servers.
C. Our Right to Remove Your Content
We have the right to remove or disable access to any content on the Services as needed to:
- Operate, secure, and improve the Services
- Ensure compliance with the Agreement and applicable laws
- Respond to legal orders or requirements
We may investigate alleged violations of the Agreement and cooperate with legal authorities.
5. Customer Data
A. Compliance with Data Protection Laws
This Agreement is subject to and intended to comply with all applicable data protection laws in the United States.
B. License to Customer Data
You grant dynhyp a license to process personal information and data collected from or about your authorized Users ("Customer Data") for the purposes of:
- Providing the Services
- Detecting security incidents or protecting against fraudulent activity
- Enforcing dynhyp's rights under this Agreement
C. Customer Data Disclosure
dynhyp will not disclose Customer Data except:
- As necessary to perform the Services
- In accordance with your instructions
- To comply with applicable laws
- With your consent
D. Your Responsibility for Customer Data
You are responsible for:
- Providing all necessary notices and obtaining all consents required under data protection laws
- Not submitting sensitive or highly regulated personal information without dynhyp's prior approval
E. De-Identified or Anonymized Data
dynhyp may use de-identified or anonymized data derived from Customer Data for purposes such as:
- Improving the Services
- Developing new products and services
- Conducting research
- Informing marketing campaigns
F. California Consumer Privacy Act
If applicable, dynhyp acknowledges its role as a "Service Provider" under the CCPA and agrees to process personal information accordingly.
6. Acceptable Use
Your use of the Services must comply with all applicable laws and regulations. You agree not to:
- Violate any laws or regulations
- Post or transmit prohibited content (e.g., illegal, threatening, abusive, or infringing material)
- Interfere with the operation of the Services
- Engage in any unauthorized or harmful activities
dynhyp reserves the right to remove content or terminate access for violations of these terms.
7. Proprietary Rights
A. Ownership
-
Customer owns all rights to:
- Your Content
- Customer Data
- Customer's intellectual property related to its products and services
-
dynhyp owns all rights to:
- The Services (including the dynhyp Platform, Software, and Documentation)
- dynhyp's intellectual property related to its products and services
B. Feedback
If you provide feedback about the Services:
- You grant dynhyp all rights to use the feedback without compensation
- dynhyp can use the feedback for any purpose, including improving the Services
- Feedback is given voluntarily and does not create any confidentiality obligation for dynhyp
C. Reservation of Rights
Each party reserves all rights not expressly granted in the Agreement.
8. Term and Termination
A. Subscription Term and Renewal
- The initial term is specified in the Order Form
- You may not cancel before the expiration of the Subscription Term unless otherwise specified
- Renewal requires mutual agreement and payment of applicable fees
B. Termination and Suspension
dynhyp may:
- Suspend access if we suspect violation of this Agreement or non-payment
- Terminate your Account with 30 days' notice
You may:
- Terminate your account at any time by sending a cancellation request
- Termination is effective at the start of the next billing period unless otherwise agreed
C. Effect of Termination
Upon termination or expiration:
- All rights and licenses granted by each party terminate
- dynhyp will terminate access to Your Content and Customer Data
- Certain sections of the Agreement will survive termination
D. Availability of Your Content
After termination:
- You have 30 days to export Your Content
- After 30 days, dynhyp has no obligation to retain Your Content
- dynhyp is not obligated to assist in exporting Your Content unless separately agreed
9. Confidential Information
A. Confidentiality Obligations
Both parties agree to:
- Preserve the confidentiality of the other party's Confidential Information
- Use Confidential Information only as necessary for this Agreement
- Limit disclosure to those who need to know and are bound by similar confidentiality obligations
B. Data Security
dynhyp will:
- Employ reasonable safeguards to protect Customer Data
- Inform Customer of unauthorized access to unencrypted Customer Data
- Cooperate with Customer's investigation of security incidents
Customer acknowledges:
- Transmission of data over networks involves inherent risks
- Customer is responsible for adequate security and backup of its content
10. Indemnification
Customer agrees to indemnify and hold harmless dynhyp against any losses arising from:
- Customer's use of the Services
- Your Content
- Customer Data
- Breach of confidentiality obligations
- Alleged infringement of intellectual property rights
11. Limitation on Liability and Claims
dynhyp will not be liable for:
- Indirect, incidental, special, or consequential damages
- Loss of profits or revenue
- Loss, disclosure, or corruption of Customer Data or Your Content
dynhyp's aggregate liability shall not exceed the amount paid by Customer in the billing cycle immediately preceding a claim.
Claims must be asserted within one (1) year of the event giving rise to the claim.
12. Disclaimer of Warranties
THE SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY. dynhyp DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
dynhyp does not warrant that:
- The Services will be uninterrupted or error-free
- Any errors will be corrected
- The Services will meet Customer's requirements
13. Force Majeure
Neither party shall be liable for failures or delays beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.
14. Publicity
Customer agrees that dynhyp may publicly disclose that it is providing Services to Customer and may use Customer's name and logo in promotional materials.
15. Federal Government End Use Provisions
If applicable, dynhyp provides the Services for ultimate federal government end use in accordance with specified FAR and DFARS provisions.
16. Governing Law, Arbitration, and Class Action/Jury Trial Waiver
A. Governing Law
The Agreement is governed by the laws specified based on your location, without regard to conflicts of law principles.
B. Arbitration
Disputes will be resolved by binding arbitration, except where prohibited by law. You may opt-out of arbitration within 30 days of accepting this Agreement.
C. Class Action/Jury Trial Waiver
YOU AND DYNHYP AGREE TO WAIVE ANY RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION LAWSUIT.
17. General Terms
- This Agreement contains the entire understanding between dynhyp and you.
- No waiver or modification is valid unless in writing and signed by both parties.
- The parties are independent contractors.
- This is a non-exclusive arrangement.
- If any provision is found invalid, the remaining provisions remain in effect.
- Notices will be sent to the email address associated with your Account.
18. Contact Information
For questions or complaints regarding the Services, please contact:
Email: support@dynhyp.com Address: dynhyp, Inc., Attn: Legal Department, [Insert Address]