Terms and Conditions of Hyper Source
ServiceProvides a Platform and Marketplace to Create High Quality Global Partnerships
Hyper Source is a company focused on project sourcing needs of the future. We have a next generation platform creating an eco-system to enable connections that lead to high-quality global partnerships. Our clients (the “Clients”) are technology companies looking to outsource technology projects to augment current staff or free up current teams to work on more innovative projects. Our service providers (the “Service Providers”) are fully vetted companies located globally that offer their services to work on and complete client projects. Our service providers offer core competencies as their specialty that clients are looking for to fulfill their project outsourcing needs]. Clients and Service Providers together are hereinafter referred to as “Users.”
Hyper Source Services
The Service is a platform for enabling connections between Clients and Service Providers, but the Company is not responsible for the performance of Service Providers, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of any goods or services provided, nor of the integrity, responsibility or any of the actions or omissions whatsoever of any Service Providers. The Company disclaims any and all liability relating thereto.
The Company is not a party to and will not have any liability with respect to the Projects or service arrangements as between a Client and any Service Provider.
Registered Information and Privacy
Billing and Payment
Hyper Source may require you to provide information about yourself and/or your transactions if your transactions exceed certain reporting thresholds, such as thresholds regarding financial recordkeeping and tax reporting.
You agree to pay the service fees (“Service Fees”) to Hyper Source as outlined on our website based on the pricing plan(s) you select as a user (client and/or service provider). Hyper Source reserves the right to change the Service Fees from time to time.
Any work performed on a project facilitated through Hyper Source shall be performed by a Service Provider as an independent contractor of the Client, and each Service Provider is not and shall not be deemed to be an employee or agent of the Company or of any Client. Service Providers shall not be entitled to any benefits provided by the Company to its employees, and the Company will not make deductions from any of the payments due to you for income tax, insurance or similar purposes except if required by law.
Unless otherwise agreed with the Client, each Service Provider shall provide, at such Service Provider’s expense, all tools and equipment necessary to perform work on a Project.
The Service is only a platform for connecting Users. Because the Company is not involved in the actual contact between Users or in the actual provision of goods or services, in the event that you have a dispute with one or more Users, you release the Company (and our officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. The Company expressly disclaims any liability that may arise between Users of its Service.
Termination and Suspension
The Company may terminate or suspend your right to use the Service at any time for any or no reason by providing you with written or email notice of such termination, and termination will be effective immediately upon delivery of such notice. Without limitation, Company may terminate or suspend your right to use the Service if you violate the Company’s Terms of Service (including the Hyper SourcePayment Guidelines) or any policy of the Company posted on the Site from time to time, or if the Company otherwise finds that you have engaged in inappropriate and/or offensive behavior. If the Company terminates or suspends your right to use the Service for any of these reasons, you will not be entitled to any refund of unused balance in your account, or any refunds related to any completed or in process transactions. If the Company terminates or suspends your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, the Company reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
The confidentiality undertakings in this clause apply to Service Providers and Clients in respect of Confidential Information obtained by them (the "Recipient") from another party, which may be the Client, Service Providers, the Company or any third-party (the "Discloser").
A Recipient must not use, disclose, solicit, make available or misappropriate, directly or indirectly, any Confidential Information, trade secrets, or other proprietary information of a Discloser without that Discloser’s prior written permission except as may be required by applicable law or legal process.
Where the Recipient is legally required to disclose the Confidential Information, the Recipient shall inform the Discloser of the requirement as soon as reasonably practicable and liaise with that party prior to disclosing any of that party’s Confidential Information.
In this clause, "Confidential Information" includes any documents or information created, received or obtained (as applicable):
• by the Company from or on behalf of any User in respect of any Project;
• by the Client from or on behalf of a Service Provider or any other party in respect of any Project;
• by the Service Provider from or on behalf of the Client, the Company or any other party in respect of any Project; and
• all non-public information pertaining to the Client’s or the Company’s business (including, without limitation, past, present or future structure, business activities, strategies, and assets; products and their methods of production and distribution; financial affairs; network, communications, and technology; clients, customers, suppliers, distributors and their financial affairs, and any content marked confidential or that is by its nature confidential),
but excludes any information that a Recipient can show:
• is already in the public domain (through no breach of these Terms or other obligation of confidentiality);
• was known to the Recipient prior to its disclosure by the Discloser;
• was independently developed by the Recipient without breach of any obligation owed to the Discloser; or
• is received from a third party without breach of any obligation owed to the Discloser.
The Recipient must notify the Discloser immediately upon becoming aware of a suspected or actual breach of this obligation.
Disclaimer of Warranties
USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK.
THE SERVICE IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE SERVICE OR THE CONTENT OF ANY SITES LINKED TO THE SERVICE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN. COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES, OTHER THAN AS PROVIDED HEREIN. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
NEITHER THE COMPANY NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER.
NEITHER THE COMPANY NOR ITS AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS.
THE COMPANY AND ITS AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS.
YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY IS ONLY WILLING TO PROVIDE THE SERVICE IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND THIRD PARTIES. THEREFORE, YOU AGREE NOT TO HOLD THE COMPANY, ITS AFFILIATES, ITS LICENSORS, ITS PARTNERS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS LIABLE FOR ANY DAMAGE, SUITS, CLAIMS, AND/OR CONTROVERSIES (COLLECTIVELY, “LIABILITIES”) THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR OR ANY OTHER PARTY’S USE OF OR INABILITY TO USE THE SERVICE, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER, ANY DISPUTE WITH ANY USER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY COMPANY OR ITS AFFILIATES OR LICENSORS AND ANY DESTRUCTION OF YOUR INFORMATION.
UNDER NO CIRCUMSTANCES WILL THE COMPANY, ITS AFFILIATES, ITS LICENSORS, OR ANY OF SUCH PARTIES’ AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, CORPORATE PARTNERS, OR PARTICIPANTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
THE COMPANY DOES NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK PERFORMED VIA THE SERVICE.
You hereby agree to indemnify, defend, and hold harmless the Company, its directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries, and affiliates from and against any and all claim, loss, expense or demand of liability, including attorneys’ fees and costs incurred, in connection with (i) your use or inability to use the Service, or (ii) any content submitted by you or using your account to the Service, including, but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the written consent of the Company.
To expedite resolution and reduce the cost of any dispute, controversy or claim related to these Terms of Service (“Dispute”), you and the Company agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon written notice. Your address for such notices is your billing address, with an email copy to the email address you have provided to Company. Company’s address for such notices is firstname.lastname@example.org.
If you and the Company are unable to resolve a Dispute through informal negotiations, all claims arising from use of the Service (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules).
Each party retains the right to bring an individual action in small claims court or to seek injunctive or other equitable relief on an individual basis in a federal or state court in Wake County, North Carolina with respect to any dispute related to the actual or threatened infringement, misappropriation or violation of a party’s intellectual property or proprietary rights.
You and the Company agree that, if any portion of the Section 20 entitled “Dispute Resolution” is found illegal or unenforceable, that portion will be severed and the remainder of the section will be given full force and effect. Notwithstanding the foregoing, if the subsection regarding exceptions to alternative dispute resolution in Section 20 is found to be illegal or unenforceable, neither you nor Company will elect to arbitrate any Dispute falling within that portion of that subsection that is found to be illegal or unenforceable and such Dispute will be decided by a court of competent jurisdiction within Raleigh, North Carolina, and you and the Company agree to submit to the personal jurisdiction of that court. Except as expressly provided otherwise, these Terms of Service will be is governed by, and will be construed under, the laws of the State of North Carolina, without regard to choice of law principles.
Failure by the Company to enforce any provision(s) of these Terms of Service will not be construed as a waiver of any provision or right. These Terms of Service will be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of laws rules. These Terms of Service constitute the entire agreement between you and the Company with respect to its subject matter. If any provision of these Terms of Service is found to be invalid or unenforceable, the remaining provisions will be enforced to the fullest extent possible, and the remaining provisions will remain in full force and effect. These Terms of Service will inure to the benefit of the Company, its successors and assigns.
Changes to Terms of Service, Payment Guidelines and the Service