Terms of Use

The Terms of Service (“Terms”, or “Agreement”) is a legally binding agreement between Users (“User” or “You”) (as defined below) and Hiper LLC (“Hiper LLC”, “Platform”, “Company”, “We”, “Us”, or “Our”), and stipulates the terms and conditions of relationship between the Users of the Platform https://www.joinhiper.com/ and/or https://app.joinhiper.com as defined below.

The Terms are meticulously structured into two key sections for seamless user experience. The “Platform Terms” Section sets forth the rules and guidelines for both Contractors and Customers (each defined below) using our Platform.

Meanwhile, the “User Terms” specifically address the relationship dynamics between Customers and Contractors, detailing their mutual responsibilities and expectations.

PLEASE READ THESE TERMS CAREFULLY AND MAKE SURE YOU UNDERSTAND THEM. IF YOU DO NOT AGREE TO ANY OF THE TERMS SET FORTH HEREIN, YOU SHOULD IMMEDIATELY CEASE USING THE PLATFORM.

Definitions

Customer means a User, whether an individual or a legal entity that signs up to engage the services of Contractors on the Platform.

Contractor means a User who signs up on the Platform to offer their services to Customers through the Platform.

Confidential Information means any data, information, or material, in any form or medium, whether oral, written, electronic, or otherwise, that is disclosed or made available by either party to the other during the term of this Agreement. This includes, but is not limited to, business plans, strategies, customer lists, technical specifications, trade secrets, research, product plans, marketing and sales plans, and any other information which is identified as confidential or proprietary or which, given the nature of the information or the circumstances surrounding its disclosure, should reasonably be understood to be confidential.

Effective Date refers to the date on which both parties have executed this agreement, signed the contract, and expressed their mutual consent to its terms and conditions. From the Effective Date, both parties are obligated to perform their respective duties as outlined herein: the Customer is required to make the agreed-upon payments, and the Contractor is obligated to fulfill all responsibilities and deliverables as specified in this agreement.

Platform means the website, application owned and operated by Hiper LLC enabling the connection between Customers and Contractors.

User means either Customers or Contractors on the Platform.

Personnel means in relation to a User, any employee, contractor, officer and agent of the User.

Platform Confidential Information means any information disclosed to a User by the Company during the term of this Agreement that contains or is reasonably regarded as containing Confidential Information about the Platform's operations, strategies, or processes.

Intellectual Property means any and all new or useful art, discovery, improvement, technical development, or invention, whether patentable or not, and all related know-how, designs, trademarks, formulae, processes, manufacturing techniques, trade secrets, ideas, artworks, software, or other copyrightable or patentable work.

Statement of Work, or SOW means a document or amendment forming part of these Terms, detailing the specific scope, objectives, and terms of the services to be rendered by the Contractor. It encompasses a comprehensive description of tasks, deliverables, timelines, performance standards, payment schedules, and any other relevant details necessary for the execution of the services.

Work Product means all materials, documents, products, software, inventions, discoveries, creations, improvements, designs, reports, analyses, notes, and any other tangible or intangible results and outputs that are conceived, developed, created, written, or generated by the Contractor, either alone or with others, during the term of this Agreement and as a direct result of the services performed under this Agreement. This includes but is not limited to work completed, in progress, or conceptualized as part of the scope of work outlined in the Statement of Work (SOW).

Section I: Platform Terms

Access to the Platform

The Company owns, or holds the relevant rights to the Platform and will license the use of the Platform to the Users. This Agreement sets out the terms upon which the Company has agreed to grant a license to the Users to use the Platform. This Agreement is binding on any use of the Platform and applies to the Users from the time that the Company provides the Users with an account to access and use the Platform.

By accessing and/or using the Platform: (i) you acknowledge that you have carefully read and understood this Agreement, and our Privacy Policy, and (ii) you warrant that you have legal capacity to enter into this Agreement or, if you are under 18 years of age, you have your parent’s or legal guardian’s permission to access and use the Platform and they have agreed to the terms set forth in this Agreement, as well as the Privacy Policy.

License

Hiper LLC grants to the User a non-exclusive, non-transferable (except as otherwise permitted under this Agreement), personal, revocable, license to access and use the Platform in accordance with the terms set forth in this Agreement (“Product License”). The Product License starts from the day the User signs up and is granted access to the Platform.

License Restrictions

The User may only access or use the Platform in accordance with the Product License as well as subject to terms as set forth in this Agreement. The User agrees and acknowledges that it must not and will not permit any person to: a) resell, assign, transfer, distribute or provide others with access to the Platform; b) “frame”, “mirror” or serve any of the Platform on any web server or other computer server over the Internet or any other network; c) copy, alter, modify, create derivative works from, reproduce, resell, transfer to a third party, reverse assemble, reverse engineer, reverse compile or enhance the Platform; or d) alter, remove or tamper with any trademarks, any patent or copyright notices, or any confidentiality legend or notice, or any numbers, or other means of identification used on or in relation to the Platform.

The User must not use the Platform in any way which is in breach of any statute, regulation, law of any country, state or jurisdiction or legal right of any person regardless of where they are located.

Company’s Warranties

The Company represents and warrants to the best of its knowledge that the Platform does not infringe the intellectual property rights of any other parties and there are no actual or threatened proceedings for any intellectual property infringements in relation to the Platform.

The Company excludes any warranties that the Platform will be error-free or will operate without interruption or that, except as set out in this Agreement, the Platform will be performed in the manner intended by the User or the Platform will meet the requirements of the User.

The Company must maintain reasonable security measures to ensure the safety and protection of all confidential information in its possession or control, or in the possession or control of its personnel, from unauthorized access, use, copying or disclosure.

User’s Responsibilities and Obligations

The User is responsible for its use of the Platform and must ensure it does not use the Platform: a) to break any law or infringe any person’s rights including but not limited to intellectual property rights, b) to transmit, publish or communicate content that is defamatory, offensive, abusive, or menacing, or c) in any way that damages, interferes with or interrupts the supply of the Platform.

The User also acknowledges and explicitly agrees that: a) it is responsible for all users, including its Personnel, using the Platform, b) its use of the Platform will be at its own risk; c) it is responsible for the security of its account and password and that the Company cannot and will not be liable for any loss or damage from the User’s failure to comply with this security obligation, and d) the Company may alter or update the User’s account logins and passwords at any time.

As a result of the User's breach of any provision of this Agreement, the Company may pursue any available equitable or other action against the User.

The User grants the Company and all other persons or entities involved in the operation of the Platform the right to transmit, monitor, retrieve, store, and use any information recorded and/or stored in their account in connection with the operation of the Platform.

Prohibited Use Cases

The User must not use the Platform for any of the following prohibited use cases. It is the duty of the User to ensure that it will not, and will ensure that each authorized user by the User does not use the Platform: a) to violate any legal rights of any person, the User or other entity in any jurisdiction; b) in relation to crimes such as theft and fraud; c) in breach of laws relating to the protection of copyright, trade secrets, patents or other intellectual property and laws relating to spam or privacy.

Further, the User must ensure that it or any of its authorized users, if any, will not a) make any unauthorized copy of any copyrighted material owned or licenced by the Company, b) introduce malicious programs into the Company systems (e.g. viruses, worms, trojan horses, etc.), c) reveal the User’s account password to others or allow use of the User’s account the to those who are not the User’s Personnel or its authorized users, d) use the Platform to make fraudulent offers of goods or services, e) use the Platform to carry out security breaches or disruptions of a network.

Security breaches include, without limiting to, accessing data of which the User is not an intended recipient or logging into a server or account that the User is not expressly authorized to access or corrupting any data. For the purposes of this paragraph, “security breaches” includes, but is not limited to, denial of service, network sniffing/monitoring, packet spoofing, and forged routing information for malicious purposes;

Platform Intellectual Property Rights

All materials that are part of the Platform are owned, controlled, or licensed by Hiper LLC, unless otherwise is expressly provided in writing. The entire contents of the Platform (including, but not limited to, all visual content, audio visual content, text) (hereinafter the “Platform Content”), and the arrangement, sequence, structure, and organization of the Platform, are copyrighted under the applicable national and international laws and treaties. Hiper LLC and Hiper LLC logos are our trademarks, regardless of whether they are registered or not, and may not be used without the express written permission of us. You do not acquire any ownership rights by using the Platform or downloading material from the Platform. You acknowledge that you only have a limited right to use the Platform during this Agreement.

If you submit any works of authorship or comments, feedback, suggestions, ideas and other submissions using the Platform, whether in writing or orally (collectively, “Submissions”), you agree in consideration of your use of the Platform that Hiper LLC may process such Submission. You represent and warrant that any Submissions are your original creations or you have all rights to the Submissions, and that the Submissions do not infringe or violate the rights of any party, including without limitation any intellectual property rights or rights or privacy or publicity.

Security of Your Account

You are responsible to keep your account secure. You must keep your account ID and password in a secure and safe environment. It is your sole responsibility to take all reasonable steps to ensure that no unauthorized person has access to your Platform password or account. You acknowledge and agree that you are solely responsible for all actions on the Platform by you or under your Platform password or account.

In addition to the aforementioned terms, you also agree and acknowledge that you are responsible for all actions taken by individuals that you provide access to use the Service, and to promptly inform Hiper LLC of any need to deactivate access to your account.

Usage Policy

Your access and use of the Platform is conditioned upon the following prohibitions. Accordingly you must not:

(a) copy or adapt the Platform’s software code;

(b) modify, make derivative works, disassemble, reverse compile or reverse engineer any part of the Platform;

(c) distribute any software virus, worms, trap door, or any other harmful or disruptive code, mechanism or program intended to damage or alter a computer system or data;

(d) interfere with or circumvent any security feature of the Platform or any feature that restricts or enforces limitations on use of or access to the Platform;

(e) sell the Platform or any part thereof including but not limited to user accounts and access to them in exchange for anything of value;

(f) allow another person or entity to use your identity in order to access the Platform, or

(g) violate any applicable law and regulations;

Platform Fees
In consideration for providing the platform services facilitating the connection between Contractors and Customers ("Services"), Platform shall charge a service fee ("Service Fee").
The Platform reserves the right to implement a variety of Service Fee structures for its services. This includes, but is not limited to, fixed pricing, percentage-based fees, subscriptions, and other billing methods. While not all these options may be available from the outset, the Platform aims to expand its billing methods in the future. The specific details of the applicable fee structure will be clearly communicated to the users at the time of service engagement or as new billing methods are introduced.
Hence, the Platform is entitled to charge the Customer a subscription fee for access to its services. The specific amount of the subscription fee will be determined on a per-signed-contract basis, as set by the Platform. This fee structure ensures that the subscription fee accurately reflects the scope and terms of each individual contract.

The Service Fee also may be calculated as a percentage of the total payment made by the Customer for the Contractor's services. The specific percentage amount of the Service Fee will be as stipulated on the Platform at the time of the transaction and as chosen by the Parties.

The Service Fee will be automatically deducted from the payment made by the Customer to the Contractor. Platform will process the payment and transfer the remaining balance to the Contractor after deducting the Service Fee.

Platform reserves the right to modify the Service Fee percentage at any time. Such changes will be communicated to both Contractors and Customers through the platform’s official communication channels and will only apply to transactions that occur after the effective date of the change.

The Platform will provide a detailed breakdown of the total amount charged to the Customer, including the Service Fee, to ensure transparency in all transactions.

By using the Platform, both Contractors and Customers acknowledge their obligation to pay the Service Fee as a condition of using the Services provided by Platform. Failure to comply with this obligation may result in termination of access to the platform and its services.

The Service Fee covers the use of the Platform, including but not limited to, access to potential service engagements, billing and payment processing services, customer support, and platform maintenance.

The Service Fee is non-refundable except in circumstances where the platform, at its sole discretion, determines that a refund is appropriate due to extenuating circumstances.

Processing fees incurred during the course of transactions might be shared between the involved parties in a manner mutually agreed upon by them. This clause outlines the specific allocation of such fees, ensuring transparency and fairness in financial dealings. Both parties are required to communicate and document their agreement regarding the sharing of these fees before proceeding with any transaction. This provision is designed to facilitate a smooth and equitable financial arrangement, avoiding potential disputes and fostering a collaborative partnership.

Refund Policy

Customers are eligible to request a refund if the service provided by the Contractor does not meet the agreed-upon specifications or quality standards as outlined in the service agreement on Platform.

Refund requests must be submitted within 14 days of the service completion date. Requests should be made through the platform's designated refund request process, providing detailed reasons for the request and any supporting evidence, such as photographs or correspondence.

Upon receipt of a refund request, Platform will conduct a review process, which may involve seeking additional information from both the Customer and the Contractor. The decision to approve or deny the refund request will be made based on the evidence provided and the terms of the service agreement.

If a refund is approved, the Customer will receive a full or partial refund, depending on the circumstances of the case. The refund will be processed back to the original payment method used by the Customer.

In the event of a refund, the Service Fee charged by Platform may not be refundable, depending on the specific circumstances of the refund request.

Refunds will not be provided for services rendered if the Customer changes their mind after the service has been completed.

Platform aims to resolve refund requests within 5 business days of receiving the request. This timeframe may vary depending on the complexity of the case.

Privacy

At Hiper LLC we care about the privacy of our visitors and users, and it is important for us to ensure that your privacy rights are protected. Information collected from you and any individual you provide access to use the Platform is subject to our Privacy Policy. Please make sure to read our Privacy Policy in order to get more information on the collection and use of your personal information. You, by accepting this Agreement, agree to all of the terms of the Privacy Policy, which form an integral part of this Agreement.

Force Majeure

Neither the Company nor the User shall be liable for any failure or delay in performance of its responsibilities and obligations under the current Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God, earthquakes, fires, floods, wars, civil or military disturbances, acts of terrorism, sabotage, strikes, epidemics, riots, power failures, computer failure and any such circumstances beyond its reasonable control as may cause interruption, loss or malfunction of utility, transportation, computer (hardware or software) or telephone communication service, accidents, labor disputes, acts of civil or military authority, and governmental actions.

The affected party, upon giving prompt notice to the other party, shall be excused from the performance of the Agreement to the extent of such prevention, restriction, or interference (and the other party shall likewise be excused from performance of its obligations until the delay, restriction or interference has ceased), provided however, that the party so affected shall use diligent efforts to avoid or remove such causes of non-performance and both parties shall proceed whenever such causes are removed or cease.

Confidentiality Obligation of Users

The User undertakes that they shall at all times during the continuance of this Agreement and 3 years after its termination:

1. keep confidential all Platform Confidential Information;
2. not disclose any Platform Confidential Information to any other party;
3. not use any Platform Confidential Information for any purpose other than as contemplated by this Agreement;
4. not make any copies of, record in any way or part with possession of any Platform Confidential Information; and
5. ensure that, as applicable, none of its directors, officers, employees, consultants, agents or advisers does any act which, if done by that party, would be a breach of this provision.

Disclaimers, Limitation and Waiver of Liability

THE USER ACKNOWLEDGES AND UNEQUIVOCALLY AGREES THAT USE OF THE PLATFORM IS AT THEIR SOLE RISK. THE USE OF PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT MAKING WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, NEITHER HIPER LLC NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS, NOR ANYONE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE PLATFORM (COLLECTIVELY, “HIPER LLC PARTIES”) WARRANT THAT THE PLATFORM, INCLUDING THE INFORMATION MADE AVAILABLE THROUGH THE PLATFORM, WILL BE UNINTERRUPTED, UNCORRUPTED, COMPLETE, ACCURATE, RELIABLE, TIMELY, OR ERROR-FREE. FURTHER HIPER LLC PARTIES DISCLAIM THAT ANY DEFECTS WILL BE CORRECTED, OR THAT THE PAGES OR THE SERVER THAT MAKES THE PLATFORM AVAILABLE ARE FREE FROM VIRUSES, WORMS OR OTHER HARMFUL OR DISRUPTIVE CODE, MECHANISM AND PROGRAM.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, IN NO EVENT SHALL THE HIPER LLC PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, DAMAGES FOR LOSS OF REVENUE, LOSS OF ANTICIPATED PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES. THE FOREGOING PROVISION APPLIES REGARDLESS OF WHETHER THE HIPER LLC PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN THE EVENT THAT THE FOREGOING EXCLUSION OF LIABILITY IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE INVALID AND UNENFORCEABLE, THE PARTIES INSTEAD AGREE THAT THE HIPER LLC PARTIES WILL NOT BE HELD LIABLE TO YOU FOR MORE THAN THE GREATER OF THE AMOUNT YOU HAVE PAID HIPER LLC IN THE SIXTY (60) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM.

Indemnification

The User agrees to indemnify, defend, and hold harmless Hiper LLC from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees) that such parties may incur as a result of or arising from (1) the User's violation of these Terms of Service; (2) the User's use of the Platform; (3) the User's violation of the rights of any third party, including intellectual property, privacy, publicity, or other proprietary rights; or (4) any breach of the User's representations, warranties, and covenants set forth in these Terms of Service. HIPER LLC reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the User, in which event the User will cooperate in asserting any available defenses. This indemnification obligation will survive the termination or expiration of these Terms of Service and the User's use of the Platform.

Prohibition of Direct Engagement Outside Platform

Customers shall be strictly prohibited from directly engaging with Contractors, whom they have been introduced to through the Platform, in any manner that circumvents the Platform’s established processes and protocols. This prohibition is in effect for a period of two (2) years, commencing from the date on which the Contractor initially enters into an engagement with the Customer via the Platform. This clause is designed to uphold the integrity of the Platform's services and ensure equitable business practices for all parties involved.

Any attempt to bypass or circumvent the Platform’s established processes, including but not limited to payment processes, communication channels, and service agreements, is strictly prohibited.

Any Customer found to be in violation of this prohibition may face penalties including, but not limited to, suspension or termination of their account, financial penalties, and legal action as per the governing laws and agreements.

It is the responsibility of both Contractors and Customers to report any solicitations or proposals for engagement outside the Platform that they receive.

The Platform reserves the right to investigate any suspected violations of this prohibition. This may include review of communication on the Platform and consultation with both parties involved. Exceptions to this prohibition may only be granted in rare and specific circumstances, subject to prior written approval from the Platform’s administration. Such exceptions will be considered on a case-by-case basis and will require a detailed justification.

This section may be amended from time to time at the discretion of the Platform, in accordance with changing laws, business practices, and the operational needs of the Platform.

Links to Third-Party Websites

The Platform may contain links to third-party websites and services (“third-party websites”) that are not owned or controlled by the Company. We do not have control over and disclaim any responsibility for the content, information and privacy practices of such third-party websites. You hereby acknowledge and agree that HIPER LLC shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, information and privacy practices of any such third-party websites. We recommend you to read the terms and conditions and privacy policies, as well as cookie policies of any third-party websites that you visit.

Payment processing services for Users on Hiper are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these Terms or continuing to operate as a User on Hiper, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Hiper enabling payment processing services through Stripe, you agree to provide Hiper accurate and complete information about you and your business, and you authorize Hiper to share it and transaction information related to your use of the payment processing services provided by Stripe.

In connection with the facilitation of online payments and financial transactions through our platform, we utilize the services of Stripe, Inc. ("Stripe") as our third-party payment processor. By electing to process payments or engage in financial transactions through our platform, you, the User, acknowledge and agree to the processing, handling, and issuance of such payments by Stripe in accordance with its own terms of service, privacy policy, and any applicable laws and regulations. It is your responsibility to familiarize yourself with Stripe's Terms of Service and Privacy Policy, as these documents govern the manner in which your personal and financial information is collected, used, stored, and shared by Stripe. Our agreement with Stripe does not grant us any control over these processes and policies, and we expressly disclaim any liability or responsibility for the security, practices, or actions of Stripe with respect to your information or transactions. Please be aware that your use of Stripe's services is at your own risk and discretion, and it is your duty to review and understand Stripe's policies before proceeding with any transactions through our Platform.

Governing Law

This Agreement and all aspects of the Platform will be governed by and construed in accordance with the laws of the State of New Hampshire, United States, without regard to conflict of laws provisions, regardless of your location.

Dispute Resolution

In the event of a dispute, controversy, claim or difference (collectively “dispute”), a party must not commence court proceedings relating to any dispute arising from, or in connection with this Agreement without first complying the following terms.

Negotiation: In the event of a dispute, the party claiming the dispute must give written notice to the other party (or parties) to the dispute setting out the details of the dispute and proposing a resolution (“Dispute Notice”).

Upon receiving the Dispute Notice, the parties will have 2 weeks to meet, via face-to-face, where possible, or virtually, using electronic telecommunication tools to resolve the dispute in good faith.  

Mediation: If parties fail to resolve a dispute via negotiations within fourteen (14) days, then the parties may refer the dispute to a mediation process. Mediation process will be administered by a medication center, at a venue and by procedural rules later to be agreed by the parties.

The parties will attempt to resolve the dispute through mediation within 1 month from the day parties resort to the mediation process. The costs of mediation will be split between the parties, provided that each party will bear its own costs in relation to the mediation.

Arbitration: If the mediation fails to provide a reasonable outcome to the dispute, the dispute may be referred by either party to the process of online commercial arbitration administered by JAMS, Inc. pursuant to its Streamlined Arbitration Rules and Procedures (the “Rules”) (The Rules are available at https://www.jamsadr.com/rules-streamlined-arbitration ) or any other online dispute resolution (ODR) center agreed upon between the parties. The arbitration rules shall be nominated by the mediator or the arbitrator.

Nothing in this clause affects a party’s right to obtain interlocutory relief or to commence legal proceedings..

Severability

The provisions of this Agreement are independent and severable from each other. If at any time any provision of this Agreement is or becomes illegal or unenforceable in any respect under the law of any jurisdiction, this does not affect or impair: a) the legality, validity, or enforceability in that jurisdiction of any other provision of this Agreement; nor b) the legality, validity, or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement.

Changes to Terms

We reserve the right to change, modify, add to, supplement or delete any of the terms of this Agreement (including the Privacy Policy, as provided therein, which are incorporated into, a part of, and governed by this Agreement) at any time, at our sole discretion. We will provide you with notification of any material changes by email, website posting, pop-up screen or in-Platform notice. If any future changes to this agreement are unacceptable for you, then you must immediately stop using the Platform. Your use of the Platform following any revision to this Agreement constitutes your acceptance of any and all such changes.

Section II: User Terms

This Section outlines the terms and conditions governing the engagement between Customers and Contractors. It is important to note that the terms and conditions set forth in this document are subject to modification or amendment through mutual agreement, as documented in a Statement of Work (SOW).

Each Contractor or Customer shall be referred to as a Party, collectively the Parties throughout this Section.

Scope of Services

During the Term (as defined in the SOW) the Contractor shall provide services as outlined in the SOW hereto and such other duties as the Customer and the Contractor may from time to time agree upon in writing (collectively, the “Services”).

Under this Agreement, the Contractor shall devote their time, attention and abilities to the business of the Customer and report to the high-level management or such person the high-level management shall authorize from time to time.

In providing the Services, the Contractor undertakes to exercise a reasonable degree of care, skill and diligence and to act honestly and in good faith in the best interests of the Customer.

Furthermore, it is required that the Contractor shall:

1. use all proper means in their power to maintain, improve and extend the business of the Customer and to protect and further develop the reputation and interest of the Customer;
2. comply with all lawful orders and directions given by the Customer and to supply any information that may be requested by the Customer; and
3. respect and adhere to any internal regulations and the general policies of the Customer as set forth or otherwise amended from time to time.

Contractor Relationship

The Contractor is engaged by the Customer as an independent contractor. This Agreement is intended solely to facilitate a professional relationship wherein the Contractor will provide specific services to the Customer. It is expressly understood that this relationship does not constitute a partnership, joint venture, agency, or employment arrangement.

The Contractor shall not represent themselves as an agent, employee, or representative of the Customer. Neither party shall have the authority to bind the other in any manner, including but not limited to, the making of any representation or warranty, the assumption of any obligation or liability, and the exercise of any right or power, except as specifically authorized in writing.

The Contractor retains the right to exercise independent judgment in the method and manner of performing the agreed-upon Services. The Contractor has the liberty to choose the location, tools, and methods required to complete the Services, unless specified otherwise in any attached Statement of Work (SOW).

The Contractor shall be responsible for all expenses incurred in the course of performing Services, except where otherwise agreed upon. The Contractor will not be entitled to any benefits provided by the Customer to its employees, including but not limited to health insurance, retirement plans, or vacation pay.

Term

The duration of this engagement (“Term”) begins on the date the engagement is officially established on the Platform. It will extend for a period as outlined in the accompanying Statement of Work (SOW). This SOW provides a clear delineation of the Term's length, inclusive of any clauses for potential extensions or renewals as agreed upon.

Termination

Either party may terminate this engagement for any reason upon providing a 30-day prior written notice to the other party. Upon notice of termination, the Contractor shall cease all work unless instructed otherwise by the Customer.

If either party breaches in any material respect any of its material obligations under this engagement, in addition to any other right or remedy, the non-breaching party may terminate this engagement in the event that the breach is not cured within fourteen (14) days after receipt by that party of written notice of the breach.

Either party may terminate this engagement immediately at any time upon written notice to the breaching party in the event of a breach of this Agreement by either the Contractor or the Customer which cannot be cured (i.e. breach of the confidentiality obligation).

Upon expiration or termination of this engagement, neither Contractor nor Customer will have any further obligations under this engagement, except that

(i) Contractor will terminate all Services in progress in an orderly manner as soon as practical and in accordance with a mutually agreeable schedule;

(ii) Contractor will deliver to the Customer any Customer proprietary information in Contractor’s  possession or control through expiration or termination but can retain copies of any documents as set forth under this engagement;

(iii) the Customer will pay Contractor any monies due and owing Contractor, up to the time of termination or expiration, for Services performed and all authorized expenses actually incurred; (iv) Contractor will immediately return to the Customer all Confidential Information (as that term is defined under this Agreement and copies thereof provided to Contractor under this Agreement except for one (1) copy of the Confidential Information which Contractor may retain solely to monitor Contractor’s surviving obligations of confidentiality.  

Notwithstanding the termination or expiration of this Agreement for any reason, certain obligations and responsibilities of the parties under this Agreement shall remain in full effect. These continuing obligations include, but are not limited to, obligations related to confidentiality, non-disclosure, return or destruction of property and materials, and any other obligations that, by their nature, are intended to survive termination or expiration of this Agreement.

Compensation

As consideration for the Services rendered by Contractor to the Customer, the Customer agrees to pay the Contractor the Compensation set forth in the SOW.  The SOW will detail the compensation rate, whether hourly, by project milestone, or in a lump sum, and any other relevant payment structures.

The Contractor shall provide the Customer with regular invoices (which shall be specified in the SOW) detailing the Services performed, fees and expense reimbursements which are due under this Agreement and shall itemize and provide receipts for expenses upon request.  

Payments will be made by the Customer within the agreed period of time from the Contractor’s electronic submission of each invoice to the Customer.  The invoices will contain reasonable detail and will be paid in full by the Customer in U.S. Dollars unless otherwise agreed in the SOW between the parties.  

In the event of late payment by the Customer, interest may be charged on the outstanding amount at a rate specified in the SOW or, if not specified, at the legal rate applicable under the governing law of this Agreement.

Taxes

Each party shall be solely responsible for the declaration and payment of their taxes arising out of or in connection with this engagement. The Contractor acknowledges that as an independent contractor, they are solely responsible for all taxes, including, but not limited to, income tax, Social Security tax, Medicare tax, and any other applicable taxes or contributions based on the Compensation paid under this Agreement. Similarly, the Customer acknowledges that it will not withhold any taxes or other deductions from payments made to the Contractor, except as required by law.

Each party agrees to comply with all applicable tax laws and regulations and to provide the other party with any necessary documentation for tax purposes. This includes but is not limited to, any forms or certificates as required by any governmental tax authority. The parties further agree to indemnify and hold each other harmless from any claims, liabilities, costs, or expenses arising from their respective failure to comply with this clause.

Conflict of Interests

The Contractor represents and warrants that neither this Agreement nor the performance thereof will conflict with or violate any obligation of the Contractor or right of any third party.  The Customer represents and warrants that neither this Agreement nor the performance thereof will conflict with or violate any obligation of the Customer or right of any third party.  

This Agreement does not limit the authority of the Contractor to enter into other independent contractor or employment agreements with any other third parties, except for the restrictions set forth in this Agreement, regarding the use or non-disclosure of confidential information. For the purposes of avoiding a conflict of interest, Contractor hereby affirms that they will refrain from any activity and will not enter into any agreement or make any commitment, that is inconsistent or incompatible with Contractor’s obligations under this clause.

Intellectual Property Rights

Any Intellectual Property developed, created, or innovated by the Contractor in the course of performing the Services under this Agreement shall be owned by the Customer, unless otherwise agreed in the SOW between the parties. Intellectual Property owned by either party prior to entering this Agreement, or developed independently outside the scope of this Agreement, shall remain the sole property of its respective owner. Either party grants the other a non-exclusive license for the use of any pre-existing IP that is incorporated into any Work Product created under this Agreement. This license is fully paid-up, and commercial.

If not agreed upon otherwise, the Contractor shall grant the other party an exclusive, worldwide, non-transferable, fully paid-up, royalty-free, non-sublicensable license for any Intellectual Property developed, created, or innovated during the engagement. The license granted hereunder shall remain valid for the same duration as this Agreement, extending or renewing in tandem with any agreed-upon extensions or renewals of the Agreement itself. These extensions or renewals must be documented through mutual written agreement by both parties. In the event of termination of this Agreement, the license will concurrently terminate, ceasing all granted rights to the Intellectual Property, unless there is a written agreement between the Parties providing otherwise.

To the extent allowed by law and as agreed by the Parties, the Contractor waives any moral rights they may have in the Intellectual Property. This includes any rights of attribution or integrity, ensuring the Customer can modify, adapt, or utilize the Intellectual Property without the need to consult or acknowledge the Contractor.

Confidential Information

The Contractor shall not at any time during the term of this Agreement or at any time afterwards for their own or anyone else’s purposes utilize or disclose to any person or firm or company (unless required by the performance of their duties under this Agreement or by law) any Confidential Information of the Customer. This obligation shall extend and equally apply to matters concerning clients and other business contacts of the Customer.

The Contractor shall protect the Customer’s trade secrets, Confidential Information and Intellectual Property in a manner to prevent unauthorized disclosure or use thereof. If the Contractor feels any doubt as to whether certain information is considered to be Confidential Information, the Contractor shall consult the Customer for clarification prior to any disclosing or permitting any use thereof.

The Contractor further undertakes and binds themselves to return to the Customer upon request and, in any event on the termination of this Agreement for any reason whatsoever, reports, correspondence, documents, computer disks, memory cards and tapes and other tangible items in their possession or under their control which belong to the Customer or its subsidiaries or associated companies or which contain, imply or refer to any Confidential Information.

In the event a court, governmental agency or third party pursuant to a lawful subpoena legally compels the Contractor to disclose Confidential Information, the Contractor shall promptly inform the Customer of the compelled disclosure, so that the Company may seek a protective order or other remedy or waive compliance with this Agreement, or both.  The Contractor shall limit any compelled disclosure of Confidential Information to that legally required.  

The Contractor agrees not to disclose to the Customer or use in connection with the Contractor’s efforts for the Customer, any Confidential Information belonging to any third party, including any entities for which the Contractor has provided consulting services, or Contractor’s prior employers, which the Customer is not otherwise legally entitled to learn of or use.  Similarly, the Customer agrees not to disclose to the Contractor any confidential information belonging to any third party which the Contractor is not otherwise legally permitted to learn of or use.

Non-Competition

The Contractor agrees that during the term of this engagement and for a period of 2 years following its termination or expiration (the “Non-Compete Period”), the Contractor will not directly or indirectly engage in any business activity that is competitive with the business of the Customer.

The non-compete obligation applies to any competitive business activities regardless of a geographical area. The Contractor shall not, within this period, be involved in any capacity (including but not limited to owner, partner, investor, employee, consultant, or agent) with a business entity that competes with the core services or products offered by the Customer.

The scope of this non-compete clause is limited to activities and services that are in direct competition with the primary business of the Customer. It does not prohibit the Contractor from engaging in unrelated business activities or from making passive investments in competitive businesses where such investments do not grant the Contractor any managerial or operational control.

The Contractor acknowledges that the restrictions of the non-compete clause are reasonable and necessary to protect the legitimate business interests of the Customer and that any violation of this clause would result in irreparable harm to the Customer. In the event of a breach or threatened breach of this clause, the parties shall be entitled to seek injunctive relief, in addition to any other legal or equitable remedies.

If any provision of this clause is found to be unenforceable by a court of competent jurisdiction, it will be modified to the extent necessary to make it enforceable while preserving its intent or, if modification is not possible, considered severable from this agreement, not affecting the validity and enforceability of the remaining provisions.

Non-Solicitation

The parties agree that during their engagement and for a period of one (1) year following its termination, they will not directly or indirectly solicit, induce, or attempt to induce any employee, consultant, contractor, client, or customer of the other party to terminate their relationship with them or to work for, consult with, or provide services to any person or entity that is in competition with the business of other party. This clause is intended to protect the parties legitimate business interests and will be strictly enforced to the extent permitted by law.

Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is due to a Force Majeure Event. A “Force Majeure Event” includes any event beyond the reasonable control of a party, such as natural disasters (e.g., floods, earthquakes), war, terrorism, riots, embargoes, acts of civil or military authorities, fire, strikes, or power outages. Upon the occurrence of a Force Majeure Event, the affected party shall notify the other party as soon as reasonably possible and shall use diligent efforts to resume performance of its obligations as soon as practicable

Non-Disparagement

The parties agree that during and after the term of their engagement, they will not make statements or comments, either publicly or privately, that disparage, criticize, malign, or otherwise defame or slander the other party, their affiliates, subsidiaries, officers, directors, employees, agents, or products/services. This includes, but is not limited to, any statements that could be construed as detrimental to the reputation or business interests of either party. This agreement to refrain from disparaging communications extends to all forms of media and communication, online and offline. Each party acknowledges that this clause is a material term of this Agreement, the breach of which would cause irreparable harm to the other party.

Representations and Warranties

Each party hereby represents and warrants to the other party that (i) it has the full right, power, and authority to enter into this Agreement; and (ii) the entering into this Agreement and the performance of its obligations under this Agreement will not result in a breach of or constitute a default under any agreement, restrictive covenants, or instrument to which it is a party.

(a) Contractor Representations and Warranties

The Contractor hereby represents and warrants to the Customer that:

1. The Contractor owns or holds all necessary rights in and to the Work Products and deliverables for the purpose of the Contractor’s performance of its obligations under this Agreement.

2. The Contractor’s performance of all terms under this Agreement will not result in a breach of any duty owed by the Contractor to another, under contract or otherwise, or violate any confidence of another. The Contractor agrees not to disclose to the Customer or induce the Customer to use any confidential or proprietary information belonging to any of the Contractor’s previous or present clients or others. The Contractor warrants that it has executed no prior non-competition, non-disclosure, or confidentiality agreements that would in any way interfere with the Contractor's work for the Customer.

3. The Services will be performed in a professional and workmanlike manner.

(b) Customer Representations and Warranties

The Customer hereby represents and warrants to the Contractor that:

1. It expressly agrees to indemnify and hold the Contractor harmless from and against any and all claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with any actual or alleged infringement of any intellectual property rights by the Customer, or any third party acting on behalf of the Customer, in connection with the creation, use, or distribution of the works created and/or owned by the Customer.

2. The Client further warrants that such work(s) will not infringe on any third-party intellectual property rights and will not give rise to any secondary or contributory liability on the part of the Contractor. The Customer will defend, indemnify, and hold the Contractor harmless from any and all claims, damages, losses, and expenses (including reasonable attorneys' fees) and punitive damages arising out of or in connection with any breach of this warranty.

Governing Law and Dispute Resolution

This engagement will be governed by and construed in accordance with the laws of the country where Contractor carries out business activities, without regard to any provisions thereof relating to conflict of laws among different jurisdictions.

In the event of any dispute arising under any provision of this Agreement, the dispute shall first be attempted to be resolved through negotiations.

If a dispute cannot be resolved by the parties within 7 days of the dispute arising, the dispute may be referred by either party to the process of dispute mediation or online commercial arbitration administered by JAMS, Inc. pursuant to its Streamlined Arbitration Rules and Procedures (the “Rules”) (The Rules are available at https://www.jamsadr.com/rules-streamlined-arbitration ) or any other online dispute resolution (ODR) center agreed upon between the parties. The mediation or arbitration rules shall be nominated by the mediator or the arbitrator.

Nothing in this clause affects a party’s right to obtain interlocutory relief or to commence legal proceedings.

Miscellaneous

Assignment.  The Customer may not assign, subcontract or otherwise delegate its obligations under this Agreement without the Contractor’s prior written consent.  Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Contractor and their respective heirs, legal representatives, successors and assigns.  

The Customer agrees to take all necessary steps to ensure that all owed Compensation will be paid to the Contractor pursuant to the terms of the Agreement if the Company undergoes a change of control, merger, acquisition or sale.  

Waiver.  Either party’s failure to enforce any right resulting from a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach by the other party.

Notices.  All notices required or permitted to be given by one party to the other under this Agreement shall be effective (i) when delivered personally, (ii) when transmitted by telecopy, electronic or digital transmission with receipt confirmed, (iii) the next business day when delivered by a nationally recognized overnight courier, or (iv) upon receipt if sent by certified or registered mail.

Each party shall be obligated to notify the other in writing of any change in their address.  Notice of change in address shall be effective when done in accordance with this Section.

Enforceability.  If any of the provisions of this Agreement are found to be invalid under an applicable statute or rule of law, they are to be enforced to the maximum extent permitted by law and beyond such extent are to be deemed omitted from this Agreement, without affecting the validity of any other provision of this Agreement.

Statement of Work

Statement of Work (SOW) operates under the purview of the Terms of Service agreed upon between the Contractor and the Customer. It serves to complement and detail specific aspects of the Agreement concluded between the Parties. In instances where there is a discrepancy between the provisions of the SOW and the Terms of Service, the stipulations of the SOW will take precedence. This prioritization applies specifically to key aspects such as the duration of the engagement, terms of payment, ownership and licensing of intellectual property, as well as invoicing procedures, ensuring clarity and specificity in these critical areas.

Scope of Services and Amendments

The Contractor agrees to provide comprehensive services as agreed upon between the parties. These services are intended to meet the specific needs of the Customer as outlined in the Agreement.

The Contractor shall develop and implement customized solutions based on the Customer's needs and provide regular progress reports and consultations.
For the sake of convenience, should modifications be required solely within the scope of work (SOW), the customer and contractor are authorized to make such changes directly to the SOW documentation.
In the event that revisions, alterations, or amendments to the substantive clauses of the contract are necessary, the parties shall execute an amendment to the contract. This amendment will clearly identify the specific clauses being modified and outline the new terms under which they will be governed.
If the customer and contractor need to modify the details of the work to be performed, they may directly update the SOW. However, for changes to the core terms of their agreement, an amendment document will be added, specifying the date, identifying the contracting parties, and detailing the changes made.
The original documents, including contracts and SOWs, will remain unchanged and in effect with their respective timestamps. Should there be a need to update either the contract or the SOW, a new SOW or a contract amendment must be created

If either the Customer or the Contractor opts not to create the contract (PDF file) through Hiper LLC, the decision must be mutually agreed upon by both parties. In such cases, the contract formation process proceeds outside of Hiper's PDF creation functionality. However, all pertinent contract details, including the type of contract and the agreed amount, must still be entered into Hiper for record-keeping and processing purposes.

Regardless of the method chosen for contract creation, all contract terms, including services to be rendered and financial agreements, must be accurately filled in within the Platform. This information will be utilized by Hiper to generate invoices. The invoice generation process will adhere strictly to the terms provided in the contract as entered into the Platform system.
Upon payment submission through Stripe.com, the system will identify both the paying party (Customer) and the receiving party (Contractor). This identification process ensures that payments are accurately processed and attributed in accordance with the contractual agreement as recorded in Hiper.

Payment Terms
Payments shall be made on a [weekly/monthly] basis, in accordance with the agreed schedule.

If applicable, each milestone will be defined with a description, due date, amount, payment terms, and payment processor.
Upon generation of an invoice by Hiper LLC, based on the terms of the current contract, the Customer will receive the invoice detailing the pre-defined amount. Payment is to be made through Stripe.com, and the Contractor, previously onboarded by Stripe.com, will receive the payment.

The “Effective Date” of the agreement is by default the same as the “Start Date” specified within the Platform.

Should the second Party agree to the terms of the agreement after the “Start Date,” the date of the second Party's signature shall be deemed the new “Effective Date” of the agreement."

By default, the first payment under the agreement will be calculated on a pro-rata basis, determined by the “Effective Date.” Parties may also mutually agree to set the first payment manually, irrespective of the “Effective Date.”

Intellectual Property
The Intellectual Property developed or created during the term of the engagement shall belong to the Customer unless otherwise agreed upon between the Parties.

The Parties agree to grant a non-exclusive license to the other party for the use of any pre-existing Intellectual Property incorporated into the Work Product.

Generation and Modification of Statement of Work

For each engagement, a custom SOW will be generated on the platform. This will allow both Parties to agree on specific terms before commencing the engagement.

The SOW can be accessed and modified by both Parties through the platform at any stage of the engagement. This feature ensures flexibility and the ability to adapt to changing requirements or conditions.

The platform will facilitate clear communication and record-keeping of any amendments or adjustments made to the SOW during the engagement.

It is the responsibility of both parties to review and agree upon any changes to the SOW before they are implemented.

Company: Hiper LLC
Legal Address: 51 Hearthstone Rd. Newbury, NH 03255
Contact information: matt@joinhiper.com

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