Hype Nest Global’s client base spans startups, small and medium-sized businesses, large enterprises, healthcare providers and clinics, marketing and creative agencies, educational institutions, manufacturing companies, logistics and supply-chain operators, financial services firms, and professional service organizations across multiple jurisdictions. Because these Terms are designed to apply across such a diverse range of industries, use cases, and regulatory environments, Customer acknowledges that certain provisions may be supplemented or modified by industry-specific addenda, data processing agreements, or SOWs that address sector-specific compliance requirements, and that the general provisions of these Terms apply except to the extent expressly varied by such supplemental documentation.

Interpretation

In this Agreement, unless the context otherwise requires: (a) headings are for convenience only and do not affect interpretation; (b) words importing the singular include the plural and vice versa; (c) references to “including” or “includes” mean “including, without limitation”; (d) references to Sections refer to sections of these Terms unless otherwise specified; and (e) references to a statute or regulation include amendments, re-enactments, and successor legislation.

1. ACCEPTANCE OF TERMS

By accessing, browsing, registering for, subscribing to, purchasing, or otherwise using any Service provided by Hype Nest Global, you acknowledge that you have read, understood, and agree to be bound by these Terms, together with our Privacy Policy, any applicable Service Order, Statement of Work (“SOW”), Master Services Agreement (“MSA”), or other document expressly incorporating these Terms by reference (collectively, the “Agreement”). If you are entering into this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity, in which case “you” and “Customer” refer to that entity. If you do not have such authority, or if you do not agree with these Terms, you must not access or use the Services. Continued use of the Services after any update to these Terms constitutes acceptance of the revised Terms.

2. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below, unless the context requires otherwise:

• “Agreement” means these Terms, together with any applicable Order Form, SOW, MSA, Data Processing Addendum, or other document incorporated by reference.
• “AI Output” means any content, text, code, recommendation, prediction, transcription, summary, voice response, image, or other material generated, in whole or in part, by artificial intelligence models, large language models, machine learning systems, or automation logic deployed as part of the Services.
• “Confidential Information” means non-public business, technical, financial, or operational information disclosed by either party, whether marked confidential or reasonably understood to be confidential given its nature.
• “Customer Data” means any data, content, files, records, or information submitted, uploaded, transmitted, or made available by Customer or its authorized users in connection with the Services.
• “Deliverables” means any custom software, code, designs, workflows, documentation, or other work product created by Hype Nest Global specifically for Customer pursuant to an SOW.
• “Documentation” means user guides, technical specifications, and other materials made available by Hype Nest Global describing the use of the Services.
• “Order Form” means an ordering document, proposal, quotation, invoice, or online checkout process specifying the Services purchased, fees, and applicable terms.
• “Subscription Services” or “SaaS” means Hype Nest Global’s cloud-hosted, subscription-based software platforms made available on a recurring fee basis.
• “Third-Party Services” means services, software, APIs, models, or platforms provided by parties other than Hype Nest Global that are integrated with, or relied upon by, the Services, including but not limited to OpenAI, Anthropic, Google, Microsoft Azure, AWS, Meta, Twilio, WhatsApp Business, Stripe, Razorpay, HubSpot, Zoho, Salesforce, n8n, Supabase, PostgreSQL, Pinecone, Qdrant, Docker, GitHub, Cloudflare, Vercel, and DigitalOcean.
• “Users” means Customer’s employees, contractors, or other individuals authorized by Customer to access the Services.

3. ELIGIBILITY

You must be at least eighteen (18) years of age, or the age of legal majority in your jurisdiction, and possess the legal capacity to enter into binding contracts to use the Services. By using the Services, you represent and warrant that (a) you meet this eligibility requirement, (b) any registration information you provide is accurate, current, and complete, (c) you will maintain the accuracy of such information, and (d) your use of the Services does not violate any applicable law, regulation, or third-party right. Hype Nest Global reserves the right to refuse service, terminate accounts, or cancel orders at its sole discretion where eligibility cannot be verified or where there is reasonable suspicion of misrepresentation.

4. SCOPE OF SERVICES

Hype Nest Global provides a broad portfolio of technology services, which may include, without limitation: AI agents, voice AI, AI receptionists, AI customer support systems, AI sales assistants, AI appointment scheduling, AI document processing, OCR solutions, retrieval-augmented generation (RAG) systems, knowledge base systems, internal AI assistants, CRM automation, ERP integrations, WhatsApp automation, email automation, API integrations, custom dashboards, SaaS products, cloud applications, AI consulting, business process automation, AI strategy consulting, enterprise AI deployment, AI governance advisory, AI risk assessment, AI compliance advisory, market research, business intelligence, data analytics, custom software development, website design and development, mobile application development, workflow automation, digital transformation consulting, and ongoing maintenance and support (collectively, the “Services”). The specific scope, features, timelines, and deliverables applicable to Customer will be set forth in the relevant Order Form, SOW, or subscription plan. Hype Nest Global reserves the right to modify, enhance, or restructure the composition of the Services from time to time, provided that any material reduction in previously purchased Subscription Services functionality will be communicated to Customer in advance.

5. USER ACCOUNTS

Certain Services require the creation of an account. Customer is responsible for maintaining the confidentiality of login credentials, API keys, and access tokens, and for all activities that occur under its account. Customer must notify Hype Nest Global immediately upon becoming aware of any unauthorized access or use of its account. Hype Nest Global is not liable for any loss or damage arising from Customer’s failure to safeguard account credentials. Customer shall ensure that only authorized Users access the Services and that each User complies with this Agreement. Hype Nest Global may suspend or terminate accounts that show evidence of credential sharing beyond licensed seat counts, fraudulent registration, or security compromise.

6. CUSTOMER RESPONSIBILITIES

Customer agrees to: (a) provide accurate, complete, and timely information, data, and access reasonably required for Hype Nest Global to perform the Services; (b) obtain and maintain all rights, licenses, consents, and permissions necessary for Hype Nest Global to use Customer Data in connection with the Services, including any consents required under applicable data protection laws; (c) designate a reasonably available point of contact for project communications; (d) test and review Deliverables and AI Outputs in a timely manner; (e) use the Services in compliance with this Agreement and applicable law; and (f) ensure that its use of AI-generated content, automation workflows, or integrations does not violate the rights of any third party. Customer acknowledges that timely cooperation is a material condition to Hype Nest Global’s ability to meet agreed timelines, and that delays attributable to Customer may result in corresponding adjustments to delivery schedules and fees, as further described in Section 18.

7. ACCEPTABLE USE POLICY

Customer shall use the Services solely for lawful business purposes and in accordance with this Agreement, applicable Documentation, and all applicable laws. Customer shall not, and shall ensure that its Users do not: (a) reverse engineer, decompile, or disassemble any proprietary software, model, or system underlying the Services, except to the extent such restriction is prohibited by applicable law; (b) use the Services to build a directly competing product or service; (c) misrepresent the identity of the operator of an AI agent, chatbot, or voice agent to end users where such disclosure is legally required; (d) circumvent usage limits, rate limits, or security controls; (e) probe, scan, or test the vulnerability of any system or network underlying the Services without authorization; or (f) resell or sublicense the Services without Hype Nest Global’s prior written consent, except where expressly permitted under a white-label or reseller arrangement.

8. PROHIBITED ACTIVITIES

Without limiting Section 7, Customer shall not use the Services to: (a) generate, store, or transmit content that is unlawful, defamatory, obscene, harassing, discriminatory, or infringing of third-party intellectual property or privacy rights; (b) develop or deploy AI systems intended to deceive, manipulate, or cause harm to individuals, including through impersonation, disinformation, or non-consensual synthetic media; (c) process special categories of personal data (such as health, biometric, or financial data) without a lawful basis and appropriate safeguards; (d) engage in activities that violate export control, sanctions, or anti-money-laundering laws; (e) upload malicious code, malware, or engage in activities that compromise the security or integrity of the Services or any third-party system; (f) use the Services in life-critical systems (e.g., medical diagnosis, emergency dispatch, or safety-critical control systems) without Hype Nest Global’s prior written authorization and appropriate risk controls; or (g) use automated means to scrape, harvest, or extract data from the Services beyond what is permitted via documented APIs. Violation of this Section entitles Hype Nest Global to immediately suspend or terminate the Services without liability, in addition to any other remedies available at law.

9. AI SERVICES AND AI LIMITATIONS

Certain Services incorporate artificial intelligence, machine learning, natural language processing, and related technologies (collectively, “AI Services”), which may be developed by Hype Nest Global or licensed from Third-Party Services such as OpenAI, Anthropic, Google, and Microsoft Azure. AI Services may take the form of conversational agents, voice agents, document-processing pipelines, retrieval-augmented knowledge systems, predictive analytics models, or automation logic that triggers actions in Customer’s connected systems. The specific underlying models used to power a given AI Service may change over time as Hype Nest Global adopts newer or more capable models, and Hype Nest Global does not warrant that any particular underlying model will remain available indefinitely. Customer acknowledges and agrees that: (a) AI Services rely on probabilistic models that may produce results that are incomplete, inaccurate, biased, outdated, or contextually inappropriate; (b) the performance of AI Services may vary based on the quality, completeness, and nature of Customer Data and prompts provided; (c) AI Services are provided as decision-support tools and are not a substitute for professional human judgment; and (d) Hype Nest Global does not guarantee any specific level of accuracy, reliability, uptime, or output quality from AI Services, whether developed in-house or sourced from Third-Party Services. Hype Nest Global will use commercially reasonable efforts to configure, tune, and monitor AI Services in accordance with industry practice, but inherent limitations of underlying AI models are outside Hype Nest Global’s control.

10. AI OUTPUT DISCLAIMER

ALL AI OUTPUT IS PROVIDED “AS IS” WITHOUT WARRANTY OF ACCURACY, COMPLETENESS, RELIABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. AI Output may contain factual errors, outdated information, fabricated citations or “hallucinations,” biased content, or content that does not reflect Hype Nest Global’s views. Customer is solely responsible for evaluating the accuracy, appropriateness, and legality of any AI Output before relying upon, publishing, distributing, or acting upon it. Hype Nest Global expressly disclaims any liability for decisions made, actions taken, or damages incurred by Customer or third parties as a result of reliance on AI Output. AI Output should not be treated as professional advice, and Customer should independently verify any AI Output used in regulated, safety-critical, financial, legal, medical, or otherwise high-stakes contexts.

11. HUMAN REVIEW REQUIREMENT

Customer acknowledges that AI-generated content and automated decisions produced through the Services require appropriate human oversight before being relied upon for material business, legal, financial, medical, safety, or compliance decisions. Customer shall implement reasonable human review processes for any AI Output used in customer-facing communications, contractual commitments, regulatory submissions, medical or health-related contexts, or financial transactions. Hype Nest Global shall not be liable for harm arising from Customer’s failure to implement adequate human review procedures. Where Hype Nest Global configures an AI agent or automation on Customer’s behalf, Customer remains responsible for defining escalation paths, human-in-the-loop checkpoints, and override mechanisms appropriate to its use case.

12. CUSTOM SOFTWARE DEVELOPMENT

Where Hype Nest Global agrees to design, develop, or customize software, websites, mobile applications, integrations, or automation workflows for Customer pursuant to an SOW, the scope, specifications, milestones, acceptance criteria, and fees shall be set out in that SOW. Hype Nest Global will exercise reasonable skill and care consistent with prevailing industry standards in performing development work. Unless otherwise agreed in writing, development is performed on a best-efforts basis and estimated timelines are not guaranteed delivery dates, given the iterative nature of software development and dependency on Customer cooperation, third-party APIs, and evolving requirements. Any material change to specifications after SOW execution shall be handled under the Change Request process described in Section 17. Hype Nest Global will typically deliver development work in iterative phases or sprints, with interim demonstrations or staging environments made available to Customer for review, and Customer is encouraged to provide feedback throughout the development lifecycle rather than solely at final delivery, in order to reduce the risk of large-scale rework late in the project. Where an SOW contemplates a fixed-fee engagement, the fee is based on the specifications as understood at the time of SOW execution, and materially expanded scope will be addressed as a Change Request rather than absorbed within the original fixed fee.

13. SAAS SUBSCRIPTION TERMS

Subscription Services are licensed, not sold, on a non-exclusive, non-transferable basis for the subscription term specified in the applicable Order Form. Subscriptions automatically renew for successive terms of equal length unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term, unless a different notice period is specified in the Order Form. Access to Subscription Services is limited to the number of users, seats, workspaces, or usage volumes (e.g., API calls, messages, minutes of voice processing) purchased. Overage usage may be billed at then-current rates or may result in throttling of the Service until the subsequent billing cycle. Hype Nest Global may release updates, patches, and feature enhancements to the Subscription Services from time to time as part of ordinary maintenance, without additional charge, provided that materially new modules may be offered as separately priced add-ons. Customer’s subscription plan, including applicable tiers, usage caps, and included support levels, is set forth in the Order Form, and Customer may upgrade its subscription tier at any time, with fees prorated for the remainder of the then-current billing cycle. Downgrades take effect at the start of the next renewal term and may result in loss of access to features, data retention periods, or usage capacity associated with the higher tier; Customer is responsible for exporting any data it wishes to retain prior to a downgrade taking effect.

14. TRIAL SERVICES

Hype Nest Global may, at its sole discretion, offer trial or evaluation access to certain Services free of charge or at a reduced rate for a limited period (“Trial Services”). Trial Services are provided “AS IS” without warranty of any kind, and Hype Nest Global may modify, suspend, or terminate Trial Services, or Customer’s access thereto, at any time without liability. Data generated or stored during a trial may not be retained upon expiration or termination of the trial unless Customer converts to a paid subscription prior to expiration. Hype Nest Global reserves the right to limit trial features, usage volumes, or duration in its sole discretion, and to require payment information to continue access following the trial period.

15. BETA FEATURES

From time to time, Hype Nest Global may make available features, modules, or AI models labeled as “beta,” “preview,” “early access,” or similar designations (“Beta Features”). Beta Features are experimental, may contain bugs or errors, may be modified or discontinued without notice, and are provided without any warranty, service-level commitment, or guarantee of continued availability. Customer’s use of Beta Features is optional and at Customer’s own risk. Hype Nest Global may collect feedback and usage data regarding Beta Features to improve the Services, and Customer grants Hype Nest Global a royalty-free license to use such feedback without restriction, subject to Section 38 (Confidentiality) with respect to Customer Confidential Information.

16. PROJECT DELIVERABLES

Deliverables will be provided in accordance with the specifications, milestones, and acceptance procedures set forth in the applicable SOW. Unless otherwise specified, Customer shall have ten (10) business days from delivery to review each milestone Deliverable and provide written notice of any material non-conformance with the agreed specifications (“Acceptance Period”). If Customer does not provide such notice within the Acceptance Period, the Deliverable shall be deemed accepted. Where Customer identifies a material non-conformance, Hype Nest Global shall use commercially reasonable efforts to remediate the identified deficiencies within a reasonable timeframe. Minor aesthetic preferences or previously unspecified feature requests do not constitute non-conformance and shall be addressed, if at all, through the Change Request process.

17. CHANGE REQUESTS

Any request by Customer to modify the scope, specifications, timeline, or deliverables set forth in an approved SOW (“Change Request”) must be submitted in writing. Hype Nest Global will evaluate the Change Request and provide Customer with a good-faith estimate of the impact on fees, timeline, and resources. No Change Request shall be binding until documented in a signed change order or written acknowledgment by both parties. Hype Nest Global is not obligated to commence work on a Change Request until such written agreement is reached, and delivery timelines for the original SOW may be extended to accommodate approved Change Requests.

18. PROJECT DELAYS

Hype Nest Global will use commercially reasonable efforts to meet agreed project timelines. However, Hype Nest Global shall not be liable for delays caused by: (a) Customer’s failure to provide timely feedback, approvals, data, access credentials, or content; (b) changes in scope or Change Requests; (c) failures, outages, or changes in Third-Party Services or APIs relied upon for the project; (d) Force Majeure events described in Section 48; or (e) Customer’s breach of its cooperation obligations under Section 19. Where a delay is attributable to Customer, applicable project timelines and, where relevant, resourcing fees may be adjusted accordingly, and Hype Nest Global reserves the right to reallocate resources to other engagements during periods of Customer-caused delay.

19. CLIENT COOPERATION

Customer acknowledges that Hype Nest Global’s ability to deliver the Services in a timely and effective manner depends on Customer’s active cooperation, including provision of accurate requirements, timely feedback, necessary system access, subject-matter expertise, and prompt decision-making. Customer shall designate personnel with sufficient authority to make project decisions and shall respond to reasonable requests for information within a commercially reasonable time, generally not to exceed five (5) business days unless otherwise agreed. Failure to provide such cooperation may result in project delays, additional fees for idle resource time, or suspension of the engagement without penalty to Hype Nest Global.

20. INTELLECTUAL PROPERTY RIGHTS

Except as expressly set forth in an SOW providing for assignment of Deliverables, all right, title, and interest in and to the Services, including all underlying software, source code, algorithms, AI models, workflows, templates, documentation, trademarks, trade names, and other intellectual property developed, used, or made available by Hype Nest Global (collectively, “Hype Nest Global IP”), are and shall remain the exclusive property of Hype Nest Global or its licensors. Nothing in this Agreement shall be construed as transferring any ownership interest in Hype Nest Global IP to Customer, except as expressly and unambiguously stated in a signed writing. Hype Nest Global retains the right to reuse general knowledge, know-how, methodologies, frameworks, and non-Customer-specific components developed during the course of providing Services to other clients, provided that Customer Confidential Information is not disclosed.

21. OWNERSHIP OF DELIVERABLES

Ownership of custom Deliverables specifically created for Customer under an SOW shall transfer to Customer only upon: (a) full payment of all fees due under the applicable SOW; and (b) express written confirmation of assignment in the SOW or a separate IP assignment document. Prior to such transfer, Hype Nest Global grants Customer a limited license to use Deliverables solely for internal evaluation purposes. Notwithstanding any assignment of Deliverables, Hype Nest Global retains ownership of: (i) any pre-existing Hype Nest Global IP incorporated into the Deliverables; (ii) generic components, libraries, frameworks, and tools not specifically developed for Customer; and (iii) any improvements to Hype Nest Global’s proprietary platforms or methodologies arising from the engagement. Hype Nest Global grants Customer a perpetual, worldwide, royalty-free, non-exclusive license to use such retained pre-existing IP solely as embedded within the assigned Deliverables.

22. LICENSE GRANT

Subject to Customer’s compliance with this Agreement and timely payment of applicable fees, Hype Nest Global grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the applicable subscription or engagement term to access and use the Services solely for Customer’s internal business purposes, in accordance with the Documentation and any usage limits specified in the Order Form. This license does not include the right to (a) sell, resell, rent, or lease the Services; (b) use the Services to provide services to third parties on a bureau or service-bureau basis, except where expressly permitted under a reseller or white-label agreement; or (c) remove or alter any proprietary notices. All rights not expressly granted are reserved by Hype Nest Global.

23. OPEN SOURCE SOFTWARE

The Services may incorporate open-source software components, which are licensed to Customer subject to the terms of the applicable open-source licenses, which shall take precedence over this Agreement solely with respect to those specific components in the event of a direct conflict. Hype Nest Global makes no representation or warranty with respect to open-source components beyond what is provided by the applicable open-source license, and Customer’s use of any open-source components made available as part of the Services is at Customer’s own risk with respect to any warranties disclaimed under the relevant license.

24. THIRD-PARTY INTEGRATIONS

The Services may integrate with, or be configured to interoperate with, Third-Party Services selected by Customer or recommended by Hype Nest Global, including platforms such as HubSpot, Zoho, Salesforce, Stripe, Razorpay, Supabase, and cloud infrastructure providers. Customer is responsible for maintaining its own accounts, licenses, and compliance obligations with respect to such Third-Party Services, including payment of any applicable third-party fees. Hype Nest Global’s role is limited to configuring integrations based on the Third-Party Services’ published APIs and documentation as they exist at the time of implementation.

25. THIRD-PARTY APIS

Certain Services rely on Third-Party APIs, including AI model providers (e.g., OpenAI, Anthropic, Google, Microsoft Azure, AWS Bedrock, Meta), communication providers (e.g., Twilio, WhatsApp Business), and other infrastructure providers (e.g., Cloudflare, Vercel, DigitalOcean, GitHub, Docker). Customer acknowledges that the availability, pricing, functionality, rate limits, and terms of use of such Third-Party APIs are controlled exclusively by the respective third-party providers and may change without notice. Hype Nest Global shall not be liable for any interruption, degradation, discontinuation, or change in Third-Party APIs, and will use commercially reasonable efforts to notify Customer of material changes that affect the Services where Hype Nest Global becomes aware of them.

26. THIRD-PARTY SOFTWARE DISCLAIMER

HYPE NEST GLOBAL MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING ANY THIRD-PARTY SERVICE, SOFTWARE, API, MODEL, OR PLATFORM INTEGRATED WITH OR RELIED UPON BY THE SERVICES. Customer’s use of Third-Party Services is governed by the applicable third party’s own terms of service and privacy policy, and Customer is solely responsible for reviewing and complying with such terms. Hype Nest Global disclaims all liability for any acts, omissions, data breaches, service interruptions, or damages arising from or related to Third-Party Services, whether or not such Third-Party Services were recommended, integrated, or configured by Hype Nest Global.

27. FEES AND PRICING

Fees for the Services shall be as set forth in the applicable Order Form, SOW, or published pricing plan. Hype Nest Global reserves the right to modify pricing for Subscription Services prospectively, with at least thirty (30) days’ prior written notice before such changes take effect on renewal. Fees for custom development, consulting, and project-based engagements are fixed as specified in the SOW unless a Change Request is approved. All fees are quoted and payable in the currency specified in the applicable Order Form (typically Indian Rupees (INR) or United States Dollars (USD), as agreed), and are exclusive of applicable taxes unless stated otherwise.

28. TAXES

Customer is responsible for all sales, use, value-added, goods and services (GST), withholding, and other taxes, duties, and governmental charges of any kind (excluding taxes based on Hype Nest Global’s net income) associated with its purchase and use of the Services. If Hype Nest Global is required to collect or pay any such taxes, the applicable amount will be invoiced to Customer, unless Customer provides a valid tax exemption certificate. Where Customer is legally required to withhold taxes from payments to Hype Nest Global, Customer shall provide Hype Nest Global with official documentation evidencing such withholding.

29. PAYMENT TERMS

Unless otherwise specified in an Order Form, invoices are due within fifteen (15) days of the invoice date (“Due Date”). For custom development projects, Hype Nest Global may require an upfront deposit (typically thirty to fifty percent (30-50%) of total project fees) prior to commencement of work, with remaining fees invoiced upon completion of agreed milestones. For Subscription Services, fees are billed in advance on a monthly or annual basis, as selected by Customer, via the payment method on file. Customer authorizes Hype Nest Global (or its designated payment processor, such as Stripe or Razorpay) to charge the applicable payment method for all fees due. All fees, once invoiced and undisputed, are non-cancellable, and except as expressly provided in Section 32, payments are non-refundable.

30. LATE PAYMENTS

Any amount not paid by the Due Date shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the Due Date until paid in full. Customer shall reimburse Hype Nest Global for reasonable costs of collection, including attorney’s fees, incurred in recovering overdue amounts. Repeated late payment (defined as late payment on two or more consecutive invoices) shall constitute a material breach of this Agreement, entitling Hype Nest Global to suspend Services pursuant to Section 31 or terminate this Agreement pursuant to Section 62.

31. SUSPENSION FOR NON-PAYMENT

If any invoiced amount remains unpaid for more than fifteen (15) days past the Due Date, Hype Nest Global may, upon prior written notice, suspend Customer’s access to the Services, including Subscription Services, AI agents, hosted applications, and support, without liability, until all outstanding amounts (together with accrued interest) are paid in full. Suspension does not relieve Customer of its obligation to pay fees accrued during the suspension period for Subscription Services, unless the Agreement is terminated. Hype Nest Global will provide at least five (5) business days’ prior written notice before suspending Services for non-payment, except where Hype Nest Global reasonably believes immediate suspension is necessary to prevent fraud or further loss.

32. REFUND POLICY

Except as expressly stated in an applicable Order Form or as required by mandatory law, all fees paid to Hype Nest Global are non-refundable. For Subscription Services, no refunds or credits will be provided for partial subscription periods, downgrades, or unused capacity. For project-based engagements, deposits are non-refundable once work has commenced, reflecting resource allocation and opportunity cost already incurred by Hype Nest Global; however, Hype Nest Global will provide a pro-rated refund of fees paid for milestones not yet commenced if Customer terminates the SOW prior to the commencement of the relevant milestone. Refunds, where granted at Hype Nest Global’s discretion, will be processed within thirty (30) days using the original payment method where reasonably possible.

33. CANCELLATION POLICY

Customer may cancel a Subscription Service by providing written notice in accordance with the non-renewal provisions of Section 13; cancellation will take effect at the end of the then-current billing or subscription term, and Customer will retain access through that date. Project-based engagements governed by an SOW may be terminated by Customer for convenience upon thirty (30) days’ written notice, subject to payment for all work performed and non-cancellable third-party costs incurred through the effective date of termination, plus, where applicable, a wind-down fee reflecting resource reallocation costs as specified in the SOW. Hype Nest Global may cancel or decline to renew any Service at its discretion by providing at least thirty (30) days’ prior notice, except in cases of Customer breach, where immediate termination pursuant to Section 62 applies.

34. DATA OWNERSHIP

As between the parties, Customer retains all right, title, and interest in and to Customer Data, including data submitted to or generated through use of AI Services (excluding Hype Nest Global IP embedded therein). Hype Nest Global does not claim ownership over Customer Data. Customer grants Hype Nest Global a limited, non-exclusive, worldwide license to access, process, store, transmit, and use Customer Data solely to the extent necessary to provide, maintain, secure, and improve the Services, including for training or fine-tuning Customer-dedicated AI configurations where expressly agreed, and for aggregated, de-identified analytics that do not identify Customer or any individual. Hype Nest Global shall not use Customer Data to train general-purpose, cross-customer AI models without Customer’s prior written consent.

35. PRIVACY

Hype Nest Global’s collection, use, and disclosure of personal data in connection with the Services is described in our Privacy Policy, which is incorporated into this Agreement by reference. Customer represents and warrants that it has provided all necessary notices and obtained all necessary consents from data subjects (including its own end users, employees, and customers) prior to submitting personal data to the Services, and that its use of the Services complies with applicable data protection laws, including, where applicable, the Digital Personal Data Protection Act, 2023 (India), the General Data Protection Regulation (EU/UK), the California Consumer Privacy Act, and other applicable regional privacy laws. Customer is solely responsible for determining whether its use of AI Services to process personal data is lawful in its jurisdiction and industry.

36. DATA PROCESSING

Where Hype Nest Global processes personal data on Customer’s behalf as a data processor or service provider, the parties shall, upon request, execute a Data Processing Addendum (“DPA”) consistent with applicable data protection laws, setting out the subject matter, duration, nature, and purpose of processing, the types of personal data and categories of data subjects involved, and the obligations and rights of each party. In the absence of an executed DPA, Hype Nest Global will process Customer Data solely as necessary to provide the Services, in accordance with Customer’s documented instructions, and consistent with the data protection commitments described in the Privacy Policy.

37. SECURITY

Hype Nest Global implements administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, and destruction, consistent with generally accepted industry practices, including encryption in transit, access controls, and periodic security review of infrastructure providers. However, no method of transmission or storage is completely secure, and Hype Nest Global cannot guarantee absolute security. Customer is responsible for implementing appropriate security measures on its own systems, including safeguarding credentials, API keys, and endpoints used to access the Services, and for promptly applying any security recommendations communicated by Hype Nest Global. Depending on the Service, security measures may include role-based access controls, multi-factor authentication options, network segmentation, logging and monitoring of access to production systems, and reliance on infrastructure providers (such as AWS, Microsoft Azure, and Google Cloud) that maintain their own independent security certifications. Hype Nest Global will notify Customer of any significant change to its security posture that could reasonably be expected to materially affect the confidentiality or integrity of Customer Data.

38. CONFIDENTIALITY

Each party agrees to protect the other party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar nature, and in no event less than a reasonable standard of care. Each party shall use the other party’s Confidential Information solely for purposes of performing its obligations or exercising its rights under this Agreement, and shall not disclose such Confidential Information to any third party except to employees, contractors, or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that (a) is or becomes publicly available through no fault of the receiving party, (b) was rightfully known to the receiving party prior to disclosure, (c) is independently developed without use of the disclosing party’s Confidential Information, or (d) is rightfully obtained from a third party without restriction. A party may disclose Confidential Information where required by law, regulation, or court order, provided it gives the disclosing party prompt notice (where legally permissible) to allow the disclosing party to seek a protective order. The confidentiality obligations in this Section shall survive termination of this Agreement for a period of five (5) years, except with respect to trade secrets, which shall be protected for as long as they retain trade secret status under applicable law.

39. NON-SOLICITATION

During the term of any engagement and for a period of twelve (12) months thereafter, Customer agrees not to directly solicit for hire, hire, or engage as an independent contractor any employee or contractor of Hype Nest Global who was materially involved in the delivery of Services to Customer, without Hype Nest Global’s prior written consent. This restriction does not apply to individuals who respond to general public job postings not specifically targeted at Hype Nest Global personnel. In the event of a breach of this Section, Customer agrees to pay Hype Nest Global, as liquidated damages and not as a penalty, an amount equal to fifty percent (50%) of the hired individual’s first-year annual compensation, reflecting the reasonable estimate of recruitment and replacement costs.

40. SERVICE AVAILABILITY

Hype Nest Global will use commercially reasonable efforts to make Subscription Services available on a continuous basis, subject to scheduled maintenance, emergency maintenance, and factors outside Hype Nest Global’s reasonable control, including outages of underlying cloud infrastructure or Third-Party APIs. Except where a specific service level agreement (“SLA”) with defined uptime commitments and service credits has been separately executed in writing, the Services are provided without any uptime guarantee, and Section 45 (Disclaimer of Warranties) shall govern. Where an SLA is in place, service credits, if any, shall constitute Customer’s sole and exclusive remedy for failure to meet the applicable service level.

41. MAINTENANCE WINDOWS

Hype Nest Global may perform scheduled maintenance on the Services, which may result in temporary unavailability. Hype Nest Global will use reasonable efforts to schedule routine maintenance during low-traffic periods and to provide advance notice of at least twenty-four (24) hours where practicable. Emergency maintenance required to address security vulnerabilities, critical bugs, or Third-Party Service issues may be performed without advance notice. Hype Nest Global shall not be liable for any disruption caused by maintenance performed in accordance with this Section.

42. SUPPORT SERVICES

Hype Nest Global will provide support for Subscription Services in accordance with the support tier specified in the applicable Order Form (e.g., standard business-hours email support, or premium support with defined response times). Support does not include: (a) training beyond what is specified in the Order Form; (b) support for issues arising from Customer’s misuse, unauthorized modification, or third-party integrations not implemented by Hype Nest Global; or (c) support for legacy versions of the Services no longer under active maintenance. Additional support, training, or custom development beyond the agreed scope may be provided on a time-and-materials basis at Hype Nest Global’s then-current rates.

43. SERVICE MODIFICATIONS

Hype Nest Global reserves the right, at its sole discretion, to modify, enhance, update, or discontinue any aspect of the Services, including features, AI models used, user interfaces, and pricing structures for future terms, provided that Hype Nest Global will provide reasonable advance notice of any modification that materially reduces the core functionality of a paid Subscription Service during an active subscription term. Continued use of the Services following any modification constitutes acceptance of the modified Services. Where a modification is unacceptable to Customer and materially degrades previously purchased functionality, Customer’s sole remedy shall be to terminate the affected Subscription Service and receive a pro-rated refund for the unused portion of the then-current prepaid term.

44. WARRANTIES

Each party represents and warrants that: (a) it has the full right, power, and authority to enter into this Agreement; (b) its performance of this Agreement does not and will not violate any other agreement to which it is a party; and (c) it will comply with applicable laws in connection with its performance under this Agreement. Hype Nest Global further warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards. Customer’s exclusive remedy, and Hype Nest Global’s sole obligation, for breach of the warranty in the preceding sentence shall be re-performance of the non-conforming Services, provided Customer notifies Hype Nest Global of the non-conformance within thirty (30) days of delivery.

45. DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 44, THE SERVICES, DELIVERABLES, AI OUTPUT, AND ANY RELATED DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. HYPE NEST GLOBAL DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES WILL MEET CUSTOMER’S SPECIFIC BUSINESS REQUIREMENTS OR EXPECTATIONS, INCLUDING WITH RESPECT TO REVENUE, LEAD GENERATION, CONVERSION RATES, SEARCH ENGINE RANKINGS, OR ANY OTHER BUSINESS OUTCOME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMER TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

46. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HYPE NEST GLOBAL, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF HYPE NEST GLOBAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HYPE NEST GLOBAL’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO HYPE NEST GLOBAL FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY OF ITS ESSENTIAL PURPOSE, AND SHALL NOT APPLY TO (I) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, (II) A PARTY’S INDEMNIFICATION OBLIGATIONS, OR (III) DAMAGES ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, TO THE EXTENT SUCH LIMITATION IS PROHIBITED BY APPLICABLE LAW.

47. INDEMNIFICATION

Customer agrees to indemnify, defend, and hold harmless Hype Nest Global and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Customer Data or Customer’s use of the Services in violation of this Agreement or applicable law; (b) Customer’s breach of its representations, warranties, or obligations under this Agreement; (c) Customer’s reliance on AI Output without appropriate human review in circumstances where such review was reasonably warranted; or (d) infringement claims arising from Customer-supplied specifications, content, or data. Hype Nest Global agrees to indemnify, defend, and hold harmless Customer from third-party claims alleging that the unmodified Services, as delivered by Hype Nest Global and used in accordance with this Agreement, infringe a third party’s registered intellectual property rights, excluding claims arising from Customer Data, Customer specifications, Third-Party Services, or modifications not made by Hype Nest Global. The indemnified party shall promptly notify the indemnifying party of any claim, allow the indemnifying party to control the defense and settlement (subject to the indemnified party’s consent for settlements imposing liability on it), and provide reasonable cooperation, at the indemnifying party’s expense. If the Services become, or in Hype Nest Global’s reasonable opinion are likely to become, the subject of an infringement claim, Hype Nest Global may, at its option and expense: (i) procure for Customer the right to continue using the affected Service; (ii) modify or replace the affected Service to make it non-infringing while providing substantially similar functionality; or (iii) if neither option is commercially reasonable, terminate the affected Service and refund any prepaid, unused fees for that Service. This Section states Hype Nest Global’s entire liability, and Customer’s sole remedy, for intellectual property infringement claims relating to the Services.

48. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performance under this Agreement (other than payment obligations) resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, epidemic or pandemic, governmental action, labor disputes, power or internet outages, failures of Third-Party Services or cloud infrastructure providers, and cyberattacks not caused by the affected party’s negligence (“Force Majeure Event”). The affected party shall notify the other party promptly and use commercially reasonable efforts to mitigate the impact of the Force Majeure Event. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected SOW or Order Form upon written notice, without further liability except for fees due for Services already rendered.

49. EXPORT CONTROL COMPLIANCE

Customer acknowledges that the Services, including AI models and related technology, may be subject to export control and import laws and regulations of India, the United States, the European Union, and other applicable jurisdictions. Customer represents that it is not located in, and will not access or use the Services from, any country or region subject to comprehensive trade embargoes, and that it is not identified on any restricted party, denied person, or entity list maintained by the Government of India, the U.S. Department of Commerce, the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC), the European Union, or the United Nations. Customer shall not use the Services to export, re-export, or transfer any technology or software in violation of applicable export control laws.

50. SANCTIONS COMPLIANCE

Customer represents and warrants that neither it, nor any of its officers, directors, or beneficial owners, is a person or entity subject to sanctions administered by OFAC, the United Nations Security Council, the European Union, the United Kingdom, or the Government of India, and that it will not use the Services to conduct business with, or for the benefit of, any sanctioned person, entity, or jurisdiction. Hype Nest Global reserves the right to immediately suspend or terminate Services, without liability, upon discovering that Customer or its use of the Services violates applicable sanctions laws.

51. ANTI-BRIBERY COMPLIANCE

Each party represents and warrants that it will comply with all applicable anti-bribery and anti-corruption laws, including the Prevention of Corruption Act, 1988 (India), the U.S. Foreign Corrupt Practices Act, and the UK Bribery Act 2010, and that it has not offered, promised, given, or authorized, and will not offer, promise, give, or authorize, any payment or thing of value to any government official or private party for the purpose of improperly influencing any act or decision in connection with this Agreement. Each party shall maintain accurate books and records reflecting all transactions related to this Agreement.

52. COMPLIANCE WITH APPLICABLE LAWS

Each party shall comply with all applicable laws, rules, and regulations in connection with its performance under this Agreement, including but not limited to data protection, consumer protection, telecommunications, electronic communications (including anti-spam laws applicable to WhatsApp, email, and SMS automation), and industry-specific regulatory requirements applicable to Customer’s business (such as healthcare, financial services, or education regulations). Customer is solely responsible for ensuring that its specific use case for the Services, including any AI agent, chatbot, or automation deployed to interact with its own customers or the public, complies with laws applicable to Customer’s industry and jurisdiction, and Hype Nest Global’s provision of the underlying technology does not constitute a representation of such compliance.

53. HEALTHCARE DISCLAIMER

Where Customer is a healthcare provider, clinic, or other entity operating in the healthcare sector, Customer acknowledges that the Services, including AI receptionists, appointment scheduling tools, and document processing systems, are administrative and operational tools only, and are not intended to provide medical diagnosis, treatment recommendations, or clinical decision support. AI Output must not be relied upon as a substitute for the independent judgment of qualified healthcare professionals. Customer is solely responsible for ensuring that its use of the Services complies with applicable healthcare regulations, including patient privacy laws such as HIPAA (where applicable), India’s Digital Personal Data Protection Act, and any applicable medical device or clinical software regulations. Where Customer requires HIPAA-level safeguards, a separate Business Associate Agreement must be executed prior to processing protected health information through the Services.

54. NO LEGAL ADVICE

Nothing in the Services, including AI Output, consulting deliverables, or Documentation, constitutes legal advice, and no attorney-client relationship is created between Hype Nest Global and Customer. Any content generated by AI Services relating to contracts, compliance, regulatory matters, or legal terminology is provided for general informational purposes only and must be reviewed by Customer’s own qualified legal counsel prior to use or reliance. Hype Nest Global disclaims all liability for legal consequences arising from Customer’s use of AI-generated legal content without independent legal review.

55. NO FINANCIAL ADVICE

The Services, including AI-powered analytics, market research, business intelligence, and forecasting tools, are provided for informational and operational purposes only and do not constitute financial, investment, tax, or accounting advice. Hype Nest Global is not a registered investment advisor, broker-dealer, or financial institution. Customer should consult with qualified financial, tax, or investment professionals before making decisions based on outputs generated by the Services. Hype Nest Global disclaims all liability for financial losses arising from reliance on AI-generated financial analysis, forecasts, or recommendations.

56. AI HALLUCINATION DISCLAIMER

Customer acknowledges that generative AI systems, including large language models integrated into the Services, may produce “hallucinations” — outputs that are factually incorrect, internally inconsistent, or entirely fabricated, including invented citations, statistics, names, or events, while appearing plausible and confident in tone. Hype Nest Global has implemented reasonable technical measures (such as retrieval-augmented generation and prompt engineering, where applicable) to reduce the frequency of hallucinations, but cannot eliminate this inherent characteristic of current generative AI technology. Customer bears full responsibility for fact-checking and validating AI Output prior to external publication, regulatory submission, or any use where factual accuracy is material.

57. NO GUARANTEED RESULTS

Customer acknowledges that the deployment of AI agents, automation workflows, custom software, and digital transformation initiatives involves organizational change, user adoption, and integration factors that are substantially within Customer’s own control and outside Hype Nest Global’s control. Any projections, benchmarks, or case studies referenced by Hype Nest Global reflect outcomes experienced by other customers under different circumstances and are not predictive of Customer’s own results. HYPE NEST GLOBAL DOES NOT GUARANTEE ANY SPECIFIC BUSINESS OUTCOME, INCLUDING BUT NOT LIMITED TO INCREASED REVENUE, RETURN ON INVESTMENT, LEAD CONVERSION, CUSTOMER SATISFACTION, SEARCH ENGINE RANKING, WEBSITE TRAFFIC, OPERATIONAL EFFICIENCY GAINS, COST SAVINGS, OR ANY OTHER PERFORMANCE METRIC, AS A RESULT OF USING THE SERVICES. Statements regarding potential benefits of the Services made in marketing materials, sales conversations, proposals, or case studies are illustrative and aspirational only, and do not constitute a warranty or contractual commitment unless expressly and specifically set forth as a guaranteed deliverable in a signed SOW. Business outcomes depend on numerous factors outside Hype Nest Global’s control, including market conditions, Customer’s own execution, and third-party actions.

58. CYBERSECURITY DISCLAIMER

While Hype Nest Global implements reasonable security measures as described in Section 37, Customer acknowledges that no software, system, or automation platform, including those developed or deployed by Hype Nest Global, can be guaranteed to be completely free from vulnerabilities, and that the threat landscape for cyberattacks is constantly evolving. Hype Nest Global shall not be liable for damages arising from cyberattacks, data breaches, or unauthorized access that occur despite the implementation of reasonable security measures, except to the extent such incidents result from Hype Nest Global’s gross negligence or willful misconduct. Customer is responsible for maintaining its own cybersecurity posture, including firewalls, endpoint protection, and employee security training, with respect to systems outside Hype Nest Global’s direct control.

59. INCIDENT REPORTING

In the event Hype Nest Global becomes aware of a security incident that has resulted in unauthorized access to, or disclosure of, Customer Data, Hype Nest Global will notify Customer without undue delay, and in any event within the timeframe required by applicable law, and will provide reasonably available information regarding the nature and scope of the incident and the remedial measures taken or planned. Customer shall likewise promptly notify Hype Nest Global if it becomes aware of any unauthorized access to its account or systems that may affect the security of the Services. Each party shall reasonably cooperate with the other in investigating and remediating any such incident.

60. AUDIT RIGHTS

Upon reasonable prior written notice (not less than fifteen (15) business days), and no more than once per twelve (12)-month period unless required by a regulatory authority or following a security incident, Customer may request a summary of Hype Nest Global’s security practices relevant to the Services, and Hype Nest Global may, at its discretion, make available relevant third-party audit reports (such as SOC 2 or ISO 27001 certifications, where obtained) in lieu of an on-site audit. Any on-site or systems-level audit requested by Customer shall be conducted at Customer’s expense, during normal business hours, subject to a mutually agreed scope and a confidentiality agreement, and shall not unreasonably interfere with Hype Nest Global’s operations or its obligations to other customers.

61. SUSPENSION OF SERVICES

In addition to suspension rights described in Section 31, Hype Nest Global may suspend Customer’s access to all or part of the Services, with notice where reasonably practicable, if Hype Nest Global reasonably determines that: (a) Customer’s use poses a security risk to the Services or other customers; (b) Customer is in breach of the Acceptable Use Policy or Prohibited Activities provisions; (c) suspension is required to comply with applicable law or a governmental request; or (d) continued provision of Services would expose Hype Nest Global to material legal or regulatory liability. Hype Nest Global will use reasonable efforts to limit the scope and duration of any suspension to what is reasonably necessary to address the underlying issue.

62. TERMINATION

Either party may terminate this Agreement or an applicable SOW for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice describing the breach in reasonable detail, provided that Hype Nest Global may terminate immediately, without opportunity to cure, in cases of non-payment persisting beyond the suspension period in Section 31, violation of the Acceptable Use Policy, suspected fraud, or violation of Sections 49-51 (Export Control, Sanctions, and Anti-Bribery Compliance). Upon termination: (a) Customer shall pay all fees accrued and outstanding through the effective date of termination; (b) Customer’s license to use the Services shall immediately cease; (c) Hype Nest Global will make Customer Data available for export for a period of thirty (30) days following termination, after which Hype Nest Global may delete such data in accordance with its data retention practices, except where retention is required by law; and (d) each party shall return or destroy the other party’s Confidential Information upon request, except as required for legal compliance or as retained in routine backup archives subject to ongoing confidentiality obligations.

63. SURVIVAL

The following Sections shall survive expiration or termination of this Agreement for any reason: Section 2 (Definitions), Section 20 (Intellectual Property Rights), Section 21 (Ownership of Deliverables), Section 27-32 (Fees, Taxes, and Payment-related provisions, to the extent of amounts accrued prior to termination), Section 38 (Confidentiality), Section 39 (Non-Solicitation), Section 45 (Disclaimer of Warranties), Section 46 (Limitation of Liability), Section 47 (Indemnification), Section 62 (Termination), this Section 63 (Survival), and Sections 70-73 (Governing Law, Jurisdiction, Arbitration, and Class Action Waiver), together with any other provision that by its nature is intended to survive.

64. ASSIGNMENT

Customer may not assign or transfer this Agreement, in whole or in part, whether by operation of law, change of control, merger, or otherwise, without Hype Nest Global’s prior written consent, which shall not be unreasonably withheld. Hype Nest Global may assign this Agreement without Customer’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee agrees to be bound by the terms of this Agreement. Any purported assignment in violation of this Section shall be null and void. This Agreement shall be binding upon and inure to the benefit of the parties’ permitted successors and assigns.

65. ENTIRE AGREEMENT

This Agreement, together with any applicable Order Form, SOW, MSA, DPA, and Hype Nest Global’s Privacy Policy, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, understandings, negotiations, and communications, whether oral or written, relating to such subject matter. In the event of a conflict between the terms of these Terms and an executed SOW or Order Form, the specific terms of the SOW or Order Form shall govern with respect to the subject matter of that document, unless the SOW or Order Form expressly states otherwise. No terms or conditions contained in any Customer-issued purchase order or similar document shall apply to or modify this Agreement, even if Hype Nest Global does not object to such terms.

66. WAIVER

No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof. Any waiver must be in writing and signed by the waiving party to be effective, and shall apply only to the specific instance for which it is given.

67. SEVERABILITY

If any provision of this Agreement is held by a court or arbitral tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its intent, or if such modification is not possible, such provision shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect.

68. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by email (with confirmation of receipt), courier, or registered post to the addresses specified in the applicable Order Form or, in the case of notices to Hype Nest Global, to the contact details specified in Section 75. Notices to Customer may also be delivered through in-Service notifications or to the email address associated with Customer’s account. Notices shall be deemed given: (a) upon confirmed receipt if delivered by email; (b) upon delivery if delivered by courier; or (c) five (5) business days after mailing if sent by registered post.

69. ELECTRONIC COMMUNICATIONS

Customer consents to receive communications from Hype Nest Global electronically, including via email, in-app notifications, and, where applicable, SMS or WhatsApp messages related to the Services, billing, and account management. Customer agrees that electronic signatures, agreements executed via electronic signature platforms, and electronic records satisfy any legal requirement that such communications be in writing, to the extent permitted by applicable law, including the Information Technology Act, 2000 (India) and the applicable electronic transactions laws of Customer’s jurisdiction.

70. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles, except that where Customer is located outside India and mandatory local consumer protection laws require the application of local law to certain provisions, such mandatory local laws shall apply solely to the extent required.

71. JURISDICTION

Subject to Section 72 (Arbitration), the courts located in Bengaluru, Karnataka, India shall have exclusive jurisdiction to hear any dispute arising out of or in connection with this Agreement that is not subject to arbitration, and each party irrevocably submits to the exclusive jurisdiction of such courts and waives any objection to venue or forum non conveniens.

72. ARBITRATION

Any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, interpretation, breach, or termination, shall be referred to and finally resolved by arbitration administered under the Arbitration and Conciliation Act, 1996 (India), as amended. The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties, or, failing agreement within thirty (30) days of a request for arbitration, appointed in accordance with the applicable rules of a recognized arbitral institution in Bengaluru. The seat and venue of arbitration shall be Bengaluru, Karnataka, India, and the language of arbitration shall be English. The arbitral award shall be final and binding on the parties, and judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek interim or injunctive relief from a court of competent jurisdiction to protect its intellectual property or Confidential Information pending resolution of the dispute through arbitration.

73. CLASS ACTION WAIVER

To the maximum extent permitted by applicable law, any dispute resolution proceedings, whether in arbitration or in court, shall be conducted solely on an individual basis, and Customer agrees not to bring or participate in any claim as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding against Hype Nest Global. Where applicable law prohibits a class action waiver with respect to a particular claim or jurisdiction, this Section shall not apply to that claim or jurisdiction to the extent of such prohibition, and the remainder of this Section shall remain in full force and effect.

74. AMENDMENTS

Hype Nest Global reserves the right to amend or update these Terms from time to time to reflect changes in its Services, legal or regulatory requirements, or business practices. Material changes will be communicated to Customer via email or through a notice on Hype Nest Global’s website or within the Services at least fifteen (15) days prior to the effective date of such changes, except where changes are required immediately for legal or security reasons. Continued use of the Services after the effective date of any amendment constitutes acceptance of the amended Terms. Amendments to a specific SOW or Order Form require the written agreement of both parties.

75. CONTACT INFORMATION

Questions, notices, or concerns regarding these Terms and Conditions should be directed to Hype Nest Global at its head office in Bengaluru, Karnataka, India, or through the official contact channels published on Hype Nest Global’s website. For legal notices, Customer should use the contact information specified in the applicable Order Form or, in its absence, the general business contact details published on Hype Nest Global’s official website at the time notice is given.