1. HyPa Service
2. User Content
Some areas of the Service allow Users to submit, provide, or otherwise make available content such as videos, images, music, text, comments, questions, and other content or information (any such materials a User submits, provides, or otherwise makes available on the Service is referred to as “User Content”). We claim no ownership rights over User Content created by you. The User Content you create remains yours. By submitting, providing, or otherwise making available any User Content on or through the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to HyPa a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. For the purposes of this Agreement, “Intellectual Property Rights ” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction. In connection with your User Content, you affirm, represent and warrant the following: You have the written consent of each and every identifiable natural person in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use. You have obtained and are solely responsible for obtaining all consents as may be required by law to post any User Content relating to third parties. Your User Content and HyPa’s use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights. HyPa may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise. To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate. HyPa takes no responsibility and assumes no liability for any User Content that you or any other User submits, provides or otherwise makes available over the Service. You shall be solely responsible for your User Content and the consequences of submitting it, providing it, or otherwise making it available on the Service, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content.
3. Customer Data
4. Our Proprietary Rights
Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “HyPa Content ”), and all Intellectual Property Rights related thereto, are the exclusive property of HyPa and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any HyPa Content. Use of the HyPa Content for any purpose not expressly permitted by this Agreement is strictly prohibited. You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas ”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place HyPa under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, HyPa does not waive any rights to use similar or related ideas previously known to HyPa, or developed by its employees, or obtained from sources other than you.
HyPa will maintain commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of Customer Data and implement your privacy settings. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide and/or allow access to Customer Data at your own risk.
7. DMCA Notice
Since we respect artist and content owner rights, it is HyPa’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA ”). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify HyPa’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing: An electronic or physical signature of a person authorized to act on behalf of the copyright owner; Identification of the copyrighted work that you claim has been infringed; 3. Identification of the material that is claimed to be infringing and where it is located on the Service; Information reasonably sufficient to permit HyPa to contact you, such as your address, telephone number, and, e-mail address; A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner. The above information must be submitted to the following DMCA Agent: Attn: Copyright Manager Company: The Coniferous Email: [email protected] Under federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees. Please note that this procedure is exclusively for notifying HyPa and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with HyPa’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws. In accordance with the DMCA and other applicable law, HyPa has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. HyPa may also at its sole discretion limit access to the Service and/or terminate the User Accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
8. Third-Party Links and Information
You agree to defend, indemnify and hold harmless HyPa and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) your use of and access to the Service, including any data or content transmitted or received by you; (b) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (c) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (d) your violation of any applicable law, rule or regulation; (e) User Content or any content that is submitted via your User Account including without limitation misleading, false, or inaccurate information; (f) your willful misconduct; or (g) any other party’s access and use of the Service with your unique username, password or other appropriate security code.
10. No Warranty
the Service is provided on an “as is” and “as available” basis. Use of the Service is at your own risk. To the maximum extent permitted by applicable law, the Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from HyPa or through the Service will create any warranty not expressly stated herein. Without limiting the foregoing, HyPa, its subsidiaries, its affiliates, and its licensors do not warrant that the content is accurate, reliable or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Service. Further, HyPa does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website or service, and HyPa will not be a party to or in any way monitor any transaction between you and third-party providers of products or services. Federal law, some states, provinces and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, so the above exclusions may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers and exclusions under this Agreement will not apply to the extent prohibited by applicable law.
11. Limitations and Liability
To the maximum extent permitted by applicable law, in no event shall HyPa, its affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, the Service. Under no circumstances will HyPa be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service or your account or the information contained therein. To the maximum extent permitted by applicable law, HyPa assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our service; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Service; (v) any bugs, viruses, Trojan horses, or the like that may be transmitted to or through our service by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; and/or (vii) User Content or the defamatory, offensive, or illegal conduct of any third party. In no event shall HyPa, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to HyPa hereunder or $100.00, whichever is greater. This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if HyPa has been advised of the possibility of such damage. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under this Agreement will not apply to the extent prohibited by applicable law.
12. Special Terms for New Jersey
If you are a consumer residing in New Jersey, the following provisions of this Agreement do not apply to you (and do not limit any rights that you may have) to the extent that they are unenforceable under New Jersey law: (a) the disclaimer of liability for any indirect, incidental, consequential, special, exemplary or punitive damages of any kind (for example, to the extent unenforceable under the New Jersey Punitive Damages Act, New Jersey Products Liability Act, New Jersey Uniform Commercial Code and New Jersey Consumer Fraud Act; (b) the limitation on liability for lost profits or loss or misuse of any data (for example, to the extent unenforceable under the New Jersey Identity Theft Protection Act and New Jersey Consumer Fraud Act); (c) application of the limitations of liability to the recovery of damages that arise under contract and tort, including negligence, strict liability or any other theory (for example, to the extent such damages are recoverable by a consumer under New Jersey law, including the New Jersey Products Liability Act; (d) the requirement that you indemnify HyPa (for example, to the extent the scope of such indemnity is prohibited under New Jersey law); and (e) the Delaware governing law provision (for example, to the extent that your rights as a consumer residing in New Jersey are required to be governed by New Jersey law).
13. Governing Law, Arbitration, and Class
13.1 Governing Law You agree that: (i) the Service shall be deemed solely based in Mumbai; and (ii) the Service shall be deemed a passive service that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Mumbai. This Agreement shall be governed by the internal substantive laws of the State of Maharashtra, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. 13.2 Arbitration Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from HyPa. For any dispute with HyPa, you agree to first contact us at [email protected] and attempt to resolve the dispute with us informally. In the unlikely event that HyPa has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims ”), by binding arbitration. The arbitration will be conducted in Mumbai, unless you and HyPa agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing HyPa from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights. 13.3 Class Action/Jury Trial Waiver With respect to all persons and entities, regardless of whether they have obtained or used the Service for personal, commercial or other purposes, all Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s Claims. You agree that, by entering into this Agreement, you and HyPa are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.
14.1 Assignment This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by HyPa without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. 14.2 Notification Procedures and Changes to the Agreement HyPa may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by HyPa in our sole discretion. HyPa reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. HyPa is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. HyPa may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to the Agreement. Your continued use of the Service after any such change constitutes your acceptance of the updated Agreement of the Service. If you do not agree to any of these terms or any future terms of the Agreement, do not use or access (or continue to access) the Service. 14.3 No Waiver No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and HyPa’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. 14.4 Contact Please contact us at [email protected] with any questions regarding this Agreement.