Last updated: September 15, 2026
These SaaS Services Terms (these “Terms”) are incorporated by reference into each Order Form entered into between Digital Workers of California, Inc. (d/b/a Hyperspell), a Delaware corporation (“Company”), and the customer identified in the Order Form (“Customer”). The Order Form, these Terms as in effect on the Effective Date of the Order Form, and the Data Processing Addendum available at hyperspell.com/dpa (the “DPA”) together form the “Agreement.” In the event of conflict, the DPA controls with respect to the processing of personal data, and the Order Form otherwise controls over these Terms. Company may update these Terms prospectively; any update that materially reduces Customer’s rights applies to Customer only upon renewal of the then-current term and with at least thirty (30) days’ prior written notice. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party. The “Effective Date” and other commercial terms are as set forth in the Order Form.
Subject to the Agreement, Company will use commercially reasonable efforts to provide Customer with the services described in the Order Form (the “Services”). As a covenant and not a warranty, Company may modify, update, enhance, or discontinue features of the Services from time to time; provided that Company will not materially reduce the core functionality of the Services during the then-current term without Customer's prior written consent. As part of registration, Customer will identify an administrative user name and password for Customer’s account. Company reserves the right to refuse registration of, or cancel, passwords it deems inappropriate.
Company will provide Customer with Premium Support, included at no additional charge for the Term, comprising: (a) a dedicated shared Slack channel providing a direct line to Company engineering; (b) a named Customer Success Manager / Technical Account Manager; (c) a same-business-day response target for support requests submitted on weekdays; (d) 24/7 emergency escalation for production-critical issues; (e) implementation assistance (target four to six weeks) and a forward-deployed Company engineer for the first ninety (90) days of operation; and (f) onboarding of additional supported integrations, target 24–48 hour turnaround where the source system exposes a documented, available API.
Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels. With respect to any Software distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
Customer may not remove or export, or allow the export or re-export of, the Services, Software or anything related thereto, or any direct product thereof, in violation of any applicable export control laws, trade sanctions, or import/export regulations, including without limitation those of the United States (including the Export Administration Regulations administered by the U.S. Department of Commerce and sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control) and, where applicable, any other jurisdiction in which Customer operates or is incorporated, including the United Kingdom and the European Union.
Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect and all applicable laws and regulations. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or is alleged to be) in violation of the foregoing.
Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services (collectively, “Equipment”), and for maintaining the security of the Equipment, Customer’s account, passwords, and files, and for all uses of Customer’s account or the Equipment with or without Customer’s knowledge or consent. Customer is responsible for the acts and omissions of its authorized users and any Affiliate granted access to the Services, and any breach of the Agreement by such persons shall be deemed a breach by Customer.
In addition to the restrictions in Section 2.1, Customer will not, and will ensure that its authorized users do not, use the Services to: (a) generate, store, or transmit content that is unlawful, defamatory, obscene, fraudulent, or that violates the rights of any third party; (b) attempt to circumvent, disable, or interfere with any security, rate-limiting, access-control, or content-filtering feature of the Services; (c) introduce any virus, worm, Trojan horse, or other malicious code into the Services; (d) use the Services to develop a competing product or service, or to perform competitive benchmarking or analysis, without Company's prior written consent; or (e) submit prompts or data designed to extract, reconstruct, or reverse-engineer any model weights, training data, or proprietary algorithms of Company or its third-party providers.
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (“Proprietary Information”). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information; and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or disclose to any third person any such Proprietary Information. The foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof, or any information that constitutes a trade secret under applicable law, for which the confidentiality obligations shall continue for so long as such information retains its trade secret status, or to any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law.
As between the parties, Customer owns all right, title and interest in and to the Customer Data. Company owns and retains all right, title and interest in and to (a) the Services and Software, and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Services or support, and (c) all intellectual property rights related to any of the foregoing. Customer grants Company a limited, non-exclusive, worldwide license to access, process, store and transmit Customer Data solely as necessary to provide, maintain, secure and support the Services for Customer.
Company will not use Customer Data to train, fine-tune, retrain, or otherwise develop or improve any machine-learning or artificial-intelligence model, whether Company’s own or that of any third party, and will contractually prohibit each subprocessor and model provider that processes Customer Data from doing so. For clarity, inputs submitted to and outputs generated by any model in the course of providing the Services are not used to train, fine-tune, or improve any model. Customer Data is processed solely to deliver the Services to Customer and is logically segregated on a per-customer basis. Company may use aggregated operational telemetry that contains no Customer Data and no personal data to monitor, secure, and improve the Services. Company’s data handling practices are further described in the Privacy Policy at hyperspell.com/privacy.
Upon expiration or termination of the Agreement, Company will, upon Customer’s written request made within thirty (30) days of such expiration or termination, make Customer Data available to Customer for electronic export in a commercially reasonable format. After such 30-day period, Company may, and upon Customer’s written request will, delete Customer Data from Company’s production systems, subject to standard backup retention cycles and applicable legal hold requirements. Secure deletion follows NIST SP 800-88 Rev. 1.
Company will maintain administrative, physical, and technical safeguards designed to protect Customer Data, consistent with the technical and organizational measures described in the DPA and Company’s SOC 2 Type II attestation covering the Security Trust Services Criteria, available via trust.hyperspell.com. Within the Services, permissions are inherited from the underlying source systems; users only access context derived from data to which they already have access. The processing of personal data is governed by the DPA, which is incorporated into the Agreement by reference.
Customer will pay Company the fees set forth in the Order Form (the “Fees”). The “Subscription Fee” is the recurring annual fee set forth in the Order Form; any Evaluation Fee or implementation fee is a separate one-time charge, due as stated in the Order Form, and is not part of the Subscription Fee. Unless the Order Form specifies otherwise, the Subscription Fee is invoiced annually in advance; Customer may instead select quarterly or monthly invoicing on the Order Form. Regardless of cadence, Customer is committed to the full annual Subscription Fee for each twelve (12) month term; the selected cadence governs invoice timing only and does not reduce that commitment. Unless otherwise stated on the Order Form, invoiced amounts are due net thirty (30) days from the invoice date; where Customer selects card or auto-charge billing, amounts are charged on or about the invoice date. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. Customer is responsible for all taxes associated with the Services other than U.S. taxes based on Company’s net income.
The Subscription Fee includes the number of named user licenses set forth in the Order Form (the “Named Users”), as adjusted pursuant to any Evaluation Period mechanics in the Order Form. Customer may add users at any time; users above the Named Users count will be billed as set forth in the Order Form, prorated for and co-terminous with the then-current term. A named user license may be reassigned to a replacement individual when the prior user no longer requires access, but may not be shared concurrently among multiple individuals.
If Customer believes Company has billed Customer incorrectly, Customer must contact Company within sixty (60) days after the invoice date in order to receive an adjustment or credit.
The Agreement begins on the Effective Date and continues for the Initial Term specified in the Order Form (twelve (12) months from the Effective Date unless otherwise stated), inclusive of any Evaluation Period. Thereafter the Agreement automatically renews for successive twelve (12) month renewal terms (each a “Renewal Term,” and together with the Initial Term, the “Term”). Unless a different renewal rate is specified in the Order Form, the Subscription Fee for each Renewal Term increases by three percent (3%) over the prior term’s rate. Either party may prevent renewal by written notice of non-renewal at least sixty (60) days before the end of the then-current term. The Agreement is non-cancellable during the Term except as expressly permitted in Sections 5.2 and 5.3, and termination by Customer (other than for Company’s uncured material breach) or non-renewal does not relieve Customer of the committed Subscription Fee for the then-current term.
If, and only if, Customer opts into an Evaluation Period on the Order Form, the Agreement includes an Evaluation Period of the duration specified in the Order Form, commencing on the Effective Date. If an Evaluation Period applies, then notwithstanding Section 5.1: (a) Customer may terminate the Agreement for any reason, effective as of the last day of the Evaluation Period, by written notice given at least seven (7) days before the Evaluation Period ends, in which case the Agreement terminates with no further obligation of either party (other than payment of the Evaluation Fee and any accrued amounts); (b) the Evaluation Fee is due upon execution of the Order Form and is non-refundable; (c) unless terminated under clause (a), the Agreement continues in effect for the remainder of the Initial Term and billing of the Subscription Fee commences on the day after the Evaluation Period ends; and (d) Customer may adjust the Named Users count once, by written notice given no later than the last day of the Evaluation Period, subject to any minimum stated in the Order Form; absent such notice, the Named Users count stated in the Order Form applies.
In addition to any other remedies it may have, either party may terminate the Agreement upon thirty (30) days’ prior written notice if the other party materially breaches the Agreement and such breach remains uncured at the end of such 30-day period; provided that in the case of non-payment, Company may terminate upon ten (10) days’ prior written notice if such non-payment remains uncured at the end of such 10-day period; and provided further that Company may not terminate for a payment-related breach while a timely billing dispute raised under Section 4.3 is pending resolution. Customer will pay in full for the Services up to and including the last day on which the Services are provided.
All sections of the Agreement which by their nature should survive termination will survive, including accrued rights to payment, confidentiality obligations, data return and deletion obligations (Section 3.4), warranty disclaimers, limitations of liability, indemnification obligations (Section 7), and Sections 2.5, 11.10, and 11.11.
Company may suspend Customer’s access to the Services, in whole or in part, immediately and without prior notice if: (a) Customer’s account is more than fifteen (15) days past due on undisputed amounts; (b) Customer’s use of the Services poses a security risk to the Services, Company's infrastructure, or any third party; (c) Customer's use materially violates Section 2; or (d) Company reasonably believes that suspension is necessary to comply with applicable law or to prevent harm to Company, other customers, or third parties. Company will provide notice of any suspension as soon as reasonably practicable by any reasonable means, which may include e-mail, in-app notification, or any method specified in Section 11.6, and will use commercially reasonable efforts to restore access once the cause is resolved, but Company shall have sole discretion as to the scope and duration of any suspension. Suspension does not relieve Customer of its payment obligations and is not Company’s exclusive remedy.
Company will defend, indemnify, and hold harmless Customer and its officers, directors, employees, and representatives from and against any third-party claim that the Services, as provided by Company and used in accordance with the Agreement, infringe or misappropriate the intellectual property rights of any third party during the Term, and will pay damages and reasonable costs finally awarded against Customer (or agreed in settlement by Company) directly resulting from such claim. If any such claim is made, or in Company's reasonable judgment is likely to be made, Company may, at its sole option and expense: (a) modify the Services so that they become non-infringing without material loss of functionality; (b) procure for Customer a license to continue using the Services; or (c) if neither (a) nor (b) is commercially practicable, terminate the affected Order Form and refund to Customer any prepaid Subscription Fee for the unused portion of the then-current term. Company will have no obligation under this Section 7.1 to the extent any claim arises from: (i) the combination, operation, or use of the Services with a third-party product or service where such infringement would have been avoided but for such combination; (ii) use of the Services outside the scope of the license granted under the Agreement; (iii) any modification of the Services not made by Company where such infringement would not have occurred absent such modification; (iv) Customer’s unauthorized use of the Services; or (v) Customer Data or Customer’s breach of the Agreement. This Section 7.1 states Company's sole and exclusive liability, and Customer's sole and exclusive remedy, with respect to infringement or misappropriation of third-party intellectual property rights.
Customer will defend, indemnify, and hold harmless Company, its Affiliates, and each of their respective officers, directors, employees, contractors, and representatives from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and any fines or penalties imposed by a regulatory authority) arising out of or related to: (i) Customer’s breach of the Agreement; (ii) Customer’s use of the Services in violation of any applicable law, regulation, or third-party right; (iii) any Customer Data that infringes or misappropriates the rights of a third party; (iv) the acts or omissions of Customer's authorized users in connection with the Services; or (v) Customer's failure to obtain any necessary consents, authorizations, or rights required for the lawful submission or processing of Customer Data through the Services.
The party seeking indemnification will: (a) promptly notify the indemnifying party in writing of the claim; (b) give the indemnifying party sole control of the defense and settlement, provided that no settlement may impose any obligation or admission on the indemnified party without its prior written consent; and (c) provide reasonable cooperation in connection with the defense and settlement at the indemnifying party’s expense. Each party’s aggregate liability arising under this Section 7 is subject to the limitation of liability set forth in Section 10.
Company shall use commercially reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use commercially reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. THE SERVICES MAY INCORPORATE ARTIFICIAL INTELLIGENCE OR MACHINE-LEARNING FEATURES THAT GENERATE OUTPUTS BASED ON INPUTS, PROMPTS, OR DATA PROVIDED BY CUSTOMER. COMPANY DOES NOT WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH OUTPUT. CUSTOMER IS SOLELY RESPONSIBLE FOR EVALUATING AND VERIFYING ALL OUTPUTS BEFORE RELYING ON THEM AND FOR ANY DECISIONS, ACTIONS, OR OMISSIONS TAKEN ON THE BASIS OF SUCH OUTPUTS. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
During the Term, Company will maintain commercially reasonable insurance coverage with insurers of recognized financial responsibility, including commercial general liability insurance and cyber liability insurance each with limits of not less than five million dollars ($5,000,000) in the aggregate. Upon Customer’s written request no more than once per year, Company will provide a certificate of insurance evidencing such coverage.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, OR IN THE CASE OF COMPANY ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, OR REPRESENTATIVES, BE LIABLE: (A) FOR ANY AGGREGATE AMOUNT EXCEEDING THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, LOSS OF DATA, OR DIMINUTION IN VALUE, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THE REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATIONS APPLY TO ALL CLAIMS UNDER THE AGREEMENT, SUBJECT TO THE FOLLOWING EXCEPTIONS: (I) THE AGGREGATE CAP IN CLAUSE (A) ABOVE DOES NOT APPLY TO CLAIMS ARISING FROM EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; AND (II) CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 4 ARE NOT SUBJECT TO ANY LIMITATION IN THIS SECTION 10.
THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 10 ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND THAT COMPANY WOULD NOT HAVE ENTERED INTO THE AGREEMENT ABSENT SUCH LIMITATIONS.
If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable.
Neither party may assign or transfer the Agreement without the other party’s prior written consent, except that either party may assign the Agreement in its entirety, upon written notice, to an Affiliate or to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any other purported assignment is void.
The Agreement (comprising the Order Form, these Terms, and the DPA, each as in effect on the Effective Date) is the complete and exclusive statement of the mutual understanding of the parties and supersedes all previous written and oral agreements, communications and other understandings relating to its subject matter. Except for prospective updates by Company as expressly provided above, all waivers and modifications must be in a writing signed by both parties.
No agency, partnership, joint venture, or employment is created as a result of the Agreement, and neither party has any authority of any kind to bind the other in any respect whatsoever. There are no third-party beneficiaries to the Agreement.
Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, civil unrest, labor disputes, governmental action, utility or internet failures, or failures of third-party providers, provided the affected party uses commercially reasonable efforts to mitigate and resume performance.
All notices under the Agreement will be in writing and will be deemed duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after being sent, if sent for next-day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Notices to Company shall be sent to legal@hyperspell.com. Notices to Customer shall be sent to the e-mail address specified in the Order Form. E-mail is sufficient for all notices under the Agreement, including notices of non-renewal and termination.
The Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for the resolution of any dispute arising out of or relating to the Agreement, and waives any objection to the laying of venue in such courts. In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover costs and reasonable attorneys’ fees.
The Order Form may be executed in counterparts, including by electronic signature, each of which is deemed an original and all of which together constitute one instrument.
Except as otherwise stated on the Order Form, Customer grants Hyperspell a non-exclusive, worldwide, royalty-free license to use Customer’s name and logo to identify Customer as a Hyperspell customer on Hyperspell’s website, in sales and investor presentations, and in other marketing materials, subject to any trademark usage guidelines Customer provides in writing. Customer may withdraw this license at any time by written notice to Hyperspell, and Hyperspell will cease further use within thirty (30) days, except for materials already printed or distributed. Except as provided in this Section 11.9, neither party will use the other party’s name or logo publicly without the other party’s prior written consent.
Each party acknowledges that a breach by the other party of Section 2 (Restrictions and Responsibilities), Section 3.1 (Confidentiality), or Section 3.2 (Intellectual Property Ownership) may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the non-breaching party will be entitled to seek injunctive or other equitable relief without the necessity of proving actual damages or posting any bond or other security.
Customer will not disclose the results of any performance, availability, or security testing or benchmarking of the Services to any third party without Company's prior written consent.