This Master Subscription Agreement ("Agreement") is between Hyprtell Labs, Inc., a Delaware corporation ("Hyprtell"), and the entity or person agreeing to these terms ("Customer"). By clicking "I agree," creating an account, or using the platform, Customer accepts this Agreement. This Agreement incorporates the Acceptable Use Policy, Data Processing Addendum, HyprAI & Automated Recommendations Addendum, and (during any beta period) the Beta / Early-Access Addendum, subject to the order of precedence in Section 17.
1. Definitions
"Platform" means the Hyprtell software-as-a-service application and related services. "Customer Data" means data Customer or its users submit to or connect with the platform, including advertising-performance and CRM data pulled from Connected Platforms and any personal information therein. "Connected Platform" means a third-party service (e.g., Google Ads, Meta, HubSpot) Customer authorizes Hyprtell to access. "HyprAI" means the AI assistant and recommendation features. "Order" means the online plan selection/checkout.
2. Access & License
Subject to this Agreement and payment of fees, Hyprtell grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the platform during the Term for Customer's internal business purposes. Customer is responsible for its users' compliance and for credential security.
4. Fees, Billing, Auto-Renewal & Taxes
Customer will pay the fees for the plan selected at checkout, billed through Stripe on the billing cycle selected at checkout (e.g., monthly, annual, or usage-based), as stated in the applicable Order. Promotional pricing applies as stated at checkout and reverts to standard rates thereafter. Automatic renewal: subscriptions automatically renew for successive periods at the then-current rate until cancelled. Before purchase, Hyprtell will present a clear and conspicuous disclosure of the recurring charge, amount, and cadence, and obtain Customer's affirmative consent to the automatic renewal specifically. Customer may cancel at any time through account settings, effective at the end of the then-current period; Hyprtell will provide renewal and price-change reminders where required by law. Fees are non-refundable except as required by law. Hyprtell may change fees on 30 days' notice effective at the next renewal. Fees exclude taxes.
5. Usage Limits & Metering
Plans include usage allowances (data backfills, daily syncs, AI/insight requests, executed actions, and MMM runs). Hyprtell may meter usage and enforce limits, including pausing billable operations when an allowance is exceeded and prompting an upgrade. Hyprtell's usage records are the basis for billing absent manifest error.
6. Customer Data & Privacy
As between the parties, Customer owns Customer Data. Customer grants Hyprtell a worldwide, non-exclusive license to host, process, transmit, display, and use Customer Data to provide and maintain the platform, generate insights/recommendations, and create aggregated and de-identified analytics that do not identify Customer or any individual (which Hyprtell will not re-identify), consistent with the DPA. Hyprtell will not sell Customer Data and processes personal information as a processor/service provider under the DPA. To provide HyprAI, relevant Customer Data and Customer-entered content are processed by Google's Gemini service (paid tier). Hyprtell does not use Customer Data to train third-party or public AI models, and its AI sub-processor is contractually restricted, under the Gemini API paid-tier data-governance terms, from using Customer Data to train its models.
7. Intellectual Property & Feedback
Hyprtell and its licensors own all rights in the platform, HyprAI, the underlying models, data-mapping logic, algorithms, and improvements. Customer will not reverse engineer or create derivative works, or use the platform to build a competing product. Customer assigns to Hyprtell all rights in suggestions/feedback, which Hyprtell may use for any purpose without restriction or compensation.
8. Confidentiality
Each party will use the other's Confidential Information only to perform under this Agreement, protect it with reasonable care, and not disclose it except to personnel/advisors bound by confidentiality. Standard exclusions apply.
9. AI Features
Use of HyprAI is governed by the HyprAI & Automated Recommendations Addendum, including AI disclaimers and Customer's responsibility for approved actions. Customer acknowledges HyprAI outputs are probabilistic decision-support, not advice, and that Customer is solely responsible for actions it approves.
10. Warranties & Disclaimer
EXCEPT AS EXPRESSLY STATED, THE PLATFORM AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND HYPRTELL DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DATA SYNCS WILL BE TIMELY OR COMPLETE. Hyprtell does not warrant any marketing outcome, return on ad spend, or the accuracy of any insight, model, or recommendation.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR ADVERTISING SPEND/RETURN; AND (b) EACH PARTY'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE GREATER OF THE FEES PAID OR PAYABLE IN THE PRIOR 12 MONTHS OR US $100. Super-cap for data protection: a party's liability for breach of its confidentiality or data-protection/security obligations (including the DPA) will instead not exceed 2x the fees paid or payable in the prior 12 months; and the caps do not apply to Customer's payment obligations or either party's indemnity obligations. This Section is the single controlling statement of data-protection liability across the MSA, DPA, and HyprAI Addendum. Nothing limits liability that cannot be limited by law.
12. Indemnification
Customer will defend and indemnify Hyprtell against third-party claims arising from (a) Customer Data or Customer's connection of data it lacked rights to connect; (b) Customer's violation of law, the AUP, or Connected Platform terms; and (c) actions Customer approves or executes through the platform, including AI-recommended budget/campaign actions and their outcomes. Hyprtell will defend Customer against third-party claims that the platform infringes such third party's U.S. IP rights (excluding claims from Customer Data, Connected Platforms, or misuse).
13. Term, Suspension & Termination
This Agreement begins on acceptance and continues while Customer has an active subscription. Either party may terminate for the other's uncured material breach after 30 days' notice. Hyprtell may suspend for non-payment, security risk, or AUP violation. On termination, Hyprtell will make Customer Data available for export for 30 days and then delete it per the DPA, except as required by law. Provisions that by nature survive do survive.
14. Publicity
Neither party will use the other's name or marks without prior written consent, except Hyprtell may identify Customer in a customer list with consent.
15. Governing Law & Disputes
This Agreement is governed by the laws of Delaware. The parties submit to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware. The prevailing party may recover reasonable attorneys' fees.
16. Changes to This Agreement
Hyprtell may update this Agreement by posting a new version. For material changes, Hyprtell will provide notice and require Customer's affirmative re-acceptance before the changes take effect; if Customer does not accept, its remedy is to terminate.
17. Order of Precedence
In case of conflict, the following order controls, most-specific first: (1) the DPA for data protection and security; (2) the HyprAI Addendum for AI Features; (3) the Beta Addendum for Beta Services; (4) this MSA body; (5) the AUP; and (6) the Order, except that the Order controls over (2)–(5) for commercial terms (price, discounts, plan, quantities, term length). Any "this document controls" language in an addendum is subordinate to this Section.
18. General
This Agreement (with incorporated addenda and the Order) is the entire agreement. Neither party may assign without consent, except in a merger or sale of substantially all assets. If any provision is unenforceable, the rest remains. Force majeure excuses non-performance (other than payment) due to events beyond reasonable control, expressly including Connected Platform outages and API rate-limiting. Notices to Hyprtell: 2679 W Main St, Suite 300-785, Littleton, CO 80120 / legal@hyprtell.com.
End of master subscription agreement (Revised 30 September 2026)