These Terms and Conditions (the "Agreement") constitute a legally binding contract between Hyperion Technologies Ltd. ("Hyperion," "we," "us," or "our"), a company registered at [address], and the client organization ("Client," "you," or "your") accessing our financial crime risk detection platform.
- DEFINITIONS"Service" refers to our financial crime risk detection platform, including all features, functionalities, updates, and associated services provided by Hyperion Technologies Ltd.
"User" means any employee, contractor, or agent that Client authorizes to access and use the Service on Client's behalf.
"Data" encompasses all information, including but not limited to customer records, transaction data, documents, and any other materials uploaded, generated, or processed through the Service.
"Confidential Information" means any non-public information disclosed by either party in connection with this Agreement, including but not limited to technical specifications, pricing information, client lists, financial data, and business strategies.
- SERVICE ACCESS AND LICENSEHyperion grants Client a non-exclusive, non-transferable, revocable license to access and use the Service solely for Client's internal business operations. This license is conditional upon timely payment of fees and compliance with this Agreement.
Client shall maintain strict control over User access credentials and immediately deactivate access for any User who no longer requires it. Client remains fully responsible for all activities occurring under its account.
Client expressly agrees not to:a) Sell, resell, sublicense, or distribute the Service to any third partyb) Attempt to reverse engineer, decompile, or modify any aspect of the Servicec) Access the Service to build competitive productsd) Exceed authorized User limits or circumvent usage restrictionse) Use the Service for any unlawful purpose or in violation of applicable laws
- SUBSCRIPTION AND PAYMENTThe initial subscription term is twelve (12) months from the Effective Date. The subscription automatically renews for subsequent twelve-month periods unless either party provides written notice of non-renewal at least thirty (30) days before the current term expires.
Fees are payable annually in advance and are non-refundable. Hyperion reserves the right to modify fees upon renewal with thirty (30) days advance notice. All fees are exclusive of taxes, which are Client's responsibility.
- DATA SECURITY AND PRIVACYHyperion maintains ISO27001 certification and processes all Data in compliance with GDPR requirements. We implement industry-standard security measures including access controls, encryption, and regular security assessments.
Client retains all ownership rights to Data submitted to the Service. Hyperion processes Data solely as necessary to provide the Service and in accordance with Client's instructions. Upon termination, we will delete all Client Data within thirty (30) days, except as required by law.
We will promptly notify Client of any security incidents affecting Client's Data and cooperate reasonably with Client's investigation.
- CLIENT OBLIGATIONS AND RESPONSIBILITIESClient must provide accurate, complete information when using the Service. Client is solely responsible for compliance with all applicable anti-money laundering, know-your-customer, and related financial regulations. Client shall maintain accurate records of all Service usage and retain them as required by applicable laws.
Client must implement appropriate internal controls to prevent unauthorized Service access, including but not limited to maintaining secure passwords, limiting access to authorized Users, and promptly reporting any security incidents or suspected unauthorized access to Hyperion.Client agrees to use the Service within specified rate limits and API quotas. Exceeding these limits may result in Service interruption or additional charges.
- CONFIDENTIALITYEach party agrees to protect the other's Confidential Information with the same degree of care used to protect its own confidential information, but no less than reasonable care. Neither party shall disclose Confidential Information to any third party except: (i) as required by law; (ii) to legal or financial advisors bound by confidentiality obligations; or (iii) with the other party's prior written consent.
These confidentiality obligations survive termination of this Agreement for a period of five (5) years. Upon termination, each party shall return or destroy all Confidential Information of the other party.
- SERVICE AVAILABILITY AND SUPPORTHyperion will use commercially reasonable efforts to maintain Service availability. We provide advance notice of scheduled maintenance where possible but reserve the right to conduct emergency maintenance when necessary.
Standard technical support is available during business hours via email. Support requests are handled according to severity level, with critical issues receiving priority response. Hyperion does not guarantee specific resolution times.
- INTELLECTUAL PROPERTY RIGHTSThe Service, including all software, technology, and documentation, remains the exclusive property of Hyperion. Nothing in this Agreement transfers any ownership rights to Client. Client retains all rights to its Data submitted to the Service.
Any feedback, suggestions, or improvements Client provides regarding the Service may be used by Hyperion without restriction or compensation.
- WARRANTIES AND LIABILITYThe Service is provided "as is" without any warranties, express or implied. Hyperion disclaims all warranties of merchantability, fitness for a particular purpose, and non-infringement.
Hyperion's maximum liability under this Agreement shall not exceed the fees paid by Client in the twelve months preceding the claim. Neither party shall be liable for any indirect, consequential, special, or punitive damages.
- TERMINATIONEither party may terminate this Agreement with thirty (30) days written notice. Hyperion may terminate immediately if Client breaches any material term of this Agreement. Upon termination:a) All licenses and access rights immediately terminateb) Client shall cease using the Servicec) Each party shall return or destroy Confidential Informationd) Hyperion shall delete Client Data within thirty (30) dayse) Client shall pay any outstanding fees
- GOVERNING LAW AND DISPUTESThis Agreement is governed by the laws of [Jurisdiction]. Any disputes shall be resolved through binding arbitration conducted in [Location] in accordance with [Arbitration Rules]. The prevailing party shall be entitled to recover reasonable attorney's fees.
- GENERAL PROVISIONSNeither party may assign this Agreement without the other's written consent. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements. Any modifications must be in writing and signed by both parties. If any provision is found invalid, the remaining provisions remain in effect.
Notices must be in writing and sent via email to the designated contact persons for each party.
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