Terms of Services

Effective Date: August 7,2026  Last Updated: August 12, 2026

Welcome, and thank you for using Hyper Nimbus. These Terms of Service ("Terms") govern your access to and use of the software products, platforms, applications, websites, and related services offered by Hyper Nimbus, Inc., a Delaware corporation ("Hyper Nimbus," "we," "us," or "our") (collectively, the "Services").

By creating an account, clicking to accept these Terms, or accessing or using the Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case "Customer," "you," and "your" refer to that entity.

‍If you have a separately signed agreement with Hyper Nimbus. If you or your organization has executed a Master Services Agreement, Software License Agreement, Statement of Work, or other written agreement with Hyper Nimbus covering your use of the Services (a "Signed Agreement"), the Signed Agreement governs and controls to the extent it conflicts with these Terms. These Terms apply to purchases and use of the Services made without a Signed Agreement, including self-serve purchases completed online.

1. The Services

The Services consist of Hyper Nimbus’s AI-powered software platforms and any associated features, tools, documentation, and support we make available to you. The specific Services available to you depend on your subscription plan and are described at the point of purchase and in our documentation. We may add, modify, or discontinue features of the Services from time to time; if we discontinue a material feature of a Service you have paid for, we will provide reasonable advance notice where practicable.

Hyper Nimbus may use subcontractors and third-party service providers in delivering the Services. To the extent the Services are hosted, we will use commercially reasonable efforts to maintain availability consistent with industry standards. Any specific uptime commitments, support response times, or service credits applicable to your subscription are set forth in your plan description or a Signed Agreement.

Third-party services and integrations. The Services may interoperate with or connect to third-party products, systems, and data sources that you choose to use, such as property management, point-of-sale, accounting, HR, or building-management systems (“Third-Party Services”). Third-Party Services are governed by their own terms, and Hyper Nimbus does not control and is not responsible for Third-Party Services, including their availability, security, or handling of your data. You represent that you have all rights and consents necessary to connect Third-Party Services to the Services and to permit us to access and process data from them on your behalf. If a Third-Party Service becomes unavailable or changes in a way that affects the Services, we are not liable for the resulting impact.

‍Beta and pre-release features. We may make beta, pilot, preview, or other pre-release features available to you (“Beta Features”). Beta Features are provided “AS IS,” are excluded from the warranties in Section 10 and any uptime or support commitments, may contain errors, and may be modified or discontinued at any time without notice or liability. We may impose additional conditions on the use of Beta Features, and any feedback you provide regarding Beta Features may be used by Hyper Nimbus without restriction.

2. Accounts and Access

You must provide accurate and complete information when creating an account and keep it up to date. You may not share your account login information, API keys, or other account credentials with anyone else, and you may not make your account available to anyone else. You are responsible for all activity occurring under your account, and you agree to notify us immediately if you become aware of any unauthorized access to your account by emailing support@hypernimbus.ai. Access to the Services may be limited to the number of users, seats, properties, or installations included in your subscription.

You must be at least 18 years old and able to form a binding contract to use the Services. The Services are intended for business use.

3. Subscriptions, Fees, and Payment

Fees. You agree to pay the fees for the Services as presented at the time of purchase, which may include recurring per-seat fees, platform fees, and one-time charges such as implementation fees. All fees are stated and payable in U.S. dollars unless otherwise indicated, and are exclusive of taxes, levies, and duties, which you are responsible for paying (other than taxes on Hyper Nimbus’s income).

Billing and auto-renewal. Subscriptions are billed in advance on a recurring basis (monthly or annually, as selected at purchase) and renew automatically at the end of each billing period unless cancelled before the renewal date. Payments are processed by our third-party payment processor (Stripe). By providing a payment method, you authorize us and our payment processor to charge that payment method for all fees due.

‍Cancellation. You may cancel a subscription at any time, effective at the end of the then-current billing period. Except as expressly stated in these Terms or required by applicable law, fees are non-refundable and there are no refunds or credits for partial billing periods.

‍Late payment. If any amounts due are not paid on time, we may charge interest on past-due amounts at the lesser of 1.5% per month or the maximum rate permitted by law, and may suspend the Services until all past-due amounts are paid.

‍Price changes. We may change subscription pricing with at least 30 days’ notice; changes take effect at your next renewal.

4. Term, Suspension, and Termination

These Terms apply for as long as you use the Services or maintain a subscription. Either party may terminate for material breach if the breach remains uncured for 30 days after written notice (10 days for payment breaches). We may suspend or terminate your access immediately if reasonably necessary to address a security threat, unlawful activity, or a violation of Section 5 (Acceptable Use), and will use commercially reasonable efforts to limit the scope and duration of any suspension and provide notice where practicable.

Upon termination, your right to access the Services ends, and you remain responsible for all fees incurred through the effective date of termination. Sections that by their nature should survive termination — including ownership, confidentiality, disclaimers, limitation of liability, and indemnification — will survive.

‍Effect of termination on Customer Data. For thirty (30) days following termination or expiration of your subscription, we will make Customer Data available for export in a commonly used, machine-readable format upon your written request. After this period, we will have no obligation to maintain Customer Data and will delete or de-identify it within a commercially reasonable time in accordance with our data retention practices, except to the extent retention is required by applicable law or the data resides in routine backups, in which case it remains protected under these Terms until deleted in the ordinary course. Aggregated Data as described in Section 6 is not subject to deletion.

5. Acceptable Use

You agree not to, and not to permit any user or third party to:
- use the Services to generate, store, or transmit content that is unlawful, harmful, infringing, or deceptive, including deepfakes or deceptive synthetic content in violation of applicable law;
- use the Services or any output from them to develop, train, or improve any competing product or service, including any competing artificial intelligence model or system;
- reverse engineer, decompile, disassemble, or attempt to extract the underlying components, models, weights, algorithms, or source code of the Services;
- circumvent or interfere with security or access-control features, or probe or test the vulnerability of the Services without our prior written consent;
- engage in unlawful surveillance, or process personal data or use AI Outputs (as defined in Section 7) in violation of applicable law;
- resell, sublicense, or provide the Services to third parties except as expressly permitted by your subscription; or
- exceed the usage limits of your subscription plan.

Trade controls. You may not access or use the Services in violation of U.S. export control or sanctions laws, including the regulations administered by the U.S. Department of Commerce and the U.S. Department of the Treasury’s Office of Foreign Assets Control. You represent that you are not (i) located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, or (ii) identified on any U.S. government restricted-party list, and that you are not owned or controlled by any such person. You may not export, re-export, or transfer the Services, or any software or technical data provided with them, in violation of applicable export control laws.

6. Customer Data and Privacy

Your data is yours. As between you and Hyper Nimbus, you retain all right, title, and interest in and to the data, content, and materials you submit to the Services ("Customer Data"). You grant us a limited license to host, process, and use Customer Data solely to provide, secure, and improve the Services and as otherwise permitted by these Terms.

No training on your data without consent. We will not use Customer Data to train generalized AI models without your prior written consent. We may use data derived from the Services in aggregated and de-identified form for analytics, benchmarking, and improving our products and services, provided that such data does not identify you or any individual (“Aggregated Data”).

Security. We implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data, including logical segregation of Customer Data from that of other customers. In the event of a confirmed unauthorized access to Customer Data, we will notify you without undue delay and cooperate in good faith to investigate and mitigate the incident.

Privacy and data processing. Our collection and use of personal information is described in our Privacy Policy. Where we process personal data on your behalf as a processor, our Data Processing Addendum applies. The Data Processing Addendum is incorporated into these Terms by reference and is available on Hyper Nimbus’s website.

7. AI Services and Outputs

The Services include artificial intelligence, machine learning, and automated components ("AI Services") that generate outputs based on your inputs and data ("AI Outputs"). Subject to these Terms and your payment of applicable fees, you may use AI Outputs for your internal business purposes.

Artificial intelligence is probabilistic by nature. AI Outputs may contain errors, inaccuracies, or incomplete information, and may not reflect real people, facts, or events accurately. You should not rely on AI Outputs without human review, particularly for decisions with legal, financial, or operational impact. You are responsible for evaluating the accuracy and appropriateness of AI Outputs for your use case and for complying with applicable law in your use of them.

8. Intellectual Property

Hyper Nimbus and its licensors own all right, title, and interest in and to the Services, including all software, models, algorithms, methodologies, documentation, and any improvements or derivative works, and all intellectual property rights in the foregoing. Subject to these Terms and your payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license during your subscription term to access and use the Services for your internal business purposes. No rights are granted except as expressly set forth in these Terms.

If you provide feedback or suggestions about the Services, we may use them without restriction or obligation to you.

9. Confidentiality

Each party may receive non-public information from the other in connection with the Services ("Confidential Information"). The receiving party will protect the disclosing party’s Confidential Information with at least reasonable care, use it only in connection with these Terms, and not disclose it except to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was lawfully known before disclosure, is independently developed, or is rightfully received from a third party. Disclosures required by law are permitted with prompt notice to the disclosing party where legally allowed. These obligations survive for five years after termination (and for trade secrets, for as long as they remain trade secrets).

10. Warranties and Disclaimers

We warrant that the Services will be provided by qualified personnel in a professional and workmanlike manner consistent with generally accepted industry standards. Your exclusive remedy for breach of this warranty is re-performance of the affected Services or, if re-performance is not possible, a refund of the fees paid for the non-conforming Services.

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES AND ALL AI OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." HYPER NIMBUS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY AS TO THE RESULTS OR OUTCOMES OF THE SERVICES. HYPER NIMBUS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT AI OUTPUTS WILL BE ACCURATE OR COMPLETE.

11. Indemnification

By you. You will defend, indemnify, and hold harmless Hyper Nimbus and its affiliates, officers, directors, employees, and agents from and against third-party claims, losses, and expenses (including reasonable attorneys’ fees) arising out of (i) Customer Data, (ii) your use of the Services or AI Outputs in violation of these Terms or applicable law, or (iii) materials or instructions you provide.

‍By Hyper Nimbus. Hyper Nimbus will defend you against any third-party claim alleging that your authorized use of the Services (excluding Customer Data and Third-Party Services) infringes or misappropriates a third party’s intellectual property rights, and will indemnify you for the resulting damages, liabilities, and reasonable costs finally awarded against you or agreed to in settlement. This obligation does not apply to the extent a claim arises from (i) Customer Data or materials you provide; (ii) your combination of the Services with products, data, or systems not provided by Hyper Nimbus, where the claim would not have arisen but for the combination; (iii) modifications to the Services not made by Hyper Nimbus; (iv) your use of the Services in violation of these Terms or applicable law; or (v) your continued use of a version of the Services after we have made a non-infringing update available at no additional cost.

‍Infringement remedies. If the Services become, or in our reasonable opinion are likely to become, the subject of an infringement claim, we may at our option and expense (i) procure the right for you to continue using the Services, (ii) modify or replace the affected Services so they are non-infringing while remaining materially equivalent, or (iii) if neither is commercially practicable, terminate the affected subscription and refund any prepaid, unused fees. This Section states Hyper Nimbus’s entire liability and your sole and exclusive remedy for any infringement claim relating to the Services.

‍Procedure. The indemnified party must provide the indemnifying party with prompt written notice of any claim, reasonable cooperation in the defense, and sole control of the defense and settlement, except that the indemnifying party may not settle any claim that imposes obligations on the indemnified party (other than payment covered by the indemnity) without the indemnified party’s prior written consent.

12. Limitation of Liability

EXCEPT FOR A PARTY’S WILLFUL MISCONDUCT, FRAUD, OR BREACH OF SECTION 9 (CONFIDENTIALITY), NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF USE, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR A PARTY’S WILLFUL MISCONDUCT OR FRAUD, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO HYPER NIMBUS FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NO CLAIM MAY BE BROUGHT MORE THAN TWO (2) YEARS AFTER IT ACCRUES.

13. Governing Law and Dispute Resolution

Governing law. These Terms will be governed by and interpreted in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of law of such state.

‍Arbitration. The parties agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”). For any dispute brought by or against an individual consumer, the arbitration will be conducted under the AAA Consumer Arbitration Rules then in effect; for all other dispute, the AAA Commercial Arbitration Rules then in effect will apply. To the extent these rules conflict, the AAA Consumer Arbitration Rules will control for any dispute brought by or against an individual consumer. The arbitration will take place in Los Angeles County, California, before a single arbitrator, and the arbitration proceedings will be conducted in the English language. The arbitrator will have the authority to award any remedy or relief that a court of competent jurisdiction could award under applicable law, consistent with the limitations of these Terms. Judgment upon the arbitration award may be entered in any court having jurisdiction thereof.
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Arbitration fees and costs. For any dispute brought by an individual consumer under the AAA Consumer Arbitration Rules, Hyper Nimbus will pay the arbitration filing fees, administrative fees, and arbitrator compensation required by those rules, except that the consumer remains responsible for any nominal initial filing fee that the AAA Consumer Arbitration Rules require the consumer to pay. Each party will bear its own attorneys’ fees and costs, except that the arbitrator may award reasonable attorneys’ fees and costs to the prevailing party if the arbitrator determines that a claim or defense was frivolous or asserted for an improper purpose, or where an award of such fees is authorized by applicable law.
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‍Jury waiver. BOTH PARTIES KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO LITIGATE SUCH DISPUTES IN COURT OR TO HAVE SUCH DISPUTES DECIDED BY A JUDGE OR JURY.

‍Exceptions. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive or other equitable relief from a court of competent jurisdiction to preserve the status quo or protect its Confidential Information or intellectual property rights pending the completion of arbitration, and either party may bring an individual claim in small claims court if the claim qualifies.
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Class action and class arbitration waiver. To the fullest extent permitted by applicable law, any dispute, claim, or controversy will be resolved only on an individual basis, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative action or proceeding. The arbitrator may not consolidate or join the claims of more than one person and may not preside over any form of class, collective, or representative proceeding. If this class action and class arbitration waiver is found to be unenforceable as to any particular claim or request for relief, that claim or request for relief (and only that claim or request for relief) will be severed and may be brought in a court of competent jurisdiction, but the remainder of these dispute resolution provisions will remain in effect.

Mass and coordinated arbitrations. If twenty-five (25) or more demands for arbitration are filed against Hyper Nimbus that assert substantially similar claims and are filed by, or coordinated among, the same or coordinated counsel, those demands will be administered as a mass arbitration under the AAA’s Mass Arbitration Supplementary Rules (or any successor rules) and resolved under the following bellwether process, which the parties intend to apply in place of the simultaneous individual adjudication of all filings:

(a) Bellwether selection and staging. Counsel for the claimants and Hyper Nimbus will each select an equal number of individual claims, not to exceed ten (10) per side, to be adjudicated first as an initial tranche of bellwether proceedings. All remaining claims will be stayed, and no arbitration fees for the stayed claims will be assessed against either party during the stay.
b) Global mediation. After the bellwether proceedings conclude, the parties will participate in a single consolidated mediation before a mediator jointly selected by the parties, using the outcomes of the bellwether proceedings to attempt to resolve the remaining claims.
(c) Resolution of remaining claims. If the remaining claims are not resolved through mediation within ninety (90) days after the bellwether proceedings conclude, the remaining claims will proceed in successive tranches of similar size under the same bellwether-and-mediation process until all claims are resolved. Any applicable statute of limitations and any filing deadline will be tolled for claims awaiting adjudication in a stayed tranche.

For the avoidance of doubt, this mass-arbitration protocol does not create, and will not be construed to permit, any class, collective, consolidated, or representative proceeding, and each claim will be decided on its own individual merits.

Your right to opt out of arbitration. You may opt out of this agreement to arbitrate, including the class action and class arbitration waiver and the mass-arbitration protocol above, by sending Hyper Nimbus written notice of your decision to opt out within thirty (30) days after you first create an account or otherwise first accept these Terms. To be effective, the notice must include your name, the email address associated with your account, and a clear statement that you do not wish to resolve disputes through arbitration, and it must be sent to Hyper Nimbus at  at notices@hypernimbus.ai or by mail to Hyper Nimbus, Inc., 23838 Pacific Coast Highway, PO 325, Malibu, CA 90265, Attn: Legal, within the 30-day period. If you opt out within this period, the arbitration, class and class arbitration waiver, and mass-arbitration provisions of this Section will not apply to you, and any dispute will instead be resolved in the state or federal courts located in Los Angeles County, California; all other provisions of these Terms, including the governing law provision, will continue to apply. If you do not opt out within the 30-day period, you will be bound by this agreement to arbitrate. This opt-out right does not apply to any Signed Agreement.

‍Public injunctive relief. Notwithstanding the agreement to arbitrate and the class and representative action waiver above, and to the extent applicable law provides that a claim for public injunctive relief may not be waived or required to be resolved in arbitration (including as held in McGill v. Citibank, N.A., 2 Cal. 5th 945 (2017)), the parties agree that any such claim for public injunctive relief may be brought and adjudicated only in a court of competent jurisdiction located in Los Angeles County, California. Any such claim will be stayed pending completion of the arbitration of all other claims between the parties, and litigating a public injunctive relief claim in court will not waive or otherwise affect the obligation to arbitrate all other claims. If the requirement to arbitrate on an individual basis is found unenforceable as to a claim for public injunctive relief, only that claim will be severed and heard in court, and the remainder of these dispute resolution provisions will remain in full force and effect.

14. General

Notices. All notices, demands, waivers, and other communications under these Terms (each, a "Notice") must be in writing. Except for Notices related to demands to arbitrate or where equitable relief is sought, Notices may be delivered electronically — to the email address associated with your account if to you, and to notices@hypernimbus.ai if to Hyper Nimbus. Notice is effective only (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section. Notices related to demands to arbitrate or equitable relief must be delivered to Hyper Nimbus, Inc., 23838 Pacific Coast Highway, PO 325, Malibu, CA 90265, Attn: Legal.

‍Electronic communications. You agree to receive electronic communications from Hyper Nimbus based on your use of the Services and related to these Terms. Except where prohibited by applicable law, electronic communications may be sent via email, through the Services or your management dashboard, or posted on Hyper Nimbus’s website. Hyper Nimbus may also provide electronic communications via text or SMS about your use of the Services or as you otherwise request. If you wish to stop receiving such messages, you may request it from Hyper Nimbus or respond to any such texts with “STOP”.

‍Amendment and modification. Hyper Nimbus may update these Terms at any time, to be effective 30 days after the updates are posted or you otherwise receive Notice, except that updates made in response to changes in law or regulation take effect immediately upon posting or Notice. Changes will not apply retroactively. No other amendment to or modification of these Terms is effective unless in writing and signed by both parties. Failure to exercise or delay in exercising any right or remedy arising from these Terms is not a waiver, and no single or partial exercise of any right or remedy will preclude future exercise of that right or remedy.

‍Assignment and delegation. Neither party may assign its rights or delegate its obligations under these Terms without the other party’s prior written consent, except that Hyper Nimbus may assign its rights and delegate its obligations to an affiliate or as part of a sale of all or substantially all of its business. Any purported assignment or delegation is null and void except as permitted above. No permitted assignment or delegation will relieve the contracting party or assignees of their obligations under these Terms. These Terms will bind and inure to the benefit of the parties and their respective permitted successors and assigns.

‍Severability. If a provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will neither affect any other term or provision of these Terms nor invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such a determination, the parties will negotiate in good faith to modify these Terms to reflect the parties’ original intent as closely as possible.

‍Interpretation. These Terms will be construed mutually, with neither party considered the drafter. Document and section titles are provided for convenience and will not be interpreted. The phrases “for example” or “including” or “or” are not limiting.Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, except for payment obligations.

Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, except for payment obligations.

‍Relationship. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.

‍Entire agreement. These Terms, together with any documents incorporated by reference, are the entire agreement between you and Hyper Nimbus regarding self-serve use of the Services and supersede prior discussions on that subject (except any Signed Agreement, which controls as described above).

Questions about these Terms: notices@hypernimbus.ai