Terms of service

The following Key Terms apply to self-serve use and to any Order Form that does not state different values. Capitalized terms not defined in these Key Terms have the meanings in Section 13 (Definitions).

• Cloud Service: Hyperlocalise hosted localization platform, websites, APIs, cloud-connected CLI features, and related hosted offerings described in the Documentation or an Order Form.
• Governing Law: the laws of New South Wales, Australia, without regard to conflict of laws rules.
• Chosen Courts: the state and federal courts sitting in New South Wales, Australia.
• Notice Address: minh@hyperlocalise.com (or another address Provider designates in writing).
• Effective Date: the earlier of the date Customer first accepts this Agreement or first accesses or uses the Product.
• Order Date: for an Order Form, the date stated on the Order Form; for online checkout, the date Customer completes purchase.
• Subscription Period: the billing or subscription period selected at checkout or stated in an Order Form (for example monthly or annual). Free or trial access continues until Provider or Customer ends it.
• Non-Renewal Notice Date: the end of the then-current Subscription Period. Customer may cancel renewal in-product or by notice to the Notice Address before that date.
• Payment Process: automatic payment using the payment method on file through Provider’s billing processor, unless an Order Form specifies invoicing.
• Currency: the currency shown at checkout or in the Order Form. If none is stated, Australian Dollars (AUD).
• Technical Support: standard support via the Notice Address during Provider’s ordinary business hours, unless an Order Form describes different support.
• Use Limitations: plan limits, rate limits, seat limits, and other usage limits described in the Documentation, product UI, or Order Form.
• Additional Warranties: none.
• General Cap Amount: the greater of (a) the Fees Customer paid to Provider for the Product in the 12 months before the claim arose, or (b) AUD 150.
• Increased Cap Amount: three times the General Cap Amount.
• Increased Claims: breach of Section 10 (Confidentiality); and Provider Covered Claims under Section 9 (Indemnification).
• Unlimited Claims: Customer’s payment obligations; a party’s fraud or willful misconduct; and liability that cannot be limited or excluded under Applicable Laws (including non-excludable guarantees under the Australian Consumer Law, where it applies).
• Provider Covered Claims: third-party claims that the Product infringes or misappropriates the third party’s intellectual property rights.
• Customer Covered Claims: third-party claims arising from (a) Customer Content; (b) Customer’s or Users’ use of the Product; (c) Customer’s violation of this Agreement or Applicable Laws; or (d) Customer’s combination of the Product with items not provided by Provider (including Customer-configured third-party model providers and TMS platforms).

1.1 Access and Use. During the Subscription Period and subject to this Agreement, Customer may (a) access and use the Cloud Service; and (b) copy and use the included Software and Documentation only as needed to access and use the Cloud Service, in each case for its internal business purposes. If a Customer Affiliate enters a separate Order Form with Provider, that Affiliate creates a separate agreement with Provider, and Customer is not responsible for that Affiliate’s agreement.

1.2 Support. During the Subscription Period, Provider will provide Technical Support as described in the Key Terms or Order Form.

1.3 User Accounts. Customer is responsible for all actions on Users’ accounts and for all Users’ compliance with this Agreement. Customer and Users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Provider if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised.

1.4 Feedback and Usage Data. Customer may, but is not required to, give Provider Feedback, in which case Customer gives Feedback “AS IS”. Provider may use all Feedback freely without any restriction or obligation. Provider may collect and analyze Usage Data and may freely use Usage Data to maintain, improve, enhance, and promote Provider’s products and services without restriction or obligation. Provider may only disclose Usage Data to others if the Usage Data is aggregated and does not identify Customer or Users.

1.5 Customer Content. Provider may copy, display, modify, and use Customer Content only as needed to provide, secure, support, and maintain the Product and related offerings. Customer retains all right, title, and interest in and to Customer Content, subject to the limited rights granted in this Agreement. Customer is responsible for the accuracy and content of Customer Content and for any third-party services Customer connects.

1.6 Machine Learning. Usage Data and Customer Content may be used to develop, train, or enhance artificial intelligence or machine learning models that are part of Provider’s products and services, including third-party components of the Product, and Customer authorizes Provider to process its Usage Data and Customer Content for such purposes. However, (a) Usage Data and Customer Content must be aggregated before it can be used for these purposes, and (b) Provider will use commercially reasonable efforts consistent with industry standard technology to de-identify Usage Data and Customer Content before such use. Nothing in this section reduces Provider’s obligations regarding Personal Data under Applicable Data Protection Laws or a DPA. Due to the nature of artificial intelligence and machine learning, information generated by these features (including translations and localization suggestions) may be incorrect or inaccurate. Product features that include artificial intelligence or machine learning models are not human and are not a substitute for human oversight. Customer remains responsible for human review, compliance, and production use of any output or synced content.

1.7 Third-Party Services. The Product may interoperate with third-party model providers, translation management systems, storage systems, billing processors, and other external services that Customer selects or connects. Customer’s use of those services is governed by their own terms, pricing, and policies. When Customer configures the Product to send Customer Content to a third-party service, that transmission is at Customer’s direction. Provider is not responsible for third-party services or for outages, changes, or data handling performed by them, except to the extent caused by Provider’s breach of this Agreement.

2.1 Restrictions on Customer. Except as expressly permitted by this Agreement, Customer will not (and will not allow anyone else to): (i) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Product (except to the extent Applicable Laws prohibit this restriction); (ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Product (except Users under Customer’s account); (iii) remove any proprietary notices or labels; (iv) copy, modify, or create derivative works of the Product; (v) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Product; (vi) access accounts, information, data, or portions of the Product to which Customer does not have explicit authorization; (vii) use the Product to develop a competing service or product; (viii) use the Product with any High Risk Activities or with any activity prohibited by Applicable Laws; (ix) use the Product to obtain unauthorized access to anyone else’s networks or equipment; or (x) upload, submit, or otherwise make available to the Product any Customer Content to which Customer and Users do not have the proper rights. Use of the Product must comply with all Documentation and Use Limitations.

2.2 Suspension. If Customer (a) has an outstanding, undisputed balance on its account for more than 30 days; (b) breaches Section 2.1 (Restrictions on Customer); or (c) uses the Product in violation of the Agreement or in a way that materially and negatively impacts the Product or others, then Provider may temporarily suspend Customer’s access to the Product with or without notice. Provider will try to inform Customer before suspending Customer’s account when practical. Provider will reinstate Customer’s access only if Customer resolves the underlying issue.

3.1 Personal Data. Provider’s handling of personal information is described in the Privacy Policy. Before submitting Personal Data governed by GDPR (or UK GDPR) to the Product, Customer must enter into a data processing agreement with Provider. Request a DPA at minh@hyperlocalise.com. If the parties have a DPA, each party will comply with it; the DPA controls each party’s rights and obligations as to Personal Data and controls in the event of any conflict with this Agreement.

3.2 Prohibited Data. Customer will not (and will not allow anyone else to) submit Prohibited Data to the Product unless authorized in writing by Provider (for example in an Order Form or DPA).

4.1 Fees. Unless checkout or an Order Form specifies a different currency, Fees are in the Currency stated in the Key Terms and are exclusive of taxes. Except for the prorated refund of prepaid Fees allowed with specific termination rights in this Agreement, Fees are non-refundable.

4.2 Invoicing. For a Payment Process with invoicing, Provider will send invoices for usage-based Fees in arrears and for all other Fees in advance, according to the Payment Process.

4.3 Automatic Payment. For a Payment Process with automatic payment, Provider will automatically charge the payment method on file for Fees according to the Payment Process, and Customer authorizes all such charges. Provider will make bills or transaction history available to Customer.

4.4 Taxes. Customer is responsible for all duties, taxes, and levies that apply to Fees, including sales, use, VAT, GST, or withholding, that Provider itemizes and includes in an invoice or charge. Customer is not responsible for Provider’s income taxes.

4.5 Payment. Customer will pay Fees and taxes in the applicable Currency according to the Payment Process. Subscriptions renew automatically for successive Subscription Periods unless canceled before the Non-Renewal Notice Date. Provider may change pricing for future Subscription Periods with prior notice.

4.6 Payment Dispute. If Customer has a good-faith disagreement about Fees charged or invoiced, Customer must notify Provider about the dispute before payment is due, or within 30 days of an automatic payment, and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days. If no resolution is agreed, each party may pursue any remedies available under the Agreement or Applicable Laws.

5.1 Order Form and Agreement. For each Order Form or online purchase, the Agreement starts on the Order Date, continues through the Subscription Period, and automatically renews for additional Subscription Periods unless one party gives notice of non-renewal before the Non-Renewal Notice Date (including in-product cancellation).

5.2 Framework Terms. These Framework Terms start on the Effective Date and continue for the longer of one year or until all Order Forms and paid subscriptions governed by the Framework Terms have ended. Free or trial use ends when Provider or Customer terminates access.

5.3 Termination. Either party may terminate the Framework Terms or an Order Form immediately: (a) if the other party fails to cure a material breach following 30 days’ notice; or (b) upon notice if the other party (i) materially breaches in a manner that cannot be cured; (ii) dissolves or stops conducting business without a successor; (iii) makes an assignment for the benefit of creditors; or (iv) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days. Customer may stop using the Product and cancel a subscription at any time; cancellation takes effect at the end of the then-current Subscription Period unless otherwise stated at cancellation. Provider may terminate free or trial access at any time.

5.4 Force Majeure. Either party may terminate an affected Order Form or subscription upon notice if a Force Majeure Event prevents the Product from materially operating for 30 or more consecutive days. Provider will pay Customer a prorated refund of any prepaid Fees for the remainder of the Subscription Period. A Force Majeure Event does not excuse Customer’s obligation to pay Fees accrued prior to termination.

5.5 Effect of Termination. Termination of the Framework Terms automatically terminates all Order Forms and subscriptions governed by them. Upon any expiration or termination: (a) Customer will no longer have any right to use the Product; (b) upon Customer’s request, Provider will delete Customer Content within 60 days; (c) each Recipient will return or destroy Discloser’s Confidential Information in its possession or control; and (d) Provider will submit a final bill for outstanding Fees accrued before termination and Customer will pay according to Section 4.

5.6 Survival. The following survive expiration or termination: Sections 1.4, 1.6, 1.7, 2.1, 4 (for Fees accrued or payable before expiration or termination), 5.5, 5.6, 6, 7, 8, 9, 10, 11, 12, and 13. Each Recipient may retain Discloser’s Confidential Information in accordance with standard backup or record retention policies or as required by Applicable Laws, in which case Sections 3 and 10 continue to apply to retained Confidential Information.

6.1 Mutual. Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin (if it is an entity); (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights under this Agreement; and (d) it will comply with the Additional Warranties.

6.2 From Customer. Customer represents and warrants that it, all Users, and anyone submitting Customer Content each have and will continue to have all rights necessary to submit or make available Customer Content to the Product and to allow the use of Customer Content as described in this Agreement.

6.3 From Provider. Provider represents and warrants to Customer that it will not materially reduce the general functionality of the Cloud Service during the Subscription Period.

6.4 Provider Warranty Remedy. If Provider breaches the warranty in Section 6.3, Customer must give Provider notice (with enough detail for Provider to understand or replicate the issue) within 45 days of discovering the issue. Within 45 days of receiving sufficient details, Provider will attempt to restore the general functionality of the Cloud Service. If Provider cannot resolve the issue, Customer may terminate the affected Order Form or subscription and Provider will pay a prorated refund of prepaid Fees for the remainder of the Subscription Period. Provider’s restoration obligation, and Customer’s termination right, are Customer’s only remedies for a breach of Section 6.3.

Provider makes no guarantees that the Product will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. The warranties in Section 6 do not apply to any misuse or unauthorized modification of the Product, nor to any product or service provided by anyone other than Provider (including Customer-selected third-party model providers). Except for the warranties in Section 6, Provider and Customer each disclaim all other warranties and conditions, whether express or implied, including the implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws.

Nothing in this Agreement excludes, restricts, or modifies any consumer guarantee, right, or remedy conferred by the Australian Consumer Law or any other Applicable Laws that cannot be excluded, restricted, or modified by agreement. Where such a guarantee applies and liability cannot be excluded, Provider’s liability is limited, to the extent permitted by law, to resupplying the services or paying the cost of resupply.

8.1 Liability Caps. Except as provided in Section 8.4 (Exceptions), each party’s total cumulative liability for all claims arising out of or relating to this Agreement will not be more than the General Cap Amount. If there are Increased Claims, each party’s total cumulative liability for all Increased Claims arising out of or relating to this Agreement will not be more than the Increased Cap Amount.

8.2 Damages Waiver. Except as provided in Section 8.4 (Exceptions), under no circumstances will either party be liable to the other for lost profits or revenues (whether direct or indirect), or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if the party is informed of the possibility of this type of damage in advance.

8.3 Applicability. The limitations and waivers in Sections 8.1 and 8.2 apply to all liability, whether in tort (including negligence), contract, breach of statutory duty, or otherwise.

8.4 Exceptions. The liability cap in Section 8.1’s General Cap Amount does not apply to any Increased Claims. Section 8.1 does not apply to any Unlimited Claims. Section 8.2 does not apply to any Increased Claims or a breach of Section 10 (Confidentiality). Nothing in this Agreement will limit, exclude, or restrict a party’s liability to the extent prohibited by Applicable Laws.

9.1 Protection by Provider. Provider will indemnify, defend, and hold harmless Customer from and against all Provider Covered Claims made by someone other than Customer, Customer’s Affiliates, or Users, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses, that arise from the Provider Covered Claims.

9.2 Protection by Customer. Customer will indemnify, defend, and hold harmless Provider from and against all Customer Covered Claims made by someone other than Provider or its Affiliates, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses, that arise from the Customer Covered Claims.

9.3 Procedure. The Indemnifying Party’s obligations are contingent upon the Protected Party: (a) promptly notifying the Indemnifying Party of each Covered Claim; (b) providing reasonable assistance at the Indemnifying Party’s expense; and (c) giving the Indemnifying Party sole control over the defense and settlement of each Covered Claim. A Protected Party may participate with its own attorneys only at its own expense. The Indemnifying Party may not agree to any settlement that contains an admission of fault or otherwise materially and adversely impacts the Protected Party without the Protected Party’s prior written consent.

9.4 Changes to Product. If required by settlement or court order, or if deemed reasonably necessary in response to a Provider Covered Claim, Provider may: (a) obtain the right for Customer to continue using the Product; (b) replace or modify the affected component without materially reducing the general functionality of the Product; or (c) if neither (a) nor (b) is reasonable, terminate the affected Order Form or subscription and issue a prorated refund of prepaid Fees for the remainder of the Subscription Period.

9.5 Exclusions. Provider’s obligations as an Indemnifying Party will not apply to Provider Covered Claims that result from (i) modifications to the Product not authorized by Provider or made in compliance with Customer’s instructions; (ii) unauthorized use of the Product, including use in violation of this Agreement; (iii) use of the Product in combination with items not provided by Provider; or (iv) use of an old version of the Product where a newer release would avoid the claim. Customer’s obligations as an Indemnifying Party will not apply to Customer Covered Claims that result from Provider’s unauthorized use of Customer Content, including use in violation of this Agreement.

9.6 Exclusive Remedy. This Section 9, together with any termination rights, describes each Protected Party’s exclusive remedy and each Indemnifying Party’s entire liability for a Covered Claim.

10.1 Non-Use and Non-Disclosure. Except as otherwise authorized in the Agreement or as needed to fulfill its obligations or exercise its rights under this Agreement, Recipient will not (a) use Discloser’s Confidential Information; nor (b) disclose Discloser’s Confidential Information to anyone else. Recipient will protect Discloser’s Confidential Information using at least the same protections Recipient uses for its own similar information but no less than a reasonable standard of care.

10.2 Exclusions. Confidential Information does not include information that (a) Recipient knew without any obligation of confidentiality before disclosure by Discloser; (b) is or becomes publicly known and generally available through no fault of Recipient; (c) Recipient receives under no obligation of confidentiality from someone else who is authorized to make the disclosure; or (d) Recipient independently developed without use of or reference to Discloser’s Confidential Information.

10.3 Required Disclosures. Recipient may disclose Discloser’s Confidential Information to the extent required by Applicable Laws if, unless prohibited by Applicable Laws, Recipient provides Discloser reasonable advance notice of the required disclosure and reasonably cooperates, at Discloser’s expense, with Discloser’s efforts to obtain confidential treatment.

10.4 Permitted Disclosures. Recipient may disclose Discloser’s Confidential Information to Users, employees, advisors, contractors, and representatives who each have a need to know, but only if the person or entity is bound by confidentiality obligations at least as protective as those in this Section 10 and Recipient remains responsible for everyone’s compliance.

Except for the limited license to copy and use Software and Documentation in Section 1.1, Provider retains all right, title, and interest in and to the Product, whether developed before or after the Effective Date. Except for the limited rights in Sections 1.5, 1.6, and 1.7, Customer retains all right, title, and interest in and to the Customer Content.

12.1 Entire Agreement. This Agreement is the only agreement between the parties about its subject and supersedes all prior or contemporaneous statements (whether in writing or not) about its subject. Provider expressly rejects any terms included in Customer’s purchase order or similar document, which may only be used for accounting or administrative purposes. No terms in any Customer documentation or online vendor portal apply unless expressly agreed in a legally binding written agreement signed by an authorized Provider representative.

12.2 Modifications, Severability, and Waiver. Provider may update these online Framework Terms from time to time. If Provider makes material changes, Provider will update the effective date and take reasonable steps to notify Customer (for example by email or in-product notice). Continued use of the Product after the effective date of updated terms constitutes acceptance, except where Applicable Laws require a different process. For a signed Order Form, any waiver, modification, or change to that Order Form must be in writing and signed or electronically accepted by each party. If any term of this Agreement is determined to be invalid or unenforceable, the remaining terms remain in full force and effect. Failure to enforce a term is not a waiver.

12.3 Governing Law and Chosen Courts. The Governing Law will govern all interpretations and disputes about this Agreement, without regard to its conflict of laws provisions. The parties will bring any legal suit, action, or proceeding about this Agreement in the Chosen Courts and each party irrevocably submits to the exclusive jurisdiction of the Chosen Courts.

12.4 Injunctive Relief. Despite Section 12.3, a breach of Section 10 (Confidentiality) or the violation of a party’s intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate. Upon the actual or threatened breach of Section 10 or violation of a party’s intellectual property rights, the non-breaching or non-violating party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.

12.5 Non-Exhaustive Remedies. Except where the Agreement provides for an exclusive remedy, seeking or exercising a remedy does not limit the other rights or remedies available to a party.

12.6 Assignment. Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party. However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates. Any attempted but non-permitted assignment is void. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

12.7 Beta Products. If Provider gives Customer access to a Beta Product, the Beta Product is provided “AS IS” and Section 6.3 does not apply to Beta Products. Customer acknowledges that Beta Products are experimental and may be modified or removed at Provider’s discretion with or without notice.

12.8 Logo Rights. Provider may identify Customer and use Customer’s name and logo in marketing to identify Customer as a user of Provider’s products and services. Customer may opt out by notice to the Notice Address.

12.9 Notices. Any notice, request, or approval about the Agreement must be in writing and sent to the Notice Address (and, for notices to Customer, the email associated with Customer’s account). Notices will be deemed given (a) upon confirmed delivery if by email, registered or certified mail, or personal delivery; or (b) two days after mailing if by overnight commercial delivery.

12.10 Independent Contractors. The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.

12.11 No Third-Party Beneficiary. There are no third-party beneficiaries of this Agreement.

12.12 Force Majeure. Neither party will be liable for a delay or failure to perform its obligations of this Agreement if caused by a Force Majeure Event. However, this section does not excuse Customer’s obligations to pay Fees.

12.13 Export Controls and Sanctions. Customer may not use, export, or re-export the Product in violation of Applicable Laws of Australia, the United States, or other applicable jurisdictions, including sanctions administered by DFAT, OFAC, or similar authorities. Customer represents that it is not (a) located in, or a national or resident of, an Embargoed Country; (b) an entity organized under the laws of an Embargoed Country; (c) designated on any list of prohibited, restricted, or sanctioned parties maintained by the Australian, U.S., UN, or other applicable governments or agencies; nor (d) 50% or more owned by any party designated on any of the above lists. Provider may terminate this Agreement immediately without notice or liability to comply, as determined in Provider’s sole discretion, with applicable export controls and sanctions laws and regulations.

12.14 Government Rights. If Customer is a U.S. Government end user, the Cloud Service and Software are deemed “commercial items” or “commercial computer software” according to FAR section 12.212 and DFAR section 227.7202, and the Documentation is “commercial computer software documentation” according to DFAR section 252.227-7014(a)(1) and (5). Any use, modification, reproduction, release, performance, display, or disclosure of the Product by the U.S. Government will be governed solely by the terms of this Agreement and all other use is prohibited.

12.15 Anti-Bribery. Neither party will take any action that would violate Applicable Laws that prohibit bribery or corruption, including the Australian Criminal Code Act bribery offences, the U.S. Foreign Corrupt Practices Act, and the UK Bribery Act 2010.

12.16 Titles and Interpretation. Section titles are for convenience and reference only. All uses of “including” and similar phrases are non-exhaustive and without limitation. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

12.17 Signature and Acceptance. This Agreement may be accepted by electronic acceptance, online checkout, account creation, continued use of the Product, or signature (including counterparts and electronic copies). Each acceptance or signed copy is deemed an original.

“Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest.

“Agreement” means these Framework Terms, including the Key Terms, and any Order Form or online purchase governed by them.

“Applicable Data Protection Laws” means the Applicable Laws that govern how the Cloud Service may process or use an individual’s personal information, personal data, personally identifiable information, or other similar term, including the Australian Privacy Act 1988 (Cth) and the GDPR where applicable.

“Applicable Laws” means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern Provider or Customer.

“Beta Product” means an early or prerelease feature or version of the Product that is identified as beta or similar, or a version of the Product that is not generally available.

“Cloud Service” means the product described in the Key Terms or Order Form.

“Confidential Information” means information in any form disclosed by or on behalf of a Discloser, including before the Effective Date, to a Recipient in connection with this Agreement that (a) the Discloser identifies as “confidential”, “proprietary”, or the like; or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Confidential Information includes the existence of a negotiated Order Form and its commercial terms. Customer’s Confidential Information includes non-public Customer Content. Provider’s Confidential Information includes non-public information about the Product.

“Covered Claim” means either a Provider Covered Claim or Customer Covered Claim, as defined in the Key Terms.

“Customer Content” means data, information, or materials submitted by or on behalf of Customer or Users to the Product (including source strings, translations, prompts, glossaries, configuration, and localization metadata) but excludes Feedback.

“Discloser” means a party to this Agreement when the party is providing or disclosing Confidential Information to the other party.

“Documentation” means the usage manuals and instructional materials for the Cloud Service or Software that are made available by Provider.

“Embargoed Country” means any country or region to or from where Applicable Laws generally restrict the export or import of goods, services, or money.

“Feedback” means suggestions, feedback, or comments about the Product or related offerings.

“Fees” means the applicable amounts described at checkout, in an Order Form, or in Customer’s plan.

“Force Majeure Event” means an unforeseen event outside a party’s reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples include unpredicted natural disasters, war, pandemic, riot, act of terrorism, or public utility or internet failure.

“Framework Terms” means these Standard Terms, the Key Terms, and any policies and documents referenced in them (including the Privacy Policy).

“GDPR” means European Union Regulation 2016/679 as implemented by local law in the relevant European Union member nation, and by section 3 of the United Kingdom’s European Union (Withdrawal) Act of 2018 in the United Kingdom.

“High Risk Activity” means any situation where the use or failure of the Product could be reasonably expected to lead to death, bodily injury, or environmental damage. Examples include full or partial autonomous vehicle technology, medical life-support technology, emergency response services, nuclear facilities operation, and air traffic control.

“Indemnifying Party” means a party to this Agreement when the party is providing protection for a particular Covered Claim.

“OFAC” means the United States Department of the Treasury’s Office of Foreign Assets Control.

“Order Form” means an ordering document, online checkout, or similar commercial terms that reference this Agreement and identify Fees, Subscription Period, or other commercial details. An Order Form includes the policies and documents referenced in or attached to it.

“Personal Data” will have the meaning(s) set forth in the Applicable Data Protection Laws for personal information, personal data, personally identifiable information, or other similar term.

“Product” means the Cloud Service, Software, and Documentation.

“Prohibited Data” means (a) patient, medical, or other protected health information regulated by HIPAA or similar health privacy laws; (b) credit, debit, bank account, or other financial account numbers; (c) social security numbers, tax file numbers, driver’s license numbers, or other unique and private government ID numbers; (d) special categories of data as defined in the GDPR; and (e) other similar categories of sensitive information as set forth in Applicable Data Protection Laws.

“Protected Party” means a party to this Agreement when the party is receiving the benefit of protection for a particular Covered Claim.

“Recipient” means a party to this Agreement when the party receives Confidential Information from the other party.

“Software” means the client-side software or applications made available by Provider for Customer to install, download (whether onto a machine or in a browser), or execute as part of the Product, including the Hyperlocalise CLI where used with the Cloud Service.

“Usage Data” means data and information about the provision, use, and performance of the Product and related offerings based on Customer’s or User’s use of the Product.

“User” means any individual who uses the Product on Customer’s behalf or through Customer’s account.

For legal questions about these terms, contact: minh@hyperlocalise.com

For data processing agreement requests, contact: minh@hyperlocalise.com

Effective date: 2026-08-10