Terms & Conditions

These Terms and Conditions (“Terms”) govern your access to and use of the Hypergrasp platform (“Platform”, “Service”) provided by VERA AI (“Hypergrasp”, “we”, “us”, “our”). By accessing or using the Platform, you (“Customer”, “you”, “your”) agree to be bound by these Terms.

1. ACCEPTANCE OF TERMS

By registering for, accessing, or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not access or use the Platform.

2. PLATFORM DESCRIPTION

2.1 Overview – Hypergrasp is a Software-as-a-Service (SaaS) training automation platform that utilises machine learning (ML) and artificial intelligence (AI) technologies to process, analyse, and transform customer-provided source content into comprehensive training materials. The Platform operates as a cloud-based service accessible via web browsers and does not require software installation on customer devices.

2.2 Core Functionality – The Platform accepts customer-uploaded content in various formats, including but not limited to documents (PDF, Word, PowerPoint, text files), video files (MP4, AVI, MOV, and other standard formats), and audio files (MP3, WAV, and other standard formats). The Platform’s RAG (retrieval augmented generation) engine processes this source content to automatically generate training modules that may include presentation slides, contextual narration scripts, voice-over audio, visual elements, learning assessments, quizzes, evaluations, progress reports, analytics dashboards, and other training-related materials.

2.3 Smart Assist Features – The Platform includes Smart Assist functionality, which provides interactive question-and-answer capabilities, conversational chat interfaces for learner engagement, voice-based interaction and commands, content recommendations and suggestions, automated responses to common queries, and contextual help based on training content. Customer acknowledges that the Smart Assist feature is powered by ML/AI technology and will provide responses based on the content the customer provides. The response will be limited to the content provided by the customer.

2.4 User Access and Deployment – The Platform supports multiple user access modes including internal organizational users (employees, staff, team members), external users (customers, partners, contractors, clients), administrator accounts with full management privileges, instructor or trainer accounts with training module automation with human gateways to approve training modules and management rights, and learner accounts with access to assigned training modules. Customer is responsible for managing user access, permissions, and authentication for all users under their account.

2.5 Technology Disclaimer & Human Governance – Customer acknowledges that the Platform uses Machine Learning (ML) to structure content and Artificial Intelligence (AI) to transform approved content into training materials. The Platform operates on a strictly inference-only basis; it does not train, fine-tune, or learn from Customer Content. All AI-generated outputs are produced solely from Customer-provided content and must undergo mandatory human review and approval before publication or distribution. Hypergrasp does not guarantee that generated content will be free from errors, but the risk of inaccuracies is significantly mitigated through content isolation and human oversight. The Platform is designed as a human-governed automation tool, not an autonomous content creator.

2.6 Service Limitations – The Platform is designed to assist in the creation of training materials and is not intended to replace human judgment, expertise, or oversight. The Platform does not provide professional training, instructional design, or educational consulting services, and it does not guarantee any learning outcomes. Customer is solely responsible for ensuring that all training content provided using the Platform is accurate, appropriate, compliant with applicable laws and regulations, and suitable for the intended audience and purpose.

2.7 No Endorsement – Hypergrasp does not review, approve, endorse, or verify the content, accuracy, quality, legality, or appropriateness of any training materials created using the Platform. The inclusion of any features, capabilities, or third-party integrations in the Platform does not constitute an endorsement or recommendation by Hypergrasp.

2.8 AI/ML Governance & Controls

2.8.1 Human-in-the-Loop Requirement – All training materials generated by the Platform are considered draft outputs until explicitly approved by an authorised human user. The Platform enforces mandatory approval gates before any content can be published or accessed by learners.

2.8.2 Model Execution Only – Hypergrasp uses ML and AI models solely in execution (inference) mode. No Customer Content is used to train, fine-tune, or improve any internal or third-party models.

2.8.3 Data Isolation – Each Customer’s data is logically isolated. There is no cross-tenant pooling, sharing, or aggregation of content, outputs, or usage patterns.

2.8.4 Retrieval Augmented Generation (RAG) – The Platform’s proprietary RAG system retrieves information only from Customer-approved content within the Customer’s own content. It does not access external sources or shared knowledge bases.

2.8.5 Smart Assist Boundaries – The Smart Assist feature answers learner queries only from approved, published training materials. If no approved answer exists, the system triggers an escalation for human review and does not generate autonomous responses.

3. LICENSE AND ACCESS

3.1 Grant of License – Subject to compliance with these Terms and payment of applicable fees, Hypergrasp grants you a non-exclusive, non-transferable, revocable license to access and use the Platform during the subscription term on a concurrent user basis with specified module creation limits.

3.2 License Restrictions – You may not sublicense, resell, rent, lease, transfer, or distribute the Platform; reverse engineer, decompile, or disassemble the Platform; remove or modify any proprietary notices or labels; use the Platform for any unlawful purpose or in violation of these Terms; or attempt to gain unauthorised access to the Platform or related systems.

3.3 Human-in-the-Loop Requirement – Customer acknowledges and agrees that the publication of any training module without human review and approval is not allowed. Hypergrasp enforces technical and workflow controls to ensure no AI-generated content becomes authoritative without Customer validation. Hypergrasp is not liable for any content published in violation of this mandatory review process

4. FAIR USE POLICY

4.1 Usage Limits – Your subscription includes the creation of up to 50 training modules per year, with a maximum of three (3) parallel content ingestions at any given time.

4.2 File Size Limits – Content limitations are based on your selected subscription tier. Standard tier limits include documents not exceeding one thousand (1,000) pages; audio files not exceeding forty (40) minutes or five hundred megabytes (500MB); video files not exceeding forty (40) minutes or one point five gigabytes (1.5GB). Higher tiers may offer increased limits as specified in your plan.

4.3 Excess Usage – Modules created beyond your annual limit will incur additional charges as specified in your pricing plan. We reserve the right to charge overage fees or upgrade your subscription tier.

4.4 Prohibited Activities – The following activities constitute abuse of the Platform and may result in immediate suspension or termination without prior notice: automated scraping or bulk downloading of content; excessive ingestion of content outside policy limits; using the Platform to store or backup files unrelated to training creation; circumventing usage limitations through technical means; and sharing account credentials among multiple users beyond licensed concurrent user limits and this will result in immediate suspension or termination without prior notice and without any refund of fees paid in advance.

5. CUSTOMER RESPONSIBILITIES

5.1 Content Ownership and Legality – You represent and warrant that you own or have obtained all necessary rights, licenses, and permissions for all content uploaded to the Platform; your content does not infringe any intellectual property rights, privacy rights, or other rights of any third party; your content complies with all applicable laws and regulations; and you have full authority to bind your organization to these Terms.

5.2 Content Liability – You are solely responsible for all content you upload, process, or distribute through the Platform. Hypergrasp does not pre-screen, monitor, edit, or control customer content and assumes no liability, responsibility, or obligation for any content uploaded by customers. You acknowledge that Hypergrasp acts solely as a neutral technology provider and has no duty to verify the accuracy, legality, or appropriateness of customer content.

5.3 Account Security – You are solely responsible for maintaining the confidentiality of your account credentials, all activities that occur under your account, and immediately notifying us of any unauthorised access or security breach. Hypergrasp shall not be liable for any loss or damage arising from your failure to maintain account security or from any unauthorised use of your account, whether or not such use was authorised by you.

6. PROHIBITED CONTENT AND ILLEGAL USE

6.1 Prohibited Content – You may not upload, process, or distribute through the Platform any content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable; infringes any patent, trademark, trade secret, copyright, or other proprietary rights; contains viruses, malware, or other harmful code; promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; contains explicit sexual content, child exploitation material, or promotes violence; or violates any applicable local, state, national, or international law. The Platform does not fetch content from the open internet, and all training content is limited to customer-provided materials. Hypergrasp reserves the right, but has no obligation, to remove any content that violates these Terms or that Hypergrasp deems objectionable in its sole discretion.

6.2 Prohibition on Illegal and Criminal Activities – You expressly agree that you shall not use the Platform for any illegal, unlawful, criminal, or fraudulent purpose or activity, including but not limited to money laundering, terrorist financing, fraud, identity theft, phishing, hacking, distribution of illegal materials, or any activity that violates criminal laws, civil laws, or regulations of any jurisdiction. You shall not use the Platform to facilitate, support, enable, or engage in any conduct that would constitute a criminal offence or give rise to civil liability. You acknowledge and agree that any such use is strictly prohibited and may result in immediate termination of your account, reporting to law enforcement authorities, and full cooperation with any criminal or civil investigations.

6.3 Intellectual Property Violations – You shall not use the Platform in any manner that infringes, violates, or misappropriates the intellectual property rights of any third party, including but not limited to copyrights, trademarks, patents, trade secrets, or other proprietary rights. You agree not to upload, process, or distribute any content that you do not have the legal right to use, and you shall not use the Platform to generate training materials that incorporate, reproduce, or derive from copyrighted works without proper authorisation, license, or legal basis. You acknowledge that unauthorised use of third-party intellectual property may expose you to legal liability, and you agree to indemnify and hold Hypergrasp harmless from any claims arising from your infringement of third-party intellectual property rights.

6.4 No Liability for Customer’s Illegal Use – Hypergrasp shall have no liability whatsoever for any illegal, criminal, or infringing use of the platform by customers. You acknowledge and agree that Hypergrasp is a neutral technology provider and has no duty or obligation to monitor, police, or control how customers use the platform. Hypergrasp does not endorse, approve, or verify customer content and assumes no responsibility for ensuring that your use complies with applicable laws or respects third-party rights. You bear sole and exclusive responsibility for your use of the platform and for ensuring that such use is lawful and does not violate any third-party rights.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Customer Content – You retain all ownership rights to the training materials and content you upload to the Platform. By uploading content, you grant Hypergrasp a limited, non-exclusive, worldwide, royalty-free license to process, store, display, and transmit such content solely for the purpose of providing the Service only to you. This license terminates when you delete the content or terminate your account, except to the extent Hypergrasp is required to retain such content for development, legal or regulatory compliance purposes.

7.2 Platform IP – Hypergrasp retains all rights, title, and interest in and to the Platform, including all software, algorithms, ML/AI models, machine learning models, user interface designs, documentation, methodologies, know-how, trade secrets, and any improvements, enhancements, or modifications thereto. Nothing in these Terms transfers any ownership rights to you. All intellectual property rights in the Platform and any derivative works thereof are and shall remain the exclusive property of Hypergrasp.

7.3 Usage Data – Hypergrasp may collect, use, and analyse aggregated and anonymised usage data, statistics, and analytics for the purposes of improving the Platform, developing new features, conducting research, and other business purposes. Such data will not identify you or your organisation and shall be owned exclusively by Hypergrasp.

8. PAYMENTS AND FEES

8.1 Subscription Fees – Platform access is provided on a subscription basis, billed monthly or annually in advance. Pricing is based on the number of trainers accessing it and module creation limits as specified in your selected plan. All fees are quoted and payable in the currency specified in your subscription agreement.

8.2 Onboarding Fees – An optional upfront onboarding fee may apply for implementation, configuration, and initial training services in cases where the Customer requests customisation beyond standard offerings, provided such customisation is both technically feasible and mutually agreed upon in writing.

8.3 Payment Terms – All fees are non-refundable except as expressly required by applicable law; payments are due in advance at the beginning of each billing cycle; late payments may incur interest charges at the rate of one point five percent (1.5%) per month or the maximum rate permitted by law, whichever is lower, and service suspension after a grace period; and prices are subject to change upon thirty (30) days’ prior written notice, except where services are not provided as agreed or as required by law

8.4 Discounts – Discounts may be available at Hypergrasp’s sole discretion for annual subscription commitments, educational institutions, non-profit organisations, and enterprise volume licensing arrangements. All discounts must be agreed to in writing and may not be combined with other offers unless explicitly permitted.

8.5 Consequences of Non-Payment – Failure to pay fees when due may result in suspension of Platform access after a grace period of fifteen (15) days, assessment of late payment fees or interest charges as specified herein, termination of your account and permanent deletion of data, and collection efforts including recovery of all legal costs, expenses, and attorneys’ fees incurred in collecting such amounts.

8.6 Taxes – All fees are exclusive of applicable taxes, duties, levies, tariffs, and government assessments (including, without limitation, value-added, sales, use, and withholding taxes). You are solely responsible for paying all such taxes except those based on Hypergrasp’s net income.

9. DATA HOSTING AND SECURITY

9.1 Infrastructure – The Platform is hosted on enterprise-grade cloud infrastructure (currently Amazon Web Services) in geographically distributed regions to support data residency requirements. Hypergrasp may change hosting providers or locations with reasonable notice. For Customers subject to specific data residency laws (e.g., EU GDPR), Hypergrasp will ensure processing occurs in compliant regions (e.g., EU for EU customers) as agreed in the subscription agreement. For avoidance of doubt, Hypergrasp reserves the right to choose the infrastructure at its absolute discretion.

9.2 Data Security – Hypergrasp implements industry-standard security measures, including encryption of data in transit using TLS/SSL protocols, encryption of data at rest using AES-256 or equivalent encryption standards, regular security assessments and updates, access controls and multi-factor authentication mechanisms, and monitoring and logging of system activities.

9.3 No Absolute Security Guarantee – While we implement commercially reasonable security measures, no system is completely secure. You acknowledge and agree that you use the Platform at your own risk and that Hypergrasp cannot and does not guarantee absolute security of your data. Hypergrasp shall not be liable for any unauthorised access, use, modification, or disclosure of data resulting from circumstances beyond its reasonable control, including but not limited to security breaches caused by third parties, vulnerabilities in internet infrastructure, or force majeure events.

9.4 Security Incidents – In the event of a security incident affecting customer data, Hypergrasp will notify affected customers in accordance with applicable law and will use commercially reasonable efforts to investigate and remediate the incident. Hypergrasp’s liability for any security incident shall be limited as set forth in the Limitation of Liability section of these Terms.

10. DATA PRIVACY AND PROTECTION

10.1 Data Processing – Customer data is collected, processed, stored, and used in accordance with our Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you consent to the collection, use, processing, and transfer of data as described in the Privacy Policy and these Terms.

10.2 Data Controller and Processor Relationship – For the purposes of applicable data protection laws, including the General Data Protection Regulation (GDPR), UK GDPR, and other similar legislation, you are the data controller, and Hypergrasp is the data processor with respect to any personal data contained in customer-provided content. Hypergrasp will process personal data only in accordance with your documented instructions and these Terms.

10.3 GDPR and International Compliance – Where applicable, Hypergrasp processes personal data in compliance with GDPR, the Information Technology Act, 2000, the Digital Personal Data Protection Act, 2023, and other applicable data protection laws. Hypergrasp implements appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including measures to ensure ongoing confidentiality, integrity, availability, and resilience of processing systems and services.

10.4 Data Subject Rights – You are solely responsible for responding to and facilitating any data subject access requests, rectification requests, erasure requests, or other rights exercised by individuals under applicable data protection laws. Hypergrasp will provide reasonable assistance to you in fulfilling such requests, but shall have no independent obligation to data subjects and assumes no liability for your compliance or non-compliance with data protection laws.

10.5 Data Processing – Hypergrasp may process Customer Content in data centres located in various global regions to provide the Service efficiently and in compliance with data residency requirements. All such acts are conducted in accordance with applicable data protection laws, utilising appropriate safeguards such as Standard Contractual Clauses (SCCs) or other approved mechanisms. Customer Content is never transferred for model training or improvement purposes.

10.6 Data Retention and Deletion -Hypergrasp will retain customer data only for as long as necessary to provide the Service and as required by applicable law. Upon termination or expiration of your subscription, Hypergrasp will delete or anonymise customer data in accordance with its data retention policy, except to the extent retention is required for legal, regulatory, or legitimate business purposes.

11. CANCELLATION AND TERMINATION

11.1 Cancellation by Customer – You may cancel your subscription at any time by providing thirty (30) days’ written notice to Hypergrasp. Cancellation will be effective at the end of the then-current billing period. No refunds will be provided for unused portions of prepaid subscription periods except as expressly required by law. Upon cancellation, your access to the Platform will cease, and you will no longer be able to retrieve or access your data after the data retrieval period specified in Section 11.4.

11.2 Termination by Hypergrasp – We reserve the right to suspend or terminate your access to the Platform immediately and without notice or liability if you breach any provision of these Terms; your account is used for fraudulent, illegal, or unauthorized activities; your usage poses a security risk to the Platform, other users, or Hypergrasp’s systems; you fail to pay applicable fees after the grace period; we receive a subpoena, court order, or other legal directive requiring termination; or we are required to do so by law or regulatory authority. Hypergrasp may also terminate these Terms for convenience upon thirty (30) days’ written notice.

11.3 Effects of Termination – Upon termination or expiration of your subscription for any reason, your access to the Platform will be immediately revoked; you must cease all use of the Platform and any related documentation; we may delete your data after a retention period as specified in our Privacy Policy and Section 11.4; you remain liable for all fees incurred prior to termination and any outstanding amounts become immediately due and payable; and provisions that by their nature should survive termination will continue in full force and effect, including but not limited to Sections 5.2 (Content Liability), 7 (Intellectual Property Rights), 8 (Payments and Fees), 12 (Limitation of Liability), 13 (Disclaimer of Warranties), 14 (Indemnification), and 16 (Governing Law and Jurisdiction).

11.4 Data Retrieval – You may request an export of your data within thirty (30) days of termination or cancellation. After this period, we reserve the right to permanently delete all customer data without further notice or liability. Hypergrasp may charge a reasonable fee for data export services beyond standard export functionality.

12. LIMITATION OF LIABILITY

12.1 Maximum Liability – to the maximum extent permitted by applicable law, Hypergrasp’s total aggregate liability arising out of or in connection with these terms, the platform, or your use thereof, whether based on contract, tort (including negligence), strict liability, or any other legal or equitable theory, shall not exceed the total amounts actually paid by you to Hypergrasp in the three (3) months immediately preceding the event giving rise to the first claim. This limitation applies to all claims in the aggregate and not on a per-incident basis.

12.2 Excluded Damages – in no event shall Hypergrasp, its affiliates, officers, directors, employees, agents, suppliers, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, revenue, sales, or business opportunities; loss of data, information, or content; business interruption or downtime; loss of goodwill or reputation; loss of use or loss of anticipated savings; cost of substitute services or products; procurement costs; or any other intangible losses, even if Hypergrasp has been advised of or should have known of the possibility of such damages. Such exclusions apply regardless of the legal theory (contract, tort, negligence, strict liability, breach of warranty, or otherwise) and whether or not Hypergrasp has been advised of the possibility of such damages.

12.3 No Liability for Customer Content – Hypergrasp shall have no liability whatsoever for any content uploaded, processed, generated, distributed, or published by or through your account, including but not limited to any claims arising from inaccuracy, errors, omissions, infringement of third-party rights, defamation, violation of privacy rights, or any other harm caused by such content. You acknowledge that Hypergrasp is a neutral technology provider and bears no responsibility for how you use the platform or the content you create.

12.4 No Liability for Third-Party Actions – Hypergrasp shall not be liable for any damages or losses arising from the acts or omissions of third parties, including but not limited to internet service providers, telecommunications providers, or any other third-party service providers upon which the platform depends.

12.5 No Liability for Generated Content – Hypergrasp shall not be liable for any damages arising from the use of platform-generated content that has not undergone the mandatory human review and approval process as required by section 3.3. Customer acknowledges that the platform generates content only from customer-provided materials and is designed to minimise inaccuracies, but final responsibility for the accuracy and appropriateness of published content rests with the customer after human validation.

12.6 Basis of the Bargain – You acknowledge and agree that the fees paid under these Terms reflect the allocation of risk set forth herein and that Hypergrasp would not enter into these Terms without these limitations on liability. These limitations are an essential element of the agreement between you and Hypergrasp.

12.7 Jurisdictional Limitations – Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such jurisdictions, the exclusions and limitations set forth in these Terms shall apply to the maximum extent permitted by applicable law.

13. DISCLAIMER OF WARRANTIES

13.1 “AS IS” and “AS AVAILABLE” Provision – The platform, including all software, content, features, functions, materials, and services provided through or in connection with the platform, is provided on an “as is” and “as available” basis without warranties of any kind, either express or implied. To the maximum extent permitted by applicable law, Hypergrasp, its affiliates, and its licensors expressly disclaim all warranties, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, quiet enjoyment, accuracy of data, and system integration; warranties regarding accuracy, reliability, completeness, timeliness, or quality of content, information, or results; warranties that the platform will be uninterrupted, timely, secure, or error-free; warranties that defects or errors will be corrected; warranties regarding results obtained from use of the platform; and any warranties arising from course of dealing, course of performance, or usage of trade.

13.2 Generated Content Disclaimer – Customer expressly acknowledges and agrees that generated content may contain errors, inaccuracies, biases, inappropriate material, factual mistakes, logical inconsistencies, or other defects. Hypergrasp makes no warranties, representations, or guarantees regarding the accuracy, quality, reliability, suitability, completeness, or appropriateness of AI-generated training content for any purpose. Customer acknowledges that AI-generated content is draft material intended for human review. Hypergrasp disclaims all warranties regarding the accuracy or fitness of unreviewed AI outputs. Customer is solely responsible for reviewing, editing, validating, and approving all content before publication.

13.3 Third-Party Services Disclaimer – The Platform may utilise third-party large language models (LLMs) strictly as stateless inference engines. Customer Content is not retained or used for training by these third parties

13.4 No Professional Advice – The Platform and any content generated through the Platform are not intended to provide and do not constitute professional advice, including but not limited to legal, financial, medical, or other professional advice. Hypergrasp is not responsible for any decisions made or actions taken in reliance upon the Platform or any content generated through the Platform.

13.5 Security Disclaimer – While Hypergrasp implements commercially reasonable security measures, no security measures are perfect or impenetrable. Hypergrasp does not warrant that the Platform will be secure, free from bugs, viruses, interruptions, errors, theft, or unauthorised access, or that your data will remain secure or not be lost, corrupted, or damaged.

14. INDEMNIFICATION

14.1 Customer Indemnification -You agree to indemnify, defend (at Hypergrasp’s option), and hold harmless Hypergrasp, its parent company, subsidiaries, affiliates, officers, directors, employees, agents, partners, suppliers, licensors, successors, and assigns from and against any and all third-party claims, actions, demands, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees, expert fees, and litigation costs) arising from or relating to: (a) your use or misuse of the Platform; (b) your violation or breach of these Terms or any representation, warranty, or covenant contained herein; (c) your violation of any applicable laws, regulations, or third-party rights; (d) your content or any content uploaded, processed, generated, distributed, or published through your account; (e) any claim that your content infringes, violates, or misappropriates any third-party intellectual property rights, privacy rights, publicity rights, or other proprietary rights; (f) any negligent, wrongful, or willful misconduct by you or anyone using your account; (g) any breach of your security obligations or unauthorized access resulting from your failure to maintain account security; or (h) any dispute between you and any third party arising from your use of the Platform.

14.2 Indemnification Procedure – Hypergrasp will provide you with prompt written notice of any claim subject to indemnification, provided that failure to provide such notice shall not relieve you of your indemnification obligations except to the extent you are materially prejudiced thereby. You shall have the right to control the defence and settlement of any such claim, provided that you may not settle any claim without Hypergrasp’s prior written consent if such settlement would impose any obligations or liability on Hypergrasp or require any admission of liability or wrongdoing by Hypergrasp. Hypergrasp reserves the right to participate in the defence of any claim with counsel of its own choosing at its own expense.

14.3 Survival -This indemnification obligation will survive termination or expiration of these Terms and your use of the Platform.

15. MODIFICATIONS TO TERMS

15.1 Right to Modify -Hypergrasp reserves the right, in its sole discretion, to modify, amend, or update these Terms at any time and for any reason. We will provide notice of material changes by posting the updated Terms on the Platform with a new “Last Updated” date, sending notice to the email address associated with your account, or displaying a prominent notice on the Platform. Non-material changes may be made without notice.

15.2 Acceptance of Changes – Your continued access to or use of the Platform after the effective date of modified Terms constitutes your acceptance of and agreement to be bound by those changes. If you do not agree to the modified Terms, you must immediately discontinue use of the Platform and cancel your subscription in accordance with Section 11.1. Your sole remedy for objecting to modified Terms is to terminate your subscription.

15.3 Modification of Services -Hypergrasp reserves the right to modify, suspend, discontinue, or impose limits on any feature, aspect, or functionality of the Platform at any time without notice or liability. Hypergrasp may also change pricing, usage limits, or subscription plans with notice as provided in Section 8.3.

16. GOVERNING LAW AND JURISDICTION

16.1 Governing Law -These Terms and any disputes or claims, arising out of or relating to these Terms, the Platform, or your relationship with Hypergrasp shall be governed by and construed in accordance with the laws of India, to trail the matter.

16.2 Exclusive Jurisdiction and Venue – You irrevocably and unconditionally agree that the courts located in [Specify City/State – Eg- Chennai, Tamil Nadu], India shall have exclusive jurisdiction to hear and determine any suit, action, or proceeding, and to settle any dispute or claim, arising out of or in connection with these Terms, the Platform, or your relationship with Hypergrasp. You irrevocably waive any objection to the jurisdiction of such courts on the grounds of venue, inconvenient forum, or otherwise.

16.3 Equitable Relief -Notwithstanding the foregoing, Hypergrasp may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or enjoin infringement, misappropriation, or violation of Hypergrasp’s intellectual property rights, confidential information, or these Terms.

17. FORCE MAJEURE

Hypergrasp shall not be liable, responsible, or held in breach of these Terms for any failure or delay in performance of its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, earthquakes, floods, fires, storms, epidemics, pandemics, war, terrorism, riots, civil unrest, labor disputes, strikes, governmental actions, laws, regulations, orders, embargoes, sanctions, internet service provider failures, telecommunications failures, power outages, AWS infrastructure outages or disruptions, cyberattacks, or any other events beyond Hypergrasp’s reasonable control (each, a “Force Majeure Event”). In the event of a Force Majeure Event, Hypergrasp’s obligations shall be suspended for the duration of such event, and Hypergrasp shall have no liability for any failure or delay resulting therefrom.

18. EXPORT COMPLIANCE

You agree to comply with all applicable export control laws, regulations, and sanctions programs, including but not limited to the export control laws of India, the United States, the European Union, and any other applicable jurisdiction. You represent and warrant that you are not located in, under the control of, or a national or resident of any country or territory subject to comprehensive sanctions or embargoes, and that you are not on any government list of prohibited or restricted parties. You may not use the Platform in violation of any export restrictions or sanctions.

19. GENERAL PROVISIONS

19.1 Entire Agreement -These Terms, together with our Privacy Policy, any applicable order forms, subscription agreements, and any other policies or documents expressly referenced herein or incorporated by reference, constitute the entire agreement and understanding between you and Hypergrasp regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, negotiations, representations, warranties, and communications, whether written or oral, relating to such subject matter.

19.2 Severability – If any provision of these Terms is held to be invalid, illegal, void, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its intent, or if such modification is not possible, such provision shall be severed from these Terms. The remaining provisions shall continue in full force and effect and shall not be affected by the invalid, illegal, or unenforceable provision or by its severance.

19.3 Waiver – No waiver of any term, condition, or provision of these Terms shall be deemed or constitute a further or continuing waiver of such term or any other term or provision. Hypergrasp’s failure to assert any right or provision under these Terms, or to exercise any right or remedy, shall not constitute a waiver of such right, provision, or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. Any waiver must be in writing and signed by an authorised representative of Hypergrasp to be effective.

19.4 Assignment -You may not assign, transfer, delegate, or sublicense these Terms or any rights or obligations hereunder, in whole or in part, whether voluntarily, involuntarily, by operation of law, or otherwise, without Hypergrasp’s prior written consent. Any attempted assignment, transfer, or delegation in violation of this section shall be null and void and of no force or effect. Hypergrasp may freely assign, transfer, or delegate these Terms and its rights and obligations hereunder without restriction or prior notice to you. These Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

19.5 No Third-Party Beneficiaries -These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you and Hypergrasp. There are no third-party beneficiaries to these Terms, whether express or implied

19.6 Relationship of Parties – Nothing in these Terms shall be construed to create a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between you and Hypergrasp. Neither party has the authority to bind the other or to incur any obligation on behalf of the other.

19.7 Headings – The headings, captions, and section titles used in these Terms are for convenience and reference purposes only and shall not affect the meaning, interpretation, or construction of these Terms.

19.8 Language – These Terms are executed and written in the English language. Any translation of these Terms into another language is provided for convenience only. In the event of any conflict, inconsistency, or ambiguity between the English version and any translated version, the English version shall prevail and control.

19.9 Electronic Communications – You consent to receive electronic communications from Hypergrasp, including emails, notifications, and messages posted on the Platform. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

19.10 No Conflicts – In the event of any conflict between these Terms and any other agreement or document, these Terms shall control unless the other agreement or document expressly states that it supersedes these Terms and is signed by an authorised representative of Hypergrasp.

20. CONTACT INFORMATION

For questions, concerns, or notices regarding these Terms, the Platform, or your account, please contact us at:

VERA AI PVT LTD, Old No.42, New No.24
Vijaya Ragava Road
T Nagar Chennai – 600 017
Email: legal@hypergrasp.com

Notices to Hypergrasp must be sent to the address above and shall be deemed given when received. Notices to you may be sent to the email address associated with your account and shall be deemed given when sent.

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