Version / Effective Date: April 30, 2026
This is Hyperscale Systems, Inc.'s ("Hyperscale") general Master Services Agreement (the "Agreement"). Customer-specific services, scope, fees, and other commercial or legal terms are set out in the applicable Order Form or other written agreement. This webpage is provided for reference and is not itself an executed agreement. It becomes binding with respect to a customer only when it is incorporated into an Order Form or other written agreement executed by Hyperscale and that customer.
Capitalized terms have the meanings set forth in this section or where they are first used.
"Access Protocols" means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures necessary to allow Customer or any Authorized User to access the Services.
"Aggregated Data" means data and information related to Customer Content or Customer's use of the Services that Hyperscale uses in an aggregate or anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
"Applicable Data Privacy Laws" means data protection and privacy laws and regulations applicable to the Services, including, where applicable, the California Consumer Privacy Act, Cal. Civ. Code §§ 1798.100 et seq. ("CCPA"), the General Data Protection Regulation ("GDPR"), and the e-Privacy Directive (Directive 2002/58/EC).
"Authorized User" means an employee or independent contractor of Customer, or another individual Customer authorizes to access the Services pursuant to Customer's rights under this Agreement.
"Connected Accounts" means third-party platforms connected to or integrated with the Platform or Services by or on behalf of Customer, such as Customer's CRM, asset-management, or other third-party systems.
"Connected Account Data" means data collected from or provided by a Connected Account.
"Customer Content" means, other than Aggregated Data: (a) Recordings; (b) Connected Account Data; (c) Inputs; (d) Outputs; (e) information, data, and other content, in any form or medium, submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Platform or Services; and (f) content created by or on behalf of Customer or Authorized Users through the Platform or Services.
"Documentation" means Hyperscale-provided user documentation, in all forms, relating to the Services and Platform, including user manuals and online help files.
"Integration Tools" means coding, programming or design techniques, architecture, methodology, APIs, functions, software code, applications, scripts, templates, knowledge, experience, and know-how developed by Hyperscale related to the integration, implementation, connection, or onboarding of a Connected Account. Integration Tools do not include Connected Accounts or Customer Confidential Information.
"Intellectual Property Rights" means all now known or later existing: (a) rights associated with works of authorship, including copyrights, mask-work rights, and moral rights; (b) trademark or service-mark rights; (c) trade-secret rights; (d) patents, patent rights, and industrial-property rights; (e) layout-design rights, design rights, and other proprietary rights of every kind and nature; and (f) registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
"Order" or "Order Form" means a proposal, order form, or other ordering document signed by both parties that identifies the Services Hyperscale will make available under this Agreement.
"Order Term" means the term specified in the applicable Order Form.
"Personal Data" has the meaning given in Applicable Data Privacy Laws.
"Platform" means Hyperscale's cloud-based platform designed to provide AI-powered automation, which may include communication through real-time voice, text, or other channels and analysis of Recordings to create Recording Insights. The Platform includes new versions, updates, revisions, improvements, associated user interfaces, and related technology Hyperscale makes available under this Agreement.
"Processing" (including "Process," "Processes," "Processed," and variants) means any operation or set of operations performed on Personal Data, whether or not by automatic means, including collection, recording, organization, storage, adaptation, retrieval, consultation, analysis, interpretation, compilation, aggregation, use, disclosure, dissemination, viewing, copying, deletion, alignment, combination, blocking, erasure, or destruction.
"Recordings" means audio or audiovisual recordings made through the Platform in which one or more Authorized Users participates.
"Recording Insights" means aggregated and de-identified insights, learnings, extracted features, analytics, libraries, or reports based on Recordings and generated through the Services by or for Customer through processing, including analytics, data enrichment, data discovery, artificial intelligence, or machine learning. Recording Insights are not Outputs.
"Services" means Hyperscale's provision of: (a) the Platform; and (b) other services set forth in the applicable Order Form.
Each Order Form is governed by and incorporated into this Agreement. If this Agreement conflicts with an Order Form, this Agreement controls unless the Order Form expressly states that a specific provision of this Agreement is superseded by a specific provision of the Order Form.
Subject to Customer's payment of Fees and compliance with this Agreement, Hyperscale grants Customer a non-exclusive, non-transferable license during the applicable Order Term, solely for use by Authorized Users: (a) to access and use the Platform's features and functions as required to use the Services and in accordance with the Documentation; and (b) to use and reproduce a reasonable number of copies of the Documentation solely to support Customer's use of the Services. Use is limited to Customer's internal business purposes.
Customer may need to link Connected Accounts to access certain Services. By granting Hyperscale access to a Connected Account, Customer represents and warrants that it is entitled to disclose any login information and grant that access, represents and warrants that the Connected Account is in good standing, and acknowledges that Hyperscale may access Connected Account Data for use under this Agreement. Access to, use of, and uptime for a Connected Account are determined solely by its provider. Hyperscale has no liability for a Connected Account's unavailability or a provider's decision to discontinue, suspend, or terminate it.
If Customer intends for Hyperscale to Process Personal Data at Customer's direction and on its behalf, Customer will enter into a Data Processing Addendum ("DPA") with Hyperscale before providing or enabling Hyperscale to Process that Personal Data. If Customer has not entered into a DPA, Customer represents, warrants, and covenants that no Personal Data Processed by Hyperscale under this Agreement is subject to Applicable Data Privacy Laws. Personal Data subject to Applicable Data Privacy Laws will be governed by the DPA and will not be Confidential Information under this Agreement. If a DPA conflicts with this Agreement, the provision providing the higher level of privacy or data protection governs.
Hyperscale may make artificial-intelligence tools available with the Platform ("Hyperscale Tools"). Unless this Agreement expressly states otherwise, Hyperscale Tools are Services under this Agreement. Hyperscale Tools may use third-party large-language models, artificial-intelligence algorithms, and platforms ("Third-Party Services") to generate suggested text, information, results, images, and other materials, including Recording Insights (collectively, "Outputs"), in response to Customer's inputs, queries, data, information, conversations, and other content ("Inputs").
Hyperscale makes no representation regarding Third-Party Services or their Outputs. Third-Party Services are not controlled by Hyperscale and do not form part of the Platform. Customer uses Third-Party Services and their Outputs at its own risk. As between the parties, Inputs and Outputs are Customer Content, provided that Inputs may be provided to Third-Party Services to enable the Hyperscale Tools, and Third-Party Services may retain rights to use or disclose Inputs and Outputs, including to train their models, under their applicable terms and policies ("Third-Party Terms").
Except as expressly permitted by applicable law, Customer will not, and will not permit an Authorized User or other party to: (a) allow anyone other than Authorized Users to access the Platform or Documentation or use the Services; (b) modify, adapt, alter, or translate the Platform or Documentation except as expressly allowed; (c) sublicense, lease, rent, loan, distribute, or otherwise transfer the Platform or Documentation; (d) reverse engineer, decompile, disassemble, or otherwise derive or attempt to derive the Platform's source code or underlying ideas, algorithms, structure, or organization; (e) use or copy the Platform or Documentation except as expressly allowed; or (f) disclose or transmit data contained in the Platform to anyone other than an Authorized User except as expressly allowed.
Decompiling the Platform is permitted only to the extent Customer's jurisdiction requires Hyperscale to provide that right to obtain information necessary for interoperability. Customer must first request the information from Hyperscale, which may provide it or impose reasonable conditions, including a reasonable fee, to protect proprietary rights. The Services, Platform, and Documentation are not licensed for time-critical or mission-critical functions. No license or right is granted except as expressly set forth, including any right to possess source code or technical materials. Customer will not initiate calls or video sessions to or through the Platform from outside the United States.
Customer is responsible, at its expense, for the telecommunications, hardware, mobile devices, software, services, and internet connectivity needed to access the Services. Assistance or advice Hyperscale provides regarding setup, configuration, or support is not legal advice.
Customer may permit Authorized Users to access the Services as contemplated by this Agreement. User IDs may not be shared or used by more than one Authorized User at a time. Customer will use commercially reasonable efforts to prevent unauthorized access or use and promptly notify Hyperscale of known unauthorized use. Customer is responsible for Authorized Users' acts and omissions; an Authorized User's breach is Customer's breach.
Customer and its Authorized Users have access to Customer Content and are responsible for changes to or deletions of Customer Content and for the security of passwords and Access Protocols. Customer may export Customer Content and is encouraged to maintain its own backups. Customer is solely responsible for Customer Content's accuracy, quality, integrity, legality, reliability, and appropriateness. Hyperscale performs backups in the ordinary course of business but is not responsible or liable for failure to back up Customer Content.
Customer will comply with all international and domestic laws, ordinances, regulations, mobile-carrier policies, industry rules, and statutes applicable to its access and use, including telemarketing laws. Customer represents and warrants that it has provided all notices and obtained all consents from Authorized Users or their representatives necessary to provide the Services, including to create Recordings and record, capture, transcribe, transmit, upload, store, process, comment on, and reproduce statements, caller identities, calls, and video made through or available to the Platform or Services.
Customer is solely responsible for Inputs, Outputs, and their use, including reviewing Outputs before use and exercising its own business and legal judgment regarding suitability. Customer will not use Inputs or Outputs that: (a) infringe or misappropriate third-party intellectual-property or proprietary rights; (b) are deceptive, discriminatory, biased, unethical, defamatory, obscene, pornographic, or illegal; (c) contain viruses, worms, or malicious code that may damage the Platform; (d) contain financial, medical, government-identifier, passport, Social Security number, or other sensitive personal information; or (e) violate Third-Party Terms. Hyperscale may suspend or terminate access to Hyperscale Tools for noncompliance. Customer's other obligations, representations, warranties, and indemnities under this Agreement apply fully to use of Hyperscale Tools.
The Services, Platform, Documentation, Integration Tools, and all worldwide Intellectual Property Rights in them are the exclusive property of Hyperscale and its suppliers. Hyperscale and its suppliers reserve all rights not expressly granted to Customer. No implied license or right is granted, including any right to possess source code, data, or technical material related to the Platform or Integration Tools.
Customer is solely responsible for the accuracy, quality, and legality of Customer Content and will obtain all third-party rights, licenses, consents, and permissions needed for Hyperscale to use it to provide the Services. Customer grants Hyperscale a non-exclusive, worldwide, royalty-free, fully paid license during the Order Term to use Customer Content and Outputs as necessary to provide or improve the Services. Customer owns the Customer Content hosted by Hyperscale as part of the Services, the Outputs, and all worldwide Intellectual Property Rights in them, and reserves all rights not expressly granted to Hyperscale.
Hyperscale may monitor Customer's use of the Services and collect and compile Aggregated Data. As between the parties, Hyperscale owns all right, title, interest, and Intellectual Property Rights in Aggregated Data. Hyperscale may compile Aggregated Data from Customer Content and use it to improve its machine-learning models and artificial-intelligence algorithms ("Models"), all rights in which Hyperscale retains. Hyperscale may make Aggregated Data publicly available and use it as permitted by applicable law, provided it does not identify Customer or Customer Confidential Information.
If Customer or its personnel provides suggestions, recommendations, comments, questions, or other feedback regarding Hyperscale's intellectual property ("Feedback"), Customer assigns to Hyperscale, on behalf of itself and its personnel, all right, title, and interest in that Feedback. Hyperscale may use Feedback and any ideas, know-how, concepts, techniques, or Intellectual Property Rights it contains for any purpose without attribution or compensation, but is not required to use it.
Customer will pay Hyperscale, without offset or deduction, the fees and expenses specified in applicable Orders ("Fees"). Hyperscale may increase Fees after an Initial Order Term or Renewal Order Term by notifying Customer at least thirty days before the current term ends. Unless the applicable Order Form states otherwise, Fees are due within thirty calendar days after Hyperscale issues an invoice.
Fees exclude sales, use, excise, value-added, personal-property, export, import, withholding, and other taxes, except taxes based on Hyperscale's net income. Customer will pay applicable taxes directly and promptly reimburse Hyperscale for taxes it must pay or collect. If Customer's documented tax-exempt status changes, Customer must notify Hyperscale immediately and is liable for applicable taxes and any related penalties or interest resulting from a failure to notify.
Hyperscale may accept and process payment, including renewals, by wire transfer or automated clearinghouse as mutually agreed in the applicable Order Form. Interest accrues on payments more than thirty days past due at twelve percent per year or, if lower, the maximum lawful rate. Unless this Agreement states otherwise, all Fees and other amounts paid are non-refundable. All dollar amounts are in United States dollars.
Hyperscale will provide monthly usage analytics through a cloud dashboard, including call count, call duration, and call-outcome distribution, and will provide PDF invoices by email.
If Customer's account is more than thirty days overdue for any payment, Hyperscale may suspend Customer's use of the Platform and Services, without further notice, until Customer pays the full balance and any interest due.
Each party represents and warrants that: (a) the applicable agreement incorporating this MSA has been duly executed and delivered and is enforceable against it according to its terms; (b) no third-party authorization or approval is required for its execution, delivery, or performance; and (c) its execution, delivery, and performance do not violate applicable law or another agreement binding that party.
General. EXCEPT FOR THE LIMITED WARRANTIES IN THIS SECTION, HYPERSCALE MAKES NO EXPRESS OR IMPLIED WARRANTY REGARDING THE PLATFORM, INTEGRATION TOOLS, DOCUMENTATION, AGGREGATED DATA, OR SERVICES AND DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE PLATFORM, DOCUMENTATION, INTEGRATION TOOLS, AND SERVICES ARE PROVIDED "AS IS." HYPERSCALE DOES NOT WARRANT THAT THEY WILL MEET CUSTOMER'S REQUIREMENTS, BE ERROR-FREE, OR OPERATE WITHOUT INTERRUPTION. THIS PROVISION APPLIES ONLY TO THE EXTENT PERMITTED BY LAW.
Hyperscale Tools. HYPERSCALE TOOLS ARE OUTPUT-GENERATION TOOLS AND DO NOT PROVIDE MEDICAL, LEGAL, ACCOUNTING, OR OTHER PROFESSIONAL ADVICE. HYPERSCALE DOES NOT WARRANT THAT OUTPUTS WILL BE ACCURATE, TAILORED, INFORMATIVE, OR FIT FOR A PARTICULAR PURPOSE; THAT CUSTOMER LEGALLY OWNS AN OUTPUT; THAT INPUTS OR OUTPUTS ARE PROTECTABLE BY INTELLECTUAL PROPERTY RIGHTS; OR THAT OUTPUTS DO NOT INFRINGE THIRD-PARTY RIGHTS. CUSTOMER ACKNOWLEDGES THAT HYPERSCALE TOOLS USE THIRD-PARTY SERVICES, ACCEPTS THE RISK OF THOSE SERVICES, AND IS SOLELY RESPONSIBLE FOR ITS USE OF HYPERSCALE TOOLS AND OUTPUTS, INCLUDING EVALUATING FITNESS FOR ITS USE CASE.
Hyperscale does not control and has no maintenance, support, or other obligation concerning Connected Accounts, including the accuracy, timeliness, reliability, or completeness of Connected Account Data. Hyperscale has no liability for acts, omissions, reliance, delays, errors, downtime, unavailability, inaccuracies, or failures of Connected Accounts.
Customer represents and warrants that: (a) it owns Customer Content or has the licenses, rights, consents, and permissions needed to authorize Hyperscale's use under this Agreement; (b) Customer Content and its contemplated use will not infringe or misappropriate third-party rights, defame any person, invade privacy, publicity, or property rights, violate law, be deceptive, obscene, pornographic, or unlawful, or contain malicious code; and (c) Customer will use the Services and Platform in accordance with the Documentation, Hyperscale's instructions, and applicable law. Hyperscale may monitor Customer's use and prohibit use it believes violates these warranties or applicable law.
EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY UNDER SECTION 8, A PARTY'S MISAPPROPRIATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR A PARTY'S INDEMNIFICATION OBLIGATIONS (COLLECTIVELY, "EXCLUDED LIABILITY"), NEITHER PARTY IS LIABLE TO THE OTHER FOR SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, INCLUDING LOSS OF PROFITS, BUSINESS INTERRUPTION, OR PERSONAL OR PROPERTY DAMAGE, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY AND EVEN IF ADVISED OF THE LIKELIHOOD OF THOSE DAMAGES. THIS PROVISION APPLIES ONLY TO THE EXTENT PERMITTED BY LAW.
EXCEPT FOR EXCLUDED LIABILITY, EITHER PARTY'S MAXIMUM LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES CUSTOMER PAID OR OWED TO HYPERSCALE DURING THE TWELVE MONTHS BEFORE THE ACT, OMISSION, OR OCCURRENCE GIVING RISE TO LIABILITY.
THE LIMITATIONS IN THIS SECTION SURVIVE AND REMAIN IN EFFECT DESPITE A FAILURE OF CONSIDERATION OR EXCLUSIVE REMEDY. THE PARTIES ACKNOWLEDGE THAT PRICES WERE SET AND THE AGREEMENT WAS ENTERED INTO IN RELIANCE ON THESE LIMITATIONS, WHICH ARE AN ESSENTIAL BASIS OF THE BARGAIN.
During the Agreement's term, either party (the "Disclosing Party") may provide the other (the "Receiving Party") with confidential or proprietary information regarding its business, technology, products, or services ("Confidential Information"). The Disclosing Party will mark tangible Confidential Information as confidential or proprietary, and identify oral Confidential Information as confidential when disclosed and provide a written summary within thirty days. Regardless of marking, the Platform, Documentation, and their enhancements and improvements are Hyperscale Confidential Information.
The Receiving Party will not use or disclose Confidential Information except as expressly permitted by this Agreement. It will limit access to Authorized Users or personnel who need to know, are bound by confidentiality obligations no less restrictive than these, and have been informed of the information's confidential nature. It will protect Confidential Information with the same care it uses for similar proprietary information, and no less than reasonable care. At the Disclosing Party's request or on termination, the Receiving Party will return or destroy all copies it has no continuing right to use and provide written certification of compliance.
Confidentiality obligations do not apply to information that: (a) becomes public through no fault of the Receiving Party; (b) is lawfully provided by a third party free of confidentiality duties; (c) was already known to the Receiving Party when disclosed; or (d) the Receiving Party proves by clear and convincing evidence was independently developed without access to Confidential Information. The Receiving Party may disclose Confidential Information as needed to enforce this Agreement or as required by law or court order, provided it promptly notifies and cooperates with the Disclosing Party if the Disclosing Party seeks a protective order.
Hyperscale will indemnify and hold Customer harmless, at Hyperscale's expense, from third-party claims, proceedings, or suits (each, a "Claim") and resulting liabilities, losses, damages, costs, and expenses, including attorneys' and expert-witness fees, alleging that Customer's authorized use of the Platform infringes or misappropriates a third party's United States patent, copyright, or trade-secret rights.
If the Platform becomes or, in Hyperscale's opinion, is likely to become subject to an infringement claim, Hyperscale may: (a) obtain the right for Customer to continue using it; (b) replace the affected component with non-infringing software or services that do not materially impair functionality; (c) modify it to be non-infringing; or (d) terminate the Agreement and refund unused prepaid Fees for the remaining term, after which Customer must stop using the Platform and Services. Hyperscale has no obligation for a claim based on use contrary to this Agreement or Documentation, combination with items Hyperscale did not supply, or modification by anyone other than Hyperscale or its agents. This section states Customer's exclusive remedy and Hyperscale's entire liability for infringement claims.
Customer will indemnify and hold harmless, at its expense, Hyperscale and its affiliates, employees, directors, and agents from Claims and resulting liabilities, losses, damages, costs, and expenses, including attorneys' and expert-witness fees, arising from: (a) Customer's actual or alleged breach of Sections 3.1, 3.6, or 6.4; (b) Customer's use of Inputs or Outputs; or (c) Customer's or an Authorized User's use of Services to contact a third party in violation of applicable law, including Applicable Data Privacy Laws.
Indemnification is conditioned on the indemnified party promptly notifying the indemnifying party of a threatened or actual Claim, allowing the indemnifying party sole control of the defense or settlement, and cooperating in the defense or settlement. The indemnified party may not settle without the indemnifying party's prior written consent. It may participate at its own expense with counsel of its choice, but the indemnifying party retains sole control.
This Agreement begins on the effective date specified in the applicable executed Order Form or other written agreement and continues unless terminated under this Agreement. Unless the applicable Order Form states otherwise, an Order Term continues for one year (the "Initial Order Term") and automatically renews for additional one-year terms (each a "Renewal Order Term") unless either party gives notice of non-renewal at least ninety days before the current term expires.
If there are no outstanding Order Forms, either party may terminate this Agreement for any reason on thirty days' prior written notice. Neither party may terminate an executed Order except by mutual consent or for material breach under this Agreement.
Either party may terminate this Agreement or an Order immediately by notice if the other party materially breaches this Agreement or the applicable Order and does not cure the breach within thirty days after receiving written notice.
Expiration or termination of this Agreement terminates all active Orders, but termination of one Order does not terminate this Agreement or other Orders. On expiration or termination, rights and licenses Hyperscale granted under the Agreement or affected Order terminate. Termination is without prejudice to other remedies and does not relieve either party of breaches occurring before termination. Neither party is liable solely for terminating in accordance with this Agreement.
Unless Customer terminates for Hyperscale's material breach, on expiration or termination: (a) Hyperscale will not refund Fees paid in advance, including prepaid Fees; and (b) within ten days, Customer will pay all remaining Fees under terminated Order Forms so Hyperscale receives the full amount agreed for the Order Term. The sections titled Definitions, Customer Restrictions and Responsibilities, Warranties and Disclaimers, Limitation of Liability, Confidentiality, Indemnification, Effect of Termination, Post-Termination Obligations, and Miscellaneous survive expiration or termination.
This Agreement and related actions are governed by Delaware law, without giving effect to conflict-of-law principles requiring another jurisdiction's law. Customer consents to personal jurisdiction and venue in the United States federal courts or California state courts located in San Francisco County for lawsuits Hyperscale files against Customer arising from this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Customer will not export, reexport, or transfer, directly or indirectly, United States technical data acquired from Hyperscale or products using that data in violation of United States export laws or regulations.
If a provision or part of a provision is held invalid, illegal, or unenforceable, the remainder of this Agreement remains enforceable.
A waiver or failure to enforce a provision on one occasion is not a waiver of another provision or of that provision on another occasion.
Except as provided in Indemnification, the parties' rights and remedies are cumulative. Customer acknowledges that the Services, Platform, Integration Tools, and Documentation contain valuable Hyperscale trade secrets and proprietary information and that an actual or threatened breach of Ownership, Confidentiality, or Customer's obligations regarding Hyperscale Intellectual Property Rights would cause immediate, irreparable harm for which money damages are inadequate. Hyperscale may seek immediate injunctive or equitable relief without posting bond, including an order that Platform, Documentation, Integration Tools, or portions Customer attempts to import into a country or territory be seized, impounded, and destroyed by customs officials. The prevailing party in an action to enforce this Agreement is entitled to attorneys' fees, court costs, and collection expenses in addition to other relief.
Neither party may assign, subcontract, delegate, or transfer this Agreement or its rights and obligations without Hyperscale's prior written consent, and an attempted transfer in violation of this provision is void. Either party may assign this Agreement without the other party's consent to an affiliate or in connection with a merger, acquisition, reorganization, sale of all or substantially all assets, or operation of law. This Agreement benefits permitted successors and assigns.
Hyperscale may publicly identify Customer as a customer and, subject to Customer's brand guidelines, use Customer's trademark, trade name, and logo solely for marketing or promotional purposes.
A delay in either party's performance, except payment obligations, is not a breach if caused by a labor dispute, material shortage, fire, earthquake, flood, pandemic, epidemic, quarantine, or other event beyond that party's control, provided the affected party uses reasonable efforts to notify the other party and resume performance promptly.
The parties are independent contractors. Neither is the other's agent or partner, and neither may represent that it has authority to act for the other.
Notices must be in writing. Notices to Hyperscale must be sent to legal@hsys.ai. Notices to Customer must be sent to the contact specified in the applicable Order Form or other written agreement. Notices concerning breach or termination must also be sent by courier, certified or registered mail, or nationally recognized express-mail service to the receiving party's address specified in the applicable Order Form or other written agreement. Either party may update its notice information by notice to the other.
If an Order Form conflicts with this Agreement, this Agreement governs unless the Order Form expressly states that it supersedes specific language in this Agreement.
The written agreement incorporating this MSA may be executed in counterparts, each deemed an original and together one instrument. A signed copy delivered electronically has the same legal effect as an original.
This Agreement, together with applicable DPAs and Order Forms, is the parties' final, complete, and exclusive agreement regarding its subject matter and supersedes prior discussions on that subject. Trade usage or course of dealing will not modify or interpret the Agreement. A modification, amendment, or waiver is effective only in a writing signed by authorized representatives of Customer and Hyperscale.