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TERMS OF USE

HyperC P34 API

Effective Date: 2026-07-20

Last updated: 2026-08-27 — Section 5.2 restated for a single offered plan: the subscription fee is US$2,000 per month with a 2,000-Token monthly allocation (4,000 for Early Access Paid Accounts), and an Account on a plan HyperC no longer offers keeps the fee, allocation and limits stated at its enrollment.

Previously updated: 2026-08-25 — Section 6 restated for the accumulating Token wallet: included Tokens accrue monthly and carry over instead of expiring at the end of a week, Tokens may be transferred between Accounts, and Tokens are consumed from one Account balance by the Service, by metered compute and workspaces, and by the sibling services used on the Account's behalf.

These P34 API Terms of Use, together with each applicable Order Form, Profit Share Schedule, Acceptable Use Policy, Privacy Policy, Data Processing Addendum, and other terms expressly incorporated by reference, form the “Agreement” between:

CriticalHop Inc, doing business as HyperC (“HyperC,” “we,” “us,” or “our”); and

the person or legal entity that creates an Account, accepts an Order Form, clicks to accept these Terms, or accesses or uses the Service (“Customer,” “you,” or “your”).

By creating an Account, clicking to accept, executing an Order Form, or accessing or using the Service, Customer agrees to the Agreement. If an individual accepts the Agreement on behalf of a company or other entity, that individual represents that they have authority to bind the entity.

The Service is offered primarily for business, professional, technical, and research use. It is not intended for personal, family, or household consumer use.

1. Definitions

1.1 “Account”

“Account” means the account through which Customer and its Authorized Users access the Service.

1.2 “Actual Net Profit”

“Actual Net Profit” has the meaning specified in Section 8.5.

1.3 “Applicable Law”

“Applicable Law” means all laws, regulations, regulatory orders, sanctions, licenses, binding codes, and legally enforceable requirements applicable to a party, the Service, Customer Content, a Covered Project, or a Covered Transaction.

1.4 “Authorized User”

“Authorized User” means an employee, contractor, agent, or other individual whom Customer authorizes to use the Service through Customer’s Account.

1.5 “Baseline Profit”

“Baseline Profit” means the profit reasonably expected to result from the agreed baseline, control, counterfactual policy, historical benchmark, holdout group, simulator configuration, or other methodology specified in the applicable Profit Share Schedule.

1.6 “Covered Project”

“Covered Project” means a project, dataset, workflow, campaign, experiment, or production deployment that has been expressly enrolled in Profit Share Pricing through a Profit Share Schedule.

1.7 “Covered Transaction”

“Covered Transaction” means a transaction or business decision within the scope of a Covered Project for which:

1. P34 Output was used as a material input; 2. P34 automatically selected, ranked, priced, allocated, approved, or otherwise influenced the action; or 3. the applicable Profit Share Schedule otherwise designates the transaction or decision as covered.

Where a Covered Project automatically processes a defined population or stream of transactions, all transactions within that defined scope are Covered Transactions, including unsuccessful or loss-generating transactions.

1.8 “Customer Application”

“Customer Application” means a product, application, workflow, or service developed or operated by Customer that accesses or incorporates the Service or Output.

1.9 “Customer Content”

“Customer Content” means Input and Output, together with configurations, actual-outcome data, transaction records, and other content submitted to, generated through, or returned from the Service on Customer’s behalf.

1.10 “Documentation”

“Documentation” means HyperC’s then-current technical documentation, model documentation, usage instructions, rate-limit information, safety information, and other written guidance for the Service.

1.11 “Effort Level”

“Effort Level” means a Customer-selected or system-selected level of computational effort, search, estimation, simulation, iteration, or model processing associated with a request. Different Effort Levels may consume different amounts of Tokens.

1.12 “Generated Profit”

“Generated Profit” has the meaning specified in Section 8.6.

1.13 “Input”

“Input” means datasets, prompts, instructions, parameters, labels, configurations, files, schemas, metadata, and other information submitted to the Service.

1.14 “Measurement Period”

“Measurement Period” means the period over which Generated Profit is calculated. Unless a Profit Share Schedule states otherwise, each Measurement Period is one calendar month.

1.15 “Order Form”

“Order Form” means an ordering document, online checkout page, account configuration, accepted quote, enterprise agreement, or other written or electronic record identifying purchased Services, pricing, limits, or special terms.

1.16 “Output”

“Output” means estimates, predictions, scores, rankings, simulations, recommendations, reports, model artifacts, confidence intervals, or other results returned by the Service.

1.17 “P34”

“P34” means HyperC’s statistical estimation, compensation, prediction, simulation, and decision-support technology, including its models, software, APIs, algorithms, methods, Documentation, and related systems.

1.18 “Paid Tier”

“Paid Tier” means the paid subscription described in Section 5.2.

1.19 “Performance Fee Rate”

“Performance Fee Rate” means the percentage of Generated Profit payable to HyperC under an applicable Profit Share Schedule.

1.20 “Profit Share Fee”

“Profit Share Fee” means the fee calculated by multiplying Generated Profit by the applicable Performance Fee Rate.

1.21 “Profit Share Schedule”

“Profit Share Schedule” means the project-level or account-level configuration, Order Form, dashboard record, or other written agreement specifying the terms of Profit Share Pricing, including the Covered Project, applicable rate, baseline, Measurement Period, attribution method, allowable costs, and reporting requirements.

1.22 “Regulated Market Use”

“Regulated Market Use” has the meaning specified in Section 9.1.

1.23 “Service”

“Service” means P34, its API, simulator, Documentation, dashboards, account systems, support, and related services provided by HyperC.

1.24 “Simulator”

“Simulator” means a non-production testing environment that uses synthetic, historical, sandboxed, or otherwise non-live data and does not execute or directly control real-world transactions.

1.25 “Token”

“Token” means a metering unit used to measure Service usage. Tokens may account for Input, Output, internal computation, simulations, iterations, retries, model processing, metered compute, runtime and workspace resources, charges passed through by the sibling services described in Section 6.9, and the selected Effort Level.

Tokens credited to an Account are held as a single running balance for that Account (the “Token Balance”), which accumulates and carries over between periods, is spent by the uses described in Section 6.9, and may be transferred to another Account under Section 6.8.

A Token is not currency, cryptocurrency, stored value, property, or a financial instrument. A Token has no cash value, is not redeemable for cash, credit, or a refund, and confers no right other than the ability to use the Service as provided in the Agreement.

1.26 “Usage Week”

“Usage Week” means each seven-day period beginning on the weekly reset date and time displayed in Customer’s Account. If no reset schedule is displayed, a Usage Week begins at 12:00 a.m. UTC each Monday.

2. Agreement Structure and Order of Precedence

2.1 Incorporated documents

The Agreement includes:

1. applicable Order Forms and Profit Share Schedules; 2. any signed enterprise agreement or amendment; 3. any applicable Data Processing Addendum; 4. these Terms; 5. the Acceptable Use Policy; 6. the Privacy Policy; and 7. the Documentation, to the extent the Documentation establishes technical and operational requirements.

2.2 Conflicts

If there is a conflict, the documents control in the order listed above, except that:

• a Data Processing Addendum controls only with respect to its subject matter; and
• Documentation or an Acceptable Use Policy may not retroactively alter an accrued payment obligation or a provision that expressly requires Customer’s affirmative agreement.

2.3 Purchase orders

Terms included in a Customer purchase order or similar Customer document do not modify the Agreement unless HyperC expressly agrees to them in a signed writing.

3. Eligibility, Registration, and Accounts

3.1 Eligibility

Customer must:

1. be at least 18 years old; 2. have legal capacity to enter the Agreement; 3. use the Service primarily for business, professional, technical, or research purposes; and 4. not be prohibited from receiving the Service under Applicable Law.

3.2 Accurate information

Customer must provide accurate, complete, and current registration, billing, contact, intended-use, and regulatory-classification information.

3.3 Account security

Customer is responsible for:

• maintaining the confidentiality and security of passwords, credentials, API keys, and access tokens;
• restricting Account access to Authorized Users;
• all activity conducted through its Account;
• promptly disabling credentials that may have been compromised; and
• promptly notifying HyperC of suspected unauthorized access.

Customer may not sell, transfer, publicly disclose, or share API keys outside its organization or authorized service providers.

3.4 Authorized Users

Customer is responsible for its Authorized Users and must ensure that they comply with the Agreement. A breach by an Authorized User is considered a breach by Customer.

3.5 Multiple Accounts

Customer may not create or control multiple Accounts to evade pricing, usage limits, suspensions, restrictions, regulatory classifications, or fair-use controls.

4. Nature of the Service

4.1 General-purpose statistical service

P34 is a general-purpose statistical estimation, simulation, compensation, prediction, and decision-support system. Depending on the configuration, P34 may estimate outcomes, rankings, probabilities, counterfactual results, expected values, treatment effects, or other statistical measures.

4.2 Decision support only

The Service provides information and analytical assistance. It does not make final decisions for Customer unless Customer independently configures a Customer Application to act on Output.

Customer retains exclusive responsibility for:

• deciding whether and how to use Output;
• testing and validating Output;
• selecting and monitoring baselines;
• establishing appropriate human review;
• deciding whether to enter any transaction;
• complying with Applicable Law;
• determining whether professional licenses or approvals are required;
• implementing risk controls and fallback procedures; and
• monitoring real-world performance after deployment.

4.3 No execution or custody

Unless expressly agreed in a separate signed agreement, HyperC does not:

• execute trades or transactions;
• hold or control Customer funds or assets;
• exercise discretion over Customer accounts;
• act as Customer’s agent;
• select a broker, exchange, counterparty, lender, borrower, employee, tenant, insured, patient, or beneficiary on Customer’s behalf; or
• accept fiduciary responsibility for Customer.

4.4 No professional advice

The Service and Output do not constitute investment, financial, commodity trading, brokerage, legal, accounting, tax, medical, insurance, employment, credit, or other regulated professional advice.

4.5 Statistical and causal limitations

Customer acknowledges that:

• statistical adjustment cannot eliminate all uncertainty, confounding, bias, selection effects, data leakage, non-stationarity, or measurement error;
• Output may not identify a true causal relationship;
• a predicted counterfactual is not an observed fact;
• confidence intervals and uncertainty estimates may be incomplete or miscalibrated;
• real-world behavior may differ materially from simulations;
• changes in data, incentives, markets, implementation, or external conditions may reduce performance; and
• no comparison with another model, methodology, or benchmark is guaranteed to hold for Customer’s data or use case.

5. Service Tiers

5.1 Free Tier

The Free Tier permits basic Simulator-based evaluation and testing.

Unless HyperC expressly approves otherwise in writing, the Free Tier:

• may be used only for non-production testing, research, education, evaluation, and proof-of-concept work;
• may not be used to execute, automate, or directly control real-world transactions;
• may not be used to provide a production service to third parties;
• may have lower or variable Token, model, request, concurrency, storage, payload, and feature limits;
• may be modified, suspended, or discontinued at any time;
• does not include an uptime commitment, support commitment, or service credit; and
• is not eligible for Profit Share Pricing.

5.2 Paid Tier

Unless an Order Form states otherwise:

• the Paid Tier subscription fee is US$2,000 per month for the plan currently offered. HyperC may offer one plan or several; an Account that subscribed under a plan HyperC no longer offers continues on that plan, at the fee, allocation and limits stated at enrollment, until that subscription is canceled;
• the subscription automatically renews monthly until canceled;
• the Paid Tier includes a monthly Token allocation credited to the Account's Token Balance — on the plan currently offered, 2,000 Tokens per month, and 4,000 Tokens per month for Accounts designated as Early Access Paid Accounts under Section 8.2. The allocation is the one stated in the Account and in the then-current description of that Account's plan, which for an Account on a plan HyperC no longer offers is the allocation stated at enrollment;
• included Tokens accrue and carry over as provided in Section 6.1, and may be transferred under Section 6.8;
• the Paid Tier remains subject to the burst limits and the other limits in Section 6;
• Profit Share Fees, Additional Tokens, taxes, and other agreed charges are in addition to the monthly subscription fee; and
• payment of the Paid Tier fee does not guarantee that a use case will be approved or supported.

5.3 Enterprise and custom arrangements

HyperC may offer enterprise, dedicated, custom-limit, custom-retention, research, or other plans under an Order Form. A signed enterprise agreement may include a separate SLA, security terms, support commitments, or pricing.

6. Tokens, Effort Levels, and Operational Limits

6.1 Monthly Token allocation and accumulation

An Account with an active paid plan is credited its plan's Token allocation once during each monthly window. Each credit, each amount consumed, and each transfer is recorded as an entry in the Account's Token ledger, and the Token Balance is the net of those entries.

Included Tokens:

• accumulate and carry over — they do not expire at the end of a Usage Week or of a monthly window;
• are credited only while a paid plan is active. An Account without an active paid plan accrues no new Tokens; where an Account resumes an active plan after missed windows, HyperC may limit how many of those windows are credited (currently up to twelve);
• may be transferred to another Account as provided in Section 6.8;
• are spent as provided in Section 6.9;
• cannot be exchanged for cash, credit, or a refund; and
• remain subject to the burst, rate, and other operational limits in this Section 6, which govern how quickly a Token Balance may be spent.

6.2 Effort Level consumption

Token consumption depends partly on the selected Effort Level. Higher Effort Levels may consume substantially more Tokens per request.

HyperC may determine Token consumption based on:

• Input size;
• Output size;
• computational resources;
• number of iterations or simulations;
• model version;
• internal processing steps;
• requested latency or quality level;
• retries attributable to Customer’s request or configuration; and
• an Effort Level multiplier published in the Account or Documentation.

HyperC’s usage records control absent a demonstrated manifest metering error.

6.3 Burst limits

HyperC may impose a separate Token, request, or computational-use cap on how much of a Token Balance may be spent within a given period — for example during each Usage Week (the “Weekly Burst Limit”, currently the operative burst limit) or during each rolling five-hour period (the “Five-Hour Limit”).

A burst limit throttles the rate of spending. It does not reduce, retire, or expire the Token Balance: Tokens not spent within a period remain in the Token Balance and the burst limit resets automatically for the next period.

The current burst limits may be displayed in the Account or Documentation and may vary by model, Effort Level, Account, use case, service capacity, or risk classification.

A remaining Token Balance does not guarantee that Customer can use all remaining Tokens immediately or within any particular period.

6.4 Other limits

HyperC may impose or modify:

• request-rate limits;
• concurrent-request limits;
• batch-size limits;
• payload and file-size limits;
• dataset row or column limits;
• output-size limits;
• storage and retention limits;
• timeout limits;
• model- or endpoint-specific quotas;
• daily or monthly spending limits;
• geographic restrictions;
• latency tiers;
• safety restrictions; and
• limits associated with unusual, abusive, or resource-intensive workloads.

6.5 Changes to limits

HyperC may change operational limits when reasonably necessary to:

• protect Service security or stability;
• prevent abuse;
• address a capacity constraint;
• comply with law;
• manage an emergency;
• respond to third-party infrastructure changes; or
• preserve fair access for other customers.

Where reasonably practicable, HyperC will provide advance notice of a material reduction to the included Paid Tier monthly Token allocation, and of a material reduction to a burst limit. Changes needed for security, abuse prevention, legal compliance, or emergency capacity management may take effect immediately.

6.6 Additional Tokens

Customer may request additional Tokens. Additional Tokens:

• are subject to availability and HyperC’s approval;
• may require a separate quote or Order Form;
• may have a separate expiration date, which, where stated, overrides the accumulation rule in Section 6.1 for those Tokens;
• may be subject to additional burst, rate, concurrency, or payload limits;
• may be transferred under Section 6.8 on the same basis as included Tokens, unless the applicable quote or Order Form states otherwise; and
• are nonrefundable except as required by law or expressly stated in an Order Form.

Purchasing Additional Tokens does not automatically increase concurrency, payload size, or other operational limits.

6.7 No guaranteed throughput

Token allocations establish maximum permitted usage, not guaranteed throughput, processing time, latency, availability, or the ability to consume the entire allocation.

6.8 Transfers between Accounts

Customer may transfer Tokens from its Token Balance to another Account, addressed by the recipient's Account email, through the Account interface or the account API.

Transfers:

• move Tokens only. A transfer does not move a plan, tier, Early Access or founding designation, Performance Fee Rate, Profit Share Schedule, entitlement, license, or any other benefit, and does not make the recipient a party to Customer's Order Form;
• require a sufficient Token Balance at the time of transfer. Transfers do not overdraft an Account, and an Account may not transfer to itself;
• are recorded in both Accounts' Token ledgers and are final once recorded. HyperC does not reverse a completed transfer except to correct a HyperC error, where Section 6.10 applies, or where required by Applicable Law;
• may be spent by the receiving Account under that Account's own operational limits, including where the receiving Account has no active paid plan; and
• do not authorize anything Section 12.4 prohibits: Tokens may not be used to resell, lease, sublicense, or otherwise provide raw API access or API keys to a third party without HyperC's written authorization.

HyperC may set, publish, and change transfer minimums, maximums, frequency limits, and eligibility requirements, and may decline, delay, hold, or reverse a transfer where it reasonably suspects fraud, abuse, unauthorized Account access, chargeback risk, sanctions or anti-money-laundering risk, or breach of the Agreement.

Transferability does not make a Token stored value or a financial instrument (Section 1.25). Tokens are not redeemable for cash, are not transferable outside the Service, and may not be sold, bartered, brokered, or exchanged for other consideration.

6.9 What consumes Tokens

Tokens are consumed from the same Token Balance by:

• Customer's API and Simulator requests, priced as described in Sections 6.2 and 6.4;
• metered compute, runtime, and workspace resources attributed to the Account, including agent workspaces and long-running jobs;
• sibling and third-party services made available through the Service and used by or for the Account — for example data sources, crawling, proxy, storage, and enrichment services — charged to the Token Balance at the rate disclosed for that service; and
• automated processes that run on Customer's behalf under Customer's configuration or instruction, including scheduled jobs and agent workflows operating from Customer's workspace.

Each such charge is recorded in the Account's Token ledger with the charging party identified. HyperC's usage and ledger records control absent a demonstrated manifest metering error.

Charges for the resources and services described above may be applied after the resource is used and may take a Token Balance below zero. Where that happens, HyperC may decline further billable requests until the Token Balance is positive again, and the negative amount is settled from the next accrual, transfer, or purchase of Tokens.

Customer is responsible for Token consumption attributable to its Account, including consumption by its Authorized Users, by its applications and automations, and by processes acting on Customer's configured workflows.

6.10 Token Balance on lapse, suspension, and termination

A Token Balance is usable only through an Account in good standing and only while the Agreement is in effect.

• If a paid plan lapses or is canceled, the existing Token Balance is retained but stops accruing new monthly Tokens, and the Account may continue to spend or transfer the remaining balance to the extent the Service remains available to it. If a plan is changed, accrual continues at the new plan's rate; already-credited Tokens are not restated.
• During a suspension under Section 11 or Section 19.2, HyperC may prevent spending, accrual, and transfers.
• On termination of the Account or the Agreement, unspent Tokens are forfeited and have no cash value, except where a refund is required by Applicable Law or expressly provided in an Order Form (see Sections 7.8 and 19.5).

HyperC may withhold, freeze, adjust, or cancel Tokens credited or received in error, or obtained through fraud, chargeback, unauthorized Account access, or breach of the Agreement or the Acceptable Use Policy.

7. Subscription Fees, Billing, and Taxes

7.1 Payment authorization

Customer authorizes HyperC and its payment processors to charge Customer’s selected payment method for:

• recurring subscription fees;
• approved Additional Tokens;
• Profit Share Fees;
• taxes;
• late charges; and
• other charges accepted through an Order Form or Account.

7.2 Subscription billing

The Paid Tier subscription fee is charged in advance at the beginning of each monthly billing period.

7.3 Price changes

HyperC may change the Paid Tier price.

For an existing Paid Tier Customer, a subscription-price increase will:

• be communicated at least 30 days before it takes effect;
• apply no earlier than Customer’s next renewal following the notice period; and
• not retroactively change fees for a completed billing period.

Customer may cancel before the increase takes effect.

HyperC may offer different prices, discounts, promotions, or introductory terms to different customers, regions, or cohorts.

7.4 Taxes

Fees exclude all sales, use, value-added, goods and services, withholding, and similar taxes, except taxes imposed on HyperC’s net income.

Customer is responsible for applicable taxes associated with its purchase or use of the Service. If Customer is legally required to withhold an amount, Customer will provide valid documentation of the withholding.

7.5 Payment terms

Unless an Order Form states otherwise:

• subscription and Additional Token charges are due when charged;
• Profit Share invoices are due within 15 days after the invoice date; and
• Customer must keep current billing information and a valid payment method on file.

7.6 Late payment

Overdue undisputed amounts may accrue interest at the lesser of:

1. 1.5% per month; or 2. the maximum rate permitted by law.

HyperC may suspend Service access for overdue amounts after providing reasonable notice, unless immediate suspension is permitted under Section 11 or 19.

7.7 Billing disputes

Customer must notify HyperC of a subscription, Token, or other non-Profit-Share billing dispute within 30 days after the applicable invoice or charge. The Profit Share dispute process is governed by Section 8.12.

7.8 Refunds

Except where required by law or expressly provided in the Agreement:

• fees are nonrefundable;
• cancellations are not prorated;
• unused included Tokens have no refund value, whether they accumulated under Section 6.1 or were received by transfer under Section 6.8;
• a Token Balance is not redeemable for cash or credit, and is treated on termination as provided in Section 6.10; and
• failure to use the Service or consume allocated Tokens does not entitle Customer to a refund.

8. Profit Share Pricing

8.1 Eligibility

Profit Share Pricing is available only when:

1. Customer has a Paid Tier Account or another eligible paid plan; 2. HyperC has approved or enabled Profit Share Pricing; 3. Customer has accepted a Profit Share Schedule; 4. the use is not a Regulated Market Use; 5. the use is not prohibited or restricted under the Agreement; and 6. Applicable Law permits the arrangement.

If there is no valid Profit Share Schedule, the use is subject only to applicable subscription and Token-based pricing.

8.2 Introductory and standard Performance Fee Rates

Certain early Paid Tier Accounts designated by HyperC as “Early Access Paid Accounts” may receive an introductory Performance Fee Rate of 10%.

Designation as an Early Access Paid Account must appear in the Account, Profit Share Schedule, Order Form, or another written communication from HyperC. No Customer is entitled to the introductory rate solely because of when it believes it registered.

HyperC may:

• introduce higher Performance Fee Rates for later Accounts;
• increase Performance Fee Rates in one or more increments;
• establish different rates for different projects, products, or use cases; and
• increase an existing Customer’s rate prospectively up to a maximum of 30% under these Terms.

A rate above 30% requires Customer’s affirmative acceptance of an updated Profit Share Schedule, Order Form, or revised agreement.

8.3 Notice of Performance Fee increase

For an existing Customer, HyperC will provide at least 30 days’ notice before increasing the Performance Fee Rate.

An increase:

• applies only prospectively;
• does not apply to Generated Profit already realized;
• does not change the rate applicable to a Covered Transaction initiated before the effective date, unless the Profit Share Schedule clearly provides for period-based rather than transaction-based rates; and
• will be shown in Customer’s Account or Profit Share Schedule.

Customer may stop enrolling new Covered Transactions or terminate the applicable Covered Project before the increased rate takes effect.

HyperC may reduce or waive a Performance Fee Rate at any time.

8.4 Profit Share Fee

For each Measurement Period:

> Profit Share Fee = Performance Fee Rate × Generated Profit

The Profit Share Fee is in addition to subscription fees, Token charges, and taxes.

No Profit Share Fee is due for a Measurement Period in which Generated Profit is zero.

8.5 Actual Net Profit

Unless the applicable Profit Share Schedule states otherwise, “Actual Net Profit” means the aggregate realized profit or loss from all Covered Transactions during the Measurement Period, calculated using Customer’s consistently applied accounting practices.

Actual Net Profit includes:

• cash and cash-equivalent revenue actually earned from Covered Transactions;
• the reasonable fair value of non-cash consideration, if agreed;
• losses from unsuccessful Covered Transactions; and
• gains or losses realized after the initial transaction when the Profit Share Schedule includes those subsequent outcomes.

Actual Net Profit is reduced by the following amounts to the extent directly attributable to Covered Transactions:

• cost of goods or services sold;
• refunds, returns, rebates, credits, and chargebacks;
• shipping, fulfillment, marketplace, platform, and payment-processing costs;
• transaction-specific commissions and third-party fees;
• sales, use, value-added, and transaction taxes;
• direct acquisition or implementation costs identified in the Profit Share Schedule;
• direct losses and write-offs; and
• other costs expressly identified in the Profit Share Schedule.

Unless expressly included in the Profit Share Schedule, Actual Net Profit does not deduct:

• corporate income taxes;
• general overhead;
• general research and development expense;
• unrelated employee compensation;
• unrelated financing expense; or
• costs not reasonably attributable to the Covered Project.

Unrealized, forecasted, expected, or hypothetical profit is not Actual Net Profit.

8.6 Generated Profit

Unless the Profit Share Schedule states otherwise:

> Generated Profit = the greater of zero or the applicable Attribution Percentage multiplied by the difference between Actual Net Profit and Baseline Profit for all Covered Transactions in the Measurement Period, after agreed adjustments and credits.

The Profit Share Schedule may define:

• a different formula;
• an Attribution Percentage;
• a control or holdout methodology;
• a loss carryforward;
• a longer or shorter Measurement Period;
• cohort-level calculations;
• transaction-level calculations; or
• special cost treatment.

If no Attribution Percentage is specified, the default is 100%.

If no Baseline Profit methodology is established before production use, the project is not eligible for Profit Share Pricing and will remain subject to subscription and Token-based pricing until a baseline is established.

P34’s predicted profit is not itself Generated Profit. Generated Profit is based on realized outcomes under the agreed methodology.

8.7 Netting and prevention of selective reporting

All Covered Transactions within the defined Covered Project and Measurement Period must be included, whether profitable or unprofitable.

Customer may not:

• report only profitable transactions while omitting losses;
• move revenue or costs between periods to reduce a Profit Share Fee;
• split or restructure transactions primarily to avoid a fee;
• re-label a Covered Transaction after its outcome is known;
• route a Covered Transaction through an affiliate or third party to avoid reporting; or
• discontinue reporting while continuing to use Output generated during the Agreement.

Unless the Profit Share Schedule provides otherwise, negative results are netted within the applicable Measurement Period but do not carry forward to a later period.

8.8 Covered Transaction registration

Customer must identify Covered Transactions using one or more of the following:

• an API request or response identifier;
• project or campaign identifier;
• transaction identifier;
• cohort or population definition;
• experiment identifier;
• time period;
• automated workflow configuration; or
• another method specified in the Profit Share Schedule.

Where practical, Covered Transactions must be identified before the outcome is known.

8.9 Customer reporting

Within 10 Business Days after the end of each Measurement Period, Customer must provide a complete and accurate report containing information reasonably necessary to calculate Generated Profit.

The report may include:

• Covered Transaction identifiers;
• actual outcome data;
• revenue and cost information;
• Baseline Profit calculations;
• excluded or canceled transactions;
• refunds and chargebacks;
• currency-conversion information; and
• supporting records reasonably requested by HyperC.

Customer represents that each report is complete and accurate in all material respects.

If Customer fails to provide a required report, HyperC may:

• request additional information;
• suspend Profit Share Pricing;
• switch the Covered Project to Token-based pricing;
• reasonably estimate the amount based on available information; or
• suspend or terminate the Account for a material or repeated failure.

An estimate remains subject to correction under Section 8.12.

8.10 Prediction Deviation Review

Customer may request a reduction of a Profit Share Fee when Customer believes that a documented P34 profit prediction was materially inaccurate.

A request must be submitted within the Profit Share Statement dispute window and include:

• the relevant Output or prediction identifier;
• the Input and configuration used;
• the date and model version, if available;
• the applicable Covered Transactions;
• the predicted outcome;
• the actual realized outcome;
• the customer’s implementation details; and
• the requested adjustment.

In evaluating the request, HyperC may consider:

• any disclosed prediction interval or uncertainty measure;
• the size and direction of the deviation;
• data quality and completeness;
• whether the Input changed after prediction;
• whether Customer implemented the modeled action;
• whether Customer deviated from the modeled assumptions;
• changes in market or operating conditions;
• external shocks;
• fraud, manipulation, leakage, or confounding;
• the Baseline Profit methodology;
• whether the deviation is systematic or isolated; and
• whether a reproducible Service defect contributed to the deviation.

If HyperC determines, acting reasonably and in good faith, that the prediction was significantly off in a manner relevant to the Profit Share Fee, HyperC may:

• reduce or waive all or part of the fee;
• issue an account credit;
• revise the Generated Profit calculation;
• adjust the attribution methodology prospectively; or
• take another reasonable corrective measure.

A reduction is not automatic and does not constitute a warranty or admission of fault.

If HyperC confirms a manifest billing error, metering error, or reproducible Service defect that directly caused an incorrect Profit Share calculation, HyperC will issue a corrected statement.

Except for non-waivable rights, the correction or adjustment process in this Section is Customer’s exclusive contractual remedy based solely on an allegation that a prediction was inaccurate.

8.11 Profit Share Statements and invoices

After receiving Customer’s report or obtaining sufficient outcome data through the Service, HyperC may issue a Profit Share Statement showing:

• the Measurement Period;
• Covered Transactions or covered population;
• Actual Net Profit;
• Baseline Profit;
• applicable adjustments;
• Generated Profit;
• Performance Fee Rate;
• credits or reductions; and
• the resulting Profit Share Fee.

HyperC may issue an invoice together with or after the statement.

8.12 Dispute window and reconciliation

Customer must dispute a Profit Share Statement within 30 calendar days after the statement date.

The notice must:

1. identify the disputed statement; 2. identify each disputed item; 3. explain the basis of the dispute; 4. state Customer’s proposed correction; and 5. include supporting records reasonably available to Customer.

Customer must timely pay all undisputed amounts.

After receiving a complete dispute notice, the parties will attempt in good faith to reconcile the calculation. Each party will provide reasonably requested supporting information subject to confidentiality obligations.

HyperC will ordinarily issue its written reconciliation determination within 30 days after receiving complete supporting information. The determination may:

• confirm the original statement;
• issue a corrected statement;
• issue a credit or refund;
• issue a supplemental invoice; or
• request additional information.

If Customer does not submit a timely dispute, the statement is deemed accepted, except that either party may request correction of:

• a manifest clerical or arithmetic error;
• duplicate billing;
• fraud or intentional misreporting; or
• an error that Applicable Law requires to be corrected.

A request under this exception must be made within 12 months after the original statement, except in the case of fraud or where Applicable Law requires a longer period.

Credits will ordinarily be applied to the next invoice. HyperC may issue a refund when there will be no future invoice or when otherwise appropriate.

8.13 Records and audit

Customer must retain records reasonably sufficient to verify Profit Share Fees for at least three years after the applicable Measurement Period.

No more than once in any 12-month period, HyperC may request an audit of relevant records on at least 10 Business Days’ notice. An audit must:

• occur during normal business hours;
• be limited to records reasonably relevant to the Profit Share Fee;
• be conducted in a manner designed to minimize disruption;
• protect Customer’s Confidential Information; and
• be conducted by HyperC or an independent accountant bound by confidentiality.

HyperC will pay the audit cost unless the audit identifies an underpayment greater than 5% for the audited period, in which case Customer will pay the reasonable audit cost in addition to the underpayment and applicable interest.

8.14 Currency conversion

Unless otherwise specified, calculations are in U.S. dollars. Amounts denominated in another currency will be converted using the source and date specified in the Profit Share Schedule or, if none is specified, a reputable commercially available exchange rate selected and consistently applied by HyperC.

8.15 No partnership, agency, or ownership interest

Profit Share Pricing is a contractual pricing mechanism. It does not create:

• a partnership;
• a joint venture;
• an agency relationship;
• a fiduciary relationship;
• an ownership interest in Customer’s business, property, or transactions;
• a right to manage Customer;
• a right to control Customer decisions; or
• a right to Customer revenue other than the agreed Profit Share Fee.

8.16 Survival and transaction tail

Termination does not eliminate a Profit Share Fee attributable to:

• Generated Profit realized before termination; or
• a Covered Transaction initiated, committed, selected, or materially informed by P34 before termination.

Unless a Profit Share Schedule states otherwise, such Covered Transactions remain subject to Profit Share Pricing for 12 months after termination.

No new transaction initiated after termination is covered solely because Customer previously used the Service.

9. Regulated Market Use and Layered Safeguards

9.1 Definition

“Regulated Market Use” means use relating to the value, selection, purchase, sale, recommendation, execution, management, allocation, or timing of transactions involving:

• securities;
• investment contracts;
• investment funds;
• futures;
• options;
• swaps;
• commodity interests;
• leveraged or margined products;
• regulated foreign-exchange products;
• regulated digital assets or digital-asset derivatives;
• prediction or wagering markets;
• broker-dealer, investment-advisory, commodity-advisory, or asset-management activity; or
• another financial instrument, market, or activity that HyperC reasonably determines may be subject to financial-market regulation.

HyperC may treat a closely related research, simulation, or data-analysis use as Regulated Market Use when reasonably necessary to manage legal or regulatory risk.

9.2 Customer self-certification

Customer must accurately classify each relevant Account, dataset, and project.

HyperC may require Customer to select a checkbox or other certification stating either:

• “I will use the Service on or in connection with a regulated market”; or
• “I will not use the Service on or in connection with a regulated market.”

The certification is a material representation under the Agreement.

Customer must update its certification before beginning a new use that may change the classification.

9.3 Token-only pricing for Regulated Market Use

Profit Share Pricing is not available for Regulated Market Use.

When Customer self-certifies or HyperC determines that a project involves Regulated Market Use:

• the Profit Share Fee will be disabled for the affected use;
• the Paid Tier subscription fee remains applicable;
• included and Additional Token limits and charges remain applicable;
• HyperC may apply specialized Token-based or enterprise pricing;
• HyperC may restrict features or Effort Levels;
• HyperC may require additional representations, documentation, or agreements; and
• HyperC may decline or terminate support for the use.

Token-only pricing is a billing control, not a representation that the use is lawful, authorized, approved, non-regulated, or exempt from registration or licensing.

9.4 Automated and manual detection

Customer authorizes HyperC to use automated and manual methods to identify potentially regulated or prohibited use. These methods may examine:

• dataset schemas;
• column or feature names;
• instrument identifiers;
• ticker symbols;
• order-book or trade data;
• timestamps and market-data patterns;
• endpoint and model selections;
• project descriptions;
• Output requests;
• transaction metadata; and
• Account usage patterns.

HyperC may reclassify a project, request additional information, pause processing, disable Profit Share Pricing, switch the project to Token-based pricing, or suspend access while reviewing a classification.

9.5 Retroactive correction of classification

If HyperC determines that a use previously subject to Profit Share Pricing was a Regulated Market Use, HyperC may identify the earliest reasonably supported classification date.

For the affected period:

• HyperC will not charge a Profit Share Fee;
• any paid Profit Share Fee will be credited or refunded after reasonable verification; and
• HyperC may charge applicable subscription, Token-based, Additional Token, or specialized regulated-use fees that would otherwise have applied.

9.6 Classification review

Customer may request review of a Regulated Market Use classification by providing a detailed description of the use, instruments, users, jurisdictions, outputs, and controls.

During review, HyperC may maintain Token-only pricing, feature restrictions, or suspension.

HyperC’s classification is a Service-access and risk-management decision, not legal advice or a binding regulatory determination.

9.7 No obligation or guarantee to detect

HyperC does not represent that its screening will detect every regulated, unlawful, or unintended use. Failure to flag a use does not approve the use or shift responsibility from Customer.

9.8 Customer responsibility

Customer is solely responsible for determining whether its use:

• constitutes regulated advice or activity;
• requires registration, licensing, filing, disclosure, recordkeeping, supervision, suitability review, or other controls;
• may be offered to a particular person or jurisdiction;
• complies with exchange, platform, broker, and market rules; and
• is permissible under Applicable Law.

9.9 Prohibited financial-market conduct

Customer may not use the Service for:

• market manipulation;
• spoofing;
• layering;
• wash trading;
• front-running;
• insider trading;
• misuse of material nonpublic information;
• fraudulent solicitation;
• evasion of position, reporting, margin, capital, suitability, or licensing requirements;
• sanctions evasion;
• deceptive performance reporting; or
• any other unlawful financial activity.

10. Acceptable Use and Restricted Uses

10.1 General rule

Customer may use the Service only in compliance with:

• Applicable Law;
• the Agreement;
• the Documentation;
• the Acceptable Use Policy; and
• third-party rights.

10.2 Prohibited conduct

Customer may not:

1. use the Service for unlawful, fraudulent, deceptive, abusive, or harmful activity; 2. submit malware, malicious code, or instructions intended to compromise a system; 3. interfere with, disrupt, probe, scan, or test the vulnerability of the Service without authorization; 4. bypass or attempt to bypass rate limits, safety controls, access restrictions, or regulatory classifications; 5. use multiple Accounts or identities to evade limits or enforcement; 6. reverse engineer, decompile, disassemble, or attempt to discover the source code, model weights, training data, internal prompts, architecture, or nonpublic methods of the Service; 7. systematically extract Output to replicate, distill, or create a substantially similar or competing service; 8. resell or sublicense raw API access or API keys without written permission; 9. misrepresent Output as guaranteed, verified, or produced by a licensed professional; 10. use Output in a misleading or deceptive claim about expected profits or model accuracy; 11. infringe or misappropriate intellectual property, privacy, publicity, confidentiality, or contractual rights; 12. submit Customer Content that Customer lacks the right to process; 13. use the Service to discriminate unlawfully; 14. facilitate violence, exploitation, trafficking, or other serious harm; or 15. use the Service in a manner likely to create material legal, security, reputational, or operational risk for HyperC or third parties.

10.3 Consequential and high-impact decisions

Without HyperC’s prior written approval, Customer may not use the Service as the sole or primary basis for a decision concerning an individual’s:

• employment or worker management;
• housing or tenancy;
• credit, lending, or access to financial services;
• insurance eligibility, pricing, or coverage;
• education admission or access;
• healthcare treatment, diagnosis, or access;
• legal rights or legal services;
• government benefits or public services;
• law-enforcement treatment;
• immigration status; or
• another decision producing legal or similarly significant effects.

An approved use remains subject to Applicable Law, appropriate human review, validation, notice, appeal processes, anti-discrimination testing, and other required safeguards.

10.4 Sensitive data

Unless an Order Form and, where applicable, a Data Processing Addendum expressly permit it, Customer may not submit:

• protected health information;
• payment-card data;
• authentication secrets;
• government-issued identification numbers;
• precise geolocation;
• biometric identifiers;
• data about minors;
• highly sensitive personal data;
• material nonpublic information;
• export-controlled technical data; or
• data subject to special legal or contractual restrictions.

10.5 Safety-critical use

Customer may not use the Service as the sole control system for medical devices, vehicles, industrial equipment, critical infrastructure, weapons, emergency response, or another system in which an error could reasonably cause death, serious injury, or major property or environmental damage.

11. Monitoring, Fair Use, and Enforcement

11.1 Monitoring

To operate, secure, bill for, and enforce the Service, HyperC may monitor and analyze:

• usage volumes;
• requests and response metadata;
• Account activity;
• Token consumption;
• system logs;
• errors;
• dataset characteristics;
• project classifications;
• regulated-use indicators;
• actual-outcome reports; and
• suspected violations.

Content review will be limited to what HyperC reasonably considers necessary for these purposes and will remain subject to the Agreement and Privacy Policy.

11.2 Fair Use

Customer must use the Service reasonably and in a manner that does not unfairly impair the Service or other customers’ access.

A fair-use violation may include:

• use that creates a disproportionate infrastructure burden;
• sustained workloads inconsistent with the selected tier;
• repeated requests designed primarily to consume resources rather than obtain legitimate results;
• excessive retries or malformed requests;
• attempts to avoid or distribute a workload across Accounts to bypass limits. Transferring Tokens under Section 6.8 is permitted; operating multiple Accounts to evade a burst, rate, or other operational limit is not;
• sharing access among unrelated organizations;
• automated account creation;
• unauthorized benchmarking intended to degrade or attack the Service;
• extraction or model-replication activity;
• workloads that create unusual security, legal, or operational risk; or
• use that materially exceeds published limits or an agreed use profile.

11.3 Enforcement measures

If HyperC reasonably believes that Customer has engaged in abusive behavior, excessive use, a fair-use violation, unlawful use, or another Agreement violation, HyperC may:

• issue a warning;
• require changes to Customer’s implementation;
• throttle requests;
• reduce concurrency;
• reduce payload size;
• limit available Effort Levels;
• require purchase of Additional Tokens;
• require migration to another plan;
• disable a feature or model;
• switch a project to Token-only pricing;
• suspend an Account or project; or
• terminate the Agreement.

Where reasonably practicable, HyperC will provide notice and an opportunity to address the issue. HyperC may act immediately where necessary to address security, fraud, unlawful activity, system integrity, nonpayment, or material harm.

11.4 Restoration

HyperC may condition restoration on:

• payment of overdue amounts;
• correction of the violation;
• implementation of technical controls;
• updated regulatory certification;
• acceptance of revised limits or pricing;
• provision of requested information; or
• migration to an appropriate plan.

12. Customer Applications and End Users

12.1 Permitted integration

Subject to the Agreement, Customer may incorporate the Service or Output into a Customer Application for its internal use or for its own customers.

12.2 Customer responsibility

Customer is solely responsible for:

• the Customer Application;
• its design, security, testing, and operation;
• all representations made about the Customer Application or Output;
• obtaining required consents and permissions;
• providing appropriate notices and disclosures;
• establishing terms governing its end users;
• providing human review and appeal mechanisms where appropriate;
• downstream decisions and transactions; and
• compliance with laws applicable to Customer’s product or industry.

12.3 End-user terms

Customer must impose terms on its end users that are reasonably protective of HyperC and consistent with the Agreement.

Customer may not represent that HyperC:

• endorses Customer;
• has reviewed or approved Customer’s end users;
• guarantees Customer’s results;
• is a party to Customer’s transactions; or
• assumes responsibility for Customer’s product.

12.4 No raw-access resale

Customer may not resell, lease, sublicense, or provide raw API access or API keys to a third party without HyperC’s written authorization.

13. Customer Content, Data Use, and Model Training

13.1 Customer ownership of Input

As between Customer and HyperC, Customer retains its ownership rights in Input.

13.2 Output rights

To the extent permitted by law, and subject to Customer’s compliance with the Agreement, HyperC assigns to Customer any right, title, and interest HyperC may have in Output generated specifically for Customer.

This assignment does not transfer rights in:

• P34;
• the Service;
• model weights;
• source code;
• algorithms;
• methods;
• Documentation;
• templates;
• internal prompts;
• system instructions;
• general statistical techniques;
• improvements to the Service; or
• HyperC technology reflected in or used to generate Output.

13.3 Similar Output

Because the Service is statistical and may process similar requests, Output may not be unique. Other customers may receive identical or similar results. Customer receives no rights in another customer’s content or independently generated output.

13.4 License to provide the Service

Customer grants HyperC and its affiliates, subprocessors, and service providers a worldwide, nonexclusive, limited license to host, copy, transmit, process, transform, and otherwise use Customer Content as reasonably necessary to:

• provide and maintain the Service;
• generate Output;
• calculate Tokens and fees;
• administer Profit Share Pricing;
• provide support;
• prevent fraud and abuse;
• enforce the Agreement;
• protect security and system integrity;
• comply with law; and
• perform other actions Customer requests.

13.5 No identifiable Customer Content training by default

Unless Customer affirmatively opts in through a separate Account setting, Profit Share Schedule, Order Form, or written agreement, HyperC will not use identifiable Customer Content submitted through the API to train or fine-tune a general or shared model.

13.6 Aggregated and de-identified data

HyperC may create and use aggregated or de-identified information derived from Service usage, provided that the information does not reasonably identify Customer or an individual.

HyperC may use such information to:

• operate and secure the Service;
• analyze usage and reliability;
• evaluate model calibration;
• improve models and algorithms;
• develop new features;
• create aggregate benchmarks;
• manage capacity;
• detect abuse; and
• conduct research.

HyperC will not publicly disclose an aggregate benchmark in a manner that reasonably identifies Customer without permission.

13.7 Training opt-in

If Customer affirmatively opts in to training use, Customer grants HyperC a worldwide, nonexclusive, royalty-free license to use the opted-in Customer Content to train, test, evaluate, and improve HyperC models and services.

Customer represents that it has all rights and permissions necessary for that use.

Customer may withdraw the opt-in prospectively. Unless required by law, withdrawal does not require HyperC to:

• reverse a completed training run;
• delete information already transformed into an aggregated or de-identified form; or
• remove learned statistical parameters from an already trained model.

HyperC will not condition access to the standard Paid Tier on a training opt-in unless clearly disclosed before purchase.

13.8 Feedback

If Customer provides suggestions, ideas, evaluations, error reports, or other feedback about the Service, Customer grants HyperC a perpetual, irrevocable, worldwide, royalty-free right to use that feedback without restriction or compensation.

This does not permit HyperC to disclose Customer’s Confidential Information except as allowed by Section 14.

13.9 Personal data

If Customer Content contains personal data:

• Customer is responsible for having a lawful basis to collect and submit it;
• Customer must provide required notices and obtain required consents;
• Customer must limit the data to what is reasonably necessary;
• the parties will comply with any applicable Data Processing Addendum; and
• Customer must not submit restricted sensitive data unless expressly authorized.

13.10 Data retention and deletion

HyperC may retain Customer Content for the periods described in its Privacy Policy, Documentation, Order Form, and applicable Data Processing Addendum.

After Account termination, HyperC will delete or de-identify Customer Content within 90 days, except to the extent that retention is reasonably necessary for:

• legal compliance;
• security and abuse prevention;
• fraud investigation;
• backups maintained in the ordinary course;
• billing and Profit Share reconciliation;
• dispute resolution;
• enforcement of the Agreement; or
• a Customer-authorized training program.

Information retained in backups may remain until the backup is overwritten under HyperC’s ordinary retention cycle.

Customer is responsible for exporting Customer Content it wishes to retain before access ends.

13.11 Subprocessors

HyperC may use affiliates, cloud providers, payment processors, data processors, model providers, and other subcontractors to provide the Service. HyperC remains responsible for its obligations under the Agreement to the extent required by Applicable Law or an applicable Data Processing Addendum.

14. Confidentiality

14.1 Confidential Information

“Confidential Information” means nonpublic information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential.

Customer Confidential Information includes nonpublic Customer Content, actual-outcome information, Profit Share reports, and nonpublic business records.

HyperC Confidential Information includes nonpublic aspects of P34, source code, model weights, internal methods, security information, and nonpublic Documentation.

14.2 Obligations

The receiving party will:

• use Confidential Information only to exercise rights or perform obligations under the Agreement;
• protect it using at least reasonable care;
• disclose it only to personnel, professional advisers, affiliates, and subcontractors who need to know it and are bound by confidentiality obligations; and
• remain responsible for unauthorized disclosure by those recipients to the extent provided by law.

14.3 Exclusions

Confidential Information does not include information that the receiving party can demonstrate:

• was lawfully known without restriction before disclosure;
• becomes public through no breach of the Agreement;
• is received lawfully from a third party without a duty of confidentiality; or
• is independently developed without use of the disclosing party’s Confidential Information.

14.4 Required disclosure

A receiving party may disclose Confidential Information when legally required, provided that, where legally permitted, it gives reasonable advance notice and reasonable assistance in seeking confidential treatment.

14.5 Duration

Confidentiality obligations continue for five years after disclosure. Obligations concerning trade secrets continue for as long as the information remains a trade secret under Applicable Law.

15. Intellectual Property and Restrictions

15.1 HyperC ownership

HyperC and its licensors retain all rights in:

• P34;
• the Service;
• models and model weights;
• APIs;
• software;
• algorithms;
• statistical and computational methods;
• Documentation;
• designs;
• trademarks;
• improvements; and
• related intellectual property.

No ownership rights are transferred except the limited Output rights in Section 13.2.

15.2 Limited license

During the Agreement, HyperC grants Customer a limited, nonexclusive, nontransferable, nonsublicensable, and revocable right to access and use the Service for Customer’s permitted internal business purposes and authorized Customer Applications.

15.3 Restrictions

Customer may not:

• copy or modify the Service except as permitted by Documentation;
• create derivative works of P34 or the Service;
• remove proprietary notices;
• use the Service to discover or reproduce nonpublic model behavior at scale;
• use systematic Output collection to train a substantially similar competing model;
• make the Service available as a stand-alone service bureau;
• publish misleading benchmark results;
• imply that HyperC has validated Customer’s use case; or
• use HyperC’s name, marks, or logos without permission.

Nothing in this Section prevents Customer from developing models using its own data and independent methods, provided Customer does not use the Service to extract, replicate, or misappropriate HyperC technology.

15.4 Reservation of rights

All rights not expressly granted are reserved.

16. Security

16.1 HyperC security

HyperC will maintain commercially reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Service.

No system is completely secure. HyperC does not guarantee that unauthorized access, data loss, or security incidents will never occur.

16.2 Customer security

Customer is responsible for:

• securely configuring its Account and Customer Applications;
• using appropriate authentication and authorization;
• protecting API keys;
• encrypting sensitive data where appropriate;
• limiting Authorized User access;
• maintaining backups;
• validating third-party integrations; and
• promptly applying security updates and API changes.

16.3 Security incidents

HyperC will provide notice of a confirmed security incident involving Customer personal data when and as required by Applicable Law or an applicable Data Processing Addendum.

17. Service Changes, Models, and Third-Party Services

17.1 Service changes

HyperC may update, modify, replace, or discontinue:

• models;
• model versions;
• Effort Levels;
• APIs;
• endpoints;
• features;
• simulator behavior;
• Documentation;
• limits; and
• supported data formats.

Where reasonably practicable, HyperC will provide advance notice before materially deprecating a Paid Tier production endpoint.

17.2 Output variability

Model updates, nondeterministic processing, infrastructure changes, and data changes may cause Output to vary over time, including for similar Input.

Version pinning or reproducibility commitments apply only if expressly included in an Order Form.

17.3 Beta and preview features

Features identified as beta, preview, early access, experimental, research, or similar are provided for testing and evaluation.

They may:

• be incomplete;
• contain errors;
• change without notice;
• be less secure or reliable;
• be discontinued;
• produce incompatible Output; and
• be excluded from support, indemnification, or SLA commitments.

17.4 Third-party services

The Service may depend on or interoperate with third-party infrastructure, data, software, models, payment processors, or integrations.

Customer’s use of a third-party service may be subject to separate terms. HyperC is not responsible for a third-party service, including its availability, security, accuracy, or changes, except to the extent expressly required by law.

18. Support and Service Levels

18.1 Best-effort service

The Service is provided on a best-effort basis.

Unless a signed Order Form expressly provides otherwise, HyperC does not commit to:

• a minimum uptime percentage;
• guaranteed latency;
• guaranteed throughput;
• a support response time;
• a resolution time;
• continuous availability;
• a disaster-recovery objective;
• a recovery-point objective; or
• service credits.

18.2 Maintenance and outages

The Service may be unavailable because of:

• maintenance;
• upgrades;
• security actions;
• capacity constraints;
• failures of third-party services;
• internet or telecommunications failures;
• force majeure events;
• regulatory or legal requirements; or
• other operational issues.

HyperC will use commercially reasonable efforts to restore material interruptions but does not guarantee a particular restoration time.

18.3 Support

Support channels, hours, and scope may be described in Documentation or an Order Form. Support does not include legal, regulatory, accounting, implementation, or business advice.

19. Suspension, Cancellation, and Termination

19.1 Customer cancellation

Customer may cancel the Paid Tier through the Account or by contacting HyperC.

Unless otherwise stated:

• cancellation takes effect at the end of the then-current monthly billing period;
• Customer retains access through that period, subject to the Agreement;
• the subscription does not renew after cancellation; and
• prepaid fees are not prorated or refunded.

19.2 HyperC suspension

HyperC may immediately suspend all or part of the Service if it reasonably believes that:

• Customer has violated the Agreement;
• Customer’s use is unlawful or creates regulatory risk;
• Customer provided a false or misleading certification;
• Customer has engaged in abusive or excessive use;
• Customer has violated fair-use requirements;
• Customer has not paid an undisputed amount;
• Customer’s Account or API key is compromised;
• suspension is necessary to protect the Service or another person;
• Customer’s use may cause material harm;
• a government or regulator requires action; or
• continued service would expose HyperC to material legal, security, reputational, or operational risk.

19.3 Termination for breach

Either party may terminate the Agreement if the other party materially breaches it and fails to cure the breach within 30 days after written notice.

HyperC may terminate immediately for:

• intentional unlawful activity;
• fraud;
• sanctions violations;
• serious security abuse;
• model extraction;
• repeated evasion of controls;
• unauthorized regulated activity;
• intentional profit underreporting;
• misuse likely to cause serious harm; or
• a breach that cannot reasonably be cured.

19.4 Insolvency

Either party may terminate if the other party ceases business, becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to a bankruptcy or similar proceeding that is not dismissed within 60 days.

19.5 Termination for convenience by HyperC

HyperC may discontinue the Paid Tier or terminate the Agreement for convenience on at least 30 days’ notice.

If HyperC terminates a prepaid Paid Tier for convenience before the end of a paid period, HyperC will refund the prorated unused subscription fee and any unused prepaid Additional Tokens that have a stated cash purchase price.

HyperC may discontinue the Free Tier or terminate an inactive Free Tier Account at any time.

19.6 Effects of termination

Upon termination:

• Customer’s right to access the Service ends;
• API keys may be disabled;
• Customer must stop representing that it has access to or a relationship with HyperC;
• all accrued payment obligations remain due;
• Customer must submit any outstanding Profit Share reports;
• Sections intended by their nature to survive will continue; and
• Customer Content will be handled under Section 13.10.

19.7 Survival

The following survive termination:

• accrued payment obligations;
• Profit Share reporting, reconciliation, audit, and transaction-tail provisions;
• confidentiality;
• intellectual-property provisions;
• data provisions that by their nature survive;
• disclaimers;
• indemnification;
• limitation of liability;
• dispute resolution; and
• general provisions necessary to interpret or enforce the Agreement.

20. Customer Representations and Warranties

Customer represents and warrants that:

1. it has authority to enter the Agreement; 2. it has all rights, permissions, notices, and consents necessary to submit Customer Content; 3. Customer Content and its use of the Service will comply with Applicable Law; 4. it will not rely on Output without appropriate evaluation and oversight; 5. its regulatory and intended-use certifications are accurate; 6. its Profit Share reports will be complete and accurate in all material respects; 7. it will not use the Service for prohibited conduct; 8. it is not subject to sanctions or prohibited from receiving the Service; 9. it will comply with export-control and sanctions laws; and 10. it will not make false or misleading claims about P34, Output, model performance, or expected profit.

21. Disclaimers

21.1 “As is” service

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, P34, OUTPUT, SIMULATOR, DOCUMENTATION, BETA FEATURES, AND SUPPORT ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

HYPERC DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF:

• MERCHANTABILITY;
• FITNESS FOR A PARTICULAR PURPOSE;
• TITLE;
• NON-INFRINGEMENT;
• ACCURACY;
• RELIABILITY;
• AVAILABILITY;
• SECURITY;
• QUIET ENJOYMENT; AND
• WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

21.2 No performance guarantee

HYPERC DOES NOT WARRANT OR GUARANTEE THAT:

• OUTPUT WILL BE CORRECT, COMPLETE, FAIR, UNBIASED, OR CURRENT;
• P34 WILL IDENTIFY CAUSAL EFFECTS;
• P34 WILL OUTPERFORM ANOTHER MODEL OR METHOD;
• A PREDICTION WILL FALL WITHIN A PARTICULAR ERROR RANGE;
• CUSTOMER WILL EARN PROFIT;
• CUSTOMER WILL AVOID LOSS;
• A BASELINE OR COUNTERFACTUAL WILL BE ACCURATE;
• SIMULATOR RESULTS WILL MATCH PRODUCTION RESULTS;
• DEFECTS WILL BE CORRECTED;
• THE SERVICE WILL BE UNINTERRUPTED; OR
• THE SERVICE WILL SATISFY CUSTOMER’S LEGAL OR REGULATORY OBLIGATIONS.

21.3 Customer decisions

CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH:

• RELIANCE ON OUTPUT;
• CUSTOMER DECISIONS;
• CUSTOMER APPLICATIONS;
• TRANSACTIONS;
• IMPLEMENTATION;
• BASELINE SELECTION;
• REAL-WORLD DEPLOYMENT;
• PROFIT OR LOSS; AND
• LEGAL OR REGULATORY COMPLIANCE.

21.4 No responsibility for Customer or third-party factors

HyperC is not responsible for errors or harm arising from:

• inaccurate, incomplete, biased, unlawful, or stale Input;
• Customer’s configuration;
• implementation changes;
• third-party data;
• third-party models or infrastructure;
• external events;
• market changes;
• unauthorized Account access caused by Customer;
• Customer’s failure to follow Documentation; or
• Customer’s failure to apply reasonable professional judgment.

22. Indemnification

22.1 Customer indemnity

To the maximum extent permitted by law, Customer will defend, indemnify, and hold harmless HyperC, its affiliates, and their officers, directors, employees, contractors, licensors, and agents from third-party claims, liabilities, damages, penalties, judgments, settlements, and reasonable legal fees arising from or relating to:

• Customer Content;
• Customer Applications;
• Customer or Authorized User use of the Service;
• Customer decisions or transactions;
• Customer’s regulated activity;
• Customer’s violation of Applicable Law;
• Customer’s breach of the Agreement;
• infringement or misappropriation caused by Customer Content;
• Customer’s end users;
• Customer’s privacy or data-protection obligations;
• inaccurate or misleading Profit Share reports;
• unlawful or misleading claims about Output; or
• Customer’s products or services.

22.2 Procedure

HyperC will:

• provide reasonably prompt notice of an indemnified claim;
• provide reasonable cooperation at Customer’s expense; and
• allow Customer to control the defense and settlement.

Customer may not settle a claim in a manner that admits wrongdoing by HyperC, imposes obligations on HyperC, or restricts HyperC’s operations without HyperC’s written consent.

HyperC may participate in the defense with counsel of its choice at its own expense.

23. Limitation of Liability

23.1 Excluded damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HYPERC AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, AND PERSONNEL WILL NOT BE LIABLE FOR:

• INDIRECT;
• INCIDENTAL;
• SPECIAL;
• CONSEQUENTIAL;
• EXEMPLARY;
• ENHANCED; OR
• PUNITIVE DAMAGES;

OR FOR LOSS OF:

• PROFITS;
• REVENUE;
• BUSINESS;
• OPPORTUNITY;
• GOODWILL;
• ANTICIPATED SAVINGS;
• DATA;
• USE; OR
• TRANSACTION VALUE,

EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

HYPERC WILL NOT BE LIABLE FOR TRADING, INVESTMENT, PROCUREMENT, INVENTORY, PRICING, CREDIT, OPERATIONAL, OR OTHER TRANSACTION LOSSES ARISING FROM CUSTOMER’S USE OF OR RELIANCE ON OUTPUT.

23.2 Liability cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HYPERC’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED:

1. FOR A FREE TIER CUSTOMER, US$200; OR 2. FOR A PAID CUSTOMER, THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO HYPERC UNDER THE AGREEMENT DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

23.3 Application

The exclusions and limitations apply:

• regardless of the legal theory;
• whether liability is based in contract, tort, negligence, strict liability, statute, or otherwise;
• even if a remedy fails of its essential purpose; and
• to the maximum extent permitted by law.

23.4 Non-excludable liability

Nothing in the Agreement excludes or limits liability that cannot lawfully be excluded or limited.

Customer’s payment obligations, liability for intentional misuse of HyperC intellectual property, and indemnification obligations are not limited by Section 23.2.

24. Dispute Resolution and Governing Law

24.1 Profit Share disputes

Before initiating a formal dispute concerning a Profit Share Fee, Customer must complete the dispute and reconciliation procedure in Section 8.12.

24.2 Informal resolution

Before filing a lawsuit, the party asserting a dispute must provide written notice describing:

• the nature of the dispute;
• relevant facts;
• requested relief; and
• supporting documents reasonably available.

The parties will attempt in good faith to resolve the dispute for at least 30 days after receipt of the notice.

24.3 Governing law

The Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law rules.

24.4 Exclusive venue

Subject to any non-waivable law, the state and federal courts located in Delaware have exclusive jurisdiction over disputes arising from or relating to the Agreement.

Each party consents to personal jurisdiction and venue in those courts.

24.5 Jury-trial waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN A DISPUTE ARISING FROM OR RELATING TO THE AGREEMENT.

24.6 Equitable relief

Either party may seek temporary, preliminary, or permanent injunctive relief to prevent:

• unauthorized use of intellectual property;
• disclosure of Confidential Information;
• a security threat;
• fraud; or
• abuse of the Service.

25. Changes to the Agreement

25.1 Material changes

HyperC may update the Agreement.

For a material change affecting an existing Paid Tier Customer, HyperC will ordinarily provide at least 30 days’ notice before the change takes effect.

25.2 Immediate changes

A change may take effect immediately when reasonably necessary to:

• comply with law;
• address a security issue;
• prevent fraud or abuse;
• respond to a regulatory requirement;
• protect the Service or third parties; or
• correct an obvious error.

25.3 No retroactive fee changes

An updated Agreement will not retroactively:

• increase a fee already accrued;
• change the Performance Fee Rate applicable to Generated Profit already realized; or
• eliminate a properly submitted dispute.

25.4 Rejection of changes

If Customer does not agree to a material change, Customer must stop using the affected Service and may cancel before the change takes effect.

Continued use after the effective date constitutes acceptance of the updated Agreement.

26. General Provisions

26.1 Independent contractors

The parties are independent contractors. The Agreement does not create an employment, partnership, franchise, agency, fiduciary, or joint-venture relationship.

26.2 Assignment

Customer may not assign or transfer the Agreement without HyperC’s prior written consent.

HyperC may assign the Agreement:

• to an affiliate;
• in connection with a merger, reorganization, financing, sale of assets, or change of control; or
• by operation of law.

26.3 Subcontractors

HyperC may use subcontractors to perform the Service, subject to its obligations under the Agreement.

26.4 Notices

Notices to Customer may be sent to the Account email address, displayed in the Account, or provided through the Service.

A notice is considered received when delivered electronically.

26.5 Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including:

• natural disasters;
• war;
• terrorism;
• civil unrest;
• labor disputes;
• epidemics;
• government actions;
• internet or telecommunications failures;
• utility failures;
• cyberattacks not caused by the party’s failure to use reasonable safeguards;
• cloud-provider failures;
• third-party model or infrastructure failures; or
• widespread hardware or software shortages.

Force majeure does not excuse Customer’s obligation to pay amounts already accrued.

26.6 Publicity

Neither party may publicly use the other party’s name, trademarks, or logo to suggest endorsement without prior written permission.

26.7 Entire agreement

The Agreement is the complete agreement concerning its subject matter and supersedes prior or contemporaneous proposals, discussions, representations, and agreements relating to that subject matter.

26.8 No reliance on marketing statements

Customer acknowledges that it has not relied on a representation or performance claim that is not expressly included in an Order Form or signed agreement.

26.9 Waiver

A failure to enforce a provision is not a waiver. A waiver must be in writing and applies only to the specific instance identified.

26.10 Severability

If a provision is held unenforceable, it will be modified only to the minimum extent necessary to make it enforceable. If modification is not possible, it will be severed, and the remaining provisions will remain effective.

26.11 No third-party beneficiaries

The Agreement does not create rights for anyone other than the parties and permitted successors and assigns.

26.12 Headings

Headings are for convenience and do not affect interpretation.

26.13 Electronic contracting

Electronic acceptance, signatures, records, and notices have the same effect as paper originals to the extent permitted by law.

26.14 English language

The English version controls unless Applicable Law requires otherwise.

27. Contact

Questions about the Service or these Terms may be directed to:

HyperC CriticalHop Inc Support: support@hyperc.com Legal: info@hyperc.com Privacy: info@hyperc.com