This End User License Agreement ("Agreement" or "EULA") is a legally binding agreement between you ("Customer," "you," or "your") and Hyperion DataForge, Inc. ("Company," "we," "us," or "our") governing your access to and use of the Hyperion DataForge™ platform, APIs, and related services (collectively, the "Service"). By accessing or using the Service, you agree to be bound by this Agreement.
- "Access Subscription" — Recurring fee granting access to the Service.
- "Billable Data Volume (BDV)" — Total volume of data handled by the Service, including ingress, processing, and egress.
- "Infrastructure-Provider Telemetry" — Usage, network, compute, billing, and logging records generated by underlying cloud providers.
- "Provider Identifier" — Customer-linked identifier such as API token, account ID, or resource ID used to associate usage.
- "Tier" — Usage classification based on BDV thresholds.
- "Enterprise Agreement" — Separate agreement required for high-volume usage.
Company grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Service.
Customer may not:
- Reverse engineer or attempt to extract source code
- Circumvent usage, billing, or access controls
- Use the Service for unlawful purposes
Access requires an active Access Subscription.
All Customers are billed based on Billable Data Volume (BDV).
Access grants entry to the Service; BDV determines total cost.
The Company derives BDV from Infrastructure-Provider Telemetry associated with Customer-specific Provider Identifiers.
BDV is a deterministic transformation of provider telemetry and reflects the full lifecycle of data handling.
Infrastructure-Provider Telemetry constitutes the authoritative record of underlying usage events.
Customer acknowledges that provider telemetry and Company-derived BDV records may be relied upon in any billing dispute.
Customer may not dispute charges based on alternative calculations or attempts to isolate BDV components outside Company-provided reporting.
Customer is not entitled to the Company's internal derivation formulas or implementation methods.
Partial or intermittent usage patterns do not reduce Tier classification nor cancel balances due once thresholds are exceeded.
The following Usage thresholds are fixed:
| Tier | BDV Range |
|---|---|
| Entry | Up to 1 TB |
| Growth | 1 TB to 10 TB |
| High-Volume | 10 TB to 50 TB |
| Enterprise | Above 50 TB — mandatory transition |
Tier thresholds may only be modified in accordance with Section 23 (Modifications).
If BDV exceeds a Tier threshold at any time during a billing cycle, Customer will be assigned to the next higher Tier effective as of the subsequent billing cycle.
Tier changes are not applied retroactively.
Customers remain in a Tier for at least one full billing cycle after transition.
Downgrades occur only if total BDV remains below ninety percent (90%) of the entry threshold of the lower Tier for the full billing cycle.
Partial or intermittent reductions do not qualify for downgrade.
Customers may not exploit billing cycles or thresholds.
Repeated threshold crossings across multiple billing cycles constitute sustained usage.
In the event of sustained usage, Company may require Customer to enter into an Enterprise Agreement as a condition of continued Service.
Company will use commercially reasonable efforts to provide a monthly usage summary to Customer's registered email address no later than five (5) days prior to the next billing cycle.
The summary will include:
- Total BDV
- Current Tier
- Projected Tier for the subsequent billing cycle
- Threshold status
In addition to email summaries, Customer will have access to real-time BDV usage data through the Service interface.
Delivery to the registered email address constitutes formal notice, whether or not Customer reviews such communication.
Failure to deliver such report does not relieve Customer of any payment obligations.
Usage exceeding 50 TB requires Enterprise alignment.
Customer is granted fourteen (14) days to enter into an Enterprise Agreement.
Company may issue repeated notifications during this period.
If unresolved, Company may restrict, suspend, or limit further usage.
Customer's continued use during the negotiation period does not waive the requirement to enter into an Enterprise Agreement, and all usage remains subject to BDV-based billing.
Company may offer alternative terms for:
- Educational and nonprofit entities
- Public sector customers
- Custom enterprise engagements
Such alternative terms may supersede or modify provisions of this Agreement as required by applicable law, procurement requirements, or negotiated enterprise terms.
All fees are due as invoiced.
Customer is responsible for applicable taxes.
Failure to pay may result in suspension or termination.
All fees are final and non-refundable.
Access to the Service constitutes delivery of value.
Failure to use the Service does not entitle Customer to refunds. Customer may elect to discontinue access at any time, terminating future obligations, but no refunds or credits will be issued for prior BDV or subscription charges.
BDV-based charges are irrevocable once incurred.
Refunds, if any, are issued solely at Company's discretion or as required by final arbitration for material breach.
Any discretionary refund does not establish precedent or obligation.
Customer may not withhold or offset payments.
Termination or suspension of access to the Service for any reason does not relieve Customer of any obligation to pay fees incurred prior to the effective date of termination.
All accrued BDV charges, subscription fees, and other amounts owed remain due and payable in full.
No refunds, credits, or adjustments will be issued upon termination or suspension of the Service.
Customer obligations under this Section survive termination of this Agreement.
Company retains all rights to the Service.
Customer retains ownership of submitted data.
Customer grants Company a limited license to process such data.
Each party agrees to protect confidential information.
The Service is not intended for regulated personal data.
Customer agrees not to submit such data without a separate written agreement.
Submission of such data without such agreement constitutes a material breach. Company may immediately suspend access, without prior notice, and require remediation as a condition of continued use. Such submission shall further constitute a basis for indemnification by Customer under Section 20 of this Agreement, without limitation.
The Service is provided "AS IS" without warranties of any kind.
Total aggregate liability shall not exceed fees paid by Customer in the six (6) months preceding the claim.
Company shall not be liable for indirect or consequential damages.
Customer agrees to indemnify Company against claims arising from:
- Misuse of the Service
- Violation of this Agreement
- Customer's unlawful data processing
A party shall provide written notice of dispute.
The parties shall attempt informal resolution for thirty (30) days from receipt of written notice. Either party may initiate arbitration after this period, regardless of participation.
Arbitration shall be administered by the American Arbitration Association (AAA) under its then-current rules.
No class actions permitted.
This Agreement shall be governed by the laws of the State of Florida.
Arbitration shall take place in the county of Company's principal place of business, unless otherwise agreed in writing.
Company may modify this Agreement at its sole discretion.
Company will make commercially reasonable efforts to provide notice of material changes, but Customer is responsible for reviewing the Agreement periodically.
Modifications become effective on the date specified in the notice. Continued use after that date constitutes acceptance.
Changes affecting fees, Tier thresholds, or billing methodology will not take effect earlier than the start of the next billing cycle.
Customer may not assign this Agreement without Company's prior written consent. Any attempted assignment is void.
This Agreement constitutes the entire agreement between the parties.
If any provision is invalid, the remainder remains in effect.
By using the Service, Customer acknowledges:
- BDV determines pricing
- Provider telemetry is authoritative
- Tier transitions are automatic
- Thresholds are fixed and enforceable
- Enterprise alignment is required at scale
- All fees, including Access Subscription charges and BDV-based charges, are final, non-refundable, and may not be disputed, withheld, or offset except as expressly provided in this Agreement