Terms of Service

HESPERA AI, LLC

Version 1.0 · Effective from 26 September 2026

These Terms of Service (the "Terms") constitute a legally binding agreement between Hespera AI, LLC, a limited liability company organised under the laws of the State of Delaware, United States of America, having its registered office at 131 Continental Dr, Suite 305, Newark, Delaware 19713, United States of America ("Hespera", "we", "us" or "our"), and the person or entity accepting these Terms ("Client", "you" or "your").

By creating an Account, accessing or using the Service, or paying any Fee, you acknowledge that you have read, understood and agree to be bound by these Terms and by all documents incorporated herein by reference. If you do not agree, you must not access or use the Service.

1. Definitions and Interpretation

1.1. Definitions. In these Terms, the following capitalised terms have the meanings set out below:

1.2. Interpretation. In these Terms: (a) headings are for convenience only and do not affect construction; (b) the singular includes the plural and vice versa; (c) "including", "includes" and "in particular" are to be construed without limitation; (d) references to an Article or paragraph are to an Article or paragraph of these Terms; (e) a reference to a statute or statutory provision is a reference to it as amended or re-enacted; and (f) where these Terms are made available in more than one language, the English text prevails in the event of any discrepancy.

1.3. Incorporated documents. The following form an integral part of these Terms: the Privacy Policy (/privacy), the DPA (/dpa), the Acceptable Use Policy (/aup), the Cookie Policy (/cookies), the AI Disclosure (/ai-disclosure) and the list of sub-processors (/subprocessors). In the event of conflict, these Terms prevail, save that the DPA prevails in respect of the processing of Personal Data.

2. Scope and Acceptance

2.1. These Terms govern all access to and use of the Service, whether or not a separate written agreement has been executed.

2.2. Where the Client accepts these Terms on behalf of a legal entity, the individual doing so represents and warrants that they are duly authorised to bind that entity, and "Client" shall mean that entity.

2.3. Where Hespera and the Client have executed a separate written agreement expressly superseding these Terms, that agreement prevails to the extent of any inconsistency.

3. Eligibility and Account

3.1. Eligibility. The Service is available both to Business Clients and to Consumers. The Client represents and warrants that it is at least eighteen (18) years of age and possesses full legal capacity to enter into these Terms.

3.1.1. Consumers. Where the Client is a Consumer, the provisions of Article 12 (Right of Withdrawal), Article 18.6, Article 21.5 and Article 31 apply, and prevail over any conflicting provision of these Terms.

3.1.2. Classification. The Client shall indicate upon registration whether it contracts as a Consumer or as a Business Client. Where a Client established as a business subsequently uses the Service wholly or mainly for private purposes, it may notify Hespera and shall thereafter be treated as a Consumer.

3.2. Registration. The Client shall provide accurate, complete and current registration information and shall maintain it as such.

3.3. Credentials. The Client is solely responsible for maintaining the confidentiality of its authentication credentials and for all activity occurring under its Account, whether or not authorised. Hespera makes multi-factor authentication available and recommends its activation.

3.4. Notification. The Client shall notify Hespera without undue delay at support@hespera.ai upon becoming aware of any unauthorised access to or use of the Account.

3.5. Authorised Users. The Client shall procure that each Authorised User complies with these Terms and remains liable for their acts and omissions as for its own.

4. Grant of Rights

4.1. Subject to the Client's continuing compliance with these Terms and payment of applicable Fees, Hespera grants the Client a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the term, for the Client's own purposes, whether business or private, and within the limits of the applicable Plan.

4.2. All rights not expressly granted are reserved. Nothing in these Terms transfers to the Client any right, title or interest in the Service, the software underlying it, or any intellectual property therein.

5. Restrictions on Use

5.1. The Client shall not, and shall procure that its Authorised Users do not:

5.1.1. use the Service in violation of any applicable law or of the rights of any third party;

5.1.2. generate, or attempt to generate, any material described in Article 5.2;

5.1.3. resell, sublicense, lease or otherwise make the Service available to any third party as a standalone product;

5.1.4. reverse engineer, decompile or disassemble any part of the Service, or attempt to derive the models, system prompts or source code underlying it, save to the extent such restriction is prohibited by applicable law;

5.1.5. circumvent or attempt to circumvent any technical limitation, rate limit, access control or security measure;

5.1.6. conduct penetration testing, vulnerability scanning or any comparable activity without Hespera's prior written consent;

5.1.7. transmit unsolicited bulk communications, malware or any code intended to disrupt, damage or gain unauthorised access to any system;

5.1.8. use the Service to develop, train or improve any competing generative model.

5.2. Prohibited material. The Client shall not use the Service to generate:

5.2.1. the likeness, voice or identity of an identifiable natural person without that person's documented consent;

5.2.2. material depicting a public figure as making statements or performing acts which that person did not make or perform, where such material is capable of being mistaken for genuine;

5.2.3. material intended to circumvent age restrictions, content-safety controls or verification mechanisms;

5.2.4. material relating to weapons, explosives or controlled substances, including instructions for their manufacture, acquisition or use;

5.2.5. medical, legal, financial or other regulated advice presented as established fact or as emanating from a qualified professional;

5.2.6. material infringing any trade mark, copyright, design right or other intellectual property right of a third party;

5.2.7. material that is unlawful, defamatory, or that depicts or sexualises minors.

5.3. The list in Article 5.2 is non-exhaustive and is supplemented by the Acceptable Use Policy, which may be updated in accordance with Article 21.

6. Client Data and Ownership of Output

6.1. Client Data. As between the parties, the Client retains all right, title and interest in Client Data. The Client grants Hespera a worldwide, royalty-free, non-exclusive licence to host, store, reproduce, transmit and process Client Data solely to the extent necessary to provide the Service, to comply with law, and to enforce these Terms.

6.2. Output. As between the parties, and to the extent permitted by applicable law, all right, title and interest in Output vests in the Client upon generation. Hespera asserts no ownership of Output and grants no licence in Output to any third party, save as the Client itself grants under the Partner Programme Terms or the App Developer Terms.

6.3. No training. Hespera shall not use Client Data, Input or Output to train, fine-tune or otherwise improve any generative model, and shall procure that Model Providers are contractually prohibited from doing so.

6.4. No warranty of originality. The Client acknowledges that generative models may produce identical or substantially similar Output in response to identical or similar Inputs, whether submitted by the Client or by any other person. Hespera does not warrant that Output is original, novel, or free from resemblance to pre-existing works, and the Client shall satisfy itself as to the position before any commercial exploitation.

6.5. Copyrightability. The Client acknowledges that the legal status of material generated by artificial intelligence, including its eligibility for copyright protection, varies between jurisdictions and remains subject to development. Hespera makes no representation as to the protectability of Output in any jurisdiction.

7. Generative Functionality and Its Limitations

7.1. Nature of the Service. The Service produces Output by transmitting Inputs to Model Providers. Output is generated by statistical inference and is not verified by Hespera.

7.2. Accuracy. The Client acknowledges and accepts that Output may be factually incorrect, incomplete, misleading or otherwise unsuitable, and may state falsehoods with apparent confidence. The Client shall independently verify all Output before relying upon it or making it available to any third party, and shall exercise particular care where Output concerns legal, medical, financial, safety-related or other regulated matters.

7.3. Availability of Model Providers. The availability of particular generative capabilities depends upon third parties. Where a Model Provider becomes unavailable or is discontinued, Hespera may, without notice, route requests to another Model Provider already listed at /subprocessors or suspend the affected capability. A Model Provider not so listed begins to receive Input only after the notice required by Article 8.2.

7.4. Failed generation. Where a generation does not complete, the Credits reserved for it are released and are not consumed.

7.5. Disclosure. Where required by applicable law, Output is marked as artificially generated and automated agents identify themselves as such, in accordance with the AI Disclosure.

8. Third-Party Providers

8.1. The Service depends upon third-party providers of hosting, storage, payment processing, communications and generative models. The current list is published at /subprocessors and is maintained in accordance with the DPA.

8.2. Hespera shall give not less than thirty (30) days' notice before a new sub-processor begins processing Personal Data, in accordance with the DPA.

8.3. Hespera is not responsible for the acts or omissions of any third party with whom the Client contracts directly, including payment institutions, advertising platforms and social networks connected by the Client to the Service.

9. Library and Apps

9.1. Supply by Hespera. Hespera supplies each Library Item to the Client in its own name, and is the Client's counterparty in respect of it. The price is charged in Credits and is displayed before the Library Item is acquired.

9.2. Making material available to others. The Client may make a Template, a storefront theme or an app available to other clients only by submitting it under the Partner Programme Terms or the App Developer Terms, as applicable, which then govern that submission. Saving, storing or using a Template within the Client's own Account does not make it available to anyone else.

9.3. Licence to the Client. Upon acquisition of a Library Item, Hespera grants the Client a non-exclusive, non-transferable licence to use and adapt it within the workspace which acquired it, and to use the Output produced with it for any lawful purpose, including commercial purposes, without limit of time.

9.4. Project files. A project exported in the Hespera project format carries a licensed Template or storefront theme as a reference to the licence and not as a transferable copy. Where the project is opened in a workspace which has not acquired it, the licensed layers are displayed but cannot be edited or exported.

9.5. Removal from the Library. The removal or withdrawal of a Template or storefront theme from the Library does not affect a licence already granted. Where an app ceases to be available within thirty (30) days of its acquisition by the Client, Hespera returns the Credits spent on it.

9.6. Apps. An app is written by a third party and runs in the Client's workspace only with the permissions which the Client grants to it. What an app may receive, and the obligations of its developer in respect of it, are described in the Privacy Policy.

10. Plans, Credits and Fees

10.1. Plans. Access to the Service is provided under a Plan. Functional and quantitative limits are set out in the Documentation and may be amended in accordance with Article 21.

10.2. Credits. Consumption of generative capacity is measured in Credits. Credits are a unit of account only, confer no proprietary right, bear no interest, are redeemable solely against the Service, and are not transferable, assignable or exchangeable for currency, save only for the proportionate reimbursement provided by Article 12.6.2.

10.3. Categories of Credits.

10.3.1. Plan Credits are allocated at the commencement of each Billing Period, expire at its end, and do not carry forward.

10.3.2. Purchased Credits are acquired for separate consideration and expire twelve (12) months after the date of the Client's most recent purchase of Credits. Each further purchase of Credits extends the expiry date of the entire balance of Purchased Credits to twelve (12) months from the date of that purchase.

10.3.3. Hespera shall notify the Client not less than thirty (30) days before Purchased Credits are due to expire. Credits which have expired confer no right to any refund, credit, substitute or extension.

10.4. Order of consumption. Plan Credits are consumed in priority to Purchased Credits. Purchased Credits are consumed only once the available Plan Credits have been exhausted.

10.5. Fees and taxes. Where the law of the Client's country requires prices to be stated inclusive of value added tax or a comparable tax, the price displayed includes it. Where such a tax depends on the state, province or locality of the Client, it is added at checkout. Where a Business Client provides a valid tax identification number and the reverse-charge mechanism applies, no such tax is charged and the Business Client accounts for it. In every case the total amount payable is displayed before payment is made.

10.6. Payment. Fees are payable in advance by the means made available in the Service. The Client authorises Hespera and its payment processor to charge the payment instrument provided.

10.7. Non-payment. Where a payment fails, Hespera notifies the Client and attempts the payment again, and access to the Service continues during that period. Where the Fee remains unpaid once those attempts have been exhausted, Hespera may suspend the Account in accordance with Article 19.1.

10.8. Resellers. Where a purchase is made through a reseller acting as merchant of record, including a mobile application store or a payment provider acting in that capacity, that reseller sells the purchase to the Client, calculates and collects any tax on it, and its own terms govern the payment. These Terms continue to govern the Service.

11. Term, Renewal and Cancellation

11.1. Term. These Terms commence upon creation of the Account and continue until terminated in accordance with Article 19.

11.2. Automatic renewal. Subscriptions renew automatically for successive Billing Periods unless cancelled before the end of the then-current Billing Period.

11.3. Cancellation. Cancellation takes effect at the end of the then-current Billing Period. Fees already paid in respect of the current Billing Period are not refundable, save as provided in Article 12 or as required by mandatory law.

11.4. Price changes. Hespera may amend Fees with effect from the commencement of the next Billing Period, upon not less than thirty (30) days' prior notice given in accordance with Article 24. Continued use of the Service thereafter constitutes acceptance.

11.5. Renewal reminder (Consumers). Where the Client is a Consumer and the Billing Period is of twelve (12) months or longer, Hespera shall notify the Consumer not less than thirty (30) days before automatic renewal, stating the date of renewal and the amount to be charged.

12. Right of Withdrawal and Refunds

12.1. Statutory right of withdrawal (Consumers). A Client who is a Consumer resident in the European Economic Area or the United Kingdom has the right to withdraw from a contract concluded at a distance within fourteen (14) days of its conclusion, without giving any reason and without incurring any cost other than as provided in Article 12.3.

12.1.1. The right arises once, upon the conclusion of the contract. The renewal of a Plan for a further Billing Period, of which the Client was informed before concluding the contract, does not constitute the conclusion of a new contract and gives rise to no further right of withdrawal.

12.1.2. A purchase of Credits, of additional storage or of any other item purchased separately from a Plan constitutes a separate contract, in respect of which this Article applies in its own right.

12.2. Express request for immediate performance. The Service is a digital service within the meaning of Directive (EU) 2019/770. Before supply begins, the Consumer is asked to make an express request that performance commence during the withdrawal period, and is informed that, should the Consumer thereafter withdraw, the Consumer will be liable to pay the amount determined in accordance with Article 12.3.

12.2.1. Where the Consumer does not make that request, supply commences upon the expiry of the withdrawal period.

12.2.2. The making of that request does not extinguish the right of withdrawal. In respect of a digital service that right subsists until the contract has been fully performed.

12.3. Amount payable upon withdrawal after commencement. Where the Consumer withdraws after performance has commenced pursuant to Article 12.2, the Consumer shall pay an amount proportionate to the Service supplied up to the moment of withdrawal. The Service comprises two distinct elements, each of which is valued separately:

12.3.1. access to the Service for the Billing Period, valued in the proportion which the part of that period elapsed at the moment of withdrawal bears to the whole of it; and

12.3.2. generative capacity, valued in the proportion which the Credits consumed during that period bear to the Credits allocated for it.

12.3.3. The amount payable is the aggregate of the two elements and shall not exceed the Fee for the Billing Period. Hespera shall refund the balance without undue delay and in any event within fourteen (14) days of being informed of the withdrawal, using the same means of payment as the original transaction, unless the Consumer expressly agrees otherwise.

12.4. Exercise. The Consumer may exercise the right of withdrawal by means of the withdrawal function made available in the Service, or by any other unequivocal statement, including electronic mail to support@hespera.ai. A model withdrawal form is available on request. Hespera shall acknowledge receipt of the withdrawal on a durable medium without undue delay.

12.5. Refunds by contract.

12.5.1. Independently of Article 12.1, and irrespective of the Client's place of residence or of whether the Client is a Consumer or a Business Client, Hespera shall, upon a request made within fourteen (14) days of a payment, refund that payment less the amount determined in accordance with Article 12.3. This is a contractual undertaking; it does not limit, replace or qualify any right which the Client holds under mandatory law.

12.5.2. Outside that period Fees are non-refundable, save as required by Article 12.1 or by mandatory law. Hespera may, in its absolute discretion and under no obligation to do so, grant a refund in an individual case; the grant of a refund in one case creates no entitlement, precedent or course of dealing in respect of any other case or any other Client.

12.6. Credits.

12.6.1. Credits consumed before the withdrawal are not refundable, the corresponding generative capacity having been irrevocably procured from Model Providers; the consumption of Credits is instead accounted for under Article 12.3.2.

12.6.2. Where the Consumer withdraws from a purchase of Credits within the period specified in Article 12.1, Hespera shall reimburse the price of that purchase in the proportion which the unconsumed Credits bear to the Credits allocated by it. Outside that period Purchased Credits are not exchangeable for money and confer no right to a refund.

12.6.3. Unconsumed Plan Credits carry no monetary value and are not refundable.

12.6.4. Credits which have expired in accordance with Article 10.3 are not refundable.

12.7. No waiver. Nothing in this Article excludes, limits or makes conditional any right which a Consumer holds under mandatory law, and any provision purporting to do so is of no effect to that extent.

13. Personal Data

13.1. Where Hespera processes Personal Data as a controller, the Privacy Policy applies.

13.2. Where Hespera processes Personal Data contained in Client Data on behalf of the Client, it does so exclusively as a processor upon the Client's documented instructions, and the DPA applies.

13.3. The Client represents and warrants that it has all rights, consents and lawful bases necessary to transfer Client Data to Hespera and to instruct the processing contemplated by these Terms, and that it has discharged all information obligations owed to the individuals concerned.

14. Confidentiality

14.1. Each party shall keep confidential all non-public information disclosed by the other which is designated as confidential or which ought reasonably to be regarded as such, and shall use it solely for the purposes of these Terms.

14.2. This obligation does not apply to information which: (a) is or becomes public otherwise than by breach; (b) was lawfully known to the receiving party without obligation of confidence; (c) is independently developed without use of the disclosing party's information; or (d) is required to be disclosed by law or by a competent authority, provided that, where lawful, the disclosing party is given prior notice.

14.3. This Article survives termination for a period of five (5) years.

15. Availability, Support and Maintenance

15.1. No service level commitment. Hespera does not warrant uninterrupted or error-free operation of the Service and gives no commitment as to any percentage of availability. No service credits or comparable remedies are offered in respect of unavailability.

15.2. Maintenance. Hespera may suspend access for planned maintenance, giving reasonable prior notice where practicable, and for emergency maintenance without notice.

15.3. Support. Hespera shall respond to support requests submitted to support@hespera.ai within five (5) business days. Requests concerning loss of access, incorrect financial charges or risk to data are treated with priority.

16. Warranties and Disclaimer

16.1. Mutual warranties. Each party represents and warrants that it has full power and authority to enter into and perform these Terms.

16.2. Hespera warranty. Hespera warrants that it shall provide the Service with reasonable skill and care.

16.3. Disclaimer. Save as expressly stated in Article 16.2, and to the maximum extent permitted by applicable law, the Service is provided "as is" and "as available", and Hespera excludes all other warranties, conditions and terms, whether express, implied or statutory, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, or non-infringement.

16.4. Nothing in this Article excludes any warranty or condition which cannot be excluded under mandatory law applicable to a Client acting as a consumer.

17. Indemnification

17.1. Indemnity by the Client. The Client shall indemnify, defend and hold harmless Hespera, its Affiliates, officers and employees against all claims, proceedings, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Client Data or any Input; (b) any Output made available by the Client to third parties; (c) any material submitted by the Client under Article 9.2; (d) the Client's breach of Article 5 or Article 13.3; or (e) any claim that the Client Data infringes the rights of a third party.

17.2. Indemnity by Hespera. Hespera shall indemnify the Client against any third-party claim that the Service, in the form supplied by Hespera and used in accordance with these Terms, infringes that third party's intellectual property rights, provided that this indemnity does not extend to any claim arising from Client Data, Input or Output.

17.3. Conditions. The indemnified party shall: (a) notify the indemnifying party promptly in writing; (b) grant the indemnifying party sole conduct of the defence and settlement; and (c) provide reasonable assistance at the indemnifying party's expense. No admission or settlement shall be made without the indemnifying party's prior written consent.

18. Limitation of Liability

18.1. Excluded losses. To the maximum extent permitted by applicable law, neither party shall be liable for any loss of profit, loss of revenue, loss of anticipated savings, loss of business or opportunity, loss of goodwill, or loss or corruption of data, in each case whether direct or indirect, nor for any indirect, incidental, special, punitive or consequential loss howsoever arising.

18.2. Cap. To the maximum extent permitted by applicable law, the aggregate liability of Hespera arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total Fees paid by the Client to Hespera in the twelve (12) months immediately preceding the event giving rise to the claim.

18.3. Exceptions to the cap. Articles 18.1 and 18.2 do not apply to: (a) the Client's obligation to pay Fees; (b) either party's indemnification obligations under Article 17; (c) breach of Article 14; or (d) either party's fraud or fraudulent misrepresentation.

18.4. Mandatory law. Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud, or for any other liability which cannot lawfully be excluded or limited, including the statutory rights of a Client acting as a consumer.

18.5. Allocation of risk. The Client acknowledges that the limitations in this Article reflect a reasonable allocation of risk between the parties and are an essential basis of the bargain, having regard to the level of the Fees.

18.6. Consumers. Articles 18.1, 18.2 and 18.5 do not apply where the Client is a Consumer. In that case Hespera is liable for foreseeable loss caused by its breach of these Terms or by its failure to use reasonable skill and care, and is not liable for loss which is unforeseeable, nor for loss arising from the Consumer's own breach. Nothing limits liability which may not lawfully be limited as against a Consumer.

19. Suspension and Termination

19.1. Suspension. Hespera may suspend access to the Service, in whole or in part, with immediate effect where: (a) any Fee remains unpaid once the attempts described in Article 10.7 have been exhausted; (b) Hespera reasonably believes that the Client is in breach of Article 5; (c) continued provision would expose Hespera or any third party to material risk; or (d) required by law or by a competent authority.

19.2. Notice and cure. Save where the breach is deliberate or where continued provision would cause harm, Hespera shall give the Client notice and a reasonable opportunity to cure before suspending.

19.3. Termination by the Client. The Client may terminate at any time by closing the Account.

19.4. Termination by Hespera. Hespera may terminate these Terms: (a) upon thirty (30) days' notice, where it ceases to provide the Service generally; (b) with immediate effect, where the Client commits a material breach which is incapable of cure or is not cured within fourteen (14) days of notice; or (c) with immediate effect, where the Client becomes insolvent or subject to analogous proceedings.

19.5. Refund on discontinuation. Where Hespera terminates under Article 19.4(a), it shall refund the proportion of any prepaid Fee attributable to the unexpired part of the Billing Period.

20. Consequences of Termination

20.1. Upon termination, the Client's right to access the Service ceases immediately.

20.2. Client Data is retained and erased in accordance with the Privacy Policy and the DPA. The Client is responsible for exporting Client Data before termination takes effect.

20.3. Unconsumed Plan Credits expire upon termination. Unconsumed Purchased Credits lapse upon termination of these Terms and are not reimbursed, save where Article 12.6.2 applies or where Hespera terminates otherwise than for the Client's breach, in which case Hespera shall reimburse the price of the unconsumed Purchased Credits determined as provided in Article 12.6.2.

20.4. Survival. Articles 1, 5.2, 6, 9.3, 13, 14, 16.3, 17, 18, 20, 24, 25, 26, 28, 30 and 31, together with any accrued rights and liabilities, survive termination.

21. Changes to the Service and to these Terms

21.1. The Service. Hespera may modify, add to or discontinue features of the Service.

21.1.1. Where a modification adversely affects the Client's access to or use of the Service otherwise than to a minor extent, Hespera shall inform the Client in advance and on a durable medium of the nature and time of the modification and of the Client's right under Article 21.1.2.

21.1.2. In that case the Client may terminate these Terms free of charge within thirty (30) days of receiving that information or of the modification taking effect, whichever is later, and shall be refunded the unexpired portion of any prepaid Fee.

21.1.3. Articles 21.1.1 and 21.1.2 do not apply to additions, improvements or corrections which do not adversely affect access or use, nor where Hespera enables the Client to retain the Service without the modification, at no additional cost and in conformity with these Terms.

21.2. Reasons for amendment. Hespera may amend these Terms only for one or more of the following reasons:

21.2.1. a change in applicable law or regulation, or a decision of a court or competent authority;

21.2.2. the addition, alteration or discontinuation of features of the Service;

21.2.3. security, or the prevention of abuse, fraud or misuse;

21.2.4. a change of a sub-processor, payment institution or Model Provider;

21.2.5. a change to Fees, made in accordance with Article 10;

21.2.6. the correction of an error, or a clarification which does not alter the substance of any provision.

21.3. Notice. Where an amendment materially affects the Client's rights or obligations, Hespera shall give not less than thirty (30) days' prior notice in accordance with Article 24, and the Client may terminate before the amendment takes effect. Any other amendment takes effect upon publication.

21.3.1. Where an amendment is required in order to comply with applicable law or to address a security risk, it may take effect on such shorter notice as the circumstances require, and Hespera shall give notice as soon as reasonably practicable. This exception does not extend to a change of Fees or to any amendment which reduces the Client's rights beyond what the law or the risk requires.

21.4. Effect. Continued use of the Service after an amendment has taken effect constitutes acceptance of it, save as provided in Article 21.5.

21.5. Consumers. Where the Client is a Consumer, an amendment which is to its detriment takes effect only upon that Consumer's express acceptance. In the absence of acceptance, the Consumer may continue on the previous version until the end of the current Billing Period, after which Hespera may terminate under Article 19.4(a) and shall refund the unexpired portion of any prepaid Fee.

21.6. Version history. Each version is identified by number and effective date, and previous versions remain accessible.

22. Force Majeure

Neither party shall be liable for any failure or delay in performance (other than an obligation to pay) caused by an event beyond its reasonable control, including act of God, war, terrorism, civil unrest, epidemic, industrial action, failure of telecommunications or power, act of government, or the failure or unavailability of a third-party provider. The affected party shall notify the other without undue delay and shall use reasonable endeavours to resume performance.

23. Assignment

The Client may not assign, novate or otherwise transfer any of its rights or obligations without Hespera's prior written consent. Hespera may assign or novate these Terms to an Affiliate or in connection with a merger, acquisition or transfer of all or substantially all of its assets, upon notice to the Client.

24. Notices

24.1. Notices to the Client are validly given by electronic mail to the address registered to the Account, or by notice within the Service, and are deemed received on the day of transmission.

24.2. Notices to Hespera shall be sent to support@hespera.ai and are deemed received on the next business day.

24.3. It is the Client's responsibility to maintain a current and monitored electronic mail address.

25. Severability

If any provision of these Terms is held to be invalid, unlawful or unenforceable, it shall be severed and the remaining provisions shall continue in full force and effect. The parties shall negotiate in good faith to replace the severed provision with a valid provision achieving, so far as possible, the same commercial result.

26. Waiver

No failure or delay in exercising any right constitutes a waiver of it, and no single or partial exercise precludes any further exercise. A waiver is effective only if given in writing.

27. No Third-Party Rights

A person who is not a party to these Terms has no right to enforce any of its provisions.

28. Entire Agreement

These Terms, together with the documents incorporated by reference under Article 1.3, constitute the entire agreement between the parties and supersede all prior communications, representations and understandings, whether written or oral. Neither party has relied upon any statement not expressly set out herein, save that nothing limits liability for fraudulent misrepresentation.

29. Export Control and Sanctions

The Client represents and warrants that it is not located in, organised under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive economic sanctions, and that it is not a person designated on any applicable sanctions list. The Client shall not use the Service in breach of any applicable export control or sanctions law.

30. Governing Law and Jurisdiction

30.1. These Terms and any dispute arising out of or in connection with them, including non-contractual obligations, are governed by the laws of the State of Delaware, United States of America, without regard to its conflict-of-laws provisions.

30.2. The courts of the State of Delaware have exclusive jurisdiction, save as provided in Article 31.

30.3. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

30.4. Escalation. Before commencing proceedings, a party shall notify the other in writing of the dispute and the parties shall attempt in good faith to resolve it within thirty (30) days.

31. Mandatory Consumer Rights

Where the Client is a consumer resident in the European Economic Area, the United Kingdom or Switzerland, Articles 30.1 and 30.2 do not deprive the Client of the protection afforded by provisions that cannot be derogated from by agreement under the law of the country of the Client's habitual residence, nor of the right to bring proceedings before the courts of that country.

32. Company Details

Hespera AI, LLC 131 Continental Dr, Suite 305, Newark, Delaware 19713, United States of America Electronic mail: support@hespera.ai