Last updated: January 2023
PLEASE READ THIS ENTIRE TERMS OF USE BEFORE ACCESSING OR USING THIS WEBSITE, ANY SERVICES, ANY APPS OR ANY RELATED SOFTWARE.
THESE TERMS OF USE CONTAIN IMPORTANT PROVISIONS THAT AFFECT YOUR LEGAL RIGHTS.
BY ACCESSING OR USING THIS WEBSITE, ANY SERVICES, ANY APPS OR ANY RELATED SOFTWARE, YOU AGREE TO BE BOUND BY ALL THE PROVISIONS OF THIS TERMS OF USE AND THE HAPPYCO PRIVACY POLICY. YOU FURTHER ACKNOWLEDGE AND UNDERSTAND AND AGREE THAT HAPPYCO WILL PROCESS YOUR PERSONAL DATA IN ACCORDANCE WITH THE HAPPYCO PRIVACY POLICY (“PRIVACY POLICY”) INCORPORATED INTO THESE TERMS OF USE. IF YOU DO NOT AGREE TO THE TERMS OF USE AND THE PRIVACY POLICY, PLEASE DO NOT (AND YOU ARE NOT PERMITTED TO) ACCESS OR USE THIS WEBSITE, ANY SERVICES, ANY APPS OR ANY RELATED SOFTWARE.
THIS TERMS OF USE IS BETWEEN YOU AND HAPPYCO, INC., A DELAWARE CORPORATION (“HAPPYCO"). IN SOME JURISDICTIONS, THE SERVICES, APPS, AND RELATED SOFTWARE MAY BE MADE AVAILABLE THROUGH AN AFFILIATE OF HAPPYCO AND IN SUCH AN INSTANCE, EACH REFERENCE TO HAPPYCO MEANS SUCH AFFILIATE.
YOU MAY HAVE ALSO ENTERED INTO A MASTER SERVICES AGREEMENT, SUBSCRIPTION SERVICES AGREEMENT OR OTHER SIMILAR AGREEMENT (COLLECTIVELY, “SERVICES AGREEMENT”) WITH HAPPYCO AND IN SUCH AN EVENT, ANY SUCH SERVICES AGREEMENT REMAINS IN FULL FORCE AND EFFECT UNTIL OTHERWISE TERMINATED IN ACCORDANCE WITH ITS TERMS. IF THERE IS A CONFLICT BETWEEN THESE TERMS OF USE AND A SERVICES AGREEMENT, THEN THE SERVICES AGREEMENT WILL TAKE PRIORITY AND CONTROL.
AS USED IN THESE TERMS OF USE, THE FOLLOWING TERMS HAVE THE MEANINGS ASCRIBED TO SUCH TERMS:
“SERVICES” MEANS, WITHOUT LIMITATION, THE FOLLOWING, INCLUDING ANY UPDATES AND SUBSEQUENT VERSIONS THEREOF:
“APPS” MEANS, WITHOUT LIMITATION, THE HAPPYCO IOS AND ANDROID APPS, INCLUDING ANY UPDATES AND SUBSEQUENT VERSIONS THEREOF.
“RELATED SOFTWARE” MEANS, WITHOUT LIMITATION, HAPPY API, AND ANY UPDATES AND SUBSEQUENT VERSIONS THEREOF.
IN ORDER TO USE OR ACCESS CERTAIN PARTS OF THE WEBSITE, SERVICES (OR PORTIONS OF SERVICES), APPS AND RELATED SOFTWARE, YOU MAY BE REQUIRED TO HAVE AND MAINTAIN A VALID AND ACTIVE USER ACCOUNT (“ACCOUNT") WITH HAPPYCO. THE ACCOUNT, SERVICES (OR PORTIONS OF SERVICES), APPS AND RELATED SOFTWARE MAY ALSO BE GOVERNED BY ADDITIONAL OR SUPPLEMENTAL TERMS AND CONDITIONS (“SUPPLEMENTAL TERMS”). SUCH SUPPLEMENTAL TERMS, IF ANY, WILL FORM A PART OF THIS TERMS OF USE AND ARE INCORPORATED HEREIN.
THE SERVICES, APPS AND RELATED SOFTWARE ARE NOT LICENSED TO YOU AND YOU MAY ONLY ACCESS SUCH SERVICES, APPS AND RELATED SOFTWARE SUBJECT TO THESE TERMS OF USE. ANY RIGHTS NOT GRANTED TO YOU IN THESE TERMS OF USE ARE RESERVED BY HAPPYCO.
HAPPYCO MAY, IN ITS SOLE DISCRETION, MODIFY OR REVISE THESE TERMS OF USE AT ANY TIME BY UPDATING THESE TERMS OF USE AT THIS WEBSITE OR IN CONNECTION WITH ANY SERVICE, APP OR RELATED SOFTWARE AND YOU ARE BOUND BY ANY SUCH MODIFICATION OR REVISION. YOUR CONTINUED USE OF THIS WEBSITE OR ANY SERVICE, APP OR RELATED SOFTWARE AFTER ANY MODIFICATION OR REVISION INDICATES YOUR ACCEPTANCE OF SUCH MODIFICATION OR REVISION. IF ANY MODIFICATION OR REVISION IS NOT ACCEPTABLE TO YOU, YOUR SOLE REMEDY AND RECOURSE IS TO DISCONTINUE USE OF THIS WEBSITE, THE SERVICES, APPS AND ALL RELATED SOFTWARE.
This Terms of Use contains a binding arbitration and class action waiver provisions in the Section entitled “Governing Law and Dispute Resolution” (“Disputes Provision”) that affects your rights under this Terms of Use with respect to any disputes between you and HappyCo, and requires you and HappyCo to resolve such disputes in binding arbitration (and not in court). You have a right to opt out of the binding arbitration as provided below in the Disputes Provision.
Any use, reproduction, modification or distribution of the Services, Apps and/or Related Software not expressly authorized by the Terms of Use is expressly prohibited.
You may not access the Services, Apps, and/or Related Software if you are a competitor of HappyCo, except with HappyCo’s prior written consent. In addition, you may not access the Services, Apps and/or Related Software for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
You are responsible for obtaining and maintaining all devices and other equipment and software, and all internet service provider, mobile service, and other services needed for your access to and use of the Services, Apps and Related Software and you will be responsible for all charges related to them.
In order to use certain features of the Website, Services, Apps and/or Related Software you may be required to register for an Account and provide certain information about yourself (and your company or organization) as prompted by the account registration form. HappyCo will have the sole discretion to approve or decline an Account.
You represent and warrant that: (a) all required registration information you submit is truthful, complete and accurate; (b) you will maintain the accuracy of such information; (c) you are authorized to form a binding contract with HappyCo; and (d) you are authorized to register and access certain features of the Website, Services, Apps and/or Related Software on behalf of your company and organization on the terms and conditions set forth herein.
If you wish to utilize certain features of the Website, Services, Apps and/or Related Software where payment is required, it is your responsibility to maintain and update your registration information, your ACH bank transfer information (as applicable) and your credit card or debit card information and to promptly notify your bank of any changes to your billing information or the loss, theft, or unauthorized use of your credit card or debit card number. At HappyCo’s option and without any obligation to do so, HappyCo may verify your information prior to approving (or declining) your Account.
In setting up an Account, you will not (a) select or use as a user name a name of another person with the intent to impersonate that person; (b) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (c) use as a username a name that is otherwise offensive, vulgar or obscene. HappyCo reserves the right to refuse registration of, or cancel a username in its sole discretion. You are solely responsible for activity that occurs on your Account and will be responsible for maintaining the confidentiality of your password. You will not use another user’s Account without such other user’s express permission. You will immediately notify HappyCo in writing of any unauthorized use of your Account, or other Account related security breach of which you are aware.
HappyCo may terminate your access to all or any part of the Services, Apps and Related Software at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate your Account, you may do so by following the instructions in the Account or by contacting our accounts department at support@happy.co.
HappyCo imposes certain restrictions on your use of the Website, Services, Apps and Related Software. You are prohibited from violating or attempting to violate any security features of the Website, Services, Apps and Related Software, including without limitation: (a) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of Website, Services, Apps and Related Software, or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Website, Services, Apps and Related Software, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;” (d) using the Website, Services, Apps and Related Software to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; (e) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Website, Services, Apps and Related Software; (f) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by HappyCo in providing the Website, Services, Apps and Related Software; (g) transferring, distributing, reselling, leasing, licensing, or assigning the Website, Services, Apps and Related Software otherwise offer any of the foregoing on a standalone basis; or (h) using or accessing the Website, Services, Apps and Related Software to develop a product or service that is directly competitive with HappyCo’s products or services. Any violation of the foregoing may subject you to civil and/or criminal liability.
HappyCo reserves the right to suspend or terminate this your Account and access to any Services, Apps and/or Related Software if you fail to pay the fees related to such Services, Apps and/or Related Software. HappyCo may impose interest at a rate equal to the lesser of 1% per month, or the maximum amount permitted by applicable law for any past due payment, as well as all expenses of collection. HappyCo reserves the right to impose an administrative fee in the event Account access is suspended and thereafter reinstated. You agree and acknowledges that HappyCo has no obligation to retain your data upon suspension or termination of a subscription beyond the designated term stipulated in the Account or as otherwise required by applicable law.
HappyCo generally charges and collects non-refundable fees in advance for use of the Services and/or Related Software. HappyCo will automatically renew your subscription unless you give notice to HappyCo of non-renewal at least 30 days before the end of the relevant subscription term. HappyCo will charge your credit card or other payment method every month or year, depending on your authorization and subscription type. HappyCo grants no refunds or credits for partial months or years. Payment processing fees and/or other surcharge fees HappyCo incurs by your chosen vendor platform will be passed along to you and reflected on your HappyCo invoice.
The fixed fees and other fees expressed as stated dollar amounts in this Terms of Use and in the Agreement shall be increased annually commencing on the one-year anniversary date of the Effective Date by the percentage increase since the Effective Date in consumer prices for services as measured by the United States Consumer Price Index.
The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at Our applicable list price in effect at the time of the applicable renewal.
All fees are exclusive of any taxes, levies, or duties imposed by taxing authorities, and you are responsible for payment of all such taxes, levies or duties. HappyCo charges for the Service excludes taxes, taxes, phone and Internet access charges and other data transmissions. Your invoice may include taxes, levies or duties that HappyCo is required to collect by applicable taxing jurisdictions.
You may upgrade or downgrade the subscription plan for a Service and/or Related Software at any time during the term by written notice to HappyCo (downgrades are only available with monthly subscription accounts, from one paying level to another; provided, however, you may not downgrade from a paying account to a free account). The change will be applicable to the next billing cycle following HappyCo’s receipt of such written notice. For any upgrade or downgrade in package level, the credit card or other billing method that you provided as part of your Account will automatically be charged the new rate on your next billing cycle.
HappyCo will not extend any credit or refund for partial months of service in the case of downgrades to a monthly subscription. The expiration/renewal date of a subscription to a Service and/or Related Software, whether monthly or annual, will not change based on any downgrade by you. Fees may not be credited towards other Services and/or other Related Software. Additional users added by you will be considered immediate upgrades to the applicable Service and/or Related Software. You will maintain with HappyCo a valid credit or debit card as part of the Account at all times unless alternative methods of payment have been agreed upon. Regardless of your payment method, your subscription to an applicable Service and/or Related Software authorizes HappyCo to charge your Account. This authorization will remain valid until 30 days after termination or cancellation of your subscription, whereupon HappyCo may charge your billing method for any outstanding charges as may be applicable. You agree to provide and maintain complete and accurate billing and contact information. This information includes your legal name or company name, credit card and billing address, email address, name and telephone number of an authorized billing contact. You agree to update this information immediately upon change to it or in the event of a lost or stolen credit card or debit card. If the contact or billing information you have provided is false or fraudulent, HappyCo reserves the right to terminate your access to the applicable Service and/or Related Software in addition to any other legal and equitable remedies.
You agree to maintain a minimum level subscription in order for HappyCo to store and maintain data as part of the Services and/or Related Software. Failure to maintain the minimum agreed subscription will result in termination of your Account. If no minimum level subscription has been agreed, then it will default to a subscription level reasonably determined by HappyCo unless otherwise agreed in writing.
Subject to the terms and conditions of these Terms of Use, you may cancel a Service and/or Related Software by emailing support@happy.co in advance of the end of the agreed monthly or annual term, but no such cancellation will relieve you of the obligation to pay fees for the remainder of the applicable monthly or annual term. Such cancellation will be in writing and HappyCo will provide instructions on how to continue with the cancellation process. Failure to comply with the process provided by HappyCo will not result in proper cancellation and your Account will continue to be charged. For monthly subscriptions, you are agreeing to full monthly terms to access the Services and/or Related Software and if you terminate the Services and/or Related Software prior to the end of a monthly term, then you will be responsible for that month’s full fee through the end of the then-current term, including, without limitation, unbilled charges, which will immediately become due and payable. You will pay all accrued but unpaid fees upon expiration of the term of or termination of services for fixed term annual subscriptions (i.e., twelve (12) months). You understand that for an annual subscription, you have committed to a full annual term, to be paid annually in advance. Your annual subscription will renew automatically after the initial fixed term is over, unless terminated as herein provided. You may cancel the subscription prior to expiration of the annual term without refund. You will pay all accrued but unpaid fees upon expiration of the term of or termination of the Services and/or Related Software. Upon cancellation, you will no longer have access to the Services and/or Related Software and all information and data contained within your Account will be deleted unless otherwise agreed to by you and HappyCo, in each case, subject to the requirements of applicable law. HappyCo accepts no liability for such deleted information or data to the extent permitted by applicable law. In all cases, HappyCo will only retain Account data to the extent required by applicable law.
If you cancel a subscription and later wish to resume a subscription to a Service and/or Related Software within a 12-month period from the date of cancellation then it is subject to a reactivation fee of no less than US$299.00. HappyCo does not backup Account data for more than 30 days after a cancellation and HappyCo may not be able to fully re-instate Account data.
The Services and/ Related Software include a maximum storage designated by the contract for each Account, and storage space in addition to this amount will submit you to additional fees as determined by HappyCo’s additional storage fees at the time. HappyCo will not be responsible for notifying you when your storage limit is approaching or has reached the permitted storage limit. HappyCo’s failure to notify you will not affect your responsibility for such additional storage charges. HappyCo reserves the right to establish or modify its general practices and limits relating to storage of user data. Extra data in excess of your storage limits will incur an additional monthly cost.
As part of the Services, Apps and Related Software, HappyCo may supply forms, templates and documents (collectively, “Forms”) for your convenience only. You agree that the Forms are not intended to provide and do not constitute legal or other professional advice or services of any nature to you or any third party. You acknowledge and agree that the Forms are provided to you on the basis that you understand and are solely responsible for the legal requirements surrounding their use in connection with real property management or for any other purpose (including without limitation, real property inspections) in your local, state and federal jurisdiction, and that any use or reliance on the Forms is at your own risk. You should consult an attorney before using or relying on the Forms for any purpose in your jurisdiction. In no event will HappyCo and its affiliates be liable for any damages of any kind or nature, expenses (including attorney’s fees and costs) or any claim arising from or in connection with your or any third party’s the use of the Forms.
The Website, Services, Apps and Related Software may contain links to third-party websites and services (“Third-Party Services”). Such Third-Party Service are not under the control of HappyCo, and HappyCo is not responsible for any Third-Party Services. HappyCo does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services. You use all Third-Party Services at your own risk, and should apply a suitable level of caution and discretion in doing so. When you use any of the Third-Party Services, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Services.
The Services, Apps and/or Related Software may allow you or third parties authorized by you to upload or provide to HappyCo images, photos, video, data, text, listings and other content (“User Materials”). By uploading or otherwise providing User Materials to the Services, Apps and/or Related Software you grant (on behalf of yourself and each third party authorized by you) HappyCo an irrevocable, perpetual, royalty-free worldwide license to: (i) use, copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, modify, exploit, prepare derivative works of or incorporate into other works, and translate your User Materials, in connection with the Services, Apps and Related Software without any obligation to account to you or compensate you for such use of User Materials; and (ii) sublicense these rights through multiple levels, to the maximum extent permitted by applicable law. HappyCo will not pay you for your User Materials or to exercise any rights related to your User Materials set forth in the preceding sentence. HappyCo may remove or modify your User Materials at any time. You are solely responsible for all User Materials made through your Account or that you otherwise make available through the Services, Apps and Related Software.
For all User Materials, you represent and warrant that you are the creator and owner of the User Materials, or have the necessary licenses, rights, consents, and permissions (including all permissions required under applicable privacy and intellectual property law) to authorize HappyCo and other users to access and use your User Materials as necessary to exercise the licenses granted by you under these Terms of Use.
HappyCo is under no obligation to edit or control your User Materials or the User Materials of any other end user and will not be in any way responsible or liable for any User Materials. HappyCo may, however, at any time and without prior notice, screen, remove, edit, or block any User Materials on the Services, Apps and Related Software, that in HappyCo’s sole judgment violate these Terms of Use or are otherwise objectionable.
You understand that when using the Services, you may be exposed to User Materials created or uploaded by third parties authorized by you and acknowledge that User Materials may be inaccurate, offensive, indecent, or objectionable. You agree (on your behalf on behalf of third parties authorized by you) to waive, and do waive, any legal or equitable right or remedy you may have against HappyCo with respect to User Materials. HappyCo expressly disclaims any and all liability in connection with User Materials. If HappyCo is notified that User Materials allegedly do not conform with these Terms of Use, HappyCo may investigate the allegation and determine in HappyCo’s sole discretion whether to remove the User Materials, which HappyCo reserves the right to do at any time and without notice.
THE SERVICES, APPS AND RELATED SOFTWARE (INCLUDING WITHOUT LIMITATION, THE FORMS, ANY DATA CONTENT AND MEDIA MADE AVAILABLE AS A PART THEREOF) ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. HAPPYCO, AND ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, SERVICE PROVIDERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICES, APPS AND RELATED SOFTWARE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) THE USE OF THE SERVICES, APPS AND RELATED SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (C) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (D) ANY DATA, MEDIA, CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) THE RESULTS OF USING THE SERVICES, APPS AND RELATED SOFTWARE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. YOUR USE OF THE SERVICES, APPS AND RELATED SOFTWARE IS SOLELY AT YOUR OWN RISK.
THE SERVICES, APPS AND RELATED SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18 USC 2701-2711): COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE WEBSITE, SERVICES, APPS OR RELATED SOFTWARE OR ANY PROPERTY LINKED TO THE FOREGOING.
You will defend, indemnify, and hold harmless HappyCo, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers, licensors, licensees, and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to (a) your use or misuse of, or access to, the Website, Services, Apps, Related Software, and User Materials (including the provision of any User Materials by you or any third party permitted by you), or otherwise from any use or access of the foregoing, (b) your violation of the Terms of Use, (c) infringement by you, or any third party using your Account, of any intellectual property or other right of any person or entity, (d) a third party directed or authorized by you to create User Materials, (e) the use of the User Materials by HappyCo as expressly set forth in these Terms of Use and (f) any breach of these Terms of Use by you or any party acting on your behalf or at your request. HappyCo reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with HappyCo in asserting any available defenses.
IN NO EVENT SHALL HAPPYCO, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE WEBSITE, SERVICES, APPS AND RELATED SOFTWARE (INCLUDING, WITHOUT LIMITATION, ANY USER MATERIALS AND FORMS) (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE), (III) FOR YOUR RELIANCE ON THE SERVICE OR (IV) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00) OR, IF GREATER, THE FEES PAID BY YOU FOR THE SERVICE IN THE PRECEDING SIX (6) MONTH PERIOD. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
These Terms of Use will be construed in accordance with and governed by the laws of the United States and the State of California, without reference to their rules regarding conflicts of law. You hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts in San Francisco County, California or the United States District Court for the Northern District of California, for any actions not subject to arbitration as set forth below. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and HappyCo are each waiving the right to a trial by jury and the right to participate in a class or multi-party action. This arbitration provision will survive termination of these Terms of Use and the termination of your Account.
For any dispute you have with HappyCo, you agree to first to contact HappyCo at legal@happy.co and attempt to resolve the dispute with HappyCo informally. If HappyCo has not been able to resolve the dispute with you informally, each party agrees to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms of Use by binding arbitration by JAMS ("JAMS") under the JAMS Streamlined Arbitration Rules and Procedures will apply for disputes of less than $50,000, and the JAMS Comprehensive Arbitration Rules will apply for disputes involving $50,000 or more, and in either instance the JAMS Optional Expedited Arbitration Procedures will apply. Unless you and HappyCo agree otherwise, the arbitration will be conducted in the county where you reside. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, except that HappyCo will pay for your reasonable filing, administrative, and arbitrator fees if your claim for damages does not exceed $50,000 and is non-frivolous (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)); provided, however, if the arbitrator determines that the claims you assert in arbitration are frivolous, you agree to reimburse HappyCo for all cost and expenses advanced and paid by HappyCo that you would have otherwise been obligated to pay under the applicable arbitration rules. The award rendered by the arbitrator will include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section will prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property or unauthorized access to the Service.
ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS HAPPYCO AGREES OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND HAPPYCO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Any arbitration must be commenced by filing a demand for arbitration with the JAMS within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim; and there will be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
Notwithstanding the above, you or HappyCo may choose to pursue a dispute in court and not by arbitration if (a) the dispute is initiated in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU AGREE TO THESE TERMS OF USE (“Opt-Out Deadline"). You may opt out by mailing a written notification to HappyCo, Attn: Legal Department, 5857 Owens Avenue Suite 300, Carlsbad, CA 92008. Your written notification must include (a) your name, (b) your address, and (c) a clear statement that you do not wish to resolve disputes through arbitration. Your decision to opt-out will have no adverse effect on your relationship with HappyCo. You are responsible for ensuring HappyCo’s receipt of your opt out notice, and you therefore may wish to send a notice by means that provide a written receipt. Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your dispute in arbitration or small claims court.
You and HappyCo agree that if any portion this Section is found illegal or unenforceable, that portion will be severed and the remainder of the Section will be given full force and effect.
Unless presented with a written agreement stating otherwise, HappyCo may use your company or organization’s logo and or/trademark on the Website and in other marketing and promotional materials.
If, for whatever reason, a court of competent jurisdiction finds any term or condition in these Terms of Use to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any breach of any provision of these Terms of Use will constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving party.
These Terms of Use, and any amendments and any additional agreements, such as the Supplemental Terms, you may enter into with HappyCo in connection with the Website, Services, Apps and Related Software, will constitute the entire agreement between you and HappyCo concerning the Products and Services. Any additional or different terms or conditions in relation to the subject matter of the Terms of Use in any written or oral communication from you to HappyCo are void. You represent that you have not accepted these Terms of Use in reliance on any oral or written representations made by HappyCo that are not contained in this Terms of Use. If any provision of these Terms of Use is deemed invalid, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms of Use will remain in full force and effect.
HappyCo reserves the right to determine the form and means of providing notifications to you, and you agree to receive legal notices electronically if HappyCo so chooses. HappyCo may revise these Terms of Use from time to time and the most current version will always be posted on the Website. If a revision, in HappyCo’s sole discretion, is material HappyCo will notify you. By continuing to access or use the Website, Services, Apps and/or Related Software after revisions become effective, you agree to be bound by the revised Terms of Use. If you do not agree to the new terms, your only your sole remedy and recourse is to discontinue use of the Website, Services, Apps and all Related Software.
If you have any comment or questions regarding these Terms of Use, you may contact HappyCo at the following:
HappyCo
Attention: Terms of Use – Administrator
5857 Owens Avenue Suite 300
Carlsbad, CA 92008
Or at the following e-mail: legal@happy.co