This agreement governs your use of our services.
If you register for a free trial four our services, the applicable provisions of this agreement will
also govern that free trial.
By accepting this agreement, either by clicking a box indicating your acceptance, clicking "Join Now",
"Join HappAppily", "Sign Up" or similar, registering, pre-registering, accessing or using our services
(including HappAppily web app, HappAppily mobile app, Instant Connect widget, Partner Portal, or any
content or information provided as part of these services, collectively, "Services");
you are entering into a legally binding agreement and agree to the terms of this agreement, Our Do's and
Don'ts. If you are entering into this agreement on behalf of a company or other legal entity (such as a
Partner would), you represent that you have the authority to bind such entity and its affiliates to
these terms and conditions, in which case the terms "you" or "your" shall refer to such entity and its
affiliates. If you do not have such authority, or if you do not agree with these terms and conditions,
you must not accept this agreement and may not use the Services. If you do not agree to this Agreement,
do NOT click "Sign Up" (or similar) and do not access or otherwise use any of our Services.
Registered users of our Services are "Members" and unregistered users are "Visitors".
This Agreement applies to both
You may not access the Services if You are Our direct competitor, except with Our prior written consent.
In addition, You may not access the Services for purposes of monitoring their availability, performance
or functionality, or for any other benchmarking or competitive purposes.
This Agreement was last updated on July 31, 2016. It is effective between You and Us as of the date of
You accepting this Agreement.
- Free Trial
- Our Responsibilities
- Use of the Services and Content
- Non-HappAppily Providers
- Fees and Payment for Services
- Proprietary Rights and Licenses
- Representations, Warranties, Exclusive Remedies and Disclaimers
- Mutual Indemnification
- Limitation of Liability
- Term and Termination
- Who You Are Contracting With, Notices, Governing Law and Jurisdiction
- General Provisions
- Dos and Don'ts
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or
is under common control with the subject entity. “Control”, for purposes of this definition, means
direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
"Beta Services" means HappAppily services or functionality that may be made available
to Customer to try at its option at no additional charge which is clearly designated as a beta, pilot,
limited release, developer preview, non-production, evaluation, or by similar description.
"Content" means information obtained by HappAppily from publicly available sources or
third party content providers and made available to Customer through the Services or Beta Services.
"Malicious Code" means code, files, scripts, agents or programs intended to do harm,
including, for example, viruses, worms, time bombs and Trojan horses.
"Marketplace" means an online directory, catalog or marketplace of applications that
interoperate with the Services.
"Non-HappAppily Application" means a web-based, mobile, offline or other software
application functionality that is provided by You or a third party and interoperates with the Service.
"Order" means an online order specifying the Services, such as Auto Assistant enabled
Users and locations, to be provided hereunder that is entered into between You and Us or any of Our
Affiliates, including any addenda and supplements thereto. By entering into an Order hereunder, an
Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
"Ordered Services" means Services, such as Auto Assistant enabled Users and locations,
that You or Your Affiliate purchase under an Order, as distinguished from those provided pursuant to a
"Services" means the products and services that are used by You, ordered by You under
an Order or provided to You under a free trial, and made available online by Us, including associated
HappAppily offline or mobile components. “Services” exclude Content and Non-HappAppily Applications.
"User" means an individual who is authorized by You to use a Service, and to whom You (or, when applicable, Us at Your request) have supplied a user identification and password (for Services utilizing authentication). Users may include, for example, Your employees, consultants, contracts and agents, and third parties with which You transact business.
"We", "Us", or "Our" means the HappAppily company described in the section Who You Are Contracting With, Notices, Governing Law and Jurisdiction).
"You" or "Your" means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity which have submitted Orders.
"Your Data" means electronic data and information submitted by or for the Customer to the Services, excluding Content and Non-HappAppily Applications.
If You register on Our website for a free trial, We will make one or more Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which You registered to use the applicable Service(s) or (b) termination by US in our sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
Any data You enter into the Services, and any customizations made to the Services by or for You, during Your free trial will be permanently lost unless you purchase an Order for the same Services as those covered by the trial.
Notwithstanding Representations, Warranties, Exclusive Remedies and Disclaimers, during the free trial the Services are provided “as-is” without any warranty.
||Provision of Purchased Services. We will (a) make the Services and Content available to You pursuant to this Agreement and the applicable Order, (b) use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which We shall give advance electronic notice via email or HappAppily’s website, and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, Non-HappAppily Application, or denial of service attack.
||Protection of Your Data. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by Our personnel except (a) to provide the Ordered Services and prevent or address service or technical problems, (B) as compelled by law in accordance with section Compelled Disclosure below, or (c) as You expressly permit in writing.
||Our Personnel. We will be responsible for the performance of Our personnel (including Our employees and contractors) and their compliance with Our obligations under this Agreement, except as otherwise specified herein.
||Beta Services. From time to time, We may make Beta Services available to You at no charge. Ou may choose to try such Beta Services or not in Your sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. Beta Services are not considered “Services” under this Agreement, however, all restrictions, Our reservation of rights and Your obligations concerning the Services, and use of any related Non-HappApily Applications and Content, shall apply equally to Your use of Beta Services. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year form the trial start date or the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.
||Use Of Services And Content
||Service Eligibility. To use the Services, You agree that: (1) You must be the “Minimum Age” (Defined below) or older; (2) You will only have one HappAppily account, which must be in Your real name; and (3) You are not already restricted by HappAppily from using the Services. “Minimum Age” means (a) 18 years old for the People’s Republic of China, (b) 16 years old for the Netherlands, (c) 14 years old for the United States, Canada, Germany, Spain, Australia and South Korea, and (d) 13 years old for all other countries. However, if law requires that you must be older in order for HappAppily to lawfully provide the Services to you (including the collection, storage and use of your information) then the Minimum Age is such older age. The Services are not for use by anyone under the age of 13.
||Your Membership. As between you and others, Your account belongs to You. You agree to: (1) try to choose a strong and secure password; (2) keep Your password secure and confidential; and (3) follow the law. You are responsible for anything that happens through Your account unless You close it or report misuse. Note that for Your employee perspective added by Your employer, the employer controls Your employee perspective, owns data, relationships, and communications for Your employee perspective, and can delete Your employee perspective at any time.
||Notices And Service Messages. You agree that We may provide notices to you in the following ways: (1) a banner notice on the Service, or (2) an email sent to an address You provided, or (3) through other means including mobile number, telephone, or mail. You agree to keep Your contact information up to date.
||Sharing, Messages And Perspectives. Our Services allow sharing of Your or Your User’s information in several ways. Information and Content that you provide (such as contact information) may be seen by other Members or, if public, by Visitors. Messages you send or receive from your personal perspective are private. Messages you send or receive from your professional perspective are under the control of your employer. We are not obligated to publish any information or Content on our Service and can remove it in our sole discretion, with or without notice.
||Adding And Notifying Users. As part of the Service, We permit You to add, edit, and delete Users from Your HappAppily Page. You will not add a user in violation of the User Eligibility section. When You add a User You represent that You have authority to do so (such as adding a current employee of Your company). You will not add Users You do not have authority to add (such as non-current employees, employees of other companies, and fictional employees). It is Your responsibility to maintain updated contact information for Users and remove any Users that are no longer associated with You (such as former employees) within a commercially reasonable time. When You add or edit a User, you are granting Us permission to notify the User via email.
||Adding Locations. As part of the Service, We permit You to add, edit, and delete locations from Your HappAppily Page. When You add a location You represent that You have authority to do so (such as a brick-and-mortar location in which You currently conduct business). You will not add locations You do not have authority to add (such as a non-current locations, locations of other companies, and fictional locations). It is Your responsibility to maintain updated contact information for locations and remove any locations that are no longer associated with You (such as closed or relocated locations) within a commercially reasonable time.
||Adding And Notifying Customers. As part of the Service, We permit You add, edit, and delete customer records. When You add a customer record You represent that contact information provided belongs to a current customer. You will not provide contact information that does not belong to one of Your current customers. It is Your responsibility to (i) maintain updated contact information for customers and remove any contact information or customer records no longer associated with You (such as after a customer churns) within a commercially reasonable time and (ii) maintain updated points of contact for every customer record (such as current User or location contact) within a commercial reasonable time. When You add or edit a customer record, you are granting US permission to notify the customer via email or mobile when you choose to notify the customer.
||Subscriptions. Unless otherwise provided in the applicable Order, (a) Services, such as Auto Assistant enabled Users and locations, are ordered as subscriptions and (b) additional subscriptions may be ordered at any time at the same pricing as the underlying subscription pricing, prorated for that month.
||Usage Limits. Services are subject to usage limits, including, for example, the quantities of Auto Assistant enabled Users and locations specified in Orders. Unless otherwise specified, (a) a User’s password may not be shared with any other individual and (b) except as set forth in an Order, a User identification may only be reassigned to a new individual replacing one who will no longer use the Service.
||Your Responsibilities. You will (a) be responsible for Users’ compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify Us promptly of any such unauthorized access or use, (d) use Services only in accordance with this Agreement, Orders and applicable laws and government regulations, and (e) comply with terms of service of any Non-HappAppily Applications with which You use Services.
||Usage Restrictions. You will not (a) make any Service available to, or use any Service for the benefit of, anyone other than You or Users, unless permitted through a Partner relationship (see our Partner Agreement), (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service unless permitted through a Partner relationship, (c) use the Service or Non-HappAppily Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service or Non-HappAppily Application to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or its related systems or networks, (g) permit direct or indirect access to or use of any Service in a way that circumvents a contractual usage limit, or use any of Our Services to access or use any of Our intellectual property except as permitted under this Agreement or an Order, copy a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order, (j) frame or mirror any part of any Service or Content, other than framing on Your own intranets or otherwise for Your own internal business purposes, (k) access any Service or Content in order to build a competitive product or service or to benchmark with a Non-HappAppily product or service, or (l) revers engineer any Service (to the extent such restriction is permitted by law). Any use of the Services in breach of this Agreement or Order, by You or Users that in Our judgment threatens the security, integrity or availability of Our services, may result in Our immediate suspension of the Services, however We will use commercially reasonable efforts under the circumstances to provide You with notice and an opportunity to remedy such violation or threat prior to such suspension.
||Removal of Content and Non-HappAppily Applications. If We are required by a licensor to remove Content, or receive information that Content provide to You may violate applicable law or third-party rights, We may so notify You and in such event You will promptly remove such Content.
||We or third parties may make available third-party products or services, including, for example, Non-HappAppily Applications and implementation and other consulting services. Any acquisition by You of such products or services, and any exchange of data between You and any Non-HappAppily provider, product or service is solely between You and the applicable Non-HappAppily provider. We do not warrant or support Non-HappAppily Applications or other Non-HappAppily products or services, unless expressly stated in writing.
||Non-HappAppily Applications and Your Data. If you choose to use a Non-HappAppily Application with the Service, You grant Us permission to allow the Non-HappAppily Application and its provider to access Your Data as required for the interoperation of the Non-HappAppily Application with the Service. We are not responsible for any disclosure, modification or deletion of Your Data resulting from access by such Non-HappAppily Application or its provider.
||Integration with Non-HappAppily Applications. The Services may contain features designed to interoperate with Non-HappAppily Applications. To use such features, You may be required to obtain access to such Non-HappAppily Applications from their providers, and may be required to grant Us access to Your account(s) on such Non-HappAppily Applications. We cannot guarantee the continued availability of such Service features, and may cease providing them without entitling You to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non-HappAppily Application ceases to make the Non-HappAppily Application available for interoperation with the Service features in a manner acceptable to Us.
||Fees And Payments For Ordered Services
||Fees. You will pay all fees specified in Orders. Except as otherwise specified herein or in an Order, (i) fees are based on Service subscriptions purchased, such as Auto Assistant enabled Users and locations, and not actual usage and (ii) payment obligations are non-cancelable and fees paid are non-refundable. Quantities purchased, such as number of Auto Assistant enabled Users and locations, can be decreased mid-month and relevant fees prorated for that time.
||Invoicing and Payment. You will provide Us with valid and updated credit card information. You authorize Us to charge such credit card for all Ordered Services listed in the Order on a recurring monthly basis until Ordered Services are cancelled. Such charges shall be made monthly for the previous month’s subscriptions, including prorated time. In the event that We are unable to charge your credit card, charges are due net 10 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
||Overdue Charges. If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies those charges may accrue later interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.
||Suspension of Service. If any amount owing by You under this or any other agreement for Our Services is 10 or more days overdue, We may, without limiting Our other rights and remedies, suspend Our services to You until such amounts are paid in full.
||Payment Disputes. We will not exercise Our rights under sections Overdue Charges or Suspension of Service above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
||Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this section Taxes, We will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.
||Future Functionality. You agree that Your Orders are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features.
||Proprietary Rights And Licenses
||Reservation of Rights. Subject to the limited rights expressly granted hereunder, We and Our licensors and Content Providers reserve all of Our/their right, title and interest in and to the Services and Content, including all of Our/their intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
||Access To And Use of Content. You have the right to access and use applicable Content subject to the terms of applicable Orders and this Agreement.
||License To Host Your Data And Applications. You grant Us, Our Affiliates and applicable contractors a worldwide, limited-term license to host, copy, transmit and display Your Data, and any Non-HappAppily Applications and program code created by or for You using the Service or for use by You with the Service, as reasonably necessary for Us to provide the Service in accordance with this Agreement. Subject to the limited licenses granted herein, We acquire no right, title or interest from You or Your licensors under this Agreement in or to any of Your Data, Non-HappAppily Application or such program code.
||License To Use Feedback. You grant to Us and Our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into Our and/or Our Affiliates’ services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Users relating to the operation of Our or Our Affiliates’ services.
||Brand Guidelines. . Our core identity is the HappAppily logo. It is important this is used correctly. The HappAppily logo is available for both print and screen (web, TV, etc.) use. The blue and orange logo is the preferred logo treatment.
||Definition of Confidential Information. "Confidential Information" means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of the disclosure. Your Confidential Information includes Your Data; Our Confidential Information includes the Services and Content; and Confidential Information of each party includes the terms and conditions of this Agreement and all Orders (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was know to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
||The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, We may disclose the terms of this Agreement and any applicable Order to a subcontractor or Non-HappAppily Application Provider to the extent necessary to perform Our obligations to You under this Agreement, under terms of confidentiality materially as protective as set forth herein.
||Compelled Disclosures. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
||Representations, Warranties, Exclusive Remedies and Disclaimers
||Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
||Our Warranties. We warrant that during subscription time (a) this Agreement will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, (b) We will not materially decrease the overall security of the Services, (c) subject to the section Integration with Non-HappAppily Applications, We will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Your exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections.
||Disclaimers. Except as expressly provided herein, neither party makes any warranty of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty or merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law. Content and Beta Services are provided “as is,” exclusive of any warranty whatsoever. Each party disclaims all liability and indemnification obligations for any harm or damages caused by any third-party hosting providers.
||Indemnification By Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that any Service infringes or misappropriates such third party’s intellectual property rights (a "Claim Against you"), and will indemnify You from any damages, attorney fees and costs finally awarded against you as a result of, or for amounts paid by You under a settlement approved by Us in writing of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except when We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to a Service, We may in Our discretion and at no cost to You (i) modify that Service so that it is no longer claimed to infringe or misappropriate, without breaching Our warranties under the section HappAppily Warranties, (ii) obtain a license for Your continued use of that Service in accordance with this Agreement, or (iii) terminate Your subscription, access, or use of that Service. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Content, a Non-HappAppily Application or Your use of the Services in violation of this Agreement or applicable Orders.
||Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that any of Your Data infringes or misappropriates such third party’s intellectual property rights, or arising from your use of the Services or Content in violation of the Agreement, Orders or applicable law (each a "Claim Against Us"), and You will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a settlement approved by You in writing of, a Claim Against Us, provided We (A) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.
||Exclusive Remedy. This section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this section.
||Limitation of Liability
||Limitation of Liability. In no event shall the aggregate liability of each party together with all of its Affiliates arising out of or related to this Agreement exceed the total amount paid by You and Your Affiliates hereunder for the Services giving rise to the liability in the twelve months preceding the first incident out of which the liability arose. The foregoing limitation will apply whether an action in in contract or tort and regardless of the theory of liability, but will not limit Your and Your Affiliates’ payment obligations under the Fees And Payment section.
||Exclusion of Consequential And Related Damages. In no event will either party or its Affiliates have any liability arising out of or related to this Agreement for any lost profits, revenues, goodwill, or indirect, special, incidental, consequential, cover, business interruption or punitive damages, whether an action in in contract or tort and regardless of the theory of liability, even if a party or its Affiliates have been advised of the possibility of such damages or if a party’s or its Affiliates remedy otherwise fails of its essential purpose. The foregoing disclaimer will not apply to the extent prohibited by law.
||Term And Termination
||Term of Agreement. This Agreement commences on the date You first accept it and continues until all subscriptions and use has been terminated.
||Term of Purchased Subscriptions. The term of each subscription shall have no limit except as otherwise specified in an Order. You may add or remove Ordered Services, such as Auto Assistant enabled Users and locations, at any time.
||Termination. You may terminate Services and this Agreement at any time. We may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if either party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
||Payment upon Termination. If this Agreement is terminated by either You or Us in accordance with section Termination, We shall charge your account a final invoice for all Ordered Services for that month prorated through the date of termination. In no event will termination relieve You of Your obligation to pay any fees accrued or payable to Us prior to the termination date.
||Your Data Portability And Deletion. Upon request by You made within 30 days after the effective date of termination or expiration of this Agreement, we will make Your Data available to You for export or download. After such 30-day period, We will have no obligation to maintain or provide any Your Data, and will thereafter delete or destroy all copies of Your Data in Our systems or otherwise in Our possession or control, unless legally prohibited.
||Surviving Provisions. The sections tilted Fees And Payment, Property Rights And Licenses, Confidentiality, Disclaimers, Mutual Indemnification, Limitation of Liability, Payment Upon Termination, Your Data Portability And Deletion, Removal of Content And Non-HappAppily Applications, Surviving Provisions, and General Provisions will survive any termination or expiration of this Agreement.
||Who You Are Contracting With, Notices, Governing Law And Jurisdiction
||General. You are contracted with HappAppily, Inc., a Texas Corporation. Notices should be addressed to 219 E Craig Pl, San Antonio, TX 78212. The governing law is Texas and controlling United States federal law. The courts having exclusive jurisdiction are San Antonio, Texas, U.S.A.
||Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c) except for notices of termination or an indemnifiable claim ("Legal Notices"), which shall clearly be identifiable as Legal Notices, the ay of sending by email. Billing-related notices to You will be addressed to the relevant billing contact designated by You.
||Agreement to Governing Law And Jurisdiction. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable court above.
||No Agency. For the avoidance of doubt, We are entering into this Agreement as principal and not as agent for any other HappAppily company. Subject to any permitted Assignment under section Assignment, the obligations owed by Us under this Agreement shall be owed to You solely by Us and the obligations owed by You under this Agreement shall be owed solely to Us.
||Export Compliance. The Services, Content, other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any US government denied-party list. You shall not permit Users to access or use any Service or Content in a US embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any US export law or regulation.
||Anti-Corruption. You agree that You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Value-add partner payments, reasonable gifts, and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Our Legal Department at email@example.com.
||Entire Agreement And Order of Precedence. This Agreement is the entire agreement between You and us regarding Your use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in Your purchase order or in any other of Your order documentation (excluding Orders) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order and (2) this Agreement.
||Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (together with all Orders), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, We will charge You any accrued fees for that month up to the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
||Relationship of The Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
||Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
||Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
||Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
||Dos and Don’ts
Dos. You Agree That You Will:
- Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements;
- Provide accurate information to us and keep it updated;
- Use Your real name on you profile;
- Use the Services in a professional manner.
Don’ts. You Agree That You Will Not:
- Act dishonestly or unprofessionally, including by posting inappropriate, inaccurate, or objectionable content or Data;
- Add content that is not intended for, or inaccurate for, a designated field (e.g. submitting a telephone number in the “title” or any other field, or including telephone numbers, email addresses, street addresses or any personally identifiable information for which there is not a field provided by HappAppily);
- Use an image that is not Your likeness for your profile;
- Create a false identity on HappAppily;
- Misrepresent Your identity, including but not limited to the use of a pseudonym;
- Use or attempt to use another’s account;
- Harass, abuse or harm another person;
- Send spam or other unwelcomed communications to others;
- Scrape or copy information through any means (including crawlers, browser plugins and add-ons, and any other technology or manual work);
- Act in an unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable manner;
- Disclose information that you do not have the right to disclose (such as confidential information of other (including Your employer);
- Violate intellectual property rights of others, including patents, trademarks, trade secrets, copyrights or other proprietary rights;
- Violate the intellectual property or other rights of HappAppily, including, without limitation, using the work “HappAppily” or our logos in any business name or email except as provided in the Brand Guidelines;
- Post or send anything that contains software viruses, worms, or any other harmful code;
- Create a HappAppily Page, provide content, message, advertise, or solicit for “pyramid schemes”, fraud, similar practices;
- Create a HappAppily Page, provide content, message, advertise, or solicit for objectionable commerce, whether legal or illegal;
- Manipulate identities in order to disguise the origin of any message or post transmitted through the Services;
- Copy or use the information, content, or data of others available on the Service (except as expressly authorized);
- Copy or use the information, content, or data on HappAppily in connection with a competitive service (as determined by HappAppily);
- Copy, modify or create derivative works of HappAppily, the Service or any related technology (Except as expressly authorized by HappAppily);
- Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services or any related technology, or any part thereof;
- Remove any copyright, trademark or other proprietary rights notices contained in or on our Service;
- Use manual or automated software, devices, scripts robots, other means or processes to access, “Scrape”, “crawl”, or “spider” the Services or any related data or information;
- Monitor the Services’ availability, performance or functionality for any competitive purpose;
- Engage in “framing”, “mirroring” or otherwise simulating the appearance or function of the Services;
- Access the Services except through the interfaces expressly provided by HappAppily (such as HappAppily.com, its mobile app, and the Instant Connect widget);
- Override any security feature of the Service; and/or
- Interfere with the operation of, or place an unreasonable load on, the Services (e.g., spam, denial of service attack, viruses, gaming algorithms).