TERMS

 

Applicable Terms

Thanks for using Happily to help you plan your special event. This Terms of Service Agreement (“Terms”) dated January 01, 2015, is made between Happily Company, Inc., d/b/a/ Happily (“Happily”) located at 453 S. Spring Street, Suite 333, Los Angeles, California 90013, USA and any person (“You” or “Your”) who completes the registration process to open and maintain an account with Happily’s Pro Planning Tool (“Tool”). You and Happily are collectively referred to as the “Parties.”

To use Happily’s Service, it is necessary that you agree to the Terms. Please read the Terms carefully. If you do not fully accept the Terms, you may not use our Tool.

Please note that these Terms are separate to any additional terms which may be applicable between (a) you and the third-party website through which you are accessing using Happily’s Tool; and/or (b) you and any Provider. Such additional terms may include provisions in respect of the ownership or licensing of intellectual property rights. Any and all such terms (including in relation to intellectual property rights) are between you and the third-party website operator and/or the Provider, and Happily does not have any responsibility or liability to you in respect of such terms.

Description of Services

Happily helps you organize events by allowing you to browse, locate, schedule, update, and/or order services. Some services may be offered by Happily while others may be made available by third parties (each referred to as a “Provider”).

Important Disclaimers

The Tool is proprietary to Happily and protected by intellectual property laws and international intellectual property treaties. Your access to the Tool is licensed and not sold. Subject to the Terms set forth in this Agreement, Happily agrees to provide You with a personal, non-transferable and non-exclusive account enabling You to access and use the Tool.

Happily does not represent or endorse and will not be responsible for: (a) the reliability or performance of any third-party Provider; (b) the safety, quality, accuracy, reliability, integrity or legality of any goods or services offered or provided by a third-party Provider; or (c) the truth or accuracy of the description of any goods or services offered or provided by a third-party Provider, or of any advice, opinion, offer, proposal, statement, data or other information provided by a third-party Provider displayed, distributed, or purchased through Happily’s website(s).

Happily disclaims all liability for the actions, errors or omissions of third-party Providers.

We recognize that in some countries, you might have legal rights as a consumer. If you are using Happily for a personal purpose, then nothing in these Terms limits any consumer legal rights which may not be waived by contract.

Verifying Provider Details

In ordering services, You will make the actual selections of Providers and implement those selections. Although Happily may in some instances attempt to verify certain information provided by Providers, Happily has no obligation to do so and makes no representations regarding the accuracy of such verification. It is your responsibility to verify the identity, qualifications and status of a Provider.

Basic Use Requirements

To use Happily’s Tool, you will need a device capable of Internet access.

You have provided and will provide accurate and complete registration information, including without limitation, Your legal name, address and telephone number.

You acknowledge and agree that from time to time the Service may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Happily may undertake from time to time; or (iii) causes beyond the control of Happily or which are not reasonably foreseeable.

Age Restrictions

In order to use the Tool you must be 13 years of age or older. If you are between 13 and 18 years of age, you must have your parent or legal guardian’s permission to use the Tool. You must not access the Tool or accept these Terms if you are a person who is either barred or otherwise legally prohibited from receiving or using the Tool under the laws of the country in which you are resident or from which you access or use the Tool.

Purchasing a Service

In order to schedule certain services, you may be required to provide information about yourself such as your name, address, and billing details to Happily. Happily’s Privacy Policy explains how we treat your personal data and protect your privacy when using the Tool. You agree that any such information you provide to Happily will always be accurate, correct and up to date.

When you schedule a service, you are committing to purchase that service from the Provider, so please review the service description carefully before purchasing it. A Provider may change the pricing and availability of a service at any time before you purchase it. A Provider may also post rescheduling and cancellation policies in the service description that may limit your ability to reschedule or cancel the service without penalty.

Payments

Happily may make available to you various payment processing methods to facilitate the purchase of a service. You must abide by any relevant terms and conditions or other legal agreement, whether with Happily or a third party, that governs your use of a given payment processing method. Happily may add or remove payment processing methods at its sole discretion and without notice to you.

Once your purchase is complete, Happily or Happily’s payment processor may charge your credit card or other form of payment that you indicate for any service ordered, along with any additional applicable amounts (including any Taxes). “Taxes” means any duties, customs fees, VAT or other taxes such as withholding taxes (other than income tax) associated with the use of a Tool, including any related penalties or interest. You agree to pay and are solely responsible for all amounts due for your purchase of a service, including Taxes.

Compliance

You must comply with any and all applicable tax laws, including the reporting and payment of any Taxes arising in connection with your use of any services accessed by the Tool. The reporting and payment of any such applicable Taxes are your responsibility.

Data

Happily or its agents may access and review Tool messages, chat transcripts, or other private information in the Tool to provide customer service, review claims of misuse, and for other reasons in accordance with the Happily Privacy Policy, unless stated otherwise.

You agree that Happily may list You as a client on its website, on publically available customer lists, and on media releases. Additionally, You hereby grant and convey to Happily all rights, title, and interest in any and all photographic images and video or audio recordings made by Happily that include You. Further, You hereby authorize Happily to use Your likeness and/or image in any all publications, promotional materials, advertising, news media and World Wide Web materials. You agree that Happily owes you no compensation with respect to any of the foregoing.

Prohibited Uses

You are solely responsible for any and all acts and omissions that occur under Your account or password, and You agree not to engage in unacceptable use of the Services, which includes, without limitation, use of the Services to: (a) disseminate, store or transmit unsolicited messages, chain letters or unsolicited commercial email; (b) disseminate or transmit material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; (c) disseminate, store, transmit files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person; (d) create a false identity or to otherwise attempt to mislead any person as to the identity or origin of any communication; (e) export, re-export or permit downloading of any message or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses or exemptions; (f) interfere, disrupt or attempt to gain unauthorized access to other accounts on the Service or any other computer network; (g) disseminate, store or transmit viruses, Trojan horses, or any other malicious code or program, or (h) engage in any other activity deemed by Happily to be in conflict with the spirit or intent of this Agreement.

Disclaimer of Warranties: Limitation of Liability

THE WARRANTIES STATED IN THESE TERMS ARE IN LIEU OF ALL OTHER WARRANTIES GIVEN BY HAPPILY TO YOU, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.

UNDER NO CIRCUMSTANCES SHALL HAPPILY BE LIABLE TO USER OR ANY OTHER PERSON FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICE OF THE INTERNET GENERALLY, INCLUDING, WITHOUT LIMITATION, YOUR USE OR INABILITY TO USE THE SERVICES, ANY CHANGES TO OR INACCESSIBILITY OF THE SERVICES, DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH THE SERVICES OR ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE SERVICES, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE. IN NO EVENT SHALL HAPPILY’S TOTAL LIABILITY FOR DIRECT DAMAGES EXCEED THE TOTAL FEES PAID BY YOU TO HAPPILY. SOME STATES PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE FOR YOU TO DISCONTINUE USE OF THE SERVICES AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS, AND AT WHICH POINT YOU MAY BE ENTITLED TO A REFUND.

Indemnification

You agree to hold Happily free and harmless from any and all third-party claims (including attorney’s costs to defend against such claims) arising from the services performed under this Agreement, except to the extent that such claims arise solely from the gross negligent or willful misconduct of Happily as determined by a court.

Applicable Law; Severability

The Parties agree that any dispute in the meaning, effect or validity of this Agreement shall be resolved in accordance with the laws of the State of California without regard to the conflict of laws provisions thereof. The Parties further agree that if one or more provisions of this Agreement are held to be illegal or unenforceable under applicable California law, such illegal or unenforceable portion(s) shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable with its terms.

About these Terms

We may modify these Terms to, for example, reflect changes to the law or changes to our services. You should look at the Terms regularly. We’ll post notice of modifications to these Pro Planning Tool Additional Terms for Customers on this page. Changes will not apply retroactively and will become effective no sooner than fourteen days after they are posted. However, changes addressing new functions or changes made for legal reasons will be effective immediately. If you do not agree to the modified terms, you should discontinue your use of Tool.