SERVICES AGREEMENT

This SERVICES AGREEMENT (“Agreement”), updated on July 21, 2017 is made between Happily Company, Inc., d/b/a/ Happily (“Happily”) and any person (“You” or “Your”) who elects to hire Happily.  You and Happily are collectively referred to as the “Parties.”

BY PROVIDING PAYMENT TO HAPPILY, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE AGREEMENT.  IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, HAPPILY WILL PROMPTLY CANCEL THIS TRANSACTION AND YOU MAY NOT ACCESS, USE OR INSTALL ANY PART OF THE SERVICES.

I. Description of Services

a.      Happily connects You with independent service providers ("Provider" or jointly “Providers”) to execute Your designated plans for your upcoming event. 

b.   A Pre-Production Meeting is a consultation session executed either online, through phone, Skype, or in-person between You and a Happily representative. 

c.     A Production Memo or Call Sheet is a document created and distributed by Happily to inform and conduct Your service providers.  

d.     Happily’s website and recruitment platform (“Platform”) is proprietary software that contains privileged and sensitive information about our Providers, which Happily supplies at its own discretion.  

d.   Providers, Pre-Production Meetings, Production Memo, Call Sheet, and App shall individually be referred to as the “Service” and collectively as the “Services” in the Agreement.

II. Conditions of Service

a.      Happily understands that its role is to be an extension of Your team. You will make the actual selections of service providers and implement those selections.

b.      If You elect to use our Services, You will be responsible for communicating Your needs to us by completing your Pre-Production Meetings no later than 3 days before Your event.  

iii.   You agree to maintain any required insurance as stipulated by the venue or vendors. You further acknowledge that Happily will not maintain any insurance, such as event insurance or otherwise, on Your behalf.  You expressly agree that Happily shall not be held liable for any damages as a result of you not maintaining the proper type(s) and amount(s) of insurance.

iv.    Providers will require 15-minute breaks for every four hours on-site and will alternate their breaks so that one will always be available to You during your event.

v.    Providers will not lift any object over 25 pounds, be responsible for lighting any fireworks, food handling, operate heavy machinery, or be required to climb ladders.

vi.   Providers do not carry any petty cash to make additional purchases of alcohol or any other item that you may need during your event. If you require the Provider to leave the venue premises to purchase additional items, you must provide cash in the anticipated amount. Provider will return your remaining cash with a receipt upon their return.

vii.   Happily will use its professional judgment when taking action in regard to changes, weather, tardiness, nonperformance, etc. based on the situation, time limitations and/or Your wishes.

viii. You agree to provide meals for Providers for onsite work longer than a half-day in duration. These meals may be included in your meals provided from the caterer of your choice or a meal purchased from an alternate provider.

d.     If You engage or otherwise employ a Provider in any capacity during the term of this Agreement or within One (1) Year following the end of this Agreement, You will pay Happily a placement fee equal to Twenty Percent (20%) of the anticipated total compensation, including bonuses, for the first twelve (12) months of the employment or engagement.

III. Fees & Payment Schedule

a.     Rates & Payment.  You shall pay the rate in full upon delivery of the first day of each Provider to commence work. Any additional changes or requests fulfilled on-site will be presented in a final invoice at the end of the project and due in net 14 days.

b.    Provider Hours. Our day rates include a total of 10 hours onsite and require an uninterrupted 20 minute lunch break within the first five (5) hours as well as four (4) 15-minute breaks distributed throughout the day. Half day rates include a total of 5 hours onsite. Weekly rates include up to 20 hours of work. Monthly rates include up to 60 hours of work. Additional fees may apply if work duration exceeds what is included in the Provider package. Please contact a Happily representative if you require additional time.

c.       Travel Fees. You will be required to reimburse any parking or valet fees directly with the Provider unless you make payment arrangements in advance with your Team Lead. Travel fees of $150/day and a minimum of 1 night of hotel stay will apply when you require consecutive days of work with less than 8 hours of rest in between days and/or if Your venue is more than 100 miles away from the staff’s home base, which shall be defined as the location from which Provider maintains her or his primary office (the “Provider's Home Base”). If your venue is more than 300 miles away, you will be responsible for procuring Coach class flights for Providers.  Payment must be arranged in advance and directly with your Happily representative.

d.       Gratuity.  Gratuity is optional, and not included in the Provider payment. We suggest a rate of 20% of the fee for exceptional service. Payment may be made with a credit card at the time of payment or in cash direct to the Provider on the event day.

e.       Collection and Taxes.  All Fees, Taxes and other charges shall be billed to Your credit card at the current international currency conversion rate.  You shall be responsible for and shall pay Happily any tax, duty or levy of any kind, including interest and penalties (“Taxes”), whether imposed now or hereinafter by any governmental agency.  You shall promptly pay Happily in the event of any refusal of Your credit card issuer to pay any amount to Happily for any reason.  You agree to pay interest at the rate of 1.5% per month on any outstanding balance, together with the costs of collection, including attorney’s fees and costs.  In the event You fail to pay any amount, Happily may immediately suspend or terminate this Agreement and Your access to the Services.

f.     Guarantee. If you should find your Provider unsatisfactory at any point in time, we will replace the Provider with another that will satisfy your expectations (the “First Replacement”). Please direct this request to info@happily.io. If you are unsatisfied with the First Replacement, Happily will provide you with a second option and final replacement (the “Final Replacement”). If this Final Replacement is not approved, we may refund the full amount of your Payment upon closer review of the circumstance.  

IV. Service Terms and Limitations

a.      Description.  The Services are proprietary to Happily and are protected by intellectual property laws and international intellectual property treaties.  Your access to the Services is licensed and not sold.  Subject to timely payment of all Fees and the terms and limitations 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 Service.  

b.     Accessibility.  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.

c.      Equipment.  You are solely responsible for providing, maintaining, and ensuring compatibility with the Services, all hardware, software, electrical and other physical requirement for Your use of the Services, including without limitation, telecommunications and internet access connections and links, web browsers or other equipment, programs and services required to access and use the Services.

V. Security & Privacy.

a.      Security.  You shall be solely responsible for the security, confidentiality, and integrity of all messages and the content that You receive or transmit through or stores via the Services.  You shall be solely responsible for any authorized or unauthorized access to Your account by any person.  You agree to bear all responsibility for the confidentiality of Your password and all use or charges incurred from the use of the Services with Your password.

b.      Privacy.  When reasonably practicable, Happily will attempt to respect Your privacy.   Any information you disclose about You or Your use of the Services may be used by us for online and offline promotional and commercial uses, unless you expressly notify Happily by email. Please also see Happily’s Privacy Policy at https://happily.io/privacy.

c.      Publicity.  You agree that Happily may list You as a client on its website, on publicly 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 and its Vendors 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 for said uses You consent to per this Section V.c.

VI. Your Representation

You represent and warrant to Happily that (a) You are over the age of eighteen (18) and have the power and authority to enter into and perform Your obligations under this Agreement; (b) all information provided by You to Happily is truthful, accurate and complete; (c) You are the authorized signatory of the credit or charge card provided to Happily to pay the Fees; (d) You shall comply with the terms and conditions of this Agreement, including, without limitation, the provisions set forth at Section VII (Prohibited Uses) and the Privacy Policy[S2] ; and (e) You have provided and will provide accurate and complete registration information, including without limitation, Your legal name, address and telephone number.

VII. 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.

VIII. Limitation of Liability

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[SS4]  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 SECTION X, AND AT WHICH POINT YOU MAY BE ENTITLED TO A REFUND PURSUANT TO SECTION III, G AND H.

IX. 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.[M5]

X. Term/Termination

This Agreement will terminate automatically upon completion of the services required by this Agreement.  You may terminate this Agreement for any reason upon thirty (30) days prior notice to Happily.  Happily reserves the right, in its sole discretion and without notice, at any time and for any reason, to (a) suspend Your access to or use of all or any portion of the Services; or (b) terminate this Agreement.

XI. Miscellaneous

a. Independent Contractors.  The Parties and their respective personnel, are and shall be independent contractors and neither party by virtue of this Agreement shall have the right, power, or authority to act or create any obligation, express or implied, on behalf of the other party.

b. 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.

c. Entire Agreement.  This Agreement, its exhibits, and attachments referenced herein, contain the entire understanding and agreement of the Parties regarding its subject matter, superseding any and all previous understandings, contracts and agreements, whether written or oral.  The parties acknowledge that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not contained in this Agreement.  Any modification of this Agreement will be effective only if it is in writing signed by both Parties.

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. If you do not agree to the modified terms, you should discontinue the use of your account.