1.0 Terms

In accessing and using any services or products provided by HappiLyfe, you agree to the following Terms and Conditions (the “Agreement”). This Agreement is an agreement between you (the “User”) and HappiLyfe, LLC, (Legal Address: 6225 N. Kenmore Ave. #2S, Chicago, Illinois, 60660), an Illinois limited liability company (“HappiLyfe”, “we”, or “us”). This Agreement explains our obligations to you and your obligations to us.

This Agreement is the entire Agreement between us. By using the Website (and any of its subdomains) in any way you are agreeing to comply with these terms, our Privacy Policy, all applicable laws and regulations, and any other legal notices or conditions or guidelines posted on the Website which we may update without notice.

If you do not agree with any of these terms, you are prohibited from using or accessing this Website. HappiLyfe reserves the right to terminate the account of any user at any time.

2.0 Description of Services

HappiLyfe offers an online platform that motivates and empowers individuals to lead happier lives, allowing User to (a) track daily and long-term personal goals and  (b) generate and share communication with other Users by facilitating balance through access to wellness tools, positive change through reflection, and connectedness through community, collectively (the “Services”).  HappiLyfe offers a 90 Days free trial offer, allowing the User to access HappiLyfe Services. At the end of the free trial period, each User is automatically enrolled into a $5.99/month subscription and has the option to upgrade to an annual subscription for $55.99. User may, at any time, downgrade to a no-cost option, which will provide limited functionalities. If the no-cost option is selected, User may still upgrade to a monthly or annual subscription at a later time.

HappiLyfe Services are broadly available to everyone, but you cannot use HappiLyfe if you: are a convicted sex offender or previously had a HappiLyfe account, which was disabled for violations of our Terms or policies.

3.0 Provision of the Services

HappiLyfe will:

(i) provide to User basic support through the HappiLyfe Website for the purchased Services at no additional charge as described more fully in Section 9 (User Support) below; and

(ii) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, with minimal downtime, except for:

(a) planned downtime and scheduled upgrades (as described more fully in Section 9 (User Support) below), or

(b) any unavailability caused by circumstances beyond HappiLyfe’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving HappiLyfe employees), Internet service provider failures or delays, or the unavailability or modification by third parties or Third Party Sites.

4.0 User Content

Certain features of the Service may permit users to submit content to the Service, including text, images, videos, fonts, designs, data and other types of works (“User Content”) and to publish User Content on the Service.

4.1 Responsibility

User has sole responsibility for the accuracy, appropriateness and completeness of all User Content, and for obtaining all necessary third party consents and making all required third party disclosures regarding User Content collected by HappiLyfe on User’s behalf from third parties. HappiLyfe will use the User Content it is provided in performing the Services and is not responsible for reviewing, validating or otherwise confirming the accuracy, appropriateness or completeness of User Content.

4.2 Removal of User Content on Request by User

User may control the User Content stored by the Services, including, at any time, by deleting all of part of the User Content stored on the Services.

4.3 Restrictions

User agrees not to submit or upload, or ask HappiLyfe to obtain from third parties, any User Content:

(i) that User does not have the lawful right to copy, transmit, distribute, and display (including any User Content that would violate any confidentiality or fiduciary obligations that User might have with respect to the User Content);

(ii) for which User does not have the consent or permission from the owner of any personally identifiable information contained in the User Content;

(iii) that infringes, misappropriates or otherwise violates any intellectual property or other proprietary rights or violates any privacy rights of any third party (including, without limitation, any copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity);

(iv) that is false or misleading;

(v) that is defamatory, obscene, or offensive, or contains threat of physical harm or harassment; or

(vi) that violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability.

4.4 Indemnity

User agrees to indemnify and hold harmless HappiLyfe, its employees, officers, directors and affiliates against any and all liability (including damages, recoveries, deficiencies, interest, penalties and reasonable attorney’s fees) to third parties (including, but not limited to, any clients, the United States government and taxing authorities) relating to:

(a) User Content;

(b) User’s breach of any of its obligations, representations and/or warranties under this Agreement;

(c) User’s use of the Services, including in combination with any third party software, application or service.

5.0 License Grants

License Grant by HappiLyfe. Subject to the terms and conditions of this Agreement, HappiLyfe grants to User a non-exclusive, non-transferable license during the Term to permit User to access the Services over the Internet and through the then available standard interface for the Services;

License Grant by User. Subject to the terms and conditions of this Agreement, including HappiLyfe’s confidentiality obligations, User grants to HappiLyfe a royalty-free, fully paid-up, worldwide license to access, collect, store and use the User Content solely to provide the Services to User.

6.0 Privacy Policy; Disclaimer; Suspension of Access

6.1 Privacy Policy

To the extent that User Content may contain any personally identifiable data, User agrees to HappiLyfe’s use, collection and disclosure of such personally identifiable information for the purposes authorized under this Agreement and in accordance with HappiLyfe’s privacy policy attached separately (the “Privacy Policy”). The Privacy Policy is hereby incorporated by reference and forms a part of this Agreement.

6.2 Disclaimer

As between HappiLyfe and User, User is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all User Content. User understands that the technical processing and transmission of User Content is fundamentally necessary to use of the Services. Therefore, User expressly consents to HappiLyfe’s storage of User Content, which will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by HappiLyfe. However, despite such efforts, User acknowledges and understands that User Content may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone or other electronic means. HappiLyfe is not responsible for any User Content which are delayed, lost, altered, intercepted or stored during the transmission of any data whatsoever across public networks not owned and/or operated by HappiLyfe, including, but not limited to, the Internet, third party websites, and your local network. User agrees that HappiLyfe is not in any way responsible for any interference with User’s use of or access to the Services or security breaches arising from or attributable to the Internet and User waives any and all claims against HappiLyfe in connection therewith.

6.3 Suspension of Access

In addition to any other suspension or termination rights of HappiLyfe pursuant to this Agreement, certain extraordinary circumstances may require HappiLyfe to suspend or terminate (where appropriate), as determined in HappiLyfe’s discretion, User’s access to and/or use of, or otherwise modify, the Services and/or any component thereof, without notice in order to:

(a) prevent damages to, or degradation of the integrity of, HappiLyfes’s network;

(b) combat harmful conduct such as inappropriate or offensive content. HappiLyfe reserves the right to remove or block the content and/or Users;

(c) comply with any law, regulation, court order, or other governmental request or order; or

(d) otherwise protect HappiLyfe from potential legal liability or harm to its reputation or business. HappiLyfe will use commercially reasonable efforts to notify User of the reason(s) for such suspension or termination action as soon as reasonably practicable. In the event of a suspension, HappiLyfe will promptly restore User’s access to the Services as soon as the event giving rise to the suspension has been resolved as determined in HappiLyfe’s discretion. Nothing contained in this Agreement will be construed to limit HappiLyfe’s actions or remedies or act as a waiver of HappiLyfe’s rights in any way with respect to any of the foregoing activities. HappiLyfe will not be responsible for any loss or damages incurred by User as a result of any termination or suspension of access to or use of the Services under this provision.

To help support our community, we encourage you to report content or conduct that you believe violates your rights or our terms and policies. Please contact us at support@happilyfe.com to report such content or conduct.

7.0 Accounts; Limitations; User Responsibilities

7.1 Accounts

To access most features of the Service, User must register for an account (“User Account”). When User registers for an account, User may be required to provide us with some information, such as User’s name, email address, or other contact information. User agrees that the information User provides to us is accurate and that User will keep it accurate and up-to-date at all times.

Users may only access and use the Service through their particular User Account. User will not share their User Account with any other person. User is responsible for all activity occurring under their User Account. User is responsible for all use of the Services by Users and for maintaining the confidentiality of their User Account and will promptly notify HappiLyfe of any actual or suspected unauthorized use of the Services. HappiLyfe reserves the right to replace any User Account if it determines it may have been used for an unauthorized purpose.

7.2 Limitations

User agrees that it will not permit any Users or any other person to:

(a) permit any person to access or use the Services other than the Users authorized under this Agreement;

(b) modify, adapt, alter or translate any software underlying the Services, except as expressly allowed hereunder;

(c) sublicense, lease, rent, loan, distribute, or otherwise transfer the Service to any other person;

(d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or algorithms, structure or organization) of any software underlying the Services (including the Local Software); or

(e) use or copy the any software underlying the Services (including the Local Software) except as expressly allowed hereunder.

7.3 User Responsibilities

User agrees that User is responsible for the compliance by the Users with this Agreement and for the Users’ use of the Services, as well as for ensuring that the Users maintain the confidentiality of their User Accounts. User agrees that User is responsible for all charges incurred by the Users with access to the Services.

For greater certainty but without limiting the generality of the foregoing, User agrees that User will not:

(i) use or permit the Users to use the Services except as permitted by this Agreement;

(ii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party, other than to the Users except as expressly contemplated by this Agreement;

(iii) use or permit the Users to use the Services to collect, transmit or process:

(a) post infringing, obscene, threatening, offensive, libellous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights;

(b) share any non-public or personally-identifiable data regarding an individual’s financial or economic identity, sexual orientation, religious beliefs, medical or physical identity;

(iv) use or permit the Users to use the Services to send, store, publish, post, upload or otherwise transmit any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another;

(v) continue to use the Services in a manner that interferes with or disrupts the integrity or performance of the Services following a notice from HappiLyfe of such use;

(vi) attempt to gain unauthorized access to the Services or its related systems or networks;

(vii) use or knowingly permit the use of any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Services;

(viii) use any data mining, robots or similar data gathering or extraction methods;

(ix) access the Services for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Services; or

(x) copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Services or any part thereof or otherwise attempt to discover any source code or modify the Services.

8.0 Reservation of Rights

HappiLyfe expressly reserves all rights in the Services, and all other materials provided by HappiLyfe hereunder not specifically granted to User. It is acknowledged that all right, title and interest in the Services, and all other materials provided by HappiLyfe hereunder, any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with HappiLyfe (or third party suppliers, if applicable) and that the Services and all other materials provided by HappiLyfe hereunder are licensed on a subscription basis and not “sold” to User.

User expressly reserves all rights in any content, information, data and files that User (or the Users) loads, transmits to or enters into the Service, including content that the Service is configured to obtain from User’s servers or systems or from third parties on User’s behalf, and including all results from processing such data, subject to the license that User grants HappiLyfe in accordance with the provisions of this Agreement.

9.0 User Support

HappiLyfe will provide the following standard User support to User:

9.1 Web Support

User will have access to HappiLyfe’s technical support Website and may use the Website to submit service requests. HappiLyfe will use reasonable efforts to respond within five (5) business days to such service requests. HappiLyfe will use commercially reasonable efforts to correct any reproducible failure of the Services to substantially conform to its expected operation; provided, however, that HappiLyfe will not be required to provide a correction for all such nonconformities.

9.2 Service Upgrades and Scheduled Downtime

HappiLyfe will update the Services in its sole discretion. HappiLyfe may from time to time schedule downtime for maintenance and upgrades.

9.3 Data Storage and Backup

The Services include online data storage and regular data backups of User Content stored on the Services. In case of failure of the Services, HappiLyfe will endeavor to restore User Content from the most recent available data backup within five (5) business days. However, it is User’s responsibility to backup onto User’s own local system all User Content, including all content, files and data that User submits to HappiLyfe.

10.0 Fees and Payment.

Premium features of the Service will require User to pay fees upon registering for the applicable premium service. Before User pays any fees, User will have an opportunity to review and accept the fees that User will be charged. All fees are in U.S. Dollars and are non-refundable. Fees vary based on the plan, with different pricing schemes for individual users and organizations.

10.1 Subscription Service and Cancellation Policy

The Service may include automatically recurring payments for periodic charges (“Subscription Service”). If User activates a Subscription Service, such as the Premium plan, User authorizes HappiLyfe to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. The “Subscription Billing Date” is the date when User purchases the first subscription to the Service. For information on the “Subscription Fee”, please see our Pricing Page. User will be charged automatically on the Subscription Billing Date all applicable fees for the next subscription period. The subscription will continue unless and until User cancels their subscription or we terminate it. User must cancel their subscription before it renews in order to avoid billing of the next periodic Subscription Fee to your account. HappiLyfe will bill the periodic Subscription Fee to the payment method User provided to us during registration (or to a different payment method if User changes their payment information). User may cancel the Subscription Service by accessing their account settings made available through the mobile application.

10.2 No Refunds

User may cancel their account at any time; however, there are no refunds for cancellation. In the event that HappiLyfe suspends or terminates User’s account or this Agreement, User understands and agree that User shall receive no refund or exchange for any credits, any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with User’s account, or for anything else.

HappiLyfe will not refund partial subscription fees for accounts cancelled prior to the Subscription Billing Date or for accounts that have remained inactive during the subscription period. It is the responsibility of the User to cancel their subscriptions if they no longer wish to use the Service.

11.0 Confidential and Proprietary Information.

11.1 Definitions

For purposes of this section, a Party receiving Confidential & Proprietary Information (as defined below) will be the “Recipient” and the Party disclosing such information will be the “Discloser” and “Confidential & Proprietary Information” includes

(i) all information disclosed by Discloser to Recipient during the Term of this Agreement and marked as “confidential” or “proprietary” or which a reasonable person would understand to be confidential or proprietary;

(ii) all parts of the Service, whether marked as “confidential” or “proprietary” or not, will be considered to be HappiLyfe Confidential & Proprietary Information; and

(iii) all User Content, whether marked as “confidential” or “proprietary” or not, will be considered User’s Confidential & Proprietary Information; provided, however, that Discloser’s Confidential & Proprietary Information does not include:

• information already known or independently developed by Recipient outside the scope of this relationship by personnel not having access to any Discloser’s Confidential & Proprietary Information;
• information received by Recipient from a third party who was free to disclose it without confidentiality obligations;
• information that is publicly available through no wrongful act of Recipient.

11.2 Covenant

Recipient hereby agrees that during the Term and at all times thereafter it shall not

(i) disclose such Confidential & Proprietary Information of the Discloser to any person or entity, except to its own personnel, affiliates or contractors having a “need to know”, and to such other recipients as the Discloser may approve in writing;

(ii) use Confidential & Proprietary Information of the Discloser except to exercise its license rights or perform its obligations under this Agreement; or

(iii) alter or remove from any Confidential & Proprietary Information of the Discloser any proprietary legend. Upon the earlier of Discloser’s written request or termination or expiration of this Agreement, and regardless of whether a dispute may exist, Recipient shall return or destroy (as instructed by Discloser) all Confidential & Proprietary Information of Discloser in its possession or control and cease all further use thereof. HappiLyfe may retain a copy of such Confidential & Proprietary Information for the sole purpose of and to the extent necessary for it to comply with applicable and legal, regulatory, and/or reasonable internal back-up or archival policies and requirements. Notwithstanding the foregoing, Recipient may disclose Discloser’s Confidential & Proprietary Information to the extent that such disclosure is necessary for the Recipient to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order.

11.3 Injunctive Relief

Recipient acknowledges that violation of the provisions of this section would cause irreparable harm to Discloser not adequately compensable by monetary damages. In addition to other relief, it is agreed that injunctive relief shall be available without necessity of posting bond to prevent any actual or threatened violation of such provisions.

12.0 Warranties and Disclaimers

THE SERVICES AND ANY OTHER PRODUCTS PROVIDED BY HAPPILYFE TO USER ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. HAPPILYFE HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE. HAPPILYFE DOES NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE.

13.0 Limitation of Liabilities

13.1 Amount

IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY IN CONNECTION WITH OR UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES AND CHARGES COLLECTED BY HAPPILYFE UNDER THIS AGREEMENT. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT. IN NO EVENT SHALL HAPPILYFE’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.

13.2 Type

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY (I) SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (II) LOST SAVINGS, PROFIT, DATA, USE, OR GOODWILL, (III) BUSINESS INTERRUPTION EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY, OR (IV) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM) OR OTHERWISE. IN NO EVENT SHALL HAPPILYFE BE LIABLE FOR PROCUREMENT OR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES.

 14.0 Termination

HappiLyfe can terminate this Service at any time, without cause. Notice of termination of Services by HappiLyfe may be sent to the contact e-mail associated with your account. Upon termination, HappiLyfe will delete all data, files, or other information that is stored in your account and it’s in your responsibility to retrieve and back up all account contents before termination.

Please contact us at support@happilyfe.com with any questions regarding this Agreement.