Happify™ Website Terms and Conditions

Thank you for visiting the website located at www.happify.com (the “Site”). The Site is an Internet property of Happify, Inc. (“Happify™,” “we” or “us”). You agree to the following Happify™ Website Terms and Conditions (the “Terms and Conditions”), in their entirety, when you: (a) access or use the Site; (b) register as a Happify™ member (“Member”) at the Site, which provides you with access to the Site’s activities, content, products, services, surveys and tests (collectively, the “Happify™ Services), as well as various interactive features and services (collectively, the “Interactive Services” and together with the Happify™ Services, the “Services”); and/or (c) register for one of our sweepstakes, promotional offers or contests, as offered from time to time (the “Promotions”).

The Happify™ Website Privacy Policy (“Privacy Policy”), the Happify™ Non-Disclosure and Confidentiality Agreement, other Happify™ operating rules, policies, price schedules (if any), Promotions rules and additional supplemental terms and conditions or documents that may be published from time to time, are expressly incorporated herein by reference (collectively, the “Agreement”). Please review the Agreement carefully. If you do not agree to the terms and conditions contained within the Agreement in its entirety, you are not authorized to use and/or access the Services, Content (as that term is defined below), Promotions and/or Site in any manner or form whatsoever.

The Content appearing on the Site is provided for informational purposes only. Much of the Content, as well as the Member Content (as defined below), appearing on the Site is provided by third-parties. Happify™ shall not be responsible or liable for the accuracy, usefulness or availability of any Content, Member Content or other information transmitted or made available by and through the Site and/or Services. Happify™ is not a medical or health services organization or forum. The Content and Member Content presented by and through the Site and/or Services is in no way intended as medical and/or psychiatric advice, is not provided for the purpose of diagnosing or treating medical and/or psychiatric problems, nor is it a substitute for medical and/or psychiatric treatment. Use of the Site and/or Services does not establish a doctor-patient relationship. All Content and Member Content that is made available by and through the Site and/or Services should be discussed and confirmed with your physician, psychiatrist or other healthcare provider before adopting any wellness program or other treatment, whether offered on the Site, through the Services or otherwise. Use of the Site, Services, Content and Member Content featured therein, is at your own risk. Information and statements regarding some of the products and/or services featured by and through the Site and/or Services have not been evaluated by the Food and Drug Administration and are not intended to diagnose, treat, cure or prevent any disease.

Happify™ is not a covered entity for purposes of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), nor is the information provided by you to Happify™ considered protected health information under HIPAA. Therefore, Happify™ does not need to comply with the HIPAA privacy or security rules.

1. Scope/Modification of Agreement

You agree to the terms and conditions outlined in the Agreement with respect to your use of the Services, Content, Site, Promotions, Member Content and/or any other analyses, research, opinions, reports and/or other information provided by or through same (collectively, “Happify™ Offerings”). The Agreement constitutes the entire and only agreement between you and Happify™ with respect to your use of the Happify™ Offerings and supersedes all prior or contemporaneous agreements, representations, warranties and/or understandings with respect to your use of the Happify™ Offerings. Happify™ may change the Agreement, and the scope and functionality of the Happify™ Offerings, in whole or in part, at any time without specific notice to you; provided, however, that any amendment or modification to the arbitration provisions, prohibition on class actions provisions or any other provisions applicable to dispute resolution (collectively, “Dispute Resolution Provisions”) shall not apply to any disputes that arose prior to the applicable amendment or modification. The latest Agreement will be posted on the Site, and you should review the Agreement prior to using the Happify™ Offerings. By your continued use of the Happify™ Offerings, you hereby agree to comply with, and be bound by, all of the terms and conditions contained within the Agreement effective at that time (other than with respect to disputes arising prior to the amendment or modification of the Dispute Resolution Provisions, which shall be governed by the Dispute Resolution Provisions then in effect at the time of the subject dispute). Therefore, you should regularly check the Site for any updates and/or changes. You understand and agree that Happify™ is not responsible or liable in any manner whatsoever for your inability to use the Happify™ Offerings.

2. Requirements

The Happify™ Offerings are available only to individuals that: (a) are at least eighteen (18) years of age; and (b) can enter into legally binding contracts under applicable law.

3. Registration/Account

Initially, visitors to the Site may be offered a proprietary Happify™ “Happiness Quiz.” Upon completion, Happify™ may invite the visitor to register on the Site to become a Member. Visitors may register for membership by and through their Facebook™ account, Twitter™ account or any other means designated by Happify™. Happify™ reserves the right, in its sole discretion, to deny membership, as well as any Happify™ Offering, to anyone, for any reason whatsoever, as permitted by applicable law. The registration data that you must supply on the Site in order to obtain access to the Happify™ Offerings as a Member may include, without limitation, depending on the method used by you to register: (a) full name; (b) e-mail address; (c) date of birth; (d) home address; (e) user name and password; (f) where you register via your Facebook™ account, your: (i) Facebook™ ID; (ii) Facebook™ profile name; (iii) Facebook™ profile picture; (iv) education history (as included in your Facebook™ account); (v) interests (as included in your Facebook™ account); (vi) Facebook™ photographs included in your Facebook™ account; and (vii) any and all other information made available to Happify™ by and through your Facebook™ account; (g) where you register via your Twitter™ account, your: (i) Twitter™ user ID; (ii) Twitter™ profile name; (iii) Twitter™ avatar; and (iv) any and all other information made available to Happify™ by and through your Twitter™ account; and (h) any and all other information requested on the applicable registration form (collectively, “Registration Data”). You agree to provide true, accurate, current and complete Registration Data and to update your Registration Data as necessary to maintain it in an up to date and accurate fashion. Happify™ will verify and approve all registrants in accordance with its standard verification procedures.

You can access your specific Member account on the Site using your user name and password or logging in via your Facebook™ account and/or Twitter account, as applicable and where authorized by Happify™. You are responsible for maintaining the confidentiality of your Member account, user name and password and for restricting access to your computer. You agree to accept responsibility for all activities that occur through use of your Member account, user name and password.

Happify™ may reject your application and/or terminate your membership at any time and for any reason, in our sole discretion. Such reasons may include, without limitation: (i) where Happify™ believes that you are in any way in breach of the Agreement; and (ii) where Happify™ believes that you are, at any time, conducting any unauthorized commercial activity by and through the Services.

For purposes of the Agreement, "Facebook" shall mean Facebook Inc. and "Twitter" shall mean Twitter, Inc. Facebook™ is a registered trademark of Facebook Inc. Twitter™ is a registered trademark of Twitter, Inc. Please be advised that Happify™ is not in any way affiliated with Facebook or Twitter,, and the Happify™ Offerings are neither endorsed, nor sponsored, by Facebook or Twitter.

4. Description of the Content

Subject to the terms and conditions of the Agreement, end-users that possess the requisite technology and register as Members shall have the opportunity to view all or some of the quizzes, tests, challenges and activities (collectively, “Activities”), as well as the media, text, images, graphics, analyses, research, comments, opinions, advice, statements, offers, services, requests, solicitations, user interfaces, audio, video, photographs, trademarks, logos, artwork, news articles and other content made available by and through the Site and/or Services (collectively, and together with the Activities, the “Content”). The Content is compiled, distributed and displayed by Happify™, as well as Members, and other third-party content providers (“Third-Party Providers”). Happify™ does not control the Content provided by Members and/or Third-Party Providers that is made available by and through the Services and/or Site. Such Members and/or Third-Party Providers are solely responsible for the accuracy, completeness, appropriateness and/or usefulness of such Content. The Content should not necessarily be relied upon. Happify™ does not represent or warrant that the Content and other information posted by and through the Services and/or Site is accurate, complete, up to date or appropriate. You understand and agree that Happify™ will not be responsible for, and Happify™ undertakes no responsibility to monitor or otherwise police, such Content. You agree that Happify™ shall have no obligation and incur no liability to you in connection with any such Content. You may find certain Content as posted by Members and/or Third-Party Providers to be outdated, harmful, inaccurate and/or deceptive. Please use caution, common sense and safety when using the Happify™ Offerings.

If you would like to register a complaint, notify Happify™ of a dispute, notify Happify™ of any improper use of your Content or other information or notify Happify™ of inaccurate or misleading Content appearing on the Site or otherwise made available by and through the Services, please feel free to contact us at support@happify.com.

5. Description of the Happify™ Services

Subject to the terms and conditions of the Agreement including, without limitation, those contained in Sections 7 and 8 below, Members shall have access to the Happify™ Services. The Happify™ Services include a series of proprietary Happify™ Activities, challenges and other Content that are designed to empower Members to increase their level of happiness employing a broad range of skills. After a Member completes certain Activities, or attains a certain score in connection therewith, he/she may: (a) write a brief description of their experience, attach a photograph depicting some relevant aspect of the applicable Activity (the description and photograph, collectively, the “Activity Post”) and, at the Member’s request, publish the Activity Post on the Site and make it viewable by either a chosen group of Members, or all Members; (b) publish their Activity Post and related information through their Facebook™ account (which shall be viewable on Facebook™ by those individuals permitted by the Member’s Facebook™ account settings) and/or Twitter™ account (which shall be viewable on Twitter™ by those individuals permitted by the Member’s Twitter™ account settings); and (c) gain access to more advanced Activities that require completion of certain early stage Activities in order to access. Please note, as disclosed in connection with certain “group” Activities, where a Member engages in a group activity, that Member’s participation may be published on the Site, to be viewable by all Members. Members are forbidden from posting website links, buttons, banner ads, co-registration paths, copy or processes for generating actions (“Links”) in any Activity Posts, and/or advertising third party products and/or services within the Happify™ Services. Happify™ reserves the right to prohibit any conduct by Members or remove any Activity Post from the Happify™ Services and/or Site at any time and for any reason, in Happify’s™ sole discretion. The reasons for removal may include where Happify™ believes that the Activity Post is unsuitable for the Happify™ Services and/or Site for any reason including, without limitation: (i) that the Activity Post violates Sections 7 and/or 8 below; and/or (b) where Happify™ believes the Activity Post, or the applicable Member, is otherwise in violation of the Agreement. You understand and agree that Happify™ shall not be liable to you, any end-users or any third party for any claim in connection with your use of, or inability to use, the Happify™ Services.

6. Description of the Interactive Services

Subject to the terms and conditions of the Agreement including, without limitation, those contained in Sections 7 and 8 below, Members shall have access to the Interactive Services. The Interactive Services allow Members to communicate with other Members via comments sections and other interactive areas of the Site, as well as via applications and other features that may be made available by Happify™ on third-party social media venues such as Facebook™ from time to time. In connection with the Interactive Services, each Member shall be solely responsible for the comments, opinions, statements, offers, propositions, feedback and other content (“Comments”) posted by and through the Interactive Services. Members are forbidden from posting Links in any Comments, and/or advertising third party products and/or services within the Interactive Services. Happify™ reserves the right to prohibit any conduct by Members or remove any Comments from the Interactive Services and/or Site at any time and for any reason, in Happify’s™ sole discretion. The reasons for removal may include where Happify™ believes that the Comments posted by a Member are unsuitable for the Interactive Services and/or Site for any reason including, without limitation: (a) that the Comments violate Sections 7 and/or 8 below; and/or (b) where Happify™ believes the Comments, or the applicable Member, is otherwise in violation of the Agreement. You understand and agree that Happify™ shall not be liable to you, any end-users or any third party for any claim in connection with your use of, or inability to use, the Interactive Services.

7. Member Interactions/Comments/Activity Posts

You are solely responsible for your interactions with other Site-users including, but not limited to, Members and Third-Party Providers. Because we are not involved in Site-user interactions, in the event that you have a dispute with one or more Site-users, Members and/or Third-Party Providers, you hereby release Happify™ including, but not limited to, its officers, directors, members, shareholders, agents, subsidiaries and employees, from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, or in any way connected with, such disputes. Happify™ reserves the right, but has no obligation, to monitor disputes between you and other Site-users, Members and/or Third-Party Providers. The Services contain Comments and Activity Posts (collectively, “Member Content”) that is provided directly by Members. Those Members are solely responsible for the accuracy, completeness, appropriateness and/or usefulness of such Member Content. Happify™ does not represent or warrant that the Member Content posted by and through the Services and/or Site is accurate, complete or appropriate. You may find certain Member Content to be offensive, harmful, inaccurate and/or deceptive. Please use caution, common sense and safety when using the Services and/or Site. You understand and agree that Happify™ shall not be liable to you, any end-users or any third party for any claim in connection with any Member Content.

8. Member Content Terms of Use and Restrictions

As a Member, you agree that you are solely responsible for the Member Content and/or other information that you publish, transmit and/or post by and through the Site and/or Services. You agree to use the Site and/or Services in a manner consistent with any and all applicable laws, rules and regulations. In connection with your use of the Site and/or Services, you agree not to: (a) display any telephone numbers, street addresses, URLs, e-mail addresses or confidential information of any third party; (b) display any audio files, text, photographs, videos or other images containing confidential information; (c) display any audio files, text, photographs, videos or other images that may be deemed indecent or obscene in your community, as defined under applicable law; (d) impersonate any person or entity; (e) “stalk” or otherwise harass any person; (f) engage in any unauthorized advertising to, or commercial solicitation of, other Members; (g) transmit any chain letters, spam or junk e-mail to other Members; (h) express or imply that any statements that you make are endorsed by Happify™, without our specific prior written consent; (i) harvest or collect personal information of other Members whether or not for commercial purposes, without their express consent; (j) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Site or its contents; (k) post, distribute or reproduce in any way any copyrighted material, trademarks or other proprietary information without obtaining the prior consent of the owner of such proprietary rights; (l) remove any copyright, trademark or other proprietary rights notices contained on the Site; (m) interfere with or disrupt any of the Services, Site and/or the servers or networks connected to same; (n) post, offer for download, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (o) post, offer for download, transmit, promote or otherwise make available any software, product or service that is illegal or that violates the rights of a third party including, but not limited to, spyware, adware, programs designed to send unsolicited advertisements (i.e. “spamware”), services that send unsolicited advertisements, programs designed to initiate “denial of service” attacks, mail bomb programs and programs designed to gain unauthorized access to networks on the Internet; (p) “frame” or “mirror” any part of the Site, without our prior written authorization; (q) use metatags, code or other devices containing any reference to Happify™, the Services and/or the Site in order to direct any person to any other website for any purpose; and/or (r) modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Services and/or Site or any software used on or for the Services and/or Site. Engaging in any of the aforementioned prohibited practices shall be deemed a breach of the Agreement and may result in the immediate termination of your membership without notice, in the sole discretion of Happify™. Happify™ reserves the right to pursue any and all legal remedies against Members that engage in the aforementioned prohibited conduct.

9. Requirements

As a Member, you are granted a non-exclusive, non-transferable, revocable and limited license to access and use the Happify™ Offerings and certain third-party Member Content in accordance with the Agreement. Happify™ may terminate this license at any time for any reason. Unless otherwise expressly authorized by Happify™, you may only use the Happify™ Offerings and third-party Member Content for your own personal use. No part of the Happify™ Offerings or third-party Member Content may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Happify™ Offerings, third-party Member Content and/or any portion thereof. You may not create any “derivative works” by altering any aspect of the Happify™ Offerings and/or third-party Member Content. You may not use the Happify™ Offerings and/or third-party Member Content in conjunction with any other third-party content. You may not use any automated means or form of scraping or data extraction to access, query or otherwise collect Content or other information from the Site. You may not exploit any aspect of the Happify™ Offerings and/or third-party Member Content for any commercial purposes not expressly permitted by Happify™. You further agree to indemnify and hold harmless Happify™ for your failure to comply with this Section 9. Happify™ reserves any rights not explicitly granted in the Agreement.

10. Proprietary Rights

All third-party Member Content and other material posted or made available by and through the Happify™ Offerings including, but not limited to, the design, selection, arrangement and coordination of such Happify™ Offerings, is owned by, or licensed to, Happify™ and is protected under applicable copyright, trademark and other proprietary (including, but not limited to, intellectual property) rights. Except as expressly provided in the Agreement, no part of the Happify™ Offerings and/or third-party Member Content may be reproduced, recorded, retransmitted, sold, rented, broadcast, distributed, published, uploaded, posted, publicly displayed, altered to make new works, performed, digitized, compiled, translated or transmitted in any way to any other computer, website or other medium or for any commercial purpose, without Happify’s™ prior express written consent. Except as expressly provided in the Agreement, you are not granted any rights or license to patents, copyrights, trade secrets, rights of publicity or trademarks with respect to any of the Happify™ Offerings, third-party Member Content or any document, software, services or other materials viewed at or through same. The posting of information or material by and through the Happify™ Offerings by Happify™, any Member or any Third-Party Provider does not constitute a waiver of any right in or to such information and materials. Happify™ reserves all rights not expressly granted in the Agreement. The “Happify” name and logo are trademarks of Happify™. All custom graphics, icons and service names are trademarks of Happify™. All other trademarks are the property of their respective owners. The use of any Happify™ trademark without Happify’s™ express written consent is strictly prohibited.

11. Bypassing or Disabling any Portion of the Happify™ Offerings or Software

You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Happify™ Offerings. You may not take any action that imposes an unreasonable or disproportionately large load on the Happify™ Offerings infrastructure. If you bypass or disable any portion of the Happify™ Offerings or associated software including, without limitation, the blocking of cookies, or blocking the operation of any other Happify™ systems, you are in violation of the Agreement and Happify™ may suspend or terminate your use of the Happify™ Offerings without notice. Termination of your access to the Happify™ Offerings will not excuse you from any criminal or other civil liability that may result from your actions.

12. Indemnification

You agree to indemnify and hold Happify™, its parents and subsidiaries, and each of their respective members, officers, directors, employees, agents, co-branders, content licensors and/or other partners, harmless from and against any and all claims, expenses (including reasonable attorneys’ fees), damages, suits, costs, demands and/or judgments whatsoever, made by any third-party due to or arising out of: (a) your use of any of the Happify™ Offerings; (b) your breach of the Agreement; (c) your violation of any rights of another individual and/or entity; (d) any dispute between you and any Member, Third-Party Provider or other third-party; (e) your Member Content; and (f) any dispute between you and Facebook™ and/or Twitter™. The provisions of this Section 12 are for the benefit of Happify™, its parents, subsidiaries and/or affiliates, and each of their respective officers, directors, members, employees, agents, shareholders, licensors, suppliers and/or attorneys. Each of these individuals and entities shall have the right to assert and enforce these provisions directly against you on its own behalf.

13. Disclaimer of Warranties

THE HAPPIFY™ OFFERINGS, MEMBER CONTENT AND/OR ANY OTHER HAPPIFY™ PRODUCTS AND/OR SERVICES, ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, HAPPIFY™ MAKES NO WARRANTY THAT THE HAPPIFY™ OFFERINGS, MEMBER CONTENT AND/OR ANY OTHER HAPPIFY™ PRODUCTS AND/OR SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED; (C) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (D) WILL HAVE SECURITY METHODS EMPLOYED THAT WILL BE SUFFICIENT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF SAME, OR AGAINST INFRINGEMENT; (E) WILL RESULT IN ANY SPECIFIC HAPPINESS, MENTAL HEALTH, PSYCHIATRIC OR OTHER BENEFIT OR RELATED OUTCOME; AND/OR (F) WILL BE ACCURATE OR RELIABLE. THE HAPPIFY™ OFFERINGS, MEMBER CONTENT AND/OR ANY OTHER HAPPIFY™ PRODUCTS AND/OR SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. HAPPIFY™ WILL NOT BE LIABLE FOR THE AVAILABILITY OF THE UNDERLYING INTERNET CONNECTION ASSOCIATED WITH THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HAPPIFY™, ANY MEMBERS, THIRD-PARTY PROVIDERS OR OTHERWISE THROUGH OR FROM THE HAPPIFY™ OFFERINGS AND/OR MEMBER CONTENT, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

14. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT HAPPIFY™ SHALL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL AND/OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF HAPPIFY™ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), TO THE FULLEST EXTENT PERMISSIBLE BY LAW FOR: (A) THE USE OR THE INABILITY TO USE THE HAPPIFY™ OFFERINGS, MEMBER CONTENT AND/OR ANY OTHER HAPPIFY™ PRODUCTS AND/OR SERVICES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, CONTENT AND/OR ANY OTHER HAPPIFY™ PRODUCTS AND/OR SERVICES PURCHASED OR OBTAINED FROM OR THROUGH THE HAPPIFY™ OFFERINGS AND/OR MEMBER CONTENT; (C) THE FAILURE TO REALIZE ANY SPECIFIC HAPPINESS, MENTAL HEALTH, PSYCHIATRIC OR OTHER BENEFIT OR RELATED OUTCOME; AND (D) ANY OTHER MATTER RELATING TO THE HAPPIFY™ OFFERINGS, MEMBER CONTENT AND/OR ANY OTHER HAPPIFY™ PRODUCTS AND/OR SERVICES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, IN THE AGGREGATE INCLUDING, BUT NOT LIMITED TO, SECURITIES LAW VIOLATIONS, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND ANY AND ALL OTHER TORTS. YOU HEREBY RELEASE HAPPIFY™ FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THE LIMITATIONS STATED HEREIN. IF APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATION, THE MAXIMUM LIABILITY OF HAPPIFY™ TO YOU UNDER ANY AND ALL CIRCUMSTANCES WILL BE FIVE HUNDRED DOLLARS ($500.00). NO ACTION, REGARDLESS OF FORM, ARISING OUT OF YOUR USE OF THE HAPPIFY™ OFFERINGS, MEMBER CONTENT AND/OR ANY OTHER HAPPIFY™ PRODUCTS AND/OR SERVICES MAY BE BROUGHT BY YOU OR HAPPIFY™ MORE THAN ONE (1) YEAR FOLLOWING THE EVENT WHICH GAVE RISE TO THE CAUSE OF ACTION. THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND HAPPIFY™. ACCESS TO THE HAPPIFY™ OFFERINGS, MEMBER CONTENT AND/OR ANY OTHER HAPPIFY™ PRODUCTS AND/OR SERVICES WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS ON LIABILITY AND IN SUCH JURISDICTIONS HAPPIFY’S™ LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

15. Third-Party Websites

The Happify™ Offerings contain links to other websites on the Internet that are owned and operated by third parties, including Third-Party Providers. In some instances, these websites are co-branded and the third parties are entitled to use Happify’s™ name and logo on their third-party websites. Happify™ does not control the information, products or services available on these third-party websites. The inclusion of co-branding and/or links does not imply endorsement by Happify™ of the applicable website or any association with the website’s operators. Because Happify™ has no control over such websites and resources, you agree that Happify™ is not responsible or liable for the availability or the operation of such external websites, for any material located on or available from any such websites or for the protection of your data privacy by third parties. Any dealings with, or participation in promotions offered by, advertisers, Third-Party Providers featured on the Site, including the payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the applicable Third-Party Provider, advertiser or other third-party, as applicable. You further agree that Happify™ shall not be responsible or liable, directly or indirectly, for any loss or damage caused by the use of or reliance on any such material available on or through any such site or any such dealings or promotions.

16. Member Information

Except where expressly provided otherwise by us in the Agreement, and subject to the Privacy Policy, all comments, content, information and/or materials that you submit through or in association with this Site and/or the Happify™ Offerings including, without limitation, the Member Content, shall be subject to the Privacy Policy. For a copy of the Privacy Policy, please Click Here. By submitting such Member Content and/or materials to us, you, subject to the Privacy Policy: (a) represent and warrant that Happify’s™ use of your submission does not and will not breach any agreement, violate any law or infringe any third-party’s rights and is true and accurate in all respects; (b) agree that Happify™ is free to use, in any manner, all or part of such Member Content and/or materials on an unrestricted basis without the obligation to notify, identify or compensate you or anyone else; and (c) grant Happify™ all necessary rights, including a waiver of all copyright, trademark, privacy and moral rights, to use all Member Content and/or materials, in whole or in part, or as a derivative work, without any duty by Happify™ to anyone whatsoever. Happify™ does not accept unsolicited ideas, works or other materials and you acknowledge that you are responsible for, and bear all risk as to the use or distribution of, any such ideas, works or materials.

17. Copyright Policy/DMCA Compliance

Happify™ reserves the right to terminate the membership of any Member who repeatedly infringes upon third-party copyright rights. If you believe that a copyrighted work has been copied and/or posted via the Site and/or Services in a way that constitutes copyright infringement, you should provide Happify™ with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification and location on the Site (or otherwise) of the copyrighted work that you claim has been infringed upon; (c) a written statement by you that you have a good faith belief that the disputed use is not authorized by the owner, its agent or the law; (d) your name and contact information, such as telephone number or e-mail address; and (e) a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for Happify’s™ Copyright Agent for notice of claims of copyright infringement is as follows:

Happify, Inc.
Attn: DMCA/Copyright Agent

18. Dispute Resolution Provisions

The Agreement shall be treated as though it were executed and performed in New York, New York and shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflict of law principles). Should a dispute arise concerning the Happify™ Offerings, the terms and conditions of the Agreement or the breach of same by any party hereto: (a) the parties agree to submit their dispute for resolution by arbitration before the American Arbitration Association in New York, New York, in accordance with the then current Commercial Arbitration rules of the American Arbitration Association; and (b) you agree to first commence a formal dispute proceeding by completing and submitting an Initial Dispute Notice which can be found at [INSERT LINK]. We may choose to provide you with a final written settlement offer after receiving your Initial Dispute Notice (“Final Settlement Offer”). If we provide you with a Final Settlement Offer and you do not accept it, or we cannot otherwise satisfactorily resolve your dispute, you can submit your dispute for resolution by arbitration before a reputable arbitration organization as mutually agreed upon by the parties, in your county of residence, by filing a separate Demand for Arbitration, which is also available on the Site at [INSERT LINK]. For claims of Ten Thousand Dollars ($10,000.00) or less, you can choose whether the arbitration proceeds in person, by telephone or based only on submissions. If the arbitrator awards you relief that is greater than our Final Settlement Offer, then we will pay all filing, administration and arbitrator fees associated with the arbitration and, if you retained an attorney to represent you in connection with the arbitration, we will reimburse any reasonable attorneys’ fees that your attorney accrued for investigating, preparing and pursuing the claim in arbitration. Any award rendered shall be final and conclusive to the parties and a judgment thereon may be entered in any court of competent jurisdiction. Nothing contained herein shall be construed to preclude any party from: (a) seeking injunctive relief in order to protect its rights pending an outcome in arbitration; and/or (b) pursuing the matter in small claims court rather than arbitration. Although we may have a right to an award of attorneys’ fees and expenses if we prevail in arbitration, we will not seek such an award from you unless the arbitrator determines that your claim was frivolous.

To the extent permitted by law, you agree that you will not bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that you may have against Happify™ and/or its employees, officers, directors, members, representatives and/or assigns. You agree to the entry of injunctive relief to stop such a lawsuit or to remove you as a participant in the suit. You agree to pay the attorney’s fees and court costs that Happify™ incurs in seeking such relief. This provision preventing you from bringing, joining or participating in class action lawsuits: (i) does not constitute a waiver of any of your rights or remedies to pursue a claim individually and not as a class action in binding arbitration as provided above; and (ii) is an independent agreement. You may opt-out of these dispute resolution provisions by providing written notice of your decision within thirty (30) days of the date that you first access the Site.

19. Miscellaneous

Should any part of the Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. Our failure to enforce any provision of the Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. The parties do not intend that any agency or partnership relationship be created through operation of the Agreement.

20. Contact Us

To contact us directly with any questions or comments that you may have, send an email to support@happify.com. We listen to or read, as applicable, every message sent in and endeavor to reply promptly to each one. The information that is provided by you is used to respond directly to your questions or comments. If you have any questions about the Agreement, the Happify™ Offerings or the practices of Happify™, please feel free to contact us at support@happify.com.