1. Use of the Service
1.1.1. Subject to the terms and conditions of this Agreement, and during the term of this Agreement, Happyō grants you a non-exclusive and non-transferable right to access and use the Service in accordance with the terms of this Agreement, and any documentation made available to you by Happyō solely for purposes of your personal use of the Service. The Service is enabled by technology, software and certain content delivered electronically. You agree that you will not reverse-engineer, decompile, disassemble, translate, or otherwise attempt to obtain access to the source code of, any aspect of the Service, including any and all technology, software, and content. You will not copy, reproduce, alter, create derivative works from, or otherwise modify the Service, including any and all technology, software, and content. You will not lease, loan, sublicense, distribute, or otherwise provide others access to or with any aspect of the Service. Other than as expressly set forth in this Agreement, no license or other rights in or to the Service are granted to you, and all such licenses and rights are hereby expressly reserved.
1.1.2. The Service has been designed by Happyō with the purpose of assisting people to achieve their health and wellbeing goals through healthy lifestyle choices and behavior. We encourage you to consult with your healthcare provider before commencing the Service. You represent that you are in good enough health to begin these Service, which may include changes to your diet or level of physical activity, among other things. If you have been diagnosed with a chronic disease or other health condition, you represent that you have obtained the express approval from a healthcare professional to receive the Service before beginning. The Service requires your active engagement and participation. You understand that, despite your efforts, individual users' results will vary for a variety of reasons and Happyō cannot guarantee that you will achieve your health and/or wellbeing goals.
1.1.3. IT IS IMPORTANT TO UNDERSTAND THAT THE SERVICE DO NOT INCLUDE THE PROVISION OF MEDICAL CARE BY THE COMPANY. Happyō IS NOT A LICENSED MEDICAL CARE PROVIDER. YOU SHOULD NOT CHANGE YOUR TREATMENT OR CARE PLAN, MEDICATION OR THERAPY BASED ON INFORMATION YOU RECEIVED THROUGH THE SERVICE. SUGGESTIONS FOR NEW HABITS ARE SUPPLEMENTAL TO ANY TREATMENT OR CARE PROVIDED BY YOUR HEALTH CARE PROVIDER AND SHOULD NOT REPLACE REGULAR MEDICAL VISITS WITH YOUR HEALTH CARE PROVIDER. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH CARE PRACTITIONER REGARDING YOUR MEDICAL CONDITION OR THE USE (OR FREQUENCY) OF ANY MEDICATION OR MEDICAL DEVICE. INFORMATION PROVIDED BY US AND/OR OTHER USERS IS OFFERED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A RECOMMENDATION OR ENDORSEMENT OF ANY DRUG, DEVICE, OR TREATMENT OR REPRESENTATION THAT A PARTICULAR DRUG, DEVICE OR TREATMENT IS SAFE, APPROPRIATE, OR EFFECTIVE FOR YOU. QUESTIONS REGARDING ANY DRUG, DEVICE, OR TREATMENT SHOULD BE DIRECTED TO YOUR HEALTHCARE PROVIDER. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ IN CONNECTION WITH OUR SERVICE. ALWAYS CONSULT WITH YOUR HEALTHCARE PROFESSIONAL IF YOU HAVE ANY QUESTIONS OR CONCERNS ABOUT YOUR HEALTH OR CONDITION OR EXPERIENCE ANY CHANGES IN YOUR CONDITION OR HEALTH STATUS.
1.2.2. You will receive a user account for your personal use that requires an e-mail and password. You are responsible for all activities that occur under your user account. You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all data you provide; (ii) maintain the confidentiality of your password and user account information; (iii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify the Company promptly of any such unauthorized use; and (iv) comply with all applicable local, state, and federal laws in using the Service.
1.3. Term and Termination
The term of this Agreement will begin upon your successful registration for the Service and will continue indefinitely unless terminated by either party as permitted herein. The Company may suspend or terminate your access to the Service if you (a) breach any term of this Agreement, or (b) engage in any conduct that the Company determines in its discretion may have an adverse effect on the Company or its reputation. Upon termination, you will no longer have access to the Service, mobile application, or content provided through the Service. In addition to termination, the Company reserves the right to pursue any and all remedies available to it.
You will provide our Company with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of these Terms, which may result in immediate termination of your Company account. You shall not use a false nature, e-mail address, or phone number or otherwise enter information with the intent to impersonate another person.
1.5. Intellectual Property Ownership
1.5.2. We respect intellectual property rights and ask you to do the same. As a condition of your access to and use of the Service, you agree not to infringe intellectual property rights of any person while using the Service. For example, you agree not to upload any content that is the property of someone else to the Service.
2.1. Happyō Content
2.1.1. As between you and Happyō, all content, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music on and "look and feel" of the Service and the App, and all intellectual property rights related thereto (the "Happyō Content"), are either owned or licensed by Happyō, it being understood that you or your licensors will own any User Content (as defined below) you upload or transmit through the Service. Use by you of the Happyō Content or other materials available as part of the Service for any purpose not expressly permitted by these Terms is strictly prohibited. Such content and materials may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed or otherwise exploited for any purpose whatsoever without our or, where applicable, our licensors' prior express written consent. We and our licensors reserve absolutely and unconditionally all rights arising out of or in connection with the Service and the Happyō Content not expressly granted in and to such content and materials.
2.1.2. You acknowledge and agree that we may generate revenues, increase goodwill or otherwise increase our value from your use of the Service, including, by way of example and not limitation, through the sale of advertising, sponsorships, promotions, usage data and gifts and except as specifically permitted by us in these Terms or in another agreement you enter into with us, you will have no right to share in any such revenue, goodwill or value whatsoever. You further acknowledge that, except as specifically permitted by us in these Terms or in another agreement you enter into with us, you (i) have no right to receive any income or other consideration from any User Content (defined below) or your use of any musical works, sound recordings or audiovisual clips made available to you on or through the Service, including in any User Content created by you, and (ii) are prohibited from exercising any rights to monetize or obtain consideration from any User Content within the Service or on any third party service (including, without limitation, YouTube, Facebook, Instagram, Twitter or any other social media platform) to the extent that such User Content has been in any way edited or otherwise altered through the Service.
2.1.3. Subject to these Terms, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, revocable, worldwide license to access and use the Service, including to download the application on a permitted device, and to access the Happyō Content solely for your personal, non-commercial use through your use of the Service and solely in compliance with these Terms. Happyō reserves absolutely and unconditionally all rights not expressly granted herein in the Service and the Happyō Content. You acknowledge and agree that upon any termination of your account or these Terms, this license granted to you in respect of the Service will automatically terminate.
2.1.4. NO RIGHTS ARE LICENSED TO YOU UNDER THESE TERMS WITH RESPECT TO SOUND RECORDINGS (AND THE MUSICAL WORKS EMBODIED THEREIN) THAT ARE MADE AVAILABLE FROM OR THROUGH THE SERVICE.
2.2. User-Generated Content
2.2.1. Users of the Service may be permitted to upload, post or transmit (such as via a stream) or otherwise make available content through the Service including, without limitation, any text, photographs, user videos, sound recordings and the musical works embodied therein (including videos that incorporate locally stored sound recordings from your personal music library and ambient noise) uploaded to, or otherwise made available through, the Service ("User Content"). You acknowledge and agree that users of the Service may also extract all or any portion of User Content uploaded or otherwise made available by you through the Service so as to produce additional User Content, including collaborative User Content with other users that combine and intersperse with User Content generated by you and other users.
2.2.2. Users of the Service may also overlay music, graphics, stickers, Virtual Items (as defined and further explained in the Virtual Items Policy) and other elements provided bv Happyō ("Happyō Elements") onto User Content and transmit this User Content through the Service. The information and materials in the User Content, including User Content that includes Happyō Elements, have not been verified or approved by us. The views expressed by other users on the Service (including through use of the virtual gifts) do not represent our views or values.
2.2.3. Whenever you access or use a feature that allows you to upload or transmit User Content through the Service (including via certain third party social media platforms such as Instagram, Facebook, YouTube or Twitter), or to make contact with other users of the Service, you must comply with the standards set out in these Terms. You may also choose to upload or transmit your User Content, including User Content that includes Happyō Elements, on sites or platforms hosted by third parties. If you decide to do this, you must comply with their content guidelines as well as with the standards set out in these Terms. You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
2.2.4. Any User Content will be considered non-confidential. You must not post any User Content on or through the Service or transmit to us any User Content that you consider to be confidential or proprietary to any other person. When you submit User Content through the Service, you agree and represent that you own that User Content, or you have received all necessary permissions (including any necessary licenses), clearances from, or are authorised by, the owner of any part of the content to submit such User Content to the Service, to transmit it from the Service to other third party platforms, and/or to otherwise make any use of such User Content on or through the Service.
2.2.5. If you only own the rights in and to a sound recording, but not to the underlying musical works embodied in such sound recordings, then you must not upload or otherwise make available such sound recordings through the Service unless you have all permissions (including any necessary licenses), clearances from, or are authorised by, the owner of any part of the content to submit it to the Service .
2.2.6. Except as expressly provided otherwise in these Terms, you or the owner of your User Content still own the copyright and any other intellectual property rights in User Content sent to us, but by submitting User Content via the Service, you hereby grant (i) to us and our affiliates, agents, Service providers, partners and other connected third parties an unconditional irrevocable, non-exclusive, royalty-free, fully transferable (including sub-licensable), perpetual worldwide licence to use, modify, adapt, reproduce, make derivative works of, publish and/or transmit, and/or distribute and to authorise others users of the Service and other third-parties to view, access, use, download, modify, adapt, reproduce, make derivative works of, publish and/or transmit your User Content in any format and on any platform, either now known or hereinafter invented; (ii) to other users of the Service an unconditional irrevocable, non-exclusive, royalty-free, perpetual worldwide licence to use, modify, adapt, reproduce, make derivative works of, download, publish and/or transmit, and/or distribute some or all of your User Content in any format and on any platform, either now known or hereinafter invented for the purpose of generating other User Content or viewing your User Content for entertainment or other private, non-commercial purposes.
2.2.7. You further grant us and our affiliates, agents, Service providers, partners and other connected third parties a royalty-free license to use your user name, image, voice, and likeness to identify you as the source of any of your User Content.
2.2.8. Through-To-The-Audience Rights. All of the rights you grant in your User Content in these Terms are provided on a through-to-the-audience basis, meaning the owners or operators of third party Service will not have any separate liability to you or any other third party arising out of or in connection with such availability of your User Content through such third party Service.
2.2.9. Waiver of Rights to User Content. By posting User Content to or through the Service, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content. You also waive (to the extent permitted by applicable law) any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your User Content, or any portion thereof. You hereby waive (to the extent permitted by applicable law) and agree never to assert any and all moral rights you may have in or with respect of any of the User Content you upload or otherwise make available through the Service, or to support, maintain or permit any action based on any such moral rights.
2.2.10. You acknowledge and agree that in certain circumstances, we also have the right to disclose your identity to any third party who is claiming that any User Content posted or uploaded by you to our Service constitutes a violation of their intellectual property rights, or of their right to privacy.
2.2.11. We, or authorised third parties, reserve the right to cut, crop, edit or refuse to publish your content at our or their sole discretion. We have the right to remove, disallow, block or delete any posting you make on our Platform if, in our opinion, your post does not comply with the content standards. In addition, we have the right – but not the obligation – in our sole discretion to remove, disallow, block or delete any User Content (i) that we consider to violate these Terms, or (ii) in response to complaints from other users or third parties, with or without notice and without any liability to you. As a result, we recommend that you save copies of any User Content that you post to the Service on your personal device(s) in the event that you want to ensure that you have permanent access to copies of such User Content. We do not guarantee the accuracy, integrity, appropriateness or quality of any User Content, and under no circumstances will we be liable in any way for any User Content.
2.2.12. We accept no liability in respect of any content or information submitted by users of the Service and published by us, or on our behalf, on any of the Service or elsewhere by third parties.
2.2.13. Happyō maintains a zero-tolerance policy regarding objectionable content. No User-generated content may be uploaded or displayed to the extent such content includes, is in conjunction with, or alongside any, Objectionable Content. Objectionable Content includes, but is not limited to: (i) sexually explicit materials; (ii) obscene, defamatory, libelous, slanderous, violent and/or unlawful content or profanity; (iii) content that infringes upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary right, or that is deceptive or fraudulent; (iv) content that promotes the use or sale of illegal or regulated substances, tobacco products, ammunition and/or firearms; and (v) gambling, including without limitation, any online casino, sport books, bingo or poker. Any user can flag content they deem objectionable for review. Content will be moderated by Happyō to ensure the timely removal of any and all objectionable content. User accounts which have been confirmed responsible for posting objectionable content may be restricted from using the Service.
2.2.14. Feedback. While our own staff is continually working to develop and evaluate our own product ideas and features, we pride ourselves on paying close attention to the interests, feedback, comments, and suggestions we receive from the user community. If you choose to contribute by sending us or our employees any ideas for products, Service, features, modifications, enhancements, content, refinements, technologies, content offerings (such as audio, visual, games, or other types of content), promotions, strategies, or product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials (collectively "Feedback"), then regardless of what your accompanying communication may say, the following terms will apply, so that the status of such Feedback is clearly understood by you and us. Accordingly, by sending Feedback to us, you agree that:
- a) we have no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason;
- b) Feedback is provided on a non-confidential basis, and we are not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and
- c) you irrevocably grant us an unconditional, non-exclusive, royalty free, fully transferable (including sub-licensable), perpetual worldwide and unlimited license to adapt, reproduce, distribute, create derivative works of, modify, publicly perform (including on a through-to-the-audience basis), communicate to the public, make available, publicly display, and otherwise use and exploit the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and Service that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified.
3.2. Non-Confidential Information
3.3.1. The information presented on or through the Service is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. This Service may provide information about health and wellness and certain health conditions. However, nothing on this Service should be construed as providing any kind of medical advice or recommendation, and should not be relied on as the basis for any clinical decision or action. Patients should not use the information contained in the Service for diagnosing a health problem or disease. Medical advice should always be sought from a qualified medical practitioner. We disclaim all liability and responsibility arising from any reliance placed on such materials by you.
3.3.2. Other users of the Service may communicate various information to you via Service. You should use reasonable discretion in relation to such information. Under no circumstances the Company shall be liable for the results of you following any advice, suggestion or recommendation communicated by the Service or by other users and/or third parties using the Service.
4. Service Access and Changes
We reserve the right to withdraw or amend this Service or materials we provide in connection with the Service, in our sole discretion. We will not be liable if for any reason all or any part of the Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Service, or the entire Service to users. We also may update the content on this Service from time to time, and we make reasonable efforts to maintain current information. However, we cannot guarantee that the content is complete or up-to-date.
6. Third-Party Links and Technology
7. Intended for Users Over 18
The Service is not for use by any individual under the age of 18. We will not knowingly collect information or provide Service to anyone under the age of 18.
Happyō offers certain enhanced features of the Service that you can purchase as a monthly, yearly, or lifetime subscription ("Subscription") or by way of a one-off purchase ("Product"). A description of features associated with Subscriptions and Products is available via the Service. When you purchase a Subscription or a Product (each, a "Transaction"), we may ask you to supply additional information relevant to your Transaction, such as your credit card number, the expiration date of your credit card, and your address(es) for billing and delivery (such information, "Payment Information"). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. The amounts due and payable by you for a Transaction through the Service will be presented to you before you place your order. If you choose to initiate a Transaction via the Service, you authorize us to provide your Payment Information to third-party service providers so we can complete your Transaction and agree (a) to pay the applicable fees and any taxes; (b) that Happyō may charge your credit card or third party payment processing account, including, but not limited to, your account with the app store or distribution platform (like the Apple App Store or Google Play) where the App is made available (each, an "App Provider"), for verification, pre-authorization and payment purposes; and (c) to bear any additional charges that your App Provider, bank or another financial service provider may levy on you as well as any taxes or fees that may apply to your order. You'll receive a confirmation email after we confirm the payment for your order. Your order is not binding on Happyō until accepted and confirmed by Happyō. All payments made are non-refundable and non-transferable except as expressly provided in these Terms. If you have any concerns or objections regarding charges, you agree to raise them with us first and you agree not to cancel or reject any credit card or third party payment processing charges unless you have made a reasonable attempt at resolving the matter directly with Happyō.
9. Subscription Auto-Renewal
Subscriptions are automatically renewed until you terminate or cancel the subscription. All amounts are payable and charged: (i) for one-off purchase (e.g. lifetime Subscription), at the time you place your order; and (ii) For monthly or yearly subscriptions, at the beginning of the subscription and, because each such subscription renews automatically for an additional period equal in length to the expiring subscription term until you cancel it, at the time of each renewal until you cancel, using the Payment Information you have provided. You must cancel your monthly or yearly Subscription before it renews to avoid the billing of the fees for the next Subscription period.
10. Subscription Cancellations & Refunds
Generally, all charges for purchases are non-refundable and there are no refunds or credits for partially used periods. You can cancel your Happyō membership at any time, and you will continue to have access to Happyō's service through the end of your billing period. Objections to a payment already made or Cancellation requests should be directed to the App Provider if you made your Subscription purchase via the Site. If you purchase your Subscription via an App Provider, you can cancel the renewal of your subscription at any time with the App Provider. You will not receive a refund for the fees you already paid for your current subscription period and you will continue to receive the Service ordered until the end of your current Subscription period.
Happyō reserves the right to change its pricing terms for Subscriptions and Products at any time and Happyō will notify you in advance of such changes becoming effective. Changes to the pricing terms will not apply retroactively and will only apply for Subscription renewals after such changed pricing terms have been communicated to you. If you do not agree with the changes to Happyō's pricing terms then you may choose not to renew your Subscription in accordance with the section "Subscription Cancellations & Refunds."
12.1. You agree to defend, indemnify, and hold the Company, its officers, directors, partners, employees, contractors, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities, and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your use of the Service.
12.2. DISCLAIMER: HAPPYŌ IS NOT A MEDICAL ORGANIZATION. YOU SHOULD NOT CONSIDER THE SERVICE OR THE DOCUMENTATION AS MEDICAL ADVICE OF ANY KIND, AND THE SERVICE IS NOT INTENDED TO TREAT ANY ILLNESS, DISEASE, OR ADVERSE MEDICAL CONDITION OR MANAGE A CHRONIC DISEASE OR CONDITION. By using the Service, you expressly agree that use of the Service is at your sole risk. The Service is provided on an "AS IS" and "as available" basis. NEITHER The Company nor its officers, directors, managers, members, employees, agents, third-party content providers, designers, contractors, distributors, merchants, sponsors, licensors or the like (collectively, "Affiliates") warrant that use of the Service will be uninterrupted or error-free. Neither The Company nor its Affiliates warrant the accuracy, integrity, or completeness of the content provided on the Service or the products or Service offered for sale on the Service. Further, The Company makes no representation that content provided on the Service is applicable to, or appropriate for use in, locations outside of the Republic of Cyprus. The Company and its Affiliates specifically disclaim all warranties, whether expressed or implied, including but not limited to warranties of title, merchantability, or fitness for a particular purpose. Under no circumstances the Company shall be liable for any information communicated by any third party via the Service. No oral advice or written information given by The Company or its Affiliates will create a warranty. Some states do not allow the exclusion or limitation of certain warranties, so the above limitation or exclusion may not apply to you.
13. Limitation of Liability
14. Governing Law
14.1. You agree that all matters relating to your access to or use of the Service, including all disputes, will be governed by the laws of the Republic of Cyprus without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the courts in Limassol, Cyprus, and waive any objection to such jurisdiction or venue.
14.2. WAIVER OF TRIAL BY JURY. EXCEPT WHERE PROHIBITED BY LAW, YOU EXPRESSLY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR THE SERVICE.
15. No Waiver
Effective: June 28, 2021
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