Happify™ Website Terms and Conditions

Happify Terms of Service: "Last Updated May 2018

Happify, Inc. (“Happify™,” “we” or “us”) thanks you for visiting our website (the “Site”). The following Happify™ Website Terms and Conditions (the “Terms and Conditions”) apply 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 some or all of 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”); 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.

YOU MUST AFFIRMATIVELY CONSENT TO USE OUR OFFERINGS, AND BY DOING SO, YOU CONSENT TO THESE TERMS AND CONDITIONS, INCLUDING OUR PRIVACY POLICY. IF YOU DO NOT AGREE TO OUR TERMS AND CONDITIONS, INCLUDING OUR PRIVACY POLICY, IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR OTHERWISE USE THE SERVICES, CONTENT (AS THAT TERM IS DEFINED BELOW), PROMOTIONS OR SITE IN ANY MANNER OR FORM WHATSOEVER.

IF YOU ARE A PARENT OR GUARDIAN AND YOU PROVIDE CONSENT FOR YOUR CHILD TO REGISTER WITH THE WEBSITE, OR IF YOU ARE AN EDUCATOR (AS DEFINED BELOW) WHO IS ACTING AS THE AGENT OF A PARENT OR LEGAL GUARDIAN, YOU MUST AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS IN RESPECT OF SUCH CHILD’S USE OF THE WEBSITE.

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.

Under our Privacy Policy, we will only process your Personal Information (as defined in the Privacy Policy) in accordance with applicable data protection and privacy laws. For the purposes of UK and EU data protection legislation, the data controller is Happify, Inc., 821 Broadway (5th FL), New York, NY 10003.

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, without notice, update, revise, or change the Agreement, and the scope and functionality of the Happify™ Offerings, in whole or in part, at any time; 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. No Medical or Psychiatric Advice or Therapy

HAPPIFY™ IS NOT A MEDICAL OR HEALTH SERVICES ORGANIZATION PROVIDER OR FORUM, AND WE DO NOT ENGAGE IN PATIENT DIAGNOSIS OR THE PRACTICE OF MEDICINE. 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 OR THERAPY, AND IS NOT PROVIDED FOR THE PURPOSE OF DIAGNOSING OR TREATING MEDICAL AND/OR PSYCHIATRIC PROBLEMS OR CONDITIONS, NOR IS IT A SUBSTITUTE FOR MEDICAL AND/OR PSYCHIATRIC TREATMENT AND/OR THERAPY. THE SITE AND SERVICES ARE NOT, AND SHOULD NEVER BE, A SUBSTITUTE FOR THE ADVICE OF A LICENSED HEALTHCARE PROVIDER OR MEDICAL PROFESSIONAL. USE OF THE SITE AND/OR SERVICES DOES NOT ESTABLISH A DOCTOR-PATIENT RELATIONSHIP. ACCORDINGLY, WHILE COMMUNICATIONS BETWEEN YOU AND HAPPIFY™ ARE COVERED BY OUR PRIVACY POLICY, THEY ARE NOT PROTECTED BY PHYSICIAN-PATIENT PRIVILEGE OR DOCTOR-PATIENT CONFIDENTIALITY. 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, THERAPIST OR OTHER HEALTHCARE PROVIDER BEFORE ADOPTING ANY WELLNESS PROGRAM, EXERCISE 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 OR PSYCHOLOGICAL DISORDER.

3. Requirements

The Happify™ Offerings are not available to: (A) any users previously suspended or removed from the Site or Services OR (B) ANY PERSONS UNDER THE AGE OF 13 WHOSE REGISTRATION HAS NOT BEEN APPROVED BY A PARENT OR LEGAL GUARDIAN.

4. Registration/Account/Fees/Billing

Initially, visitors to the Site may be offered a proprietary Happify™ “Happiness Assessment or “Track Recommender”.” Upon completion, Happify™ may invite the visitor to register on the Site to become a Member. Visitors also may register for membership or become members (1) by and through their Facebook™ account or Twitter™ accounts, (2) through a Happify Health™ program offered by various healthcare providers, health plans and/or employers (“Happify Health Program Companies”), or (3) through 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: full name; e-mail address; date of birth; home address; telephone number; user name and password; where you register via your Facebook™ account, your: Facebook™ ID; Facebook™ profile name; Facebook™ profile picture; education history (as included in your Facebook™ account); interests (as included in your Facebook™ account); Facebook™ photographs included in your Facebook™ account; and any and all other information made available to Happify™ by and through your Facebook™ account; where you register via your Twitter™ account, your: Twitter™ user ID; Twitter™ profile name; Twitter™ avatar; and any and all other information made available to Happify™ by and through your Twitter™ account; information you submit or that we receive from your Happify Health Program Company when you access Happify™ through a program offered by such providers (such as, your GU I.D., employee or other employer-issued I.D., username, email address, telephone number); and 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™, or through the Happify Health program. 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.

If you have reason to believe that your Member account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your user name, password, or any credit, debit or charge card number stored) you will notify Happify™ of the problem to avoid possible liability for any unauthorized charges to your account. To access and use some of our Services you will need to pay the applicable fees described on the Site for such Services, including applicable taxes (the “Subscription Fees”), unless you are accessing and using the Services through a program offered by a Happify Health Program Company, in which case the terms of payment, if any, will be established by the Happify Health Program Company. When you subscribe for Services requiring a payment, you hereby agree to pay the Subscription Fees, in accordance with billing terms in effect at the time the fee or charge becomes payable, and you agree to abide by the Terms and Conditions like any other user or Member. See the Payment Policy section below.

We reserve the right to change, suspend, or terminate any account, including any feature, content, or service at any time for any reason. We may also place limitations on the use of certain Services, content or features, and/or limit your access to parts of the Site or Services without notice or liability.

Happify™ agrees that it will terminate any paid or unpaid subscription to Services upon notice from the Member. A Member's right to use the Site is subject to any limits established by Happify™ or by the Member's credit card issuer, unless the Member is using the Site through a Happify Health Program Company when other payment terms may apply. If payment cannot be charged to a Member's credit card or a Member's charge is returned for any reason, including chargeback, Happify™ reserves the right to either suspend or terminate the Member's access and account, thereby terminating this Agreement and all obligations of Happify™ hereunder.

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: where Happify™ believes that you are in any way in breach of the Agreement; and 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.

5. Happify Health™

Happify™ offers its Site and Services to various healthcare providers, health plans and/or other organizations and companies (collectively, “Happify Health Program Companies”). Members, employees, clients or customers (“Happify Health Program Clients”) of such Happify Health Program Companies may be subject to the payment terms provided by their Happify Health Program Company.

6. School Program

Happify™ may make available certain Happify™ Offerings to children under the age of 13 (“Child Member”) as part of Happify™’s program for schools. A Child Member may not participate in Happify™’s program for schools unless the Child Member’s parent or legal guardian has granted consent to the Child Member’s school. If the school has not obtained consent from the Child Member’s parent or legal guardian the Child Member may not participate in Happify™’s program for schools. A representative of a school district or school, teachers, and other educators (each an “Educator”) may register accounts on the Site for one or more of his or her students solely using the applicable registration mechanism made available by Happify™ for Educators on or through the Site. IF YOU ARE AN EDUCATOR AND YOU REGISTER AN ACCOUNT FOR ANY CHILD MEMBER, YOU REPRESENT AND WARRANT THAT YOU HAVE RECEIVED CONSENT FROM SUCH CHILD MEMBER’S PARENT OR LEGAL GUARDIAN FOR YOU TO REGISTER THE CHILD MEMBER FOR THE SITE AND SPECIFIC HAPPIFY OFFERINGS AND FOR YOU TO PROVIDE TO HAPPIFY THE INFORMATION YOU DISCLOSE IN CONNECTION WITH THE REGISTRATION OF SUCH CHILD MEMBER. WITHOUT LIMITING THE FOREGOING, YOU FURTHER AGREE TO BE BOUND BY THESE TERMS ON BEHALF OF SUCH CHILD MEMBER, INCLUDING WITHOUT LIMITATION BEING LIABLE FOR ALL USE OF THE SITE BY THE CHILD MEMBER. YOU AND THE SCHOOL ARE SOLELY RESPONSIBLE FOR MONITORING THE CHILD MEMBER’S POSTS TO DETERMINE IF ANY POSTS VIOLATE SCHOOL POLICIES, CONSTITUTE BULLYING OR OTHER PROHIBITED BEHAVIOR OR ILLEGAL CONDUCT OR INDICATE THE STUDENT IS IN NEED OF PROFESSIONAL ASSISTANCE. HAPPIFY™ DOES NOT REGULARLY MONITOR POSTS UNDER THE SCHOOL PROGRAM AND DOES NOT MONITOR POSTS TO DETERMINE IF ANY PROHIBITED BEHAVIOR IS OCCURRING, AND DISCLAIMS ANY RESPONSIBILITY TO DO SO. IF HAPPIFY™ SHOULD VIEW CONTENT THAT IT BELIEVES MAY FALL INTO ONE OF THE ABOVE CATEGORIES, IT WILL NOTIFY THE EDUCATOR AND/OR SCHOOL AUTHORITIES, AND DISCLAIMS ANY FURTHER RESPONSIBILITY TO REPORT THE CONDUCT TO LAW ENFORCEMENT AUTHORITIES OR HEALTH PROFESSIONALS. YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS HAPPIFY AGAINST ANY AND ALL CLAIMS, LOSSES, LIABILITIES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR RELATED TO (A) YOUR VIOLATION OF ANY PROVISION, REPRESENTATION OR WARRANTY IN THIS SECTION; (B) THE USE OF THE HAPPIFY OFFERINGS BY THE CHILD MEMBER; (C) YOUR FAILURE TO OBTAIN SUFFICIENT PARENTAL OR LEGAL GUARDIAN CONSENT; OR (D) YOUR REGISTRATION OF THE CHILD MEMBER.

7. Coaching Program

Happify™ offers a coaching program to a limited number of Happify™-Plus members. Eligible members will be able to work with coaches who will provide individualized support and guidance to enhance the Happify™ experience.

Participating members are entitled to one week of private coaching without charge. If the member elects to continue with private coaching after the free trial, the member must select a payment plan, either monthly, quarterly or yearly. The participating member selects a coach from the Happify™ coach directory. The member may use one coach at a time, but may change coaches at any time by selecting a new coach from the coach directory.

The coach will be available 5 days per week, Monday to Friday, and will respond to the user within 24 hours or the next business day if the communication is made on a Friday or before a holiday. The coach may be unavailable for 15 work days per year. If the coach should become permanently unavailable for any reason, the user will select another coach with comparable expertise.

All communications with coaches shall be through electronic means, primarily text messaging through the Happify™ iOS app or the Happify™ website messaging interface, or through posts on the user’s bulletin board.

All messages will be private, confidential and secure. The coach will be permitted to access the member’s user data, including happiness statistics, character strength assessment results, user posts and comments (public and private).

By participating in the coaching program, you are consenting to the disclosure of this information to any coach with whom you are working. The coach is under a duty to maintain the confidentiality of this information and any other personal information you share with the coach, and the coach may not disclose this information to anyone else unless under a legal requirement to do so.

8. Payment Policy

Access to some sections of the Happify™ website or through certain Happify programs is free, but we charge for some of our products and services on a subscription fee basis. This Payment Policy applies to users who have purchased a Happify™ subscription plan to access Happify™ either online or through a mobile application.

(a) Overview of Subscription Plans and Payments

We offer several types of individual plans and gift plans. The pricing terms applicable to your account may vary depending on promotions, the type of subscription and the term you select at the time of purchase. Most of our subscription plans renew automatically, as described in more detail below. If you have questions regarding your plan after you sign up, please refer to your Membership page and the confirmation email that will be sent to you after your purchase.

We may from time to time, at our discretion, offer a 30-day trial period for the yearly and two-year subscription plans, and if you sign up under that offer, you will not be billed for the full term until the end of the 30-day trial period. Note that trial periods are not available with the mobile subscription plans. After the end of any trial period, our mobile and online subscription plans are billed in one up-front payment for the entire term of the plan you choose. Thus, if you purchase a monthly plan, you will be charged for the full month’s payment at the beginning of each month; and if you purchase a yearly plan or two-year plan, you will be charged for the entire year or two-year term at the beginning of the term. You will also be able to cancel the yearly or two-year subscription within 30 days after the fee has been charged to your account, in accordance with our cancellation terms. We may use a third-party payment processor to facilitate your payments.

(b) Lifetime Subscription Plans

Happify™ offers a Lifetime subscription plan. A Happify™ Lifetime subscription plan allows you to access the Happify™ services available at the time of your purchase for as long as those services are available. You may not assign a Lifetime subscription plan to any other person. Happify™ makes no warranties or representations that any of its services will continue to be available for any period of time, and in purchasing a Lifetime plan, you acknowledge and agree that the Happify™ services could change or terminate at any time in the future.

(c) Refund Policy

Happify™ offers a 30-day, 100% money - back guarantee for subscriptions made online at Happify.com for the yearly, two-year, and lifetime plans. The monthly plan is excluded from this offer as are subscriptions for mobile applications. You may receive a refund by contacting our Customer Service team within 30 days of your purchase. Requests made after 30 days will not be eligible. We do not prorate refunds or offer partial refunds except in an instance where we have terminated your membership for any reason other than your breach of our terms. Purchases of subscriptions made through the Apple iTunes Store or our iPhone or iPad applications are final, and are not eligible for a refund. These purchases are subject to Apple’s terms and payment policy, and Apple’s policy may exclude refunds as well.

Purchases of subscriptions made through the Google Play Store or our Android applications are final, and are not eligible for a refund. These purchases are subject to Google Play's terms and payment policy, and Google Play's policy may exclude refunds as well.

(d) Renewals

All Happify™ subscriptions made online at Happify.com, except gift purchases, renew automatically using the payment details on file for your account. If you purchase a subscription with the automatic renewal feature, you agree that we are authorized to use the payment information on file to charge the renewal fee.

The date of automatic renewal of your subscription is shown on your Membership page and in the payment confirmation email sent after your initial purchase. You may cancel the automatic renewal feature at any time before the renewal date by following the instructions on your Membership page or by contacting our Customer Service team. Additionally, for annual and two - year subscriptions, we will refund renewal payments in full if you contact our Customer Service team within 7 days after the renewal payment is made. We do not offer refunds for renewal payments for monthly subscriptions after the monthly subscription fee has been charged to your account.

If you signed up for our services using a promotion discount, fees for your renewal may be higher than your initial rate. Please refer to your Membership page or the confirmation email sent after your initial purchase for details regarding the renewal amount and the date of the next renewal.

(e) Price Increases

Our prices may change in the future. We will notify you at the time of any price change, and provide you an opportunity to change or cancel your subscription before applying those changes to your account or changing your payment details in connection with an automatic renewal.

(f) Payment Information

By providing payment information to us, you represent that the payment information is accurate, current and in your own name or in the name of an individual who has authorized you to use his or her payment information for your subscription purchase.

If you provide someone else’s payment information, you agree that we may make a refund to that person if he or she so requests and if the account is eligible for a refund under our Payment Policy. This may cause interruption to or termination of your Happify™ Services.

9. 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.

10. Description of the Happify™ Services

Subject to the terms and conditions of the Agreement including, without limitation, those contained in Sections 11 and 12 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 sco re 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 11 and/or 12 below; and/or (ii) 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.

11. Description of the Interactive Services

Subject to the terms and conditions of the Agreement including, without limitation, those contained in Sections 12 and 13 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 12 and/or 13 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.

12. Member Interactions/Comments/Activity Posts

As part of your use of the Site and Services, you may upload, post, distribute or disseminate, or send to us Member Content, including but not limited to, photographs, images you have taken, captions and comments, which we, at our discretion, may post on the Site. You hereby grant Happify™ an irrevocable, nonexclusive, transferable royalty - free worldwide right (including any moral rights) and license to use the Member Content on the Site and to promote and advertise the Site and Services in any way. In connection with the operation and promotion of the Site and Services, you agree that Happify™ has the right to copy, cache, modify, publish, display, distribute, translate, create derivative works from, and store the Member Content, regardless of the medium, technology, or form in which it is used. For example, Happify™ may use the Member Content to promote the Site and Services as part of a book, screen option, demonstration or brochure.

You also warrant that if you are not the holder of any such rights, the holder of such rights has completely and effectively waived all such rights and validly and irrevocably granted you the right to grant the license stated above. You acknowledge and agree that you are solely responsible for the form, content and accuracy of any Member Content. You are responsible for your own postings and are responsible for the consequences of your postings. 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.

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.

13. 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 or commercial solicitation of third parties; (g) transmit any chain letters, spam or junk e - mail; (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 or other persons 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, service marks, trade secrets, patents, domain names, 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.

14. 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 14. Happify™ reserves any rights not explicitly granted in the Agreement. YOU AGREE THAT HAPPIFY™, IN ITS SOLE DISCRETION, MAY TERMINATE YOUR USE OF THE SITE AND HAPPIFY™ OFFERINGS, AND REMOVE AND DISCARD ANY CONTENT WITHIN THE SITE, FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, FOR LACK OF USE OR IF HAPPIFY™ BELIEVES THAT YOU HAVE VIOLATED OR ACTED INCONSISTENTLY WITH THE LETTER OR SPIRIT OF THE TERMS AND CONDITIONS. HAPPIFY™ MAY ALSO IN ITS SOLE DISCRETION AND AT ANY TIME DISCONTINUE PROVIDING THE SITE AND HAPPIFY™ OFFERINGS OR ANY PART THEREOF, WITH OR WITHOUT NOTICE. YOU AGREE THAT ANY TERMINATION OF YOUR ACCESS TO THE SITE AND HAPPIFY™ OFFERINGS UNDER ANY PROVISION OF THESE TERMS AND CONDITIONS MAY BE EFFECTED WITHOUT PRIOR NOTICE , AND ACKNOWLEDGE AND AGREE THAT HAPPIFY™ MAY IMMEDIATELY DEACTIVATE OR DELETE YOUR MEMBER CONTENT AND/OR BAR ANY FURTHER ACCESS TO SUCH FILES, THE SITE OR HAPPIFY™ OFFERINGS. FURTHER, YOU AGREE THAT HAPPIFY™ SHALL NOT BE LIABLE TO YOU OR ANY THIRD - PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE HAPPIFY™ OFFERINGS. THE TERMS AND CONDITIONS WILL CONTINUE TO APPLY TO YOUR PAST USE OF THE SITE AND HAPPIFY™ OFFERINGS. TERMINATION OF YOUR ACCESS TO AND USE OF THE SITE AND HAPPIFY™ OFFERINGS SHALL NOT RELIEVE YOU OF ANY OBLIGATIONS ARISING OR ACCRUING PRIOR TO SUCH TERMINATION OR LIMIT ANY LIABILITY THAT YOU OTHERWISE MAY HAVE TO HAPPIFY™.

15. 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, service marks 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 and/or copyrights of Happify™. All other trademarks are the property of their respective owners. The use of any Happify™ trademarks, service marks, copyrights, patents, trade secrets, domain names, and/or other proprietary rights without Happify™’s express written consent is strictly prohibited.

16. 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.

17. 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 17 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.

18. 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/OR IMPLIED, ARE DISCLAIMED TO TH E 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, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS OR DESTRUCTIVE PROGRAMS; (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.

19. 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 PAIN AND SUFFERING, PERSONAL INJURY/WRONGFUL DEATH, LOSS OF INCOME, LOSS OF CONSORTIUM, BUSINESS INTERRUPTION, OR DAMAGES FOR LOSS OF PROFITS, GOODWILL, LOSS OF DATA OR OTHER INTANGIBLE LOSSES (EVEN IF HAPPIFY™ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). TO THE FULLEST EXTENT PERMISSIBLE BY LAW, HAPPIFY™ ALSO SHALL NOT BE LIABLE TO YOU OR ANY THIRD - PARTY 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, MEDICAL AND OTHER MALPRACTICE, 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.

20. 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 may be 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.

21. 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, service marks, privacy, right of publicity 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.

22. 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 on or 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:

Attn: DMCA/Copyright Agent
Happify, Inc
821 Broadway (5th FL), New York, NY 10003.

23. Dispute Resolution Provisions

The Agreement shall be treated as though it were executed and performed in New York, New York, U.S.A. and shall be governed by and construed in accordance with the laws of the State of New York, U.S.A. (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 the parties agree to submit their dispute for resolution by binding 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; provided, however, that any claims, disputes, actions or proceedings by Happify™ to relating to its intellectual property rights and/or to prevent unfair competition, misappropriation of trade secrets, unauthorized access, fraud, industrial espionage, and or fraud (including compute r fraud) may be brought in the federal courts in the City and County of New York, New York, U.S.A. and you irrevocably consent to the exclusive jurisdiction and venue of such courts.

To the extent permitted by law, you agree that you will not join any arbitral claim with the claim of any other person or entity, and 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 provide d 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.

Happify™ makes no claim that the Site or the Happify™ Offerings may be lawfully viewed or that Content may be downloaded outside the U.S.A. Access to the Site and Content and use of the Happify™ Offerings may not be legal by certain persons or in certain countries. If you access the Site and use the Happify™ Offerings from outside the U.S.A., you do so at your own risk and you are responsible for compliance with the laws of your jurisdiction.

24. 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. Headings used in this Agreement are for convenience only and have no legal or contractual significance. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors, heirs, and assigns of both parties, as the case may be. Happify™ may assign this Agreement in whole or in part at any time without your consent. You may not assign this Agreement or delegate any of your obligations hereunder.

25. Contact Us

To contact us directly with any questions or comments that you may have, send an email to support@happify.com. We endeavor to listen to or read, as applicable, every message sent in and 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.