These Terms of Service (these “Terms”) apply to the products and services of DaysToHappy Inc., a Delaware corporation, and its subsidiaries and affiliates (“Happy,” “we,” “our” or “us”), including our websites, social media pages, software applications, and other online services (collectively, the “Services”).
1. Agreement to Terms Please read these Terms carefully. By accessing or using the Services, you (“you” or “your”) acknowledge that you have read these Terms, that these Terms govern your use of the Services, and that you agree to them. If you are using this Site on behalf of an organization or entity, then the organization or entity must also agree to these Terms, and the terms “you” and “your” also apply to such organization or entity. If you do not agree to be bound by these Terms, please do not use the Services.
2. Additional Terms We may also have different or additional terms in relation to some of the Services. Unless we say otherwise in those terms, those terms supplement and are part of these Terms and will control to the extent there is a conflict with these Terms.
3. Service Use You must be 16 years or older to use the Services. If you are under the age of majority where you live, you may only use the Services if your parent or guardian agrees to our Terms. Please read these Terms with them. If you are a parent or legal guardian of a user under the age of majority where you live, you are subject to these Terms and responsible for your child’s activity on the Services. Account Registration and Security. To use many of the Services, you may have to register for an account. You must provide accurate account information, keep this information updated, and maintain the security of your account. Notify us immediately by email at privacy@daystohappy.com of any unauthorized use of your account or any other breach of security. You are responsible for all activities that occur in connection with your account to the extent permitted by applicable law. You agree not to create an account if we have previously removed you or your account from any of the Services, unless we expressly agree otherwise.
4. Subscriptions and Promotional Offers Happy Business Subscription. We offer you the ability to access Happy through a business subscription (“Happy Business Subscription”), which may be provided as part of an agreement between Happy and your employer, a company providing a health plan, a company from which you purchased products or services, or another entity. To receive access to Happy through a Happy Business Subscription, you must follow the instructions provided by your organization pursuant to the terms of its agreement with Happy. Your ability to access and use Happy through a Happy Business Subscription may be subject to additional terms between you and the applicable organization. Once your eligibility under the Happy Business Subscription expires, your right to use the Happy Business Subscription as part of that subscription will automatically terminate.
5. Services and User Content Rights Happy Services Ownership. Subject to the limited license rights granted under these Terms, Happy and its licensors exclusively own all right, title, and interest in and to the Services, including all text, graphics, images, audio, video, and other materials made available via the Services, and all associated intellectual property rights. You acknowledge that the Services are protected by intellectual property rights and other laws of the U.S. and foreign countries. You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying any part of the Services. You will not reproduce, distribute, modify, create derivative works of, display, perform, republish, download, store, or transmit any of the Services, except as necessary for your permitted use of the Services. Limited License. Subject to your compliance with these Terms, Happy grants to you a limited, non-exclusive, non-transferable, non-sublicensable, and freely revocable (at any time and for any reason) license to access and use the Services solely for your personal, non-commercial purposes. Further, Happy grants you a limited non-exclusive, non-transferable, non-sublicensable, and freely revocable (at any time and for any or no reason) license to download and install a copy of any mobile app we distribute through an application distribution platform (such as the Apple App Store or the Google Play Store) on a mobile device that you own or control. Any use of the Services other than as specifically authorized herein, without our prior written permission, is a strictly prohibited violation of our intellectual property rights and will immediately and automatically terminate the license granted to you herein. Subject to your mobile device configurations, you authorize us to automatically install updates to any of our mobile apps. User Content Ownership. Except for the license you grant to us below, and except for content already owned by Happy, Happy does not claim any ownership rights in any messages, images, text, or other content that is: (a) uploaded, stored, shared, posted, or otherwise made available through the Services by you or any of our other users; or (b) posted to social media platforms in a post that tags a Happy account or that uses a hashtag incorporating a Happy trademark (individually and collectively, “User Content”). User Content does not include any portion of the Services or any other materials owned by Happy included in or with User Content. License You Grant to Happy. By creating any User Content (e.g., by posting content to the Services or social media), you hereby grant to Happy an irrevocable, perpetual, non-exclusive, transferable, sublicensable, worldwide, and royalty-free license to use, reproduce, distribute, creative derivative works of, perform, display, transmit, translate, adapt, arrange, communicate to the public, broadcast, use as a basis for an audiovisual work, and otherwise exploit your User Content in any numbers, languages, formats, and manners, and by any means now known or later developed. Furthermore, you expressly authorize us (and you represent and warrant that you have the authority to authorize us) to do any of the foregoing with respect to any name, username, signature, voice, image, or likeness (collectively, “Image”) of any person provided in connection with your User Content. Furthermore, you hereby irrevocably and throughout the world waive and agree not to enforce or assert any and all so-called “moral rights” or “special rights” you may have with respect to your User Content. When you post or otherwise make available User Content on or through the Services, you understand that your User Content and any associated information may be visible to others. You represent and warrant that your User Content, and our use of such content as permitted by these Terms, will not violate any rights of or cause injury to any person or entity. Happy takes any and all user data, including User Content, seriously and will only disclose or use your data in accordance with its Privacy Policy.
6. Third-Party Content The Services may contain information about, and links to, third-party products, services, websites, resources, activities, or events, and we may allow third-parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content only as a convenience and do not control or endorse, and make no representations or warranties regarding, any Third-Party Content. To the extent permitted by applicable laws, you acknowledge sole responsibility for, and assume all risk arising from, your access to and use of Third-Party Content.
7. Copyright Complaints and Repeat Infringer Policy If you believe that anything provided on or through the Services infringes any copyright or other intellectual property right that you own or control, you may submit a notification pursuant to the Digital Millennium Copyright Act (the “DMCA”) by providing Happy’s designated agent with the information required in 17 U.S.C. § 512(c)(3). Happy’s designated agent is: Name: Trevor Crowley Address: 1100 W. Idaho St., Ste. 930, Boise, ID 83702 E-Mail Address: legal@daystohappy.comPhone: 800-880-6550If the content infringes rights protected by U.S. copyright laws, please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification, noting that if you do not provide the proper information, Happy may be unable to assist you. Also, please note that if you knowingly misrepresent that any activity or material on the Services is infringing, you may be liable for costs and damages. In accordance with the DMCA and other applicable laws, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others.
8. Prohibitions on User Content and Conduct You are solely responsible for your User Content and conduct while using the Services, and will not do any of the following: Post, upload, create, publish, store, submit, transmit, share, or otherwise make available any User Content that: (i) is confidential and for which you do not have all necessary rights to disclose or to grant us with the license described above; (ii) may or does infringe, misappropriate, or violate a third-party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, rights of publicity or privacy, contract rights, or other rights; (iii) violates, or encourages any conduct that would violate, these Terms or the rights of any party, or that would otherwise create liability or violate any applicable local, state, national, or international law or regulation, or that would give rise to civil or criminal liability; (iv) is fraudulent, false, misleading, or deceptive; (v) impersonates or misrepresents your affiliation with, any person or entity or contains or depicts any statements, remarks, or claims that do not reflect your honest views and experiences; (vi) is defamatory, obscene, pornographic, vulgar, offensive, unlawful, libelous, indecent, lewd, suggestive, abusive, or inflammatory; (vii) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (viii) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (ix) promotes illegal or harmful activities or substances; (x) contains any unsolicited or unauthorized promotions, political campaigning, advertising, or solicitations; (xi) contains any viruses, worms, trojan horses, spyware, malware, corrupted data, or other harmful, disruptive, or destructive files or content; or (xii) in our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying the Services, or may expose Happy or others to any harm or liability of any type; Use, reproduce, distribute, create derivative works of (or otherwise modify), perform, display, transmit, translate, adapt, arrange, communicate to the public, broadcast, use as a basis for an audiovisual work, or otherwise exploit any of: (a) the Services, or any individual element within the Services; (b) any confidential or proprietary information of Happy; or (c) any name, trademark, service mark, trade dress (including the layout or design of any page or form that is part of the Services), logo, or other identifier of Happy (unless you obtain express prior written consent from Happy or its applicable licensors);Use the Services: (a) other than for their intended purpose; (b) in any manner not permitted by these Terms; (c) in a manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services in any manner; Develop or use any applications that interact with the Services without our prior written consent; Avoid, bypass, ignore, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Happy or any of Happy’s providers or any other third-party (including another user) to protect the Services; Attempt to access or search the Services, scrape, or extract data or other content from the Services, including through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or the like) other than the software or search agents provided by Happy or as permitted by our robot.txt file (if any);Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services, or do anything that might discover source code; Interfere with, or attempt to interfere with, the access of any user, host, or network, including sending a virus, overloading, flooding, spamming, mail-bombing or otherwise disrupting the Services; Collect or store any personally identifiable information from the Services from other users of the Services without their express permission; Engage in any harassing, threatening, intimidating, predatory, or stalking conduct; Use or attempt to use another user’s account without authorization from that user and Happy; or Encourage or enable any other individual to do any of the foregoing.
9. Trademarks You may not copy, imitate, or otherwise use (other than to refer to Happy or the respective goods or services in a nominal manner) any of Happy’s trademarks, trade names, logos, product and service names, slogans, trade dress (including the look and feel of the Services), or other identifiers of any kind, in whole or in part, without Happy’s prior written permission. The absence of a trademark notice or other intellectual property rights notice does not constitute a waiver of Happy’s trademark or other intellectual property rights. All third-party trademarks mentioned in the Services are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by Happy.
10. Termination To the extent permitted by applicable law, we may terminate your access to and use of the Services or your account, with or without notice to you, if we determine (in our sole discretion) that you have violated these Terms. We may terminate your Happy Business Subscription if you are no longer eligible for a Happy Business Subscription based on the terms of our agreement with your organization, in which case your access to and use of the Services in accordance with the Happy Business Subscription will terminate. You may cancel your account at any time by sending an email to us at [insert email] or texting STOP in the text message thread, although you will need to separately cancel any active subscriptions. Upon any termination, discontinuation, or cancellation of the Services or your account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, perpetual licenses, limitations of liability, and dispute resolution provisions.
11. Warranty Disclaimers Your use of the Services is at your sole risk. Except as otherwise provided in writing by us and to the extent permitted by applicable laws, the Services are provided “as is” and “as available” without warranties of any kind, express or implied. Without limiting the foregoing, we explicitly disclaim any warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of trade. Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so the exclusion and limitations in this section may not apply to you. We make no representation or warranty that the Services will meet your requirements or be available on an uninterrupted or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of any of the Services. You assume the entire risk as to the quality and performance of the Services to the extent permitted by applicable law.
12. Medical Disclaimers DISCLAIMER: NO INFORMATION BY HAPPY OR RELATING TO HAPPY CREATES A PHYSICIAN-PATIENT RELATIONSHIP NOR IS IT A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. All information obtained from Happy, including but not limited to text, graphics, images and other material contained on our website or on our printed materials, is for informational purposes only. Happy refuses to form a physician-patient relationship with anyone, and declines to allow any of its materials to create a physician-patient relationship or substitute for professional medical advice, diagnosis or treatment. Always seek the advice of your own physician or other qualified health care provider as to any questions you may have regarding a medical condition or treatment. Never undertake a new fitness program or health care regimen without first consulting your own physician, and never disregard professional medical advice or delay in seeking it because of something you have read in Happy’s online or print materials. Happy is not a licensed medical care provider and does not engage in, and has no expertise in, diagnosing, examining, or treating medical conditions of any kind, or in prescribing treatments or determining the effect of any specific treatment on a medical condition. Happy does not provide emergency services and is not obligated to contact you or anyone on your behalf with respect to your medical condition or treatment; accordingly, if you experience an emergency, you should immediately dial 911. Happy is not responsible for the accuracy, reliability, effectiveness, or correct use of any of the Services. Happy makes no claims, representations, warranties or guarantees that the Services provide a therapeutic benefit. Happy disclaims, and by using the Services you hereby waive, any liability by Happy or any of the Happy Parties for any consequences of your decisions or actions made during or after the use of the Services, and you represent and warrant that you are willing and will assume full responsibility for your decisions and actions. Not all activities described as part of the Services are suitable for everyone. Do not use the Services while driving, operating heavy machinery, or performing other tasks that require attention and concentration. The Services utilize a proprietary chatbot that uses chats to launch basic exercises and activities that promote resilience, positive social and emotional development, self-monitoring, or goal setting. The chatbot uses artificial intelligence in very limited circumstances and primarily uses pre-programmed responses that have been vetted and pre-approved by Happy. The chatbot system is not a human nor is it monitored by a human. It cannot detect or offer advice on issues it does not recognize. The chatbot may not recognize any severe issues, or may falsely recognize severe issues, such as an end user considering self-harm, considering harming someone else, or being abused, and therefore the Services cannot be relied upon as a detection service for severe issues.
13. Indemnity To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Happy and its officers, directors, partners, employees, and agents (individually and collectively, the “Happy Parties”), from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees (“Claims”), arising out of or in any way connected with: (a) your access to or use of the Services; (b) your User Content or feedback; (c) your violation of these Terms; (d) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services. You will promptly notify the Happy Parties of any third-party Claims, cooperate with the Happy Parties in defending such Claims, and pay all fees, costs, and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You also agree that the Happy Parties will have control of the defense or settlement, at Happy’s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Happy or the other Happy Parties.
14. Limitation of Liability To the fullest extent permitted by applicable law, neither Happy nor any other party involved in creating, producing, or delivering the Services will be liable for any incidental, special, exemplary, or consequential damages, including, but not limited to, lost profits, loss of data or goodwill, service interruption, computer damage or system failure, or the cost of substitute Services arising out of or in connection with these Terms or from the use of or inability to use the Services, whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not Happy has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you. Unless such limits are prohibited by applicable law, in no event will Happy’s total liability arising out of or in connection with these Terms or from the use of or inability to use the Services exceed the greater of: (a) the amounts you have paid to Happy for use of the Services; or (b) fifty U.S. dollars (US$50). The exclusion and limitations of damages set forth above are fundamental elements of the basis of the bargain between Happy and you.
15. Agreement to Arbitrate All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of Idaho or another location mutually agreeable to the parties. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys' fees. Any such arbitration shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction.
16. Governing Law and Venue These Terms and any action related thereto will be governed by the laws of the State of Idaho without regard to its conflict of laws provisions. If any Dispute is not subject to arbitration or cannot be heard in small claims court, then the state and federal courts located in the State of Idaho will have exclusive jurisdiction. You and Happy waive any objection to venue in any such courts.
17. Modifying and Terminating the Services We may change or discontinue any or all or any parts of the Services, at any time and without notice, at our sole discretion, for any purpose, including to make improvements, address technical needs, and help prevent damage to users or the Services. You also have the right to stop using the Services at any time. To the extent permitted by applicable laws, we are not responsible for any loss or harm related to your inability to access or use the Services.
18. Changes to Terms We may make changes to these Terms by notifying you of the changes, including by posting the revised Terms on the applicable Services or providing additional notice (like by email or via in-service message). For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. Except as specified in section 16, disputes arising under these Terms will be resolved in accordance with the version of these Terms in place at the time the dispute arose. Unless we indicate otherwise in our notice, your use of the Services following the effective date of any changes to these Terms will constitute your acceptance of such changes. If you do not agree to the updated Terms, you should terminate your account and stop using the Services.
19. Other Terms These Terms and all additional terms incorporated herein constitute the entire and exclusive understanding and agreement between Happy and you regarding the Services, and (except as expressly set forth herein) these Terms supersede and replace any and all prior oral or written understandings or agreements between Happy and you regarding the Services. If any provision or part of a provision of these Terms is held unlawful, invalid, or unenforceable, that provision or part of the provision will be enforced to the maximum extent permissible and is deemed severable from these Terms, and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer any of your rights or obligations under these Terms, by operation of law or otherwise, without Happy’s prior written consent. Any attempt by you to assign or transfer your rights or obligations under these Terms, without such consent, will be null and of no effect. We may freely assign or transfer our rights and obligations under these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns. Happy’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Happy. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
20. Contact Information If you have questions about these Terms or the Services, please contact Happy by email at privacy@daystohappy.com.
© 2024 DaysToHappy, Inc. All Rights Reserved.
