Terms of Service
THESE TERMS OF SERVICE (the "Agreement") GOVERN YOUR RECEIPT, ACCESS TO, AND USE OF THE SERVICES PROVIDED BY HAPPY USERS INC. ("Happy Users"). BY (A) PURCHASING ACCESS TO THE SERVICE THROUGH AN ONLINE ORDERING PROCESS THAT REFERENCES THIS AGREEMENT, (B) SIGNING UP FOR A FREE OR PAID ACCESS PLAN FOR THE SERVICE VIA A PLATFORM THAT REFERENCES THIS AGREEMENT, OR (C) CLICKING A BOX INDICATING ACCEPTANCE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES SO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY ("Customer"); SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR IF THE ENTITY DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. CAPITALIZED TERMS HAVE THE MEANINGS SET FORTH HEREIN. THE PARTIES AGREE AS FOLLOWS:
1. The Service
1.1 Service Description
Happy Users owns and provides a cloud-based artificial intelligence service that connects to your store and account data to automate customer support resolutions (the "Service"). Anything the Customer (including Users) configures, customizes, uploads, or otherwise utilizes through the Service is considered a "User Submission." Customer is solely responsible for all User Submissions it contributes to the Service. Additional terms regarding User Submissions, including ownership, are in Section 9.2 below. The Service may include templates, scripts, documentation, and other materials that assist Customer in using the Service ("Happy Users Content"). Customers will not receive or have access to the underlying code or software of the Service (collectively, the "Software") nor receive a copy of the Software itself.
1.2 Customer's Subscription
Subject to the terms of this Agreement, Customer may purchase a subscription to, and has the right to access and use, the Service as specified in one or more ordering screens agreed upon by the parties through Happy Users's website or service portal that reference this Agreement and describe the business terms related to Customer's subscription ("Order(s)"). All subscriptions are for the period described in the applicable Order ("Subscription Period"). Use of and access to the Service is permitted only for individuals authorized by the Customer and solely for Customer's own internal business purposes, not for the benefit of any third party ("Users").
1.3 Happy Users's Ownership
Happy Users owns the Service, Software, Happy Users Content, Documentation, and anything else provided by Happy Users to the Customer (collectively, the "Happy Users Materials"). Happy Users retains all rights, title, and interest (including all intellectual property rights) in and to the Happy Users Materials, all related and underlying technology, and any updates, enhancements, modifications, or fixes thereto, as well as all derivative works of or modifications to any of the foregoing. No implied licenses are granted under this Agreement, and any rights not expressly granted to the Customer are reserved by Happy Users.
1.4 Permissions
The Service includes customizable settings allowing Users to grant permissions to other Users to perform various tasks within the Service ("Permissions"). It is solely the Customer's responsibility to set and manage all Permissions, including determining which Users can set such Permissions. Accordingly, Happy Users has no responsibility for managing Permissions and no liability for Permissions set by the Customer and its Users.
2. Restrictions
2.1 Customer's Responsibilities
The Customer is responsible for all activity on its account and those of its Users, except where such activity results from unauthorized access due to vulnerabilities in the Service itself. The Customer will ensure its Users are aware of and comply with the obligations and restrictions in this Agreement, bearing responsibility for any breaches by a User.
2.2 Use Restrictions
The Customer agrees not to, and not to permit Users or third parties to, directly or indirectly: (a) modify, translate, copy, or create derivative works based on the Service; (b) reverse engineer, decompile, or attempt to discover the source code or underlying ideas of the Service, except as permitted by law; (c) sublicense, sell, rent, lease, distribute, or otherwise commercially exploit the Service; (d) remove proprietary notices from the Service; (e) use the Service in violation of laws or regulations; (f) attempt unauthorized access to or disrupt the Service; (g) use the Service to support products competitive to Happy Users; (h) test the Service's vulnerability without authorization.
3. Third-Party Services
The Service may interface with third-party products, services, or applications that are not owned or controlled by Happy Users ("Third-Party Services"). Customers have the discretion to utilize these Third-Party Services in conjunction with our Service. Happy Users does not endorse any Third-Party Services. Customers acknowledge that this Agreement does not cover the use of Third-Party Services, and they may need to enter into separate agreements with the providers of these services.
4. Financial Terms
4.1 Fees
Customers are required to pay for access to and use of the Service as detailed in the applicable order ("Fees"). All Fees will be charged in the currency stated in the order or, if no currency is specified, in U.S. dollars. Payment obligations are non-cancellable and, except as explicitly stated in this Agreement, Fees are non-refundable.
4.2 Taxes
Fees do not include any taxes, levies, duties, or similar governmental assessments. Customers are responsible for paying all Taxes associated with their purchases.
5. Term and Termination
Subscriptions commence on the start date specified on the applicable Order and continue for the duration of the Subscription Period. Customers may opt not to renew their Subscription Period by notifying Happy Users at support@happyusers.ai. Either party may terminate this Agreement with written notice to the other party if the other party materially breaches this Agreement and such breach is not cured within thirty (30) days after receipt of such notice.
6. Warranties and Disclaimers
EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND HAPPY USERS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
7. Data Protection
Happy Users maintains reasonable security practices to protect Customer Data. Customers are responsible for securing their own systems and data. Happy Users processes all Customer Data in accordance with its Data Processing Agreement and Privacy Statement.
8. General Terms
This Agreement will be governed by the laws of the State of Delaware, USA, excluding its conflict of laws principles. Disputes arising under this Agreement will be resolved in the state or federal courts in New Castle County, Delaware. This Agreement, including any referenced documents and Orders, constitutes the full agreement between Happy Users and the Customer, superseding all prior discussions, agreements, and understandings of any nature.
For questions about these Terms of Service, please contact us at support@happyusers.ai