Happily Marketplace Vendor Terms of Use Agreement

Happily Company, Inc. (“the Company”) provides marketplace services (the “Services”) through its proprietary website (the “Website”) that enables brands, corporations, government institutions, agencies, non-profits and individuals seeking assistance with the creation of content and other materials for media and events (each, a “Client”) with a network of Vendors willing to create such content and materials (each a “Vendor” and the services provided by such Vendors, the “Vendor Services”).  If you create an Account (as defined below) through the Company’s Vendor portal or provide any Vendor Services, you will be deemed a Vendor and these Terms of Use apply to you. 

PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS OF USE”) CAREFULLY.  THIS WEBSITE AND THE INFORMATION ON IT ARE CONTROLLED BY COMPANY. THESE TERMS OF USE GOVERN  YOUR PERFORMANCE OF Vendor SERVICES, AS WELL AS THE USE OF THE WEBSITE AND APPLY TO ALL INTERNET USERS VISITING THE WEBSITE.  BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, AND/OR BROWSING THE WEBSITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH COMPANY, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THE TERMS OF USE.  THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE WEBSITE. __IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.__

__PLEASE BE AWARE THAT SECTION 14 (DISPUTE RESOLUTION) OF THIS AGREEMENT, BELOW, CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION.  UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.__  

Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service.  If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service.  The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Agreement.”
PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY COMPANY IN ITS SOLE DISCRETION AT ANY TIME.  When changes are made, Company will make a new copy of the Terms of Use Agreement available at the Website and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website.  We will also update the “Last Updated” date at the top of the Terms of Use Agreement.  Company may require you to provide consent to the updated Agreement in a specified manner before further use of the Website and/ or the Services is permitted.  If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website and/or the Services.  Otherwise, your continued use of the Website and/or Services constitutes your acceptance of such change(s).  PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

Happily Marketplace Vendor Terms of Use Agreement Part 1

### 1. Vendor SERVICES

__1.1 Generally.__ The Services enable Vendors to create publicly available profiles to enable Clients in need of Vendor Services to browse and search for Vendors that match their needs (each, a “User”).   Clients may engage Vendors for Vendor Services via the Services based on the rate and availability provided by Vendors on the Services.

__1.2 Registration Data and Accounts.__  As part of the signing up with the Services to become a Vendor, you must create an account (an “Account”) provide certain information prompted by the Services (“Registration Data”). You represent and warrant that all Registration Data is current, accurate, truthful and complete, and will update such Registration Data to keep it current accurate, truthful and complete. You represent that you are (i) at least eighteen (18) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using the Services, or providing the Vendor Services, under the laws of the United States, your place of residence or any other applicable jurisdiction.  You are responsible for all activities that occur under your Account.  You may not share your Account or password with anyone, and you agree to (y) notify Company immediately of any unauthorized use of your password or any other breach of security; and (z) exit from your Account at the end of each session.  If you provide any information that is untrue, inaccurate, not current or incomplete, or Company has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate your Account and refuse any and all current or future use of Company Properties (or any portion thereof).  You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself.  You agree that you shall not have more than one Account at any given time.  Company reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights.  You agree not to create an Account or use the Services if you have been previously removed by Company, or if you have been previously banned from any of the Services.

__1.3 Profiles.__ Vendors are solely responsible for creating and updating their publicly available user profiles on the Services (each, a “Profile”).  As a Vendor, you represent and warrant that all information you provide in your Profile is current, accurate, truthful and complete, and will update such information to keep it current accurate, truthful and complete.  Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Profile or Account, and you further acknowledge and agree that all rights in and to your Profile and Account are and shall forever be owned by and inure to the benefit of Company.

__1.4 Vendor Services.__ You are solely responsible for the provision of the Vendor Services, and the Company does not, and will not, provide any direction or control with respect to the performance of the Vendor Services.  You represent, warrant and covenant that: (i) you have and will maintain all necessary and appropriate training, education, experience, skills, licenses, permits, credentials and consents required to be perform the Vendor Services provided and/or being requested by a Client; (ii) you will perform the Vendor Services in accordance with all applicable laws, rules, regulations and ordinances, including any applicable privacy laws; and (iii) you must not seek compensation for any appointment directly or indirectly from any Client, at any time, whether before, during or after the Vendor Services. Vendors must obtain and maintain at all times when providing Vendor Services their own Commercial General Liability Broad Form Coverage Insurance in amounts appropriate to cover their performance of Vendor Services.  A Certificate of Insurance indicating such coverage will be delivered by Specialists to the Company upon request.  The Certificate will (a) indicate that the policy will not change or terminate without at least thirty (30) days prior written notice to Company, (b) name Company as an additional named insured, and (c) indicate that the insurer waives its subrogation rights against Company.

__1.5 Vendor Deliverables.__
(a) Deliverable Ownership. Unless otherwise agreed by a Vendor with its Client, all deliverables and items delivered, or to be delivered, by a Vendor to a Client in connection with the Vendor Services (“Vendor Deliverables”) are the sole and exclusive property of the Client. As a Vendor, (unless otherwise agreed with the Client) you hereby irrevocably and unconditionally assign to the applicable Client, all of your right, title and interest in any Vendor Deliverables authored or created by you for such Client, including all intellectual property rights therein.  You agree to execute and deliver any documents requested by Client or Happily to perfect the Client’s interest in any Vendor Deliverables, at no additional cost.  You further agree to deliver any Vendor Deliverables upon completion, request of the Client or Happily or termination/expiration of these Terms of Use.

(b) Vendor Ownership. Notwithstanding the foregoing, nothing in these Terms of Use are intended to transfer and you, as a Vendor, retain sole and exclusive ownership of any content, materials, technology and intellectual property you created prior to or independently of the Vendor Services (your “Pre-Existing Vendor IP”).  In the event you integrate or embed any Vendor IP into any Vendor Deliverables, you shall, and hereby do, grant to Happily and the applicable Client, a non-exclusive, worldwide, transferable, sublicensable (through multiple tiers), irrevocable, perpetual, royalty free and fully paid up right and license, under such Pre-Existing Vendor IP, to reproduce, display, perform, transmit, create derivative works of, distribute and otherwise use the Vendor Deliverables, in any medium or format, whether now known or hereafter devised.  

(c) Vendor Warranties. You represent and warrant to Happily and the applicable Client(s) that: (i) you have all rights necessary to grant the rights and licenses set forth in this Section; (ii) all work that you create for any Client will be your original work; (iii) you will not integrate, embed, display or use any third party’s content, materials or intellectual property in any Vendor Deliverables without the prior written consent of the applicable Client; (iv) you are not bound by any agreement(s) with any third party that would conflict with or limit your ability to provide the Vendor Services or grant any Client the rights granted herein; and (v) the Vendor Deliverables will not violate any individual’s right of privacy or publicity.

__1.6 Vendor Relationship to Company.__ Vendors are solely responsible for all of their own tools, equipment, training, automobiles, licensing and other materials or requirements needed, desired or related to providing or performing the Vendor Services, and you, as a Vendor, acknowledge that the Company will not reimburse you for any such expenses. The Company is not liable, and shall not be responsible for any liability, arising out of any  activities conducted by you in connection with the Services or your Vendor Services.  You are not permitted to represent to any Client or other person that you are an employee, contractor or agent of the Company.

__1.7 Vendor Responsibility.__  As an independent person or business, you, as a Vendor, maintain control over your level of participation in the Website or Services, including (a) deciding when to log into the Website and be available to provide Vendor Services; (b) deciding when to accept, reject or ignore Vendor Service requests; (c) selecting your attire – although uniforms may be requested, they are not required; (d) determining your availability for the provision of Vendor Services; (e) you are not restricted from using competitive services or technology platforms; (f) you are encouraged to maintain your independent business and other clients without using the Website; (g) your opportunity for profit or loss is dependent on your own managerial skills and education, training, and experience in providing Vendor Services; (h) you are solely responsible for resolving any disputes with Clients and others related to your Vendor Services; (i) you exclusively control your performance of the Vendor Services; and (j) you are solely responsible for procuring your own insurance and you agree that you will not seek reimbursement or any claims against the Company’s insurance. 

__1.8 Independent Relationship.__  Neither these Terms nor your performance under these Terms shall create an association, partnership, joint venture or relationship of principal and agent, master and servant, or employer or employee, between the Company and you, or between the Company and your employees and agents.  You and the Company agree that you and your employees and agents will not receive any Company-sponsored benefits from the Company where benefits include, but are not limited to, paid vacation, sick leave, medical insurance and 401k participation.  If you, your employees or agents, are reclassified by a state or federal agency or court as the Company’s employee, you, and your employees or agents, as applicable, will become a reclassified employee and will receive no benefits from the Company, except those mandated by state or federal law, even if by the terms of the Company’s benefit plans or programs in effect at the time of such reclassification, you, your employees or agents, as applicable, would otherwise be eligible for such benefits.  You acknowledge that it is your sole responsibility for complying with all federal, state and local tax filing and payment obligations that pertain to any remuneration received from Clients and other end users of the Website, or as processed by the Company in connection with these Terms, including your sole responsibility for all tax withholding, Social Security, Worker’s Compensation Insurance, FICA, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pensions and other obligations or benefits.  You acknowledge that the Company is not rendering legal, tax or investment advice, nor is the Company a fiduciary of yours.  Accordingly, you acknowledge that you may seek advice from an appropriate professional to comply with any and all applicable federal, state and local laws or ordinances.  

1. Vendor SERVICES

### 2. USE OF THE SERVICES AND COMPANY PROPERTIES.
The Website, the Services, and the information and content available on the Website and the Services (excluding Your Content as defined below) (each, a “Company Property” and collectively, the “Company Properties”) are protected by copyright laws throughout the world.  

__2.1 Updates.__ You understand that Company Properties are evolving.  As a result, Company may require you to accept updates to Company Properties that you have installed on your computer or mobile device.  You acknowledge and agree that Company may update Company Properties with or without notifying you.  You may need to update third-party software from time to time in order to use Company Properties.

__2.2 Certain Restrictions.__ The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Company Properties or any portion of Company Properties, including the Website; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Company Properties (including images, text, page layout or form) of Company; (c) you shall not use any metatags or other “hidden text” using Company’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Company Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of Company Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Company Properties. Any future release, update or other addition to Company Properties shall be subject to the Agreement.  Company, its suppliers and service providers reserve all rights not granted in the Agreement.  Any unauthorized use of any Company Property terminates the licenses granted by Company pursuant to the Agreement.

__2.3 Company Communications.__ By entering into this Agreement or using the Company Properties, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications.  You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems.  Communications from us and our affiliated companies may include but are not limited to: job opportunities, messages between you and the Client, operational communications concerning your Account or confirmation of appointments and bookings made via the Services.  Standard text messaging charges applied by your cell phone carrier will apply to text messages that we send.  You agree that before changing your mobile number or transferring your mobile number to another individual, you will update your new number on your Account. 

2. USE OF THE SERVICES AND COMPANY PROPERTIES.

### 3. RESPONSIBILITY FOR CONTENT.

__3.1	Types of Content.__ You acknowledge that all information, data, materials, text, pictures, images and other content (“Content”) made available via Company Properties, is the sole responsibility of the party from whom such Content originated.  This means that you, and not Company, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through Company Properties (“Your Content”), and that you and other users of Company Properties, and not Company, are similarly responsible for all Content that you and they Make Available through Company Properties (“User Content”).

__3.2	No Obligation to Pre-Screen Content.__ You acknowledge that Company has no obligation to pre-screen Content (including, but not limited to, User Content), although Company reserves the right in its sole discretion to pre-screen, refuse or remove any Content.  By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring.  You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications.  In the event that Company pre-screens, refuses or removes any Content, you acknowledge that Company will do so for Company’s benefit, not yours.  Without limiting the foregoing, Company shall have the right to remove any Content that violates the Agreement or is otherwise objectionable.

__3.3	Storage.__ Unless expressly agreed to by Company in writing elsewhere, Company has no obligation to store any of Your Content that you Make Available on Company Properties.  Company has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of Company Properties. 

3. RESPONSIBILITY FOR CONTENT.

### 4. OWNERSHIP.

__4.1 Company Properties.__  Except with respect to Your Content and User Content, you agree that Company and its suppliers own all rights, title and interest in Company Properties.  You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Company Properties.

__4.2 Your Content.__  Company does not claim ownership of Your Content.  However, when you as a Registered User post or publish Your Content on or in Company Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.  

__4.3 License to Your Content.__  Subject to any applicable account settings that you select, you grant Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing Company Properties to you and to our other Registered Users.  Please remember that other Registered Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of Company Properties. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above.  You agree that you, not Company, are responsible for all of Your Content that you Make Available on or in Company Properties.  Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter as determined by Company in its sole discretion.  You may not post or submit for print services a photograph of another person without that person’s permission.

__4.4 Feedback.__  You agree that submission of any ideas, suggestions, documents, and/or proposals to Company through its suggestion, feedback, wiki, forum, or similar pages (“Feedback”) is at your own risk and that Company has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.  You represent and warrant that you have all rights necessary to submit the Feedback.  You hereby grant to Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Company Properties and/or Company’s business.

__4.5 Ratings.__ The Services may enable users to provide feedback and ratings with respect to Vendors with whom they have interacted via the Services. Any ratings and reviews reflect the individual opinions of the users. Vendors are prohibited from providing any ratings or reviews of themselves or untruthful reviews of Clients and other Vendors.

4. OWNERSHIP

### 5. USER CONDUCT.
As a condition of use, you agree not to use Company Properties for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) either (a) take any action or (b) Make Available any Content on or through Company Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; or (iv) involves (other than the performance of Vendor Servicers) commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Company’s prior written consent.

5. USER CONDUCT.

### 6. INTERACTIONS WITH CLIENTS.

__6.1 User Responsibility.__ You are solely responsible for your interactions with Clients and any other parties with whom you interact; provided, however, that Company reserves the right, but has no obligation, to intercede in such disputes. In order to enable Company to assist with the resolution of any disputes, you agree to use the Company Properties with respect to all communications between you and the applicable Client(s). You agree that Company will not be responsible for any liability incurred as the result of such interactions.

__6.2 Content Provided by Clients.__ The Company Properties may contain User Content provided by other Registered Users. Company is not responsible for and does not control User Content. Company has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to, User Content. You use all User Content and interact with other Registered Users at your own risk.

6. INTERACTIONS WITH CLIENTS.

### 7. Vendor COMPENSATION.

__7.1 Vendor Compensation.__ Vendors may set their hourly rates in their Profile. Following the Company’s receipt of applicable fees following the completion of the Vendor Services for a given Client and verification from the Client of the satisfactory performance of the applicable Vendor Services and amount of time actually spent by the Vendor in performing such services as tracked by Vendor via the Company Properties, the Company will remit the total amount of fees received from the Client less the Company’s commission (as described in your Account) (the “Vendor Fees”).

__7.2 Payment.__ In order to receive payment of the Vendor Fees, you must provide Company a Stripe account or other payment method supported by the Company (“Payment Provider”) or such information as is reasonably necessary for the Company to make payment via an ACH transfer, as a condition to signing up for the Services.  Your Payment Provider agreement governs your use of the Stripe account, and you must refer to that agreement, not this Agreement, to determine your rights and liabilities  Company reserves the right at any time to change its prices and billing methods, either immediately upon posting on Company Properties or by e-mail delivery to you.

__7.3 Taxes.__  The payments required under Section 7.2 (Payment) of this Agreement do not include any Sales Tax that may be due in connection with the services provided under this Agreement.  If Company determines it has a legal obligation to collect a Sales Tax from you in connection with this Agreement, Company shall collect such Sales Tax in addition to the payments required under Section 7.2 (Payment) of this Agreement.  If any services, or payments for any services, under the Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Company, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Company for any liability or expense Company may incur in connection with such Sales Taxes.  Upon Company’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes.  For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

__7.4 Third-Party Service Provider.__ The Company uses Stripe, Quickbooks, and Bill.com as its third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (“Third-Party Service Provider”).  If you make a purchase on the Service, you will be required to provide your payment details and any additional information required to complete your order directly to our Third-Party Service Provider.  You agree to be bound by Stripe’s Privacy Policy (currently accessible at https://stripe.com/us/privacy) and its Terms of Service (currently accessible at https://stripe.com/ssa), Quickbook’s Privacy Policy (currently accessible at https://www.intuit.com/privacy/statement/) and its Terms of Service (currently accessible at https://www.intuit.com/legal/terms/) and Bill.com’s Privacy Policy (currently accessible at https://www.bill.com/privacy) and its Terms of Service (currently accessible at https://www.bill.com/legal/terms-of-service) and hereby consent and authorize the Company and its Third-Party Service Providers to share any information and payment instructions you provide with one or more Third-Party Service Provider(s) to the minimum extent required to complete your transactions.  Please note that online payment transactions may be subject to validation checks by our Third-Party Service Provider and your card issuer, and we are not responsible if your card issuer declined to authorize payment for any reason.  For your protection, our Third-Party Service Provider uses various fraud prevention protocols and industry standard verification systems to reduce fraud and you authorize it to verify and authenticate your payment information.  Your card issuer may charge you an online handling fee or processing fee.  We are not responsible for this.  In some jurisdictions, our Third-Party Service Provider may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.

__7.5 Non-Circumvention.__ In order for the Company to keep bringing you our Services, it is imperative that our users understand and agree that we depend on our users complying with the spirit of these Terms. In particular, we require that all of our Clients and Vendors make any payments due between them, through our Services. As such, you acknowledge and agree that you will not solicit, demand, request or induce, or attempt to solicit, demand, request or induce, payment of any fees due or owed in connection with any Vendor Services from any Client, whether directly or indirectly, outside of or, in lieu of, the Services or otherwise circumvent the payment process hereunder.

__7.6 Service Fees.__  Signing up to and creating an Account is currently free, however, the Company reserves the right to charge additional fees in the future.

__7.7 Payment Disputes.__  Unless otherwise provided by the applicable payment process or payment platform used in connection with your payment via the Services, you must notify us within twenty four (24) hours after you receive payment to your Account if you dispute that any amounts paid are inaccurate.  In the event no dispute is made within such notice period, you will have deemed to accepted such payment as full, accurate and complete. Billing disputes should be notified to the following address: support@teamhappily.com.


7. Vendor COMPENSATION.

### 8. INDEMNIFICATION.
You agree to indemnify and hold Company, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Company Party” and collectively, the “Company Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) Your Vendor Services; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any Clients; or (e) your violation of any applicable laws, rules or regulations.  Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Company in asserting any available defenses.  This provision does not require you to indemnify any of the Company Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Website or any Services provided hereunder.  You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to Company Properties.

8. INDEMNIFICATION.

### 9. DISCLAIMER OF WARRANTIES AND CONDITIONS.

__91. As Is.__ YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF COMPANY PROPERTIES IS AT YOUR SOLE RISK, AND COMPANY PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.  COMPANY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE.  

(a) COMPANY PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) COMPANY PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF COMPANY PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF COMPANY PROPERTIES WILL BE ACCURATE OR RELIABLE.

(b) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH COMPANY PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS COMPANY PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

(c) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS.  COMPANY MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.

(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY OR THROUGH COMPANY PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

__9.2 No Liability for Conduct of Third Parties.__ YOU ACKNOWLEDGE AND AGREE THAT COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

__9.3 No Liability for Conduct of Clients.__ YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH CLIENTS OF COMPANY PROPERTIES. YOU UNDERSTAND THAT COMPANY DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF CLIENTS. 

9. DISCLAIMER OF WARRANTIES AND CONDITIONS.

### 10. LIMITATION OF LIABILITY.

__10.1 Disclaimer of Certain Damages.__ YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL COMPANY PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH CLIENTS, ON ANY THEORY OF LIABILITY, RESULTING FROM: (a) THE USE OR INABILITY TO USE COMPANY PROPERTIES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH COMPANY PROPERTIES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON COMPANY PROPERTIES; OR (e) ANY OTHER MATTER RELATED TO COMPANY PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.  THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A COMPANY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. 

__10.2 Cap on Liability.__ TO THE FULLEST EXTENT PROVIDED BY LAW, COMPANY PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) THE TOTAL AMOUNT PAID BY COMPANY TO YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (b) $100; OR (c) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES.  THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A COMPANY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

__10.3 User Content.__  EXCEPT FOR COMPANY’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN THE COMPANY’S PRIVACY POLICY, COMPANY ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

__10.4 Exclusion of Damages.__  CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES.  IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

__10.5 Basis of the Bargain.__  THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.

10. LIMITATION OF LIABILITY.

### 11. MONITORING AND ENFORCEMENT.
Company reserves the right to: (a)	remove or refuse to post any of Your Content for any or no reason in our sole discretion; (b) take any action with respect to any of your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Company Properties or the public, or could create liability for the Company; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Company Properties; and/or (e) terminate or suspend your access to all or part of the Company Properties for any or no reason, including without limitation, any violation of this Agreement.

If Company becomes aware of any possible violations by you of the Agreement, Company reserves the right to investigate such violations.  If, as a result of the investigation, Company believes that criminal activity has occurred, Company reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities.  Company is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Company Properties, including Your Content, in Company’s possession in connection with your use of Company Properties, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce the Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of Company, its Registered Users or the public, and all enforcement or other government officials, as Company in its sole discretion believes to be necessary or appropriate. 

11. MONITORING AND ENFORCEMENT.

### 12. TERM AND TERMINATION.  

__12.1 Term.__ The Agreement commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Company Properties, unless terminated earlier in accordance with the Agreement.

__12.2 Prior Use.__ Notwithstanding the foregoing, you hereby acknowledge and agree that the Agreement commenced on the earlier to occur of (a) the date you first used Company Properties or (b) the date you accepted the Agreement, and will remain in full force and effect while you use any Company Properties, unless earlier terminated in accordance with the Agreement.

__12.3 Termination of Services by Company.__ The Company may terminate these Terms at any time, with or without notice, including if you have materially breached any provision of the Agreement, or if Company is required to do so by law (e.g., where the provision of the Website, or the Services is, or becomes, unlawful), Company has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in Company’s sole discretion and that Company shall not be liable to you or any third party for any termination of your Account.

__12.4 Termination of Services by You.__ If you want to terminate the Services provided by Company, you may do so by notifying Company at any time. Your notice should be sent, in writing, to Company’s address set forth below. 

__12.5 Termination of Relationship with Your Employer.__ In the event you, as a Vendor, are an employee of an organization with whom the Company has contracted to provide access to the Website and/or Services, and the Company’s or your relationship with such organization has been terminated or expired, then the Company may terminate your access to and use of the Services without further notice.

__12.6 Effect of Termination.__ Termination of any Service includes removal of access to such Service and barring of further use of the Service.  Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content; provided, that, the Company may retain a copy of Your Content for archival purposes.  Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases.  Company will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content.  All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

__12.7 No Subsequent Registration.__ If your registration(s) with, or ability to access, Company Properties or any other Company community, is discontinued by Company due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access Company Properties or any Company community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Company Properties to which your access has been terminated.  In the event that you violate the immediately preceding sentence, Company reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

12. TERM AND TERMINATION.

### 13. INTERNATIONAL USERS.
Company Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country.  These references do not imply that Company intends to announce such Services or Content in your country.  Company Properties are controlled and offered by Company from its facilities in the United States of America. Company makes no representations that Company Properties are appropriate or available for use in other locations.  Those who access or use Company Properties from other countries do so at their own volition and are responsible for compliance with local law.

13. INTERNATIONAL USERS.

### 14. ARBITRATION AGREEMENT.
__Please read this section (the “Arbitration Agreement”) carefully. It is part of your contract with Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.__

__14.1 Applicability of Arbitration Agreement.__ Subject to the terms of this Arbitration Agreement, you and Company agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or this Agreement and prior versions of this Agreement, including claims and disputes that arose between you and us before the effective date of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (i) you and Company may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or Company may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement. 

__14.2 Informal Dispute Resolution.__ There might be instances when a Dispute arises between you and Company. If that occurs, Company is committed to working with you to reach a reasonable resolution. You and Company agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome (“Informal Dispute Resolution”). You and Company therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Company that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to legal@teamhappily.com  or regular mail to our offices located at 633 W 5th Street, 26th Floor, Los Angeles, CA 90071. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

__14.3 Waiver of Jury Trial.__ YOU AND COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Company are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 14.1 (Applicability of Arbitration Agreement). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review. 

__14.4 Waiver of Class and Other Non-Individualized Relief.__ YOU AND COMPANY AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 14.9 (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR CLIENT. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 14.9 (Batch Arbitration). Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Company agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or Company from participating in a class-wide settlement of claims.

__14.5 Rules and Forum.__ This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Company agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. 

If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. 

Unless you and Company otherwise agree, or the Batch Arbitration process discussed in Section 14.9 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules. 

You and Company agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential. 

__14.6 Arbitrator.__ The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 14.9 (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch.

__14.7 Authority of Arbitrator.__ The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 14.4 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 14.4 (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 14.4 (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 14.9 (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 14.9 (Batch Arbitration). The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

__14.8 Attorneys’ Fees and Costs.__ The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Company need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs. 

__14.9 Batch Arbitration.__ To increase the efficiency of administration and resolution of arbitrations, you and Company agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against Company by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Company.

You and Company agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

__14.10 30-Day Right to Opt Out.__ You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: legal@teamhappily.com, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

__14.11 Invalidity, Expiration.__ Except as provided in Section 14.4 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Company as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

__14.12 Modification.__ Notwithstanding any provision in this Agreement to the contrary, we agree that if Company makes any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to Company at 633 W 5th Street, 26th Floor, Los Angeles, CA 90071, your continued use of the Service, including the acceptance of products and services offered on the Service following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect. Company will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.

14. ARBITRATION AGREEMENT.

### 15. THIRD-PARTY SERVICES.

Company Properties may contain links to third-party websites (“Third-Party Websites”), applications (“Third-Party Applications”) and advertisements for third parties (“Third-Party Ads”).  When you click on a link to a Third-Party Website, Third-Party Application or Third-Party Ad, we will not warn you that you have left Company Properties and are subject to the terms and conditions (including privacy policies) of another website or destination.  Such Third-Party Websites, Third-Party Applications and Third-Party Ads are not under the control of Company.  Company is not responsible for any Third-Party Websites, Third-Party Applications or Third-Party Ads.  Company provides these Third-Party Websites, Third-Party Applications and Third Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Applications or Third-Party Ads, or any product or service provided in connection therewith.  You use all links in Third-Party Websites, Third-Party Applications and Third-Party Ads at your own risk. When you leave our Website, this Agreement and our policies no longer govern.  You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, Third-Party Applications, or Third-Party Ads, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party. 

15. THIRD-PARTY SERVICES.

### 16. GENERAL PROVISIONS.

__16.1 Electronic Communications.__ The communications between you and Company may take place via electronic means, whether you visit Company Properties or send Company e-mails, or whether Company posts notices on Company Properties or communicates with you via e-mail.  For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).

__16.2 Release.__ You hereby release Company Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your Vendor Services and any interactions with or conduct of Clients or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of Company Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”  The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Company Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website (or any Services provided hereunder).

__16.3 Assignment.__ The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

__16.4 Force Majeure.__ Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. 

__16.5 Questions, Complaints, Claims.__ If you have any questions, complaints or claims with respect to Company Properties, please contact us at: support@teamhappily.com.  We will do our best to address your concerns.  If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

__16.6 Exclusive Venue.__ To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Company agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in Los Angeles County, California.

__16.7 Governing Law.__  THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION.  THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT. 

__16.8 Choice of Language.__  It is the express wish of the parties that the Agreement and all related documents have been drawn up in English. 

__16.9 Notice.__  Where Company requires that you provide an e-mail address, you are responsible for providing Company with your most current e-mail address.  In the event that the last e-mail address you provided to Company is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Company’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.  You may give notice to Company at the following address: 633 W 5th Street, 26th Floor, Los Angeles, CA 90071.  Such notice shall be deemed given when received by Company by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

__16.10 Waiver.__ Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

__16.11 Severability.__ If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

__16.12 Export Control.__ You may not use, export, import, or transfer Company Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Company Properties, and any other applicable laws.  In particular, but without limitation, Company Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Company Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Company Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.  You acknowledge and agree that products, services or technology provided by Company are subject to the export control laws and regulations of the United States.  You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Company products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

__16.13 Consumer Complaints.__ In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

__16.14 Entire Agreement.__ The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

__DESIGN MAGIC ASSIGNMENT ADDENDUM__

These terms supplement the Specialist’s existing Appily agreement and apply to each Design Magic assignment accepted through Appily.

__1. Assignment Compensation__

The Specialist may earn up to $150 for a completed assignment through the following checkpoints:

• $50 after submitting a complete internal V1 and working preview, completing self-QA, and committing and pushing all current work to the assigned Happily-owned repository.

• An additional $25 after completing consolidated internal QA corrections and receiving approval for client-ready V1.

• An additional $25 after completing the first consolidated customer revision round, passing self-QA and Happily QA, and receiving approval for client-ready V2.

• An additional $25 after completing the second consolidated customer revision round, passing self-QA and Happily QA, and receiving approval for client-ready V3.

• A final $25 after customer approval, delivery of the final approved version, confirmation that all current work has been committed and pushed to the assigned Happily-owned repository, and completion of the required closeout and handoff.

If the customer approves V1 or V2 without using all available revision rounds, the amounts allocated to the unused rounds become payable after the final approved version has been committed and pushed and closeout is complete. The full $150 therefore remains earnable when the assignment is approved early.

__2. Deadlines and Availability__

The Specialist must submit a complete internal V1 within one business day after receiving a confirmed assignment and all required materials, unless a different deadline is stated in the assignment.

If the Specialist cannot meet a deadline, the Specialist must notify Happily immediately and provide a realistic recovery time.

The standard correction window is four business hours after feedback is provided, or the first four hours of the next business day when feedback is provided outside the Specialist’s confirmed working hours.

__3. Quality and Revisions__

The Specialist must complete the required self-QA before every submission.

Client-ready versions must incorporate all consolidated feedback, pass self-QA and Happily QA, and be approved for customer delivery.

The assignment includes up to two consolidated customer revision rounds unless the assignment states otherwise.

__4. Repository and Work Product__

The Specialist must perform the assignment in the designated Happily-owned repository and keep all current work, files, assets, and code committed and pushed throughout the assignment.

Happily must be able to access, review, modify, complete, reassign, deploy, and deliver the work created for the assignment. These requirements supplement the ownership, confidentiality, and work-product provisions in the Specialist’s existing agreement.

__5. Discontinuation or Reassignment__

Happily may discontinue or reassign the remaining work after written notice if the Specialist:

• does not meet the assignment brief or required QA standards;

• does not complete required corrections or revisions by the communicated deadline;

• becomes unresponsive;

• cannot complete the assignment within the required timeline; or

• does not keep the current work secured in the assigned Happily-owned repository.

If an assignment is discontinued or reassigned, all completed and approved checkpoints remain payable. Checkpoints that have not been completed and approved are not earned.

The Specialist must immediately provide all current work and status information and must stop working on the assignment after receiving written notice that the assignment has been released or reassigned.

__6. Acceptance__

By accepting the assignment and its deal memo in Appily, the Specialist confirms acceptance of these Design Magic assignment terms, including the deadlines, checkpoint compensation, repository requirements, revision obligations, and reassignment terms.


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Happily Marketplace Vendor Terms of Use Agreement

Last Updated Date: July 1, 2024