Terms of Service

Please read these Terms of Service (this “Agreement”) carefully. By clicking "accept" to this Agreement, or otherwise accessing or using the Services (as defined below), you consent to be bound by this Agreement and affirm that you have the legal authority to enter into this Agreement. If you are accessing the Services on behalf of an entity, you represent that you are an authorized person acting on behalf of the named business and legal entity that is party to this Agreement.

1. SERVICES AND FEES.

1.1. Online Services. HappyPath Media (“we” “our” or the “Company”), provides educational materials, courses, media and services that will collectively be referred to as the “Services.”

1.2. Service or Subscription Fees. If you choose to sign up for Services that requires payment, your account will be billed to the payment method provided. There are no refunds. This includes no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. If your billing method expires or changes, and you do not edit or update your billing information or cancel your account, we will send you a single courtesy notice regarding billing information discrepancies. We reserve the right to disable and terminate access to your account for nonpayment. You authorize us to continue billing during this notice period, and you will remain responsible for any uncollected amounts.

1.3. Changes to Terms. We may change this Agreement by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Services, and/or by sending you a notice of the revised Agreement by email. Any changes to this Agreement will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating, or otherwise notified you, of such changes. By clicking “accept” to a revised Agreement or your access to, or use of, the Services following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” date above indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the Services; charge for, modify, or waive any fees required to use the Services.

2. USER ACCOUNTS.

2.1. Account Creation. In order to use some of the features of the Services, you may be required to register for an account (an “Account”). To create an Account, you will be required to provide certain information as prompted, which may include your name and email, amongst other information. By creating an Account, you represent that: (a) you are over the age of 18; (b) all required registration information is truthful and accurate; (c) you will maintain the accuracy of such information; and (d) you are creating the account on your own behalf or on the behalf of another for which you have authorization to act.

2.2 User Passwords. Any passwords used for the Services are for individual use. You will be responsible for the security of your password(s) at all times. From time to time, we may require that you change your password to continue use of the Services.

2.3. Account Responsibilities. Only authorized users may access or use the Services on your behalf. You are responsible for maintaining the confidentiality of all Account login credentials and are fully responsible for all activities that occur under the Account. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use, of the Account or any other breach or suspected breach of security. Company cannot and will not be liable for any loss or damage arising from any authorized use of your Account or the failure to comply with the above requirements.

You are solely responsible for all use (whether or not authorized) of the services under your Account, including the integrity and use of any User Data. You agree to take all reasonable precautions to prevent unauthorized access or use of the Services. You agree that in the event you are acting on behalf of a company, including by using a business e-mail address, that you have the full authority to bind the entity and that you are using your account on behalf of that entity.

3. PRIVACY.

Privacy is important to us. Please review our Privacy Policy for information about the data we may collect and use. Our Privacy Policy is incorporated in these terms and can be found at https://happypathmedia.com/privacy.

4. RIGHT TO USE THE SERVICES.

4.1. Use Right. Subject to the terms of this Agreement, we grant you a non-transferable, non-exclusive, non-sublicensable, revocable right to access and use the Services solely for their intended purposes. Upon termination of this Agreement, your right to use the applicable portion of, or all of the Services, will terminate immediately.

4.2. Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you agree to not use the Services for any purpose that is unlawful, immoral, or otherwise prohibited by this Agreement; (b) you may only use the Services on applications, websites, or other tools that you or your company owns or, if you do not own such application, websites, or tools, that you have express authority of the owner to use our Services on the third-party’s applications, websites, or tools; (c) you may not license, sell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit the Services; (d) you may not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (e) you may not access the Services in order to build a similar or competitive service; and (f) except as expressly stated on or enabled by the Services, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Services will be subject to the terms of this Agreement. All copyright and other proprietary notices provided through the Services or on any material or content must be retained on all copies thereof.

4.3. Modification, Suspension, or Discontinuance. The Company may, from time to time in its sole discretion, modify or discontinue the Services or any part thereof, change features or functions, develop updates, upgrades, or other modifications, with or without notice. To the extent you are in compliance with this Agreement, prior to any change that might discontinue a material portion of the Services and adversely limit the type or scope of functionality available to you, we agree to make reasonable efforts to provide you with notice of such discontinuance. Notwithstanding the foregoing, you agree that we will not be liable for any discontinuation, modification, or suspension of the Services or any part thereof.

4.4. Ownership. Excluding User Data (defined below), you acknowledge that all the material and content available on or through the Services, as well as all underlying software, including all intellectual property rights, including copyrights, patents, trademarks, and trade secrets in such material or content are owned by Company, including all reports, images, data, and the look and feel of the Services. The provision of the Services does not transfer to you or any third party any rights, title or interest in or to such intellectual property rights. Company reserves all rights not granted in this Agreement.

5. THIRD PARTY MATERIALS.

5.1. Third-Party Tools. We may provide you with access, or the services may allow for use of, third-party tools and integrations (“Third Party Tools”) over which we neither monitor nor have any control nor input. You acknowledge and agree that such Third Party Tools are provided or allowed for “as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools. Any use by you of any Third Party Tools offered through or with the Services is entirely at your own risk and discretion and you should ensure that you are in compliance with the terms on which tools are provided by the relevant third-party providers.

5.2. Third-Party Links. Certain content, products, and services available via our Service may include materials from third parties. Third-party links may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials, websites, or for any other materials, products, or services of third parties. We are not liable for any harm or damages related to the purchases or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully any third party’s policies and practices and make sure you understand them before you engage in any transaction.

6. USER DATA.

6.1. User Data. For purposes of this Agreement, “User Data” includes any and all information and content that you submit to, or use with, the Services. You are solely responsible for your User Data. You assume all risks associated with the use of your User Data, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Data that makes you or any third party personally identifiable or improperly uses third party proprietary rights. You hereby represent that you have the authorization to consent to Company’s use of your User Data and that the User Data does not violate the Acceptable Use Policy (defined below). Because you are alone responsible for your User Data, you may expose itself to liability if, for example, the User Data violates the Acceptable Use Policy or any applicable privacy or intellectual property laws or agreements, or applicable laws, rules, or regulations.

You acknowledge that email and other commonly used forms of communication are insecure mediums that are generally not encrypted in transit and security of information transmitted through the Internet can never be guaranteed and, accordingly, we are not responsible for any interception or interruption of any communications or for changes to or loss of User Data in connection with the Services.

6.2. Company Data. We retain all rights, title, and interest, including without limitation all intellectual property rights, to all HappyPath Media assets, software, algorithms, code, general technology included in, or used with, the Services, and any and all modifications, enhancements, customizations, upgrades, and improvements derived from or made to the Services. User Data provided to our Services may be used to train and improve our technology in a non-identifiable manner, and we retain all rights, title, and interest to such technology improvements.

6.3. License. As between the User and us, we exclusively own and reserve all right, title, and interest in and to the Services, Documentation, our confidential information, and all anonymized or aggregated data resulting from use and operation of the Services (such as but not limited to volumes, frequencies, or bounce rates) and that do not identify a natural person as the source of the information. You shall at all times retain all right, title, and interest, including all intellectual property rights, to User Data. Notwithstanding the foregoing, you hereby grant, and represent that you have the right to grant to Company an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, modify, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Data, and to grant sublicenses of the foregoing, solely for the purposes of: (a) providing you with use and access to the Services; and (b) creating and using aggregated, de-localized data from User Data for the purpose of improving upon the functionality, including building new features, and to create case studies or showcases illustrating the functionality of the Services, to be used in Company’s marketing efforts. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Data.

6.4. Feedback. If you provide Company any feedback or suggestions regarding the Services (“Feedback”), you hereby assign to Company all rights in the Feedback and agree that Company will have the right to use such Feedback and related information in any manner it deems appropriate. Company will treat any Feedback as non-confidential and non-proprietary. You agree not to submit as Feedback any information or ideas that you consider to be confidential or proprietary.

7. DATA HANDLING.

We utilize administrative, physical, and electronic measures, in accordance with good industry practices, which is designed to protect user confidential information from unauthorized access, use, or disclosure (collectively, the “Security Measures”). We will notify you of unauthorized access to, or use, disclosure, loss, damage, or corruption of user confidential information within our custody or control as soon as reasonably practicable after confirmation of the same, and will reasonably cooperate with you with respect to such unauthorized access, use or disclosure.

8. ACCEPTABLE USE.

You agree not to use the Services: (a) to upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) to send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (d) to interfere with, disrupt, or create an undue burden on servers or networks connected to the Services or violate the regulations, policies or procedures of such networks; (e) on applications, websites, or other tools that you or your company does not own or that you or your company does not have permission to use our Services on; (f) to attempt to gain unauthorized access to the Services, other computer systems or networks connected to or used together with the Services, through password mining or other means; (g) to harass or interfere with another user’s use and enjoyment of the Services; (h) in any manner that violates these terms, the Privacy Policy, or any laws, rules, or regulations.

Although we have no obligation to monitor your use of the Services, we may do so and may prohibit any use of the Services we believe may be (or is alleged to be) in violation of the foregoing.

9. INDEMNITY.

You agree to indemnify and hold Company (and its member, officers, directors, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party related to or arising out of: (a) your use of the Services; (b) your User Data; (c) your violation of this Agreement; or (d) your violation of applicable laws, rules, or regulations. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Company (or its members, officers, directors, employees, and agents) and you agree to cooperate with Company’s defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

10. WARRANTY DISCLAIMERS.

THE SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE.” COMPANY EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. COMPANY MAKES NO WARRANTY THAT THE SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

11. LIMITATION OF LIABILITY.

IN NO EVENT WILL COMPANY BE LIABLE TO YOU, OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, LOST USER DATA, OR DATA RECOVERY COSTS. SUCH LIMITATIONS APPLY EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ACCESS TO, AND USE OF, THE SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SERVICES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO AMOUNTS YOU PAID COMPANY IN THE PRIOR 12 MONTHS UNDER THIS AGREEMENT. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT INCREASE THIS LIMIT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

12. TERMINATION.

We may terminate your access to use of the Services at our sole discretion, at any time, and without notice. Upon any termination, discontinuation, or cancellation of Services, all provisions of these Terms which by their nature should survive will survive including, without limitation, ownership provision, indemnification, warranty disclaimers, limitations of liability, and dispute resolution.

13. DISPUTE RESOLUTION.

13.1. Arbitration. Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and Company and/or Company’s employees, agents, successors, or assigns, regarding or relating to the Services or this Agreement, will exclusively be settled through binding and confidential arbitration.

13.2. Rule of Arbitration. Arbitration will be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration will be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”) or JAMS, as mutually determined by the parties (if the parties are unable to mutually agree on AAA or JAMS, Company will have sole authority to choose either AAA or JAMS. As modified by this Agreement, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s or JAMS’s rules for commercial arbitration or, if the arbitrator deems them applicable, the procedures for consumer-related disputes.

13.3. Exception. Notwithstanding the foregoing, either of the parties may bring an individual action in small claims court. Further, claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret will not be subject to this arbitration agreement. Such claims will be exclusively brought in the state or federal courts located in Spokane County, Washington. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in Spokane County, Washington in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within Spokane County, Washington for such purpose. A request for interim measures will not be deemed a waiver of the right to arbitrate.

13.4. Governing Law. Any and all controversies, disputes, demands, counts, claims, or causes of action between you and Company’s employees, agents, successors, or assigns, regarding or relating to the Services or this Agreement, will be exclusively be governed by the internal laws of the State of Washington, without regard to its choice of law rules and without regard to conflicts of laws principles, except that the arbitration provision will be governed by the Federal Arbitration Act.

14. GENERAL.

14.1. Entire Agreement. This Agreement constitutes the entire agreement between you and Company regarding the use of the Services. Company’s failure to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation.” If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Company is an independent contractor and service provider to you, and neither party is an agent or partner of the other.

14.2 Export Compliance. You represent and warrant that neither you (or, if an entity, your employees, agents, or contractors), if a person or entity with whom U.S. entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the department of Treasury (included those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order, or other governmental action.

14.3. Assignment. This Agreement, and your rights and obligations herein, 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. The terms of this Agreement will be binding upon assignees. Notwithstanding the foregoing, Company may assign this Agreement without the other party’s prior written consent as part of a merger, redomestication, or a sale or transfer of all or substantially all of its assets, or any business division covering substantially all of the Services. This Agreement will be binding upon, enforceable by, and inure to the benefit of the parties and their respective and permitted assignees.

14.4. Electronic Communications. The communications between you and Company use electronic means, including email. For contractual purposes, you: (a) consent to receive communications from Company in electronic form and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfies any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.

15. Questions & Contact Information.

If you have any questions regarding these terms, please contact us at hello@happypathmedia.com