Terms of Use

Last Updated: July 25, 2020

Happy Path, LLC (“Happy Path”, “us”, “we”, or “our”) operates the https://labsmarts.com website (the “Website”) and the LabSmarts software, https://site.labsmarts.com (the “Software”, and collectively with the Website, the “Services”). The term “Services” includes all content, information, tools, reports, reference materials, and other services, contained or available on, or created or produced by, these Services.

The following Terms of Use (the “Terms”) form a binding agreement between you and us, whether or not you register and become a subscriber (“Registered User”) of the Software or browse the Website as a “Visitor”, where “you” or “your” refers to the person accessing or using the Services. Registered Users and Visitors may be referred to collectively as “Users”.

Please read these Terms carefully before using the Services. We require that you agree to the following Terms, as amended from time to time. Your access to and use of the Services is based on your acceptance of and compliance with these Terms. If you are not willing to accept the terms and conditions in these Terms or any modifications or amendments to these Terms, or if you become dissatisfied with any services provided by or through these Services, please immediately stop using these Services. Failure to abide by these Terms may result in the immediate termination of your access to these Services, without refund or recourse.

Privacy Policy

All uses of your personal information will be treated in accordance with our privacy policy (the “Privacy Policy”) incorporated by this reference into these Terms. If you use these Services, you are accepting the terms and conditions of our Privacy Policy. If you do not agree to have your information used in any of the ways described in the Privacy Policy, you must discontinue use of these Services.

The security of your personal identifying information is important to us. While there is no such thing as “perfect security” on the Internet, we will take reasonable steps to help ensure the safety of your personal identifying information. However, you understand and agree that such steps do not guarantee that use of these Services is invulnerable to all security breaches, and that Happy Path makes no warranty, guarantee, or representation that use of any of our Services is protected from viruses, security threats, or other vulnerabilities. Please review the Privacy Policy before using these Services.

No Medical Advice

As a Registered User of our Services or as a Visitor of our Website, you expressly represent and warrant to Happy Path that you understand and agree that the information contained in these Services, or provided at your request (i) is for informational and educational purposes only; (ii) is not intended to diagnose, treat, cure, or prevent any medical condition; (iii) is not a substitute for medical or professional care, counseling, or advice; (iv) is not intended to be, nor should it be construed as, a claim or representation that any treatment, process, or interpretation constitutes a cure, palliative or ameliorative; (v) is not for the purpose of medical diagnoses or treatment; (vi) does not constitute an attempt to practice medicine; and (vi) has not been evaluated by the Food and Drug Administration.

Subscriptions

The continued use of the Software after the free trial period is over (the time frame of the free trial period is at the sole discretion of Happy Path), requires a paid subscription (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set on a monthly basis (on the same day of each month based on the purchase date) or on a yearly basis (on the same day of each year based on the purchase date). At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or we cancel it. You may cancel your Subscription renewal through the account management page on our Website.

Terms of payment are within our sole discretion, and unless otherwise agreed to by us, payment must be received by us prior to our acceptance of an order. Payment is due at the time of purchase and will be processed when authorized during the purchase process. Orders are not binding upon us, until accepted by us. We reserve the right to refuse and refund any order or part of any order placed on our Website.

A valid payment method, including credit card, is required to process the payment for your Subscription. You shall provide us with accurate and complete billing information including full name, address, state, zip code, telephone number, and valid payment method information. By submitting such payment information, you automatically authorize us to charge all Subscription fees incurred through your account to any such payment instruments.

Should automatic billing fail to occur for any reason, we will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

Fee Changes

Happy Path, at its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle. We will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective. Your continued use of these Services, after the Subscription fee change comes into effect, constitutes your agreement to pay the modified Subscription fee amount.

Refunds

Certain refund requests for Subscriptions may be considered by us on a case-by-case basis and granted in sole discretion of Happy Path. If you decide you no longer want a Subscription to these Services, please contact us immediately using the contact form on our Website. However, you may close your Account as described below (under Termination).

Gift and Offer Codes

From time to time, Happy Path may offer gift codes, offer codes or other promotional codes to qualified customers through a variety of marketing activities and communications (collectively, “Offer Codes”). These Offers Codes are redeemable towards a purchase on our Website, subject to certain product exclusions or any other restrictions as may be determined and communicated by us at our sole discretion. Only valid Offer Codes provided or promoted by us will be honored at checkout. Offer Codes that are supplied or promoted by third parties without our authorization will not be considered valid. Offer Codes may not be combined and customers are limited to the use of a single Offer Code per order. We are not responsible for lost, stolen or any unauthorized use of Offer Codes. Offer Codes cannot be redeemed for cash or any cash equivalent, and no substitutions or credits are allowed. The dollar value of any Offer Code will not be refunded or credited back if any or all of the purchased products or services is returned. Expiration dates may apply to each Offer Code. Offer Codes are void if copied, transferred, sold, exchanged or expired, and where prohibited.

Spokespersons

From time to time, Happy Path may engage spokesperson, influencers, bloggers or other individuals or entities who have been compensated or incentivized to speak on behalf of our brand. When you receive an offer code from a third party source, such as a television or radio show host, or a social media account, please note that such individuals or organizations may have been compensated by us for their statements or representations.

Content

Our Software allows you to add notes (“Content”) regarding the analysis of your client’s test results. You are responsible for the Content that you add to the Software, including its legality, reliability, appropriateness with respect to local laws and those of your regulatory body. You represent and warrant that: (i) the Content is yours (you own it) or you have the right to use it and grant us the rights as provided in these Terms, and (ii) the adding of your Content in the Software does not violate the privacy rights, publicity rights, copyrights, contract rights, or any other rights of any person. We reserve all rights to block or remove communications or materials that we determine to be: (a) abusive, defamatory, or obscene; (b) fraudulent, deceptive, or misleading; (c) in violation of a copyright, trademark or, other intellectual property right of another or; (d) offensive or otherwise unacceptable to us in our sole discretion. You acknowledge that, by providing you with the ability to add Content in the Software, we are merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any contents or activities in the Software.

Accounts

When you create an account on the Website and an account in the Software (collectively, the “Accounts”), you must provide us information that is true, accurate, complete, and current at all times and you must maintain and properly update such information to keep it true, accurate, current, and complete. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your Accounts on our Services.

You are responsible for safeguarding the passwords (the “Passwords”) that you use to access these Accounts and use our Services and for any activities or actions that occur under your Passwords. You agree not to disclose your Passwords to anyone. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your Accounts.

You are solely responsible for any and all use of your Accounts. Without limiting any rights which we may otherwise have, we reserve the right to take any and all action, as it deems necessary or reasonable, regarding the security of our Services and your Accounts, including without limitation terminating your Account, changing your password, or requesting additional information to authorize transactions on your Accounts. Notwithstanding the above, we may rely on the authority of anyone accessing your Accounts or using your Passwords and in no event and under no circumstances shall we be held liable to you for any liabilities or damages resulting from or arising out of (i) any action or inaction of Happy Path under this provision, (ii) any compromise of the confidentiality of your Accounts or Passwords, and (iii) any unauthorized access to your Accounts or use of your Passwords.

Accounts cannot be shared with anyone, and you may not use anyone else’s Accounts at any time.

Your Accounts information will be stored and processed in accordance with our Privacy Policy.

Access Rights

We hereby grant to you a limited, non-exclusive, nontransferable access right to access the Services solely for your personal non-commercial use only as permitted under these Terms of Use (“Access Rights”).

You agree that you will not, and will not attempt to (i) interfere in any manner with the operation of these Services, or the hardware and network used to operate these Services; (ii) distribute, sell, lease, rent, sublicense, assign, export, or transfer in any other manner any of your rights under this Agreement or otherwise use these Services for the benefit of a third party or to operate a service bureau; (iii) modify, copy or make derivative works based on any part of these Services, or any underlying software, technology or other information, including any printed materials of the same; (iv) create Internet “links” to or from these Services, or “frame” or “mirror” any of our content which forms part of these Services; (v) otherwise use these Services in any manner that exceeds the scope of use granted above.

Any use of third party software provided in connection with these Services will be governed by such third parties’ licenses and not by these Terms of Use. You agree to be responsible for any act or omission of any users that access these Services under your Account or using your Password that, if undertaken by you, would be a violation of these Terms, and that such act or omission shall be deemed a violation of these Terms by you. We reserve the right, in our sole discretion, to deny use of these Services to anyone for any reason.

Acceptable Use

Use of these Services requires that you comply with certain acceptable use policies we may establish from time-to-time. As part of your responsibilities as a Visitor or a Registered User of these Services, you agree that you will NOT (i) use these Services in a manner that is unlawful, harmful to minors, threatening, harassing, abusive, defamatory, slanderous, vulgar, gratuitously violent, obscene, pornographic, indecent, lewd, libelous, invasive of another’s privacy, or racially, ethnically or otherwise offensive, hateful or abusive; (ii) infringe someone else’s patent, trademark, trade secret, copyright or other intellectual property or other rights; (iii) use these Services for unsolicited or unauthorized advertising, junk or bulk email (SPAM), chain letters, letters relating to a pyramid scheme or any other unsolicited commercial or non-commercial communication; (iv) interfere with others using the Services; (v) use these Services in any manner that uploads or otherwise spreads any software viruses, worms, time bombs, corrupted files, Trojan horses or any other computer code, files, or programs that are designed or intended to disrupt, damage, overburden, impair or limit the functioning of any software, hardware, network, server or communications systems or equipment; (vi) disrupt, interfere or inhibit any other user from enjoying these Services or other affiliated or linked websites, material, contents, products and/or services; (vii) use any robot, spider, or other such programmatic or automatic device, inducing but not limited to automated dial-in or inquiry devices, to obtain information from these Services or otherwise monitor or copy any portion of these Services; (vii) create a false identity for the purpose of misleading others; (viii) prepare, compile, use, download or otherwise copy any user information and/or usage information for any portion thereof, or transmit, provide or otherwise distribute (whether or not for a fee) such information to any third party; (ix) attempt to disable, bypass, modify, defeat or otherwise circumvent any security related tools incorporated into these Services; (x) reproduce, duplicate, copy, sell, or exploit for any commercial purposes, any portion of these Services or access to these Services; and (xi) systematically collect or use any content from these Services, including through the use of any data mining, or similar data gathering and extraction methods.

You agree NOT to input lab data into the Software for anyone who is not your client or on behalf of anyone else, such as other practitioners, and agree NOT to sell reports generated by the Software to other practitioners for their use with their clients. Such use is a direct violation of these Terms.

Your Responsibilities

You agree NOT to use these Services to (i) violate any local, state, national or international law; (ii) stalk, harass or harm another individual; (iii) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (iv) collect or store personal data about other users; and (iv) interfere with or disrupt these Services or servers or networks connected to these Services, or disobey any requirements, procedures, policies or regulations of networks connected to these Services.

You agree NOT to reproduce, duplicate, copy, sell, resell or exploit any portion of these Services or the Intellectual Property (defined below), use of these Services, or access to these Services for any purposes other than for which these Services are being provided to you. You may NOT reverse engineer, disassemble, decompile, or translate any components of these Services, attempt to derive the source code of any components of these Services, or authorize or assist any third party to do any of the foregoing.

You agree NOT to (i) allow, enable, or otherwise support the transmission of mass unsolicited, commercial advertising or solicitations via email (SPAM); (ii) use any high volume, automated, or electronic means to access these Services (including without limitation robots, spiders or scripts); and (iii) frame these Services, place pop-up windows over its pages, or otherwise affect the display of its pages.

You understand that this service is designed to process lab test data from clients aged 18 years and older only. It is NOT designed to process the lab data for anyone under the age of 18. Adding a client to the Software that is not 18 years of age or older is a direct violation of these Terms.

You agree that you are at least the age of majority in the jurisdiction where you reside and are legally able to agree to these Terms.

You understand that we may disclose in any form, including in electronic form, any information that is required by law to be disclosed regarding your use of these Services.

You understand that we cannot guarantee third-party compliance and shall not be responsible in any way for the acts of third parties with respect to your personal or credit card information. You release Happy Path from any and all liability or responsibility for the acts or omissions of third-party recipients of your personal or credit card information.

You understand that while we endeavor to use secured systems for information storage, and certified third-party credit card processors to securely process your credit card information, given the possibility of the unlawful interception of information and communications, we cannot promise and you should not expect that such information you provide will always remain private or secure.

You understand that the possible root causes listed in the Software are only examples and do not attempt to provide an exhaustive list of all possible root causes of any body system imbalance.

You understand that the additional testing considerations listed in the Software are only examples and do not attempt to provide an exhaustive list of further evaluation methods.

You understand that the further considerations listed in the Software are only examples and do not attempt to provide an exhaustive list of further things to consider for any body system imbalance.

You understand that the possible signs and symptoms listed in the Software are only examples and do not attempt to provide an exhaustive list of possible signs and symptoms for any body system imbalance.

You understand that the diet and lifestyle information listed in the Software are only examples and do not attempt to provide an exhaustive list of possible diet and lifestyle recommendations for any body system imbalance.

You understand that the insights information listed in the Software are only examples and do not attempt to provide an exhaustive list of possible reasons for the possible root causes of any body system imbalance.

Termination

You understand and agree that Happy Path may, in its sole discretion, terminate or suspend your Accounts, and remove and discard any information related to your Accounts, including without limitation any information you enter on or upload to these Services, immediately and at any time following: (i) any violation of these Terms, or the spirit of these Terms, by you or otherwise through your computer or Accounts; and (ii) your failure to make payment for your Subscription. Further, you release us from any and all liability to you or any third-party for any termination or suspension of your Accounts or access to these Services.

We may terminate or suspend access to our Services immediately, without prior notice or liability, for any reason whatsoever, including, without limitation, if you breach the Terms. All provisions of the Terms shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Upon termination, your right to use the Services will immediately cease. If you wish to terminate your account, you may simply discontinue using the Services.

You understand that it is your responsibility to contact us if you would like your Accounts and all data deleted upon the cancellation of your Subscription.

Discontinuation of or Modification to the Services

We reserve the right to modify or discontinue these Services with or without notice to you. We will not be liable to you or any third party should we exercise our right to modify or discontinue these Services. If you object to any such changes, your sole recourse will be to cease using these Services. Continued use of these Services following notice of any such changes will indicate your acknowledgement of such changes and satisfaction with these Services as so modified.

Communications

You are communicating with us electronically when you use our Services or send us emails and other communications from your desktop, laptop, or mobile device. You agree to receive electronically all communications from us in connection with your Accounts or your use of our Services, which may include emails, texts, mobile push notices, or messages on or through our Services. You can retain copies of these communications for your records. You agree that all digital agreements, notices, disclosures, and other communications that we provide to you meet any legal requirement that such communications be in writing.

CAN-SPAM Act. In accordance with the Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003, 16 CFR Part 316 (CAN-SPAM), Happy Path follows all applicable digital communication laws. As part of our Services, a valid email address is required to set up an Account on the Website and in the Software, purchase a Subscription, interact on social media, and receive emails from us. You may unsubscribe from email correspondence at any time. If your attempts to unsubscribe from our communication have been unsuccessful, please contact us using the contact form on our Website.

Accuracy of Information

Happy Path does not warrant that any information, pictures or graphic depictions, descriptions or other content on the Website or in the Software are accurate, complete, reliable, updated, current, or error-free. You agree to notify us immediately if you become aware of any errors or inconsistencies in the information or content provided through these Services and comply with any corrective action taken by us.

Disclaimer

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THESE SERVICES IS ENTIRELY AT YOUR SOLE RISK AND THAT THESE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. HAPPY PATH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA AND SYSTEM INTEGRATION. HAPPY PATH MAKES NO WARRANTY THAT THESE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES HAPPY PATH MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THESE SERVICES, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. YOU UNDERSTAND THAT WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT CONTENT AVAILABLE FOR DOWNLOADING FROM THESE SERVICES OR ANY LINKS PROVIDED ON THESE SERVICES WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU UNDERSTAND AND AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR, AND HEREBY WAIVE, ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM DOWNLOADING OR OTHERWISE OBTAINING INFORMATION THROUGH THE USE OF THESE SERVICES. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THESE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR INFORMATION. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HAPPY PATH OR THROUGH THESE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT ANTI-VIRUS PROTECTIONS TO MEET YOUR NEEDS. YOU ARE ALSO RESPONSIBLE FOR MAINTAINING A MEANS EXTERNAL TO OUR SERVICES FOR ANY RECONSTRUCTION OF ANY LOST DATA. HAPPY PATH WILL NOT BE RESPONSIBLE FOR ACTS OR OMISSIONS BY ANY PARTY, INCLUDING BUT NOT LIMITED TO ANY PARTY WHO MIGHT HACK, INVADE, OR OTHERWISE DISRUPT THESE SERVICES OR TAKE INFORMATION, INCLUDING CONTENT YOU PROVIDE, FROM THESE SERVICES OR OTHERWISE. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OR LIMITATIONS ON THE DURATION OF AN IMPLIED WARRANTY OR CONDITION. ACCORDINGLY, SOME OF THE ABOVE LIMITATION AND DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT THAT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT ITS LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW. THIS SECTION SHALL SURVIVE TERMINATION.

Limitation of Liability

YOU UNDERSTAND THAT TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL HAPPY PATH OR ITS OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, LICENSORS, OR AUTHORIZED REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF ACTUAL OR ANTICIPATED REVENUE OR PROFITS, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OF REPUTATION, LOSS OF LIFE, THIRD-PARTY CLAIMS, OR ANY INDIRECT, CONSEQUENTIAL, OR OTHER INTANGIBLE LOSS OR DAMAGE HOWSOEVER CAUSED (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY), RESULTING FROM, ARISING OUT OF, OR RELATED TO YOUR USE OF THESE SERVICES OR ANY BREACH OF WARRANTY OR CONDITION, USE OR MISUSE OF THESE SERVICES, OR UNDER ANY OTHER LEGAL THEORY, INCLUDING WITHOUT LIMITATION, LOSS OF USE OF THESE SERVICE OR ANY GOOD OR EQUIPMENT USED WITH THE SITE, OR INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION OR TERMINATION OF THIS SITE, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THESE SERVICES, OR ANY LINKS ON THESE SERVICES, AS WELL AS BY ANY INFORMATION OR REPORTS PROVIDED BY OR THROUGH THESE SERVICES. YOUR SOLE AND EXCLUSIVE REMEDY AGAINST HAPPY PATH OR ITS OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, LICENSORS, OR AUTHORIZED REPRESENTATIVES, IS YOUR DISCONTINUATION OF YOUR USE OF THESE SERVICES. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THESE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THESE SERVICES. THE AGGREGATE LIABILITY OF HAPPY PATH TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE SERVICES IS LIMITED TO THE LESSER OF (I) THE AMOUNT OF FEES ACTUALLY PAID BY YOU FOR USE OF THE SERVICES OR (II) NINETY NINE DOLLARS (U.S. $99.00). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATION AND DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT THAT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT ITS LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW. THIS SECTION SHALL SURVIVE TERMINATION.

Geographical Restrictions

Happy Path makes no representation that all products, services and/or material described on these Services are appropriate or available for use in locations outside the United States. Users access our Services on their own initiative and are responsible for compliance with local laws. Certain companies affiliated with Happy Path provide services and operate websites which may be linked to from our Services and which are governed by their own terms of use and not these Terms, and may be subject to laws of other local or international jurisdictions.

Intellectual Property

These Services and their entire contents, features, and functionality (including but not limited to all information, software, code, algorithms, database, text, displays, images, video and audio, and the design, selection and arrangement thereof) (the “Intellectual Property”) are (i) copyrighted by Happy Path and/or its licensors under United States and international copyright laws; (ii) subject to other intellectual property and proprietary rights and laws; and (iii) owned by Happy Path or its licensors. Our Intellectual Property may NOT be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors. You must abide by all copyright notices, information, or restrictions contained in or attached to any of our Intellectual Property and you may not remove or alter any such notice, information or restriction. Your use of our Intellectual Property must at all times comply with these Terms. Nothing in these Terms grants you any right to receive delivery of a copy of our Intellectual Property or to obtain access to our Intellectual Property except as generally and ordinarily permitted through these Services according to these Terms.

If you provide Happy Path with any suggestions, recommendations or other feedback regarding these Services (“Feedback”), you agree that we may freely use and exploit such Feedback in any way and for any purpose. Any use of these Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws.

DMCA NOTICE. Happy Path complies with the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (“DMCA”). All content on these Services is the original work of the authors unless otherwise noted, cited or quoted. If you believe that anything on these Services constitutes infringement of your copyright, please notify us using the following procedure:

The DMCA specifies that all infringement claims must be in writing (either electronic mail or paper letter) and must include (i) A physical or electronic signature of the copyright holder or a person authorized to act on his or her behalf; (ii) A description of the copyrighted work claimed to have been infringed (multiple claims of copyright works at a single online site are covered by a single notification); (iii) A description of the material that is claimed to be infringing and information reasonably sufficient to permit the service provider to locate the material; (iv) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and an email address; (v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and A statement that the information in the notification is accurate, and under penalty of perjury, that you are the owner or agent authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Submit this information electronically using the Contact form on our Website. We will respond to any DMCA complaints in a timely manner and will remove any material that is found to be a copyright infringement.

Links to, and Integration with, Other Websites

These Services may contain links to third-party web sites or services that are not owned or controlled by Happy Path. We do this for your convenience. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third party websites or services. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such websites or services. We will not be liable for any information, software, or links found at any other website, Internet location, or source of information, nor for your use of such information, software, or links, nor for the acts or omissions of any such websites or their respective operators. We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit. If you access any third-party site, you do so entirely at your own risk.

Links to Our Services

You may link to our Website (not our Software) if you (i) do not replicate the home page of the Website; (ii) you do not create a frame or any other browser or border environment around the Website; (iii) you do not use logos or trademarks displayed on the Website; and (iv) you do not link to a website which contains content that is offensive, infringes the intellectual property rights or other rights of others, or violates applicable laws.

Indemnification

You agree to indemnify, defend, and hold harmless Happy Path and any and all of its present and future parents, subsidiaries, affiliates, licensors, co-branders, suppliers, service providers, and other contract relationship, and its present and future officers, directors, consultants, members, employees, authorized representatives, affiliates, and agents of each, and other Registered Users and Visitors, from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including but not limited to reasonable attorneys’ fees, court costs, and accounting costs) that such parties may incur as a result of, arising out of, or related to (i) Content and any information you submit, post or transmit through these Services, (ii) your use of these Services, (iii) your violation of these Terms, (iv) your violation of any rights of any other person or entity, or (v) any viruses, trojan horses, worms, time bombs, cancelbots, or other similar harmful or deleterious programming routines input by you into these Services. Happy Path reserves the right to assume the exclusive defense, control, and settlement, of any above matter. This section shall survive termination.

Disputes

You agree that for any and all disputes, claims, or controversies arising out of or related to these Services asserted against Happy Path, or its present and future officers, directors, consultants, members, employees, authorized representatives, affiliates, and agents of each you will first contact us using the Contact form on our Website to seek a resolution. If we are not able to resolve the issue, then except for disputes relating to the infringement or other misuse of intellectual property rights (i) such disputes will be resolved through binding arbitration rather than in court; (ii) this arbitration will be administered by the American Arbitration Association (“AAA”); (iii) such arbitration will follow the rules of the AAA (“AAA Rules”), as modified by these Terms; (iv) the arbitration will be conducted in the English language; and (v) any arbitration hearing will be held in Charleston, South Carolina.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of these Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these Terms are for convenience only and have no legal or contractual effect. These Terms and any dispute or claim arising out of, or related to, them, their subject matter or their formation (in each case, including non-contractual disputes or claims) will be governed by and construed in accordance with South Carolina law. To the extent that any lawsuit or court proceeding is permitted hereunder, you and Happy Path agree to exclusively litigate such disputes in the state courts located in Charleston, South Carolina and the federal courts located in Charleston, South Carolina, and both parties consent to venue and personal jurisdiction in South Carolina. You may not assign any of your rights in these Terms , and any such attempt is void. Happy Path may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with these Services. Happy Path and you are not legal partners or agents of one another.

If the arbitrator finds that either the substance of your claim or the relief sought is frivolous or brought for an improper purpose (as set forth in the Federal Rules of Civil Procedure Rule 11), then the AAA Rules will apply regarding payment of arbitration costs. The AAA Rules and fees are available online at www.adr.org or can be obtained by calling the AAA at 1-800-778-7879. You and Happy Path both agree that either party may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

Waiver and Entire Agreement

No waiver of these Terms by Happy Path shall be deemed a further or continuing waiver of such terms or conditions or any other terms or conditions. Any failure of Happy Path to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms will continue in full force and effect.

These Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Happy Path with respect to these Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to these Services. If for any reason anything on or associated with these Services is in conflict or inconsistent with these Terms, these Terms are controlling. If a provision of these Terms is determined to be unenforceable, the remaining provisions of these Terms will not be impaired. The Terms shall be governed by the laws of the State of South Carolina. The prevailing party in any legal action arising out of or relating to these Terms of Use shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements determined by a court or arbitrator.

Survival

All terms and conditions set forth herein and any other limitations on liability explicitly set forth herein will survive the expiration or earlier termination of the agreement pursuant to these Terms for any reason. Our (and our licensors’) proprietary rights (including any and all intellectual property rights) in and to our Intellectual Property and our Services will survive the expiration or earlier termination of the agreement pursuant to these Terms for any reason.

Changes

We reserve the right, at our sole discretion, to change, amend, modify, or replace these Terms at any time, without prior notice. Unless it expressly says otherwise, all changes, amendments, or modifications take effect immediately. We will endeavor to provide you notice of materially significant changes to these Terms. By continuing to access or use these Services after those revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, in whole or in part, please stop using these Services.

Contact Us

If you have general inquiries, questions, concerns, or comments about the Terms or Services, please contact us using the contact form on the Website.