This Terms of Use Agreement (“Agreement”) governs your access and use of the HappyPath website located at www.happypath.io (the “Website”) operated by Do Nothing Corp., Inc., a Delaware corporation ("the “Company”, "our", "us", or "we"), as well as the products and services offered and made available to you in connection with the Website (the “Services”) unless we reach a different or separate agreement with you in writing.
ACCEPTANCE OF TERMS AND CONDITIONS. By accessing, browsing, and using the Website and the Services, you (the individual or entity with whom the Company enters into this Agreement, who is responsible for complying with the contractual obligations of this Agreement) agree that you have read, understood, and accept this Agreement. Please read it very carefully. If you do not agree with any of the terms, conditions, or obligations set forth in this Agreement do not use the Website or the Services. You understand and agree that we may change this Agreement at any time without prior notice to you.
You may read a current, effective copy of this Agreement at any time by selecting the “Terms of Use” link on the Website. The revised Agreement will become effective at the time of posting. Any use of the Website after such date shall constitute your acceptance of such revised Agreement. If any change to this Agreement is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Website. In addition, you may only use this Website and the Services for their intended purpose and solely in accordance with this Agreement.
Company is not responsible for links to other websites or third-party resources (“External Sites”) that may be contained on the Website or the availability of these outside resources or their content. These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of any materials on such External Sites. If you decide to access any External Sites, you do so at your own risk.
SAFEGUARDING CREDENTIALS. You are solely responsible for maintaining the confidentiality and security of your account credentials, including usernames, passwords and any other access information. It is strongly advised that you do not share your credentials with any third party and refrain from storing them in easily accessible locations. In the event of suspected unauthorized access to your account or any potential compromise of your credentials, you must immediately notify Company. Company shall not be held liable for any loss or damage arising from unauthorized use of your account due to your failure to adequately safeguard your credentials.
INTELLECTUAL PROPERTY. All intellectual property rights in the Website and the Services are owned by Company or its licensors. You may not copy, reproduce, distribute, transmit, display, perform, modify, create derivative works of, or use the Website or the Services in any manner except as expressly permitted by this Agreement. You may not use the Website or the Services to violate any laws in your jurisdiction, including but not limited to copyright or trademark laws. Company reserves all rights not expressly granted in this Agreement.
If you believe that your work has been copied and posted on the Website in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Website; (iv) your address, telephone number, and primary email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Send any notices of suspected Copyright Infringement issues to [email protected] and reference Copyright Issues in the subject line.
PRIVACY AND TRANSMISSION OF INFORMATION. The Company maintains a Privacy Policy, which details how we manage and protect personal information. You may find it at https://www.happypath.io. You agree to this Agreement of such Privacy Policy by providing your personal information to the Company and using this Website and the Services. Notwithstanding the foregoing, any material, information or ideas that you transmit to or post to or through this Website or on any other public platform managed by the Company, by any means, will be treated as non-confidential and non-proprietary, despite any legends to the contrary, and may be used by the Company for any purpose whatsoever.
COMMUNICATION AND CONSENT. By providing your contact information to the Company in the course of using or expressing interest in our Services, you are providing express consent to be contacted at the phone number, mailing address, or email address you provided. In connection with the Services, the Company may contact you regarding the Services by telephone, email or text.
USER CONDUCT (REPRESENTATIONS AND WARRANTIES). You agree not to use or attempt to use the Website or any products or services in any unlawful manner or for any unlawful purpose. You further agree not to commit any unlawful act or attempt to commit any unlawful act on or through the Website including, but not limited to: (a) hacking and other digital or physical attacks on the Website; (b) publishing abusive, vulgar, obscene, or defamatory material; (c) soliciting others to perform or participate in any unlawful acts; (d) violating any international, federal, provincial or state regulations, rules, laws, or local ordinances; (e) infringing upon or violating our intellectual property rights or the intellectual property rights of others; (f) harassing, abusing, insulting, harming, defaming, slandering, disparaging, intimidating, or discriminating based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (g) submitting false or misleading information; (h) uploading or transmitting viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Website; (i) collecting or tracking the personal information of others; (j) interfering with or circumventing the security features of the Website; (k) any other unlawful act; (l) use any device, software or routine to interfere or attempt to interfere with the operation of the Website or any activity conducted on the Website; and (m) decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Website
You must provide true, accurate, current, and complete information about your accounts maintained at the Company. Additionally, you represent that you are a legal owner of, and that you are authorized to provide us with, all account information and other information necessary to facilitate your use of the Services. If you provide any information to us that is untrue or inaccurate, or if we have reason to suspect that such information is untrue or inaccurate, the Company has the right to suspend or terminate our relationship with you and your use of the Services.
In your use of the Services or in your communications with the Company or the Company’s employees, you are prohibited from posting, transmitting, or sharing any content or material that is, or may be reasonably considered to be, offensive, unlawful, threatening, obscene, hateful, racially offensive, homophobic, profane, showing religious bias, sexual in nature, illegal, or intimidating in any way. Any such behavior will result in a termination of the Services. If the behavior rises to a criminal or civil offense, or violates any law, the Company will fully cooperate with law enforcement to address the violation.
SOCIAL MEDIA. This section applies to everyone who interacts with our social media presence, including comment sections, feeds, and other elements of social media presence viewable on Facebook, Instagram, YouTube, Pinterest, Twitter, Google+, LinkedIn, or any of the many other available external third-party social media platforms we may use (“Social Media Presence”).
The sites and platforms that host our Social Media Presence are not controlled by us and therefore have their own privacy policies and terms of use. The comments and opinions expressed by users on social media are theirs alone and do not reflect the opinions of DNC, and we have no obligation to monitor or remove user comments. If you see an offensive or inappropriate post or comment on our Social Media Presence, you should report it to the operator of the applicable site or platform using the procedures they have established for that purpose.
MODIFICATIONS TO THE WEBSITE. We reserve the right to modify or discontinue access to the Website (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third party for any modification, suspension, or discontinuance of access to the Website.
INTERNATIONAL USE. This Website and the Services are controlled and operated by the Company from within the United States. The Company makes no representations that materials contained within the Website or the Services are appropriate or available for use in other locations, and access to the Website or Services from locations where such activity is illegal is prohibited. Those who choose to use the Website or Services from other locations do so on their own initiative and are solely responsible for compliance with all applicable laws.
The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content, you expressly agree that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.
LIMITATION OF LIABILITY: THE WEBSITE AND THE SERVICES ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
THE COMPANY, ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “COMPANY PARTIES “) DO NOT WARRANT THAT THE WEBSITE WILL OPERATE ERROR FREE OR THAT THE WEBSITE, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE WEBSITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO COMPANY PARTIES SHALL BE RESPONSIBLE FOR THOSE COSTS.
Your access and use of the Website or Services may be interrupted from time to time for any of several reasons, including the malfunction of equipment, periodic updating, maintenance or repair of the Service, or other actions that the Company, in its sole discretion, may elect to take. IN NO EVENT WILL THE COMPANY BE LIABLE TO ANY PARTY FOR ANY LOSS, COST, OR DAMAGE THAT RESULTS FROM ANY PERIOD OF DOWNTIME OF THE WEBSITE OR SERVICES.
FURTHER, IN NO EVENT SHALL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM THE PRODUCTS OR YOUR USE OF THE WEBSITE OR SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY'S AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID BY YOU TO THE COMPANY FOR USE OF THE WEBSITE OR SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
INDEMNIFICATION. You agree to defend, indemnify, and hold harmless the Company Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use or misuse of the content or Website. The Company shall provide notice to you of any such claim, suit, or proceeding. The Company reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting the Company's defense of such matter.
TERM AND TERMINATION. The Company may at any time, without notice or cause, suspend or terminate your access and use of the Services, the Website or the Content at any time and for any reason without prior notice or liability. The Company reserves the right to change, suspend, or discontinue all or any part of the Website or the Content at any time without prior notice or liability. Any terms of this Agreement that are continuing in nature shall survive termination of the Agreement.
CLASS ACTION WAIVER AND BINDING ARBITRATION.
PLEASE READ THIS ARBITRATION AND CLASS ACTION WAIVER PROVISION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH THE COMPANY ON AN INDIVIDUAL BASIS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
EXCEPT WHERE PROHIBITED BY LAW, YOU AGREE THAT ANY CLAIM THAT YOU MAY HAVE IN THE FUTURE MUST BE RESOLVED THROUGH FINAL AND BINDING CONFIDENTIAL ARBITRATION. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY. THE RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST. YOU AGREE THAT YOU MAY ONLY BRING A CLAIM IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF (LEAD OR OTHERWISE) OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS A PRIVATE ATTORNEY GENERAL. YOU FURTHER AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OR CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES), AND MUST FOLLOW THE TERMS OF THESE CONDITIONS OF USE AS A COURT WOULD.
Any controversy or claim between you and the Company arising out of, or relating to, these terms, our privacy policy or our website shall be resolved by arbitration administered by the American Arbitration Association pursuant to its Consumer Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, except for those causes of action brought by the Company that seek injunctive relief, which shall be submitted to the exclusive jurisdiction of the courts New York County in New York, USA. You agree to waive your right to have a judge or jury decide your claim. You and the Company further agree to bring any claim on an individual basis only. Neither you nor the Company will serve as a class representative, join as a class member, or otherwise participate as a plaintiff in any class, mass, consolidated, or private attorney general action or arbitration. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
EXCEPTIONS. This Section 13 does not require informal dispute resolution or arbitration of claims by the Company seeking injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement or misappropriation, or other similar claims. The state or federal courts sitting in New York, New York shall have exclusive jurisdiction and venue over the above dispute and you hereby consent to the jurisdiction of such courts. Reasonable attorneys’ fees and costs will be awarded to the Company if it prevails in a litigation.
NOTICES. Mail a Notice of Dispute first. If you have a dispute you agree to send us notice to [email protected]. If we have a dispute with you, we will send you notice to the email address associated with your account.
MISCELLANEOUS. This Agreement may not be modified, supplemented, qualified, or interpreted by any trade usage or prior course of dealing not made a part of the Agreement by its express terms. The section headings used herein are for convenience only and shall not be given any legal import. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees. Any information submitted or provided by you to the Website might be publicly accessible. Important and private information should be protected by you. The Company is not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use.
APPLICABLE LAW. New York law will govern this Agreement without giving effect to any principles of conflicts of laws. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in New York, New York.
WAIVER AND SEVERABILITY. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Failure of the Company to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against the Company unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.
ENTIRE AGREEMENT. Except as expressly agreed by the Company and you, this Agreement constitute the entire agreement between you and the Company with respect to the Website, and supercedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the Website.