HAPPITU, LLC ("LICENSOR") LICENSES ITS HAPPITU SOFTWARE ("THE SOFTWARE") TO USER UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT (“AGREEMENT”).
IN THIS AGREEMENT THE TERM “USER” MEANS AND INCLUDES THE PARTY WHO PAYS FOR THIS LICENSE AND ANY SERVICES PROVIDED IN THE SCHEDULE OF FEES AND SERVICES (“LICENSEE”); THE OPERATOR, OWNER, OR LESSEE OF THE COMPUTER USED TO ACCESS THE SOFTWARE; USER'S EMPLOYER, EMPLOYEES, OFFICERS, AGENTS, AND CONTRACTORS; AND ALL OTHER PERSONS AND ENTITIES WHO USE THE SOFTWARE.
Subject to the terms and conditions stated below, and in exchange for the monthly fees, User is granted a non-exclusive, non-transferrable, limited license to use the Software in User's business. The Software is only licensed to User; it is not sold to User.
The term of this license is month to month.
The amount of the license fees and any fees for help desk services are set forth on the Schedule of Fees and Services entered into by Licensor and Licensee. Licensor may increase the monthly fees from time to time. Subscriptions.
Some parts of the Software are billed on a subscription basis (“Subscription(s)"). Users are billed in arrears on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set on a regular monthly basis.
At the end of each Billing Cycle, Subscriptions automatically renew under the same conditions unless they are canceled by User or terminated by Licensor. User may cancel its Subscription renewal either through its online account management page or by contacting Licensor's customer support team.
A valid payment method, including credit card, is required to process the payment for each Subscription. You shall provide Licensor or its third-party payment processor, with accurate and complete billing information including full name, address, state, zip code, and valid payment method information. By submitting such payment information, User automatically authorizes Licensor to charge all Subscription fees incurred through its account to any such payment instruments. All amounts paid are non-refundable. User further agree to be responsible for all taxes associated with the Software, along with any transaction fees and currency conversions added by your financial institution and intermediaries. All amounts are in US Dollars.
Licensor may, at its sole discretion, offer a Subscription with a free trial for a limited period of time (“Free Trial”).
User may be required to enter your billing information in order to sign up for the Free Trial.
If User enters billing information when signing up for the Free Trial, they will not be charged by Licensor until the Free Trial has expired. On the last day of the Free Trial period, unless User has cancelled its Subscription, User will automatically begin to incur the applicable Subscription fees. At any time and without notice, Licensor reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.
All amounts paid are non-refundable.
Upon creating an account in the Software, User must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms.
User is responsible for safeguarding the password it uses to access the Software and for any activities or actions under your password, whether your password is with our Software or a third-party service.
User agrees not to disclose its password to any third party. User must notify Licensor immediately upon becoming aware of any breach of security or unauthorized use of its account.
User may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
Termination by Licensor
Licensor may immediately terminate this Agreement and the above license if User breaches any provision of this Agreement, if the fees are not timely paid, or if Licensor believes termination is necessary to prevent harm to Licensor or a third party. Licensor may also terminate this license for any reason, without cause, by delivery of a termination notice to User. Upon termination Licensor may (a) immediately disable User's password, and (b) commence action in any court of competent jurisdiction to secure any and all additional remedies provided by law for breach.
Licensor will provide User password authenticated access to the Software. In the event of a termination of this license, whether by User or Licensor, and whether due to breach of User or not, Licensor will disable User's authentication so that User cannot access or use the Software. Licensee and Users are responsible for maintaining the secrecy and security of their passwords.
Limitations on Use
User is strictly prohibited from reproducing, copying, transferring, selling, leasing, modifying, redistributing, loaning, altering, adapting, porting, merging, reverse engineering, translating, decompiling, tampering, disassembling, deciphering, decrypting, emulating the functionality of, reverse compiling, reducing to human readable form, creating derivative works, attempting to discover the source code, defacing or removal of trademarks or copyright notices, and exporting all or any part of the Software. User may not charge others for the use of the Software by User or others.
Any and all information that User provides will remain confidential and Licensor may only provide access to User information as necessary to fulfill the purpose of the agreement , pursuant to confidentiality agreements, or to meet legal or regulatory requirements, such as under a court order or to a government institution if required or authorized by law. Notwithstanding the above, information shall not be deemed confidential to the extent that it: (i) was generally known and available in the public domain at the time it was disclosed or subsequently becomes generally known and available in the public domain through no fault of Licensor ; (ii) was rightfully known to Licensor at the time of disclosure without any obligation of confidentiality; (iii) is disclosed with the prior written approval of the User; or (iv) was independently developed by the Licensor without any use of the confidential Information of User.
Product Support or Other Services and Changes to Software
Licensor may, but is not obligated to, provide or make available support or other services for or in connection with the Software. Licensor may, in its sole discretion and subject to limitation or termination at any time, provide or make available support or other services for or in connection with the Software. Any such support or other services are subject to all other terms of this Agreement, unless separate terms are established in writing or in the Schedule of Fees and Services.
Updates and Fixes
Licensor is not obligated to provide or make available updates, fixes, patches, or other changes to the Software. Licensor may, in its sole discretion and subject to limitation or termination at any time, provide or make available updates, fixes, patches, or other changes to the Software. Any such updates, fixes, patches, or other changes are subject to all other terms of this Agreement, unless separate terms are established in writing.
User warrants that it has sufficient capacity and authority to bind itself to this Agreement, or if User is attempting to bind another party to this contract, User has legal authority to do so. User will be required to submit information to Licensor. User hereby warrants that all such information provided to Licensor is accurate and truthful, and that User will promptly notify Licensor of any errors in such information that come to User's knowledge.
User's Computer Systems
User agrees that User will be solely responsible for the security and integrity of User's computer systems, for limiting and controlling access to Licensor's Software, for the maintenance of systems and procedures needed to satisfy User's obligation to limit access to the Software, and for procedures to maintain the secrecy of the password provided by Licensor. User will immediately notify Licensor if User's Passwords are lost or stolen or if User believes an unauthorized person has discovered or used the passwords.
Errors or Omissions
LICENSOR HAS MADE REASONABLE EFFORTS TO ENSURE THE COMPLETENESS, ACCURACY AND ERROR FREE OPERATION OF THE SOFTWARE; HOWEVER, BECAUSE OF THE COMPLEXITY OF COMPUTER HARDWARE AND SOFTWARE, LICENSOR CANNOT WARRANT THAT OPERATIONS USING SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT RESULTS OR OPERATIONS GENERATED BY THE SOFTWARE WILL BE ACCURATE.
Disclaimer of Warranties
THE SOFTWARE IS PROVIDED TO USER "AS IS" AND WITH ALL FAULTS. USER AGREES THAT LICENSOR HAS MADE NO WARRANTIES TO USER OF ANY KIND REGARDING THE SOFTWARE. LICENSOR DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE, TEXT, DATA, AND ACCOMPANYING WRITTEN DOCUMENTATION.
No Liability for Consequential Damages
SUBJECT TO ANY STATE LIMITATIONS OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, LICENSOR WILL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSSES, LOSS OF DATA, OR DAMAGES ARISING OUT OF LITIGATION OR GOVERNMENTAL INVESTIGATION, OR ARISING FROM THE USE OR INABILITY TO USE SOFTWARE, REGARDLESS OF THE FORM OF THE ACTION AND ANY NOTICE GIVEN TO LICENSOR ABOUT THE POSSIBILITY OF SUCH DAMAGES.
OUR LIABILITY WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT OF FEES YOU HAVE PAID FOR THE THIRTY DAYS PRECEDING THE LEGITIMATE CLAIM FOR THE DEFECTIVE SOFTWARE OR SERVICE THAT YOU HAVE PURCHASED THROUGH THE SITE.
User agrees that Licensor is not responsible for any damage or other liability resulting from use or misuse of the Software. User agrees to indemnify Licensor from any legal action for any loss, whether actual, direct, indirect, special, incidental, or consequential, due to violation of the terms of this Agreement or use or misuse of the Software by User, any party User represents, or any party User permits or allows to use or misuse the Software.
Ownership of Software and Intellectual Property
The Software, including, but not limited to, all claims of copyright in the Software and all trade secrets, and other intellectual property in the Software, are owned by Licensor. User is strictly prohibited from copying the Software, making derivative works of the Software, misappropriating any trade secrets in the software, infringing any intellectual property in the Software, or violating any of the limitations, restrictions or prohibitions of use contained in this Agreement.
Licensee and Users are solely responsible for saving, protecting, and backing up any data, content, or information placed by Users or Licensee in the Software. Licensee understands that Licensor will not save or backup up any data in the Software.
All notices, requests, demands and other communications under this Agreement shall be given to the parties at the addresses thy provided each other, or at such other addresses as each notifies the other in writing. All notices, requests, demands and other communications shall be in writing, shall be served by hand delivery, e-mail, overnight courier, or facsimile transmission, and shall be deemed given on the date of receipt.
Illegal Acts; Export
User is strictly prohibited from using this Software to perform any illegal act, including, but not limited to, violating any export laws, regulations or restrictions imposed by the U.S. government. Access by persons outside of the United States may be illegal and is done at Licensee's and User's own and sole risks.
DISPUTE RESOLUTION AND BINDING ARBITRATION. (a) USER AND LICENSOR ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
(b) 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 12. The Federal Arbitration Act will govern the interpretation and enforcement of this section.
The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the Agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.
(c) Licensee and Users agree to an arbitration on an individual basis. In any dispute, NEITHER PARTY WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.
If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.
The following additional provisions apply to this Agreement: (a) Assignment. Neither User nor Licensee may assign the benefit or obligation of this Agreement without prior written consent of Licensor.
(b) Binding Effect. This Agreement shall be binding upon the parties, their heirs, administrators, legal representatives, affiliates, successors, related parties, and assigns.
(c) Applicable Law. This Agreement shall be governed by and interpreted in accordance with the laws of the United States and State of Missouri.
(d) Integration. This Agreement, together with the Schedule of Fees and Services is an integration which supersedes all prior and contemporaneous oral or written agreements between the parties.
(e) Changes. User understands and agrees that Licensor shall have the right, at its sole discretion, to change any terms or conditions of this Agreement without prior notice or any liability to User. Any such changes will be posted on Licensor's web site. User agrees to visit Licensor's website periodically and review any changes posted on such site, and User agrees that any further use by User of the Software following such changes will constitute acceptance by User of the changes.
(f) Invalidity of Part. If any term or provision of this Agreement is adjudged to be invalid under the laws of any state or the United States, such invalidity shall not affect the validity or operation of the whole Agreement, unless the term found to be invalid destroys the objects of the Agreement.
(g) Construction. The paragraph headings in this Agreement are for convenience of reference and shall not affect its interpretation. The terms of this Agreement are to be construed as singular, plural, masculine, feminine, or neuter as context requires.
Acknowledge and Acceptance
User and Licensee acknowledge that they have read this Agreement, understand it, and agrees to be bound by its terms and conditions.Happitu, LLC
11872 Westline Industrial Dr
Maryland Heights, MO 63146