or Services in this document, which are owned and operated by Happy Medium, LLC (“Happy Medium,” “we,” “us,” or “our”). Additionally, these Terms govern your access to and use of the information, text, graphics, photos, and other materials that are uploaded, downloaded, or appearing on the Services, including what is displayed on a Happy Board, which we will collectively refer
to as the Content. Your access to and use of the Services are conditioned on your acceptance of and compliance with these Terms. By accessing or using the Services you agree to be bound by these Terms.
1. BASIC TERMS
You are solely responsible for your use of the Services and for any Content
you post or display through the Services, including third-party content that
may result from your use of the Services, and for any consequences thereof. You should only post or display Content that you are comfortable sharing
with others under these Terms.
To prevent others from misusing your access to the Services, you are responsible for keeping and maintaining a passphrase that is both secret and secure. For instance, we recommend using a combination of lowercase and uppercase letters, numbers, and symbols that form a phrase, i.e. “i100%Lov3HB”. We cannot and will not be liable for any loss or damage arising from your failure to comply with protecting your passphrase.
You may use the Services only if you can form a binding contract with Happy Medium and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. If you are accepting
these Terms and using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. You may not use the Services to defame, stalk bully, abuse, harass, threaten, impersonate, or intimidate people or entities and you must not post or display private or confidential information via the Services. If you are under 13 years old you may not use the Service.
In order to provide the best Happy Board Services, we may alter the form and nature of the Services from time to time without prior notice to you. Similarly, the Services, or some of the features within the Services, may be removed either temporarily or permanently and we may not be able to provide you
with prior notice.
3. CONTENT ON THE SERVICES
All Content, is the sole responsibility of the person or entity who originated
such Content. Any use or reliance on any Content or materials posted or displayed via the Services or obtained by you or a third-party through the Services is at your own risk. We do not monitor or control the Content
posted or displayed via the Services and we cannot take responsibility
for such Content, or any consequences that may result from the Content.
We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted or displayed through the Services, nor do we endorse any opinions expressed via the Services. You understand that by using the Services, you and third-parties (including customers, patrons, clients, bystanders, visitors, employees, staff, and the like) who view Content displayed via the Services may be exposed to Content that might be discriminatory, offensive, derogatory, harmful, inaccurate, or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will we be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, displayed, transmitted or otherwise made available via the Services.
4. YOUR LICENSE TO USE THE SERVICES
We give you a worldwide, non-transferable, non-sub licensable, non-assignable, and non-exclusive License to use the Happy Boards Software that is provided to you by us as part of the Services as originally set forth in the Happy Boards Agreement. This License is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by us, in the manner permitted by these Terms and the Happy Boards Agreement.
5. GROUP PLAYLIST PAYMENT, ADDITION, AND REMOVAL
Group Playlists are subscribed to and paid for automatically on a monthly schedule starting from the day the Group Playlist is added and recurring
about every 30 days thereafter until you remove the Group Playlist.
Once we begin to bill you, the removal of a Group Playlist will take effect starting at the end of your current billing period, meaning there are no
partial month refunds or credits.
When you purchase your initial Happy Boards and provide a payment method for your first Group Playlist, you are granting your express consent and authorization to us, and our designated payment processor, to automatically charge you each month for your initial Group Playlist and any additional Group Playlists you may add during your use of the Services. If you provide a payment method and our charge results in an overdraft, chargeback or other fee from your bank, you alone are responsible for that fee.
You may add or remove a Group Playlist at any time by accessing your
account by visiting www.gethappyboards.com and altering the number
of Group Playlists associated with your account. Note that a single Group
Playlist can be displayed on more than one TV and on more than one piece
of Happy Boards Hardware. Multiple Group Playlists are necessary to display different sets of customized content on different Happy Boards Hardware on the same account.
EVEN IF YOU DO NOT USE A GROUP PLAYLIST, YOUR HAPPY BOARDS, OR ACCESS THE SERVICES IN ANY WAY, YOU ARE RESPONSIBLE FOR ANY CHARGES UNTIL YOU REMOVE ANY GROUP PLAYLISTS YOU DO NOT WISH TO PAY FOR OR OTHERWISE TERMINATE YOUR ACCOUNT WITH US.
6. OUR RIGHTS
All right, title, and interest in and to the Services, except for Content
generated by you and third-parties, are and will remain our exclusive property. Our intellectual property rights in the Services are protected by copyright and trademark laws of the United States and international treaties, as well as other domestic and international laws. Nothing in these Terms gives you a right to use our trademarks, logos, domain names, and other distinctive brands. There is
also nothing in these terms that gives you the right to copy our Happy Boards Services or a derivative of the Services. Any feedback, comments, or suggestions you may provide regarding Happy Boards, or the Services
is entirely voluntary and we will be free to use your feedback, comments,
or suggestions as we see fit and without any obligation or approval to
7. LIMITS ON CONTENT AND USE OF THE SERVICES
We reserve the right to access, read, preserve, and disclose any information
as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms, including investigation of potential violations hereof, (iii) detect, prevent,
or otherwise address fraud, security or technical issues, (iv) respond to
user support requests, or (v) protect the rights, property or safety of
Happy Medium and the public.
You may not do any of the following while accessing or using the Services:
(i) access, tamper with, or use non-account areas of the Services, or our computer systems; (ii) probe, scan, or test the vulnerability of any system
or network or breach or circumvent any security or authentication measures;
(iii) access or search or attempt to access or search the Services by any means (automated or otherwise, e.g. scrape) other than any means made available by us; (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or (v) interfere with, or disrupt,
(or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, or spamming,
the Services, or by scripting the creation of Content in such a manner
as to interfere with or create an undue burden on the Services.
The Terms will continue to apply until terminated by either you or us in accordance with the Happy Boards Agreement you entered into when you initially obtain your Happy Boards system access or as set forth in this section as follows.
We may suspend or terminate your accounts or cease providing you with all or part of the Services at any time for any or no reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms, (ii) you create risk or possible legal exposure for us; or (iii) our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your account or the next time you attempt to access your account.
In all such cases, the Terms shall terminate, including, without limitation, your license to use the Services, except that the following sections shall continue to apply: 3 and 6–11.
Nothing in this section shall affect our rights to change, limit or stop the provision of the Services without prior notice, as provided above in section 1.
9. DISCLAIMERS AND LIMITATIONS OF LIABILITY
Please read this section carefully since it limits the liability of Happy Medium and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the “Happy Medium Entities”). The following within this section applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have which
may not be lawfully limited.
Your access to the Services and to the Content is at your own risk. You understand and agree that the Services are provided to you on an “AS IS”
and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, THE HAPPY MEDIUM ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
The Happy Medium Entities make no warranty or representation and disclaim
all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services or any Content; (iii) the deletion of, or the failure to store or to transmit, any Content and other communications maintained by
the Services; and (iv) whether the Services will meet your requirements or
be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from the Happy Medium
Entities or through the Services, will create any warranty or representation
not expressly made herein.
To the maximum extent permitted by applicable law, the happy medium
entities shall not be liable for any indirect, incidental, special, consequential
or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, good-will, or other intangible losses, resulting from (i) your access to or use of or inability to access or
use the services; (ii) any conduct or content of any third party on the services,
including without limitation, any defamatory, offensive, deceptive, harmful, discriminatory, or illegal conduct of other users or third parties; (iii) any
content obtained from the services; or (iv) unauthorized access, use or alteration of your transmissions or content.
In no event shall the aggregate liability of the happy medium entities exceed the greater of one hundred U.S. dollars (U.S. $100.00) or the amount you paid us,
if any, in the past six months for the services giving rise to the claim.
The limitations of our liability shall apply to any theory of liability, whether based on warranty, contract, statute, tort (including negligence) or otherwise, and whether or not the happy medium entities have been informed of the possibility of any such damage, and even if a remedy set forth herein is found
to have failed of its essential purpose.
You agree to defend, indemnify, and hold us harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities on the Service or those conducted on your behalf): (i) your access to or use of the Service, including claims arising out of a third-party’s (including customers, patrons, clients, bystanders, visitors, employees, staff, and the like) exposure
to Content displayed via the Services that is allegedly discriminatory, offensive, derogatory, harmful, inaccurate, inappropriate, mislabeled, deceptive, or otherwise serves as the basis for damages; (ii) your breach or alleged breach
made by you;. You will cooperate as fully required by us in the defense of
any claim. We reserve the right to assume the exclusive defense and control
of any matter subject to indemnification by you, and you will not in any
event settle any claim without receiving prior written consent from us.
11. GENERAL TERMS
A. WAIVER AND SEVERABILITY
Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. Any waiver will be in writing and signed by the waiving party. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
B. CHOICE OF LAW
These Terms and any action related to these Terms will be governed by the laws of the State of Iowa without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings,
or litigation arising in connection with the Services will be brought solely in the federal or state courts located in Polk County, Iowa, United States, and you consent jurisdiction of and venue in such courts and waive any objection to inconvenient forum.
If you are a federal, state, or local government entity in the United States using the Services in your official capacity and legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you. For such U.S. federal government entities, these Terms and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of Iowa (excluding choice of law).
C. ENTIRE AGREEMENT
person or company will be third party beneficiaries to the Terms.
We may revise these Terms from time to time, the most current version will always available on via the Happy Boards website. If the revision, in our sole discretion, is material we will notify you using the contact information you have provided us. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.
These Terms are an agreement between you and Happy Medium, LLC, 104 SW 4th Street, Des Moines, Iowa, Suite B, Des Moines, Iowa 50309, USA.
Contact us by Tweeting @gethappyboards or reach us at he[email protected].