Terms of Service

This is a legally binding agreement between you (or your organization) and hapyn®, LLC, a Colorado Limited Liability Corporation (LLC). Please read it, because it is important. Suggestions and questions may be directed to support@hapyn.com.

Definitions

We're going to use some shorthand to make this easier to read. When we say "Service", we mean the hapyn® online service. When we say "we", "us", or "our", we mean hapyn®, LLC, a Colorado LLC. When we say "you" or "your", we mean you or the organization on behalf of which you are entering into this agreement. When we say "your content", we mean any text, sound, graphics, data, files, or other material which you post, upload, or otherwise share via the Service; similarly, when we say "our content", we mean the text, sound, graphics, data, files, software, and other material owned by us. And when we say "terms", we mean these Terms of Use.

Acceptance and Changes

Please read these terms before using hapyn®. If you do not agree to them, you may not register for the Service. If we make material changes to these terms, we'll let you know either through the Service or via email (at the email address you provide). If you do not agree to those changes, you may send a request to cancel your account to support@hapyn.com. If we do not hear from you within thirty (30) days, the revised terms will apply to you.

This Terms of Service is subject to occasional revision. We will post any revised version of the Terms of Service on this page. If we make any material changes to it, we will note that fact our website. You agree that such amended Terms of Service will be effective thirty (30) days after being posted, and your continued use of the Service after that time shall constitute your acceptance of the amended Terms of Service.

Permitted Users

hapyn® is designed for use by adults in the United States. You must be thirteen years of age or older to use it. When you use the Service, you represent and warrant that you have the legal capacity to form a binding contract with us, and are doing so by your agreement to these terms.

Copyright and Content

When you post your content on Hapyn®, you are granting (1) us a license to use, modify, reproduce, distribute, perform, and display your content in connection with providing the Service, and (2) all users of Hapyn® a license pursuant to the terms of the Creative Commons Attribution/Share-Alike License. If you provide feedback about the Service to us, we may use and disclose such feedback for any purpose, provided we do not associate such feedback with your personally identifiable information.

Trademarks

Hapyn® is a trademark of hapyn®, LLC. Our trademarks may not be used in any way, including with any product or service, without our express written permission.

Notification of Copyright Infringement (DMCA)

We deal with copyright infringement in accordance with the Digital Millennium Copyright Act (DMCA). You may not post, upload, or otherwise place any content or information via the Service that belongs to a third party, unless you have the legal right to do so. If you believe that any such information or content has been posted via the Service, please send a notice of copyright infringement containing the following information to the designated agent at the address below:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
• Contact information for the notifying party, including name, address, telephone number, and email address;
• 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;
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Upon notification of claimed infringement, we will respond expeditiously to remove, or disable access to, the material that is claimed to be infringing or to be the subject of infringing activity. We will also notify the person who posted, uploaded, or otherwise placed the allegedly infringing material in the Service that we have removed or disabled access to such material.

If you believe that material has been removed improperly, you may send a written counter notification to the agent, and include:

• A physical or electronic signature;
• Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
• A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification;
• Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which we may be found, and that you will accept service of process from the person who provided the original notification or an agent of such person.
• Upon receipt of a counter notification complying with these requirements, we will promptly provide the original reporter with a copy of the counter notification, and inform that person that we may replace the removed material or cease disabling access to it if we do not receive notice within ten business days that the original reporter is seeking a court order to prevent further infringement of the material at issue.

Upon receipt of a counter notification complying with these requirements, we will promptly provide the original reporter with a copy of the counter notification, and inform that person that we may replace the removed material or cease disabling access to it if we do not receive notice within ten business days that the original reporter is seeking a court order to prevent further infringement of the material at issue.

Designated Agent:
hapyn®, LLC
333 Dellwood Ave
Boulder, CO 80304

Rules

We have some ground rules that you must adhere to when using the Service. You agree not to do any of the following:

• Threaten other users with violence.
• Use hateful, abusive, harassing, libelous, or obscene language towards other users.
• Post any material that infringes or violates any third party's copyright, trademark, trade secret, privacy, or other proprietary or property right.
• Post any material which promotes illegal activity, could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law or regulation.
• Use the Service to send spam, chain letters, junk mail, or any other type of unsolicited mass email.
• Use the Service to distribute viruses or other harmful, disruptive, or destructive files.
• Use or attempt to use another person's account.
• Disrupt or interfere with the security of, or otherwise abuse, the Service, or any servers or networks connected to the Service.
• Attempt to obtain unauthorized access to the Service.
• Impersonate another person.
• Share with any minor any content or materials inappropriate for children, or allow any minor access to such materials.
• Systematically harvest data from the Service, or programmatically register accounts on the Service.

You further agree that you are responsible for your actions in relation to the Service, and for any communications transmitted under your account; that you will comply with all laws relating to the transmission of technical data or software exported from the United States; and that you will comply with all applicable local, state, national, and international laws and regulations, including without limitation those related to privacy, collection, and email creation and delivery. If it appears you have violated any of these rules, we may, in our sole discretion, remove any offending material or immediately limit or terminate your account.

Canceling Your Account

You can cancel your account at any time by sending an email to support@hapyn.com.

Disclaimer of Warranties

We will strive to prevent interruptions to Hapyn® and to be good stewards of your content. However, the Service is provided on an "as is" and "as available" basis. To the fullest extent permissible under applicable law, we disclaim all warranties of any kind, whether express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose, or non-infringement. We do not make any warranty that the Service will meet your requirements, or that the Service will be uninterrupted, secure, or error-free, or that defects, if any, will be corrected; nor do we make any warranty as to the results that will be obtained from use of the Service. You understand that you download from or otherwise obtain content through the Service at your own discretion and risk. No advice or information, whether oral or written, obtained by you from us or through the Service shall create any warranty not expressly made herein.

Limitations of Liability

Under no circumstances – including, without limitation, negligence – shall we be liable for any indirect, incidental, special, or consequential damages, resulting from (1) the use or the inability to use the Service; (2) the cost of procurement of substitute goods and services; (3) unauthorized access to or alteration of your transmissions or data; (4) loss of profits, use, savings, data, or other intangibles, even if we have been advised of the possibility of such damages. You agree that we are not liable for any failure to deliver, hold or store data, information, materials or content transmitted through the Service. If you are dissatisfied with the Service, your sole remedy is to discontinue use of the Service. In no event will we be liable to you for more than the greater of (a) the actual dollar amount you have paid for your use of the Service in the twelve months preceding any claim and (b) $50. The foregoing shall not apply to the extent prohibited by applicable law.

Indemnification

You agree to indemnify, defend, and hold harmless us, our officers, directors, employees, members, partners, agents, and suppliers, and their respective affiliates, officers, directors, employees, members, shareholders, partners, and agents, from any and all claims and expenses, including attorneys' fees, arising out of your use of the Service, including but not limited to your violation of these terms. We may, at our sole discretion, assume the exclusive defense and control of any matter subject to indemnification by you. The assumption of such defense or control by us, however, shall not excuse any of your indemnity obligations.

Release

To the extent permitted under applicable laws, you hereby release us from any and all claims or liability related to any action or content provided by any third party in connection with or related to the Service.

In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

Linked Sites

Hapyn® may contain links to third-party websites. We do not control and are not responsible for the content or privacy policies of any linked site or of any link contained in a linked site. These links are provided to you only as a convenience, and the inclusion of any link does not imply endorsement by us of the site. Access to any linked site and participation in any activity or transaction on any linked site are at your own risk.

Right to Terminate

We may at any time decide to alter, amend, modify, or terminate the Service, any functionality or portion of it, all in our sole discretion, and you understand that there is no guarantee that the Service or any portion or functionality of it will continue to operate or be available for any particular period of time.

General

These terms shall be governed by and construed in accordance with the laws of the state of Colorado, without giving effect to its conflict of law provisions. You agree that you will bring any claim or cause of action arising out of your use of the Service in the courts located within Boulder County, Colorado, and you also agree to submit to the personal and exclusive jurisdiction of those courts. You agree that any claim or cause of action arising out of your use of the Service or these terms must be filed within one year after such claim or cause of action arose or it shall be forever barred, notwithstanding any statute of limitations or other law to the contrary. If any provision contained in these terms is determined unenforceable, then such provision will be severed and replaced with a new provision that most closely reflects the intent of the original provision, and the remaining provisions of these terms will remain in full force and effect. No waiver of any provision of these terms shall be effective except pursuant to a written instrument signed by us expressly waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these terms and/or your use of the Service. You may not assign any right, interest, or benefit provided under these terms or through the Service without our express prior written consent. These terms set forth the entire agreement between you and us, and supersede any and all prior communications, agreements and proposals, whether electronic, oral, or written, between you and us with respect to the Service. A printed version of these terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these terms and/or your use of the Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Credit

Portions of this document are borrowed – with permission – from Editorially under a Creative Commons Attribution-ShareAlike license.

Dispute Resolution: Arbitration, Class Action Waiver and Jurisdiction

Please read this Arbitration Agreement carefully. It is part of your contract with us and affects your rights. It contains procedures for mandatory binding arbitration and a class action waiver.

a. Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Agreement or the use of any product or service provided by us that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and us.

b. Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to us should be sent to our address in the terms. After the Notice is received, you and we may attempt to resolve the claim or dispute informally. If you and we do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

c. Arbitration Rules. Arbitration shall be initiated through JAMS, an established alternative dispute resolution provider that offers arbitration as set forth in this section, or if JAMS is not available to arbitrate, the parties shall agree to select an alternative provider (“ADR Provider”). This Agreement and the rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Agreement (“Arbitration Rules”). The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearing. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that we made to you prior to the initiation of arbitration, we will pay you the greater of the award or 130% of the settlement offer. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.

d. Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected pursuant to Section “(c)” above, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

e. Time Limits. If you or we pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the Arbitration Rules for the pertinent claim.

f. Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and us, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the ADR Provider’s rules, and the Agreement. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

g. Waiver of Jury Trial. The parties hereby waive their constitutional and statutory rights to go to court and have a trial in front of a judge or a jury, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and us in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, you and we waive all rights to a jury trial, instead electing that the dispute be resolved by a judge.

h. Waiver of Class or Consolidated Actions. All claims and disputes within the scope of this Arbitration Agreement must be arbitrated or litigated on an individual basis and not on a class basis, and claims of more than one User cannot be arbitrated or litigated jointly or consolidated with those of any other User.

i. Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

j. Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.

k. Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.

l. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with us.

m. Small Claims Court. Notwithstanding the foregoing, either you or we may bring an individual action in small claims court.

n. Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

o. Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.

p. Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Denver County, Colorado, for such purpose.

Company

The Service is provided by hapyn®, LLC - 333 Dellwood Ave Boulder CO 80304

This Terms of Service was last revised: October 25, 2017.