Terms of Service
Last Updated: March 22, 2021
1. WELCOME TO HAPPOW!
1.1 Introduction: Happow Pty Ltd ACN 623 887 534 (“Happow,” “we,” “us,” “our”) provides its services (described below) to you through its website located at happow.com (the “Website”) and through its mobile applications and related services (collectively, the “Service(s)”), subject to the following Terms of Service (the “Terms of Service”).
PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY GOVERN YOUR USE OF THE SITE AND SERVICES.
1.2 Modifications to Terms of Service: We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, depending on the nature of the change, we will post the changes on this page and indicate at the top of this page the date these terms were last revised and/or notify you, either through the Services’ user interface, in an email notification or through other reasonable means and as required by applicable law. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. In addition, when using certain Services, you will be subject to any additional terms applicable to such Services that may be published on the Service from time to time.
2. ACCESS AND USE OF THE SERVICE
2.1 Use Description: The Happow Service, and any content viewed through our Service, is solely for your personal and non-commercial use. With your Happow membership, we grant you a limited, non-exclusive, non-transferable license to access the Happow content and view your masterclasses and webinars through the Service on a streaming-only basis for that purpose. Except for the foregoing limited license, no right, title or interest shall be transferred to you. You agree not to use the Service for public performances. Happow may revoke your license at any time in its sole discretion. Upon such revocation, you must promptly destroy all content downloaded or otherwise obtained through the Service, as well as copies of such materials, whether made in accordance with these Terms of Service or otherwise.
2.3 Member Account, Password and Security: You may never use another’s account, and you may not provide another person with the username and password to access your account. You are fully responsible for any and all activities that occur under your password or account, and it is your responsibility to ensure that your password remains confidential and secure. You agree to:
(a) immediately notify Happow of any unauthorised use of your password or account or any other breach of security, and;
(b) ensure that you exit from your account at the end of each session when accessing the Service. Happow will not be liable for any loss or damage arising from your failure to comply with this section.
2.4 Modifications to Service: Happow reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Happow will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. We have no obligation to retain any of your account or submitted content for any period of time beyond what may be required by applicable law.
2.5 General Practices Regarding Use and Storage: You acknowledge that Happow may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be available on Happow servers on your behalf. You agree that Happow has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Happow reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Happow reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
2.6 Mobile Services: The Service may include certain services that are available via a mobile device, including:
(i) the ability to upload content to the Service via a mobile device;
(ii) the ability to browse the Service and the Site from a mobile device and;
(iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”).
To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.
3. CONDITIONS OF USE
3.1 User Conduct: You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials (“content”) that you upload, post, publish or display (hereinafter, “upload”) or email or otherwise use via the Service. Happow reserves the right to investigate and take appropriate legal action against anyone who, in Happow‘s sole discretion, violates this provision, including without limitation, removing the offending content from the Service, suspending or terminating the account of such violators and reporting you to law enforcement authorities. You agree that you will not use the Service to:
(i) infringe any intellectual property or other proprietary rights of any party;
(ii) upload anything or transmit via email under any law or under contractual or fiduciary relationships;
(iii) upload software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(iv) pose or create a privacy or security risk to any person;
(v) create unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation;
(vi) be unlawful, harmful, threatening, abusive, harassing, bullying, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another user’s privacy, hateful racially, ethnically or otherwise objectionable; or;
(vii) in the sole judgment of Happow, be objectionable or restrict or inhibit any other person from using or enjoying the Service, or which may expose Happow or its users to any harm or liability of any type;
(viii) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
(ix) violate any applicable local, state, national or international law, or any regulations having the force of law;
(x) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; solicit personal information from anyone under the age of 18;
(xi) harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
(xii) advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorised;
(xiii) further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
(xiv) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided through the Service
3.2 Subscription to use the Services: To access the Service, you must first purchase a subscription through the Website (“Subscription”) and pay the applicable fee for the selected Subscription (“Subscription Fee”). In purchasing the Subscription, you acknowledge and agree that it is your responsibility to ensure that the Subscription you elect to purchase is suitable to your use. Once you have purchased the Subscription, you will have an account through the Website that will enable you to access the Services and start a 14-day free trial (unless otherwise specified to you at Happow’s sole discretion). You warrant that any information you give to Happow in the course of completing the registration process will always be accurate, correct and up to date. Once you have completed the registration process, you will be a registered member of the Website (“Member”) and agree to be bound by the Terms of Service. As a Member you will be granted immediate access to the Services from the time you have completed the registration process until the subscription period expires (“Subscription Period”).
3.3 Payment: Where the option is given to you, you may make payment of the Subscription by way of:
- Electronic funds transfer (“EFT”) into our nominated bank account; and
- Credit Card Payment (“Credit Card”).
You represent and warrant that any payment information you provide to Happow is true and that you are authorised to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Happow the amount that is specified on the Website in accordance with this Terms of Service. You hereby authorise Happow to bill your payment instrument in accordance with the terms of the applicable payment plan after your 14-day free trial (unless otherwise specified to you at Happow’s sole discretion) until you terminate your account. You acknowledge and agree that where a request for the payment of the Subscription Fee is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with the Subscription Fee.
3.4 Recurring Subscriptions: If you select one of our Services, it will always have an auto-renewal feature (“Recurring Subscription”) attached. You authorise Happow to maintain your account information and charge that account automatically upon the renewal of the Service you choose with no further action required by you. In the event that Happow is unable to charge your account as authorised by you when you enrolled in a Recurring Subscription, we may, in our sole discretion:
- bill you for your Service and suspend your access to the Service until payment is received, and/or;
- seek to update your account information through third party sources (i.e. your bank or a payment processor) to continue charging your account as authorised by you.
Happow may change the price for Recurring Subscriptions from time to time and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes for Recurring Subscriptions will take effect at the start of the next Subscription Period following the date of the price change. As permitted by local law, you accept the new price by continuing to use your Recurring Subscription after the price change takes effect. If you do not agree with the price changes, you have the right to reject the change by cancelling your Recurring Subscription before the price change goes into effect. Please therefore make sure you read any such notification of price changes carefully.
3.5 Refund policy: Payments are refundable up to 30 days (not including the free trial) if you can demonstrate to Happow you have spent time using the platform and are are still not satisfied. But there are no refunds or credits for partially used periods. Otherwise, you may cancel a Recurring Subscription at any time and it is your responsibility to do so to avoid a Recurring Subscription continuing. But if you cancel your Subscription before the end of the current Subscription Period, we will not refund any Subscription Fees already paid to us. Following any cancellation, however, you will continue to have access to the Service through the end of your current Subscription Period. In exceptional circumstances, we may provide a refund, discount, or other consideration to some or all of our users (“Credits“). The amount and form of such Credits, and the decision to provide them, are at our sole and absolute discretion. The provision of Credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide Credits in the future, under any circumstance.
3.6 Commercial Use: Unless otherwise expressly authorised in these Terms of Service or by Happow in writing, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 Service Content, Software and Trademarks: You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorised by Happow, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Service. In connection with your use of the Service, you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Happow from accessing the Service (including blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g. by masking your IP address or using a proxy IP address). Any use of the Service or the Service Content other than as specifically authorised herein is strictly prohibited.
The technology and software underlying the Service or distributed in connection therewith are the property of Happow, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Happow.
The Happow name and logos are trademarks and service marks of Happow (collectively the “Happow Trademarks”). Other Happow, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Happow. Nothing in this Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Happow’s Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Happow’s Trademarks will inure to our exclusive benefit.
4.2 Third Party Material: Under no circumstances will Happow be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Happow does not pre-screen content, but that Happow and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Happow and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Happow, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
4.3 User Content Transmitted Through the Service: With respect to the content or other materials you upload through the Service or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein, and that you have all required rights to post or transmit such content or other materials without violation of any third-party rights.
By uploading any User Content, you hereby grant and will grant Happow, its affiliated companies and partners (including but not limited to Happow instructors, practitioners and other third parties providing instructional information through the Services, collectively “partners”) a non-exclusive, worldwide, royalty free, fully paid-up, transferable, sub-licensable, perpetual, irrevocable license to copy, display, upload, adapt, perform, publish, distribute (through multiple tiers of distribution and partnerships), store, modify and otherwise use and fully exploit your User Content in any and all media, form, medium, technology or distribution methods now known or later developed and for any and all purposes (commercial or otherwise).
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information relevant to the Service (“Submissions”), provided by you to Happow, its affiliated companies or partners are non-confidential and Happow, its affiliated companies and partners will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You acknowledge and agree that Happow may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:
(a) comply with legal process, applicable laws or government requests;
(b) enforce these Terms of Service;
(c) respond to claims that any content violates the rights of third parties; or
(d) protect the rights, property, or personal safety of Happow, its users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve transmissions over various networks; and changes to conform and adapt to technical requirements of connecting networks or devices
4.4 Copyright Complaints: Happow respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Happow of your infringement claim in accordance with the procedure set forth below.
PO Box 25 Abbotsford, VIC, AU 3067 [email protected]
To be effective, the notification must be in writing and contain the following information:
a) an electronic or physical signature of the person authorised to act on behalf of the owner of the copyright or other intellectual property interest;
b) a description of the copyrighted work or other intellectual property that you claim has been infringed;
c) a description of where the material that you claim is infringing is located on the Service, with enough detail that we may find it on the Service;
d) your address, telephone number, and email address;
e) a statement by you that you have a good faith belief that the disputed use is not authorised by the copyright or intellectual property owner, its agent, or the law;
f) a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorised to act on the copyright or intellectual property owner’s behalf.
4.5 Counter-Notice: If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorisation from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to [email protected]. It should include your physical or electronic signature; identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and your name, address, telephone number, and email address, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
Upon receipt of the counter-notice, Happow will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
4.6 Repeat Infringer Policy: In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, Happow has adopted a policy of terminating, in appropriate circumstances and at Happow’s sole discretion, users who are deemed to be repeat infringers. Happow may also at its sole discretion, limit access to the Service and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
5. THIRD PARTY WEBSITES
The Service may provide, or third parties may provide, links or other access to other sites and resources on the internet. Happow has no control over such sites and resources and Happow is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that Happow will 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 content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Service are between you and the third party, and you agree that Happow is not liable for any loss or claim that you may have against any such third party.
6. INDEMNITY AND RELEASE
To the fullest extent permitted by law, you agree to release, indemnify and hold Happow and its affiliates and their officers, employees, directors and agent harmless from any from any and all losses, damages, expenses, including reasonable legal fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service or your violation of any rights of another.
7. DISCLAIMER OF WARRANTIES
Your use of the Service is at your sole risk. The information contained on this website and related Happow mobile applications and relevant communications, including any guidance, is general in nature and does not take into account your personal situation. You should consider whether the information is appropriate to your needs, and where appropriate, seek professional advice from a relevant adviser suitable to your life circumstances. The Service is provided on an “as is” and “as available” basis. Except as otherwise expressly provided herein, Happow expressly disclaims all warranties of any kind, whether express, implied or statutory, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.
Happow makes no warranty that:
(i) the Service will meet your requirements;
(ii) the Service will be uninterrupted, timely, secure or error-free;
(iii) the results that may be obtained from the use of the Service will be accurate or reliable, or;
(iv) the quality of any products, services or information obtained by you through the Service will meet your expectations
8. LIMITATION OF LIABILITY
You expressly understand and agree that Happow will not be liable for any indirect, incidental, special, consequential, exemplary damages, physical harm or trauma or damages for loss of profits including but not limited to, damages for loss of goodwill, use, data or other intangible losses (even if Happow has been advised of the possibility of such damages), whether based on contract, tort, negligence, strict liability or otherwise, resulting from:
(i) the use or the inability to use the Service;
(ii) unauthorised access to alteration of your transmissions or data;
(iii) statements or conduct of any third party on the Service; or
(iv) any other matter relating to the service
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 limitations set forth above may not apply to you. If you are dissatisfied with any portion of the Service or with these Terms of Service, your sole and exclusive remedy is to discontinue use of the Service.
9. DISPUTE RESOLUTION
9.1 Compulsory: If a dispute arises out of or relates to the Terms of Service, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).
9.2 Notice: A party to the Terms of Service claiming a dispute (“Dispute”) has arisen under the Terms of Service, must give written notice (“Notice”) to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.
If you have any Dispute with us, you agree that before taking any formal action, you will contact us:
PO Box 25 Abbotsford, VIC, AU 3067 [email protected]
9.3 Resolution: On receipt of that Notice by that other party, the parties to the Terms of Service must within 14 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree. If for any reason whatsoever,14 days after the date of the Notice, the Dispute has not been resolved, the parties must either agree upon selection of a meditator or request that an appropriate mediator be appointed by the relevant authority. The parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the meditation commencing. The parties must each pay their own costs associated with the mediation. The mediation will be held in Melbourne, Victoria, Australia.
9.4 Confidential: All communications concerning negotiations made by the parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as “without prejudice” negotiations for the purpose of applicable laws of evidence.
9.5 Termination of mediation: If 30 days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either party may ask the mediator to terminate the mediation and the meditator must do so.
9.6 Venue and Jurisdiction: The Services offered by Happow is intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to the Website or Terms of Service, you agree that the exclusive venue for resolving any dispute shall be in the courts of Melbourne, Victoria, Australia.
The terms will continue to apply until terminated by either you or by Happow as set out below.
10.1 Termination by you: If you want to terminate your Subscription, you may do so by:
- cancelling your subscription before your 14-day trial has ended via the Website;
- not renewing the Subscription prior to the end of the Subscription Period once billing commences via the Website;
- providing Happow with 14 days’ written notice of your intention to terminate; and
- closing your accounts for all the Services which you use, where Happow has made this option available to you.
10.2 Termination by Happow: Happow may at any time terminate the Subscription if:
- you do not renew the Subscription at the end of the Subscription Period;
- your account has been inactive for an extended period of time as deemed by Happow;
- you have breached any provision of the Terms of Service or intend to breach any provision;
- Happow is required to do so by law; and
- the provision of the Services to you by Happow is, in the opinion of Happow no longer commercially viable.
Subject to local applicable laws, Happow reserves the right to discontinue or cancel your Membership at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website or the Services without notice if you breach any provision of the Terms of Service or any applicable law or if your conduct impacts Happow’s name or reputation or violates the rights of those or another party.
11. DISPUTES BETWEEN USERS
You agree that you are solely responsible for your interactions with any other user in connection with the Service and Happow will have no liability or responsibility with respect thereto. Happow reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.
12.1 Entire agreement: These Terms of Service constitute the entire agreement between you and Happow and govern your use of the Service, superseding any prior agreements between you and Happow with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use affiliate or third-party services, third-party content, or third-party software. These Terms of Service will be governed by the laws of the State of Victoria without regard to its conflict of law provisions.
12.2 Governing law: The Terms of Service are governed by the laws of Victoria, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms of Service and the rights created hereby shall be governed, interpreted, and construed by, under and pursuant to the laws of Victoria, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms of Service shall be binding to the benefit of the parties hereto and their successors and assigns.
12.3 Severance: If any part of these Terms of Service is found to be void or unenforceable by a court of competent jurisdiction, that part shall be severed and the rest of the Terms of Service shall remain in force.
12.4 Assignment: You may not assign this Terms of Service without the prior written consent of Happow, but Happow may assign or transfer this Terms of Service, in whole or in part, without restriction.
13. HAVE ANY QUESTIONS?
Please contact us at PO Box 25 Abbotsford, VIC, AU 3067 or [email protected] to report any violations of these Terms of Service or to pose any questions regarding this Terms of Service or the Service in general.