|USER SUBSCRIPTION AGREEMENT|
|By completing and submitting the Happometer.com Corporate Account registration form online, you (and the company you represent, if any) are entering into a legally binding agreement with Happometer.com and its parent company, Happometer Corporation. (collectively referred to as "Happometer.com"), based on the following terms.|
The mission of Happometer.com is to provide a user-friendly tool for managing team training, measuring team happiness, and assessing customer experiences and happiness.
By using and/or registering an account on Happometer.com ("Happometer.com" or the "Services"), whether or not you are using Happometer.com on an individual basis or on behalf of a company you represent, you are in essence subscribing to Happometer.com's Services ("Subscription"), and you (and the company you represent, if any) are bound by this Agreement, and you become an Happometer.com subscriber and an Happometer.com user ("User" or "Subscriber"), and you enter into a legally binding agreement with Happometer.com, based on the terms of this Happometer.com User Subscription Agreement (referred to as the "Agreement" or "Subscription Agreement").
Throughout this Agreement, the term "you" may interchangeably refer to you as an individual as well as the company that you represent, if any, vis-a-vis Happometer.com, in the context of this Agreement.
You may not register or access the Services if you are a direct competitor of Happometer.com.The terms of this Agreement may be amended from time to time with or without advance notice. This Agreement is effective between you and Happometer.com as of the date of you accepting this Agreement. If you do not agree with the terms of this Agreement, do not become an Happometer.com User and do not click the "Register" button on the registration webpage. By clicking the "Register" button, you acknowledge that you have read, understood, and agree with the terms and conditions of this Agreement. By clicking the "Register" button, you acknowledge your click as an electronic signature of this Agreement.
Information or content you submit to Happometer.com Services and store in Happometer.com databases under this Agreement is considered your data ("Data"), unless you have shared any part of that information or content with others and they have copied or stored it outside your account, or unless you have shared any part of your content with the public through Happometer.com's public pages.
All content and User content stored by you on Happometer.com shall remain your property for as long as it is not permanently deleted from Happometer.com databases for any reason. You grant to Happometer.com a non-exclusive, worldwide, irrevocable, perpetual, unlimited, assignable, sub-licensable, royalty-free right to your content only to the extent necessary for Happometer.com to provide its Services and to store the content in Happometer.com databases.
Happometer.com (i) shall not modify your Data, (ii) shall not disclose your data (unless you designate such Data as public) except as compelled by a court of law or as expressly permitted in writing by you, and (ii) shall not access your Data except to provide the Services and to prevent or address service or technical problems, or at your request in connection with customer support matters.
Any information you submit to Happometer.com is at your own risk of loss. It is your responsibility to keep your Happometer.com profile information accurate and updated.
If you do not renew your Subscription to the Services at the end of your paid-subscription period, your account will be disabled and your Data and content will remain on Happometer.com for only one additional month as a grace period, without you being able to access your Data during the grace period. If you do not renew your subscription by the end of the grace period, your Data may be permanently deleted from Happometer.com.You shall be responsible for the accuracy, quality and legality of your Data and of the means by which you acquired your Data.
|USE OF HAPPOMETER.COM SERVICES|
Services are purchased as User subscriptions and may be accessed by no more than the specified number of users. Additional User subscriptions may be added during the applicable subscription term at the (non-prorated) pricing effective at the time of the new purchase, and the added User subscriptions shall terminate on the same date as the pre-existing subscriptions. Each User subscription is for the designated User only and cannot be shared or used by more than one User, but may be reassigned to a new User replacing the former User who no longer require ongoing use of the Services.
Happometer.com is responsible for making commercially reasonable efforts to avail the Services 24 hours a day, 7 days a week, except for: (i) scheduled or non-scheduled downtime due to hardware or software maintenance or upgrades, (ii) any unavailability caused by circumstances beyond Happometer.com's reasonable control, including without limitation, acts of Nature, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes, or labor problems, Internet service provider failures or delays, or denial-of-service attacks, and (iii) provide the Services only in accordance with applicable laws and government regulations.
Happometer.com Services may contain features designed to interoperate with non-Happometer.com applications (for example, Facebook, Google, Twitter, TripAdvisor, etc.). To use such features, you may be required to obtain access to such non-Happometer.com applications from their respective providers. If the provider of any such non-Happometer.com application ceases to make the non-Happometer.com application available for interoperation with the corresponding Happometer.com Services on reasonable terms, Happometer.com may cease providing such Services without entitling you to any refund, credit, or other compensation.
Happometer.com provides no equipment, software, or communication connections to you. Happometer.com makes no representations, warranties or assurances that the your own equipment, software, web browsers, and communication connections will be compatible with Happometer.com Services.
Happometer.com cannot guarantee continuous service, service at any particular time, integrity of data, information or content stored or transmitted via the Internet. Happometer.com will not be liable for any unauthorized access to, or any corruption, erasure, theft, destruction, alteration or inadvertent disclosure of, data, information or content transmitted, received or stored on its system.
Except as expressly provided in this Agreement, neither you nor Happometer.com shall be liable in any way to the other party or any other person or entity for any lost profits or revenues, loss of use, loss of data or costs of procurement of substitute goods, licenses or services or similar economic loss, or for any punitive, indirect, special, incidental, consequential or similar damages of any nature, whether foreseeable or not, under any warranty or other right hereunder, arising out of or in connection with the performance or non-performance of any order, or for any claim against the other party by a third party, regardless of whether it has been advised of the possibility of such claim or damages.
You shall (i) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and (ii) use the Services only in accordance with Happometer.com guidelines and applicable laws and government regulations.You shall not (i) make the Services available to anyone other than actual users of Happometer.com, (ii) sell, rent, or lease the Services, (iii) use the Services to store or transmit infringing, libelous, or otherwise unlawful material, or to store or transmit material in violation of third-party privacy rights, (iv) use the Services to store or transmit malicious code (such as viruses, worms, time bombs, Trojan horses or other harmful agents), (v) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (vi) attempt to gain unauthorized access to the Services or their related systems or networks.
|FEES, PAYMENTS, & DURATION|
You shall pay all your subscription fees, which are based on services purchased rather than actual usage. Your payment obligations are non-cancelable and fees paid are non-refundable. The number of User subscriptions purchased per organization account cannot be decreased during the relevant subscription. User subscription fees are based on equal periods that begin on the subscription start date and each period anniversary thereof; therefore, fees for User subscriptions added in the middle of a period will be charged for the remaining part of the existing period in the subscription term.
If any amount that you owe Happometer.com under this Agreement for Happometer.com Services is 10 (ten) or more days overdue, Happometer.com may, without limiting Happometer.com's other rights and remedies, suspend the Services to you until such amounts are paid in full.
Unless otherwise stated, Happometer.com fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). Happometer.com is solely responsible for taxes assessable against Happometer.com based on Happometer.com income, property, and teammates. You are responsible for paying all Taxes associated with your purchases hereunder. If Happometer.com has the legal obligation to pay or collect Taxes for which you are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by you.
User subscriptions purchased by you shall commence on the start date specified in the applicable order form and continue for the subscription term specified therein. Except as otherwise specified in the applicable order form, all User subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be based on the effective pricing at the time of the renewal date and thereafter.
TERMINATION FOR CAUSE
Upon any termination for cause by you, Happometer.com shall refund you any prepaid fees covering any unused months (not days) remaining in the term of all subscriptions after the effective date of termination.
Upon any termination for cause by Happometer.com, you shall pay any unpaid fees covering the remainder of the term of all order forms after the effective date of termination. In no event shall any termination relieve you of the obligation to pay any fees payable to Happometer.com for the period prior to the effective date of termination.Upon request by you, if such a request is made within 30 days after the effective date of termination of a purchased Services subscription, Happometer.com will make available to you for download one or more files of your Data in comma separated value (.csv) format along with attachments in their native format. After such 30-day period, Happometer.com shall have no obligation to maintain or provide any of your Data and shall thereafter, unless legally prohibited, delete all of your Data in Happometer.com systems or otherwise in Happometer.com possession or under Happometer.com control.
Happometer.com reserves all rights, title, and interest in and to the Services, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.
You shall not (i) permit any third party to access the Services except as permitted herein, (ii) copy, frame, or mirror any part of the Services features, (iii) reverse engineer the Services, or (iv) access the Services in order to build a competitive product or service, or copy any features, functions or graphics of the Services.
Happometer.com shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations, or other feedback provided by you relating to the operation of the Services.
This Agreement, including any order forms and subscription forms, constitutes the entire agreement between you and Happometer.com and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any order form or any subscription form, the terms of such exhibit, addendum or order form or subscription form shall prevail.This Agreement shall be governed by the laws of the state of Massachusetts in the United States.