Dear HAPPYDOER Customer:

The following Terms of Service (“TOS”) are a legal agreement between you or the employer or other entity on whose behalf you are entering into this agreement (“you” or “Customer”) and HAPPYDOER (as defined in Part V Section 24 below) that governs your rights and obligations with regard to any Content licensed by you.

Please review this TOS whenever you purchase any Content licenses. HAPPYDOER retains the right to change the TOS at any time and at its sole discretion. Before any changes take effect, HAPPYDOER will make reasonable steps to advise you of such changes. Such notice may be sent via email to the email address associated with your HAPPYDOER account, an announcement on this page, your login page, or other means. Modifications to this TOS will solely affect future purchases (including automated renewals). By licensing Content after any such modifications, you agree to be bound by the TOS as updated. This is a single-seat license that allows one natural person to license, download, and use the content. Unless you upgrade to a “Team”

IF YOU PURCHASE A “TEAM SUBSCRIPTION”, YOUR RIGHT TO LICENSE, DOWNLOAD, AND USE CONTENT IS LIMITED TO THE NUMBER OF USERS ALLOWED BY THAT TEAM SUBSCRIPTION. HAPPYDOER’S “PREMIER PLATFORM” PROVIDES UNLIMITED USERS WITH ACCESS AND USAGE RIGHTS, AMONG OTHER RIGHTS.

IF YOU PURCHASE A SUBSCRIPTION TO A HAPPYDOER SERVICE, THIS SERVICE IS SUBJECT TO THE SOFTWARE-AS-A-SERVICE TERMS. If a user is functioning in an employment role, the employer is considered the licensee for the purposes of this license.

• “Content” refers to all content available for licensing through the HAPPYDOER website, including images, video, editorial, and music (as defined herein).
• “Video” refers to any moving images, animations, films, videos, or other audio/visual representations, video elements, visual effects elements, templates, graphics packs, and motion design projects, excluding still images, captured in any format (also known as “Footage” in previous editions of the TOS).
• “Image(s)” refers to still pictures, vectors, drawings, graphics, and the like.
• “Music” refers to any musical compositions, master recordings, and other recordings including sounds or a sequence of sounds in any format now known or to be developed in the future.
• “Editorial” refers to still pictures and videos that appear under the Editorial tab/section.
• “Visual Content” includes Editorial, Images, and Video.

PART I – VISUAL CONTENT LICENSES

1. HAPPYDOER therefore offers you a non-exclusive, non-transferable right to use, modify (unless as expressly prohibited below), and reproduce Visual Content worldwide, in perpetuity, in accordance with the applicable license and subject to the limits set forth herein:
   1. IMAGE LICENSES
      1. A STANDARD IMAGE LICENSE grants you the right to use Images:
         1. As a digital reproduction, including on websites, in online advertising, social media, mobile advertising, mobile “apps”, software, e-cards, e-publications (e-books, e-magazines, blogs, etc.), email marketing, and online media (including on video-sharing services such as YouTube, Dailymotion, Vimeo, etc., subject to the budget limitations set forth in sub-section I.a.i.4 below).
         2. Printed in physical form as part of product packaging and labeling, letterhead and business cards, point-of-sale advertising, CD and DVD cover art, or advertising and copy of tangible media, such as magazines, newspapers, and books, as long as no image is reproduced more than 500,000 times in total.
         3. As part of a “Out-of-Home” advertising campaign, which includes billboards, street furniture, and so on, as long as the intended audience is less than 500,000 gross impressions.
         4. Incorporated into film, video, television series, advertisements, or other audio-visual products for distribution in any medium now known or subsequently conceived, regardless of audience size, as long as the production budget does not exceed USD $10,000.
         5. Personal, non-commercial use only. No resale, download, distribution, or commercial usage permitted.
      2. AN&nbsp.ENHANCED IMAGE LICENSE&nbsp.grants you the right to use Images (which rights are in addition to 1-5 above and exclusive to Enhanced Image Licenses):
         1. The Standard Image License allows for unlimited copies, impressions, and budgets.
         2. Incorporated into merchandise intended for sale or promotional distribution (collectively “Merchandise”), including, but not limited to, textiles, artwork, magnets, wall-art, calendars, toys, stationery, greeting cards, and any other physical reproduction for resale or distribution, provided that such Merchandise contains material creative or functional elements other than the Image(s).
         3. In wall art (without additional creative or useful aspects) for ornamental purposes in a commercial place controlled by you or your customer, but not for sale.
         4. Incorporated as components of digital templates for sale or distribution.
      3. VIDEO LICENSES
         1. A standard video use license allows you to use video:
            1. in a multi-media production displayed or distributed via the web, on social media, using so-called “Apps”, or as otherwise disseminated in accordance herewith (see restrictions for distribution limitations), provided the audience for such production does not exceed 500,000, it being understood that the use of Video in a multi-media production distributed via broadcast, cable network, OTT video service, or in theaters is expressly prohibited under this license, regardless
            2. For live performances with an audience of little more than 500,000 people.
            3. On websites.
         2. AN ENHANCED VIDEO USE LICENSE&nbsp.grants you the right to use Video:
            1. in a multi-media production displayed or distributed via the web, on social media, using so-called “Apps”, and expressly including the right to distribute via broadcast, cable network, OTT video service, or in theaters, with no limitation on audience size.
            2. in connection with a live performance, with no limitation on audience size.
            3. In Digital Templates for resale, for up to (but not exceeding) 1,000 licenses to such digital templates.
            4. on websites.
         3. A VIDEO COMP LICENSE gives you the right to use watermarked, low resolution video as a comp (the “Comp Video”) exclusively in test, sample, comp, or rough cut evaluation materials. Video Comp Licenses prohibit you from displaying or distributing such Video to the public, or incorporating it into any finished materials. You can edit the Comp Video, but you cannot delete or change the HAPPYDOER watermark. Comp Video is licensed under the Video Use License at the time of download, but HAPPYDOER makes no promises and is under no responsibility to ensure that Comp Video will be accessible for license at any time thereafter.
      4. EDITORIAL LICENSE
         1. AN EDITORIAL LICENSE allows you the right to make a single, editorial use of an item of Editorial content, which can be distributed globally in perpetuity.
         2. A “single use” for the purposes of this license allows you to use Editorial content once in a single context (e.g., a news story, blog post, or page of a newspaper), as long as you have the right to distribute that usage in-context across an unlimited number of mediums and channels. For example, editorial content can be used to illustrate a printed story and then reused on a blog, social media, and so on, as long as it is contextually relevant to the original printed item. Any usage that is not in context with the original printed content requires an extra license.
         3. For the purposes of this license, a “editorial use” is defined as a descriptive usage in a setting that is newsworthy or of human interest, while commercial uses such as advertising or merchandising are specifically excluded.
         4. Any use of Editorial Content licensed hereunder is further subject to those express restrictions set forth in Part I, Section 4 (prohibiting any use distributed via broadcast/cable/OTT, on publication covers, and in print runs in excess of 500,000), as well as any “special restrictions” (e.g., geographical or industry-specific usage restrictions) indicated on the image detail page and/or in the metadata attached to an item of Editorial Content.
         5. All Editorial content shall be deemed “Editorial Use Only” for the purposes of this TOS.
         6. Not all Editorial content is accessible for licensing on the HAPPYDOER website, nor may it be available through all subscriptions. You accept that the Editorial content available for license may change at any time, and you have no right to demand the licensing of any specific item of Editorial content.
      5. RESTRICTIONS ON THE USE OF VISUAL CONTENT

YOU MAY NOT:

1. 1. 1. Use Visual Content unless as expressly permitted under the license you acquired for such Visual Content.
      2. Portray any person represented in Visual Content (a “Model”) in a way that a reasonable person would find offensive, including, but not limited to, depicting a Model in connection with pornography, “adult videos,” adult entertainment venues, escort services, dating services, or the like. b) in connection with tobacco product advertisements or promotions. c) in a political context, such as promoting, advertising, or endorsing any party, candidate, or elected official, or in relation to any political program or opinion. d) as suffering from or taking medication for a medical or mental illness. or e) engaged in immoral or criminal activity.

   Use Visual Content in a pornographic, defamatory, or deceptive context, or in a way that could be considered libelous, obscene, or criminal.

2. Modify Visual Content labeled “Editorial Use Only” in a way that alters the context of what is seen.
3. Use Visual Content labeled “Editorial Use Only” (including but not limited to Editorial content) for commercial reasons, including reference, in any advertising, commerce, or other non-editorial settings.
4. Except as expressly stated below, no Visual Content may be resold, redistributed, made available for access, shared, or transferred. For example, and without limitation, the preceding forbids the posting of Content as part of a “gallery” of content from which third parties can browse and select.
5. Use Visual Content in a way that violates third-party trademarks or intellectual property, or could lead to deceptive advertising or unfair competition claims.
6. Use any Visual Content (in whole or in part) as a trademark, service mark, logo, or other source of identification, or as a component thereof.
7. Falsely state, expressly or by reasonable implication, that any Visual Content was created by you or someone other than the copyright holder(s) of that Visual Content.

• RESTRICTIONS SPECIFIC TO VIDEO
  1. Use “stills” obtained from video except for in-context marketing, promotion, and advertising of your derivative works that use video.
• RESTRICTIONS SPECIFIC TO EDITORIAL
  Use any Editorial content in a multi-media production distributed via broadcast, cable network, OTT video service (e.g. Netflix, Hulu, Amazon), or in cinemas, as well as related promotional materials.
• usage any Editorial content on a publication cover, jacket, or other packaging that is relevant to the intended usage.
• Use any editorial content in a publication with a print run greater than 500,000 copies.
• CREDIT AND COPYRIGHT NOTICES
  1. The usage of images and video in connection with news reporting, commentary, publishing, or any other “editorial” context must be accompanied by an adjacent attribution to the HAPPYDOER contributor and to HAPPYDOER in substantially the following form:

“Name of Artist/HAPPYDOER.com”

1. 1. Editorial credits shall take the following form:

“Name of Artist / Agency / HAPPYDOER”

1. 1. If and when commercially justifiable, the use of images or video in merchandise or audio-visual productions must be accompanied by a credit to HAPPYDOER in basically the following form:

“Image(s) or Video (as applicable), used under license from HAPPYDOER.com”

1. 1. Credit attributions are not required for any other usage of Video or Images unless another stock material provider receives credit for the same use. To ensure clarity, attribution is always required for editorial content.
   2. In all situations, the credit and attribution must be of sufficient size, color, and prominence to be plainly and easily accessible by the naked eye.

PART II – MUSIC LICENSES

1. For the purposes of Part II of this TOS, the terms below shall have the following meanings:
   1. “Advertising” refers to a production of no more than three minutes in duration that transmits an overtly sponsored, non-personal message to promote or sell a product or service.
   2. “Entertainment Production” refers to a production that is not advertising and is meant for entertainment purposes.
   3. &ldquo.DVD&rdquo. means any tangible medium now or hereafter conceived, including but not limited to DVDs and Blu-ray discs, on which the Production is recorded and which can be accessed by a DVD or Blu-ray player or other hardware capable of playing such tangible device.
   4. “Production” refers to: (i) one (1) audio-visual endeavor in which licensed music is synchronized in time with moving or still visuals. or (ii) one (1) audio-only project in which Licensed Music is synchronized to narration in the context of a podcast episode, radio documentary, or radio advertisement (any such permissible usage including so-called “cut down” versions).
   5. “Personal Use” refers to a Production distributed via a Video Sharing Platform for which no more than USD$4,999 has been spent (in aggregate) promoting, advertising, and/or marketing such Production.
   6. “.PRO-free Music” refers to Licensed Music that is marked as “.PRO-free.”
   7. “Websites” refers to all online use (accessed through a web-browser, not an application), excluding Social Media Platforms (and similar or analogous platforms not expressly mentioned herein) and Video Sharing Platforms.
   8. “Social Media Platforms” refers to Instagram, Facebook, Twitter, Twitch, TikTok, and any other platforms that HAPPYDOER determines in its sole and absolute discretion.
   9. &ldquo.Television&rdquo. means linear television programming distributed via broadcast, satellite, so-called &lsquo.IPTV&rsquo., and/or cable television, but specifically excludes OTT video services (e.g. Netflix, Hulu, Amazon, Disney+, Apple+, and similar or analogous services).
   10. &ldquo.Video Sharing Platform&rdquo. means YouTube (youtube.com), Vimeo (www.vimeo.com), and such additional web-based video-sharing platforms as HAPPYDOER shall determine in its sole and absolute discretion.
   11. The term “Pilot” refers to a Production that is no more than 44 minutes long and serves as the first episode of a possible series.
   12. “Public Broadcaster” refers to a broadcast television effort sponsored primarily by government and/or viewer support, on a not-for-profit basis, including, but not limited to, PBS in the United States.
   13. “Podcast Distribution Platform” refers to any web platform via which podcasts can be accessed, streamed, and/or downloaded.
   14. “Student Project” refers to any production or other permissible use herein (other than advertising) that is non-commercial and undertaken by a student as part of a course of study with an accredited educational institution.
   15. “Theatrical Use” refers to exhibition in commercial cinemas.
2. MUSIC LICENSES

HAPPYDOER grants you a non-exclusive, non-transferable right to synchronize Licensed Music in a Production, which Production may be distributed worldwide in perpetuity, in accordance with the license you purchase (from one of the two license types listed below), and subject to the restrictions set forth in Part II Section 3 hereof:

1. 1. STANDARD MUSIC LICENSE: A “Standard Music License” offers you the following rights and entitlements (all rights and entitlements specified in the Enhanced License are specifically excluded from the Standard Music License):
      1. the non-exclusive right to synchronize Licensed Music in temporal relation with a Production distributed, made available, or hosted via:
         1. Websites.
         2. Social Media Platforms.
         3. Video sharing platforms allow for personal use only.
         4. Podcast Distribution Platforms are exclusively applicable to audio-only podcasts.
         5. Theatrical use is limited to student projects.
      2. the non-exclusive right to reproduce and perform Licensed Music in and in connection with plays and other live performances, but only to the extent that they are Student Projects.
   2. ENHANCED MUSIC LICENSE: An “Enhanced Music License” gives you the same rights as a Standard Music License, plus the non-exclusive right to synchronize Licensed Music in temporal relation with a Production, including all forms of advertising, disseminated via:
      1. Television in a single country, provided that any distribution of an entertainment production via television is limited to a pilot alone. or that which is commissioned by and only available through a public broadcaster.
      2. Radio in a specific country.
      3. Permitted uses include physical points of sale, trade exhibitions, in-store displays, and industrial events inside one country.
      4. DVD, but not more than 1000 copies.The total number of copies or downloads for computer software applications, including mobile apps and video games, is limited to 1000.
   3. A COMP MUSIC LICENSE allows you to synchronize watermarked music only in test, sample, comp, or rough cut evaluation materials for a Production. The Comp Music License clearly restricts the public distribution of Music or its incorporation into any final materials. You are not permitted to remove or alter the HAPPYDOER watermark from Music under any circumstances.
2. RESTRICTIONS ON THE USE OF MUSIC.

YOU MAY NOT:

1. 1. 1. 1. Sub-license, re-sell, rent, lend, assign, give, or otherwise transfer or distribute to any third-party the Licensed Music or the right to use it separately from the Production in which it is embodied (pursuant to your license).
         2. You may not resell, disseminate, share, or transfer any Licensed Music except as specified below.
         3. Manufacture, distribute, market, or otherwise exploit “records”, CDs, mp3s, or any other audio product containing sound alone which incorporates Licensed Music, other than an audio-only Production expressly mentioned in the definition of “Production” above. For the purposes of this sub-section, “records” refers to any types of reproductions that contain only sound, whether currently known or invented, manufactured, or distributed primarily for home, school, or jukebox use.
         4. Use the Licensed Music with anything that is pornographic, defamatory, libelous, obscene, immoral, unlawful, or violates the rights of any third party.

      Violate export rules, prohibitions, or regulations while transporting, transferring, or exporting music into any country.

Licensed music may be used, sold, sublicensed, reproduced, distributed, displayed, or incorporated into production library content or downloadable files. It may also be included in other stock products, libraries, or collections.

• You may not remix, mashup, or otherwise alter the Licensed Music, except for basic editing (e.g., setting start/stop points, defining fade-in/fade-out points) in connection with the exercise of the license granted under this agreement.
• Use Licensed Music in an audio-only production where music is the main material.

• Except for the PRO-free Music, if any public performance licenses are necessary in connection with your use of the Licensed Music as authorized by this TOS, you will be responsible for obtaining such licenses at your own expense. Notwithstanding anything to the contrary specified in this TOS, (a) If the laws of any jurisdiction require that, in order to avoid infringement or violation of any third party rights, licenses be obtained from collection societies or similar entities for or in connection with activities otherwise authorized by this TOS, you are solely responsible for obtaining and paying for such licenses. and (b) this agreement excludes any so-called “moral rights” or similar rights.&nbsp.
• Regardless of the foregoing or anything to the contrary herein, and in respect of the PRO-free Music, you acknowledge and agree that nothing herein shall prevent HAPPYDOER from claiming a share of any so-called “black box” funds or any funds paid, or payable, by any collection society or otherwise by way of general distribution on a country-by-country basis. Furthermore, if any PRO-free Music is publicly performed (or made available for performance) by any entity engaged in the exhibition or other transmission of programming (each a “Downstream Distributor”), and such exhibition gives rise to the payment by such Downstream Distributor of fees or royalties to a performing rights organization in any jurisdiction, nothing herein shall be preclude. HAPPYDOER
• You may distribute Productions including Music via third-party “user-generated” content distribution platforms (e.g., YouTube) (each a “UGC Platform”). You may not claim ownership of the Music or register it with any UGC Platform, even if it is synced with your own production. If you become aware that a third party claims ownership interests in any Music, you agree to quickly notify HAPPYDOER of such claims.
• When including the Music in the sort of Production in which copyright attribution is common, you must provide credit in substantially the following format:

“‘[Music Title]’ performed by [Artist], used under license from HAPPYDOER” PART III – WARRANTIES AND REPRESENTATIONS

1. HAPPYDOER warrants and represents that:
   HAPPYDOER’s contributors have provided all necessary rights in and to the Content to grant the rights set forth in Part I or Part II, as applies.
2. Video and images, in its original unaltered form and used in full conformity with these TOS and applicable law, will not: i) infringe on any copyright, trademark, or other intellectual property rights. ii) breach the privacy or publicity rights of any third party. iii) violate any United States law, legislation, ordinance, or regulation. or iv) be defamatory, libellous, pornographic, or obscene.
3. Editorial content in its original, unaltered form, utilized in full conformity with these TOS and applicable law, will not violate a third party’s copyright; nevertheless, this warranty does not apply to elements displayed in the Editorial content.

• While HAPPYDOER makes commercially reasonable measures to assure the correctness of keywords and descriptions, as well as the integrity of “Editorial Use Only” Visual Content, HAPPYDOER MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING ANY: I) KEYWORDS, TITLES, OR DESCRIPTIONS. OR II) AUDIO IN VIDEO. To be clear, HAPPYDOER will not indemnify or be liable for any claims resulting from erroneous keywords, titles, or descriptions, or any audio in the Video.
• HAPPYDOER MAKES NO REPRESENTATIONS OR WARRANTIES BEYOND THOSE EXPRESSLY MADE IN THIS “WARRANTIES AND REPRESENTATIONS” SECTION.

PART IV – INDEMNIFICATION AND LIABILITY

1. Subject to the terms hereof, and provided that you have not breached the terms of this or any other agreement with HAPPYDOER, HAPPYDOER will defend, indemnify, and hold you harmless up to the applicable “Limit of Liability” set forth below. Such indemnification is solely limited to Customer&rsquo.s direct damages arising from a third-party claim directly attributable to HAPPYDOER&rsquo.s breach of the express warranties and representations made in Part III hereof, together with associated expenses (including reasonable attorneys&rsquo. fees). Indemnification is conditioned upon you notifying HAPPYDOER, in writing, of any such claim or threatened claim, no later than five (5) business days from the date you know or reasonably should have known of the claim or threatened claim. Such notification must include all details of the claim then known to you (e.g., the use of Content at issue, the name and contact information of the person and/or entity making the claim, copies of any correspondence received and/or sent in connection with the claim). The notification must be emailed to HAPPYDOER at&nbsp.info@happydoer.com, with a hard copy to HAPPYDOER, Dubai Silicon Oasis, DDP, Building A1, Dubai, United Arab Emirates. Attention: General Counsel, via certified mail, return receipt requested or ii) overnight courier, recipient&rsquo.s signature required. HAPPYDOER shall have the right to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies. You agree to cooperate with HAPPYDOER in the defense of any such claim and shall have the right to participate in any litigation at your own expense. You agree that HAPPYDOER is not liable for any legal fees and/or other costs incurred by you or on your behalf prior to HAPPYDOER having a reasonable opportunity to analyze such claim&rsquo.s validity.
2. HAPPYDOER shall not be liable for any damages, costs or losses arising as a result of modifications made to the Content or due to the context in which you use the Content.
3. Limits of Liability: HAPPYDOER&rsquo.s total maximum aggregate obligation and liability (the “Limit of Liability”) arising out of each of Customers:
   Standard Image Licenses cost USD $10,000.Enhanced Image Licenses cost USD $250,000.Standard and Enhanced Video Use Licenses cost USD $10,000.
4. Editorial licenses cost USD $25,000.
5. Standard or Enhanced Music Licenses are limited to the license amount you paid for the corresponding Music asset.

• You agree to indemnify and hold HAPPYDOER, its officers, employees, shareholders, directors, managers, members, and suppliers harmless from any damages or liabilities resulting from any use of the Visual Content other than those specifically permitted by this TOS. You also agree to indemnify HAPPYDOER for all costs and expenses incurred in the event that you violate any of the provisions of this or any other agreement with HAPPYDOER.

PART V – ADDITIONAL TERMS

1. Except as required by law, HAPPYDOER has no responsibility to offer refunds under any circumstances. All fees are non-refundable, even if your subscription is cancelled before it expires. You authorize HAPPYDOER to charge you all subscription fees for the duration of the term specified at the time of purchase. If HAPPYDOER concludes that you are entitled to a refund of all or a portion of the fees you paid, the refund will be given using the payment method you used to make your purchase.
2. After your membership plan expires, it will automatically renew under the same terms as when you purchased it. You can disable automatic renewal in your account settings at any time before the renewal date. You expressly authorize HAPPYDOER to charge you for each automatic renewal until you disable automatic renewal.
3. The fees charged by HAPPYDOER are exclusive of taxes, and any such taxes, direct or indirect, will be added to any fees associated with the products you are purchasing. If HAPPYDOER is required to collect indirect and/or transactional taxes (such as sales tax, value-added tax, goods and services tax, and so on) under the laws of your state or country of residence, you must pay any such indirect tax. If HAPPYDOER or you are required to collect or submit direct or indirect taxes, you may be required to self-assess those taxes under the laws of your country of residence.
4. The term “non-transferable” refers to the fact that you may not sell, rent, load, gift, sublicense, or otherwise transfer Content or the right to use Content to anyone, unless as expressly stated in these TOS. You may, however, make a one-time transfer of Content to a third party only for the purpose of having such third party print and/or manufacture your items incorporating Content in accordance with the terms and restrictions set forth herein. If you become aware that any social media website is using any Content in a manner that violates the scope of your license under this agreement, you agree to remove all derivative works incorporating Content from such Social Media Site and to quickly notify HAPPYDOER of such usage.
5. Upon notice from HAPPYDOER or if you learn that any Content is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which HAPPYDOER may be liable, or if HAPPYDOER removes any Content due to perceived business risk as determined in HAPPYDOER’s reasonable discretion and gives you notice of such removal, you will remove the Content from your computer systems and storage devices (electronic or physical) and, if possible, HAPPYDOER will provide you with equivalent Content (as assessed by HAPPYDOER in its reasonable commercial judgment) free of charge, subject to the terms and limitations of this TOS.
6. If you utilize any Content in a work product developed for or delivered to a client or customer, you agree to reveal the identity of such clients or customers to HAPPYDOER upon HAPPYDOER’s reasonable request.
7. 1. Any controversy or claim arising out of or relating to this TOS, or the breach thereof, shall be settled by binding individual (not class) arbitration administered under the Commercial Arbitration Rules of the American Arbitration Association or the International Centre for Dispute Resolution in effect on the date of the commencement of arbitration, rather than in court, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. Arbitration shall take place in the state and county of New York. The language of the arbitration will be English.
      The parties shall jointly agree on one arbiter. Each side will bear its own costs in the arbitration. Both parties agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial procedure before a court with competent jurisdiction: (i) any claim involving the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. (ii) any claim for emergency injunctive relief based on urgent circumstances (e.g., immediate risk or commission of a crime, hacking, cyber-attack). (iii) any claim based primarily on Customer’s alleged failure to pay fees owing to HAPPYDOER. This arbitration clause will survive the termination of these TOS.
   2. YOU AND HAPPYDOER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTIONS. Unless you and HAPPYDOER agree, no arbitrator or judge may consolidate more than one person’s claims or preside over any type of representative or class proceeding. The arbitrator may grant injunctive relief only in favor of the particular party seeking relief and only to the degree required to give remedy warranted by that party’s unique claim. You and HAPPYDOER acknowledge and agree that we both waive our right to a jury trial in all arbitrable issues under this TOS.
   3. If a court determines that applicable law forbids enforcement of any of the limits in this Part V, Section 7 as to a specific claim for relief, that claim (and only that claim) must be severed from the arbitration and pursued in court.
8. Neither party may assign this agreement without the other party’s prior written approval. However, HAPPYDOER may assign this agreement to a subsidiary, affiliated company within the HAPPYDOER group, entity resulting from a merger or other corporate reorganization involving HAPPYDOER, or entity acquiring all or substantially all of HAPPYDOER’s assets or capital stock.
9. This TOS shall be interpreted neither against nor in favor of any party, but rather in accordance with the fair meaning of the language used herein. This TOS is governed by and construed in accordance with the laws of the applicable jurisdiction, as specified in Section 5.24, without regard to conflict of laws principles.
10. If you are engaging into this TOS on behalf of your employer or another business, you warrant and represent that you have full rights and authority to do so. If you do not have such authority, you agree to be personally accountable to HAPPYDOER for any breaches of these TOS. You hereby grant HAPPYDOER a global, non-exclusive, limited right to use your trademarks in HAPPYDOER’s promotional materials, including a publicly available customer list.
    HAPPYDOER’s use of your trademarks shall at all times comply to your then-current trademark usage policies, as made accessible to HAPPYDOER, and shall at all times benefit you. HAPPYDOER further agrees that it will use commercially reasonable efforts to terminate any particular use of your trademark no later than thirty (30) days from the date of receipt by HAPPYDOER of your email request to&nbsp.info@happydoer.com
11. The amount of Content downloads accessible to you is defined by the product you buy. For the purposes of this TOS, a day is defined as the twenty-four (24) hour period that begins when your product is purchased. A month is defined as a calendar month that begins and ends on the date that is either (i) the same date as your purchase in the next month or (ii) the last day of the subsequent month. For example, if you purchase a monthly subscription on March 5, it will automatically renew on April 5. If you purchase a monthly subscription on August 31, it will renew on September 30.
12. Unless otherwise specified in the coupon, any coupon or discount code used to a purchase hereunder shall be valid only for the first payment made in connection with such transaction.
13. If any individual term of this TOS is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, such finding will be limited to that invalid or unenforceable part, with no effect on the remaining parts of such individual term or any other part of this TOS, so that this TOS remains in full force and effect.
14. You expressly acknowledge that any feedback provided to you by HAPPYDOER or its agents addressing any issues you may have about this TOS or your use of the Content licensed hereunder is only for the purpose of interpreting this TOS and does not constitute legal advice. HAPPYDOER cannot provide legal advice to you and clearly disclaims any duty arising from any comments supplied by HAPPYDOER or its staff.
15. It is clearly recognized and accepted that this TOS is entered into purely for the mutual advantage of the parties involved, and that no benefits, rights, duties, or obligations are intended for third parties.
16. If you violate any of the terms of this or any other agreement with HAPPYDOER, HAPPYDOER reserves the right to terminate your account without further notice, in addition to HAPPYDOER’s other rights at law and/or equity. HAPPYDOER is under no obligation to return any money paid by you in the event that your account is canceled due to a breach.
17. HAPPYDOER grants no rights and makes no promises other than those clearly stated in the applicable license and warranties sections of this document. HAPPYDOER only has model or property releases that are clearly disclosed on the HAPPYDOER website.
18. HAPPYDOER’s liability under any individual license purchased hereunder shall not exceed the “Limit of Liability” applicable to the license in effect at the time you know or should have known of the claim, regardless of the number of times the subject Content is licensed or used by you.
19. Except as expressly stated in Part IV hereof, HAPPYDOER’s total aggregate liability to you or any third party claiming through you arising out of or in connection with your use of or inability to use the HAPPYDOER websites and/or Content contained thereon (whether in contract, tort, or otherwise) shall not exceed the monetary amount actually received by HAPPYDOER from you for the applicable Content license.
20. Neither HAPPYDOER nor any of its officers, employees, managers, members, shareholders, directors, or suppliers shall be liable to you or to any other person or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of your use of the Content, HAPPYDOER’s breach of this agreement, or otherwise, unless expressly provided for herein, even if HAPPYDOER has been advised of the
21. Except as clearly stated in Part III, all Content is provided “as is” with no guarantee of any kind, either express or implied, including but not limited to the implied warranties of non-infringement, merchantability, or fitness for a particular purpose.
22. HAPPYDOER does not guarantee that the Content, websites, or other materials will suit your needs, or that use will be uninterrupted or error-free. You bear the whole risk associated with the quality, performance, and use of the Content.
23. HAPPYDOER’s contracting party and choice of law. Subscriptions and purchases made before March 15, 2021 are committed with HAPPYDOER, Inc., including all subsequent installment payments and automatic renewals, unless cancelled. Subscriptions beginning March 15, 2021 and ending before May 17, 2022 are negotiated with the HAPPYDOER company named in the TOS in force at the time of your initial purchase, including all subsequent installment payments and automatic renewals until cancelled. For new subscriptions and purchases beginning May 17, 2022, your country of residence is the same as your billing address, which you supplied to HAPPYDOER in connection with your account.