Happy Face Reviews Terms of Service
Last Updated: April 27, 18
PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING ANY SERVICES.
- Our Relationship with You
Our relationship with you is contractual. These User Terms and Conditions (“Terms”) govern the access or use by you, an individual, of applications, websites, content, and services (collectively, the “Services”), which are made available in the United States and its territories by Happy Face Reviews, LLC, and its subsidiaries and affiliates (collectively, “Happy Face Reviews”).
In these Terms, the words “including” and “include” shall be interpreted to mean “including, but not limited to.”
Agreement with Terms
Your access and use of the Services constitutes your agreement to be bound by these Terms. This establishes a contractual relationship between you and Happy Face Reviews. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede any prior agreements, arrangements, promises, or representations between you and Happy Face Reviews.
Supplemental terms, including region-specific and time-specific supplements, are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Service(s). Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.
Happy Face Reviews may amend these Terms from time to time. Amendments will be effective upon Happy Face Reviews’s posting of such updated Terms at this location or the amended policies or supplemental terms on the applicable Service(s). Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.
Terminating Terms or Services
Happy Face Reviews may immediately terminate these Terms or any Services with respect to you, any other user, or generally cease offering or deny access to the Services or any portion thereof, at any time and for any reason.
- Our Services
The Services constitute a technology platform that enables users of Happy Face Reviews application(s) or any websites provided as part of the Services (each, an “Application”) to request, accept, monitor, and respond to customer reviews. It also allows Users to easily connect their customers to 3rd party review sites to make reviewing simpler.
Unless otherwise agreed by Happy Face Reviews in a separate, written agreement with you signed by an authorized representative of Happy Face Reviews, the Services are made available for your personal use.
- Limited License
Subject to your agreement and compliance with all of these Terms, Happy Face Reviews grants you a limited, non-exclusive, non-transferable, revocable, non-transferrable license to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services.
Any rights not expressly granted herein are reserved by Happy Face Reviews and its licensors.
- Restrictions on Use
Whether or not you use or access the Services, you may not: (i) modify, delete, obscure, relabel or remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, distribute, license, lease, sell, resell, transfer, prepare derivative works based upon, publicly display or perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Happy Face Reviews; (iii) reverse engineer, decompile or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services; (vi) unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vii) attempt to gain unauthorized access to or impair any aspect of the Services, its related systems or networks.
- Third-Party Beneficiaries
Third parties such as Apple Inc., Google Inc., Microsoft Corporation or BlackBerry Limited will be a third-party beneficiary to this contract if you access the Services using Applications developed for Apple iOS, Android, Microsoft Windows, or Blackberry-powered mobile devices, respectively. These third-party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third party beneficiary’s terms of service.
- Third-Party Services and Content
Happy Face Reviews does not endorse such third party services and content, and in no event shall Happy Face Reviews be responsible or liable for the products, services, or actions of such third party providers.
- Happy Face Reviews Continued Ownership
The Services and all rights therein are and shall remain Happy Face Reviews property or the property of Happy Face Reviews licensors, as applicable. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services, except for the limited license granted above; or (ii) to use or reference in any manner Happy Face Reviews company name(s), logo(s), product and service names, trademarks or services marks, or those of Happy Face Reviews licensors.
- Your Use of the Services
In order to use most aspects of the Services, you must register for and maintain an active personal user Services account (“Account”). To obtain an account, and to use the Services, you must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18).
Account registration requires you to submit to Happy Face Reviews certain personal information, such as your name, mobile phone number, and email, as well as at least one valid payment method (either a credit card or accepted payment partner, such as Paypal). You agree to enter, update, and maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access and use the Services, or Happy Face Reviews termination of this Agreement with you.
Account Username and Password
You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Happy Face Reviews in writing, you may only possess one Account.
User Requirements and Conduct
The Service is not available for use by persons under the age of 18. You may not authorize third parties to use your Account, and you may not allow persons under the age of 18 to receive any services from Third Party Providers. You may not sell, convey, rent, lend, license, or assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Services. You agree that you may only use the Services for lawful purposes. You will not in your use of the Services cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other party. In certain instances you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.
By creating an Account, you agree that the Services may send you informational text (SMS) messages as part of the normal business operation of your use of the Services. You may opt-out of receiving text (SMS) messages from Happy Face Reviews at any time by texting the word STOP to 97743 from the mobile device receiving the messages. You acknowledge that opting out of receiving text (SMS) messages may impact your access or use of the Services.
Content Provided by You
Happy Face Reviews may, in its sole discretion, permit you from time to time to submit, upload, publish, or otherwise make available to Happy Face Reviews through the Services, text, audio, and/or visual content and information. This may include commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions (“User Content”).
You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Happy Face Reviews the license to the User Content as set forth above; and (ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor Happy Face Reviews use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Any User Content provided by you remains your property. However, by providing User Content to Happy Face Reviews, you grant Happy Face Reviews a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Happy Face Reviews business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.
You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Happy Face Reviews in its sole discretion, whether or not such material may be protected by law. Happy Face Reviews may, but shall not be obligated to, review, monitor, or remove User Content, at Happy Face Reviews’s sole discretion and at any time and for any reason, without notice to you.
Network Access and Devices.
You are responsible for obtaining the data and data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Happy Face Reviews does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet, cellular, and electronic communications.
You understand and agree that use of the Services will result in charges to you for the services or goods you receive from a Third Party Provider (“Charges”). After you have received services or goods obtained through your use of the Service, Happy Face Reviews will facilitate your payment of the applicable Charges on behalf of the Third Party Provider, as such Third Party Provider’s limited payment collection agent. Payment of the Charges in such manner shall be considered the same as payment made directly by you to the Third Party Provider. Charges will be inclusive of applicable taxes where required by law. Charges paid by you are final and non-refundable, unless otherwise determined by Happy Face Reviews. You retain the right to request lower Charges from a Third Party Provider for services or goods received by you from such Third Party Provider at the time you receive such services or goods. Happy Face Reviews will respond accordingly to any request from a Third Party Provider to modify the Charges for a particular service or good.
This payment structure is intended to fully compensate the Third Party Provider for the services or goods provided. After you have received services or goods obtained through the Service, you may have the opportunity to rate your experience and leave additional feedback about your Third Party Provider.
Payments Due Immediately
All Charges are due immediately and payment will be facilitated by Happy Face Reviews using the preferred payment method designated in your Account. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Happy Face Reviews may, as the Third Party Provider’s limited payment collection agent, use a secondary payment method in your Account, if available.
Right to Revise Charges
As between you and Happy Face Reviews, Happy Face Reviews reserves the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the Services at any time in Happy Face Reviews sole discretion. Further, you acknowledge and agree that Charges applicable in certain geographical areas may increase substantially during times of high demand. Happy Face Reviews will use reasonable efforts to inform you of Charges that may apply, provided that you will be responsible for Charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof. Happy Face Reviews may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you. You may elect to cancel your request for services or goods from a Third Party Provider at any time prior to such Third Party Provider’s arrival, in which case you may be charged a cancellation fee.
Happy Face Reviews may, in its sole discretion, create promotional codes that may be redeemed for Account credit, or other features or benefits related to the Services and/or a Third Party Provider’s services, subject to any additional terms that Happy Face Reviews establishes on a per promotional code basis (“Promo Codes”). You agree that any Promo Codes: (i) must be used for the intended audience and purpose, pursuant to these Terms and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Happy Face Reviews; (iii) may be disabled by Happy Face Reviews at any time for any reason without liability to Happy Face Reviews; (iv) may only be used pursuant to the specific terms that Happy Face Reviews may establish for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. Happy Face Reviews reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that Happy Face Reviews determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” HAPPY FACE REVIEWS DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, WORKMANSHIP, HABITABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, HAPPY FACE REVIEWS MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
HAPPY FACE REVIEWS DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY, LICENSING OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
- Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT HAPPY FACE REVIEWS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF HAPPY FACE REVIEWS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
HAPPY FACE REVIEWS SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF HAPPY FACE REVIEWS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HAPPY FACE REVIEWS SHALL NOT BE LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND HAPPY FACE REVIEWS’S REASONABLE CONTROL. YOU ACKNOWLEDGE THAT THIRD PARTY PROVIDERS MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED. IN NO EVENT SHALL HAPPY FACE REVIEWS’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED FIVE HUNDRED U.S. DOLLARS (US $500).
HAPPY FACE REVIEWS’S SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE HOME IMPROVEMENT, MAINTENANCE, AND REPAIR AND OTHER GOODS AND SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT HAPPY FACE REVIEWS HAS NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO YOU RELATED TO ANY HOME IMPROVEMENT, MAINTENANCE, AND REPAIR AND OTHER GOODS AND SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.
THE LIMITATIONS AND DISCLAIMER IN SECTIONS 10 AND 11 DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED BY HAPPY FACE REVIEWS UNDER APPLICABLE LAW.
You agree to indemnify and hold Happy Face Reviews and its officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) Happy Face Reviews’s use of your User Content; or (iv) your violation of the rights of any third party, including Third Party Providers.
- Dispute Resolution
You agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be settled by binding arbitration between you and Happy Face Reviews, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and Happy Face Reviews are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and Happy Face Reviews otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
Arbitration Rules and Governing Law
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at www.adr.org/aaa/ShowPDF?doc=ADRSTG_004175 and a separate form for California residents at www.adr.org/aaa/ShowPDF?doc=ADRSTG_015822.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of Arizona and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure
Unless you and Happy Face Reviews otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Happy Face Reviews submit to the arbitrator, unless either party requests a hearing and the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, the AAA Rules will determine your right to a hearing. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Nothing in this Section is intended to abrogate the Limitations on Liability set forth in Section 11, including the $500 limit therein.
The arbitrator shall render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the individual claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.
Notwithstanding the provisions of the modification-related provisions above, if Happy Face Reviews changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by providing Happy Face Reviews written notice of such rejection by mail or hand delivery to: 715 N Gilbert Rd #1 Mesa, AZ 85203 or by email from the email address associated with your Account to: firstname.lastname@example.org within 30 days of the date such change became effective, as indicated in the “Last update” date above. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this “Dispute Resolution” section. By rejecting changes, you are agreeing that you will arbitrate any Dispute between you and in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
- Additional Provisions
Choice of Law
These Terms are governed by and construed in accordance with the laws of the State of Arizona, U.S.A., without giving effect to any conflict of law principles, except as may be otherwise provided in supplemental terms applicable to your region.
Claims of Copyright Infringement
Claims of copyright infringement should be sent to Happy Face Reviews’s designated agent. Please visit Happy Face Reviews’s web page at http://happyfacereviews.com/contact/ for the designated address and additional information.
Happy Face Reviews may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, or by written communication sent by first class mail or pre-paid post to your address in your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Happy Face Reviews, with such notice deemed given when received by Happy Face Reviews, at any time by first class mail or pre-paid post to Happy Face Reviews, Attn: User Legal Notices, 715 N Gilbert Rd #1 Mesa, AZ 85203
You may not assign these Terms without Happy Face Reviews’s prior written approval. Happy Face Reviews may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Happy Face Reviews’s equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
No joint venture, partnership, employment, or agency relationship exists between you, Happy Face Reviews, or any Third Party Provider as a result of this Agreement or use of the Services.
If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck or disregarded, and the remaining provisions shall be enforced to the fullest extent allowed under law. Happy Face Reviews’s failure to enforce any right, remedy or other provision in these Terms shall not constitute a waiver of such right, remedy or provision unless acknowledged and agreed to by Happy Face Reviews in writing.