Terms and Conditions
These Terms of Service (“Terms”) are a binding legal agreement between you and Happied that govern your right to use the websites, applications, event/retreat planning services, and other offerings from Happied. When used in these Terms, “Happied,” “we,” “us” or, “our” refers to Happied Inc. or the Happied affiliate you are contracting with.
1. Services
1.1 Happied Services. Happied provides services related to event and retreat planning, booking, logistics, and execution. Happied additionally provides access to its event platform to facilitate these and other functions. Collectively, these services are referred to in these Terms as the “Happied Services”.
1.2 Third Party Services. As part of the Happied Services, Happied may recommend or otherwise facilitate the contracting of goods or services between you and “Third Parties” in connection with an event or retreat, including, but not limited to restaurants, hotels, event operations personnel, and other suppliers or vendors (the “Third Party Services”).
2. Payments
2.1 Approval and Authorization. Prior to finalizing any Third Party Services, Happied will require the minimum number of attendees to be furnished by Client. Happied is not a party to any contracts entered into between you and Third Parties, unless stated in such contracts. Happied may, in its sole discretion, enter into contracts related to your event or retreat directly with Third Parties. Happied shall forward or make available material Third Party confirmations, confirmed contracts and other service confirmations.
3. Event Cancellation or Changes
3.1 Event Cancellation, Modifications or Refunds. Any payment made to Happied is non-refundable. At the 3 month mark, Client will be paying for the minimum number of attendees they determine will attend the event/retreat. If the number of attendees is 15% above the initial estimate, Happied cannot guarantee the original package pricing. If the event is more than 3 months away, a deposit will be paid. Any fees, deposits or payments made to Third Parties on your behalf following an approved Event Order may be non-refundable. Cancellation, modifications, and refunds related to Third Party Services are subject to the terms of the Third Party.
3.2 Force Majeure. Happied shall not be considered to be in default or breach of this agreement, and shall be excused from performance or liability for damages, if Happied is delayed in or prevented from performing or carrying out any of the provisions of this agreement by circumstances outside of Happied’s control, including, but not limited to, any act of God, labor disturbance, sabotage, act of war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, terrorism, explosion, natural disaster, or outbreak of communicable disease (including, but not limited to, COVID-19).
3.3 Third Party Changes. Occasionally, a Third Party may make a change to a good or service after your reservation has been confirmed, including but not limited to the date, price, inclusions, coverage, and/or any other feature and/or requirement. As a result, Happied reserves the right to cancel, change or substitute any Third Party Service at any time, for any reason. Happied will communicate with you regarding any such changes.
4. Your Responsibilities and Assumption of Risk.
4.1 Your Responsibilities. You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you invite to join or provide access to any accommodation, experience or other Third Party Service.
4.2 Assumption of Risk. You acknowledge that many activities carry inherent risks and agree that, to the maximum extent permitted by applicable law, you assume the entire risk arising out of your access to and use of the Happied Services or Third Party Services, including your stay at any accommodation, participation in any experience, use of any other Third Party Service. This means it is your responsibility to investigate a Third Party Service to determine whether it is suitable for you. For example, Third Party Services may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in those Third Party Services.
5. Disclaimers and Limitation of Liabilities
5.1 Disclaimers. HAPPIED PROVIDES THE HAPPIED SERVICES “AS IS” WITHOUT WARRANTY OF ANY KIND AND WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED. FOR EXAMPLE: (I) WE DO NOT ENDORSE OR WARRANT THE EXISTENCE, CONDUCT, PERFORMANCE, SAFETY, QUALITY, LEGALITY OR SUITABILITY OF ANY THIRD PARTY OR THIRD PARTY SERVICE; AND (II) WE DO NOT WARRANT THE PERFORMANCE OR NON-INTERRUPTION OF THE HAPPIED SERVICES OR THIRD PARTY SERVICES. THE DISCLAIMERS IN THESE TERMS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. IF YOU HAVE STATUTORY RIGHTS OR WARRANTIES WE CANNOT DISCLAIM, THE DURATION OF ANY SUCH STATUTORILY REQUIRED RIGHTS OR WARRANTIES, WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
5.2 LIMITATION OF LIABILITY. HAPPIED (INCLUDING ITS AFFILIATES AND PERSONNEL) NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE HAPPIED SERVICES OR THIRD PARTY SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH (I) THESE TERMS, OR THE USE OF OR INABILITY TO USE HAPPIED SERVICES OR THIRD PARTY SERVICES, WHETHER OR NOT HAPPIED HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET OUT IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL HAPPIED’S AGGREGATE LIABILITY FOR ANY CLAIM OR DISPUTE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, YOUR INTERACTION WITH ANY THIRD PARTIES, OR YOUR USE OF OR INABILITY TO USE HAPPIED SERVICES OR THIRD PARTY SERVICES EXCEED THE PLANNING FEE. THIS LIMITATION OF LIABILITY REFLECTS THE ALLOCATION OF RISK BETWEEN THE PARTIES, AND HAPPIED WOULD BE UNWILLING TO MAKE THE HAPPIED SERVICES AVAILABLE TO YOU WITHOUT SUCH LIMITATIONS.
5.3 NO LIABILITY FOR THIRD PARTY SERVICES. PROVIDERS OF THIRD PARTY SERVICES ARE NOT AGENTS OR EMPLOYEES OF HAPPIED. HAPPIED IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES, NEGLIGENCE OR MISCONDUCT OF ANY SUCH THIRD PARTY OR FOR ANY PERSONAL INJURY, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM OR OTHERWISE ARISING FROM ANY BOOKING OR USE OF A PRODUCT. HAPPIED HAS NO LIABILITY AND WILL MAKE NO REFUND RELATED TO THIRD PARTY SERVICES.
6. Indemnification
6.1 Indemnification. You agree to indemnify, defend and hold harmless Happied, its affiliates and their officers, directors, employees, agents, affiliates, successors and assigns from and against any and all claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees resulting from your: (a) breach of these Terms; (b) violation of any law or the rights of a third party; or (c) use of the Happied Services or Third Party Services.
7. Confidentiality
7.1 Happied will at all times keep confidential and may not disclose any information about Client, its affiliates, customers, and business relationships it learns pursuant to Happied’s provision of Services.
7.2 You will at all times keep confidential and may not disclose any information about Happied, its affiliates, customers, and business relationships it learns pursuant to Happied’s provision of Services. If you and Happied have entered into a Non-Disclosure Agreement (“NDA”), the parties shall treat the terms, conditions, and existence of the Agreement as Confidential Information as defined in the NDA.
8. General Terms
8.1 Taxes. You are responsible for determining and fulfilling your obligations under applicable laws to report, collect, remit, or pay any applicable VAT or other indirect taxes, occupancy taxes, tourist, income, or other taxes.
8.2 Links to Third-Party Sites. Happied may provide you with links to third-party websites or other websites of Happied’s affiliates or related companies (“Unrelated Sites”). These links are provided solely as a convenience to you, and these Terms do not control the Unrelated Sites. Your access, reliance on and use of these links and any Unrelated Sites is entirely at your own risk and is subject to such Unrelated Sites’ terms and conditions. Happied is not responsible for, and will not have any liability or responsibility to you, for the content on, or your use of, any third-party website. Our inclusion of hyperlinks to Unrelated Sites does not imply any endorsement of such sites or the material found on them.
8.3 Intellectual Property. Intellectual Property. All uses of Happied’s trademarks, name and other intellectual property must be approved by Happied in writing prior to their use. You shall maintain ownership of your intellectual property Happied acquires no rights whatsoever in your trademarks by virtue of this Agreement. Notwithstanding the foregoing, you permit Happied to use your name, logo, or other trademarks on its website or other for other promotional purposes.
8.4 Representations and Warranties. Each party represents and warrants: (i) that it has the full right and legal authority to enter into and fully perform this agreement in accordance with its terms without violating the rights of any other person; and (ii) that its trademarks do not infringe upon the trademarks or tradenames of any other person. You represent that you have received permission for Happied to contact, or send materials to, all end-user recipients of the services contemplated in these Terms. If you elected for alcohol to be sent to or made available for any attendee that you have verified that such attendee is over twenty one (21) years of age or the other legal age for drinking alcohol in the recipient's jurisdiction.
8.5 Relationship of the Parties. Nothing contained herein will be construed to place the parties in a relationship of partners, joint venturers, principal-agent or employer-employee.
8.6 Choice of Law. These Terms shall be governed by and interpreted in accordance with the laws of the District of Columbia, without regard to its conflicts of laws provisions.
8.7 Name, Image, and Likeness You, authorize Happied to photograph or film you and consent to the use of your likeness, image and/or company logos in any and all publications, educational materials, research, marketing, advertising, news media, and Web materials. You understand and agree that such materials, including all negatives, positives, digital images, and prints shall become and remain the sole property of Happied and you shall have no right or title to such items. You agree that Happied does not owe you any compensation for the acts that you have consented to in this agreement. You further understand and agree that these materials may be kept on file and used by Happied for potential future purposes and further agree to release Happied from any and all liability arising from or in connection with the taking, use, publication, or dissemination of such materials
9. Payment.
All payments are due in full on the date(s) stated on this Agreement. If you fail to make any payment when due under this Agreement, Happied reserves the right to immediately stop all Services under this Agreement.
10. Security Protocols
Zoom Integrations:
Through our integration with Zoom, Mingle may create and update meetings on behalf of the user. Users' data will be securely stored at every stage of the process including by storing their access token in an encrypted format.
Slack Integrations;
Through our integration with Slack, Mingle will store a variety of the Users data including by storing a slackbot OAuth Token in an encrypted format. Furthermore, slack specific user ids will be stored by Happied utilizing industry standard systems. Mingle may also send direct messages to users in addition to sending direct messages in approved channels.
Where we Store and Process Personal Data;
Personal data collected by Mingle may be stored and processed in the United States or in any other country where Happied or its affiliates, future subsidiaries or service providers maintain facilities. The storage location(s) are chosen in order to operate efficiently, to improve performance, and to create redundancies in order to protect the data in the event of an outage or other problem. We take steps to ensure that the data we collect is processed according to the provisions of this Policy, and the requirements of applicable law wherever the data is located.
Data Retention;
We may retain your personal information as long as you continue to use the Services, have an account with us, have Mingle installed on your Slack workspace, or for as long as is necessary to fulfill the purposes outlined in the policy.
We may, however, retain personal information for an additional period as is permitted or required under applicable laws, for legal, tax, or regulatory reasons, or for legitimate and lawful business purposes.
We will retain your personal data for as long as necessary to provide the Services to you, or for other essential purposes such as complying with our legal obligations, resolving disputes, and enforcing our agreements. Because these needs can vary for different types of data in the context of the different Services we provide, actual retention periods can vary significantly. The criteria we use to determine the retention periods include:
How long is the personal data needed to provide the Services and/or operate our business? This includes such things such as maintaining and improving the performance of the Services, keeping our systems secure, and maintaining appropriate business and financial records. This is the general rule that establishes the baseline for most data retention periods.
Is Happied subject to a legal, contractual, or similar obligation to retain the data? Examples can include mandatory data retention laws in the applicable jurisdiction, government orders to preserve data relevant to an investigation, or data that must be retained for the purposes of litigation.
Confidentiality and Third Parties;
All user data collected is treated with the utmost privacy and confidentiality. We do not share, sell or otherwise disclose your data to any third parties.
Authentication Security;
We use the Rails Devise gem to manage user passwords and authentication information. Devise is a trusted solution in the Rails community, known for its robust security features. It employs strong encryption techniques to ensure that passwords remain confidential.
OAuth Tokens;
For OAuth access tokens, we utilize the Rails Devise Omniauth gem. This ensures that these tokens are encrypted and securely managed.
11. Merger.
This Agreement constitutes the final, exclusive agreement between the parties relating to the Services contained in this Agreement. All earlier and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement.
12. Amendment.
The parties may amend this Agreement only by a writing signed by both parties