LEGAL

Terms & Conditions

Terms governing the use of the Happ Labs website

Effective from June 02, 2025

These Terms and Conditions ("Terms") constitute a legally binding agreement between:

  • Individual Entrepreneur Saloid Viacheslav Oleksandrovych (ФОП Салоїд Вячеслав Олександрович), registered in Ukraine under the Law of Ukraine "On State Registration of Legal Entities, Individual Entrepreneurs, and Public Organizations", with Taxpayer Identification Number 3628308118 and state registration record number 544422567292 dated January 12, 2022; and
  • HAPP LLC (ТОВ "ХАПП"), a limited liability company registered in Ukraine, EDRPOU code 46116673

(collectively referred to as "HAPP", "We", "Us", or "Our"), and you, the individual or legal entity accessing or using the Website (as defined below) ("User", "You", or "Your"), including any affiliates or authorized users acting on Your behalf. HAPP and You are known as "Party" separately or "Parties" together. In addition to these Terms, Your use of the Website is also governed by Our Privacy Notice.

These Terms govern Your access to and use of the Happ Labs corporate website, available at https://labs.happ.tools ("Website").

The Website is a corporate landing page operated by HAPP to provide information about Our engineering services, team, portfolio, and company. The Website does not offer software-as-a-service functionality, user accounts, or online transactions.

By accessing and/or viewing and/or using the Website through any mobile phone, tablet, laptop, computer, or another device, You confirm that You have read, understand, and agree to be bound by these Terms and Our Privacy Notice, that are incorporated by reference into this agreement with You (the "Agreement"), and any other related documents, policies, and terms and conditions, and applicable law. The Agreement includes, without limitation, all agreements, commitments, and understandings reached between the Parties in relation to the Website.

If You accept these Terms on behalf of a company or other legal entity, You represent and warrant that You have the authority to bind that company or other legal entity to the Terms and, in such event, "You", "Your", or "User" will refer and apply to that company or other legal entity.

PLEASE READ THESE TERMS CAREFULLY AS THEY DETAIL IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, CERTAIN RESTRICTIONS AND LIMITATIONS, AND EXCLUSIONS TO OUR LIABILITY. BY ACCESSING AND USING THE WEBSITE: (1) YOU ACCEPT AND CONSENT TO THE TERMS, (2) YOU ACKNOWLEDGE THAT THE TERMS ARE A LEGALLY BINDING AGREEMENT, (3) YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE FOLLOWING TERMS AND CONDITIONS AND ACCOMPANYING POLICIES, AND (4) YOU AGREE TO BE BOUND BY ALL SUCH TERMS AND CONDITIONS AND POLICIES AS A PARTY TO THIS AGREEMENT AND, IF YOU ARE AN EMPLOYEE OR REPRESENTATIVE, TO BIND YOUR EMPLOYER OR PRINCIPAL.

IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND POLICIES OR ARE NOT PROPERLY AUTHORIZED TO BIND ANY LEGAL ENTITY, EMPLOYER, OR PRINCIPAL, PLEASE LEAVE THE WEBSITE.

Should You have any questions or concerns regarding these Terms, please don't hesitate to reach out to Us for clarification using the e-mail address admin@happ.tools.

TABLE OF CONTENTS

  1. Concepts and Definitions
  2. Access to the Website
  3. Eligibility
  4. Acceptable Conduct; Unauthorized Use
  5. Minor's Use of the Website
  6. Engineering Services
  7. Intellectual Property
  8. Copyright Infringement
  9. Disclaimers
  10. Liability. Limitation of Liability
  11. Indemnification
  12. Term and Termination
  13. Choice of Law; Dispute Resolution
  14. Third Party Websites and Services
  15. Personal Data
  16. Changes to the Terms
  17. Miscellaneous Provisions
  18. Contact Information

1. CONCEPTS AND DEFINITIONS

1.1. Whenever the following capitalized terms are used, they shall be interpreted as follows, unless explicitly stated otherwise in the context of their use:

"Agreement" — the legally binding agreement between You and HAPP, comprising these Terms, the Privacy Notice, and any other applicable policies referenced herein.

"Content" — all text, images, graphics, logos, icons, audio clips, video clips, data compilations, software, and other materials displayed on or available through the Website, excluding third-party content.

"Engineering Services" — custom software development, consulting, and related engineering services offered by HAPP to clients under separate agreements negotiated individually.

"Privacy Notice" — the privacy notice published on the Website that describes how HAPP collects, uses, stores, and protects Your personal data.

"Third-Party Services" — external software, hardware, websites, or platforms referenced on or linked from the Website, which are not owned or controlled by HAPP and are subject to their respective terms of service.

"Website" — the Happ Labs corporate website, available at https://labs.happ.tools, including all pages, content, and functionality provided therein.

2. ACCESS TO THE WEBSITE

2.1. Right to use the Website

Access to the Website is provided on a voluntary and free-of-charge basis. The Website is intended to provide informational content about HAPP, its Engineering Services, portfolio, team, and contact information. Use of the Website is at Your own risk and discretion.

2.2. Granting a license

2.2.1. Subject to Your compliance with the Agreement and applicable laws, HAPP grants You a limited, non-exclusive, non-sub-licensable, revocable, non-transferable license to access and use the Website and its Content solely for personal, informational, and non-commercial purposes, within the scope defined by these Terms.

2.2.2. This license does not permit You to reproduce, duplicate, copy, modify, sell, distribute, or otherwise exploit any portion of the Website or its Content without HAPP's prior express written consent. All rights not expressly granted in these Terms are reserved by HAPP.

2.2.3. For clarity, any use of the Website other than as specifically authorized herein, without Our prior written permission, is strictly prohibited and will terminate the license granted herein.

3. ELIGIBILITY

3.1. Access to and use of the Website are contingent upon meeting certain eligibility criteria outlined in this Section. By accessing or using the Website, You affirm that You meet the following eligibility requirements:

3.1.1. Acceptance of Terms. By accessing or using the Website, You acknowledge and agree to abide by these Terms and any other policies or guidelines referenced herein. If You do not agree with any provision of these Terms, You may not access or use the Website.

3.1.2. Age requirement. You must be at least 18 years old or the age of legal majority in Your jurisdiction to access or use the Website. If You are under 18 or the age of legal majority, You may only use the Website under the supervision of a parent or legal guardian who agrees to be bound by these Terms on Your behalf. More information about the use of the Website by minors can be found in Section 5 ("Minor's Use of the Website").

3.1.3. Compliance with laws. You acknowledge and agree that You are solely responsible for ensuring that Your access to and use of the Website complies with all applicable local, state, national, and international laws, regulations, and industry standards.

3.1.4. Restricted activities. You are prohibited from engaging in any activities that violate these Terms, infringe upon the rights of others, or are unlawful, fraudulent, or abusive in nature. You can find a detailed list of prohibited actions in Section 4 ("Acceptable Conduct; Unauthorized Use").

3.1.5. Prohibited Users. You are not permitted to access or use the Website if You have been previously banned or restricted from using the Website, or if You are located in a country or region that is subject to trade sanctions or other restrictions imposed by applicable laws or regulations.

3.2. Failure to meet any of these eligibility requirements may result in the restriction of Your access to the Website. We reserve the right to verify Your eligibility at any time and to take appropriate action, including but not limited to requesting additional information or documentation, to ensure compliance with these requirements.

4. ACCEPTABLE CONDUCT; UNAUTHORIZED USE

4.1. General conduct

You agree to use the Website diligently, lawfully, and in compliance with the Agreement, all applicable laws, regulations, and rules, including those related to privacy, data protection, and intellectual property. Your use of the Website is at Your sole responsibility.

4.2. Prohibited activities

You shall not access, use, or interact with the Website in any manner that:

  • 4.2.1. violates any applicable law, regulation, or rule in any jurisdiction;
  • 4.2.2. is fraudulent, deceptive, or unlawful;
  • 4.2.3. infringes or breaches the intellectual property, privacy, or other rights of HAPP or any third party;
  • 4.2.4. involves the transmission of viruses, malware, or any code designed to damage, disrupt, or expropriate any system, service, or data, including personal data;
  • 4.2.5. renders the Website unusable or interferes with its normal operation;
  • 4.2.6. generates or transmits content that is obscene, offensive, defamatory, discriminatory, harassing, hateful, or otherwise inappropriate, including content that promotes violence, hate speech, or spam;
  • 4.2.7. misrepresents Your identity or relationship with any person or entity;
  • 4.2.8. is contrary to Our interests, image, or reputation.

4.3. Additional restrictions

You shall not:

  • 4.3.1. use the Website without accepting these Terms or in contravention of them;
  • 4.3.2. use the Website for unauthorized commercial purposes, such as collecting data to develop competing services;
  • 4.3.3. engage in phishing, fraud, or other deceptive practices;
  • 4.3.4. impose an unreasonable or disproportionate load on the Website's infrastructure;
  • 4.3.5. modify, copy, or simulate the Website's appearance, functions, or underlying technology;
  • 4.3.6. introduce malicious code, such as viruses, worms, or trojans, to disrupt or limit the Website;
  • 4.3.7. use reverse-engineering, decompiling, or other techniques to access the source code, protocols, or infrastructure of the Website;
  • 4.3.8. interfere with or disrupt the Website, including through denial-of-service attacks, hacking, or brute-forcing;
  • 4.3.9. probe, scan, or test the Website's performance, workload, or security without Our prior written consent.

4.4. This list of prohibited activities is not exhaustive, and We reserve the right to determine what constitutes a violation of these Terms.

4.5. System security

You are solely responsible for ensuring that Your systems, including the devices used to access the Website, are secure and compatible. We recommend that You use and regularly update commercial anti-virus, anti-spyware, and firewall software on Your systems to protect against security threats. We are not responsible for any damage to Your systems or data resulting from Your failure to implement adequate security measures, except as required by applicable law.

4.6. Consequences of breach

Any use of the Website in breach of these Terms is strictly prohibited and may result in the immediate restriction of Your access to the Website, with or without notice. Such actions may also subject You to liability for violations of applicable law. You agree to promptly notify Us at admin@happ.tools if You become aware of any unauthorized access, use, or interaction with the Website, or any other breach of these Terms.

4.7. Compliance and cooperation

We may investigate any suspected violations of these Terms or applicable law and cooperate with law enforcement authorities to prosecute Users engaging in unlawful conduct. You acknowledge that We have no obligation to monitor the Website but reserve the right to review, remove, or restrict access to content if it violates these Terms or applicable law.

5. MINOR'S USE OF THE WEBSITE

5.1. Eligibility for minors

The Website is intended for Users who are at least 18 years old or have reached the age of legal majority in their jurisdiction. If You are under 18 or the age of legal majority in Your jurisdiction, You are considered a minor and may only access or use the Website with the explicit consent and supervision of a parent or legal guardian who agrees to be bound by these Terms on Your behalf. We reserve the right to request proof of such consent and may restrict access to the Website if such verification is not provided or is deemed insufficient.

5.2. Parental or guardian responsibility

Parents or legal guardians are fully responsible for supervising and monitoring the activities of any minor using the Website under their consent. This includes ensuring that the minor complies with the Agreement and applicable laws. We encourage parents or guardians to educate minors on safe and responsible use of the Website.

5.3. Liability for minor's actions

If You, as a parent or legal guardian, authorize a minor to use the Website, You are solely responsible for: (a) the minor's online conduct and compliance with these Terms; (b) controlling the minor's access to and use of the Website; and (c) any consequences arising from the minor's misuse. We shall not be liable for any unauthorized use of the Website by a minor, including any access to or sharing of content, or for any costs or damages resulting from such use.

6. ENGINEERING SERVICES

6.1. HAPP provides custom software engineering, consulting, and related technical services to clients. Information about these Engineering Services is presented on the Website for informational purposes only and does not constitute a binding offer or commitment to provide services.

6.2. The provision of Engineering Services is governed by separate service agreements negotiated and executed individually between HAPP and each client. These separate agreements define the specific scope, deliverables, timelines, payment terms, confidentiality obligations, intellectual property ownership, warranties, and other terms applicable to the engagement.

6.3. Nothing in these Terms shall be construed as creating an obligation on the part of HAPP to provide Engineering Services, nor shall any information presented on the Website be deemed to establish a contractual relationship for the provision of such services. The engagement of Engineering Services requires a separate written agreement signed by both parties.

6.4. Any descriptions of Engineering Services, capabilities, processes, pricing, or timelines displayed on the Website are approximate and for general informational purposes only. Actual terms may vary depending on the specific project requirements and are subject to the terms agreed upon in the applicable service agreement.

7. INTELLECTUAL PROPERTY

7.1. Ownership

You acknowledge and agree that access to the Website and its Content is provided under a limited license, as set forth in Section 2.2. You do not acquire ownership of the Website or its Content, but only the right to use them in accordance with these Terms. All rights, including proprietary rights, copyrights, trademarks, trade secrets, and other intellectual property rights related to the Website and its Content, remain the exclusive property of HAPP or its licensors, except as expressly granted in these Terms. The Website, including all underlying ideas, methods, algorithms, processes, concepts, program code, designs, and other proprietary elements used in its development or operation, as well as all updates, improvements, modifications, enhancements, bug fixes, and revisions, constitutes HAPP's trade secrets and proprietary property of significant commercial value. You shall have no right, title, or interest in such property except as expressly provided in these Terms.

7.2. Intellectual property rights

The intellectual property rights to the Website and its Content (excluding elements for which exclusive rights are held by third parties) are owned by HAPP and protected by applicable laws. The intellectual property objects owned by HAPP include, but are not limited to:

  • program code: source code, algorithms, programming scripts, and other software components forming the foundation of the Website;
  • design elements: visual components, user interface layouts, graphical elements, icons, logos, and trademarks;
  • textual content: written materials, including case studies, articles, reports, service descriptions, and other content provided on the Website;
  • industrial property: trademarks, trade names, service marks, and any applicable inventions, utility models, or industrial designs;
  • other intellectual property: any additional proprietary elements incorporated into the Website, including proprietary data structures and configurations.

7.3. Third-party intellectual property

The Website may incorporate third-party intellectual property, including open-source software components, stock imagery, or third-party fonts. HAPP does not claim ownership of such third-party intellectual property, and Your use of the Website is subject to compliance with any applicable third-party terms and conditions. You agree to respect and adhere to the intellectual property rights of third-party licensors, as communicated by HAPP or specified in the relevant third-party agreements.

7.4. Permitted use

You may use the Website and its Content solely within the scope of the functionality provided, in accordance with these Terms. Any use of the Website or its Content beyond the expressly authorized scope, including but not limited to copying, modifying, distributing, reverse-engineering, or extracting elements without HAPP's prior written consent, is strictly prohibited and constitutes a breach of these Terms. All rights not expressly granted herein are reserved by HAPP and its licensors, and no license is granted by estoppel, implication, or otherwise.

7.5. Feedback

If You voluntarily provide HAPP with any questions, comments, suggestions, ideas, or other feedback about the Website or Engineering Services (collectively, "Feedback"), You grant HAPP a worldwide, perpetual, non-exclusive, royalty-free, sub-licensable license to use, reproduce, modify, adapt, publish, and incorporate such Feedback for any purpose, including to improve the Website, develop new features, or create new products, without acknowledgment or compensation to You. HAPP will exclusively own any improvements or new inventions derived from such Feedback. You acknowledge that Feedback is provided on a non-confidential basis.

8. COPYRIGHT INFRINGEMENT

8.1. HAPP is committed to respecting the intellectual property rights of others and does not knowingly publish or host content that infringes upon those rights. In the event that any content on the Website is alleged to infringe upon the copyrights of individuals or entities, HAPP will take appropriate action upon receiving a valid notification from the rights holder or their authorized representative, in accordance with applicable laws.

8.2. If You believe that any content available on the Website infringes upon Your copyright, You may submit a copyright infringement notice to HAPP. The notice must include the following information:

  • a clear description of the copyrighted work that You claim has been infringed;
  • the specific URL(s) or location(s) on the Website where the allegedly infringing content is found;
  • a statement confirming that You are the copyright holder or an authorized representative acting on behalf of the copyright holder;
  • Your full name, contact information (email address and/or phone number), and a physical or electronic signature;
  • a statement under penalty of perjury that the information provided in Your notice is accurate and that You have a good faith belief that the use of the copyrighted material is unauthorized.

8.3. Copyright infringement notices should be sent to HAPP via email at admin@happ.tools. HAPP reserves the right to request additional information or materials from the applicant to facilitate the effective resolution of the notice.

8.4. Upon receipt of a valid copyright infringement notice, HAPP will promptly assess the claim and, if necessary, take appropriate action, which may include:

  • removing or restricting access to the allegedly infringing content;
  • taking further measures to prevent recurrence, in accordance with these Terms and applicable law.

8.5. If content is removed or restricted due to a copyright infringement notice, and You believe this was done in error, You may submit a counter-notification to admin@happ.tools. The counter-notification must include:

  • Your full name, contact information, and a physical or electronic signature;
  • identification of the removed or restricted content and its location on the Website prior to removal;
  • a statement under penalty of perjury that You have a good faith belief that the content was removed or restricted as a result of a mistake or misidentification.

8.6. HAPP is not liable for any damages arising from the presence of allegedly infringing content on the Website prior to receiving a valid notice, provided HAPP acts promptly to address the infringement upon notification, in accordance with applicable law.

9. DISCLAIMERS

9.1. THE WEBSITE AND ANY CONTENT, SOFTWARE, OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE WEBSITE (COLLECTIVELY, "OUR OFFERINGS") ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOUR ACCESS TO AND USE OF OUR OFFERINGS IS AT YOUR SOLE RISK AND DISCRETION.

9.2. HAPP EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND RELATING TO OUR OFFERINGS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. HAPP MAKES NO REPRESENTATION OR WARRANTY THAT OUR OFFERINGS WILL MEET YOUR REQUIREMENTS, BE COMPATIBLE WITH YOUR DEVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

9.3. YOU ASSUME ALL RISK AS TO THE CORRECTNESS, ACCURACY, RELIABILITY, TIMELINESS, OR COMPLETENESS OF OUR OFFERINGS. HAPP IS NOT RESPONSIBLE FOR ANY DECISIONS OR ACTIONS TAKEN BASED ON CONTENT PROVIDED THROUGH OUR OFFERINGS, INCLUDING INFORMATION ABOUT ENGINEERING SERVICES, PRICING, CAPABILITIES, OR PROCESSES.

9.4. HAPP EXPRESSLY DISCLAIMS ANY WARRANTY THAT OUR OFFERINGS WILL BE FREE FROM ERRORS, VIRUSES, WORMS, MALWARE, OR OTHER HARMFUL COMPONENTS. YOU ARE RESPONSIBLE FOR IMPLEMENTING APPROPRIATE SECURITY MEASURES, INCLUDING ANTI-VIRUS AND FIREWALL SOFTWARE, TO PROTECT YOUR SYSTEMS WHEN USING OUR OFFERINGS.

9.5. YOU ACKNOWLEDGE THAT OUR OFFERINGS MAY BE UNAVAILABLE DUE TO FACTORS BEYOND HAPP'S REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO, SCHEDULED OR UNSCHEDULED MAINTENANCE, TECHNICAL FAILURES, TELECOMMUNICATIONS DISRUPTIONS, CYBERATTACKS (E.G., DENIAL OF SERVICE ATTACKS), ACTS OF GOD, OR THIRD-PARTY SERVICE FAILURES. HAPP EXPRESSLY DISCLAIMS ANY WARRANTY REGARDING THE CONTINUOUS AVAILABILITY, ACCESSIBILITY, SECURITY, OR PERFORMANCE OF OUR OFFERINGS AFFECTED BY SUCH FACTORS.

9.6. HAPP IS NOT RESPONSIBLE OR LIABLE FOR THE PERFORMANCE OR CONTINUING COMPATIBILITY OF ANY DEVICE OR THIRD-PARTY SERVICES USED TO ACCESS OUR OFFERINGS. YOU ARE RESPONSIBLE FOR ENSURING THAT YOUR SYSTEMS MEET ANY TECHNICAL REQUIREMENTS FOR ACCESSING THE WEBSITE.

9.7. THE WEBSITE MAY NOT BE AVAILABLE IN ALL LANGUAGES OR COUNTRIES. HAPP MAKES NO REPRESENTATION THAT OUR OFFERINGS ARE APPROPRIATE, ACCURATE, OR AVAILABLE FOR USE IN ANY PARTICULAR LOCATION.

9.8. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY HAPP, ITS EMPLOYEES, OR REPRESENTATIVES SHALL CREATE A WARRANTY OR INCREASE THE SCOPE OF THESE DISCLAIMERS.

9.9. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU. IN SUCH CASES, HAPP'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. NOTHING IN THIS SECTION LIMITS YOUR STATUTORY RIGHTS AS A CONSUMER UNDER APPLICABLE LAW.

10. LIABILITY. LIMITATION OF LIABILITY

10.1. HAPP and You shall be responsible for fulfilling their respective obligations under these Terms in accordance with applicable laws.

10.2. Your use of Our Offerings is at Your sole risk. HAPP does not accept liability for any activities You undertake through the use of Our Offerings, except as expressly provided in these Terms or required by applicable law.

10.3. To the fullest extent permitted by applicable law, HAPP disclaims any and all liability to You or any third party relating to Your use of Our Offerings, including but not limited to errors, inaccuracies, or omissions in the Content, or any loss or damage incurred as a result of using Our Offerings.

10.4. HAPP shall not be liable for any Third-Party Services, products, or systems linked from or referenced on the Website. HAPP does not control or guarantee the accuracy, functionality, availability, or security of such Third-Party Services, and any issues, delays, or damages arising from their failure or misconduct are Your sole responsibility to address.

10.5. Under no circumstances and under no legal or equitable theory, whether in tort, contract, strict liability, or otherwise, shall HAPP be liable to You or any third party for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to increased costs, diminution in value, lost business, lost production, lost revenues, lost profits, loss of goodwill or reputation, or cost of replacement goods or services, even if HAPP was advised of the possibility of such damages.

10.6. To the fullest extent permitted by applicable law, HAPP's aggregate liability to You arising out of, resulting from, or in connection with these Terms or Our Offerings shall not exceed USD 100 (one hundred U.S. dollars).

10.7. The limitations of liability in this Section shall not apply to: (1) Your indemnification obligations hereunder; (2) damages resulting from Your gross negligence or willful misconduct; (3) any other liability that cannot be excluded under applicable law.

11. INDEMNIFICATION

11.1. You agree to defend, indemnify, and hold Us harmless, including Our officers, directors, employees, subcontractors, licensors and suppliers, any of Our affiliates, successors, assigns, and licensees (and any of the foregoing in relation to Our affiliates) from and against any claims, actions, or demands, damages, losses, liabilities, judgments, settlements, costs, or expenses (including attorneys' fees and costs) arising directly or indirectly from or relating to (i) the breach of these Terms by You or anyone using Your device; (ii) any claim, loss, or damage experienced from Your use or attempted use of (or inability to use) the Website; (iii) Your violation of any law or regulation; or (iv) any other matter for which You are responsible under these Terms, or any applicable law or regulation of any nature or force.

11.2. We reserve the right, at Your expense, to assume the exclusive defense and control of any demand, claim, or action arising hereunder or in connection with the Website and all negotiations for settlement or compromise. You agree to fully cooperate with Us in the defense of any such demand, claim, action, settlement, or compromise negotiations, as requested by Us.

11.3. We will use reasonable efforts to notify You of any such claim, action, or proceeding upon becoming aware of it. If You are prohibited by law from entering into the indemnification obligation above, then You assume, to the extent permitted by law, all liability for all claims, demands, actions, losses, liabilities, and expenses (including attorneys' fees, costs, and expert witnesses' fees) that are the stated subject of the indemnification obligation above.

12. TERM AND TERMINATION

12.1. Effective Date

These Terms shall take effect upon Your first access to or use of the Website and shall remain in effect for as long as You continue to access or use the Website. You are bound by these Terms whenever You access or use the Website, regardless of the frequency or duration of use.

12.2. Termination by the User

You may terminate these Terms at any time by permanently ceasing to use the Website and discontinuing any further access. Upon termination, You will no longer be bound by these Terms, except for any outstanding obligations or liabilities incurred prior to termination that remain due under the Terms.

12.3. Termination by HAPP

We reserve the right to restrict or terminate Your access to the Website at Our sole discretion, with or without prior notice, under the following circumstances: (1) You breach or violate any provision of these Terms; (2) We are required to do so by law, regulation, or governmental authority; (3) We determine that Your continued use of the Website could pose a risk, harm, or legal liability to Us, other Users, or third parties; or (4) the Website is discontinued, whether temporarily or permanently.

12.4. In the event of Your breach of the Terms, the right to terminate Your access to the Website is in addition to and not in lieu or limitation of any other right or remedy that may be available to Us.

12.5. Effect of Termination

Upon termination of the Terms:

  • 12.5.1. Your right to access and use the Website shall immediately cease;
  • 12.5.2. any outstanding obligations or liabilities incurred by either Party prior to termination shall survive;
  • 12.5.3. all provisions that by their nature are intended to survive termination, including but not limited to "Intellectual Property", "Liability. Limitation of Liability", "Indemnification", and "Term and Termination" shall remain in full force and effect.

12.6. Any termination of these Terms for any reason shall not affect or prejudice any right to damages or other remedies which We may have in respect of the event giving rise to the termination or any other reason to damages or other remedies which We may have in respect of any of Your failure to comply with or breach of these Terms which occurred at or before the date of termination.

13. CHOICE OF LAW; DISPUTE RESOLUTION

13.1. All disputes and differences that may arise in the course of performance of the Terms or in connection therewith shall be resolved by the Parties through negotiations. All claims shall be considered by HAPP in writing and sent to HAPP's e-mail address, namely: admin@happ.tools, within 30 (thirty) days from the date of sending the letter by the User.

13.2. If the Parties fail to resolve a dispute through negotiations, all disputes, controversies, or claims arising out of or related to these Terms, including their conclusion, interpretation, execution, breach, termination, or invalidity, shall be referred to and finally resolved by the competent courts of Ukraine. The governing law of these Terms shall be the substantive law of Ukraine.

14. THIRD PARTY WEBSITES AND SERVICES

14.1. Third-Party Services

The Website may reference or link to Third-Party Services, including external websites, tools, or platforms. These Third-Party Services are beyond HAPP's control. HAPP does not guarantee the accuracy, functionality, availability, or security of Third-Party Services, and any issues, delays, or damages arising from their failure or misconduct are Your sole responsibility to address.

14.2. Third-party content and links

HAPP may provide links to third-party websites, products, services, or content, or allow third parties to make their content or information available on or through the Website. HAPP does not verify, endorse, or assume responsibility for third-party content, including the business practices, privacy policies, or terms of use of third-party websites or services. Your interactions, correspondence, or dealings with third parties, including Your access to or use of Third-Party Services and their content, are solely between You and the third party. You are responsible for reviewing the applicable terms, conditions, and policies (e.g., privacy policies, terms of service) of such third parties.

15. PERSONAL DATA

15.1. We may receive Your personal data during Your use of the Website, as well as when You decide to contact Us.

15.2. We recognize the importance of protecting Your personal data, which is why We have drafted a Privacy Notice. HAPP collects, stores, and uses personal data in accordance with these Terms and the Privacy Notice, and takes all necessary precautions to protect the confidentiality of Users' personal data. HAPP takes all necessary measures to protect the confidentiality of Users' personal data in accordance with the procedure generally used to protect this kind of information in the existing business environment.

15.3. HAPP's Privacy Notice is an integral part of these Terms. We encourage You to read the Privacy Notice, and to use it to help make informed decisions.

16. CHANGES TO THE TERMS

16.1. We are constantly updating the Website to provide better content and features, or for other reasons. In certain instances, it may be necessary to update or modify the Terms to reflect these and other changes (e.g., to reflect updates to Our practices and policies). Accordingly, You agree that We may at any time update or modify these Terms, as appropriate or necessary.

16.2. Modifications and updates to these Terms will be effective upon: (a) notice, either by posting on Our Website or by other reasonable means of communication; and (b) Your subsequent use of Our Website.

16.3. It is Your responsibility to review the Terms and the Website from time to time for any changes. Your access and continued use of the Website following any modification of these Terms will signify Your assent to and acceptance of the same. If You object to any revision to the Terms, immediately discontinue use of the Website.

17. MISCELLANEOUS PROVISIONS

17.1. Entire agreement

The Terms, Privacy Notice, and other policies posted by Us on the Website constitute the entire agreement between the Parties relating to the subject matter of the Terms and supersede all prior or contemporaneous communications, agreements, and understandings, written or oral, with respect to the subject hereof, and prevail over any conflicting or additional terms of any order, acknowledgment, or similar communication between the Parties.

17.2. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary to ensure that these Terms otherwise remain in effect. Failure of HAPP to enforce any part of these Terms shall not constitute a waiver of HAPP's right to further enforce such or any other part of the Terms.

17.3. Notices

Any notice or other communication under these Terms shall be in writing and deemed given and received when sent by email.

17.3.1. All notices from Us shall be sent from an official email address associated with the domain @happ.tools. It is the User's responsibility to ensure that notices from Us are not filtered or blocked.

17.3.2. For notices from the User, the notices must be sent to admin@happ.tools. It is the responsibility of the User to ensure the accuracy and operability of the email address used for correspondence.

17.3.3. By providing Your contact information, including email address, You expressly authorize Us to contact You using such contact details for purposes including, but not limited to, notifying You of any data security incident, data breach, or other matters where We are required by law to provide You with notice. You acknowledge and agree that all electronic notices have the full force and effect of paper notices.

17.4. Assignment

We reserve the right to assign or delegate the Agreement, in whole or in part, to any person or entity at any time, with or without Your consent. You may not assign or delegate any rights or obligations under the Terms without HAPP's prior written consent.

17.5. Waiver

A delay in exercising, or failure to exercise, any right or remedy in connection with the Agreement shall not operate as a waiver of that right or remedy. The waiver of a right to require compliance with any provision of these Terms in any instance shall not operate as a waiver of any further exercise or enforcement of that right. The waiver of any breach shall not operate as a waiver of any subsequent breach. No waiver in connection with these Terms shall, in any event, be effective unless it is in writing and refers expressly to this clause.

18. CONTACT INFORMATION

If You have any questions, doubts, or suggestions regarding the Terms and/or the Website, You may contact Us for assistance using the following details:

  • Legal entities:
  • Individual Entrepreneur Saloid Viacheslav Oleksandrovych (ФОП Салоїд Вячеслав Олександрович), Tax ID: 3628308118, Registration record: No. 544422567292 dated 12.01.2022
  • HAPP LLC (ТОВ "ХАПП"), EDRPOU code: 46116673