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These terms of use are a binding contract between you and Happilee (“we”, “us”), a WhatsApp Business Solution built and managed by NEOITO INFOTECH PRIVATE LIMITED, a company registered under the Companies Act 2013 having its principal place of business at Star Inn, Marappalam Road, Pattom, Trivandrum - 695004, Kerala, India. In order to provide our Services (as defined below) through our apps, services, features, software, we need to obtain your agreement to our Terms of Service ("Terms"). BY SUBSCRIBING AND ACCESSING THE BELOW TERMS, YOU AGREE TO THESE TERMS ON BEHALF OF YOURSELF AS AN INDIVIDUAL USER, OR ON BEHALF OF THE ORGANIZATION YOU REPRESENT (“CUSTOMER”, “YOU”). IN CASE YOU DO NOT AGREE TO ANY OF THE TERMS LISTED BELOW, YOU MAY REFRAIN FROM USING (OR ACCESSING) THE PLATFORM AND RELATED SERVICES.

1. Introduction

Hello! Welcome to Happilee family. We are an easy to use, WhatsApp chatbot integration platform which allows developer, non-developers, companies, individuals and agencies to create templates, get it approved by meta, create a broadcast list and train chatbots in WhatsApp to customise reply to each and every user in any manner that you wish. Please read on to learn more about our terms of service that govern the use of Happilee services and platforms.

2. Registration and account integration

As part of the one-time registration process, you will have to sign up and create an account for the registration process, including username and password. Your registration in Happilee enables you to have access to all the features in Happilee which are exclusively for your use and it should not be transferred to any one else without the expressed consent of us. We have all rights reserved to suspend and terminate the abused accounts and/all your accounts if it is found that you have breached this clause.

If, for any reason, you suspect that your credentials have been disclosed to any other parties or were obtained in any other manner, you should reach out to us immediately. It is also to be noted that we do not ask any of our clients about their username or password.

3. Our Services

a) Privacy and Security Principles: since we started Happilee, we have built our services with utmost care and attention to strong privacy and security principles in mind.
b) Platform Interface: We provide you with a platform interface and a related set of services which can enable you to subscribe and use the same for creation, modification and maintenance of chatbot programs that may help you to improve your business.
I. Team Inbox: All user-initiated and Business initiated conversations can be viewed in a single view.
II. Multiple Projects: With one sign-up, an owner can easily manage multiple businesses (Even if their brands, names, locations or phone numbers are completely different).
III. Business Feature: This feature is useful if the user business has multiple locations, domains or verticals users wish to bring under the same roof. Manage all businesses using the same phone number.
IV. Broadcast: Easy one-click sending of one-time or recurring promotions to thousands of opted-in customers. The feature will be completely dependent on the META policy.
V. Customer contacts: Can save multiple contacts, Import or Export and use the same for business communication and broadcast
VI. Mobile App: A mobile application will also be provided so that the lead management can be done on mobile devices.
VII. Domain & Industry Specific Features: Our R&D team is in continuous research and development for the betterment of the Application and there will be additional features added to the Application from different industry requirements.
If the registered mobile number is deleted from the Happilee after its implementation, the same mobile number can be used again in the WhatsApp Consumer app or may be registered again in the WhatsApp Business platform only after completing the lock-in period of 60 days.
c) Communicate With People: We provide, and always strive to improve, ways for you to communicate with other clients through messages including but not limited to WhatsApp and Facebook. We work with partners, service providers, and affiliated companies to help us provide ways for you to connect with their services.
d) Right to Use and Access: On registration, and subject to Section (4) when applicable), we will grant to you the right to access and use the Platform, and any related functionality, in accordance with the Terms mentioned in this document.
e) Company Details: Your use of the Services is also governed by (and subject to) different platform policies that Happilee can be integrated with and which are hereby incorporated by reference and are a part of these Terms.
Facebook: - https://developers.facebook.com/policy
WhatsApp: - https://www.whatsapp.com/legal/business-terms/
f) Service Revision: We are constantly trying to improve our services by ourselves as well as with the data provided by you. We analyse how you make use of Happilee, in order to improve our Services, we may introduce modifications/revisions to the functionality, content, features and modules of the platform, or choose to discontinue or impose limits on certain features or restrict access to parts or all of the Services, at any time without notice. Similarly, we reserve the right to remove any content, at any time, for any reason, at our sole discretion, and without notice. For any disruption in our system, you shall inform us through [email protected] for Support and clarifications. An advance notice shall be provided to you if there is any change, including but not limited to, in material design or major functionality or changes to this Agreement, either by posting such changes on our website or via emails. Advance notice may not be sent, if we feel that such a change may not cause any much difference in the functioning of the platform or its services.
g) Limitation of Service: It is acknowledged and agreed upon that you are solely responsible for evaluating the authenticity, integrity, quality, accuracy or reliability of any data provided to us before making/ implementing any decisions based on this information and any consequences that arise out of this.
h) Temporary Suspension of Service: We may temporarily limit or suspend the services from time to time at our discretion to have periodic maintenance and upgrade to the platform. We also have the right to suspend the services by your default of payment according to the contracts signed by both the parties and invoices forwarded to you and for any other reasons, including but not limited to, violation of any terms in this agreement, Privacy Policy and Non-Disclosure Agreement.
i) Unacceptable use of services and User conduct: You represent, warrant, and agree that you will not create and / or contribute any Content or User Submission (each of those terms is defined below) or otherwise create any chatbots or use the Services in a manner that:
I. Infringes or violates the intellectual property rights or any other rights of anyone else (including Happilee);
II. Violates any law or regulation, including any applicable export control laws;
III. Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
IV. Jeopardizes the security of your Happilee account or anyone else’s (such as allowing someone else to log in to the Services as you);
V. Attempts, in any manner, to obtain the password, account, or other security information from any other user;
VI. Violates the security of any computer network, or cracks any passwords or security encryption codes;
VII. Runs Maillist, Listserv, any form of auto-responder or “spam” on the services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
VIII. “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
IX. Copies or stores any significant portion of the Content;
X. Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.
XI. Any violation of the foregoing is grounds for termination of your right to use or access the services with or without notice and surrender of your contact information, data and intelligence that you have built on the platform, subject to legal notices received by a regulatory body received in such a situation.
j) Keeping Your account secure: You are responsible to maintain and upgrade any OS or systems that are used to access the platform. Any problem caused in the use of the platform because of older/legacy/unsupported systems is solely your responsibility.

4. Subscription, Payment and Billing

a) We offer our services free of cost on a trial basis for a period of one (1) week from the date of registration. The trial period ends in the following ways,
● by the end of the trial period;
● by subscribing to our services by payment of subscription charges;
● By termination by us for any other reasons.
b) In order to avail access to different features/services from the platform, you may be required to pay a subscription fee which shall be fixed and defined by us. The pricing is subject to change according to commercial agreement for any subscription plans signed by us with you which will uphold over any pricing changes. We reserve the right to change all/any of the subscription plan tiers, its pricing and the features offered at any time and without prior notice.
c) All subscription cancellation shall be done manually. You may cancel the subscriptions at any point of time by email communication to us at [email protected] .
d) No refunds will be processed for subscription cancellations.
e) We reserve the right to revise the service fee applicable to you at our sole discretion.
f) Any changes in the pricing will be informed through email one week prior to taking effect.
g) The revised fee will only take effect from the next renewal date of your existing subscription plan.
h) You would be notified over email in case of such revision of fees.

5. Refund policy

a) No refund shall be offered for the remaining of subscription days, on cancellation from an existing plan.
b) No refund shall be offered for the remaining of subscription days, on termination (section (14)).

6. User Submissions

a) Anything you (or your users) post, upload, share, store, or otherwise provide through the Services, including any chatbots you create and/or communicate with through the Services, is your “User Submission.”
b) You shall take full responsibility for the user submissions while using Happilee.
c) Some User Submissions are viewable by other users. In order to display your User Submissions on the Services, and to allow other users to enjoy them (where applicable), you grant us certain rights in those User Submissions.
d) For all User Submissions, you hereby grant us a license to translate, modify (for technical purposes, for example making sure your content is viewable on an Android device as well as a desktop) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Services, as described in more detail below. This is a license only – your ownership in User Submissions is not affected.
e) If you store a User Submission in your own personal Happilee account, in a manner that is not viewable by any other user except you (a “Personal User Submission”), you grant us the license above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of making that Personal User Submission accessible to you and providing the Services necessary to do so.
f) If you share a User Submission only in a manner that only certain specified users can view; for example, a private message to a chatbot (a “Limited Audience User Submission”), then you grant us the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Submission for the sole purpose of making that Limited Audience User Submission accessible to such other specified users, and providing the Services necessary to do so. Also, you grant such other specified users a license to access that Limited Audience User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.
g) If you share a User Submission publicly on the Services and/or in a manner that more than just you or certain specified users can view, or if you provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, a “Public User Submission”), then you grant us the licenses above, as well as a license to display, perform, and distribute your Public User Submission for the purpose of making that Public User Submission accessible to all Happilee users and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Submission in connection with the Services for any purpose. Also, you grant all other users of the Services a license to access that Public User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.
h) You agree that the licenses you grant are royalty-free, perpetual, sublicensable, irrevocable, and worldwide. All chatbots created through the Services will automatically include an attribution to Happilee. You agree not to remove, modify, or obscure the Happilee attribution. In addition, you hereby grant us a nonexclusive license to use any chatbots you create using the Services in Happilee’s marketing materials (such as on Happilee.io). Finally, you understand and agree that Happilee, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

7. Privacy Policy and User Data

a) You will always, during the term of this agreement, maintain appropriate technical and organizational measures to protect any Clients’ data that you collect, accesses or processes in connection with this agreement against unauthorized or unlawful use, disclosure, processing or alteration. You may act on your discretion in relation to the collection, use, disclosure, and processing of any such Clients’ data, but in all instances in accordance with all applicable laws, rules, and regulations. This data privacy obligation of you shall survive the expiry or premature termination of this agreement. You shall at all times comply with the data privacy requirements laid out in the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 framed under the Information Technology Act, 2000.
b) We do not explicitly collect any personal information such as age, gender, address, etc. unless shared.
c) We collect and process some or all of the following types of data from you during the course of using our HAPPILEE platform:
a. Personal information that you provide by filling in forms in the HAPPILEE platform. Specifically personal details such as name, email address, place of work, position, country, telephone number, or any information provided by you while you register for a HAPPILEE account. This information is essential for the delivery of our service.
b. For bulk message broadcasting, users provide recipients data such as phone numbers and, in some cases, names or other identifiers. We store this data temporarily for service delivery but do not use it for any other purposes.
c. Any information which is given directly to the authorised HAPPILEE Personal.
d. Any Sensitive Personal Data or Information (“SPDI”) that is collected, received, stored, transmitted or processed.
d) The data we collected is primarily used to enable the functionality of the HAPPILEE platform. This includes message delivery, account management, and troubleshooting.
e) We may use aggregated, non-identifiable data to analyse platform usage patterns and improve our services. This means individual data points are never singled out or studied independently.
f) We work with third-party cloud providers to securely store and manage user data. Our partners, such as AWS-Amazon web services, adhere to strict data protection standards.
g) We do not sell, rent, or trade your personal data or your recipient data to advertisers or other third parties.
h) Data Retention:
a. Message Retention: Messages sent via HAPPILEE are stored for a period of 30 days after sending, after which they are automatically deleted from our servers.
b. Account Data: If you choose to delete your HAPPILEE account, your personal data will be removed within 14 days. Please note, some residual data might remain in backups, but will be purged within 90 days.
i) Regarding Data Security, every data transmitted to and from HAPPILEE servers is encrypted using industry standard encryption protocols.
j) Only authorized HAPPILEE personnel have access to data, and strict access control measures are in place to ensure data and security.

8. Content Monitoring

a) Any information or content publicly posted or privately transmitted through the Services, and any chatbots created using the platform, are the sole responsibility of the person from whom such content originated. You should access all such information and content at your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it.
b) We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content. You hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the platform.
c) You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.
d) The Services may contain links or connections to third party websites or services that are not owned or controlled by us. When you access third party websites or use third party services, you accept that there are risks in doing so, and that we are not responsible for such risks. We encourage you to be aware of this and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. You are solely responsible for complying with the terms and conditions, any liability or commercial conditions set forth and arising from any third-party provider access that you connect to via the Platform.
e) We have no control over, and assume no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, we will not and cannot monitor, verify, censor or edit the content of any third-party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.
f) Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that we shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
g) If there is a dispute between participants on this site, or between users and any third party, or a dispute arising out of violation of terms and conditions set forth here for the use of the Platform, you agree that we are under no obligation to become involved. In the event that you have a dispute with one or more other users, you release us, our officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.

9. Disclaimer of Warranty

a) Risk
I. Neither Happilee, nor its licensors or suppliers, make any representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. We are not responsible for any links to third party websites, images, messages and any other content that is sent from the Service and the inclusion of any link does not imply an endorsement of a third-party website or service by us.
II. The services and content are provided by Happilee (and its licensors and suppliers) on an “as-is” basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or that use of the services will be uninterrupted or error-free.
III. any use of the services is at your own risk. the software may contain bugs, errors. we do not warrant the performance of the services, that the services will operate uninterrupted or error-free, or that the services will operate in accordance with any accompanying documentation.
IV. Neither Happilee, nor its licensors or suppliers, make any representations or warranties regarding the contents sent through our services. b) Use of Internet
I. Our Services are provided over the Internet. As such, the Services are subject to the operation of the Internet and telecommunications infrastructures as well as the operation of your Internet connection services, all of which are beyond our control.
II. We do not warrant that the services will be uninterrupted or that you will be able to access or use the Services at the location and times of your choosing. c) Technical Support
I. We provide all kinds of technical support for any issues/roadblocks to the usage of the available services, based on the following service levels:
● L1 Support: Low Severity Technical Issues will be resolved through Chatbots and L1 support team.
● L2 Support: Medium Severity Technical Issues will be resolved within 2-4 hours from the receipt of the ticket raised by you.
● L3 Support: High Severity Technical Issues will be allocated to the subject matter experts and resolution time dependents upon the complexity of the issue. The Technical Support and resolution of issues is subject to the provisions contained in Exemption Clause (section 10). You are required to contact us highlighting the level of support needed.
II. The support would be provided over email. All communications regarding the same are expected to be directed
III. We reserve the right not to provide a full technical support service to free or trial account users.
IV. You are solely responsible for the procurement of any hardware or services required to use the Services, including any computers, servers, or Internet access.

10. Exemption Clause

a) Happilee shall not be liable to you for any failures, non-compliance, delays and/or deficiencies in the performance of the Services, to the extent the same is attributable to;
(1) Force Majeure Event;
(2) delay or non-performance by any authority or any other Person that the you have partnered with or sought assistance of for the purpose of performing its obligation including but not limited to setting of IT infra facilities for the successful implementation of the Application;
(3) you and/or your representatives, agents or employees acts or omissions including, among other things, violations of law, wilful misconduct, negligent acts or breach of this Agreement);
(4) failure you to provide us, within a reasonable time, with any information or other material reasonably requested by the us or the relevant Authority for delivering the Application and/or performance of the Services;
(5) restrictions/constraints imposed by Applicable Laws; and
(6) such other reasons not directly attributable to the acts and omission of Happilee.
b) Further, Happilee shall not be responsible for non-compliances, delays and/or deficiencies in the performance of the Services in connection with the following events:
I. Interruptions due to scheduled maintenance, alteration, or implementation, where we provide at least 7 (Seven) days' prior notice to you and also interruption due to any emergency maintenance. The usual scheduled maintenance time will be during the late hours of the evening i.e., between 10:00 PM to 05:00 AM (IST). The usual maintenance time would not be more than 24 (Twenty-Four) hours;
II. Hardware failure;
III. Failure resulting from the acts and omission of a third-party service provided engaged by us for the provision of services ancillary to the Services, provided that we shall you informed of such third-party service provided;
IV. Failure/dysfunctionality or technical errors of yours or Client links, internet connectivity or your software, access circuits, local loop or any network not owned or managed by us;
V. Domain Name System issues not in scope and control of Happilee;
VI. Failure or malfunction resulting from applications or services provided by you or your authorized persons
VII. Unauthorized access to the Application;
VIII. Shutdown due to circumstances reasonably believed by us to be a significant threat to the Application, normal operation of our business, our facility;
IX. Failure or malfunction of any equipment or application or hardware or services not provided by us;
X. Any problems outside our facility network;
XI. Interruptions, delays or failures caused by you or your employees, such as, (1) inaccurate configuration; (2) non-compliant use of any software or application installed on the server; (3) you initiated server over utilization; (4) any problems related to the attacks on the machine such as hacking, attacks, and exploits; (5) any modification, servicing or addition made to the Application or the server by anyone other than us; (6) the use of the Services/API/Servers part of or in combination with any devices, parts or software or in a manner not authorized by us or contrary to our instructions; and
XII. Any issues arising from bugs or other problems in the software, firmware or hardware of yours and/or any third-party service provider.

11. Liability Limits

a) To the fullest extent allowed by applicable law, under no circumstances and under no legal theory (including, without limitation, tort, contract, strict liability, or otherwise) shall Happilee (or its licensors or suppliers) be liable to you or to any other person for
I. any indirect, special, incidental, or consequential damages of any kind, including damages for lost profits, loss of goodwill, work stoppage, accuracy of results, or computer failure or malfunction, or
II. any amount, in the aggregate, in excess of the greater of (i) Rs 100/- or (ii) the amounts paid by you to Happilee in connection with the services in the twelve (12) month period preceding this applicable claim, or
III. any matter beyond our reasonable control. some states do not allow the exclusion or limitation of certain damages, so the above limitation and exclusions may not apply to you.
b) We shall not be liable for any indirect, consequential, exemplary, incidental, special, or punitive damages, including loss of profits.
c) Except as stated in section, Happilee and its affiliates, officers, licensors, and/or contractors shall not be liable for any indirect, incidental, special or consequential damages, even if advised of the possibility of such damages. to the extent that a state does not permit the exclusion or limitation of liability as set forth herein, our liability is limited to the full extent permitted by law in such a state.

12. Indemnity

a) To the fullest extent allowed by applicable law, you agree to indemnify and hold us, and our affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (1) your use of the Services (including any actions taken by a third party using your account, including those mentioned in Section), (2) your violation of these Terms, or (3) your infringement upon any intellectual property or other proprietary right of any person or entity.
b) In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
c) We may, at our own expense, assume the defence and control of any matter otherwise subject to indemnification by you. Doing so shall not excuse your indemnity obligations in this Agreement. The terms of this paragraph will survive any termination or cancellation of the Agreement.

13. Ownership

a) Intellectual Property
The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, patents, non-patentable rights, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, source codes, programs, database rights, algorithms, modules, base codes, database, developments, computer software, file layout, derivative work, domain name, distributor list, logos, utility models, marketing ideas, business works, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world and you won’t use, copy, reproduce, reverse engineer, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Happilee’ s) rights.
b) All the rights, title and interest in and to the Application, and promotional materials and documentation of Happilee, including without limitation to all copyrights, patent rights, trademark and service mark rights, trade secret rights and other intellectual property rights are and will remain the property of Happilee or their rightful assigners, and such items may only be used by you as expressly permitted hereunder. you shall not remove, alter, or otherwise modify any copyright, trademark or other notices of proprietary interest contained in the Application, and promotional materials and documentation of Happilee.
c) You understand that we own the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain Content; please remember that just because this functionality exists, doesn’t mean that all the restrictions above don’t apply – they do!

14. Terms

a) Effective Date of Terms
I. The Terms mentioned here are a binding contract between you and us
II. The general terms are effective as of the first date that a customer or a user of the website accesses or uses the Happilee platform or website, until they are terminated by both or any of the parties in accordance with Section 14(b)&14(c)
III. This Agreement is effective until terminated by you or by us.
IV. The Subscription Period may be renewed by paying the fee as set forth on the Happilee website. This renewal fee may be charged automatically to the credit card used to initially pay for the Services.
b) Termination by You
I. You’re free to stop using the Services at any time; just email us at [email protected] to notify.
II. Services may be terminated by notifying Happilee of your intent to terminate this Agreement. Notification of termination must be sent by email [email protected]. Your termination will be effective upon Happilee’s receipt and processing of the email. Processing may take up to 48 hours.
c) Termination by Happilee
I. We are free to terminate (or suspend access to) your use of the Services or your account, for any reason at our discretion, including your breach of these Terms (as described in Section 3(i)). We have the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
II. We may terminate this Agreement at any time and for any reason. We may monitor its systems for excessive consumption of network resources and may take technical or other remedies deemed necessary to prevent or eliminate any excessive consumption. If we deem your use to be excessive, we may terminate your account or adjust the price of the Services.
III. Any Additional Services subscribed to post termination will be subject to review by us and can be availed only if found acceptable. The additional services will then be treated as a new registration and will be licensed only for the Subscription Period selected during the registration, and after payment of the relevant fees
d) Events upon Termination
I. Account termination may result in destruction of any chatbots and Content associated with your account, so keep that in mind before you decide to terminate your account.
II. We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important User Submissions you may have stored in your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of Happilee.
III. Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership of intellectual property rights, and terms regarding disputes between us.
IV. Upon termination, you must immediately cease using the Services. Upon termination, we may disable further use of the Services or related Services without further notice and may delete, remove, and erase any account information and any data stored by us. Such deletions are in our sole discretion and may occur without notice to you. No refunds shall be given for any reason.
e) Refunds on Termination
Section 5 (No Refunds) applies, regardless of the cause of termination, cancellation, or downgrade of subscription.

15. General

a) Jurisdiction
I. These Terms are governed by and will be construed under the laws of INDIA, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in INDIA, in English. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in Thiruvananthapuram, Kerala(state), India (Country). Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND HAPPILEE ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
II. These general terms shall be governed solely by the laws of India. Without regard to conflicts of law provisions thereof. You agree that the exclusive forum for any disputes arising out of or relating to this Agreement shall be an appropriate federal or state court sitting in India.
b) Force Majeure
We shall not be liable by reason of any failure or delay in performance of its obligation on account of an unforeseeable and irresistible event, including external causes with the same characteristics (a “Force Majeure”), which may include DOS attack, strikes, shortages, riots, fires, act of God, failure by a third-party hosting or utility provider, war, terrorism and government action.
c) Notice
I. Happilee may send notices to the customer’s email contact points provided by the customer, pursuant to these terms. You may send notices pursuant to these terms at. All notices will be considered received 24 hours after they are sent.
II. All questions, notices, demands, or requests to Happilee with respect to this Agreement shall be made in writing to [email protected]
d) Assignment & Successors
I. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Happilee’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
II. These Terms shall be binding upon and inure to the benefit of the Parties’ respective successors and assigns.
III. You may not assign or transfer, or purport to assign or transfer, any of your rights, duties, or obligations under the Agreement to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law, or otherwise. Happilee may assign or transfer this Agreement in its sole discretion.
e) Amendments
I. As we are constantly trying to improve our platform, the Terms may be subject to change.
II. We reserve the right, and may amend, the Terms of this agreement and related services offered under this agreement (including license fees, availability, equipment and Services requirements, and limits or restrictions on the use of Services or services) at any time, at our sole discretion without notice.
III. In case of any such amendments, we will bring it to your attention by notifying you through an email, post on Happilee website, and/or by some other means, as far as possible.
IV. The amendments made will be effective immediately after posting it. Continued use of the Services after the amendment constitutes your acceptance of the same.
V. If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services.
VI. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
f) Waiver
I. No waiver, delay or discharge by a party will be valid unless in writing and signed by an authorized representative of the party against which its enforcement is sought. Neither the failure of either party to exercise any right of termination nor the waiver of any default will constitute a waiver of the rights granted in the Agreement with respect to any subsequent or other default.
II. Failure by us to enforce any accrued rights under these Terms & Conditions is not to be taken as or deemed to be a waiver of those rights unless we acknowledge the waiver in writing.
g) Severability
I. The foregoing paragraphs, sub-paragraphs and clauses of these Terms & Conditions shall be read and construed independently of each other. Should any part of this agreement or its paragraphs, sub-paragraphs or clauses be found invalid it shall not affect the remaining paragraphs, sub-paragraphs and clauses.
II. If a provision of the Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of the Agreement will not be affected, impaired or invalidated. If the absence of the provision adversely affects the substantive rights of a party, the parties agree to replace the provision with a new provision that closely approximates the economic and proprietary results intended by the parties.
h) Entire Agreement
I. The Agreement, the Privacy Policy, Data Processing Agreement, and all other attached Schedules contain the entire and exclusive Agreement and understanding between the parties on the subject matter of the Agreement.
II. The Agreement supersedes all prior agreements, understandings and arrangements related to the subject matter. No representation, undertaking or promise made prior to the Agreement shall be effective or valid except as may be expressly stated in the Agreement.
i) Acceptance Signature

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