HAPPILY CONNECTED, LLC
TERMS AND CONDITIONS
The Following Terms and Conditions Govern the Use Services, and Products of Happily Connected, LLC and related websites of Happily Connected, LLC:
By using, viewing, or interacting with our website, our services, and any content, you hereby agree to these Terms and Conditions. You understand that Happily Connected is privately owned site which is owned by Happily Connected, LLC. Any reference herein to Happily Connected, LLC shall also mean Happily Connected.
Notice: Revisions to the following terms and conditions may occur at our sole discretion and you, the member (hereon referred to as “Member”), hereby agree to abide by and be subject to the Terms and Conditions as they are posted. We or Us, Happily Connected, LLC expressly hereby reserves the right to update these revisions without notice and to remove, change or update any and all information, materials, and copy (including, but not limited to, images/photographs) (hereon referred to as “content”) of this website at will. You are responsible to regularly review these terms and conditions for changes. Any of our other terms, conditions, rules, and/or policies are hereby incorporated into this agreement by reference and you agree to them as well.
When using the Happily Connected website, Member understands and agrees to the following:
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1. Warranty Disclaimer:
a. Happily Connected, LLC makes no promises, representations, warranties, guaranties, or otherwise that any promotions or advertisements placed with Happily Connected, LLC will result in the Member obtaining additional customers or revenue. Nor do we make any promises, representations, warranties, guaranties as to our websites or services accuracy, availability, completeness, timeliness, security, or liability. Happily Connected is provided on as available basis and any risk of using our services is assumed by you.
HAPPILY CONNECTED DISCLAIMS ALL WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
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b. The products and/or services provided under this agreement or a related agreement may be subject to limitations, delays and other problems (Force Majeure Events), including and without limitation wars, terrorist attacks, strikes, riots, earthquakes, hurricanes, tornadoes, internet congestion, attacks on or failure of infrastructure, viruses or malware, and denial of services attacks. Happily Connected, LLC, including its employees, shareholders, members, officers, agents, directors, heirs and/or assigns, are not responsible for any delays, delivery failures, or other events resulting from Force Majeure Events.
2. Limited Liability:
a. In no event shall Happily Connected, LLC be liable for direct, indirect damages, lost profits, or damages of any kind whatsoever arising out of or relating to the use of or inability to use the site.
b. If such failure occurs without fault of the Member, Member’s sole and exclusive remedy is the refund a pro-rata portion of any fees prepaid for the membership, based on the number of days since said failure. Member’s sole and exclusive remedy for errors is a written request for correction of the error by Happily Connected.
c. Notwithstanding any other provision of this agreement, Happily Connected, LLC shall not be liable for any consequential, special, incidental, punitive, direct, or indirect damages, or lost or imputed lost profits or royalties however causes.
3. Indemnification:
a. Member shall indemnify, defend and hold Happily Connected, LLC, including its employees, shareholders, members, officers, agents, directors, heirs and/or assigns, harmless from and against any and all loses, claims, liabilities, damages, attorney’s fees, costs and expenses arising out of, related to, or otherwise incurred as a result of, any actual or threatened claim, action, investigation, proceeding or suit for any reason whatsoever, known or unknown at the time of this agreement, including but not limited to, alleging that the licensing, copying, use, reproduction, modification or distribution of any information, copy or materials provided by Member (including Member submitted content) including, but not limited to, claims that the foregoing constitutes an infringement, dilution or unauthorized use of any intellectual property right, right of privacy, right of publicity or any other proprietary or contract right of any third party. Further, Member shall be responsible for any claims that we may have against the Member.
4. Member submitted Website Content:
a. Happily Connected, LLC is responsible for approving all final content. Happily Connected, LLC may request information from Member to substantiate that Member is properly authorized to publish the entire content and subject matter thereof content.
b. All content is subject to the approval of Happily Connected, LLC and the right is reserved to reject or exclude any content which is inappropriate or incompatible with the character of the Happily Connected, LLC website and Happily Connected, LLC is under no obligation to publish or post any or all content that is submitted, in Happily Connected, LLC’s sole discretion. In the event that we choose to reject or exclude any content you hereby agree not to bypass such action by us. We are not liable for reviewing all content submitted to us.
c. All submitted content is accepted subject to acts of God, fire, strikes, accidents, or other occurrences beyond Happily Connected, LLC’s control which prevent Happily Connected, LLC from partially or completely publishing the content.
d. All submitted content by the Member is not the responsibility of Happily Connected, LLC in terms of quality. The quality of the content is the sole responsibility of the Member.
e. Member agrees to indemnify and save Happily Connected, LLC, including its employees, shareholders, members, officers, agents, directors, heirs and/or assigns, harmless from and against any loss, expense or other liability, including but not limited to attorney’s fees and costs resulting from any claims or suits for libel, slander, violation of right of privacy, plagiarism, copyright or trademark infringement and any other claims or suits that may arise out of the publication of such content on the website, and from loss or damage to original content.
5. Content Usage License:
a. Member hereby grants to Happily Connected an unlimited, perpetual, irrevocable, fully paid, non-exclusive, worldwide, license to use, copy, distribute, display, modify, and to make derivatives in any content submitted.
b. Member hereby represents, warrants, and unconditionally guarantees that Member owns or has otherwise licensed the rights to all content submitted to Happily Connected and Member is of legal age and sufficient capacity to use our services.
c. Member shall indemnify, defend and hold Happily Connected, LLC, including its employees, shareholders, members, officers, agents, directors, heirs and/or assigns, harmless from and against any and all claims, costs (including attorney’s fees) and damages arising out of Happily Connected, LLC’s use of the Member content.
d. The Member hereby agrees not to use our site or services to copy, collect, or reproduce our content or our user information or otherwise interfere with our websites, services, or products. You agree not to provide any misleading or inappropriate information. You hereby agree that the name Happily Connected or similar variation of such name and any logos or trademarks, whether registered or not, are the sole property of Happily Connected, LLC.
6. Termination and Cancellation:
a. Any contract may be cancelled without notice by Happily Connected, LLC if Member fails to pay account when due. All payments shall be non-refundable. A service charge shall be assessed on all past due accounts in the amount of 1.5% per month or the highest amount allowed by law, whichever is less. Happily Connected, LLC may sue in a court of competent jurisdiction to collect the balance due and shall be entitled to recover all costs of collection including but not limited to attorney’s fees, court costs, service of process, etc. The Member hereby submits and agrees to the exclusive jurisdiction (personal or otherwise) and venue of the courts of Wilson County, Tennessee and hereby waives any right to contest such jurisdiction and venue.
b. In very rare cases, Member may be removed from website due to a reasonable and validated complaint from brides, colleagues, and others about their service, product, content, etc., in the sole discretion of Happily Connected, LLC
c. Should the Member for any reason request a cancellation of their membership, removal of their listing will take place within 7 days of written notice or as soon as practical thereafter. No refunds or credits will be provided.
d. Happily Connected, LLC may terminate this Agreement at any time for Member’s breach of this Agreement or failure to cooperate as necessary to accomplish the purposes of this Agreement.
e. Happily Connected may terminate this Agreement at any time for any other reason and shall refund a pro rata portion of the fees and costs prepaid by Member. Such refund shall be made within thirty (30) days from notice of termination from Happily Connected, LLC.
7. Miscellaneous:
a. No Assignment – Member shall not assign or transfer this Agreement via consent, operation of law, or otherwise without the prior written consent of Happily Connected, LLC. Any attempted assignment by Member shall be null and void.
b. Integration and modification – This Agreement along with the Happily Connected, LLC Contract, and the Happily Connected, LLC Privacy Policy, together constitute the entire Agreement between the parties and supersedes any other communications, representations, or agreements between the parties regarding the subject matter herein. This agreement shall not be modified except by the express written consent of Happily Connected, LLC.
c. Disputes between Member and Happily Connected, LLC regarding the website and Happily Connected services should be reported to support@happilyconnected.com. Happily Connected, LLC will attempt to resolve any disputes you have with Happily Connected, LLC. Because Happily Connected is a neutral website, Happily Connected is not responsible for resolving any disputes between Member and other Happily Connected members and/or users regarding services or transactions. Any claim or controversy arising out of or relating to use of the Website, to the goods or services provided through Happily Connected, this Agreement, or to any acts or omissions for which Member may contend Happily Connected is liable, including but not limited to any claim or controversy shall be governed as follows: This Agreement will be interpreted and enforced in accordance with the laws of the State of Tennessee, without regard to its conflict of laws principles of any state or jurisdiction. Any claim arising out of or related to this Agreement or the services or products provided herein or otherwise in which Happily Connected, LLC is a party, will likely become a party, or later becomes a party, shall be brought exclusively in the state courts located in Wilson County, Tennessee and Member hereby submits to the exclusive jurisdiction and venue of such courts regardless of where the Member resides or where the Member was located at the time of doing business with Happily Connected, LLC (except Happily Connected, LLC may seek injunctive relief anywhere necessary).
d. Agreement of Parties. Each of the parties represents that they sought and received counsel from an attorney at law in connection with this Agreement to the extent each party deemed such advice appropriate. The parties stipulate that this Agreement is the result of a negotiation between the parties and shall be construed as having been drafted by all parties. Therefore, the Agreement will not be construed in favor or against any party or parties on the grounds of having been drafted by said party or parties.
e. Severability. If any provision of this Agreement is held to be invalid by a court for any reason, it shall not affect the validity or enforceability of any other provision herein, but all other provisions of this Agreement shall remain in full force and effect.
f. Attorney Fees and Expenses. In the event it shall become necessary for Happily Connected, LLC to seek legal counsel to enforce any rights or duties granted under this Agreement, Happily Connected, LLC shall be entitled to recover its reasonable costs and attorneys’ fees so incurred from the Member.
g. Headings. The headings and captions of the paragraphs and sections of this Agreement are for convenience only and do not in any way modify or construe the intention of the parties or affect any of the provisions of this Agreement.
h. Authority to Bind. In the event this agreement is being entered into by an entity of any type, (regardless of whether it is a corporation, partnership, limited liability company, sole proprietorship, trust, or otherwise) the person executing this Agreement for and on behalf of the entity covenants that he or she has the power and authority to execute this Agreement for and on behalf of the entity; that upon the execution of same, the entity will recognize it as the act and business deed of entity and be fully bound thereby.
i. Waiver. The failure of Happily Connected, LLC to insist upon a strict performance of any term or condition of this agreement shall not be deemed a waiver of any right or remedy that Happily Connected, LLC may have and shall not be deemed a waiver of any subsequent breach of such term or condition.