Terms & Conditions

Last Updated: This agreement is effective as of February 12, 2026.

Welcome to Happ!

This Terms & Conditions agreement (the “Agreement”) is a contract between you and Happ Network Inc. (“Happ,” “we,” “us,” or “our”) governing your use of the Happ platform, including our website, mobile application, and all related services (collectively, the “Services”).

By creating an account or using the Services, you agree to comply with all of the terms and conditions in this Agreement. You also agree to comply with our Privacy Policy and Acceptable Use Policy, which are incorporated into this Agreement by reference.

We may revise this Agreement from time to time. If our changes reduce your rights or increase your responsibilities, we will provide you with at least 21 days’ notice. By continuing to use our Services after any changes become effective, you agree to be bound by those changes. If you do not agree with any changes, you may close your account.

1. About Happ

Happ is a platform designed for creative professionals — artists, designers, and independent creators — to manage their business relationships from proposal to final payment. Happ provides tools including, but not limited to:

Creating and sending professional proposals and offers
Generating and managing contracts and agreements
Issuing invoices and tracking payments
Managing client (“Collaborator”) relationships and communication
Accessing community features, member directory, and resources
Accessing educational content and pricing tools

Happ is a business management platform and payment facilitation service. Happ is not a bank, financial institution, law firm, or accounting firm. The tools we provide are designed to support your creative business, but they do not constitute legal, financial, or tax advice.

2. Creating Your Account

2.1 Eligibility

To use the Services, you must:

Be at least 18 years old or the age of majority in your jurisdiction
Be capable of entering into a legally binding agreement
Provide accurate, current, and complete registration information
Not have been previously suspended or removed from the Services

2.2 Account Responsibilities

You may only have one personal account. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You must keep your email address, phone number, and other contact information current in your account profile.

You agree to notify us immediately if you believe your account has been accessed without your authorization.

2.3 Account Verification

You authorize us, directly or through third parties, to make any inquiries we consider necessary to verify your identity and the information you provide. This may include requesting additional documentation or verifying your information against third-party databases.

3. Using the Services

3.1 Proposals and Offers

You may use Happ to create, customize, and send proposals and offers to potential collaborators (clients). Proposals created through Happ are generated based on the information and preferences you provide. You are solely responsible for reviewing the accuracy and completeness of any proposal before sending it. Happ does not guarantee that any proposal will be accepted by a recipient.

3.2 Contracts and Agreements

Happ provides tools to generate contracts and agreements for your creative collaborations. While Happ offers templates and frameworks to help structure your business agreements:

You are solely responsible for the content, terms, and enforceability of any contract you create or sign through the platform.
Happ does not provide legal advice. Contracts generated through our platform are tools to help structure your agreements, not legal guarantees.
We recommend consulting with a qualified legal professional for complex agreements or if you have questions about the enforceability of specific terms.
Happ is not a party to any contract or agreement between you and your collaborators.

3.3 Invoicing

You may use Happ to create and send invoices to your collaborators. You are responsible for:

The accuracy of all invoice details, including amounts, descriptions, and payment terms
Compliance with applicable tax laws and reporting requirements in your jurisdiction
Collecting and remitting any applicable taxes

Happ is not responsible for ensuring that your collaborators pay their invoices.

3.4 Payment Processing

Happ may facilitate payment processing through integrated third-party payment service providers. When you use payment features:

Payments are processed by our third-party payment partners, not directly by Happ.
You agree to comply with the terms and conditions of any third-party payment provider used through our platform.
Happ is not responsible for payment processing errors, delays, or failures caused by third-party payment providers or your financial institution.
Applicable fees for payment processing will be disclosed to you before you complete a transaction. Fee schedules are available on our Pricing page and may change from time to time.
You are responsible for any chargebacks, reversals, or disputes related to payments received through the platform.

3.5 The Happ-Standard

The “Happ-Standard” refers to our recommended best practices and frameworks for structuring creative collaborations. The Happ-Standard is provided as guidance and is not a legal standard or regulatory requirement. Adoption of the Happ-Standard is voluntary.

4. Community and Membership

4.1 Member Directory and Community Features

Happ may offer community features including a member directory, community events (“Happenings”), forums, and other collaborative tools. By participating in community features, you agree to:

Treat other members with respect and professionalism
Not use community features for spam, solicitation, or harassment
Comply with our Community Guidelines and Content Standards
Not share other members’ personal information without their consent

4.2 Founding Members and Badges

Happ may offer special membership tiers, badges, or designations (such as Pioneer, Connector, Mentor, Innovator, or Luminary). These designations are awarded at Happ’s discretion and may be modified or revoked at any time. Badges and designations do not constitute certifications, endorsements, or guarantees of quality.

4.3 Content You Post

When using Happ, you may post content including profile descriptions, portfolio items, project descriptions, comments, and other materials. You are solely responsible for all content you post. By posting content on Happ, you grant us a non-exclusive, worldwide, royalty-free license to use, display, reproduce, and distribute your content in connection with operating and promoting the Services.

You represent and warrant that you own or have the necessary rights to all content you post, and that your content does not infringe any third party’s intellectual property, privacy, or other rights.

4.4 Content Standards

You may not post or submit content that is:

False, misleading, inaccurate, or dishonest
Defamatory, harassing, threatening, or invasive of another person’s privacy
Harmful, obscene, offensive, or otherwise objectionable
Discriminatory or inciting hatred based on race, ethnicity, religion, nationality, disability, gender, age, or sexual orientation
Illegal, promoting criminal activity, or violating any applicable law
Infringing on intellectual property or proprietary rights of any party
Spam, advertising, or unsolicited commercial communications

5. Fees and Payments

Happ may charge fees for certain features, services, or subscription tiers. All applicable fees will be disclosed to you before you incur them and are detailed on our Pricing page.

Fees may include subscription fees, transaction fees, and premium feature fees.
All fees are quoted in the currency specified on our Pricing page.
Fees are non-refundable except as expressly stated in this Agreement or required by applicable law.
We reserve the right to change our fees at any time with at least 30 days’ prior notice. Continued use of the Services after a fee change constitutes acceptance of the new fees.
You are responsible for all applicable taxes related to your use of the Services.

6. Intellectual Property

6.1 Our Intellectual Property

“Happ,” the Happ logo, “Happ-Standard,” “Homebase,” “Happenings,” and all related trademarks, service marks, logos, and trade names are the property of Happ Technologies Ltd. or its licensors. You may not copy, imitate, modify, or use them without our prior written consent.

All right, title, and interest in and to the Happ platform, including its design, software, technology, and content (excluding user-generated content), are the exclusive property of Happ and its licensors.

6.2 Your Intellectual Property

You retain ownership of all content you create and upload to the platform, including proposals, contracts, invoices, portfolio items, and other business documents. Happ does not claim ownership over your content or your creative work.

The license you grant us under Section 4.3 is limited to what is necessary to operate, improve, and promote the Services, and does not transfer ownership of your content to us.

6.3 Intellectual Property Complaints

We respect the intellectual property of others. If you believe your intellectual property rights have been infringed by content on the Happ platform, please contact us at legal@happ.co with details of the alleged infringement. We will respond to valid notices in accordance with applicable law.

7. Privacy and Data Protection

Your privacy is important to us. Our collection, use, and sharing of your personal information is governed by our Privacy Policy, which is incorporated into this Agreement by reference.

By using the Services, you acknowledge that you have read and understood our Privacy Policy and consent to the collection and use of your information as described therein.

You are responsible for complying with applicable data protection laws in your jurisdiction, particularly with respect to any personal information you collect from your collaborators through the platform.

8. Restricted Activities

In connection with your use of the Services, you must not:

Breach this Agreement, our Privacy Policy, Acceptable Use Policy, or Community Guidelines
Violate any applicable law, statute, ordinance, or regulation
Infringe any third party’s intellectual property, privacy, or other rights
Create or control more than one account without our express authorization
Provide false, inaccurate, or misleading information
Use the Services for any fraudulent, deceptive, or illegal purpose
Interfere with or disrupt the Services, servers, or networks connected to the Services
Attempt to gain unauthorized access to any part of the Services or other accounts
Use any automated means (bots, scrapers, etc.) to access the Services without our written permission
Use the Services to send spam, unsolicited communications, or marketing materials
Reverse engineer, decompile, or disassemble any part of the Services
Use the Services in any manner that could damage, disable, or impair the Services
Harass, threaten, or abuse other members, collaborators, or our staff
Circumvent any security measures or access restrictions

9. Account Suspension and Termination

9.1 By You

You may close your account at any time by contacting us or through your account settings. Upon closure:

Any outstanding invoices or pending transactions should be resolved before closing
You will remain liable for all obligations related to your account even after closure
We may retain certain information as required by law or for legitimate business purposes

9.2 By Happ

We may suspend, limit, or terminate your account and access to the Services at any time if:

You breach this Agreement or any of our policies
We are required to do so by law or regulation
We reasonably believe your account has been compromised
We reasonably believe you are engaged in fraudulent or illegal activity
Your use of the Services poses a risk to Happ, our members, or third parties

If we suspend or terminate your account, we will provide you with notice and, where possible, an explanation. We will make any unrestricted content and data available for download for a reasonable period following termination.

10. Disclaimers

10.1 No Warranty

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not guarantee that the Services will be uninterrupted, secure, or error-free. We do not guarantee the accuracy, completeness, or usefulness of any content, templates, or tools provided through the Services.

10.2 Not Legal, Financial, or Tax Advice

Nothing in the Services constitutes legal, financial, accounting, or tax advice. Contract templates, pricing frameworks, and business tools provided through Happ are for informational and organizational purposes only. You should consult qualified professionals for advice specific to your situation.

10.3 Third-Party Services

The Services may integrate with or contain links to third-party services, including payment processors, cloud storage providers, and other tools. We are not responsible for the availability, accuracy, or content of third-party services, and your use of such services is at your own risk and subject to their respective terms and conditions.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HAPP AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES.

OUR TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID TO HAPP IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED US DOLLARS ($100).

THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF HAPP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Indemnification

You agree to defend, indemnify, and hold harmless Happ and its directors, officers, employees, agents, and affiliates from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or related to:

Your breach of this Agreement or any of our policies
Your use of the Services
Your content or any content posted through your account
Any contract, agreement, or transaction between you and your collaborators
Your violation of any law or the rights of any third party
Any dispute between you and a collaborator or other member

13. Dispute Resolution

13.1 Informal Resolution

Before filing any formal claim, you agree to first contact us at legal@happ.network and attempt to resolve the dispute informally for at least 30 days. Most concerns can be resolved quickly and to your satisfaction through our support channels.

13.2 Arbitration Agreement

If we cannot resolve a dispute informally, you and Happ agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the Services shall be resolved through binding arbitration, rather than in court, except that either party may bring claims in small claims court if eligible.

Arbitration shall be conducted by a mutually agreed-upon arbitration body under its applicable rules. The arbitration shall be conducted in the English language.

13.3 Class Action Waiver

YOU AND HAPP AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.

13.4 Opt-Out

You may opt out of this arbitration agreement by sending a written notice to legal@happ.co within 30 days of accepting this Agreement for the first time. Your notice must include your name, account username, email address, and a clear statement that you wish to opt out of the arbitration agreement.

14. General Terms

14.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of law principles.

14.2 Entire Agreement

This Agreement, together with the Privacy Policy, Acceptable Use Policy, and any other policies referenced herein, constitutes the entire agreement between you and Happ regarding the Services and supersedes all prior agreements and understandings.

14.3 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14.4 Waiver

Our failure to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision.

14.5 Assignment

You may not transfer or assign any rights or obligations under this Agreement without our prior written consent. We may transfer or assign this Agreement or any rights under it at any time.

14.6 Modifications to the Services

We reserve the right to modify, suspend, or discontinue any part of the Services at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.

14.7 Force Majeure

Happ shall not be liable for any failure or delay in performing its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to natural disasters, war, terrorism, pandemics, government actions, power failures, internet disruptions, or third-party service provider failures.

15. Communications

By creating an account, you consent to receive electronic communications from us regarding your account, the Services, and related matters. You may opt out of marketing communications at any time through your account settings or by following the unsubscribe instructions in our emails.

Legal notices from you to Happ must be sent to: legal@happ.network or by postal mail to the address listed on our website.

16. Contact Us

If you have questions about this Agreement or the Services, please contact us:

Email: team@happ.network

Legal inquiries: legal@happ.network

Website: www.happ.network