Terms of Service
PLEASE BE AWARE THAT SECTION 17 OF THE AGREEMENT BELOW CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND TEN PERCENT HAPPIER HAVE AGAINST EACH OTHER WILL BE RESOLVED, INCLUDING WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THE AGREEMENT. SECTION 17 CONTAINS, AMONG OTHER THINGS, AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND TEN PERCENT HAPPIER BE RESOLVED BY BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN 30 DAYS OF THE EFFECTIVE DATE OF THE AGREEMENT: (1) YOU AND TEN PERCENT HAPPIER WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST THE OTHER PARTY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND EACH OF US WAIVES OUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) EACH OF US IS WAIVING OUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
IF YOU SUBSCRIBE TO THE APPLICATION FOR A TERM (THE “INITIAL TERM”), THEN THESE TERMS WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT TEN PERCENT HAPPIER’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU OPT OUT OF THE AUTO-RENEWAL IN ACCORDANCE WITH SECTION 4.1(B) BELOW.
PLEASE BE AWARE THAT SECTION 2.5 OF THE TERMS BELOW CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING, AS APPLICABLE, VIA E-MAIL, TEXT MESSAGE, CALLS AND PUSH NOTIFICATION.
THE TEN PERCENT HAPPIER PARTIES (AS DEFINED IN SECTION 10) DO NOT THEMSELVES PROVIDE SERVICES REQUIRING PROFESSIONAL LICENSURE (E.G., PHYSICIAN, DOCTOR, OR OTHER MEDICAL PROFESSIONAL SERVICES) AND THE SERVICES PROVIDED BY THE WEBSITE AND/OR APPLICATION DO NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, MEDICAL ADVICE OR OPINION. THE TEN PERCENT HAPPIER PARTIES DO NOT REPRESENT THAT THEIR COACHES ARE OPERATING UNDER ANY LICENSING AUTHORITY WHEN PROVIDING SERVICES AS COACHES THROUGH THE SERVICE. USE OF THE SERVICES IS NOT FOR MEDICAL EMERGENCIES. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911 OR GO TO THE NEAREST OPEN CLINIC OR EMERGENCY ROOM.
1. How our services work
The Services are designed to help you (“End User”) build (or boost) your meditation practice through guided meditations, videos, talks, sleep content, coaching and more. To access most features of the Services, you must have a valid monthly or annual subscription (“Subscription”). As part of the Services, Ten Percent Happier provides a platform that facilitates connections between End Users looking for mindfulness and meditation coaching and coaches (“Coaches”) seeking to provide such mindfulness and meditation coaching to End Users (collectively, the “Coaching Services”). End Users can book these Coaching Services through the Services, as individual 1-on-1 coaching sessions (each, a “Session”), a 1-on-1 Subscription to Coaching Services or group Coaching Services. The Coaching Services are not medical, mental health or any other type of health service, such as psychotherapy or mental health counseling. No diagnosis or treatment of, or advice regarding, any medical or mental health condition or illness will be offered. The services provided by the Coaches cannot substitute for, and are not an alternative to, medical, psychiatric, psychological, psychotherapy, or other healthcare diagnosis and treatment when a medical or mental health condition or illness is present. You are advised to seek diagnosis, treatment, and advice regarding medical or mental conditions or illnesses from physicians practicing medicine, psychotherapists, psychologists, and other licensed healthcare and mental health professionals. Coaches are not allowed to use the Coaching Services to engage in rendering any type of psychological or healthcare advice for any End User or for his or her particular situation. Under no circumstances will any of End User’s interactions with any coach be deemed or construed to create a physician-patient relationship or a fiduciary duty of any kind whatsoever. IF TEN PERCENT HAPPIER BECOMES AWARE OF OR SUSPECTS ANY MEDICAL OR MENTAL CONDITIONS OR ILLNESS, TEN PERCENT HAPPIER MAY, AT ITS SOLE DISCRETION, TERMINATE ALL OR ANY PORTION OF THE SERVICES.
PLEASE NOTE THAT, AS STATED ABOVE, THE SERVICES ARE INTENDED TO BE USED TO FACILITATE THE CONNECTION OF END USERS AND COACHES FOR THE PURPOSES OF ARRANGING SESSIONS THROUGH THE APPLICATION, BUT YOU AGREE THAT TEN PERCENT HAPPIER HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY COACHING SERVICES OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS. ANY COACHING SERVICES ARE PROVIDED BY COACHES AND NOT BY TEN PERCENT HAPPIER, AND END USERS ACCEPT COACHING SERVICES AT AN END USER’S OWN RISK.
COACHES ARE NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS, OR FRANCHISEES OF TEN PERCENT HAPPIER. TEN PERCENT HAPPIER DOES NOT PERFORM THE COACHING SERVICES AND DOES NOT EMPLOY OR ENGAGE COACHES TO PERFORM SUCH OBLIGATIONS. USERS HEREBY ACKNOWLEDGE THAT TEN PERCENT HAPPIER DOES NOT SUPERVISE, DIRECT, CONTROL OR ACCEPT ANY RESPONSIBILITY FOR COACHING SERVICES BUT MAY MONITOR AND FACILITATE COACHING SERVICES MADE THROUGH THE SERVICES.
2. USE OF SERVICES
The Services, and the information and content available on them, are protected by applicable intellectual property laws. Unless subject to a separate license between you and Ten Percent Happier, your right to use any and all Services is subject to these Terms.
2.1 App License
Subject to your compliance with the Terms, Ten Percent Happier grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single mobile device that you own or control and to run such copy of the Application solely for your own personal or internal business purposes. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use such App Store Sourced Application (a) on an Apple-branded product that runs iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Notwithstanding the first sentence in this section, with respect to any Application accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of such Google Play Sourced Application on a shared basis within your designated family group.
You understand that the Services are evolving. You acknowledge and agree that Ten Percent Happier may update the Services with or without notifying you. You may need to update third-party software from time to time in order to receive the Services or use the Services.
2.3 Certain Restrictions
The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services, including the Website, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form) of Ten Percent Happier; (c) you shall not use any metatags or other “hidden text” using Ten Percent Happier’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access the Services in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services. Any future release, update or other addition to the Services shall be subject to the Terms. Ten Percent Happier, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of the Services terminates the licenses granted by Ten Percent Happier pursuant to the Terms.
2.4 Third-Party Materials
As a part of the Services, you may have access to materials that are hosted by another party. You agree that it is impossible for Ten Percent Happier to monitor such materials and that you access these materials at your own risk.
2.5 Ten Percent Happier Communications
By entering into the Terms or using the Services, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your Account or the use of the Services, updates concerning new and existing features on the Services, communications concerning promotions run by us or our third-party partners, and news concerning the Ten Percent Happier and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages that we send. IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF.
3.1 Registering Your Account
In order to access certain features of the Services you may be required to become a Registered User. For purposes of the Terms, a “Registered User” is a user who has registered an account with Ten Percent Happier through the Services (“Account”), has a valid account on a social networking service (“SNS”) through which the user has connected to the Services (each such account, a “SNS Account”), or has an account with the provider of the Application for the user’s mobile device.
3.2 Access Through an SNS
If you access the Services through a SNS as part of the functionality of the Services or the Application, you may link your Account with SNS Accounts by allowing Ten Percent Happier to access your SNS Account, as is permitted under the applicable terms and conditions that govern your SNS Account. You represent that you are entitled to grant Ten Percent Happier access to your SNS Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your SNS Account and without obligating Ten Percent Happier to pay any fees or making Ten Percent Happier subject to any usage limitations imposed by such SNS. By granting Ten Percent Happier access to any SNS Accounts, you understand that Ten Percent Happier may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and other materials accessible through the Services (collectively, “Content”) that you have provided to and stored in your SNS Account (“SNS Content”) so that it is available on and through the Services via your Account. Unless otherwise specified in the Terms, all SNS Content shall be considered to be Your Content (as defined in Section 3.1 (Types of Content)) for all purposes of the Terms. Depending on the SNS Accounts you choose and subject to the privacy settings that you have set in such SNS Accounts, personally identifiable information that you post to your SNS Accounts may be available on and through your Account on the Services. Please note that if a SNS Account or associated service becomes unavailable, or Ten Percent Happier’s access to such SNS Account is terminated by the SNS, then SNS Content will no longer be available on and through the Services. You have the ability to disable the connection between your Account and your SNS Accounts at any time by accessing the “Settings” section of the Services. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE SNS PROVIDERS ASSOCIATED WITH YOUR SNS ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH SNS PROVIDERS, AND TEN PERCENT HAPPIER DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH SNS PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH SNS ACCOUNTS. Ten Percent Happier makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Ten Percent Happier is not responsible for any SNS Content.
3.3 Registration Data
In registering an Account through the Services [or submitting a form to express interest in opportunities with Ten Percent Happier], you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) at least eighteen (18) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using Services under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of Services by minors. You may not share your Account or password with anyone, and you agree to (x) notify Ten Percent Happier immediately of any unauthorized use of your password or any other breach of security; and (y) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Ten Percent Happier has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Ten Percent Happier has the right to suspend or terminate your Account and refuse any and all current or future use of Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account per platform at any given time. Ten Percent Happier reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Services if you have been previously removed by Ten Percent Happier, or if you have been previously banned from any of the Services.
3.4 Necessary Equipment and Software
You must provide all equipment and software necessary to connect to the Application. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.
4.1 Payments Terms for End User
a) General. As an End User, you agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide Ten Percent Happier with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) or PayPal account (“Payment Provider”) in order to purchase any of the options offered on the Services. Your Payment Provider agreement governs your use of the designated credit card or PayPal account, and you must refer to that agreement and not the Terms to determine your rights and liabilities. By providing Ten Percent Happier with your credit card number or PayPal account and associated payment information, you agree that Ten Percent Happier is authorized to immediately invoice your account for all fees and charges due and payable to Ten Percent Happier hereunder and that no additional notice or consent is required. You agree to immediately notify Ten Percent Happier of any change in your billing address or the credit card or PayPal account used for payment hereunder. Ten Percent Happier reserves the right at any time to change its prices and billing methods, either immediately upon posting on Services or by e-mail delivery to you.
b) Subscription Automatic Renewal. Your Subscription will continue indefinitely until terminated in accordance with the Terms. After your initial Subscription period, and again after any subsequent Subscription period, your Subscription will automatically commence on the first day following the end of such period (each, a “Renewal Commencement Date”) and continue for an additional equivalent period, at Ten Percent Happier’s then-current price for such Subscription. You agree that your Account will be subject to this automatic renewal feature unless you cancel your Subscription at least (a) twenty-four (24) hours prior to the Renewal Commencement Date. If you do not wish your Account to renew automatically, or if you want to change or terminate your Subscription, you can manage your Subscription by contacting email@example.com, or by going to the “iTunes Account” settings page or the Google Play subscriptions page. If you cancel your Subscription, you may use your Subscription until the end of your then-current Subscription term; your Subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the Subscription fee paid for the then-current Subscription period. By subscribing, you authorize Ten Percent Happier to charge your Payment Provider now, and again at the beginning of any subsequent Subscription period. Upon renewal of your Subscription, if Ten Percent Happier does not receive payment from your Payment Provider, (i) you agree to pay all amounts due on your Account upon demand, and/or (ii) you agree that Ten Percent Happier may either terminate or suspend your Subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new Subscription commitment period will begin as of the day payment was received).
c. Payment Terms to Coaches. Coach acknowledges and agrees that: (i) Coach has the ability to set the Session prices displayed to End Users for any Coaching Services; (ii) Ten Percent Happier is entitled to collect the Gross Revenues (as defined below) through its third-party payment provider as set forth in Section 4.4; and (iii) that prior to remitting Coach’s portion of such fees, Ten Percent Happier will deduct (a) any credit card processing fees associated with payments received from End Users or sent to Coach, and (b) Ten Percent Happier’s platform fee, which is equal to [twenty percent (20%)] of the Gross Revenues (collectively, “Deductions”). “Gross Revenues” means all revenue received by Ten Percent Happier from each Session transaction with an End User. Ten Percent Happier will then release the funds from escrow and remit the remaining amount of Gross Revenues, following the Deductions, to Coach’s Account within seventy-two (72) hours of receipt of Gross Revenues from Ten Percent Happier, at which point Coach may claim the funds. To claim the funds from Coach’s Account, Coach may manually transfer such funds to a bank account linked to his or her Account, or transfer it to an eligible debit card or bank account linked to his or her Account, subject to any fees that may be applicable to such transfers.
4.2 Payments Terms for Coaches
Please refer to your Platform Agreement for information on any fees as negotiated separately by Ten Percent Happier and Coaches.
The Subscription payments required under Section 4.1(b) of these Terms do not include any Sales Tax that may be due in connection with the services provided under the Terms. If Ten Percent Happier determines it has a legal obligation to collect a Sales Tax from you in connection with the Terms, Ten Percent Happier may collect such Sales Tax in addition to the payments required under Section 4.1(b) of the Terms. If any services, or payments for any services, under the Terms are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Ten Percent Happier, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Ten Percent Happier for any liability or expense Ten Percent Happier may incur in connection with such Sales Taxes. Upon Ten Percent Happier’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
4.4 Third-Party Payment Provider
4.5 Free Trials
Any free trial or other promotion that provides Subscription level access to the Services must be used within the specified time of the trial. At the end of the trial, Ten Percent Happier will not send you a notice that your free trial has ended and that payment for your Subscription is due. If you wish to avoid charges to your Payment Provider, you must cancel your Subscription prior to midnight Eastern Time on the last day of your free trial. You may cancel your Subscription at any time as set forth in Section 4.1(b). If you cancel your Subscription during a free trial, cancellation may be effective immediately.
4.6 Cancellation of Coaching Services
a) 1-on-1 Coaching Subscriptions. You may cancel a Coaching Subscription at any time . If you cancel your Coaching Subscription, you may use any available Sessions as part of your Coaching Subscription until six (6) months following your cancellation of such Coaching Subscription; after that six (6) month rollover period, your Coaching Subscription will not be renewed. However, you will not be eligible for a refund of any portion of the Subscription fee paid for the then-current Subscription.
b) 1-on-1 Sessions. You may cancel a Session at any time, without penalty, up until forty-eight (48) hours prior to such Session. If you, as an End User, cancel outside of the forty-eight (48) hour window, or a Coach cancels outside of the forty-eight (48) hour window, you will receive all amounts prepaid for the Session and/or the Session shall be rescheduled; however, if you, as an End User, cancel within the forty-eight (48) hour window or no-shows the Session, you will not be refunded any amount prepaid for the Session. Upon the first no-show by the Coach, the Session shall be rescheduled; if the Coach no-shows for a second time, the End User will have the opportunity to pick a new Coach. Ten Percent Happier reserves the right to establish, remove and/or revise our cancellation policy or cancellation fees at any time in our discretion.
c) Group Coaching. You may cancel a group coaching Session at any time, without penalty, up until seven (7) days within the start of the course. If you cancel outside of the seven (7) day window, you will receive all amounts prepaid for the Session and/or transfer the booking to another comparable group coaching Session; however, if you cancel within the seven (7) day window or no-show the group coaching Session, you will not be refunded any amount prepaid for the group coaching Session.
End Users shall not engage Coaches and Coaches shall not solicit End Users outside of the Application, whether directly or indirectly, for the Coaching Services. In the event a Coach induces, suggests, or otherwise solicits any End User’s request for Coaching Services outside the Application, or an End User attempts to engage the Coach for Coaching Services outside of the Services, without limiting any available other remedies, Ten Percent Happier shall have the right to immediately terminate the End User and/or Coach Accounts, as applicable, without notice, with no liability and no further obligation to either the End User or Coach.
5. Responsibility for content
5.1 Types of Content
You acknowledge that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Services (collectively, “Content”), is the sole responsibility of the party from whom such Content originated. This means that you, and not Ten Percent Happier, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise share or make available through the Services (“Your Content”), and that you and other Registered Users of the Services, and not Ten Percent Happier, are similarly responsible for all Content they Make Available through the Services (“User Content”).
5.2 No Obligation to Pre-Screen Content
You acknowledge that Ten Percent Happier has no obligation to pre-screen User Content, although Ten Percent Happier reserves the right in its sole discretion to pre-screen, refuse or remove any User Content. By entering into the Terms, you hereby provide your irrevocable consent to Ten Percent Happier’s monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation messages that you send using the Services. In the event that Ten Percent Happier pre-screens, refuses or removes any of Your Content, you acknowledge that Ten Percent Happier will do so for Ten Percent Happier’s benefit, not yours. Without limiting the foregoing, Ten Percent Happier shall have the right to remove any of Your Content that violates the Terms or is otherwise objectionable.
5.3 Content and Use Guidelines
As a condition of use, you agree not to make available any Content or take any action using the Services that: (i) may constitute, contribute to, depict, or encourage a crime, illegal or terrorist activity, or a violation or infringement of any third party’s rights; (ii) is unlawful, harmful, threatening, abusive, harassing, inflammatory, defamatory, libelous, discriminatory, deceptive, fraudulent, invasive of another’s privacy, tortious, offensive, vulgar, hateful, or is racially, ethnically, or otherwise objectionable (in our sole discretion); (iii) posts or submits a photograph of another person without that person’s permission; (iv) contains adult content, including obscene, pornographic, and/or sexual terms, descriptions and/or images, nudity, profanity, or graphic violence; (v) may create a risk of, glorify, encourage, or threaten violence, harm, physical or mental injury, emotional distress, death, disability, disfigurement, self-harm, or any other loss or damage to you or any other person or to any animal or to any property; (vi) exploits political agendas or “hot button” issues for commercial use, or that contains hate speech based upon the race, sex, national origin, religious affiliation, marital status, sexual orientation, gender identity, or language of an individual or group; (vii) you do not have the right to Make Available or to take under any law under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (viii) deceptively impersonates another person or entity or contains information that is fraudulent or that you know is not correct and current; (ix) harms minors in any way, or solicits or otherwise attempts to gain any information from a minor; (x) forges headers or otherwise manipulates identifiers in order to disguise the origin of any Content or other materials transmitted to or through the Services; or (xi) we deem in violation of these Terms.
Unless expressly agreed to by Ten Percent Happier in writing elsewhere, Ten Percent Happier has no obligation to store any of Your Content. Ten Percent Happier has no responsibility or liability for the deletion or accuracy of any User Content, including Your Content; the failure to store, transmit or receive transmission of any User Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for choosing the appropriate level of access to Your Content. If you do not so choose, the Services may default to its most permissive setting. You agree that Ten Percent Happier retains the right to create reasonable limits on Ten Percent Happier’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits as otherwise determined by Ten Percent Happier in its sole discretion.
Except with respect to Your Content and other User Content, you agree that Ten Percent Happier and its suppliers own all rights, title and interest in the Services. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, or the Services.
Ten Percent Happier’s name and all related stylizations, graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of Ten Percent Happier and may not be used without permission in connection with any third-party products or services. Third party trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.
6.3 Your Content
Ten Percent Happier does not claim ownership of Your Content. However, when you post or publish Your Content on or in any Services, you represent that you own or have all necessary rights to post or publish Your Content on or in the Services.
6.4 License to Your Content
Subject to any applicable Account settings that you select, you grant Ten Percent Happier a fully paid, royalty-free, worldwide, non-exclusive right (including any moral rights) and license to use, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing the Services to you and to our other Registered Users. Please remember that other Registered Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the Services. You agree that you, not Ten Percent Happier, are responsible for all of Your Content. You may not post a photograph of another person without that person’s permission.
Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments, or any other area on the Services, you hereby expressly permit Ten Percent Happier to identify you by your username (which may be a pseudonym) as the contributor of Your Content.
You agree that submission of any ideas, suggestions, documents, and/or proposals to Ten Percent Happier through its suggestion, feedback, wiki, forum, or similar pages (“Feedback”) is at your own risk and that Ten Percent Happier has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Ten Percent Happier a fully paid, royalty-free, perpetual, irrevocable, worldwide, and non-exclusive right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services and/or Ten Percent Happier’s business.
7. user conduct
As a condition of use, you agree not to use any of the Services for any purpose that is prohibited by these Terms or by applicable law. You shall not (and shall not permit any third party) either (a) take any action or (b) make available any Content on or through the Services that: (i) infringes, misappropriates or otherwise violates any intellectual property right, right of publicity, right of privacy or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Ten Percent Happier’s prior written consent; (v) impersonates any person or entity, including any employee or representative of Ten Percent Happier; (vi) interferes with or attempt to interfere with the proper functioning of the Services or uses the Services in any way not expressly permitted by the Terms; or (vii) attempts to engage in or engage in, any potentially harmful acts that are directed against the Services, including but not limited to violating or attempting to violate any security features of the Services, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Services.
Ten Percent Happier may, but is not obligated to, monitor or review the Services and Content at any time. Without limiting the foregoing, Ten Percent Happier shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law. Although Ten Percent Happier does not generally monitor user activity occurring in connection with the Services or Content, if Ten Percent Happier becomes aware of any possible violations by you of any provision of the Terms, Ten Percent Happier reserves the right to investigate such violations, and Ten Percent Happier may, at its sole discretion, immediately terminate your license to use the Services, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
8. interactions with other users
8.1 User Responsibility
You are solely responsible for your interactions with other Users of the Services and any other parties with whom you interact through the Services; provided, however, that Ten Percent Happier reserves the right, but has no obligation, to intercede in such disputes. End Users and Coaches agree that Ten Percent Happier will not be responsible for any liability incurred as the result of such interactions. YOU UNDERSTAND THAT TEN PERCENT HAPPIER MAY, BUT IS NOT OBLIGATED TO, CONDUCT CRIMINAL BACKGROUND CHECKS OR EVALUATE THE CREDENTIALS OF ANY END USER OR COACH. TEN PERCENT HAPPIER MAY, BUT IS NOT OBLIGATED TO, INQUIRE INTO THE BACKGROUNDS OF ITS END USERS OR COACHES OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS END USERS OR COACHES. TEN PERCENT HAPPIER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF END USERS OR COACHES. TEN PERCENT HAPPIER RESERVES THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS (SUCH AS SEX OFFENDER REGISTER SEARCHES) AT ANY TIME AND USING AVAILABLE PUBLIC RECORDS.
8.2 Content Provided by Coaches
The Coaching Services may contain Coach-provided Content. Ten Percent Happier is not responsible for and does not control any Coach-provided Content. Ten Percent Happier has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to Coach-provided Content. You use all Coach-provided Content and interact with Partners at your own risk.
8.3 Content Provided by Other Users
The Services may contain User Content provided by other Users. Ten Percent Happier is not responsible for and does not control User Content. Ten Percent Happier has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk.
9. third-party services
9.1 Third-Party Websites, Applications and Ads
The Services may contain links to third-party websites (“Third-Party Websites”), applications (“Third-Party Applications”), and advertisements for third parties (“Third-Party Ads”). When you click on a link to a Third-Party Website, Third-Party Application, or Third-Party Ad, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications, and Third-Party Ads are not under the control of Ten Percent Happier. Ten Percent Happier is not responsible for any Third-Party Websites, Third-Party Applications, or Third-Party Ads. Ten Percent Happier provides these Third-Party Websites, Third-Party Applications, and Third Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Applications, or Third-Party Ads, or any product or service provided in connection therewith. You use all links in Third-Party Websites, Third-Party Applications, and Third-Party Ads at your own risk. When you leave our Website, these Terms and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, Third-Party Applications, or Third-Party Ads, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
9.2 App Stores
You acknowledge and agree that the availability of the App Services is dependent on the third party from whom you received the Application license, e.g., the Apple App Store, or Google Play Store (the “App Store”). You acknowledge that the Terms are between you and Ten Percent Happier and not with the App Store. Ten Percent Happier, not the App Store, is solely responsible for the App Services, including the App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the App. You agree to comply with, and your license to use the App is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using the App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Terms and will have the right to enforce it.
9.3 Accessing and Downloading the Application from iTunes
The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
- You acknowledge and agree that (i) the Terms are concluded between you and Ten Percent Happier only, and not Apple, and (ii) Ten Percent Happier, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
- You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
- In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Ten Percent Happier and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Ten Percent Happier.
- You and Ten Percent Happier acknowledge that, as between Ten Percent Happier and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
- You and Ten Percent Happier acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Ten Percent Happier and Apple, Ten Percent Happier, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Terms.
- You and Ten Percent Happier acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
9.4 Accessing and Downloading the Application from Google Play
The following applies to any Google Play Sourced Application accessed through or downloaded from Google Play:
- You acknowledge and agree that (i) the Terms are concluded between you and Ten Percent Happier only, and not Google, Inc. (“Google”), and (ii) Ten Percent Happier, not Google, is solely responsible for the Google Play Sourced Application and content thereof. Your use of the Google Play Sourced Application must comply with the Google Play Terms of Service.
- Google is only a provider of Google Play where you obtained the Google Play Sourced Application.
- Ten Percent Happier, and not Google, is solely responsible for its Google Play Sourced Application;
- Google has no obligation or liability to you with respect to Ten Percent Happier’s Google Play Sourced Application or these Terms; and
- You acknowledge and agree that Google is a third-party beneficiary to the Terms as it relates to Ten Percent Happier’s Google Play Sourced Application.
You agree to indemnify and hold Ten Percent Happier, Coaches, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively the “Ten Percent Happier Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of any Services in violation of the Terms; (c) your violation of any rights of another party, including any User; or (e) your violation of any applicable laws, rules or regulations. Ten Percent Happier reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Ten Percent Happier in asserting any available defenses. This provision does not require you to indemnify any of the Ten Percent Happier Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Application or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Terms and/or your access to Services.
11. disclaimer of warranties
11.1 As Is
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TEN PERCENT HAPPIER PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- TEN PERCENT HAPPIER PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. TEN PERCENT HAPPIER MAKES NO GUARANTEE THAT COACHES WILL SECURE ANY END USERS OR THAT COACHES WILL EARN ANY AMOUNTS UNDER THESE TERMS.
- NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM TEN PERCENT HAPPIER OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
- FROM TIME TO TIME, TEN PERCENT HAPPIER MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT TEN PERCENT HAPPIER’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
11.2 No Liability for Conduct of Third Parties
YOU ACKNOWLEDGE AND AGREE THAT TEN PERCENT HAPPIER PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD TEN PERCENT HAPPIER PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
11.3 No Liability for Conduct of Other Users
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES. YOU UNDERSTAND THAT TEN PERCENT HAPPIER DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES. TEN PERCENT HAPPIER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES.
- TEN PERCENT HAPPIER MAKES NO WARRANTY THAT ANY COACHING SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE SUBSCRIPTIONS WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. TEN PERCENT HAPPIER MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE SERVICES.
- WHILE WE MAY HELP FACILITATE THE RESOLUTION OF DISPUTES AMONG USERS THROUGH VARIOUS PROGRAMS, WE HAVE NO CONTROL OVER AND DO NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF TRANSACTIONS, THE TRUTH OR ACCURACY OF USERS’ CONTENT, THE ABILITY OF END USERS TO INITIATE TRANSACTIONS, THE ABILITY OF COACH TO ACCEPT TRANSACTIONS, OR THAT COACH WILL ACTUALLY HONOR A DEAL.
11.4 Professional Advice Disclaimer
WE DO NOT PROVIDE PROFESSIONAL MEDICAL SERVICES OR ADVICE. THE CONTENT AND INFORMATION LOCATED ON THE SERVICES ARE DESIGNED FOR EDUCATIONAL, INFORMATIONAL, AND ENTERTAINMENT PURPOSES ONLY AND IS NOT CONSTRUED TO BE ADVICE OR A DIAGNOSIS OF ANY KIND. YOU SHOULD NOT RELY ON INFORMATION AVAILABLE IN OR VIA THE SERVICES AS A SUBSTITUTE FOR PROFESSIONAL ADVICE, INCLUDING PHYSICAL CONSULTATION, EVALUATION, TREATMENT, OR ANY OTHER MEDICAL ADVICE. YOU MUST NOT RELY ON ANY OF THE CONTENT AND INFORMATION FOR ANY PURPOSES WHATSOEVER, AND YOU MUST SEEK YOUR OWN INDEPENDENT PROFESSIONAL ADVICE BEFORE RELYING ON OR OTHERWISE DECIDING TO TAKE ANY ACTION ON THE BASIS OF ANY CONTENT OR INFORMATION AVAILABLE THROUGH THE SERVICES. YOUR USE OF THE SERVICES DOES NOT CREATE A DOCTOR-PATIENT RELATIONSHIP BETWEEN YOU AND ANY OF THE TEN PERCENT HAPPIER PARTIES (INCLUDING, WITHOUT LIMITATION, COACHES). YOUR USE OF THE SERVICES IS NOT FOR MEDICAL EMERGENCIES. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911.
11.5 Coaching Services Disclaimer
The Coaching Services are not medical, mental health or any other type of health service, such as psychotherapy or mental health counseling. No diagnosis or treatment of, or advice regarding, any medical or mental health condition or illness will be offered. The Coaching Services cannot substitute for, and are not an alternative to, medical, psychiatric, psychological, psychotherapy, or other healthcare diagnosis and treatment when a medical or mental health condition or illness is present. You are advised to seek diagnosis, treatment, and advice regarding medical or mental conditions or illnesses from physicians practicing medicine, psychotherapists, psychologists, and other licensed healthcare and mental health professionals. Coach(es) may provide individuals with education, information and personal support from peers and the group leader, as applicable, regarding your health-related issues and goals. However, Coaches are not allowed to use the Services to engage in rendering any type of psychological or healthcare advice for any individual or for his or her particular situation. Under no circumstances will any of your interactions with any Coach be deemed or construed to create a physician-patient relationship or a fiduciary duty of any kind whatsoever. IF TEN PERCENT HAPPIER BECOMES AWARE OF OR SUSPECTS ANY MEDICAL OR MENTAL CONDITIONS OR ILLNESS, TEN PERCENT HAPPER MAY, AT ITS SOLE DISCRETION, TERMINATE ALL OR ANY PORTION OF THE SERVICES.
12. limitation of liability
12.1 Disclaimer of Certain Damages
YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL TEN PERCENT HAPPIER PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT TEN PERCENT HAPPIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES, ON ANY THEORY OF LIABILITY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A TEN PERCENT HAPPIER PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A TEN PERCENT HAPPIER PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A TEN PERCENT HAPPIER PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
12.2 Cap on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, TEN PERCENT HAPPIER PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE TOTAL AMOUNT PAID TO TEN PERCENT HAPPIER BY YOU DURING THE THREE(3) MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; OR (c) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A TEN PERCENT HAPPIER PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A TEN PERCENT HAPPIER PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A TEN PERCENT HAPPIER PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
12.3 Exclusion of Damages
CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
12.4 User Content
TEN PERCENT HAPPIER PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
12.5 Basis of the Bargain
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TEN PERCENT HAPPIER AND YOU.
13. procedure for making claims of copyright infringement
It is Ten Percent Happier’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to Ten Percent Happier by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Services of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for Ten Percent Happier’s Copyright Agent for notice of claims of copyright infringement is as follows:
10% Happier, Inc.
Attention: Copyright Agent
40 Water Street, Lower Mezzanine
Boston, MA 02109
14. Termination or Suspension of Services by Ten Percent Happier
Ten Percent Happier may terminate or suspend your right to use the Services at any time for any or no reason by providing you with written or email notice of such termination, and termination will be effective immediately upon delivery of such notice. We may cancel unconfirmed Accounts or Accounts that have been inactive for a long time, or modify or discontinue our Services. Without limitation, Ten Percent Happier may terminate or suspend your right to use the Services if you breach any provision of the Terms or any policy of Ten Percent Happier posted through the Services from time to time; if Ten Percent Happier otherwise finds that you have engaged in inappropriate and/or offensive behavior; if Ten Percent Happier believes you are creating problems or possible legal liabilities; if Ten Percent Happier believes such action will improve the security of our community or reduce another User’s exposure to financial liabilities; if Ten Percent Happier believes you are infringing the rights of third parties; if Ten Percent Happier believes you are acting inconsistently with the spirit of these Terms; or if despite our reasonable endeavors, Ten Percent Happier is unable to verify or authenticate any information you provide. In addition to terminating or suspending your Account, Ten Percent Happier reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. Even after your right to use the Services is terminated or suspended, these Terms will remain enforceable against you.
14.1 Termination of Services by You
If you want to terminate the Services provided by Ten Percent Happier, you may do so by closing your Account for all of the Services that you use. THE SERVICES WILL CONTINUE AT THE END OF EACH SUBSCRIPTION PERIOD UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH THE PROCEDURE SET FORTH IN SECTION 4.1(B).
14.2 Effect of Termination
Termination of any Service includes removal of access to such Service and barring of further use of the Service; provided, however, with respect to End Users, you will have the right to continue your Subscription(s) until the end of the then-current Subscription term(s). Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Notwithstanding the foregoing, please note that we may be required to keep such information and not delete it (or to keep this information for a certain time, in which case we will comply with your deletion request only after we have fulfilled such requirements). When we delete any information, it will be deleted from the active database, but may remain in our archives. We may also retain your information for fraud or similar purposes. Ten Percent Happier will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
14.3 No Subsequent Registration
If your registration(s) with or ability to access the Services is discontinued by Ten Percent Happier due to your violation of any portion of the Terms or for any other inappropriate conduct, as determined by Ten Percent Happier in its sole discretion, then you agree that you shall not attempt to re-register with or access the Services through use of a different member name or otherwise. In the event that you violate the immediately preceding sentence, Ten Percent Happier reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
If Ten Percent Happier becomes aware of any possible violations by you of the Terms, Ten Percent Happier reserves the right to investigate such violations. If, as a result of the investigation, Ten Percent Happier believes that criminal activity has occurred, Ten Percent Happier reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Ten Percent Happier is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Services, including Your Content, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms; (3) respond to any claims that Your Content violates the rights of third parties; (4) respond to your requests for End User service; (5) protect the rights, property or personal safety of Ten Percent Happier, its Users or the public; or (6) in connection with all enforcement actions or investigations or other government officials, as Ten Percent Happier in its sole discretion believes to be necessary or appropriate.
In the event that Ten Percent Happier determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for the Services, Ten Percent Happier reserves the right to:
- Warn you via e-mail (to any e-mail address you have provided to Ten Percent Happier) that you have violated the Terms;
- Delete any of Your Content provided by you or your agent(s) to the Services;
- Discontinue your registration(s) with any of the Services, including the Services;
- Notify and/or send Content to, and/or fully cooperate with, the proper law enforcement authorities for further action; and/or
- Pursue any other action which Ten Percent Happier deems to be appropriate.
16. International Users
The Services can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Ten Percent Happier intends to announce such Services or Content in your country. The Services are controlled and offered by Ten Percent Happier from its facilities in the United States of America. Ten Percent Happier makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.
17. Arbitration Agreement
Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires that you and Ten Percent Happier arbitrate against one another. PLEASE BE AWARE THAT THIS SECTION 17 CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND TEN PERCENT HAPPIER HAVE AGAINST EACH OTHER WILL BE RESOLVED. AMONG OTHER THINGS, THIS SECTION 17 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND TEN PERCENT HAPPIER BE RESOLVED BY BINDING AND FINAL ARBITRATION. THIS SECTION 17 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ THIS SECTION 17 CAREFULLY.
17.1 Applicability of Arbitration Agreement
Subject to the terms of this Arbitration Agreement, you and Ten Percent Happier agree that any dispute, claim, or disagreement arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services, or the Terms, including claims and disputes that arose between us before the effective date of the Terms (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and Ten Percent Happier may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or Ten Percent Happier may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Terms as well as claims that may arise after the termination of the Terms.
17.2 Informal Dispute Resolution
There may be instances when a Dispute arises between you and Ten Percent Happier. If that occurs, Ten Percent Happier is committed to working with you to reach a reasonable resolution. You and Ten Percent Happier agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and Ten Percent Happier therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you also agree to participate in the conference. The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties in writing. Notice to Ten Percent Happier that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to firstname.lastname@example.org or regular mail to our offices located at 10% Happier, Inc., 40 Water Street, Lower Mezzanine, Boston, MA 02109.The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.
The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
17.3 Waiver of Jury Trial
YOU AND TEN PERCENT HAPPIER HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Ten Percent Happier are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 17.1 above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
17.4 Waiver of Class and Other Non-Individualized Relief
YOU AND TEN PERCENT HAPPIER AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 17.9, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the Section 17.9. Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this Section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Ten Percent Happier agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the Commonwealth of Massachusetts. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Ten Percent Happier from participating in a class-wide settlement of claims.
17.5 Rules and Forum
The Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Process described above does not resolve satisfactorily within sixty (60) days after receipt of Notice, you and Ten Percent Happier agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any JAMS fees and costs will be solely as set forth in the applicable JAMS rules.
A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.
If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.
Unless you and otherwise agree, or the Batch Arbitration process discussed in Section 17.9 is triggered, the arbitration will be conducted in the county where you reside. Subject to the applicable JAMS rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration.
You and Ten Percent Happier agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of New York and will be selected by the parties from the JAMS roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then JAMS will appoint the arbitrator in accordance with the applicable JAMS rules, provided that if the Batch Arbitration process under Section 17.9 is triggered, JAMS will appoint the arbitrator for each batch.
17.7 Authority of Arbitrator
The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 17.4, including any claim that all or part of Section 17.4 is unenforceable, illegal, void or voidable, or that Section 17.4 has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 17.9, all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 17.9. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
17.8 Attorneys' Fees and Costs
The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Ten Percent Happier need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
17.9 Batch Arbitration
To increase the efficiency of administration and resolution of arbitrations, you and Ten Percent Happier agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against Ten Percent Happier by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), JAMS shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).
All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise JAMS, and JAMS shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Ten Percent Happier.
You and Ten Percent Happier agree to cooperate in good faith with JAMS to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
17.10 30-Day Right to Opt Out
You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: 10% Happier, Inc., 40 Water Street, Lower Mezzanine, Boston, MA 02109, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
17.11 Invalidity, Expiration
Except as provided in Section 17.4, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Ten Percent Happier as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
Notwithstanding any provision in the Terms to the contrary, we agree that if Ten Percent Happier makes any future material change to this Arbitration Agreement, it will notify you. Unless you reject the change within thirty (30) days of such change becoming effective by writing to Ten Percent Happier at: 10% Happier, Inc., 40 Water Street, Lower Mezzanine, Boston, MA 02109, your continued use of the Services, including the acceptance of products and services offered on or through the Services, following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of the Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services or the Terms, the provisions of this Arbitration Agreement as of the date you first accepted the Terms (or accepted any subsequent changes to the Terms) remain in full force and effect. Ten Percent Happier will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of the Terms.
18. General Provisions
18.1 Governing Law
The Terms and any action related thereto will be governed and interpreted by and under the laws of the Commonwealth of Massachusetts consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.
18.2 Exclusive Venue
To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and Ten Percent Happier agree that all claims and disputes arising out of or relating to these Terms will be litigated exclusively in the state or federal courts of the Commonwealth of Massachusetts.
18.3 Electronic Communications
The communications between you and Ten Percent Happier use electronic means, whether you visit the Services or send Ten Percent Happier e-mails, or whether Ten Percent Happier posts notices on the Services or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Ten Percent Happier in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Ten Percent Happier provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Ten Percent Happier’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
18.5 Force Majeure
Ten Percent Happier shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, pandemics, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
18.6 Questions, Complaints, Claims
If you have any questions, complaints or claims with respect to the Services, please contact us at: email@example.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
Where Ten Percent Happier requires that you provide an e-mail address, you are responsible for providing Ten Percent Happier with your most current e-mail address. In the event that the last e-mail address you provided to Ten Percent Happier is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Ten Percent Happier’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Ten Percent Happier at the following address: 10% Happier, Inc., 40 Water Street, Lower Mezzanine, Boston, MA 02109. Such notice shall be deemed given when received by Ten Percent Happier by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
18.10 Export Control
You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Ten Percent Happier are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Ten Percent Happier products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
18.11 Consumer Complaints
In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
18.12 Entire Terms
The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
Address any questions to:
10% Happier Inc.
40 Water St, Mezz, Boston, Mass 02109