Terms of Service

Thank you for signing up for a subscription with Happeo. By placing an order, clicking to accept this Agreement, or using or accessing any Happeo Service or related services, you agree to all the terms and conditions of this Terms of Service Agreement. If you are using a Happeo Service or related services on behalf of a company or other entity, then "Customer" or "you" means that entity, and you are binding that entity to this Agreement. You represent and warrant that you have the legal power and authority to enter into this Agreement and that, if the Customer is an entity, this Agreement and each Order Form is entered into by an employee or agent with all necessary authority to bind that entity to this Agreement. Please note that we may modify this Agreement as further described in the amendments section below, so you should make sure to check this page from time to time. This Agreement includes any Order Forms, Purchase Orders and Service-Specific Terms as well as any policies or exhibits linked to or referenced herein.

This Agreement is effective as of November 13 2019.

Purchase Orders, Order forms and Proposals that have been issued before November 13, 2019 and after January 14, 2018 refer to these terms.
Purchase Orders, Order forms and Proposals that have been issued before January 14, 2018 refer to these terms.

BACKGROUND AND PURPOSE

Happeo is a community-powered employee communications platform empowering internal communicators to drive growth from within by overcoming silos and bringing together a diverse workforce across generations, locations and time zones. The platform combines intranet, collaboration and social networking tools into one unified solution.

The purpose of this Contract is to define the terms and conditions under which Happeo shall provide the Service(s) and potential support services to the Customer in exchange for payment for the services.

1. DEFINITIONS

1.1. "Active Use" refers to data stored within the Service under a current Order Form or within six (6) months of expiration of the most recent Order Form.

1.2. "Add-On" means integrations, applications, and other add-ons that are used with the Service.

1.3. "Affiliate(s)" means any entity which is controlled by, in control of, or is under common control with a Party to this Contract, where "control" means either the power to direct the management or affairs of the entity or ownership of 50% or more of the voting securities of the entity.

1.4. "Aggregate/Anonymous Data" means: (i) data generated by aggregating Customer Data so that results are non-personally identifiable with respect to the Customer or any natural person; and (ii) learnings, logs, and data regarding use of the Service.

1.5. "Authorized Users" means the Customer’s employees and contractors who have or may be assigned a Seat to access and use the Service and who are acting for the Customer’s benefit and on its behalf.

1.6. "Confidential Information" means for any such information exchanged under this Contract, that is identified as confidential at the time of disclosure or that should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.

1.7. "Content" means text, images, videos or other content uploaded or integrated with the Service by Customer.

1.8. "Contract" means this Master Subscription Agreement document and its annexes, appendices, schedules and amendments, including any Order Forms and service-specific terms as well as any policies or exhibits linked to or referenced herein.

1.9. "Customer Data" means: (i) Content; (ii) Submitted Data; and (iii) Visitor Data.

1.10. "Customer's Administrators" means the Authorized Users that have been provided with administrator permissions within the Service. Customer’s Administrators have broader user permissions to the Service than regular Authorized Users.

1.11. "Documentation" means the technical documentation created and provided by Happeo in connection with the Service.

1.12. "Intellectual Property Rights" mean copyrights, software, domain names, trademarks, service marks, designs and registrations and applications thereof, data, and documentation thereof, trade secrets and know-how.

1.13. "Service(s)" means the specific proprietary SaaS (Software as a Service) product(s) of Happeo specified in Customer’s Order Form, including any related Happeo Documentation, and excluding any Third-Party Products.

1.14. "Happeo Technology" means the Service, any and all related or underlying Intellectual Property Rights, documentation, technology, code, know-how, logos and templates.

1.15. "Order Form" means any Happeo ordering documentation or online sign-up or subscription flow that references this Contract.

1.16. "Scope of Use" means the usage limits or other scope of use descriptions for the Service included in the applicable Order Form or Documentation.

1.17. "Submitted Data" means data uploaded or otherwise submitted by Customer to the Service, including Third-Party Content.

1.18. "Subscription Term" means the initial term for the subscription to the applicable Service, as specified on the Customer’s Order Form(s).

1.19. "Third Party" and "Third-Party" means any party that is not the Customer, Happeo, an Affiliate of the Customer or Happeo’s subcontractor.

1.20. "Third-Party Content" means content, data or other materials that the Customer submits to the Service from its third-party data providers, including through Add-Ons used by the Customer.

1.21. "Third-Party Product(s)" means any applications, integrations, software, code, online services, systems, other products, and Add-Ons not developed by Happeo.

1.22. "Seat(s)" or "Account(s)" mean each individual user account granting access to the Service as assigned or assignable by the Customer’s Administrator.

1.23. "Party" means either Happeo Oy or the Customer.

1.24. "Google Account" means a Google-wide username and password that can be used to access various Google products.

1.25. "Visitor Data" is the data collected from a user when they use the Happeo service.

Other terms are defined in other Sections of this Master Subscription Agreement or in the relevant policies, or annexes.

2. ACCOUNT REGISTRATION AND USE

2.1. Google Account The Customer and its Authorized Users may need to register for a Google Account in order to access the Service.

2.2. Account Information All Account information must be accurate, current, and complete.

2.3. Credentials The Customer must ensure that any user IDs, passwords, and other access credentials for the Service are kept strictly confidential.

2.4. Administration Rights The Customer is responsible for designating those individuals who are authorized to access the Customer’s Administrator account(s).

3. ACCESS TO THE SERVICE

3.1. General Conditions Subject to compliance with this Contract, Happeo grants to the Authorized Users of the Customer a worldwide, non-exclusive, non-transferable right to access and use the Service(s) during the Subscription Term.

3.2. Developments Happeo may, at its option, make updates, bug fixes, modifications or improvements to the Service from time to time.

3.3. Early Stage Services Happeo may provide the Customer with access to "Alpha", "Beta", or other early-stage Services, integrations, or features which are optional for the Customer to use.

4. CUSTOMER OBLIGATIONS

4.1. Respecting Third Party Rights The Customer represents and warrants that the collection, use, and disclosure of Customer Data will not violate any third-party rights.

4.2. Obtaining Consents The Customer will obtain and maintain all required consents from Authorized Users.

4.3. Prohibited Use The Customer must not and must not allow Authorized Users or any third party to: (i) rent, lease, copy, transfer, or resell access to the Service.

4.4. Customer Affiliates Where Affiliates of the Customer purchase subscriptions to the Service from Happeo, such agreement shall be deemed to form a separate agreement.

5. CUSTOMER DATA

5.1. Rights in Customer Data As between the Parties, the Customer retains all right, title, and interest in and to the Customer Data.

5.2. Third-Party Products and Customer Data If the Customer installs or enables Third-Party Products for use with the Service, the Customer acknowledges that providers of those Third-Party Products may have access to Customer Data.

5.3. Aggregate/Anonymous Data Happeo will have the right to generate Aggregate/Anonymous Data from the Service.

5.4. No Archiving Happeo does not provide an archiving service.

6. PERSONAL DATA AND DATA PROTECTION

6.1. Data Processing and DPA Happeo may process certain personal data on behalf of the Customer.

6.2. International Data Transfers Where the provision of the Service involves transferring personal data, the EU Standard Contractual Clauses shall apply to such transfer.

7. SUPPORT SERVICES

7.1. Provision of Support Services Happeo makes available web-based support through its website.

8. SUBSCRIPTION TERM

8.1. Subscription Term The applicable Subscription Term shall be specified in the Order Form.

8.2. Cancellation or Termination The Customer cannot cancel or terminate a Subscription Term except as permitted.

8.3. Start Date The Subscription Term starts the day that the Customer signs the Order Form.

8.4. Renewals Each Subscription Term is initially valid for twelve (12) months, after which it will automatically renew unless otherwise stated.

9. FEES AND PAYMENT

9.1. Prices and Payment Schedule The Customer is billed according to the Seats, fees and payment schedule determined in the applicable Order Form.

9.2. Taxes Happeo’s fees are exclusive of all taxes.

9.3. Additional Seats If the Customer adds additional Seats, Happeo may charge additional fees.

9.4. Annual Price Adjustments All fees specified in the Order Form shall be subject to an automatic annual 3% increase.

9.5. Price Changes Happeo shall have the right to make changes to their pricing.

9.6. Payment Method The payment shall be made via wire transfer to Happeo’s bank account specified by Happeo in the invoice.

10. INVOICING

10.1. Standard Invoicing Schedule The Service is invoiced for a 12-month period at the beginning of the Subscription Term.

10.2. Invoicing Method The invoices shall be sent to the billing address provided by the Customer.

10.3. Payment Term and Late Payments The term of payment is 14 days net.

10.4. Invoicing Information The Customer shall provide Happeo with all necessary reference information.

11. TERMINATION

11.1. Termination without Cause Either Party may terminate the Contract with sixty (60) days’ advance written notice.

11.2. Termination Notice The Customer shall submit the termination notice.

11.3. Termination for Cause The Contract can be terminated with immediate effect under specified conditions.

11.4. Suspension or Termination due to Unpaid Invoices Happeo has the right to suspend the Customer’s accounts.

11.5. Obligations upon Termination Upon termination of this Contract, Happeo shall provide access to Customer Data.

11.6. Surviving Terms Sections that by their nature are intended to remain in force after termination shall survive.

12. CONFIDENTIALITY

12.1. Confidentiality Obligation Each Party must hold in confidence and not disclose the other Party’s Confidential Information.

12.2. Exemptions from Confidentiality These confidentiality obligations do not apply to information that becomes public knowledge.

12.3. Equitable Relief Each Party is entitled to seek appropriate equitable relief in addition to other remedies.

13. INTELLECTUAL PROPERTY RIGHTS

13.1. No Transfer of Intellectual Property Rights This Contract does not grant either Party any rights to the other's Intellectual Property Rights.

14. HAPPEO TECHNOLOGY

14.1. Subscription Basis The Service is provided in the form of an online service subscription.

14.2. Feedback The Customer grants Happeo the right to use any Feedback provided.

15. INDEMNIFICATION

15.1. Indemnification by Happeo Happeo agrees to indemnify the Customer from third party claims.

15.2. Indemnification by Customer The Customer agrees to indemnify Happeo from third-party claims and liabilities.

15.3. Conditions for Indemnification Each Party’s obligations are subject to conditions.

16. WARRANTY; DISCLAIMERS

16.1. Performance Warranty Happeo warrants that the Service will operate in substantial conformity with the applicable Documentation.

16.2. NO OTHER WARRANTIES. All Happeo Technology and related services are provided "AS IS" and on an "AS AVAILABLE" basis.

17. LIMITATIONS OF LIABILITY

17.1. DIRECT DAMAGES ONLY Neither Party or its suppliers will be liable for indirect, special, incidental damages.

17.2. MAXIMUM LIABILITY Each Party’s total liability will not exceed in aggregate the amount actually paid by the Customer in the twelve (12) months preceding the claim.

17.3. EXCEPTIONS The liability limitations do not apply to indemnity obligations.

17.4. LEGAL LIMITATIONS If law does not allow some limitations, this section will apply to the maximum extent permitted by law.

18. THIRD-PARTY PRODUCTS AND INTEGRATIONS

18.1. No Liability for Third Party Products Happeo does not warrant or support Third-Party Products.

19. GENERAL TERMS

19.1. Notice Any notice or communication under this Contract must be in writing.

19.2. Assignment This Contract will bind and inure to the benefit of each Party’s successors and assigns.

19.3. Publicity Happeo may use the Customer’s name and logo in marketing materials.

19.4. Subcontractors Happeo may use subcontractors to provide services.

19.5. Independent Contractors The Parties are independent contractors.

19.6. Force Majeure Neither Party will be liable for delays due to causes beyond its control.

19.7. Export The Customer is responsible for obtaining any necessary export licenses.

19.8. Amendments Any modification must be made in writing.

19.9. No Waiver Failure to enforce any provision will not constitute a waiver.

19.10. Severability If any provision is found unenforceable, the Contract will remain in effect.

19.11. No Third Party Rights Nothing in this Contract confers on any third party the right to enforce any provision.

19.12. Entire Agreement This Contract represents the Parties’ complete understanding.

19.13. Governing Law and Dispute Resolution This Contract is governed by the laws of Finland.

20. ORDER OF PRECEDENCE

The Order of Precedence is: i) Order Form(s) ii) This Contract, iii) DPA, iv) Annexes in descending order, v) written communication between the Parties.

Annex 1. EU Standard Contractual Clauses for International Data Transfers