Terms of Use

Adopted under the change mechanism of the previous version of these Terms. The 30 (thirty) day notice period introduced by Section 24.2 applies to changes made from this version onward.

These Terms and Conditions ("Terms") constitute a legally binding agreement between Saloid Viacheslav Oleksandrovych, a sole entrepreneur registered in Ukraine under the Law of Ukraine "On State Registration of Legal Entities, Individual Entrepreneurs, and Public Organizations", with Taxpayer Identification Number 3628308118 and state registration record number 544422567292 dated January 12, 2022, registered at: 65122, Ukraine, Odesa region, Odesa, 47 Ilfa i Petrova str., apartment 116 ("HAPP", "We", "Us", or "Our"), and you, the individual or legal entity accessing or using the Platform and Services (as defined below) ("User" "You" or "Your"), including any affiliates or authorized users acting on Your behalf. The HAPP and You are known as "Party" separately or "Parties" together. In addition to these Terms, Your use of the Services is also governed by Our Privacy Notice.

These Terms govern Your access to and use of the HAPP platform, available at https://assistant.happ.tools/ ("Platform"), and the Services provided through it.

The Platform is an AI-based software solution designed to integrate with Your telephony infrastructure and designated third-party services to automate the handling of incoming calls, process customer inquiries, manage bookings, and transmit call-related information to the Platform.

By accessing, and/or viewing, and/or using the Platform, and/or or by completing the registration process and/or giving Your consent by clicking the respective "I agree" button (or as another similar wording may be available) during registration or when accessing or using the Platform through any mobile phone, tablet, laptop, computer, or another device, You confirm that You have read, understand, and agree to be bound by these Terms and Our Privacy Notice, that are incorporated by reference into this agreement with You (the "Agreement"), and any other related documents, policies, and terms and conditions, and applicable law. The Agreement includes, without limitation, all agreements, commitments, and understandings reached between the Parties in relation to the provision of the Services.

If You accept these Terms or use the Services on behalf of a company or other legal entity, You represent and warrant that You have the authority to bind that company or other legal entity to the Terms and, in such event, "You" "Your" or "User" will refer and apply to that company or other legal entity.

PLEASE READ THESE TERMS CAREFULLY AS THEY DETAIL IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, CERTAIN RESTRICTIONS AND LIMITATIONS, AND EXCLUSIONS TO OUR LIABILITY. BY ACCESSING AND USING THE SERVICES AND/OR THE PLATFORM: (1) YOU ACCEPT AND CONSENT TO THE TERMS, (2) YOU ACKNOWLEDGE THAT THE TERMS ARE A LEGALLY BINDING AGREEMENT, (3) YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE FOLLOWING TERMS AND CONDITIONS AND ACCOMPANYING POLICIES, AND (4) YOU AGREE TO BE BOUND BY ALL SUCH TERMS AND CONDITIONS AND POLICIES AS A PARTY TO THIS AGREEMENT AND, IF YOU ARE AN EMPLOYEE OR AGENT, TO BIND YOUR EMPLOYER OR PRINCIPAL.

IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND POLICIES OR ARE NOT PROPERLY AUTHORIZED TO BIND ANY LEGAL ENTITY, EMPLOYER, OR PRINCIPAL, PLEASE LEAVE THE PLATFORM AND STOP USING THE SERVICES.

Should You have any questions or concerns regarding these Terms, please don't hesitate to reach out to Our support team for clarification using the e-mail address [email protected].

1. Concepts and Definitions

1.1. Whenever the following capitalized terms are used, they shall be interpreted as follows, unless explicitly stated otherwise in the context of their use:

"Account" — a secure electronic interface provided by the Platform, identified by the User's Login and Password or accessed via third-party authentication services, enabling the User to manage and access the Services and additional functionalities.

"AI Output" — data or content generated by the Assistant, such as call transcripts, booking confirmations, or other information resulting from Subscriber interactions or User inputs, subject to the terms of the Agreement.

"Assistant" — an AI-based software solution that integrates with the User's telephony infrastructure and designated Third-Party Services to automate incoming call handling, process Subscriber inquiries, manage bookings, and transmit call-related data to the User's Account on the Platform.

"Financial Agent" — a third-party payment system integrated into the Platform to receive and process payments from Users on behalf of HAPP for the Services, using secure electronic payment methods.

"Integration" — the technical process of connecting and configuring the Assistant with the User's systems, such as telephony infrastructure, to enable seamless operation of the Services.

"Login" — the User's email address or unique identifier provided during Account creation or registration on the Platform.

"Minutes" — a unit of measurement for the volume of Services, representing one minute of voice interaction between the Assistant and a Subscriber, as tracked under the applicable Tariff Plan.

"Password" — a confidential alphanumeric string or other secure credential set by the User during Account creation to authorize access to the Account.

"Services" — the AI-driven functionalities provided through the Platform, including automated call handling, Subscriber inquiry processing, booking management, and transmission of call-related data to the User's Account on the Platform, as well as any additional features available under the chosen Tariff Plan, subject to the Agreement and applicable laws.

"Subscriber" — an individual who initiates an incoming call to the User's designated telephone number and interacts with the Assistant within the scope of the Services.

"Tariff" — the payment structure for the Services, based on a predefined allocation of Minutes for voice interactions between the Assistant and Subscribers, as specified in the selected Tariff Plan.

"Tariff Plan" — a schedule detailing the terms, cost, duration, and scope of access to the Services, including any extended functionalities, as outlined on the Platform and subject to the Agreement.

"Third-Party Services" — external software, hardware, or platforms (e.g., telephony infrastructure, CRM systems, or voice generation services) used to support the Assistant's functionality, which are not owned or controlled by HAPP and are subject to their respective terms of service.

"User Content" — data, configurations, scripts, or other inputs provided by the User to customize or operate the Assistant, for which the User retains responsibility for legality and compliance with the Agreement.

2. Access to the Platform and Services

2.1. Right to use the Platform and/or the Services. Access to the Platform is provided on a voluntary and free-of-charge basis for basic functionalities, such as viewing the Platform and its informational content. Limited access to the Services may be offered to Users under a free Tariff Plan, which is subject to usage limits (e.g., a fixed number of Minutes) that are exhaustible and not renewable. To continue using the Services or to obtain extended access to additional functionalities, Users must select and pay for a paid Tariff Plan, as detailed in Section "PAYMENT TERMS" and outlined on the Platform. Use of the Platform and Services is at Your own risk and discretion.

2.2. Scope of Services. The Services include AI-driven functionalities provided through the Platform, enabling the Assistant to:

• automate incoming call handling via Integration with Your telephony infrastructure;
• process Subscriber inquiries using speech recognition, natural language understanding, and automated response generation;
• manage bookings and transmit call-related data (including AI Output) to Your Account on the Platform and/or other agreed channels;
• provide additional features, as specified in Your selected Tariff Plan.

A non-exhaustive description of the Services is available on the Platform.

2.3. Granting a license.

2.3.1. Subject to Your compliance with the Agreement and applicable laws, HAPP grants You a limited, non-exclusive, non-sub-licensable, revocable, non-transferable license to access and use the Platform, its content, and the Services solely for Your internal business purposes, within the scope defined by these Terms and Your selected Tariff Plan. This license permits You to (i) use the Assistant to handle Subscriber calls and generate AI Output; (ii) provide User Content to customize the Assistant; (iii) access features and Minutes as specified in Your Tariff Plan.

2.3.2. This license does not permit You to reproduce, duplicate, copy, modify, sell, distribute, or otherwise exploit any portion of the Platform, Services, or their content without HAPP's prior express written consent. All rights not expressly granted in these Terms are reserved by HAPP.

2.3.3. For clarity, any use of the Services other than as specifically authorized herein, without Our prior written permission, is strictly prohibited and will terminate the license granted herein.

3. AI System Transparency

3.1. The Assistant, powered by a third-party Artificial Intelligence (AI) system, is not classified as a high-risk AI system under EU Artificial Intelligence Act (Regulation (EU) 2024/1689) ("AI Act"), as it is not used for biometric identification, law enforcement, educational assessment, employment decisions, or access to essential services. Our Assistant is powered by AI to facilitate voice-based interactions and automate routine communication tasks. The system may perform speech recognition, natural language understanding, and automated response generation. Additionally, the Assistant is not a general-purpose AI model, as it is designed for specific tasks such as automated call handling, Subscriber inquiry processing, and booking management.

3.2. We comply with applicable transparency obligations, and Users interacting with the Assistant are clearly informed that they are communicating with an AI-based system.

3.3. Should HAPP expand the scope of the Assistant in the future to include use cases covered by the high-risk classification under Annex III of the AI Act (e.g., applications in employment, education, or essential services), HAPP will conduct a formal Conformity Assessment in accordance with Article 43 of the AI Act and update these Terms and related policies accordingly to ensure compliance.

4. Eligibility

4.1. Access to and use of the Platform are contingent upon meeting certain eligibility criteria outlined in this Section. By accessing or using the Platform and/or the Services, You affirm that You meet the following eligibility requirements:

4.1.1. Acceptance of Terms. By accessing or using the Platform and/or the Services, You acknowledge and agree to abide by these Terms and any other policies or guidelines referenced herein. If You do not agree with any provision of these Terms, You may not access or use the Platform.

4.1.2. Age requirement. You must be at least 18 years old or the age of legal majority in Your jurisdiction to access or use the Platform. If You are under the age of 18 (or the age of legal majority), You may only use the Platform under the supervision of a parent or legal guardian who agrees to be bound by these Terms on Your behalf. More information about the use of the Platform by minors can be found in the Section "MINOR'S USE OF THE PLATFORM AND SERVICES".

4.1.3. Compliance with laws. You acknowledge and agree that You are solely responsible for ensuring that Your access to and use of the Platform and Services complies with all applicable local, state, national, and international laws, regulations, and industry standards.

4.1.4. Restricted activities. You are prohibited from engaging in any activities that violate these Terms, infringe upon the rights of others, or are unlawful, fraudulent, or abusive in nature. You can find a detailed list of prohibited actions in the Section "ACCEPTABLE CONDUCT; UNAUTHORIZED USE".

4.1.5. Prohibited Users. You are not permitted to access or use the Platform if You have been previously banned or suspended from using the Platform, or if You are located in a country or region that is subject to trade sanctions or other restrictions imposed by applicable laws or regulations.

4.2. Failure to meet any of these eligibility requirements may result in the termination or suspension of Your access to the Platform and/or the Services. We reserve the right to verify Your eligibility at any time and to take appropriate action, including but not limited to requesting additional information or documentation, to ensure compliance with these requirements.

5. Account

5.1. Account registration. To access and utilize the Services provided through the Platform, You must register an Account on the Platform. Registration requires providing a valid email address, phone number, and other personal data as required, and creating a secure Password, or authorizing access through third-party authentication services, if any. You represent and warrant that You have full legal title and ownership of the email address, phone number, or accounts in the third-party authentication services used for registration, and that You are solely responsible for their use in creating and managing Your Account. We may require verification of Your email address or other provided information to complete the registration process.

5.2. Account settings and management. Upon successful registration, You may configure and manage Your Account through the Platform's settings interface. You agree to provide accurate, complete, and current information during Account setup and to promptly update such information to ensure its accuracy. You may not share or permit others to use Your individual Account credentials. You must maintain the security of Your Account and promptly notify Us at [email protected] if You discover or suspect that someone has accessed Your Account without Your permission. If You are using the Services on behalf of a legal entity, only individuals with proper authorization may use the Account, and the legal entity, as the Account owner, remains fully responsible for all actions taken through the Account, regardless of the individual accessing it. We reserve the right to suspend or terminate Your Account if any information provided is found to be inaccurate, incomplete, or misleading, or if We suspect unauthorized or unlawful activity.

5.3. Account login. To log into Your Account, You must provide Your registered email address and/or phone number and Password, or authenticate using linked third-party authentication services, if any. If You are unable to log in due to forgotten credentials or other issues, You may initiate the Account recovery process through the Platform's designated procedures, subject to verification of Your identity. We reserve the right to deny access to Your Account if We suspect unauthorized activity or a violation of these Terms.

5.4. Account use. You agree to use Your Account and the Services solely for Your own internal personal and/or business purposes, as permitted by Your Tariff Plan. You may not sell, lease, furnish, or otherwise permit access to Your Account to any other individual or entity.

5.5. Account suspension or termination by HAPP. We reserve the right, at Our sole discretion, to suspend, restrict, or terminate Your Account or access to the Services at any time, with or without notice, if You violate any provision of these Terms or any applicable law, We suspect fraudulent, unauthorized, or unlawful activity associated with Your Account, or We deem such action necessary to protect the integrity, security, or operability of the Platform. Upon suspension or termination, You may lose access to Your Account and any associated data, including User Content or AI Output, and We shall not be liable for any losses or damages resulting from such actions, except as required by applicable law.

5.6. Account Termination by User. You may voluntarily terminate Your Account at any time by initiating the Account deletion process through the Account settings interface on the Platform, where You may select an option to delete Your Account, or by submitting a written request to Our support team at [email protected]. Upon receipt of a valid deletion request, We will process the termination of Your Account within a reasonable timeframe, typically within 30 (thirty) days. Upon termination, Your access to the Account and Services will be revoked, and any associated data, including User Content, AI Output, or Integration configurations, may be permanently deleted, except as required to be retained under applicable laws or as outlined in Our Privacy Notice. You acknowledge that termination of Your Account is irreversible, and We shall not be liable for any losses or damages resulting from Your decision to delete Your Account.

6. Acceptable Conduct; Unauthorized Use

6.1. General conduct. You agree to use the Platform and Services diligently, lawfully, and in compliance with the Agreement, all applicable laws, regulations, and rules, including those related to privacy, data protection, intellectual property, and telecommunications, as well as the terms of any Third-Party Services, if any. Your use of the Services, including providing User Content to customize the Assistant and generating AI Output, is at Your sole responsibility. You are responsible for ensuring that Your interactions with the Assistant, Integrations with Your telephony infrastructure, and use of the Platform do not infringe the rights of any third party or violate applicable laws.

6.2. Prohibited activities. You shall not access, use, or interact with the Platform or Services in any manner that:

• 6.2.1. violates any applicable law, regulation, or rule in any jurisdiction;
• 6.2.2. is fraudulent, deceptive, or unlawful;
• 6.2.3. infringes or breaches the intellectual property, privacy, or other rights of HAPP or any third party;
• 6.2.4. involves the transmission of viruses, malware, or any code designed to damage, disrupt, or expropriate any system, service, or data, including personal data;
• 6.2.5. renders the Platform or Services unusable or interferes with their normal operation;
• 6.2.6. generates or transmits content that is obscene, offensive, defamatory, discriminatory, harassing, hateful, or otherwise inappropriate, including content that promotes violence, hate speech, or spam;
• 6.2.7. misrepresents Your identity or relationship with any person or entity;
• 6.2.8. is contrary to Our interests, image, or reputation;
• 6.2.9. uses the Assistant for unsolicited outbound calls, including cold calling, telemarketing, or any form of automated communication without the recipient's prior consent, in violation of applicable telecommunications or privacy laws; or
• 6.2.10. configures the Assistant to engage in repetitive, harassing, or non-consensual communications with Subscribers or third parties.

6.3. You are prohibited from submitting User Content or generating AI Output that is inaccurate, misleading, or that violates these Terms or the terms of Third-Party Services.

6.4. Additional restrictions. You shall not:

• 6.4.1. use the Services without accepting these Terms or in contravention of them;
• 6.4.2. use the Platform or Services for commercial purposes beyond the scope of Your Tariff Plan, such as collecting data to develop competing services;
• 6.4.3. engage in phishing, fraud, or other deceptive practices;
• 6.4.4. impose an unreasonable or disproportionate load on the Platform's infrastructure;
• 6.4.5. modify, copy, or simulate the Platform's appearance, functions, or underlying technology;
• 6.4.6. introduce malicious code, such as viruses, worms, or trojans, to disrupt or limit the Platform or Services;
• 6.4.7. use reverse-engineering, decompiling, or other techniques to access the source code, protocols, or infrastructure of the Platform or Assistant;
• 6.4.8. interfere with or disrupt the Platform, including through denial-of-service attacks, hacking, or brute-forcing;
• 6.4.9. probe, scan, or test the Platform's performance, workload, or security without Our prior written consent;
• 6.4.10. bypass in any way usage limits, such as Minutes allocated under Your Tariff Plan; or
• 6.4.11. use the Assistant to process or generate AI Output involving sensitive personal data (e.g., biometric data, health data) in a manner that violates applicable laws.

6.5. This list of prohibited activities is not exhaustive, and We reserve the right to determine what constitutes a violation of these Terms.

6.6. System security. You are solely responsible for ensuring that Your systems, including those used for Integration with the Platform, are secure and compatible with the Services. We recommend that You use and regularly update commercial anti-virus, anti-spyware, and firewall software on Your systems to protect against security threats. We are not responsible for any damage to Your systems or data resulting from Your failure to implement adequate security measures, except as required by applicable law.

6.7. Consequences of breach. Any use of the Platform or Services in breach of these Terms is strictly prohibited and may result in the immediate suspension or termination of Your Account or access to the Services, with or without notice. Such actions may also subject You to liability for violations of applicable law. You agree to promptly notify Us at [email protected] if You become aware of any unauthorized access, use, or interaction with the Platform or Services, or any other breach of these Terms. If We determine, or receive information from third parties or law enforcement authorities regarding, unlawful or prohibited use of the Platform or Services through Your Account, We may terminate Your access without refund or reimbursement, and You shall forfeit any right to such remedies.

6.8. Compliance and cooperation. We may investigate any suspected violations of these Terms or applicable law and cooperate with law enforcement authorities to prosecute Users engaging in unlawful conduct. You acknowledge that We have no obligation to monitor Your User Content or AI Output but reserve the right to review, remove, or restrict access to such content if it violates these Terms or applicable law.

7. Minor's Use of the Platform and Services

7.1. Eligibility for minors. The Platform and Services are intended for Users who are at least 18 years old or have reached the age of legal majority in their jurisdiction. If You are under 18 or the age of legal majority in Your jurisdiction, You are considered a minor and may only access or use the Platform and Services with the explicit consent and supervision of a parent or legal guardian who agrees to be bound by these Terms on Your behalf. By registering an Account or using the Platform as a minor, You represent that Your parent or legal guardian has reviewed and accepted these Terms and provided verifiable consent for Your use. We reserve the right to request proof of such consent, including documentation verifying the parent or guardian's authorization, and may suspend or terminate Your Account if such verification is not provided or is deemed insufficient.

7.2. Parental or guardian responsibility. Parents or legal guardians are fully responsible for supervising and monitoring the activities of any minor using the Platform or Services under their consent. This includes ensuring that the minor complies with the Agreement, applicable laws, and any restrictions imposed by Third-Party Services, if any. Parents or guardians must oversee the minor's Account management, including the security of Login credentials and Password, and ensure that any User Content provided, or AI Output generated is lawful and appropriate. We encourage parents or guardians to educate minors on safe and responsible use of the Platform, including understanding the implications of interacting with the Assistant and Integrations with telephony.

7.3. Liability for minor's actions. If You, as a parent or legal guardian, authorize a minor to use the Platform or Services, You are solely responsible for: (a) the minor's online conduct and compliance with these Terms; (b) controlling the minor's access to and use of the Platform and Services; and (c) any consequences arising from the minor's misuse. We shall not be liable for any unauthorized use of the Platform or Services by a minor, including any access to or sharing of content, or for any costs or damages resulting from such use.

7.4. Payments and non-refundability. In cases where a minor, with or without authorized consent, orders or uses Services, including through a Tariff Plan, any payments made by or on behalf of the minor are non-refundable, except as required by applicable law or as specified herein.

7.5. Unauthorized use by minors. If a minor bypasses restrictions, such as by creating an Account without parental or guardian consent or accessing Services in violation of these Terms, the parent or legal guardian shall bear full liability for any resulting costs, damages, or legal disputes. We reserve the right to suspend or terminate any Account used by a minor in violation of these Terms, with or without notice, and We shall not be liable for any associated losses or damages, including loss of access to User Content, AI Output, or Integration configurations, except as required by applicable law.

8. Ordering and Provision of Services

8.1. Access to the Services. Access to the Services provided by the HAPP through the Platform is exclusively available to registered Users who have successfully completed the Account registration process. HAPP reserves the right to limit or modify access to certain functionalities based on Your compliance with these Terms or additional conditions that may be communicated through the Platform.

8.2. Ordering Services. To order Services, You must select a Tariff Plan through Your Account on the Platform, which specifies the scope of Services. Each Tariff Plan outlines the applicable fees and usage limits, as detailed on the Platform at the time of Your order. By placing an order, You agree to pay the fees associated with Your selected Tariff Plan and any applicable taxes or charges, as indicated during the ordering process.

8.3. Provision of Services. Upon Our acceptance of Your order and confirmation of payment, We will provide the Services in accordance with Your selected Tariff Plan, subject to these Terms and any technical or operational requirements specified on the Platform. You acknowledge that the performance and availability of the Services may depend on the quality of Your User Content, the compatibility of Your systems, and the reliability of Third-Party Services, if any. We do not guarantee uninterrupted or error-free access to the Services and are not liable for disruptions caused by factors beyond Our control, such as Third-Party Service failures or Your system limitations, except as required by applicable law.

8.4. Integrations. The Services require Integration with Your telephony infrastructure to enable the Assistant to perform automated call handling and communication, subject to Your Tariff Plan. You must provide access to Your telephony system, including necessary credentials or configurations, to ensure the Assistant's functionality, in compliance with these Terms and the terms of any Third-Party Services.

8.5. Assistant configuration. Through the Platform's dashboard, You may configure the Assistant to suit Your business needs, subject to Your Tariff Plan. Configuration options may include customizing call handling scripts, response prompts, or interaction workflows to enhance the Assistant's performance in telephony interactions. We are not liable for any issues arising from Your configurations, including errors in AI Output or service disruptions, except as required by applicable law. Configuration support resources may be available on the Platform, or You can contact Our support team at [email protected] for assistance.

8.6. Data storage. We store AI Output and related User Content in Our databases to enable You to view and manage such data through Your Account's dashboard on the Platform. AI Output and related User Content are retained for the duration of Your active Account, unless You request its deletion. You may delete specific AI Output or all stored data associated with Your Account by submitting a request in accordance with Our Privacy Notice.

8.7. Usage limits. Each Tariff Plan includes specific usage limits, such as Minutes for telephony interactions, as detailed on the Platform. If Your usage exceeds the allocated limits, additional charges may apply, as outlined in the PAYMENT TERMS Section. You are responsible for monitoring Your usage to avoid exceeding limits. Unused Minutes or other usage quotas included in Your Tariff Plan expire at the end of each billing cycle and do not roll over to subsequent periods.

8.8. Live operator transfer. The Assistant is designed to facilitate voice-based interactions, and Subscribers interacting with it are notified that they are communicating with an AI-driven system. During a conversation, Your Subscribers may request to be transferred to a live operator, provided this feature is supported by Your telephony system. You are responsible for configuring Your telephony infrastructure to support live operator transfers and ensuring that such interactions comply with applicable laws and these Terms.

8.9. Real-time reports. The Platform provides real-time reports through Your Account's dashboard, enabling You to monitor live data related to the Assistant's performance, such as call volume, interaction durations, or other metrics, subject to Your Tariff Plan.

9. Payment Terms

9.1. Tariff Plans. HAPP may offer its Services under both free and paid Tariff Plans. Certain Services may be exclusively available to Users under paid Tariff Plans. Users can familiarize themselves with the current Tariff Plans offered on the Platform, along with their features and limitations, by referring to the following link: https://assistant.happ.tools/#pricing-0. HAPP retains the right to periodically review and modify the terms of individual Tariff Plans, as well as to add or remove Tariff Plans at its discretion. Any material changes to Tariff Plan costs will take effect for You at the start of Your next billing period, unless otherwise specified by Us during the introduction of new Tariffs.

Users are encouraged to regularly review the Tariff Plans to stay informed about any changes or updates that may impact their utilization of the Services. HAPP reserves the right to adjust Tariff Plan terms in response to evolving business needs, market conditions, or regulatory requirements. Any modifications to Tariff Plans will be communicated to Users in accordance with the terms outlined in these Terms.

9.2. Payment processing. We utilize third-party Financial Agents to process payments for paid Tariff Plans. The processing of payments is governed by the rules, policies, terms of service, and privacy policies established by the respective Financial Agent. By initiating a payment for a Tariff Plan, You agree to comply with the Financial Agent's services agreement, terms of service, privacy policies, and other applicable documentation, which regulate the payment process for Your transactions. You are advised to thoroughly review these documents to understand Your obligations and rights related to payment processing. We do not control or oversee the Financial Agents' payment processing systems and shall not be liable for any delays, errors, or failures in payment processing, including declined transactions, incorrect charges, or technical issues, except as required by applicable law. Any disputes or issues related to payment processing must be resolved directly with the applicable Financial Agent.

9.3. Payment methods. The available payment methods are determined by the Financial Agents and may include, but are not limited to: (a) credit or debit card payments, requiring You to provide the necessary card details as requested by the Financial Agent; (b) other fiat payment methods supported by the Financial Agent. By initiating a payment, You represent and warrant that You are duly authorized to use the selected payment method (e.g., credit/debit card, bank account) and that all information provided in connection with the payment is accurate, complete, and truthful. You agree to bear full responsibility for all fees incurred during the transaction, including bank charges, transaction fees, or other costs imposed by the Financial Agent or Your financial institution. If a payment method fails or becomes invalid, We may suspend Your access to the Services until a valid payment method is provided.

9.4. Currency conversion. If a currency conversion is required to complete a payment for a Tariff Plan, You agree that the conversion will be processed at the transaction exchange rate set by the applicable Financial Agent or relevant currency exchange at the time of the transaction. The transaction exchange rate may include a currency conversion spread applied by the Financial Agent on the base exchange rate to determine the rate applicable to Your conversion. Rates are subject to regular adjustments by the Financial Agent. We shall not be liable for any losses or costs arising from currency conversion rates or associated fees, and You acknowledge that such rates and fees are determined solely by the Financial Agent.

9.5. Recurring subscriptions. Services under paid Tariff Plans are provided on a subscription basis, with a standard billing period of 1 (one) month. By selecting a paid Tariff Plan, You authorize Us to submit periodic charges corresponding to the term of Your recurring subscription without further authorization from You, until You affirmatively cancel Your recurring subscription or notify Us that You wish to change Your payment method. Charges will be applied to the payment method provided in Your Account at the start of each billing period. You may cancel Your recurring subscription at any time through Your Account settings or by contacting Our support team at [email protected], with cancellation taking effect at the end of the current billing period.

For the avoidance of doubt, You will retain access to the Services until the end of the billing period for which payment has been received.

9.6. Exhausted Minutes. If You exhaust the allocated Minutes under Your Tariff Plan before the end of Your recurring subscription's billing period, You will not be able to continue using the Assistant until: (a) the start of the next billing period, when Your Minutes are replenished in accordance with Your Tariff Plan; or (b) You purchase a new Tariff Plan with additional Minutes. You are responsible for monitoring Your Minute usage to ensure uninterrupted access to the Services.

9.7. Change of Tariff Plan. You may request to change Your selected Tariff Plan to a different one through Your Account settings or by contacting Our support team at [email protected]. Changes to Your Tariff Plan will take effect only after: (a) all Minutes allocated under Your current Tariff Plan have been exhausted; or (b) the end of the current billing period, whichever occurs first. No other options for immediate transition are permitted. When switching to a paid Tariff Plan, You must pay the full price of the new Tariff Plan as specified on the Platform. Upon transition, the new Tariff Plan terminates the previous Tariff Plan, and You cannot use the Services under multiple Tariff Plans simultaneously.

9.8. User responsibilities. By purchasing a Tariff Plan and using the Services, You confirm Your understanding and acceptance of the responsibilities associated with authorizing payments through Financial Agents. You agree to: (a) comply with all terms and conditions established by the Financial Agents; (b) maintain accurate and up-to-date payment method information in Your Account; (c) promptly resolve any disputes or issues related to payment processing directly with the applicable Financial Agent; and (d) bear all fees, taxes, or charges associated with Your transactions. You are responsible for monitoring Your Account to ensure timely payment of fees to avoid suspension of Services. We shall not be liable for any consequences arising from Your failure to meet these responsibilities, including Service disruptions or additional fees.

9.9. Taxes. Fees for Tariff Plans are exclusive of taxes, duties, levies, and other governmental charges (collectively, "Taxes"), and You are responsible for all Taxes resulting from these Terms or Your use of the Services. You agree to pay any applicable Taxes imposed by relevant authorities in connection with Your purchase or use of the Services, as required by applicable law.

10. Refund Policy

10.1. General refund policy. Unless otherwise required by applicable law, all payments for Services, including Tariff Plans and recurring subscriptions, are final and non-refundable. No refunds or credits will be provided for partial use, unused Minutes, or early termination of Services, except as expressly stated in this Section or mandated by applicable law.

10.2. EU consumer right of withdrawal. If You are a consumer residing in the European Union and purchase a recurring subscription directly from HAPP, You have a legal right to withdraw from Your recurring subscription agreement within 14 (fourteen) days from the date of purchase, in accordance with EU consumer protection laws. Instructions on how to exercise this right, the consequences of exercising this right (including details of any amounts owed to HAPP for the period from the start of Your agreement up to and including the day prior to Your exercise of the right of withdrawal), and a model form to exercise Your right to withdraw are provided in Appendix 1 at the end of these Terms. By purchasing a recurring subscription, You expressly acknowledge and agree to the immediate provision of the Services. If You exercise Your right to withdraw within the 14-day period, You may be entitled to a refund as outlined below.

10.3. Refunds for services already provided. If You exercise Your right to withdraw under Section 10.2 after the provision of Services has commenced, You will be liable for payment for the Services provided up to the date of Your withdrawal request. Any refund will be limited to the unused portion of Your subscription, calculated based on the applicable Tariff rates. For example, if You have used a portion of Your allocated Minutes or other Services, the refund will be reduced proportionally to reflect the value of the Services provided.

10.4. Refund process. To request a refund under Section 10.2, You must submit Your withdrawal request to HAPP at [email protected] using the model form in Appendix 1 or a clear statement of Your intent to withdraw. Refunds, if applicable, will be processed within 14 (fourteen) days of receiving Your valid withdrawal request, using the same payment method used for the original transaction, unless otherwise agreed.

11. Updates to the Platform and Services

11.1. Modifications to features and Services. HAPP reserves the right to modify, add, or remove features, content, or Services within the Platform at Our sole discretion to reflect changes in technology, business needs, market conditions, or regulatory requirements. We may make the following changes without prior notice: (a) changes to comply with applicable laws or regulatory requirements, such as ensuring compliance with the EU Artificial Intelligence Act; (b) minor technical adjustments or improvements, such as addressing security threats, that do not affect Your use of the Services; and (c) updates to the Services, provided they align with the description provided to You before You purchased a Tariff Plan. We may request that You implement these updates to continue accessing the Services. For changes that materially adversely affect Your use of the Services, We will notify You at least 30 (thirty) days in advance, where feasible, via Your Account or email, and You may contact Us at [email protected] to terminate Your recurring subscription before the changes take effect You are encouraged to regularly review the Platform for updates to stay informed about changes.

11.2. Platform maintenance and bug fixes. We reserve the right to address and rectify bugs, errors, or technical issues within the Platform or Services to ensure their stability, security, and performance. During maintenance or bug-fixing activities, We may temporarily restrict, modify, or suspend certain functionalities of the Platform or Services, including access to the Assistant, telephony interactions, or real-time reports. The duration of such limitations will be determined by Us based on the time required to complete necessary corrections, updates, or bug fixes. You acknowledge and accept that We are not obligated to provide advance notice of such temporary restrictions or modifications, except where required by applicable law. We will endeavor to minimize disruptions, but We shall not be liable for any losses or damages arising from such maintenance activities, except as required by applicable law.

11.3. Suspension of Services. We may suspend the supply of Services to: (a) address technical problems or make minor technical changes; (b) update the Services to comply with applicable laws or regulatory requirements; or (c) implement changes to the Services as described in the "Modifications to features and Services" paragraph. We will notify You in advance of any planned suspension via Your Account or email, unless suspension is required urgently for security or legal reasons, or if notification is prohibited by Applicable Law. If We suspend the Services for more than 10 (ten) days within any 30 (thirty) day period, We will adjust Your fees so You do not pay for the Services during the suspension period. If We suspend the Services, or notify You of an impending suspension, for more than 30 (thirty) days, You may contact Us at [email protected] to terminate Your subscription and receive a refund for any sums paid in advance for Services You will not receive.

12. Customer Service

12.1. Availability of support. Our customer service is available to assist all Users with inquiries or issues related to the use of the Services provided through the Platform. Support can be accessed by submitting a request via email to [email protected] or through other communication channels available on the Platform, if applicable.

12.2. Support hours. As a general rule, customer support is provided during business hours, Monday through Friday, from 10:00 to 18:00 (GMT+3). Certain Tariff Plans may include priority support, which provides 24/7 assistance, as specified in Your selected Tariff Plan and detailed on the Platform.

12.3. Support process. Our dedicated support team strives to address User concerns promptly and efficiently to ensure a smooth and satisfactory experience. HAPP commits to undertaking all reasonable and necessary measures to deliver timely support; however, the specific timeframe for resolution may vary depending on factors such as the complexity of the issue, the volume of simultaneous support requests, or the availability of required information. We will make reasonable efforts to assist You with the problems You are experiencing, striving to achieve satisfactory resolutions within the scope of Our capabilities and resources.

12.4. User cooperation. You are expected to cooperate with HAPP during the support process by providing accurate and complete information to facilitate issue resolution. Incomplete or inaccurate information may delay or prevent resolution.

12.5. Limitations of liability. HAPP shall not be liable for delays or inability to resolve issues where such outcomes result from factors beyond Our reasonable control, including incomplete information provided by You, technical limitations of Your systems, or failures of Third-Party Services.

13. Call Recording

13.1. Recording and storage of calls. All telephony interactions facilitated by the Assistant through the Platform are automatically recorded, and both the audio recordings and their corresponding transcripts are stored as AI Output in Our databases. These recordings and transcripts are accessible to You through Your Account's dashboard, enabling You to review call interactions. We store these data solely to provide You with access via the Platform and do not process them for any other purposes, including the development, training, or improvement of artificial intelligence or machine learning models.

13.2. Data deletion and retention. You may request the deletion of call recordings, transcripts, or other AI Output stored by Us by contacting Our support team at [email protected].

14. User Content and AI Output

14.1. User Content. You may provide User Content through the Platform to customize the Assistant's functionality, as permitted by Your Tariff Plan. You are solely responsible for ensuring that Your User Content is accurate, lawful, and does not infringe the rights of any third party, including intellectual property, privacy, or other rights, or violate applicable laws. You must ensure that User Content does not include sensitive personal data (e.g., biometric data, health data) unless explicitly permitted by law and approved by HAPP.

14.2. License to User Content. By providing User Content, You grant HAPP a worldwide, non-exclusive, royalty-free, revocable license to host, store, process and reproduce Your User Content solely to the extent necessary to provide the Services to You, including integrating it with the Assistant for automated call handling, Subscriber inquiry processing, booking management, and related functionalities. This license terminates when the relevant User Content is deleted.

14.3. License to AI Output. You grant HAPP a worldwide, non-exclusive, royalty-free license to host, store, process, transmit and reproduce AI Output solely to the extent necessary to provide the Services to You — including transmitting conversation content to the artificial intelligence providers listed at happ.tools/subprocessors in order to generate responses, and displaying AI Output in Your Account's dashboard. This license is limited to that purpose, terminates when the relevant AI Output is deleted, and does not permit HAPP to sub-license AI Output to any party other than a sub-processor engaged under Our Data Processing Agreement.

HAPP does not use User Content or AI Output to train, fine-tune or otherwise develop artificial intelligence or machine learning models, and contracts with its artificial intelligence providers on terms that prohibit them from doing so. This confirms and does not narrow Section 13.1.

HAPP may use aggregated, anonymized data derived from use of the Services — data from which You, Your Subscribers and any other individual cannot be identified and cannot be re-identified — to operate, secure, monitor and improve the Services and to produce statistics.

14.4. Ownership. Except as expressly set forth in these Terms, as between You and HAPP, You retain all rights in and to Your User Content and AI Output, to the extent it is derived from Your User Content or Subscriber interactions. For clarity, AI Output does not include HAPP's underlying third-party AI system, foundational models, or other proprietary technology used to generate AI Output. HAPP retains all rights to such technology.

14.5. Content moderation. HAPP does not undertake to review or monitor all User Content or AI Output and expressly disclaims any duty or obligation to do so. However, HAPP reserves the right to:

• delete, remove, or refuse to process User Content or AI Output at any time, with or without notice, for any reason, including violations of these Terms or applicable law;
• suspend or terminate Your access to all or part of the Services, temporarily or permanently, if User Content or AI Output is reasonably likely, in HAPP's sole determination, to violate applicable law or these Terms;
• take any action with respect to User Content or AI Output deemed necessary or appropriate, in HAPP's sole discretion, to ensure compliance with applicable law, protect HAPP's rights, or safeguard third-party rights, including intellectual property and privacy rights (e.g., responding to GDPR data subject requests or intellectual property takedown notices);
• cooperate fully with law enforcement authorities or comply with court orders requesting or directing HAPP to disclose the identity or other information of any User providing User Content or generating AI Output, as permitted by law.

15. Intellectual Property

15.1. Ownership. You acknowledge and agree that access to the Platform, its content, and the Services is provided under a limited license, as set forth in Section 2.3. You do not acquire ownership of the Platform, its content, or the Services, but only the right to use them in accordance with these Terms. All rights, including proprietary rights, copyrights, trademarks, trade secrets, and other intellectual property rights related to the Platform, its content, and the Services, remain the exclusive property of HAPP or its licensors, except as expressly granted in these Terms. The Platform, including all underlying ideas, methods, algorithms, processes, concepts, program code, designs, and other proprietary elements used in its development or operation, as well as all updates, improvements, modifications, enhancements, bug fixes, and revisions, constitutes HAPP's trade secrets and proprietary property of significant commercial value. You shall have no right, title, or interest in such property except as expressly provided in these Terms.

15.2. Intellectual property rights. The intellectual property rights to the Platform, its content, and the Services (excluding elements for which exclusive rights are held by third parties) are owned by HAPP and protected by applicable laws. The intellectual property objects owned by HAPP include, but are not limited to:

• program code: source code, algorithms, programming scripts, and other software components forming the foundation of the Platform and Services;
• design elements: visual components, user interface layouts, graphical elements, icons, logos, and trademarks;
• textual content: written materials, including guides, manuals, articles, reports, and other content provided on the Platform to support Your use of the Services;
• industrial property: trademarks, trade names, service marks, and any applicable inventions, utility models, or industrial designs;
• other intellectual property: any additional proprietary elements incorporated into the Platform or Services, including proprietary data structures and configurations.

15.3. Third-party intellectual property. The Platform and Services may incorporate third-party intellectual property, including the third-party AI system integrated into the Assistant. HAPP does not claim ownership of such third-party intellectual property, and Your use of the Services is subject to compliance with any applicable third-party terms and conditions. You agree to respect and adhere to the intellectual property rights of third-party licensors, as communicated by HAPP or specified in the relevant third-party agreements.

15.4. Permitted use. You may use the Platform, its content, and the Services solely within the scope of the functionality provided and as permitted by Your Tariff Plan, in accordance with these Terms. Any use of the Platform, its content, or the Services beyond the expressly authorized scope, including but not limited to copying, modifying, distributing, reverse-engineering, or extracting elements without HAPP's prior written consent, is strictly prohibited and constitutes a breach of these Terms. All rights not expressly granted herein are reserved by HAPP and its licensors, and no license is granted by estoppel, implication, or otherwise.

15.5. Feedback. If You voluntarily provide HAPP with any questions, comments, suggestions, ideas, or other feedback about the Platform, Services, or Assistant (collectively, "Feedback"), You grant HAPP a worldwide, perpetual, non-exclusive, royalty-free, sub-licensable license to use, reproduce, modify, adapt, publish, and incorporate such Feedback for any purpose, including to improve the Services, develop new features, or create new products, without acknowledgment or compensation to You. HAPP will exclusively own any improvements or new inventions derived from such Feedback. You acknowledge that Feedback is provided on a non-confidential basis.

16. Copyright Infringement

16.1. HAPP is committed to respecting the intellectual property rights of others and does not knowingly publish or host content that infringes upon those rights. In the event that any content on the Platform, including User Content or AI Output, is alleged to infringe upon the copyrights of individuals or entities, HAPP will take appropriate action upon receiving a valid notification from the rights holder or their authorized representative, in accordance with applicable laws.

16.2. If You believe that any content available on the Platform, including User Content or AI Output, infringes upon Your copyright, You may submit a copyright infringement notice to HAPP. The notice must include the following information:

• a clear description of the copyrighted work that You claim has been infringed;
• the specific URL(s) or location(s) on the Platform where the allegedly infringing content is found;
• a statement confirming that You are the copyright holder or an authorized representative acting on behalf of the copyright holder;
• Your full name, contact information (email address and/or phone number), and a physical or electronic signature;
• a statement under penalty of perjury that the information provided in Your notice is accurate and that You have a good faith belief that the use of the copyrighted material is unauthorized.

16.3. Copyright infringement notices should be sent to HAPP via email at [email protected]. HAPP reserves the right to request additional information or materials from the applicant to facilitate the effective resolution of the notice.

16.4. Upon receipt of a valid copyright infringement notice, HAPP will promptly assess the claim and, if necessary, take appropriate action, which may include:

• removing or restricting access to the allegedly infringing content;
• notifying the User responsible for the content, if applicable, and providing them an opportunity to respond, as permitted by law;
• taking further measures to prevent recurrence, in accordance with these Terms and applicable law.

16.5. If Your content is removed or restricted due to a copyright infringement notice, and You believe this was done in error, You may submit a counter-notification to [email protected]. The counter-notification must include:

• Your full name, contact information, and a physical or electronic signature;
• identification of the removed or restricted content and its location on the Platform prior to removal;
• a statement under penalty of perjury that You have a good faith belief that the content was removed or restricted as a result of a mistake or misidentification.

16.6. HAPP reserves the right to terminate or suspend the Accounts of Users who are repeat infringers of copyright, as determined in HAPP's sole discretion, in accordance with applicable law and these Terms.

16.7. HAPP is not liable for any damages arising from the presence of allegedly infringing content on the Platform prior to receiving a valid notice, provided HAPP acts promptly to address the infringement upon notification, in accordance with applicable law. You agree to indemnify HAPP against any claims arising from Your User Content or AI Output that infringes third-party copyrights.

17. Disclaimers

17.1. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS WITH RESPECT TO THE SERVICES OFFERED BY THE PLATFORM, THE PLATFORM, SERVICES, ASSISTANT, AND ANY CONTENT, SOFTWARE, OR AI OUTPUT PROVIDED THROUGH OR IN CONNECTION WITH THE PLATFORM AND SERVICES (COLLECTIVELY, "OUR OFFERINGS") ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOUR ACCESS TO AND USE OF OUR OFFERINGS IS AT YOUR SOLE RISK AND DISCRETION.

17.2. HAPP EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND RELATING TO OUR OFFERINGS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. HAPP MAKES NO REPRESENTATION OR WARRANTY THAT OUR OFFERINGS, INCLUDING THE ASSISTANT OR AI OUTPUT, WILL MEET YOUR OR ANY THIRD PARTY'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE WITH YOUR TELEPHONY INFRASTRUCTURE OR THIRD-PARTY SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

17.3. YOU ASSUME ALL RISK AS TO THE CORRECTNESS, ACCURACY, RELIABILITY, TIMELINESS, OR COMPLETENESS OF OUR OFFERINGS, INCLUDING AI OUTPUT GENERATED BY THE ASSISTANT. HAPP DOES NOT GUARANTEE THAT THE ASSISTANT'S PERFORMANCE, INCLUDING SPEECH RECOGNITION, NATURAL LANGUAGE UNDERSTANDING, OR AUTOMATED RESPONSE GENERATION, WILL BE ACCURATE, RELIABLE, OR SUITABLE FOR YOUR SPECIFIC NEEDS. HAPP IS NOT RESPONSIBLE FOR ANY DECISIONS OR ACTIONS TAKEN BASED ON AI OUTPUT OR OTHER CONTENT PROVIDED THROUGH OUR OFFERINGS.

17.4. HAPP EXPRESSLY DISCLAIMS ANY WARRANTY THAT OUR OFFERINGS WILL BE FREE FROM ERRORS, VIRUSES, WORMS, MALWARE, OR OTHER HARMFUL COMPONENTS. YOU ARE RESPONSIBLE FOR IMPLEMENTING APPROPRIATE SECURITY MEASURES, INCLUDING ANTI-VIRUS AND FIREWALL SOFTWARE, TO PROTECT YOUR SYSTEMS WHEN USING OUR OFFERINGS.

17.5. YOU ACKNOWLEDGE THAT OUR OFFERINGS MAY BE UNAVAILABLE DUE TO FACTORS BEYOND HAPP'S REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO, SCHEDULED OR UNSCHEDULED MAINTENANCE, TECHNICAL FAILURES, TELECOMMUNICATIONS DISRUPTIONS, CYBERATTACKS (E.G., DENIAL OF SERVICE ATTACKS), ACTS OF GOD, OR THIRD-PARTY SERVICE FAILURES. HAPP EXPRESSLY DISCLAIMS ANY WARRANTY REGARDING THE CONTINUOUS AVAILABILITY, ACCESSIBILITY, SECURITY, OR PERFORMANCE OF OUR OFFERINGS AFFECTED BY SUCH FACTORS.

17.6. HAPP IS NOT RESPONSIBLE OR LIABLE FOR THE PERFORMANCE OR CONTINUING COMPATIBILITY OF ANY DEVICE, TELEPHONY INFRASTRUCTURE, OR THIRD-PARTY SERVICES USED TO ACCESS OR INTEGRATE WITH OUR OFFERINGS. YOU ARE RESPONSIBLE FOR ENSURING THAT YOUR SYSTEMS MEET THE TECHNICAL REQUIREMENTS SPECIFIED ON THE PLATFORM (IF ANY).

17.7. YOU ACKNOWLEDGE THAT THE ASSISTANT RELIES ON A THIRD-PARTY AI SYSTEM, AND ITS PERFORMANCE MAY BE SUBJECT TO LIMITATIONS INHERENT TO AI TECHNOLOGY, INCLUDING INACCURACIES IN SPEECH RECOGNITION OR RESPONSE GENERATION. HAPP MAKES NO WARRANTY THAT THE ASSISTANT WILL PERFORM WITHOUT ERRORS OR MEET ALL YOUR BUSINESS NEEDS.

17.8. THE PLATFORM AND SERVICES MAY NOT BE AVAILABLE IN ALL LANGUAGES OR COUNTRIES. HAPP MAKES NO REPRESENTATION THAT OUR OFFERINGS ARE APPROPRIATE, ACCURATE, OR AVAILABLE FOR USE IN ANY PARTICULAR LOCATION. AVAILABILITY, PRICING, AND PAYMENT TERMS MAY VARY AND ARE SUBJECT TO CHANGE, AS DETAILED ON THE PLATFORM.

17.9. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY HAPP, ITS EMPLOYEES, AGENTS, OR REPRESENTATIVES SHALL CREATE A WARRANTY OR INCREASE THE SCOPE OF THESE DISCLAIMERS.

17.10. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU. IN SUCH CASES, HAPP'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. NOTHING IN THIS SECTION LIMITS YOUR STATUTORY RIGHTS AS A CONSUMER UNDER APPLICABLE LAW.

18. Liability. Limitation of Liability

18.1. HAPP and You shall be responsible for fulfilling their respective obligations under these Terms in accordance with applicable laws.

18.2. Your use of Our Offerings is at Your sole risk. HAPP does not accept liability for any activities You undertake through the use of Our Offerings, except as expressly provided in these Terms or required by applicable law.

18.3. To the fullest extent permitted by applicable law, HAPP disclaims any and all liability to You or any third party relating to Your use of Our Offerings, including but not limited to errors, inaccuracies, or omissions in the Assistant's performance (e.g., speech recognition or response generation), AI Output, or any loss or damage incurred as a result of using Our Offerings.

18.4. You are solely responsible for ensuring that all User Content, data, documentation, and materials provided to HAPP are accurate, complete, current, and lawful. HAPP shall not be liable for any failure to deliver Services, improper provision of Services, delays, or inaccuracies arising from incomplete, outdated, misleading, or unlawful User Content. You assume full responsibility for any consequences, including legal or financial ramifications, resulting from the submission of such content.

18.5. HAPP shall not be liable for any Third-Party Services, products, or systems Integrated with Our Offerings, including but not limited to telephony infrastructure, or the third-party AI system used by the Assistant. HAPP does not control or guarantee the accuracy, functionality, availability, or security of such Third-Party Services, and any issues, delays, or damages arising from their failure or misconduct are Your sole responsibility to address.

18.6. You are responsible for the timely payment of all fees associated with Your selected Tariff Plan, including recurring subscriptions and any additional charges for exceeding usage limits. HAPP shall not be liable for any failure to provide, delay in, or limitation of access to Services resulting from Your failure to make timely payments or comply with financial obligations. Non-payment may result in suspension or termination of Your access to the Services.

18.7. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, SHALL HAPP BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO INCREASED COSTS, DIMINUTION IN VALUE, LOST BUSINESS, LOST PRODUCTION, LOST REVENUES, LOST PROFITS, LOSS OF GOODWILL OR REPUTATION, OR COST OF REPLACEMENT GOODS OR SERVICES, EVEN IF HAPP WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.8. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HAPP'S AGGREGATE LIABILITY TO YOU ARISING OUT OF, RESULTING FROM, OR IN CONNECTION WITH THESE TERMS OR OUR OFFERINGS SHALL NOT EXCEED THE GREATER OF: (1) THE FEES YOU PAID TO HAPP FOR THE SERVICES DURING THE 6 (SIX) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (2) USD 100 (ONE HUNDRED U.S. DOLLARS).

18.9. HAPP shall not be liable for any losses or damages arising from payment processing errors, fraud, or unauthorized transactions resulting from Your failure to secure Your Account or payment credentials. You are responsible for resolving any disputes with payment processors or financial institutions.

18.10. The limitations of liability in this Section shall not apply to: (1) Your indemnification obligations hereunder; (2) damages resulting from Your gross negligence or willful misconduct; (3) any other liability that cannot be excluded under applicable law.

19. Indemnification

19.1. You agree to defend, indemnify, and hold Us harmless, including Our officers, directors, employees, agents, subcontractors, licensors and suppliers, any of Our affiliates, successors, assigns, and licensees (and any of the foregoing in relation to Our affiliates) from and against any claims, actions, or demands, damages, losses, liabilities, judgments, settlements, costs, or expenses (including attorneys' fees and costs) arising directly or indirectly from or relating to (i) the breach of these Terms by You or anyone using Your device; (ii) any claim, loss, or damage experienced from Your use or attempted use of (or inability to use) the Platform and/or the Services; (iii) Your violation of any law or regulation; or (iv) any other matter for which You are responsible under these Terms, or any applicable law or regulation of any nature or force.

19.2. We reserve the right, at Your expense, to assume the exclusive defense and control of any demand, claim, or action arising hereunder or in connection with the Platform and/or the Services and all negotiations for settlement or compromise. You agree to fully cooperate with Us in the defense of any such demand, claim, action, settlement, or compromise negotiations, as requested by Us.

19.3. We will use reasonable efforts to notify You of any such claim, action, or proceeding upon becoming aware of it. If You are prohibited by law from entering into the indemnification obligation above, then You assume, to the extent permitted by law, all liability for all claims, demands, actions, losses, liabilities, and expenses (including attorneys' fees, costs, and expert witnesses' fees) that are the stated subject of the indemnification obligation above.

20. Term and Termination

20.1. Effective Date. These Terms shall take effect upon Your acceptance, including through Your registration of an Account or use of the Platform or Services, and shall remain in effect until Your authorization to access or use the Platform, Services, or Your Account is terminated. You are bound by these Terms whenever You access or use the Platform, Services, or maintain an active Account, regardless of the frequency or duration of use.

20.2. Termination by the User. You may terminate these Terms at any time by permanently ceasing to use the Platform and Services, deleting Your Account, and discontinuing any further access. Upon termination and Account deletion, You will no longer be bound by these Terms, except for any outstanding obligations or liabilities incurred prior to termination that remain due under the Terms.

20.3. Termination by HAPP. We reserve the right to suspend, restrict, or terminate Your Account or access to the Platform and/or Services at Our sole discretion, with or without prior notice, under the following circumstances: (1) You breach or violate any provision of these Terms; (2) We are required to do so by law, regulation, or governmental authority; (3) We determine that Your continued use of the Platform or Services could pose a risk, harm, or legal liability to Us, other Users, or third parties; (4) or the Platform and/or Services are discontinued, whether temporarily or permanently.

20.4. In the event of Your breach of the Terms, the right to terminate Your access to the Platform and/or the Services is in addition to and not in lieu or limitation of any other right or remedy that may be available to Us.

20.5. Effect of Termination. Upon termination of the Terms:

• 20.5.1. Your Account and right to access and use the Platform and Services shall immediately cease, and any associated Account data may be deleted in accordance with Our Privacy Notice, subject to applicable legal requirements;
• 20.5.2. any outstanding obligations or liabilities incurred by either Party prior to termination shall survive;
• 20.5.3. all provisions that by their nature are intended to survive termination, including but not limited to "INTELLECTUAL PROPERTY", "LIABILITY. LIMITATION OF LIABILITY", "INDEMNIFICATION", "TERM AND TERMINATION" shall remain in full force and effect.

20.6. Any termination of these Terms for any reason shall not affect or prejudice any right to damages or other remedies which We may have in respect of the event giving rise to the termination or any other reason to damages or other remedies which We may have in respect of any of Your failure to comply with or breach of these Terms which occurred at or before the date of termination.

21. Choice of Law; Dispute Resolution

21.1. All disputes and differences that may arise in the course of performance of the Terms or in connection therewith shall be resolved by the Parties through negotiations. All claims shall be considered by HAPP in writing and sent to the HAPP's e-mail address, namely: [email protected], within 30 (thirty) days from the date of sending the letter by the User.

21.2. If the Parties fail to resolve a dispute through negotiations, all disputes, controversies, or claims arising out of or related to these Terms, including their conclusion, interpretation, execution, breach, termination, or invalidity, shall be referred to and finally resolved by the competent courts of Ukraine. The governing law of these Terms shall be the substantive law of Ukraine.

21.3. Nothing in this Section deprives a consumer resident in the European Economic Area of the protection of the mandatory provisions of the law of their country of residence, or of the right to bring proceedings in the courts of that country.

21.4. HAPP and a business User may agree a different governing law and forum in a separately signed agreement, which will prevail over this Section for that User.

22. Third Party Websites and Services

22.1. Third-Party Services. The Platform and Services rely on or interoperate with Third-Party Services, including but not limited to telephony infrastructure, data storage services, and the third-party AI system integrated into the Assistant. These Third-Party Services are beyond HAPP's control, and their operation may impact, or be impacted by, the use, reliability, or availability of Our Offerings. HAPP does not guarantee the accuracy, functionality, availability, or security of Third-Party Services, and any issues, delays, or damages arising from their failure or misconduct are Your sole responsibility to address.

22.2. Third-party content and links. HAPP may provide links to third-party websites, products, services, or content, or allow third parties to make their content or information available on or through the Platform. HAPP does not verify, endorse, or assume responsibility for third-party content, including the business practices, privacy policies, or terms of use of third-party websites or services. Your interactions, correspondence, or dealings with third parties, including Your access to or use of Third-Party Services and their content, are solely between You and the third party. You are responsible for reviewing the applicable terms, conditions, and policies (e.g., privacy policies, terms of service) of such third parties.

23. Personal Data

23.1. We may receive Your personal data during Your use of the Services, as well as when You decide to contact Us.

23.2. We recognize the importance of protecting Your personal data, which is why We have drafted a Privacy Notice. HAPP collects, stores, and uses personal data in accordance with these Terms and the Privacy Notice, and takes all necessary precautions to protect the confidentiality of Users' personal data. HAPP takes all necessary measures to protect the confidentiality of Users' personal data in accordance with the procedure generally used to protect this kind of information in the existing business environment.

23.3. HAPP's Privacy Notice is an integral part of these Terms. We encourage You to read the Privacy Notice, and to use it to help make informed decisions.

23.4. Data Processing Agreement. Where HAPP processes personal data on Your behalf in connection with Your use of the Services, HAPP acts as a processor and You act as a controller. That processing is governed by Our Data Processing Agreement, which is incorporated into and forms an integral part of these Terms and takes effect automatically on Your acceptance of these Terms. No separate signature is required. A counter-signed copy, and the current list of Our sub-processors at happ.tools/subprocessors, are available on request at [email protected].

23.5. Your obligations towards Subscribers. You are the controller of Subscriber personal data. You are responsible for informing Subscribers that they are interacting with an artificial intelligence system, that calls and messages are recorded and transcribed, and for obtaining any consent required by the call-recording, telecommunications, and privacy laws of the jurisdictions in which You deploy the Assistant. HAPP provides the technical means to make those disclosures; HAPP is not responsible for whether You use them.

24. Changes to the Terms

24.1. We are constantly updating the Platform and Services to provide better options and features, or for other reasons. In certain instances, it may be necessary to update or modify the Terms to reflect these and other changes (e.g., to reflect updates to Our practices and policies). Accordingly, You agree that We may at any time update or modify these Terms, as appropriate or necessary.

24.2. Modifications will take effect: (a) for changes that do not materially and adversely affect Your rights, upon posting on the Platform; and (b) for all other changes, 30 (thirty) days after We notify You by email to the address associated with Your Account and post the revised Terms on the Platform. If You do not accept a change under (b), You may terminate Your Account before it takes effect, and We will refund any prepaid fees covering the unused remainder of Your Tariff Plan. Continued use of the Services after a change under (b) takes effect constitutes acceptance of it.

24.3. It is Your responsibility to review the Terms and the Platform from time to time for any changes. Your access and continued use of the Platform or Services following any modification of these Terms will signify Your assent to and acceptance of the same. If You object to any revision to the Terms, immediately discontinue use of the Platform and Services and, if applicable, terminate Your Account.

25. Miscellaneous Provisions

25.1. Entire agreement. The Terms, Privacy Notice and other policies posted by Us on the Platform constitutes the entire agreement between the Parties relating to the subject matter of the Terms and supersedes all prior or contemporaneous communications, agreements and understandings, written or oral, with respect to the subject hereof, and prevails over any conflicting or additional terms of any order, acknowledgment, or similar communication between the Parties.

25.2. Severability. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary to ensure that these Terms otherwise remain in effect. Failure of HAPP to enforce any part of these Terms shall not constitute a waiver of the HAPP's right to further enforce such or any other part of the Terms.

25.3. Notices. Any notice or other communication under these Terms shall be in writing and deemed given and received when sent by email.

25.3.1. All notices from Us shall be sent from an official email address associated with the domain @happ.tools. It is the User's responsibility to ensure that notices from Us are not filtered or blocked.

25.3.2. For notices from the User, the notices must be sent from the email address provided by the User during Account creation or provided when contacting HAPP (in the absence of a registered Account). It is the responsibility of the User to ensure the accuracy and operability of the provided email address.

25.3.3. By providing Your contact information, including email address, You expressly authorize Us to contact You using such contact details for purposes including, but not limited to, notifying You of any data security incident, data breach, or other matters where We are required by law to provide You with notice. You acknowledge and agree that all electronic notices have the full force and effect of paper notices.

25.4. Assignment. We reserve the right to assign or delegate the Agreement, in whole or in part, to any person or entity at any time, with or without Your consent. You may not assign or delegate any rights or obligations under the Terms without HAPP's prior written consent.

25.5. Waiver. A delay in exercising, or failure to exercise, any right or remedy in connection with the Agreement shall not operate as a waiver of that right or remedy. The waiver of a right to require compliance with any provision of these Terms in any instance shall not operate as a waiver of any further exercise or enforcement of that right. The waiver of any breach shall not operate as a waiver of any subsequent breach. No waiver in connection with these Terms shall, in any event, be effective unless it is in writing and refers expressly to this clause.

26. Contact and Identification

26.1. Who You are contracting with. These Terms are concluded with:

• Saloid Viacheslav Oleksandrovych, a sole entrepreneur registered in Ukraine under the Law of Ukraine "On State Registration of Legal Entities, Individual Entrepreneurs, and Public Organizations"
• Taxpayer Identification Number: 3628308118
• State registration record number 544422567292 dated January 12, 2022
• Registered address: 47 Ilfa i Petrova str., apartment 116, Odesa, 65122, Ukraine
• Telephone: +380 99 482 95 73

26.2. Contact points.

• Product support, billing and general enquiries: [email protected]
• Data protection, privacy and data subject requests: [email protected]
• Contractual and legal notices, including claims under Section 21: [email protected]

Appendix 1: EEA Withdrawal Rights

Instructions on withdrawal:

Right of withdrawal

You have the right to withdraw from this contract within 14 (fourteen) days, without giving any reason. The withdrawal period will expire after 14 (fourteen) days from the day of the conclusion of the contract. To exercise the right of withdrawal, You must inform us, Saloid Viacheslav Oleksandrovych, a sole entrepreneur registered in Ukraine under the Law of Ukraine "On State Registration of Legal Entities, Individual Entrepreneurs, and Public Organizations", with Taxpayer Identification Number 3628308118 and state registration record number 544422567292 dated January 12, 2022, registered at: 65122, Ukraine, Odesa region, Odesa, 47 Ilfa i Petrova str., apartment 116, of Your decision to withdraw from this contract by an unequivocal statement (e.g., a letter sent by post or email). You may use the attached model withdrawal form, but it is not obligatory. If You use this option, We will communicate to You an acknowledgement of receipt of such withdrawal on a durable medium (e.g., by email) without delay.

To meet the withdrawal deadline, it is sufficient for You to send Your communication concerning Your exercise of the right of withdrawal before the withdrawal period has expired.

Effects of withdrawal

If You withdraw from this contract, We shall reimburse to You all payments received from You, including the costs of delivery (with the exception of the supplementary costs resulting from Your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 (fourteen) days from the day on which We are informed about Your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as You used for the initial transaction, unless You have expressly agreed otherwise; in any event, You will not incur any fees as a result of such reimbursement.

If You requested to begin the performance of services during the withdrawal period, You shall pay Us an amount which is in proportion to what has been provided until You have communicated Us Your withdrawal from this contract, in comparison with the full coverage of the contract.

Model withdrawal form

Complete and return this form only if You wish to withdraw from the contract, agreement.