Date: 08/11/2024

These Terms of Service (“Terms”) govern your use of HappyWork services, including our software, websites, mobile apps, and other related products (collectively, the “Service”). The Service is made available to you (“you”) by BigUp Ventures Incorporated also known as “HappyWork” a Delaware corporation (“HappyWork,” “us” or “we”). Unless otherwise defined in the Privacy Policy (“Privacy Policy”), the definitions set forth in these Terms will apply as such terms are used in the Privacy Policy. HappyWork's provision of the Services are as indicated on a confirmed order form.

By using any part of the HappyWork Service or executing an Order Form, you agree to the applicable supplemental terms and conditions set forth herein.  The individual using the HappyWork Service or signing the Order Form on behalf of a corporation or other legal entity represents and warrants that they have the authority to bind such corporation or other legal entity to the Agreement.  

BY CLICKING “I HAVE READ AND AGREE” OR BY OTHERWISE ACCESSING OR USING THE SERVICE, YOU ARE ENTERING INTO A LEGALLY BINDING CONTRACT AND AGREE TO BE BOUND BY THESE TERMS, INCLUDING WITHOUT LIMITATION THE WARRANTY DISCLAIMERS, ARBITRATION PROVISIONS, WAIVER OF JURY TRIAL, WAIVER OF CLASS ACTION, INDEMNITY AND LIMITATION ON LIABILITY PROVISIONS BELOW AND PRIVACY POLICY, WHICH IS HEREBY INCORPORATED BY REFERENCE INTO THESE TERMS. IF YOU DO NOT UNDERSTAND OR AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICE, AND PLEASE EXIT THE SERVICE NOW.

1. Eligibility

YOU MUST BE AT LEAST 18 YEARS OLD TO USE THIS SERVICE.

IF YOU ARE USING THE SERVICES AS AN EMPLOYER, YOU ACKNOWLEDGE THAT YOU ARE NOT MISREPRESENTING ANY INFORMATION REGARDING YOUR TALENT ACQUISITION NEEDS AND WILL ONLY BE UTILIZING THE SERVICE FOR TALENT ACQUISITION PURPOSES. YOU WILL LIMIT ACCESS TO THE SERVICE TO THE ACCOUNT REPRESENTATIVE OR OTHER AUTHORIZED USERS.

IF YOU ARE USING THE SERVICES AS AN INDIVIDUAL, YOU ACKNOWLEDGE THAT YOU ARE NOT MISREPRESENTING ANY INFORMATION DURING YOUR ENROLLMENT OR USE OF THE SERVICE, INCLUDING YOUR IDENTITY OR INFORMATION ABOUT YOUR PERSONAL DATA, INCLUDING CAREER OR EDUCATIONAL EXPERIENCE. YOU HAVE A CONTINUING OBLIGATION TO KEEP YOUR IDENTITY AND CONTACT INFORMATION UP TO DATE AND ACCURATE.

Your access to the Service is non-transferable. Each user must have their own login credentials, which are limited to managing their own personal account information.

Access to the Services as an individual account is limited to a single individual person.  Access to the Services for an employer shall be limited to the designated account representative, or other authorized users.

HAPPYWORK DOES NOT KNOWINGLY (A) COLLECT OR SOLICIT PERSONAL INFORMATION FROM ANYONE UNDER 18 YEARS OF AGE OR (B) ALLOW ANYONE UNDER 18 YEARS OF AGE TO INDEPENDENTLY REGISTER FOR THE SERVICE.

HAPPYWORK MAY MODIFY THESE TERMS FROM TIME TO TIME. ANY CHANGES TO THESE TERMS WILL BE EFFECTIVE IMMEDIATELY UPON POSTING OF THE UPDATED VERSION ON THE SERVICE OR OUR WEBSITE. YOU AGREE TO PERIODICALLY REVIEW THESE TERMS, AND YOUR CONTINUED USE OF THE SERVICE FOLLOWING ANY SUCH MODIFICATION CONSTITUTES YOUR AGREEMENT TO FOLLOW AND BE BOUND BY THESE TERMS AS MODIFIED.

2. Hosted Software Services and Other Services.

2.1.   The scope of Services differs depending on whether you are using our Service as an employer (and if so, which Services you have elected and paid for) or as an individual or potential job candidate.

2.1.1.   If you are an employer or individual, our Service provides you with people profiles by analyzing real-time market signals to help you discover, engage and hire world-class people. These services are made available on a hosted, “software-as-a-service” basis through HappyWork's proprietary platform (the “Platform”) (together with the “Hosted Software Services”) and/or certain professional, consulting, or other on-hosted services (“Other Services” and together with the Hosted Software Services (collectively “Services”), as expressly set forth in the Order Form between the Parties. The Services you receive will vary based on your selection and payment.

2.1.2.   The Order Form will include, at a minimum: (a) a description of the Services to be provided by HappyWork under the Order Form;  (b) the associated fees and payment terms; and the commencement date and duration of those Services (a “Subscription Term”).  Each Order Form, once executed by the Parties, will be deemed incorporated into these Terms by reference and made an integral part of the agreement governing your access to and use of the Services identified in such executed Order Form.  The executed Order Form, these Terms, HappyWork's Privacy Policy, and any other terms and conditions that are incorporated by reference expressly in any of the foregoing, constitute the entire “Agreement” between you and HappyWork.   In order to be binding, the Order Form must be signed by both parties.  Each Order Form entered into by the Parties results in a separate agreement between the Parties.

2.2.   You understand that you must pass the required identity verification protocols each time you attempt to use the Services.

3. License to Use the Service; Client Account

3.1.    The Service, including without limitation the text, graphics, images, photographs, videos, illustrations and other content contained therein, are owned by HappyWork or its licensors and are protected under both United States and foreign laws. The Service is licensed, not sold, to you. The Service is licensed to you only for the purposes allowed under these Terms and any applicable Order Form. Your use of the Service is subject to all restrictions set forth in these Terms and the applicable Order Form. HappyWork reserves all rights not expressly granted to you under these Terms.

3.1.1.    If you are accessing the Account as an Individual: subject to your compliance with these Terms, HappyWork hereby grants you a personal, limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for your private use as an individual consumer and not for any commercial purpose or benefit of any third party unless otherwise expressly permitted herein.

3.1.2.    If you are accessing the Account on behalf of another entity: subject to your compliance with these Terms, HappyWork hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for your internal business uses only. You shall not commercially exploit or resell to any third-party candidate relationship management system in whole or in part, or any of the functionality contained herein. You agree to comply with all Applicable Laws, including without limitation, applicable anti-spam regulations and “do not call registries” as well as guidelines and restrictions provided by HappyWork to You in writing.

3.1.3.    Any use of the Service other than as expressly authorized herein is strictly prohibited and will automatically and immediately terminate any and all licenses granted to you under these Terms.

3.2.    You acknowledge and agree that we may, from time to time, change the Service without notice to you, and that your right to use the Service will be limited to the then-current version of the Service that is offered by HappyWork. In addition, we may suspend your access to the Service at any time for any reason. Termination of your right to use the Service will include the deletion of information in your user account such as your email address, password, and stored account information. You also have the right to discontinue using the Service as set forth in an Agreement, however, payment will continue for the duration of the Subscription Term, unless otherwise agreed to by HappyWork in advance.

3.3.    We are not responsible for any loss or harm related to your inability to access or use the Service.

4. Your Responsibilities; Prohibited Uses

4.1.    Your Responsibilities. You agree to only provide accurate and complete information to HappyWork during the course of your use of the Service. Additionally, it is your responsibility to provide us with true, accurate, and complete email address, contact, and other information related to your account(s), and to maintain and promptly update any changes in this information.

4.1.1.    For the period of Service, and for six months thereafter, you agree to provide us with: access to each email account (each an “Account”) provided to you as part of the Services for us to use on your behalf on the Platform.  The Account may be used for viewing, sending and receiving emails on your behalf. We may periodically access the Account to read, send, and manage connected Accounts for the duration of Services. We may access the Account to read previously sent emails for a period of six months after the termination of Services, or such longer period as permitted or required by local law, in order to enforce this Agreement and to settle potential claims. Messages sent via the Services are intended to be confidential and not viewable by other users. However, we may access these messages as required by this Agreement and Applicable Law..

4.1.2.    You are responsible for maintaining the confidentiality and security of your individual account credentials, and you understand that you may not share this information with anyone else (including agents or representatives) or attempt to access the accounts of any other person. You are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify HappyWork of any unauthorized use of your password or account, and (b) ensure that you properly exit from your account at the end of each session. HappyWork shall not be liable for any loss or damage arising from your failure to comply with any of these Terms

4.1.3.    You shall cooperate with us to provide us with access to all materials and information necessary for us to provide the Services as set forth in any order, including access to your Applicant Tracking System (“ATS”) or other source of job listings, which may include links, usernames, passwords, or other information reasonably necessary to enable us to access your ATS or other source of job listings for the purpose of utilizing third-party application programming interfaces.

4.1.4.    You also agree to provide us with a worldwide, non-exclusive license to reproduce, distribute, display and perform (whether publicly or otherwise), modify, prepare derivative works of, host, transmit, and otherwise use Your Content (as defined below), as reasonably necessary to make available to You the Services. You shall remain solely responsible for all Your Content provided to HappyWork.

4.1.5.    You understand and agree that HappyWork or its Affiliates may anonymize and aggregate yourdata or derived data made available to HappyWork and its Affiliates through Your access to or use of the Services (collectively, “Aggregated Data”) and may use the Aggregated Data to analyze, improve, support, provide and operate the Services or any other software or services offered or made available by HappyWork and/or its Affiliates during and after the Term, provided that at all times such Aggregated Data does not identify You or any individual user as the source of the Aggregated Data.

4.1.6.    You agree to timely pay all fees in accordance with an Order. Fees are billed in advance and are non-refundable. Fees shall be paid within fourteen (14) days of Your receipt of HappyWork's invoice. Late payments are subject, at HappyWork's discretion, to a penalty equal to three percent (3%) of the outstanding Fees, other than to the extent such Fees are disputed in good faith by You. Without limiting any of HappyWork's termination rights in the Agreement, HappyWork may suspend performance of the Order Form if HappyWork has not received full payment within ten (10) days of written notice that such payment is overdue. All Fees are exclusive of any sales tax, service tax, value added tax (“VAT”) or other tax that may be applicable to the transaction (“Taxes”), which, where chargeable by HappyWork, will be set forth in the applicable invoice and shall be payable by You. Taxes shall not include taxes based upon HappyWork's income. Upon expiration or termination of an Order, You will timely pay HappyWork for all Services rendered and expenses incurred as of the effective date of the expiration or termination of the Order and the remaining months under the term.

4.2 Prohibited Uses 

When using the Service, you agree not to: 

4.2,1 Interfere with or Disrupt the Service: Don’t abuse, disrupt, or attempt to bypass any security features of the Service, or use automated tools like bots or scraping software without our permission.

4.2.2 Misuse the Service: Don’t use the Service for any unlawful, fraudulent, or harmful activity, including sending spam or unauthorized advertising.

4.2.3 Infringe on Rights: Don’t infringe on anyone’s intellectual property, privacy, or other rights, and don’t impersonate others or misrepresent your affiliation with any person or entity.

4.2.4.Commercial Exploitation: Don’t resell or commercially exploit the Service without our explicit written consent.

4.2.5 Unauthorized Access: Don’t try to access accounts, data, or systems that you don’t have permission to use.

Failure to comply with these rules may result in the termination of your access to the Service.

5. Intellectual Property

5.1.    You acknowledge that we or our licensors retain all rights in the Service, our name, logo or other marks (together, the “HappyWork ID Marks”), and any related intellectual property rights, including, without limitation, all modifications, enhancements, derivative works and upgrades thereto. You agree that you will not use or register any trademark, service mark, business name, domain name or social media account name or handle which incorporates in whole or in part the HappyWork ID Marks or is similar to any of these.

5.2.    All materials available through the Service may be accessed, downloaded, or printed for the user’s own personal, noncommercial purpose and solely within the scope allowable by these Terms except in circumstances specified by federal or local law. No other use of these materials is allowed without express written permission of HappyWork.

5.3.    Any unauthorized use of the words or images from the Service may violate copyright laws, trademark laws, the laws of privacy and publicity, and civil and criminal statutes. The Service includes material that is derived in whole or in part from materials that are copyrighted, including the content, format and layout of the Service. The copyrights are owned by HappyWork, or for licensed content, by the content providers.

5.4.    None of the names, trademarks, service marks and logos of HappyWork appearing on the Service may be used in any advertising, publicity or otherwise to indicate HappyWork's sponsorship of or affiliation with any product or service without express written permission of HappyWork. Nothing in the Service grants you any license or right to use any trademark displayed on the Service without written permission from HappyWork or the trademark owner.

6. Your Content

6.1.    The Service may enable you to provide information, text, links, graphics, photos, videos or other materials (“Your Content”). We do not endorse or take responsibility for Your Content. By submitting Your Content to the Service, you represent and warrant that you have all rights, power and authority necessary to grant the rights to Your Content contained within these Terms. You retain any ownership rights you have in Your Content, but you grant us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, transferable and sublicensable license to use, copy, distribute, perform and display Your Content and any name, username or likeness provided in connection with Your Content to enable your use of the Service. This license includes the right for us to make Your Content available to other companies or organizations who partner with us to enable your use of the Service. You also agree that we may remove metadata associated with Your Content, and you irrevocably waive any claims and assertions of moral rights or attribution with respect to Your Content.

6.2.    Although we have no obligation to screen, edit or monitor Your Content, we may, in our sole discretion, delete or remove Your Content at any time and for any reason, including for a violation of these Terms or if you otherwise create liability for us.

6.3.    If you use the Service, you understand that you are responsible for safeguarding and securing your mobile device and the associated credentials (such as your PIN code needed to access to the Services or device passwords). If you leave your mobile device unattended, or if it is lost or stolen, you understand that your account information may be accessible to others. By providing your phone number to HappyWork, you expressly consent to HappyWork calling or texting you at this phone number—in person or through an automated system.

6.4.    You shall not create, post, store or share any content that (a) is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent; (b) would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law; (c) may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of HappyWork or any third party; (d) impersonates or misrepresents your affiliation with any person or entity; (e) contains any unsolicited promotions, political campaigning, advertising or solicitations; (f) contains any private or personal information of a third party without such third party’s consent; (g) contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or (h) in our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Service, or may expose HappyWork or others to any harm or liability of any type.

7. Privacy

Please refer to our PRIVACY POLICY for information about how we collect, use, and share personally identifiable information about individual users of the Service.

8. Feedback

We value your feedback and suggestions on how to improve our Service. By sharing your feedback with HappyWork, you agree that we can use it in any way we see fit, without any obligation to you. This helps us enhance our services and create a better experience for everyone.

9. Warranties, Limitation of Liability, and Class Action Waiver

HappyWork provides the Service 'as-is' with no warranties. We are not liable for any indirect, special, or consequential damages. You agree to resolve any disputes individually, waiving your rights to class action and jury trials.

10. Indemnification

To the fullest extent permitted by Applicable Law, you hereby agree to indemnify, defend and hold harmless HappyWork and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “HappyWork Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Service; (b) Your Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including without limitation intellectual property rights or privacy rights); or (e) your conduct in connection with the Service. You agree to promptly notify HappyWork Parties of any third-party Claims, cooperate with HappyWork Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including without limitation attorneys’ fees). You also agree that, at HappyWork's option, the HappyWork Parties will have control of the defense or settlement of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and HappyWork or the other HappyWork Parties.

11. Dispute Resolution; and Arbitration

If you have a dispute with HappyWork, contact us first to try to resolve it informally. If unresolved, disputes will be handled through binding arbitration, not in court. You waive the right to class actions.

12. Governing Law and Jurisdiction

These Terms are governed by Florida law. Any disputes will be resolved in Florida courts.

13. Compliance with Laws

You must comply with all applicable laws when using the Service.

14. No Waiver.

Enforcement of these Terms is solely at HappyWork's discretion, and HappyWork's failure to enforce a provision of these Terms in a given instance does not constitute a waiver of HappyWork's right to enforce it in other instances.

15. Third-Party Content

HappyWork may provide information about third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through the Service (collectively, “Third-Party Content”). Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. HappyWork does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own sole risk.

16. General

These Terms, along with our Privacy Policy, make up the entire agreement between you and HappyWork. If any part is found to be unenforceable, the rest will still apply. HappyWork can assign its rights under these Terms, but you need our permission to do so. Nothing in these Terms creates an agency, partnership, or joint venture. Failure to enforce any provision will not constitute a waiver of that provision.

17. Contact Us

"If you have questions about these Terms, contact us at 1521 Alton Road Suite #626, Miami Beach, FL, or email us at contact@happywork.ai.