Last Updated April 27, 2019

1. Your Agreement to these Terms of Service.

   1. PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THIS IS A BINDING CONTRACT. Welcome to the services operated by V2 Media, Inc. (with its subsidiaries and affiliated companies, “Happs”) consisting of its website available at http://www.happs.tv and its mobile applications, software applications and any other websites, products or services offered by Happs (the “Happs Services”).
   2. These Terms of Service and the Happs Privacy Policy, both incorporated herein by reference, govern your access to and use of the Happs Services. These Terms of Service apply whether you are a user who registers for a Happs account or an unregistered user. You agree that by electronically signifying your acceptance of these Terms of Service or otherwise registering, downloading, accessing or using the Happs Services, you are entering into a legally binding agreement between you and Happs. You acknowledge that you have read, understood and agree to be bound by these Terms of Service. If you do not agree to these Terms of Service, do not access or otherwise use any of the Happs Services.
   3. When using the Happs Services or registering for a Happs account on behalf of a company, institution, business, educational or charitable entity or any other form of organization (an “Organization”), you represent and warrant that you: (i) are an authorized representative of that Organization with the authority to bind that Organization to these Terms of Service and grant the licenses set forth herein; and (ii) agree to these Terms of Service on behalf of such Organization.
   4. Happs may modify these Terms of Service by posting the modified terms on Happs’ website(s) and/or through the Happs Services. However, changes made to these Terms of Service will not apply to you to the extent that (i) the changes concern matters which are the subject of an actual dispute between you and Happs as of the date the changes take effect and (ii) Happs has actual notice of the dispute as of the date the changes take effect. By continuing to access or use the Happs Services, after Happs makes any such modification, you agree to be bound by the modified Terms of Service.

2. Use of the Happs Services by Minors.

   1. The Happs Services are not to be used by individuals under the age of 13. If you are an individual between the ages of 13 and 18 (or between 13 and the age of legal majority in your jurisdiction of residence), you may only use the Happs Services under the supervision of your parent or legal guardian who agrees to be bound by these Terms of Service.
   2. BY DOWNLOADING, INSTALLING OR OTHERWISE USING THE HAPPS SERVICES, YOU REPRESENT THAT, IF YOU ARE AN INDIVIDUAL, YOU ARE AT LEAST 13 YEARS OF AGE AND THAT, IF YOU ARE AN INDIVIDUAL BETWEEN THE AGES OF 13 AND 18 (OR BETWEEN 13 AND THE AGE OF LEGAL MAJORITY IN YOUR JURISDICTION OF RESIDENCE), YOUR PARENT OR LEGAL GUARDIAN AGREES TO BE BOUND BY THESE TERMS OF SERVICE.

3. Your Happs Account.

   1. In order to access certain features of the Happs Services, you may be required to register for a Happs account. You agree to provide Happs with accurate and complete registration information and to promptly notify Happs in the event of any changes to any such information. You may not use false identities or impersonate any other person when registering for a Happs account.
   2. You are solely responsible for the security and use of your account credentials. You will take all reasonable steps to ensure that your account credentials are kept confidential and secure, are used properly and are not disclosed to or used by any other person or entity. You are solely responsible for any activities or actions taken under your account credentials, whether or not authorized by you. You will immediately notify Happs of any unauthorized use of your account credentials. Happs reserves the right to require you to change your account credentials for any reason and may do so at any time.
   3. Unless otherwise expressly agreed in writing between you and Happs, you may not sell, rent, lease, share or provide access to your account to anyone else (except to the extent that individual users who are members of an Organization which has agreed to these Terms of Service may access and use the Happs Services on behalf of such Organization).
   4. Happs may permit you to register for and log on to the Happs Services via certain third-party services. The third-party’s collection, use and disclosure of your information will be subject to that third-party service’s privacy policy.
   5. If you register for the Happs Services, Happs will, from time to time, send you information about those Services when permissible. If you do not want to receive marketing materials from us, simply click the ‘unsubscribe’ link in any email. Happs sometimes contacts people who do not have a Happs account, as permissible by applicable law. If you receive an email and no longer wish to be contacted by Happs, you can unsubscribe and remove yourself from our contact list via the message itself.

4. License to Use the Happs Services and Related Material.

   1. Unless otherwise stated in these Terms of Service, the Happs Services and all content, information, and other materials available on or through the Happs Services (but excluding “Contributed Content”, as described in Section 5 below), including, without limitation, Happs’ trademarks and logos, the visual interfaces, graphics, design, compilation, information, software, computer code (including source code or object code), services, text, pictures, information, data, video files, sound files, other files and the selection and arrangement thereof (collectively, the “Happs Materials”) are the property of Happs or its subsidiaries or affiliated companies and/or third-party licensors. The Happs Services and the Happs Materials are protected by intellectual property and proprietary rights and laws.
   2. Unless otherwise expressly agreed in writing between you and Happs, by agreeing to these Terms of Service you are granted a non-exclusive, limited, revocable, non-transferrable and non-sublicensable license to access and use the Happs Services and the Happs Materials solely for your own use (or, in the case of an Organization, solely for its own use) and solely to the extent permitted by the laws of the jurisdiction in which you or such Organization are located or domiciled. You are responsible for determining and complying with all such laws.
   3. Happs reserves all rights in and to the Happs Services and the Happs Materials not expressly granted in these Terms of Service. The Happs Services and the Happs Materials are licensed hereby, not sold. Any use of the Happs Services or the Happs Materials except as specifically authorized in these Terms of Service or as otherwise expressly agreed in writing between you and Happs is strictly prohibited.
   4. The license granted to you is subject to these Terms of Service and, unless otherwise expressly agreed in writing between you and Happs, does not permit you to engage in any of the following: (i) resale or commercial use of the Happs Services or the Happs Materials; (ii) distribution, public performance or public display of the Happs Services or the Happs Materials; (iii) modifying or otherwise making any derivative uses of the Happs Services or the Happs Materials, or any portion of them; (iv) use of any data mining, robots or similar data gathering or extraction methods; (v) downloading (except page caching) of any portion of the Happs Services, the Happs Materials or any information contained in them, except as enabled by Happs through the Happs Services; or (vi) any use of the Happs Services or the Happs Materials except for their intended purposes.

5. Contributed Content.

   1. The Happs Services allow users to post, stream and view live and pre-recorded audio-visual works, to interact with such works, to communicate with other users of the Happs Services and to participate in other activities through which users may create, post, transmit, perform or store content, messages, text, sound, images, applications, code or other data or materials on or through the Happs Services (collectively, “Contributed Content”).
   2. Unless otherwise expressly agreed in writing between you and Happs, Happs does not claim ownership over your Contributed Content and you have the right to use your Contributed Content outside of the Happs Services in any way you choose. But, unless otherwise expressly agreed in writing between you and Happs, when you submit, transmit, display, perform, post or store Contributed Content using the Happs Services, you grant Happs, its subsidiaries or affiliated companies and their respective sub-licensees, to the furthest extent and for the maximum duration permitted by applicable law (including in perpetuity if permitted under applicable law), a non-exclusive, worldwide, irrevocable, sub-licenseable, transferrable, and royalty-free right and license to (i) use, reproduce, modify, adapt, publish, exploit, translate, create derivative works from, incorporate into other works, broadcast, syndicate, distribute, perform and display such Contributed Content in any form, format, media or media channels now known or later developed or discovered; and (ii) use the name, identity, likeness and voice (or other biographical information) that you submit in connection with such Contributed Content. Should such Contributed Content contain the name, identity, likeness and voice (or other biographical information) of third parties, you represent and warrant that you have obtained the appropriate consents and/or licenses for your use of such features and that Happs, its subsidiaries or affiliated companies and their respective sub-licensees are allowed to use them to the extent indicated in these Terms of Service.
   3. You represent, and warrant that: (i) you are the creator of your Contributed Content or otherwise have sufficient rights and authority to grant the rights granted herein; (ii) your Contributed Content does not and will not (a) infringe, violate or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity or any other intellectual property or proprietary right, (b) violate any applicable law, rule or regulation or (c) defame any other person; (iii) your Contributed Content does not contain any viruses, adware, spyware, worms, or other harmful or malicious code; and (iv) your Contributed Content does not contain any confidential information of a third party.
   4. To the fullest extent permitted by applicable law, Happs (i) disclaims any and all liability in connection with all Contributed Content and (ii) reserves the right to remove, screen or edit any Contributed Content at any time and without notice.
   5. You are solely responsible for creating backup copies of and replacing any Contributed Content you submit, transmit, display, perform, post or store using the Happs Services at your sole cost and expense. Any feature(s) of the Happs Services that may permit the temporary saving or other storage of any Contributed Content is offered for your convenience only and does not guarantee that the Contributed Content will be retrievable. Happs has no obligation to provide copies of Contributed Content to you.

6. Prohibited Conduct.

   1. You agree that you are solely responsible for your conduct on and through the Happs Services.
   2. Without limiting any of your other obligations under these Terms of Service, you will not:
      
      

      i. submit, transmit, display, perform, post or store any content that is inaccurate, unlawful, infringing, defamatory, obscene, pornographic, invasive of privacy or publicity rights, harassing, threatening, abusive, inflammatory, or otherwise objectionable;

      ii. impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Happs accounts of others without permission, forge another person’s digital signature, misrepresent the source, identity, or content of information transmitted via the Happs Services, or perform any other similar fraudulent activity;

      iii. make unsolicited offers, advertisements, proposals, or send junk mail or spam to users of the Happs Services, including, without limitation, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, petitions for signatures, or any of the preceding things related to promotional giveaways (such as raffles and contests), and other similar activities;

      iv. harvest or collect the email addresses or other contact information of other users from the Happs Services;

      v. defame, harass, abuse, threaten or defraud users of the Happs Services, or collect, or attempt to collect, personal information about users or third parties without their consent;

      vi. remove, circumvent, disable, damage or otherwise interfere with security-related features of the Happs Services, features that prevent or restrict use or copying of any content accessible through the Happs Services, features that enforce limitations on the use of the Happs Services or delete the copyright or other proprietary rights notices on the Happs Services, the Happs Materials or Contributed Content;

      vii. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Happs Services or any part thereof, except and only to the extent that this activity is expressly permitted by the law of your jurisdiction of residence;

      viii. modify, adapt, translate or create derivative works based upon the Happs Services, the Happs Materials or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation or as otherwise expressly agreed in writing between you and Happs;

      ix. interfere with or damage operation of the Happs Services, the Happs Materials, Contributed Content or any user’s enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code;

      x. relay email from a third-party’s mail servers without the permission of that third-party;

      xi. access any website, server, software application, or other computer resource owned, used and/or licensed by Happs, including but not limited to the Happs Services, by means of any robot, spider, scraper, crawler or other automated means for any purpose, or bypass any measures Happs may use to prevent or restrict access to any website, server, software application, or other computer resource owned, used and/or licensed by Happs, including but not limited to the Happs Services;

      xii. manipulate identifiers in order to disguise the origin of any Contributed Content transmitted through the Happs Services;

      xiii. interfere with or disrupt the Happs Services or servers or networks connected to the Happs Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Happs Services; use the Happs Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Happs Services, the Happs Materials or Contributed Content, or that could damage, disable, overburden or impair the functioning of the Happs Services in any manner;

      xiv. use or attempt to use another user’s account without authorization from that user and Happs;

      xv. attempt to circumvent any content filtering techniques employed by Happs, or attempt to access any service or area of the Happs Services that you are not authorized to access;

      xvi. state or claim that Happs endorses you or any products or services for any purpose; or

      xvii. use the Happs Services for any illegal purpose, or in violation of any local, state, national, or international law, rule or regulation, including, without limitation, laws governing intellectual property and other proprietary rights, data protection and privacy.

   3. Happs takes no responsibility and assumes no liability for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity that you cause or may encounter when using the Happs Services. Your use of the Happs Services is at your own risk. In addition, these Terms of Service do not create any private right of action on the part of any third-party or any reasonable expectation that the Happs Services will not contain any content that is prohibited by these Terms of Service.
   4. Happs is not liable for any statements or representations included in Contributed Content. Happs does not endorse any Contributed Content, opinion, recommendation or advice expressed therein and Happs expressly disclaims any and all liability in connection with Contributed Content. To the fullest extent permitted by applicable law, Happs reserves the right to remove, screen or edit any Contributed Content posted or stored on or transmitted through the Happs Services at any time and without notice, including where such Contributed Content violates these Terms of Service or applicable law. Any use of the Happs Services in violation of the foregoing violates these Terms of Service and may result in, among other things, termination or suspension of your rights to use the Happs Services.

7. Trademarks and Copyright.

   1. Happs, the Happs logo and any other product or service name, logo or slogan used by Happs, and the look and feel of the Happs Services, including all page headers, custom graphics, button icons and scripts, are trademarks or trade dress of Happs and may not be used in whole or in part in connection with any product or service that is not a Happs product or service, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Happs.
   2. All other trademarks which appear in or are referenced in the Happs Services are the property of their respective owners. Reference on the Happs Services to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by Happs or any other affiliation.
   3. If you are a copyright owner or agent thereof and believe that content posted on or available through the Happs Services infringes your copyright, please contact Happs at legal@happs.tv.

8. Third-party Content and Sites.

   1. Happs may provide content from third parties on or through the Happs Services (collectively, “Third-Party Content”). Happs does not control or endorse any Third-Party Content and makes no representation or warranties of any kind regarding any Third-Party Content including, without limitation, regarding its accuracy or completeness. Happs is not responsible for any Third-Party Content.
   2. You are responsible for deciding if you want to access or use third-party websites or applications that link from the Happs Services (“Third-Party Sites”). Happs does not control or endorse any such Third-Party Sites or the information, materials, products, or services contained on or accessible through Third-Party Sites and makes no representations or warranties of any kind regarding the Third-Party Sites. In addition, your correspondence or business dealings with third parties found on or through the Happs Services are solely between you and such third party. Access and use of Third-Party Sites, including the information, materials, products, and services on or available through Third-Party Sites, is solely at your own risk.
9. Feedback. By submitting ideas, suggestions, documents, and/or proposals (“Feedback”) to Happs or its employees, you acknowledge and agree that Happs is entitled to use or disclose such Feedback for any purpose in any way without providing compensation or credit to you.
10. Suspension and Termination. To the fullest extent permitted by applicable law, Happs reserves the right, without notice and in its sole discretion, to suspend or terminate your license to use the Happs Services (including your ability to post Contributed Content), to suspend or terminate your Happs account and to block or prevent your future access to and use of the Happs Services, including where Happs determines that: (i) your Contributed Content or your use of the Happs Services or the Happs Material violates these Terms of Service or applicable law; (ii) you fraudulently use or misuse the Happs Services or the Happs Material; or (iii) Happs is unwilling or unable to continue providing the Happs Services or the Happs Material to you.
11. Indemnification. You agree to indemnify, defend, and hold harmless Happs, its subsidiaries, its affiliated companies and their respective officers, directors, employees, shareholders, agents and Happs’ third-party suppliers, licensors and partners (collectively, the “Happs Parties”), from any and all claims, losses, damages, liabilities, including legal fees and expenses, arising out of: (i) any Contributed Content you post, store or otherwise transmit on or through the Happs Services; (ii) your use or misuse of the Happs Services and/or the Happs Materials; (iii) your infringement, violation or misappropriation of the rights of any third party; (iv) any violation by you of these Terms of Service; or (v) any breach of the representations, warranties, and covenants made by you herein. Happs reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Happs and you agree to cooperate with Happs’ defense of these claims. Happs will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
12. Disclaimers; No Warranties. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (i) THE HAPPS SERVICES, THE HAPPS MATERIAL AND THE CONTENT AND MATERIALS AVAILABLE ON OR THROUGH THE HAPPS SERVICES AND THE HAPPS MATERIAL (OTHER THAN YOUR CONTRIBUTED CONTENT) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY HAPPS; (ii) HAPPS DISCLAIMS ALL OTHER WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SUBJECT MATTER OF THESE TERMS OF SERVICE; (iii) HAPPS DOES NOT REPRESENT OR WARRANT THAT THE HAPPS SERVICES, THE HAPPS MATERIAL OR THE CONTENT AND MATERIALS AVAILABLE ON OR THROUGH THE HAPPS SERVICES AND THE HAPPS MATERIAL ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE; (iv) HAPPS IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO CONTENT; AND (v) HAPPS DOES NOT REPRESENT OR WARRANT THAT THE HAPPS SERVICES, THE HAPPS MATERIAL OR THE CONTENT AND MATERIALS AVAILABLE ON OR THROUGH THE HAPPS SERVICES AND THE HAPPS MATERIAL ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, AND THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY MATERIAL AVAILABLE ON OR THROUGH THE HAPPS SERVICES AND THE HAPPS MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HAPPS OR THROUGH THE HAPPS SERVICES OR THE HAPPS MATERIALS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

13. Limitation of Liability.

    1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (i) IN NO EVENT SHALL THE HAPPS PARTIES BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SUBJECT MATTER OF THESE TERMS OF SERVICE INCLUDING, WITHOUT LIMITATION, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM HAPPS OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO HAPPS’ RECORDS, PROGRAMS OR SERVICES; AND (ii) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF HAPPS, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SUBJECT MATTER OF THESE TERMS OF SERVICE EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE HAPPS SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS ($100 USD), WHICHEVER IS GREATER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO THE PARTIES TO THESE TERMS OF SERVICE.
    2. YOU ACKNOWLEDGE AND AGREE THAT: (i) HAPPS HAS OFFERED THE HAPPS SERVICES, THE HAPPS MATERIALS, CONTENT (OTHER THAN YOUR CONTRIBUTED CONTENT), MATERIALS AND OTHER INFORMATION AND ENTERED INTO THESE TERMS OF SERVICE IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN; (ii) THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND HAPPS; AND (iii) THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND HAPPS. HAPPS WOULD NOT BE ABLE TO PROVIDE THE HAPPS SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

14. Arbitration.

    PLEASE READ THIS ENTIRE SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

    1. Agreement to Arbitrate. This Section 14 is referred to as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Happs, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Happs Services, the Happs Material or the content and materials available on or through the Happs Services and the Happs Material or any aspect of the relationship or transactions between you and Happs, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state or local agencies, and such agencies can, if the law allows, seek relief against Happs on your behalf. You agree that, by entering into these Terms of Service, you and Happs are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
    2. Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND HAPPS AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND HAPPS AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).
    3. Pre-Arbitration Dispute Resolution. Happs is always interested in resolving disputes amicably and efficiently, and most user concerns can be resolved quickly and to the user’s satisfaction by emailing Happs’ Customer Support team at customerservice@happs.tv. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Happs should be sent to legal@happs.tv (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If you and Happs do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Happs may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Happs or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Happs is entitled.
    4. Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s website. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Happs and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Happs agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
    5. Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, Happs will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Happs will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Happs will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Finally, if the value of the relief sought is $75,000 or less, Happs will pay reasonable attorneys’ fees should you prevail. Happs will not seek attorneys’ fees from you. But, if you initiate an arbitration in which you seek more than $75,000 in relief, the payment of attorneys’ fees will be governed by the AAA Rules.
    6. Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
    7. Severability. Without limiting the severability provision in the Section titled “General Provisions” of these Terms of Service, if a court or the arbitrator decides that any term or provision of this Arbitration Agreement other than Section 14.2 of this Arbitration Agreement is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court decides that any of the provisions of Section 14.2 of this Arbitration Agreement is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.
    8. Future Changes to Arbitration Agreement. Notwithstanding any provision in these Terms of Service to the contrary, Happs agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Happs Services, you may reject any such change by sending Happs written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement.

15. General provisions.

    1. These Terms of Service shall be governed by, and construed in accordance with, the laws of the State of California, without regard to any choice of law, conflicts of law or other principles that would result in the applicable of the laws or regulations of any other jurisdiction. These Terms of Service will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act, even if that law is adopted in California. If you are outside of the United States, the parties agree that rights and obligations of the parties under this Agreement shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods.
    2. Subject to the Section titled “Arbitration”, any legal action or proceeding relating to these Terms of Service shall be instituted in a state or federal court in Los Angeles County, California. You and Happs agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.
    3. These Terms of Service and the rights and obligations herein are personal to you and you may not assign or otherwise transfer these Terms of Service or any of your rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of Happs. Happs may freely assign these Terms of Service, including, without limitation, in connection with a merger, acquisition, bankruptcy, reorganization, or sale of some or all of our assets or stock.
    4. If any one or more of the provisions of these Terms of Service are for any reason held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms of Service shall be unimpaired and shall remain in full force and effect, and the invalid, illegal or unenforceable provision(s) shall be replaced by a valid, legal and enforceable provision or provisions that comes closest to the intent of the parties underlying the invalid, illegal or unenforceable provision(s).
    5. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. A waiver by either party of any term or condition of these Terms of Service or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
    6. If Happs is unable to perform any obligation under these Terms of Service because of any matter beyond its reasonable control, such as lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes (whether or not involving employees of Happs), acts of local or central government or other competent authorities, problems with telecommunications providers, hostile network attacks or other events beyond Happs’ reasonable control (each, a “Force Majeure Event”), Happs will have no liability to you for such failure to perform; provided, however, that Happs shall resume performance promptly upon removal of the circumstances constituting the Force Majeure Event. If any Force Majeure Event continues for more than sixty (60) days, either Happs or you may terminate these Terms of Service by delivery of written notice to the other party.
    7. If you and Happs have executed a separate agreement applicable to your access to and use of the Happs Services, the Happs Material and/or Content, then the terms and conditions of such agreement shall prevail to the extent of any conflict with the terms and conditions of these Terms of Service. In all other cases, these Terms of Service constitutes the entire agreement between Happs and you with respect to its subject matter and supersedes all prior communications and proposals, whether electronic, oral or written, between Happs and you.
    8. No waiver or modification of any of the provisions of these Terms of Service shall be binding unless in writing and signed by a duly authorized representative of each party.
    9. Notice for California users. Under California Civil Code Section 1789.3, users from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

You may contact Happs at:
V2 Media, Inc.
24955 Pacific Coast Highway,
Suite C-201
Malibu, CA 90265
customerservice@happs.tv