Terms of Service

Last updated: 25 June 2026

These Terms of Service ("Terms") govern your access to and use of the Happyn marketplace and website, together with any applications we may offer (together, the "Service"), operated by Happyn, Inc. ("Happyn", "we", "us", "our"). By creating an account, or by accessing or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

1. Acceptance of Terms

By registering for, accessing, or using the Service you confirm that you have read, understood, and agree to these Terms and to our Privacy Policy. These Terms incorporate by reference our Payments, Cancellation & Refund Policy, Sellers Policy, and End User License Agreement (EULA).

2. Eligibility & Accounts

• You must be at least 18 years old and able to form a binding contract to use the Service.
• You agree to provide accurate, current, and complete information and to keep it up to date.
• You are responsible for safeguarding your account credentials and for all activity that occurs under your account.
• Notify us immediately at support@happyn.com of any unauthorised use of your account.

3. The Platform's Role

Happyn is a two-sided marketplace that connects customers and event hosts ("Hosts") with professional service providers ("Vendors"). We provide the venue for discovery, matching, booking, and payment, but we are not a party to the contract for services between a Host and a Vendor. Happyn acts as a limited payment-collection agent for the Vendor: when a Host pays, we hold the funds and release them in accordance with our Payments Policy.

Vendors are independent contractors and are solely responsible for the services they provide. We do not guarantee the quality, safety, legality, or availability of any listing or service.

4. License & Restrictions

Subject to these Terms, we grant you a personal, revocable, non-exclusive, non-transferable, limited license to access and use the Service, strictly for your personal or professional use as a Host or Vendor. This license does not grant you any rights to the Service's source code. If we offer a downloadable application, additional license terms are set out in our EULA. You agree that you will not, and will not permit others to:

• Decompile, reverse engineer, or attempt to discover the source code or algorithms of the Service;
• Sell, rent, lease, sublicense, or distribute the Service;
• Create derivative works or "skins" based on the Service's interface; or
• Bypass any technological measures or content protections used in the Service.

We may update, improve, or modify the Service from time to time. Where we provide a downloadable application, it may automatically download and install updates.

5. Acceptable Use

You agree not to use the Service to:

• Violate any law or the rights of others;
• Post false, misleading, fraudulent, or infringing content, or impersonate any person or entity;
• List or transact in illegal, unsafe, counterfeit, or prohibited goods or services;
• Circumvent the platform to avoid fees, or solicit users off-platform to evade these Terms;
• Upload viruses or malicious code, or interfere with the integrity or performance of the Service; or
• Harass, abuse, or harm another person.

6. User Content

You retain ownership of the content you submit (listings, photos, reviews, messages). You grant Happyn a worldwide, non-exclusive, royalty-free license to host, store, reproduce, and display your content as necessary to operate and promote the Service. You are responsible for your content and represent that you have the rights to share it and that it does not infringe any third party's rights.

Happyn does not pre-screen user content and is not responsible for content posted by users. User content represents the views of the user who posted it, not Happyn, and we do not endorse it. We may, but are not obligated to, review, monitor, moderate, or remove any content, and may suspend or remove content or accounts that violate these Terms or applicable law. Reviews must reflect a genuine, first-hand experience.

6A. Copyright & DMCA Notices

Happyn respects intellectual-property rights and responds to notices of alleged infringement under the Digital Millennium Copyright Act (DMCA). We will, in appropriate circumstances, terminate the accounts of users who are repeat infringers.

If you believe content on the Service infringes your copyright, send a written notice to our designated agent at copyright@happyn.com including: (1) your physical or electronic signature; (2) identification of the copyrighted work; (3) identification of the allegedly infringing material and its location on the Service; (4) your contact information; (5) a statement that you have a good-faith belief the use is not authorised; and (6) a statement, under penalty of perjury, that the information is accurate and you are authorised to act for the rights holder.

If your content was removed due to a DMCA notice, you may submit a counter-notification to the same address. Misrepresentations in a notice or counter-notification may result in liability under 17 U.S.C. §512(f).

7. Fees & Payments

Quotes display the Vendor Fee, the Platform Service Fee, and applicable taxes. Whether the Platform Service Fee is refunded depends on the reason for cancellation or refund — for example, it is refunded in full when a Vendor cannot fulfil your order, and refunded less a flat cancellation fee when you cancel before fulfilment. Payments are processed by Stripe; we do not store full card numbers. The full payment, cancellation, refund, chargeback, and force-majeure terms are governed by our Payments, Cancellation & Refund Policy, which forms part of these Terms.

8. Cancellations & Refunds

Cancellation eligibility and refund amounts depend on the cancellation window prior to the event and on any custom window set by the Vendor at the time of booking. See our Payments Policy for the complete cancellation windows and refund rules.

9. Intellectual Property

The Service, including its software, design, matching algorithms, vendor databases, and architecture, is owned by Happyn and protected by intellectual-property laws. Except for the limited license above, no rights are granted to you.

10. Disclaimers

To the maximum extent permitted by law, the Service is provided "as is" and "as available" without warranties of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or secure.

11. Limitation of Liability

To the maximum extent permitted by law, Happyn and its officers, employees, and agents will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or in connection with your use of the Service. Our total aggregate liability for any claim relating to the Service will not exceed the greater of the Platform Service Fees you paid to us in the twelve (12) months before the event giving rise to the claim, or USD $100.

12. Indemnification

You agree to indemnify, defend, and hold harmless Happyn, Inc. from any claims, damages, or legal fees arising from your use of the Service, your content, your violation of these Terms, or your violation of any law or the rights of a third party.

13. Dispute Resolution, Arbitration & Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles.

Informal resolution first. Before filing a claim, you agree to try to resolve the dispute informally by contacting us at support@happyn.com. If we cannot resolve it within 30 days, either party may begin arbitration.

Binding arbitration. Any dispute arising out of or relating to these Terms or the Service that is not resolved informally will be settled by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, seated in Wilmington, Delaware. Judgment on the award may be entered in any court of competent jurisdiction.

Class-action waiver.You and Happyn agree that claims will be brought only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person's claims or preside over any form of a representative or class proceeding.

Jury-trial waiver. You and Happyn waive any right to a jury trial in any dispute subject to this section.

30-day right to opt out. You may opt out of this arbitration agreement by emailing support@happyn.comwith the subject "Arbitration Opt-Out" within 30 days of first accepting these Terms. Opting out does not affect any other part of these Terms.

Exceptions.Either party may bring an individual claim in small-claims court, and either party may seek injunctive or equitable relief in court to protect its intellectual-property rights. For disputes relating to a specific booking, Happyn's determination under the Payments Policy applies.

14. Termination

You may stop using the Service at any time. We may suspend or terminate your access immediately, without notice, if you breach these Terms or create risk or legal exposure for Happyn. Upon termination, your license ends and you must cease all use of the Service. Sections that by their nature should survive (including Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, and Dispute Resolution, Arbitration & Class-Action Waiver) will survive termination.

15. Changes to These Terms

We may update these Terms from time to time. We will notify registered users of material changes by email or in-app notice before they take effect. Your continued use of the Service after changes become effective constitutes acceptance of the revised Terms.

16. Contact

Questions about these Terms can be directed to Happyn, Inc. at support@happyn.com or via https://happyn.com.