Terms and Conditions

Purpose and Scope

These General Terms and Conditions (the "Terms") govern the relationship between Happy Critics and its customers regarding access to and use of the Happy Critics platform and services. By accessing or using our services, you agree to be bound by these Terms. If you do not agree with these Terms, you should not use our services.

Operator Information

Happy Critics is a service provided to help businesses manage their online reviews and customer feedback. For inquiries regarding these Terms or our services, please contact us at: support@happycritics.com

Access Requirements

To access and use the Happy Critics services, you must have appropriate internet connectivity, compatible devices, and supported web browsers. You are responsible for maintaining the security of your account credentials and for all activities that occur under your account. You must be at least 18 years old and have the legal authority to enter into these Terms on behalf of your business.

Acceptance of Terms

By creating an account, accessing our platform, or using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

Registration Procedures

To use Happy Critics, you must register for an account by providing accurate, current, and complete information. You agree to maintain and promptly update your account information to keep it accurate and current. You are solely responsible for maintaining the confidentiality of your account password and for restricting access to your account. You agree to accept responsibility for all activities that occur under your account or password.

Service Description

Happy Critics provides a platform for businesses to manage, monitor, and respond to customer reviews from various sources. Our services include review aggregation, sentiment analysis, automated response suggestions, reporting and analytics, and integration with third-party review platforms. We reserve the right to modify, suspend, or discontinue any aspect of our services at any time with reasonable notice.

Service Availability

While we strive to provide continuous service availability, we do not guarantee uninterrupted access to our platform. Scheduled maintenance will be announced in advance when possible. We are not liable for any downtime, service interruptions, or data loss that may occur due to circumstances beyond our reasonable control.

Duration and Renewal

Your subscription to Happy Critics begins on the date you complete the registration process and continues for the subscription period you select (monthly or annually). Unless you cancel your subscription before the end of the current billing period, your subscription will automatically renew for successive periods of the same duration at the then-current subscription rate.

Cancellation Policy

You may cancel your subscription at any time through your account settings or by contacting our support team. Upon cancellation, you will continue to have access to the services until the end of your current billing period. No refunds will be provided for partial subscription periods, except as required by applicable law.

Financial Conditions

Subscription fees are billed in advance on a recurring basis according to your chosen billing cycle. All fees are exclusive of applicable taxes, which will be added to your invoice as required by law. Payment is due immediately upon invoice. We accept major credit cards and other payment methods as displayed on our platform.

Late Payment and Suspension

If payment is not received by the due date, we reserve the right to suspend your access to the services until payment is received. Continued non-payment may result in termination of your account and deletion of your data in accordance with our data retention policies.

Price Changes

We reserve the right to modify our pricing at any time. Price changes will be communicated to you at least 30 days in advance and will take effect at the start of your next billing cycle. Your continued use of the services after the price change takes effect constitutes acceptance of the new pricing.

Intellectual Property

All content, features, and functionality of the Happy Critics platform, including but not limited to text, graphics, logos, icons, images, audio clips, software, and data compilations, are the exclusive property of Happy Critics or its licensors and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws.

Limited License

Subject to your compliance with these Terms, Happy Critics grants you a limited, non-exclusive, non-transferable, revocable license to access and use our services solely for your internal business purposes. This license does not include any right to: (a) resell or make commercial use of our services, (b) modify or create derivative works based on our services, (c) use data mining, robots, or similar data gathering tools, or (d) reverse engineer any aspect of our services.

Your Content

You retain all rights to the content you submit, post, or display through our services ("User Content"). By submitting User Content, you grant Happy Critics a worldwide, non-exclusive, royalty-free license to use, reproduce, process, adapt, and display such content solely to provide and improve our services. You represent and warrant that you have all necessary rights to grant this license.

Personal Data and Privacy

Your privacy is important to us. Our collection, use, and protection of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using our services, you consent to the collection and use of information as described in our Privacy Policy. We implement appropriate technical and organizational measures to protect your data in accordance with applicable data protection laws.

Data Processing Agreement

To the extent that Happy Critics processes personal data on your behalf as a data processor, we commit to processing such data only in accordance with your documented instructions and applicable data protection laws, including the GDPR. We maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing.

Your Obligations and Warranties

You agree to:

• Use our services only for lawful purposes and in accordance with these Terms
• Not use our services in any way that violates any applicable law or regulation
• Not engage in any conduct that restricts or inhibits anyone's use or enjoyment of our services
• Not use our services to transmit any harmful, offensive, or objectionable content
• Not attempt to gain unauthorized access to our systems or networks
• Not interfere with or disrupt the integrity or performance of our services
• Maintain accurate and up-to-date account information
• Comply with all applicable laws regarding online conduct and content

Prohibited Activities

You may not use our services to: (a) impersonate any person or entity or falsely state or misrepresent your affiliation with any person or entity, (b) upload or transmit viruses or malicious code, (c) collect or track personal information of others without authorization, (d) spam, phish, or engage in similar activities, (e) circumvent or disable any security features, (f) engage in unauthorized framing or linking, or (g) assist or encourage any third party in doing any of the foregoing.

Disclaimer of Warranties

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT OUR SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HAPPYCRITICS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR USE OR INABILITY TO USE OUR SERVICES, (B) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS, (C) ANY INTERRUPTION OR CESSATION OF OUR SERVICES, (D) ANY BUGS, VIRUSES, OR HARMFUL CODE TRANSMITTED THROUGH OUR SERVICES, OR (E) ANY ERRORS OR OMISSIONS IN ANY CONTENT.

Indemnification

You agree to indemnify, defend, and hold harmless Happy Critics and its officers, directors, employees, contractors, agents, licensors, and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (a) your violation of these Terms, (b) your use of our services, (c) your User Content, or (d) your violation of any rights of another party.

Force Majeure

Happy Critics shall not be liable for any failure or delay in performing its obligations under these Terms if such failure or delay is due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and updating the "Last updated" date. Your continued use of our services after such modifications constitutes your acceptance of the updated Terms. If you do not agree to the modified Terms, you should discontinue your use of our services.

Termination

We may terminate or suspend your account and access to our services immediately, without prior notice or liability, for any reason, including but not limited to breach of these Terms. Upon termination, your right to use our services will immediately cease. All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the jurisdiction in which Happy Critics operates, without regard to its conflict of law provisions. Any disputes arising from or relating to these Terms or our services shall be subject to the exclusive jurisdiction of the courts in that jurisdiction.

Dispute Resolution

In the event of any dispute, claim, or controversy arising out of or relating to these Terms or our services, both parties agree to first attempt to resolve the dispute informally by contacting us at support@happycritics.com. If the dispute cannot be resolved within 30 days, either party may pursue formal legal remedies.

Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced with a valid provision that most closely reflects the intent of the original provision.

Entire Agreement

These Terms, together with our Privacy Policy and any other legal notices or agreements published by us on our services, constitute the entire agreement between you and Happy Critics concerning our services and supersede any prior agreements, proposals, or communications. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term.

Contact Information

If you have any questions about these Terms or our services, please contact us at: support@happycritics.com

Assignment

You may not assign or transfer these Terms or your rights and obligations under these Terms without our prior written consent. We may assign or transfer these Terms or our rights and obligations at any time without restriction and without notice to you. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their successors, and permitted assigns.