Terms of Use
1. Your Acceptance
A. By using and/or visiting this website (collectively,
including all Content available through the HappySpecialDay.com domain name, the
"HappySpecialDay Website", or "Website"), you signify your agreement to (1) these
terms and conditions (the "Terms of Use"), and (2)HappySpecialDay's privacy policy,
found at http://www.happyspecialday.com/PrivacyPolicy.aspx and incorporated here
by reference. If you do not agree to any of these terms or the privacy policy, please
do not use the HappySpecialDay Website.
B. Although we may attempt to notify you when major changes are made to these Terms
of Use, you should periodically review the most up-to-date version (http://www.happyspecialday.com/TermsOfUse.aspx). HappySpecialDay may, in its sole discretion, modify or revise
these Terms of Use and policies at any time, and you agree to be bound by such modifications
or revisions. Nothing in this Agreement shall be deemed to confer any third-party
rights or benefits.
2. HappySpecialDay Website
A. These Terms of Use apply to all users of the HappySpecialDay Website, including
users who are also contributors on the Website. The HappySpecialDay Website includes
all aspects of HappySpecialDay, including but not limited to User Creations (defined
below).
B. The HappySpecialDay Website may contain links to third party websites that are
not owned or controlled by HappySpecialDay. HappySpecialDay has no control over,
and assumes no responsibility for, the content, privacy policies, or practices of
any third party websites. In addition, HappySpecialDay will not and cannot censor
or edit the content of any third-party site. By using the Website, you expressly
relieve HappySpecialDay from any and all liability arising from your use of any
third-party website.
C. Accordingly, we encourage you to be aware when you leave the HappySpecialDay
Website and to read the terms and conditions and privacy policy of each other website
that you visit.
3. HappySpecialDay Accounts
A. In order to access some features of the Website, you will have to create a HappySpecialDay
account. You may never use another's account without permission. When creating your
account, you must provide accurate and complete information. You are solely responsible
for the activity that occurs on your account, and you must keep your account password
secure. You must notify HappySpecialDay immediately of any breach of security or
unauthorized use of your account.
B. Although HappySpecialDay will not be liable for your losses caused by any unauthorized
use of your account; you may be liable for the losses of HappySpecialDay or others
due to such unauthorized use.
4. General Use of the Website -- Permissions and Restrictions HappySpecialDay hereby
grants you permission to access and use the Website as set forth in these Terms
of Use, provided that:
A. You agree not to distribute in any medium any part of the Website, including
but not limited to User Creations (defined below), without HappySpecialDay prior
written authorization.
B. You agree not to alter or modify any part of the Website.
C. You agree not to use the Website for any commercial use, without the prior written
authorization of HappySpecialDay. Prohibited commercial uses include any of the
following actions taken without HappySpecialDay express approval:
· sale of access to the Website or its related services on another
website;
· use of the Website or its related services for the primary purpose
of gaining advertising or subscription revenue;
· the sale of advertising, on the HappySpecialDay website or any third-party
website, targeted to the content of specific User Creations or HappySpecialDay content;
· and any use of the Website or its related services that HappySpecialDay
finds, in its sole discretion, to use HappySpecialDay resources or User Creations
with the effect of competing with or displacing the market for HappySpecialDay,
HappySpecialDay content, or its User Creations.
D. You agree not to use or launch any automated system, including without limitation,
"robots," "spiders," or "offline readers," that accesses the Website in a manner
that sends more request messages to the HappySpecialDay servers in a given period
of time than a human can reasonably produce in the same period by using a conventional
on-line web browser. Notwithstanding the foregoing, HappySpecialDay grants the operators
of public search engines permission to use spiders to copy materials from the site
for the sole purpose of and solely to the extent necessary for creating publicly
available searchable indices of the materials, but not caches or archives of such
materials. HappySpecialDay reserves the right to revoke these exceptions either
generally or in specific cases. You agree not to collect or harvest any personally
identifiable information, including account names, from the Website, nor to use
the communication systems provided by the Website (e.g. comments, email) for any
commercial solicitation purposes. You agree not to solicit, for commercial purposes,
any users of the Website with respect to their User Creations.
E. You will otherwise comply with the terms and conditions of these Terms of Use
and all applicable local, national, and international laws and regulations.
F. HappySpecialDay reserves the right to discontinue any aspect of the HappySpecialDay
Website at any time.
5. Your Use of Content on the Site In addition to the general restrictions above,
the following restrictions and conditions apply specifically to your use of content
on the HappySpecialDay Website.
A. The content on the HappySpecialDay Website, except all User Creations (as defined
below), including without limitation, the text, software, scripts, graphics, photos,
sounds, music, videos, interactive features and the like ("Content") and the trademarks,
service marks and logos contained therein ("Marks"), are owned by or licensed to
HappySpecialDay, subject to copyright and other intellectual property rights under
the law. Content on the Website is provided to you AS IS for your information and
personal use only and may not be downloaded, copied, reproduced, distributed, transmitted,
broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes
whatsoever without the prior written consent of the respective owners. HappySpecialDay
reserves all rights not expressly granted in and to the Website and the Content.
B. You may access User Creations solely:
· for your information and personal use;
· as intended through the normal functionality of the HappySpecialDay
Website.
C. User Comments are made available to you for your information and personal use
solely as intended through the normal functionality of the HappySpecialDay Website.
User Comments are made available "as is", and may not be used, copied, reproduced,
distributed, transmitted, broadcast, displayed, sold, licensed, downloaded, or otherwise
exploited in any manner not intended by the normal functionality of the HappySpecialDay
Website or otherwise as prohibited under this Agreement.
D. You may access HappySpecialDay Content, User Creations and other content only
as permitted under this Agreement. HappySpecialDay reserves all rights not expressly
granted in and to the HappySpecialDay Content and the HappySpecialDay Website.
E. You agree to not engage in the use, copying, or distribution of any of the Content
other than expressly permitted herein, including any use, copying, or distribution
of User Creations of third parties obtained through the Website for any commercial
purposes.
F. You agree not to circumvent, disable or otherwise interfere with security-related
features of the HappySpecialDay Website or features that prevent or restrict use
or copying of any Content or enforce limitations on use of the HappySpecialDay Website
or the Content therein.
G. You understand that when using the HappySpecialDay Website, you will be exposed
to User Creations from a variety of sources, and that HappySpecialDay is not responsible
for the accuracy, usefulness, safety, or intellectual property rights of or relating
to such User Creations. You further understand and acknowledge that you may be exposed
to User Creations that are inaccurate, offensive, indecent, or objectionable, and
you agree to waive, and hereby do waive, any legal or equitable rights or remedies
you have or may have against HappySpecialDay with respect thereto, and agree to
indemnify and hold HappySpecialDay, its Owners/Operators, affiliates, and/or licensors,
harmless to the fullest extent allowed by law regarding all matters related to your
use of the site.
6. Your User Creations and Conduct
A. As a HappySpecialDay account holder you may create web pages and submit pictures
("User Content") and textual content ("User Comments"). User Content and User Comments
are collectively referred to as "User Creations." You understand that whether or
not such User Creations are published, HappySpecialDay does not guarantee any confidentiality
with respect to any User Creations.
B. You shall be solely responsible for your own User Creations and the consequences
of posting or publishing them. In connection with User Creations, you affirm, represent,
and/or warrant that: you own or have the necessary licenses, rights, consents, and
permissions to use and authorize HappySpecialDay to use all patent, trademark, trade
secret, copyright or other proprietary rights in and to any and all User Creations
to enable inclusion and use of the User Creations in the manner contemplated by
the Website and these Terms of Use.
C. For clarity, you retain all of your ownership rights in your User Creations.
However, by submitting User Creations to HappySpecialDay, you hereby grant HappySpecialDay
a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license
to use, reproduce, distribute, prepare derivative works of, display, and perform
the User Creations in connection with the HappySpecialDay Website and HappySpecialDay
's (and its successors' and affiliates') business, including without limitation
for promoting and redistributing part or all of the HappySpecialDay Website (and
derivative works thereof) in any media formats and through any media channels. You
also hereby grant each user of the HappySpecialDay Website a non-exclusive license
to access your User Creations through the Website, and to use, reproduce, distribute,
display and perform such User Creations as permitted through the functionality of
the Website and under these Terms of Use. The above licenses granted by you in User
Creations terminate within a commercially reasonable time after they are removed
or deleted from the HappySpecialDay Website. You understand and agree, however,
that HappySpecialDay may retain, but not display, distribute, or perform, server
copies of User Creations that have been removed or deleted. The above licenses granted
by you in User Comments are perpetual and irrevocable.
D. In connection with User Creations, you further agree that you will not submit
material that is copyrighted, protected by trade secret or otherwise subject to
third party proprietary rights, including privacy and publicity rights, unless you
are the owner of such rights or have permission from their rightful owner to post
the material and to grant HappySpecialDay all of the license rights granted herein.
E. HappySpecialDay does not endorse any User Creation or any opinion, recommendation,
or advice expressed therein, and HappySpecialDay expressly disclaims any and all
liability in connection with User Creations. HappySpecialDay does not permit copyright
infringing activities and infringement of intellectual property rights on its Website,
and HappySpecialDay will remove all Content and User Creations if properly notified
that such Content or User Creation infringes on another's intellectual property
rights. HappySpecialDay reserves the right to remove Content and User Creations
without prior notice.
F. HappySpecialDay may, at its discretion, alter the size of user submitted pictures
in order to conserve disk space. HappySpecialDay will not alter in any way the content
of the pictures.
7. Account Termination Policy
A. HappySpecialDay will terminate a User's access to its Website if, under appropriate
circumstances, they are determined to be a repeat infringer.
B. HappySpecialDay reserves the right to decide whether Content or a User Creation
is appropriate and complies with these Terms of Use for violations other than copyright
infringement and violations of intellectual property law, such as, but not limited
to, foul language; pornographic or suggestive pictures; harmful or defamatory language;
hate speech; ethnically or religiously offensive language; or excessive length.
HappySpecialDay may remove such User Creations and/or terminate a User's access
for uploading such material in violation of these Terms of Use at any time, without
prior notice and at its sole discretion.
8. Warranty Disclaimer
YOU AGREE THAT YOUR USE OF THE HAPPYSPECIALDAY WEBSITE SHALL BE AT YOUR SOLE RISK.
TO THE FULLEST EXTENT PERMITTED BY LAW, HAPPYSPECIALDAY, ITS OFFICERS, DIRECTORS,
EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION
WITH THE WEBSITE AND YOUR USE THEREOF. HAPPYSPECIALDAY MAKES NO WARRANTIES OR REPRESENTATIONS
ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT OR THE CONTENT OF ANY
SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I)
ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE,
OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE,
(III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL
PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION
OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN
HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD
PARTY, AND/OR (V) ANY ERRORS OR OMISSIONSIN ANY CONTENT OR FOR ANY LOSS OR DAMAGE
OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED,
OR OTHERWISE MADE AVAILABLE VIA THE HAPPYSPECIALDAY WEBSITE. HAPPYSPECIALDAY DOES
NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE
ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE HAPPYSPECIALDAY WEBSITE OR ANY
HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND HAPPYSPECIALDAY
WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION
BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE
OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE
YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
9. Limitation of Liability
IN NO EVENT SHALL HAPPYSPECIALDAY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS,
BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL
DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT,
(II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM
YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF
OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION
STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR
WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED
TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS
IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR
USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA
THE HAPPYSPECIALDAY WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER
LEGAL THEORY, AND WHETHER ORNOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT
PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
YOU SPECIFICALLY ACKNOWLEDGE THAT HAPPYSPECIALDAY SHALL NOT BE LIABLE FOR USER CREATIONS
OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE
RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
The Website is controlled and offered by HappySpecialDay from its facilities in
the United States of America. HappySpecialDay makes no representations that the
HappySpecialDay Website is appropriate or available for use in other locations.
Those who access or use the HappySpecialDay Website from other jurisdictions do
so at their own volition and are responsible for compliance with local law.
10. Indemnity
You agree to defend, indemnify and hold harmless HappySpecialDay, its parent corporation,
officers, directors, employees and agents, from and against any and all claims,
damages, obligations, losses, liabilities, costs or debt, and expenses (including
but not limited to attorney's fees) arising from: (i) your use of and access to
the HappySpecialDay Website; (ii) your violation of any term of these Terms of Use;
(iii) your violation of any third party right, including without limitation any
copyright, property, or privacy right; or (iv) any claim that one of your User Creations
caused damage to a third party. This defense and indemnification obligation will
survive these Terms of Use and your use of the HappySpecialDay Website.
11. Ability to Accept Terms of Use
You affirm that you are either more than 18 years of age, or an emancipated minor,
or possess legal parental or guardian consent, and are fully able and competent
to enter into the terms, conditions, obligations, affirmations, representations,
and warranties set forth in these Terms of Use, and to abide by and comply with
these Terms of Use.
12. Assignment
These Terms of Use, and any rights and licenses granted hereunder, may not be transferred
or assigned by you, but may be assigned by HappySpecialDay without restriction.
13. General
You agree that: (i) the HappySpecialDay Website shall be deemed solely based in
Missouri; and (ii) the HappySpecialDay Website shall be deemed a passive website
that does not give rise to personal jurisdiction over HappySpecialDay, either specific
or general, in jurisdictions other than Missouri. These Terms of Use shall be governed
by the internal substantive laws of the State of Missouri, without respect to its
conflict of laws principles. Any claim or dispute between you and HappySpecialDay
that arises in whole or in part from the HappySpecialDay Website shall be decided
exclusively by a court of competent jurisdiction located in Greene County, Missouri.
These Terms of Use, together with the Privacy Policy at http://www.happyspecialday.com/PrivacyPolicy.aspx
and any other legal notices published by HappySpecialDay on the Website, shall constitute
the entire agreement between you and HappySpecialDay concerning the HappySpecialDay
Website. If any provision of these Terms of Use is deemed invalid by a court of
competent jurisdiction, the invalidity of such provision shall not affect the validity
of the remaining provisions of these Terms of Use, which shall remain in full force
and effect. No waiver of any term of this these Terms of Use shall be deemed a further
or continuing waiver of such term or any other term, and HappySpecialDay’s failure
to assert any right or provision under these Terms of Use shall not constitute a
waiver of such right or provision. HappySpecialDay reserves the right to amend these
Terms of Use at any time and without notice, and it is your responsibility to review
these Terms of Use for any changes. Your use of the HappySpecialDay Website following
any amendment of these Terms of Use will signify your assent to and acceptance of
its revised terms. YOU AND HAPPYSPECIALDAY AGREE THAT ANY CAUSE OF ACTION ARISING
OUT OF OR RELATED TO THE HAPPYSPECIALDAY WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR
AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY
BARRED.
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