END USER LICENSE AGREEMENT
Updated: October 1, 2025
The following terms and conditions (“Terms”), including all appended addendum, apply to your use of any content, functionality, software, products, or services (collectively, the “Services”) provided by Happy People Forever LLC and its Affiliates (“Company,” “we,” or “us,”), to you (“you,” or “your”), as amended from time to time. “Affiliates” shall mean, as applicable, Happy People Forever LLC’s parent entities, subsidiaries, related companies, assigns, officers, directors, employees, agents, representatives, partners, and licensors. These Terms are a binding legal agreement between you and Company that governs your use and access of the Services. Please read these Terms carefully. If you do not agree to all of its provisions, you are not permitted to use the Service.
ARBITRATION NOTICE: THESE TERMS CONTAIN AN ARBITRATION CLAUSE IN SECTION 13 BELOW WHICH APPLIES TO YOU WHEN YOU USE OR ACCESS THE SERVICES. BY AGREEING TO THE ARBITRATION CLAUSE, YOU WAIVE ANY RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. WE EXPLAIN BELOW CERTAIN EXCEPTIONS AND HOW YOU CAN OPT-OUT OF ARBITRATION.
1. Use of the Service. By using the Services, by otherwise indicating your acceptance of the Terms, or by continuing your use of the Services after being notified of the Terms or any changes thereto, you hereby agree to be bound by the Terms and our Privacy Policy (the “Privacy Policy”). The Services may be unavailable from time to time, may be offered for a limited time, or may vary depending on your region or device. We reserve the right, in our sole discretion, to modify, suspend, or discontinue the Services, in whole or in part, at any time.
2. Modification of Terms. We hereby reserve the right to modify these Terms at any time in our sole discretion. If we modify these Terms, we will post the modification on the Services and our website within thirty (30) days before such modifications shall take effect. If the modified Terms are not acceptable to you, your only recourse is to cease using the Services. We encourage you to check back regularly to review these Terms.
3. Ownership. As between you and Company, Company and its licensors will retain all right, title, and interest in and to any intellectual property rights relating to the Services and all content or other materials contained therein, including without limitation Company’s logo, designs, texts, graphics, pictures, information, data, software, sound files, artwork, and arrangement thereof. Additionally, Company will own all right, title, and interest in any suggestions, ideas, enhancement requests, feedback, or recommendations, or other information provided by you concerning or relating to the Services (“Feedback”), all of which are hereby assigned to Company.
4. User Created Content. Except with respect to Timeless Tunes, in the course of using the Services, you may, from time to time, create audio-visual works, text, artwork, messages, sound, images, applications, code, or other data or content for use with the Services (“User Content”). For the avoidance of doubt, you shall not create any User Content through Timeless Tunes. All music content in Timeless Tunes is under copyright and owned or controlled by third parties. Company does not own any rights in or to such music content. You understand that Company does not have the ability to grant you any rights with respect to the music content in Timeless Tunes. Company does not claim any ownership rights over User Content; provided, however, you acknowledge and understand that the extent you use the Servies to create any User Content, you may be using third-party materials protected by intellectual property laws. Use of such third-party materials shall be subject to these Terms.
With respect to User Content, you grant to Company a perpetual, worldwide, irrevocable, fully sub-licensable, nonexclusive, and royalty-free license to: (a) use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Content (including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any form, format, media, or media channels now known or later developed or discovered; and (b) use the name, identity, likeness, and voice (or other biographical information) that you submit in connection with such User Content. Should such User 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 Company is allowed to use them to the extent indicated herein. The rights granted hereunder shall survive expiration or termination of these Terms and shall be perpetual even if you cease using the Services. You further agree to the following:
a. You are solely responsible for your User Content and the consequences associated with Company or your use of the User Content in connection with the Services. You represent and warrant that: (1) you are the creator or own or control all right in and to the User Content or otherwise have sufficient rights and authority to grant the rights granted herein; (2) your User 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, or (b) defame any other person; and (3) your User Content does not contain any viruses, adware, spyware, worms, or other harmful or malicious code.
b. Company uses reasonable security measures to attempt to protect User Content. However, Company does not guarantee that any unauthorized copying, use, or distribution of User Content by third parties will not take place. To the furthest extent permitted by applicable law, you hereby agree that Company shall not be liable for any unauthorized copying, use, or distribution of User Content by third parties and release and forever waive any claims you may have against Company for any such unauthorized copying or usage of the User Content, under any theory.
c. You agree, in uploading User Content and using the Services in connection with the same, that you shall not: (i) create, upload, transmit, distribute, 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) defame, harass, abuse, threaten, or defraud users of the Services, or collect or attempt to collect, personal information about users or third parties without their consent; or (iii) attempt to circumvent any content filtering techniques we employ.
5. License to Use the Services. Subject to your compliance with these Terms, Company hereby grants you a limited, revocable, nonexclusive, nontransferable, non-assignable, non-sublicensable, “as-is” license to access and use the Services for your own personal, non-commercial use; provided, however, that such license does not include any right to: (i) modify or otherwise make any derivatives of the Services, or any portion thereof; (ii) use any data mining, robots, or similar data gathering or extraction methods in connection with the Services; (iii) download (other than page caching) any portion of the Services, except as expressly permitted by us; or (iv) use the Services for purposes expressly prohibited in these Terms, or other than for its intended purpose.
6. Acceptable Use; Restrictions. You agree that you are solely responsible for your conduct while using or accessing the Services. You agree that you will abide by these Terms, and you will not (nor permit any third party) to:
a. access or use the Services except as expressly permitted hereunder;
b. use the Services in any manner that is not contemplated by the Terms, not compliant with applicable laws, or in a manner that violates any individual’s trademark, copyright, patent, or other intellectual property rights;
c. disrupt the functioning of the Services;
d. access or exploit the Services in any unauthorized way whatsoever, including, without limitation, by trespass or burdening server or network capacity or Company infrastructure (including, but not limited to, transmitting files containing viruses, corrupted files, spyware, adware, or any other software or programs, or deploying “spiders,” “web-bots,” “screen-scrapers,” or “web crawlers” that may damage or adversely affect server or network capacity or Company infrastructure);
a. reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Services or any part thereof; or
b. use or attempt to use another user’s account without authorization from that user and Company.
7. Company Intervention. You agree and acknowledge that using the Services to engage in conduct prohibited by our Terms may also violate applicable laws. We reserve the right to completely or partially restrict or revoke your access to the Services for violating these Terms or any applicable law, either completely or for a period of time, in our sole discretion. We reserve the right to amend, rectify, edit, or otherwise to mitigate any damage caused either to us or to any other person as a result of a your violation of these Terms or applicable law.
8. Your Representations and Warranties. By accessing or using our Services, you represent, warrant, and agree that:
a. Authority. You have the power and authority to enter into and be bound by these Terms. If you accept these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
b. Compliance. You shall, and your use of the Service will, comply at all times with these Terms and all applicable laws or legal requirements.
9. Warranty Disclaimer. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, COMPANY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND COMPANY MAKES NO OTHER WARRANTY AS TO THE SERVICES. COMPANY EXPRESSLY DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR: (1) THE SERVICES BEING ACCURATE, COMPLETE, CURRENT, RELIABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; (2) INJURY OR DAMAGE RESULTING FROM THE SERVICES; AND (3) VIRUSES, ADWARE, SPYWARE, WORMS, OR OTHER TYPES OF MALICIOUS CODE THAT MAY BE USED IN ANY WAY TO AFFECT THE FUNCTIONALITY OR OPERATION OF THE SERVICE.
10. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE TO YOU FOR ANY LOSS, DAMAGE, OR INJURY OF ANY KIND, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE, MALFUNCTION, OR LOSS OF PROFITS, DATA, USE, BUSINESS, GOOD-WILL, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR IN CONNECTION WITH: (A) THE SERVICES OR INABILITY TO USE OR ACCESS THE SERVICES; (B) MISUSE OF THE SERVICES (INCLUDING WITHOUT LIMITATION, UNAUTHORIZED ACCESS OF THE SERVICES); (C) ANY OTHER USER’S OR THIRD PARTIES’ CONDUCT ON THE SERVICES; OR (D) TERMINATION, SUSPENSION, RESTRICTION, OR OTHERWISE LIMITATION OF ACCESS TO THE SERVICES. IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY TO YOU EXCEED $1,000 USD.
11. Indemnification. To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Company from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of or associated with pursuing indemnification and insurance), of every kind and nature whatsoever arising out of or related to these Terms or your use of the Services, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, “Claims”) that are caused by, arise out of, or are related to: (i) your use or misuse of the Services; (ii) your violation of these Terms; (iii) your violation of the rights of any third party; and (iv) any breach or non-performance of any representation, warranty, covenant, or agreement made by you. You agree to promptly notify Company of any third party Claims and cooperate with the Company in defending such Claim. You further agree that the Indemnitees shall have the right to control the defense or settlement of any third party Claims.
12. Governing Law; Venue. These Terms are entered into in the State of New York and will be governed by the laws of the State of New York, without regard to any jurisdiction’s choice or conflict of law principles. Other than petitions for injunctive or equitable relief, which may be brought in any court of competent jurisdiction, any claim or cause of action in connection with these Terms will only be brought into a court of competent jurisdiction within New York, New York. The parties hereby irrevocably consent to the exclusive venue in and personal jurisdiction before such courts (but without prejudicing either party’s rights to remove a case to federal court if permissible). This section will be interpreted as broadly as applicable law permits.
13. Binding Individual Arbitration. PLEASE READ THIS SECTION CAREFULLY–IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS.
a. General. Arbitration is an alternative dispute resolution process that allows us to seek to resolve Disputes (as defined below) without the formality or expense of litigating in court. Arbitration is often faster and less expensive than formal court litigation. Any qualifying Dispute between you and Company, including the arbitrability of such Dispute, will be submitted to a neutral arbitrator instead of being presented in court to a judge or jury. If you wish to opt-out of this binding individual arbitration requirement, you must comply with the opt-out process set forth in the “Opt-Out Right” paragraph below. This Section 13 will not apply to the extent prohibited by the laws of your country of residence.
b. Disputes for Arbitration. Prior to commencing any legal proceeding against us, including an arbitration as set forth below, you and Company agree that we will attempt to resolve any dispute, claim, or controversy between us arising out of or relating to these Terms, our Privacy Policy, and the Services, including the validity, enforceability, and scope of this Section 13 section, whether based in contract, statute, regulation, ordinance, tort (including fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory (each, a “Dispute” and, collectively, “Disputes”) by engaging in good faith negotiations. For such Disputes that cannot be resolved through negotiation, you and we agree to submit all Disputes to individual binding arbitration. You understand that there is no judge or jury in arbitration and that court review of an arbitration award is limited.
c. No Class Actions. THE ARBITRATION OF DISPUTES UNDER THESE TERMS WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY. The arbitrator may not consolidate disputes against us by other individuals or entities unless we expressly consents to such consolidation. You may not arbitrate any Dispute in a representative capacity, including, without limitation, as a representative member of a class or in a private attorney general capacity. The arbitrator may award any relief permitted by applicable law with respect to your individual claim, but to the maximum extent permitted by applicable law, may not award relief against us with respect to any person other than you.
d. Opt-Out Right. YOU HAVE THE RIGHT TO OPT-OUT OF THIS BINDING INDIVIDUAL ARBITRATION REQUIREMENT AND CLASS ACTION WAIVER. IF YOU DO NOT WISH TO BE BOUND BY THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER IN THIS SECTION, YOU MUST NOTIFY US IN WRITING OF YOUR INTENT TO DO SO WITHIN THIRTY (30) DAYS OF THE DATE THAT YOU FIRST ACCEPT THESE TERMS, UNLESS A LONGER PERIOD IS REQUIRED BY APPLICABLE LAW. Your written notification must be emailed to policy@happypeopleforever.com and include “Attn: ARBITRATION OPT-OUT” in the subject line. Your notice must include: (i) your full name; (ii) your mailing address; (iii) your user account name, if you have one; and (iv) a clear statement that you do not wish to resolve disputes with Company through arbitration. You are responsible for ensuring our receipt of your opt-out notice, and you therefore may wish to send a notice by means that provide a written receipt.
e. Notice of Disputes. If you have a Dispute with us, you must send written notice to policy@happypeopleforever.com and include “Attn: ARBITRATION OF DISPUTE” in the subject line in order to give us the opportunity to resolve the Dispute informally through negotiation as set forth above. Notice must be provided within two (2) years of the events giving rise to the Dispute, but in no event after the date when initiating legal proceedings would be barred under the applicable statute of limitations. Failure to provide timely notice will permanently bar all claims. If we have a dispute with you, we will provide notice to the address that we have on file for you, if possible. You and Company agree to first attempt to negotiate the Dispute in good faith for no less than sixty (60) days after notice of the Dispute is provided. If the Dispute is not resolved within sixty (60) days after receipt of notice of the Dispute, you or Company may pursue the claim in binding individual arbitration as set forth in this section.
f. Arbitration Rules and Procedures. The U.S. Federal Arbitration Act (“FAA”) governs the interpretation and enforcement of this Section 13. Arbitration shall be subject to the FAA and federal arbitration law and shall be conducted by Judicial Arbitration Mediation Services, Inc. (“JAMS”), pursuant to the JAMS Streamlined Arbitration Rules and Procedures, effective as of the date of the notice of dispute (the “JAMS Rules”), as modified by this agreement to arbitration. The JAMS Rules and instructions for how to initiate an arbitration are available from JAMS at http://www.jamsadr.com/rules-streamlined-arbitration or 1-800-352-5267. Each party will bear its own arbitration costs as required by the JAMS Rules, provided that if you demonstrate that the arbitration costs are an undue burden, Company will pay as much of your arbitration filing and hearing fees as the arbitrator finds is necessary to prevent arbitration from being cost-prohibitive (as compared to the cost of litigation), excluding your attorneys’ fees and costs. Each party will pay its own attorneys’ fees and costs unless the claim(s) at issue permit the prevailing party to be paid its fees or litigation costs or the JAMS Rules permit the arbitrator to award fees after finding a claim or defense to have been asserted frivolously, in which case the arbitrator shall award fees or costs as required by the applicable law.
g. 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.
h. Location of Arbitration. Arbitration may be conducted through the submission of documents, by phone, or in person. If an in-person hearing is required, the hearing will occur in New York, New York.
i. Decision of the Arbitrator. Any decision or award by the arbitrator shall be final and binding on the parties. Unless otherwise agreed, any decision or award shall set forth the factual and legal basis for the award. The arbitrator shall be permitted to award only those remedies in law or equity which are requested by the parties and which the arbitrator determines are supported by credible relevant evidence. Unless otherwise expressly consented to by Company, the arbitrator may not award relief against Company with respect to any person other than you. Any decision or award may be enforced as a final judgment by any court of competent jurisdiction.
j. Future Changes to Agreement to Arbitrate. Although we may revise these Terms, our Privacy Policy, or other agreements or policies at our sole discretion, we do not have the right to alter this agreement to arbitrate or the rules specified herein with respect to any Dispute once that Dispute has accrued.
k. Arbitration Severability. If any clause within this Section 13 is found to be invalid, unenforceable, or illegal, that clause will be severed from this section, and the remainder of this arbitration agreement will be given full force and effect. The only exception to this is the “No Class Actions” paragraph. If the “No Class Actions” paragraph is found to be illegal or unenforceable in its entirety, this entire arbitration agreement will be unenforceable, and the Dispute will proceed in court. Suits brought in state court may be removed to federal court by either party if permissible by law.
l. Arbitration Survival. This Section 13 survives any termination of these Terms or the provision of the Service to you by Company.
14. Relationship of the Parties. Nothing in these Terms is to be construed as creating an agency, partnership, or joint venture relationship between the parties hereto. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.
15. Export Law Assurances. You understand that the Services are or may be subject to export control laws. YOU MAY NOT DOWNLOAD OR OTHERWISE EXPORT OR RE-EXPORT THE SERVICES, ANY TECHNICAL OR OTHER DATA PROVIDED IN CONNECTION THEREWITH, OR ANY UNDERLYING INFORMATION OR TECHNOLOGY EXCEPT IN FULL COMPLIANCE WITH ALL APPLICABLE LAWS, IN PARTICULAR, BUT WITHOUT LIMITATION, UNITED STATES EXPORT CONTROL LAWS. NO PART OF THE SERVICES, ANY UNDERLYING INFORMATION, OR TECHNOLOGY MAY BE DOWNLOADED OR OTHERWISE EXPORTED OR RE- EXPORTED: (A) INTO (OR TO A NATIONAL OR RESIDENT OF) ANY COUNTRY TO WHICH THE UNITED STATES HAS EMBARGOED GOODS; OR (B) TO ANYONE ON THE U.S. TREASURY DEPARTMENT’S LIST OF SPECIALLY DESIGNATED NATIONALS, THE U.S. COMMERCE DEPARTMENT’S LIST OF PROHIBITED COUNTRIES, OR DEBARRED OR DENIED PERSONS OR ENTITIES. YOU HEREBY AGREE TO THE FOREGOING, AND YOU REPRESENT AND WARRANT THAT YOU ARE NOT LOCATED IN, UNDER CONTROL OF, OR A NATIONAL OR RESIDENT OF ANY SUCH COUNTRY OR ON ANY SUCH LIST.
16. Entire Agreement; Modification; Waiver; Severability. These Terms represent the entire agreement between you and us in connection with your use of the Services, and these Terms supersede all prior agreements and understandings, written or oral, with respect to the matters covered by these Terms, unless otherwise expressly stated herein, and is not intended to confer upon any third party any rights or remedies hereunder. You may not assign your rights or obligations under these Terms or transfer any rights to use the Services. The waiver of one breach or default or any delay in exercising any rights shall not constitute a waiver of any subsequent breach or default. If any provision of the Terms is held invalid or unenforceable under any applicable laws by a court of competent jurisdiction, it shall be replaced with the valid provision that most closely reflects the intent of the parties and the remaining provisions of the Terms will remain in full force and effect. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT YOU WILL NOT BE PERMITTED TO OBTAIN AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND, SUCH AS ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, SUBMISSIONS, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED, OR CONTROLLED BY COMPANY.
17. Contact Us. If you have any questions or concerns about the Service or these Terms, please contact us at policy@happypeopleforever.com