End User License Agreement

PLEASE READ THESE LICENCE TERMS CAREFULLY. BY CREATING AN ACCOUNT AND ACCESSING THE SERVICES AND DOCUMENTATION DESCRIBED BELOW, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND ACCEPT THESE LICENCE TERMS.

This licence agreement (“Licence”) is a legal agreement between you (“Licensee” or “you”) and Tahora Ltd, trading as Happl a company incorporated in England and Wales with registered number 12430540 with its registered office at  71-75 Shelton Street, London, WC2H 9JQ) (“Happl”, “we“, “our” or “us“)for:

● Happl’s Personalised Benefits & Engagement Platform (the “Services”); and

● Online and electronic materials related to the Services (the “Documentation”).

We license use of the Services and Documentation to you on the basis of this Licence. We remain the owners of the Services and the Documentation at all times.

AGREED TERMS

1. GRANT AND SCOPE OF LICENCE AND MINOR CHANGES

1.1. In consideration of you complying with the terms of the Licence, we hereby grant to you a non-exclusive, non-transferable licence to use the Services on the terms of this Licence.

1.2. You shall:

1.2.1. access and use the Services through a web-browser; and

1.2.2. use the Services only in accordance with our instructions as provided to you from time to time.

1.3. You shall cease use of the Services immediately upon our giving notice to you to do so.

1.4. We may update the Services from time to time.

1.5. Your access to, and use of, the Services and Documentation is also governed by our Privacy Policy [https://happl.com/legal/privacy-policy].

2. RESTRICTIONS  

2.1. Except as expressly set out in this Licence or as permitted by any local law, you undertake:

2.1.1. not to permit any third party to access or use the Services or Documentation or use it on behalf of any third party (which includes operating any form of facility on behalf of any third party or operating a software bureau or similar service);

2.1.2. not to copy, translate, modify, adapt or create derivative works from the Services or Documentation;

2.1.3. not to create internet "links" to the Services, or "frame" or "mirror" any Services on any other server or wireless or internet-based device;

2.1.4. not to attempt to discover or gain access to the source code for the Services or reverse engineer, modify, decrypt, extract, disassemble or decompile the Services it employs (except to the extent that you are permitted to do so under applicable law in circumstances under which Happl is not lawfully entitled to restrict or prevent the same, provided Happl is given prompt advance notice of your intention to do so);

2.1.5. not to attempt to interfere with the proper working of the Services and you must not attempt to circumvent security, license control or other protection mechanisms, or tamper with, hack into or otherwise disrupt the Services or any associated website, computer system, server, router or any other internet-connected device;

2.1.6. not to rent, lease, lend, pledge, or directly or indirectly transfer or distribute the Services or the Documentation to any third party;

2.1.7. not to obscure, modify, amend or remove any copyright notice, trade mark or other proprietary marking or notice on, or visible during the operation or use of, the Services or the Documentation;

2.1.8. not to permit the Services or any part of it to be combined with, or become incorporated in, any other programs unless expressly approved by us in writing; or

2.1.9. not use the Services to upload, store, post, submit, email, transmit or otherwise make available any content that infringes any intellectual property rights or data protection, privacy or other rights of any other person, is defamatory or in breach of any contractual duty or any obligation of confidence, is obscene, sexually explicit, threatening, inciteful of violence or hatred, blasphemous, discriminatory (on any ground), or that does not comply with all applicable laws and regulations.

2.2. You shall notify us in writing as soon as you become aware of any actual or suspected unauthorised access or use of the Services or the Documentation (including any access or use in excess of the licence restrictions).

2.3. It is your responsibility to ensure that your computer system and network connection is capable of using the Services.

2.4. You agree to promptly notify Happl in writing if you become aware of any event or action which might reasonably impair the Services’ security, such as improper access to your password.

3. INTELLECTUAL PROPERTY RIGHTS

3.1. You acknowledge that all intellectual property rights in the Services and the Documentation throughout the world belong to us and our licensors and that you have no intellectual property rights in, or to, the Services or the Documentation other than the right to use the Services and the Documentation in accordance with the terms of this Licence.

3.2. You acknowledge that you have no right to have access to the Services in source code form.

4. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

4.1. We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Licence or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time this Licence was made, both we and you knew it might happen.

4.2. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.

4.3. When we are liable for damage to your property. If defective digital content that we have supplied damages a device or digital content belonging to you, we will either repair the damage or pay you compensation.

4.4. We are not liable for business losses. The Services and the Documentation are for your domestic and private use. If you use the Services for any commercial, business or resale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

5. TERM AND TERMINATION

5.1. We may terminate this Licence immediately by written notice to you or prevent or suspend your access to the Services if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.

5.2. If Happl's relationship with you ends for any reason, all further access to and use of the Services by you must immediately cease and Happl may deactivate or delete related user accounts, unless otherwise required by applicable law or professional standards to maintain such accounts.

5.3. Upon termination for any reason:

5.3.1. all rights granted to you under this Licence shall cease;

5.3.2. you must cease all activities authorised by this Licence; and

5.3.3. you must immediately cease using the Services and the Documentation and, to the extent applicable, you must immediately and permanently delete or remove the Services and the Documentation.

6. HOW WE MAY USE YOUR PERSONAL INFORMATION

Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Services and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided in our privacy policy and it is important that you read that information. Our privacy policy also describes how we may process your personal data as a data processor on behalf of your employer in relation to the services that we provide to them.

7. OTHER IMPORTANT TERMS

7.1. You acknowledge that the Services shall incorporate and link to various third-party services and goods (“Third Party Services”). The Third Party Services may enable or assist you to access the website content of, correspond with and purchase products and services via third party websites. Such Third Party Services are provided to you in accordance with the terms and conditions applicable to those Third Party Services. Any contract entered into and any transaction completed for any Third Party Service will be between you and the relevant third party providing that Third Party Service, and not Happl. Happl recommends that you refer to the thirds party’s website terms and conditions and privacy policy prior to using the relevant Third Party Services. Happl does not endorse or approve any third-party website nor the content of any of the third party website made available via the Services.

7.2. You acknowledge that the Services will provide information regarding discounted Third Party Services that may redeemable by you (the “Discounts”). The Discounts are controlled by third parties that supply the Third Party Services. Happl cannot guarantee that the Discounts will be redeemable by you.

7.3. Our gifting services, that allows you to purchase products and/or services from us directly, are subject to a separate set of terms and conditions, a copy of which can be found here [https://happl.com/legal/eula].

7.4. Your employer may arrange for you to be issued with a corporate spending card for use in connection with the Services, issued by a third-party financial services provider, that will allow you to make purchases for Third Party Services (“Corporate Card”) via the Services. This arrangement will be governed by the financial service provider’s terms and conditions, which are available at [https://stripe.com/gb/legal/ssa] and may also be subject to specific rules and limits set by your employer. You acknowledge and agree that the contract formed regarding the Corporate Card is solely between you and the entity that issues the Corporate Card to you. We are not a party to that contract, nor do we assume any responsibility or liability arising out of or in connection with that contract.

7.5. No announcement or other public disclosure concerning any of the matters contained in this Licence shall be made by, or on behalf of, a party without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any court, any governmental, regulatory or supervisory authority (including, without limitation, any recognised investment exchange) or any other authority of competent jurisdiction.

7.6. You acknowledge that, whilst Happl has designed the Services with information security in mind and has taken steps to safeguard the security of the Services, Happl cannot guarantee that the Services are invulnerable to hacking or other unauthorised access by third parties. You also acknowledge that transmission of information over the internet is not entirely secure and there is always the possibility of unauthorised interception by third parties.

7.7. Happl does not guarantee that any content of the Services will be free from viruses and/or other code that may have contaminating or destructive elements. It is your responsibility to implement appropriate IT security safeguards (including anti-virus and other security checks) to satisfy its particular requirements as to the safety and reliability of content it provides and accesses through the Services.

7.8. Technical factors such as bandwidth, network configurations, and computer browser settings can affect the Services’ speed and accessibility. Happl does not guarantee the continuous, uninterrupted or error-free operability of the Services, or compatibility with your computer browser or any other part of your computing systems. You acknowledge that access to the Services may be suspended, limited, denied or disabled at any time and that content submitted through the Services may not be recoverable. The Services may from time to time require periods of downtime (when the Services will be unavailable) for the purposes of carrying out repair, maintenance or upgrades.

7.9. You acknowledge that Happl may update this Licence by emailing you notice of such changes or otherwise updating this Licence online at any time, and, to the extent permitted by applicable law, such modifications will be effective immediately. You agree to the updated terms and conditions or modified online terms by continuing to use the Services.

7.10. We may transfer our rights and obligations under these terms to another organisation. You are not permitted to assign, transfer, subcontract or deal with any or all of the rights and obligations under this Licence at any time.

7.11. This Licence does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence.

7.12. These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.

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