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GENERAL TERMS AND CONDITIONS FOR HAPPYFORCE APP LICENSE AND SERVICE PROVISION
GENERAL TERMS AND CONDITIONS FOR HAPPYFORCE APP LICENSE AND SERVICE PROVISION
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Written by Sergio
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GENERAL TERMS & CONDITIONS FOR "HAPPYFORCE" APP LICENSE AND SERVICE PROVISION

  1. IDENTIFICATION OF THE PARTIES

These general contracting conditions for "Happyforce" app license and service provision (hereinafter referred to as the "General Conditions") regulate the relationship between the entity HAPPYFORCE, S.L., with tax identification number B-66581547 and address at Passeig Isabel II, no. 12, 08003 Barcelona, registered in the Commercial Register of Barcelona, Volume 44929, Folio 205, Page 471645, Entry 1 (hereinafter, interchangeably, "HAPPYFORCE" or the "Licensor"), the owner of all exploitation rights of the Happyforce application (hereinafter, the "App"), and the CLIENT licensee who requests to contract the services offered by HAPPYFORCE and make non-exclusive use of the App for its users (hereinafter, interchangeably, the "CLIENT" or the "Licensee").

Together, they shall be referred to as the "Parties" and individually as the "Party," interchangeably.

Additionally, the Parties shall subscribe to specific conditions that will include the Purchase Order (or similar document) for the services requested at any given time (hereinafter, the "Purchase Order" or “Purchase Order”).

2. PURPOSE OF THE SERVICE

The Licensor grants the Licensee a limited, non-exclusive, and non-transferable license to use the App for the CLIENT's users, specifically its managers and employees, during the service period specified in the Duration section according to the specific purchase order signed by the Parties.

The purpose of the App is to provide an online channel for agile and dynamic communication between the CLIENT and primarily its employees, with the main objective of measuring their motivation and engagement within the company, based on the use terms indicated below (hereinafter referred to as the "Service").

For the purposes of this agreement, the Users of the App will essentially refer to the managers, administrators, authorized employees, and providers of the CLIENT (hereinafter, collectively referred to as the "Users"), who shall be subject to the terms and conditions of service available at all times through the Happyforce platform (hereinafter, the "Platform") for using the App.

In any case, the App may not be used for any unauthorized purpose(s) by HAPPYFORCE.

In particular, the license for the App grants the Licensee the following uses:

  • Access to the Employee App.

  • Access to the Dashboard for managers and administrators of the CLIENT.

  • Support for the Users.

  • App and Dashboard updates.

  • Automatic classification and categorization of comments.

  • Analysis of comments.

  • Monthly report with recommendations for the CLIENT.

  • Benchmarking with other companies.

Any other use of the App must be granted and authorized by the Licensor, and communicated in advance to the CLIENT.

Furthermore, the Licensor will provide the Licensee with any updates to the App for use under these General Conditions.

The use of the license will be limited to the territory specified in the Purchase Order.

3. SERVICE RESTRICTIONS

The CLIENT shall not directly or indirectly: (i) exceed the active number of Monthly Active Users; (ii) use unique values or a continuous set of values as inputs for event attributes; (iii) interfere or attempt to interfere with the proper functioning of the Service or any activities carried out on the Service; (iv) circumvent the privacy options or measures that HAPPYFORCE may use to prevent or restrict access to the Service (or other accounts, computer systems, or networks connected to the Service); (v) use email lists, any form of auto-response, or "spam" in the Service; or (vi) use manual or automated software, devices, or other processes to track any page of the Sites.

4. ACCESS TO THE SERVICE AND SUPPORT

As part of the implementation process, the Licensee will create a primary user and password, which will be used to set up the Service account. The Licensee may use the primary user and password to create sub-accounts for its Users (each with their respective login ID and password). The Licensee shall be responsible for any acts or omissions of any person accessing the App using the provided or created passwords or access processes. Additionally, HAPPYFORCE shall not be held responsible for any Service or App failures related to (i) the CLIENT's information systems or (ii) disruptions in telecommunications networks or internet service providers, networks, or servers, or other equipment or services outside the facilities of HAPPYFORCE or beyond its control.

HAPPYFORCE reserves the right to reject registration or cancel login IDs that violate the provisions of these General Conditions, the Purchase Order(s), and the terms and conditions of use applicable to the App at any given time. Upon becoming aware of any unauthorized use of the account or any other security breach or issue, the Licensee must immediately notify HAPPYFORCE.

Furthermore, periodically, HAPPYFORCE staff may access the CLIENT's account for the purpose of maintaining and improving the performance of the App, including technical assistance. Such access will be carried out using a HAPPYFORCE user account and will not involve accessing individual User accounts or assuming their identity.

HAPPYFORCE will provide support to the Licensee via email and telephone for the use of the Service during HAPPYFORCE's working hours. The CLIENT acknowledges that HAPPYFORCE is not responsible for providing support related to problems, errors, or inquiries concerning the CLIENT's information systems.

5. OBLIGATIONS OF THE PARTIES

HAPPYFORCE agrees to:

  • Have the necessary human and material resources for the proper execution of the Service.

  • Designate a responsible person from the HAPPYFORCE team to supervise the activities related to the Service.

  • Maintain the Platform and the App in a manner that allows the CLIENT to access the statistics that may be generated through the provision of the Service.

  • Carry out continuous monitoring and quality control of the work related to the Service.

  • Resolve any occasional incidents that may arise in the shortest possible time for the smooth development of the Service.

  • Fulfill any other obligation arising from the content of these General Conditions.

The CLIENT agrees to:

  • Collaborate with HAPPYFORCE to enable them to adequately provide the contracted services.

  • Promptly provide all necessary information for HAPPYFORCE to successfully execute the Service.

  • Pay the Service Price according to the agreed terms in the Purchase Order(s).

  • Inform HAPPYFORCE of any incidents related to the Service as soon as they arise.

  • Safeguard HAPPYFORCE's intellectual and industrial property rights as provided in the "Intellectual Property" section of these General Conditions.

  • Respect the assigned number of Monthly Active Users specified in the contracted Service.

  • Adhere to the privacy options and security measures regarding the Service and the App that HAPPYFORCE notifies at any given time.

  • Engage in any other obligation arising from the content of these General Conditions.

The CLIENT shall not:

  • Directly or indirectly engage in acts of competition against HAPPYFORCE, meaning using the Service or the App to create a service, software, or documentation that substantially performs the same functions as those contracted here.

  • Disassemble, decompile, reverse-engineer the software, or attempt by any other means to discover the source code, algorithms, or trade secrets related to the Services.

6. PURCHASE ORDERS, PRICE, AND PAYMENT

6.1. Purchase Orders

The Parties may agree on one or more Purchase Orders under this Agreement. Each Purchase Order shall detail the Service to be provided, the duration during which the Service will be executed, the billing conditions, and any other agreed-upon terms between the Parties. HAPPYFORCE shall only be responsible for providing the Service identified in a Purchase Order during the specified term therein.

6.2. Service Price

The Licensee shall pay the corresponding price for the use of the Service (hereinafter, the "Service Price"), plus the applicable taxes as specified in the Purchase Order, and in accordance with the billing schedule established therein. Unless otherwise specified in the Purchase Order, HAPPYFORCE will invoice the Service Price on an annual basis.

6.3. Payment Terms

Payments shall be made in Euros to HAPPYFORCE's account in full, without set-off, counterclaim, or deduction within thirty (30) days from the date of invoice issuance. In case of non-payment, HAPPYFORCE may demand late payment interest at a rate of 1.5% per month or the maximum amount permitted by law, whichever is lower. The Licensee agrees to reimburse HAPPYFORCE for all objectively reasonable expenses incurred by HAPPYFORCE for the collection of overdue payments.

HAPPYFORCE may, with a two (2) business day notice for rectification, suspend the Licensee's access to the Service or terminate these General Conditions and the Purchase Order in advance if the Licensee fails to keep up with the payment of amounts owed to HAPPYFORCE as provided in the "termination and early termination" section.

7. DURATION

These General Conditions shall enter into force on the date of their signature and shall remain in effect indefinitely until (i) one Party provides written notice to the other Party, with a thirty (30) days' notice period, of the termination of the Service, provided that no active Purchase Order exists, or (ii) in the case of one or more active Purchase Orders, upon the expiration of the last one. The initial term specified in the Purchase Order shall be considered as the "Initial Term".

Purchase Orders shall be automatically renewed for additional periods of one (1) year (hereinafter, the "Renewal Term") upon the expiration of the Initial Term and each Renewal Term (together, the "Term"), unless either party provides written notice to the other party of non-renewal with a minimum of thirty (30) days prior to the end of the Term.

8. ASSIGNMENT

Neither Party may, under any circumstances, assign, transfer in whole or in part, to any other company, the subject matter of these General Conditions or a Purchase Order, or the rights and obligations arising therefrom, without the prior written consent of the other Party.

However, HAPPYFORCE is free to assign, in whole or in part, its rights and obligations under these General Conditions or a Purchase Order to another company over which it has effective control, understood as being the holder of more than 50 percent of its share capital.

9. LIABILITY

HAPPYFORCE's obligation to indemnify the CLIENT for any damages or losses arising from its professional performance (including economic losses, loss of profit, failure to achieve expected benefits or savings), whether due to breach of the General Conditions and/or Purchase Order, negligence, or tortious acts, shall be limited solely to damages caused by HAPPYFORCE. In any case, the mentioned liability shall not exceed the Service Price specified in the Purchase Order for which the damage or loss was incurred by the CLIENT.

It is expressly stated that HAPPYFORCE shall not be held responsible for temporary Service disruptions resulting from maintenance or updates of the App or for cases that are not solely attributable to their actions. Nor shall HAPPYFORCE be held responsible for acts or omissions that do not correspond to the explicitly contracted Services.

It shall be the responsibility of the CLIENT to regularly back up their data, implement security measures, and obtain licenses and install antivirus programs, firewalls, or any other necessary measures to maintain the integrity, confidentiality, and security of their data and information systems.

Notwithstanding the above, HAPPYFORCE shall not be liable to the Licensee, among other situations, in the following cases: (i) if the Software is not used in accordance with the documentation provided by HAPPYFORCE to the Licensee; (ii) if the failure is caused by unauthorized manipulation of the Software by parties other than HAPPYFORCE or third-party software.

Furthermore, HAPPYFORCE shall have no obligation to compensate for damages arising from incomplete, inaccurate, or false information provided by the CLIENT, or from the omission or delay in the delivery of information. HAPPYFORCE's liability shall also not extend to damages arising from fraudulent acts, false representations, or willful breaches of these General Conditions and the Purchase Order.

Neither party shall be held responsible for events caused by force majeure or circumstances that reasonably exceed its control.

10. TERMINATION AND EARLY TERMINATION

Purchase Orders may be terminated by either Party if the other Party materially breaches these General Conditions or the provisions of the specific Purchase Order, and such breach is not rectified within a thirty (30) day period from written notice to the breaching party, without prejudice to the right to suspend the Service for non-payment of the Price as provided in the "Payment Terms" section.

In the event of early termination or termination for any reason of these General Conditions [and of any active Purchase Order], the following measures shall apply: (i) any rights granted by either party to the other shall immediately cease; (ii) HAPPYFORCE shall allow the CLIENT to access and export the Data generated by the Service, provided that the CLIENT has fulfilled its financial obligations to HAPPYFORCE as per the active Purchase Order(s).

After a period of ninety (90) calendar days from the termination of these General Conditions and any active Purchase Orders for any reason, HAPPYFORCE shall delete from its servers and applications any copies of the Data and indicators generated by the Service.

In any case, upon request from the other Party, each Party shall make reasonable efforts to promptly return or destroy any Confidential Information of the other Party in its possession.

These General Conditions and/or active Purchase Order(s) shall also be terminated by:

  • Prior written agreement between the Parties.

  • Expiration of the term of the Purchase Order and non-renewal commitment according to the general conditions.

11. INTELLECTUAL AND INDUSTRIAL PROPERTY

The Licensee acknowledges and accepts that the Platform, the App, and any other software, hardware, and associated documentation, if applicable, are the property of HAPPYFORCE, who retains all intellectual property, industrial rights, or any other rights over them, which may not be modified, copied, altered, reproduced, adapted, or translated by the Licensee.

The Licensee's use of the App for the provision of the Service shall not, under any circumstances, constitute the total or partial transfer of any intellectual property rights over the App to the Licensee, without prejudice to the license granted under these General Conditions.

The structure, features, codes, working methods, information systems, development tools, know-how, methodologies, processes, technologies, or algorithms of the Platform and the App are the property of HAPPYFORCE or its providers, in which case they have been licensed or assigned by them, and they are protected by current intellectual and industrial property laws and may not be modified, copied, altered, reproduced, adapted, or translated by the Licensee.

Consequently, any use of the HAPPYFORCE Platform, the App, any trademarks, logos, or distinctive signs owned by HAPPYFORCE, or any associated materials by the Licensee without the authorization of HAPPYFORCE, including their reproduction, transformation, distribution, and/or total or partial public communication, is strictly prohibited and will constitute infringements of HAPPYFORCE's intellectual or industrial property rights, sanctioned by current legislation.

The result of any changes, improvements, or adaptations made by the Licensee based on suggestions or initiatives from the Licensee shall become the full property of HAPPYFORCE for its exclusive exploitation.

Furthermore, the Licensee shall retain all copyright and other intellectual property rights to the tools, techniques, and methods that it already possessed prior to the engagement of the Service, as well as any rights acquired by the CLIENT during the provision of the Service that have been exclusively developed by the CLIENT.

Additionally, the CLIENT shall be the owner of all information and business data generated by the provision of the Service through the App (hereinafter, the "Data"), which shall be delivered to the CLIENT in its entirety upon the termination of the Service in a format compatible with its systems.

The CLIENT grants HAPPYFORCE a non-exclusive, royalty-free, and licensed right to access, use, copy, process, and store the Data solely for the purpose of providing the Service.

The CLIENT shall be solely responsible for the Data collected from the Users during the use of the Services, including the accuracy and integrity of such information.

Unless otherwise specified in the Purchase Order, HAPPYFORCE shall have no obligation to store the Data.

Furthermore, the CLIENT agrees that HAPPYFORCE may (i) collect, use, and create derivative works from the Data and its performance; (ii) aggregate the Data with other data to create compilations and analysis thereof (referred to as "Aggregated Data"); and (iii) use, copy, modify, create derivative works, publish, and share such Aggregated Data in a manner that does not directly or indirectly identify the Users.

HAPPYFORCE shall own any property and exploitation rights related to the Aggregated Data and shall have full legitimacy to use the know-how and results generated during the provision of the Service.

12. CONFIDENTIALITY

The Parties acknowledge that all information that may be accessed prior to or after the engagement, whether related to the license or the activities and organization of each Party (hereinafter, the "Information"), shall be considered confidential. Therefore, the Parties agree not to disclose and to maintain the strictest confidentiality regarding such information, notifying their employees, suppliers, and other collaborators who may have access to it of its confidential and secret nature.

Furthermore, the Parties undertake to take the necessary measures to prevent the disclosure or transfer of the Information to unauthorized third parties. Each Party shall adopt the same security measures as they would for their own confidential information to prevent its loss, theft, or misappropriation.

The confidentiality obligations of the Parties under the Agreement shall not apply to information that:

  • Was already in the public domain at the time of its disclosure;

  • Becomes part of the public domain after its disclosure without any action or omission on the part of the receiving Party;

  • Was in the possession of a Party at the time of its disclosure, provided it did not originate from the disclosing Party;

  • Is required by Law or any competent authority. In that case, the Party compelled to disclose any confidential information shall promptly notify the other Party before disclosing such information and shall cooperate with the other Party regarding the timing and content of such disclosure or any action reasonably chosen by the other Party to challenge the validity of the disclosure requirement.

  • The obligations regarding the confidentiality of the Information for the Parties, their employees, suppliers, and other collaborators shall remain in effect during the term of these General Conditions and any active Purchase Orders signed by the Parties, and indefinitely following their termination for any reason.

13. PERSONAL DATA PROTECTION

The Parties agree to comply, to the extent applicable, with the provisions of the European Regulation (EU) 2016/679 on the Protection of Personal Data (GDPR), as well as Organic Law 3/2018 on the Protection of Personal Data and Guarantee of Digital Rights (LOPDGDD).

This legislation establishes a series of obligations regarding the processing of personal data for the execution of the Service, including the prohibition of transferring personal data to third parties without obtaining the express consent of the data subject.

For this purpose, HAPPYFORCE will act as a data processor regarding (i) the personal data that the CLIENT may provide to HAPPYFORCE for the provision of the Service, including corporate/personal emails, age, name and surname, gender, professional category, length of service, and salary ranges, as well as (ii) the personal data that may be generated and stored in the App through the Users' activity with the Service, in accordance with the scope defined in these General Conditions.

Furthermore, in the course of providing the Service, HAPPYFORCE will act as a data processor for the personal data generated in the execution of the Service, and may apply pseudonymization and anonymization techniques to carry out statistical analyses and relevant reports.

To this end, the CLIENT may consult the privacy policy available on the Platform at any time regarding the processing of personal data generated by the provision of the Service.

HAPPYFORCE, as the data processor, commits to the following in accordance with Article 28 of the GDPR:

  • Accessing and processing personal data in accordance with the instructions provided by the CLIENT.

  • Not using or applying the personal data for purposes other than those established in the relationship between the Parties, specifically for the provision of the requested Service as outlined in these General Conditions.

  • Not disclosing, transferring, or allowing access to personal data, either directly or indirectly, free of charge or for consideration, even for storage purposes, unless there is express written authorization from the CLIENT. This obligation remains in effect even after the termination of the relationship between the Parties.

  • Implementing the following security measures, including but not limited to:

  • Providing a system for the designation of user accounts and passwords for its employees, with limited access based on user profiles, using custom user accounts and passwords that expire at least once a year.

  • Informing its personnel of their rights and obligations regarding the processing of third-party data.

  • Maintaining an up-to-date record of user profiles and permissions for its own systems and third-party systems.

  • Having an incident logging system in place for both internal incidents and incidents related to the CLIENT and its Users.

  • Implementing appropriate measures for the transfer of its own or third-party media, if applicable.

  • Having systems in place to identify the media it works with.

  • Establishing a daily backup system for its computer systems.

  • Maintaining strict confidentiality and secrecy with respect to the data provided by the CLIENT, and ensuring that its employees involved in any phase of data processing also comply with the same duty of confidentiality. HAPPYFORCE shall be responsible for their actions.

  • Maintain a written record of all categories and processing activities carried out on behalf of the CLIENT.

  • Provide the CLIENT with all necessary information to demonstrate compliance with its obligations, as well as to facilitate audits or inspections conducted by the CLIENT or an authorized auditor.

In the event that the CLIENT requests a GDPR audit of HAPPYFORCE, written notice must be provided at least seven (7) days in advance of the planned audit date. Any costs incurred by the internal or external auditor for such review at the request of the CLIENT shall be borne by the CLIENT.

  • Notify the CLIENT, without undue delay and in any case within a maximum period of 72 hours, of any personal data breaches of which it becomes aware, along with all relevant information for documenting and communicating the incident.

  • Destroy or return to the CLIENT the personal data, as well as any media or documents containing such personal data, once the provision of the services that justified access to the data has been completed, without prejudice to the provisions of these General Conditions regarding the return of Data upon termination of the contractual relationship between the Parties.

These obligations imposed on HAPPYFORCE in this section shall also be binding on its employees and collaborators who have access to the information.

Furthermore, the CLIENT expressly accepts, for the purposes set forth in Article 21 of Law 34/2002, of July 11, on Information Society Services and Electronic Commerce, that advertising, promotional, or relevant information communications regarding the development and operation of the Service, the App, and any other product and/or service of HAPPYFORCE may be sent by email or any other electronic communication means.

HAPPYFORCE may subcontract with a third party for a service involving the processing of personal data for the purpose indicated in these General Conditions, and this provision shall be considered as express authorization. The subcontractor, who shall also be considered a Data Processor, is likewise obliged to comply with the obligations set forth in this document for the Processor and the instructions issued by the CLIENT through the Processor.

It is the initial Data Processor's responsibility to regulate the new relationship in such a way that the new Data Processor is subject to the same conditions regarding the appropriate processing of personal data. In the event of non-compliance by the subcontractor, the initial Data Processor shall remain responsible for compliance with its obligations.

14. Miscellaneous

14.1. Entire Agreement

These General Conditions and the signed Order/s constitute the entire agreement between the Parties with respect to the subject matter thereof and supersede and cancel all prior negotiations, commitments, agreements, and communications, whether verbal or written, regarding such subject matter, excluding the application of any other terms and conditions by mutual agreement.

If any provision is found to be null, invalid, or ineffective between the Parties, regardless of the cause, the remaining provisions of this agreement shall remain valid and enforceable by the Parties, except in the event that the obligations or considerations subject to the null, invalid, or ineffective provision were decisive in the offer or acceptance, such that without such obligations or considerations, one or both Parties would not have entered into this agreement.

14.2. Force Majeure

Any delay in the performance of any obligation under these General Conditions or the Order shall not be considered a breach of these General Conditions or the Order if it arises from unforeseeable or unavoidable circumstances ("Force Majeure") and if the other Party has been duly notified of such situation.

Force Majeure shall include, without limitation: floods, fires, explosions, breakdown of protection systems, lockouts, strikes, civil unrest, blockades, epidemics, and pandemics of any kind, government mandate, law, order, regulation, ordinance, or request such as a state of emergency, or any other cause beyond the control of the Parties.

The Party affected by Force Majeure shall do everything reasonably possible to eliminate the cause. The enforceability of the obligation affected by the Force Majeure situation shall be suspended for a period of thirty (30) days from the start of the declared period of Force Majeure. If the cause of the Force Majeure situation does not disappear within this period, it shall be extended for an additional fifteen (15) days. If the impossibility to perform the Service persists, the Parties may agree to modify the Service if possible, and if not, to terminate the affected General Conditions and Order.

In any case, the modification or termination of the Service due to this cause shall not entitle either party to any compensation.

14.3. Publicity

The CLIENT agrees that HAPPYFORCE may include the name or brand of the CLIENT in a list of HAPPYFORCE customers, online or in promotional materials, unless otherwise documented by both Parties.

Additionally, the CLIENT also agrees that HAPPYFORCE may verbally refer to the CLIENT as a customer of its products or services, unless otherwise documented by both Parties.

14.4. Electronic Signature

The Parties consent to the signing of these General Conditions, the Order/s, and any modifications thereto through an electronic signature system provided by HAPPYFORCE via the Platform. The Parties acknowledge that the signature through the aforementioned means has full legal effect.

14.5. Notifications

Any notification or communication regarding the termination or breach of these General Conditions or an active Order shall be made in writing and addressed to the other Party at the address specified in the Order. Notifications shall be deemed delivered upon receipt, as evidenced by the corresponding physical or electronic acknowledgment of receipt (as applicable).

14.6. Survival

If any provision of these General Conditions is declared null or ineffective, in whole or in part, such nullity or ineffectiveness shall only affect the provision or the part thereof that is null or ineffective, while the remainder of the General Conditions shall remain in full force and effect, and the affected provision or part shall be considered null and void.

14.7. Acceptance of Terms of Use

By signing these General Conditions, the CLIENT declares that they are fully aware of and accept the terms of use of the HAPPYFORCE App and Platform, as published on the Platform, including any updates, which may be notified in writing or by email from HAPPYFORCE.

HAPPYFORCE may, for technical, economic, or other reasons, alter the aforementioned terms of use, respecting the rights acquired by the parties, provided that prior written or email notification is given regarding the changes made.

14.8. Applicable Law and Dispute Resolution

Any dispute arising from the interpretation or execution of the Contract or any of its potential modifications, as well as any breach thereof, shall be interpreted in accordance with Spanish law.

In order to resolve any dispute related to the provisions of this Contract or its execution, HAPPYFORCE and the CLIENT expressly submit to the jurisdiction of the courts of Barcelona, waiving any other jurisdiction that may correspond to them. The language to be used shall be Spanish.

15. Definitions

"Data": refers to any information, data, or other content provided by the CLIENT in relation to the use of the Service, including, without limitation, any data and information transmitted to the Service through the CLIENT's Libraries.

"Documentation": refers to implementation manuals or guides, help information, and other user documentation relating to the Service provided by HAPPYFORCE to the CLIENT in electronic or any other format.

"HAPPYFORCE Platform": refers to the platform owned by HAPPYFORCE that enables transparent and honest communication between a company and its employees, allowing companies to measure employee happiness at work. It captures real-time feedback through the installed apps.

"Monthly Active Users": refers to each individual installation of the CLIENT's application that can transmit CLIENT Data during the contracted period.

"Purchase Order": refers to a purchase order, order form or similar document referencing these General Terms and Conditions that has been mutually agreed upon and signed by the Parties.

"Results": refers to the work resulting from the Services provided by HAPPYFORCE to the CLIENT through the Service, based on the CLIENT's Data. The results expressly exclude any HAPPYFORCE Property.

"Service": refers to the HAPPYFORCE service that enables companies to measure employee happiness and productivity in real time (including any HAPPYFORCE Property used to provide such Service), hosted by or on behalf of HAPPYFORCE and provided to the CLIENT in accordance with this Agreement, as identified in the Purchase order and updated by HAPPYFORCE at its sole discretion.

"Websites": refers to websites or other sites managed by HAPPYFORCE that are accessible to the CLIENT under the terms of this Agreement.

"User": refers to an individual authorized by the CLIENT to use the Service, for whom the CLIENT has purchased a subscription (or, in the case of Services provided by HAPPYFORCE free of charge, for whom the Service is provided), and for whom the CLIENT (or, if applicable, HAPPYFORCE at the request of the CLIENT) has provided a username and password (in relation to Services requiring authentication). Examples of Users may include employees, consultants, suppliers, or agents of the CLIENT, as well as third parties with whom the CLIENT maintains business relationships.

Revised as of May 17, 2023.

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