Terms
You agree and understand that by signing up to Happy Life and opening an account, you are agreeing to enter into this user agreement (the "User Agreement") by and between you and Happy Life Company and be legally bound by its terms and conditions, so please read them carefully. Please also note that specific terms or conditions may apply to you as a user in a given jurisdiction, as detailed herein. If any term or condition of this User Agreement is unacceptable, please do not visit, access, or use Happy Life. Use of the words "we," "us," or "our" in this User Agreement refers to Happy Life Company and any or all of its affiliates.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING THE "CREATE ACCOUNT" BUTTON OR ACCESSING OR USING THE SERVICES, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE AND ALL TERMS INCORPORATED BY REFERENCE.
Master Summary of Terms of Service This summary of our Terms of Service offers you an overview of the key terms that apply to your use of our website, trading, and other services. While we hope this summary section is helpful, you should read the complete Terms of Service below since they provide essential information about how our services work. Please note that we refer to our online service, where you can execute trades and access our services as "Happy Life."
Happy Life provides a platform that matches your trades with open orders from other users of our services at your direction. Users are not able to predetermine a trade with a particular user or with a particular account. Additionally, an order may be partially filled or may be filled by multiple matching orders.
• Our Services Happy Life provides a simple and convenient way to trade legal tender (such as INR) for digital assets (such as bitcoins and ETH) and vice versa and to trade one digital asset for another type of digital asset. You may also use our Services to purchase and sell digital assets directly from and to us.
Additionally, the range of services available will depend in part upon the country or India in which you reside and from which you access Happy Life.
Terms of Use govern access and use of electronic platforms, including mobile applications, known as "Happy Life." ("Platform") a Private Limited incorporated under the "Private Limited," "Happy Life," "Ourselves," "Us," "Our" and "We" refers to which expression shall include its successors and assigns.
• Eligibility and Acceptable Use You must meet specific eligibility criteria for Happy Life. For instance, you must be an adult, and there are particular locations from which you may be unable to use some or all of Happy Life. Additionally, there are certain things you cannot do when using Happy Life, such as engage in illegal activities,
lie, or do anything that would cause damage to our services or systems. Please see the acceptable use section for more details. By signing up to Happy Life and opening an account, you represent and affirm that you are at least 18 years old as an individual, have the legal capacity to enter into this User Agreement by and between you and Happy Life Company, and agree to be legally bound by the terms and conditions of this User Agreement in their entirety.
• Trading Risks and Disclaimers Engaging in any trade can be financially risky, and there can be higher financial risks if you engage in any margin transactions, use any other sophisticated trading options, or trade-in digital assets that are subject to volatile market price movements. Please don't use Happy Life if you do not understand these risks and enter into trades only when you understand the trading option you are using, the characteristics of the digital asset you intend to trade, and the potential financial risk of loss trading them entails
• Other Important Legal Terms There are important legal terms in the complete Terms of Service, including your indemnification responsibilities, our limitation of liability and warranty disclaimers, and your agreement to arbitrate most disputes. Please take the time to read these terms carefully. You can always contact us through support if you have any questions at the Contact us page on Happy Life.com. As used herein, "Digital Asset" means a digital asset (also called a "cryptocurrency," "virtual currency," "digital currency," or "virtual commodity"), such as bitcoin or ether, which is a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network.
1.Complete Terms of Service:
These Terms of Service and any terms expressly incorporated herein ("Terms") apply to your access to and use of the websites and mobile applications provided by Happy Life, Inc. and its wholly-owned subsidiaries (collectively, "Happy Life," "we," or "us"), and the trading, direct sale, staking and other services provided by Happy Life as described in these Terms. (collectively, our "Services"). Our products and services may be provided through other operating entities related to Happy Life.
• Key Definitions Capitalized terms not otherwise defined in these Terms will have the following meaning:
1. "External Account" means any Financial Account or High-frequency trading Account: (i) from which you may load Funds into your Happy Life Account, and (ii) to which you may transfer Funds from your Happy Life Account.
2. "Financial Account" means any financial account of which you are the beneficial owner maintained by a third party outside of the Services, including, but not limited to, third-party payment service accounts or accounts held by third-party financial institutions.
3. "Funds" means Digital Assets and Legal Tender.
4. "Legal Tender" means any national currency, such as INR, that may be used in connection with a purchase or sale of Digital Assets via the Services and does not include any Digital Asset.
5. "Happy Life Account" means a user account accessible via the Services where Happy Life may store Funds on behalf of a user.
6. "Digital Asset" means bitcoins, ripples, and other digital assets that may be purchased, sold, or traded via the Services.
7. "Digital Asset Account" means any Digital Asset address or account owned, controlled, or operated by you that is maintained outside of the Services and is not owned, controlled, or operated by Happy Life.
2.Eligibility
Happy Life may not make the Services available in all markets and jurisdictions and may restrict or prohibit use from certain foreign jurisdictions ("Restricted Locations"). If you are registering to use the Services on behalf of a legal entity, you represent and warrant that I (i) such legal entity is duly organized and validly exists under the applicable laws of the jurisdiction of its organization; and ii (ii) you are duly authorized by such a legal entity to act on its behalf. You further represent and warrant that you:
(a) are of legal age to form a binding contract (at least 18 years old in India);
(b) have not previously been suspended or removed from using our Services;
(c) have full power and authority to enter into this agreement and, in doing so, will not violate any other agreement to which you are a party;
(d) are not located in, under the control of, or a national or resident of (i) any Restricted Locations, or
(ii) any country to which India has embargoed goods or services;
(e) are not identified as a "Specially Designated National;."
(f) are not placed on Interpol's Denied Person List; and
(g) will not use our Services if any applicable laws in your country prohibit you from doing so following these Terms.
Happy Life may condition your access or continued access to certain Services (or features of those Services) by imposing eligibility requirements. Happy Life will keep you informed of these on its website. Happy Life may require, on an ongoing basis, that you demonstrate to us that you continue to meet these requirements. Happy Life's decisions concerning eligibility are final.
3. Happy Life Account limitations per person
1. Number of Happy Life Accounts. Happy Life may, in its sole discretion, limit the number of Happy Life Accounts you may hold, maintain or acquire.
2. Happy Life Account information and security. To engage in any trades via the Services, you must create an Happy Life Account and provide any requested information. When you create an Happy Life Account, you agree to the following:
(a) create a strong password that you do not use for any other website or online service;
(b) provide accurate and truthful information;
(c) maintain and promptly update your Happy Life Account information;
(d) maintain the security of your Happy Life Account by protecting your password and restricting access to your Happy Life Account;
(e) promptly notify us if you discover or otherwise suspect any security breaches related to your Happy Life Account; and
(f) take responsibility for all activities under your Happy Life Account and accept all risks of any unauthorized access to your Happy Life Account to the maximum extent permitted by law.
4. Privacy Notice
Please refer to our Privacy Notice for information about how we collect, use, and share your information.
General Obligations apply to:
(i) all trades completed via the Services,
(ii) your purchase and sale of Digital Assets directly from Happy Life via the Services, and
(iii) any transaction in which you load Funds into your Happy Life Account from your External Account or transfer Funds from your Happy Life Account into an External Account.
1. Conditions and Restrictions. We may, at any time and in our sole discretion, refuse any trade submitted via the Services, impose limits on the trade amount permitted via the Services or impose any other conditions or restrictions upon your use of the Services for funding your Happy Life Account or for trading without prior notice. For example, we may limit the number of open orders you may establish via the Services or restrict trades from specific locations.
2. Accuracy of Information. You must provide any information required when creating an Happy Life Account or when prompted by any screen displayed within the Services. You represent and warrant that any information you provide via the Services is accurate and complete.
3. Cancellations. You may only cancel an order initiated via the Services if such cancellation occurs before Happy Life executes the transaction. Once your order has been executed, you may not change, withdraw or cancel your authorization for Happy Life to complete such a transaction. If an order has been partially filled, you may cancel the unfilled remainder unless the order relates to a market trade. We reserve the right to refuse any cancellation request associated with a market order once you have submitted such an order. In contrast to platform orders, all trades are irreversible once initiated. While we may, at our sole discretion, reverse a trade, if possible, under certain extraordinary conditions, a customer does not have a right to reverse a trade.
4. Insufficient Funds. Suppose you have insufficient funds in your Happy Life Account to complete an order via the Services. In that case, we may cancel the entire order or may fulfill a partial order using the amount of Funds currently available in your Happy Life Account, less any fees owed to Happy Life in connection with our execution of the trade.
5. Taxes. It is your complete responsibility to determine what, if any, taxes apply to the trades you complete via the Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. You agree that Happy Life is not responsible for determining whether taxes apply to your trades or for collecting, reporting, withholding, or remitting any taxes arising from any trades.
5. Happy Life Account Funds
1. Funding your Happy Life Account. In order to complete an order or trade via the Services, you must first load Funds to your Happy Life Account using one of the approved External Accounts identified via the Services. You may be required to verify that you control the External Account that you use to load Funds to your Happy Life Account. As further described herein, you may be charged fees by the External Account you use to fund your Happy Life Account. Happy Life is not responsible for any External Account fees or for the management and security of any External Account. You are solely responsible for your use of any External Account, and you agree to comply with all terms and conditions applicable to any External Account. The timing associated with a load transaction will depend in part upon the performance of third parties responsible for maintaining the applicable External Account, and Happy Life makes no guarantee regarding the amount of time it may take to load Funds into your Happy Life Account. About Funds Held In Your Happy Life Account - Be advised that fiat funds held in your Happy Life account are exclusively for the purchase of Digital Assets or withdrawal to your approved External Account. Proceeds from the sale of Digital Assets will be credited to your fiat account, less any transactional or other fees. Furthermore, be advised that Happy Life does not pay interest on free fiat balances held in your account. Digital Assets Only Accounts - If you have opened an Happy Life Account designated as Digital Assets Only, you may only fund your account with digital assets. Happy Life will not accept fiat to fund a Digital Assets Only Account. If fiat is transmitted to fund such an account, it will be returned to the sender, less applicable transfer fees.
2. Transferring Funds to an External Account. Provided that the balance of Funds in your Happy Life Account is greater than any minimum balance requirements needed to satisfy any of your open positions and subject to the restrictions set forth herein, you may transfer any amount of Funds up to the total amount of Funds in your Happy Life Account over such minimum balance requirements, from your Happy Life Account to an External Account, less any fees charged by Happy Life for such transactions.
3. Load/Transfer Authorization. When you request that we load Funds into your Happy Life Account from your External Account or transfer Funds to your External Account from your Happy Life Account, you authorize Happy Life to execute such transaction via the Services.
4. Rejected Transactions. In some cases, the External Account may reject your Funds or may otherwise be unavailable to receive your Funds. You agree that you will not hold Happy Life liable for any damages resulting from such rejected transactions.
6. Platform Orders, Investment, and Trades
This Section applies only when you use the Services to trade Digital Assets for Legal Tender or vice versa or to trade Digital Assets for another form of Digital Assets. 1) Authorization. When you submit a new order via the Services, you authorize Happy Life to execute a transaction following such order on a spot basis and charge you any applicable fees.
1. Authorization. When you submit a new order via the Services, you authorize Crovva to execute a transaction in accordance with such order on a spot basis and charge you any applicable fees.
2. Independent relationship. You acknowledge and agree that:
(a) Happy Life is not acting as your broker, intermediary, agent, or advisor or in any fiduciary capacity, and
(b) no communication or information provided to you by Happy Life shall be considered or construed as advice.
3. Trade confirmation. Once the Services execute your trade, a confirmation will be electronically made available via the Services detailing the particulars of the trade. You acknowledge and agree that the failure of the Services to provide such confirmation shall not prejudice or invalidate the terms of such trade.
4. Trade options. Please refer to the Trading Guidelines on the website and/or in Terms for information about the terminology used in connection with the trading options made available via the Services. If you need help understanding the meaning of any trade option, we strongly encourage you to refrain from utilizing any of those options.
5. Market rates. If you select a market trade, Happy Life will attempt, on a commercially reasonable basis, to execute the trade on or close to the prevailing market platform rate, as defined via the Services. You acknowledge and agree that the platform rate information made available via our Services may differ from prevailing platform rates made available via other sources outside of the Services.
6. Market volatility. Particularly during periods of high volume, illiquidity, fast movement, or volatility in the marketplace for any Digital Assets or Legal Tender, the actual market rate at which a market order or trade is executed may be different from the prevailing rate indicated via the Services at the time of your order or trade. You understand that we are not liable for any such price fluctuations.
In the event of a market disruption or Force Majeure event, Happy Life may do one or more of the following:
In the event of a market disruption or Force Majeure event, Crovva may do one or more of the following:
(a) suspend access to the Services; or
(b) prevent you from completing any actions via the Services, including closing any open positions. Following any such event, when trading resumes, you acknowledge that prevailing market rates may differ significantly from the rates available prior to such an event.
7. Trade Settlement.
Subject to the terms and conditions in these Terms, we will use commercially reasonable efforts to settle trades on a spot basis within two (2) days of the date upon which users have agreed to execute a trade via the Services.
8. Margin Transactions.
1. In accordance with and subject to conditions herein, as part of the Services, you may receive from Happy Life extensions of margin in the form of Digital Assets or Legal Tender (“margin transactions”) to use to make spot purchases and sales of Digital Assets on the Happy Life platform.
2. You acknowledge, represent, warrant, and agree that, prior to receiving an extension of margin from Happy Life, you will have read our Margin Disclosure Statement mentioned in the website and general terms herein, understand the risks involved with margin transactions, and have determined that purchasing and selling Digital Assets with the use of margin is appropriate for you.
3. Margin transactions on the Happy Life platform are made available under the following terms:
1. Margin Account. Happy Life agrees to establish for your benefit and, in your name, a platform for you to receive Legal Tender and Digital Assets from Happy Life to make spot trades through your Happy Life Account (your “Margin Account”). Your Margin Account is a component of your Happy Life Account.
2. Margin Extensions and Trades. • Subject to the Terms, Happy Life agrees to provide to you, and you may obtain from and return to Happy Life from time to time, Funds to support spot transactions (each such provision of Funds, a “Margin Extension”). No Margin Extension will occur unless you meet or exceed any minimum balance requirements imposed by Happy Life for your Margin Account. Moreover, notwithstanding anything to the contrary herein, Happy Life is under no obligation to make any Margin Extensions to you and may decline a request to initiate a Margin Extension in its sole discretion. • When you use a Margin Extension to effectuate a spot transaction, you are entering into a spot Digital Asset purchase or sale transaction with one or more third-party trader(s) on the Happy Life platform (each a “Counterparty”). For example, you might use INR Margin Extension from Happy Life to buy xauusd from a Counterparty. In executing such spot transactions, Happy Life facilitates the transfer of ownership of the applicable Funds from the Counterparty to you (such Funds -- e.g., the bitcoin in the preceding example -- “Received Assets”) by registering you as the owner of the Received Assets on Happy Life’s internal book-entry system. • If you are not (or are no longer) eligible to receive Margin Extensions, each of your then-existing Margin Extensions will become due and must be terminated: (i) on or before the 30th day after such Margin Extension was made; or (ii) immediately upon loss of eligibility if such Margin Extension was made earlier than 30 days before the date on which you were no longer eligible. If you do not fully terminate your Margin Extensions within the required time, then Happy Life may treat their Margin Obligation Period as expired.
3. Received Assets. All Received Assets are custodial assets held by Happy Life for your benefit, as described in further detail below:
• Ownership. Title to Received Assets shall always remain with you and shall not transfer to Happy Life, except as provided herein. As the owner of the Received Assets in your Happy Life Account, you bear all risk of loss of such Received Assets. None of the Received Assets in your Happy Life Account are the property of Happy Life. Happy Life does not represent or treat Received Assets in your Happy Life Account as belonging to Happy Life. Except as required by a valid court order, or except as provided herein, Happy Life will not sell, transfer, loan, hypothecate or otherwise alienate Received Assets in your Happy Life Account unless instructed by you or as otherwise authorized by these Terms. For the avoidance of doubt, Happy Life makes no warranty that Digital Assets in your Happy Life Account (including Received Assets) are held by you free and clear of any security interest or other lien or encumbrance.
• Control. You control the Received Assets held in your CrovvaAccount. At any time, subject to outages, downtime, and other applicable policies and the restrictions described herein, you may withdraw your Received Assets by transferring them to an External Account.
• Control. You control the Received Assets held in your Happy Life Account. At any time, subject to outages, downtime, and other applicable policies and the restrictions described herein, you may withdraw your Received Assets by transferring them to an External Account.
4. Terminating Margin Extensions. To terminate a Margin Extension, you must transfer sufficient Funds from your Happy Life Account to Happy Life through the Services. The Funds you use to terminate a Margin Extension must be the same asset type as the denomination of the Margin Extension (for example, you must terminate a bitcoin-denominated Margin Extension by transferring bitcoin from your Happy Life Account to Happy Life through the Services). You may terminate a Margin Extension by either: (i)directing immediately available Funds in your Happy Life Account to Happy Life; or (ii) selling requisite Collateral Assets (as defined below) or other assets in your Happy Life Account on the Happy Life platform and applying the proceeds to the termination of the corresponding Margin Extension. Prior to satisfying the corresponding Margin Extension pursuant to the preceding sentence, Received Assets and requisite Collateral Assets may not be otherwise transferred to an External Account or traded on the Happy Life platform.
5. Restrictions on your Happy Life Account are subject to the satisfaction of your Margin Extension obligations. ▪ You agree to maintain in your Happy Life Account, at all times during the term of a Margin Extension, a specified minimum amount of Funds approved by Happy Life to qualify as collateral ("Collateral Assets"). This minimum
amount of Collateral Assets (the "Maintenance Margin Requirement"). This minimum amount of Collateral Assets (the "Maintenance Margin Requirement") will be defined through the Services. You will be notified of any changes to the Maintenance Margin Requirement before those changes take effect. Such notice shall indicate the effective date for those changes.
▪ A list of assets approved by Happy Life to be eligible as Collateral Assets will be defined through the Services. Certain Digital Assets may only be valued as collateral on a discounted basis. You will be notified of any changes to the list of eligible Collateral Assets or discounts applied to the valuation thereof before those changes take effect. Such notice shall indicate the effective date for those change
▪ For purposes of calculating your compliance with the Maintenance Margin Requirement, Happy Life will calculate (subject to any discounts) the market value of Collateral Assets continuously based on the prevailing value of each Digital Asset on one or more Digital Asset platforms, including those operated by Happy Life. Happy Life has the discretion to select Digital Asset platforms to calculate this market value that Happy Life, in its reasonable judgment, believes offers a reasonable valuation of a Digital Asset.
▪ You hereby authorize and instruct Happy Life, in the event the value of your Collateral Assets falls below the Maintenance Margin Requirement, too, without further notice to you:
(a) place a market order on the Happy Life platform, on your behalf, to sell your Received Assets and apply the proceeds towards terminating your Margin Extension(s); and/or
(b) liquidate such other Funds in your account in the manner and amount practicable, in Happy Life's reasonable discretion, to terminate the Margin Extension either in full or in an amount sufficient, in Happy Life's reasonable discretion, to restore the value of your Collateral Assets to an amount equal to or exceeding the Maintenance Margin Requirement.
6. Margin Obligation Period. The last day of a Margin Extension's "Margin Obligation Period" is the date on which that Margin Extension is due and must be terminated. Generally, the "Margin Obligation Period" of a Margin Extension is the 365th day after the date that it is made. However, we may, in our sole discretion, modify any or all existing and/or future Margin Obligation Periods (i) following any information we make available on our website or provide to you in any other manner or otherwise in connection with our exercise of any of our rights and obligations under these Terms. You may not request extensions to any Margin Obligation Period. We are only required to contact you after the Margin Obligation Period expires. You hereby authorize and instruct Happy Life, in the event you do not terminate your Margin Extension in full prior to the expiration of the Margin Obligation Period, to, without further notice to you: (a) place a market order on the Happy Life platform, on your behalf, to sell your Received Assets and apply the proceeds to the termination of the Margin Extension; and/or (b) liquidate such other Funds in your account, in the manner and amount practicable, in Happy Life's reasonable discretion, to terminate the Margin Extension in full.
7. Payment of Fees; Default.
• Fees charged on and in connection with any Margin Extension shall be at the applicable rates and computation methods specified in the Fee Schedule (the "Margin Fees"). If at any time and for any reason, the Margin Fees on any Margin Extension made under these Terms exceeds the maximum rates permitted to be charged by Happy Life to you under applicable law, the parties hereto agree that the Margin Fees shall be reduced automatically to the maximum rates permitted to be charged under applicable law.
• Upon your failure to satisfy the Maintenance Margin Requirement, to make any payment of fees, including Margin Fees, when due or to terminate a Margin Extension when required, or upon otherwise materially breaching this clause, your Margin Extensions shall be immediately due, and must be terminated (and any accrued and unpaid fees thereon and any fees and costs of the collection must be paid) and, to the extent permitted by applicable law and in addition to any other remedies available to it, Happy Life, in its sole discretion, may apply the proceeds from the sale of any Digital Assets in your Margin Account, whether such Digital Assets are considered Collateral Assets as defined in the Terms or not, first to the payment of any outstanding fees, commissions, charges or other expenses then due to Happy Life, and then to the termination of your Margin Extensions. If your Happy Life Account balance becomes negative, you agree to pay the amount of Funds owed to Happy Life within 48 hours. You may not trade on a negative Happy Life Account.
8. Discontinuance of Margin Extension Services. In exercising its rights mentioned herein after, Happy Life may, irrespective of any Margin Obligation Period for any outstanding Margin Extension, cease making available Margin Extensions for certain Digital Assets or Legal Tender for any or all users. You hereby authorize and instruct Happy Life, without notice to you, as of the date that Happy Life elects, to: (a) liquidate your Received Assets, in the manner practicable, in Happy Life's reasonable discretion, and apply the proceeds to the termination of the Margin Extension; and/ or (b) liquidate such other Funds in your account, in the manner and amount practicable, in Happy Life's reasonable discretion, to terminate the Margin Extension in full.
8. Risk Disclosure
1. Trading risks.
You acknowledge and agree that you shall access and use the Services at your own risk. The risk of loss in trading Digital Asset pairs and Digital Asset and Legal Tender pairs can be substantial. You should carefully consider whether such trading is suitable for you in light of your circumstances and financial resources. You should be aware of the following points:
• You may sustain a total loss of the Funds in your Happy Life Account, and, in some cases, you may incur losses beyond such Funds.
• Under certain market conditions, liquidating a position may be difficult or impossible. This can occur, for example, when the market reaches a daily price fluctuation limit, or there is insufficient liquidity in the market.
• All Digital Asset positions involve risk, and a "spread" position may not be less risky than an outright "long" or "short" position
• The use of leverage can work against you and for you and can lead to large losses and gains. Refer to our Margin Disclosure Statement for more information about the unique and specific risks involved with margin transactions.
ALL OF THE POINTS NOTED ABOVE APPLY TO ALL DIGITAL ASSET PAIRS AND DIGITAL ASSET AND LEGAL TENDER PAIR TRADING. THIS BRIEF STATEMENT CANNOT, OF COURSE, DISCLOSE ALL THE RISKS AND OTHER ASPECTS ASSOCIATED WITH THESE TRADES.
2. Internet transmission risks.
You acknowledge that there are risks associated with utilizing an Internet-based trading system, including, but not limited to, the failure of hardware, software, and Internet connections. You acknowledge that Happy Life shall not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when trading via the Services, however, caused.
9. Digital Asset Terms of Sale
This Section applies only when you use the Services to purchase or sell Digital Assets directly from Happy Life, a service available in limited jurisdictions only.
• Prices; Availability. All prices reflect the platform rates applicable to the purchase or sale of Digital Assets using the Legal Tender or alternative form of Digital Assets identified in your purchase order. All Digital Asset sales and purchases by Happy Life are subject to availability, and we reserve the right to discontinue the sale and purchase of Digital Assets without notice.
• Purchase Quotes. Prior to completing your purchase or sale of Digital Assets from Happy Life, we will provide notice of the amount of Digital Assets you intend to purchase or sell and the amount of Funds you will be required to pay to Happy Life to receive such Digital Assets or Legal Tender. You agree to comply with any terms and conditions provided within such notice to complete your purchase transaction.
• Errors. In the event of an error, whether via our Services, in a purchase order confirmation, in processing your purchase, or otherwise, we reserve the right to correct such error and revise your purchase transaction accordingly (including charging the correct price) or to cancel the purchase and refund any amount received. Your sole remedy in the event of an error is to cancel your purchase order and obtain a refund of any amount charged.
• Payment Method. Only valid payment methods specified by us may be used to purchase Digital Assets. By placing an order to purchase Digital Assets from Happy Life, you represent and warrant that
(a) you are authorized to use the designated payment method and
(b) you authorize us, or our payment processor, to charge your designated payment method. If the payment method you designate cannot be verified, is invalid, or is otherwise unacceptable, your purchase order may be suspended or canceled automatically. You agree to resolve any problems we encounter in order to proceed with your purchase order. • No Returns or Refunds. All sales and purchases of Digital Assets by Happy Life via the Services are final. We do not accept any returns or provide refunds for your purchase of Digital Assets from Happy Life, except as otherwise provided in these Terms.
10. Amount of Fees.
In addition to the fees specified in clause seven above, you agree to pay Happy Life the fees for trades completed via our Services ("Fees") as made available via the Fees and Pair Info ("Fee Schedule") on the website, which we may change from time to time. Changes to the Fee Schedule are effective as of the effective date indicated in the posting of the revised Fee Schedule to the Services and will apply prospectively to any trades that take place following the effective date of such revised Fee Schedule.
• Third-Party Fees. In addition to the Fees, your External Account may impose fees for using your designated External Account via the Services. Any fees imposed by your External Account provider will not be reflected on the transaction screens containing information regarding applicable Fees. You are solely responsible for paying any fees imposed by an External Account provider.
• Payment of Fees. You authorize us, or our designated payment processor, to charge or deduct your Happy Life Account Funds for any applicable Fees owed in connection with trades you complete via the Services.
• Collection-Related Costs. Suppose you fail to pay Fees or any other amounts owed to Happy Life under these Terms, and Happy Life refers your account(s) to a third party for collection. In that case, Happy Life will charge you the lesser of an 18% collection fee, or the maximum percentage permitted by applicable law, to cover Happy Life's collection-related costs.
11. Electronic Notices
• Consent to Electronic Delivery. You agree and consent to receive electronically all communications, agreements, documents, receipts, notices, and disclosures (collectively, "Communications") that Happy Life provides in connection with your Happy Life Account and/or use of the Happy Life Services. You agree that Happy Life may provide these Communications to you by posting them via the Services, by emailing them to you at the email address you provide, and/or by sending an SMS or text message to a mobile phone number that you provide. Your carrier's normal messaging, data, and other rates and fees may apply to any mobile Communications. You should maintain copies of electronic Communications by printing a paper copy or saving an electronic copy. You may also contact us through email support to request additional electronic copies of Communications or, for a fee, paper copies of Communications (as described below).
• Hardware and Software Requirements. In order to access and retain electronic Communications, you will need a computer with an Internet connection that has a current web browser with cookies enabled and 128-bit encryption. You will also need to have a valid email address on file with Happy Life and sufficient storage space to save past Communications or an installed printer to print them.
• Withdrawal of Consent. You may withdraw your consent to receive electronic Communications by sending a withdrawal notice to support. If you decline or withdraw consent to receive electronic Communications, Happy Life may suspend or terminate your use of the Services. Unsubscribe requests submitted by general email may take up to 10 business days to process.
• Requesting Paper Copies. If, after you consent to receive Communications electronically, you would like a paper copy of a Communication we previously sent you, you may request a copy within 30 days after the date we provided the Communication to you by contacting support. For us to send you paper copies, you must have a current street address on file with Happy Life. Please note that Happy Life operates exclusively online, and it isn't very easy for us to produce paper copies of Communications. Therefore, if you request paper copies, you understand and agree that Happy Life may charge you a processing fee, in the amount described in the Fee Schedule, for each page of the Communication requested.
• Updating Contact Information. It is your responsibility to keep your email address and/or mobile phone number on file with Happy Life up to date so that Happy Life can communicate with you electronically. You understand and agree that if Happy Life sends you an electronic Communication, but you do not receive it because your email address or mobile phone number on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Happy Life will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add Happy Life to your email address book so that you will be able to receive the Communications we send to you. You can update your email address, mobile phone number, or street address at any time by logging into your Happy Life Account or by sending such information to support. If your email address or mobile phone number becomes invalid such that electronic Communications sent to you by Happy Life are returned, Happy Life may deem your account to be inactive, and you may not be able to complete any transaction via our Services until we receive a valid, working email address or mobile phone number from you.
12. Unclaimed Property
Suppose, for any reason, Happy Life is holding Funds in your Happy Life Account on your behalf, and Happy Life cannot return your Funds to your designated External Account after a period of inactivity. In that case, Happy Life may report and remit such Funds following applicable state unclaimed property laws.
13. Acceptable Use
When accessing or using the Services, you agree that you will not violate any law, contract, intellectual property, or other third-party right or commit a tort and that you are solely responsible for your conduct while using our Services. Without limiting the generality of the foregoing, you agree that you will not:Use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services, or that could damage, disable, overburden or impair the functioning of our Services in any manner;
• Use our Services to pay for, support or otherwise engage in any illegal gambling activities; fraud; money- laundering; or terrorist activities; or other illegal activities;
• Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access our Services or to extract data;
• Use or attempt to use another user's account without authorization;
• Attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of our Services that you are not authorized to access;
• Develop any third-party applications that interact with ourServices without our prior written consent;
• Provide false, inaccurate, or misleading information; and
• Encourage or induce any third party to engage in any of the activities prohibited under this Section.
13. Feedback
We will own exclusive rights, including all intellectual property rights, to any feedback, suggestions, ideas, or other information or materials regarding Happy Life or our Services that you provide, whether by email, posting through our Services, or otherwise ("Feedback"). Any Feedback you submit is non-confidential and shall become the sole property of Happy Life. We will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You waive any rights you may have to the Feedback (including any copyrights or moral rights). Do not send us Feedback if you expect to be paid or want to continue to own or claim rights in them; your idea might be great, but we may have already had the same or a similar idea, and we do not want disputes. We also have the right to disclose your identity to any third party who is claiming that any content posted by you constitutes a violation of their intellectual property rights or their right to privacy. We have the right to remove any posting you make on our website if your post does not comply with the content standards set out in this Section.
14. Copyrights and Other Intellectual Property Rights
Unless otherwise indicated by us, all copyright and other intellectual property rights in all content and other materials contained on our website or provided in connection with the Services, including, without limitation, the Happy Life or Happy Life logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, "Happy Life Materials") are the proprietary property of Happy Life or our licensors or suppliers and are protected by India and international copyright laws and other intellectual property rights laws. We hereby grant you a limited, nonexclusive, and non-sublicensable license to access and use the Happy Life Materials for your personal or internal business use. Such license is subject to these Terms and does not permit
(a) any resale of the You agree and understand that by signing up to Happy Life and opening an account, you are agreeing to enter into this user agreement (the "User Agreement") by and between you and Happy Life Company and be legally bound by its terms and conditions, so please read them carefully. Please also note that specific terms or conditions may apply to you as a user in a given jurisdiction, as detailed herein. If any term or condition of this User Agreement is unacceptable, please do not visit, access, or use Happy Life. Use of the words "we," "us," or "our" in this User Agreement refers to Happy Life Company and any or all of its affiliates.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING THE
"CREATE ACCOUNT" BUTTON OR ACCESSING OR USING THE SERVICES, YOU AGREE
TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE AND ALL TERMS INCORPORATED BY
REFERENCE.
Master Summary of Terms of Service This summary of our Terms of
Service offers you an overview of the key terms that apply to your use of our
website, trading, and other services. While we hope this summary section is
helpful, you should read the complete Terms of Service below since they provide
essential information about how our services work. Please note that we refer to
our online service, where you can execute trades and access our services as
"Happy Life."
Happy Life provides a platform that matches your trades with
open orders from other users of our services at your direction. Users are not
able to predetermine a trade with a particular user or with a particular account.
Additionally, an order may be partially filled or may be filled by multiple
matching orders.
• Our Services Happy Life provides a simple and convenient way
to trade legal tender (such as INR) for digital assets (such as bitcoins and
ETH) and vice versa and to trade one digital asset for another type of digital
asset. You may also use our Services to purchase and sell digital assets
directly from and to us.
Additionally, the range of services available will depend in
part upon the country or India in which you reside and from which you access Happy
Life.
Terms of Use govern access and use of electronic platforms,
including mobile applications, known as "Happy Life."
("Platform") a Private Limited incorporated under the "Private
Limited," "Happy Life," "Ourselves," "Us,"
"Our" and "We" refers to which expression shall include its
successors and assigns.
• Eligibility and Acceptable Use You must meet specific
eligibility criteria for Happy Life. For instance, you must be an adult, and
there are particular locations from which you may be unable to use some or all
of Happy Life. Additionally, there are certain things you cannot do when using Happy
Life, such as engage in illegal activities,
lie, or do anything that would cause damage to our services or
systems. Please see the acceptable use section for more details. By signing up
to Happy Life and opening an account, you represent and affirm that you are at
least 18 years old as an individual, have the legal capacity to enter into this
User Agreement by and between you and Happy Life Company, and agree to be
legally bound by the terms and conditions of this User Agreement in their
entirety.
• Trading Risks and Disclaimers Engaging in any trade can be
financially risky, and there can be higher financial risks if you engage in any
margin transactions, use any other sophisticated trading options, or trade-in
digital assets that are subject to volatile market price movements. Please
don't use Happy Life if you do not understand these risks and enter into trades
only when you understand the trading option you are using, the characteristics
of the digital asset you intend to trade, and the potential financial risk of
loss trading them entails
• Other Important Legal Terms There are important legal terms in
the complete Terms of Service, including your indemnification responsibilities,
our limitation of liability and warranty disclaimers, and your agreement to
arbitrate most disputes. Please take the time to read these terms carefully.
You can always contact us through support if you have any questions at the
Contact us page on Happy Life.com. As used herein, "Digital Asset"
means a digital asset (also called a "cryptocurrency," "virtual
currency," "digital currency," or "virtual
commodity"), such as bitcoin or ether, which is a digital representation
of value based on (or built on top of) a cryptographic protocol of a computer
network.
1.Complete
Terms of Service:
These Terms of Service and any terms expressly incorporated
herein ("Terms") apply to your access to and use of the websites and
mobile applications provided by Happy Life, Inc. and its wholly-owned
subsidiaries (collectively, "Happy Life," "we," or
"us"), and the trading, direct sale, staking and other services
provided by Happy Life as described in these Terms. (collectively, our
"Services"). Our products and services may be provided through other
operating entities related to Happy Life.
• Key Definitions Capitalized terms not otherwise defined in
these Terms will have the following meaning:
1. "External Account" means any Financial Account or
High-frequency trading Account: (i) from which you may load Funds into your Happy
Life Account, and (ii) to which you may transfer Funds from your Happy Life
Account.
2. "Financial Account" means any financial account of
which you are the beneficial owner maintained by a third party outside of the
Services, including, but not limited to, third-party payment service accounts
or accounts held by third-party financial institutions.
3. "Funds" means Digital Assets and Legal Tender.
4. "Legal Tender" means any national currency, such as
INR, that may be used in connection with a purchase or sale of Digital Assets
via the Services and does not include any Digital Asset.
5. "Happy Life Account" means a user account
accessible via the Services where Happy Life may store Funds on behalf of a
user.
6. "Digital Asset" means bitcoins, ripples, and other
digital assets that may be purchased, sold, or traded via the Services.
7. "Digital Asset Account" means any Digital Asset
address or account owned, controlled, or operated by you that is maintained
outside of the Services and is not owned, controlled, or operated by Happy Life.
2.Eligibility
Happy Life may not make the Services available in all markets
and jurisdictions and may restrict or prohibit use from certain foreign
jurisdictions ("Restricted Locations"). If you are registering to use
the Services on behalf of a legal entity, you represent and warrant that I (i)
such legal entity is duly organized and validly exists under the applicable laws
of the jurisdiction of its organization; and ii (ii) you are duly authorized by
such a legal entity to act on its behalf. You further represent and warrant
that you:
(a) are of legal age to form a binding contract (at least 18
years old in India);
(b) have not previously been suspended or removed from using our
Services;
(c) have full power and authority to enter into this agreement
and, in doing so, will not violate any other agreement to which you are a
party;
(d) are not located in, under the control of, or a national or
resident of (i) any Restricted Locations, or
(ii) any country to which India has embargoed goods or services;
(e) are not identified as a "Specially Designated
National;."
(f) are not placed on Interpol's Denied Person List; and
(g) will not use our Services if any applicable laws in your
country prohibit you from doing so following these Terms.
Happy Life may condition your access or continued access to
certain Services (or features of those Services) by imposing eligibility
requirements. Happy Life will keep you informed of these on its website. Happy
Life may require, on an ongoing basis, that you demonstrate to us that you
continue to meet these requirements. Happy Life's decisions concerning
eligibility are final.
3. Happy
Life Account limitations per person
1. Number of Happy Life Accounts. Happy Life may, in its sole
discretion, limit the number of Happy Life Accounts you may hold, maintain or
acquire.
2. Happy Life Account information and security. To engage in any
trades via the Services, you must create an Happy Life Account and provide any
requested information. When you create an Happy Life Account, you agree to the
following:
(a) create a strong password that you do not use for any other
website or online service;
(b) provide accurate and truthful information;
(c) maintain and promptly update your Happy Life Account
information;
(d) maintain the security of your Happy Life Account by
protecting your password and restricting access to your Happy Life Account;
(e) promptly notify us if you discover or otherwise suspect any
security breaches related to your Happy Life Account; and
(f) take responsibility for all activities under your Happy Life
Account and accept all risks of any unauthorized access to your Happy Life
Account to the maximum extent permitted by law.
4.
Privacy Notice
Please refer to our Privacy Notice for information about how we
collect, use, and share your information.
General
Obligations apply to:
(i) all trades completed via the Services,
(ii) your purchase and sale of Digital Assets directly from Happy
Life via the Services, and
(iii) any transaction in which you load Funds into your Happy
Life Account from your External Account or transfer Funds from your Happy Life
Account into an External Account.
1. Conditions and Restrictions. We may, at any time and in our
sole discretion, refuse any trade submitted via the Services, impose limits on
the trade amount permitted via the Services or impose any other conditions or
restrictions upon your use of the Services for funding your Happy Life Account
or for trading without prior notice. For example, we may limit the number of
open orders you may establish via the Services or restrict trades from specific
locations.
2. Accuracy of Information. You must provide any information
required when creating an Happy Life Account or when prompted by any screen
displayed within the Services. You represent and warrant that any information
you provide via the Services is accurate and complete.
3. Cancellations. You may only cancel an order initiated via the
Services if such cancellation occurs before Happy Life executes the
transaction. Once your order has been executed, you may not change, withdraw or
cancel your authorization for Happy Life to complete such a transaction. If an
order has been partially filled, you may cancel the unfilled remainder unless
the order relates to a market trade. We reserve the right to refuse any
cancellation request associated with a market order once you have submitted
such an order. In contrast to platform orders, all trades are irreversible once
initiated. While we may, at our sole discretion, reverse a trade, if possible,
under certain extraordinary conditions, a customer does not have a right to
reverse a trade.
4. Insufficient Funds. Suppose you have insufficient funds in
your Happy Life Account to complete an order via the Services. In that case, we
may cancel the entire order or may fulfill a partial order using the amount of
Funds currently available in your Happy Life Account, less any fees owed to Happy
Life in connection with our execution of the trade.
5. Taxes. It is your complete responsibility to determine what,
if any, taxes apply to the trades you complete via the Services, and it is your
responsibility to report and remit the correct tax to the appropriate tax
authority. You agree that Happy Life is not responsible for determining whether
taxes apply to your trades or for collecting, reporting, withholding, or
remitting any taxes arising from any trades.
5. Happy
Life Account Funds
1. Funding your Happy Life Account. In order to complete an
order or trade via the Services, you must first load Funds to your Happy Life
Account using one of the approved External Accounts identified via the
Services. You may be required to verify that you control the External Account
that you use to load Funds to your Happy Life Account. As further described herein,
you may be charged fees by the External Account you use to fund your Happy Life
Account. Happy Life is not responsible for any External Account fees or for the
management and security of any External Account. You are solely responsible for
your use of any External Account, and you agree to comply with all terms and
conditions applicable to any External Account. The timing associated with a
load transaction will depend in part upon the performance of third parties
responsible for maintaining the applicable External Account, and Happy Life
makes no guarantee regarding the amount of time it may take to load Funds into
your Happy Life Account. About Funds Held In Your Happy Life Account - Be
advised that fiat funds held in your Happy Life account are exclusively for the
purchase of Digital Assets or withdrawal to your approved External Account.
Proceeds from the sale of Digital Assets will be credited to your fiat account,
less any transactional or other fees. Furthermore, be advised that Happy Life
does not pay interest on free fiat balances held in your account. Digital
Assets Only Accounts - If you have opened an Happy Life Account designated as
Digital Assets Only, you may only fund your account with digital assets. Happy
Life will not accept fiat to fund a Digital Assets Only Account. If fiat is
transmitted to fund such an account, it will be returned to the sender, less
applicable transfer fees.
2. Transferring Funds to an External Account. Provided that the
balance of Funds in your Happy Life Account is greater than any minimum balance
requirements needed to satisfy any of your open positions and subject to the
restrictions set forth herein, you may transfer any amount of Funds up to the
total amount of Funds in your Happy Life Account over such minimum balance
requirements, from your Happy Life Account to an External Account, less any
fees charged by Happy Life for such transactions.
3. Load/Transfer Authorization. When you request that we load
Funds into your Happy Life Account from your External Account or transfer Funds
to your External Account from your Happy Life Account, you authorize Happy Life
to execute such transaction via the Services.
4. Rejected Transactions. In some cases, the External Account
may reject your Funds or may otherwise be unavailable to receive your Funds.
You agree that you will not hold Happy Life liable for any damages resulting
from such rejected transactions.
6.
Platform Orders, Investment, and Trades
This Section applies only when you use the Services to trade
Digital Assets for Legal Tender or vice versa or to trade Digital Assets for
another form of Digital Assets. 1) Authorization. When you submit a new order
via the Services, you authorize Happy Life to execute a transaction following
such order on a spot basis and charge you any applicable fees.
1. Authorization. When you submit a new order via the Services,
you authorize Crovva to execute a transaction in accordance with such order on
a spot basis and charge you any applicable fees.
2. Independent relationship. You acknowledge and agree that:
(a) Happy Life is not acting as your broker, intermediary,
agent, or advisor or in any fiduciary capacity, and
(b) no communication or information provided to you by Happy
Life shall be considered or construed as advice.
3. Trade confirmation. Once the Services execute your trade, a
confirmation will be electronically made available via the Services detailing
the particulars of the trade. You acknowledge and agree that the failure of the
Services to provide such confirmation shall not prejudice or invalidate the
terms of such trade.
4. Trade options. Please refer to the Trading Guidelines on the
website and/or in Terms for information about the terminology used in
connection with the trading options made available via the Services. If you
need help understanding the meaning of any trade option, we strongly encourage
you to refrain from utilizing any of those options.
5. Market rates. If you select a market trade, Happy Life will
attempt, on a commercially reasonable basis, to execute the trade on or close
to the prevailing market platform rate, as defined via the Services. You
acknowledge and agree that the platform rate information made available via our
Services may differ from prevailing platform rates made available via other
sources outside of the Services.
6. Market volatility. Particularly during periods of high
volume, illiquidity, fast movement, or volatility in the marketplace for any
Digital Assets or Legal Tender, the actual market rate at which a market order
or trade is executed may be different from the prevailing rate indicated via
the Services at the time of your order or trade. You understand that we are not
liable for any such price fluctuations.
In the event of a market disruption or Force Majeure event, Happy
Life may do one or more of the following:
In the event of a market disruption or Force Majeure event,
Crovva may do one or more of the following:
(a) suspend access to the Services; or
(b) prevent you from completing any actions via the Services,
including closing any open positions. Following any such event, when trading
resumes, you acknowledge that prevailing market rates may differ significantly
from the rates available prior to such an event.
7.
Trade Settlement.
Subject to the terms and conditions in these Terms, we will use
commercially reasonable efforts to settle trades on a spot basis within two (2)
days of the date upon which users have agreed to execute a trade via the
Services.
8.
Margin Transactions.
1. In accordance with and subject to conditions herein, as part
of the Services, you may receive from Happy Life extensions of margin in the
form of Digital Assets or Legal Tender (“margin transactions”) to use to make
spot purchases and sales of Digital Assets on the Happy Life platform.
2. You acknowledge, represent, warrant, and agree that, prior to
receiving an extension of margin from Happy Life, you will have read our Margin
Disclosure Statement mentioned in the website and general terms herein,
understand the risks involved with margin transactions, and have determined
that purchasing and selling Digital Assets with the use of margin is
appropriate for you.
3. Margin transactions on the Happy Life platform are made
available under the following terms:
1. Margin Account. Happy Life agrees to establish for your
benefit and, in your name, a platform for you to receive Legal Tender and
Digital Assets from Happy Life to make spot trades through your Happy Life
Account (your “Margin Account”). Your Margin Account is a component of your Happy
Life Account.
2. Margin Extensions and Trades. • Subject to the Terms, Happy
Life agrees to provide to you, and you may obtain from and return to Happy Life
from time to time, Funds to support spot transactions (each such provision of
Funds, a “Margin Extension”). No Margin Extension will occur unless you meet or
exceed any minimum balance requirements imposed by Happy Life for your Margin
Account. Moreover, notwithstanding anything to the contrary herein, Happy Life
is under no obligation to make any Margin Extensions to you and may decline a
request to initiate a Margin Extension in its sole discretion. • When you use a
Margin Extension to effectuate a spot transaction, you are entering into a spot
Digital Asset purchase or sale transaction with one or more third-party
trader(s) on the Happy Life platform (each a “Counterparty”). For example, you
might use INR Margin Extension from Happy Life to buy xauusd from a
Counterparty. In executing such spot transactions, Happy Life facilitates the
transfer of ownership of the applicable Funds from the Counterparty to you
(such Funds -- e.g., the bitcoin in the preceding example -- “Received Assets”)
by registering you as the owner of the Received Assets on Happy Life’s internal
book-entry system. • If you are not (or are no longer) eligible to receive
Margin Extensions, each of your then-existing Margin Extensions will become due
and must be terminated: (i) on or before the 30th day after such Margin
Extension was made; or (ii) immediately upon loss of eligibility if such Margin
Extension was made earlier than 30 days before the date on which you were no
longer eligible. If you do not fully terminate your Margin Extensions within
the required time, then Happy Life may treat their Margin Obligation Period as
expired.
3. Received Assets. All Received Assets are custodial assets
held by Happy Life for your benefit, as described in further detail below:
• Ownership. Title to Received Assets shall always remain with
you and shall not transfer to Happy Life, except as provided herein. As the
owner of the Received Assets in your Happy Life Account, you bear all risk of
loss of such Received Assets. None of the Received Assets in your Happy Life
Account are the property of Happy Life. Happy Life does not represent or treat
Received Assets in your Happy Life Account as belonging to Happy Life. Except
as required by a valid court order, or except as provided herein, Happy Life
will not sell, transfer, loan, hypothecate or otherwise alienate Received
Assets in your Happy Life Account unless instructed by you or as otherwise
authorized by these Terms. For the avoidance of doubt, Happy Life makes no
warranty that Digital Assets in your Happy Life Account (including Received
Assets) are held by you free and clear of any security interest or other lien
or encumbrance.
• Control. You control the Received Assets held in your
CrovvaAccount. At any time, subject to outages, downtime, and other applicable
policies and the restrictions described herein, you may withdraw your Received
Assets by transferring them to an External Account.
• Control. You control the Received Assets held in your Happy
Life Account. At any time, subject to outages, downtime, and other applicable
policies and the restrictions described herein, you may withdraw your Received
Assets by transferring them to an External Account.
4. Terminating Margin Extensions. To terminate a Margin
Extension, you must transfer sufficient Funds from your Happy Life Account to Happy
Life through the Services. The Funds you use to terminate a Margin Extension
must be the same asset type as the denomination of the Margin Extension (for
example, you must terminate a bitcoin-denominated Margin Extension by
transferring bitcoin from your Happy Life Account to Happy Life through the
Services). You may terminate a Margin Extension by either: (i)directing
immediately available Funds in your Happy Life Account to Happy Life; or (ii)
selling requisite Collateral Assets (as defined below) or other assets in your Happy
Life Account on the Happy Life platform and applying the proceeds to the
termination of the corresponding Margin Extension. Prior to satisfying the
corresponding Margin Extension pursuant to the preceding sentence, Received
Assets and requisite Collateral Assets may not be otherwise transferred to an
External Account or traded on the Happy Life platform.
5. Restrictions on your Happy Life Account are subject to the
satisfaction of your Margin Extension obligations. ▪ You agree to maintain in
your Happy Life Account, at all times during the term of a Margin Extension, a
specified minimum amount of Funds approved by Happy Life to qualify as
collateral ("Collateral Assets"). This minimum
amount of Collateral Assets (the "Maintenance Margin
Requirement"). This minimum amount of Collateral Assets (the
"Maintenance Margin Requirement") will be defined through the
Services. You will be notified of any changes to the Maintenance Margin
Requirement before those changes take effect. Such notice shall indicate the
effective date for those changes.
▪ A list of assets approved by Happy Life to be eligible as
Collateral Assets will be defined through the Services. Certain Digital Assets
may only be valued as collateral on a discounted basis. You will be notified of
any changes to the list of eligible Collateral Assets or discounts applied to
the valuation thereof before those changes take effect. Such notice shall
indicate the effective date for those change
▪ For purposes of calculating your compliance with the
Maintenance Margin Requirement, Happy Life will calculate (subject to any
discounts) the market value of Collateral Assets continuously based on the
prevailing value of each Digital Asset on one or more Digital Asset platforms,
including those operated by Happy Life. Happy Life has the discretion to select
Digital Asset platforms to calculate this market value that Happy Life, in its
reasonable judgment, believes offers a reasonable valuation of a Digital Asset.
▪ You hereby authorize and instruct Happy Life, in the event the
value of your Collateral Assets falls below the Maintenance Margin Requirement,
too, without further notice to you:
(a) place a market order on the Happy Life platform, on your
behalf, to sell your Received Assets and apply the proceeds towards terminating
your Margin Extension(s); and/or
(b) liquidate such other Funds in your account in the manner and
amount practicable, in Happy Life's reasonable discretion, to terminate the
Margin Extension either in full or in an amount sufficient, in Happy Life's
reasonable discretion, to restore the value of your Collateral Assets to an
amount equal to or exceeding the Maintenance Margin Requirement.
6. Margin Obligation Period. The last day of a Margin
Extension's "Margin Obligation Period" is the date on which that
Margin Extension is due and must be terminated. Generally, the "Margin
Obligation Period" of a Margin Extension is the 365th day after the date
that it is made. However, we may, in our sole discretion, modify any or all
existing and/or future Margin Obligation Periods (i) following any information
we make available on our website or provide to you in any other manner or
otherwise in connection with our exercise of any of our rights and obligations
under these Terms. You may not request extensions to any Margin Obligation
Period. We are only required to contact you after the Margin Obligation Period
expires. You hereby authorize and instruct Happy Life, in the event you do not
terminate your Margin Extension in full prior to the expiration of the Margin
Obligation Period, to, without further notice to you: (a) place a market order
on the Happy Life platform, on your behalf, to sell your Received Assets and
apply the proceeds to the termination of the Margin Extension; and/or (b)
liquidate such other Funds in your account, in the manner and amount
practicable, in Happy Life's reasonable discretion, to terminate the Margin
Extension in full.
7. Payment of Fees; Default.
• Fees charged on and in connection with any Margin Extension
shall be at the applicable rates and computation methods specified in the Fee
Schedule (the "Margin Fees"). If at any time and for any reason, the
Margin Fees on any Margin Extension made under these Terms exceeds the maximum
rates permitted to be charged by Happy Life to you under applicable law, the
parties hereto agree that the Margin Fees shall be reduced automatically to the
maximum rates permitted to be charged under applicable law.
• Upon your failure to satisfy the Maintenance Margin
Requirement, to make any payment of fees, including Margin Fees, when due or to
terminate a Margin Extension when required, or upon otherwise materially
breaching this clause, your Margin Extensions shall be immediately due, and
must be terminated (and any accrued and unpaid fees thereon and any fees and
costs of the collection must be paid) and, to the extent permitted by
applicable law and in addition to any other remedies available to it, Happy
Life, in its sole discretion, may apply the proceeds from the sale of any
Digital Assets in your Margin Account, whether such Digital Assets are
considered Collateral Assets as defined in the Terms or not, first to the
payment of any outstanding fees, commissions, charges or other expenses then
due to Happy Life, and then to the termination of your Margin Extensions. If
your Happy Life Account balance becomes negative, you agree to pay the amount
of Funds owed to Happy Life within 48 hours. You may not trade on a negative Happy
Life Account.
8. Discontinuance of Margin Extension Services. In exercising
its rights mentioned herein after, Happy Life may, irrespective of any Margin
Obligation Period for any outstanding Margin Extension, cease making available
Margin Extensions for certain Digital Assets or Legal Tender for any or all
users. You hereby authorize and instruct Happy Life, without notice to you, as
of the date that Happy Life elects, to: (a) liquidate your Received Assets, in
the manner practicable, in Happy Life's reasonable discretion, and apply the
proceeds to the termination of the Margin Extension; and/ or (b) liquidate such
other Funds in your account, in the manner and amount practicable, in Happy
Life's reasonable discretion, to terminate the Margin Extension in full.
8. Risk
Disclosure
1.
Trading risks.
You acknowledge and agree that you shall access and use the
Services at your own risk. The risk of loss in trading Digital Asset pairs and
Digital Asset and Legal Tender pairs can be substantial. You should carefully
consider whether such trading is suitable for you in light of your
circumstances and financial resources. You should be aware of the following
points:
• You may sustain a total loss of the Funds in your Happy Life
Account, and, in some cases, you may incur losses beyond such Funds.
• Under certain market conditions, liquidating a position may be
difficult or impossible. This can occur, for example, when the market reaches a
daily price fluctuation limit, or there is insufficient liquidity in the
market.
• All Digital Asset positions involve risk, and a
"spread" position may not be less risky than an outright
"long" or "short" position
• The use of leverage can work against you and for you and can
lead to large losses and gains. Refer to our Margin Disclosure Statement for
more information about the unique and specific risks involved with margin
transactions.
ALL OF THE POINTS NOTED ABOVE APPLY TO ALL DIGITAL ASSET PAIRS
AND DIGITAL ASSET AND LEGAL TENDER PAIR TRADING. THIS BRIEF STATEMENT CANNOT,
OF COURSE, DISCLOSE ALL THE RISKS AND OTHER ASPECTS ASSOCIATED WITH THESE
TRADES.
2.
Internet transmission risks.
You acknowledge that there are risks associated with utilizing
an Internet-based trading system, including, but not limited to, the failure of
hardware, software, and Internet connections. You acknowledge that Happy Life
shall not be responsible for any communication failures, disruptions, errors,
distortions, or delays you may experience when trading via the Services,
however, caused.
9.
Digital Asset Terms of Sale
This Section applies only when you use the Services to purchase
or sell Digital Assets directly from Happy Life, a service available in limited
jurisdictions only.
• Prices; Availability. All prices reflect the platform rates
applicable to the purchase or sale of Digital Assets using the Legal Tender or
alternative form of Digital Assets identified in your purchase order. All
Digital Asset sales and purchases by Happy Life are subject to availability,
and we reserve the right to discontinue the sale and purchase of Digital Assets
without notice.
• Purchase Quotes. Prior to completing your purchase or sale of
Digital Assets from Happy Life, we will provide notice of the amount of Digital
Assets you intend to purchase or sell and the amount of Funds you will be
required to pay to Happy Life to receive such Digital Assets or Legal Tender.
You agree to comply with any terms and conditions provided within such notice
to complete your purchase transaction.
• Errors. In the event of an error, whether via our Services, in
a purchase order confirmation, in processing your purchase, or otherwise, we
reserve the right to correct such error and revise your purchase transaction
accordingly (including charging the correct price) or to cancel the purchase
and refund any amount received. Your sole remedy in the event of an error is to
cancel your purchase order and obtain a refund of any amount charged.
• Payment Method. Only valid payment methods specified by us may
be used to purchase Digital Assets. By placing an order to purchase Digital
Assets from Happy Life, you represent and warrant that
(a) you are authorized to use the designated payment method and
(b) you authorize us, or our payment processor, to charge your
designated payment method. If the payment method you designate cannot be verified,
is invalid, or is otherwise unacceptable, your purchase order may be suspended
or canceled automatically. You agree to resolve any problems we encounter in
order to proceed with your purchase order. • No Returns or Refunds. All sales
and purchases of Digital Assets by Happy Life via the Services are final. We do
not accept any returns or provide refunds for your purchase of Digital Assets
from Happy Life, except as otherwise provided in these Terms.
10.
Amount of Fees.
In addition to the fees specified in clause seven above, you
agree to pay Happy Life the fees for trades completed via our Services
("Fees") as made available via the Fees and Pair Info ("Fee
Schedule") on the website, which we may change from time to time. Changes
to the Fee Schedule are effective as of the effective date indicated in the
posting of the revised Fee Schedule to the Services and will apply
prospectively to any trades that take place following the effective date of
such revised Fee Schedule.
• Third-Party Fees. In addition to the Fees, your External
Account may impose fees for using your designated External Account via the
Services. Any fees imposed by your External Account provider will not be
reflected on the transaction screens containing information regarding
applicable Fees. You are solely responsible for paying any fees imposed by an
External Account provider.
• Payment of Fees. You authorize us, or our designated payment
processor, to charge or deduct your Happy Life Account Funds for any applicable
Fees owed in connection with trades you complete via the Services.
• Collection-Related Costs. Suppose you fail to pay Fees or any
other amounts owed to Happy Life under these Terms, and Happy Life refers your
account(s) to a third party for collection. In that case, Happy Life will
charge you the lesser of an 18% collection fee, or the maximum percentage
permitted by applicable law, to cover Happy Life's collection-related costs.
11.
Electronic Notices
• Consent to Electronic Delivery. You agree and consent to
receive electronically all communications, agreements, documents, receipts,
notices, and disclosures (collectively, "Communications") that Happy
Life provides in connection with your Happy Life Account and/or use of the Happy
Life Services. You agree that Happy Life may provide these Communications to
you by posting them via the Services, by emailing them to you at the email
address you provide, and/or by sending an SMS or text message to a mobile phone
number that you provide. Your carrier's normal messaging, data, and other rates
and fees may apply to any mobile Communications. You should maintain copies of
electronic Communications by printing a paper copy or saving an electronic
copy. You may also contact us through email support to request additional
electronic copies of Communications or, for a fee, paper copies of
Communications (as described below).
• Hardware and Software Requirements. In order to access and
retain electronic Communications, you will need a computer with an Internet
connection that has a current web browser with cookies enabled and 128-bit
encryption. You will also need to have a valid email address on file with Happy
Life and sufficient storage space to save past Communications or an installed
printer to print them.
• Withdrawal of Consent. You may withdraw your consent to
receive electronic Communications by sending a withdrawal notice to support. If
you decline or withdraw consent to receive electronic Communications, Happy
Life may suspend or terminate your use of the Services. Unsubscribe requests
submitted by general email may take up to 10 business days to process.
• Requesting Paper Copies. If, after you consent to receive
Communications electronically, you would like a paper copy of a Communication
we previously sent you, you may request a copy within 30 days after the date we
provided the Communication to you by contacting support. For us to send you
paper copies, you must have a current street address on file with Happy Life.
Please note that Happy Life operates exclusively online, and it isn't very easy
for us to produce paper copies of Communications. Therefore, if you request
paper copies, you understand and agree that Happy Life may charge you a
processing fee, in the amount described in the Fee Schedule, for each page of
the Communication requested.
• Updating Contact Information. It is your responsibility to
keep your email address and/or mobile phone number on file with Happy Life up
to date so that Happy Life can communicate with you electronically. You
understand and agree that if Happy Life sends you an electronic Communication,
but you do not receive it because your email address or mobile phone number on
file is incorrect, out of date, blocked by your service provider, or you are
otherwise unable to receive electronic Communications, Happy Life will be deemed
to have provided the Communication to you. Please note that if you use a spam
filter that blocks or re-routes emails from senders not listed in your email
address book, you must add Happy Life to your email address book so that you
will be able to receive the Communications we send to you. You can update your
email address, mobile phone number, or street address at any time by logging
into your Happy Life Account or by sending such information to support. If your
email address or mobile phone number becomes invalid such that electronic
Communications sent to you by Happy Life are returned, Happy Life may deem your
account to be inactive, and you may not be able to complete any transaction via
our Services until we receive a valid, working email address or mobile phone
number from you.
12.
Unclaimed Property
Suppose, for any reason, Happy Life is holding Funds in your Happy
Life Account on your behalf, and Happy Life cannot return your Funds to your
designated External Account after a period of inactivity. In that case, Happy
Life may report and remit such Funds following applicable state unclaimed
property laws.
13. Acceptable Use
When accessing or using the Services, you agree that you will
not violate any law, contract, intellectual property, or other third-party
right or commit a tort and that you are solely responsible for your conduct
while using our Services. Without limiting the generality of the foregoing, you
agree that you will not:Use our Services in any manner that could interfere
with, disrupt, negatively affect or inhibit other users from fully enjoying our
Services, or that could damage, disable, overburden or impair the functioning
of our Services in any manner;
• Use our Services to pay for, support or otherwise engage in
any illegal gambling activities; fraud; money- laundering; or terrorist
activities; or other illegal activities;
• Use any robot, spider, crawler, scraper or other automated
means or interface not provided by us to access our Services or to extract
data;
• Use or attempt to use another user's account without
authorization;
• Attempt to circumvent any content filtering techniques we
employ, or attempt to access any service or area of our Services that you are
not authorized to access;
• Develop any third-party applications that interact with ourServices
without our prior written consent;
• Provide false, inaccurate, or misleading information; and
• Encourage or induce any third party to engage in any of the
activities prohibited under this Section.
13.
Feedback
We will own exclusive rights, including all intellectual
property rights, to any feedback, suggestions, ideas, or other information or
materials regarding Happy Life or our Services that you provide, whether by
email, posting through our Services, or otherwise ("Feedback"). Any
Feedback you submit is non-confidential and shall become the sole property of Happy
Life. We will be entitled to the unrestricted use and dissemination of such
Feedback for any purpose, commercial or otherwise, without acknowledgment or
compensation to you. You waive any rights you may have to the Feedback
(including any copyrights or moral rights). Do not send us Feedback if you
expect to be paid or want to continue to own or claim rights in them; your idea
might be great, but we may have already had the same or a similar idea, and we
do not want disputes. We also have the right to disclose your identity to any
third party who is claiming that any content posted by you constitutes a
violation of their intellectual property rights or their right to privacy. We
have the right to remove any posting you make on our website if your post does
not comply with the content standards set out in this Section.
14.
Copyrights and Other Intellectual Property Rights
Unless otherwise indicated by us, all copyright and other
intellectual property rights in all content and other materials contained on
our website or provided in connection with the Services, including, without
limitation, the Happy Life or Happy Life logo and all designs, text, graphics,
pictures, information, data, software, sound files, other files and the
selection and arrangement thereof (collectively, "Happy Life
Materials") are the proprietary property of Happy Life or our licensors or
suppliers and are protected by India and international copyright laws and other
intellectual property rights laws. We hereby grant you a limited, nonexclusive,
and non-sublicensable license to access and use the Happy Life Materials for
your personal or internal business use. Such license is subject to these Terms
and does not permit
(a) any resale of the Happy Life Materials;
(b) the distribution, public performance, or public display of
any Happy Life Materials;
(c) modifying or otherwise making any derivative uses of the Happy
Life Materials, or any portion thereof; or
(d) any use of the Happy Life Materials other than for their
intended purposes. The license granted under this Section will automatically
terminate if we suspend or terminate your access to the Services.`
15.
Trademarks
"Happy Life," "Happy Life," the Happy Life
logo, the Happy Life logo, and any other Happy Life product or service names,
logos, or slogans that may appear on our Services are trademarks of Happy Life
in India and in other countries. They may not be copied, imitated, or used, in
whole or in part, without our prior written permission. You may not use any
trademark, product, or service name of Happy Life without our prior written
permission, including without limitation any metatags or other "hidden
text" utilizing any trademark, product, or service name of Happy Life. In
addition, the look and feel of our Services, including all page headers, custom
graphics, button icons, and scripts, is the service mark, trademark, and/or
trade dress of Happy Life and may not be copied, imitated, or used, in whole or
in part, without our prior written permission. All other trademarks, registered
trademarks, product names, and company names or logos mentioned through our
Services are the property of their respective owners. Reference to any
products, services, processes, or other information by name, trademark,
manufacturer, supplier, or otherwise does not constitute or imply our
endorsement, sponsorship, or recommendation.
16.
Third-Party Content
In using our Services, you may view content provided by third
parties, including links to web pages of such parties, including but not
limited to Facebook and Twitter links ("Third-Party Content"). We do
not control, endorse or adopt any Third-Party Content. We shall have no
responsibility for Third-Party Content, including, without limitation, material
that may be misleading, incomplete, erroneous, offensive, indecent, or
otherwise objectionable. In addition, your business dealings or correspondence
with such third parties are solely between you and the third parties. We are
not responsible or liable for any loss or damage of any sort incurred as the
result of any such dealings, and you understand that your use of Third-Party
Content, and your interactions with third parties, are at your own risk.
17.
Suspension & Termination
In the event of any Force Majeure Event, breach of these Terms,
or any other event that would make provision of the Services commercially
unreasonable for Happy Life, we may, in our discretion and without liability to
you, with or without prior notice, suspend your access to all or a portion of
our Services. We may terminate your access to the Services in our sole
discretion, immediately and without prior notice, and delete or deactivate your
Happy Life Account and all related information and files in such account
without liability to you, including, for instance, if you breach any term of
these Terms. In the event of termination, Happy Life will attempt to return any
Funds stored in your Happy Life Account not otherwise owed to Happy Life unless
Happy Life believes you have committed fraud, negligence, or other misconduct.
18.
Discontinuance of Services
We may, in our sole discretion and without liability to you,
with or without prior notice and at any time, modify or discontinue,
temporarily or permanently, any portion of our Services.
19.
Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY THE
US, OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS
AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES OF
ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND
NON- INFRINGEMENT AS TO OUR SERVICES, INCLUDING THE INFORMATION, CONTENT, AND
MATERIALS CONTAINED THEREIN. YOU ACKNOWLEDGE THAT INFORMATION YOU STORE OR
TRANSFER THROUGH OUR SERVICES MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED, OR
TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING SOFTWARE FAILURES,
PROTOCOL CHANGES BY THIRD-PARTY PROVIDERS, INTERNET OUTAGES, FORCE MAJEURE
EVENTS, OR OTHER DISASTERS, INCLUDING THIRD PARTY DDOS ATTACKS, SCHEDULED OR
UNSCHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL.
YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES OF
ANY INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES.
Some jurisdictions do not allow the disclaimer of implied terms
in contracts with consumers, so some or all of the disclaimers in this section
may not apply to you.
20.
Limitation of Liability
• EXCEPT AS OTHERWISE REQUIRED BY LAW, IN NO EVENT SHALL Happy
Life, OURDIRECTORS, MEMBERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY SPECIAL,
INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING
BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN
ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR
OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY
TO USE OUR SERVICES OR THE Happy Life MATERIALS, INCLUDING WITHOUT LIMITATION
ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION
OBTAINED FROM Happy Life, OR THAT RESULT FROM MISTAKES, OMISSIONS,
INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN
OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT
RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT,
DESTRUCTION OR UNAUTHORIZED ACCESS TO Happy Life'S RECORDS, PROGRAMS OR
SERVICES.
Some jurisdictions do not allow the exclusion of certain
warranties or the limitation or exclusion of liability for incidental or
consequential damages. Accordingly, some of the limitations of this section may
apply to someone else.
• TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT
SHALL THE AGGREGATE LIABILITY OF Happy Life (INCLUDING OUR DIRECTORS, MEMBERS,
EMPLOYEES, AND AGENTS), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING
NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT
LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF, OR
INABILITY TO USE, Happy Life OR TO THESE TERMS EXCEED THE FEES PAID BY YOU TO Happy
Life DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING
RISE TO SUCH LIABILITY.
21.
Indemnity
You agree to defend, indemnify and hold harmless Happy Life (and
each of our officers, directors, members, employees, agents, and affiliates)
from any claim, demand, action, damage, loss, cost, or expense, including
without limitation reasonable attorneys' fees, arising out or relating to
(a) your use of, or conduct in connection with, our Services;
(b) any Feedback you provide;
(c) your violation of these Terms; or
(d) your violation of any rights of any other person or entity.
If you are obligated to indemnify us, we will have the right, in our sole
discretion, to control any action or proceeding (at our expense) and determine
whether we wish to settle it.
22.
Applicable Law; Arbitration
PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT
REQUIRES YOU TO ARBITRATE DISPUTES WITH US, AND IT LIMITS HOW YOU CAN SEEK
You and Happy Life agree to arbitrate any dispute arising from
these Terms or your use of the Services, except for disputes in which either
party seeks equitable and other relief for the alleged unlawful use of
copyrights, trademarks, trade names, logos, trade secrets, or patents.
ARBITRATION PREVENTS YOU FROM SUING IN COURT. You and Happy Life agree to
notify each other in writing of any dispute within thirty (30) days of when it
arises. Notice to Happy Life shall be sent to support@Happy Life.com. You and Happy
Life further agree:
(a) to attempt informal resolution before any demand for
arbitration;
(b) that any arbitration will occur in India;
(c) that arbitration will be conducted confidentially by a
single arbitrator following the rules of the Arbitration Conciliation Act of
India; and
(d) that the state or federal courts in India have exclusive
jurisdiction over any appeals of an arbitration award and any suit between the
parties not subject to arbitration. Other than class procedures and remedies
discussed below, the arbitrator can grant any remedy otherwise available in
court. Any dispute between the parties will be governed by these Terms and the
laws of India and applicable Indian law, without giving effect to any conflict
of laws principles that may provide for applying the law of another
jurisdiction. Whether the dispute is heard in arbitration or in court, you and Happy
Life will not commence a class action, class arbitration, or representative
action or proceeding.
23.
Miscellaneous
• Entire Agreement; Order of Precedence. These Terms contain the
entire agreement and supersede all prior and contemporaneous understandings
between the parties regarding the Services. These Terms do not alter the terms
or conditions of any other electronic or written agreement you may have with Happy
Life for the Services or for any other Happy Life product or service or
otherwise. In the event of any conflict between these Terms and any other
agreement you may have with Happy Life, the terms of that other agreement will
control if these Terms are specifically identified and declared to be
overridden by such other agreement.
• Amendment. We reserve the right to make changes or
modifications to these Terms from time to time, in our sole discretion, by
posting the amended Terms via the applicable Happy Life websites and mobile
applications or by communicating these changes through any written or another
contact method we have established with you and updating the "Last
Updated" date at the top of these Terms. The amended Terms will be
effective immediately thereafter, and your use of the Services following the
date on which such amended Terms are published will constitute consent to such
amendments.
• Waiver. Our failure or delay in exercising any right, power or
privilege under these Terms shall not operate as a waiver thereof.
• Severability. The invalidity or unenforceability of any of
these Terms shall not affect the validity or enforceability of any other of
these Terms, all of which shall remain in full force and effect.
• Force Majeure Events. Happy Life shall not be liable for
(1) any inaccuracy, error, delay in, or omission of (i) any
information or (ii) the transmission or delivery of information;
(2) any loss or damage arising from any event beyond Happy Life's
reasonable control, including but not limited to flood, extraordinary weather
conditions, earthquake, or other act of God, fire, war, insurrection, riot,
labor dispute, accident, the action of government, communications, power
failure, or equipment or software malfunction or any other cause beyond Happy
Life's reasonable control (each, a "Force Majeure Event").
• Assignment. You may not assign or transfer any of your rights
or obligations under these Terms without prior written consent from Happy Life,
including by operation of law or in connection with any change of control. Happy
Life may assign or transfer any or all of its rights under these Terms, in
whole or in part, without obtaining your consent or approval.
• Headings. Headings of sections are for convenience only and
shall not be used to limit or construe such sections.
• Survival. Clauses – (Eligibility), (Happy Life Account), (Risk
Disclosure), (Fees), (Unclaimed Property), (Feedback), (Copyrights),
(Trademarks), (Third-Party Content), (Disclaimer of Warranties), (Limitation of
Liability); (Indemnity), (Applicable Law; Arbitration) and this clause
(Miscellaneous) shall survive any termination or expiration of these Terms.
24.
Jurisdiction-specific Legal Disclosuress
Happy Life maintains licenses and registrations in certain
jurisdictions to provide you with our Services. These licenses or registrations
may impact our provision and your use of our services depending on where you
live or are domiciled. Information regarding certain of Happy Life's licenses
and registrations, or lack thereof, and corresponding disclosures can be found
on the Happy Life website pages, which is incorporated into these Terms by
reference. By creating an Happy Life account, you acknowledge that you have
read, understand and agree to those disclosures that apply to you.
Materials;
(b) the distribution, public performance, or public display of any Happy Life Materials;
(c) modifying or otherwise making any derivative uses of the Happy Life Materials, or any portion thereof; or
(d) any use of the Happy Life Materials other than for their intended purposes. The license granted under this Section will automatically terminate if we suspend or terminate your access to the Services.`
15. Trademarks
"Happy Life," "Happy Life," the Happy Life logo, the Happy Life logo, and any other Happy Life product or service names, logos, or slogans that may appear on our Services are trademarks of Happy Life in India and in other countries. They may not be copied, imitated, or used, in whole or in part, without our prior written permission. You may not use any trademark, product, or service name of Happy Life without our prior written permission, including without limitation any metatags or other "hidden text" utilizing any trademark, product, or service name of Happy Life. In addition, the look and feel of our Services, including all page headers, custom graphics, button icons, and scripts, is the service mark, trademark, and/or trade dress of Happy Life and may not be copied, imitated, or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned through our Services are the property of their respective owners. Reference to any products, services, processes, or other information by name, trademark, manufacturer, supplier, or otherwise does not constitute or imply our endorsement, sponsorship, or recommendation.
16. Third-Party Content
In using our Services, you may view content provided by third parties, including links to web pages of such parties, including but not limited to Facebook and Twitter links ("Third-Party Content"). We do not control, endorse or adopt any Third-Party Content. We shall have no responsibility for Third-Party Content, including, without limitation, material that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable. In addition, your business dealings or correspondence with such third parties are solely between you and the third parties. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with third parties, are at your own risk.
17. Suspension & Termination
In the event of any Force Majeure Event, breach of these Terms, or any other event that would make provision of the Services commercially unreasonable for Happy Life, we may, in our discretion and without liability to you, with or without prior notice, suspend your access to all or a portion of our Services. We may terminate your access to the Services in our sole discretion, immediately and without prior notice, and delete or deactivate your Happy Life Account and all related information and files in such account without liability to you, including, for instance, if you breach any term of these Terms. In the event of termination, Happy Life will attempt to return any Funds stored in your Happy Life Account not otherwise owed to Happy Life unless Happy Life believes you have committed fraud, negligence, or other misconduct.
18. Discontinuance of Services
We may, in our sole discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of our Services.
19. Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY THE US, OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT AS TO OUR SERVICES, INCLUDING THE INFORMATION, CONTENT, AND MATERIALS CONTAINED THEREIN. YOU ACKNOWLEDGE THAT INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES MAY BECOME IRRETRIEVABLY LOST OR CORRUPTED, OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES, INCLUDING SOFTWARE FAILURES, PROTOCOL CHANGES BY THIRD-PARTY PROVIDERS, INTERNET OUTAGES, FORCE MAJEURE EVENTS, OR OTHER DISASTERS, INCLUDING THIRD PARTY DDOS ATTACKS, SCHEDULED OR UNSCHEDULED MAINTENANCE, OR OTHER CAUSES EITHER WITHIN OR OUTSIDE OUR CONTROL. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES OF ANY INFORMATION YOU STORE OR TRANSFER THROUGH OUR SERVICES.
Some jurisdictions do not allow the disclaimer of implied terms in contracts with consumers, so some or all of the disclaimers in this section may not apply to you.
20. Limitation of Liability
• EXCEPT AS OTHERWISE REQUIRED BY LAW, IN NO EVENT SHALL Happy Life, OURDIRECTORS, MEMBERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE OUR SERVICES OR THE Happy Life MATERIALS, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM Happy Life, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO Happy Life'S RECORDS, PROGRAMS OR SERVICES.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this section may apply to someone else.
• TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF Happy Life (INCLUDING OUR DIRECTORS, MEMBERS, EMPLOYEES, AND AGENTS), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, Happy Life OR TO THESE TERMS EXCEED THE FEES PAID BY YOU TO Happy Life DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY.
21. Indemnity
You agree to defend, indemnify and hold harmless Happy Life (and each of our officers, directors, members, employees, agents, and affiliates) from any claim, demand, action, damage, loss, cost, or expense, including without limitation reasonable attorneys' fees, arising out or relating to
(a) your use of, or conduct in connection with, our Services;
(b) any Feedback you provide;
(c) your violation of these Terms; or
(d) your violation of any rights of any other person or entity. If you are obligated to indemnify us, we will have the right, in our sole discretion, to control any action or proceeding (at our expense) and determine whether we wish to settle it.
22. Applicable Law; Arbitration
PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US, AND IT LIMITS HOW YOU CAN SEEK
You and Happy Life agree to arbitrate any dispute arising from these Terms or your use of the Services, except for disputes in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT. You and Happy Life agree to notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to Happy Life shall be sent to support@Happy Life.com. You and Happy Life further agree:
(a) to attempt informal resolution before any demand for arbitration;
(b) that any arbitration will occur in India;
(c) that arbitration will be conducted confidentially by a single arbitrator following the rules of the Arbitration Conciliation Act of India; and
(d) that the state or federal courts in India have exclusive jurisdiction over any appeals of an arbitration award and any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator can grant any remedy otherwise available in court. Any dispute between the parties will be governed by these Terms and the laws of India and applicable Indian law, without giving effect to any conflict of laws principles that may provide for applying the law of another jurisdiction. Whether the dispute is heard in arbitration or in court, you and Happy Life will not commence a class action, class arbitration, or representative action or proceeding.
23. Miscellaneous
• Entire Agreement; Order of Precedence. These Terms contain the entire agreement and supersede all prior and contemporaneous understandings between the parties regarding the Services. These Terms do not alter the terms or conditions of any other electronic or written agreement you may have with Happy Life for the Services or for any other Happy Life product or service or otherwise. In the event of any conflict between these Terms and any other agreement you may have with Happy Life, the terms of that other agreement will control if these Terms are specifically identified and declared to be overridden by such other agreement.
• Amendment. We reserve the right to make changes or modifications to these Terms from time to time, in our sole discretion, by posting the amended Terms via the applicable Happy Life websites and mobile applications or by communicating these changes through any written or another contact method we have established with you and updating the "Last Updated" date at the top of these Terms. The amended Terms will be effective immediately thereafter, and your use of the Services following the date on which such amended Terms are published will constitute consent to such amendments.
• Waiver. Our failure or delay in exercising any right, power or privilege under these Terms shall not operate as a waiver thereof.
• Severability. The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.
• Force Majeure Events. Happy Life shall not be liable for
(1) any inaccuracy, error, delay in, or omission of (i) any information or (ii) the transmission or delivery of information;
(2) any loss or damage arising from any event beyond Happy Life's reasonable control, including but not limited to flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, the action of government, communications, power failure, or equipment or software malfunction or any other cause beyond Happy Life's reasonable control (each, a "Force Majeure Event").
• Assignment. You may not assign or transfer any of your rights or obligations under these Terms without prior written consent from Happy Life, including by operation of law or in connection with any change of control. Happy Life may assign or transfer any or all of its rights under these Terms, in whole or in part, without obtaining your consent or approval.
• Headings. Headings of sections are for convenience only and shall not be used to limit or construe such sections.
• Survival. Clauses – (Eligibility), (Happy Life Account), (Risk Disclosure), (Fees), (Unclaimed Property), (Feedback), (Copyrights), (Trademarks), (Third-Party Content), (Disclaimer of Warranties), (Limitation of Liability); (Indemnity), (Applicable Law; Arbitration) and this clause (Miscellaneous) shall survive any termination or expiration of these Terms.
24. Jurisdiction-specific Legal Disclosuress
Happy Life maintains licenses and registrations in certain jurisdictions to provide you with our Services. These licenses or registrations may impact our provision and your use of our services depending on where you live or are domiciled. Information regarding certain of Happy Life's licenses and registrations, or lack thereof, and corresponding disclosures can be found on the Happy Life website pages, which is incorporated into these Terms by reference. By creating an Happy Life account, you acknowledge that you have read, understand and agree to those disclosures that apply to you.