HAPPINESS EVER AFTER LLC

TERMS OF SERVICE 

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Last Modified: March 31, 2021

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THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.

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THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

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PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, VIA E-MAIL, TELEPHONE, OR OTHER MEANS, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS AND CONDITIONS.

YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH HAPPY BOX STORE, LLC, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.             

These terms and conditions (these “Terms”) apply to the purchase and sale of products or services by Buyer (the “Buyer” or “you”) and services through Happiness Ever After website located athttps://www.happinesseverafter.com (the “Site”) as well as other ordering formats, including telephone, email, or other websites, if applicable. These Terms may be modified for Corporate/Bulk orders only by a written and signed Happiness Ever After Service or Bulk Order Agreement document where more detailed specifics to a Corporate or Bulk Campaign are agreed upon and outlined by Seller and Buyer. These Terms are subject to change by Happiness Ever After LLC (referred to as the “Seller”, “us”, “we”, or “our” as the context may require) without prior written notice at any time, in our sole discretion. Any changes to the Terms will be in effect as of the “Last Updated Date” referenced on the Site. Buyer should review these Terms prior to purchasing any product or services that are available through this Site. Buyer’s continued use of this Site after the “Last Updated Date” will constitute Buyer’s acceptance of and agreement to such changes.

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These Terms are an integral part of the Website Terms of Use that apply generally to the use of our Site. Buyer should also carefully review our Privacy Policy before placing an order for products or services through this Site.

1. Order Acceptance and Cancellation. Buyer agrees that Buyer’s Order is an offer to buy, under these Terms, all products and services listed in Buyer’s Order. All Orders must be accepted by Seller or Seller will not be obligated to sell the products or services to Buyer. Seller may choose not to accept Orders at Seller’s sole and absolute discretion, even after Seller sends Buyer a confirmation email with Buyer’s order number and details of the items Buyer has ordered.

2. Prices and Payment Terms.

   1. All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for a product or service will be the price in effect at the time the Order is placed and will be sent out in Buyer’s order confirmation email. Price increases will only apply to orders placed after such changes. Prices may not include taxes, packing fees, or charges for shipping and handling, if applicable. All such taxes and other charges will be itemized on the payment page of the Website and in Buyer’s order confirmation email. Seller strives to display accurate price information, however Seller may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. Seller reserves the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences, in our sole and absolute discretion. Notwithstanding the foregoing, Seller collects sales tax for any purchases made in the State of California.

   2. Seller may offer from time-to-time promotions on the Site, social media accounts owned by Seller, and in e-mail marketing campaigns, as applicable, that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern. Seller may discontinue a promotion at any time, in its sole and absolute discretion. Promotions cannot be applied after an order has been placed.

   3. Terms of payment are within our sole discretion and, unless otherwise agreed by Seller in writing, payment must be received by Seller before our acceptance of an order. Seller accepts most major credit cards and PayPal for all purchases. Buyer represents and warrants that (i) the credit card information Buyer supplies to Seller is true, correct, and complete, (ii) Buyer is duly authorized to use such credit card for the purchase, (iii) charges incurred by Buyer will be honored by Buyer’s credit card company, and (iv) Buyer will pay charges incurred by Buyer at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of Buyer’s order.

   4. All monthly box, and happy box program sales are final and Seller will not under any circumstances issue refunds. All deposits are non-refundable.

   5. All other goods in the Happy Store can be returned within 30 days of purchase. You can request a refund under the Refunds & Returns page.

   6. Service session are cancellable with twenty-four (24) hour notice. Sessions are scheduled with consideration of client and coaches calendars. A twenty-four (24) hour notice is required by email, text, or voice message to cancel or reschedule a session or the session will be forfeited for the week/month. Best efforts will be made by the coach to reschedule appointments with proper notice. No refunds will be honored for sessions cancelled outside the twenty-four (24) hour window.

   7. Buyer shall pay for all Goods and all applicable shipping charges, fees, and taxes related to the Goods, and any duties and charges of any kind imposed by any Governmental Authority with respect to, or measured by, the manufacture, sale, shipment, use, or price of the Goods including interest and penalties thereon. Shipment of the Goods may be made to one (1) or more Delivery Location(s), as designated by Buyer, and Buyer is responsible for all applicable shipping charges.

   8. Payment Terms for Single Orders

      1. Seller shall issue an Invoice to Buyer on the payment screen for a Transaction prior to Seller’s purchasing of any Goods. Buyer shall pay the Invoice upon receipt of the Invoice to complete the purchase. Any additional services, Goods, number of boxes or other requests made by the Buyer subsequent to Buyer’s receipt of the initial Invoice, shall be made on an additional order. Buyer may pay Invoices via credit card or PayPal.

   9. Payment Terms for Corporate Orders Delivered for Specific Date or Event

      1. The Buyer is required to make payment in full prior to shipment of any Goods that are to be delivered for a specific date or event. The Buyer is responsible for any and all additional costs incurred after the initial Invoice, including without limitation, rush fees, unforeseen tariffs, or other expenses that are requested by Buyer or otherwise are incurred as a result of fulfilling Buyer’s requests after the initial Invoice has been delivered to Buyer.

   10.  Payment Terms for Memberships

       1. We offer various subscription membership programs (each, a “Membership”) which include regular shipments of program documents and curated happiness product assortments, and/or which enable digital access to features and benefits available on the Happiness Ever After website.

       2. If you sign up for a Membership, you will be immediately billed according to the pricing listed under the Happiness Programs page (plus shipping and taxes if applicable) as a non-refundable minimum purchase and that current Month’s Box or the following Month’s Box will be the first Box you receive. The specific Box you receive as a first-time subscriber is subject to availability or may be based on the specific promotional code that you choose to use. Your Membership will then continue according to our monthly schedule and your credit or debit card will be charged according to your program’s billing rate (plus shipping and taxes, if applicable) within two business days of the anniversary date of your first Box purchase date, and every month thereafter.

       3. Happiness Program Memberships are an ongoing service that is billed each month (plus shipping and taxes if applicable) and will be automatically charged to your payment method on file. Unless you cancel in accordance with these Membership Terms (in particular, see section 5 “Cancellation” below), you will continue to be charged as described above.

       4. MEMBERSHIPS AUTOMATICALLY RENEW EVERY 30 DAYS WITH A MINIMUM TWO MONTH RENEWAL REQUIREMENT. YOU ACKNOWLEDGE AND AGREE THAT EACH MEMBERSHIP AUTOMATICALLY RENEWS, AND YOU WILL CONTINUE TO BE CHARGED, UNLESS AND UNTIL YOU CANCEL YOUR MEMBERSHIP, OR WE SUSPEND OR TERMINATE IT, IN ACCORDANCE WITH THESE TERMS.

       5. Cancellation Policy. Memberships may be cancelled any time, subject to these Terms. In order to cancel your Membership, you must: (a) email us at info@happinesseverafter.com, indicate that you wish to cancel and follow the instructions that we send you in response; (b) log into your Member Account, navigate to the “My Subscription” link or “My Subscription and orders” tab, choose Cancel, and follow the instructions; (c) click the Cancel Request button at the bottom of this page and email us your request, or (d) call us at 650-332-4543, indicate that you wish to cancel and share your name and email address. You must contact us and complete cancellation within 10 days of your next credit charge for your cancellation to be effective prior to the next payment. There are no cancellation fees. Canceling your Membership does not provide you a refund for Membership payments already processed, nor does it stop a pending charge. Your cancellation will go into effect for the following billing cycle.

   11. Invoice Disputes

       1. Buyer shall notify Seller in writing of any dispute with any Invoice along with substantiating documentation of the dispute within ten (10) Business Days from the Buyer's receipt of such Invoice. Buyer will be deemed to have accepted all Invoices for which Seller does not receive timely notification of disputes, and shall pay all undisputed amounts due. The Parties shall seek to resolve all such disputes expeditiously and in good faith. Notwithstanding anything to the contrary, Buyer shall continue performing its obligations under these Terms during any such dispute, including, without limitation, Buyer's obligation to pay all due and undisputed Invoice amounts.

3. Order Procedure.

   1. Seller's Right to Accept or Reject Order

      1. Seller has the right, in its sole discretion, to accept or reject any Order. Seller may accept any Order by confirming the order (whether by written confirmation, Invoice or otherwise) or by delivering such Goods, whichever occurs first. No Order is binding on Seller unless accepted by Seller as provided in these Terms.

   2. Cancellation of Transactions

      1. Seller may, in its sole discretion, without liability or penalty, cancel any Transaction:

         1. if Seller determines that Buyer is in violation of its payment obligations or has materially breached or is in material breach of these Terms; or

         2. if Seller determines, in its sole and absolute discretion, that Buyer's financial condition or creditworthiness is inadequate or unsatisfactory, then in addition to Seller's other rights set forth herein, Seller may, without liability or penalty, accelerate all amounts owed by Buyer to Seller or delay shipment until payment has cleared the bank under these Terms.

         3. In the event of a cancellation, Buyer understands that deposits are nonrefundable.

4. Shipments and Delivery

   1. Seller will arrange for shipment of the products to Buyer’s input address(es). Please check the FAQs page for our shipping policies and delivery estimated ranges. Seller does not guarantee specific delivery dates, but rather provides general ranges for when delivery is likely to occur by the shipping carrier as set forth in the FAQs and upon checkout. Buyer will pay all shipping, handling, and processing charges specified during the ordering process. Shipping, handling, and processing charges are reimbursement for the costs Seller incurs in the processing, handling, packing, shipping, and delivery of Buyer’s order more fully described on the FAQs  page of the Site. 

   2. International shipping outside of the U.S. does not fall within the free shipping options on the Site. There is always an incremental charge for international shipping. Buyer will decide the appropriate shipping carrier. Buyer is responsible for all tariffs, taxes, fees associated with International shipping and is fully responsible for educating themselves on the particular country they are shipping to. Buyer is responsible for tracking package shipment progress and understands international shipping times may be much longer than domestic shipping times; and Seller does not guarantee arrival by a specific date/time. If international packages get returned to the sender for any reason, Seller will not refund shipping costs incurred.  For all corporate/bulk international shipping orders, Buyer must fill out the Shipping Template and include detailed recipient information for customs including but not limited to phone number, address, full name. Should shipping carrier not be able to deliver shipment for any reason (recipient wrong address, recipient does not want to pick up the package at post office, etc), Buyer is responsible for any and all additional fees that may occur to retrieve the package or the package may be forfeited.

   3. Buyer is responsible for providing Seller with correct and accurate addresses and full names of Buyer’s intended recipients when entering shipping information on or through the Site or in the Shipping Template for bulk orders done via email. In the event that Buyer provides Seller with incorrect or inaccurate addresses for Buyer’s intended recipients (on Site or in any communication about the order), commercially reasonable efforts will be made to correct such incorrect or inaccurate information PRIOR TO SHIPMENT if Buyer notifies Seller via e-mail and provides Seller with both Buyer’s order number and the modification Buyer would like to recipient’s name and/or address. As previously stated, if the item has already been sent to the shipping carrier or shipped, Seller will not be responsible for lost or returned packages. If the item has shipped and Buyer would like to make changes to the recipient and/or their address, Buyer must contact the shipping company as applicable, and the shipping company may charge Buyer a fee for such change(s).

   4. In the event items are returned to our warehouse and only when the boxes are physically in the warehouse, for U.S. shipped orders, Buyer will be issued a refund for the box total minus a $10 restocking/custom item lost fee plus any shipping fees to cover the loss of custom programs, packaging, as well as labor to restock and process the return. Hand packing fee (labor), custom program fee, shipping paid, and packaging, are not restockable or refundable.

   5. In the event that a package(s) is lost/stolen and this is not due to a customer address input error, Seller will refund the entire order amount and file a claim with the shipping carrier. In the event that a package(s) is lost/stolen and this is due to a customer address input error, Seller will offer a 50% refund on the box total and a replacement box for price of shipping.

   6. In both international and U.S. orders, we will not re-ship to the same address; a new address must be submitted by the customer in order to re-ship any box, as first delivery failure usually indicates a USPS/UPS delivery issue. Buyer should speak with USPS/UPS to understand the issue and confirm shipping viability before re-submitting an address to Seller.

   7. Once an Order is placed, no further changes requested by Buyer can be guaranteed. Seller will complete the Order to the best of its ability. Should Buyer request a change to their Order, Seller has discretion to make such accommodations but is not required to.

   8. Title and risk of loss pass to Buyer upon our transfer of the products to our shipping partners, currently USPS, UPS or DHL, as applicable. Buyer will receive an order confirmation with the shipping information and tracking information as well as updates. Shipping and delivery dates are estimates only and cannot be guaranteed. Seller is not liable for any delays in shipments. Once the product ships, Buyer should contact the shipping carrier noted in the confirmation email (with related tracking number) for any shipping questions or issues. Any time quoted by Seller for delivery is an estimate only. Seller is not liable for, or in respect of, any loss or damage arising from any delay in filling any order, failure to deliver, or delay in delivery. No delay in the shipment or delivery of any Goods relieves Buyer of its obligations under these Terms, including without limitation accepting delivery of any remaining installment(s) of Goods.

   9. By purchasing from Seller, Buyer agrees to use the Seller-recommended shipping carrier. Seller will use USPS shipping carrier on all orders unless otherwise specified and mutually agreed upon in writing between Buyer and Seller.

   10. Unless expressly agreed to by the Parties in any Transaction, Seller shall deliver the Goods to the Delivery Location(s) provided by the Buyer in the Order or by any other means deemed appropriate by the Seller, including e-mail correspondence for all On-Going Orders, using Seller's standard methods for packaging and shipping such Goods (e.g., USPS, UPS, DHL, etc.). The Seller shall use commercially reasonable efforts to pack all Goods; however, things shift and/or can become damaged in transit and Seller shall not be liable, under any circumstances, to Buyer for damage to Goods which occurs during transit. Buyer shall be provided with a carrier tracking number upon request, and it is the Buyer’s responsibility to track the package and alert the Seller of any transit or carrier concerns. In the event of undeliverable Goods, the Goods will be returned to the return address provided by the Buyer on the Invoice. In the event that there is no return address indicated on the Invoice, or the Buyer opts to name the Seller’s facility as the place of return, the Goods will be returned to the Seller’s facility and will be subject to additional reshipment and storage fees, which fees shall be in the Seller’s sole and absolute discretion.

5. Returns and Refunds.

   1. ALL HAPPY BOX PROGRAM BOX SALES ARE FINAL. WE DO NOT OFFER RETURNS REFUNDS, OR EXCHANGES ON ANY PRODUCTS ORDERED FROM SELLER THROUGH ANY CHANNEL INCLUDING WITHOUT LIMITATION, THIS SITE, EMAIL, SOCIAL MEDIA, AND TELEPHONE. 

   2. Individual goods orders can be returned within 30 days of purchase for a full refund. Buyer is responsible for return shipping on items. Refunds will be issued upon receipt of the returned item.

   3. The Seller shall use commercially reasonable efforts to pack all Goods; however, things shift and/or can become damaged in transit and Seller shall not be liable, under any circumstances, to Buyer for damage to Goods which occurs during transit.

6. Manufacturer’s Warranty and Disclaimers. Seller does not manufacture or control all of the products or services offered on the Site. The availability of products or services through our Site does not indicate an affiliation with or endorsement of any product, service or manufacturer. Accordingly, Seller does not provide any warranties with respect to the products or services offered on the Site. 

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ALL PRODUCTS AND SERVICES OFFERED ON THIS SITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

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SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

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YOU AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER’S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO YOU, IF APPLICABLE.

PRODUCT IMAGES

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WE HAVE MADE A COMMERCIALLY REASONABLE EFFORT TO DISPLAY, AS ACCURATELY AS POSSIBLE, THE IMAGES OF PRODUCTS THAT APPEAR ON THE SITE. WE CANNOT GUARANTEE THAT YOUR COMPUTER MONITOR’S DISPLAY OF ANY PRODUCT WILL BE COMPLETELY ACCURATE.

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7. Limitation of Liability. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

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OUR SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE PRODUCTS AND SERVICES YOU HAVE ORDERED FROM SELLER THROUGH ANY CHANNEL INCLUDING WITHOUT LIMITATION, THIS SITE, EMAIL, SOCIAL MEDIA, AND TELEPHONE.

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8. General Compliance with Laws Covenant. Buyer shall at all times comply with all Laws applicable to these Terms, Buyer's performance of its obligations hereunder and Buyer's use or sale of the Goods. Without limiting the generality of the foregoing, Buyer shall (a) at its own expense, maintain all certifications, credentials, licenses, and permits necessary to conduct its business relating to the purchase or use of the Goods and (b) not engage in any activity or transaction involving the Goods, by way of shipment, use or otherwise, that violates any Law.

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9. Intellectual Property Rights.

a. Ownership

i. Buyer acknowledges and agrees that:

1. any and all Seller's Intellectual Property Rights are the sole and exclusive property of Seller or its licensors; 

2. Buyer shall not acquire any ownership interest in any of Seller's Intellectual Property Rights under these Terms;

3. any goodwill derived from the use by Buyer of Seller's Intellectual Property Rights inures to the benefit of Seller or its licensors, as the case may be; and

4. Buyer shall use Seller's Intellectual Property Rights solely for purposes of using the Goods under these Terms and only in accordance with these Terms and the instructions of Seller.

b. Prohibited Acts

i. Buyer shall not:

1. take any action that interferes with any of Seller's rights in or to Seller's Intellectual Property Rights, including Seller's ownership or exercise thereof;

2. challenge any right, title, or interest of Seller in or to Seller's Intellectual Property Rights;

3. make any claim or take any action adverse to Seller's ownership of Seller's Intellectual Property Rights;

4. register or apply for registrations, anywhere in the world, for Seller's Trademarks or any other Trademark that is similar to Seller's Trademarks or that incorporates Seller's Trademarks in whole or in confusingly similar part;

5. use any mark, anywhere that is confusingly similar to Seller's Trademarks in whole or in confusingly similar part;

6. engage in any action that tends to disparage, dilute the value of, or reflect negatively on the Goods or any Seller's Trademarks;

7. misappropriate any of Seller's Trademarks for use as a domain name without prior written consent from Seller; or

8. alter, obscure or remove any Seller's Trademarks, or Trademark or copyright notices or any other proprietary rights notices placed on the Goods, marketing materials or other materials that Seller may provide.

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10. Goods Not for Resale or Export. Buyer represents and warrants that Buyer is buying products or services from the Site for Buyer’s own personal or household use only, and not for resale or export.

11. Privacy. Seller respects Buyer’s privacy and are committed to protecting it. Our Privacy Policy governs the processing of all personal data collected from Buyer in connection with Buyer’s use of the Site and purchase of products or services through the Site. ‌

12. Force Majeure. Seller will not be liable or responsible to Buyer, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, quarantine, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage. 

13. Governing Law and Jurisdiction. This Site is operated from the United States of America. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California. 

14. Dispute Resolution and Binding Arbitration.

a. YOU AND HAPPINESS EVER AFTER LLC ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

b. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section 12. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.

The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.

c. Buyer may elect to pursue Buyer’s claim in small-claims court rather than arbitration if Buyer provides Seller with written notice of Buyer’s intention do so within sixty (60) days of Buyer’s purchase. The arbitration or small-claims court proceeding will be limited solely to Buyer’s individual dispute or controversy.

d. BUYER AGREES TO AN ARBITRATION ON AN INDIVIDUAL BASIS. IN ANY DISPUTE, NEITHER YOU NOR HAPPINESS EVER AFTER LLC WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. THE ARBITRAL TRIBUNAL MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. THE ARBITRAL TRIBUNAL HAS NO POWER TO CONSIDER THE ENFORCEABILITY OF THIS CLASS ARBITRATION WAIVER AND ANY CHALLENGE TO THE CLASS ARBITRATION WAIVER MAY ONLY BE RAISED IN A COURT OF COMPETENT JURISDICTION.

If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

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15. Indemnification.

a. Buyer Indemnification

i. Subject to the terms and conditions of these Terms, Buyer (as "Indemnifying Party") shall indemnify, defend and hold harmless Seller and its representatives, directors, employees, agents, affiliates, successors and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, fees and the costs of enforcing any right to indemnification under these Terms and the cost of pursuing any insurance providers, incurred by Indemnified Party/awarded against Indemnified Party in a final judgment (collectively, "Losses"), relating to/arising out or resulting from any Claim of a third party or Party alleging:

1. any negligent or more culpable act or omission of Indemnifying Party or its Personnel (including any recklessness or willful misconduct) in connection with the performance of its obligations under these Terms;

2. any bodily injury, death of any Person or damage to real or tangible personal property caused by the willful or negligent acts or omissions of Indemnifying Party or its Personnel; or

3. any failure by Indemnifying Party or its Personnel to materially comply with any applicable Laws.

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16. Assignment. Buyer will not assign any of Buyer’s rights or delegate any of Buyer’s obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 17 is null and void. No assignment or delegation relieves Buyer of any of Buyer’s obligations under these Terms.

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17. No Waivers. The failure by Seller to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of HAPPINESS EVER AFTER LLC.

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18. No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than Buyer.

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19. Notices.

a. To Buyer. Seller may provide any notice to Buyer under these Terms by: (i) sending a message to the email address Buyer provides or (ii) by posting to the Site. Notices sent by email will be effective when Seller sends the email and notices Seller provides by posting will be effective upon posting. It is Buyer’s responsibility to keep Buyer’s email address current. 

b. To Seller. To give Seller notice under these Terms, Buyer must contact Seller as follows by personal delivery, overnight courier, or registered or certified mail to Happiness Ever After LLC, PO Box 121, Belmont, CA, 94002. Seller may update the address for notices to Seller by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent. 

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20. Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

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21. Relationship of Parties. Nothing in these Terms creates any agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between the Parties. Buyer is an independent contractor pursuant to these Terms. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any third party.

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22. Entire Agreement. Our order confirmation, these Terms, our Website Terms of Use and our Privacy Policy will be deemed the final and integrated agreement between Buyer and Seller on the matters contained in these Terms.

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23. Definitions.

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a. "Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or otherwise, whether at law, in equity or otherwise.

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b. "Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

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c. "Basic Purchase Order Terms" means, collectively, any one or more of the following terms specified by Buyer in an Invoice pursuant to Section 4.01: (a) a list of the Goods to be purchased (b) the quantity of each of the Goods ordered; (c) the requested delivery date; (d) the unit Price for each of the Goods to be purchased; (e) the billing address; and (f) the Delivery Location(s). 

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d. "Claim" means any Action brought against a Person entitled to indemnification.

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e. "Control" (and with correlative meanings, the terms "Controlled by" and "under common Control with") means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of another Person, whether through the ownership of voting securities, by contract, or otherwise.

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f. "Delivery Location" means the street address specified in the applicable Invoice.

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g. "Goods" means the goods set forth in the Invoice, as Seller may amend in its sole discretion from time to time.

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h. "Governmental Authority" means any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations, or orders of such organization or authority have the force of Law), or any arbitrator, court, or tribunal of competent jurisdiction.

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i. "Governmental Order" means any order, writ, judgment, injunction, decree, stipulation, award or determination entered by or with any Governmental Authority.

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j. "Law" means any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, Governmental Order, or other requirement or rule of law of any Governmental Authority.

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k. "Person" means any individual, partnership, corporation, trust, limited liability entity, unincorporated organization, association, Governmental Authority, or any other entity.

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l. "Personnel" means agents, employees, or subcontractors engaged or appointed by Seller or Buyer.

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m. "Invoice" means Buyer's Order issued to Seller hereunder, including all terms and conditions attached to, or incorporated into, such Order. The term “Invoice” shall be used accordingly, as appropriate, for Single Orders and On-going Orders.

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n. "Representatives" means a Party's Affiliates, employees, officers, directors, partners, shareholders, agents, attorneys, third-party advisors, successors, and permitted assigns

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o. "Seller's Trademarks" means all Trademarks owned or licensed by Seller.

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p. "Trademarks" means all rights in and to US and foreign trademarks, service marks, trade dress, trade names, brand names, logos, trade dress, corporate names, and domain names, and other similar designations of source, sponsorship, association or origin, together with the goodwill symbolized by any of the foregoing, in each case whether registered or unregistered and including all registrations and applications for, and renewals and extensions of, such rights and all similar or equivalent rights or forms of protection in any part of the world.

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q. "Transaction" means any Invoice that has been accepted by Seller pursuant to Section 3(a).