Terms of service

HAPPY PROJECT: TERMS OF USE AND CONDITIONS OF SALE

Last updated: October 15, 2026

Please read carefully

THESE TERMS INCLUDE A BINDING ARBITRATION AGREEMENT, A CLASS ACTION WAIVER, A MASS ACTION WAIVER AND A JURY TRIAL WAIVER (SECTIONS 22 THROUGH 26) THAT AFFECT YOUR LEGAL RIGHTS. DISPUTES WILL BE RESOLVED INDIVIDUALLY THROUGH FINAL AND BINDING ARBITRATION, EXCEPT AS EXPRESSLY PROVIDED BELOW. YOU MAY OPT OUT OF ARBITRATION AS DESCRIBED IN SECTION 26. NOTHING IN THESE SECTIONS LIMITS ANY MANDATORY CONSUMER RIGHT YOU HAVE UNDER THE LAW OF YOUR COUNTRY OF RESIDENCE.

THESE TERMS ALSO COVER THE HAPPY PROJECT VIP CLUB, AN AUTOMATICALLY RENEWING PAID SUBSCRIPTION. IF YOU JOIN, YOU WILL BE CHARGED ON A RECURRING BASIS UNTIL YOU CANCEL. SECTION 6 SETS OUT THE FULL AUTOMATIC RENEWAL AND CANCELLATION TERMS.

BY VISITING, INTERACTING WITH OR USING OUR SERVICES, OR BY BUYING FROM US, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS IN FULL.

Overview

Welcome to Happy Project. "We", "us" and "our" mean Happy Project. Happy Project runs this store and website, including all related subdomains, checkout pages, landing pages, mobile experiences, information, content, features, tools, products and services (the "Services"). Happy Project is powered by Shopify, which allows us to provide the Services to you.

These Terms of Service ("Terms"), together with any policies they refer to, set out your rights and responsibilities when you use the Services. They contain important information about your legal rights, including warranty disclaimers, limitations of liability and the dispute resolution provisions above.

By using the Services you agree to these Terms and to our Privacy Policy. If you do not agree, please do not access or use the Services.

Section 1: Acceptance, electronic assent and changes

1.1 Acceptance. By accessing the Services, creating an account, joining the VIP Club, clicking a button showing agreement, or buying any product, you confirm that you are at least eighteen (18) years old and have reached the age of majority where you live, that you have full legal capacity to enter a binding agreement, and that you agree to these Terms in full. You also consent to any of your minor dependents using the Services on devices you own, buy or manage.

1.2 Electronic assent. Where shown, you will need to take an affirmative action, such as ticking an unchecked box or clicking a clearly labelled button, to confirm you agree to these Terms before completing certain transactions. That action is legally binding electronic consent.

1.3 Changes to these Terms. We may update these Terms at any time at our sole discretion. The current version is always available at shop.wearhappyproject.com/policies/terms-of-service. For material changes, we will give reasonable notice by email, account notification or website banner, and the changes take effect on the date stated in that notice. If you keep using the Services after changes take effect, you accept the updated Terms.

Section 2: Access and account

We give you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Services for your personal, non-commercial use only. We may change or discontinue any part of the Services, restrict or end access, or refuse service to anyone at any time and for any reason, and we are not liable if the Services become unavailable.

To use the Services you may need to give us information such as your email address and your billing, payment and shipping details. You confirm that everything you provide is correct, current and complete, and that you have every right needed to provide it.

You are solely responsible for keeping your account credentials secure and for all activity on your account. Tell us straight away at support@wearhappyproject.com about any unauthorised access. You may not transfer, sell, assign or licence your account to anyone else. We may disable accounts at our discretion for breaches of these Terms.

Section 3: Our products

We make every effort to show our products accurately. Colours and appearance may look different on your screen depending on your device and its settings.

We do not promise that the look or quality of any product will meet your expectations or match exactly what is shown in our online stores, except where applicable consumer law requires.

Product descriptions may change at any time without notice at our sole discretion. We may discontinue any product at any time and may limit the quantities of any product we offer to any person, region or jurisdiction on a case-by-case basis.

Any reliance you place on information in the Services is strictly at your own risk. We disclaim all liability arising from reliance on website materials, on any interpretation of product descriptions, or on any third-party materials or testimonials shown in the Services.

Section 4: Orders

When you place an order you are making an offer to buy. Happy Project may accept or decline your order for any reason at its discretion, including suspected fraud, pricing errors or product unavailability. Your order is not accepted until Happy Project confirms acceptance, and we must receive and process your payment before your order is accepted.

Please check your order carefully before you submit it. Changes are only possible before your order ships, so contact us as soon as you can. If we do not accept, change or cancel an order, we will try to let you know using the email address, billing address or phone number you gave with the order.

Your purchases are subject to our Refund Policy and any statutory rights you have under applicable consumer law.

You confirm that your purchases are for your own personal or household use and not for commercial resale or export.

Section 5: Prices, payment and billing

5.1 Prices. Prices, discounts and promotions may change without notice. You will be charged the price in effect when you placed your order, as shown in your order confirmation email. Unless stated otherwise, prices shown do not include taxes, shipping, handling, customs or import charges. Prices in our online stores may differ from prices in physical stores or in stores run by third parties.

From time to time we may run promotions with their own terms. Where a promotion's terms conflict with these Terms, the promotion's terms apply.

5.2 Payment authorisation. By providing a payment method you confirm that (i) the payment information you give is true, correct and complete, (ii) you are authorised to use that payment method, (iii) your card issuer will honour the charges you incur, and (iv) you will pay the charges you incur at the posted prices, including shipping and handling and all applicable taxes. You authorise us to charge your payment method for products you buy, VIP Club renewals, shipping, applicable taxes and any other disclosed fees. If a payment is declined we may suspend or cancel your order.

5.3 Keeping your details up to date. You agree to keep your purchase, payment and account information current, complete and accurate, including your email address, card numbers and expiry dates, so we can complete your transactions and contact you when needed.

5.4 Account updater. We may receive updated card details from your issuer, such as a new card number or expiry date, and update your account to match, and you authorise us to charge the updated payment method. If you do not want your payment details updated automatically, contact your card issuer, remove your stored payment method, or cancel your VIP Club membership. You are responsible for any bank or card fees. If a charge is reversed, we may invoice you directly and seek payment another way.

5.5 Third-party payment processors. Payments may be processed by third-party providers. Your use of those providers is governed by their own terms and privacy policies, and we are not responsible for errors made by payment processors.

Section 6: VIP Club: subscription, automatic renewal and cancellation

PLEASE READ THIS SECTION CAREFULLY. THE HAPPY PROJECT VIP CLUB IS A PAID SUBSCRIPTION THAT RENEWS AUTOMATICALLY AND CHARGES YOUR PAYMENT METHOD ON A RECURRING BASIS UNTIL YOU CANCEL.

6.1 Joining. The Services may offer a membership ("VIP Club" or "Subscription Service") that gives you discounts and other member benefits in return for a recurring fee. If you join, you agree that your membership comes with recurring payment obligations and that Happy Project may charge your payment method automatically at the stated billing interval until you cancel.

6.2 Free trial. New members can take a one-time 10-day free trial. By starting a free trial you authorise us to charge your chosen payment method when the trial ends, unless you cancel before the trial end date. The free trial is limited to one per member, household and payment method.

6.3 Clear disclosure and affirmative consent. Before you confirm your billing information and finish joining, we will show you a clear and conspicuous notice, close to the request for your consent, that discloses all of the following:

  • That your membership renews automatically and you will be charged on a recurring basis unless you cancel;
  • The length of each renewal period and any other renewal terms, being every twenty-eight (28) days;
  • The amount charged per renewal period and how often, being $39.95 every 28 days, unless you take timely steps to cancel;
  • That the first charge is made immediately when the 10-day free trial ends;
  • The ways you can cancel, including how to cancel online and how to contact us;
  • A direct link to the online cancellation process at shop.wearhappyproject.com/pages/cancel-membership; and
  • Our contact information, as set out in Section 31.

You will need to take an affirmative action, such as ticking an unchecked acknowledgment box or clicking a clearly labelled button, to expressly confirm your consent to the recurring charges before your purchase is completed. That action is express informed consent to the automatic renewal terms. We do not use pre-checked boxes or other default settings to obtain this consent.

6.4 Automatic renewal. UNLESS YOU CANCEL IN LINE WITH THESE TERMS, YOUR MEMBERSHIP WILL RENEW AUTOMATICALLY AT THE THEN-CURRENT RATE AND AT THE SAME BILLING INTERVAL YOU CHOSE AT CHECKOUT. When the 10-day free trial ends, your membership becomes a paid 28-day membership and a membership fee of $39.95 is charged immediately. Your membership then continues and renews automatically every 28 days. You authorise these recurring charges until your membership is cancelled.

6.5 Confirmation after joining. After you join, we will send an order confirmation to the email address you gave us. It will include (a) a summary of the automatic renewal terms, (b) the amount charged and how often, (c) the ways you can cancel, and (d) a direct link to the online cancellation process. Please keep it for your records. If you do not receive a confirmation within 24 hours of joining, contact us at support@wearhappyproject.com.

6.6 How to cancel. You may cancel your trial or membership at any time using any of the methods below. To avoid being charged for the next billing period, you must complete your cancellation at least twenty-four (24) hours before your next scheduled billing date. To avoid being charged for the first membership period, you must cancel before the 10-day free trial ends.

We will not require you to speak with a live representative, go through a retention flow, or take any step beyond those above in order to cancel. Cancellations made through the online cancellation page take effect when confirmed on screen, and we will send a cancellation confirmation email to the address on file. No further recurring charges are processed after the current billing period ends.

6.7 Effect of cancelling. If you cancel during an active 28-day membership period, your member benefits stay available until the end of that period. Membership fees already charged are not refunded, as set out in Section 8, except where applicable consumer law requires otherwise.

6.8 Failed payments and reauthorisation. If a recurring charge fails, you authorise us to retry the charge, contact you for updated payment information, and pause member benefits and shipments until payment is received. Staying enrolled reaffirms your authorisation to charge your payment method. Unpaid balances may be referred for collection where the law allows.

6.9 Member benefits, eligibility and changes. VIP members can receive discounts from 20% to 80% off select products in our store. Discount amounts vary by product, promotion, stock availability and seasonal offers, and not every product is eligible. Discounts apply only to qualifying purchases made during an active membership period and cannot be combined with other coupons, promotional offers, clearance pricing or special discounts unless expressly stated. Certain brands, products, services, gift cards or limited-time offers may be excluded. Benefits are available only to active members in good standing with a valid payment method on file, cannot be transferred, and may only be used by the enrolled member. We may change discount offerings, participating products and membership benefits at any time without prior notice; any change applies going forward and does not affect completed purchases.

6.10 Membership price changes. We may change membership pricing with reasonable notice and will give advance notice where the law requires. Any price change applies to future billing cycles and does not affect the current paid membership period.

6.11 California subscriber rights. If you live in California, these additional disclosures apply under California Business and Professions Code Section 17601 et seq. (the Automatic Renewal Law) and Section 17535 et seq.:

  • Automatic renewal terms: your membership renews automatically every 28 days at the then-current price unless you cancel before the next renewal date.
  • Cancellation: you may cancel at any time at shop.wearhappyproject.com/pages/cancel-membership, by emailing support@wearhappyproject.com, or by calling +1 (844) 747-4483. We will not make it difficult for you to cancel.
  • Refund for unauthorised charges: if we fail to give the required disclosures before you join, we will fully refund any charges you did not authorise. Email support@wearhappyproject.com to request a refund under this provision.
  • Contact: Happy Project, support@wearhappyproject.com, +1 (844) 747-4483. You may also contact the California Department of Consumer Affairs, Consumer Information Division, 1625 N. Market Blvd., Suite N 112, Sacramento, CA 95834, (800) 952-5210.

Section 7: Shipping, delivery, title and risk of loss

Delivery windows and what to do at each stage are set out in our Shipping Policy.

Products are shipped by third-party carriers. You must give an accurate shipping address and phone number, and we are not responsible for delays or non-delivery caused by an incorrect address you provide. Contact support@wearhappyproject.com straight away for address changes; we cannot guarantee changes after an order is submitted.

All delivery times are estimates only. We are not responsible for delays caused by carriers, customs processing or events outside our control, except where applicable consumer law says otherwise. Customs pauses on cross-border shipments are normal. Unless the law requires otherwise, title and risk of loss pass to you on delivery. International customers are responsible for any customs duties and import taxes.

7.1 Delivery confirmation. Carrier delivery confirmation is evidence of delivery to the address you gave. You agree it may be relied on when resolving disputes, including chargebacks and claims of non-delivery, without affecting any statutory right you have to prove otherwise.

Section 8: Returns and refunds

Please see our Refund Policy for full details, including when replacements are available and how to request one. Nothing in these Terms limits any statutory right of withdrawal, cancellation or refund you have under the consumer law of your country of residence.

Refunds, where they apply, go back to the original payment method, and bank posting times vary.

Membership fees are non-refundable except where applicable law requires. Partial billing periods, unused time or not using membership benefits do not qualify for refunds.

Section 9: Intellectual property

The Services, including all trademarks, brands, text, displays, images, graphics, product reviews, video, audio, software and design elements, and how they are selected and arranged, are owned by Happy Project, its affiliates or licensors and are protected by intellectual property laws.

These Terms allow you to use the Services for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any material on the Services without our prior written consent. Nothing in these Terms grants a licence or other rights under any patent, trademark, copyright or other intellectual property of Happy Project, Shopify or any third party. All rights not expressly granted are reserved.

Happy Project's names, logos, product and service names, designs and slogans are trademarks of Happy Project or its affiliates or licensors, and you must not use them without prior written permission. Shopify's name, logo, product and service names, designs and slogans are trademarks of Shopify. All other marks on the Services belong to their respective owners.

9.1 Copyright notices. If you believe content on the Services infringes your copyright, send a notice to support@wearhappyproject.com that includes (i) identification of the copyrighted work, (ii) identification of the infringing material and where it is, (iii) your contact information, (iv) a statement of good-faith belief, and (v) a statement of accuracy.

Section 10: Optional tools and third-party links

We may give you access to customer tools offered by third parties as part of the Services, which we neither monitor nor control. These tools are provided "as is" and "as available" without warranties, representations or conditions of any kind and without endorsement. We have no liability arising from your use of optional third-party tools, and you use them at your own risk and discretion. You should make sure you are familiar with and approve of the terms on which those tools are provided.

The Services may contain materials and links to websites provided or run by third parties, including embedded third-party features. We are not responsible for checking or evaluating their content, practices, accuracy or legality, and if you leave the Services to visit them you do so at your own risk. Complaints, claims, concerns or questions about third-party products and services should go to the third party.

New features we add to the Services in future are also part of the Services and subject to these Terms.

Section 11: Relationship with Shopify

Happy Project is powered by Shopify, which allows us to provide the Services to you. Any sales and purchases you make in our store are made directly with Happy Project. By using the Services you acknowledge that Shopify is not responsible for any part of any sale between you and Happy Project, including any injury, damage or loss resulting from products and services you buy. You expressly release Shopify and its affiliates from all claims, damages and liabilities arising from or related to your purchases and transactions with Happy Project, to the extent the law allows.

Section 12: Privacy, cookies and electronic communications

All personal information we collect through the Services is subject to our Privacy Policy, which forms part of these Terms. Some personal information may also be subject to Shopify's Privacy Policy. By using the Services you confirm you have read these policies.

Because the Services are hosted by Shopify, Shopify collects and processes personal information about your access to and use of the Services to provide and improve them. Information you submit may be sent to and shared with Shopify and third parties that may be located in countries other than where you live. Our Services use cookies, pixels and similar tracking technologies run by us and third parties to improve your experience, analyse performance, personalise content, and support advertising and marketing.

By using the Services, creating an account or making a purchase, you consent to receive electronic communications from us, including order confirmations, shipping updates, membership renewal and cancellation notices, customer service messages, and marketing emails if you have opted in. You can opt out of marketing emails using the unsubscribe link in those messages. Electronic communications satisfy any legal requirement for communications to be in writing.

Section 13: Feedback, reviews and user content

If you submit, upload, post, email or otherwise send us any ideas, suggestions, feedback, reviews, proposals, plans or other content ("Feedback"), you give us a perpetual, worldwide, sublicensable, transferable, royalty-free licence to use, reproduce, modify, publish, distribute and display that Feedback in any medium for any purpose, including commercial use.

You confirm that (i) you own or have all necessary rights to the Feedback, (ii) you have disclosed any payment or incentive you received in connection with it, (iii) it is truthful and not misleading, and (iv) it complies with these Terms. We have no obligation to keep Feedback confidential, to pay for it, or to respond to it.

We may, but are not required to, monitor, edit or remove Feedback that we decide, at our sole discretion, is unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable, or that breaks anyone's intellectual property rights or these Terms.

Your Feedback must not infringe any third party's rights, including copyright, trademark, privacy, personality or other proprietary rights, and must not contain unlawful, abusive or obscene material or any virus or malware. You may not use a false email address, pretend to be someone else, or otherwise mislead us or third parties about where any Feedback came from. You are solely responsible for your Feedback and its accuracy, and we accept no liability for Feedback posted by you or any third party.

We may cooperate fully with law enforcement authorities or any court order requiring us to disclose user information, and you hold us harmless from claims arising from good-faith disclosures made to meet legal obligations.

Section 14: Errors, inaccuracies and omissions

The Services may sometimes contain typos, inaccuracies or omissions relating to product descriptions, pricing, promotions, offers, shipping charges, transit times or availability. We may correct any errors, inaccuracies or omissions, and change or update information or cancel orders if any information is inaccurate, at any time and without prior notice, including after you have submitted your order.

Section 15: Prohibited uses

You may access and use the Services for lawful purposes only. You may not use the Services, directly or indirectly: (a) for any unlawful or malicious purpose; (b) to break any international, federal, provincial, state or local law, rule, regulation or ordinance; (c) to infringe our intellectual property rights or anyone else's; (d) to harass, abuse, insult, harm, defame, slander, disparage, intimidate or harm our employees or any other person; (e) to send false or misleading information; (f) to send, knowingly receive, upload, download, use or re-use any material that does not comply with these Terms; (g) to send or arrange the sending of any advertising or promotional material, including junk mail, chain letters or spam; (h) to impersonate any person or entity; or (i) to engage in any conduct that restricts or prevents anyone's use or enjoyment of the Services, or that may harm Happy Project, Shopify or users of the Services, or expose them to liability.

You also agree not to: (a) upload or send viruses or other malicious code; (b) reproduce, duplicate, copy, extract, sell, resell or exploit any part of the Services; (c) collect or track other people's personal information; (d) spam, phish, pharm or pretext the Services; (e) use any robot, spider, scraper, data gathering or extraction tool, automatic device or process, AI tool including agentic AI, or automated or manual means to access the Services; or (f) interfere with, bypass or get around our security or authorisation features, robot exclusion headers or other access restrictions. We may investigate and pursue breaches to the fullest extent the law allows and may suspend, disable or close your account at any time, without notice, for any breach of these Terms.

Section 16: Agents

16.1 This section applies if you use, allow, enable or cause an Agent to access, use or interact with any Services. "Agent" means any software or service that takes autonomous or semi-autonomous action on behalf of, or at the instruction of, any person or entity and that can act on a person's behalf or use a person's device without direct supervision.

16.2 No Agent may access, use or interact with the Services unless it identifies itself and operates in strict accordance with Section 16.4 at all times. No Agent may access the Services if we have asked it not to.

16.3 We may limit, including by technical measures, whether and how any Agent accesses, uses and interacts with the Services.

16.4 Agents must: (i) state in all HTTP/HTTPS requests that the request comes from an Agent and give the Agent's name in the user agent string in the form "Agent/[agent name]"; (ii) not hide or disguise that any interaction comes from an Agent, including by mimicking human behaviour and interaction patterns or by completing or getting around CAPTCHAs or other measures meant to tell computer use from human use; (iii) answer truthfully any question or prompt asking whether interactions come from a human or a computer; and (iv) not get around or avoid any measure meant to block, limit, change or control Agent access.

Section 17: Termination

These Terms stay in effect until terminated. We may end this agreement or your access to the Services, or any part of them, at our sole discretion at any time without notice, and you remain liable for all amounts due up to and including the date of termination.

The following continue to apply after any termination: Intellectual Property, Feedback, Termination, Disclaimer of Warranties, Limitation of Liability, Indemnification, Limitation on Time to File Claims, Dispute Resolution and Binding Arbitration, Class Action Waiver, Mass Action Waiver, Jury Trial Waiver, Severability, Waiver and Entire Agreement, Assignment, Governing Law, Privacy Policy, payment obligations, and any other provision that by its nature should survive.

Section 18: Disclaimer of warranties

The information in the Services is provided for general information only. We do not guarantee its accuracy, completeness or usefulness, and any reliance you place on it is strictly at your own risk.

EXCEPT AS EXPRESSLY STATED BY HAPPY PROJECT AND SUBJECT TO YOUR STATUTORY RIGHTS, THE SERVICES AND ALL PRODUCTS OFFERED THROUGH THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE, WITHOUT ANY REPRESENTATION, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, ACCURACY, RELIABILITY, AVAILABILITY AND NON-INFRINGEMENT. WE DO NOT GUARANTEE, REPRESENT OR WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT PRODUCTS WILL MEET YOUR EXPECTATIONS. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES, SO THE ABOVE MAY NOT APPLY TO YOU.

Section 19: Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO CASE SHALL HAPPY PROJECT, OUR PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SERVICE PROVIDERS OR LICENSORS, OR THOSE OF SHOPIFY AND ITS AFFILIATES, BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, MULTIPLE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION OR REPLACEMENT COSTS, WHETHER BASED IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, ARISING FROM OR RELATING TO THESE TERMS, YOUR USE OF OR INABILITY TO USE THE SERVICES, ANY PRODUCT PURCHASE, ANY MEMBERSHIP OR AUTOMATIC RENEWAL, OR ANY ADVERTISING OR MARKETING PRACTICES, EVEN IF ADVISED OF THEIR POSSIBILITY.

19.1 Cap on direct damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIM SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU PAID TO HAPPY PROJECT DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

19.2 Statutory exceptions. Nothing in this Section excludes or limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited under applicable law.

19.3 Allocation of risk. You acknowledge that the pricing of our products and memberships reflects the allocation of risk in this Section and that we would not enter into these Terms without these limitations.

Section 20: Indemnification

You agree to indemnify, defend and hold harmless Happy Project, Shopify, and our affiliates, partners, officers, directors, employees, agents, contractors, licensors, service providers and successors from any losses, damages, liabilities or claims, including reasonable attorneys' fees, payable to any third party because of or arising out of (1) your breach of these Terms or the documents they incorporate by reference, (2) your breach of any law or the rights of a third party, or (3) your access to and use of the Services.

We will notify you of any claim covered by this indemnity, but a failure to notify promptly will not relieve you of your obligations unless you are materially prejudiced. We may control the defence and settlement of such a claim at your expense, including choice of counsel, but will not settle any claim requiring non-monetary obligations from you without your consent, which you will not unreasonably withhold. You will cooperate in the defence of indemnified claims, including by providing relevant documents.

Section 21: Limitation on time to file claims

TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, ANY PRODUCT, OR ANY MEMBERSHIP MUST BE STARTED WITHIN ONE (1) YEAR AFTER THE CLAIM ARISES. IF NOT STARTED WITHIN THAT PERIOD, THE CLAIM IS PERMANENTLY BARRED. THIS APPLIES TO ALL CLAIMS, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, EXCEPT WHERE APPLICABLE LAW REQUIRES A LONGER PERIOD.

Section 22: Dispute resolution; binding arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

EXCEPT AS EXPRESSLY PROVIDED BELOW, YOU AND HAPPY PROJECT AGREE TO RESOLVE ALL DISPUTES ONLY THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION.

22.0 Consumers outside the United States. If mandatory consumer law in your country of residence gives you the right to bring proceedings in that country's courts, or prohibits a pre-dispute agreement to arbitrate, this Section does not apply to you to that extent, and nothing in it removes the protection of mandatory provisions of that law.

22.1 Agreement to arbitrate. You and Happy Project agree that any dispute, claim, controversy or cause of action arising out of or relating to these Terms, the Services, any product, any membership or automatic renewal, any advertising or marketing practice, or any alleged misrepresentation (a "Dispute") will be resolved only through binding, confidential arbitration on an individual basis. "Dispute" is to be read broadly.

22.2 Federal Arbitration Act. These Terms evidence a transaction in interstate commerce. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation, enforcement and proceedings under this arbitration agreement. The arbitrator will decide all threshold questions of arbitrability, including scope, validity and enforceability.

22.3 Required notice before arbitration. Before starting arbitration, the party starting it must send a written Notice of Dispute that includes their full name, mailing address, the email address linked to the account, a description of the claim and the specific relief sought. Notice to us must be emailed to support@wearhappyproject.com with "Notice of Dispute" in the subject line, and takes effect on the date sent. Notice to you will be sent to the email address linked to your account. The parties will make good-faith efforts to resolve the Dispute for thirty (30) days after notice is given, and neither party may file for arbitration before that period ends.

22.4 Self-help remedies. Nothing in this Section stops us from using lawful self-help remedies, including responding to chargebacks, pursuing collection, suspending or closing accounts, offsetting amounts owed, or enforcing payment obligations as the law allows.

22.5 Arbitration procedure. Arbitration will be administered by the American Arbitration Association under its Consumer Arbitration Rules before a single neutral arbitrator. If the AAA declines to administer it, the parties will jointly choose a nationally recognised arbitration provider; if they cannot agree, a court will appoint one. The arbitrator may award every remedy available in an individual action under applicable substantive law. The arbitrator may not award relief on a class, representative or consolidated basis.

22.6 Costs. Payment of filing, administration and arbitrator fees is governed by the AAA Consumer Arbitration Rules. Where those rules require, we will pay arbitration fees above the amount you would pay to file a comparable action in court. Each party pays its own attorneys' fees unless the law provides otherwise.

22.7 Small claims. Either party may bring an individual action in small claims court.

22.8 Equitable and protective relief. We may seek temporary, preliminary or permanent injunctive or equitable relief in state or federal court for claims involving intellectual property, confidential information, unauthorised resale, fraud, misuse of the Services, or breach of these Terms that threatens irreparable harm. You consent to the exclusive jurisdiction and venue of those courts for these limited purposes.

22.9 Public injunctive relief. Where applicable law prohibits waiving a claim for public injunctive relief, that claim may be brought in a court of competent jurisdiction. All other claims seeking monetary, individual or non-public injunctive relief remain subject to binding arbitration.

Section 23: Class action waiver

YOU AND HAPPY PROJECT AGREE THAT ALL DISPUTES WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY. YOU WAIVE ANY RIGHT TO TAKE PART IN A CLASS ACTION, TO SERVE AS A CLASS REPRESENTATIVE OR CLASS MEMBER, TO ACT AS A PRIVATE ATTORNEY GENERAL, OR TO JOIN OR CONSOLIDATE CLAIMS WITH THOSE OF ANY OTHER PERSON. THE ARBITRATOR HAS NO AUTHORITY TO CONDUCT ANY CLASS, COLLECTIVE, REPRESENTATIVE OR CONSOLIDATED PROCEEDING.

THIS WAIVER APPLIES TO ALL DISPUTES, INCLUDING ANY DISPUTE ABOUT THE VIP CLUB, ITS FREE TRIAL, ITS AUTOMATIC RENEWAL, ANY RECURRING CHARGE, OR ANY DISCLOSURE OR MARKETING PRACTICE CONNECTED WITH IT.

THIS WAIVER DOES NOT APPLY WHERE THE MANDATORY CONSUMER LAW OF YOUR COUNTRY OF RESIDENCE PROHIBITS IT. IF THIS CLASS ACTION WAIVER IS FOUND UNENFORCEABLE FOR A PARTICULAR CLAIM, THAT CLAIM WILL BE SEVERED AND PROCEED IN A COURT OF COMPETENT JURISDICTION, AND ALL REMAINING CLAIMS WILL CONTINUE IN ARBITRATION ON AN INDIVIDUAL BASIS.

Section 24: Mass action waiver

No Dispute may be brought as a "Mass Action". A Mass Action means twenty-five (25) or more similar arbitration demands filed within one hundred eighty (180) days and coordinated by the same or affiliated counsel. These claims will not be consolidated or administered together without our consent.

24.1 Batching. If the Mass Action conditions are met, claims will be grouped in batches of no more than two hundred (200) claimants, with only one batch proceeding at a time and a separate arbitrator appointed for each batch. Limitation periods are paused during the batching period.

24.2 Special master. A neutral special master may be appointed to decide procedural disputes about administering a Mass Action.

Section 25: Jury trial waiver

IF ANY DISPUTE PROCEEDS IN COURT RATHER THAN ARBITRATION, YOU AND HAPPY PROJECT EACH WAIVE THE RIGHT TO A JURY TRIAL TO THE FULLEST EXTENT PERMITTED BY LAW.

Section 26: Opt-out right

You may opt out of the arbitration agreement in Section 22, the class action waiver in Section 23 and the mass action waiver in Section 24 within thirty (30) days of first accepting these Terms, by emailing written notice to support@wearhappyproject.com with "Arbitration Opt-Out" in the subject line. Your notice must include your name, the email address linked to your account and a clear statement that you want to opt out. Opting out does not affect your other rights or obligations under these Terms, and we will not retaliate against you for opting out.

Section 27: Claim-specific severability

If any part of Sections 22 through 25 is found unenforceable for a specific claim, that claim will proceed in a court of competent jurisdiction while all other claims remain subject to arbitration on an individual basis.

Section 28: Governing law

Except as otherwise provided in Section 22, these Terms and any separate agreements under which we provide Services to you are governed by and interpreted under the laws of the State of California, without regard to conflict-of-law principles. Subject to Section 22, you and Happy Project consent to venue and personal jurisdiction in the state and federal courts located in California. If you are a consumer living outside the United States, this choice of law does not remove the protection of mandatory provisions of the law of your country of residence.

Section 29: Force majeure

We are not liable for any delay or failure to perform any obligation under these Terms where it results from causes beyond our reasonable control, including acts of God, natural disasters, pandemics or public health emergencies, labour disputes, supply chain disruptions, government actions, war or terrorism, internet service failures, payment processor outages or carrier delays. Performance is excused for as long as such an event lasts.

Section 30: Severability, waiver, entire agreement, assignment and headings

30.1 Severability. If any provision of these Terms is found unlawful, void or unenforceable, it will still be enforced to the fullest extent applicable law allows, and the unenforceable part will be treated as removed without affecting the validity and enforceability of the remaining provisions.

30.2 No waiver. If we fail to exercise or enforce any right or provision of these Terms, that is not a waiver of future enforcement. A waiver only takes effect if it is in writing and signed by our authorised representative.

30.3 Entire agreement. These Terms, together with our Privacy Policy, Refund Policy and any operating rules we post, make up the entire agreement between you and us about your use of the Services and purchase of products, and replace any earlier or current agreements, communications and proposals, whether spoken or written, including earlier versions of these Terms. Any ambiguity will not be interpreted against the drafting party.

30.4 Assignment. You may not delegate, transfer or assign these Terms or any of your rights or obligations under them without our prior written consent, and any attempt to do so is void. We may transfer, assign or delegate these Terms and our rights and obligations without consent or notice to you, including as part of a merger, acquisition, corporate reorganisation, sale of assets or by operation of law.

30.5 Headings. Headings are included for convenience only and do not limit or affect these Terms.

Section 31: Contact information

Questions about these Terms can be sent to support@wearhappyproject.com.