Happee Cloud Computing Service Agreement
Last Updated: April 1, 2026
This Happee Cloud Computing Service Agreement ("Agreement") is a legally binding agreement between you or the organization you represent ("Customer") and Happee, Inc., a Delaware corporation ("Happee," "we," "us," or "our"). By clicking "I Accept" or otherwise accessing or using the Happee platform, you agree to this Agreement. If you are accepting on behalf of an organization, you represent that you have the authority to bind that organization.
This Agreement incorporates by reference the following documents (collectively, "Linked Documents"): Happee's [Privacy Policy] and Happee's Security Policy. Together with any active Statements of Work, the Linked Documents form the complete agreement between the parties.
1. Definitions
"Authorized Users" means the individual employees, contractors, and agents of Customer whom Customer permits to access and use the Services on Customer's behalf. Customer is responsible for Authorized Users' compliance with this Agreement.
"Customer Data" means all data and content submitted by Customer or its Authorized Users to the Services, including files, financial records, documents, and configuration data.
"Customer Information Page" means the billing and account management section of the Happee platform where Customer's Plan details, payment methods, Authorized User management, and subscription status are displayed and managed.
"License Period" means the subscription term for Customer's active Plan, commencing on the date the Plan is activated and continuing on a rolling monthly or annual basis (as selected by Customer) until terminated in accordance with Section 7.
"Plan" means the subscription tier selected by Customer that determines the features, usage limits, and base fees applicable to Customer's use of the Services during the License Period.
"Services" means the Happee software platform, including the AI-powered project management, accounting, CRM, and automation features made available to Customer under an active Plan, together with any updates Happee makes available during the License Period.
"Statement of Work" or "SOW" means a separately executed document describing optional professional services (such as bookkeeping, implementation, or automation consulting) to be performed by Happee for Customer, including associated fees, deliverables, and timelines.
2. Services and Plans
2.1 License Grant. Subject to this Agreement and an active Plan, Happee grants Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Services during the License Period, solely for Customer's internal business purposes. Customer may permit Authorized Users to access the Services; Customer remains responsible for all use by Authorized Users.
2.2 Active Plan Required. Customer must maintain an active Plan at all times during the Term. A free trial or promotional Plan satisfies this requirement. If no active Plan is in effect, Happee may suspend access to the Services.
2.3 Plan Changes. Customer may review and change its Plan selection at any time through the Customer Information Page. Upgrades take effect immediately; downgrades take effect at the start of the next billing period.
2.4 Authorized User Management. Customer is responsible for managing Authorized User access through the Customer Information Page. Customer must promptly remove access for any individual who is no longer authorized. Happee is not responsible for unauthorized use resulting from Customer's failure to revoke access.
2.5 Service Updates. Happee may update, modify, or discontinue features of the Services at any time. Happee will not make changes that materially degrade the core functionality available under Customer's Plan without reasonable prior notice.
2.6 Professional Services. Happee may offer optional professional services under a separately executed SOW. Professional services are additional to the Plan subscription, are governed by the relevant SOW, and are billed separately as described in Section 6.
3. AI Services and Automation
3.1 AI-Powered Features. The Services incorporate AI capabilities powered by large language models provided by third-party inference providers ("AI Providers"). Customer Data transmitted to AI Providers for inference is subject to each provider's data terms; Happee's policy is to use only AI Providers whose API terms provide for data retention of no more than 30 days. If Happee considers adopting a provider with a less restrictive retention policy, Happee will notify customers before doing so. Happee evaluates and selects AI Providers based on capability, safety, reliability, and data handling practices, and may change AI Providers with reasonable notice. Happee does not control the underlying reasoning of third-party models.
3.2 No Guarantee of AI Accuracy. AI-generated outputs — including analysis, recommendations, drafted content, transaction classifications, journal entries, and any other results produced by AI agents — are not guaranteed to be accurate, complete, or free of error. Customer is solely responsible for reviewing, verifying, and approving AI-generated outputs before relying on them for any business, financial, legal, or operational purpose.
3.3 Two Operating Modes. The Services operate in two modes: (a) Interactive mode, where AI agents respond to Customer requests in real time within the chat interface; and (b) Automation mode, where AI agents act autonomously on Customer's behalf to process work items without real-time human direction. Automation mode is disabled by default and must be explicitly enabled by Customer on a per-work-stream basis through the platform settings.
3.4 Delegation of Authority. When Customer enables Automation mode for a work stream, Customer expressly delegates authority to Happee agents to take actions within that work stream on Customer's behalf, subject to the rules and constraints Customer has configured. Happee is not liable for the outcomes of actions taken by agents operating under authority Customer has delegated, including errors, omissions, or unintended results arising from AI reasoning, incomplete information, or ambiguous instructions.
3.5 Commercially Reasonable Efforts. Happee will use commercially reasonable efforts to make agentic and automated workflows safe, reliable, and consistent with Customer's configured constraints. This is not a guarantee of error-free operation. Customer should maintain independent records of any data that is business-critical.
3.6 Human Review. Happee strongly recommends that Customer regularly review agent activity, particularly in Automation mode. Results improve as Customer gains experience providing clear instructions and structured context.
4. Customer Responsibilities
4.1 Account Security. Customer is responsible for maintaining the security of its account credentials and for all activity that occurs under its account, including activity by Authorized Users. Customer must notify Happee promptly at security@happee.ai of any unauthorized access or suspected breach.
4.2 Acceptable Use. Customer and its Authorized Users shall not: (a) use the Services to violate any applicable law or regulation; (b) transmit malware or interfere with the Services or other customers' use; (c) attempt to gain unauthorized access to any part of the Services or its underlying infrastructure; (d) sublicense, resell, or provide access to the Services to third parties except as expressly permitted; or (e) use the Services to process or store data subject to HIPAA, export-controlled regulations, or other specialized regulatory regimes unless separately agreed in writing with Happee.
4.3 Customer Data. Customer retains all right, title, and interest in Customer Data. Customer represents that it has all rights necessary to submit Customer Data to the Services and that Customer Data does not violate any third-party rights or applicable law. Customer grants Happee a limited license to use Customer Data solely to provide and improve the Services. Happee will not sell Customer Data to third parties.
5. Fees and Payment
5.1 Plan Fees. Customer agrees to pay the fees associated with its active Plan as displayed on the Customer Information Page. All fees are in US dollars. Plan fees are billed in advance on a monthly or annual basis as selected by Customer and auto-renew at the end of each billing period unless Customer cancels before the renewal date.
5.2 Payment Processing. Happee uses a third-party payment processor to collect Plan fees. Customer's payment information is subject to that processor's terms and conditions. Customer is responsible for keeping payment information current on the Customer Information Page.
5.3 SOW Fees. Professional services fees are invoiced per the terms of the applicable SOW. For SOWs entered into at the time of initial onboarding, Happee may charge applicable amounts immediately upon SOW acceptance. For subsequent SOWs, fees will be invoiced as specified in the SOW and are independent of Plan billing.
5.4 Taxes. Fees do not include applicable taxes. Customer is responsible for all taxes, duties, or levies imposed by any governmental authority based on the Services, excluding taxes on Happee's net income.
5.5 Late Payment. If Customer fails to pay undisputed amounts when due, Happee may suspend access to the Services after providing written notice and a 10-day cure period.
5.6 Plan Pricing Changes. Happee may change Plan pricing with at least 30 days' prior written notice to Customer's account email. Price changes take effect at the start of Customer's next billing period following the notice period. Continued use of the Services after a price change takes effect constitutes acceptance of the new pricing.
6. Term and Termination
6.1 Term. This Agreement begins on the date Customer accepts it and continues until terminated by either party ("Term"). Each Plan billing period constitutes a License Period that renews automatically as set forth in Section 5.1.
6.2 Cancellation by Customer. Customer may cancel its Plan at any time through the Customer Information Page. Cancellation takes effect at the end of the current billing period. No refunds are issued for the remaining portion of a billing period. Outstanding SOW invoices remain due upon cancellation.
6.3 Termination by Happee. Happee may terminate this Agreement or suspend Customer's access: (a) immediately if Customer materially breaches Section 4 (Customer Responsibilities) and fails to cure within 5 days of notice; (b) for any material breach that is not cured within 30 days of written notice; or (c) upon 30 days' written notice for any other reason.
6.4 Effect of Termination. Upon termination, Customer's access to the Services will end. Happee will make Customer Data available for export for 30 days following termination, after which Happee may delete it. Sections 1, 4.3, 7, 8, 9, 10, 11, 12, and 13 survive termination.
7. Data, Privacy, and Security
7.1 Privacy Policy. Happee's collection and use of personal data is governed by Happee's [Privacy Policy], incorporated herein by reference. By using the Services, Customer agrees to the Privacy Policy on behalf of itself and its Authorized Users.
7.2 Security Policy. Happee maintains administrative, technical, and physical safeguards to protect Customer Data as described in Happee's Security Policy, incorporated herein by reference. These measures include logical data segregation between tenants, encrypted data transmission, access logging, and regular security assessments.
7.3 Backups. Happee performs regular backups of Customer Data. Customer may request deletion of Customer Data at any time; Happee will complete such deletion within 48 hours for active systems and within 14 days for backup media.
7.4 Breach Notification. Happee will notify Customer without undue delay, and in any event within 72 hours, upon becoming aware of a security breach that affects Customer Data, to the extent permitted by applicable law.
7.5 Data Processing. To the extent Customer Data includes personal data of EU/UK/EEA residents, the parties' data processing obligations are governed by any Data Processing Addendum separately executed by the parties.
8. Confidentiality
8.1 Obligations. Each party may receive confidential information of the other party ("Confidential Information"). Each party agrees to: (a) hold the other party's Confidential Information in confidence using at least the same care it uses for its own confidential information, and no less than reasonable care; (b) not disclose Confidential Information to third parties without the disclosing party's prior written consent; and (c) use Confidential Information only as necessary to perform its obligations under this Agreement.
8.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the receiving party before disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without reference to the disclosing party's Confidential Information.
8.3 Compelled Disclosure. A party may disclose Confidential Information if required by law or court order, provided it gives the other party reasonable advance notice (to the extent legally permitted) and cooperates in any effort to seek a protective order.
9. Intellectual Property
9.1 Happee IP. Happee retains all right, title, and interest in the Services, including all software, documentation, and improvements thereto. No rights are granted to Customer except as expressly set forth in this Agreement.
9.2 Customer IP. Customer retains all right, title, and interest in Customer Data and any pre-existing Customer materials. Nothing in this Agreement transfers Customer IP to Happee.
9.3 Feedback. If Customer provides suggestions, ideas, or feedback about the Services, Happee may use them without restriction or compensation.
9.4 Usage Data. Happee may collect and use aggregated, de-identified data derived from Customer's use of the Services to improve and develop the Services, provided such data does not identify Customer or any individual.
10. Warranties and Disclaimers
10.1 Happee's Warranty. Happee warrants that: (a) it has the right to enter into this Agreement and provide the Services; and (b) it will use commercially reasonable efforts to provide the Services in a professional manner and in material conformance with its published documentation.
10.2 Availability. Happee targets high availability of the Services and will use commercially reasonable efforts to minimize unplanned downtime. Planned maintenance windows and occasional unplanned outages may occur. Happee does not guarantee any specific uptime percentage under this Agreement.
10.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.1, THE SERVICES ARE PROVIDED "AS IS." HAPPEE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. HAPPEE DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET CUSTOMER'S SPECIFIC REQUIREMENTS. AI-GENERATED OUTPUTS ARE EXPRESSLY EXCLUDED FROM ANY WARRANTY.
11. Limitation of Liability
11.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF REVENUE, PROFITS, DATA, OR BUSINESS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 Liability Cap. EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY CUSTOMER TO HAPPEE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).
11.3 Exceptions. The limitations in Sections 11.1 and 11.2 do not apply to: (a) Customer's payment obligations; (b) either party's indemnification obligations under Section 12; (c) either party's liability for fraud or willful misconduct; or (d) either party's breach of its confidentiality obligations under Section 8.
12. Indemnification
12.1 By Customer. Customer will defend, indemnify, and hold harmless Happee and its officers, directors, and employees from and against any third-party claims arising from: (a) Customer's or its Authorized Users' violation of this Agreement; (b) Customer's violation of applicable law; or (c) Customer Data infringing the intellectual property rights of any third party.
12.2 By Happee. Happee will defend, indemnify, and hold harmless Customer from and against any third-party claims alleging that the Services, as provided by Happee and used in accordance with this Agreement, infringe any third-party patent, copyright, or trademark. This obligation does not apply if the claim arises from: (a) Customer's modification of the Services; (b) use of the Services in combination with products or data not provided by Happee; or (c) Customer's failure to use updates provided by Happee.
12.3 Process. The indemnified party must: (a) promptly notify the indemnifying party of the claim; (b) give the indemnifying party sole control of the defense and settlement; and (c) reasonably cooperate with the defense at the indemnifying party's expense.
13. General
13.1 Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of law provisions. Any disputes shall be resolved in the state or federal courts located in Delaware, and each party consents to exclusive jurisdiction there.
13.2 Notices. Notices under this Agreement must be in writing. Happee may give notice via email to the address associated with Customer's account. Customer may give notice to Happee at legal@happee.ai.
13.3 Entire Agreement. This Agreement, together with the Linked Documents and any active SOWs, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements and understandings. In the event of a conflict between this Agreement and an SOW, the SOW governs with respect to the professional services described therein. In the event of a conflict between this Agreement and a Linked Document, this Agreement governs unless the Linked Document expressly provides otherwise.
13.4 Modifications. Happee may update this Agreement or any Linked Document by posting a revised version and notifying Customer via email or in-platform notice at least 30 days before the changes take effect. Customer's continued use of the Services after that date constitutes acceptance of the updated terms.
13.5 Waiver and Severability. A party's failure to enforce any provision of this Agreement is not a waiver of future enforcement. If any provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder of the Agreement will continue in effect.
13.6 Assignment. Customer may not assign this Agreement or any rights hereunder without Happee's prior written consent. Happee may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void.
13.7 Force Majeure. Neither party is liable for delays or failures in performance caused by events beyond their reasonable control, including natural disasters, war, labor disputes, or internet outages, provided the affected party gives prompt notice and uses commercially reasonable efforts to resume performance.
13.8 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship.
13.9 Electronic Acceptance. Customer's electronic acceptance (by clicking "I Accept" or similar action) constitutes a valid and binding signature for all purposes of this Agreement.
Happee, Inc. · legal@happee.ai · Delaware, USA