terms of serve

These Terms of Service (“TOS”) form a contractual agreement between Us and a User of the Software and the Services. We understand it might be easy to overlook these Terms of Service, but they play an essential role in defining what you can expect from us when using Our Software and Services and what We expect from You in return. So, please read them carefully before accessing or using the Software and/or the Services. If You do not agree to this TOS, please do not access or use the Software and the Services in any manner. We may update this TOS and service-specific additional terms to (1) reflect changes in our Services or business operations, such as adding new services, features, technologies, pricing, benefits - or removing old ones; (2) comply with legal, regulatory, or security requirements; (3) prevent misuse, abuse or harm. The updated version of the TOS will govern Your Use of Our Software and Services. Please review this TOS periodically to ensure ongoing compliance with the same.

TERMS USED IN THE TOS

“Applicable Law"means all provisions of laws, statutes, rules, regulations, by-laws, guidelines, notifications, policies, directives, permits, ordinances, orders, treaties, judgments, decrees, injunctions, judicial precedents, permits, grants, decisions or orders of any governmental authorities, governing this Agreement.
‍“Confidential Information” means all information written or oral belonging to Us, all Documentation, product offerings and proprietary products, non-publicly available documentation related to Our prices, the Software, the Services, and other offerings.
“Documentation”shall mean any training manuals, user manuals, operating manuals, technical manuals, guides, reports or other documentation provided by Searce to the User as part of the Software or the Services and any other documentation which is necessary for the effective installation, operation, use, development and maintenance of the Software
‍“Force Majeure” means any act of God and any circumstance which is beyond the reasonable control of the Parties, including without limitation earthquake, hurricane, tornado, floods, fire, epidemics, pandemics, or other natural disasters, war, invasion, hostilities, civil unrest, riots, national or regional emergency, sabotage, embargo, strikes, lock-outs, labour issues, terrorist activities, actions by any governmental authority, laws, sanctions, regulations, orders.
‍“Intellectual Property Rights” shall mean all rights over the creations of a person’s intellect, such as inventions (patent rights); literary and artistic works (copyright); designs (design rights); and symbols, names, and images used in commerce (trademarks).
‍“Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
‍“Services” shall mean the implementation, support and/or training services that may be provided by Us under this Agreement.
‍“Software” shall mean the happierWork software, website and application owned and licensed by Us, as currently existing and as hereafter modified, developed, purchased, licensed, acquired or otherwise received or conceived.
‍“We/Our(s)/Us/Searce” refers to the contracting entity of Searce, along with any entity or individual, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with Searce, and shall also include any group company, subsidiaries, affiliates or parent company of Searce, whether by operation of law or by contract or otherwise.
‍“You/Your(s)/Users” refers to the individuals who access and/or use the Software and/or the Services.
‍“Third Party” refers to any individual or legal entity who is not a party to this TOS.

ACCESS TO THE SOFTWARE & SERVICES

Searce hereby grants a personal, non-exclusive, non-transferable, non-sublicensable, non- assignable, limited, revocable license, to access and use the Software and the Services for their intended purpose only, in accordance with this TOS and any other agreement We may have with You or the organization/ legal entity you work with and through which You have a right to access/use the Software and/or the Services.
All Intellectual Property Rights in the Software and the Services are owned and retained exclusively by Searce.
The User is responsible for any consents, information, and notices required to permit (a) User’s access and use of the Software and the Services and (b) Searce’s access, storage and processing of data provided by the Users.
The User shall obtain and maintain all licenses, permits, approvals and other permissions required under Applicable Law to: (a) enter into this TOS; and (b) perform its obligations under this TOS.

DOs & DON’Ts

The User agrees that all access to and use of Software and the Services shall: (i) conform to this TOS; (ii) be made and used solely for the purpose of their proper and intended use; (iii) be conducted in a manner that does not violate any Applicable Laws, the rights of any Third Party, this TOS or any related agreements. The User shall take all reasonable efforts to prevent and terminate any unauthorized access or use of the Software, the Services and any data related thereto, and immediately notify Searce on becoming aware of any unauthorized access or use.
The User shall not: (a) copy, adapt, alter, modify, create a derivative work of, reverse engineer, extract the source code, recompile, decompile, translate, disassemble the Software/ Services and related Intellectual Property Rights; (b) perform or disclose any of the following security testing of the Software environment or associated infrastructure: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing; (c) use any robot, spider, other automatic device or program or manual process to monitor, copy or reproduce the Services or Software or portions or content thereof (except as made available by Searce as features of the Software/ Services); (d) interfere with the functionality of the Software/ Services or otherwise use them in ways that would reasonably likely to disrupt or pose a security risk to Searce or to any Third Parties; (e) sell, resell, sublicense, transfer, distribute, or make available or disclose anything related to the Software/ Services to a Third Party; (f) access or use the Software/ Services in a manner intended to avoid incurring fees or breach any Applicable Law; (g) breach Searce’s terms and acceptable use policies related to the Software/ Services (h) use the Services to perform any activity or incur any obligation or indebtedness or create any encumbrance or lien in such manner as might, in any way, make Searce liable to any Third Party.
To foster a respectful and inclusive environment for everyone, the User shall adhere to these fundamental rules of conduct:
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i)  Respect the rights of others: Respect and safeguard the privacy, Intellectual Property Rights, and personal rights of individuals and organizations. Do not use our Software/ Services or their content to infringe on Intellectual Property, privacy, or other legal rights of Searce or any Third Party.

ii)  Avoid harmful behavior: Do not abuse, harm, or threaten harm to yourself or others, in any manner. This includes, but is not limited to, actions such as:
  •  misleading, defrauding, or illegally impersonating others
  •  hiding or misrepresenting your identity or intentions
  •  defaming, bullying, harassing, or stalking individuals
  •  hosting or distributing obscene content
  •  encouraging or inciting violations of this TOS and/or Applicable Laws
  •  violating any personal or other rights under Applicable Laws
The User shall not misuse, harm, interfere with, or disrupt Our Software and Services in any manner. This includes, but is not limited to, the following actions prohibited for the User:

copy, adapt, alter, modify, create a derivative work of, reverse engineer, extract the source code, recompile, decompile, translate, disassemble the Software/ Services and related Intellectual Property Rights;
use any robot, spider, other automatic device or program or manual process to monitor, copy or reproduce the Services or Software or portions/content thereof, and related Intellectual Property Rights (except as made available by Searce as features of the Software/ Services);
introduce harmful software, such as malware, viruses, or any malicious code;
engage in unauthorized activities or access/ use Our Software and Services fraudulently or deceptively, such as:phishing or tricking otherscreating fake accounts, reviews, or contentspamming, hacking, or bypassing Our security measuresmisleading others by falsely attributing AI-generated content to humansoffering services that appear to originate from You (or a Third Party) but actually use Our systemsmisrepresenting services as originating from Us, when they do not
perform unauthorized modifications, including but not limited to, jailbreaking, adversarial prompting, or prompt injection, except as explicitly permitted through Our safety or bug testing programs;
perform or disclose any of the following security testing of the Software environment or associated infrastructure: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing;
use bots or other automated means to access Our Software/ Services in violation of restrictions like robots.txt files, including crawling or scraping for purposes such as training machine learning models;
develop machine learning models or related AI technology using content from Our Software/ Services;
interfere with the functionality of the Software/ Services or otherwise use them in ways that would reasonably likely to disrupt or pose a security risk to Searce or to any other Third Party;
sell, resell, sublicense, transfer, distribute, or make available or disclose anything related to the Software/ Services to a Third Party;
access or use the Software/ Services in a manner intended to avoid incurring fees;
breach any Applicable Laws or Searce’s terms and acceptable use policies related to the Software/ Services;
use the Software/ Services to perform any activity or incur any obligation or indebtedness or create any encumbrance or lien in such manner as might, in any way, make Searce liable to any Third Party;
remove, obscure, or alter any of Our branding, logos, content or legal documents.

USER CONTENT

Use of the Software and the Services requires a User to be assigned an account on the Software by the User’s organization. This account needs to be password protected by the User. Your organization’s administrator for the Software may require You to follow additional rules and shall have the right to access or disable Your account on the Software. Your organization may require You to upload, share, certain documents, pictures, links and other data related to the User. The Software will only require the User to share only such data as the User’s organization requires. All passwords and data, including personal information, are stored and protected in accordance with our Privacy Policy.

When You upload or share content, please ensure that You have the necessary rights to do so and that the content is lawful. You own Your content and retain any Intellectual Property Rights thereto. If Your Intellectual Property Rights restrict use of Your content, You hereby provide Us with a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, translate, create derivative works from, publicly perform and display your content and any name, username or likeness provided in connection with Your content in all media formats and distribution methods now known or later developed on the Software and/or Services. If You use the Software or the Services to access, collect, or use personal information about other Users, You agree to do so in compliance with applicable data privacy laws and other Applicable Laws.

Searce reserves the right to review Your conduct and content to ensure compliance with the TOS and Applicable Laws. Any content found to: (1) violate the terms of this TOS, service-specific additional terms, or policies, (2) breach Applicable Laws, or (3) harm users, Third Parties or Searce, may be removed at Searce’s discretion. Additionally, Searce may delete or disable content that is alleged to infringe on the Intellectual Property Rights, privacy rights or personal rights of others and may terminate the accounts of Users who engage in such violations.

In addition to the content You submit, upload, or display on our Software, We welcome Your feedback, including comments, ideas, and suggestions about Our Software. By providing feedback, You acknowledge that We own all Intellectual Property Rights in such feedback and that We may use it for any purpose, at Our sole discretion, without any obligation to You. Unless otherwise agreed in writing, We may consider Your feedback non-confidential.

INDEMNIFICATION

The User shall indemnify, defend and hold harmless Searce and its directors, officers, employees, representatives and agents, from and against any action brought against them with respect to any claim, demand, cause of action, debt or liability, including without limitation, reasonable attorneys’ fees, to the extent that such action is based on (i) User’s representations, warranties and covenants under this TOS; (ii) Users’ use of the Services; (iii) breach of any terms of this TOS; (iv) gross negligence, willful misconduct or failure to comply with Applicable Laws by the User; (v) any illegal or wrongful act or omission, misconduct, negligence, misuse or unauthorized use of Services or failure to follow the established procedures/rules/policies by the User.

DISCLAIMER & LIMITATION OF LIABILITY

Except as expressly stated in this TOS or any related Agreement with the User’s organization, to the fullest extent permitted by Applicable Law, Searce disclaims all liabilities and does not make any representations and warranties of any kind, whether implied or expressed, regarding (1) content or information accessible through the Software and the Services; (2) meeting the User’s requirements, merchantability, satisfactory quality, fitness for a particular purpose, or quiet enjoyment arising out of use of the Software and the Services; (3) the Software and the Services being uninterrupted, error free, or free of harmful components; (4) the Software and the Services, User’s content or Third Party content being secure or not otherwise lost or damaged.
To the extent permitted by Applicable Law, Searce’s total aggregate liability for direct damages arising out of or relating to the this TOS or any related Agreement with the User’s organization, is limited to the fees paid by/for the affected User during the 3 (three) months before the event giving rise to the liability arose, provided that no claim against Searce shall be brought 6 (six) months after the event giving rise to such claim has arisen. Notwithstanding the foregoing and to the extent permitted by Applicable Law, neither Party shall have any liability arising out of or relating to the Agreement for any:
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i) indirect, exemplary, consequential, special, incidental, or punitive damages;
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ii) loss of anticipated revenues, profits, savings, or goodwill.

SUSPENSION OR TERMINATION OF ACCESS TO SOFTWARE/SERVICES

We reserve the right to suspend or terminate your access to Our Software and Services, including deleting your User account, under the following circumstances:

You materially or repeatedly violate any terms of this TOS, service-specific additional terms, Our policies, any Applicable Laws or any obligations Your organization may place on You in accordance with Our agreement with Your organization.
There is an emergency or security issue or compliance with Applicable Laws or order of an adjudicatory body necessitates such action.
We have a reasonable belief that Your actions cause harm or liability to a user, a Third Party, Your organization or Searce itself.
Your organization requires Us to take such action.

These measures do not limit any other rights Searce may have.

DISPUTE RESOLUTION & GOVERNING LAW

Any controversies, claims, disputes and differences arising out of or in connection with this TOS (“Disputes”), shall be resolved amicably by the Parties by negotiations within 60 (sixty) days of written notice of a Dispute by a party.
If the Dispute is not resolved amicably within the time period specified in the clause above, then such Dispute shall be referred to the Mumbai Centre for International Arbitration (“MCIA”) and resolved by arbitration by a sole arbitrator, administered in accordance with Arbitration Rules of MCIA, which rules are deemed to be incorporated by reference in this clause. The fees and expenses of the arbitrator shall be borne equally by the parties. The language of arbitration shall be English and the seat and venue of arbitration shall be Mumbai, India. Parties agree to be bound by the arbitration order. The Parties shall cooperate in good faith to expedite the conduct of any arbitral proceedings under this Agreement.
Nothing stated in this clause shall preclude a party from seeking interim equitable and injunctive relief from a court of competent jurisdiction.
This Agreement shall be governed by the laws of India and subject to the jurisdiction of the courts of Mumbai, India.

If You have any questions or require any information about this TOS or our Software and Services, please contact Us by email at

care@happierwork.com

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