Terms of Service
Last Modified: April 28, 2021
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.
THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
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 by Buyer (the “Buyer” or “you”) and services through Happy Box Store website located at https://happyboxstore.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 gifting orders only by a written and signed Happy Box Corporate Gifting Agreement document where more detailed specifics to a Corporate Gifting Campaign are agreed upon and outlined by Seller and Buyer. These Terms are subject to change by Happy Box Store, 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.
- 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.
- Prices and Payment Terms.
- 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, hand 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 New Jersey.
- 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.
- 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.
- All sales are final and Seller will not under any circumstances issue refunds. All deposits are non-refundable.
- 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.
- Payment Terms for Single Orders
- Seller shall issue an Invoice to Buyer for a Transaction prior to Seller’s purchasing of any Goods. Buyer shall pay the Invoice upon receipt of the Invoice. 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 added to the initial Invoice sent to by Seller to Buyer. Buyer may pay Invoices via check or bank transfer. Buyer may also make payment by credit card subject to an additional 3% fee.
- Payment Terms for Corporate Orders Delivered for Specific Date or Event
- 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.
- Payment Terms for On-Going Orders
- Seller shall issue an Invoice to the Buyer for a Transaction upon receipt of the Invoice to be paid by the Buyer in installments spanning the time period set forth in the Invoice for the On-going Order. The first installment, which shall be paid at the time of the agreeing to these Terms, is one hundred (100%) percent of the total cost reflected on the Invoice. Any additional fees deemed appropriate by the Seller (i.e. additional revisions to custom products, etc.), shall be divided equally among the remaining weeks or months, as applicable, of the time period set forth on the Invoice and will be billed with the shipment costs of the previous week or month, as applicable, based on the length of time remaining in the time period plus storage fees. Buyer may pay Invoice(s) via check or bank transfer. Buyer may also make payment by credit card subject to an additional 3% fee.
- Invoice Disputes
- 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.
- Order Procedure.
- Order Types
- Buyer may choose to purchase Goods as a (i) one-time delivery (“Single Orders”); or (ii) on-going basis over a defined time period for Corporate Orders (“On-going Orders”; On-going Orders, together with Single Orders, individually, an “Order” and collectively, the “Orders”). Buyer and Seller must agree on an 'end date' for the On-going Order. In the event a Buyer purchases Goods as an On-going Order(s), the Buyer shall specify the number of boxes it wishes to purchase and the timing of deliveries (i.e., weekly, bi-weekly, or monthly), and over a period of time set forth on the Invoice (e.g., six (6) months, one (1) year). The Buyer shall be required to submit all accurate Delivery Location(s) for On-going Order(s) in the Shipping Template (as defined below). Single Orders and On-going Orders are subject, in all cases, to storage fees as more fully described in Section 7.06 below. Should Seller receive a care package returned to its warehouse, Buyer is responsible for re-shipment costs and for providing an updated address within 7 business days, or the Buyer agrees to forfeit the Goods. For all On-going Orders, in the event that the Buyer does not provide the timing and shipment information for all Delivery Location(s) by the end date set forth on the Invoice, then Seller shall ship all remaining Goods on the Invoice that have yet to be shipped to Buyer or Buyer will incur increased storage fees for such Goods, which fees shall be determined by Seller in its sole and absolute discretion. Seller shall not be held responsible for any Goods that have expired (e.g., food items) that are held in storage.
- No Annual Minimum Quantities
- The Parties agree that Buyer is not obligated to purchase any annual minimum quantities from Seller under these Terms and Seller is not obligated to sell any annual minimum quantities to Buyer under these Terms.
- Buyer shall initiate all orders in written form via e-mail or US mail, and cause all Invoices to contain the Basic Purchase Order Terms. By placing an order, Buyer makes an offer to purchase the Goods pursuant to the terms and conditions of these Terms, including the Basic Purchase Order Terms, and on no other terms. Except with respect to the Basic Purchase Order Terms, any variations made to the terms and conditions of these Terms by Buyer in any Invoice are void and have no effect. Seller cannot guarantee availability of all Goods in an Invoice and Seller shall not be responsible for any Goods that become unavailable due to vendor delays, vendor stocking issues, or other circumstances outside of Seller’s control.
- Seller's Right to Accept or Reject Order
- 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.
- Cancellation of Transactions
- Seller may, in its sole discretion, without liability or penalty, cancel any Transaction:
- 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
- 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 under these Terms.
- In the event of a cancellation, Buyer understands that deposits are nonrefundable.
- Gift Cards
- Buyer will be able to purchase a gift card on our website. Only one gift card can be purchased at a time and gift cards can not be combined with other discount codes or promotional codes at time of purchase. All gift card sales are final and will not be cancelled or refunded.
4. Shipments and Delivery
- 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.
- There is always an incremental charge for international shipping. Buyer will decide the appropriate shipping carrier/service. 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.
- 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, there will be a $20 change to redirect the shipment from the carrier that will be passed onto the Buyer via an email notification/invoice. If a Buyer wants to facilitate such address redirection, they must reach out to our customer support (firstname.lastname@example.org) and pay an $20 invoice before changes to shipping address can be made. Seller will not be responsible for lost or returned packages.
- 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 written cards, items packed, and perishable goods as well as labor to restock and process the return. Hand packing fee (labor), custom card fee, shipping paid, box, and perishable items are not restockable or refundable.
- 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.
- 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 UPS delivery issue. Buyer should speak with UPS to understand the issue and confirm shipping viability before re-submitting an address to Seller.
- 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.
- As a current limitation with our shipping partner, currently UPS, Buyer is only able to ship to PO boxes and/or APOs via Flat Rate UPS Surepost shipping service. Flat Rate UPS Surepost is a domestic shipping service. International shipping to PO boxes and/or APOs is currently unavailable.
- Title and risk of loss pass to Buyer upon our transfer of the products to our shipping partners, currently UPS, 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 UPS (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.
- By purchasing from Seller, Buyer agrees to use the Seller-recommended shipping carrier, currently UPS. Seller will use UPS shipping carrier on all corporate/bulk orders unless otherwise specified and mutually agreed upon in writing between Buyer and Seller.
- WE CHARGE A MANDATORY NON-REFUNDABLE HAND-PACKING FEE FOR EACH BOX ORDERED TO COVER LABOR COSTS.
- The cards that accompany the boxes are handwritten by individuals and Seller makes no representation, warranty, or guarantee as to their legibility or conformity to a particular handwritten standard and Seller is in no way responsible for any mistakes, errors, or omissions in connection with the foregoing. Cards only include the written name of Sender when requested in the Order.
- 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, etc.). All prices are EXW. 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. To avoid any mistakes, Buyer is required, at the Company’s request, to fill out an excel sheet with the Delivery Location(s) (the “Shipping Template”), which Shipping Template is then uploaded into the Company’s shipping software program. Seller shall not be liable, under any circumstances, for any errors in mailing address uploaded by Buyer into the shipping template.
- Seller shall properly pack, mark, and ship Goods and provide Buyer with shipment documentation showing the Order number, Seller's identification number for the subject Goods, the quantity of pieces in shipment, the number of cartons or containers in shipment, Seller's name, the bill of lading number, and the country of origin.
- Recipient Privacy Rights
- To safeguard the privacy of care package recipients, Seller deletes recipients’ addresses uploaded in any Happy Box Shipping Template (any external to Shopify storefront experience) forty-five (45) days following the completion of a corporate gifting campaign. Seller uses third-party services and/or carriers (e.g., Shopify, USPS, UPS) to process and ship care packages, which services require recipients’ names and mailing addresses to successfully deliver care packages. These unaffiliated third-party services and/or carriers maintain their own privacy policies and practices with respect to maintenance of recipient addresses. Seller does not control such policies and practices and Buyer is subject to the privacy policies and other guidelines of such third parties and their affiliates. Seller shall not be held liable for any claims, damages, or actions in connection with the disclosure or other mishandling of recipients’ name and mailing addresses by such unaffiliated third parties or their affiliates.
- Buyer is responsible for making the gift known to their recipient. Should Buyer fail to disclose the gift to the recipient, and the recipient of the product inquired about the identity of the sender of the box, Seller retains the right to disclose the name to the recipient.
- Returns and Refunds.
- ALL 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.
- 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.
- Manufacturer’s Warranty and Disclaimers. Seller does not manufacture or control any 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.
i. Buyer acknowledges and agrees that:
- any and all Seller's Intellectual Property Rights are the sole and exclusive property of Seller or its licensors;
- Buyer shall not acquire any ownership interest in any of Seller's Intellectual Property Rights under these Terms;
- 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
- 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.
- 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;
- challenge any right, title, or interest of Seller in or to Seller's Intellectual Property Rights;
- make any claim or take any action adverse to Seller's ownership of Seller's Intellectual Property Rights;
- 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;
- use any mark, anywhere that is confusingly similar to Seller's Trademarks in whole or in confusingly similar part;
- engage in any action that tends to disparage, dilute the value of, or reflect negatively on the Goods or any Seller's Trademarks;
- misappropriate any of Seller's Trademarks for use as a domain name without prior written consent from Seller; or
- 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.
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.
17. 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.
18. 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 Happy Box Store, LLC.
19. No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than Buyer.
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 Happy Box LLC, 66 Willow Avenue, #A22, Hoboken, New Jersey, 07030. 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.
21. 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.
22. 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.
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.
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.
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).
d. "Claim" means any Action brought against a Person entitled to indemnification.
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.
f. "Delivery Location" means the street address specified in the applicable Invoice.
g. "Goods" means the goods set forth in the Invoice, as Seller may amend in its sole discretion from time to time.
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.
i. "Governmental Order" means any order, writ, judgment, injunction, decree, stipulation, award or determination entered by or with any Governmental Authority.
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.
k. "Person" means any individual, partnership, corporation, trust, limited liability entity, unincorporated organization, association, Governmental Authority, or any other entity.
l. "Personnel" means agents, employees, or subcontractors engaged or appointed by Seller or Buyer.
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.
n. "Representatives" means a Party's Affiliates, employees, officers, directors, partners, shareholders, agents, attorneys, third-party advisors, successors, and permitted assigns.
o. "Seller's Trademarks" means all Trademarks owned or licensed by Seller.
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.
q. "Transaction" means any Invoice that has been accepted by Seller pursuant to Section 3(a).
This Website is offered and available to users who are eighteen (18) years of age or older, and reside in the United States or any of its territories or possessions. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.
We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.
You are responsible for both:
- Making all arrangements necessary for you to have access to the Website.
If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
Intellectual Property Rights
The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
- Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
- You may store files that are automatically cached by your Web browser for display enhancement purposes.
- You may print one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
- If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
- If we provide social media features with certain content, you may take such actions as are enabled by such features. We maintain social media accounts located at Instagram, Facebook, and Pinterest.
You must not:
- Modify copies of any materials from this site.
- Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
- Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.
You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.
If you wish to make any use of material on the Website other than that set out in this section, please address your request to: email@example.com.
The Company name, the terms Company trademarks, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.
- In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
- For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
- To transmit, or procure the sending of, any advertising or promotional material including any "junk mail," "chain letter," "spam," or any other similar solicitation.
- To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.
Additionally, you agree not to:
- Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.
- Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
- Use any device, software, or routine that interferes with the proper working of the Website.
- Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
- Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempt to interfere with the proper working of the Website.
The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that allow users to post, post product reviews, submit, publish, display, or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Website.
Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose/according to your account settings.
You represent and warrant that:
- You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website.
Monitoring and Enforcement; Termination
We have the right to:
- Remove or refuse to post any User Contributions for any or no reason in our sole and absolute discretion.
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY AND ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER THE COMPANY AND/OR SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we cannot and do not undertake to review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:
- Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
- Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
- Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
- Be likely to deceive any person.
- Promote any illegal activity, or advocate, promote, or assist any unlawful act.
- Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
- Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
- Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
- Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
If you believe that any User Contributions violate your copyright, please see our send us notice of such copyright infringement. It is the policy of the Company to terminate the user accounts of repeat infringers.
Reliance on Information Posted
The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.
This Website may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
Changes to the Website
We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.
Information About You and Your Visits to the Website
Online Purchases and Other Terms and Conditions
Linking to the Website and Social Media Features
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express prior written consent.
This Website may provide certain social media features that enable you to:
- Link from your own or certain third-party websites to certain content on this Website.
- Send emails or other communications with certain content, or links to certain content, on this Website.
- Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.
You may use these features solely as they are provided by us, solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:
- Establish a link from any website that is not owned by you.
- Cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
- Link to any part of the Website other than the homepage.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
Links from the Website
If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
The owner of the Website is based in the State of New Jersey in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF USD $1,000.00 OR THE AMOUNT YOU HAVE PAID TO THE COMPANY FOR THE APPLICABLE PRODUCT YOU PURCHASED IN THE LAST THREE (3) MONTHS OUT OF WHICH LIABILITY AROSE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Waiver and Severability
This Website is operated by Happy Box Store, LLC, 720 Monroe Street, Suite C-304, Hoboken, NJ, 07030.
All notices of copyright infringement claims should be sent to the following: firstname.lastname@example.org.
All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: email@example.com.