Terms and Conditions
Welcome to www.happyagencies.com (“Website”), owned, operated, and managed by Draidel LLC (“Draidel,” “we,” “us,” or “our”). These Terms and Conditions (“Terms”) govern your access to and use of the Website, as well as any services, content, features, or functionality offered through the Website (collectively, the “Services”). By accessing or using the Website or Services, you agree to be bound by these Terms. If you do not agree to any part of these Terms, you must not access or use the Website or Services.
1. Definitions
•“User” refers to any individual or entity accessing or using the Website or Services.
•“Client” refers to a User who engages with our Talent for services.
•“Talent” refers to the employees available through the Website.
•“Content” refers to any text, graphics, images, software, or other materials uploaded, downloaded, or appearing on the Website.
•“Confidential Information” refers to any proprietary or sensitive information disclosed by either party.
•“Credits” refers to the digital units purchased by Users to utilize the Services, where 1 Credit equals 1 USD.
•“Subscription” refers to a recurring monthly plan that provides Users with a set number of Credits or access to one or more Talents.
•“Promotion” refers to any offer, discount, bonus Credits, or special deal provided by Draidel to Users, including bulk order discounts.
2. Eligibility and Acceptance of Terms
2.1 Legal Capacity
By using the Website, you affirm that you are at least 18 years of age or the age of majority in your jurisdiction (whichever is greater) and have the legal capacity to enter into a binding contract.
2.2 Business Use
If you are using the Website on behalf of a company or other legal entity (“Client”), you represent and warrant that you have the authority to bind that entity to these Terms. In such cases, “you” or “your” will refer to both the individual using the Website and the entity on whose behalf the individual is acting.
3. License to Use
3.1 Limited License
Subject to your compliance with these Terms, we grant you a personal, revocable, non-exclusive, non-transferable license to access and use the Website and Services for the sole purpose of engaging with Draidel’s Talent and related service offerings. Any commercial use outside this scope requires our prior written consent.
3.2 Intellectual Property
All content, software, trademarks, service marks, trade names, logos, and other intellectual property appearing on the Website (collectively, “Draidel IP”) are the property of Draidel or its licensors. Your use of the Website does not confer upon you any ownership interest in the Draidel IP. You agree not to copy, distribute, modify, create derivative works from, publicly display, publicly perform, republish, download, store, transmit, or otherwise exploit any Draidel IP without our prior written consent.
4. User Conduct and Restrictions
4.1 Prohibited Conduct
You agree not to:
•(a) Violate any applicable law, regulation, or third-party right.
•(b) Interfere with, disrupt, or compromise the security or functionality of the Website or Services.
•(c) Introduce any viruses, worms, spyware, or other harmful code.
•(d) Engage in data mining, scraping, harvesting, indexing, or any other unauthorized data collection activities.
•(e) Misrepresent your identity, affiliation, or intention in connection with the Website or Services.
•(f) Circumvent any restrictions or measures we employ to prevent unauthorized access or use.
•(g) Use the Website or Services for any unlawful, fraudulent, or malicious purposes.
•(h) Engage in any conduct that could disable, overburden, damage, or impair the functioning of the Website or Services.
4.2 User Contributions
If you submit content (e.g., comments, reviews, suggestions) to the Website, you grant Draidel a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify, adapt, publish, translate, distribute, display, and perform such content in any media now known or hereafter devised. You represent and warrant that all content you submit is accurate, does not infringe any third-party rights, and is lawful.
4.3 Account Security
You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account.
5. Confidentiality and Non-Circumvention
5.1 Confidential Information
During the course of your use of the Website, you may receive or have access to certain confidential, proprietary, or trade secret information of Draidel or its Talent (“Confidential Information”). You agree to maintain the confidentiality of such information, using it solely for the purpose of evaluating and utilizing the Services, and not disclose it to any third party without our prior written consent.
5.2 Non-Solicitation and Non-Circumvention
5.2.1 Non-Solicitation
You agree not to solicit, hire, contract, or otherwise engage any Talent introduced or made available through Draidel, directly or indirectly, outside of the Website or Services. This includes contacting Talent via personal email, phone, or other means outside the platform.
5.2.2 Non-Circumvention
You agree not to circumvent the Website or Services to engage or attempt to engage with any Talent (current or former) outside of the Website or Services.
5.2.3 Non-Solicitation Period
This obligation shall continue for a period of twenty-four (24) months following your last use of the Website or Services.
5.2.4 Liquidated Damages
In the event you breach this Section 5.2, you agree that a reasonable estimation of the damages to Draidel is difficult to ascertain and you shall pay to Draidel, as liquidated damages and not as a penalty, an amount equal to $10,000 for each instance of violation. This amount is in addition to any other rights or remedies Draidel may have at law or in equity.
6. Privacy and Data Protection
Your use of the Website is also governed by our Privacy Policy, which is incorporated herein by reference. Please review the Privacy Policy to understand how we collect, use, share, and protect your personal information. We comply with applicable data protection laws, including the California Consumer Privacy Act (CCPA) and the General Data Protection Regulation (GDPR) where applicable.
6.1 Data Processing
By using our Services, you consent to the collection, use, and processing of your data as described in our Privacy Policy.
6.2 User Rights
Depending on your jurisdiction, you may have rights regarding your personal data, including the right to access, correct, or delete your information. Please refer to our Privacy Policy for more details.
7. Payment Terms
7.1 Fees and Charges
All fees, prices, and charges for Services will be as set forth on the Website or otherwise communicated to you. Prices are subject to change, and we will notify you of any significant changes.
7.2 Payment Authorization
By providing a payment method, you represent and warrant that you are authorized to use it, and you authorize us (or our designated payment processor) to charge the payment method for all fees incurred.
7.3 Billing Cycle
Payments are processed on a monthly or annual basis, depending on the subscription plan selected. You will be billed in advance for each billing cycle.
7.4 Late Payments and Collections
If your payment is late, refused, or returned, we may suspend or terminate your access to the Services. You are responsible for any fees or costs we incur due to late or failed payments, including collection costs and attorneys’ fees.
7.5 Taxes
You are responsible for all applicable taxes associated with your use of the Services, excluding taxes based on our net income.
7.6 Credits System
7.6.1 Purchase of Credits
Users can purchase Credits through the Website, where 1 Credit equals 1 USD. Credits are used to engage Talent through the Services. Credits can be purchased in various bundles as offered on the Website.
7.6.2 Usage of Credits
When you engage a Talent, the corresponding number of Credits will be deducted from your account based on the time and services utilized. The Services will cease if there are insufficient Credits in your account until additional Credits are purchased.
7.6.3 Expiration of Credits
Credits may be designated as expiring or non-expiring. The expiration details for your Credits can be viewed in your dashboard. Expiring Credits will automatically expire after the designated period unless otherwise stated.
7.6.4 Promotions
From time to time, Draidel may offer Promotions that provide extra Credits or discounts on bulk orders. Eligibility and terms of Promotions will be specified at the time of the offer and may vary based on the promotion details.
7.6.5 Subscription Plans
Users may subscribe to monthly plans that provide a set number of Credits or access to one or more Talents. Subscription fees will be billed automatically according to the selected plan. Subscriptions may offer discounted rates compared to purchasing Credits individually.
8. Cancellation and Refund Policy
8.1 Cancellation
To cancel Services, you must contact our customer support at least fourteen (14) days before the next billing cycle. Cancellations made less than fourteen (14) days before the service renewal date may incur charges for the next billing cycle.
8.2 Refunds
Except as required by applicable law, we do not provide refunds for any Services rendered or fees incurred prior to cancellation. Ensure that the Services you select meet your needs before purchasing.
8.3 Effect of Cancellation
Upon cancellation, your access to the Services will continue until the end of the current billing cycle. No further charges will be applied after cancellation.
9. Third-Party Links and Content
The Website may contain links to third-party websites not operated by Draidel. We are not responsible or liable for the content, policies, or practices of third-party sites. Your use of such third-party sites is at your own risk. We encourage you to review the terms and conditions and privacy policies of any third-party sites you visit.
10. Disclaimers and Warranties
10.1 Disclaimer of Warranties
THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WITHOUT LIMITING THE FOREGOING, DRAIDEL DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
10.2 No Guarantee of Results
DRAIDEL MAKES NO GUARANTEE REGARDING THE QUALITY, SUITABILITY, TIMELINESS, OR OUTCOME OF ANY SERVICES, OR THAT THE WEBSITE OR SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE WITHOUT INTERRUPTION OR ERROR.
10.3 No Professional Advice
Any information provided through the Website or Services does not constitute professional advice and should not be relied upon as such. Users are responsible for seeking their own professional advice as needed.
11. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DRAIDEL, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR PARTNERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR OTHER INTANGIBLE LOSSES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR RELATED TO YOUR USE OF THE WEBSITE OR SERVICES, EVEN IF DRAIDEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL DRAIDEL’S TOTAL LIABILITY EXCEED THE AMOUNT YOU PAID TO DRAIDEL FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS PRECEDING THE EVENT.
12. Indemnification
You agree to indemnify, defend, and hold harmless Draidel, its affiliates, officers, directors, employees, agents, and partners from and against any and all claims, damages, liabilities, losses, expenses, and costs (including reasonable attorneys’ fees) arising out of or related to:
•(a) Your use of the Website or Services;
•(b) Your breach of these Terms;
•(c) Your violation of any applicable law or the rights of any third party;
•(d) Any content you submit to the Website;
•(e) Any use of the Website’s content other than as expressly authorized in these Terms.
13. Force Majeure
Draidel shall not be liable for any delay or failure in performance due to events beyond its reasonable control, including but not limited to acts of God, strikes, shortages, embargoes, terrorism, war, governmental action, or any other circumstance not reasonably foreseeable or controllable.
14. Termination
14.1 Termination by You
You may terminate your account at any time by following the account termination procedures provided on the Website. Upon termination, all licenses and rights granted to you under these Terms will cease immediately.
14.2 Termination by Draidel
We may terminate or suspend your access to the Website or Services at any time, with or without cause, and with or without notice. Reasons for termination include, but are not limited to, violation of these Terms, unlawful behavior, or requests by law enforcement.
14.3 Effect of Termination
Upon termination, your right to use the Website and Services will immediately cease. All provisions of these Terms that by their nature should survive termination will survive, including ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
15. Governing Law and Dispute Resolution
15.1 Governing Law
These Terms and your use of the Website and Services shall be governed by and construed in accordance with the laws of the State of Florida, USA, without regard to its conflict of laws principles.
15.2 Dispute Resolution
Any dispute arising out of or relating to these Terms or the Website or Services shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator in Miami-Dade County, Florida, USA. The arbitrator’s decision shall be final and binding, and judgment may be entered thereon in any court of competent jurisdiction.
15.3 Class Action Waiver
You agree that any arbitration or proceeding shall be conducted on an individual basis and not as a class, consolidated, or representative action. You waive the right to participate in a class action lawsuit or class-wide arbitration.
15.4 Equitable Relief
Notwithstanding the above, Draidel may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or curtail any actual or threatened breach of these Terms.
16. Modifications to Terms
We reserve the right to modify these Terms at any time. In the event of material changes, we will provide notice by posting the updated Terms on the Website and updating the “Last Updated” date. Your continued use of the Website or Services after posting changes constitutes your acceptance of such modifications. If you do not agree to the modified Terms, you must discontinue using the Website and Services.
17. Severability
If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.
18. No Waiver
The failure of Draidel to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
19. Entire Agreement
These Terms, along with any additional agreements or policies expressly incorporated herein, constitute the entire agreement between you and Draidel regarding the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.
20. Notices
All notices under these Terms shall be in writing and shall be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent by reputable overnight courier.
21. Assignment
You may not assign or transfer these Terms, by operation of law or otherwise, without Draidel’s prior written consent. Draidel may assign these Terms at its discretion without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties and their respective successors and permitted assigns.
22. Feedback
If you provide Draidel with any feedback or suggestions regarding the Website or Services (“Feedback”), you hereby assign to Draidel all rights in such Feedback and acknowledge that Draidel shall have the right to use and fully exploit such Feedback in any manner it deems appropriate without any obligation or compensation to you.
23. Export Control
You agree to comply with all applicable international and national laws that apply to your use of the Website and Services, including U.S. export laws and regulations.
24. Electronic Communications
By using the Website or Services, you consent to receive electronic communications from Draidel. These communications may include notices about your account and information concerning or related to the Website and Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
25. Headings
Headings are for reference purposes only and do not limit the scope or extent of such section.
26. Interpretation
These Terms are written in English. If these Terms are translated into any other language, the English version will prevail. Any ambiguities in the translation shall not be enforced against Draidel.
27. Credits and Subscription Details
27.1 Credits Purchase
Users can purchase Credits in denominations available on the Website, where 1 Credit equals 1 USD. Credits are utilized to engage Talent through the Services. Credits can be bought individually or in bulk, with bulk purchases potentially qualifying for discounts or Promotions.
27.2 Credits Usage
When you engage a Talent, the appropriate number of Credits will be deducted from your account based on the duration and nature of the Services provided. If your Credits balance is insufficient to cover the cost of the requested Services, the Services will be paused until additional Credits are purchased.
27.3 Credits Expiration
Credits purchased may be categorized as expiring or non-expiring. The expiration status and expiry date of your Credits can be viewed in your dashboard. Expiring Credits will automatically expire after the designated period unless otherwise stated in the Promotion or subscription plan.
27.4 Promotions and Bonuses
From time to time, Draidel may offer Promotions that provide Users with additional Credits, discounts on bulk purchases, or other special deals. Eligibility and terms of each Promotion will be specified at the time of the offer and are subject to change at Draidel’s discretion.
27.5 Subscription Plans
Users may subscribe to monthly or annual Subscription plans that provide a set number of Credits or access to one or more Talents. Subscription fees are billed automatically according to the selected plan and will recur unless the Subscription is canceled at least fourteen (14) days before the next billing cycle.
27.6 Managing Credits and Subscriptions
Users can view and manage their Credits, including checking balances and expiration dates, as well as their Subscription details, through their dashboard on the Website. It is the User’s responsibility to monitor their Credits and ensure they have sufficient balance to utilize the Services.
