Terms of Use of Local Happinez portal

Our Portal enables NGOs and local community representatives to submit and individuals, academic institutes, and businesses to participate in local sustainable initiatives (hereby: Happenings).
They are now one app away from sharing their local Happenings as Hosts and their skills and hands-on experience as Fellows. Hosts, Fellows and Visitors of our Portal are called Users. Our Portal allows Users to interact with one another and collaborate, whether online or in person, to achieve sustainable growth, create awareness, and educate people culturally, socially, and environmentally.

The objective of Local Happinez is to foster a worldwide community committed to local community advancement, dedicated to enhancing our environment through active collaboration on sustainable local initiatives, and to perpetually empower small-scale local NGOs by sharing enriched knowledge within their fields of interest.

Last Update: [May 8, 2024]

1. General Provisions

The Terms of Use outline the rules governing the use of the Local Happinez Portal. This transactional Portal connects Users who express an interest in supporting community projects through direct participation in such initiatives.
Local Happinez facilitates the connection between Hosts and Fellows. By using the Portal, you acknowledge that Local Happinez is not a participant in any agreements made between Hosts and Fellows, nor does it operate as a travel agency, organized exchange program, agent, or insurer. Local Happinez does not oversee Hosts and Fellows and hereby disclaims all liability in relation to such matters.

The Terms of Use are established in accordance with the applicable laws of the Netherlands and outline the Portal's operational guidelines, the responsibilities of both the Local Happinez and Users, and the protocols governing the provision and utilization of Services offered through the Portal, including the legal and technical prerequisites for Portal usage.
Before using the Portal, each individual must carefully read and agree the Terms of Use. Your access to or use of the Local Happinez Portal implies your consent to comply with and be legally bound by these Terms.
Terms may change; the latest version on www.localhappinez.com is binding. Users should regularly review the site to check for updates, as continued use implies acceptance of changes.
The name of the Portal, website and mobile app programming code, operational protocols, logo, graphic design, trademarks, software, and databases are subject to legal protection.
Users actively using the Local Happinez Portal may be individuals who are at least 18 years old and have full legal capacity, representatives of legal entities such as companies or organizations. Additionally, individuals between the ages of 0 and 18 must always be accompanied on projects by at least one person 18 years of age or older. The host indicate the minimum age for participation per Happening during the submission procedure of their initiatives.

2. Definitions

The terms and expressions used in these Terms of Use, unless defined otherwise, shall have the following meanings:

Account - an individual User's account through which the User may perform specific actions on the Portal, accessed through a Login and a password;
Booking – A join request, sent by the Fellow and accepted by the Host;
Cookies- small text files sent by the Portal (website) and saved on the User's device (usually on a computer's hard drive);
Act on copyright and related rights - The Act of 4 February 1994 on copyright and related rights, consolidated text published in Journal of Laws 2019, item 1231 with amendments;

The Act on counteracting money laundering and financing of terrorism - The Act of 1 March 2018 on the prevention of money laundering and terrorist financing, consolidated text published in Journal of Laws 2020, item 971 with amendments;
Act on providing services by electronic means – act of 18th July 2002 on provision of services by electronic means, consolidated text published in Journal of Laws 2020 r. item 344 with amendments.;
Agreement - an agreement for the provision of electronic services within the meaning of the Act on the provision of electronic services concluded between a Host and a Fellow in the scope of Supporting a specific Happening, between a Donor and Local Happinez in the field of giving a Donation and Users and Local Happinez in the field of maintaining an Account on the Portal;
Donation - funds transferred by Users to Local Happinez solely in connection with the further development of the Platform, the development of the Host networks, marketing activities, staff expenses and any other expenses related to the running operations of the Platform.
Donor – Users and Visitors of the Portal who voluntarily provide financial funds to Local Happinez for the further development of the Platform, the development of the Host networks, marketing activities, staff expenses and any other expenses related to the running operations of the Platform.
Employees – Anyone that is either working on a voluntary or paid basis for Local Happinez BV, Stichting Local Happinez Foundation or Stichting Local Happinez.
Fellows - User who voluntarily provides Support to a selected Host as the one that implements a specific Happening that has been published on the Portal;
Fellowship – the fact that a Fellow has registered and joins/joined a Happening.
Happening–localsustainableinitiative,completedanddocumentedbya Host in a way enabling its verification by Local Happinez due to the information about the Happening including photos, videos, location descriptions, inter alia
Hosts - User publishing a Happening which has undergone Local Happinez’ Verification process and has been approved for Publication on the Portal;

Login - a sequence of characters selected by the User during registration enabling identification of the User;
Materials - any data or content published or otherwise released on the Portal by the User;
Local Happinez - The entities that own the Portal; As defined in the Terms of Use, Local Happinez are STICHTING LOCAL HAPPINEZ, STICHTING LOCAL HAPPINEZ FOUNDATION and LOCAL HAPPINEZ BV with their registered offices in Houten, Sneeuwwater 10, 3991 ME, the Netherlands, respectively entered in the Business Register of the Chamber of Commerce under the number 83663193, 83663231 and 83661395 and statutory established in Amsterdam, the Netherlands.
Personal Data - data collected on the Portal by Local Happinez for registration purposes (data provided by the User in the registration form) and User's information and personal data given during the subsequent use of the Portal processed by Local Happinez to ensure the proper provision of Services or for other purposes permitted by law;
PaymentOperator-acompanyresponsibleforanonlinepaymentsystem running independently of Local Happinez, which enables making payments between Users and Operator.
Payment Services - services offered by the Payment Operator resulting from the possibility offered by Local Happinez to make a Donation as User to Local Happinez;
Platform - dedicated software (system) and a mobile application for iOS and Android belonging to Local Happinez, made available to Users on the Website and the mobile application, including all technical elements and solutions and all possible actions of Users;
Portal - the internet portal available at www.localhappinez.com and mobile application for iOS and Android together with the Platform, run by Local Happinez, to which Local Happinez has all rights;
Privacy Policy - a document specifying the principles, purpose and method of processing Personal Data by Local Happinez;
Publication – sharing the Happening on the Platform after its positive Verification by Local Happinez; Publication of the Happening enables Host to obtain Support from interested Fellows;

Registration - the act of providing the User's Personal Data and expressing specific consents to the extent necessary to use the Portal and to set up and activate a User Account;
Rating & Review – the act that Fellows and Hosts leave a public comment (Review) and give stars (Rating) to each other after having worked together on a Happening. This functionality creates transparency towards the community and contributes to the reliability of future connections between Hosts & Fellows;
Services - Operator's services consisting in ensuring the proper operation of the Portal, including, in particular, providing Users with space for presenting their Happenings, including the possibility of transferring Support between Users;
Support – the act of sharing physical help and expertise from a Fellow to a Host in online, remote and on-location Happenings.
User - a natural or legal person or an organizational unit without a legal personality with an Account on the Portal. Local Happinez is not liable for any actions and effects of such actions of the abovementioned persons;
Verification - a process involving Local Happinez checking a submitted Happening for admission to Publication. During the Verification period, Projects are not visible to Users and cannot receive Support.
Visitors-anaturalorlegalpersonoranorganizationalunitwithoutalegal personality which does not have an Account on the Portal;

3. ELIGIBILITY, REGISTRATION AND ACCOUNT

1. You must be at least 18 years old to access or use the Services. By registering to use our Services, you represent that you are at least 18 years old. In order to access certain areas and features of our Services, you will need to register for an account using either your email address and phone number or your login credentials from a third-party social media site. If you register with your email address, you agree to create a unique password that you do not use with any other online product or service. By registering for an account, you further agree to (a) provide accurate, truthful, current and complete information; (b) maintain and promptly update your account information

upon any changes; (c) maintain the security of your account by protecting your password and restricting access to your account; (d) promptly notify Local Happinez if you discover or otherwise suspect any security breaches related to the Services; and (e) take responsibility for all activities that occur under your account and accept all risks of any authorized or unauthorized access.

You must register an account ("Local Happinez Account") to access and use certain features of the Local Happinez Portal, such as submitting a Happening, joining a Happening or chat with a Host or Fellow.
You must provide current, accurate and complete information during the registration process. A recent photograph of your face is required for the profile picture.
You may not register more than 1 (one) Account, unless Local Happinez authorizes you to do so. You may not assign or transfer your Account to any third party.

1. Specific Terms for Hosts

Before creating a Happening you must have created a full profile. Only then will the Happening submission process and chat system be available.
When creating a Happening on the Portal, you must (i) provide complete and accurate information about the initiatives you are offering (such as description of the intended support, location where this exchange will take place and calendar availability), (ii) disclose any deficiencies, difficulties and restrictions inherent to the place or position and requirements that apply (such as a minimum Fellow age, skills or permits to join a Happening); and (iii) provide any other relevant information requested by Fellows. You are responsible for keeping your Happening information updated at all times (including calendar availability).
You are exclusively responsible for setting the terms of your Happening. Upon a join request from the Fellow and your acceptance thereof, you must directly and solely communicate with the Fellow to address any additional conditions, details, or agreements regarding the Happening.

AnytermsandconditionsincludedinyourHappening,especiallyregarding cancellations, shall not conflict with these Terms.
TheplacementandrankofHappeninginsearchresultsonPortalmayvary depending on a variety of factors, such as Fellow’s preferences and search parameters, Host requirements, calendar availability and position description, number and quality of the images, cancellation history, comments, ratings and reviews.

4. Specific Terms for Fellows

Before sending a join request for a Happening you must have created a full profile. Only then will the Happening booking process and chat system and be available.
Upon receipt of a join confirmation by the Host, there's the possibility of message exchanging between the Fellow and the Host, from where they are free in respect to their respective free will, to establish any additional terms and conditions that they believe is necessary.
Fellows who are registered and accepted to a Happening will be automatically added to a group chat, facilitating communication between Host(s) and Fellow(s).

5. Communications with Local Happinez.

By creating an Account, you electronically agree to accept and receive communications from Local Happinez, Third-Party Providers or third parties providing services to Local Happinez including via email, text message, WhatsApp, calls, in-app communications, and push notifications to the telephone number(s) or email addresses you provided to Local Happinez. You may also receive communications generated by automatic telephone dialing systems and/or which will deliver prerecorded messages sent by or on behalf of Local Happinez, and/or Third-Party Providers, including but not limited to communications concerning requests placed through your Account on the Services. Message and data rates may apply.

6. Responsibility

You have sole responsibility when interacting with other Users. Our Services provide a Portal for Users and Visitors to learn about one another, engage in activities and communicate with one another. Local Happinez is not a party to, has no involvement or interest in, makes no representations or warranties as to, and has no responsibility or liability with respect to any communications, transactions, interactions, disputes or any relations whatsoever between you and any other User, person or organization. You are solely responsible for your interactions with other Users of our Services. We reserve the right, but have no obligation, to monitor interactions between you and other Users of our Services.
Local Happinez’ Services is a Portal that enables you to communicate and interact with other people around the world. Local Happinez is not responsible for the interactions that you have with other Users, so please use good judgment and keep safety in mind when you use our Services.
Identity Verification. Local Happinez cannot and do not confirm each User’s identity. You are solely responsible for determining the identity and suitability of others with whom you may interact through our Services. Local Happinez does not represent or warrant that our tools are sufficient to determine whether it is appropriate for you to interact with another User. Further, we do not endorse any persons who use or register for our Services. We do not investigate or verify any User’s reputation, conduct, morality, criminal background, or any information Users may submit to the Services. We encourage you to take precautions when interacting with other Users, particularly when meeting a stranger in person for the first time.
Happenings. Hosts organize Happenings for Fellows who support these projects at their own risk. In addition, Local Happinez is not responsible nor liable for any outcome, accident, theft, damage and or any other incident that might occur during these projects. Both Fellows and Hosts are responsible for having the correct insurances to cover any of these.
External Arrangements. Any arrangement between Fellow and Host made outside the platform (such as financial and material aid), is for the Fellow to

agree upon. If the Fellow does not agree, immediately report to Local Happinez for platform quality measures to be taken.

Legal arrangements. Local Happinez is not responsible for documentation, travel or health insurance, visas or local legislation, and it is the responsibility of the Fellow to prepare their own documentation;
Release. Because our Services are merely a platform, in the event that you have a dispute with one or more Users, to the fullest extent permitted by applicable law you release us (and our officers, directors, members, employees, agents and affiliates) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

7. Changes, Cancellations and Resolutions Center

Hosts and Fellows are responsible for any changes to the Happening that they make through the Portal or directly between them. Local Happinez is not responsible for confirmations, cancellations and other combinations made within or outside its Portal;
Fellows and Hosts may cancel a booking by following the cancel procedure or, if it is after the allowed cancellation period, by using the chat functionality to communicate directly with each other;
Users always need to provide reasons for cancellation;
The information that a Happening or Fellowship has been canceled will be registered in the Administration Dashboard. Part of the cancellation process is to write a response to clarify the reason for the cancellation;
In the event of repeated cancellations, Local Happinez will evaluate the situation and may deactivate the profile of the User;
In case of extenuating circumstances, such as natural disasters, endemic diseases, medical reasons, serious damage to the location of the Happening or changes in the visa or passport requirements of the country, the User is exempted from 7.5;

Local Happinez is not responsible nor covers any costs involved, directly and indirectly, in organizing, joining or cancelling a Happening and/or Booking;
Inanycircumstance,LocalHappinezmaydecide,initssolediscretion,that it is necessary to make changes or decline a submitted Happening or Booking.

8. Rating and Reviews

Within a certain period of time after completing a Happening both Fellow and Host leave a public review ("Review") and make a star rating ("Rating";) about each other. Ratings and Reviews reflect the opinions of individual Users and do not reflect the opinion of Local Happinez. Ratings and Reviews are not checked by Local Happinez for accuracy and may be incorrect or misleading.
Ratings and Reviews made by Fellows and Hosts must be accurate and may not contain any defamatory or offensive language. Ratings and Reviews are subject and agree to these terms.
Users are prohibited from manipulating the Rating and Review system in any way, such as instructing a third party to write a positive or negative review about the other User.
RatingsandReviewsarepartofaUser'spublicprofileandmayalsoappear elsewhere in the Local Happinez Platform (such as on the Happening page) along with other relevant information such as number of bookings, number of cancellations, average response and other information.

9. Damage to Accommodations, Member Litigation

Local Happinez shall not be liable for damages, actions or omissions of Users, arising from combinations made directly between Users; Local Happinez only connects Fellows to Hosts.
As a Fellow, you are responsible for leaving the location of the Happening (including any personal property or other property located on the Happening) as it was when you arrived.

10. User conduct and content

The Services include interactive areas where you or other Users can create, post or store content, messages, materials, data, information, text, music, sound, photos, videos, graphics or other items or materials on the Services (collectively, “User Content”). You are solely responsible for your use of such interactive areas and agree that your use of these areas is at your own risk.
User Content Restrictions. You are solely responsible for any User Content that you submit, post or transmit via our Services. You agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Services, User Content that we believe, in our sole discretion:

(a) is unlawful, libelous, defamatory, harassing, threatening, invasive of privacy or publicity rights, or that would otherwise create liability or violate any local, state, national or international law;

(b) contains nudity, sexually explicit content or is otherwise obscene, pornographic, indecent, lewd, suggestive or sexually exploitative of minors;

(c) may disparage any ethnic, racial, sexual or religious group by stereotypical depiction or is otherwise abusive or inflammatory;

(d) depicts the use of illicit drugs;
(e) contains offensive language or images or is otherwise objectionable;

(f) incites violence or characterizes violence as acceptable, glamorous or desirable;

(g) contains unsolicited promotions, political campaigning, advertising or solicitations, without our prior written consent;

(h) contains private or personal information about another person, unless such person has agreed to the disclosure of this information;

(i) contains viruses, corrupted data or other harmful, disruptive or destructive file viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;

(j) may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. By posting User Content, you represent and warrant that you have the lawful right to distribute and reproduce such User Content; or

(k) would constitute, encourage or provide instructions for a criminal offense or violate the rights of any third party. Local Happinez is not responsible for any User Content that you or other Users post, transmit or store through the Services. We have no obligation to post User Content from you or anyone else and we may, in our sole discretion, edit, remove or delete any User Content without notice. If you become aware of User Content that violates these Terms, you may notify of us such content by using the reporting tools provided on our Services. Enforcement of these Terms, however, is solely in our discretion and the absence of enforcement in some instances does not waive of our right to enforce the Terms in other instances. In addition, these Terms do not create a private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules.

3. User Conduct. By accessing or using the Services, you agree to act responsibly, exercise good judgment and comply with the Community Guidelines. In addition, you agree not to:

(a) use the Services in violation of any applicable law or regulation, including promoting or encouraging any illegal activity;

(b) infringe the rights of any third party, including without limitation, intellectual property, privacy, publicity or contractual rights;

(c) use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other Users from fully enjoying the Services or

that could damage, disable, overburden or impair the functioning of the Services in any manner;

(d) use our Services in connection with the distribution of spam (which we define as unsolicited bulk e-mail or any other unsolicited messages of a commercial, religious, romantic, political or other nature not within the intended purposes of the Services);

(e) stalk, intimidate, threaten or otherwise harass or cause discomfort to any other User of our Services;

(f) collect or store any information about any other User other than as permitted on our Services;

(g) use our Services for any commercial purpose whatsoever, unless with prior written consent from Local Happinez;

(h) register for more than one User account;

(i) impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity, whether by providing or omitting to provide information;

(j) circumvent or attempt to defeat any security or verification measure relating to use of the Services;

(k) hold yourself out as an agent, representative, employee or affiliate of Local Happinez, including but not limited to when you host an event for other Local Happinez Users or sign up to be a Local Happinez Ambassador; or

(l) assist any third party in doing any of the foregoing.

4. User Content License. You own all of the User Content that you post to our Services. If you post User Content to our Services, you hereby grant us a perpetual (i.e. lasting forever), worldwide, irrevocable, non-exclusive, royalty-free and fully sublicensable (i.e. we can grant this right to others) license to use, reproduce, display, perform, adapt, modify, create derivative

works from, distribute, have distributed and promote such User Content in any form, in all media now known or hereinafter created (including in emails or other communications to our Users) to administer, operate, develop and otherwise provide the Local Happinez Services. You represent and warrant that (a) you own and control all of the rights to the User Content that you post or you otherwise have the right to post such User Content to the Services; (b) the User Content is accurate and not misleading; and (c) the use and posting of the User Content you supply does not violate these Terms and will not violate any rights of or cause injury to any person or entity. You own the User Content that you post to our Services. If User Content contains information about you, our Privacy Policy will apply, and we encourage you to review this policy for information about how we can use and share such information.

11. Inquiries and feedback

1. Separate and apart from User Content, we welcome questions, comments, suggestions and ideas about Local Happinez and our Services (“Inquiries”). If you provide an Inquiry, whether by email or otherwise, you agree that it is non-confidential (unless Local Happinez states otherwise in writing) and shall become the sole property of Local Happinez. Local Happinez shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of Inquiries for any purpose, commercial or otherwise. You acknowledge that Local Happinez is not obligated to provide acknowledgment or compensation to you in exchange for Inquiries.

12. Copyright and limited license

1. Unless otherwise indicated, the Services and all content and other materials on the Services, including, without limitation, the Local Happinez logo, and all designs, text, graphics, pictures, videos, information, data, software, sound files and other files, and the selection and arrangement thereof, (collectively, the “Local Happinez Materials”) are the proprietary property of

Local Happinez or our licensors and are protected by Dutch and international copyright laws.

2. You are granted a limited, non-exclusive and non-sublicensable license to access and use the Services and Local Happinez Materials; however, such license is subject to these Terms and does not include: (a) any resale or commercial use of the Services or the Local Happinez Materials; (b) the distribution, public performance or public display of any Local Happinez Materials; (c) modifying or otherwise making any derivative uses of the Services and the Local Happinez Materials, or any portion thereof, unless modification or derivative use is specifically permitted under applicable law or provided for under separate terms; (d) use of any data mining, robots or similar data gathering or extraction methods; (e) downloading (other than the page caching) of any portion of the Services, the Local Happinez Materials or any information contained therein, except as expressly permitted on the Services; or (f) any use of the Services or the Local Happinez Materials other than for their intended purposes. Any use of the Services or the Local Happinez Materials other than as specifically authorized herein, without the prior written permission of Local Happinez, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.

13. Repeat infringer policy

1. In accordance with the Dutch Copyright Act and other applicable law, Local Happinez has adopted a policy of terminating, in appropriate circumstances and in Local Happinez’s sole discretion, Users who are deemed to be repeat infringers. Local Happinez may also, in our sole discretion, limit access to the Services and/or terminate the accounts of any Users who we believe may infringe any intellectual property rights of others, whether or not there is any repeat infringement.

14.Copyright complaints

1. If you believe that anything on the Services infringes upon any copyright which you own or control, you may file a notification of such infringement with Local Happinez.

Local Happinez BV

support@localhappinez.com

You should note that if you knowingly misrepresent in your notification that the material or activity is infringing, you will be liable for any damages, including costs and attorneys’ fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.

15. Trademarks

“Local Happinez,” the Local Happinez logos and any other Local Happinez service name or slogan contained on the Services are trademarks of Local Happinez and may not be copied, imitated or used, in whole or in part, without the prior written permission of Local Happinez or the applicable trademark holder. You may not use any metatags or any other “hidden text” utilizing “Local Happinez” or any other name, trademark or product or service name of Local Happinez without our prior written permission. In addition, the look and feel of the Services, including all page headers, custom graphics, button icons and scripts, are the service mark, trademark and/or trade dress of Local Happinez and may not be copied, imitated or used, in whole or in part, without our prior written permission.
Our logo and the term “Local Happinez”, as well as other terms and visual elements that you might see throughout the Local Happinez Services, are protected trademarks. However, we do support Users using these trademarks in appropriate ways, such as to make your own T-shirts or to create local Local Happinez community social media pages.

16. Hyperlinks

1. You are granted a limited, non-exclusive right to create a text hyperlink to the Services, provided such link does not portray Local Happinez or any of our services in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use a Local Happinez logo or other proprietary graphic of Local Happinez to link to the Services without the express written permission of Local Happinez. Further, you may not use, frame or utilize framing techniques to enclose any Local Happinez trademark, logo or other proprietary information, including the images found on the Services, the content of any text or the layout/design of any page or form contained on a page of the Services without Local Happinez’s express written consent. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or other proprietary right of Local Happinez or any third party.

17. Third-party content

1. In using our Services, you may be exposed to content from other Users or third parties (“Third-Party Content”), either on our Services or through links to third-party websites. We do not control, endorse or adopt any Third-Party Content and shall have no responsibility for Third-Party Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable. You must evaluate, and bear all risks associated with, Third-Party Content, including without limitation, profiles of other Users of our Services. We incorporate Google Maps into the Services as a convenience to you. By using this feature of the Services, you agree to be bound by Google’s Terms of Use.

18. Termination

1. If you are in breach of these Terms, or any other policies or community standards we have in place from time to time, we may, in our discretion at

any time: (a) terminate your access to our Services, (b) deactivate or delete your account and all related information and files in such account and/or (c) bar your access to any of such files or Services. In any of these instances, you are not permitted to register for another Local Happinez account without our prior written permission.

2. In rare circumstances, when we feel it is necessary to protect the safety or the well-being of the Local Happinez community, we will remove a User’s account from our Services. We don’t take this decision lightly, but it is sometimes required.

19.Discontinuance of services

1. We may, in our discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of our Services.

20. Users’s representations and warranties

You hereby represent and warrant that you have the full power and authority to enter into and perform under these Terms. If you are using our Services on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf.
You hereby represent and warrant that you will use our Services in a manner consistent with any and all applicable local, state, national and international laws and regulations.
You hereby represent and warrant that you will not use the Services if the laws of your country prohibit you from doing so in accordance with these Terms (for example, if you are not allowed to provide the types of personal information that we require or if you are prohibited from participating in certain Internet activity). By using the Services, you represent and warrant that such use will not violate, or cause us to violate, the laws of your country.

21. Disclaimer of warranties

If you use our services, you do so at your sole risk. Our services are provided on an “as is” and “as available” basis. To the fullest extent permitted by applicable law, we expressly disclaim, and you waive, all other warranties of any kind, whether express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non- infringement as to the services, including the information, content and materials contained therein.
We do not represent or warrant that (a) our services will meet your requirements; (b) our services will be uninterrupted, timely, secure, or error- free; (c) any information that you may obtain through our services will be accurate or reliable; (d) the quality of any products, services, information or other material purchased or obtained by you through our services will meet your expectations; (e) any information you provide or we collect will not be disclosed to third parties; or (f) any errors in any data or software will be corrected.
If you access or transmit any content through the use of our services, you do so at your own discretion and your sole risk. You are solely responsible for any loss or damage arising out of such access or transmission; therefore, you should use industry-recognized software to detect and disinfect viruses from any download.
Nodata,informationoradviceobtainedbyyouinoralorwrittenformfrom us or through or from our services will create any warranty not expressly stated in these terms.

22. Limits on liability

1. Subject to applicable law, in no event shall local happinez, or our directors, members, employees or agents be liable for any special, indirect or consequential damages, including, but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, even if we have been advised of the possibility of such damages, arising from or relating to: (a) the use or inability to use our services; (b) the cost of replacement of any goods,

services or information purchased or obtained as a result of any information obtained from or transactions entered into through or from our services; (c) disclosure of, unauthorized access to or alteration of your content; (d) damages for loss or corruption of data or programs, service interruptions or procurement of substitute services, even if we know or have been advised of the possibility of such damages; (e) statements, conduct or omissions of any service providers or other third party on our services; (f) your or anyone else’s conduct or acts in connection with the use of the services; or (g) any other matter arising from, relating to or connected with our services or these terms.

We shall not be liable for any failure or delay in performing under these terms, whether or not such failure or delay is due to causes beyond our reasonable control.
In no event will our aggregate liability to you or any third party in any matter arising from or relating to our services or these terms exceed the sum of one hundred us dollars ($100).
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of sections 16 and 17 may not apply to you.

notwithstanding anything to the contrary in these terms, nothing in these terms excludes or limits our liability for death or personal injury caused by our negligence or for fraud.

23. Indemnity

1. You shall defend, indemnify and hold harmless Local Happinez (and each of our officers, directors, members, employees, agents and affiliates) from any claim, demand, action, damage, theft, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out of or relating to (a) your use of our Services; (b) any User Content or Inquiries you provide; (c) your violation of these Terms; (d) your violation of any rights of another; or (e) your conduct in connection with the Services. Further, if you are using the Services on behalf of any entity, you represent and warrant that such entity

agrees to indemnify you and Local Happinez for violations of these Terms in accordance with this Section. If you are obligated to indemnify us, we will have the right, in our sole and unfettered discretion, to control any action or proceeding and determine whether we wish to settle it, and if so, on what terms.

24. Reporting misconduct

1. If you interact with anyone through our Services who you feel is acting or has acted inappropriately, including but not limited to offensive, violent or sexually inappropriate behavior, who steals from you or engages in any other disturbing conduct, we strongly encourage you to immediately report such person to the appropriate authorities and to us by contacting us using the report functionality in the Portal. Please note that although we encourage you to report misconduct, we are not responsible or liable for our Users’ actions, and we are not obligated to take any action.

25. Disputes

1. Please read the following paragraph carefully because it requires you to arbitrate disputes with Local Happinez and it limits the manner in which you can seek relief. You and Local Happinez agree to arbitrate any dispute arising from these terms or relating to the services, except that you and Local Happinez are not required to arbitrate any dispute in which either party seeks equitable or other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents. Subject to any rights you may have under applicable law, arbitration prevents you from suing in court. You and Local Happinez agree that you will notify each other of any dispute within thirty (30) days of when it arises, that you will attempt informal resolution prior to any demand for arbitration, that any arbitration will occur in Amsterdam, the Netherlands and that arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Nederlands Arbitrage Instituut (nai). You and Local Happinez also agree that the court of Amsterdam have exclusive jurisdiction over any appeals of an arbitration award and over any suit

between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Whether the dispute is heard in arbitration or in court, you and Local Happinez will not commence against the other a class action, class arbitration or other representative action or proceeding.

26. Miscellaneous

Assignment. You may not assign any of your rights or obligations under these Terms without prior written consent from Local Happinez. Local Happinez may assign any or all of its rights under these Terms, in whole or in part, without obtaining your consent or approval.
Entire Agreement. These Terms contain the entire agreement, and supersede all prior and contemporaneous understandings, between the parties regarding their subject matter.
Waiver. Our failure or delay in exercising any right, power or privilege under these Terms shall not operate as a waiver thereof.
Severability.TheinvalidityorunenforceabilityofanyoftheseTermsshallnot affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.
Headings. Headings of sections are for convenience only and shall not be used to limit or construe such sections.