Terms of service

COMPANY INFORMATION
1.1. HappyGift
HappyGift is a gift voucher purchasing and management platform. Through our platform, mobile apps and services, we enable our customers to sell and supply gift vouchers to people and to facilitate the redemption and management of those gift vouchers.

You are entering into these Terms of Service with:

Happy Group Holdings Pty Ltd atf Happy Group Trust t/a HappyGift ABN (“HappyGift”, “we”, “us”)

Our ABN is: 41 542 170 895.

Our principal place of business is:
Suite 17, 1 Chaplin Drive
Lane Cove West NSW 2066 Australia

1.2. The Services
HappyGift’s websites and domains, including happygift.com.au, and all of the webpages, subdomains, country level domain variants and subparts of those websites (collectively, the “Website”), all of the services available on or through the Website or otherwise provided by us (including our application programming interfaces), and all of our mobile applications, offered, maintained and provided by HappyGift are collectively referred to as our “Services.”

1.3. Users
Through the Services, HappyGift provides a means for registered users (“Merchants”) to sell, supply, and manage gift vouchers for their goods and services to their customers (“Visitors”). We refer to Merchants, Visitors and other visitors and browsers of the Services collectively as “Users”.

OUR TERMS OF SERVICE
2.1. Terms of Service Agreement

The following pages contain our Terms of Service Agreement (“Terms of Service”). The Terms of Service sets forth the terms and conditions upon which Merchants can use the Services to sell, supply, and manage gift vouchers. By accepting the Terms of Service, you agree to the terms of this Terms of Service without modification and enter into a binding contract with HappyGift, which will be applicable when and if you use the Services to sell, supply, and manage gift vouchers. In addition to the Sections below, these Terms of Service include and incorporate by reference the following agreements, terms, policies, requirements and guidelines:
• our Website Terms and Conditions which is available on our website at happygift.com.au;
• our Website Privacy Policy which is available on our website at happygift.com.au;

YOUR ACCEPTANCE.
3.1. Binding Agreement
You agree to these Terms of Service and you enter into a binding contract with HappyGift either when you sign up for a registered account by clicking “Sign Up,” “Register Now,” “Get Started” or similar buttons, or through another method such as a signed agreement. If you will be using the Services on behalf of an entity, you agree to these Terms of Service on behalf of that entity and its affiliates and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that entity. If you do not have such authority, or if you do not agree to any portion of these Terms of Service, do not use or access the Services.

3.2. Modifications
HappyGift reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of these Terms of Service (or any of the agreements that make up these Terms of Service) at any time (collectively, “Modifications”). Modifications to these Terms of Service will be posted to the HappyGift website. In certain circumstances HappyGift may provide you with additional notice of such Modifications, via email or with in-Service notifications. Modifications will be effective thirty (30) days following the “Updated” date or such other date as communicated in any other notice to you, except that changes addressing new functions of the Services or which do not impose any additional burdens or obligations on you will be effective immediately. It is your responsibility to check our Terms of Service periodically for Modifications. Your continued use of the Services following the effectiveness of any Modifications to these Terms of Service constitutes acceptance of those Modifications as well. If any Modification to these Terms of Service is not acceptable to you, you must cease accessing, browsing and otherwise using the Services. Other than as set forth in this paragraph, these Terms of Service may only be modified through a written Addendum Agreement or Digital Platform Agreement, signed by you and approved by an authorised officer of HappyGift.

TERM; TERMINATION
4.1. Term
These Terms of Service are effective upon your Acceptance as set forth under Section 3.1 above and continue in effect until terminated.

4.2. Termination by HappyGift
Except to the extent we have agreed otherwise in a separate written Addendum Agreement or Digital Platform Agreement between you and an authorised officer of HappyGift, HappyGift may terminate your right to use the Services at any time for (a) your violation or breach of these Terms of Service; (b) your misuse or abuse of the Services; or (c) if allowing you to access and use the Services would violate any applicable local, state, provincial, national and other laws, rules and regulations or would expose HappyGift to legal liability. We will use reasonable efforts to provide you notice of any such termination. Further, you agree that HappyGift shall not be liable to you or any third-party for any such termination of your right to use or otherwise access the Services.

4.3. Termination by You
Except to the extent you have agreed otherwise in a separate written Addendum Agreement or Digital Platform Agreement between you and an authorised officer of HappyGift, after the Commencement Date you may terminate your access to the Services and these Terms of Service by the giving of 30 days written notice to HappyGift. Between the Trial Start Date and the Commencement Date you may terminate your access to the Services and these Terms of Service by the giving of 1 business day written notice to HappyGift. Emailing hello@happygift.com.au with your intention to terminate will constitute the giving of written notice provided that HappyGift has confirmed receiving such an email by return email to you. In the event there is a separate agreement between you and HappyGift governing your use of the Services and that agreement terminates or expires, these Terms of Service (as unmodified by such agreement) shall govern your use of the Services unless and until your account has been terminated.

4.4. Survival of Terms
All provisions of these Terms of Service that by their nature should survive termination of these Terms of Service shall survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, agreements to arbitrate, choices of law and judicial forum and intellectual property protections and licenses).

PAYMENT METHODS; PAYMENT PROCESS
5.1 Overview
(a) Payment Methods
HappyGift website uses Stripe to facilitate the sale of the Merchant’s gift vouchers or other products or services (“Goods”). To use HappyGift’s Services to sell Goods, the Merchant must have an active Stripe account and must provide to HappyGift the details of the Stripe account as reasonably required by HappyGift to be able to provide the Services. This includes, but may not be limited to:
(i) API keys
(ii) developer access to the Merchant’s Stripe account

(b) HappyGift’s Role
For the avoidance of doubt, HappyGift does not and will not provide banking, deposit taking, stored value, insurance or any other financial services to a Merchant. The Merchant is subject to the rules and regulations of Stripe. HappyGift is not responsible for and the Merchant has no claim toward HappyGift for any sales and financial transactions facilitated via the Website and the Services.

(c) Confirmations
Upon a successful order being placed by a User through HappyGift, HappyGift generates a confirmation message and issues a unique voucher number for such User’s order. It is the Merchant’s responsibility to verify an User’s order and its validity, including whether payment was successfully received by the Merchant and it is the Merchant’s decision whether to honour a User’s order.

(d) Fees
The Merchant agrees to pay HappyGift all applicable subscription fees (the “HappyGift Subscription Fee”), processing fees for each valid order and voucher issued (excluding complimentary vouchers) via the Services (the “HappyGift Processing Fee”), as well as fees for shipping or postage for applicable orders (the “HappyGift Shipping Fee”). The HappyGift Subscription Fee, HappyGift Processing Fee, and HappyGift Shipping Fee are subject to change from time to time with respect to transactions that occur following the change. In addition, the Merchant may from time to time request additional Services from HappyGift, including without limitation, marketing and promotion services, printing and shipping services, custom development, and dedicated account management, which HappyGift may provide at its discretion and the terms of which will be covered by a separate written agreement. Fees for such other Services (the “Other Fees”) will be disclosed to the Merchant prior to the Merchant’s acceptance of such Services. The HappyGift Subscription Fee, the HappyGift Processing Fee, the HappyGift Shipping Fee, and the Other Fees (including Setup Fee if any) are referred to herein as the “Fees.”

(e) Trial Period
All fees are payable from the Trial Start Date except the HappyGift Subscription Fee which is payable from the Commencement Date.

5.2. Facilitated Payment Processing
(a) Independent Relationship
Merchants and Users effect the applicable payment transaction through a third party service and are bound by the applicable terms of use governing such service. The Merchant will collect all payments for orders through the applicable third party service and HappyGift accepts no obligation or liability with respect to such collection or the performance or nonperformance of such third party service.

(b) Invoices
Invoices are sent to Merchants monthly for HappyGift Processing Fees and HappyGift Shipping Fees incurred in the previous month. All invoices are due and payable seven (7) days after delivery of the invoice and will be deducted automatically from the Merchant’s nominated credit card. HappyGift Subscription Fees are payable in advance and invoices will be provided in each calendar month for the HappyGift Subscription Fee for that calendar month. The HappyGift Subscription Fee will be deducted automatically from the Merchant’s nominated credit card each calendar month.

5.3 Refunds
(a) Refund Dispute
All purchases and financial transactions in respect to Users are between the Merchant and the User. All payment transactions are made to the Merchant directly via the payment processor. All refunds and disputes regarding refunds are between the Merchant and the User. In the event of a dispute, HappyGift may try to mediate, but ultimately it is the Merchant’s obligation to settle the dispute. Under no circumstances will HappyGift provide a refund to a User.

5.4 Non-Exclusive Remedies; Taxes
(a) Non-Exclusive Remedies
In the event that the Merchant fails to pay to HappyGift any amount owed pursuant to the Terms of Service (including without limitation this Merchant Agreement) when due and following a late payment notice being delivered by HappyGift, such amount shall bear interest calculated from the date due until paid in full at a rate equal to the lesser of (i) one percent (1%) per month, compounded monthly; and (ii) the maximum amount permitted by applicable local, state, provincial, national or other laws, rules or regulations. In the event any amounts are owed by Merchant to HappyGift under the Terms of Service (including without limitation this Merchant Agreement), HappyGift may, without limiting its other rights and remedies and to the extent permitted by applicable local, state, provincial, national or other laws, rules or regulations, send an invoice to the Merchant for such amounts. The Merchant shall pay HappyGift such invoiced amounts within thirty (30) days after the date of the invoice. If payment for any amounts due to HappyGift hereunder is not made by the Merchant when due and after receiving a late payment notice from HappyGift, HappyGift reserves the right, in its discretion and without limiting its other rights and remedies, to suspend or terminate the Merchant’s registration for the Services (including any and all accounts that Merchant may have).

(b) Costs of Collection
The Merchant agrees to promptly and fully reimburse HappyGift upon demand for all out-of-pocket costs and expenses, including without limitation, reasonable attorneys’ fees and expenses, incurred by HappyGift in collecting past due amounts from the Merchant under this Merchant Agreement, the Terms of Service or otherwise.

(c) Taxes
i. You are solely responsible for determining which, if any, sales, use, amusement, value added, consumption, excise and other taxes, duties, levies and charges (collectively, “Taxes”) apply to your use of the Services and you agree that it is your sole responsibility to, and that you will, collect, remit and report the correct amounts of all such Taxes to the applicable governmental authorities, even if HappyGift provides you with tax tools or tax calculators that assist you in doing so. HappyGift does not represent, warrant or guarantee that any tax tools or tax calculators provided to you will meet all tax requirements that may be applicable to you or that such tax tools or tax calculators will result in your collection or remittance of all applicable Taxes, which Taxes may vary based on the nature of your Goods, the nature of your tax status (individual, entity, business, consumer, etc.), your location, the location of any Visitors, credits and deductions for which you may qualify and other factors, and you hereby release HappyGift of any and all liability with respect to your use of the tax tools and/or tax calculators. None of such tax tools or tax calculators should be considered legal or tax advice. If you use any tax tools or tax calculators that require you to input a tax registration number, you represent and warrant that such tax registration number is true and correct. HappyGift cannot give you legal or tax advice, so please be sure to check with your own tax advisor about any applicable Taxes. In the event that a governmental authority requires HappyGift to pay any Taxes attributable to your use of the Services, you agree to promptly and fully reimburse HappyGift for such Taxes upon demand and all costs, penalties, interest and expenses related thereto.

ii. All Fees charged by HappyGift do not include any Taxes except to the extent that a Tax is expressly set forth in the applicable invoice or billing statement, and you agree to pay any Taxes that are imposed and payable on such Fees (other than those calculated based on HappyGift’s net income) to HappyGift. If you are outside of Australia, you may be required to self-assess certain indirect Taxes on our Fees (or certain portions of our Fees) under the applicable reverse charge procedure on your indirect tax returns.

REPRESENTATIONS AND WARRANTIES
6.1 Representations and Warranties
In addition to the representations and warranties contained herein, you represent and warrant to us that (a) if you represent an entity, that entity is duly organised, validly existing and in good standing under the laws of the state, province or country of its formation; (b) you, or the entity you represent (if applicable), have all requisite power and authority to enter into this Agreement and to carry out the transactions contemplated hereby; (c) the entering into and performing of this Agreement by you, or if you represent an entity by the entity you represent, will not result in any breach of, or constitute default under, any applicable local, state, provincial, national or other law, rule, regulation, judgment or order, or other agreement to which you or it is a party, and (d) if you represent an entity, you have the full right, legal power and actual authority to bind such entity to the terms and conditions hereof.

SPECIAL TERMS FOR INTERNATIONAL USE
7.1. US Laws
The Services are subject to United States export controls and economic sanctions laws. In accepting these Terms of Service you represent and warrant that:

(a) you are not located in, and you are not a national or resident of, any country to which the United States, United Kingdom, European Union, Australia or Canada has embargoed goods and/or services of the same type as the Services (“Restricted Countries”), including without limitation, Cuba, Iran, North Korea, Sudan or Syria; and

(b) you are not a person or entity, or owned by, under the control of, or affiliated with, a person or entity (i) that appears on the U.S. Office of Foreign Assets Control’s Specially Designated Nationals List, Foreign Sanctions Evaders List or Palestinian Legislative Council List; (ii) that appears on the U.S. Department of State’s Terrorist Exclusion List; (iii) that appears on the Bureau of Industry and Security’s Denied Persons, Entity or Unverified List; (iv) that appears on the Consolidated List of Targets published by the U.K. HM Treasury; (v) that appears on the Consolidated List published by the A.U. Department of Foreign Affairs and Trade; (vi) that is subject to sanctions in any other country; or (vii) that is engaged in the design, development or production of nuclear, biological or chemical weapons, missiles or unmanned aerial vehicles.

In respect of our Services relating to gift vouchers, you acknowledge and agree that:

(a) you are responsible with complying with all laws applicable to the offer, sale and redemption of, and relating to unused, gift vouchers; and

(b) to the extent permitted by law, HappyGift has no liability (and you hereby release HappyGift from and indemnify HappyGift against any and all claims and liability) arising from the marketing, offer, sale, use (and non-use) and redemption of gift vouchers.

7.2. Australian Users
If you are a User located in Australia and constitute a Consumer under the Australian Consumer Law while using the Services, then the following changes to the Terms of Service apply to you:

To the extent permitted by the Australian Consumer Law, HappyGift hereby expressly disclaims all warranties of any kind, express or implied, including, but not limited to, implied warranties of merchantability, title, non-infringement and fitness for a particular purpose. Nothing herein is intended to remove your rights to statutory guarantees provided by the Australian Consumer Laws to the extent such statutory guarantees are applicable. HappyGift uses commercially reasonable efforts to ensure that the Services are available without interruptions and transmissions are error-free. However, by the nature of the Internet, this cannot be guaranteed. In addition, HappyGift may take some or all of the Services down for planned repair or maintenance from time to time. HappyGift will use commercially reasonable efforts to notify you prior to such planned repairs or maintenance. HappyGift does not assume any responsibility for the content, products, services, actions or inactions of any User or third party. You acknowledge that HappyGift has no control over and does not guarantee the quality, safety or legality of products or services advertised, the truth or accuracy of any Merchant’s content or listings, or the ability of any User (including Merchants or Visitors) to perform or actually complete a transaction and HappyGift is not affiliated with, and has no agency or employment relationship with, any third party service provider used in conjunction with the Services, and HappyGift has no responsibility for the acts or omissions of any such third party. However, HappyGift wants its customers to report any such misconduct in connection with the Services by contacting us.

WARRANTIES
8.1. Indemnification
You agree to defend, indemnify and hold HappyGift, and its affiliates and subsidiaries, and each of its and their respective officers, directors, agents, co-branders, licensors, payment processing partners, other partners and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys’ and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise) or investigation made by any third party (each a “Claim”) due to or arising out of: (a) your breach of these Terms of Service; (b) your improper use of the Services; (c) your breach of any applicable local, state, provincial, national or other law, rule or regulation or the rights of any third party; or (d) your products and services or the fact that HappyGift was providing Services with respect to those products and services, provided that in the case of (d), this indemnification shall not apply to the extent that the Claim arises out of HappyGift’s gross negligence or willful misconduct. HappyGift shall provide notice to you of any such Claim, provided that the failure or delay by HappyGift in providing such notice shall not limit your obligations hereunder except to the extent you are materially disadvantaged by such failure.

8.2. Disclaimer of Warranties
To the extent permitted by applicable laws, the services are provided on an “as is” and “as available” basis. HappyGift hereby expressly disclaims all warranties of any kind, express or implied, including, but not limited to, implied warranties of merchantability, title, non-infringement and fitness for a particular purpose. By way of example, HappyGift makes no warranty that (a) the services (or any portion of the services) will meet your requirements or expectations; (b) the services will be uninterrupted, timely, secure, or error-free; or (c) the results that may be obtained from the use of the services will be accurate or reliable. You acknowledge that HappyGift has no control over and does not guarantee the quality, safety or legality of products and services advertised, the truth or accuracy of any users’ content or listings or the ability of any user to perform or actually complete a transaction and HappyGift is not affiliated with, and has no agency or employment relationship with, any third party service provider used in conjunction with the services, and HappyGift has no responsibility for, and hereby disclaims all liability arising from, the acts or omissions of any such third parties.
Nothing in these terms of service is intended to exclude or limit any condition, warranty, right or liability which may not be lawfully excluded or limited. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by willful acts, negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only those liability and other limitations which are lawful in your jurisdiction (if any) will apply to you and our liability is limited to the maximum extent permitted by law.
8.3. Limitation of Liability
To the extent permitted by applicable laws, HappyGift, and its affiliates and subsidiaries, and each of its and their respective officers, directors, agents, co-branders, licensors, payment processing partners, other partners, employees and any applicable card schemes, shall not be liable under any circumstances or under any legal theory, whether in tort, contract, or otherwise, with respect to the services, or any other subject matter of these terms of service, for: (a) any indirect, incidental, special, consequential, punitive or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if HappyGift has been advised of the possibility of such damages), (b) the cost of procurement of substitute services, (c) any of your content (as defined in the terms of use) or any content of any other user of the services, or (d) any matters beyond HappyGift’s reasonable control. In addition, the maximum aggregate liability of HappyGift, its payment processing partners, licensors and any applicable card schemes for all damages, losses, liabilities, costs and expenses under any legal theory, whether in tort, contract, or otherwise, with respect to, arising out of or related to the services, or any other subject matter of these terms of service, including without limitation the terms of use, the merchant agreement and any other part of these terms of service, shall be limited to the fees (net of HappyGift payment processing fees) that you paid us in the three (3) month period immediately preceding the circumstances giving rise to your claim.
Nothing in these terms of service is intended to exclude or limit any condition, warranty, right or liability which may not be lawfully excluded or limited. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by willful acts, negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only those liability and other limitations which are lawful in your jurisdiction (if any) will apply to you and our liability is limited to the maximum extent permitted by law.
8.4. Release

HappyGift provides a marketplace in which Merchants and Visitors can transact. However, HappyGift could not function if it were held responsible for the actions or inactions of different parties both on and off the Services. Therefore, as an inducement to HappyGift permitting you to access and use the Services, you hereby agree to release HappyGift, and its affiliates and subsidiaries, and each of its and their respective officers, directors, agents, partners and employees from all damages (whether direct, indirect, incidental, consequential or otherwise), losses, liabilities, costs and expenses of every kind and nature, known and unknown, arising out of or in any way connected with disputes between you and third parties (including other Users) in connection with the Services or any product or service listed on the Services. In addition, you waive any applicable law or statute, which says, in substance:

“a general release does not extend to claims which the releasing party does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the released party.”

8.5. Trademarks
The trademarks, service marks and logos of HappyGift (the “HappyGift Trademarks”) used and displayed in connection with the Services are registered and unregistered trademarks or service marks of HappyGift. Other company, product and service names used in connection with the Services may be trademarks or service marks owned by third parties (the “Third Party Trademarks,” and, collectively with HappyGift Trademarks, the “Trademarks”). The offering of the Services shall not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in connection with the Services without the prior written consent of HappyGift specific for each such use. The Trademarks may not be used to disparage HappyGift, any third party or HappyGift’s or such third party’s products or services, or in any manner that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless HappyGift approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any HappyGift Trademark shall inure to HappyGift’s benefit.

8.6 Patents; Copyrights
The Content (as defined in the Website Terms and Conditions) of the Services is also protected by copyrights owned by HappyGift and/or third parties. Please note that if you copy portions of the Services you are violating these patent rights and copyrights.

8.7 Notices
Notices to you may be sent via either email or regular mail to the address in HappyGift’s records. The Services may also provide notices of changes to these Terms of Service or other matters by displaying notices or links to notices to you generally on the Services. If you wish to contact HappyGift or deliver any notice, you can do so as follows:

HappyGift
PO Box 1328, Lane Cove NSW 1595 Australia
Email: hello@happygift.com.au

8.8. Entire Agreement
These Terms of Service constitute the entire agreement between you and HappyGift and govern your use of the Services, superseding any prior or contemporaneous agreements, proposals, discussions or communications between you and HappyGift on the subject matter hereof, other than any written Digital Platform Agreement, or Addendum Agreement between you and an authorised officer of HappyGift relating to a specified event or events.

8.9. Governing Law and Jurisdiction
Any agreement between you and HappyGift, these Terms of Service and the provision of the Services to you are governed by the laws of the state of New South Wales, Australia, without reference to principles of conflict of laws.

8.10. Waiver; Invalid Provisions
The failure or delay of HappyGift to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. No oral waiver, amendment or modification shall be effective under any circumstance whatsoever. If any provision of these Terms of Service is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service shall remain in full force and effect.

8.11. Titles
Any Section titles in these Terms of Service are for convenience only and have no legal or contractual effect.
8.12. Assignment
We may, without your consent or approval, freely assign these Terms of Service and our rights and obligations under these Terms of Service, whether to an affiliate or to another entity in connection with a corporate transaction or otherwise.

8.13. Relationship
No independent contractor, agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by these Terms of Service, except to the extent expressly set forth in Section 5 of this agreement.

CONFIDENTIALITY AND DATA OWNERSHIP
9.1 Confidentiality
Both parties hold each other’s Confidential Information in strict confidence and may not make or suffer or permit the making of any disclosure (whether direct or indirect) of that information of any part of it without the other’s prior written consent. This specifically relates to fees, reports, financial information, statistics, performance, and the Services.

9.2 Ownership of Data
(a) Ownership of Visitor data, User data, and other data collected or created during use of the Services vests with HappyGift;
(b) HappyGift may at its absolute discretion provide no part, some part, or all of this data to you;
(c) HappyGift may charge a fee to you for providing such data;
(d) In case where HappyGift provides you such data, you agree that your use of the data shall be in compliance with HappyGift’s Website Privacy Policy, the Privacy Act 1988 (Cth) if applicable, and any relevant regulation as may exist in a jurisdiction relevant to your use of the data.

9.3 Ownership. The Website and Services are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Website and Services include trade secrets and information that is confidential and proprietary to HappyGift and you agree to take all necessary actions to protect the confidentiality of such information. All ownership rights in the Website and Services, including any related documentation and any new releases, modifications, and enhancements thereto belong solely to HappyGift and its licensors, if any, including all intellectual property rights therein. The Website and Services are licensed, not sold. Title does not pass to you. There is no implied license, right or interest granted in any copyright, patent, trade secret, trademark, service mark, invention or other intellectual property right. HappyGift hereby expressly reserves all rights in the Website and Services which are not expressly granted to you hereunder. All software that is not owned by HappyGift is protected by its titleholder.