Terms of service

Terms and Conditions of Use and Sale

Last updated: 14 October 2026

NOTICE: PLEASE REVIEW CAREFULLY. THESE TERMS INCLUDE, AT SECTIONS 22 THROUGH 26, A BINDING AGREEMENT TO ARBITRATE, A WAIVER OF CLASS ACTIONS, A WAIVER OF MASS ACTIONS AND A WAIVER OF TRIAL BY JURY, EACH OF WHICH BEARS UPON YOUR LEGAL RIGHTS. EXCEPT AS EXPRESSLY PROVIDED HEREINAFTER, ALL DISPUTES SHALL BE DETERMINED ON AN INDIVIDUAL BASIS BY FINAL AND BINDING ARBITRATION. YOU MAY OPT OUT OF ARBITRATION IN THE MANNER SET FORTH IN SECTION 26.

THE Wear Happy Project® VIP MEMBERSHIP, BEING A PAID SUBSCRIPTION THAT RENEWS AUTOMATICALLY, IS LIKEWISE GOVERNED BY THESE TERMS. UPON ENROLMENT, YOU WILL BE CHARGED ON A RECURRING BASIS UNTIL SUCH TIME AS YOU CANCEL. THE AUTOMATIC RENEWAL AND CANCELLATION TERMS ARE SET FORTH IN FULL IN SECTION 6.

BY VISITING, INTERACTING WITH OR USING THE SERVICES, OR BY MAKING ANY PURCHASE FROM US, YOU ACCEPT THESE TERMS IN THEIR ENTIRETY AND AGREE TO BE BOUND THEREBY.

Introduction

Wear Happy Project® welcomes you. This store and website, including all related subdomains, checkout funnels, landing pages, mobile experiences, information, content, features, tools, products and services (collectively referred to herein as the "Services"), are operated by Wear Happy Project®. References in these Terms to "we", "us" and "our" are references to Wear Happy Project®. Shopify, the platform by which Wear Happy Project® is powered, enables us to provide the Services to you.

These Terms of Service (these "Terms"), together with any policies referenced herein, set forth your rights and responsibilities in connection with your use of the Services and contain important information regarding your legal rights, including disclaimers of warranties, limitations of liability and the dispute resolution provisions referred to above.

Your use of the Services constitutes your agreement to be bound by these Terms and by our Privacy Policy. In the event that you do not agree, you shall not access or use the Services.

1. Acceptance of Terms; Electronic Assent; Modifications

1.1 Acceptance of Terms

By accessing the Services, creating an account, enrolling in the VIP Membership, clicking a button indicating agreement or purchasing any product, you represent that you are not less than eighteen (18) years of age and have attained the age of majority in your state or province of residence, that you possess full legal capacity to enter into a binding agreement, and that you agree to be bound by these Terms in their entirety. You hereby also give your consent for any minor dependent of yours to use the Services on devices which you own, purchase or manage.

1.2 Electronic Assent and Clickwrap

Where so presented, you shall be required, prior to completing certain transactions, to take an affirmative action acknowledging your agreement to these Terms, such as ticking an unchecked box or clicking a clearly labelled button. Any such affirmative action shall constitute legally binding electronic consent.

1.3 Modification of Terms

We reserve the right to revise these Terms at any time in our sole discretion, and the most current version shall at all times be available for review on this page. In the case of material changes, reasonable notice shall be provided by email, account notification or website banner, and such changes shall take effect on the date specified in such notice. Your continued use of the Services after any change has become effective shall constitute acceptance of the revised Terms.

2. Licence to Access; Account Registration and Security

We hereby grant to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Services for your personal, non-commercial use only. We reserve the right, at any time and for any reason, to modify or discontinue any part of the Services, to restrict or terminate access thereto, or to refuse service to any user, and we shall not be liable in the event that the Services become unavailable.

In order to use the Services, you may be required to furnish certain information, including your email address and billing, payment and shipping details. You represent and warrant that all information so furnished is correct, current and complete, and that you possess all rights necessary to furnish the same.

You shall be solely responsible for maintaining the security of your account credentials and for all activity occurring under your account, and shall notify us immediately at support@wearhappyproject.com of any unauthorised access. You shall not transfer, sell, assign or licence your account to any other person. We may disable any account, at our discretion, for violation of these Terms.

3. Product Descriptions and Representations

Every effort has been made to represent our products accurately; however, the colours and appearance of products may differ from their appearance on your screen depending upon your device and its settings.

We do not warrant that the appearance or quality of any product will meet your expectations or will be identical to its depiction in our online stores.

We may, in our sole discretion and without notice, change any product description at any time. We further reserve the right to discontinue any product at any time and to limit, on a case-by-case basis, the quantities of any product offered to any person, geographic region or jurisdiction.

Any reliance by you upon information presented through the Services shall be strictly at your own risk, and we disclaim all liability arising from any reliance placed upon Website materials, upon any interpretation of product descriptions, or upon any third-party materials or testimonials appearing on the Services.

4. Orders; Acceptance; Cancellation Requests

The placing of an order by you shall constitute an offer to purchase. Wear Happy Project® reserves the right, in its discretion, to accept or decline any order for any reason, including without limitation suspected fraud, pricing errors or product unavailability. An order shall not be deemed accepted unless and until Wear Happy Project® confirms acceptance thereof, and payment must be received and processed by us prior to acceptance.

You should review each order carefully prior to submission, as we may be unable to accommodate cancellation requests following acceptance of an order. In the event that we do not accept, or we change or cancel, an order, we shall attempt to notify you by means of the email address, billing address or phone number provided at the time the order was placed.

Purchases may be returned or exchanged only in accordance with our Refund Policy.

You represent and warrant that all purchases made by you are intended for your own personal or household use and are not intended for commercial resale or export.

5. Prices; Payment; Billing

5.1 Prices and Promotions

All prices, discounts and promotions are subject to change without notice. The price charged shall be the price in effect at the time the order is placed, as reflected in your order confirmation email. Prices are stated in U.S. dollars and, unless otherwise expressly stated, are exclusive of taxes, shipping, handling, customs and import charges. Prices offered in our online stores may differ from those offered in physical stores or in stores operated by third parties.

We may from time to time offer promotions that are governed by terms separate from these Terms. In the event of any conflict between such promotion terms and these Terms, the promotion terms shall govern.

5.2 Authorisation to Charge

By furnishing a payment method, you represent and warrant that: (i) the payment information furnished by you is true, correct and complete; (ii) you are duly authorised to use such payment method; (iii) all charges incurred by you will be honoured by your card issuer; and (iv) you will pay all charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes. You hereby authorise us to charge your payment method for products purchased, VIP Membership renewals, shipping charges, applicable taxes and any other fees disclosed to you. In the event that payment is declined, we may suspend or cancel your order.

5.3 Accuracy of Account Information

You agree to maintain your purchase, payment and account information, including your email address, card numbers and card expiration dates, in a current, complete and accurate state, so as to permit us to complete your transactions and to contact you as necessary.

5.4 Automatic Card Updating

We may receive updated card information, including any new card number or expiration date, from your card issuer and may update your account accordingly, and you hereby authorise us to charge such updated payment method. Should you not wish your payment information to be updated automatically, you may contact your card issuer, remove your stored payment method or cancel your VIP Membership. You shall be responsible for any bank or card fees. In the event that a charge is reversed, we may invoice you directly and seek payment by other means.

5.5 Third-Party Payment Processors

Payments may be processed by third-party payment providers, and your use of such providers shall be subject to their respective terms and privacy policies. We shall not be responsible for any error of a payment processor.

6. VIP Membership; Subscription; Automatic Renewal; Cancellation

YOU ARE URGED TO READ THIS SECTION CAREFULLY. THE Wear Happy Project® VIP MEMBERSHIP IS A PAID SUBSCRIPTION WHICH RENEWS AUTOMATICALLY AND UNDER WHICH YOUR PAYMENT METHOD WILL BE CHARGED ON A RECURRING BASIS UNTIL CANCELLED BY YOU.

6.1 Enrolment in the VIP Membership

The Services may offer a membership option (the "VIP Membership" or the "Subscription Service") under which discounts and other member benefits are provided in consideration of a recurring fee. By enrolling, you agree that your membership entails recurring payment obligations and that Wear Happy Project® is authorised to charge your payment method automatically at the stated billing interval until such time as you cancel.

6.2 Free Trial Period

Each new member shall be eligible for a single 10-day free trial. By commencing a free trial, you authorise us to charge your selected payment method upon the conclusion of the trial, unless you cancel prior to the trial expiration date. The free trial shall be limited to one per member, household and payment method.

6.3 Clear and Conspicuous Disclosure; Affirmative Consent

A clear and conspicuous notice, located in visual proximity to the request for your consent, shall be presented to you before you confirm your billing information and complete enrolment, and such notice shall disclose all of the following:

  • that the membership shall renew automatically and that recurring charges shall be made unless and until you cancel;
  • the duration of the renewal period, namely every twenty-eight (28) days, together with any additional renewal terms;
  • the amount to be charged for each renewal period and the frequency of such charges, namely $49.95 every 28 days, unless you take timely steps to cancel;
  • that the initial charge shall occur immediately upon the 10-day free trial being completed;
  • the cancellation methods available to you, including the procedure for cancelling online and the means of contacting us;
  • a direct link to the online cancellation process, accessible at https://wearhappyproject.com/pages/cancel-membership; and
  • our contact information, as set forth in Section 31.

Your purchase shall not be completed unless you have taken an affirmative action, such as ticking an unchecked acknowledgment box or clicking a clearly labelled button, by which you expressly confirm your consent to the recurring charges. Such affirmative action shall constitute your express informed consent to the automatic renewal terms. We do not employ pre-checked boxes or any other default mechanism to obtain such consent.

6.4 Automatic Renewal of Membership

UNLESS CANCELLED IN ACCORDANCE WITH THESE TERMS, YOUR MEMBERSHIP SHALL RENEW AUTOMATICALLY AT THE RATE THEN IN EFFECT AND AT THE SAME BILLING INTERVAL SELECTED BY YOU AT CHECKOUT. Upon completion of the 10-day free trial, your membership shall convert to a paid 28-day membership and a membership fee of $49.95 shall be charged immediately. Thereafter, your membership shall continue and shall renew automatically every 28 days, and you hereby authorise such recurring charges until your membership is cancelled.

6.5 Confirmation Following Enrolment

Following your enrolment, we shall send an order confirmation to the email address provided by you, which shall set forth (a) a summary of the automatic renewal terms, (b) the amount charged and the frequency of billing, (c) the cancellation methods available to you and (d) a direct link to the online cancellation process. You should retain such confirmation for your records. In the event that you do not receive such confirmation within 24 hours of enrolment, please contact us at support@wearhappyproject.com.

6.6 Methods of Cancellation; No Unreasonable Barriers

You may cancel your trial or membership at any time by any of the methods set forth below. In order to avoid being charged for the next billing period, cancellation must be completed not less than twenty-four (24) hours prior to your next scheduled billing date. In order to avoid being charged for the first membership period, cancellation must be effected prior to the expiry of the 10-day free trial.

You shall not be required to speak with a live representative, to complete a retention flow or to take any step other than those described above in order to cancel. Cancellations submitted by means of the online portal shall be effective upon on-screen confirmation, and a cancellation confirmation email shall be sent to the email address on file. No further recurring charges shall be processed following the conclusion of the current billing period.

6.7 Consequences of Cancellation

In the event that you cancel during an active 28-day membership period, your member benefits shall remain available through the end of such period. Membership fees previously charged shall not be refunded, as provided in Section 8.

6.8 Failed Payments; Reauthorisation

In the event that any recurring charge fails, you authorise us to retry such charge, to contact you to obtain updated payment information and to suspend member benefits and shipments pending receipt of payment. Your continued enrolment shall constitute a reaffirmation of your authorisation to charge your payment method. To the extent permitted by law, unpaid balances may be referred for collection.

6.9 Member Benefits; Eligibility; Modifications

VIP members shall be eligible to receive discounts ranging from 20% to 80% off select products available in our store. The amount of any discount shall vary by product, promotion, inventory availability and seasonal offers, and not all products shall be eligible. Discounts shall apply only to qualifying purchases made during an active membership period and may not be combined with other coupons, promotional offers, clearance pricing or special discounts unless expressly so stated. Certain brands, products, services, gift cards or limited-time offers may be designated as ineligible. Benefits shall be available only to active members in good standing having a valid payment method on file, shall be non-transferable, and may be used solely by the enrolled member. We reserve the right to modify discount offerings, participating products and membership benefits at any time without prior notice, and any such modification shall apply prospectively only and shall not affect completed purchases.

6.10 Membership Pricing Changes

We reserve the right to modify membership pricing upon reasonable notice and shall provide such advance notice as may be required by law. Any change in pricing shall apply to future billing cycles and shall not affect the current paid membership period.

6.11 California Subscriber Rights

Where you are a resident of California, the following additional disclosures apply pursuant to California Business and Professions Code Section 17601 et seq. (the Automatic Renewal Law) and Section 17535 et seq.:

  • Terms of automatic renewal: your membership shall renew automatically every 28 days at the price then in effect unless you cancel prior to the next renewal date.
  • Right to cancel: you may cancel at any time at https://wearhappyproject.com/pages/cancel-membership, by email to support@wearhappyproject.com or by telephone at +1 (844) 747 4483, and we shall not make cancellation difficult for you.
  • Refunds for unauthorised charges: in the event that we fail to provide the required disclosures prior to your enrolment, we shall provide a full refund of any charges not authorised by you. To request a refund pursuant to this provision, contact support@wearhappyproject.com.
  • Contact information: Wear Happy Project® may be contacted at support@wearhappyproject.com or +1 (844) 747 4483. You may also contact the California Department of Consumer Affairs, Consumer Information Division, 1625 N. Market Blvd., Suite N 112, Sacramento, CA 95834, (800) 952-5210.

7. Shipping; Delivery; Title; Risk of Loss

Products are shipped by third-party carriers. You are required to provide an accurate shipping address and phone number, and we shall not be responsible for any delay or non-delivery resulting from an incorrect address provided by you. Requests for address changes should be directed to support@wearhappyproject.com immediately; however, we cannot guarantee that an order can be edited after it has been submitted.

We shall not be liable for any shipping or delivery delays. All delivery times are estimates only and are not guaranteed, and we shall not be responsible for delays caused by shipping carriers, customs processing or events beyond our control. Title to and risk of loss of the products shall pass to you upon delivery by us to the carrier, unless otherwise required by law. International customers shall be responsible for all customs duties and import taxes.

7.1 Carrier Delivery Confirmation

Confirmation of delivery by the carrier shall be deemed conclusive proof of delivery to the address provided by you, notwithstanding the absence of a signature. You agree that such confirmation shall constitute sufficient evidence of delivery for the purposes of resolving any dispute, including chargebacks and claims of non-delivery.

8. Returns; Refunds; Membership Fees

The complete terms governing returns and refunds are set forth in our Refund Policy. Except as otherwise provided therein, all sales are final. Any refund, where applicable, shall be issued to the original payment method, and bank posting times may vary. Shipping and handling fees shall not be refunded.

Membership fees shall be non-refundable except where applicable law requires otherwise. No refund shall be given in respect of partial billing periods, unused time or any failure to use membership benefits.

9. Intellectual Property Rights

The Services, including all trademarks, brands, text, displays, images, graphics, product reviews, video, audio, software and design elements, together with the selection and arrangement thereof, are the property of Wear Happy Project®, its affiliates or its licensors and are protected by U.S. and foreign patent, copyright and other intellectual property laws.

These Terms permit you to use the Services solely for your personal, non-commercial use. You shall not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any material on the Services without our prior written consent. Nothing contained herein shall be construed as granting any licence or other right under any patent, trademark, copyright or other intellectual property of Wear Happy Project®, Shopify or any third party. Any unauthorised use may constitute a violation of federal and state intellectual property laws. All rights not expressly granted herein are reserved.

You shall not use any name, logo, product or service name, design or slogan of Wear Happy Project®, each of which is a trademark of Wear Happy Project® or its affiliates or licensors, without our prior written permission. Shopify's name, logo, product and service names, designs and slogans are trademarks of Shopify. All other marks displayed on the Services belong to their respective owners.

9.1 Notices of Copyright Infringement

Should you believe that any content on the Services infringes your copyright, you may submit a notice to support@wearhappyproject.com which includes (i) identification of the copyrighted work; (ii) identification of the infringing material and its location; (iii) the details by which you may be contacted; (iv) a statement of good-faith belief; and (v) a statement, made under penalty of perjury, attesting to the accuracy of the notice.

10. Optional Tools; Third-Party Links and Content

We may provide you with access to customer tools offered by third parties as part of the Services, which we neither monitor nor control. Such access is provided on an "as is" and "as available" basis, without warranties, representations or conditions of any kind and without endorsement. We shall have no liability whatsoever arising from your use of optional third-party tools, and any such use shall be entirely at your own risk and discretion. You should ensure that you are familiar with and approve of the terms on which such tools are provided.

Materials from, and hyperlinks to, websites provided or operated by third parties, as well as embedded third-party functionality, may be contained in the Services. We are not responsible for examining or evaluating the content, practices, accuracy or legality thereof, and should you leave the Services to access them, you do so at your own risk. Any complaints, claims, concerns or questions regarding third-party products and services should be directed to the relevant third party.

Any new features offered through the Services in the future shall also form part of the Services and shall be subject to these Terms.

11. Relationship with Shopify

As noted above, Wear Happy Project® is powered by Shopify, which enables us to provide the Services to you. All sales and purchases made by you in our store are made directly with Wear Happy Project®. By using the Services, you acknowledge that Shopify shall not be responsible for any aspect of any sale between you and Wear Happy Project®, including without limitation any injury, damage or loss resulting from products and services purchased. You hereby expressly release Shopify and its affiliates from any and all claims, damages and liabilities arising from or related to your purchases and transactions with Wear Happy Project®.

12. Privacy; Cookies; Electronic Communications

All personal information collected by us through the Services shall be subject to our Privacy Policy, which is hereby incorporated into these Terms by reference. Certain personal information may also be subject to Shopify's Privacy Policy. By using the Services, you acknowledge that you have read such policies.

As the Services are hosted by Shopify, Shopify collects and processes personal information relating to your access to and use of the Services in order to provide and improve the same. Information submitted by you may be transmitted to and shared with Shopify and with third parties that may be located in countries other than your country of residence. Cookies, pixels and similar tracking technologies operated by us and by third parties are used on the Services for the purposes of enhancing user experience, analysing performance, personalising content and supporting advertising and marketing.

You hereby consent, by using the Services, creating an account or making a purchase, to the receipt of electronic communications from us, including order confirmations, shipping notifications, membership renewal and cancellation notices, customer service communications and, where you have opted in, marketing emails. You may opt out of marketing emails by means of the unsubscribe link contained therein. Electronic communications shall satisfy any legal requirement that such communications be in writing.

13. Feedback; Reviews; User Content

In the event that you submit, upload, post, email or otherwise transmit any ideas, suggestions, feedback, reviews, proposals, plans or other content ("Feedback"), you hereby grant us a perpetual, worldwide, sublicensable, transferable, royalty-free licence to use, reproduce, modify, publish, distribute and display such Feedback in any medium and for any purpose, including commercial purposes.

You represent and warrant that (i) you own or otherwise possess all necessary rights in the Feedback; (ii) you have disclosed any compensation or incentive received in connection therewith; (iii) the Feedback is truthful and not misleading; and (iv) the Feedback complies with these Terms. We shall be under no obligation to maintain any Feedback in confidence, to pay compensation for any Feedback or to respond to any Feedback.

We may, but shall not be obliged to, monitor, edit or remove any Feedback which we determine in our sole discretion to be unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable, or which violates the intellectual property rights of any party or these Terms.

Your Feedback shall not violate any right of any third party, including copyright, trademark, privacy, personality or other proprietary rights, and shall not contain any unlawful, abusive or obscene material or any virus or malware. You shall not use a false email address, pretend to be any person other than yourself, or otherwise mislead us or any third party as to the origin of any Feedback. You shall be solely responsible for your Feedback and the accuracy thereof, and we assume no liability for any Feedback posted by you or by any third party.

We reserve the right to cooperate fully with any law enforcement authority or court order directing us to disclose user information, and you shall hold us harmless from any claim arising from any good-faith disclosure made in compliance with legal obligations.

14. Errors, Inaccuracies and Omissions

The Services may from time to time contain information that includes typographical errors, inaccuracies or omissions relating to product descriptions, pricing, promotions, offers, shipping charges, transit times or availability. Any such error, inaccuracy or omission may be corrected by us, information may be changed or updated, and orders may be cancelled where any information is inaccurate, in each case at any time and without prior notice, including following submission of your order.

15. Prohibited Uses of the Services

You may access and use the Services solely for lawful purposes. You are prohibited from using the Services, directly or indirectly:

  1. for any purpose that is unlawful or malicious;
  2. so as to violate any international, federal, provincial, state or local law, rule, regulation or ordinance;
  3. so as to infringe our intellectual property rights or the intellectual property rights of others;
  4. to harass, abuse, insult, harm, defame, slander, disparage or intimidate, or otherwise to harm, our employees or any other person;
  5. to transmit any false or misleading information;
  6. to send, knowingly receive, upload, download, use or re-use any material which does not comply with these Terms;
  7. to transmit, or to procure the sending of, any advertising or promotional material, including any junk mail, chain letter or spam;
  8. to impersonate any other person or any entity; or
  9. to engage in any conduct which may harm Wear Happy Project®, Shopify or users of the Services, which may expose any of them to liability, or which restricts or inhibits the use or enjoyment of the Services by any person.

You further agree that you shall not:

  1. upload or transmit any virus or any other form of malicious code;
  2. reproduce, duplicate, copy, extract, sell, resell or otherwise exploit any portion of the Services;
  3. collect or track the personal information of any other person;
  4. engage in spamming, phishing, pharming or pretexting in relation to the Services;
  5. employ any robot, spider, scraper, data gathering and extraction tool, automatic device or process, AI tool (including agentic AI), or other automated or manual means by which to access the Services; or
  6. interfere with, bypass or circumvent any of our security or authorisation features, robot exclusion headers or other measures restricting access.

We reserve the right to investigate and pursue any violation to the fullest extent permitted by law and to suspend, disable or terminate your account at any time, without notice, for any violation of these Terms.

16. Use of Agents

16.1 Applicability; Definition of Agent

This Section 16 shall apply in the event that you use, allow, enable or cause the deployment of an Agent to access, use or interact with any Services. As used herein, "Agent" means any software or service which takes autonomous or semi-autonomous action on behalf of, or at the instruction of, any person or entity and which is capable of executing on behalf of a person, or by means of a person's device, without direct supervision.

16.2 Conditions of Agent Access

No Agent shall access, use or interact with the Services unless such Agent identifies itself and at all times operates in strict accordance with Section 16.4. No Agent shall access the Services where we have requested that such Agent refrain from doing so.

16.3 Technical Limitations

We may limit, including by means of technical measures, whether and in what manner any Agent accesses, uses and interacts with the Services.

16.4 Requirements Applicable to Agents

Agents shall be obligated to:

  1. identify, in all HTTP/HTTPS requests, that each such request is made by an Agent, and disclose the name of the Agent in the user agent string in the form "Agent/[agent name]";
  2. not conceal or obfuscate the fact that any interaction is made by an Agent, including by mimicking human behaviour and interaction patterns or by completing or circumventing any CAPTCHA or other measure intended to distinguish computer use from human use;
  3. respond truthfully to any question or prompt by which it is sought to determine whether interactions originate from a human or a computer; and
  4. not circumvent, and not avoid, any measure that is intended to block, limit, modify or control access by Agents.

17. Term and Termination; Survival

These Terms shall remain in full force and effect unless and until terminated. We may, in our sole discretion, terminate this agreement or your access to the Services, or to any part thereof, at any time without notice, and you shall remain liable for all amounts due up to and including the date of termination.

The following provisions shall survive any termination of these Terms: Intellectual Property under Section 9; Feedback under Section 13; Termination under Section 17; Disclaimer of Warranties under Section 18; Limitation of Liability under Section 19; Indemnification under Section 20; Limitation on Time to File Claims under Section 21; Dispute Resolution and Binding Arbitration under Section 22; Class Action Waiver under Section 23; Mass Action Waiver under Section 24; Jury Trial Waiver under Section 25; Severability, Waiver and Entire Agreement under Sections 27, 30.1, 30.2 and 30.3; Assignment under Section 30.4; Governing Law under Section 28; the Privacy Policy; all payment obligations; and every other provision that, by reason of its nature, ought to survive.

18. Disclaimer of Warranties

Information presented by means of the Services is furnished for general information purposes only. We do not warrant the accuracy, completeness or usefulness of such information, and any reliance thereon by you shall be strictly at your own risk.

EXCEPT AS OTHERWISE EXPRESSLY STATED BY Wear Happy Project®, THE SERVICES AND ALL PRODUCTS OFFERED THROUGH THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE, WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, ACCURACY, RELIABILITY, AVAILABILITY AND NON-INFRINGEMENT. WE DO NOT GUARANTEE, REPRESENT OR WARRANT THAT YOUR USE OF THE SERVICES SHALL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT ANY DEFECT SHALL BE CORRECTED, OR THAT ANY PRODUCT SHALL MEET YOUR EXPECTATIONS. BECAUSE CERTAIN JURISDICTIONS LIMIT OR PROHIBIT THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES, THE FOREGOING MAY NOT APPLY TO YOU.

19. Limitation of Liability; Exclusion of Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL Wear Happy Project®, ITS PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SERVICE PROVIDERS OR LICENSORS, OR THOSE OF SHOPIFY AND ITS AFFILIATES, BE HELD LIABLE FOR ANY INJURY, LOSS OR CLAIM, OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, MULTIPLE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION OR REPLACEMENT COSTS, WHETHER ARISING IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), UNDER STRICT LIABILITY OR OTHERWISE, AND WHETHER ARISING FROM OR RELATING TO THESE TERMS, YOUR USE OF OR INABILITY TO USE THE SERVICES, ANY PURCHASE OF PRODUCTS, ANY MEMBERSHIP OR AUTOMATIC RENEWAL, OR ANY ADVERTISING OR MARKETING PRACTICE, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.

19.1 Limitation on Direct Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR AGGREGATE LIABILITY IN RESPECT OF ANY CLAIM SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS PAID BY YOU TO Wear Happy Project® DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00), AND THE FOREGOING SHALL CONSTITUTE YOUR SOLE AND EXCLUSIVE REMEDY.

19.2 Allocation of Risk Reflected in Pricing

You acknowledge and agree that the pricing of our products and memberships reflects the allocation of risk set forth in this Section 19 and that we would not have entered into these Terms absent such limitations.

20. Indemnity and Defence

You agree to indemnify, defend and hold harmless Wear Happy Project® and Shopify, together with our affiliates, partners, officers, directors, employees, agents, contractors, licensors, service providers and successors, from and against any and all losses, damages, liabilities or claims, including reasonable attorneys' fees, payable to any third party by reason of or arising out of (1) any breach by you of these Terms or of the documents incorporated herein by reference, (2) any violation by you of any law or of the rights of any third party, or (3) your access to and use of the Services.

We shall notify you of any claim subject to indemnification, provided that any failure to give prompt notice shall not relieve you of your obligations hereunder unless you are materially prejudiced thereby. We may assume control of the defence and settlement of any such claim at your expense, including the selection of counsel, provided that we shall not settle any claim imposing non-monetary obligations upon you without your consent, which consent shall not be unreasonably withheld. You shall cooperate in the defence of indemnified claims, including by furnishing relevant documents.

21. Limitation Period for Claims

TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, ANY PRODUCT OR ANY MEMBERSHIP SHALL BE COMMENCED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ACCRUES, AND ANY CLAIM NOT SO COMMENCED SHALL BE PERMANENTLY BARRED. THE FOREGOING LIMITATION SHALL APPLY TO ALL CLAIMS, WHETHER SOUNDING IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, SAVE TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

22. Dispute Resolution; Binding Arbitration

PLEASE READ THIS SECTION WITH PARTICULAR CARE, AS IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN A COURT OF LAW.

EXCEPT AS EXPRESSLY PROVIDED HEREINAFTER, YOU AND Wear Happy Project® AGREE THAT ANY AND ALL DISPUTES SHALL BE RESOLVED EXCLUSIVELY BY MEANS OF FINAL AND BINDING INDIVIDUAL ARBITRATION.

22.1 Agreement to Arbitrate

Each dispute, claim, controversy or cause of action (each, a "Dispute") arising out of or relating to these Terms, the Services, any product, any membership or automatic renewal, any advertising or marketing practice, or any alleged misrepresentation shall, as between you and Wear Happy Project®, be resolved exclusively by way of binding, confidential arbitration conducted on an individual basis. The term "Dispute" shall be construed broadly.

22.2 Application of Federal Law

The parties acknowledge that these Terms evidence a transaction in interstate commerce. Accordingly, the Federal Arbitration Act (9 U.S.C. § 1 et seq.) shall govern the interpretation and enforcement of this arbitration agreement and all proceedings hereunder. All threshold questions of arbitrability, including questions of scope, validity and enforceability, shall be determined by the arbitrator.

22.3 Mandatory Pre-Arbitration Notice

Prior to commencing arbitration, the party seeking to initiate arbitration shall deliver a written Notice of Dispute setting forth such party's full name, mailing address and the email address associated with the account, a description of the claim and the specific relief sought. Any notice to us shall be delivered by email to support@wearhappyproject.com bearing the subject line "Notice of Dispute" and shall be effective on the date on which it is sent. Any notice to you shall be sent to the email address associated with your account. The parties shall use good-faith efforts to resolve the Dispute for a period of thirty (30) days following the giving of notice, and neither party shall commence arbitration prior to the expiry of such period.

22.4 Reservation of Self-Help Remedies

Nothing in this Section 22 shall preclude us from exercising any lawful self-help remedy, including responding to chargebacks, pursuing collection efforts, suspending or terminating accounts, setting off amounts owed or enforcing payment obligations as permitted by law.

22.5 Arbitration Procedure

The arbitration shall be administered by the American Arbitration Association (the "AAA") pursuant to its Consumer Arbitration Rules and shall be conducted before a sole neutral arbitrator. In the event that the AAA declines to administer the arbitration, the parties shall mutually select a nationally recognised arbitration provider, and, failing agreement, a court shall appoint such a provider. The arbitrator shall be empowered to award any remedy available in an individual action under applicable substantive law, including compensatory damages, statutory damages, punitive damages, declaratory relief, injunctive relief and, where authorised by statute or contract, attorneys' fees. The arbitrator shall not be empowered to award relief on a class, representative or consolidated basis.

22.6 Allocation of Arbitration Costs

The payment of filing, administration and arbitrator fees shall be governed by the AAA Consumer Arbitration Rules. Where and to the extent required by such rules, we shall bear such arbitration fees as exceed the amount you would be required to pay to file a comparable action in court. Each party shall bear its own attorneys' fees, except as otherwise provided by law.

22.7 Small Claims Exception

Notwithstanding the foregoing, either party may bring an individual action in small claims court.

22.8 Equitable Remedies Reserved to Us

We may seek temporary, preliminary or permanent injunctive or other equitable relief before any state or federal court in connection with claims involving intellectual property, confidential information, unauthorised resale, fraud, misuse of the Services or any violation of these Terms in a manner threatening irreparable harm, and you hereby consent to the exclusive jurisdiction and venue of such courts for such limited purposes.

22.9 Public Injunctive Relief Carve-Out

To the extent that applicable law prohibits the waiver of a claim for public injunctive relief, such claim may be brought before a court of competent jurisdiction. All other claims seeking monetary, individualised or non-public injunctive relief shall remain subject to binding arbitration.

23. Waiver of Class Proceedings

ALL DISPUTES BETWEEN YOU AND Wear Happy Project® SHALL BE BROUGHT SOLELY IN THE PARTIES' INDIVIDUAL CAPACITIES, AS YOU AND Wear Happy Project® HEREBY AGREE. YOU HEREBY WAIVE ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION, TO SERVE AS A CLASS REPRESENTATIVE OR CLASS MEMBER, TO ACT AS A PRIVATE ATTORNEY GENERAL, OR TO JOIN OR CONSOLIDATE CLAIMS WITH THE CLAIMS OF ANY OTHER PERSON. NO ARBITRATOR SHALL BE AUTHORISED TO CONDUCT ANY PROCEEDING ON A CLASS, COLLECTIVE, REPRESENTATIVE OR CONSOLIDATED BASIS.

THIS WAIVER SHALL APPLY TO ALL DISPUTES, INCLUDING ANY DISPUTE RELATING TO THE VIP MEMBERSHIP, THE FREE TRIAL THEREOF, THE AUTOMATIC RENEWAL THEREOF, ANY RECURRING CHARGE, OR ANY DISCLOSURE OR MARKETING PRACTICE CONNECTED THEREWITH.

IN THE EVENT THAT THIS CLASS ACTION WAIVER IS HELD UNENFORCEABLE WITH RESPECT TO ANY PARTICULAR CLAIM, SUCH CLAIM SHALL BE SEVERED AND SHALL PROCEED BEFORE A COURT OF COMPETENT JURISDICTION, AND ALL REMAINING CLAIMS SHALL CONTINUE IN ARBITRATION ON AN INDIVIDUAL BASIS.

24. Mass Actions Prohibited

No Dispute shall be brought in the form of a "Mass Action". For purposes hereof, a "Mass Action" means twenty-five (25) or more similar demands for arbitration that are filed within a period of one hundred eighty (180) days and are coordinated by the same counsel or by affiliated counsel. Such claims shall not be consolidated or collectively administered without our consent.

24.1 Batch Arbitration

In the event that the conditions of a Mass Action are satisfied, the claims shall be grouped into batches comprising no more than two hundred (200) claimants each, only one batch shall proceed at any one time, and a separate arbitrator shall be appointed for each batch. All statutes of limitation shall be tolled throughout the batching period.

24.2 Neutral Special Master

A neutral special master may be appointed for the resolution of any procedural dispute relating to the administration of a Mass Action.

25. Waiver of Trial by Jury

IN THE EVENT THAT ANY DISPUTE PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND Wear Happy Project® EACH HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY.

26. Right to Opt Out of Arbitration

You may opt out of the arbitration agreement set forth in Section 22, the class action waiver set forth in Section 23 and the mass action waiver set forth in Section 24 by delivering written notice by email to support@wearhappyproject.com, bearing the subject line "Arbitration Opt-Out", within thirty (30) days following your first acceptance of these Terms. Such notice shall include your name, the email address associated with your account and a clear statement of your intention to opt out. Opting out shall not affect any of your other rights or obligations under these Terms, and we shall not retaliate against you by reason of your opting out.

27. Severability of Arbitration Provisions by Claim

In the event that any portion of Sections 22 through 25 is determined to be unenforceable with respect to a specific claim, such claim shall proceed before a court of competent jurisdiction, and all other claims shall remain subject to arbitration on an individual basis.

28. Governing Law; Jurisdiction and Venue

Except as otherwise provided in Section 22, these Terms and any separate agreements pursuant to which we provide Services to you shall be governed by, and construed in accordance with, the laws of the State of California, without giving effect to any conflict-of-law principles. Subject to Section 22, you and Wear Happy Project® hereby consent to the venue and personal jurisdiction of the state and federal courts located in California.

29. Force Majeure Events

We shall not be liable for any delay in performance or failure to perform any obligation hereunder where such delay or failure results from causes beyond our reasonable control, including acts of God, natural disasters, pandemics or public health emergencies, labour disputes, supply chain disruptions, governmental actions, war or terrorism, internet service failures, payment processor outages or carrier delays. Our performance shall be excused for the duration of any such event.

30. Severability; Waiver; Entire Agreement; Assignment; Headings

30.1 Severability of Provisions

In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms without affecting the validity and enforceability of the remaining provisions.

30.2 Waiver of Rights

No failure on our part to exercise or enforce any right or provision of these Terms shall constitute a waiver of the future enforcement thereof. Any waiver shall be effective only if set forth in writing and signed by our duly authorised representative.

30.3 Entire and Integrated Agreement

These Terms, together with our Privacy Policy, our Refund Policy and any operating rules posted by us, constitute the entire and integrated agreement between you and us with respect to your use of the Services and your purchase of products, and supersede any and all prior or contemporaneous agreements, communications and proposals, whether oral or written, including any prior versions of these Terms. Any ambiguity herein shall not be construed against the drafting party.

30.4 Assignment and Delegation

You shall not delegate, transfer or assign these Terms or any of your rights or obligations hereunder without our prior written consent, and any purported delegation, transfer or assignment in contravention hereof shall be null and void. We reserve the right to transfer, assign or delegate these Terms, together with our rights and obligations hereunder, without notice to you or your consent, including in connection with any merger, acquisition, corporate reorganisation or sale of assets, or by operation of law.

30.5 Effect of Headings

The headings contained in these Terms are included for convenience of reference only and shall not limit or otherwise affect these Terms.

31. Contact Details

Any questions regarding these Terms should be addressed to support@wearhappyproject.com.

Wear Happy Project®