Terms of Use and Disclaimer

Last Updated November 24, 2008 

THESE TERMS OF USE, AS AMENDED FROM TIME TO TIME (“Terms”), ARE A BINDING CONTRACT BETWEEN DEMAND MEDIA, INC. (“HappyNews” or “We”) AND YOU (“You” or “User”). YOU MUST READ AND AGREE TO THESE TERMS, INCLUDING THE PRIVACY POLICY, BEFORE USING THE HAPPYNEWS.COM WEBSITE (the “Site”) OR ANY VIDEO, AUDIO, APPLICATIONS, FEATURES OR FUNCTIONALITY AVAILABLE ON OR THROUGH THE SITE (COLLECTIVELY, THE “SERVICE”).  BY USING THE SERVICE, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICE.

  1. Nature of Service.

General Purpose.  The Service is for general informational, and entertainment purposes only.  We publish video, audio, articles or other content from current and past contributors (collectively, “Contributors”).  The information on the Service represents only the opinions and perspectives of the Contributors and not us.  You should assume that we have not independently verified the accuracy, thoroughness, or relevance of the content available on the Service.  Our publication of content is not our endorsement of any Contributor or the content submitted by any such Contributor. 
Changes to and Availability of the Service.  We reserve the right to modify or discontinue, and restrict or block access to, the Service without notice to you. We may modify or remove any content from the Service at any time without notice to you. We are not liable for any such modification, suspension, discontinuance or removal, and any such action by us will not affect our license to any content or postings you have submitted to the Service.  Furthermore, since operation and functionality depend on factors such as the type of hardware, software, or network you are using, there is a possibility that the Service may not work on your computer, be interrupted or have errors in its operation, or may interfere or even harm the operation of your computer; we are not liable for any such problems.

  1. Your Comments, Postings, or Evaluations

Postings.  From time-to-time, we may provide the ability for Users to upload or post comments, postings, evaluations, or any other user-generated content (subject to additional terms and conditions posted on the Site from time to time) whether in chat rooms, bulletin boards, or other forums or areas on the Site (collectively, all such content, “Postings”). You agree that as to any Posting:

    • User is at least thirteen (13) years of age or older;
    • it is User's true and accurate opinion;
    • User is the sole author of the Posting or has permission to post it;
    • If User is a competitor of an author or another Posting user, or otherwise has an interest adverse to the author or another Posting user, User will fully disclose the interest;
    • User will not Post misleading or fraudulent Postings;
    • User agrees that Postings are not Confidential and may be shown to all other users;
    • User will not Post any unlawful, harassing, libelous, privacy invading, abusive, threatening, defamatory, vulgar, obscene, racist, harmful, or otherwise objectionable material of any kind;
    • User will not violate any applicable local, state, national or international law, statute, ordinance, rule, regulation or ethical code;
    • User will not Post information or material that infringes upon a third party right, especially copyright, confidentiality, or other intellectual property rights;
    • User will not Post any advertisements or other commercial content including spam, chain letters, pyramid schemes, or banner exchange services;
    • User will not Post viruses, trojan horses, worms or any other malicious application, code, or devices;
    • User will not impersonate any person or entity, or make any false statement regarding his or her employment, agency or affiliation with any person or entity;
    • User will not stalk, threaten or harass authors or other users or infringe upon, invade or attempt to infringe upon or invade their privacy; and
    • User will not Post any information or material which may constitute or encourage conduct that is a criminal offense, tort, or civil wrong or otherwise violates any applicable law.

Account Registration.  To submit Postings on the Site, you must first complete the Site registration process to create an account with a user name and password (the “Account”). You may not share your password with anyone unless you are a minor, in which case you may share your password with your parents or other legal guardians.  You must always provide accurate current and complete information to us. You must update such information in a timely manner to maintain its accuracy and completeness. Any use of the Service through your Account will be deemed as being used by you.  We are entitled to rely on the contact and other information that is supplied to us through your Account. Your Account is non-transferable and non-assignable.
Ownership of Rights in Postings.  You retain ownership of your rights in any Postings you submit to the Service, subject to the non-exclusive rights that you grant to us as described in these Terms.  Subject to your right to terminate your license to us as described in the next paragraph, you hereby grant us an irrevocable, perpetual, worldwide, royalty-free, freely transferable, freely sub-licensable (through unlimited levels of sublicense), non-exclusive license to use, reproduce, modify, transmit, distribute, publicly perform and display (including in each case by means of a digital audio and video transmission), advertise in, on, and around, and create derivative works of the Postings you submit or make available for inclusion on or through the Service, and to incorporate such Postings into other works in any form, media, or technology now known or later developed.  You also hereby waive any moral rights you may have under the laws of any jurisdiction in Postings you submit or make available on or through the Service.  We may (but are not obligated to) display your Postings, including your username and your actual name (according to the preferences you select). 
Terminating our License to Postings.  For Postings consisting of photos, graphics, audio or video (but not, for clarity, any Postings solely in the form of text) that you have submitted or made available for inclusion on or through the Service, you may remove or modify such Postings from the Service at any time.  Your removal of such Postings from the Service will terminate our license to such Postings.
User Submissions.  When you submit ideas, suggestions, documents, or proposals (collectively, “Submissions”) to us through our “Contact Us” web page located at [http://happynews.com/contactus.aspx], you represent, warrant, and agree that: (i) your Submissions do not include confidential or proprietary information; (ii) if we so choose, we may use and disclose your Submissions in any way; and (iii) we have no obligation to pay or reimburse you for your Submissions or our use of your Submissions.

  1. Prohibited Conduct; Liquidated Damages.

Prohibited Conduct.  You must not do, or attempt to do, any of the following, as reasonably determined by us, subject to applicable law:

  • access or use the Service in any way that is not in compliance with any applicable local, state, national or international law (including export laws), contracts, intellectual property rights or constitutes the commission of a tort, or for any purpose that is harmful or unintended (by us), or other than in full compliance with these Terms;
  • access, tamper with, or use services or areas of the Service that you are not authorized to access;
  • alter information on or obtained from the Service;
  • tamper with postings, registration information, profiles, submissions or content belonging to us or other Users;
  • use any robot, spider, scraper or other automated means or interface not provided by us to access the Service or extract data or gather or use information, such as email addresses, available from the Service or transmit any unsolicited advertising, "junk mail," "spam," or "chain letters";
  • frame any part of the Service, or link to the Service, or otherwise make it look like you have a relationship to us or that we have endorsed you or your Postings for any purpose except as expressly permitted in writing by us;
  • impersonate or misrepresent your affiliation with any person or entity;
  • reverse engineer any licensed software, application, games or any other aspect of the Service or do anything that might discover source code, or bypass or circumvent measures employed to prevent or limit access to any area, content or code of the Service;
  • send to or otherwise impact us or the Service (or anything or anyone else) with harmful, illegal, deceptive or disruptive code such as a virus, "spyware," "adware" or other code that could adversely impact the Service or any recipient; or
  • take any action which might impose a significant burden (as determined by us) on the Service's infrastructure or computer systems, or otherwise interfere with the ordinary operation of the Service. 

Liquidated Damages.  IF YOU SEND UNSOLICITED COMMERCIAL EMAIL OR ADVERTISING, BULK EMAIL, SPAM, OR CHAIN LETTERS (COLLECTIVELY, "UNSOLICITED EMAIL OR OTHER COMMUNICATION") THROUGH THE SERVICE, YOU ACKNOWLEDGE THAT YOU WILL HAVE CAUSED SUBSTANTIAL HARM TO US, BUT THAT THE AMOUNT OF THE HARM WOULD BE EXTREMELY DIFFICULT TO ASCERTAIN. AS A REASONABLE ESTIMATION OF SUCH HARM, YOU WILL PAY LICENSOR $40 FOR EACH SUCH UNSOLICITED EMAIL OR OTHER COMMUNICATION.

  1. Advice of Professionals.

All content on this Site is for general research, informational and entertainment purposes only.  This information should not be considered complete and is not intended to be used in place of a visit, call, consultation, or advice of your physician or other professionals or any information contained on or in any product packaging or labels.  It is general advice, is not intended to be relied upon for investment, trade, or other business transactions, and is not intended to offer a solution to a specific problem.  We do not recommend the self-management of health problems or duplication of any activity or process described on the Site.  You should never disregard professional advice or delay seeking advice because of something you have read on the Site and you should not use the Site for diagnosing a health or other problem or prescribing medication.  Information and statements regarding dietary supplements or other treatments or regimens have not been evaluated by the Food and Drug Administration and are not intended to diagnose, treat, cure, or prevent any disease.

  1. Assumption of the Risk.

User assumes any and all risk of damage, injury, or death, from use of the Site and Service.  You have been warned of the limitations and risks in the use of the information on the Site, and in light of such warnings, must choose of your own free will whether to continue to access or use the Site and Service.

  1. Protection of Content.

License by HappyNews to you.  You must respect the intellectual property laws protecting our Service.  HappyNews grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license, under the rights HappyNews has in the Site and Service, to privately display and perform the Service on your computer for your own personal, noncommercial purposes.
Reservation and Limitation of Rights.  On its own behalf and the behalf of its licensors and Contributors, HappyNews reserves all rights in the Site and Service and HappyNews does not in any way grant any other rights to you.  Except as expressly stated in this section, you may not reproduce, distribute, modify, publicly perform or display, or prepare derivative works of any content from the Service, without prior written consent from HappyNews or other third-party owner of the rights in that content (if any).  No commercial use or redistribution of the Site or Service is permitted. Any hyperlink or other re-display of the information on another web site must display the Site and Service on a full-screen and not within a “frame” on the linked or other website.

  1. Privacy Policy.

Please see our Privacy Policy [http://happynews.com/privacypolicy.aspx].  Our Privacy Policy is part of and incorporated into these Terms.  We reserve the right to contact you about these Terms or any content or activities relating to the Service.

  1. Termination or Cancellation.

Right to Terminate.  We may, at any time, without notice to you, terminate your access to the Service, and your Account, or block your access to the Service if:  (i) we believe in our sole discretion that you may have violated these Terms or have otherwise engaged in any activities that may harm or damage the reputation, rights, person, or property of HappyNews, our Users, or any other person; (ii)  requested by law enforcement or other government agencies; or (iii) your Account has extended periods of inactivity.
Notice of Termination.  If applicable law requires us to provide notice of termination or cancellation, we may give prior or subsequent notice by posting it on the Site or by sending a communication to any address (email or otherwise) that we have for you in our records.
Effect of Termination.  Upon termination of your Account or the Service, your agreement with us pursuant to these Terms will also terminate, except that the following Sections survive the termination: 2, 3, 4, 5, 6, 8, 10, 11, 12, 13, 16, and 18 and the Privacy Policy. If your Account or access to the Service is terminated, you may no longer have access to the Postings submitted on the Service.

  1. Links and Transactions with Third Parties.

Advertisements and Links.  The Service may contain advertisements, offers, or other links to websites of third parties that we do not control.  Advertisements and other information provided by third parties may not be wholly accurate.   We are not responsible or liable for (i) the availability or accuracy of such sites or advertisements; or (ii) the content, products or services available from such sites. The inclusion of any link on the Service does not imply that we endorse the linked site. You use the links at your own risk. Our Privacy Policy is applicable only when you are on our Site. Once you link to another website, its privacy statement applies to any personal information you supply.
Transactions with Third Parties.  Your transactions and other dealings with third party merchants or advertisers that are found on or through the Service, including "click to purchase," “co-registration,” and other similar programs, including payment and delivery of related goods or services, are solely between you and such merchant or advertiser.

  1. User Indemnification.

You agree to hold HappyNews, Demand Media, and their subsidiaries, affiliates (for example, those listed at www.demandmedia.com), officers, directors, employees, agents, attorneys, and suppliers, and each of their respective successors and assigns (collectively, the “Indemnified Persons”), harmless from, and indemnify them for, all damages, costs, expenses and other liabilities, including reasonable attorneys' fees and expenses, relating to any claim arising out of or related to: (i) your access to and use of the Site, the Service, and all content contained therein; (ii) your violation of these Terms, and any applicable law or the rights of another person or party; (iii) any dispute you have with any user of the Service and any dispute you have related to any merchant or advertising found on or through the Service; (iv) our resolution (if any) of any dispute you have with any User of the Service; (v) your improper authorization for us to collect, use or disclose any Postings provided by you; and (vi)any disclosures made with your permission.

  1. Disclaimer of Warranties.

HAPPYNEWS PROVIDES THE SERVICE "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, HAPPYNEWS MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICE OR THE INFORMATION, GAMES, SOFTWARE, OR CONTENT INCLUDED IN THE SERVICE. HAPPYNEWS MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, SECURE, OR TIMELY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, HAPPYNEWS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND THOSE ARISING FROM A COURSE OF DEALING, TRADE, USAGE OR PERFORMANCE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, AND THEREFORE SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. WE URGE YOU TO KEEP BACKUP COPIES OF YOUR PERSONAL CONTENT, IF ANY, THAT YOU MAINTAIN ON OR USE WITH THE SERVICE. IF YOUR USE OF THE SERVICE RESULTS IN THE NEED FOR SERVICING OR REPLACING PROPERTY, MATERIAL, EQUIPMENT OR DATA, WE ARE NOT RESPONSIBLE FOR ANY RESULTING COSTS OR DAMAGES.

  1. Exclusion of Damages; Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NONE OF THE INDEMNIFIED PERSONS ARE LIABLE TO YOU OR ANY OTHER PERSON FOR INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, STATUTORY, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF PRIVACY, LOSS OF GOODWILL OR ANY OTHER LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE) OR STRICT OR PRODUCT LIABILITY. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL THE AGGREGATE LIABILITY TO YOU OF THE INDEMNIFIED PERSONS EXCEED, IN TOTAL, THE AMOUNTS PAID BY YOU TO US.

  1. Copyright Infringement/DMCA.

HappyNews respects the intellectual property rights of others and requests that the people who use the Site do the same. If you believe that your work has been reproduced and is accessible on HappyNews in a way that constitutes copyright infringement, you may notify us by providing our copyright agent with the following information in writing:

    1. the electronic or physical signature of the owner of the copyright or the person authorized to act on the owner's behalf;
    2. identification of the copyrighted work that you claim has been infringed;
    3. identification of the material that is claimed to be infringing and information reasonably sufficient to permit HappyNews to locate the material (for example, by providing a URL to the material);
    4. your name, address, telephone number, and email address;
    5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
    6. a statement that the information in your notification is accurate and a statement, made under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner's behalf.

Our designated agent to receive notification of claimed infringement can be reached at:
Copyright Agent 
15801 NE 24th Street 
Bellevue, WA 98008
(425) 974-4780 (fax) 
copyright@demandmedia.com.
It is our policy to terminate in appropriate circumstances any User account for repeated infringement of intellectual property rights, including copyrights, and we also reserve the right to terminate a User account for even one instance of infringement.

  1. Customer Support.

We have no obligation to provide you with customer support of any kind. However, we may provide you with customer support from time to time, at our sole discretion, if you have created an Account and you submit your customer support questions using your Account.

  1. Notices and Contact Information.

Except as otherwise provided in these Terms, we will give you any notices by posting them on the Site. Since notice of any material change to the Terms will be posted to the Site for at least 30 days, we encourage you to visit the Site at least that often. Any use of the Site or Service after the date of such notice is deemed acceptance of the new terms. You also authorize us to send notices (including notice of subpoenas or other legal process, if any) via electronic mail to the email address that we have on record for you. You must check the Site for notices, and you will be considered to have received a notice when it is made available to you by posting on the Site or when sent by us via electronic mail, whether or not received by you. You must keep your address current and any notice sent by us to the address that you have most recently provided is effective notice.  With the exception of notices related to removal of licensed material and to copyright infringement as described in Section 13 above, you must send us any notice by mailing it to our address for Legal Notices which is: HappyNews, 15801 NE 24th Street, Bellevue, WA, 98008, U.S.A., Attn: Legal Department.

  1. Additional Terms.
    • Agreement to Conduct Transactions Electronically. All of your transactions with or through the Service may, at our option, be conducted electronically from start to finish. If we decide to proceed non-electronically, those services will still be governed by the remainder of these Terms unless you enter into different terms on a form provided by us. If the law allows you to withdraw this consent or if we are ever required to deal with you non-electronically, we reserve the right to charge or increase fees and you agree to print or make an electronic copy of the Terms and any other contract or disclosure that we are required to provide to you.    
    • Compliance with Laws. You are responsible for compliance with applicable local laws.  Access to the Service Content by certain persons or in certain countries may not be legal.
    • No Agency; No Third Party Beneficiary. These Terms do not create any agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship. Except for the Indemnified Persons, there are no third party beneficiaries of these Terms.
    • Severance. If any part of the Terms is held by a court of competent jurisdiction to be invalid or unenforceable, the invalid or unenforceable part will be given effect to the greatest extent possible and the remainder will remain in full effect, provided that the allocation of risks described in these Terms is given effect to the fullest extent possible.
    • Assignment. These Terms are personal to you and you may not transfer, assign or delegate them to anyone without the express written permission of HappyNews. Any attempt by you to assign, transfer or delegate these Terms without the express written permission of HappyNews will be null and void. HappyNews has the right to transfer, assign and delegate these Terms to one or more third parties without your permission.
    • Jurisdiction; Choice of Law; Export Limitations. This Service is controlled by us from our offices in the United States of America and is directed to U.S. users. If you access the Service from locations outside the U.S., you do so at your own risk and you are responsible for compliance with applicable local laws. You may not use or export anything from the Service in violation of U.S. export laws and regulations or the Terms. These Terms and all performances and claims of every nature between us are governed by the laws of the State of Texas, U.S.A., without regard to any conflicts of laws principles that would result in the application of the law of a different jurisdiction.  You submit to the exclusive personal jurisdiction and venue of the state and federal courts located within or around Austin, Texas.
    • Limitations on Actions. Any action concerning any dispute with respect to the Service must be commenced within one year after the cause of the dispute arises, or the cause of action is barred.
    • Interpretation. The paragraph headings in these Terms are included to help make these Terms easier to read and have no binding effect.  As used in these Terms, the words “include” and “including” are meant to be illustrative and not exhaustive.
    • Entire Agreement. These Terms (including terms incorporated into them, e.g., the Privacy Policy) and any policies and guidelines posted to the Service comprise the entire agreement (the "Entire Agreement") between you and us with respect to the use of the Service and supersede all contemporaneous and prior agreements between the parties regarding the subject matter contained herein, and neither party has relied on any representations made by the other that are not expressly set forth in the Entire Agreement.
    •  No Waiver. The failure of any party to exercise or enforce any right or provision of these Terms, including any failure to act with respect to a breach, will not constitute a waiver of such right or provision or that party’s right to act with respect to subsequent or similar breaches. We suggest that you print out a copy of these Terms for your records.
  1. Further Information.

If you have a complaint, you may contact us at Legal Department, 15801 NE 24th Street, Bellevue, WA 98008, U.S.A. If you are a California resident, the Complaint Assistance Unit of the Division of Consumer Services of the Dept. of Consumer Affairs may be contacted at 400 R Street, Sacramento, CA 95814 or (800) 952-5210. 
You can also contact us at:
Customer Care, HappyNews 
1333 Second Street, Suite 100 
Santa Monica, CA 90401

  1. Legal Notices.
    • NOTICE OF AVAILABILITY OF FILTERING SOFTWARE
      All users are hereby informed by the provider of this interactive computer service that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist in limiting access to material that is harmful to minors. A report detailing some of those protections can be found at http://www.ntia.doc.gov/ntiahome/ntiageneral/cipa2003/index.html (Children's Internet Protection Act: Report on the Effectiveness of Internet Protection Measures and Safety Policies).
    • NOTICE: NO HARVESTING OR DICTIONARY ATTACKS ALLOWED
      YOU MAY VIOLATE FEDERAL LAW IF YOU: (i) INITIATE THE TRANSMISSION TO HAPPYNEWS COMPUTERS OR DEVICES OF A COMMERCIAL ELECTRONIC MAIL MESSAGE (AS DEFINED IN THE U.S. "CAN-SPAM ACT OF 2003") THAT DOES NOT MEET THE MESSAGE TRANSMISSION REQUIREMENTS OF THAT ACT; OR (ii) ASSIST IN THE ORIGINATION OF SUCH MESSAGES THROUGH THE PROVISION OR SELECTION OF ADDRESSES TO WHICH THE MESSAGES WILL BE TRANSMITTED.
    • NOTICE RE TRADEMARKS
      The trademark Demand Media and all other trademarks listed herein or used in the Service are owned or used under license by Demand Media and its affiliated organizations. The names of third parties and their products mentioned may be their trademarks. You may not use any of the above or other trademarks displayed on the Service or in any Service content. All rights are reserved.

Copyright © 2008. Demand Media, Inc.