Terms of Service and End User License Agreement

1. Agreement to These Terms

1.1 These Terms of Service and End User License Agreement (together, these “Terms”) form a binding contract between you, an adult individual (the “Customer,” and also “you”), and Happy Songs USA Corp., a corporation organized under the laws of the State of Texas, United States (“Happy Songs,” “we,” “us,” or “our”). Happy Songs is the provider and publisher of the App and, for direct web sales, the merchant of record; it is also the data controller (in Mexico, the responsable) for personal data processed through the App.

1.2 By creating an account, tapping “I agree,” or otherwise accessing or using the App, the Customer confirms that the Customer has read, understood, and agrees to be bound by these Terms and by the following documents, each incorporated by reference:

• the Privacy Notice (which includes the Subprocessor List, the source of truth for the third-party providers we use);
• the AI Content and Disclosure Policy;
• the Acceptable Use Policy; and
• the Referral Program Terms, which apply only if the Customer participates in that program.

If the Customer does not agree, the Customer must not use the App.

1.3 Arbitration and time-limit notice. These Terms contain a binding individual-arbitration provision, a waiver of class actions and jury trials, a one-year deadline to bring claims, and a batched procedure for large coordinated filings (Section 22). Please read Section 22 carefully; it affects how disputes are resolved. Where applicable law grants the Customer non-waivable consumer rights, those rights control to the extent of any conflict (Section 23).

1.4 We record the Customer's acceptance of these Terms (a “clickwrap” record), including timestamp and version accepted, as evidence of this agreement.

2. Who We Are; Contact

2.1 The App is provided by:

2.2 The Customer may contact us about these Terms, the App, or the Customer's account at the addresses above.

3. Definitions

• “Customer” — the adult individual who registers for and controls an account, contracts for the Service, makes any payment, and is the sole party to these Terms and the sole payee of any Referral Program reward.
• “Named Individual” — a person for whom the Customer creates personalized content by providing that person's first name. A Named Individual may be a child or any other person. The Named Individual is not a party to these Terms, does not hold an account, and is not a user, operator, purchaser, or contracting party.
• “Beneficiary Child” — a Named Individual who is a minor. Child-specific protections in these Terms, the Privacy Notice, and applicable law apply whenever a Named Individual is a minor.
• “Your Inputs” — the limited information the Customer provides to create content: the Named Individual's first name, a selected occasion, an optional dedication or short message, and creative selections (such as genre or mood). We do not collect or store a surname, nickname, age, date of birth, profile, or precise location of a Named Individual (Section 6).
• “Generated Content” — songs, lyrics, cover art, and other outputs produced by the App using artificial intelligence in response to Your Inputs.
• “AI Providers” — the third-party artificial-intelligence services used to produce Generated Content, currently: Google Lyria via Google Vertex AI (United States) for music; Anthropic and OpenAI (United States) for lyrics and text; and Nano Banana, Google's Gemini image-generation model (United States) for cover art. The current list of AI Providers and other subprocessors is maintained in the Subprocessor List, which is the source of truth; we give notice of material changes.
• “Service” — the App and all related features, content, and services we provide.
• “Jacks” — non-monetary in-app points described in Section 13.

4. Eligibility — Adult Customer; Children Are Beneficiaries, Not Parties

4.1 The Customer must be an adult. The App is offered only to individuals who are at least 18 years old, or the age of majority where they reside, and who have full legal capacity to enter into a binding contract. By using the App, the Customer represents and warrants that the Customer meets these requirements.

4.2 The App is operated by an adult Customer. The App is designed to be operated exclusively by an adult Customer. A child may enjoy Generated Content, but a child may not create an account, operate the App, transact, purchase, refer, earn, or otherwise act as a party or economic operator. Any account, purchase, referral, reward, or other action taken through the App is deemed taken by, and is the responsibility of, the adult Customer.

4.3 Consent on behalf of a child. Where a Named Individual is a child (a Beneficiary Child), the Customer represents and warrants that the Customer is that child's parent or legal guardian, and the Customer consents, on the child's behalf, to the limited processing described in the Privacy Notice that is necessary to create the requested content. The Customer further represents that providing the child's first name for this purpose does not violate the child's rights of privacy, publicity, or otherwise. Using general “person” language elsewhere in these Terms does not remove these child-specific protections.

4.4 Age or stage is used in the moment, not stored. Where the App asks about a Named Individual's stage in order to help the Customer browse or tailor content, that information is used only at that moment and is not retained; the App does not require or store a child's date of birth or age.

4.5 Age-appropriate design, applied proportionately. The App is not directed to or marketed to children, and there is no child-facing account or child-operated interface to design. Because a child is nonetheless likely to be present when the App is used, we address this proportionately — we do not market to, advertise to, track, or profile a child, and we keep any data about a child to a first name only (Section 6) — rather than assuming the full design duties of a service that children themselves operate. This does not make a child a party to these Terms or an operator of the App.

4.6 Incidental, parent-supervised listening is not a child using the App, and does not make the Service directed to children. Incidental, parent-supervised access by a child does not make the Service child-directed within the meaning of applicable children's-privacy law, including the U.S. Children's Online Privacy Protection Act (COPPA). As with any general-audience app, an adult Customer may let a child hear a song on the adult's own device; that incidental, supervised listening is not a child “using” or “accessing” the Service as a user, it does not convert an adult-operated Service into one directed to children, and it does not give Happy Songs actual knowledge that it is collecting personal information from a child. Three affirmative facts about how the App is built hold this line: (a) we build no profile of the child — we hold only the first name the Customer provides (Section 6); (b) we direct no feature, screen, content, character, or message at a child — there is no child login, no child-facing mode, and nothing that invites a child to act, earn, or transact; and (c) we collect no data from the child — every Input is provided by, and the account is operated by, the adult Customer (Sections 4.2 and 6). Honest boundary: a Beneficiary Child's first name is processed, with the Customer's parental consent (Section 4.3), and even so we do not market to, advertise to, track, or profile a child. If a future feature were to speak to a child or be operated by a child, that would change this analysis, and we would re-assess before it ships.

4.7 The Customer is responsible for supervising any child's enjoyment of Generated Content and for all activity under the Customer's account.

5. The Service; Paid Subscription Offered with Free Promotional Access

5.1 The App generates personalized songs, lyrics, and cover art using artificial intelligence, based on Your Inputs.

5.2 Happy Songs is a paid subscription service, currently offered with free promotional access. During the promotional period, access is provided free of charge: no payment method is collected, and no charge or automatic renewal is applied. Free promotional access is not a permanent free service. Continued access may require a paid subscription, governed by Section 10, which takes effect only if and when the Customer affirmatively subscribes to a paid plan and provides a payment method.

5.3 No retroactive paid rights from free promotional access. Content accessed during free promotional access does not carry, and is not upgraded to, any rights, scope, or terms of any later paid plan. Introducing, or the Customer later subscribing to, a paid plan does not retroactively change the nature, scope, or duration of access to content created during free promotional access, which remains governed by these Terms — including the revocable, in-App-only, non-perpetual access license in Section 7.

5.4 We may modify, add, suspend, or discontinue parts of the Service as described in Section 12 and Section 20.

6. Your Inputs; Data Minimization

6.1 First name only. About a Named Individual, we collect and store only a first name. We do not collect or store a surname, nickname, age, date of birth, profile, or precise location. This data-minimization approach is a core commitment of the Service.

6.2 No special-category data. The Customer must not submit, and the App is not designed to collect, special-category data about any person of any age, including health, medical, biometric, genetic, racial, religious, or sexual-orientation data. In particular, the “Get Well” occasion (presented in the App in Spanish as “Mejórate Pronto”) is intended for generic well-wishing only and must never be used to describe a specific illness, diagnosis, symptom, or medical condition.

6.3 What we hold from the Customer. As further described in the Privacy Notice, we hold from the Customer: the Customer's phone number (used as the login and primary account identifier), an optional email address, device and technical data, usage and analytics data (consent-gated, and off on surfaces likely to be used by children), song-creation content, and communications with us.

6.4 Warranties on Inputs. The Customer represents and warrants that the Customer has all rights and authority necessary to submit Your Inputs; that Your Inputs do not infringe or violate any third party's rights; and that, where a Named Individual is a child, the Customer is that child's parent or legal guardian as described in Section 4.3.

7. License to Generated Content — A Revocable, In-App Access License

7.1 No exclusive copyright is conveyed. Generated Content is produced substantially or entirely by artificial intelligence. Under applicable law, including the position of the U.S. Copyright Office, a work generated entirely by artificial intelligence without sufficient human authorship is generally not registrable and may not be protected by copyright. Accordingly, Happy Songs does not own, and cannot grant the Customer, an exclusive copyright in Generated Content, and the Customer does not receive ownership of, or an exclusive copyright in, Generated Content.

7.2 What the Customer receives: a personal, revocable license to access and play, inside the App only. Subject to the Customer's compliance with these Terms, Happy Songs grants the Customer a personal, non-exclusive, non-transferable, and revocable license to access and play the Generated Content created through the Customer's account, solely for personal, non-commercial enjoyment and solely within the App. This is a license of access. It is not a transfer of ownership, not a sale, and not the delivery of a file the Customer may keep, use, or control outside the App. The Customer does not receive title to, or a stand-alone copy of, the Generated Content.

7.3 Nothing is unique or one-of-a-kind. Because Generated Content is AI-generated and generally not subject to exclusive copyright, identical or substantially similar content may be generated for, or independently created by, other people. Personalization works by inserting the first name the Customer provides into shared, reused material; the same or substantially similar song may be produced for other people who share that first name (for example, another child with the same first name). The Customer's license is non-exclusive, and the Customer has no exclusive, unique, or “one-of-a-kind” right in the Generated Content. The Customer agrees not to describe, market, resell, or represent any Generated Content as unique, exclusive, one-of-a-kind, or as the Customer's property; we likewise do not represent it as such.

7.4 What “your song” and “forever” mean here. Any statement that a song is “yours,” “your song,” “your family's song,” “yours to keep,” “personalized for the Named Individual,” or available “forever” refers only to the Customer's ongoing ability to access and play it inside the App while the Customer's access is active — and not to ownership, not to any exclusive or unique right, not to a file the Customer holds or controls outside the App, and not to guaranteed perpetual availability. Access is not permanent and may end (Sections 7.7 and 8).

7.5 Commercial use. Commercial use of Generated Content (for example, in advertising, broadcast, sale, or paid distribution) is not licensed under these Terms and requires our prior written agreement.

7.6 Watermark and AI disclosure. Generated audio carries an embedded machine-readable watermark (Google SynthID) and other AI-disclosure signals. The Customer must not remove, obscure, or tamper with any such watermark or signal.

7.7 Access is revocable and not perpetual. The Customer's license to access and play Generated Content is not permanent and is not guaranteed “forever.” In particular:

• (a) where a paid plan applies (Section 10), access continues while the Customer's subscription is active and ends if the subscription is cancelled, lapses, or is not renewed;
• (b) during free promotional access, access is granted at Happy Songs' discretion and may be limited, suspended, or revoked; and
• (c) Happy Songs may terminate or revoke access to Generated Content, and purge the on-device cache, at its discretion — with notice where practicable — including for the reasons in Section 20.

When access ends, the App stops playback and purges the cached copy on the Customer's device (Section 8). Non-waivable consumer rights are preserved (Section 23).

7.8 License from the Customer to us. The Customer grants Happy Songs a non-exclusive, worldwide, royalty-free license to host, process, reproduce, and display Your Inputs and Generated Content solely as needed to operate, secure, and improve the Service and to comply with law. We do not use a child's personal information for behavioral advertising or profiling. Details are in the Privacy Notice.

7.9 Protective assignment of any rights that may exist. Without conceding that any such rights exist, and consistent with Section 7.1: to the extent any copyright or other intellectual-property right nonetheless subsists in Generated Content and would otherwise vest in the Customer, the Customer irrevocably and presently assigns to Happy Songs all such right, title, and interest, if any, to the maximum extent permitted by applicable law. This assignment is protective only; it does not enlarge the access-only license in Section 7.2, does not concede that such rights exist, and does not purport to assign any moral right or any right that cannot lawfully be assigned.

8. Closed Ecosystem; Offline Cache; Anti-Circumvention

8.1 Closed ecosystem — no export, copying, or sharing out of the App. Generated Content is made available to the Customer only inside the App. The Customer may not export it, download it as a stand-alone file, save it outside the App, copy it, extract it, screen- or audio-capture it for redistribution, share it, transmit it, re-host it, or otherwise remove Generated Content from the App, whether by technical means or otherwise. Nothing in these Terms gives the Customer a right to obtain the underlying audio file.

8.2 On-device cache for offline playback. So the Customer can enjoy songs offline, the App may store a copy of Generated Content on the Customer's device for offline playback within the App. This on-device copy is an internal, App-managed cache. It is not exposed to the Customer as a file, cannot be exported or opened outside the App, and may be purged by the App when access ends, on account deletion, or in the ordinary course. No stand-alone audio file is delivered to the Customer, and the cache does not expand the Customer's license or grant ownership or commercial rights.

8.3 Consequences of extraction or circumvention. The closed-ecosystem restriction in Section 8.1 is a material term. If the Customer extracts, copies, records for removal, decrypts, or otherwise removes Generated Content from the App, or circumvents, disables, bypasses, or tampers with any technological measure the App uses to control access to or copying of Generated Content or its on-device cache, then, to the maximum extent permitted by law:

• (a) the Customer is in material breach of these Terms, and we may suspend or terminate access and the account (Section 20);
• (b) any retention, further use, reproduction, distribution, public performance, posting, or sharing of the extracted copy is unauthorized and prohibited, and the Customer must immediately cease all use of it and delete or destroy every copy;
• (c) to the extent the App applies an effective technological protection measure to Generated Content or its on-device cache, circumventing that measure may independently violate the anti-circumvention and anti-trafficking provisions of the U.S. Digital Millennium Copyright Act, 17 U.S.C. § 1201, to the extent those provisions apply, and we reserve all remedies available under those provisions and in contract; and
• (d) on termination or revocation of access, the Customer must remove and delete all copies of Generated Content in the Customer's possession or control — including any copies uploaded, posted, or shared to social media or other platforms — and, where those platforms permit, take them down.

For the avoidance of doubt, Happy Songs does not assert that Generated Content is protected by a Happy Songs copyright, and this Section 8.3 is not a claim of copyright infringement in the content; it addresses breach of contract, unauthorized use, and circumvention of technological measures.

9. AI Generation — Provider Disclosures, Consent, Filters, and Refund/Retry

9.1 AI-generated. Songs, lyrics, and cover art in the App are generated by artificial intelligence using the AI Providers named in Section 3 and in the Subprocessor List.

9.2 Explicit consent before any personal data is sent. Before any personal data is sent to a third-party AI Provider, the App presents an in-App disclosure naming the applicable AI Providers, and the Customer must consent to that processing. A link to a policy alone is not relied upon in place of this in-App consent.

9.3 Data minimization in AI generation. The App minimizes the personal data shared with AI Providers. The real first name is sent only to the music provider (Google Lyria via Google Vertex AI), because it is sung in the audio. The lyric providers (Anthropic and OpenAI) receive a placeholder name, and the real first name is inserted locally within the App. Cover-art generation does not require the real first name.

9.4 Content filters may reject a generation. The App applies automated child-safety and content filters. These filters may refuse or reject a generation request — including a request that would otherwise have been fulfilled — if the request or the output does not pass the applicable safety checks. Rejection is an automated outcome, and Generated Content is not guaranteed for any particular request.

9.5 Refund and retry for paid generations. During free promotional access no charge applies, so nothing is owed for a rejected generation. Where a generation is a paid feature and a paid generation is rejected by a content filter or otherwise not delivered, the Customer is entitled to a retry at no additional charge or, at the Customer's election, a refund of the amount paid for that generation, in accordance with the refund policy then in effect and applicable app-store rules. We disclose this before the Customer pays.

9.6 Automated decision; human review. A filter rejection is an automated decision. Where the Customer has paid for a generation, the Customer may request that we review the outcome, and we will provide a reasonable means to seek human review or an alternative.

9.7 Provider risk allocation, stated honestly. Generated Content is produced by third-party AI models trained on large datasets, and there is active industry litigation about training data and output similarity. The Customer acknowledges the following, which are basic to the bargain:

• (a) The music provider does not indemnify Happy Songs for any intellectual-property infringement in the musical output; Happy Songs carries that residual risk and mitigates it through active safety and similarity filters, the prohibition on imitating real people (Section 9.8), content-provenance signals (Section 7.6), and the media/IP insurance it maintains or intends to maintain. The lyric providers likewise do not indemnify Happy Songs for the text output; Happy Songs carries and mitigates that residual risk in the same way, and no provider protection runs to the Customer.
• (b) No AI Provider indemnifies Happy Songs for a data breach; Happy Songs carries that residual risk and mitigates it through its security program and the cyber/breach insurance it maintains or intends to maintain, as described in the Privacy Notice.
• (c) These measures support Happy Songs' good-faith and reasonable-care position and reduce risk; they do not make any AI Provider liable to the Customer and do not shield the Customer or Happy Songs from the substance of any third-party claim. Remedies and liability remain governed by Sections 17 and 18.

9.8 No imitation of real people. The Customer must not use the App to imitate the voice, likeness, name, or identifiable style of any real person or artist. See the Acceptable Use Policy.

9.9 Nature of AI output. Generated Content may be imperfect, unexpected, repetitive, or inaccurate, and is provided for entertainment and personal enjoyment. Do not rely on Generated Content for professional, medical, legal, financial, safety, or other consequential purposes.

10. Subscriptions, Billing, Auto-Renewal, Cancellation, and Refunds

10.1 Subscription model. Happy Songs is a paid subscription service, currently offered with free promotional access (Section 5.2). The following terms govern any paid subscription the Customer elects to purchase. They become operative for the Customer upon subscribing and providing a payment method; during free promotional access, no payment method is collected and no charge or renewal occurs.

10.2 How the Customer pays; we do not store card numbers. Happy Songs does not store card numbers.

• In-app purchases (Apple and Google). Subscriptions purchased through the Apple App Store or Google Play are sold through and billed by those stores under their terms, using Apple In-App Purchase or Google Play Billing. Those stores process the payment card; Happy Songs receives only subscription status and receipts, through our subscription-management provider, RevenueCat.

Happy Songs stores transaction and subscription records and tax records as required for accounting, tax, and support.

10.3 Disclosure before purchase. Before the Customer pays, we disclose the material terms of the plan, including price (with applicable taxes shown as required by law — in the United States, sales tax is added at checkout where applicable; in Mexico, prices are shown with IVA included), the billing period, what automatically renews, and how to cancel.

10.4 Automatic renewal and affirmative consent. By subscribing and providing a payment method, the Customer authorizes Happy Songs (through the applicable app store or web processor) to charge the then-current subscription fee on a recurring basis, and agrees that the subscription automatically renews until the Customer cancels. The Customer's consent to automatic renewal is given by, and conditioned on, providing a payment method and accepting the paid terms; no auto-renewal exists unless and until the Customer does so.

10.5 Cancellation, at least as easy as sign-up. The Customer may cancel at any time — for app-store subscriptions, through the app-store subscription controls; for direct web subscriptions, through the in-App or web cancellation control. Cancellation stops future renewals.

10.6 Access after cancellation (degrade, not cut off mid-term). If the Customer cancels, or a renewal is not completed, the Customer keeps the paid access already paid for until the end of the current paid period, after which access downgrades to any then-available free tier or ends. Access is not cut off before the paid period the Customer already bought expires.

10.7 Refunds. Except where required by non-waivable law or app-store policy, fees already paid for a billing period are not refundable on a partial or pro-rated basis if the Customer cancels mid-period; the Customer simply keeps access until the period ends. Refunds for app-store purchases are handled under the applicable store's policy. The refund and retry rights for rejected paid generations in Section 9.5 continue to apply.

10.8 Price changes, with notice. We may change subscription prices. Any price increase applies only prospectively, on a renewal, and we will give the Customer advance notice before it takes effect and obtain renewed consent where required by law or app-store policy. If the Customer does not accept a price increase, the Customer may cancel before it takes effect.

10.9 Restore purchases. The Customer may restore eligible non-consumable entitlements without re-charge; restoring re-enables in-App access and does not re-download files.

11. Referral Program

11.1 Program and its terms. Happy Songs offers a referral program (the “Referral Program”), presented in the App as “Familia Emprendedora.” The Referral Program is governed by the separate Referral Program Terms, incorporated by reference; the summary below does not replace them.

11.2 Single-tier reward, operated by the adult Customer. The Referral Program is single-tier: it is not a pyramid scheme, a multi-level-marketing plan, or a business opportunity. The reward is a reward/cashback, not a commission, salary, or wage. It is operated solely by the adult Customer, who is the sole participant and the sole payee.

11.3 A child is never paid and is never a participant. The child-facing financial-literacy narrative in the App is motivational and educational only. A child is never a participant, is never a payee, and is never paid. All rewards are earned and received by the adult Customer. There is no payment to minors.

11.4 How a reward is earned and claimed. A reward is deposited when both conditions are met: (a) the referred person subscribes and pays; and (b) the referring Customer has reached the Customer's stated goal. The Customer has a two-month window to claim a deposited reward. If a referred payment is later refunded or charged back, the corresponding reward is subject to clawback and is deducted from a later payout. Additional mechanics and eligibility rules are in the Referral Program Terms.

11.5 Payout rail (Wise). Referral rewards are paid to the adult Customer through Wise, a regulated cross-border payments provider. Availability is limited to the countries and banks that Wise supports, and Wise performs its own identity verification (KYC). Where Wise is unavailable to the Customer, a reward may not be payable.

11.6 Tax. Referral rewards are ordinary payments to the adult Customer. Happy Songs reports these payments to the adult payee as required by law (for example, CFDI issuance and any applicable withholding in Mexico, and Form 1099 reporting in the United States). The Customer is responsible for any tax on rewards received. This is an ordinary adult payment, not a minor-payment structure.

11.7 Financial-incentive notice. Where required by law (for example, under the California Consumer Privacy Act), the financial-incentive notice for the Referral Program is provided in the Privacy Notice and the Referral Program Terms.

12. Changes to Plans, Features, Pricing, and the Service

12.1 Nothing is guaranteed to last forever. Plans, features, content, pricing, and the Referral Program may change, be added, or be discontinued. We may modify or discontinue the Service or any part of it.

12.2 Changes are prospective, with notice and the ability to cancel. Any change applies prospectively only and does not retroactively deprive the Customer of what the Customer has already paid for. Where the law requires — in particular for a subscription price increase (Section 10.8) — we give advance notice and obtain renewed consent where required, and the Customer may cancel before the change takes effect. Access to Generated Content remains as described in Sections 7 and 8: not perpetual, and revocable with notice where practicable.

12.3 Changes to these Terms. We may update these Terms. For material changes, we give reasonable notice (in-App or by the contact the Customer provided) and update the “Last updated” date. Changes take effect as stated in the notice; continued use after the effective date constitutes acceptance, except where applicable law requires renewed affirmative consent. No change retroactively removes non-waivable consumer protections (Section 23).

13. Jacks — Non-Monetary

13.1 Jacks are in-App points that have no monetary value. Jacks are not money, currency, virtual currency, credit, or a stored-value or payment instrument.

13.2 Jacks are not redeemable, exchangeable, transferable, cashable, or convertible into money, goods, or prizes of economic value, and are not awarded through paid random-chance mechanics. Jacks may be adjusted, expired, or discontinued at any time and confer no property right.

13.3 Any feature that records Jacks earned before the Customer installs the App (for example, recovery through a unique code) simply reflects the same non-monetary Jacks and does not change their nature.

14. Acceptable Use

14.1 The Customer agrees to use the App lawfully and only as permitted by these Terms and the Acceptable Use Policy, incorporated by reference. Without limiting that policy, the Customer agrees not to:

• (a) provide Inputs that are unlawful, hateful, harassing, sexual, violent, defamatory, or that exploit, endanger, or sexualize any child;
• (b) submit any special-category data about any person, including health, medical, biometric, religious, or similar data (Section 6.2);
• (c) imitate or attempt to generate the voice, likeness, name, or identifiable style of a real person or artist, or otherwise infringe another's rights of publicity, privacy, or intellectual property;
• (d) submit personal information about any third party (including any child) without authority to do so;
• (e) remove, defeat, or tamper with content filters, watermarks, or AI-disclosure signals;
• (f) extract, copy, export, share, or re-host Generated Content, or circumvent any technological measure protecting it (Section 8);
• (g) use the App or Generated Content for commercial purposes without our prior written agreement;
• (h) reverse engineer, decompile, scrape, overload, or interfere with the App or its security; or
• (i) operate the App on behalf of, or grant operational control to, a minor.

14.2 Reporting and enforcement. The App provides a means to report or flag content. We may remove content and suspend or terminate access for violations, consistent with Section 20 and the Acceptable Use Policy. Copyright complaints may be submitted to our designated agent as described in the Acceptable Use Policy.

15. The Customer's Account

15.1 The Customer's phone number is the login and primary account identifier; an email address is optional. The Customer is responsible for maintaining the confidentiality of account credentials and for all activity under the account, and must notify us promptly of any unauthorized use.

15.2 One account per person. The Customer may hold one account and may not create or operate multiple or duplicate accounts, use false, automated, disposable, or another person's identity, or otherwise register repeatedly, in order to obtain free promotional access more than once, multiply free generations or Jacks, evade usage limits or a prior suspension, or abuse any free trial or promotion. We may detect, investigate, and prevent such conduct and may decline, limit, consolidate, suspend, or terminate accounts, revoke access and any Jacks obtained through abuse, and decline to honor promotional pricing or free trials obtained in violation of this section. This section does not override any non-waivable consumer right (Section 23).

15.3 The Customer may not transfer or share the account with any minor or grant a minor operational control (Section 4).

16. Intellectual Property in the App

16.1 The App, and all software, trademarks (including “Happy Songs” and our logos), text, graphics, and user interface we provide (excluding Your Inputs and Generated Content, governed by Sections 6–8), are owned by Happy Songs or its licensors and are protected by law. We grant the Customer a limited, revocable, non-exclusive, non-transferable license to use the App as intended by these Terms. All rights not expressly granted are reserved.

16.2 AI Provider terms. The Customer's use of the App is also subject to the applicable use policies of the AI Providers. Nothing here grants the Customer rights beyond those the AI Providers permit.

17. Disclaimer of Warranties (“As Is”)

17.1 The App, the Service, and all Generated Content are provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory, to the maximum extent permitted by law. Happy Songs and its licensors and AI Providers disclaim all implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising from course of dealing or usage of trade.

17.2 We do not warrant that the Service will be uninterrupted, secure, or error-free; that any particular generation will succeed; that Generated Content will be accurate, original, unique, appropriate, or non-infringing; or that content will remain available.

17.3 Non-waivable rights preserved. Some jurisdictions do not allow the exclusion of certain warranties or statutory guarantees. To the extent applicable law provides the Customer with non-waivable warranties or consumer guarantees, this Section 17 applies only to the extent permitted, and those non-waivable rights are not limited (Section 23).

18. Limitation of Liability

18.1 To the maximum extent permitted by law, Happy Songs, its affiliates, officers, employees, agents, licensors, and AI Providers will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of data, goodwill, or profits, arising out of or relating to the App, the Service, or the Generated Content, even if advised of the possibility of such damages.

18.2 Aggregate cap. To the maximum extent permitted by law, our total aggregate liability arising out of or relating to these Terms, the App, or the Service will not exceed the greater of (a) the total amounts the Customer actually paid to Happy Songs for the Service in the twelve (12) months preceding the event giving rise to the claim (which, during free promotional access, is US$0), or (b) US$100.

18.3 Basis of the bargain; carve-out. The disclaimers and limitations in Sections 17 and 18 are a fundamental basis of the bargain. Nothing in these Terms limits liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded under applicable law. Where applicable consumer law provides non-waivable remedies, those remedies are preserved (Section 23).

19. Indemnification by the Customer

19.1 The Customer agrees to defend, indemnify, and hold harmless Happy Songs, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Your Inputs; (b) the Customer's use of the App or Generated Content, including any commercial or public use; (c) the Customer's breach of these Terms or the Acceptable Use Policy; (d) the Customer's violation of any law or of any third party's rights, including intellectual-property, publicity, or privacy rights, or rights of any child; or (e) the untruth of any representation the Customer makes about authority over a Named Individual's information.

19.2 This indemnity covers the Customer's own inputs and conduct. It does not transfer to the Customer the intellectual-property risk of the AI-generated output itself, which is addressed in Section 9.7. We may assume the exclusive defense and control of any indemnified matter, in which case the Customer will cooperate. This indemnity does not require the Customer to indemnify us for our own fraud, gross negligence, or willful misconduct, or where prohibited by consumer law.

20. Term; Suspension; Termination

20.1 These Terms apply while the Customer uses the App and until terminated.

20.2 The Customer may stop using the App and delete the account at any time through in-App account controls or by contacting us.

20.3 We may suspend or terminate access, with or without notice, for any violation of these Terms or the Acceptable Use Policy, for legal or safety reasons, or if we discontinue the Service. Where practicable and lawful, we give notice.

20.4 On termination or revocation of access, the licenses in Sections 7.2 and 16.1 end, the App stops playback and purges the on-device cache of Generated Content, and — because no stand-alone file is ever delivered — no downloaded copy survives. Sections that by their nature should survive (including Sections 7, 8, 9, 17, 18, 19, and 21–23, and the post-termination take-down duty in Section 8.3(d)) survive termination.

21. Governing Law

21.1 These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Texas, United States, and applicable U.S. federal law (including the Federal Arbitration Act for Section 22), without regard to conflict-of-laws rules.

21.2 Non-waivable local law. This choice of law does not deprive a consumer of the protection of mandatory, non-waivable provisions of the consumer-protection law of the consumer's country or state of habitual residence. For consumers in Mexico, mandatory provisions of Mexican consumer-protection law (Ley Federal de Protección al Consumidor / PROFECO) apply notwithstanding this section, to the extent they cannot be waived (Sections 23 and 24).

22. Dispute Resolution — Informal Resolution, Arbitration, and Class-Action Waiver

Please read this section carefully. It requires most disputes to be resolved by binding individual arbitration and waives class actions and jury trials, subject to the carve-outs below and the non-waivable-rights clause in Section 23. It also sets a one-year deadline to file a claim, applies a batched procedure to large coordinated filings, and is drafted assuming its enforceability against a minor is limited.

22.1 Informal resolution first. Before starting arbitration, the Customer and Happy Songs agree to try to resolve the dispute informally for at least sixty (60) days after written notice to the other party (to us at support@happysongs.ai). The notice must describe the dispute and the relief sought.

22.2 Agreement to arbitrate. If the dispute is not resolved, the Customer and Happy Songs agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by final and binding individual arbitration administered by [arbitration provider — e.g., AAA] under its applicable consumer arbitration rules, rather than in court, except as provided in Section 22.6. The Federal Arbitration Act governs the interpretation and enforcement of this section.

22.3 Seat, procedure, costs. The arbitration will be seated in [county], Texas, or conducted by video or telephone, or, for consumers, in the Customer's county of residence, at the Customer's election where the rules permit. The arbitrator may award the same individual relief a court could. For consumer claims, we will pay filing and arbitration fees to the extent required by the administering provider's consumer rules or applicable law.

22.4 Class-action and jury waiver. To the maximum extent permitted by law, the Customer and Happy Songs each waive any right to a jury trial and any right to bring or participate in a class, collective, consolidated, or representative action. The arbitrator may award relief only on an individual basis. If this waiver is found unenforceable as to a particular claim, that claim (and only that claim) will proceed in court, and the rest of this Section 22 remains in effect.

22.5 Opt-out. The Customer may opt out of this arbitration agreement by written notice to support@happysongs.ai within thirty (30) days of first accepting these Terms, stating the Customer's name and intent to opt out. Opting out does not affect any other part of these Terms.

22.6 Carve-outs. Notwithstanding the above, either party may (a) bring an individual claim in small-claims court if it qualifies, and (b) seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property or address unauthorized access or misuse. Nothing in this section requires arbitration of any claim that applicable law prohibits from being arbitrated or that a consumer cannot be compelled to arbitrate.

22.7 One-year limitations period. To the maximum extent permitted by applicable law, any claim arising out of or relating to these Terms, the App, or the Service must be commenced within one (1) year after the claim first accrues; otherwise it is permanently barred. This does not apply where applicable law prohibits contractually shortening the limitations period, and it does not limit any non-waivable consumer right (Section 23) or any right of a minor.

22.8 Coordinated (“mass”) filings. If twenty-five (25) or more demands for arbitration raising substantially similar claims are filed by, or with the coordination of, the same or coordinated counsel or organizations, the parties agree that the administering provider's supplementary rules for multiple case filings (or equivalent mass-arbitration procedures) apply, including staged processing of a limited number of cases first and consolidated administrative treatment of fees. This provision is procedural and does not waive any individual claimant's right to individualized relief on the merits or any non-waivable right.

22.9 Minors. These Terms are entered into by an adult Customer; a child is not a party. In many jurisdictions an arbitration agreement or class-action waiver may be unenforceable, voidable, or disaffirmable when asserted against a minor. Nothing in these Terms is intended to bind a minor to arbitration or to a class-action waiver or to waive a minor's non-waivable rights. If any part of this Section 22 is found unenforceable because it would affect a minor, that part is severed as to the minor, and the remainder continues to apply between Happy Songs and the adult Customer to the extent enforceable.

22.10 Severability of this section. If any part of this Section 22 (other than the class-action waiver, governed by Section 22.4) is found unenforceable, the remainder stays in effect.

23. Non-Waivable Consumer Rights (Controlling Carve-Out)

23.1 Nothing in these Terms — including the disclaimers (Section 17), the limitation of liability (Section 18), the governing-law clause (Section 21), or the arbitration and class-action waiver (Section 22) — waives, limits, or overrides any right, remedy, or protection that applicable consumer-protection law makes non-waivable for the Customer as a consumer. Where any provision of these Terms conflicts with such a non-waivable right, the non-waivable right controls, and the remainder of these Terms remains in effect. This includes the mandatory provisions of the Ley Federal de Protección al Consumidor in Mexico and mandatory consumer protections under U.S. federal and state law.

24. Mexico-Specific Provisions

24.1 Spanish version and PROFECO registration. For consumers in Mexico, a Spanish-language version of these Terms governs, and this contract of adhesion is registered with PROFECO's Registro Público de Contratos de Adhesión. Prices offered to consumers in Mexico are shown in Mexican pesos with IVA included.

24.2 Data-protection authority and law. For personal data of individuals in Mexico, Happy Songs acts as responsable under the Ley Federal de Protección de Datos Personales en Posesión de los Particulares (2025). The competent authority is the Secretaría de Anticorrupción y Buen Gobierno. Details of processing, legal bases, and ARCO rights are in the Privacy Notice.

24.3 Mandatory consumer protections. Mandatory, non-waivable provisions of Mexican consumer-protection law apply notwithstanding Sections 21 and 22, to the extent they cannot be waived (Section 23).

24.4 Terms for other countries. Where the App is offered in other countries, additional or differing terms required by local law are provided separately and apply in addition to these Terms for consumers in those countries.

25. Electronic Communications and Notices

25.1 The Customer consents to receive communications from us electronically (in-App, by email, or by SMS to the number provided) and agrees that electronic communications satisfy any legal requirement that communications be in writing. Message and data rates may apply. Marketing messages are sent only with the Customer's opt-in and include an opt-out; transactional and legal notices are not marketing.

25.2 Notices to us must be sent to support@happysongs.ai or to our operating address in Section 2. Notices to the Customer may be given through the App or the contact information associated with the account.

26. General

26.1 Entire agreement. These Terms, together with the documents incorporated by reference (the Privacy Notice, the AI Content and Disclosure Policy, the Acceptable Use Policy, the Referral Program Terms, and any paid terms the Customer separately accepts), are the entire agreement between the Customer and Happy Songs regarding the App, superseding prior agreements on the subject.

26.2 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions stay in effect (subject to Sections 22.4 and 22.10).

26.3 No waiver. Our failure to enforce a provision is not a waiver.

26.4 Assignment. The Customer may not assign these Terms without our consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets, on notice.

26.5 Relationship of the parties. These Terms create no partnership, agency, employment, or joint venture.

26.6 Force majeure. We are not liable for delays or failures caused by events beyond our reasonable control.

26.7 Third-party beneficiaries. The AI Providers and our other licensors are intended third-party beneficiaries of the disclaimers, limitations, and use restrictions that reference them. Otherwise there are no third-party beneficiaries, and a child acquires no contractual rights under these Terms.

26.8 Headings and language. Headings are for convenience only. The English version of these Terms is the master and controls, except where applicable law requires a local-language version to prevail (Section 24).

Happy Songs USA Corp. — Terms of Service and End User License Agreement, Version 1.0.