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TERMS OF SERVICE

THE HAPPENER, INC

Last Updated: [April 2026]

THESE TERMS REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS. SEE ARTICLE 19.

These Terms of Service (“Terms”) form a legally binding agreement between The Happener, Inc., a Montana corporation (“The Happener,” “we,” “us,” or “our”), and the business entity or individual acting in a commercial capacity (“Creator,” “Organizer,” “Customer,” or “you”) accessing or using The Happener’s website, platform, applications, and related services (collectively, the “Platform”).

The Platform and all related tools, dashboards, APIs, widgets, analytics, communications features, and related offerings are collectively referred to as the “Services.”

By accessing or using the Services in a commercial capacity, you agree to be bound by these Terms.

ARTICLE 1. COMMERCIAL USE ONLY

The Services are offered solely for business and commercial use. By using the Services, you represent and warrant that:

• You are acting on behalf of a business, organization, venue, promoter, or other commercial entity;

• You have authority to bind that entity;

• You are not using the Services as a consumer for personal, household, or family purposes.

Consumer protection laws that apply to personal transactions are not intended to apply to this Agreement.

ARTICLE 2. DESCRIPTION OF SERVICES

The Happener provides a platform that enables Creators to:

• Publish and promote events and related content;

• Communicate with followers and subscribers;

• Access marketing and analytics tools;

• Embed event listings via widgets and APIs;

• Manage audience engagement and performance data.

The Happener does not process ticket payments or act as a ticketing agent.
Any ticket sales occur through third-party platforms. We are not responsible for ticket pricing, fulfillment, refunds, chargebacks, disputes, or payment processing.

We may modify, enhance, suspend, or discontinue any part of the Services at any time.

ARTICLE 3. ACCOUNT REGISTRATION

You must provide accurate and complete information when registering and keep it updated.

You are responsible for:

• Maintaining account confidentiality;

• All activity under your account;

• Ensuring authorized personnel comply with these Terms.

You must notify us promptly of unauthorized use.

ARTICLE 4. YOUR CONTENT

You retain ownership of content you publish (“Creator Content”).

You represent and warrant that:

• You have all rights necessary to publish the Creator Content;

• The Content does not infringe intellectual property, privacy, publicity, or other rights;

• The Content complies with applicable laws, including advertising and marketing laws.

You grant The Happener a worldwide, royalty-free, non-exclusive, sublicensable license to host, store, reproduce, display, distribute, modify for formatting purposes, and otherwise use Creator Content solely to:

1. Provide and operate the Services;

2. Promote your events within the Platform;

3. Promote The Happener and its Services.

We do not acquire ownership of your Creator Content.

ARTICLE 5. ACCEPTABLE USE

You agree not to:

• Violate any applicable law or regulation;

• Post false, misleading, or deceptive event information;

• Upload malware or interfere with Platform functionality;

• Reverse engineer, scrape, or copy the Platform;

• Use the Services to build a competing service;

• Harvest user data without lawful basis;

• Interfere with other users’ access.

We may suspend or terminate accounts for violations.

ARTICLE 6. ANALYTICS AND DATA

We may provide analytics and performance metrics (“Analytics Data”).

All Analytics Data, aggregated insights, and derived data generated by the Platform remain the exclusive property of The Happener.

You receive a limited, non-transferable license to use Analytics Data solely for internal business purposes related to your use of the Services.

You may not:

• Resell Analytics Data;

• Share Analytics Data with competitors;

• Use Analytics Data to develop a competing platform.

ARTICLE 7. FEES AND SUBSCRIPTIONS (IF APPLICABLE)

Certain Services may require payment.

Unless otherwise agreed in writing:

• Fees are due in advance;

• Fees are non-refundable;

• Late payments may result in suspension;

• We may change pricing upon renewal with notice.

You are responsible for all applicable taxes.

ARTICLE 8. DATA PROTECTION

Each party agrees to comply with applicable data protection laws.

Role Allocation (B2B Context):

• The Happener acts as an independent controller for account and platform operation data.

• Where we process personal data on your behalf (e.g., email distribution tools), we act as a processor pursuant to a separate Data Processing Addendum (“DPA”), if applicable.

You are responsible for:

• Obtaining required consents;

• Complying with email and marketing laws (e.g., CAN-SPAM);

• Responding to data subject requests relating to your Creator Content and communications.

ARTICLE 9. PLATFORM OWNERSHIP

All intellectual property in the Platform (“The Happener IP”) remains our exclusive property.

We grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Services solely for your internal business purposes in accordance with these Terms.

No rights are granted except as expressly stated.

ARTICLE 10. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

THE HAPPENER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

• MERCHANTABILITY

• FITNESS FOR A PARTICULAR PURPOSE

• NON-INFRINGEMENT

• UNINTERRUPTED OR ERROR-FREE OPERATION

WE DO NOT WARRANT THAT THE SERVICES WILL RESULT IN ANY PARTICULAR LEVEL OF ATTENDANCE, ENGAGEMENT, REVENUE, OR BUSINESS SUCCESS.

ARTICLE 11. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

1. THE HAPPENER SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

2. WE ARE NOT LIABLE FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION.

3. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO THE HAPPENER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

This limitation applies regardless of legal theory.

ARTICLE 12. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless The Happener and its officers, employees, and affiliates from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising from:

• Your Creator Content;

• Your violation of these Terms;

• Your violation of law;

• Your marketing or promotional activities.

ARTICLE 13. SUSPENSION AND TERMINATION

We may suspend or terminate your access:

• For breach of these Terms;

• For non-payment;

• If required by law;

• To protect Platform integrity.

You may terminate at any time by discontinuing use and closing your account.

Upon termination:

• Your license ends immediately;

• We may retain data as required by law;

• Accrued payment obligations remain due.

ARTICLE 14. CONFIDENTIALITY

Each party agrees to maintain confidentiality of non-public business information received from the other and to use it solely for purposes of performing under this Agreement.

ARTICLE 15. ASSIGNMENT

You may not assign this Agreement without our written consent.

We may assign this Agreement without restriction in connection with merger, acquisition, or asset sale.

ARTICLE 16. GOVERNING LAW

This Agreement is governed by the laws of the State of Montana, without regard to conflict-of-law principles.

ARTICLE 17. DISPUTE RESOLUTION AND ARBITRATION

Before filing arbitration, the parties agree to attempt good-faith informal resolution for 60 days after written notice.

Any dispute not resolved informally shall be resolved by binding arbitration administered by JAMS under its Commercial Arbitration Rules.

Arbitration shall take place in Silver Bow County, Montana, unless otherwise agreed.

The arbitrator shall have exclusive authority to resolve disputes regarding interpretation or enforceability of this arbitration provision.

Each party waives the right to trial by jury.

ARTICLE 18. SEVERABILITY

If any provision is unenforceable, the remainder remains in effect.

ARTICLE 19. ENTIRE AGREEMENT

These Terms constitute the entire agreement between the parties regarding the Services and supersede prior agreements.

ARTICLE 20. CONTACT

The Happener, LLC
3738 Harrison Ave.

Butte, MT 59701
Email: legal@thehappener.com