Terms of Service

1This agreement and who can use Happlo

This agreement is between Happlo Websites LLC, which does business as Happlo Systems ( “Happlo,” “we,” “us” or “our”), and the business that signs up for our service (“you” or “your business”). It covers your use of the Happlo Review Engine and any related services we provide to you.

Happlo is sold to businesses only. Our service is available only to businesses located in the United States. It is not offered for personal, family or household use, and it is not meant for consumers.

When you accept this agreement, you promise that:

• You are at least 18 years old.
• You are allowed to sign this agreement on behalf of your business.
• Your business is based in the United States.
• The information you give us is true and correct.

You accept this agreement when you do any of the following:

• Check the box agreeing to these Terms on our signup page.
• Create a Happlo account.
• Pay us.
• Use the service.

If you do not agree with these Terms, do not sign up and do not use the service. Our Privacy Policy is part of this agreement.

2What Happlo does

The Happlo Review Engine helps your business ask past and current customers for honest Google reviews. Depending on the plan you choose and what we set up with you, the service may include:

• The Past Customer Review Jumpstart, described in section 3.
• Automated review requests sent after a job is finished.
• Personalized image requests that use your logo, photos or project pictures.
• Message delivery by text message and email.
• Automatic follow-up messages to customers who have not replied.
• Connections to your CRM, to Zapier and to similar tools.
• A connection to your Google Business Profile.
• Review monitoring and other review features we may offer.
• Personal onboarding and campaign setup by our team.

What is not included

The Full Ranking System includes managed local visibility, three monthly ranking heat maps and the review system. It is included only when you select and purchase the ranking plan. Website services are separate.

Changes to the service

Many parts of the service depend on other companies, such as Google, our messaging providers and our CRM platform. If those companies change their products, rules or prices, the service may have to change too.

We may make reasonable updates to the service over time. We will not make a change that removes a core part of what you are paying for without telling you first.

3Past Customer Review Jumpstart

The Past Customer Review Jumpstart is included with your review plan or the reviews included in your ranking plan. You give us your list of past customers. We build and launch a personalized campaign that asks them for honest Google reviews.

How many reviews you actually receive depends on things we do not control, such as:

• How many past customers you give us.
• How good and how current that contact information is.
• Whether you have permission to contact those customers.
• Whether the messages are delivered by the phone carriers and email providers.
• Whether your customers choose to reply and write a review.
• Whether Google publishes and keeps each review.

Every customer is free to write whatever honest opinion they want, or to write nothing at all. We never guarantee positive reviews, a particular star rating, more revenue, more leads or better Google rankings.

To run a Jumpstart, you must give us enough eligible customers to contact. If your list is too small, or if most of it cannot be used, we may not be able to run the campaign as described.

How Jumpstart contacts are counted

Customers contacted through the Jumpstart count toward the monthly customer allowance of the plan you selected. Automatic follow-up messages sent to a customer we already counted do not count again.

4Honest reviews only

Happlo exists to help you ask for honest reviews. It must never be used to create fake or unfair ones. You agree that you will not use Happlo to do any of the following:

• Post, buy, sell, trade or arrange fake reviews.
• Ask for reviews from people who did not actually use your business.
• Pay, reward or give anything of value to someone for leaving a Google review.
• Offer a reward that depends on the review being positive or a certain star rating.
• Screen or filter customers by how they feel first, and then send only the happy ones to Google. This is often called review gating and it is not allowed.
• Hold back a review request from a customer because you expect their feedback to be negative.
• Have employees, owners, family members, friends or partners pose as independent customers.
• Change, hide, delete or make up the words of a real customer review.
• Break the rules of Google, the Federal Trade Commission or any other platform or regulator.

Every customer on your list must get the same request, whether you think they are happy or not.

We may refuse to start a campaign, pause one, change one or stop one at any time if we reasonably believe it creates a legal, compliance or platform risk for you or for us.

5Your customer list and permission to message

You choose who we contact. Because those messages go out on your behalf, you are responsible for having the right to send them.

For every contact you give us, you promise that:

• You collected the contact information lawfully, through your own business.
• You have the permission the law requires to contact that person on the channel we will use, whether that is text message, email or both.
• That permission covers your business, covers review requests, and covers the kind of messages that will be sent.
• You have removed anyone who opted out, asked not to be contacted, or told you to stop.
• The information is accurate and current.
• You will tell us right away when someone opts out or takes back their permission, so we can stop messaging them.
• You will not upload purchased lists, rented lists, scraped lists or third-party lead lists.
• You will keep records of permission where the law requires you to.

What every campaign must do

Each campaign we run for you will, and must:

• Clearly identify your business as the sender.
• Give the person a simple way to opt out.
• Honor STOP and the other opt-out words and links we support.
• Stop sending future messages once someone takes back their permission.

You must not try to get around opt-outs, sending limits or any other compliance control we put in place.

The Terms box on our signup page

The checkbox on our signup page is your acceptance of these Terms and your acknowledgement of our Privacy Policy. It is not permission for Happlo to send you marketing text messages. If you want text messages from us, you give that permission separately, on the opt-in form where we ask for it. You can buy and use Happlo without ever agreeing to marketing texts.

6Personalized images and content you give us

To make review requests feel personal, you may send us your logo, job photos, team pictures, before-and-after images, your business details and other material. We call all of this “your content.”

You keep ownership of your content. You give us a limited, non-exclusive license to store, copy, edit, format and display it for the purpose of running your campaigns and providing the service. That license lasts as long as we need it to do the work, and ends when your content is deleted.

For everything you send us, you promise that:

• You own it, or you have permission to use it and to let us use it this way.
• You have permission from any person who appears in a photo, where permission is required.
• It is not unlawful, misleading, offensive, infringing or a violation of someone’s privacy.

We may refuse, remove or ask you to replace content that we reasonably believe breaks these rules or creates risk.

Personalized images can make a request feel more familiar, but they do not guarantee any particular response, reply rate or number of reviews.

7Paid plans and monthly renewal

By completing checkout, you authorize the displayed first payment and recurring monthly charges until you cancel. The selected plan and price are shown before payment.

Reviews-only plans are $179 per month for up to 50 individual customers contacted, or $279 per month for up to 300, per location. Higher volumes require custom pricing. The Full Ranking System is $497 per month, including the managed review system subject to fair use.

For purchases through the audit funnel, your first payment is due at checkout. Your second payment is scheduled 35 days after your first successful payment, then on a monthly billing cycle. The initial period includes time to schedule onboarding; it is not a free trial. Booking later does not automatically move your renewal date. Existing subscriptions retain their agreed pricing and billing dates.

For ranking customers, we ask for at least 60 days to evaluate progress. This is a requested evaluation period, not a fixed minimum contract or a results guarantee. Cancel before your next renewal to stop future charges.

Personal onboarding follows payment. Service launch depends on receiving the required access and customer information. Existing customers with a previously agreed trial keep those original terms.

8Billing and payment

Payments are processed by Stripe. When you enter your card details, you enter them with Stripe, not with us. Happlo never receives or stores your full card number. We see only limited information, such as the card brand, the last four digits and whether a payment succeeded.

You agree to:

• Keep valid, current billing information on file.
• Keep enough funds or credit available for your monthly charge.
• Tell us if your billing contact or card changes.

Failed payments

If a payment fails, we or Stripe may try the charge again. If the payment still does not go through, we may pause your campaigns or suspend your account until the balance is paid. Suspending your account does not cancel it and does not erase what you already owe.

Taxes

Prices do not include sales tax or other taxes. Where we are required to collect tax, it will be added to your charge.

Price changes

We may change our prices. A price change applies going forward only, never to charges you have already been billed. We will give you notice before a new price applies to your subscription, and you may cancel before it takes effect.

9How to cancel

You may cancel your subscription at any time. There are two ways to do it:

• Email support@happlosystems.com and ask us to cancel your subscription.
• Text a clear cancellation request to +1 (904) 243-5489.

Please include your business name and the email address on your account so we can find you quickly.

When cancellation takes effect

• Your cancellation is effective when we receive a clear request with enough information to identify your account.
• We will send you written confirmation once it is processed.
• Cancelling stops all future renewal charges.
• Your access may continue until the end of the billing period you have already paid for.

Texting STOP is not the same as cancelling

Online billing portal

We may add a self-service billing portal where you can cancel on your own. If we do, we will tell you where to find it and it will be listed here. Until then, email and text are the ways to cancel, and both work.

10Refunds

We begin working for you right away. Onboarding, campaign preparation, personalized creative work and setup happen early in the subscription period. For that reason, payments are generally not refundable once they are charged.

We will always correct billing problems. We will refund:

• Duplicate charges.
• Charges made in error.
• Charges taken after you cancelled properly and on time.
• Anything the law requires us to refund.

We may also give a refund in other situations at our discretion. Giving one refund does not mean we have to give another.

Once services for a billing period have started, we do not give partial refunds for time you did not use in that period.

11Other companies the service depends on

Happlo is built on top of other companies’ platforms. Depending on how your account is set up, the service may rely on:

• Stripe, for payments and subscriptions.
• Twilio, for text messaging.
• SendGrid, for email delivery.
• HeySegment, for messaging and audience tools.
• GoHighLevel and LeadConnector, for our CRM, calendar and automation.
• Zapier, for connections to other software you use.
• Google, for your Business Profile and for reviews.
• Vercel, for hosting.
• Analytics providers.
• Other hosting, messaging and integration providers we may use.

You understand and agree that:

• If one of these companies has an outage, changes its rules, changes its prices or shuts down a feature, the service may be affected.
• Some features need you to have your own account with a third party, such as Google.
• Your use of a third-party product is governed by that company’s own terms and privacy policy, not by ours.
• We do not control Google. We cannot control your rankings, whether Google publishes a review, whether Google filters or removes a review, or any decision a platform makes about your listing or your account.

We work to keep the service running and available, but we do not promise that it will be uninterrupted or error-free.

12Acceptable use

You agree not to use Happlo, and not to let anyone else use it, to:

• Send messages that break the law or violate carrier rules.
• Send spam or unwanted bulk messages.
• Harass, threaten or abuse anyone.
• Make false, misleading or deceptive claims.
• Pretend to be another person, business or brand.
• Send viruses, malware or other harmful code.
• Manipulate reviews, ratings, rankings or any other platform signal.
• Get into accounts, systems or data you are not allowed to access, or test our security without our written permission.
• Share content that infringes someone else’s rights.
• Work around opt-outs, sending limits, rate limits or compliance controls.
• Resell, sublicense or white-label the service without our written permission.
• Copy, reverse engineer or build a competing product from our service.

13Who owns what

What Happlo owns

We own the Happlo Review Engine and everything behind it. That includes our software, our systems and workflows, our message templates and campaign frameworks, our image formats and designs, our documentation, and the Happlo Systems name, logo and branding. Paying for a subscription does not transfer any of this to you.

While your subscription is active and you are following this agreement, we give you a limited, non-exclusive, non-transferable right to use the service for your own business.

What you own

You own your business data, your customer list and your content. We only get the limited license described in section 6, and only so we can provide the service to you.

Feedback

If you send us ideas or suggestions for improving Happlo, we may use them freely, without payment or credit to you. You keep the right to use your own ideas as well.

14Confidentiality and your data

Each of us may learn confidential information about the other while working together. That includes your customer lists, your pricing and business plans, and our non-public product, process and pricing information.

Both of us agree to:

• Use reasonable care to protect the other’s confidential information.
• Use it only to carry out this agreement.
• Share it only with employees, contractors and service providers who need it and who are bound by similar duties.

These duties do not apply to information that is already public, that was already known without a duty of confidence, that is independently developed, or that must be disclosed by law or court order. If we are legally required to disclose your information, we will tell you when we are allowed to.

Our Privacy Policy explains what personal information we collect, how we use it, who we share it with, and the choices you have. It is part of this agreement.

15Suspending or ending the service

We may suspend or end your account if:

• You do not pay.
• You use the service to do something illegal.
• You break the messaging or permission rules in section 5.
• You break the honest-review rules in section 4.
• Your use creates a security risk.
• Your use puts our accounts, our sending reputation or our standing with Google, a carrier or another platform at risk.
• You seriously break any other part of this agreement.

When it is practical and safe to do so, we will tell you what the problem is and give you a reasonable chance to fix it before we suspend or end your account. When the risk is urgent, such as illegal messaging or a live security threat, we may act first and tell you right after.

You may end this agreement at any time by cancelling, as described in section 9.

What happens afterwards

When this agreement ends, your right to use the service stops, campaigns stop, and any amounts you already owe are still due.

You may contact us at support@happlosystems.com to ask for a copy of your eligible data, or to ask us to delete it. We will make reasonable efforts to help. What we can provide, and what we can delete, depends on what is technically feasible, on records we are required to keep by law, on records we must keep to honor opt-out and suppression requests, and on any other requirement of applicable law. We handle your data as described in our Privacy Policy.

16What we promise and what we do not

We promise to provide the service with reasonable care and skill, and to act honestly with you. Here is what we cannot promise.

You also understand that:

• Google decides its own rankings and how it displays your listing.
• Google decides whether a review is published, and it may delay, filter or remove reviews.
• Whether a customer writes a review is always that customer’s own free choice.
• Carriers and email providers decide whether a message is delivered.
• Third-party services may change, break or become unavailable.
• Except for the promises we make in this agreement, the service is provided on an “as is” and “as available” basis, to the fullest extent allowed by law.

Nothing in this section limits our responsibility for our own fraud, for our own intentional misconduct, or for anything the law does not allow us to disclaim.

17Limit on our liability

This is a business-to-business agreement, and the price of the service reflects the limits in this section.

Cap. To the fullest extent allowed by law, our total liability to you for all claims connected to this agreement or the service is limited to the amount you paid us in the three months before the event that caused the claim.

Excluded damages. To the fullest extent allowed by law, neither of us is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost business, lost goodwill or lost or corrupted data, even if we were told those losses were possible.

What these limits do not cover. These limits do not apply to:

• Our own fraud, fraudulent misrepresentation or intentional misconduct.
• Amounts you owe us for the service.
• Either side’s obligations to protect the other under section 18.
• Anything the law does not allow to be limited or excluded.

These limits apply no matter what kind of claim is made, including breach of contract, negligence and other legal theories.

18Protecting each other from outside claims

Each of us agrees to protect the other from certain claims brought by someone outside this agreement. “Protect” here means to defend the claim and to pay the losses, damages, penalties, judgments, approved settlements and reasonable legal fees that come from it.

What you protect us from

You will protect us from any third-party claim, investigation or regulatory action that arises out of:

• Customer information you gave us that was not collected lawfully.
• Messages sent to people who had not given the permission the law requires.
• Content you gave us, including images, photos and business claims.
• Fake, incentivized, gated or manipulated reviews connected to your business.
• Your violation of any law, rule or platform policy, including Google and FTC rules.
• Your misuse of the service, or use of it in a way this agreement does not allow.
• Your breach of this agreement.

What we protect you from

We will protect you from any third-party claim, investigation or regulatory action that arises out of:

• A claim that the Happlo software, our own templates or our branding infringes someone else’s intellectual property rights.
• Our own violation of a law that applies to us as the provider of the service.
• Our failure to handle your business data as this agreement and our Privacy Policy require, where that failure is caused by us rather than by information or instructions you gave us.
• Our fraud, gross negligence or intentional misconduct.
• Our breach of this agreement.

If we receive an infringement claim about the service, we may at our own cost change the service so it no longer infringes, obtain the right to keep providing it, or end the affected part of the service and refund any fees you paid for time you did not use.

How this works in practice

The same steps apply whichever of us is protecting the other. The protected party will:

• Tell the other party promptly once it knows about the claim.
• Let the protecting party control the defense, using counsel the protected party reasonably approves.
• Cooperate reasonably, at the protecting party’s expense.

The protecting party may not settle a claim in a way that admits fault for the other party, or that requires the other party to pay money or to do something, without that party’s written consent.

Neither of us has to protect the other from the part of a claim caused by the other party’s own fraud or intentional misconduct.

19Changes to these Terms

We may update these Terms from time to time. When we do, we will change the “Last updated” date at the top of this page.

If a change is significant, we will give you reasonable advance notice by email, or in the product, before it takes effect. If you keep using the service after the change takes effect, you accept the updated Terms. If you do not accept them, you may cancel as described in section 9.

Changes never apply backwards to a dispute that already exists between us.

20How we send notices

We will send you notices by email, at the address on your account, or inside the product. You agree that email counts as writing. Keep your email address current, because a notice sent to the address on file counts as delivered.

Send us notices by email to support@happlosystems.com, or by mail to the address in section 23. A mailed legal notice is not effective until we actually receive it.

21Other things you should know

Whole agreement. These Terms, our Privacy Policy and any written order you sign with us are the entire agreement between us about the service. They replace earlier conversations, proposals and marketing statements about the same subject.

Independent businesses. We are separate businesses. This agreement does not create a partnership, joint venture, franchise or employment relationship.

Transferring this agreement. You may not transfer this agreement without our written consent. We may transfer it to a company that buys our business or substantially all of our assets. This agreement then binds each side’s permitted successors.

Events outside our control. Neither of us is responsible for a delay or failure caused by something outside our reasonable control, such as a natural disaster, a war, a strike, an internet or power outage, a carrier failure, or a shutdown or major policy change by a platform we depend on. Your duty to pay is not excused by this paragraph.

If part of this is unenforceable. If a court decides that part of this agreement cannot be enforced, that part is limited or removed and the rest stays in force.

Not enforcing something once. If we do not enforce a right straight away, we do not give up that right.

What survives. Sections 4, 5, 6, 8, 10, 13, 14, 16, 17, 18, 22 and this section stay in effect after this agreement ends.

No one else can enforce this. This agreement is between you and us. It does not give rights to anyone else.

Headings. The section titles are there to help you find things. They do not change the meaning of the text.

22Governing law and where disputes are decided

This agreement is governed by the laws of the State of Florida, without applying its conflict-of-laws rules.

Subject to mandatory protections and the court’s jurisdiction, a lawsuit about this agreement or service may be brought in the appropriate Florida state court in Clay County or the United States District Court for the Middle District of Florida.

Before filing anything, please email us at support@happlosystems.com. Most problems can be sorted out quickly, and we would much rather fix it than fight about it. This is not a barrier to a time-sensitive remedy, lawful payment dispute or regulator complaint.

23How to reach us

Questions about these Terms, your account or cancelling? Contact us:

• Email: support@happlosystems.com
• Phone and text: +1 (904) 243-5489

Our mailing address is: