Terms of Service

Welcome to HappiNest AI, a software-as-a-service platform that provides AI-powered property management solutions. These Terms of Service ("Terms") govern your use of our website, software, services, and any related applications (collectively, the "Service"). By accessing, using, or subscribing to our Service, you agree to be bound by these Terms and our Privacy Policy. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE OUR SERVICE.

These Terms constitute a legally binding agreement between you (either an individual or entity) and HappiNest AI, Inc. ("Company," "we," "us," or "our"). Your use of the Service is also subject to our Privacy Policy, which is incorporated into these Terms by reference.

Our Service utilizes artificial intelligence, machine learning, and automated systems to provide property management solutions including but not limited to lead qualification, tenant communication, tour scheduling, and data analysis.

AI SERVICES DISCLAIMER: You acknowledge and agree that: • AI-generated responses, recommendations, and communications are not guaranteed to be accurate, complete, or appropriate • AI systems may experience errors, hallucinations, or generate inappropriate content • AI is not a replacement for human judgment and professional expertise • You are responsible for reviewing and validating all AI-generated content before acting upon it • We do not guarantee the accuracy, reliability, or completeness of any AI outputs • AI performance may vary and is subject to continuous improvement and updates

VOICE AI SERVICES: Our voice AI services may record, transcribe, and analyze phone conversations. By using these services, you consent to call recording and understand that: • All calls may be recorded for quality assurance and training purposes • Recordings may be processed by AI systems for analysis and improvement • You are responsible for compliance with applicable call recording laws in your jurisdiction • You must obtain proper consent from all parties before using our voice services

Our Service integrates with over 80 third-party platforms including Internet Listing Services (ILS), property management systems, calendar applications, and communication platforms ("Third-Party Services").

THIRD-PARTY DISCLAIMER: You acknowledge that: • Service availability and functionality depend on Third-Party Services beyond our control • We are not responsible for Third-Party Service outages, changes, or discontinuation • You are responsible for maintaining your own accounts and compliance with Third-Party Service terms • We do not warrant the accuracy, reliability, or security of Third-Party Services • Integration functionality may change or cease without notice due to Third-Party Service modifications • You indemnify us against any claims arising from your use of Third-Party Services

INTEGRATION LIMITATIONS: Third-party integrations are provided "as is" and we disclaim all warranties regarding their performance, availability, or compatibility.

Our Service is designed exclusively for property management professionals and real estate industry participants. The Service is intended for business use only and is not suitable for consumer or residential use.

PERMITTED USE: You may use our Service only for: • Managing rental properties and tenant communications • Lead generation and qualification for property rentals • Scheduling property tours and managing leasing workflows • Analyzing property management data and performance metrics

RESTRICTIONS: You agree NOT to use our Service for: • Any illegal activities or violations of applicable laws • Discriminatory housing practices or Fair Housing Act violations • Processing personal data without proper consent • Competitive analysis or reverse engineering of our AI systems • Any purpose that violates real estate industry regulations

PROFESSIONAL RESPONSIBILITY: You remain solely responsible for: • Compliance with all applicable real estate and property management laws • Fair housing compliance and non-discriminatory practices • Proper licensing and professional conduct • Accuracy of property information and tenant communications

To access our Service, you must create an account and provide accurate, complete information. You are responsible for: • Maintaining the confidentiality of your account credentials • All activities that occur under your account • Notifying us immediately of any unauthorized use • Ensuring your account information remains accurate and up-to-date

ACCOUNT TERMINATION: We may suspend or terminate your account at any time for: • Violation of these Terms • Non-payment of fees • Suspicious or fraudulent activity • Legal or regulatory requirements

Upon termination, your right to use the Service immediately ceases, and we may delete your account and data.

Our Service collects, processes, and stores various types of data to provide our AI-powered solutions.

DATA COLLECTION: We collect and process: • Account information (name, email, company details) • Property and tenant data you provide • Communication logs and transcripts • Voice recordings and call data • Usage analytics and performance metrics • Integration data from Third-Party Services

CALL RECORDING: By using our voice services, you consent to: • Recording of all inbound and outbound calls • AI transcription and analysis of recorded calls • Storage of recordings for service improvement • Sharing of anonymized call data for AI training

DATA RETENTION: We retain data as necessary for: • Service provision and legal compliance • AI model training and improvement • Business analytics and reporting • Backup and disaster recovery purposes

You are responsible for obtaining all necessary consents from tenants and third parties for data collection and processing.

Our Service is provided on a subscription basis with fees determined by your selected plan and usage.

PAYMENT OBLIGATIONS: You agree to: • Pay all fees associated with your selected plan • Provide valid payment information • Authorize automatic recurring billing • Pay fees in advance for each billing period

BILLING: Unless otherwise specified: • Fees are charged monthly or annually in advance • Payment is due immediately upon invoice • Late payments may result in service suspension • We may change fees with 30 days' notice

REFUNDS: Fees are generally non-refundable except: • As required by applicable law • In cases of our material breach • At our sole discretion for service issues

TAXES: You are responsible for all applicable taxes, duties, and government assessments.

All content, software, AI models, algorithms, and materials provided through our Service are our exclusive property or licensed to us.

OUR INTELLECTUAL PROPERTY: We own all rights to: • Software, AI models, and algorithms • Service documentation and training materials • Proprietary data processing methods • Trademarks, logos, and brand elements

YOUR CONTENT: You retain ownership of data you provide but grant us: • A worldwide, non-exclusive license to use your data for Service provision • Rights to process your data for AI training and improvement • Permission to create anonymized, aggregated data for analytics

CONFIDENTIALITY: You agree to: • Keep our proprietary information confidential • Not reverse engineer or attempt to extract our AI models • Not use our Service for competitive purposes • Protect any trade secrets or confidential information disclosed to you

You agree not to: • Use the Service for any illegal purpose or in violation of any laws • Engage in discriminatory housing practices • Interfere with or disrupt our Service or servers • Attempt to gain unauthorized access to our systems • Use the Service to harm, harass, or threaten others • Transmit viruses, malware, or other malicious code • Violate the rights of others or infringe intellectual property • Use the Service in a way that could damage our reputation • Circumvent any security measures or access controls • Create false or misleading property listings • Engage in fraudulent or deceptive practices • Use our AI systems to train competing AI models

ENFORCEMENT: We reserve the right to investigate violations and take appropriate action, including account suspension or termination.

We strive to provide reliable service but cannot guarantee uninterrupted access or performance.

SERVICE LEVELS: Our Service is provided "as is" and "as available" with no guarantees regarding: • Uptime or availability • Response times or performance • Accuracy of AI-generated content • Compatibility with your systems • Uninterrupted service delivery

MAINTENANCE: We may: • Perform scheduled maintenance with reasonable notice • Conduct emergency maintenance without notice • Temporarily suspend service for updates or repairs • Modify or discontinue features with reasonable notice

BACKUPS: While we maintain backups, you are responsible for: • Maintaining your own data backups • Ensuring data recovery capabilities • Verifying data integrity and accuracy

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIMS RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

EXCLUDED DAMAGES: WE SHALL NOT BE LIABLE FOR: • Indirect, incidental, special, consequential, or punitive damages • Lost profits, business interruption, or loss of business opportunities • Data loss, corruption, or unauthorized access • Third-party claims or actions • AI errors, hallucinations, or inappropriate content • Missed leads, lost tenants, or rental income • Compliance violations or legal penalties • Service outages or performance issues

DISCLAIMER OF WARRANTIES: WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING: • MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE • NON-INFRINGEMENT OR TITLE • ACCURACY, RELIABILITY, OR COMPLETENESS • UNINTERRUPTED OR ERROR-FREE SERVICE • SECURITY OR PRIVACY PROTECTION

ESSENTIAL PURPOSE: This limitation applies even if our limited remedies fail their essential purpose.

You agree to indemnify, defend, and hold harmless HappiNest AI, its officers, directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Service • Your violation of these Terms • Your violation of any law or regulation • Your violation of any rights of others • Content you submit or transmit through the Service • Your property management activities • Fair housing or discrimination claims • Third-party service integrations • AI-generated content you rely upon or distribute • Call recording or privacy violations • Data breaches or security incidents involving your account

This indemnification obligation survives termination of these Terms and your use of the Service.

GOVERNING LAW: These Terms are governed by the laws of the State of Florida, without regard to conflict of law principles.

MANDATORY ARBITRATION: Any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.

ARBITRATION TERMS: • Arbitration shall be conducted in Tampa, Florida • The arbitrator's decision shall be final and binding • You waive any right to a jury trial • You waive any right to participate in class actions • Each party bears its own costs and attorneys' fees

EXCEPTIONS: The following disputes are not subject to arbitration: • Intellectual property infringement claims • Requests for injunctive relief • Small claims court actions (under $10,000)

STATUTE OF LIMITATIONS: Any claim must be brought within one (1) year after the cause of action arises.

We may modify these Terms at any time by posting revised Terms on our website. Material changes will be effective 30 days after posting, except for changes required by law which may be effective immediately.

NOTIFICATION: We will notify you of material changes by: • Email to your registered address • Prominent notice on our website • In-app notification when you next access the Service

ACCEPTANCE: Your continued use of the Service after the effective date of any changes constitutes acceptance of the modified Terms. If you do not agree to the changes, you must discontinue use of the Service.

CURRENT VERSION: The current version of these Terms is always available at https://happinest.ai/terms-of-service.

Either party may terminate these Terms at any time with or without cause.

TERMINATION BY YOU: You may terminate by: • Canceling your subscription through your account settings • Providing written notice to support@happinest.ai • Ceasing all use of the Service

TERMINATION BY US: We may terminate immediately if: • You breach these Terms • You fail to pay fees when due • We reasonably believe you pose a security risk • Legal or regulatory requirements demand termination

EFFECT OF TERMINATION: Upon termination: • Your right to use the Service immediately ceases • We may delete your account and data • You remain liable for all fees incurred prior to termination • Sections regarding liability, indemnification, and dispute resolution survive

ENTIRE AGREEMENT: These Terms, together with our Privacy Policy, constitute the entire agreement between you and us regarding the Service.

SEVERABILITY: If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

WAIVER: Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

ASSIGNMENT: You may not assign these Terms without our written consent. We may assign these Terms without restriction.

FORCE MAJEURE: We are not liable for any failure to perform due to causes beyond our reasonable control, including natural disasters, government actions, or third-party service failures.

SURVIVAL: Provisions that by their nature should survive termination will survive, including warranties, indemnification, limitations of liability, and dispute resolution.

For questions about these Terms or our Service, please contact us at:

HappiNest AI, Inc. Email: support@happinest.ai Legal Department: legal@happinest.ai

For legal notices, please send written correspondence to our registered address, which can be obtained by contacting our support team.

EFFECTIVE DATE: These Terms are effective as of January 1, 2025, and supersede all prior agreements.

ACKNOWLEDGMENT: By using our Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.