Terms of Service

Terms of Service for Happy Face Ads

Effective Date: July 5, 2025

1. Agreement to Terms

Welcome to Happy Face Ads! These Terms of Service ("Terms") govern your access to and use of our website, located at happyfaceads.com, and all related services (collectively, the "Service") provided by Happy Face Content LLC ("we," "us," "our").

By accessing our website or purchasing a subscription, you agree to be bound by these Terms. For paying clients, these Terms also govern your subscription, our creative process, and the delivery of our creative assets. Your use of the Service is also subject to our Privacy Policy.

2. Use of Our Website

All content on this website, including text, graphics, logos, images, and software, is the property of Happy Face Content LLC or its content suppliers and is protected by copyright laws. We grant you a limited, non-exclusive license to access and use the website for your personal, informational purposes. You agree not to scrape, reproduce, duplicate, copy, sell, or exploit any portion of the website or its content without our express written permission.

3. Description of Service

We provide a subscription-based creative service where clients purchase a recurring subscription that grants them a set number of "Credits" to be redeemed for on-demand advertising assets like videos, images, and copy. Our Service includes both proactive creative recommendations (the "Creative Tasting Menu") and on-demand client requests.

4. Subscriptions and Payment

• Billing: All subscription plans are billed on a recurring basis (monthly or annually) in advance. Your payment method will be charged automatically on the same day of each billing cycle.
• Fees: All fees are stated in U.S. Dollars and are non-refundable except where required by law.
• Cancellation: You may cancel your subscription at any time. Your cancellation will take effect at the end of your current paid billing cycle, and you will not be charged again. You will retain access to the service and your remaining credits until the end of that billing cycle.

5. Credit System

• Usage: Credits are the currency used to request creative services from our menu. Each service has a specific credit cost, which is listed on our website.
• Rollover Policy: Unused credits from a billing cycle will roll over for one (1) additional billing cycle.
• Expiration: At the end of the second billing cycle, any remaining rolled-over credits will expire. Expired credits are forfeited and are non-refundable and have no cash value.

6. Creative Process & Revisions

• Requesting Services: You may request creative services by redeeming credits for items on our service menu or by approving concepts from the weekly "Creative Tasting Menu" we provide.
• Revisions: We offer unlimited revisions on a single creative request. However, to ensure a timely workflow, we cannot move on to your next creative request until the current one is approved. A revision is defined as an adjustment to the currently active request, not a new concept or a change in the initial direction.

7. Intellectual Property and Ownership

• Your Content: You retain all ownership of the pre-existing materials you provide to us (e.g., your logo, brand assets, product images). You grant us a non-exclusive license to use these materials for the sole purpose of creating assets for you.
• Our Creative Work: Upon your final approval of a creative asset and receipt of full payment for the corresponding billing cycle, we grant you full ownership and all rights to the final, delivered version of that creative asset.
• Our Rights: We retain ownership of all draft concepts, unused ideas, source files, and the underlying methodologies and processes used to create the work.
• Portfolio License: You grant Happy Face Content LLC a non-exclusive, perpetual, worldwide license to display the final, approved creative work in our portfolio, website, and other promotional materials. You can revoke this license at any time by providing written notice to us.

8. Client Responsibilities

You agree to provide accurate information, necessary brand assets, and timely feedback and approvals to facilitate the creative process. You are solely responsible for ensuring that your requests and the content of your ads do not infringe on any third-party copyrights, trademarks, or other intellectual property rights.

9. Prohibited Uses

You may not use our Services to create ads that are unlawful, defamatory, hateful, fraudulent, or promote illegal activities. We reserve the right to refuse any request that we deem inappropriate or in violation of these terms.

10. Term and Termination

These Terms will remain in effect as long as you have an active subscription. We may terminate or suspend your account at any time if you breach these Terms, with or without notice. Upon termination, your access to the service will be revoked, and any remaining credits will be forfeited.

11. Disclaimer of Warranties

Our Services are provided "as is" and "as available" without any warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not guarantee that our ads will result in any specific level of sales, conversions, or return on ad spend.

12. Limitation of Liability

To the fullest extent permitted by law, in no event shall Happy Face Content LLC, its officers, directors, or employees, be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses.

In no event shall the aggregate liability of Happy Face Content LLC exceed the total amount you paid us in the one (1) month immediately preceding the event giving rise to the claim.

13. Indemnification

You agree to defend, indemnify, and hold harmless Happy Face Content LLC and its employees from and against any claims, damages, costs, liabilities, and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to your use of the Services or any ads we create for you.

14. Changes to Terms

We reserve the right to modify these Terms at any time. We will provide notice of significant changes by posting the new Terms on our website. Your continued use of the Service after such changes constitutes your acceptance of the new Terms.

15. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of law principles.

16. Contact Information

If you have any questions about these Terms, please contact us at hello@happyfaceads.com.