Release Date: August 15, 2026
Effective Date: August 15, 2026
HappyShrimp Terms of Paid Service
(including Auto-Renewal Terms)
Thank you for using HappyShrimp!
These Terms of Paid Service (as incorporated herein by reference, and together, the “Terms” or this “Agreement”) are an integral and material document that you must read carefully. This Agreement is a legally binding contract between you and SLEEPLESS HORIZON TECHNOLOGY PRIVATE LIMITED and its affiliates (collectively, “HappyShrimp”, the “Company”, “we”, “us” or “our”) and governs your purchase, access to, and use of HappyShrimp’s paid services, as well as any associated software applications and websites (collectively, the “Services”). “User”, “you”, and “your” refer to the individual accepting this Agreement.
As a condition of using the Paid Services and any related functionality, you agree to review and comply with: (i) this Agreement; (ii) the HappyShrimp Terms of Service; (iii) the HappyShrimp Privacy Policy; and (iv) any additional terms, rules, guidelines, policies, notices, or instructions applicable to the Services, the Paid Services, and any related promotions or activities, in each case as may be amended or updated by us from time to time (collectively, the “Service Agreements and Rules”).
YOU ACKNOWLEDGE THAT YOU MUST CAREFULLY READ AND FULLY UNDERSTAND THESE TERMS, INCLUDING (WITHOUT LIMITATION) CLAUSES THAT MAY EXCLUDE, LIMIT, OR OTHERWISE RESTRICT THE COMPANY’S LIABILITIES AND/OR RESPONSIBILITIES, AND CLAUSES THAT MAY LIMIT, RELEASE, OR WAIVE CERTAIN RIGHTS OR REMEDIES AVAILABLE TO YOU IN CONNECTION WITH YOUR USE OF THE SERVICES. YOUR RIGHT TO ACCESS AND USE THE SERVICES IS EXPRESSLY CONDITIONAL UPON YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE ANY OF HAPPYSHRIMP'S PAID SERVICES OR ANY OTHER SERVICES. ALL DISCLAIMERS, INDEMNITIES, AND LIMITATIONS AND/OR EXCLUSIONS OF LIABILITY IN THIS AGREEMENT SHALL SURVIVE EXPIRY OR TERMINATION OF THIS AGREEMENT FOR ANY CAUSE WHATSOEVER.
No person under the age of 13, or such other minimum age prescribed by applicable law in your jurisdiction (the “Minimum Age”), may access or use the Paid Services. If you have attained the Minimum Age but are below the age of majority under applicable law in your jurisdiction (the “Majority Age”), you may use the Paid Services only with the involvement of, and through the acceptance of these Terms by, your parent or legal guardian. Your parent or legal guardian will be deemed to represent you and to accept these Terms on your behalf.
I. Definitions
1. “Paid Services” refers to those specific services, functionalities and/or benefits that HappyShrimp agrees to provide to you in consideration of the payment of the relevant fees or your satisfaction of prescribed eligibility criteria, and may be described in these Terms as the “HappyShrimp Paid Service”, the “Service” or the “Paid Service”.
2. “HappyShrimp Member” means a HappyShrimp user who purchases a paid membership service through the HappyShrimp website. Upon successful purchase of a HappyShrimp Membership, the user may enjoy certain membership benefits during the applicable subscription term (as disclosed on the payment page). Once a membership subscription is successfully activated, it is non-refundable.
3. “HappyShrimp Credits” are virtual items designed to meet users’ needs for additional HappyShrimp services, and may be used to redeem certain functions or value-added services on the HappyShrimp platform. Credits may be obtained and used only by logged-in users within the HappyShrimp platform. In general, the greater the workload or time required by a task, the more Credits will be required. Credits are limited to use under the same account within HappyShrimp and may not be transferred, gifted, withdrawn for cash, or exchanged for currency. Credits are digital goods and are not tokens, virtual currency, or prepaid vouchers. Credits have no monetary value or prepaid value. Once a Credits top-up is successfully completed, it is non-refundable. You may view your Credits top-up orders and usage details via "Service website left sidebar → click the Credits balance → Credits details."
For more information about Credits, please refer to the "HappyShrimp Credit Policy".
4. “Validity Period” or “Subscription Period” means the duration for which the purchased Paid Service (and any associated benefits/privileges) remains available to the User, as specified on the relevant Services page for that Paid Service at the time of purchase.
II. Subscription and Use of Paid Services
1. You may upgrade your account to a Membership or purchase Credits through the HappyShrimp website, or access exclusive benefits by participating in promotions or campaigns we may launch from time to time (subject to the applicable campaign rules as published at the time). The paid services provided by HappyShrimp include the following:
a) Membership. Users may become Standard Plan Members or Professional Plan Members by purchasing an auto-renewing monthly subscription or an auto-renewing annual subscription. A monthly membership term is valid for 31 days, from the date of upgrade through 23:59 on the 31st calendar day. An annual membership term is valid for three hundred sixty-five (365) days, from the date of upgrade through 23:59 on the 365th calendar day. For example: if an auto-renewing monthly subscription is upgraded on May 1, 2026, the membership is effective until June 1, 2026 at 23:59; if it is not renewed, the user will become a non-member at 00:00 on June 2, 2026. If an auto-renewing annual subscription is upgraded on May 1, 2026, the membership is effective until May 1, 2027 at 23:59; if it is not renewed, the user will become a non-member at 00:00 on May 2, 2027.
b) Credits. Users may obtain Credits in the following ways:
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Promotional Credits – Earned through promotional campaigns; validity period is subject to the product interface and campaign announcements.
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Subscription Credits – Issued monthly for subscribers; valid for 31 days from the date of issuance.
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Daily Login Credits – Available for all users upon daily login / refresh; issued on the first login each day and expire after 24 hours.
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First-Time Registration Credits – Available upon first-time registration; expire after 24 hours.
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Purchased Credits – Directly purchased with payment; valid for 365 days from the date of issuance.
2. Membership Benefits
After you become a HappyShrimp Member, during the valid term of your Membership and depending on the Membership plan you purchased, you will be entitled to the following benefits:
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Membership subscription Credits (such Credits may be used for designated services; see the HappyShrimp Credits Policy for details. The number of Credits granted varies by Membership type and shall be as stated on the applicable product/payment page at the time of purchase.)
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Increased maximum concurrent usage limits
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Batch generation
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Priority generation queue
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Commercial licensing for AI-generated music (for paid Members only)
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WAV high-quality audio download
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Other Membership benefits, which may be updated from time to time.
You acknowledge and agree that the specific Membership benefits available to you are subject to the Membership benefit terms displayed on the applicable product page, which may be updated from time to time, and the benefits shown in the product interface at the time you purchase will prevail.
3. Membership Plan Changes
a) Upgrade. You may upgrade your membership tier to a higher tier during your subscription period. The upgrade takes effect immediately, and a new membership cycle shall commence from the date of upgrade. The specific upgrade mechanism varies by platform:
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Web and Android (Direct Upgrade): Your subscription will be upgraded to the new tier immediately, and you shall pay the price difference between your current tier and the new tier.
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iOS (Cancel and Resubscribe): Your subscription will be upgraded to the new tier immediately. You will receive a pro-rata refund for the unused portion of your original subscription, and the new tier will be billed at its standard rate.
Upon the effective date of the upgrade, any remaining credits in your account under the previous tier shall be forfeited, and the full credit allocation corresponding to the new tier shall be issued to your account.
b) Downgrade. Direct downgrade of membership tiers is not currently supported. If you wish to subscribe to a lower-tier membership plan, you may cancel your current subscription and, upon expiration of the current subscription period, purchase a lower-tier membership plan separately.
c) Credits. Credits forfeited as a result of an upgrade shall not be deemed a loss of credits, and you shall not be entitled to any compensation or refund in respect thereof. Any unused credits upon cancellation of a subscription in connection with a downgrade shall expire at the time such cancellation takes effect and shall not be refunded or converted into cash.
d) Changes to Rules. We reserve the right to modify the upgrade and downgrade rules at our discretion based on business needs. If direct downgrade functionality is made available in the future, the applicable rules will be communicated to you through platform announcements or amendments to this Agreement.
4. You acknowledge that HappyShrimp may, based on actual operational needs, offer trial access to certain paid services to users who are not paid users of HappyShrimp.
5. You acknowledge that the content and scope of paid services may vary by feature. Please carefully review the specific content displayed on the purchase page before placing an order. HappyShrimp may, based on business needs, offer different value-added benefits or pricing discounts to Credits top-up users or users upgrading to Membership at different times. Any applicable promotional or discount policy shall be subject to the information published on the relevant service page.
6. HappyShrimp may adjust the types of HappyShrimp Credits and/or the types of paid benefits in accordance with applicable laws and regulations or business development needs. HappyShrimp will publish such changes on the service page or otherwise notify you by other reasonable means, and we recommend that you review them carefully. HappyShrimp will use commercially reasonable efforts to ensure that such adjustments do not harm users’ existing interests. If you object to any adjustment, please contact customer support. Your continued use of HappyShrimp paid services constitutes your acceptance of the relevant adjustments. If you do not agree to the adjustments, you must immediately stop using HappyShrimp paid services.
7. If you see any paid products or services within the HappyShrimp platform other than HappyShrimp Credits or HappyShrimp Membership (if any) and wish to learn about such products or services, please carefully read the rules or service agreement on the relevant page. The validity period of paid services (including Credits and Membership) shall be as displayed on the applicable product page.
8. We may impose limits on (i) the maximum number of devices that may be logged in to the Services using the same Member Account, and (ii) the number of devices that may be online concurrently under the same Member Account. The applicable limits and rules shall be as set out in the notices displayed on the relevant Services pages. If you exceed any such limits, we will notify you through appropriate means. Where excessive use occurs, we reserve the right to take measures including restricting log-in, restricting access or use, and suspending or terminating your use of the Services.
9. Any HappyShrimp Credits, Membership, or related benefits obtained through unofficial channels will not be protected. Please choose and verify purchase channels carefully. If you have any questions, please contact us. You acknowledge and agree that you may recharge/top up only through official channels and will not purchase HappyShrimp Credits from unknown sources. HappyShrimp may freeze Credits or Membership accounts topped up through abnormal or unauthorized means, and any losses arising therefrom shall be borne by the user. HappyShrimp reserves the right to pursue legal liability against any individual or entity that obtains Credits or purchases Membership through abnormal means, including by placing fraudulent calls, impersonation, or using another person’s identity or account without authorization.
III. Fees
1. Fee Standards. We reserve the right to determine and set the prices for the Paid Services offered by HappyShrimp. Different Paid Services may be offered under different billing and payment models. You should carefully review these Terms and any service-specific rules presented on the payment page for the Paid Service you intend to purchase. We may modify the billing and payment models from time to time based on marketing strategies and the operational circumstances of the relevant Paid Services. In the event of any inconsistency between these Terms and the billing/payment model or related rules displayed on the relevant Paid Service feature or purchase page, the on-page display shall prevail to the extent of such inconsistency.
2. Changes to Payment Methods. You acknowledge that, due to market conditions, business development, operational requirements and adjustments to user entitlements, we may from time to time revise the pricing arrangements for Paid Services and/or the specific entitlements, billing/payment models, validity periods, and any complimentary entitlements (if any) associated with such Paid Services. Any adjustment to pricing arrangements will take effect from the date an announcement is published on the Services. Your entitlement to use Paid Services purchased before such adjustment takes effect will not be impacted. However, where you purchase additional Paid Services after the revised pricing arrangements have come into effect, the updated pricing will apply, and you agree to purchase such services in accordance with the latest published pricing.
If, after your Membership fee payment and/or Credits top-up is successfully completed, you apply to the payment/recharge channel to reverse, cancel, or revoke the transaction, then any benefits you obtained from such transaction prior to the reversal (including, without limitation, Membership benefits and/or Credits) must be returned. We may directly deduct the corresponding amount from any existing balance in your HappyShrimp account or from any future top-ups. If such amounts are insufficient, we reserve the right to recover the shortfall from you.
3. Rules for Unsubscribing. After successful payment, you will continue to have the corresponding Membership benefits and/or Credits during the subscription period. If you request to delete (close) your HappyShrimp account or request to waive the relevant benefits, HappyShrimp will cease providing the Membership services at your request. HOWEVER, YOU ACKNOWLEDGE AND AGREE THAT, ONCE A PAID SERVICE IS ACTIVATED AND ENTERS THE THEN-CURRENT SERVICE TERM, THE FULL SOFTWARE PRODUCT(S) AND SYSTEM(S) BUILT AND OPERATED BY HAPPYSHRIMP UNDER THE PAID SERVICE FRAMEWORK ARE DEEMED DELIVERED AND EFFECTIVE IMMEDIATELY AND THE PAID BENEFITS ARE PROVIDED ON AN ONGOING BASIS. THE OVERALL COSTS AND EFFORTS INCURRED BY HAPPYSHRIMP IN PROVIDING SUCH PAID SERVICES ARE NOT SEPARABLE. THEREFORE, HAPPYSHRIMP CREDITS, MEMBERSHIP, AND OTHER RELATED PAID BENEFITS ARE NON-EXCHANGEABLE AND NON-REFUNDABLE ONCE PURCHASED.
IF ANY OF THE FOLLOWING RESULTS IN TERMINATION OR SUSPENSION OF HAPPYSHRIMP PAID SERVICES, YOU SHALL NOT REQUEST A REFUND OF ANY PART OF THE MEMBERSHIP FEES:
a) you fail to use the relevant Credits or Membership benefits in a timely manner due to your own reasons, or you voluntarily waive the use of Credits or Membership benefits;
b) HappyShrimp cancels your account or terminates your paid services in accordance with the HappyShrimp Terms of Service, this Agreement, and/or platform rules;
c) you request to exit or discontinue the paid services due to normal changes to benefits, services, or features occurring in the course of HappyShrimp’s business operations; or
d) this Agreement is terminated because you commit a material breach that makes continued performance impossible, including (without limitation) violating applicable laws or this Agreement, engaging in fraud or abuse of paid rights, harming HappyShrimp’s interests, or harming other users.
IV. Auto-Renewal for Membership
If you enable auto-renewal, you acknowledge and agree to comply with the following rules:
1. Purpose and authorization. Auto-renewal is intended to help you avoid service interruption caused by failure to renew due to forgetfulness or oversight. By enabling auto-renewal, you authorize us, prior to the end of the billing cycle of the Membership service you purchased, to instruct a third-party payment channel (e.g., Stripe) to charge the next billing cycle’s service fee from your linked payment account. The actual time of charge is determined by the payment channel in accordance with its system rules and shall be subject to the time the charge is successfully processed. Once the charge is successful, your service term will be automatically extended for a period corresponding to the billing cycle you selected (e.g., monthly or annual).
2. Changes to auto-renewal offerings. We may, from time to time, add or adjust the types of auto-renewal services and/or related benefits due to business development, user needs, or product upgrades. The information displayed on the applicable page at the time of purchase or renewal shall prevail.
3. Auto-renewal charging rules
a) Payment authorization. You confirm and agree that after auto-renewal is enabled, the payment channel may debit your linked payment account without requiring secondary verification such as a payment password or e-mail verification code.
b) Automatic renewal mechanism. Unless you proactively cancel auto-renewal, or we terminate the service for any reason, auto-renewal will remain in effect and will renew and charge automatically each cycle, with no limit on the number of renewals.
c) Retry mechanism. If you do not cancel auto-renewal, the system will attempt to charge before the end of each billing cycle in accordance with the payment channel’s rules, until the charge succeeds or ultimately fails.
You are responsible for monitoring your payment account and available balance. Any risks and/or losses arising from renewal failure due to payment account issues or insufficient balance shall be borne by you.
4. Renewal reminders. To help you track renewals, we will send you a reminder (e.g., via in-site message) 5 days in advance before each automatic charge. The payment channel (e.g., Stripe) may also send you reminders (subject to its actual practices). You should keep your contact information available and review relevant notifications promptly.
5. Price adjustments. We may adjust the price of auto-renewal Membership plans. If we adjust the price applicable to your auto-renewal during the auto-renewal term, we will notify you by reasonable means such as in-product disclosure, platform announcements, or in-site messages. The adjusted price will take effect at the time of adjustment or on the effective date we specify in the notice. If you do not agree to the price adjustment, you may unsubscribe from auto-renewal under these rules, and your Membership term will end on the last day of the then-current billing cycle. For the avoidance of doubt, to ensure your Membership benefits, we will not revoke the auto-charge instruction unless and until you expressly cancel auto-renewal.
6. Cancellation timing and effect. You may decide at any time whether to continue using or cancel auto-renewal. If you wish to cancel, you must do so before the end of the current billing cycle. After cancellation, your purchased Membership will terminate upon expiration of the current billing cycle. If you do not cancel in time, the payment channel will continue to automatically charge the service fee for the next and subsequent billing cycles, and your Membership term will be extended accordingly. Please note that under certain payment channel rules, if you cancel within 24 hours before the current billing cycle expires, the payment channel may have already completed the charge for the next billing cycle. In such case, the charge may still succeed and your Membership term will continue through the end of the next billing cycle.
7. How to unsubscribe. You may unsubscribe via [Home page → Credits → Manage → Cancel Subscription].
8. No refunds for authorized charges. Please note that any auto-renewal charge instructions you have authorized before unsubscribing remain valid, and we will not refund fees deducted by the payment channel based on such instructions.
9. Suspension/termination by us. We may, based on operational strategy, stop providing auto-renewal to you, and will notify you before stopping auto-renewal by reasonable means such as platform disclosure or in-site messages. In such case, your Membership term will end on the date the then-current auto-renewal billing cycle expires.
V. Instructions of Conduct
1. Compliance Requirements. When using the HappyShrimp Membership services, you must comply with applicable laws and regulations, the HappyShrimp Terms of Service, the HappyShrimp Privacy Policy, this Agreement, and other platform rules. If your account is temporarily unavailable or becomes unusable due to your violation of applicable laws and regulations or HappyShrimp platform rules, HappyShrimp may be unable to provide the Membership services to you normally. Notwithstanding any related provisions in the foregoing agreements, WE SPECIFICALLY EMPHASIZE THAT YOU MUST NOT USE HAPPYSHRIMP PAYMENT CHANNELS TO ENGAGE IN ILLEGAL ACTIVITIES SUCH AS MONEY LAUNDERING, BRIBERY, FRAUD, OR FRAMING/ENTRAPMENT.
2. You must properly safeguard and use your purchased Membership benefits and Credits. You must not use HappyShrimp Membership services or Credits for profit-making or illegal gains, and you must not, in any form, transfer or assign your HappyShrimp Membership services, Membership benefits, or Credits, or allow any other person to use them (including by lending). You shall bear any losses arising therefrom.
3. Prohibited Conduct. You must not, and must not permit or cause any third party to, do any of the following in connection with your use of the Paid Services:
a) Engage in theft, exploit any system vulnerabilities (including, without limitation, by using bot software, spider software, crawler software, screen-scraping tools or similar), induce or take advantage of flaws or errors in rules and/or system configurations, or obtain access to or use of any Paid Service and/or any related rights or benefits through any non-official or unauthorized channel, method or means (including, without limitation, by purchase, rental, borrowing, sharing, assignment or otherwise); or engage in any malicious use of, or activity that damages, any Paid Service and/or related rights or benefits via any non-official or unauthorized channel or method.
b) Unlawfully alter, by any illegal means, the service content, Validity Period/Subscription Period, usage or consumption records, transaction status or other relevant records for any Paid Service purchased under your User Account, or use any purchased Paid Service in an unlawful manner or for any illegal purpose.
c) Circumvent, disable, modify, reverse engineer, tamper with, or otherwise compromise any security measures implemented by the Company to protect the Paid Services and any associated rights or benefits, or assist any other person to do so.
d) Use any Paid Service and/or related rights or benefits in a manner that infringes the intellectual property rights, property rights, reputation rights or any other lawful rights or interests of the Company or any third party.
e) Use any Paid Service and/or related rights or benefits in any manner that is against, or is reasonably suspected of endangering, minors.
f) Engage in any other conduct that violates applicable laws, regulations or regulatory policies; infringes any lawful rights or interests of us or any third party; or breaches these Terms, the Service Agreements and Rules, or any platform rules implemented from time to time.
4. HappyShrimp respects and safeguards the legitimate rights and interests of users and other persons. You are reminded that, where you provide any Input to the Services, or receive any Output from the Services, that contains sensitive information (including personal data or confidential information), you must strictly comply with all applicable laws and regulations, including obtaining any legally valid consent required from the relevant individual(s). You are specifically reminded that the use of voice cloning, voice synthesis, or audio imitation features to replicate the voice or sonic likeness of any individual without their express written consent is strictly prohibited and may violate applicable right of publicity or privacy laws.
5. YOU ARE RESPONSIBLE FOR ENSURING THAT ANY ORIGINAL CONTENT, MATERIALS OR INFORMATION (INCLUDING VIDEOS, IMAGES, PHOTOGRAPHS AND OTHER MATERIALS) THAT YOU UPLOAD, SUBMIT AS INPUT, OR PUBLISH ON THE Services, AS WELL AS ANY CONTENT YOU RECEIVE AS OUTPUT IN CONNECTION WITH YOUR USE OF HAPPYSHRIMP’S FUNCTIONS AND SERVICES (COLLECTIVELY, “CONTENT”), COMPLIES WITH ALL APPLICABLE LAWS AND DOES NOT INFRINGE ANY LAWFUL RIGHTS OR INTERESTS OF ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION RIGHTS OF PORTRAIT/PUBLICITY, PERSONALITY RIGHTS, COPYRIGHTS AND RELATED (OR NEIGHBOURING) RIGHTS, PATENT RIGHTS, TRADE MARK RIGHTS, RIGHTS OF REPUTATION, RIGHTS OF HONOUR, PROPERTY RIGHTS, AND RIGHTS RELATING TO PERSONAL DATA AND CONFIDENTIAL INFORMATION.
6. If you breach any of the requirements set out above, you shall be solely responsible for handling and resolving any related disputes and shall bear full and sole liability for all losses and risks arising out of or in connection with such breach. In addition, upon receiving a complaint from a relevant rights holder and verifying it in accordance with applicable law, the Service Agreements and Rules and any other platform rules implemented from time to time, we reserve the right, in our discretion, to remove the relevant infringing content and/or take other measures permitted under applicable law to prevent you from continuing to use such content. You shall bear all losses and adverse consequences resulting therefrom.
7. Our provision of the Services does not constitute any confirmation or endorsement of the legality, compliance, or non-infringement of any Content that you upload or publish on the Services. If the Company suffers any losses arising from or relating to any Content, we reserve the right to seek compensation from you and to take any appropriate measures in accordance with applicable law and the HappyShrimp Terms of Service.
8. If HappyShrimp has reasonable grounds to suspect that you have engaged in any improper use of Membership services, HappyShrimp may cancel your Membership status and reclaim any Membership benefits already granted, and you shall not request any refund of the Membership fees you have paid. If you are suspected of violating applicable laws or this Agreement, causing HappyShrimp to suffer any losses, be subject to any third-party claims, or be penalized by any administrative authority, you shall compensate HappyShrimp for the resulting losses and/or expenses, including reasonable attorneys’ fees.
VI. Special Notes on Settlement and Invoicing
1. If you are an enterprise user, before you top up Credits or activate a HappyShrimp Membership, you must provide us in writing (e.g., by email or letter) with valid supporting documentation evidencing the enterprise’s authorization and consent to activate the HappyShrimp Membership and/or to top up Credits. We will treat the enterprise whose official seal/chop appears on the authorization letter as the contracting party to this Agreement, the party responsible for payment and settlement, and the invoice recipient. Otherwise, we will be unable to issue an invoice under the enterprise entity, and any losses arising therefrom shall not be attributable to us.
2. You represent, warrant, and undertake that all information provided to the Company at the time of registration and/or payment — including without limitation your personal or enterprise identity information, contact details, billing information, and any other information submitted in connection with your use of the Paid Services — is true, accurate, complete, and not misleading in any respect. You shall be solely responsible for ensuring the continued accuracy of such information and for updating it promptly in the event of any change.
3. In the event that any inaccuracy, untruth, incompleteness, or omission in the information you have provided results in any adverse consequences to the Company or any third party — including without limitation any tax liabilities, penalties, regulatory actions, third-party claims, or any other financial or legal obligations — you shall be solely responsible for handling and resolving such matters and shall fully indemnify and hold harmless the Company and any affected third parties from and against all resulting losses, liabilities, costs, and expenses (including reasonable attorneys' fees and any taxes, surcharges, or fines imposed by any governmental or regulatory authority) arising out of or in connection therewith.
4. YOU ARE SPECIFICALLY REMINDED THAT THE COMPANY'S PROVISION OF THE PAID SERVICES IS MADE IN RELIANCE UPON THE ACCURACY AND TRUTHFULNESS OF THE INFORMATION YOU PROVIDE. ANY ADVERSE IMPACT ON THE COMPANY OR ANY THIRD PARTY ARISING FROM YOUR PROVISION OF FALSE, INACCURATE, OR MISLEADING INFORMATION SHALL BE BORNE ENTIRELY BY YOU, AND THE COMPANY RESERVES THE RIGHT TO PURSUE ALL AVAILABLE LEGAL REMEDIES AGAINST YOU IN RESPECT THEREOF.
VII. Intellectual Property
1. All versions, technologies, programs, materials, items/tools, and information content that come with the HappyShrimp product (the “HappyShrimp Built-in Content”, including without limitation product features, human-computer interaction interfaces, operating steps, trademarks, patents, computer software works, etc.) and all related intellectual property rights are owned by us. Under no circumstances shall your use of the paid services under this Agreement be deemed as any transfer or sharing by HappyShrimp of any part or all of its intellectual property rights to you.
2. You will enjoy the rights and interests in AI-generated works created using HappyShrimp to the extent permitted by applicable laws in effect. However, you must independently and prudently assess the authenticity and legality of such AI-generated works and use them with caution. If your improper use results in illegality, regulatory violations, or infringement, you shall bear the corresponding legal liability in accordance with law. For the avoidance of doubt, paid Members (Standard and Professional tiers) are granted the right to use AI-generated musical works for commercial purposes in accordance with the applicable membership terms; free-tier users may only use AI-generated musical works for non-commercial purposes. You agree that we may, based on HappyShrimp’s business and product circumstances and in light of your level of contribution during use, adjust the ownership/allocation of the foregoing rights and interests.
3. For the purpose of providing better content and creative-production features and continuously optimizing and improving the HappyShrimp services, with respect to any content you upload, submit, create, develop, publish, or display in the course of using the HappyShrimp services (including text/copy, photos, images, videos, and/or any portraits, names, trademarks, brands, enterprise/product/service identifiers, voices, scripts, creative designs, etc. contained therein), as well as any AI-generated works created using HappyShrimp, YOU AGREE TO GRANT HAPPYSHRIMP AND ITS AFFILIATES A PERPETUAL, IRREVOCABLE, NON-EXCLUSIVE, WORLDWIDE, ROYALTY-FREE LICENSE TO USE SUCH CONTENT AND AI-GENERATED WORKS.
VIII. Suspension and Termination of Services
1. The Paid Services you have purchased may be suspended or terminated in any of the following circumstances:
a) Suspension or termination initiated by you, including without limitation where you suspend or terminate the relevant Paid Services, fail to renew upon expiry of the applicable service term, or cancel your User Account.
b) Suspension or termination initiated by us where you breach these Terms, any Service Agreements and Rules, or any other applicable terms or rules implemented by us from time to time.
c) Any other circumstance in which suspension or termination of the Paid Services is required in accordance with applicable laws and regulations.
2. Following any suspension or termination of the Paid Services, we will provide you with a reminder or notice through appropriate means.
3. If you are unable to use the Paid Services due to any of the foregoing, you may contact us with any queries using the contact details set out in the Terms.
4. Where the Paid Services are suspended or terminated for any reason under Clause VIII.1:
a) To the maximum extent permitted by applicable law, the Company shall not be liable to you or any third party for any claims, refunds, damages or losses of any kind.
b) All fees paid are non-refundable, except as expressly provided in these Terms.
c) The Company may (but is not obliged to) take steps to allow you to retain information relating to your subscriber data associated with the relevant Paid Services.
5. Upon suspension or termination of the Paid Services as described above, you have no right to require the Company to continue providing the relevant Paid Services or any related user rights, benefits or entitlements, nor to require the Company to perform any further obligations in relation to the terminated Paid Services. This shall not affect any rights or obligations that accrued between you and the Company prior to the effective date of termination. You shall indemnify and hold harmless the Company from and against all losses, liabilities, costs and expenses (including legal fees on a full indemnity basis) arising out of or in connection with any third-party claims and any penalties imposed by any governmental, regulatory or statutory authority, to the extent arising out of or relating to the suspension or termination of the Paid Services you purchased.
IX. Risks and Liabilities
1. You acknowledge that, in order to enhance user experience and the Services, we may from time to time update, optimize and/or upgrade the Paid Services and any related functionalities, purchase programmers, membership subscription plans, upgrade plans, and user entitlements. Such updates and optimization may involve the adjustment or downgrading of certain features and entitlements that are already available online. We will use commercially reasonable endeavors to safeguard your legitimate rights and interests.
2. Before completing each payment transaction, you are responsible for ensuring the accuracy of all relevant purchase information, including without limitation the device used for purchase, the amount you intend to purchase, the User Account under which you intend to make the purchase, the email address associated with your account, your purchase requirements, the operating system and the applicable channel. You must follow the instructions displayed on the relevant Services page to complete the purchase. If your rights or interests are affected for any reason (including without limitation an incorrect account, incorrect amount paid, incorrect purchase type, incorrect User Account, incorrect payment amount, improper operation, misunderstanding of the billing method, or otherwise), you shall bear all resulting losses and damages, and no compensation or indemnity will be provided.
3. Each Paid Service and any associated paid entitlements are for your personal use only through your registered User Account. Unless we have provided prior written consent, you must not permit any other person to use your User Account or any Paid Services, nor may you grant, lend, rent, transfer, sell or otherwise license your User Account, any Paid Services, or any rights or benefits associated with your User Account in any form. Where we discover, or have reasonable grounds to suspect, that the actual user is not the registered owner of the User Account, we may, in order to protect account security and user entitlements, immediately suspend or terminate the provision of the relevant services and/or entitlements to that User Account. You must use and store your account credentials appropriately and maintain the confidentiality of your User Account and password to prevent disclosure, loss, theft or any other unauthorized activity.
4. After you have subscribed to and purchased any Paid Services, you may use them as needed at any time during the applicable Validity Period/Subscription Period. We remind you that the provisions of these Terms (including those relating to the Validity Period/Subscription Period) affect your rights and interests in connection with your User Account. Accordingly, before purchasing any Paid Services, you should carefully review: (i) the purchase page for the relevant Paid Services on the Services; and (ii) the detailed service descriptions. You should ensure that you fully understand these Terms, the purchase-page disclosures, and the detailed descriptions so that you have a clear understanding of the Paid Services you are buying, the corresponding benefits and entitlements, and the applicable usage rules under these Terms.
X. Exclusion of Liability
1. You acknowledge that payment transactions made through various payment channels to purchase Paid Services may involve certain risks, including without limitation: malicious actors stealing User Accounts or banking information to carry out unlawful activities, and/or committing fraud to induce Users to make payments. Such risks may result in financial loss to you. The Company does not control these risks and has no legal obligation to pursue the wrongdoers or to compensate you for any resulting loss. We may, within the scope permitted by applicable laws and regulations, provide reasonable assistance to help minimize your loss; however, any such assistance shall not constitute, and shall not be relied upon as, an admission or assumption of any legal liability by the Company.
2. You acknowledge that the Company is not able to anticipate or prevent all technical and other risks at all times, including without limitation force majeure events, governmental actions, network issues, system or equipment failures (including without limitation server downtime/crashes, system instability/failures, database failures), power outages, defects in third-party services, hacking, and computer viruses, Trojan horses or other malicious programs, as well as other circumstances beyond the Company’s reasonable control or not reasonably foreseeable. To the maximum extent permitted by applicable law, the Company shall not be liable for any loss, damage, or fee refund arising out of or in connection with any service interruption, or any loss of the User’s personal data or information, resulting from any of the foregoing circumstances.
3. You agree that, where any Paid Services you purchased or any related entitlements are interrupted or unavailable due to the Company’s fault, the Company will, at its sole discretion, take measures to restore your entitlements as soon as reasonably practicable and may provide compensation based on the actual circumstances (for example, by extending the relevant Validity Period/Subscription Period, granting complimentary trial access and/or benefits, or such other remedy as we may actually provide). We will use reasonable efforts to protect your rights and interests.
4. You acknowledge that the Company may, taking into account various factors including without limitation operational planning, market conditions, business operations and policy changes, decide whether to continue providing the existing Paid Services and the related user rights and benefits, or to modify and/or adjust the existing Paid Services and the related user rights and benefits. The Paid Services and the related rights and benefits available to you shall be subject to the descriptions shown on the relevant Services page at the time you purchase the Paid Services. We will use reasonable efforts to safeguard your rights and benefits.
5. The Company shall not be liable for any loss or liability arising from our inability to provide the Paid Services, or any error in the provision of the Paid Services, due to reasons attributable to you, for which you shall be solely responsible, including without limitation:
a) Your User Account becoming invalid, being lost, or being suspended.
b) Any loss or liability arising for any reason from third-party payment institutions, banks or other accounts linked by you, including without limitation where you use an unauthenticated account or an account that is not your own, or where your account is frozen, seized or otherwise restricted.
c) Any property damage caused by your willful misconduct or gross negligence.
6. Where the payment process involves services provided by any third party, you must, in addition to these Terms, agree to and comply with the relevant third party’s terms and rules applicable to such services. In the event of any dispute between you and such third party arising out of or in connection with the third-party services, you acknowledge that you are solely responsible for resolving the dispute, and the Company has no obligation to assume any responsibility to you or to such third party.
7. LIMITATION OF LIABILITY. YOU UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IF YOU SUFFER LOSSES DUE TO REASONS ATTRIBUTABLE TO HAPPYSHRIMP, HAPPYSHRIMP’S LIABILITY FOR YOUR DIRECT LOSSES SHALL BE LIMITED IN AGGREGATE TO THE TOTAL AMOUNT OF MEMBERSHIP FEES AND/OR CREDITS TOP-UP FEES ACTUALLY PAID BY THE AFFECTED PAID USER FOR THE SERVICE PROCESS IMPACTED IN THAT INSTANCE. IN NO EVENT SHALL HAPPYSHRIMP BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF REPUTATION, LOSS OF RIGHTS OR INTERESTS IN PERSONAL INFORMATION, OR ANY OTHER INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, UNDER ANY CIRCUMSTANCES.
XI. Contact
1. We may send any notice to you by website announcement, email, SMS, in-site message, or regular mail. Such notice shall be deemed delivered to the recipient on the date it is sent.
2. If you have any complaints, suggestions, or other enquiries regarding these Terms, you may contact us:
b) via the “Contact Us” entry located at the Website.
We will review your feedback as soon as reasonably practicable and, after verifying your identity, respond within a reasonable time.
XII. Miscellaneous
1. Severability. You acknowledge and agree that if any part of any provision or description in this Agreement is held invalid by a competent judicial authority, such invalidity shall not affect the validity of the remaining provisions, and you shall continue to perform your obligations and exercise your rights under the remaining provisions of this Agreement.
2. Relationship with Other Policies. This Agreement is a supplemental agreement to the HappyShrimp Terms of Service and the HappyShrimp Privacy Policy. Matters not addressed herein shall be governed by the HappyShrimp Terms of Service, HappyShrimp Privacy Policy, and related supplemental rules. In case of any inconsistency between this Agreement and the HappyShrimp Terms of Service, HappyShrimp Privacy Policy, and/or related supplemental rules, this Agreement shall prevail.
