Advertiser Agreement
1. Agreement
This Advertiser Agreement ("Agreement") is between HappyLike, LLC, a Utah limited liability company ("we," "us"), and the entity purchasing advertising ("Advertiser," "you"). It governs all advertising purchased on HappyLike (the "Service").
By submitting an insertion order, accepting a campaign, or submitting advertising content, you agree to this Agreement. If you are agreeing on behalf of an organization, you represent that you have authority to bind it.
Each campaign is governed by this Agreement together with the applicable Insertion Order ("IO"). Where they conflict, the IO controls for that campaign only.
2. Definitions
"Ad" — any creative, copy, media, landing page, or other material you submit.
"Campaign" — an ad or set of ads run under an IO for a defined period and budget.
"Sponsored Post" — an Ad displayed within the Service's content feeds, labeled as sponsored.
"Impression" — a single serving of an Ad, measured by our systems.
"Click" — a user interaction with an Ad that navigates to your destination, measured by our systems.
3. Insertion orders and campaigns
3.1 Each campaign begins with an IO specifying at minimum: flight dates, budget, pricing model, targeting parameters, and creative specifications.
3.2 An IO becomes binding when accepted by us in writing. We may decline any IO or Ad for any reason.
3.3 You may cancel a campaign with 7 days' written notice. You remain responsible for amounts already delivered and for non-cancellable commitments identified in the IO.
3.4 We may pause or cancel a campaign at any time for violation of this Agreement, for legal reasons, or where continued delivery presents a risk to the Service or its users. If we cancel without cause, we will refund undelivered amounts on a pro rata basis.
4. Ad review and placement
4.1 All Ads are subject to review before and during delivery. Approval is not an endorsement and does not waive any provision of this Agreement.
4.2 We may remove or reject any Ad at any time, including after approval, without liability beyond a pro rata refund of undelivered amounts.
4.3 No guarantee of placement. We do not guarantee specific placement, position, adjacency, delivery pacing, or that a campaign will fully deliver. We will use commercially reasonable efforts to deliver as described in the IO.
4.4 No guarantee of results. We make no representation regarding clicks, conversions, sales, engagement, brand outcomes, or return on spend.
4.5 Adjacency. The Service hosts user-generated content. We do not guarantee that Ads will not appear near content you find objectionable, and such adjacency is not a breach of this Agreement or grounds for refund.
5. Advertiser content standards
5.1 All Ads must comply with the Acceptable Use Policy and the Community Guidelines. Those documents apply to advertising in full.
5.2 Additional advertising standards. Ads may not:
- make false, misleading, or unsubstantiated claims;
- promise health, financial, or personal outcomes without substantiation;
- use deceptive design, fake interface elements, false urgency, or misleading calls to action;
- advertise: tobacco, vaping, or nicotine products; recreational drugs; weapons or ammunition; gambling; adult content or services; payday or predatory lending; multi-level marketing recruitment; miracle cures, weight-loss claims, or unapproved supplements; cryptocurrency or speculative investment offerings; or surveillance products;
- exploit crisis events, tragedies, or the vulnerability of the audience;
- promote body dissatisfaction, weight-loss outcomes, or appearance-based insecurity, in any form;
- target or be directed to accounts belonging to users under 18;
- imply endorsement by the Service or its personnel without written permission.
The prohibition on appearance- and weight-based advertising is a platform-specific standard, not a legal requirement. It follows from the purpose of the Service and is non-negotiable.
5.3 Disclosure. You are responsible for compliance with the FTC Endorsement Guides and all applicable advertising, consumer protection, and industry-specific laws, including any required disclosures.
5.4 Landing pages. Your destination pages must be functional, match the Ad's claims, not contain malware, and comply with §5.2. We may review them at any time.
6. Your representations and warranties
You represent and warrant that:
6.1 You have all rights necessary to the Ad, including rights to any text, images, video, audio, music, trademarks, and likenesses;
6.2 The Ad does not infringe or misappropriate any third-party right;
6.3 The Ad and its landing pages comply with all applicable laws and regulations;
6.4 All claims made in the Ad are truthful and substantiated, and you will provide substantiation on request;
6.5 You hold all licenses and registrations required for the products or services advertised;
6.6 You will not use the Service's advertising systems to collect personal information beyond what is disclosed and lawful.
7. License to us
You grant us a non-exclusive, worldwide, royalty-free license to host, reproduce, display, distribute, and format your Ads for the purpose of delivering the campaign, for the term of the campaign plus a reasonable period for record-keeping and reporting.
We may reference your name and logo in a list of advertisers. Any broader promotional use requires your written consent.
8. Measurement, reporting, and data
8.1 Our measurement controls. Impressions, clicks, and other metrics as measured and reported by our systems are the sole basis for delivery and billing. Third-party measurement may differ; discrepancies are not grounds for adjustment unless the IO expressly provides otherwise.
8.2 Reporting. We will provide campaign reporting as described in the IO.
8.3 Data you receive. Any data we provide about campaign performance is aggregated and anonymized. You receive no personal information about users and may not attempt to identify, re-identify, or build profiles of individual users from it.
8.4 Data you may not collect. You may not place tracking pixels, cookies, fingerprinting scripts, or other collection mechanisms within the Service without our written permission.
8.5 Confidentiality of data. Data we provide is our confidential information. You may use it only to evaluate and manage your campaigns.
9. Fees and payment
9.1 You will pay the amounts stated in the IO. Unless the IO says otherwise, invoices are due net 30 days from the invoice date.
9.2 Late amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law. You are responsible for reasonable collection costs, including attorneys' fees.
9.3 Prepayment. We may require prepayment or a credit hold at our discretion, particularly for new advertisers.
9.4 Taxes. Amounts are exclusive of taxes. You are responsible for all applicable sales, use, and similar taxes, excluding taxes on our net income.
9.5 Disputes. Invoice disputes must be raised in writing within 15 days of the invoice date, with supporting detail. Undisputed amounts remain due.
9.6 Suspension for non-payment. We may pause or cancel campaigns for overdue amounts.
10. Confidentiality
Each party will protect the other's non-public information disclosed in connection with this Agreement, use it only for purposes of this Agreement, and not disclose it to third parties except to personnel and advisors with a need to know who are bound by confidentiality obligations. This does not apply to information that is public, already known, independently developed, or required to be disclosed by law.
11. Indemnification
11.1 By you. You will indemnify, defend, and hold harmless HappyLike, LLC and its members, officers, employees, and agents from any third-party claim, damage, loss, liability, or expense (including reasonable attorneys' fees) arising from: your Ads; your products or services; your landing pages; your breach of this Agreement; your violation of any law; or any claim that your Ad infringes a third-party right.
11.2 By us. We will indemnify you against third-party claims that the Service's advertising technology itself, as provided by us and used in accordance with this Agreement, infringes a U.S. patent, copyright, or trademark. This does not apply to claims arising from your Ads or from combinations with your materials.
11.3 Procedure. The indemnified party will promptly notify the indemnifying party, allow it to control the defense, and cooperate reasonably. No settlement imposing liability on the indemnified party without its written consent.
12. Disclaimers and limitation of liability
12.1 The Service and its advertising products are provided "as is", without warranties of any kind, express or implied.
12.2 Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, or goodwill.
12.3 Cap. Our total aggregate liability arising from or relating to this Agreement will not exceed the amounts you paid us under the applicable IO in the three months preceding the event giving rise to the claim.
12.4 The limitations in 12.2 and 12.3 do not apply to your payment obligations, your indemnification obligations under §11.1, or either party's breach of §10.
13. Term and termination
13.1 This Agreement begins on your first accepted IO and continues until terminated.
13.2 Either party may terminate for convenience on 30 days' written notice. Termination does not affect campaigns already running unless separately cancelled.
13.3 Either party may terminate immediately for material breach not cured within 10 days of written notice, or immediately and without cure for a breach of §5 or §6.
13.4 Sections 6, 7 (for the stated period), 8.3–8.5, 9, 10, 11, 12, 14, and 15 survive.
14. Disputes
14.1 Utah law governs, without regard to conflict of laws principles.
14.2 The parties will attempt good-faith resolution for 30 days before formal proceedings.
14.3 Any dispute will be resolved in the state or federal courts located in Washington County, Utah, and each party consents to that jurisdiction and venue.
14.4 The prevailing party in any action to enforce this Agreement is entitled to recover reasonable attorneys' fees and costs.
15. General
15.1 Independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.
15.2 Assignment. Neither party may assign without the other's written consent, except to a successor in a merger or sale of substantially all assets.
15.3 Entire agreement. This Agreement and the applicable IOs are the entire agreement regarding advertising and supersede prior discussions. Any additional or conflicting terms in your purchase order, vendor portal, or other document are rejected and have no effect.
15.4 Amendments. We may update this Agreement on 30 days' notice. Changes apply to campaigns beginning after the effective date. Continued purchase constitutes acceptance.
15.5 Notices. To us: [email protected] and St. George, UT 84790. To you: the contact on the IO.
15.6 Severability, waiver, force majeure. If any provision is unenforceable the rest remains in effect. A failure to enforce is not a waiver. Neither party is liable for delays caused by events beyond its reasonable control.
Advertising inquiries: [email protected]
Last updated: September 7, 2026
Version: 1.0