Terms & Conditions

TERMS OF SERVICE

THE FOLLOWING “TERMS OF SERVICE AND CONDITIONS OF USE” (“Agreement”) GOVERN YOUR USE OF THE WEBSITE PARTYHEADPHONES.COM (“Site”) MADE AVAILABLE BY PARTY HEADPHONES AND ANY RELATED SITES AND SERVICES (TOGETHER “PARTY HEADPHONES”). USE OF THIS WEBSITE, AS WELL AS BECOMING A CLIENT OF PARTY HEADPHONES, OR ITS RESELLER, REQUIRES CONSIDERATION FOR, AND AS A CONDITION OF ALLOWING YOU TO VIEW OR REGISTER FOR THIS WEBSITE AND ANY RELATED SERVICES, YOUR HAVING READ AND ACCEPTED THIS AGREEMENT. PLEASE READ THE AGREEMENT CAREFULLY. BY VIEWING, VISITING, USING, REGISTERING, BECOMING A CLIENT OR RESELLER, OR INTERACTING WITH THIS WEBSITE, YOU ACCEPT THE TERMS OF THE AGREEMENT WHETHER YOU ARE A VISITOR OR A REGISTERED USER. IF YOU ARE NOT WILLING TO BE BOUND BY ALL THE TERMS YOU MUST DISCONTINUE USE OF THE SITE AND/OR SERVICES. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO ACT FOR AND TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS AND THAT YOU ARE OVER THE AGE OF EIGHTEEN (18) AND THAT YOU REPRESENT YOURSELF AS BEING OF YOUR TRUE AGE AND IDENTITY INTRODUCTION.

OVERVIEW

Welcome to PARTY HEADPHONES, the company that helps your brand and company get noticed online. We are dedicated to providing you with some of the most comprehensive solutions to marketing and design, with a revolutionary interactive platform. The PARTY HEADPHONES Site and related services (together “Services”) are provided to you on the condition of your acceptance of this Agreement. This Agreement contains terms and conditions that apply to any individual or entity, and any participation or interaction with the site, whether or not they are a registered user of PARTY HEADPHONES. Additional terms, including any Privacy Policies, Reseller Agreements, Purchase and Service Orders, Non-Disclosure Agreements, and other agreements, may apply to those utilizing PARTY HEADPHONES Services, including those requirements that govern terms and conditions of payment.

Through its Services, PARTY HEADPHONES provides you with access to a variety of resources, including (but not limited to) search engine optimization services, search analytics, content writing, personalized design services, and social media services. Unless we say otherwise, your ability to view, use, or interact with these services is governed by this Agreement. “You” means the individual, company, or legal entity that viewing, interacting, using, or is a client of PARTY HEADPHONES or its authorized resellers, including, without limitation, any partners, members, employees, temporary employees, and contractors of the approved individual or company.

OUR ELECTRONIC CONTRACT WITH YOU

This Agreement is the electronic contract between you and PARTY HEADPHONES, and defines your relationship with us. Since the nature of the internet changes, we must constantly adapt our Site and Services. With that in mind, you understand and agree that the Services we offer are unique, therefore PARTY HEADPHONES reserves the right to change this Agreement at any time, and the changes will take effect once they are posted on the Site. In plain English, you need to be aware that: (1) this Agreement is subject to change; (2) it is your responsibility to check for changes; and (3) your use of the Site or Services after it has changed means you accept the changes. If you do not agree with these terms, or any other terms you have been presented with, immediately discontinue use of the Site and Services and notify us of your decision.

GENERAL CONDITIONS

Accepted Use. By viewing, interacting, registering, linking to, using the Site and related Services, and/or becoming a client of PARTY HEADPHONES or its Reseller’s, you represent that your use of the Site and related Services complies with, and will continue to comply with for the duration of this agreement, all of the provisions of this Agreement, and does not violate the rights of any person or any duty owed to any other party, and that it does not violate any applicable law. You also agree that you will be solely responsible for the authenticity and/or operation of information you provide, interaction with the site, or in connection with your use of any related services, as well as the accuracy and appropriateness of materials you provide or other websites you partner with. PARTY HEADPHONES accepts no responsibility for monitoring individual websites, link partners, Reseller, third party websites, or the user profiles, interactions, or groups of related services. Although PARTY HEADPHONES reserves the right to monitor certain activities, it has no obligation or responsibility to monitor, modify, or remove any inappropriate content, or for the conduct of content submitted to our Site or any other site.

Unauthorized Use. We have a strict no robot policy, meaning that in order to access or use this Site or any of our services you must be a human. No automated scripts, programs, scrapers, or bots. You also agree that you will NOT modify, reverse engineer, let others use your account, use our services for anything other than intended (in our discretion), adapt, hack, jack, or falsely imply a relationship with the PARTY HEADPHONES’s Site, Services, or authorized resellers. PARTY HEADPHONES reserves the right, in its sole discretion, to determine whether anyone has violated this Agreement. In addition to this, the following is a list of conduct, behavior, and content that you are prohibited from providing, linking to, or implying PARTY HEADPHONES has any connection to, as determined by PARTY HEADPHONES in its sole discretion, as well as your agreeing that:

You will not use, develop or distribute any automated software programs (bots), scripts, or other applications that are designed to modify, interact, or use the Site and/or Services;

You will abide by all local, state, federal, international or other applicable laws, including but not limited to, rules regarding acceptable online conduct;

You will not disrupt, attempt to, assist in, prohibit, or diminish any visitor or registered user’s experience or interaction with the Network, Site, or other related service;

You will not reproduce, modify, reverse engineer, disassemble, distribute, transmit, copy, or otherwise create any derivative works of any portion of the Site or Service;

You will not collect, or use any software to collect, the personal information of any kind, impersonate, or create a false identity for any reason, including for the purpose of misleading others;

You will not use, upload, transmit, provide, or distribute any content, images, links, websites, or photographs which you do not own or own the rights to;

You will not interfere with any Site, Service, third party site, or any computer connected to the Site or our Services;

You will not send, post, or request others to send or post, any unauthorized, unsolicited, or unwanted communications, including commercial messages (“spam”), junk mail, chain letters, mass mailing, instant messaging, phishing, or any other related conduct;

You will not post, request, link to, distribute or engage in conduct that is patently offensive;

You will not post, request, distribute or engage in conduct that is sexually explicit or that can be construed as obscene or pornographic;

You will not post, request, distribute or engage in conduct that is or promotes violence, terrorism, profanity, racial, bigotry, hatred, or otherwise objectionable content;

You will not post, request, distribute, or engage in conduct that concerns illegal substances or activities;

You will not post, request, distribute, or engage in conduct that furthers or promotes warez, cracking, phishing, phreaking, blackhat seo, or other similar activity;

You will not develop, post, link to, attempt to utilize PARTY HEADPHONES services to link to, or distribute any material or websites that contain viruses or any other computer code, file, or program that is designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications device;

You will not solicit any personal information from anyone under the age of 18;

You will not utilize our Site or Services for any blackhat SEO methods, as determined by PARTY HEADPHONES;

You will not solicit the login information of any other user of the Site or related Services;

You will not use your personal profile, the Site, or Services for commercial gain (i.e. selling your account to others or placing links in your profile or on the site for pure optimization purposes); and

You will not engage in any other prohibited use or prohibited content that is determined by PARTY HEADPHONES in its sole discretion;

You will not use or attempt to use another’s account, service or system without authorization from PARTY HEADPHONES;

You will not maintain more than one user account per person or company without prior authorization from PARTY HEADPHONES.

OWNERSHIP, COPYRIGHTS AND INFRINGEMENTS

Ownership Rights and Licenses. We like our Site and the Services we offer and we have invested quite a lot of time, money, and perspiration in providing some of the best the web has to offer. So it should come as no surprise that we don’t like when people steal our stuff. Stuff, in this sense, includes the copyrighted material, trademarks, and other proprietary information of PARTY HEADPHONES and its licensors. Notwithstanding anything in the public domain, or that we gave you express written permission to use, you may NOT copy, distribute, modify, publish, display, sell, barter, exchange, resell, maim, or otherwise redistribute any of our copyrighted material, trademarks, or proprietary information. If you do, we’ll come at you with the proverbial legal stick. By using or interacting with the Site you agree to provide PARTY HEADPHONES with a limited license for the use of any information or content you provide.

Infringement Claims. In the event of a claim that your use or participation with the Site or Services, in accordance with the terms of this Agreement, infringes any proprietary right of any third party, PARTY HEADPHONES shall have the option, in its sole discretion, to: (a) if possible obtain the right to continue using the infringing item, (b) replace the infringing item or modify it so that it becomes noninfringing, or (c) terminate your participation and rights granted herein.

In addition, the Digital Media Copyrights Act (DMCA) provides copyright owners who believe that their rights have been infringed upon. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide us with the following information:

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

A description of the copyrighted work or other intellectual property that you claim has been infringed;

A description of where the material that you claim is infringing is located on the web site, with enough detail that we may find it on the web site;

Your address, telephone number, and email address;

Your statement that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;

Your statement, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

For notice of claims of copyright or other intellectual property infringement we can be reached as follows:

Party Headphones

1101 N Wilmot Rd.

Suite 233

Tucson, AZ 85712

info@partyheadphones.com

1-833-727-8947

WARRANTIES AND LIMITATIONS OF DAMAGES/LIABILITY

THE SITE, NETWORK, OR OTHER OPERATION OF PARTY HEADPHONES AND ITS SITE AND SERVICES (COLLECTIVELY “PARTY HEADPHONES”), ITS USE AND THE RESULTS OF SUCH USE IS PROVIDED ON AN “AS IS” BASIS. ESEOS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE NETWORK, SITE, OR ANY OF THE PRODUCTS OR SERVICES SOLD THROUGH THE NETWORK, AND IN NO EVENT SHALL PARTY HEADPHONES, ITS RESELLERS, OR ADVERTISERS BE LIABLE TO YOU OR ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY CUSTOMERS OBTAINED MARKETING EFFORTS) FOR ANY DAMAGES OF ANY KIND ARISING FROM OR RELATED TO YOUR USE OF THE NETWORK, SITE, DATA, UNDERLYING PRODUCTS AND/OR SERVICES OR YOUR DISPLAY OF ANY MATERIAL, CONTENT OR OFFERS ON OR THROUGH YOUR WEBSITES AND/OR E-MAILS AND/OR ANY OTHER INTELLECTUAL PROPERTY INCLUDING, BUT NOT LIMITED TO, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND/OR CONSEQUENTIAL DAMAGES EXCEPT WHERE PROHIBITED BY VIRTUE OF LAW, EVEN IF PARTY HEADPHONES OR RESELLER, OR THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE SITE AND SERVICES, ALONG WITH ANY MATERIALS, OFFERS, PROGRAMS, DATA, UNDERLYING PRODUCTS AND SERVICES, INFORMATION AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED (INCLUDING, WITHOUT LIMITATION, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). THE SITE, SERVICE, OR RELATED OFFERS, PROGRAMS, SITE, DATA AND/OR ADVERTISERS’ UNDERLYING PRODUCTS AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. PARTY HEADPHONES AND/OR RESELLER, OR THIRD PARTY LINK PARTNER HAS NO LIABILITY, WHATSOEVER, TO YOU OR ANY THIRD PARTY, FOR YOUR USE OF, OR INABILITY TO USE, THE SITE, SERVICE, MATERIALS, OFFERS, PROGRAMS, DATA AND/OR ADVERTISERS UNDERLYING PRODUCTS OR SERVICES AND PARTY HEADPHONES DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, THAT YOUR USE OF SAME WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY OF THE SITE, SERVICES, OR PROGRAMS WILL BE AVAILABLE TO YOU. THE NEGATION OF DAMAGES SET FORTH HEREINABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES INVOLVED, INCLUDING YOU AND PARTY HEADPHONES. YOU AGREE AND ACCEPT THAT THE SITE WOULD NOT BE PROVIDED TO YOU WITHOUT THE LIMITATIONS SET FORTH. PARTY HEADPHONES MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY RESULTS OBTAINABLE THROUGH THE SITE, NETWORK, MATERIALS, OFFERS, DATA AND/OR PROGRAMS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PARTY HEADPHONES OR ADVERTISER, THROUGH THE SITE, NETWORK, OFFERS, DATA AND/OR PROGRAMS SHALL CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED IN THE AGREEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION(S) MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, PARTY HEADPHONES AND/OR RESELLERS LIABILITY IS LIMITED TO THE SMALLEST AMOUNT PERMISSIBLE BY LAW. THIS SECTION WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR LIMITED REMEDY.

LIMITATION OF LIABILITY

Jurisdiction, Choice of Law, and Disputes. This Site and the related services can be accessed from all 50 states, as well as from other countries around the world. Since each of these places has many different laws, by accessing this Site and related Services you agree that interpretation of this Agreement, as well as any disputes related to it, will be construed and governed by the laws of the State of Arizona, without regard to its conflict of laws principles. In addition, you consent to jurisdiction and venue in the State and Federal Courts of the State of Arizona, Maricopa County, for the resolution of any such dispute. The prevailing party in any such dispute will be entitled to attorneys’ fees, costs, and other remedies at law.

Indemnification. You agree to fully defend, indemnify, including reasonable attorneys’ fees and costs for claims, threats, or disputes arising out of, or related to your use or participation in, the Site and/or Services, including, but not limited to: (1) your violation of this Agreement; (2) your improper use of the Site/Services; (3) allegations concerning intellectual property infringement; (4) breach of any of your warranties, representation and hold PARTY HEADPHONES, its subsidiaries, Advertisers, and each of their respective officers, partners, members, managers, employees, agents and attorneys, harmless from and against any and all claims, threats, allegations, liabilities, costs, taxes, and expenses.

Modification. Your continued use of the Site and/or Services must be in full accordance with this Agreement and any modifications to it by PARTY HEADPHONES. PARTY HEADPHONES reserves the right to make changes to the Site, Services, and the terms and conditions of this Agreement at any time. Your continued use after any such modification shall constitute your consent to such modification. In the event you no longer agree with any modifications, you will immediately cease to be an Authorized User and you must notify PARTY HEADPHONES immediately of this desire, upon which your account, and any such rights thereunder, will be terminated.

Relationship of Parties. PARTY HEADPHONES, and any developers, Resellers, or operators of applications will be and shall act as independent contractors, and no party is authorized to act as or shall be an agent or partner of, or joint venturer with, the other party for any purpose, unless otherwise authorized by PARTY HEADPHONES in writing in a separate agreement. Neither party by virtue of this Agreement shall have any right, power, or authority to act or create any obligation, express or implied, on behalf of the other party.

Final Words. We may provide advice, but this not intended to replace or substitute any other professional, legal, medical, financial, or other advice. In other words, we aren’t responsible for you or others reliance on information posted on our Site, through our Services, or transmitted by any Reseller or third party. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable for any reason, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. No express or implied waiver by either party of any event of default hereunder shall in any way be, or be construed as, a waiver of any future or subsequent event of default. The respective rights and obligations of the parties shall survive the termination of this Agreement. The parties acknowledge that this Agreement constitutes the entire agreement between the parties as of the date hereof with respect to the subject matter hereof, and that this Agreement supersedes any and all prior and contemporaneous communications, whether oral or written. The parties also agree that PARTY HEADPHONES may amend or modify this Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall be taken together and constitute one and the same instrument.

Impressions & Reach Defined:

Impressions and reach is based on actual platform shares through either our app or microsite. Due to the limitation on statistics from specific social platforms reach and impressions are recorded based off of intent and conservative reported social media statistics.

According to Facebook, impressions are the number of times a post from your Page is displayed. People may see multiple impressions of the same post. For example, if someone sees a Page update in News Feed and then sees that same update when a friend shares it, that would count as 2 impressions. Reach is the number of people who received impressions of a Page post. Reach might be lower than impressions because one person can see multiple impressions. For example, a person who sees multiple impressions would represent a reach count of one. [Source link: https://www.facebook.com/help/274400362581037?helpref=uf_permalink]

How we calculate Facebook & Twitter reach/impressions:

When a user posts directly from our microsites to Facebook or Twitter, 35% of your followers see that post, this is according to business insider – [Source https://www.businessinsider.com/35-percent-of-friends-see-your-facebook-posts-2013-8?IR=T], however this is quite dated and at a time when the Facebook algorithm was very different. This isn’t necessarily a bad thing though as most recently Facebook have shifted the algorithm to focus more closely on your friends and family as sited in a recent article on wired.com. This means that when a user uploads to Facebook or Twitter and posts they are posting an organic Image/video which gives it a better reach/impression than even pages with hundreds of thousands of followers or page likes. Business pages have seen a decline in reach with the new algorithm to as little as 2% [Source -https://blog.hubspot.com/marketing/facebook-organic-reach-declining] leading us to believe that getting users to post organic content is far more effective in terms of reach/impressions. A simplified example is social media posts receive impressions from roughly 35% of a person’s friends/followers. Therefore, a simplified example would be if Facebook user has 100 friends and posts, we can say that 35 of their friends will see the post. That would mean this one post to social media has an estimated reach of 35. While exact numbers will vary from platform to platform, the same can be applied to Twitter.

How we calculate Email & Text reach/impressions:

Due to users not sharing directly to platforms from our app or microsites we are unable to get exact shares, however base these numbers on the expected behaviour of a person and the likelihood they will share to various social platforms. We know for years of being in the industry that sharing via text and email is the most popular options and then after receiving the text or email the users is very likely to share to their preferred platform, Therefore we use the industry standard median of friends a person has, as calculated by PEW Research Center [Source link: http://www.pewresearch.org/fact-tank/2014/02/03/6-new-facts-about-facebook/]. We then use the same method of calculating as outlined above. We are confident that if a person shares a photo via email, they have shared it to social media and that an average of 101 people may have seen the photo. Thus, an email share has created 101 impressions.

How are Instagram reach/impressions calculated?

The instagram API does not allow us to record the exact number of followers an Instagram user has. According to Statista the average number of instagram followers per person is around 150 [https://www.statista.com/statistics/419326/us-teen-instagram-followers-number/] Therefore we use 150 for Instagram Impressions and 54 for Reach.

Overall Impressions Calculated:

To calculate overall impressions we simply add up the total of impressions calculated in each share category. For example, 100 email impressions, 100 Facebook impressions and 100 Twitter impressions would yield an estimated 300 total impressions.

Affiliates

Last Updated: July 2020

Thank you for your interest in the referral program (the “Program”) of Party Headphones Inc. (“Party Headphones,” “we” or “us”)! This Party Headphones Referral Program Agreement (“Agreement”) governs your participation in the Program. By participating in the Program, you agree to the terms of this Agreement. This Agreement does not alter in any way the terms or conditions of any other agreement you may have with Party Headphones, for products, services or otherwise.

  1. Program Overview. The Program permits you to receive compensation in exchange for referring customers that purchase Party Headphones products and services (“Party Headphones Services”). If we accept your Program application, we will provide you with a hyperlink (“Link”) for display on websites and online services operated by you that are approved by Party Headphones for use in connection with the Program (“Your Services”). Subject to the terms of this Agreement, we will pay you a marketing fee of up to 20% of all amounts actually received by Party Headphones, less deductions described in Section 4 below, (“Marketing Fee”) from users that click on your Link and purchase any Party Headphones Services within 30 days of clicking on your Link. Actual marketing fee paid will be between 10% – 20% and varies based on applicable services, programs, or individual affiliate application acceptance.
  2. Enrollment. To be eligible to participate in the Program, you must accurately complete our Program application. We reserve the right to reject your application for any reason. If you are entering into this Agreement on behalf of an entity: (a) you represent and warrant that you are authorized to bind such entity to this Agreement and that such entity will be responsible for your and any other of its employees or agents activities in connection with the Program; and (b) references to “you” in this Agreement will refer to you and such entity, collectively. You may only participate in the Program if permitted by the laws of your jurisdiction and the terms of any agreements you may have entered into with third parties. To continue to be eligible for participation in the Program, you must generate at least US $100 annually in Marketing Fees.
  3. Program Portal. To participate in the Program, you will need to access Party Headphones’ online Program portal (“Portal”), which is accessible through a URL that Party Headphones will provide to you. You must comply with Party Headphones’ Terms of Service in connection with your access and use of the Portal. Use of the Portal is also subject to Party Headphones’ Privacy Policy. The Portal is considered part of the Party Headphones Services.

 

    1. We will pay Marketing Fees to the payment method designated by you via the Portal no sooner than 45 days from the end of the calendar month in which the Marketing Fees accrued, provided that the Marketing Fees payable exceed a minimum threshold of $100. If your Program account becomes inactive, any unpaid and accrued Marketing Fees may be subject to escheatment under applicable state law.
    2. Deductions. The Marketing Fees payable to you will be exclusive of taxes, refunds, and chargebacks, and we may offset such amounts against any Marketing Fees owed to you. You are responsible for any taxes payable in connection with the Marketing Fee, other than taxes payable in connection with our gross receipts or income.
    3. Limitations. Marketing Fees will not be payable to you for any purchase of Party Headphones Services: (i) that is later cancelled, refunded, charged back, or for which Party Headphones does not receive payment; (ii) that occurred as a result of your breach of this Agreement, or while you were in breach of this Agreement; (iii) if the purchase does not occur within 30 days of when the user clicks on your Link; (iv) if, before making the purchase, the user has more recently clicked on the Link of another Program participant; or (v) that occurs after termination of this Agreement (collectively, an “Ineligible Transaction”). For clarity, Marketing Fees will be payable to the Program participant responsible for the Link that a user last clicks before purchasing any Party Headphones Services. If we discover that we have paid you any Marketing Fees for an Ineligible Transaction, we may either require you to promptly repay the applicable amount, or we may offset such amount from future amounts payable to you under this Agreement. (vi) on which you already receive a revenue share or similar payment from Party Headphones.
  1. Limited License. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to display the Link and any Party Headphones Marks on Your Services, and in other marketing communications that you may send, solely for the purpose of referring users to the Party Headphones Services. “Party Headphones Marks” means any of Party Headphones’ trade names, trademarks, service marks, logos or other similar indicia of identity or source provided by Party Headphones to you in connection with this Agreement. All goodwill arising from your use of the Party Headphones Marks will inure to the benefit of us. Other than the limited license set forth in this Agreement, Party Headphones reserves all right, title, and interest not expressly granted to you. You will use the Party Headphones Marks in accordance with any written guidelines Party Headphones provides to you. Upon request by Party Headphones, you will provide samples of any marketing materials you have used, or plan to use, that incorporate the Party Headphones Marks or the Link.
  2. Legal Compliance. You must comply with all laws that apply to Your Services and your participation in the Program, including the FTC’s rules regarding sponsored endorsements (see theFTC website for more details), all privacy laws that apply to the collection, use and disclosure of personal information via Your Services, and all marketing laws that apply to any messages you send in connection with this Agreement. You are solely responsible for Your Services and your participation in the Program.
  3. Prohibited Content. Your Services must not contain any content that: (i) is violent or sexually explicit; (ii) violates any applicable law or infringes or misappropriates any intellectual property right; (iii) is in any way harmful, threatening, defamatory, obscene, harassing or otherwise objectionable; (iv) includes malware, viruses, or other harmful code; or (v) copies or resembles the look and feel of any Party Headphones Services.
  4. Prohibited Activities. You will not:
    1. mislead users regarding the purpose or nature of Your Services;
    2. engage in any fraudulent or unlawful activities;
    3. state or imply that you or Your Services are part of, affiliated with, or endorsed by Party Headphones;
    4. use any Party Headphones Marks, or any similar variations, other than as permitted under this Agreement. This includes not using the Party Headphones Marks in website meta tags, bids for paid advertising, search engine optimization, or press releases;
    5. use, or register for, any domain name containing any Party Headphones Mark or any similar variations;
    6. attempt to artificially or fraudulently increase your Marketing Fees in any way, such as by generating transactions that are intended to be canceled;
    7. bypass, circumvent, or avoid any restrictions employed via the Party Headphones Services;
    8. take any action that may burden any Party Headphones Services, including by using automated scraping, crawling or monitoring tools not authorized by Party Headphones; or
    9. Request or collect any account information from our users, including any Party Headphones usernames or passwords.
    10. Offer cash back, rewards or other incentives to drive traffic/sales via their affiliate tracking links.
    11. Use traffic that is generated by pay to click, pay to read, banner exchanges, click exchanges, CPV advertising, pop-up/under, SPAM, purchased traffic or similar methods.
    12. Use cookie stuffing techniques that set the tracking cookie without the user actually clicking on the referral link (for example a 1×1 pixel iframe).
    13. Bid on or use Party Headphones (WordPress, Jetpack, WooCommerce) trademark, trademark +, or misspelled keywords for the purpose of PPC on Internet search engines (Google, Yahoo, MSN, Ask etc.)
    14. Use Party Headphones (WordPress, Jetpack, WooCommerce) trademark, trademark +, or misspelled keywords in their domain names.
  5. Indemnification. You will indemnify and hold us and our affiliates and subsidiaries, and our and their respective directors, officers, employees, agents, and shareholders, (collectively, the “Party Headphones Parties”) harmless against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ or other professionals’ fees) that arise out of or relate to: (a) your participation in the Program, (b) your breach of this Agreement, or (c) Your Services.
  6. Disclaimers. PARTY HEADPHONES DOES NOT MAKE ANY WARRANTIES UNDER THIS AGREEMENT. THE PROGRAM, THE PARTY HEADPHONES SERVICES, THE LINK AND THE PARTY HEADPHONES MARKS ARE PROVIDED “AS IS”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PARTY HEADPHONES DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
  7. Limitation of Liability. WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL OR DATA) RELATED TO THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (I) THE TOTAL MARKETING FEES PAID TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE MOST RECENT EVENT GIVING RISE TO THE CLAIM OCCURRED, OR (II) US $100. THE LIMITATIONS IN THIS SECTION WILL NOT APPLY TO ANY WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF PARTY HEADPHONES.
  8. You or we may, for any reason, terminate your participation in this Agreement at any time upon notice. Following termination, we will pay you any unpaid Marketing Fees, if valid, that you earned prior to the date of termination. Immediately upon termination, all licenses granted to you under this Agreement will be terminated, and you must remove any Link or any Party Headphones Marks from Your Services. Sections 9-13 of this Agreement will survive termination of the Agreement.
  9. We reserve the right to modify the terms of this Agreement upon notice to you. Will provide notice of amendments by posting the revised Agreement to the Portal and updating the “Last Updated” date at the top of this Agreement, and in some cases, we may provide additional notice (such as via email). Your continued participation in the Program will confirm your acceptance of any amended terms of this Agreement. If you do not agree to any amendments, you must terminate your participation in the Program.
  10. Other Terms. This Agreement constitutes the entire agreement between Party Headphones and you concerning the subject matter hereof. You must ensure that your account information remains accurate and complete all times during your participation in the Program. Except as otherwise stated in this Agreement, any notices required under this Agreement will be sent to you at the email address maintained in your account, and to Party Headphones at legal@partyheadphones.com, with “Attention Referral Program” in the subject line. Except to the extent applicable law, if any, provides otherwise, this Agreement will be governed by the laws of the state of Tucson, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Tucson, Arizona. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Tucson, Arizona, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may not assign your rights under this Agreement to any party without the consent of Party Headphones; Party Headphones may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.