Terms & Conditions

PARTY HEADPHONES SALES AND RENTAL AGREEMENT

This document serves as a contract between PARTY HEADPHONES LLC (“PH”) and the client identified on the Quote executed in connection herewith (“CLIENT”) relating to the rental or sales of equipment identified in such Quote. Please take your time to review this document and the Quote and let us know if you have any questions. We welcome your thoughts, ideas or any other feedback you might have to help us help you create a truly unique and unforgettable experience.

RENTAL/SALES

This agreement is entered into in connection with one or more Quotes that have been or will be provided to the CLIENT by PH, regarding the rental or sales of certain equipment described therein, and on such additional terms and conditions set forth thereon. CLIENT agrees to make the payments described on the Quote on the terms and conditions set forth thereon, as supplemented by this agreement. All references to this “agreement” shall include all Quotes accepted by CLIENT in connection herewith.

SHIPPING

SHIPMENT GUARANTEE

PH guarantees that it will ship all merchandise on or before the date specified in the Quote, using the shipping method specified in the Quote, however PH will not be responsible for delays caused by the shipping services (including delays associated with holidays, shipping carrier service alerts such as wildfires, hurricanes, substantial snowstorms, pandemics, or similar circumstances). If PH fails to make a shipment in accordance with the Quote and the equipment does not arrive in time for the CLIENT’s event, then PH will make a full refund for the customer including shipping costs. This refund will be issued once equipment is returned and processed. Alternatively, a CLIENT may choose to reschedule their event date which if equipment is available, would be changed at no additional cost. If CLIENT is concerned about potential shipping delays, then CLIENT is encouraged to request earlier shipping. Alternative ship dates and/or shipping methods agreed to in writing by PH and CLIENT will be honored in accordance with all other terms and conditions within this agreement.

SHIP DATES

CLIENT is responsible to be available to receive deliveries based on tracking numbers sent to them prior to orders being shipped. CLIENT acknowledges that PH may elect to send equipment with signature required or without signature required. If a CLIENT is not present to receive a signature required delivery, and as a result does not have their equipment in time for their event, PH cannot be held responsible. If a shipment is sent without a signature required CLIENT understands that the package/s will be left at the delivery address unattended. Unattended packages are susceptible to theft and inclement weather, any damages or theft after equipment has been delivered will be the full responsibility of the CLIENT. If the CLIENT does not notify Party Headphones of a failed delivery within 6 hours of the delivery notification, CLIENT assumes full responsibility for the package. If the package is reported as stolen or lost after those 6 hours passed from delivery notification, CLIENT must make all reasonable efforts to locate the package (contacting carrier and/or contacting building management). CLIENT agrees to reimburse PH for the cost of any lost, stolen, or damaged equipment as a result of unattended packages. CLIENT acknowledges the reimbursement cost will be up to 125% of the current retail value of equipment found on https://partyheadphones.com/buy-silentdisco-headphones/ and CLIENT must remit payment within 7 days of the invoice sent. Any amount not paid by CLIENT within seven (7) days of due date shall be assessed a late payment charge of 5 percent (5%) of the overdue payment, per week, compounding until payment is made in full. CLIENT shall check shipped orders tracking numbers on a daily basis for both shipments arriving to and being returned from CLIENT. CLIENT may receive updated tracking numbers after the equipment has shipped.

RUSH ORDERS

Rush Orders are orders paid for or those that have a signed P.O. approved by PH 72 hours or less from the listed ship date. Expressed Rush Orders are those that are Rush Orders shipped with faster than normal shipping methods. Rush Orders, and Expressed Rush Orders cannot be guaranteed by PH given there is not adequate time to resolve and re-ship in the case of fortuitous events. Similarly, Rush Orders which have components that are damaged during shipment, incorrect components delivered, or non-working components delivered, cannot be guaranteed to be refunded. This is due to a lack of time available between delivery and the event date to remedy any such issues.

NON-CONTINENTAL UNITED STATES SHIPPING

Shipping to locations outside of the continental United States may incur additional shipping fees after receiving initial quotes or making payments. This depends on multiple factors including but not limited to shipper surcharges, address verifications, customs fees, duties, taxes, and other unknown charges. CLIENT shall be responsible for payment of all such additional charges upon demand by PH, and CLIENT authorizes PH to charge any credit or debit card on file for such charges.

LIABILITY

LIABILITY POLICY

By authorizing this agreement you relieve PH of any and all responsibility for any property damage, personal injury or death, which occurs from your use of the equipment or during the event, and agree to indemnify, defend, and hold PH harmless for any costs or damages which arise therefrom, except as caused by the gross negligence of PH or a material defect in the equipment provided by PH. PH shall not be responsible for any consequential, special, exemplary or punitive damages, and will not be liable for refunds offered to event attendees, other incurred costs, or any associated cost with improperly operating or missing equipment. Notwithstanding anything else contained herein to the contrary, CLIENT’s sole remedy against PH for any claims that arise out of this agreement and the use of the equipment shall be limited to the return of any amounts paid to PH hereunder by CLIENT.

INCURRED COSTS DUE TO IMPROPERLY WORKING EQUIPMENT

In the case of equipment improperly operating and/or equipment not exact to order specifications upon delivery to the CLIENT, PH will make any actions within reason to resolve these issues. Through acts of God, mistreatment in shipment, orders being prepared improperly, or equipment being set up improperly, equipment may not function as intended. CLIENT is required to test all equipment immediately on the day the equipment is delivered and report any incorrect or improperly working equipment. Failure to disclose any equipment issues on the day of delivery by contacting PH at our main [email protected] email account, our main listed phone number/s, or any emergency contact numbers listed with your order, shall constitute a waiver of such issues and may result in an inability to offer credit, refunds, or possible remedies to situations. Email disclosure must describe a problem, and be time stamped on the day of delivery -or- a phone call conversation must take place on the day of delivery. PH will in some cases offer future credit for such situations, but cannot offer credit or a refund exceeding the cost of the rental itself. PH offers no guarantees of refund or future credit, and each situation is treated on a case by case basis. Missing or damaged transmitters reducing the operation of headphones down to one channel does not necessitate a partial or full refund by PH or qualify as non-functioning equipment.

PAYMENT PROVISIONS

Please accept your Quote, sign the Invoice (electronically) and pay in full to reserve your order. If you are unable to make a full payment at this time in order to reserve your equipment, please contact us at 833-727-8947 to discuss alternative payment arrangements.

Payments by Purchase Orders and/or similar payment arrangements made for which the CLIENT agrees to pay PH after services are rendered are due thirty (30) days after the event date. Any amount not paid by CLIENT within seven (7) days of due date shall be assessed a late payment charge of 5 percent (5%) of the overdue payment, per month, compounding until payment is made in full.

Please accept your Quote and pay in full to reserve your order. If you are unable to make a full payment at this time in order to reserve your equipment, please contact us at 833-727-8947 to discuss alternative payment arrangements.

We do provide the option to put a 50% non-refundable deposit down to confirm equipment. Payment in full is due no less than 72 hours prior to the listed ship date. If the second half of the payment is not received by this time, PH reserves the right to cancel the order, apply appropriate rush order and express shipping charges as needed, and/or make the equipment available to another customer. In cases of alternative payment arrangements, all arrangements must be detailed in writing.

Should arrangements be made for the CLIENT to pay PH for services after rental, the CLIENT agrees to pay these fees in a timely manner as specified by PH in the written agreement. In all possible payment arrangements the CLIENT will provide credit card information and authorization prior to the rental term. The card on file may be used to compensate PH for any damages, missing items, breach of this agreement, or any other amounts due to PH as specified hereunder or in a Quote.

For booked events booked less than three (3) business days before the scheduled SHIP date, a Rush Order Fee of $40 per bin shall be applied. Equipment shipped in non-standard packaging and event services booked less than three (3) business days before the scheduled SHIP date or in the case of non-shipped services less that five (5) business days before scheduled event date shall incur a Rush Order Fee of up to 15% of the total invoice. Rush Order Fees are subject to change and may increase due to holidays or other high demand times of year.

All custom or specialty orders (as designated on any Quote) are ineligible for refunds or returns once purchases are made.

PH accepts credit cards. All other payment methods must be approved by and at the discretion of PH in advance. Use of credits must be approved in advance by PH. Proper identification is required. CLIENT accepts responsibility for a late payment fee of $35 (minimum) or 20% of the invoice total (whichever is greater). Late payment fees accrue monthly for all unpaid invoices past their due date. Any discounts and/or promotional pricing will be subject to removal if the invoice is not paid in full by the due date. CLIENT agrees to pay all attorney’s fees and collection fees should an outside agency or rm need to be contacted to collect payment.

RENTAL EQUIPMENT RETURN

CLIENT RESPONSIBILITIES POST-EVENT

For rentals, PH provides CLIENT with a packing list, return shipping label/s, and high strength color specific zip ties. CLIENT is responsible for safely repacking all equipment into the bins provided, placing the return shipping label/s completely covering or completely replacing the original shipping label/s, securing bin/s closed with the provided high strength color specific zip ties, sending the equipment back the next business day after the event date, and acquiring confirmation that the package has been sent out for return with the proper shipping provider.

If the CLIENT fails to fulfill any of these requirements, the CLIENT will be fully liable for any missing or damaged equipment, shipping delays, shipping charges, late return fees, and any other costs the CLIENT and PH incur in associated with the failure. PH may charge the card on file to cover these costs. If the order is not returned on return day specified on the Quote, additional charges will apply at a rate of 75% of the total rental cost per day. If the CLIENT would like to dispute a late return fee, CLIENT must provide timestamped proof that the appropriate shipping provider received the full order.

EQUIPMENT LOSS/DAMAGE POLICY

Lost, stolen, or damaged equipment is the full responsibility of the CLIENT. PH may charge the CLIENT up to 125% of the full retail value for lost, stolen, or damaged equipment, or any equipment not returned within 14 days of the return date specified on the quote. Current retail prices for most equipment can be found at https://www.partyheadphones.com/buy-silent-disco-headphones/ but are subject to change. Damages and corresponding fees will be assessed by PH, and may be charged to the credit card on file with PH. CLIENT will be provided 48-hours notice before any associated charges are applied to the card on file.

BONUS EQUIPMENT

As a part of each rental kit, an additional amount of free bonus headphones will be included to provide additional support in case of battery drainage or accidental damage. The availability of bonus headphones cannot be guaranteed and depends on inventory. These bonus headphones are not to be used towards the total number of headphones requested. In the event of loss, theft, or damage, the client will be responsible for paying up to 125% of the full retail value, as assessed by PH. The current retail prices can be found at https://www.partyheadphones.com/buy-silent-disco-headphones/ but are subject to change. Any damages and associated fees will be assessed by PH, and may be charged to the credit card on file with PH after providing the client with a 48-hour notice. These same terms also apply to other bonus equipment that may be sent in orders including, but not limited to transmitters, keypads, audio cords, and adapters.

MANUFACTURER DEFECTS

All equipment sales exhibiting any manufacturer defects may be returned within 7 days of receiving the shipment. Purchases returned without a Return Merchandise Authorization will be ineligible for a refund, and will require an additional shipping/processing fee to receive back into your possession. All items will be inspected and thoroughly tested upon return. Items which do not display signs of a manufacturer defective, or items appearing used to any degree, or damaged due to any fault of the customer, or during return, shall not be liable for a refund, and will incur additional shipping/handling charges to receive back into your possession.

RETURN IN CONDITION DELIVERED

CLIENT is responsible for returning the equipment in the same condition (or better) than they received it. Equipment returned with moisture, stickers, sticker residue, paint, marker, glitter, sequins, pen, pencil, dirt, sand, makeup, glue, general residue, other soot-or- mixed in with trash may incur additional cleaning fees at a rate of $70 per hour. Charges are a minimum of one hour and are charged in full hour increments. PH acknowledges that general “wear and tear” may occur, and the CLIENT will not be charged for reasonable amounts of general “wear and tear”.

DAMAGE IN TRANSIT

The CLIENT will not be held liable for damage caused to the equipment in transit to the CLIENT. Damage to equipment due to transit to the CLIENT must be properly disclosed in writing according to the “Incurred costs due to improperly working equipment” section.

EVENT CANCELLATION POLICY

A processing fee of $50 or 20% of the total invoice, whichever is greater, will be charged for cancellations made 60 calendar days or more before the scheduled ship date.

A processing fee of $75 or 40% of the total invoice, whichever is greater, will be charged for cancellations made 30-59 calendar days before the scheduled ship date.

A processing fee of $150 or 50% of the total invoice, whichever is greater, will be charged for cancellations made 11-29 calendar days before the scheduled ship date.

A processing fee of $250 or 60% of the total invoice, whichever is greater, will be charged for cancellations made 7-10 calendar days before the scheduled ship date.

There will be no refunds for cancellations made within 6 calendar days before the scheduled ship date. CLIENT will be responsible for paying the full amount on the invoice. Re-scheduling of event dates may be permitted, requests to reschedule must be submitted by the CLIENT at least 14 calendar days before the scheduled ship date.

Approval for re-scheduled events is at the discretion of PH based on equipment availability, rate changes, and other unforeseen factors. Additional charges may apply. Events may not be rescheduled more than once. Rescheduled events are not eligible for any refunds. In the case of fortuitous events such as severe floods, heavy rains or typhoons, earthquakes, and other calamities, the rescheduling of the event date will be considered by PH. If considered, events may be moved up to 2 weeks from the original date, provided the equipment is available and has not yet been shipped to the CLIENT. Notice of cancellation must be made in writing via e-mail to [email protected]. A cancellation acknowledgment will be sent within 1-2 business days and applicable refunds in accordance with the policy outlined above will be processed within 10 business days. Any and all non-equipment services are non-refundable after booking. Once equipment has shipped CLIENT is responsible for full payment and any other associated charges in accordance with this agreement.

VALID REASONS FOR REFUND REQUESTS

PH will honor requests for refunds submitted via email to [email protected] in a timely manner for the following reasons:
– Non-delivery of the equipment except for fortuitous events covered by insurance in accordance with the SHIPPING section of this agreement.
– Irreparable defects or grave difficulties of the equipment: although all the products are thoroughly tested before release, unexpected errors may occur.

MISCELLANEOUS

This agreement and all transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of Arizona without regard to its co of laws or principles. If any action is brought to enforce, interpret or recover damages for breach of the provisions of this agreement, then jurisdiction and venue for said action shall be in the Superior Court, County of Pima, Arizona. The prevailing party in any action shall be entitled to recover all reasonable costs and fees incurred in connection with the enforcement hereof, including but not limited to reasonable attorneys fees.

This agreement and any related Quotes represent the entire understanding and agreement between the Parties as to the subject matter hereof and supersede all prior written or oral consents, agreements, understandings or other communications between the parties related thereto. No amendment to or modification of the terms of this agreement shall be binding unless agreed to in a writing signed by the parties to this agreement. Any waiver of a default, term or condition of this agreement shall not be deemed a continuing waiver of or preclude the subsequent enforcement of such default, term or condition.

This agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. The execution and delivery of this agreement or any of the documents referenced as schedules and attachments hereto and of signature pages by electronic means, including facsimile transmission or .PDF delivered via email will constitute effective execution and delivery thereof as to the parties and may be used in lieu of the original document for all purposes.

The invalidity or unenforceability of any particular provision of this Agreement shall not affect the validity or enforceability of any of the other provisions hereof.

PURCHASES

Please note that our Support Team is ready to provide you with timely and efficient professional assistance. We will attempt to find the best convenient solution for your query. Give us 12-24 hours for our Support Team to get back to you on the problem. You may request assistance by sending an email to [email protected] or following the emergency contact protocol that came with your order.

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.

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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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 [email protected], 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.

Affiliates

Last Updated: July 2020

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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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 [email protected], 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.

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