These Terms of Service (the "Terms") are a binding agreement between you and Partyhat Technologies Inc., a Delaware corporation ("Partyhat," "we," "us," or "our"), and govern your access to and use of the Partyhat website at partyhat.ai and its subdomains, the Partyhat web application, the Partyhat desktop application, our email and text message programs, and any other product or service that links to these Terms (collectively, the "Services").
PLEASE READ SECTION 20 (DISPUTE RESOLUTION; ARBITRATION) CAREFULLY. IF YOU ARE A PARTICIPANT, IT REQUIRES YOU TO RESOLVE DISPUTES WITH PARTYHAT THROUGH INDIVIDUAL BINDING ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION, UNLESS YOU OPT OUT WITHIN 30 DAYS AS DESCRIBED IN SECTION 20.
By creating an account, clicking to accept these Terms, signing an Order Form that references these Terms, or otherwise using the Services, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Services.
These Terms are organized as follows:
- Part A (Sections 1–12) applies to everyone who uses the Services.
- Part B (Sections 13–15) contains additional terms that apply to Brands.
- Part C (Sections 16–18) contains additional terms that apply to Participants.
- Part D (Sections 19–22) contains disclaimers, limitations of liability, dispute resolution, and general terms that apply to everyone.
PART A — TERMS FOR ALL USERS
1. What Partyhat Does
1.1 Coordination Service. Partyhat is a coordination platform. Businesses and organizations ("Brands") use the Services to organize social media campaigns ("Campaigns"), and individual social media users ("Participants") use the Services to discover Campaigns for brands and products they genuinely use and like and to choose, on their own, whether to post, comment, reply, like, follow, share, review, or otherwise engage on third-party social media and review platforms (each, an "Action"). Brands pay Partyhat for the coordination services Partyhat provides.
1.2 No Compensation to Participants. Participants are not paid, compensated, or given products, perks, discounts, or anything else of value by Partyhat or, through or in connection with the Services, by any Brand, for taking or not taking any Action. Participation is voluntary. See Sections 14.4 and 17.4.
1.3 Partyhat Is Not a Party to Your Social Media Activity. Participants take Actions themselves, on their own accounts, on platforms Partyhat does not own or control, such as Instagram, Facebook, Threads, TikTok, X, Reddit, LinkedIn, YouTube, Google, Amazon, Yelp, and app stores (each, a "Third-Party Platform"). Partyhat does not create, post, edit, or publish any Action, and does not control what any Participant says. Partyhat is not an advertising agency, talent agency, or employer of any Participant, and does not act as an agent of any Brand or Participant.
1.4 Definitions. Other capitalized terms are defined where they first appear. "User" means anyone who accesses or uses the Services, including Brands, Brand representatives, and Participants. "Order Form" means an ordering document, statement of work, or similar document signed by a Brand and Partyhat that references these Terms.
2. Eligibility and Accounts
2.1 Eligibility. You must be at least 18 years old and able to form a binding contract to use the Services. Participants must also meet the additional requirements in Section 16. The Services are not directed to, and may not be used by, anyone under 18.
2.2 Brand Accounts. If you use the Services on behalf of a company or other organization, you represent that you are authorized to bind that organization to these Terms, and "you" refers to both you and that organization.
2.3 Account Information and Security. You agree to provide accurate, current, and complete information when you register and to keep it up to date. You are responsible for keeping your login credentials confidential and for all activity under your account. Notify us immediately at support@partyhat.ai if you suspect unauthorized access to your account.
3. License to Use the Services
3.1 Your License. Subject to your compliance with these Terms (and, for Brands, payment of applicable Fees), Partyhat grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for their intended purpose. For Brands, that purpose is the Brand's internal business use in running its own Campaigns.
3.2 Desktop Application. If you download the Partyhat desktop application, Partyhat grants you a limited, non-exclusive, non-transferable, revocable license to install and use it on devices you own or control, solely to access the Services. The desktop application may automatically download and install updates, and you consent to those updates. Your use of the desktop application may also be subject to the terms of the app store or operating system provider from which you obtained it.
3.3 Reservation of Rights. Partyhat and its licensors own all right, title, and interest in and to the Services, including all software, technology, designs, text, graphics, and other content we provide, all improvements, enhancements, and modifications to the Services, and all related intellectual property rights, including the Partyhat name, logos, and trademarks. Except for the limited licenses expressly granted in these Terms, no rights are granted to you, by implication or otherwise.
4. Acceptable Use
4.1 You will not, and will not allow anyone else to:
(a) copy, modify, distribute, sell, lease, sublicense, or create derivative works of the Services;
(b) reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive the source code of the Services, except to the extent applicable law expressly permits despite this restriction;
(c) remove, alter, or obscure any copyright, trademark, or other proprietary notice in the Services;
(d) access the Services by any automated means, including bots, scrapers, or crawlers, except through interfaces we expressly provide for that purpose;
(e) interfere with or disrupt the Services, circumvent any security or access control, or probe, scan, or test the vulnerability of our systems;
(f) use the Services to build a competing product or service, or for benchmarking published without our written consent;
(g) upload or transmit viruses, malware, or other harmful code;
(h) impersonate any person or entity, or misrepresent your identity, age, or affiliation;
(i) use the Services to harass, threaten, defame, or harm anyone, or to post or solicit content that is unlawful, false, misleading, infringing, hateful, sexually explicit, or that violates anyone's privacy or publicity rights;
(j) use the Services in violation of any applicable law, including the Federal Trade Commission Act, the FTC's Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255), the FTC's Trade Regulation Rule on the Use of Consumer Reviews and Testimonials (16 C.F.R. Part 465), and applicable consumer protection, privacy, and anti-spam laws; or
(k) use the Services in violation of the terms, community guidelines, or policies of any Third-Party Platform.
4.2 Prohibited Campaigns. The Services may not be used for Campaigns that promote or relate to: (a) political candidates, parties, ballot measures, elections, or political or issue advocacy; (b) adult or sexually explicit products, services, or content; (c) cannabis, CBD, or other controlled substances; (d) gambling, betting, sweepstakes casinos, or games of chance; (e) firearms, ammunition, or weapons; or (f) cryptocurrencies, digital assets, tokens, NFTs, or related trading or investment products. Partyhat may add categories to this list, and may decline or remove any Campaign at its discretion.
5. Your Content
5.1 Your Content. "User Content" means any content you submit to the Services, including Brand Materials (Section 14.2) and Submissions (Section 17.5). As between you and Partyhat, you retain ownership of your User Content.
5.2 License to Partyhat. You grant Partyhat a worldwide, non-exclusive, royalty-free, fully paid license to host, store, reproduce, process, display, and transmit your User Content as needed to provide, operate, secure, and improve the Services, to comply with law, and as otherwise described in these Terms and our Privacy Policy. This license ends when your User Content is deleted from the Services, except for copies retained in backups or as required by law, and except as needed to enforce these Terms.
5.3 Your Responsibility. You represent and warrant that you have all rights necessary to submit your User Content and to grant the licenses in these Terms, and that your User Content and its use as permitted by these Terms will not infringe, misappropriate, or violate anyone's intellectual property, privacy, publicity, or other rights, or violate any law.
5.4 Feedback. If you give us suggestions or feedback about the Services, we may use them without restriction or obligation to you.
5.5 Aggregated and De-identified Data. Partyhat may collect and analyze data about the use and performance of the Services and create aggregated or de-identified data that does not identify you or any individual. Partyhat may use that data for any lawful purpose, including to improve the Services and to develop and improve our models and features, and may disclose it only in aggregated or de-identified form.
6. Third-Party Platforms
6.1 Your Responsibility. Your use of each Third-Party Platform is governed by that platform's own terms and policies, which you are solely responsible for reviewing and complying with, including any rules about branded content, paid partnerships, endorsements, reviews, inauthentic behavior, and engagement.
6.2 No Responsibility for Platform Actions. Third-Party Platforms may change their terms, features, or enforcement at any time, and may remove content, limit reach, or suspend or terminate accounts. Partyhat is not responsible for, and has no liability for, any action a Third-Party Platform takes regarding any account, content, Campaign, or Action, including suspensions, bans, content removals, reduced reach, or loss of followers.
6.3 Links. The Services may contain links to third-party websites and services. Partyhat does not control and is not responsible for them.
7. Communications; Email and Text Messages
7.1 Electronic Communications. You consent to receive communications from us electronically, including by email, in-app notification, and posts on the Services, and agree that these communications satisfy any legal requirement that they be in writing.
7.2 Text Messages. If you provide a mobile number and opt in, you agree that Partyhat may send you recurring automated text messages about your account, Campaigns, verification codes, and, if you separately consent, marketing. Consent to marketing texts is not a condition of using the Services. Message frequency varies. Message and data rates may apply. Reply STOP to opt out or HELP for help, or contact support@partyhat.ai. Carriers are not liable for delayed or undelivered messages. You represent that you are the subscriber or customary user of any number you provide, and you will notify us if you give up that number.
7.3 Email. You may unsubscribe from marketing email using the link in any marketing email. We may still send you service-related email, such as account, security, billing, and Campaign notices.
8. Privacy
Our Privacy Policy describes how we collect, use, and disclose personal information. By using the Services you acknowledge that we will process your personal information as described there.
9. Copyright Complaints (DMCA)
Partyhat respects intellectual property rights. If you believe content on the Services infringes your copyright, send a notice to our designated agent that includes the information required by 17 U.S.C. § 512(c)(3): (a) your physical or electronic signature; (b) identification of the copyrighted work; (c) identification of the allegedly infringing material and where it is located on the Services; (d) your contact information; (e) a statement that you have a good-faith belief the use is not authorized by the copyright owner, its agent, or the law; and (f) a statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the copyright owner.
Copyright Agent: Partyhat Technologies Inc., Attn: Copyright Agent, 1401 Pennsylvania Avenue, Suite 105, Wilmington, DE 19806; legal@partyhat.ai.
We may remove allegedly infringing content and will terminate the accounts of repeat infringers in appropriate circumstances.
10. Suspension and Termination
10.1 By You. You may stop using the Services and close your account at any time through your account settings or by contacting support@partyhat.ai. Brands remain responsible for Fees as described in Section 13.
10.2 By Partyhat. Partyhat may suspend or terminate your access to all or part of the Services, remove any Campaign, Submission, or other User Content, or decline any Campaign, at any time if we reasonably believe you have violated these Terms or applicable law, your use creates legal, regulatory, reputational, or security risk for Partyhat or others, a Third-Party Platform requires it, or we are discontinuing the Services. Where reasonable and lawful, we will try to give you notice.
10.3 Termination of an Order Form for Breach. Either Partyhat or a Brand may terminate an Order Form on written notice if the other party materially breaches it or these Terms and does not cure the breach within 30 days after receiving written notice describing it. Partyhat may also terminate an Order Form on 15 days' written notice if a Brand fails to pay undisputed Fees when due.
10.4 Effect of Termination. On termination, your license to use the Services ends and you must stop using them, and Brands must pay all Fees accrued or owed through the termination date. Brands may export Brand Data (Section 15.2) for 30 days after termination, after which Partyhat may delete it. Sections 3.3, 5, 6.2, 10.4, 12, 13.3–13.6, 14.3–14.6, 15, 17, and 19–22, and any other provisions that by their nature should survive, survive termination.
11. Changes to the Services and Terms
11.1 Services. We may add, change, or remove features of the Services at any time.
11.2 Terms. We may update these Terms from time to time. If we make material changes, we will notify you by email or through the Services at least 15 days before the changes take effect, except that changes required by law or made for security reasons may take effect immediately. Your continued use of the Services after changes take effect means you accept them. For a Brand with an Order Form, material changes that are adverse to the Brand will not apply during the then-current subscription term unless the Brand agrees to them. Changes to Section 20 will not apply to any dispute of which Partyhat had actual notice before the change took effect.
12. Indemnification
12.1 By You. To the fullest extent permitted by law, you will defend, indemnify, and hold harmless Partyhat and its affiliates, and their officers, directors, employees, and agents (the "Partyhat Parties"), from and against any third-party claims, actions, or proceedings, and related losses, damages, fines, penalties, settlements, costs, and expenses (including reasonable attorneys' fees), arising out of or relating to: (a) your User Content; (b) your Actions, Campaigns, or other use of the Services; (c) your violation of these Terms; (d) your violation of any law, including endorsement, advertising, consumer review, consumer protection, and privacy laws; or (e) your violation of any Third-Party Platform's terms or policies.
12.2 Process. Partyhat will give you prompt notice of any claim (though a delay does not relieve you of your obligations except to the extent you are materially prejudiced), reasonable cooperation at your expense, and control of the defense and settlement, except that you may not settle a claim in a way that imposes any obligation or admission on a Partyhat Party without our written consent. Partyhat may participate with counsel of its own choosing at its own expense.
PART B — ADDITIONAL TERMS FOR BRANDS
13. Plans, Fees, and Payment
13.1 Ways to Purchase. Brands may purchase the Services (a) online on a self-serve basis, by accepting these Terms and paying by the methods we offer, or (b) by signing an Order Form. An Order Form and these Terms together form the agreement between the Brand and Partyhat. If an Order Form conflicts with these Terms, the Order Form controls, but only for that Order Form and only to the extent of the conflict.
13.2 Fees. The Brand will pay all fees for the plan, subscription, Credits, or other Services it purchases, as shown at checkout or in the applicable Order Form (the "Fees"). Fees are for Partyhat's coordination services and access to the Services; no part of any Fee is paid to or passed through to any Participant.
13.3 Subscriptions and Auto-Renewal. Subscriptions are offered on a monthly or annual basis. UNLESS OTHERWISE STATED IN AN ORDER FORM, SUBSCRIPTIONS AUTOMATICALLY RENEW FOR SUCCESSIVE PERIODS EQUAL TO THE INITIAL TERM, AND YOU AUTHORIZE US TO CHARGE YOUR PAYMENT METHOD AT THE THEN-CURRENT RATE AT THE START OF EACH RENEWAL PERIOD UNTIL YOU CANCEL. You may cancel at any time through your account settings or by contacting support@partyhat.ai. Cancellation takes effect at the end of the current subscription period, and you will keep access until then. Except as required by law or stated in an Order Form, Fees are not refunded or prorated for partial periods. We will give you notice before any price increase takes effect for your next renewal period.
13.4 Credits. Some Services are used by purchasing prepaid credits ("Credits"), which are applied as described in the Services or the applicable Order Form. Unless an Order Form states otherwise: (a) Credits expire 12 months after the date of purchase; (b) Credits are non-refundable, have no cash value, and are non-transferable, except where required by law or if Partyhat terminates the Brand's account for convenience without cause, in which case Partyhat will refund the purchase price of unused, unexpired Credits; and (c) Credits forfeited due to expiration or termination for the Brand's breach will not be refunded.
13.5 Payment. For self-serve purchases, the Brand authorizes Partyhat and its payment processor (currently Stripe) to charge its designated payment method for all Fees when due. For Order Forms, the Brand will pay invoices within 30 days of the invoice date unless the Order Form states otherwise. Partyhat does not store full payment card numbers. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Partyhat may suspend the Services until overdue amounts are paid.
13.6 Taxes. Fees do not include taxes. The Brand is responsible for all sales, use, value-added, withholding, and similar taxes associated with its purchases, other than taxes on Partyhat's net income.
14. Brand Campaign Responsibilities
14.1 Campaign Setup. Brands may create Campaigns and provide Participants with briefs, talking points, product information, disclosure instructions, and similar materials. Talking points are suggestions only. Participants choose whether to take any Action and use their own words, and Partyhat does not guarantee that any Participant will take any Action or that any Campaign will produce any particular level of engagement, reach, sales, or other result.
14.2 Brand Materials. "Brand Materials" means the content, trademarks, logos, product information, talking points, and other materials a Brand provides to Partyhat. The Brand grants Partyhat a non-exclusive, worldwide, royalty-free license during the term to use, reproduce, and display Brand Materials to provide the Services, including by showing them to Participants. The Brand represents and warrants that its Brand Materials, and all claims made in them, are truthful, not misleading, and supported by competent and reliable substantiation as required by law.
14.3 Endorsement and Disclosure Compliance. The Brand is solely responsible for its Campaigns' compliance with all applicable advertising, endorsement, and consumer protection laws and Third-Party Platform policies. Without limiting the foregoing, the Brand is solely responsible for: (a) determining whether any Action in its Campaign requires a disclosure of a material connection between the Brand and a Participant, and the form of any such disclosure; (b) giving Participants clear and accurate disclosure instructions in each Campaign; (c) monitoring Actions taken in its Campaigns for compliance with those instructions and with law, and promptly notifying Partyhat of any non-compliance; and (d) not making, or asking any Participant to make, any false, misleading, or unsubstantiated claim. Partyhat does not provide legal advice and makes no determination about whether any disclosure is required or adequate.
14.4 Prohibited Brand Conduct. The Brand will not, directly or indirectly:
(a) offer, give, or promise money, products, gift cards, discounts, perks, or anything else of value to any Participant in connection with any Campaign or Action;
(b) require, request, or condition anything on a Participant expressing a particular sentiment, including positive reviews or ratings, or suppress or discourage negative reviews or opinions;
(c) ask any Participant to review, rate, or comment on a product or service the Participant has not actually used or experienced;
(d) supply verbatim text for any review or rating, or ask any Participant to post statements the Participant does not genuinely believe;
(e) ask any Participant to make statements about competitors that are false or misleading;
(f) attempt to obtain Participants' contact information or contact Participants outside the Services in connection with a Campaign, except through the Participant's public social media presence in the ordinary course; or
(g) run any Campaign in a category prohibited by Section 4.2.
14.5 Use of Participant Content. Participants own their Actions and Submissions. A Brand receives no license to any Participant's content through the Services. The Brand may view Submissions and results within the Services and may link to or embed publicly available posts only as permitted by the applicable Third-Party Platform's features and terms. The Brand will not download, copy, edit, republish, or use any Participant's content, name, image, likeness, or handle in advertising or other marketing unless it first obtains the Participant's separate, express written permission directly, and any such permission is solely between the Brand and the Participant and may not involve compensation in violation of Section 14.4(a).
14.6 Participant Data. Brands may receive Participants' public profile information and Campaign results ("Participant Data"). The Brand will use Participant Data only to evaluate and manage its Campaigns in the Services, will comply with applicable privacy laws, will not sell or share Participant Data or use it to build profiles or for targeted advertising, and will delete it on request from Partyhat or when no longer needed for that purpose.
15. Additional Brand Terms
15.1 Confidentiality. Each party (the "Receiving Party") may receive non-public business, technical, or financial information from the other (the "Disclosing Party") that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Partyhat's Confidential Information includes non-public information about the Services' features, functionality, performance, and pricing. The Brand's Confidential Information includes Brand Data. The Receiving Party will use reasonable care to protect the Disclosing Party's Confidential Information, use it only to perform under or exercise its rights under these Terms, and not disclose it except to its employees, contractors, and advisors who need to know it and are bound by confidentiality obligations at least as protective as these. These obligations do not apply to information that the Receiving Party can show (a) is or becomes publicly available through no fault of the Receiving Party, (b) was known to it before receipt without restriction, (c) was rightfully received from a third party without restriction, or (d) was independently developed without use of the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information when required by law, after giving the Disclosing Party prompt notice (where legally permitted) and reasonable cooperation to seek confidential treatment. These obligations last for the term and five years after, except that trade secrets remain protected for as long as they remain trade secrets.
15.2 Brand Data. "Brand Data" means non-public data a Brand provides to Partyhat through the Services, including Brand Materials and Campaign configurations, but excluding Participant Data and aggregated or de-identified data described in Section 5.5. As between the parties, the Brand owns Brand Data. Partyhat will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Brand Data from unauthorized access, use, and disclosure.
15.3 Support and Availability. Partyhat will provide reasonable support by email at support@partyhat.ai. Partyhat does not commit to any particular uptime or service level unless an Order Form expressly states one.
15.4 Customer Reference. Partyhat may identify the Brand as a customer, including by using the Brand's name and logo, on its website and in marketing materials. The Brand may opt out at any time by emailing legal@partyhat.ai.
15.5 Subcontractors. Partyhat may use subcontractors and service providers to perform the Services and remains responsible for their performance of Partyhat's obligations to the Brand.
15.6 Export and Sanctions. The Brand will comply with all U.S. export control and sanctions laws and will not use, export, or re-export the Services in violation of them, including to any sanctioned country or person. The Brand represents that it is not on any U.S. government restricted-party list.
15.7 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH BRAND AND PARTYHAT WAIVES ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.
PART C — ADDITIONAL TERMS FOR PARTICIPANTS
16. Participant Eligibility and Accounts
16.1 Eligibility. To be a Participant, you must be at least 18 years old, be a resident of the United States, and not be prohibited from participating by any Third-Party Platform, employer, or other obligation.
16.2 Connected Accounts. You may connect any number of social media and review accounts and use any of them in the same Campaign. Connected accounts may use a nickname, pseudonym, or handle rather than your legal name, and may include accounts you run for a business, creator brand, fan page, or community, as long as you are authorized to act for that account. You may use any scheduling or publishing tools the Third-Party Platform permits.
16.3 Genuine Accounts. Every Action must come from an account operated by a real person or entity that you have the right to use, and must reflect genuine engagement. You may not use automated bots, accounts that do not belong to a real person or entity, or accounts you are not authorized to use (such as purchased or hijacked accounts).
17. Participant Responsibilities
17.1 Your Choice, Your Words. You decide whether to take part in any Campaign and whether to take any Action. Any post, comment, reply, review, or other content you publish must reflect your own honest opinions, beliefs, findings, and experiences. Talking points are suggestions only; never post anything you do not genuinely believe.
17.2 Reviews and Ratings. You may review or rate a product or service only if you have actually used or experienced it, and your review or rating must reflect your honest, independent opinion, positive or negative. You must also follow the review policies of the site where you post.
17.3 Disclosures. You are responsible for clearly and conspicuously disclosing any material connection you have with a Brand whenever the law or a Third-Party Platform requires it (for example, if you are an employee, family member, or business partner of the Brand), and for following any disclosure instructions the Brand gives in a Campaign and any branded-content rules of the Third-Party Platform. If you are unsure whether a disclosure is required, disclose.
17.4 No Compensation. You will not request, accept, or receive money, products, gift cards, discounts, perks, or anything else of value from any Brand or anyone acting for a Brand in connection with any Campaign or Action. If anyone offers you something of value in connection with a Campaign, decline it and report it to support@partyhat.ai. You are not an employee, contractor, or agent of Partyhat or any Brand.
17.5 Submissions. When you complete an Action, you may submit links, screenshots, or other proof of the Action ("Submissions"). Submissions must be accurate and unaltered. You must not include other people's personal information in Submissions beyond what appears incidentally in a public post. You understand that Partyhat will show your Submissions, your public profile information (such as your handle, profile URL, and public follower count), and your Campaign results to the Brand that ran the Campaign. Partyhat will not share your email address or phone number with Brands. Partyhat may review and verify Submissions and may reject any Submission or remove you from any Campaign in its discretion.
17.6 Third-Party Platform Rules. You are solely responsible for complying with the terms and policies of every Third-Party Platform you use, and for any consequences to your accounts there. See Section 6.
18. Participant Content Ownership
You own your Actions and Submissions. Except for the license to Partyhat in Section 5.2, you do not grant any Brand or Partyhat any rights in your content through these Terms. If a Brand asks to use your content, granting or refusing permission is up to you and is solely between you and the Brand.
PART D — DISCLAIMERS, LIABILITY, DISPUTES, AND GENERAL TERMS
19. Disclaimers and Limitation of Liability
19.1 DISCLAIMER OF WARRANTIES. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, PARTYHAT DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. PARTYHAT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT ANY CAMPAIGN WILL ACHIEVE ANY RESULT, OR THAT ANY THIRD-PARTY PLATFORM WILL PERMIT ANY CAMPAIGN, ACTION, OR CONTENT. PARTYHAT DOES NOT ENDORSE, AND IS NOT RESPONSIBLE FOR, ANY USER, BRAND, PRODUCT, ACTION, OR USER CONTENT. FEATURES THAT USE ARTIFICIAL INTELLIGENCE MAY PRODUCE INACCURATE OUTPUT, AND YOU ARE RESPONSIBLE FOR REVIEWING ANY OUTPUT BEFORE RELYING ON IT.
19.2 EXCLUSION OF DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL PARTYHAT OR THE PARTYHAT PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, FOLLOWERS, OR SOCIAL MEDIA ACCOUNTS, OR ANY SUSPENSION OR TERMINATION BY ANY THIRD-PARTY PLATFORM, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
19.3 LIABILITY CAP. TO THE FULLEST EXTENT PERMITTED BY LAW, PARTYHAT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED: (A) FOR A BRAND, THE FEES PAID BY THE BRAND TO PARTYHAT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY; AND (B) FOR ANY OTHER USER, ONE HUNDRED U.S. DOLLARS (US $100).
19.4 Basis of the Bargain. These limitations apply even if a remedy fails of its essential purpose and reflect an allocation of risk that is an essential basis of the bargain between you and Partyhat. Some jurisdictions do not allow certain exclusions or limitations, so some of the above may not apply to you, in which case they apply to the greatest extent permitted.
20. Dispute Resolution; Arbitration
20.1 Governing Law. These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles, and, for Section 20.3 and following, by the Federal Arbitration Act.
20.2 Brands: Courts. Any dispute between Partyhat and a Brand will be resolved exclusively in the state or federal courts located in Delaware, and each party consents to the personal jurisdiction and venue of those courts and waives any objection to them. Sections 20.3–20.10 do not apply to Brands.
20.3 Participants and Other Users: Informal Resolution First. If you are not a Brand, before starting arbitration or a small claims case, you and Partyhat each agree to first try to resolve the dispute informally. The party raising the dispute must send a written notice describing it, the relief sought, and the sender's name and contact information (to Partyhat at legal@partyhat.ai or at the address in Section 22.8; to you at the email associated with your account). The parties will try in good faith to resolve the dispute for 60 days after the notice is received. Any limitations period is tolled during this time.
20.4 Agreement to Arbitrate. If the dispute is not resolved informally, you and Partyhat agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services (a "Dispute") will be resolved by final and binding individual arbitration, except that either party may (a) bring an individual claim in small claims court if it qualifies, and (b) seek injunctive or other equitable relief in court to prevent the actual or threatened infringement or misappropriation of intellectual property rights.
20.5 Arbitration Rules and Procedure. The arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules then in effect, as modified by these Terms, and will be heard by a single arbitrator. Unless the parties agree otherwise, the arbitration will be conducted by video conference or, if an in-person hearing is required, in the county where you live. Payment of filing, administration, and arbitrator fees will be governed by the AAA's rules. The arbitrator may award any individual relief available in court, and the arbitrator's decision will be final and may be entered as a judgment in any court of competent jurisdiction. The arbitrator, and not any court, has exclusive authority to resolve any dispute about the interpretation, applicability, enforceability, or formation of this agreement to arbitrate, except as provided in Section 20.6.
20.6 CLASS ACTION AND JURY TRIAL WAIVER. YOU AND PARTYHAT AGREE THAT EACH MAY BRING DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING, AND YOU AND PARTYHAT EACH WAIVE THE RIGHT TO A JURY TRIAL. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief for that party's individual claim. A court, not the arbitrator, will decide any dispute about the validity or enforceability of this Section 20.6. If this Section 20.6 is found unenforceable as to any claim or request for relief, that claim or request will be severed and decided by a court in Delaware after the arbitration of all other claims, and the court proceeding will be stayed pending arbitration. To the extent a claim seeks public injunctive relief that applicable law does not permit to be waived, that claim will be decided by a court after the individual claims are arbitrated.
20.7 Mass Arbitration. If 25 or more demands for arbitration raising substantially similar claims are filed by or with the help of the same or coordinated counsel, the demands will be administered in batches of up to 25 under the AAA's Mass Arbitration Supplementary Rules, with one arbitrator per batch, and the parties will cooperate in good faith to implement this process. Any applicable limitations period is tolled for demands awaiting a batch.
20.8 30-Day Right to Opt Out. You may opt out of this agreement to arbitrate by emailing legal@partyhat.ai within 30 days after you first accept these Terms, with the subject line "Arbitration Opt-Out" and your name, the email address associated with your account, and a clear statement that you are opting out of arbitration. If you opt out, Section 20.2's court provisions will apply to you, and the rest of these Terms will continue to apply.
20.9 Time Limit. To the extent permitted by law, any Dispute must be brought within one year after it arises, or it is permanently barred.
20.10 Severability. Except as provided in Section 20.6, if any part of this Section 20 is found unenforceable, the rest of this Section 20 remains in effect.
21. Force Majeure
Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, government action, pandemics, failures of the internet, utilities, hosting providers, or Third-Party Platforms, or cyberattacks, that could not reasonably have been foreseen or prevented.
22. General
22.1 Entire Agreement. These Terms, together with any applicable Order Form and the Privacy Policy, are the entire agreement between you and Partyhat about the Services and supersede all prior agreements and understandings on that subject.
22.2 Assignment. You may not assign or transfer these Terms without Partyhat's prior written consent. Partyhat may assign these Terms without consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or business related to these Terms. Any assignment in violation of this section is void.
22.3 Severability. If any provision of these Terms is found unenforceable, it will be limited or eliminated to the minimum extent necessary, and the rest of these Terms will remain in full effect.
22.4 No Waiver. Failure to enforce any provision is not a waiver of the right to enforce it later.
22.5 Relationship. No agency, partnership, joint venture, employment, or franchise relationship is created by these Terms, and neither party has authority to bind the other.
22.6 No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights, except for the Partyhat Parties under Sections 12 and 19.
22.7 Attorneys' Fees. Except as provided in Section 20 or by law, each party bears its own attorneys' fees and costs in any proceeding.
22.8 Notices. Partyhat may give notices to you by email to the address associated with your account or through the Services. Legal notices to Partyhat must be sent by email to legal@partyhat.ai and by mail to:
Partyhat Technologies Inc. Attn: Legal 1401 Pennsylvania Avenue, Suite 105 Wilmington, DE 19806
Notices are effective when received, if personally delivered; the next business day, if sent by recognized overnight courier; on receipt, if sent by certified or registered mail, return receipt requested; or when sent, if by email, unless the sender receives a bounce or other non-delivery notice.
22.9 Export and U.S. Government Users. The Services are intended for use in the United States. The Services are "commercial items" as defined in 48 C.F.R. § 2.101, and U.S. government users receive only the rights granted to other users under these Terms.
22.10 Headings. Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation."
Contact Us
Questions about these Terms? Contact us at legal@partyhat.ai or support@partyhat.ai, or write to Partyhat Technologies Inc., 1401 Pennsylvania Avenue, Suite 105, Wilmington, DE 19806.