Welcome to Partykey

1. Services

Partykey.com provides real-time credit card billing and online content access services (Service). When using the Service you agree to the following Terms and Conditions (Terms), which PartyKey.com may update and/or edit from time to time. Your continuing use of PartyKey.com Services constitutes your agreement to such modifications.

In order to provide the highest level of service to all our clients, data provided will be combined with data from all our clients' customers. The combined database will be used for transaction risk analysis and ownership of the combined database remains with us. Credit card information from our database will not be provided to you or any other party during this agreement or upon termination of this agreement, however we reserve the right to transfer the database in the event of a change in our ownership. You are responsible for maintaining a record of all transaction information for your own use as well as for backup in the event of a system failure that requires restoration.

Any attempt to gain access to our database or systems by you, or anyone directly or indirectly associated or related to you, however remotely, will constitute a material breach of this agreement. In the event of any such attempt to gain access, we may immediately terminate this agreement. You will forfeit any payments due you and will immediately return to us all copies of any information obtained by this access.

2. Fees

You will pay a transaction processing fee to us of 14.5% of the amount charged to the customer's credit card or bank account for a Membership Pass. We will deduct this fee before payment to you.

In addition to the transaction processing fee, we will hold a reserve for chargebacks and credit backs. Currently that reserve is 10% of the total amount charged to the customer's account or credit card and is held for a minimum of 6 months. The amount of reserve and the period of time it is held can be changed by us at anytime if our merchant bank increases its reserve requirements, or in our sole discretion it is necessary to cover potential refunds and credit card chargebacks. We may require an additional security deposit for high-volume accounts.

3. Payment

We will issue payment to you on a monthly basis. While we will make reasonable effort to make payment on the last day of each month, if there are unusual circumstances such as delays in our receiving payment from banks or system failures, we will make payment as soon after the last day of the month as possible.

The net amount of payment will be the amount of customer charges minus the margin, reserve, refunds not processed in previous payments, chargebacks, payment delivery fees, taxes, penalties, and additional reserve amounts. We reserve the right to charge any of these deductions against the reserve.

We will use our best efforts to direct customer inquiries and complaints to the customer support offered by you. In order to resolve complaints and disputes, we may issue refunds and credit backs without your knowledge or approval in any situation we think is appropriate. We may also include the customer in our database of blocked accounts if there is an indication of fraud or inappropriate use of the customer's information either by the customer or anyone else.

4. Cancellation

You can cancel this agreement at any time with 30 days notification to us via email. We also have the right to cancel this agreement without notice, if you violate the terms of this agreement, if the level of fradulent orders in your account exceeds 1%, or our Guidelines are not followed. Our Guidelines are available on our website. We will change our Guidelines from time to time and it is your responsibility to check it often to make sure you are in compliance. In cases of minor violations we will give you an opportunity to get in compliance, but we can cancel this agreement or take any other action we feel is appropriate if you do not comply. Serious violations by you or any referrers will result in our canceling this agreement immediately. Excessive customer complaints regarding non-delivery of ordered merchandise or willful failure to respond to our requests for customer assistance may result in immediate termination of your account. Should that be the case, all remaining funds due will be added to your reserve and paid out accordingly.

Should you switch over to a competing billing provider and/or remove our billing links from your site without written notification to us, this shall constitute a de-facto termination of contract. In this situation, your account will be closed immediately and all payments earned during the current month will be added to the reserve amount and payed out after a minimum of 26 weeks, minus chargebacks and related account/penalty fees. The same conditions will apply if the risk levels associated with your account increase suddenly to unacceptable levels.

5. Your Obligations

You agree to use our transaction processing services for the sale of legal content and services from your website. You will not use our services for the sale of property or items that can not be downloaded from your website by the customer without our prior written approval. You also agree to abide by the terms of this agreement and our Guidelines.

On the page immediately before the signup page on your website you must plainly show the customer the price(s) you are charging and all terms and conditions of the purchase. If this agreement is terminated by either of us for any reason, you must leave the ability for customers to cancel their purchases through our transaction processing services until there are no more recurring billing customers. If you don't do this, or if in our judgment there will be excessive chargebacks, we will immediately issue refunds to all your customers, and hold all payments and reserves until such time as we are convinced that there will be no further refunds and/or chargebacks. The minimum time that we will withhold payment is 6 months.

You will always maintain the ability to respond to your customer's inquiries and try to resolve disputes amicably. If in our opinion customer complaints and/or chargebacks are excessive, we may choose to cancel this agreement and recover our expenses related to chargebacks, refunds, and credit backs.

You may change the billing options for your website whenever you want. The correctness of these changes is your responsibility regardless of who makes them.

You agree to pay any and all taxes that are imposed on your business. If we are required to pay taxes for you, you will immediately reimburse us for those taxes and any fines, penalties and interest, or we will deduct them from our payments to you.

You agree not to engage in "spamming" or "junk mail" distribution. PartyKey.com does not control involvement of other websites in such practices and assumes no responsibility on behalf of other Merchants for involvement in such. We reserve the right to suspend any account in case of receiving excessive accusations of "spamming" and/or consumer complaints.

6. Authorization

You are legally considered an adult and are 21 years old and you recognize these terms and conditions as a fully binding, legal contract. You are the owner and operator of the website(s) and have obtained all the necessary licenses and certificates required to perform your obligations. You will follow all laws and legal regulations that relate to your business regardless of where those laws and regulations come from, and will comply with any laws and regulations that may apply in the future

You are responsible for providing PartyKey.com with true, accurate and current information about yourself. We reserve the right to terminate your account and/or deny you any access if we learn that you have submitted false or misleading information about yourself in the registration form.

You are responsible for maintaining the confidentiality of your account number and/or password. You are responsible for all uses of your account, whether or not actually or expressly authorized by you. You agree that use of the service is expressly limited to the person or organization whose name appears on the account. You also agree to PartyKey employees being able to access your account and records on a case by case basis to investigate any possible complaints and ensure a high quality level of the Service functioning.

7. Limitations of Liability

We will utilize our best efforts to maintain acceptable performance of the service, but we make absolutely no warranties whatsoever, expressed or implied, including warranty of merchantability or fitness for a particular purpose. We cannot guarantee continuous service, service at any particular time, or integrity of data stored or transmitted via our system or via the Internet. We will not be liable for the inadvertent disclosure of, or corruption or erasure of, data transmitted or received or stored on our system. We will not be liable to you or any of your customers for any claims or damages which may be suffered by you or your customers, including, but not limited to, losses or damages of any and every nature, resulting from the loss of data, unauthorized access to your website as a result of hackers or password trading, inability to access Internet, or inability to transmit or receive information, caused by, or resulting from, delays, non-delivery, or service interruptions whether or not caused by our fault or negligence. We will not be responsible for your Website not being accessible on the Internet due to circumstances not under our direct control such as individual Internet user's own equipment capabilities, limitations, Internet service provider limitations and/or browser software limitations.

We may discontinue any service, or may require fulfillment of conditions we may choose to impose as a prerequisite for continuing any service upon thirty (30) days notice to you.However, we may discontinue service immediately for fraud committed by you or your employees, illegal activity, or violations of our AUP and/or our other policies.

Our liability to you, and any end user of the service or any other of our services is limited to the amount paid to and received by us for service not accepted. In no event will we be liable to you, or any end user or any other entity for any special, consequential, or other damages, however caused, whether for breach of contract, negligence or otherwise, even if we have been advised of the possibility of such damage.

We do not prescreen information, data, graphics, video, or other material (Content) you receive access to through the use of the Service, and do not control the quality of such Content. You understand that you may be exposed to Content that is offensive or otherwise objectionable to you. You agree that it's your sole responsibility to evaluate the usefulness and quality of the Content; in this regard, PartyKey.com is not responsible for any suitability of any Content you upload, or otherwise transmit through the Service.

You acknowledge that PartyKey.com Services are provided on "as-is" basis. PartyKey.com assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings. Any additions and enhancement to the Service are made without prior notice to you and are subject to the Terms.

PartyKey.com makes no warranties of any kind, express or implied, including, but not limited to, those of merchantability and fitness for a particular purpose or infringement. PartyKey.com makes no warranty regarding the suitability or quality of any content accessed through the service. In no event shall PartyKey.com be liable for any direct, indirect or consequential damages, or any damages resulting from the loss of data or profit, in connection with your use of content accessed through the service. You acknowledge that any damage to your computer system or data loss in result of the download of any content or in connection with your use of service is your sole responsibility.

8. Indemnification

You are solely responsible for your website and its content, for your advertising and promotion, and that of anyone referring others to your website. You are also responsible for insuring that you are the rightful owner or licensee for any copyrighted material, trademarks, or items that appear on your website.

You will take all necessary measures to preclude us from being made a party to any lawsuit or claim regarding the service provided to or by you, or any end user. You hereby agree to indemnify us and hold us harmless from any and all claims of whatever nature brought by any anyone against us in excess of the remedy set forth herein.

You agree to indemnify, defend and hold harmless PartyKey.com, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs arising from your use of PartyKey.com Services, your violation of the Terms or your infringement of any intellectual property or other right of any person or entity.

PartyKey.com reserves the right to terminate your account or cancel the provision of its Service to you at its sole discretion with or without prior notice to you for any reason, including, but not limited to, your failure to comply with these Terms, any activity harmful to the business of PartyKey.com and its reputation.

9. Confidentiality

Unless required by law, you will treat our intellectual property as confidential and proprietary, and not disclose them to anyone without our prior written consent. You may not use our trademarks and advertising without our permission, and then only in ways agreed to by us. Upon termination of this agreement, you will promptly return any of our property in your possession.

10. Invalid or Unenforceable Provisions

If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect. You and we agree to renegotiate in good faith any term held invalid and to be bound by any mutually agreed to substitute provision.

11. Legal Venue

We will attempt to resolve all disputes arising out of this Agreement in a spirit of cooperation without formal proceedings. Any dispute which cannot be so resolved (other than the collection of money due on unpaid invoices and other than injunctive relief) will be subject to arbitration upon written demand of either party.

12. Agreement & Modifications

This Agreement sets forth the entire Agreement and understanding between the parties and merges all prior discussion between them. Utilization of the service by you and/or your customers following the effective date of any change or modification of this Agreement will constitute acceptance by you of such change(s). We reserve the right to make modifications and/or additions to this agreement at any time.

In the event of changes in ownership of the your company or, website(s) covered by this agreement, you and you only must notify us via email of the change of ownership. We will then require the new owner to execute a new agreement with us. In the event you want to change the information in this agreement regarding the payments to you, you and only you must notify us via email.

You agree that you have read and understand these Terms and agree to abide by their conditions. These Terms constitute an entire agreement between you and PartyKey.com and replaces any prior understandings and/or written/oral agreements on the same subject matter.

Any rights not expressly granted herein are reserved by PartyKey.com.

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