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Instaparty Business Account Terms and Conditions

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These Instaparty Business Account Terms & Conditions (the "Agreement") are between Instaparty Inc. (d/b/a Instaparty), a California corporation, and its subsidiaries and affiliates (“Instaparty”, “we”, “us” or “our”) and the sole proprietorship or entity registering for a Business Account (“Customer”, “you” or “your”). This Agreement governs your use of the Instaparty services through your Business Account, including any websites, mobile applications, devices, or APIs, or artificial intelligence (“AI”) powered generative experiences that are operated by Instaparty or its subsidiaries and affiliates (collectively, the “Services”).

This Agreement incorporates by reference Instaparty’s Privacy Policy, and you acknowledge and agree to the collection, use, and disclosure of your personal and/or business information in accordance with the policy. This Agreement incorporates by reference all Instaparty terms and policies that are accessible through the Services, and which apply to your access to and use of Instaparty Business.

You acknowledge that Instaparty does not supervise, direct, or control the performance of services provided by Third-Party Providers, and that Third-Party Providers are neither employed by, nor in any partnership or joint venture or agency relationship with, Instaparty.  

Instaparty may change the fees it charges for the Services, including but not limited to delivery fees, priority fees, service fees (including additional service fees and/or surcharges to help offset specific costs), alcohol service fees, heavy order fees, direct-to-consumer shipping fees, long distance fees (for deliveries outside the delivery area for a Retailer), and special handling fees. Instaparty may vary certain fees based on demand, order attributes, and/or other factors. Your payment instrument will be temporarily authorized for an amount greater than the total amount of the purchase appearing in the original check out. This higher authorized amount will be disclosed during the purchase process and is a temporary authorization charge on your order, to deal with situations where your total purchase amount turns out to be higher than the original amount due to special requests, added items, replacement items, weight adjustments, or tips that you may elect to add after delivery. Retailers set the prices of the goods on the Services, and some Retailers may set prices for goods on the Services that differ from in-store prices, differ between storefronts, or differ from the prices available on other online platforms or services. The prices displayed on the Services may not be the lowest prices at which the same goods or items are sold. Individual Retailers may operate multiple storefronts with different pricing, selection, and order fulfillment. You can view each Retailer’s pricing policies (which may change from time to time) on their storefront(s) on both the website and in the Instaparty app.

You also acknowledge and agree that, except as expressly provided for otherwise in this Agreement or a separate agreement between you and Instaparty, Instaparty does not form any employment or agency relationship with you and does not hold title to any goods that you order through the Services.

Unless otherwise indicated, all prices and other amounts are in the currency of the jurisdiction where the delivery takes place.

Occasionally there may be information on the Services that contains typographical errors, inaccuracies, or omissions that may relate to pricing, product descriptions, promotional offers, and product availability. Instaparty reserves the right to correct any errors, inaccuracies or omissions and to change or update information or refuse or cancel orders if any information on the Services is inaccurate at any time without prior notice (including after you have submitted your order and/or your payment method has been charged).

1. Your Use of the Services

Instaparty grants you a limited, non-exclusive, non-transferable, and revocable license to use the Services for their intended purposes subject to your compliance with this Agreement, the Instaparty Community Guidelines for Customers, and any other Instaparty policies.

You may not copy, modify, distribute, sell, or lease any part of the Services. Unless such restriction is prohibited by law or you have Instaparty’s written permission, you may not attempt to reverse engineer, (including tracking the inputs and outputs flowing through our system or application in order to mimic or recreate the system or application) or attempt to extract or discover the source code, data, models, model inputs, algorithms, safety features, or operations of the Services. You may only access the Services through the interfaces that Instaparty provides for that purpose (for example, you may not “scrape” or “data mine” the Services through automated means or “frame” any part of the Services), and you may not interfere or attempt to disrupt the Services. You further agree that you will not use the Services or any information contained therein or obtained therefrom, including any output or other information derived from the Services, to directly or indirectly to create, train, test, or improve (directly or indirectly) any machine learning, large language, or artificial intelligence models, or similar or competing product, service, or technology (including for research purposes, open source, or other non-commercial use).

Some parts of the Services may allow you to upload or submit content (such as text, images, video, recipes, lists, links, and other materials). As between you and Instaparty, you retain all rights in any content that you upload or submit and are solely responsible for that content. By uploading content, you represent and warrant that you either own it or are authorized to grant Instaparty the rights described in this Agreement. You are responsible and liable if any of your content violates or infringes the intellectual property or privacy rights of any Third-Party.  You grant Instaparty a non-exclusive, royalty-free, worldwide, transferable, sub licensable, perpetual license to use, store, publicly display, publicly perform, reproduce, modify, create derivative works from, and distribute any such content for the purposes of operating, providing, and improving the Services. Instaparty may, in its sole discretion, remove or take down any content that you upload or submit to the Services for any reason, including violation of this Agreement, the Instaparty Community Guidelines for Customers, or any other policies. As between you and Instaparty, Instaparty is the owner of any content that you may receive from the Services, including any results returned from queries made through the Services, whether made using AI powered generative experiences or otherwise.

You may have the option of accessing the Services through downloadable software and this software may update itself automatically on your device. Some software, or portions of software, in the Services may be governed by open source licenses. In that case, Instaparty will make such licenses available to you and, in the case of conflict between such a license and this Agreement, the open source license will control but only with respect to the software, or portion of the software, to which it applies.

You agree that you will comply with all applicable laws and any licenses, permits, registrations, or operating agreements applicable to you when accessing or using the Services, you will adhere to the Instaparty Community Guidelines for Customers (which may be updated from time to time) and any other applicable Instaparty policies, and you will respect those who you encounter in your use of the Services, including Third-Party Providers, Instaparty personnel, and individuals who support Instaparty’s Help Center. Instaparty reserves the right to decline orders, refuse partial or full delivery, terminate or restrict access to accounts or Services, and/or cancel orders at any time in its sole discretion. Instaparty may periodically offer you certain incentives or benefits (e.g. credit, coupon, promotion code, and/or discount code).  We’re constantly modifying and improving the Services. Instaparty may introduce new features, change existing features, or remove features from the Services at any time and without notice. If you provide Instaparty with any feedback on or comments regarding the Services, you grant Instaparty the right to use such feedback or comments for any purpose without restriction or payment to you.

If you have any requests for order cancellations, refunds, or returns, please visit your account to initiate such requests or review our Help Center articles for our policies regarding the same. Please note that once a shopper has begun shopping your order and/or delivery has begun, you may no longer have the option to reschedule or cancel the order. If we are able to reschedule or cancel your order, you may be charged a fee and/or may not be refunded for items that have been purchased on your behalf.

If Instaparty suspects or determines, in its sole discretion, any fraud, tampering, abuse, or violation of this Agreement in connection with your use of the Services (including but not limited to any order, refund, or use of an incentive or benefit) Instaparty reserves the right to cancel the order, decline or reverse a refund, charge your card on file, revoke, cancel and/or terminate the incentive or benefit, or to take other remedial measures.

2. Account Eligibility & Verification

The individual creating the Instaparty Business account (“Business Account”) on behalf of the Customer represents and warrants that (i) they, and any other individuals acting on behalf of the Customer, have the necessary authority to bind the Customer and are entering into this Agreement on behalf of the Customer, (ii) they are of legal age in the jurisdiction in which they reside to form a binding contract with Instaparty, (iii) the Customer has all requisite right, power, and authority to enter into, perform its obligations under, and grant the rights and authorizations in this Agreement, (iv) neither the individual creating the Business Account, the Customer, nor any individual acting on behalf of the Customer has previously created an account whose access to the Services has been blocked, suspended, or terminated by Instaparty, and (v) the Customer is an Eligible Entity. “Eligible Entities” include all types of businesses (for example, LLCs, LLPs, corporations, partnerships, sole proprietorships, and PLLCs), all types of governmental entities (federal, state, local, and quasi-governmental entities), and all types of non-profit organizations (including 501(c) organizations, 527 organizations, and similar tax-exempt organizations). If the individual creating the Business Account does not have such authority and capacity on behalf of an Eligible Entity, they are not permitted to use or access Instaparty Business and we may immediately terminate their use of and access to Instaparty Business. Individual consumers should create a non-business user account at Instaparty.com/signup.

If eligible to use the Services, you must first register for a Business Account. As part of the account registration process, you must provide us with certain required information, which may include the name of your organization, registered address, and contact information for your organization, among other possible information. We may reject, or require that you correct or update, any information that you provide to us. We may also require you to provide us with additional information about your organization for verification or due diligence purposes (“Additional Verification”). You acknowledge that we may share the information you provide (for example, your organization’s name, addresses, or Taxpayer Identification Number) with our third-party service providers in order to confirm the accuracy of such information and verify your eligibility for certain features that may be available to you through the Services (for example, tax exempt purchasing, business-only pricing or promotions, and adding authorized accounts).

After you have completed the account registration process, a Business Account will be created for you. Business Accounts may also be referred to as Business Profiles throughout the Services. If we require you to undergo Additional Verification after the creation of your Business Account, you may be able to use the Services while such Additional Verification is in progress. However, Instaparty will have the right, in our sole discretion, to suspend or terminate your Business Account, including by limiting any or all transactions on Instaparty Business, until all Additional Verification is complete to our satisfaction.

3. Account Security & Privacy

A. Security. You are solely responsible for maintaining the confidentiality and security of your account credentials, including your password. You agree you will not permit any unauthorized users to access your Business Account using such credentials. You also agree that you are responsible for all conduct and transactions that take place on or using your Business Account and that you will take precautions to keep your password and other Business Account information secure. Instaparty is not responsible for any losses arising out of the unauthorized use of your Business Account.

B. Privacy. Except as disclosed in this Agreement, our use of your information is governed by the Instaparty Privacy Policy. Please review the Privacy Policy to understand our practices with respect to your information. Please note that all information about users associated with a Business Account may be shared with the Customer.

C. Separation From Organization. If the individual acting on behalf of the Customer separates from, terminates their relationship with, or is no longer authorized to make purchases or otherwise act on behalf of the Customer, the individual must cease use of the Customer’s Business Account immediately.

D. Linked Personal Account. If you create a Business Account using the same credentials as your personal Instaparty user account, certain information, including your saved payment methods, addresses, contact information, and order history, will be shared between your personal account and Business Account.

4. Authorized Accounts

You may be eligible to authorize a limited number of other members of your organization to create separate Business Accounts that are associated with your Business Account (“Authorized Accounts”). As part of the creation of such Authorized Accounts, Instaparty may require that you and/or your Authorized Account holders provide additional information for verification purposes. You may have the option to allow Authorized Account holders to access information for your business, such as payment information and address information. By inviting users to create Authorized Accounts, you agree that you are responsible for all activities that occur under your Business Account and any associated Authorized Accounts, and must ensure your Authorized Accounts comply with all Instaparty terms and policies, including this Agreement. Instaparty shall not be liable for any losses arising out of any use of the Authorized Accounts feature.

The individual creating the Authorized Account represents that they have the necessary authority to use the Services on behalf of the organization which authorized their access through its Business Account (“Admin Account”). You agree that you will not permit unauthorized users to access the Services through any Authorized Account. You further agree that the Admin Account will be able to view certain information regarding your use of the Services through your Authorized Account, including your name, addresses, cart and item information, and other transaction history. Upon creation of an Authorized Account or acceptance of an Authorized Account invitation, all future orders placed through your Authorized Account will be shared with the Admin Account.

The Authorized Account feature is not a guaranteed benefit of all Instaparty Business users. Instaparty may limit the availability of the feature to select Instaparty Business users and may limit the number of Authorized Accounts that may be created per organization. Instaparty reserves the right to modify, refuse access to, reject, suspend, revoke, or terminate any Authorized Account, at its sole discretion.

5. Business and Non-Business Use

You must use Instaparty Business exclusively for business purposes. By using the Services through a Business Account, you agree that you will not purchase any products through Instaparty Business for personal or household use, nor use any Instaparty Business services for personal or household use.

Certain products offered through the Services may have restrictions on the quantity that can be ordered by each organization's Business Account. Any attempt to circumvent these quantity limits, including by creating multiple Business Accounts, is prohibited.

Certain Retailers may impose further restrictions on the use of products offered through the Services. You agree to abide by any such restrictions, and that you are responsible for any conduct or use that violates such restrictions.  

Non-business orders must be placed using a separate personal account. If you would like to create a personal, individual consumer account, please click here. If you access such non-business services, content and features using your Business Account, you must comply with any separate terms and conditions applicable to such services, content, and features, including the Instaparty Terms of Service.

6. Sanctions

You may not use any portion of Instaparty Business if you are the subject of United States sanctions or of sanctions consistent with United States law imposed by the governments of the country/region where you are using Instaparty Business.

7. Instaparty Communications

By creating a Business Account, you agree to accept and receive communications from Instaparty or Third-Party Providers, including via email, text message, calls, and push notifications to the cellular telephone number you provided to Instaparty. You understand and agree that you may receive communications generated by automatic telephone dialing systems and/or which will deliver prerecorded messages sent by or on behalf of Instaparty, its affiliated companies, and/or Third-Party Providers, including but not limited to communications concerning orders placed through your account on the Services. Message and data rates may apply. If you do not wish to receive promotional emails, text messages, or other communications, you may opt out of such communications at any time in your Account Settings or by using the unsubscribe mechanism included in the message, where applicable. You may also opt-out of receiving promotional text messages from Instaparty by replying “STOP” from the mobile device receiving the messages.

8. Notices

You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You may retain copies of all of these communications for your records. We may also send you notices at the address provided when registering your Business Account, which you agree is a proper and valid address for any legal or contractual purpose. This Section does not affect any requirements for notice as described in Section 22 (Dispute Resolution & Arbitration Agreement) or for legal service of process, which is instead governed by applicable law.

9. Coupons, Promotions, and Credits

You may have access to promotion codes, discounts, coupon codes, and offers (“Coupons”) that may provide a benefit to you when making a purchase using the Services. Coupons are available for a limited time only and may be subject to certain restrictions and subject to related manufacturers’ or retailers’ terms. Coupons are subject to change, cancellation, or expiration at any time, and to the terms and conditions of the relevant coupon offeror. If you do not purchase the qualifying items added to your cart while the coupon is still in effect, the coupon’s offer will not apply. Coupons are only valid when applied to qualifying items displaying the offer and may not be combined with other promotional offers or mail-in rebates. Instaparty is not a retailer or seller. You are responsible for, and you are required to pay any applicable tax or levy of any kind related to your use of the coupon and you acknowledge that Instaparty has no obligation for payment of any such tax or levy of any kind in conjunction with the distribution or use of such coupons. When coupons are redeemed, sales tax may be charged on the undiscounted original price of the product(s). If you return any of the products purchased with a coupon, the coupon discount or value will be subtracted from the return credit. Coupons may not be sold, copied, modified, or transferred. Coupons have no cash value and may be limited to one per user unless otherwise disclosed.  Coupons are only good while supplies last and are void where restricted or prohibited by law.

You can find more information about Coupons and other separate promotions and credits that may be available from time to time on Instaparty’s website, mobile applications, and retailers’ white label sites that are powered by Instaparty here.

You may also be offered credits to use for purchases through the Services (“Credits”). Unless otherwise stated in the terms applicable to Credits awarded to your account, Instaparty reserves the right to modify the expiration date of any Credit upon 30 days email notice to you. Instaparty reserves the right to cap or adjust the amount of Credit in your account to the extent that your total Instaparty credit balance would exceed $1,500 or have more than $2,000 of Instaparty credits associated with your account in a single day. Instaparty may restrict your use of Credits to purchase certain items and may disallow the use of Credits to cover fees, taxes or tips. Certain credits may not apply to an order if you are also applying a Coupon or another type of credit. Credits have no cash value. For more information about credits, please visit Instaparty’s Help Center.

10. Instaparty Gift Cards

Instaparty offers currency-denominated digital and physical gift cards that are redeemable for eligible goods and services on Instaparty’s website and mobile applications, and on certain retailers’ white label sites that are powered by Instaparty (“Gift Cards”). When you purchase or redeem a Gift Card, you agree to the Terms & Conditions for Instaparty Gift Cards as well as this Agreement. Generally, Gift Cards and/or Credits cannot be used to pay for the Instaparty subscription fee, unless you purchase an Instaparty Gift Card, as agreed to by you.  

11.  Transactions Involving Alcohol

You may have the option to order alcohol products in some locations and from certain Retailers. You agree that you will not order alcohol products with the intent to resell.  You agree that you will comply with all applicable laws and not cause Instaparty or any Third-Party Provider (including any Retailer) to contravene any applicable laws. If you order alcohol products from a Retailer through the Services, you agree that you, or the individual placing the order on behalf of the Customer, are of legal drinking age for purchasing, possessing, and consuming alcohol (i.e., 21 years of age or older in the United States, 18 years of age or older in Alberta, Manitoba, and Quebec, and 19 years of age or older in all other Canadian provinces). You also agree that, upon delivery of alcohol products by the Third-Party Provider, the recipient will provide to the Third-Party Provider valid government-issued identification proving their age, and that Third-Party Provider may scan this identification and may require a signature from the recipient. You also agree that the recipient will not be intoxicated when receiving delivery of alcohol products, and that you will not purchase alcohol with the intent to provide it to someone who is not of legal drinking age. If the recipient is unable to present valid photo identification upon delivery, your order will be canceled. You agree that if any applicable legal requirements for the delivery of alcohol are not met, Instaparty reserves the right to cancel the alcohol-related portion of your order. Special requests or substitutions for the purchase of alcohol products will not be honored; all requests for the purchase of alcohol products must be made through the catalog available through the Services at the time of submitting the order.

If you purchase alcohol through the Services for delivery by Third-Party Providers within the State of Hawaii, you acknowledge that IT IS ILLEGAL: (1) FOR A PERSON UNDER 21 YEARS OLD TO PURCHASE OR CONSUME LIQUOR, (2) TO USE FALSE IDENTIFICATION TO OBTAIN LIQUOR, (3) TO USE ANOTHER PERSON’S IDENTIFICATION TO OBTAIN LIQUOR, OR (4) TO PURCHASE LIQUOR FOR A PERSON UNDER 21 YEARS OLD. (Sections 281-78 & 101.5, Hawaii Revised Statutes).

12. Transactions Involving Other Restricted Products

You may have the option to order other restricted products in some locations and from certain Retailers. You agree that you will comply with all applicable laws and not cause Instaparty or any Third-Party Provider (including any Retailer) to contravene any applicable laws. If you order an item that requires delivery certification, you agree the recipient will provide valid government-issued identification which may be scanned by the Third-Party Provider proving their identity to the Third-Party Provider delivering such products. If you order age-restricted products from a Retailer through the Services, you agree that you, or the individual placing the order on behalf of the Customer, are of legal age for purchasing, possessing, and/or consuming such age-restricted products and agree that, upon delivery of age-restricted products by the Third-Party Provider, the recipient will provide to the Third-Party Provider valid government-issued identification proving their age, and that the Third-Party Provider may scan this identification. You also agree that the age-restricted products have not been purchased with the intent to resell or with the intent to provide to someone who is not of legal age. You agree that if any applicable legal requirements for the delivery of age-restricted products are not met, Instaparty reserves the right to cancel the age-restricted portion of your order. Special requests or substitutions for the purchase of age-restricted products will not be honored; all requests for the purchase of age-restricted products must be made through the catalog available through the Services at the time of submitting the order.

13. Tax Exempt Purchases

You may have the option to register as a tax-exempt organization and obtain tax-exempt privileges for eligible purchases through your Business Account using the Services in eligible jurisdictions. As part of the registration process, you may be required to provide additional information to Instaparty to confirm your tax-exempt status (for example, a valid state tax-exempt number and/or valid state exemption certificate). You will be required to register your tax exemption status and provide valid exemption documentation to Instaparty for each jurisdiction in which you are seeking tax exempt privileges. Tax exempt privileges are not available in Canada, and may not be available in all U.S. jurisdictions.

You represent and warrant that any information you provide to Instaparty as part of the tax-exempt registration process is valid, accurate, and complete. You agree to promptly notify Instaparty of any updates or changes to your tax-exempt status and will promptly provide Instaparty with any updated information or documentation. Instaparty may require you to provide updated information, at its sole discretion, to continue receiving any previously-granted tax-exempt privileges. Instaparty will rely in good faith on all information and documentation provided to us by you, and we will not be responsible for any loss or other obligation arising from our reliance.

You agree to not use your tax-exempt account for the purchase of products or services that are not eligible for tax-exempt status. You further agree that if you do not use the products or services purchased with your tax-exempt account for the purpose for which your tax exemption applies, you will report and pay sales and use taxes directly to the state relating to the products or services to the extent required by law. In order to qualify for exemption, you may be required by law to pay us using your organization’s payment method (e.g. a company credit card) and not a personal payment method (e.g. a personal credit card). If you are a tax-exempt organization, you represent that all tax-exempt purchases will be made with your tax-exempt organization’s funds and be used exclusively by your organization for tax-exempt purposes only. You will comply with all other requirements for tax-exempt purchases under applicable law.

Should tax-exempt privileges be made available to you, such privileges are not guaranteed and may not apply to purchases for all products or from all Retailers available on the Services. Instaparty reserves the right to collect certain taxes where required by law. Instaparty shall have no liability for technical problems preventing application of tax exempt privileged to any purchase through the Services. Instaparty reserves the right to modify, refuse access to, reject, suspend, revoke, or terminate any registration or tax-exempt privileges available to you via the Services, at its sole discretion.

14.  Orders on Behalf of Third Parties

You may have the option to send Instaparty orders to Third-Party recipients (“Recipients”). With respect to such orders, you agree to the following:

14.1 Communications by Instaparty

You have the option to provide Instaparty with the Recipient’s contact information. By providing the Recipient’s contact information, you are representing to Instaparty that you have obtained the consent of the Recipient to share the Recipient’s contact information with Instaparty for the purpose of receiving communications from Instaparty, including via email, or via text message, calls, and push notifications to the cellular telephone number you provide to Instaparty. You understand and agree that the Recipient may receive communications generated by automatic telephone dialing systems and/or which will deliver pre-recorded messages sent by or on behalf of Instaparty. Message and data rates may apply. Instaparty is not liable for delayed or undelivered mobile messages.

14.2 Sharing Recipient Data

If you chose to provide Recipient information to Instaparty, including:

Contact information, including a Recipient’s name, address and telephone number;

Information that identifies a Recipient as a member or client in association with you;

Information about a Recipient’s food security, food assistance, and other benefits or programs in which the Recipient participates; and

Information regarding the Recipient’s preferences, statuses, or other personal information;

you are representing to Instaparty that you have obtained the consent of the Recipient to share this information with Instaparty. You agree to be responsible for collecting Recipient data and obtaining authorizations to the extent legally required from Recipients for Instaparty to use Recipient data to complete the order, including, where applicable, authorizations sufficient for you to share Recipient data with Instaparty without Instaparty becoming a Business Associate of you, as such term is defined under HIPAA. Instaparty has no responsibility or liability for failure of you, or any Third-Party, to obtain appropriate consent and/or authorization from a Recipient. Instaparty will use Recipient data in the ordinary course of its business.

15. Eligible Business Pricing

You may have access through your Business Account to business-only pricing that includes special discounts and/or promotions. Business-only pricing is available only to eligible businesses and only for certain items, and those items may change from time to time. You may also have access through your Business Account to quantity discounts on certain larger quantity purchases. These quantity discounts are available only to eligible businesses and only for certain items purchased at minimum quantities of those items, and those items and quantities may change from time to time. Non-business orders must be placed using a separate personal account and are not eligible for business-only pricing.

16. Copyrights, Trademarks, Patents

Use of Instaparty Business does not give you the right or license to frame, use, or reproduce any of Instaparty’s copyrighted material, trademarks, service marks, or other proprietary rights or material, or a license to any of Instaparty’s patents, except as expressly permitted in writing by Instaparty.

17. No Illegal, Harmful, or Offensive Use or Content

You agree that you will comply with all applicable laws in your use of the Services and will not cause Instaparty or any Third-Party Provider (including any Retailer) to contravene any applicable laws. You may not use, or encourage, promote, facilitate or instruct others to use the Services for any illegal, harmful, fraudulent, infringing or offensive use, or to transmit, store, display, distribute or otherwise make available any product or content that is illegal, harmful, fraudulent, infringing or offensive. You agree that Instaparty shall have no liability, to the extent permitted by applicable laws, for any costs, losses or damages resulting from or related to your use of the Services, or any products purchased through the Services or your provision of those products to third parties, in contravention of applicable law.

18. Third-party Products and Content

You agree that Instaparty does not assume responsibility for any products, content, services, websites, advertisements, offers, or information that is provided by third parties and made available through the Services, nor does Instaparty assume responsibility for your interactions with any Third-Party Provider (including a Retailer). You further agree that Instaparty does not warrant or guarantee that any product information contained on the Services, or any result returned from queries made through the Services, whether made using AI powered generative experiences or otherwise, is accurate, complete, reliable, current, or error-free. All health and wellness information, nutritional content, and nutritional information is provided for informational purposes only and is not a substitute for the diagnosis, treatment and advice of a qualified health-care provider. Instaparty does not warrant or guarantee that any such health, wellness, or nutritional information is accurate, complete, reliable, current, or error-free. You understand that search results obtained from the Services, whether done through AI powered generative experiences or otherwise, may be the same or similar or vary between different users and at different times, and may not necessarily be identical or consistent.  You further agree that Instaparty does not warrant or guarantee that any material created through any AI powered generative experience does not infringe the rights of any Third-Party in any subsequent use of the content you may make. If you purchase, use, or access any such products, content, services, advertisements, offers, or information through the Services or you engage with any Third-Party Provider, you agree that you do so at your own risk and that Instaparty will have no liability based on such purchase, use, access, engagement, or provision of products purchased through the Services to any third parties by you, or your agents, employees, or authorized users.

19. SERVICE PROVIDED AS-IS AND RELEASE OF CLAIMS

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." INSTAPARTY DISCLAIMS ALL REPRESENTATIONS, CONDITIONS, AND WARRANTIES, EXPRESS, LEGAL, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT. IN ADDITION, INSTAPARTY MAKES NO REPRESENTATION, WARRANTY, CONDITIONS, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES, ANY SERVICES PROVIDED BY THIRD-PARTY PROVIDERS, OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES FROM RETAILERS, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. INSTAPARTY DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD-PARTY PROVIDERS, OR RETAILERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, ANY SERVICES PROVIDED BY THIRD-PARTY PROVIDERS, OR ANY PRODUCTS REQUESTED BY YOU OR DELIVERED TO YOU, REMAINS SOLELY WITH YOU. THE SERVICES, WEBSITE, AND SOFTWARE ARE SUBJECT TO PERIODIC CHANGES, WHICH MAY BE MADE AT ANY TIME AND WITHOUT NOTICE TO YOU.

INSTAPARTY DOES NOT GUARANTEE THAT THE SERVICES, WEBSITE, AND SOFTWARE WILL OPERATE WITHOUT ERRORS OR THAT THE SERVICES, WEBSITE, AND SOFTWARE ARE FREE OF COMPUTER VIRUSES OR OTHER MALWARE. YOU AGREE THAT INSTAPARTY WILL NOT BE RESPONSIBLE FOR ANY ECONOMIC COSTS RELATING TO YOUR USE OF THE SERVICES, WEBSITE, OR SOFTWARE.

YOU AGREE THAT NEITHER INSTAPARTY NOR ITS SUBSIDIARIES, AFFILIATES, RETAILERS, LICENSORS, OR SUPPLIERS IS RESPONSIBLE FOR THE FITNESS OR CONDUCT OF ANY THIRD-PARTY PROVIDER OR FOR ANY SERVICES PROVIDED BY ANY THIRD-PARTY PROVIDER. NEITHER INSTAPARTY NOR ITS SUBSIDIARIES, AFFILIATES, RETAILERS, LICENSORS, OR SUPPLIERS WILL BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH THE ACTS OR OMISSIONS OF ANY THIRD-PARTY PROVIDER.

If you have a dispute with one or more Third-Party Providers, you agree to release Instaparty (including Instaparty’s subsidiaries and affiliates, and each of their respective officers, directors, employees, agents, shareholders, retail partners, licensors, and suppliers) from any claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to such disputes.

Furthermore, you expressly waive any rights you may have under California Civil Code Section 1542 (or analogous laws of other jurisdictions), which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that, if known by him or her must, would have materially affected his or her settlement with the debtor or released party.”

U.S. FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATION OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

20. LIMITATION OF LIABILITY

IN NO EVENT SHALL INSTAPARTY (INCLUDING ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, RETAIL PARTNERS, LICENSORS, AND SUPPLIERS) BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR BODILY INJURY, DEATH, EMOTIONAL DISTRESS AND DISCOMFORT, DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE SERVICES, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR PHYSICAL DAMAGES) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, ANY SERVICES PROVIDED BY THIRD-PARTY PROVIDERS, ANY PRODUCTS REQUESTED BY YOU OR DELIVERED TO YOU, OR THIS AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF INSTAPARTY OR INSTAPARTY’S AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, INSTAPARTY, ITS SUBSIDIARIES, AFFILIATES, RETAIL PARTNERS, LICENSORS, SUPPLIERS AND DISTRIBUTORS WILL NOT BE LIABLE IN THE AGGREGATE FOR ALL CLAIMS RELATING TO THE SERVICES, ANY SERVICES PROVIDED BY THIRD-PARTY PROVIDERS, OR ANY PRODUCTS REQUESTED BY YOU OR DELIVERED TO YOU FOR MORE THAN THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU TO INSTAPARTY DURING THE PAST 12 MONTHS IN CONNECTION WITH YOUR USE OF THE SERVICES THROUGH YOUR BUSINESS ACCOUNT.

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, IN NO EVENT SHALL INSTAPARTY (INCLUDING ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, RETAIL PARTNERS, LICENSORS, AND SUPPLIERS) BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY BUSINESS ACCOUNT USER.

21. Indemnification

To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Instaparty and its officers, directors, employees, agents, shareholders, subsidiaries, affiliates, and Retailers (each, an "Indemnified Party") from and against any losses, claims, actions, costs, damages, penalties, fines and expenses, including without limitation attorneys’ and experts’ fees and expenses (a “Claim”), that may be incurred by an Indemnified Party arising out of, relating to or resulting from: (i) unauthorized use of the Services or any breach of this Agreement, including without limitation any representations, warranties, or covenants in this Agreement, and any actual or alleged violation of any law, rule, regulation or the Instaparty Community Guidelines for Customers, by you or any of your Authorized Accounts; (ii) any Third-Party’s access to or use of the Services, or any goods made available through the Services, through your Business Account, including but not limited to your third-party beneficiaries, customers, and Recipients; (iii) any dispute or issue between you and/or your Authorized Accounts and any Third-Party, including without limitation any Retailer or other Third-Party Provider; (iv) any unlawful, improper or negligent use by anyone of any product sold or service provided to you under the Agreement, (v) any dispute or issue raised by an individual or entity who receives and/or consumes products purchased by you through the Services (including any of your employees, contractors, or unaffiliated third-parties); (vi) your resale or attempted resale of products purchased through the Services, including but not limited to any failure to obtain required permits; (vii) your subsequent use of any content created by AI powered generative experiences; or (viii) your negligence or willful misconduct.

You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement or compromise of a Claim without our prior written consent, which may not be unreasonably withheld.

22. Dispute Resolution & Arbitration Agreement

22.1. Overview of Dispute Resolution Process. This Section 22 provides for a two-part process for dispute resolution: (1) an informal dispute resolution process directly with Instaparty (described in paragraph 22.2, below), and if necessary, (2) a binding arbitration administered by the American Arbitration Association (“AAA”) or ADR Services Inc. (“ADR Services”), depending on where you reside. Notwithstanding these provisions, you and Instaparty each retain the right to seek resolution of disputes in small claims court as an alternative to arbitration.

22.2 Mandatory Informal Dispute Resolution. You and Instaparty agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. Therefore, before initiating formal proceedings, you and Instaparty agree to first attempt to work out any such dispute amicably. The initiating party must give notice to the other party in writing of its, his, or her dispute, including a written description of the dispute. For any dispute you initiate, you agree to provide written notice to: Instaparty ATTN: Legal Department 10913 La Reina Ave., Suite B, Downey, CA 90241.

Your written notice must include at least the following information: the name and title of the signatory; the email address associated with the Business Account; a detailed description of the nature and basis of the dispute, including any transaction details; and the specific relief sought and how it was calculated. Your written description must be on an individual basis and personally signed by you and not by an attorney, agent, or representative. For any dispute that Instaparty raises, we will send our written description of the dispute (including the information listed above), signed by an authorized Instaparty representative, to the most recent delivery address associated with the Business Account. The initiating party must allow the other party 60 days from the date the notice is sent to respond and attempt to resolve the dispute amicably before initiating an arbitration or other proceeding per the terms set forth below.

You and Instaparty agree that this informal dispute resolution process is a requirement that must be fulfilled prior to initiating an arbitration or small claims proceeding. The applicable statute of limitations period and any filing fee deadlines shall be tolled from the time the initiating party sends their written notice through the 60 day period set forth above.

22.3 Arbitration Agreement.  If we’re unable to work out a solution amicably, both you and Instaparty agree to resolve through binding arbitration, rather than in court, any dispute, controversy, or claim (each, a “Claim”) arising at any time, including but not limited to those arising out of or relating to: (i) this Agreement, including the formation, existence, breach, termination, enforcement, interpretation, validity, scope, or enforceability thereof; (ii) access to or use of the Services, including receipt of any advertising or marketing communications and/or any information contained on the Services; (iii) any transactions through, by, or using the Services, including any goods or services purchased or sold through, by, or using the Services and any consumption or use of those goods and services; (iv) any other aspect of your relationship or transactions with Instaparty as a consumer; or (v) Third-Party Disputes (as defined in Section 22.4 below) (the “Arbitration Agreement”).  

This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement.

22.4. Application to Third Parties. This Arbitration Agreement shall be binding upon, and shall include any dispute, controversy, or claim brought by or against any third parties where the underlying claims arise out of or relate to your use of the Services or any use of your Instaparty Business Account (“Third-Party Disputes”). Third-Party Disputes shall include any dispute, controversy, or claim by or against any Retailers, Third-Party Providers, Instaparty’s vendors and service providers including without limitation: payment processors, partners assisting in fraud prevention, companies advertising through the Services, partners with whom we work for advertising measurement, attribution and/or analytics, and companies that offer co-branded services or products, as well as your spouses, heirs, third-party beneficiaries and assigns.. For avoidance of doubt, a Claim under this Arbitration Agreement includes all claims or disputes between you and any Retailer arising out of or related to the Services performed under this Agreement and/or services in connection with any white label sites that are powered by Instaparty.

22.5. Exceptions to Arbitration Agreement. Notwithstanding this mandatory Arbitration Agreement, you and Instaparty each retain the right: (a) to assert claims in small claims court, so long as the claims qualify and the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and, (b) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement of a party’s intellectual property rights. If a Claim qualifies for small claims court but a party commences an arbitration proceeding, you and Instaparty agree that either party may elect instead to have the Claim resolved in small claims court, and upon written notice of a party's election, the arbitration proceeding will be administratively closed. Any dispute about whether a Claim qualifies for small claims court shall be resolved by that court, not by an arbitrator.

22.6 Arbitration Procedure and Rules. For United States residents, all Claims submitted to binding arbitration under this Section shall be administered by JAMS in San Francisco, California. The arbitration shall be conducted in accordance with the JAMS Comprehensive Arbitration Rules & Procedures in effect on the Effective Date of this Agreement, subject to any modifications contained in this Agreement or this Section. If JAMS is not available to arbitrate, the parties will mutually select an alternative arbitral forum. The Claim shall be determined by one arbitrator, except that if the Claim involves an amount in excess of $1,000,000 (exclusive of interest and costs), three arbitrators shall be appointed. Unless the parties agree otherwise, if the Claim involves an amount less than or equal to $1,000,000 (exclusive of interest and costs), discovery will be limited to an exchange of directly relevant documents and no depositions will be taken except as needed in lieu of a live appearance. The Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”) governs the interpretation and enforcement of this Arbitration Agreement and preempts all state laws to the fullest extent permitted by law. If the FAA is found to not apply to any issue that arises out of or relates to this Arbitration Agreement, then that issue shall be resolved under and governed by the law of the State of Delaware. Judgment upon the award rendered may be entered in any court having jurisdiction. You acknowledge and agree that, with respect to any Claim within the scope of this arbitration agreement, you and Instaparty each waive the right to bring, join, or participate in, either as a plaintiff or class member, any purported class, collective, or representative action or proceeding. By entering into the agreement to arbitrate in this Section, the parties knowingly and voluntarily waive their rights to have any Claim tried and adjudicated by a judge or a jury.

23.  Controlling Law

To the extent permitted by applicable law, this Agreement will be governed by the laws of the State of California for residents of the United States, without respect to its conflicts of laws principles, except the Arbitration Agreement, which is governed by the laws outlined in Section 22 (Dispute Resolution & Arbitration Agreement) of this Agreement. To the extent permitted by applicable law, any claims arising out of or relating to this Agreement or use of the Services that are not subject to Section 22 (Dispute Resolution & Arbitration Agreement) of this Agreement shall be brought exclusively in the federal or state courts of Los Angeles, California, USA, for residents of the United States, and you and Instaparty consent to the personal jurisdiction of those courts.

24. Public Sector Entities

If you are a public sector entity and precluded by law from agreeing to any of the provisions of Sections 21-22 as set forth above, then any Disputes with you will be governed by the substantive laws of the sovereign under whose laws you were formed and the venue for any such dispute will be the venue required by the laws of such sovereign. Similarly, if the laws of such sovereign would result in other provisions in this Agreement being deemed unlawful, void or for any reason unenforceable against you, those provisions will not apply to you and will be deemed severable from this Agreement. All other provisions in the Agreement remain in full force and effect.

25. Termination

You can stop using the Services at any time and without notice to us. Similarly, Instaparty may terminate access to the Services to you or any other users or stop offering all or part of the Services at any time without notice. In addition, if we determine that your use of the Services has violated this Agreement, the Instaparty Community Guidelines for Customers, or any other terms and policies incorporated herein, we may close your Business Account and any other Instaparty or Instaparty Business accounts linked to your Business Account, among other remedies, without notice. If this Agreement expires or is terminated for any reason, you agree (i) to pay to Instaparty all fees and other amounts that have accrued prior to the effective date of the expiration or termination and (ii) any and all liabilities accrued prior to the effective date of the expiration or termination will survive. In the event of termination, Sections 1-6, 8-17, and 19-30 shall survive and continue to apply to you.

26. Entire Agreement & Severability

This Agreement, and any other terms and policies incorporated herein, subject to any amendments, modifications, or additional agreements you enter into with Instaparty, shall constitute the entire agreement between you and Instaparty with respect to the Services and any use of the Services. If any provision of this Agreement is found to be invalid or unenforceable, in whole or in part, by a court of competent jurisdiction, including Section 22 (Dispute Resolution & Arbitration Agreement), that provision will be severed only to the minimum extent necessary and the remaining provisions will remain in full force and effect.

27. No Waiver

Instaparty’s failure to monitor or enforce a provision of this Agreement does not constitute a waiver of its right to do so in the future with respect to that provision, any other provision, or this Agreement as a whole.

28. Assignment

You may not assign any of your rights, licenses, or obligations under this Agreement. Any such attempt at assignment by you shall be void. Instaparty may assign its rights, licenses, and obligations under this Agreement without limitation.

29. Changes to the Agreement

We may make changes to this Agreement from time to time. When Instaparty does so, Instaparty will post the most current version of the Agreement on Instaparty’s website and, if a revision to the Agreement is material, Instaparty will notify you of the new Agreement (for example, by email or a notification on the Services). Changes to this Agreement will not apply retroactively. YOUR CONTINUED USE OF INSTAPARTY BUSINESS AFTER WE CHANGE THE AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES. IF YOU DO NOT AGREE TO ANY CHANGES, YOU MAY DISCONTINUE YOUR USE OF THE SERVICES.

30.  Intellectual Property Copyright and Trademark Policy

Use of the Services does not give you the right or license to frame, use, or reproduce any of Instaparty’s copyrighted material, trademarks, service marks, or other proprietary rights or material, or a license to any of Instaparty’s patents, except as expressly permitted in writing by Instaparty.

Instaparty respects the intellectual property rights of others and has implemented a copyright and trademark policy in accordance with the Digital Millennium Copyright Act and other relevant laws. Instaparty will respond to valid notices of copyright or trademark infringement and reserves the right to terminate any users, at Instaparty’s sole discretion and without notice, who infringe copyrights or other intellectual property rights.

If you believe any content posted or made available on the Services constitutes infringement of your copyright rights, you may send a written notice of infringement to Instaparty’s designated Copyright Agent using the contact information listed below. In your notice, please specify the nature of the copyright infringement and include the following information: (a) an electronic or physical signature of the owner of the copyright in question or a person authorized to act on behalf of the owner of the copyright; (b) a description of the claimed infringing material as well as identification of the claimed infringing material, including the location of such material on the Services (e.g., the URL of the claimed infringing material if applicable or other means by which Instaparty may locate the material); (c) complete contact information, including the name of the owner of the copyright and your name, title, address, telephone number, and email address; (d) a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (e) a statement, made under penalty of perjury, that the information provided in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the owner. Instaparty ATTN: Legal Department 10913 La Reina Ave., Suite B, Downey, CA 90241.

If you believe any content posted or made available on the Services constitutes infringement of your trademark rights, you may also send your notice to Instaparty's designated Copyright Agent using the contact information listed above. Please include as much detail as possible so that we may respond to your notice in a timely manner, including but not limited to description(s) of your trademark(s), your trademark registration number(s), description(s) of the products allegedly using your trademark(s) without authorization, and the location of such allegedly infringing product(s).