Welcome to Popup!

When you sign up for a Popup Account or use any Popup Services, you agree to follow these Terms of Service.

These Terms of Service, also known as the Terms and Conditions or Terms of Use, govern your use of and access to the platform (www.popup.store). This document is a legally binding agreement between you as the user(s) of Popup website (referred to as “you”, “customer” or “user” hereinafter) and Popup Inc. (referred to as “we”, “our”, “us” or “Popup” hereinafter).

Popup is a no-code e-commerce platform that allows merchants to unify their business activities and visually control the customer journey.
Popup provides a commerce software that hosts websites/landing pages, domains, checkout and allows merchants/users to build online stores, gather leads and sell products online anywhere in the world.

Among other features, this platform includes a range of tools for merchants to build and customize online stores, sell in multiple places (including web, mobile and other online locations (“Online Services”) and manage products, inventory, payments, fulfillment, shipping, business operations, marketing and advertising, and engage with existing and potential customers. Any such service or services offered by our company are referred to in these Terms of Service as the “Service(s)”. Any new features or tools which are added to the current Services will also be subject to the Terms.

By using the Services, you agree to the Terms of the Agreement. If you are using the Services on behalf of an organization, you are agreeing to the Agreement on behalf of that organization and representing that you have the authority to bind that organization to the Agreement. In that case, "you" and "your" will refer to that organization. Popup and you are each a “Party” to the Agreement.

Popup reserves the right to modify the Terms at any time by posting any updates on the Platform. Your access or use of the Services after the notice is posted indicates acceptance of those changes.

You must read, agree with, and accept all of the terms and conditions in these Terms of Service. Your access to and use of the platform is conditioned on your acceptance of and compliance with these Terms. If you disagree with any part of this Agreement, then you may not access the Platform and the services.

Last updated on: September 6, 2022

1. CREATING ACCOUNTS‍

‍Make sure your account information is accurate and that you keep your accounts safe. You’re responsible for your accounts and any activity on them.

1.1 Signing Up

To use many of the Services, you must first create an account (“Account”). You agree to provide us with accurate, complete and at all times up to date information for your Accounts. We may need to use this information to contact you.

We may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by Popup.

You agree not to work around, bypass, or circumvent any of the technical limitations of the Services, including to process orders outside platform’s Checkout, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services.

You agree not to access the Services or monitor any material or information from the Services using any robot, spider, scraper, or other automated means.

You understand that your Materials may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. “Materials” means Your Trademarks, copyright content, any products or services you sell through the Services (including description and price), and any photos, images, videos, graphics, written content, audio files, code, information, or other data provided or made available by you or your affiliates.

1.2 Staying Saf

‍Please safeguard your Accounts and make sure others don't have access to your Accounts or passwords and other authentication credentials (collectively, "passwords"). You're solely responsible for any activity on your Accounts and for maintaining the confidentiality and security of your passwords. We’re not liable for any acts or omissions by you or anyone else in connection with your Accounts. You must immediately notify us if you know or have any reason to suspect that your Accounts or passwords have been stolen, misappropriated or otherwise compromised or in case of any actual or suspected unauthorized use of your Accounts.

1.3 Sixteen and Older

‍The Services are not intended for and may not be used by children under the age of 16. By using the Services, you represent that you're at least 16. If you’re under the age of 18, depending on where you live, you may need to have your parent or guardian’s consent to this Agreement and they may need to enter into this Agreement on your behalf.

2. CONTENT YOU POST

‍We may provide opportunities for you to post text, photographs, videos, or other content (collectively, “Content”) on the platform. You can only post Content if you own all the rights to that Content, or if another rights holder has given you permission.

You do not transfer ownership of your Content simply by posting it. However, by posting Content, you grant us, our agents, licensees, and assigns an irrevocable, perpetual (non-exclusive) right and permission to reproduce, encode, store, copy, transmit, publish, post, broadcast, display, publicly perform, adapt, modify, create derivative works of, exhibit, and otherwise use your Content. Without those rights, we couldn’t offer our Services. Please note that this license continues even if you stop using our platform.

Keep in mind that if you send us any information, ideas, suggestions, or other communications to us, those communications will not be confidential. Moreover, unless we tell you otherwise, we reserve the right to reproduce, use, disclose, and distribute such communications without any obligation to you.

3. CONTENT DISCLAIMER

‍We are not responsible for, and do not endorse, Content posted by you or any other person. Accordingly, we may not be held liable, directly or indirectly, for any loss or damage caused to you in connection with any Content posted by another member.You understand and agree that (a) Your Content is your responsibility; (b) you’re solely responsible for compliance with any laws or regulations related to Your Content; and (c) your ability to create, share or otherwise use Your Content may be limited by the extent to which Your Content includes Licensed material. We’re not liable for, and won’t provide you with any legal advice regarding, Your Content. This does not limit or affect any liability we may have to you separately for any breach of the other provisions of this Agreement.

You agree to indemnify, release, and hold us harmless from any liability, claims, actions, loss, harm, damage, injury, cost or expense arising out of any Content you post.

4. YOUR SITES AND YOUR END USERS ARE YOUR RESPONSIBILITY

‍Your Sites may have their own visitors, customers and users (“End Users”). You understand and agree that (a) Your Sites and your End Users are your responsibility; (b) you’re solely responsible for providing products, services and support to your End Users; (c) you’re solely responsible for compliance with any laws or regulations related to Your Sites and/or your End Users; and (d) your ability to create, share or otherwise operate Your Sites may be limited by the extent to which Your Sites include Licensed Content. We’re not liable for, and won’t provide you with any legal advice regarding, Your Sites or your End Users. This does not limit or affect any liability we may have to you separately for any breach of the other provisions of this Agreement.

5. CONDUCT

‍Customer shall protect the privacy and legal rights of all visitors to Customer’s Sites (“Visitors”) and End Users and provide and maintain a legally adequate privacy notice to Visitors and End Users that addresses, without limitation: (i) the permitted access and use of information, including personal data, and the limited purposes for which such information may be used; and (ii) the sharing of such information with providers such as our company, for the purposes specified in this Agreement. Customer shall not engage in any activity in conjunction with the platform or services that: (i) knowingly violates a third party’s Terms of Service; (ii) violates any applicable law or regulation (including without limitation privacy laws and laws relating to the transfer and processing of Customer Content); (iii) interferes with, disrupts, damages, harms, or accesses in an unauthorized manner the machines, hardware, devices, servers, network data, or other properties or services of any third party, including, but not limited to, our company or users; (iv) infringes on the intellectual property rights of others; or (v) violates our Policies. Without limiting the foregoing, we may remove or disable access to content without prior notice in connection with illegal content, where the content may disrupt or threaten the services, pursuant to the Digital Millennium Copyright Act or as required to comply with law or any judicial or regulatory or other governmental order or request. In the event that we remove content without prior notice, we will provide prompt notice following such removal to you unless prohibited by law. As applicable, the Customer will be the seller of record and will be responsible for independently establishing the selling price with respect to the merchandise sold or furnished through the Services or Platform or any other means. Customer is responsible for ensuring that the offer, advertising, sale, shipment and delivery and/or use of all merchandise and services in all applicable countries complies with all applicable laws. Customer is responsible for providing customer service (if any) to End Users.

6. WARRANTIES

‍We provide our services using a commercially reasonable level of care and promise to do our best to make sure you enjoy the Services. But there are certain things that we don’t promise about our Services.Other than as expressly set out in these Terms of Service, neither Popup nor its agents or service providers (the “services entities”) make any specific promises about the sites. For example, we don’t make any commitments about the content within the sites, the specific function of the sites, or their reliability, availability, or ability to meet your needs. We provide the sites “as is”.Some jurisdictions provide for certain warranties, like the implied warranty of merchantability, fitness for a particular purpose, and non-infringement. To the extent permitted by law, we exclude all warranties.

7. LIABILITY FOR OUR SERVICES

‍Except where prohibited, Popup shall not be liable for any indirect, special, incidental, consequential, or exemplary damages arising from your use of the sites or any third party’s use of the sites. These exclusions include, without limitation, damages for lost profits, lost data, computer failure, or the violation of your rights by any third party, even if the services entities have been advised of the possibility thereof and regardless of the legal or equitable theory upon which the claim is based.  

8. RELATIONSHIP OF THE PARTIES

‍At all times Supplier shall be acting as an independent contractor, and shall not be construed or deemed to be an employee, agent, partner, associate or joint venture of Popup. Neither party has authority to assume or create any obligation or representation, express or implied, on behalf of or in the name of the other party, except as specifically provided herein.

9. PRIVACY 

‍Our Privacy Policy explains how we collect, use and share your personal information for our own purposes. Be sure to read it carefully. It is really important that you comply with data protection laws when using the services, such as when you collect others’ personal information or use cookies or similar technologies (including those we drop for you at your request, such as for web analytics). Our Data Processing Addendum explains how we handle, on your instructions, others’ personal information you collect using the services or any of your user content which contains others’ personal information. Be sure to read that carefully as well.

10. COOKIES AND SIMILAR TECHNOLOGIES

‍If applicable law requires, you must provide and make available to your End Users on Your Sites a legally compliant cookie policy. You must capture valid consent, both for you and us, for any cookies or similar technologies used on or through Your Site (including those we drop on your request or with your permission) where required, including, where applicable, by the EU e-Privacy Directive/Regulation and under national laws implementing the same. 

11. COPYRIGHT
‍
‍We comply with copyright law, and respond to complaints about copyright infringement in accordance with our Copyright Policy.

We respect the intellectual property of others and ask that you do too. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported via the process described in our Copyright Policy, which is incorporated by reference into this Agreement. We reserve the right to delete or disable content alleged to be infringing, and to terminate accounts of repeat infringers without any refunds.

12. PAID SERVICES AND FEES

‍This section explains how we handle payments for those paid services. For certain paid services we’ll automatically bill you in regular intervals (such as monthly or annually) unless you disable auto-renewal or cancel your subscription. You can do that anytime.

Paid Services will remain in effect until canceled or terminated in accordance with this Agreement. If you don't pay for Paid Services on time, we reserve the right to suspend or cancel your access to the Paid Services. Transaction fees and additional fees may also apply to certain portions of the Services, and we’ll tell you about those fees before charging you. Our fees will appear on an invoice that we provide via the Services, within your Popup account(s). 

12.1. Taxes

‍All fees are exclusive of applicable national, provincial, state, local or other taxes (“Taxes”), unless explicitly stated otherwise. You're responsible for all applicable Taxes, and we'll charge Taxes in addition to the fees for the Services when required to do so. If you're exempt from Taxes, you must provide us with valid tax exemption documentation. We reserve the right to determine if the documentation provided is valid. Tax exemption will, provided we’re satisfied it’s valid and applicable, only apply from and after the date we receive such documentation. If Popup has a legal obligation to pay or collect indirect Taxes (such as value-added tax or goods and services tax) on the sale to you under the laws of your country (where you are established, have a permanent address or usually reside), you shall be liable for payment of any such indirect Taxes. Where Popup does not have a legal obligation to pay or collect indirect Taxes on a sale of Paid Services to you, you may be required to self-assess those Taxes under the applicable laws of your country (where you are established, have a permanent address or usually reside).

12.2. Automatic Subscription Renewals

‍To ensure uninterrupted service, we'll automatically bill you for certain Paid Services from the date you submit your initial payment and on each renewal period or amount afterwards until cancellation. Your renewal period will be equal in time or amount to the renewal period of your current subscription. For example, if you're on a monthly subscription plan, each billable renewal period will be for one (1) month. We’ll automatically charge you the applicable amount using the payment method you have on file with us and by agreeing to this Agreement, you authorize us to do this. We’ll let you know in advance if you’re purchasing a Paid Service that includes auto-renewal payments. You can disable auto-renewal at any time via the services.

12.3. Refunds
‍
‍While you may cancel any Paid Services at any time, you won't be issued a refund except in our sole discretion, or if legally required. Popup offers a free trial so you can try out your subscription. Please note applicable statutory rights of cancellation may not result in a refund, as we do not charge for this trial period.

12.4. Fee Changes

‍We may change our fees at any time. We’ll provide you with advance notice of these fee changes via the Services. New fees will not apply retroactively. If you don't agree with the fee changes, you have the right to reject the change by canceling the applicable Paid Service before your next payment date.

12.5. Chargebacks

‍If you contact your bank or credit card company to decline, chargeback or otherwise reverse the charge of any payable fees to us (“Chargeback”), we may automatically terminate your Account. If you have questions about a payment made to us, we encourage you to contact customer support before filing a Chargeback. We reserve our right to dispute any Chargeback.

12.6. Our Payment Processor

‍We use third party payment processors (e.g., Stripe, PayPal) to bill you through a payment account linked to your Account. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, in addition to this Agreement. You agree to pay us, through the Payment Processor, all charges at the prices then in effect for any purchase in accordance with the applicable payment terms. You agree to make payment using the payment method you provide with your Account. We reserve the right to correct, or to instruct our Payment Processor to correct, any errors or mistakes, even if payment has already been requested or received.‍

13. CONFIDENTIALITY‍

13.1. Confidential Information

‍Each Party acknowledges that, as a result of this Agreement, it may gain access to certain Confidential Information of the other Party. “Confidential Information” means the Order Form(s), and all materials, documentation and information, including, but not limited to, techniques, algorithms and processes and technical, business and marketing information, designated or marked by the Party disclosing such documentation and information orally, visually or in writing (the “Disclosing Party”) as “proprietary” or “confidential” or the like, or that the other Party (the “Receiving Party”) knows to be confidential, or should reasonably consider being confidential under the circumstances of its disclosure, supplied by the Disclosing Party to the Receiving Party in connection with this Agreement. 

13.2. Protection of Confidential Information

‍During the Term and for a period of four (4) years thereafter, each Receiving Party agrees (a) to hold the Disclosing Party’s Confidential Information in strict confidence, using the same degree of (but no less than reasonable) care and protection that it exercises with its own Confidential Information of a similar nature; (b) not to directly or indirectly disclose or otherwise make available any Confidential Information of the Disclosing Party to a third party; and (c) not to copy or use Disclosing Party’s Confidential Information for any purpose other than as necessary to fulfill Receiving Party’s obligations or exercise its rights under this Agreement. Each Party will disclose the other Party’s Confidential Information only to its employees and authorized contractors with a need to know in order to fulfill such Party’s obligations hereunder and who have been informed of and have agreed to abide by the provisions of this Section 13. In addition, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent that such disclosure is approved in writing by the Disclosing Party or is required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure. 

13.3. Exclusions

‍The obligations of this Section 13 will not apply to Confidential Information if such information: (a) is publicly available prior to or at the time of disclosure, or later becomes publicly available through no act of the Receiving Party; or (b) was, prior to disclosure hereunder, rightfully known to the Receiving Party (other than in connection with this Agreement) without confidentiality restriction. ‍

14. PROPRIETARY RIGHTS‍

14.1. Ownership

‍Except as specifically set forth herein, each Party shall retain all Intellectual Property rights in such Party’s respective Content. As between Customer and Popup, Customer (or Customer’s licensors) own all right, title, and interest in and to Customer Content. Except as provided in this Agreement, Popup obtains no rights under this Agreement from Customer (or Customer’s licensors) to Customer Content. Customer shall have no ownership right to the Popup Content or any Intellectual Property Rights or technology of Popup or any third party, whether by implication, estoppel, or otherwise. Popup (and its licensors) owns, and will own, all right, title and interest in and to the Popup Content. Customer hereby agrees to take all reasonable actions to allow and assist Popup to perfect its ownership rights therein. Popup reserves all rights not expressly granted to Customer under this Agreement. To the extent Customer or any of its Affiliates receive any right, title or interest in or to any Popup Content, or any Intellectual Property Rights in any of the foregoing, Customer hereby assigns, and Customer shall cause its Affiliates to assign, to Popup all such right, title and interest. 

14.2. References to Customer

‍Unless Customer requests otherwise by providing Notice to Popup, Popup may use Customer’s trade names, trademarks, service marks, logos, domain names and other distinctive brand features (“Customer Marks”) in presentations, marketing materials, customer lists, financial reports, and website listings (including links to Customer’s website) for the purpose of advertising or publicizing Customer’s use of the Software and/or Service. Any such usage of Customer Marks shall be in accordance with Customer’s trademark guidelines.

15. TERM AND TERMINATION
‍
‍Either of us can end this agreement at any time.This Agreement will remain in effect until terminated by either you or us. You may terminate this Agreement at any time via the Services. We reserve the right to change, suspend or discontinue, or terminate, restrict or disable your use of or access to, parts or all of the Services or their functionality at any time at our sole discretion and without notice. For example, we may suspend or terminate your use of part or all of the Services if you violate these Terms or our Acceptable Use Policy. We will endeavor to provide you reasonable notice upon suspending or terminating part or all of the Services. All sections of this Agreement that by their nature should survive termination shall survive termination, including without limitation the following sections in these Terms and any similar sections or provisions in the rest of this Agreement:  Content you Post, Property Rights, Warranties, Liability for our Services, Indemnification.

16. INDEMNIFICATION

‍If you do something that gets us sued, you’ll cover us.To the fullest extent permitted by law, you agree to indemnify and hold harmless Popup and its affiliates and its and their directors, officers, employees and agents from and against all damages, losses, liabilities, costs, claims, demands, fines, awards and expenses of any kind (including without limitation reasonable attorneys' fees and costs) (collectively, "Losses") arising out of or related to: (a) your breach of this Agreement; (b) your User Content, Your Sites and Your eCommerce; (c) any claims by, on behalf of or against your End Users; (d) your violation of any law or regulation or the rights or good name of any third party; and (e) any claims from tax authorities in any country in relation to Your eCommerce operations, including without limitation your sales to individual consumers and other operations for which Popup may be held jointly and severally liable. Your indemnification obligations under this Section shall not apply to the extent directly caused by our breach of this Agreement or, where you are an EU Consumer, to the extent that the consequences were not reasonably foreseeable.

17. WAIVER, SEVERABILITY AND ASSIGNMENT

‍Our failure or delay to enforce any provision of this Agreement is not a waiver of our right to do so later. If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not delegate, transfer or assign this Agreement or any of your rights or obligations hereunder without our prior written consent, and any such attempt will be of no effect. We may delegate, transfer or assign this Agreement or some or all of our rights and obligations hereunder, in our sole discretion, to any of our affiliates or subsidiaries or to any purchaser of any of our business or assets associated with the Services, with thirty (30) days prior written notice. If you are an EU Consumer, we will ensure that the delegation, transfer or assignment does not adversely affect your rights under this Agreement.

18. MODIFICATIONS

‍We may modify this Agreement from time to time, and will post the most current version on our site. If a modification meaningfully reduces your rights, we’ll notify you (by, for example, sending you an email or displaying a prominent notice within the Services). The notice will designate a reasonable period after which the new terms will take effect. Modifications will not apply retroactively. By continuing to use or access the Services after any modifications come into effect, you agree to be bound by the modified Agreement and price changes. If you disagree with our changes, then you must stop using the Services and cancel all Paid Services.

19. EVENTS BEYOND OUR CONTROL

‍We are not in breach of this Agreement or liable to you if there is any total or partial failure of performance of the Services resulting from any act, circumstance, event or matter beyond our reasonable control. This may include where such results from any act of God, fire, act of government or state or regulation, war, civil commotion, terrorism, insurrection, inability to communicate with third parties for whatever reason, failure of any computer dealing or necessary system, failure or delay in transmission of communications, failure of any internet service provider, strike, industrial action or lock-out or any other reason beyond our reasonable control. 

20. GOVERNING LAW

‍This Agreement will be governed by the laws of the State of Delaware. The parties agree that the exclusive jurisdiction of any dispute arising from this Contract shall be heard and determined by the competent jurisdiction of the courts in Delaware, without giving effect to the principles of conflict of law. 

‍CONTACT INFORMATION

‍Questions about this Terms of Service should be sent to us at legal@popup.store