Terms of Service

Popshop Live Terms of Service

CommentSold Technologies, LLC d/b/a Popshop Live – General Terms (United States)

Last updated: July 18th, 2023

Your use of the Services and/or your registration with us constitutes your agreement to these Terms of Services, our Privacy Policy, our Community Guidelines, FAQs, and other policies that we promulgate from time to time (collectively, the “Agreement”). These Terms of Service are a legal agreement between you and Popshop. These Terms of Service specify the terms under which you may access and use our website located at popshoplive.com (the “Site”) and e-commerce application (the “App,” together the Site and the App shall be referred to as the “Services”). The Agreement is subject to change at any time, without prior notice. You are responsible for reviewing the Agreement on a regular basis. The Agreement applies to all visitors and all who access our Services.

To make these Terms of Service (the “Terms of Service”) easier to read, we will sometimes refer to CommentSold Technologies, LLC (d/b/a Popshop Live and Popshop) as “Popshop”, “our”, “we”, or “us”, and we will refer to a user who visits or creates an account on Popshop as “User” or “you” or “yours.” In some instances when describing interactions between Users we will differentiate between “buyer” Users (each, a “Buyer”) and “seller” Users (each, a “Vendor”).

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

This Agreement also includes information as to your responsibilities, how you, and Popshop may change or end this Agreement, what to do if there is a problem, and important information about insurance, liability, and legal rights.

We respect the privacy and security of our users. You understand that by using our Services, you give consent to the collection, use, and disclosure of our personally identifiable information as well as any non-personally identifiable information, as described in more detail in our Privacy Policy.

PART 1 – ROLES AND RESPONSIBILITIES, FEES, AND PAYMENT

This part describes each party’s role and responsibilities under the Agreement. This includes Vendor’s obligations in relation to the price and quality of Items (as defined below).

This part also sets out how the fees and charges are calculated, including the fees payable to Popshop, the amount that Vendor receives, and the circumstances where Vendor is responsible for the cost of refunds provided to Vendor’s customers.

1 SERVICES

1.1 General description

1. The Services provide a platform where Vendors can livestream and/or post videos to sell their products (“Items”) to Buyers.

2. Our Services have several types of users:

1. Visitors. Visitors to our Site, as the term implies, are people who do not register for an account, but want to explore the Services for informational purposes. No login is required for visitors to the Services. Visitors can access all publicly available content and features of the Services and can contact us using the contact link on the Services.

2. Registered Users and Accounts. In order to become a Vendor and/or a Buyer, you must establish an account with us. Popshop is under no obligation to accept any individual or entity as an account holder and may accept or reject any registration in our sole and complete discretion.

3. To create an account, you or your authorized representative will be prompted to create a password and user name (“Popshop User ID”) and perhaps provide certain additional information that will assist in authenticating your identity when you log-in in the future (collectively “Login Credentials”).

4. You may not transfer your account to anyone else without our prior written permission. When creating your account, you must provide true, accurate, current, and complete information about yourself. Each Popshop User ID and corresponding password can be used by only one individual.

5. You are responsible for maintaining the confidentiality of your account Login Credentials. You are fully responsible for all activities that are associated with your account (including but not limited to any Purchases (as defined below), use of the Services, or communications from your account to Popshop).

6. You agree to immediately notify us of any unauthorized use or suspected unauthorized use of your account or any other breach of security.

1.2 Restrictions

1. The Services are available only to individuals aged 13 years or older. If you are 13 or older, but under the age of majority in your jurisdiction, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it. If you are under the age of 13, you may use the Services only with the consent of your parent or guardian.

2. We reserve the right, in our sole and absolute discretion, to deny you access to the Services, or any portion of the Services, including by closing or disconnecting your account, without notice and without reason.

1.3 Promotional activities

1. As part of the Services, Popshop and our subsidiaries, affiliates, agents, nominees, licensees, successors and assigns, and those acting with our authority (collectively, “Affiliates”) may display the availability of Vendor’s Items on the Popshop App. Popshop and its Affiliates may also promote Vendor’s Items in various ways, such as on Popshop and its Affiliates’ social media channels, websites, online and print advertisements, and blogs.

2. Vendor understands that:

1. Popshop is not obliged to display Vendor’s shows or Items on the Popshop App at all times;

2. Popshop is not obliged to promote Vendor’s Items; and

3. Popshop may remove Items from the App in the circumstances described in this Agreement.

3. Popshop may authorize Vendor to use automated tools that allow Vendor to feature Promotions to Vendor’s customers through the Popshop App. Vendor is exclusively responsible for fulfilling and, subject to technical and functional limitations of the automated tools, defining the Promotions (as defined below) offered by Vendor to its customers. Popshop, via the Payment Processor (as defined below), may deduct the costs of the Promotions (as defined below) from Vendor’s payment.

1.4 Reporting

1. As part of the Services, Popshop will provide the following information to Vendor:

1. aggregate information regarding the number of Items and revenue (if applicable) sold by Vendor to Vendor’s customers via the Popshop App;

2. for Items, information regarding the commission and fees paid by Vendor to Popshop;

3. customer names and shipping addresses; and

4. information regarding any refunds given to Vendor’s customers where the cost of such refunds was wholly or partially deducted from payments owed to Vendor in the reporting period, including the date of the transaction, the Item ordered, and the reason for the refund.

2 YOUR ACKNOWLEDGEMENTS

1. You acknowledge and agree that any materials provided to you by Popshop in connection with the Popshop App and/or Services are Popshop’s confidential and proprietary information. These materials may include information on category, hashtags, and case studies.

2. You acknowledge and agree that Popshop will use various tools from time to time to manage the Services with a view to ensuring the efficient operation of the Services for all participants.

3. Vendor acknowledges and agrees that Popshop does not make any guarantee in relation to the number of Items Vendor will sell via the Popshop App or the number, or geographic location, of users of the Popshop App that will see Vendor or Vendor’s Items on the Popshop App.

3 USER CONTENT & LICENSES

1. The Services allow Users to post, upload, and/or livestream content such as videos, photos, images, text, graphics, and other materials (collectively, “User Content”). Even if you are not a Vendor, as a Buyer you may have the opportunity to post User Content such as comments, product reviews, or other materials.

2. You expressly acknowledge and agree that once you submit your User Content for inclusion into the Services, there is no confidentiality or privacy with respect to such User Content, including, without limitation, any personally identifying information that you may make available.

3. You, and not Popshop, are entirely responsible for all your User Content that you upload, post, livestream, e-mail, or otherwise transmit via the Services.

4. Popshop is not obligated to publish any User Content on our Services, and we reserve the right to remove any User Content at any time in our sole discretion, with or without notice.

5. You retain all copyrights and other intellectual property rights in and to your own User Content. You do, however, hereby grant us and our sublicensees a non-exclusive, royalty-free, freely sublicensable, perpetual, irrevocable license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit (including for profit) your User Content and all intellectual property and moral rights therein throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised, subject to certain limitations related to Vendor Marks (as defined below).

6. To the extent any Vendors’ name, trademarks, trade names, service marks, and/or logos (“Vendor Marks”) are published or displayed on the Services as part of its User Content (including, but not limited to, in connection with the sale of its products), the Vendor hereby grants Popshop and our sublicensees a non-exclusive, royalty-free, freely sublicensable, perpetual license to copy, transmit, format, distribute, publicly display, publicly perform, and otherwise use such Vendor Marks solely in connection with our provision of the Services and operation of the Site and the App. Vendors represent and warrant that the Vendor Marks are owned by the Vendor or that the Vendor has all rights necessary to grant us the foregoing license, and that the Vendor Marks, and their use by Popshop as permitted herein, do not and will not infringe or misappropriate the intellectual property rights of any third party.

7. If you submit User Content to us, each such submission constitutes a representation and warranty to Popshop that:

1. you have received all necessary releases and consent from all individuals that appear in the User Content, and

2. such User Content is your original creation (or that you otherwise have the right to provide the User Content), that you have the rights necessary to grant the license to the User Content under the prior paragraph, and that the User Content and its use by Popshop and our content partners as permitted by this Agreement does not and will not infringe, misappropriate, or otherwise violate the intellectual property rights, moral rights, or rights of privacy or publicity of any person, or contain any libelous, defamatory, or obscene material or content that violates this Agreement.

You agree to defend, indemnify, and hold us, our Affiliates, and our and their respective owners, members, officers, directors, employees, agents, successors, licensees, licensors, and assigns harmless from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of the representations and warranties in this paragraph.

4 PERSONAL RELEASE

1. As a Vendor, you understand that Popshop wishes to obtain the right to record and use your name, image, picture, photograph, biography, likeness, voice, performance, and/or other personal identification provided by you to Popshop, whether as part of your contributed User Content or otherwise (collectively, the “Material”), on videotape, film, or any other audio and/or visual medium for use in connection with promoting Popshop, the Services, and Vendor (“Promotion(s)”).

2. As such, Vendor grants Popshop and our Affiliates, the unrestricted, absolute, perpetual, worldwide right to record, reproduce, copy, edit, add to, subtract from, modify, use, reuse, display, perform, exhibit, distribute, transmit, exploit, and/or broadcast the material, without limitation, in and in connection with the Promotion in any manner, in whole or in part, alone or in combination with any other images or videos, in any media now known or hereafter devised. Such use may also include advertising and Promotion in any manner or media in connection with the Promotion.

3. Vendor agrees that Popshop has no obligation to use any of the material, or to exercise any right granted herein, and that Vendor may not enjoin any exploitation of the Promotion as provided above. If Popshop uses material for Promotion, Vendor acknowledges that its right to access and use the Services as granted in this Agreement shall be the sole compensation and consideration. Vendor shall not be entitled to any additional compensation hereunder, including, but not limited to, in the event Popshop commercializes the material or the Promotion.

4. Vendor hereby unconditionally and forever releases, indemnifies, and holds harmless Popshop and our Affiliates from any and all liability, claims, or actions that arise from use of the material, or that Vendor or Vendor’s heirs, executors, administrators, or assigns may have or claim to have in connection with use of the material as described herein, and Vendor agrees not to sue or bring any proceeding against any of those parties for any claim or cause of action, whether presently known or unknown, including, but not limited to actions for defamation, invasion of Vendor’s rights to privacy, publicity or personality or any similar matter, or based upon or relating to the exercise of any of the rights referred to herein.

5 BUYER PURCHASE TERMS

5.1 Order Acceptance

1. Buyers may place orders for Vendors’ products through our Services (each, a “Purchase”). The receipt of an order number or an email order confirmation does not constitute Popshop’s or any Vendor’s acceptance of an order or a confirmation of an offer to sell. Vendors and Popshop reserve the right to refuse service to any Buyer or cancel an order for any reason.

2. Verification of information may be required prior to the acceptance of an order.

3. Prices and availability of products are subject to change without notice.

4. Buyers agree that by placing an order through the Services, you are entering into a binding contract and agree to pay all charges that may be incurred by you or on your behalf through the Services, at the price(s) in effect when such charges are incurred including, without limitation, all shipping and handling charges. In addition, you remain responsible for paying any taxes that may be applicable to your Purchases. Your total price will include the price of the product(s) plus any applicable sales tax, shipping and handling or other applicable fees.

5.2 Shipping – Risk of Loss

1. Popshop is not liable for any damages (including, without limitation, any incidental or consequential damages) arising from a the failure of a Vendor or any shipping carrier, or a contractor engaged by the Vendor or shipping carrier to deliver or delay in delivering products Purchased through the Services.

2. Title and risk of loss to the products will pass to Buyer upon delivery by Vendor to the shipping carrier.

5.3 Errors

1. All descriptions, images, references, features, content, specifications, and prices of products described or depicted on the Services are subject to change at any time without notice. Certain weights, measures, and other descriptions are approximate and are provided for convenience purposes only. From time to time, there may be information on the Services that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, product prices, Promotions, offers, and availability. Popshop and Vendor each reserve the right to correct any errors, inaccuracies or omissions, and to change or update information, or cancel orders, if any information on the Services is inaccurate at any time without prior notice, even after Buyer has received an order confirmation or shipping notification.

2. The inclusion of any products on the Services does not imply or warrant that these products will be available. Vendors reserve the right to revise their product offerings and/or discontinue products at any time without notice. Vendors and Popshop also reserve the right to limit quantities purchased, and to revise, suspend, or terminate an event or Promotion at any time without notice (including after an order has been submitted or acknowledged).

5.4 Payment

1. Buyers shall pay all applicable purchase prices, Taxes, shipping and handling, processing, and other fees in connection with products purchased in the manner specified on or selected through the Services.

2. Payment is due immediately upon making a Purchase.

3. By making a Purchase, Buyer is authorizing our payment processor, Stripe, Inc. (“Payment Processor”), to collect the amounts described in Section 5.4(1).

4. By using the Services to make Purchases, Buyer agrees to Payment Processor’s Services Agreement available at https://stripe.com/legal/ssa. Popshop is not a party to your agreements with Payment Processor and does not act as a payment processor in any respect. Accordingly, Popshop is not liable to you for any payment processing or other transactions, or any liability resulting therefrom.

As a condition of using payment processing services through the Payment Processor, you agree to provide Popshop and Stripe with accurate and complete information about yourself. You agree that Popshop, Stripe, and Vendors may use your’ personal information, including payment data, for purposes of providing payment services in accordance with Popshop’s Privacy Policy.

Do not share your payment card, bank account or other financial information with any other person. We expressly disclaim any liability to you, and you agree to hold us harmless for any damages you may suffer as a result of the disclosure of your personal financial information to any unintended recipients.

5.5 User Participation

1. Popshop reserves the right, in our sole and absolute discretion, to deny a User access to the Popshop App, including viewing shows, purchasing, and commenting.

2. Popshop and the Vendor at any time can block a User, which will delete all of that User’s comments and mute User’s participation in a show. A User will still be able to view the show.

6 VENDOR TERMS

6.1 Approved Items

1. Vendor is only allowed to offer an Item for sale via the Popshop App if that Item, or category of Items, is approved by Popshop.

2. Inappropriate Items include people, animals of any size, items prohibited by law or regulations, tobacco, alcohol (unless otherwise agreed in writing with Popshop), graphic sexual content/nudity, endangered species, controlled substances (including CBD), dangerous or unsafe items (such as weapons, explosives, flammables, or other hazardous materials), items subject to product recalls, knockoff, lookalike, fraudulent, or stolen goods, goods that violate the intellectual property or other rights of third parties (including through the unauthorized use of trademarks, trade names, trade dress, images, likenesses or voices of others), products that require restrictions/age limits, sexual wellness, any items purchased by you as a Buyer on another Popshop show, or any Items that Vendor does not have permission to sell or ship (each, an “Inappropriate Item”).

3. Popshop may remove Items from the Popshop App if the Item is not an approved Item or part of an approved category of Items, is an Inappropriate Item, or if Popshop discovers an Item has been approved in error.

6.2 Quantity, Type and Price of Items

1. Vendor is responsible for determining the quantity and type of Items Vendor makes available via the Services.

2. Popshop may provide information to Vendor regarding predicted customer demand. Vendor is not required to act on this information, and Popshop does not make any representation that the predicted customer demand will be met. It is Vendor’s responsibility to assess the predicted customer demand and determine the quantity and type of Items Vendor wishes to make available via the Services.

3. Vendor is responsible for setting the retail price (“Retail Price”) for each Item that Vendor makes available via the Services.

6.3 Quality of Items

1. Vendor is responsible for ensuring that Items are appropriate for sale via the Services. This includes ensuring that Vendor’s:

1. delivery Items are packaged appropriately for delivery (including any additional protection necessary based on the nature of the Item); and

2. Items meet all requirements under law and this Agreement.

2. Without limiting Section 6.3(a), Vendor agrees that Vendor is solely responsible for:

1. determining the criteria that apply to Vendor’s Items, such as any quality, portion, size, materials, and other criteria that apply to Vendor’s Items;

2. ensuring that Vendor’s meet those criteria when those Items are made available via the Services;

3. ensuring that the description of Vendor’s Items, and any photographs of Vendor’s Items that Vendor makes available on the Services are (and continue to be) accurate and not misleading and do not contain content that infringes the rights of others;

3. Popshop may remove Items from the Services if Popshop, acting reasonably, determines that: (A) the description of the Items, or any photographs of the Items, that Vendor makes available on the Popshop App are inaccurate or misleading or violate the rights of third parties; or (B) the Items contain or may contain Inappropriate Items under Section 6.1(b); and

4. Vendor hereby represents and warrants to Popshop and to Buyers that products sold or offered through our Services (i) are and shall be manufactured, packaged, and labelled (including in product descriptions on the Services) in accordance with all applicable federal, state, local, and international laws, rules, and regulations, (ii) are not and will not be adulterated or misbranded, and (iii) shall be free from defects in materials, workmanship, and fabrication. Popshop does not make any representations or warranties regarding the products. Vendor further represents and warrants that it will at all times comply with this Agreement and all applicable laws, rules, and regulations.

3. Popshop is not responsible for any descriptions, photographs, assurances of quality or performance of any of Vendor’s Items.

6.4 Vendor User Content, including Product Descriptions

Vendor represents and warrants to Popshop that any claims about products made by Vendor or contained in Vendor’s User Content have been substantiated and comply with all applicable laws, rules, and regulations including FTC guidelines and other consumer protection laws and regulations.

Vendor is required to make accurate descriptions of any Items sold or offered through the Services. Any images used in an Item’s description must accurately reflect the goods sold and should not violate the intellectual property or other rights of third parties.

Where applicable, customers must comply with any applicable product labeling requirements, including California’s Proposition 65, which relates to warnings about exposures to chemicals that have been designated by the State of California as carcinogens or reproductive toxins. To see more information to determine if a Vendor’s items must display a warning pursuant to Proposition 65, please visit this California Proposition 65 Web site.

6.5 Orders – Shipping

1. Orders are placed by Buyers with Popshop. Popshop shall receive the order information and the Buyer’s shipping information. Popshop shall provide Vendors with shipping labels if the Vendor elects for Popshop shipping. When Vendor posts or livestreams User Content, the Vendor may remain open for a period of time following the livestream as determined by Vendor (the “Open Shipping Period”), during which time Buyers may make Purchases using Popshop shipping and such purchases may be combined into one shipment.

2. Vendors are required to use reliable third-party carriers to deliver products to Buyers. Buyers are responsible for the shipping fee listed by the Vendor. Vendors are responsible for paying the actual shipping cost to the carrier. Vendor shall ship all Shop orders directly to Buyers within 5 days of conclusion of the later of: (1) corresponding Vendor live show; and the (2) the expiration of the Open Shipping Period.

3. Other than the limited information necessary to make shipments, all Buyer information shall be held exclusively by Popshop, in accordance with our Privacy Policy, and Vendor shall not have the ability to communicate with Buyers without going through Popshop. Vendor may contact Popshop for any questions about the order, and Popshop will communicate with the Buyer to provide answers to Vendor if necessary.

4. Popshop strongly urges Vendor to obtain and maintain insurance for Vendor’s shipments. Popshop is not liable for any shipment issues.

5. It is Vendor’s responsibility to print, scan and package so there is no damage. If a package gets lost or a claim needs to be filed, it is Vendor’s responsibility.

6.6 Returns and Refunds

1. All sales are final, and we do not accept returns or provide refunds, except for defective or incorrect Item(s),which can be returned for a refund subject to Sections 6.6(2) and 6.6(3) below. Vendors may provide return or refund policies that provide better terms than provided here but may not provide terms that are worse for the Buyer or that provide additional restrictions beyond those specified here.

2. As between the Buyer and Vendor, any returns or refunds for defective or incorrect Item(s) shall be at Vendor’s discretion, unless Popshop at its reasonable discretion determines that a return, refund, or replacement is required. Vendor is required to cover any costs of return for defective or incorrect items. Vendor may require the Buyer to cover the cost of shipping for returns or exchanges that are not due to defective or incorrect goods. Popshop shall not be responsible for any such costs. Popshop will facilitate customer service if requested. Popshop is unable to accept any product; all orders must be returned to Vendor.

3. When a refund is due, Popshop, via Payment Processor, will apply refunds to Buyers on Vendor’s behalf (or Vendors may provide credits to Buyers if acceptable to Buyers). In circumstances where Vendor may be responsible for the costs of refunds for Items to Vendor’s customers, Vendor agrees that if Popshop, acting reasonably, determines that Vendor is responsible for the cost of a refund, Vendor will be responsible for the costs of the refunded Item (or partial costs if only part of the Item was refunded). Popshop, via Payment Processor, may deduct these costs from the payment owed to Vendor under this Agreement. If Vendor believes that Popshop has deducted the cost of any refund from Vendor in error, Vendor may dispute the deduction by contacting [email protected] and reporting Vendor’s issue. If Vendor disputes a deduction, Popshop will consider the dispute reasonably, taking into account any information provided by Vendor about the circumstances related to the refund. Vendor will not be held responsible for the cost of the relevant refund if Popshop believes, acting reasonably, that Vendor is not at fault.

6.7 No Circumvention

1. All Shop orders are passed through Popshop, and Popshop disseminates to Users only the necessary information for Users to purchase, ship, and receive products, and Popshop provides no additional information about any other Users. Neither Vendors nor Buyers may circumvent the Services to transact directly with one another, and we may suspend accounts that we suspect, in our sole discretion, are intentionally circumventing the Services.

6.8 Performance Standards

1. Popshop cares deeply about customer satisfaction. Accordingly, we reserve the right to track and measure Vendors’ use of the Services and performance in accordance with this Agreement. We reserve the right to track order fulfillment, Buyer complaints, shipping times, cancellation/request for return rates and chargebacks, backorder issues, and related logistics and performance issues. These metrics help us determine whether a Vendor is meeting our and our Buyers’ expectations. If we determine, in our sole discretion, that Vendor is not meeting our performance standards, is in violation of this Agreement, or for other reasons, we reserve the right to suspend or remove Vendor’s account from the Services.

6.9 Vendor Conduct

1. Popshop aims to be a safe and productive community for all Users, including Buyers and Vendors, to interact, sell and shop in an inclusive, fun, and safe way. We want our Vendors to be able to express themselves, sell their Items, and interact in the community on Popshop in a way that allows Vendors and the wider community to thrive.

2. Popshop takes the safety and trustworthiness of our community and its members seriously, and any attempt to violate or harm other community members, including other sellers and/or their content, is not allowed. Popshop reserves the right to suspend or terminate any account, as well as pause and remove any User Content that we deem to negatively impact the community, including our Buyers and other Vendors, whether or not the behavior has been explicitly prohibited.

3. Your conduct and any content you share on Popshop should not:

– Break any laws, including all applicable local, national, and international laws or promote or encourage others to do so. This applies to participating in other live shows, your own live shows, any product listings, and any other activity on Popshop.

– Contain nudity or depict pornography and/or sexual acts.

– Be meant to deceive, intentionally mislead, or intentionally mimic or harm a person, brand, or a product.

– Give endorsements or refer to specific artists, persons of interest, or celebrities in any manner, unless you have received an official endorsement from such persons.

– Send customers intentionally away from Popshop for any commerce related purpose. For example, do not direct Popshop viewers to visit your website or another marketplace to buy products at lower prices.

– Infringe on other Vendors’ intellectual property (“IP”). Unless you have obtained permission from all relevant parties, do not play music or include images, artwork, or other audiovisual works in your livestreams. The content, brand, and work of other sellers on Popshop is their IP and should not be used without their permission.

– Be emotionally exploitative, controversial, shocking, or likely to cause your viewers and/or other Vendors’ distress.

– Be insensitive to others in the Popshop community. For example, do not use phrases that are discriminatory, prejudiced, sexist, or racist or that are biased against another based on their attributes such as their race, ethnicity, national origin, sex, gender identity, gender expression, sexual orientation, religious affiliation, or disabilities . Do not make sexual advances towards other Users.

– Bully, threaten, or intentionally damage another member of the community.

– Be obscene, defamatory, libelous, abusive, harassing, invasive, or otherwise illicit.

– Endanger your personal safety and well-being or the safety and well-being of others, including the release of personal information about other members of the community or threats to do so.

– Depict violent or graphic imagery, or encourage, promote, or evoke violent acts.

– Do not demonstrate or encourage antisocial or nuisance behaviors.

– Make claims about products either express or implied that are not supported (saying a product is brand new when it is really used). Vendor can always provide Vendor’s personal opinion, but any claim that could be taken as facts should be substantiated.

– All claims that relate to Vendor’s product characteristics (performance, product specifications (e.g., item dimensions, weight, etc.), and condition) must be accurate.

6.10 Application Programming Interface (API)

1. If Vendors utilize any Application Programming Interfaces provided by Popshop or its affiliates, Vendors are consenting to the Application Programming Interface Addendum, below.

7 FEES AND PAYMENT

7.1 Payment for Items

If applicable and the Vendor is using PSL Pay (the “PSL Pay Service”), please see the terms outlined in Addendum #1, The PSL Pay Service Addendum, which shall govern payments made through the PSL Pay Service.

Otherwise, the following terms shall apply:

1. Subject to Section 7.3, our Payment Processor collects payments from Buyers and transfers those payments to Vendors (a “Payout Transaction”) upon confirmation of shipping, less any Fee (and for those who have opted into Popshop shipping, less any shipping costs to the carrier above the amounts paid by the Buyer) due to Popshop outlined in Section 7.2.

2. The amounts available for Payout Transactions may be reflected in the Service as the Vendor’s Popshop account balance. It is Vendor’s responsibility to ensure that all information provided is accurate for a proper transfer. Popshop may be unable to recover money transferred to an improper account based on the information provided by Users. Vendor should review the Payment Processor’s terms and conditions. Vendor will be subject to and must comply with Payment Processor’s terms and conditions.

3. To receive payment, Vendor must:

1. share the necessary payment account details with Popshop to enable Popshop, via Payment Processor (if applicable and required by Popshop), to send Vendor payments;

2. maintain active payment accounts to receive payment for sales, and must provide current, complete, and accurate information for their payment accounts, and promptly update all information to keep such payment account information current, complete, and accurate; and

3. Vendor must promptly notify us if Vendor becomes aware of a potential breach of security, such as the unauthorized disclosure or use of Vendor’s payment account.

7.2 Fees

1. In exchange for the Services provided by Popshop, as described in this Agreement, Vendor agrees to pay Popshop a service fee (collectively, the “Fee”) on each order placed with Vendor via the Services.

2. Popshop will calculate the Fee on each order placed with Vendor via the Services as follows:

1. the Retail Price of the Item(s) sold by Vendor via the Services (excluding any shipping costs and sales tax) (the “Item Revenue”);

2. multiplied by the Fee.

7.3 Remittance of Item Payment

1. Popshop, via Payment Processor if applicable, will remit to Vendor the total Item Revenue earned by Vendor, less: (i) the Fee; and (ii) the cost of any refunds given to Buyer on Vendor’s behalf (such final remitted amount being the “Item Payment”).

2. The Item Payment will be remitted to the Vendor after shipping confirmation is received and the Vendor has requested a payout.

7.4 Taxes

In relation to the Items sold by Vendor via the Services:

1. Vendor is the ‘retailer’, ‘provider’ or ‘seller’ of all Items for sales tax purposes;2. Vendors are responsible for determining, collecting, reporting, and remitting or paying all applicable Taxes. In some jurisdictions, we may be required to collect, remit and report certain sales Taxes to applicable government agencies with respect to a Vendor’s sales. “Taxes” are certain taxes, duties, levies, tariffs, fines, and fees that may be required by applicable law to be paid, collected and/or remitted to governmental agencies, and other similar municipal provincial or state, federal and or national indirect or other withholding and personal or corporate income taxes.

3. Vendors are solely responsible for independently maintaining the accuracy of any record submitted to any tax authority including any information derived from the use of the Services, including the Payment Services. We specifically reserve the right to report any activity occurring using the Services as required under applicable law or as deemed appropriate by us.

4. Our fees are exclusive of any applicable taxes, except as expressly stated to the contrary.

7.5 Auctions

1. Popshop requires that Buyers read, accept, and then follow the below terms and conditions prior to bidding in an auction hosted by a Vendor on Popshop.

2. Bidder Eligibility: To be eligible to bid on an auction Buyer must have a valid Popshop account in good standing, along with an acceptable payment method on file. Buyer must also be compliant with all the terms of this Agreement.

3. Auction Close: When an auction closes, the highest bidder has won the auction. Vendor is responsible for when to close an auction. When an auction closes, the highest bidder at the time of close has won the auction, and the item is sent to them for purchase.

4. Buyer’s bid is a contract between Buyer, the bidder, and Vendor. When Buyer bids on an Item during an auction, Buyer enter a contractual agreement to purchase that Item from the Vendor if Buyer entered the winning bid when the Vendor closes the auction. Buyer is the winning bidder if Buyer’s bid is the highest bid and Buyer’s bid is not cancelled or removed by Vendor.

5. Payment Terms: If Buyer wins an auction by placing the highest bid, Buyer agrees to pay Vendor the amount of Buyer’s winning bid plus any applicable taxes along with shipping or delivery charges.

6. Vendor Specific Terms: When Buyer enters a livestream with an auction and place a bid, Buyer is agreeing to any specific and additional terms and conditions imposed by Vendor, excluding cases in which any specific Vendor terms would violate any laws or conflict with the Agreement.

7. All Bids are Final: Once Buyer has entered the auction, placed a bid, and Vendor has confirmed the bid, Buyer’s bid cannot be pulled back, unless the completion of the transaction would violate any applicable laws.

8. Auction Changes: Vendor reserves the right to add or remove items from the online auction at any time without notice.

9. Buyers’ failure to comply with these auction policies may result in the Buyer’s account being suspended or terminated.

PART 2 – OWNERSHIP OF MATERIALS, CONFIDENTIALITY AND PRIVACY

This part describes the rights that you and Popshop have in relation to materials made available under this Agreement, including the Services provided to you. It also describes what steps you and Popshop will take to protect confidential information and your obligations with respect to personal data.

8 INTELLECTUAL PROPERTY

1. The Services are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in this Agreement, Popshop and our licensors exclusively own all right, title, and interest in and to the Services, including all associated intellectual property rights. You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services.

2. The Services contains material, such as software, text, graphics, images, and other material provided by or on behalf of Popshop (collectively referred to as the “Content”). The Content may be owned by us or third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws.

3. We and our licensors retain all right, title, and interest, including all intellectual property rights, in and to the Content. You must retain all copyright and other proprietary notices contained in the original Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose.

4. The trademarks, service marks, and logos of Popshop (the “Popshop Trademarks”) used and displayed on the Services are registered and unregistered trademarks or service marks of Popshop. Other company, product, and service names located on the Services may be trademarks or service marks owned by third parties (collectively with Popshop Trademarks, the “Trademarks”). Nothing on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Popshop Trademarks inures to our benefit.

5. Elements of the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.

8.3 Feedback

1. As a registered User of our Services, you may elect to provide us with feedback, comments, and suggestions with respect to our Services (“Feedback”). You agree that Popshop will be free to use, reproduce, disclose, and otherwise exploit any and all such Feedback without compensation or attribution to you.

8.4 Usage Rights and Restrictions

1. Subject to the terms and conditions of this Agreement, Popshop grants you a limited, non-transferable, non-exclusive, license to access and use the Services solely for your personal purposes. Popshop may terminate this license at any time for any reason. Further, when using or accessing the Services, you agree that:

– you will not upload, post, e-mail, transmit, or otherwise make available any User Content, including images, text or other items in a product description, that: infringes any copyright, Trademark, right of publicity, or other proprietary rights of any person or entity; or is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence or illegal activity, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity); or discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information;

– you will comply with all applicable laws in your use of the Services and will not use the Services for any unlawful purpose;

– you will not access or use the Services to collect any market research for a competing business;

– you will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

– you will not interfere with, or attempt to interrupt the proper operation of, the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any Content, data, files, or passwords related to the Services through hacking, password or data mining, or any other means;

– you will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Services;

– you will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Services;

– you will not use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express written permission;

– you will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure;

– you will not allow anyone to access and use your account;

– you will not resell, distribute, or sublicense the Services or use it for the benefit of anyone other than you or your business;

– you will not remove or modify any proprietary markings or restrictive legends placed on the Services; and

– you will not introduce, post, or upload to the Services any Harmful Code (as defined below). As used herein, “Harmful Code” means computer code, programs, or programming devices that are intentionally designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of the Services, or any other associated software, firmware, hardware, computer system, or network (including, without limitation, “Trojan horses,” “viruses,” “worms,” “time bombs,” “time locks,” “devices,” “traps,” “access codes,” or “drop dead” or “trap door” devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Services to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with the operations of the Services.

2. Popshop reserves the right, at any time, to modify, suspend, or discontinue the Services or any part thereof with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services or any part thereof. You are free to stop using the Services at any time.

PART 3 – ALLOCATION OF RISK

This part describes the representations that you and Popshop give to each other and sets out the indemnities provided by each party and the liability of each party.

9 DIGITAL MILLENNIUM COPYRIGHT ACT

1. Popshop respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content or User Content deemed to have been posted or distributed in violation of any such laws.

2. Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:

CommentSold Technologies, LLC

8605 Santa Monica Blvd

PMB 73540

West Hollywood, California 90069-4109

Email: [email protected]

3. If you believe that your work has been copied on the Services in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Services where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number, and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

10 COMMUNICATIONS DECENCY ACT NOTICE

Popshop is a provider of “interactive computer services” as defined under the Communications Decency Act, 47 U.S.C. Section 230, and as such, our liability for defamation, libel, product disparagement, and other claims arising out of any User Content is limited as described therein. We are not responsible for any User Content. We neither warrant the accuracy of the User Content nor exercise any editorial control over User Content, nor do we assume any legal obligation for editorial control of User Content or liability in connection with User Content, including any responsibility or liability for investigating or verifying the accuracy of any User Content.

11 LIMITATION OF LIABILITY

1. The Services, and all content and other information on or accessible from or through the Services are provided by Popshop on an “as is” and “as available” basis without warranty of any kind, either express or implied. Popshop expressly disclaims all warranties, express or implied, regarding the Services, the Content, and all products offered by Vendors through the Services, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, security or accuracy, compliance with laws and regulations, and any warranties arising from course of dealing, course of performance, or usage of trade. Without limiting the generality of the foregoing, Popshop does not warrant that: (1) the information on the Services is correct, accurate, or reliable; (2) the functions contained on the Services will be uninterrupted or error-free; or (3) defects will be corrected, or that the Services or the server that make them available is free of viruses or other harmful components.

2. You understand that Popshop does not manufacture, store, or inspect any of the products sold or offered for placement through our Services. We provide the venue for transactions between Buyers and Vendors. The products are produced, listed, sold, and offered directly by Vendors and purchased by the Buyers from the Vendors. Accordingly, Popshop cannot and does not make any warranties about their quality, safety, or even their legality. As a buyer, any legal claim related to an Item Buyer purchase through the Services must be brought directly against Vendor of the Item. Buyer hereby releases Popshop from any claims related to products provided through our Services, including for defective Items, misrepresentations by Vendors, or Items that caused physical injury or death (product liability claims).

3. In connection with any warranty, contract, or common law tort claims: (i) we shall not be liable for any incidental or consequential damages, lost profits, or damages resulting from lost data or business interruption resulting from the use or inability to access and use the Services, the products, or the Content, even if we have been advised of the possibility of such damages; and (ii) any direct damages, not attributable to personal injuries, that you may suffer as a result of your use of the Services or the Content shall be limited to one hundred united states dollars ($100 USD). Popshop shall not be liable for direct damages that Buyer may suffer as a result of Buyer’s or any third party’s purchase or use of any Item(s).

4. Some jurisdictions, including the state of New Jersey, do not allow the exclusion of certain warranties or limitation of certain liabilities. Therefore, some of the above limitations in this section may not apply to certain Buyers where they are prohibited by law.

5. Nothing in this Agreement shall affect any non-waivable statutory rights that apply to you.

12 INDEMNIFICATION

1. Vendors shall indemnify, defend, and hold harmless Popshop, our Affiliates, and its and their respective officers, managers, partners, employees, and agents from and against any and all losses, civil penalties, liabilities, damages, judgments, costs, and expenses, including reasonable attorney’s fees and court costs, incurred in connection with any proceeding, claim, or action arising out of or related to:

(i) any alleged defect in or injury from Vendor’s Item(s) or any other products liability claim;

(ii) alleged failure of Vendor or Vendor’s Item(s) to comply with this Agreement or any laws, regulations (including California Proposition 65), warranties, guarantees, or representations of Vendor (including with regard to the rights of a third party);

(iii) the sale, shipment, and use of Vendor’s Item(s);

(iv) disputes with other Vendors and Buyers; and

any (v) misuse of the Services.

Popshop reserves the right to select its own counsel and you agree to cooperate with us in the defense of any claims.

13 COMPLIANCE WITH APPLICABLE LAWS.

1. The Services are based in the United States. Currently, Buyers must have a delivery address in the United States to place a bid or make a Purchase. We make no claims concerning whether the Services are accessible, or whether Content may be downloaded, viewed, or be appropriate for use, or Purchases may be made, outside of the United States. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws and regulations of your specific jurisdiction or those jurisdictions that may have authority over the Items that you sell using the Services or over the Buyers who buy Items from you.

14 CONTROLLING LAW

1. This Agreement and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.

2. You agree that: (i) the Services shall be deemed solely based in California; and (ii) the Services shall be deemed a passive web site and service that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California.

15 BINDING ARBITRATION.

1. In the event of a dispute arising between you and Popshop under or relating to this Agreement or the Services (not a dispute between a Buyer and a Vendor) (each, a “Dispute”), either you or Popshop may elect to finally and exclusively resolve the Dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER YOU OR POPSHOP CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All Disputes will be resolved before a neutral arbitrator selected jointly by you and Popshop, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website: www.jamsadr.com. Each of you and Popshop will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 20 below, nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.

16 CLASS ACTION WAIVER

1. You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. You agree that you may bring claims against us only in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

17 EQUITABLE RELIEF

1. You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in Los Angeles, California for purposes of any such action by us.

18 DISPUTES BETWEEN AND AMONG USERS.

1. If there is a Dispute between or among Users of the Services, you agree to initiate the Dispute with Popshop directly. Popshop will take steps to mediate the User Dispute in its sole, reasonable discretion. Popshop will keep each party updated as to the status of Disputes by messaging the parties through the accounts on the Service. Notwithstanding Popshop’s good faith efforts, some Disputes may not be resolved in a manner that satisfies all parties. Popshop’s decision with respect to all Disputes is final. In the event that you have a Dispute with one or more other Users, you release Popshop, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such Disputes and/or our Services.

19 EXTERNAL SITES

1. The Services may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

PART 4 – GENERAL LEGAL PROVISIONS

This part sets out additional standard provisions that describe how this Agreement operates, the laws that apply to this Agreement, as well as defined terms that have special meaning. Importantly, this section also describes what steps Popshop need to take to update this Agreement, as well as your rights if you do not agree with a proposed update.

20 GENERAL PROVISIONS

20.1 Modifications to this Agreement

1. These Terms of Service are effective as of the last updated date stated at the top. We may change these Terms of Service from time to time. Any such changes will be posted on the Services.

2. By accessing the Services after we make any such changes to these Terms of Service, you are deemed to have accepted such changes. Please refer back to these Terms of Service on a regular basis.

20.2 Downloading the App

1. We may make the Services available through the App on the Apple App Store. The following terms apply when you download the App from Apple’s App Store. These terms are in addition to all other terms contained in this Agreement.

2. You acknowledge and agree that (i) this Agreement is concluded between you and Popshop only, and not Apple; and (ii) Popshop, not Apple, is solely responsible for the App and content thereof. Your use of the App must comply with the App Store Terms of Service.

3. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.

4. In the event of any failure of any of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App to you and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. As between Popshop and Apple, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Popshop.

5. You acknowledge that, in the event of any third-party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, as between Popshop and Apple, Popshop, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by this Agreement.

6. You acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as related to your license of the App, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App against you as a third-party beneficiary thereof.

20.3 General provisions

1. Except where expressly agreed in this Agreement, each party is responsible for its own expenses and costs in connection with its performance of this Agreement.

2. Each party is solely responsible for its employees and contractors used in connection with this Agreement.

3. No failure or delay by Popshop in exercising any right or remedy under this Agreement will operate, or be deemed to operate, as a waiver of any such right or remedy.

4. If any provision of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, that provision will be amended and the remainder of this Agreement will remain in full force and effect.

5. This Agreement constitutes the final and complete agreement between you and Popshop regarding the subject matter hereof, and supersede any prior or contemporaneous communications, representations, or agreements between us, whether oral or written, including, without limitation, any confidentiality or non-disclosure agreements.

6. Headings are for convenience only and shall not be used to limit or interpret the meaning of any of the provisions of this Agreement.

7. Terms which by their nature are intended to survive indefinitely shall survive and shall apply to you even if you have canceled your account or stopped using the Services, including, without limitation, the limitations of liability, indemnity, and dispute resolution provisions.

__________________

___________________________________________________________

Addendum #1:

PSL Pay Service Addendum

The following terms are a binding agreement between you and Popshop and govern your use of the PSL Pay Service. The terms set forth herein constitute an addendum (“Addendum”) to the Agreement, including the Terms of Service, between you and us, and accordingly, the Agreement incorporated herein by reference. Your use of the PSL Pay Service is subject at all times to this Addendum and the Agreement. In the event of a conflict between this Addendum and the other terms of the Agreement, the terms of this Addendum shall prevail with respect to the PSL Pay Service.

Payment Processing Through Our Payment Processor

The PSL Pay Service facilitates payments (“Platform Payments”) between you, the Vendor, and your Buyers on the Popshop platform. The PSL Pay Service is offered through Popshop’s payment processing partner, Stripe.

In order to use the PSL Pay Service, you must agree to the Stripe Connected Account Agreement , which includes the Stripe Services Agreement.

By agreeing to the terms of this Addendum, you are agreeing to the creation of an account with Stripe and to be bound by the Stripe Connected Account Agreement and Stripe Services Agreement, as modified by Stripe from time to time.

Popshop is not a party to your agreements with Stripe and does not act as a payment processor in any respect. Accordingly, Popshop is not liable to you for any payment processing or other transactions, or any liability resulting therefrom.

As a condition of receiving payment processing services through Stripe, you agree to provide Popshop and Stripe with accurate and complete information about you and your business, and you authorize Popshop and Stripe to share this information and transaction information related to your use of the payment processing services. You must keep all payment information you provide us up-to-date, accurate and complete. You also must agree to provide all necessary notices to and obtain all necessary rights and consents from your customers to allow Popshop and its service providers, including Stripe, to share and process the customers’ personal information, including payment data, for purposes of providing services.

Popshop may enable you and your customers to make and accept Platform Payments using credit, debit, or prepaid cards, by linking your bank account, or by any other payment method we support. We reserve the right to cancel your ability to make or receive payments with one or more of the payment methods you have authorized in our sole and absolute discretion.

Payment Disputes

All requests for Platform Payment chargebacks, errors, claims, refunds and disputes (“Payment Disputes”) related to you, your account, your transaction activity, or your customers, will be subject to review by Popshop (either directly or in coordination with Stripe) in accordance with the rules applicable to the payment method used to make the Platform Payment, including the Credit Card dispute terms set forth later on in this Addendum. The handling and resolution of all Payment Disputes will be in Popshop’s absolute discretion. By using the PSL Pay Service, you agree to Popshop’s Payment Dispute mechanisms, which will automatically withhold and/or deduct funds from your account when a Payment Dispute is initiated pending review and resolution of such Payment Dispute, and you authorize us to take such actions in your account with or without notice. Popshop is not liable to you under any circumstances for Payment Disputes we are unable to resolve in your favor. We will normally process your valid written Payment Dispute request within thirty (30) days after we receive it, unless a shorter period is required by law. You may file a response to a Payment Dispute by emailing it to support at [email protected]. If you close or deactivate your Account before we adjudicate a Payment Dispute, we will not be able to issue you any amounts you are owed. We will attempt to pay you any Payment Dispute amounts you are owed using the same method the dispute was made, but we cannot guarantee that we will be able to do so if your payment information is inaccurate, incomplete, or has been canceled.

If your actions result, or are likely to result in Payment Disputes, a violation of this Addendum or create other risks to Popshop or our payment processing partners, or if we determine that your account has been used by you or others to engage in deceptive, fraudulent, or illegal activity, then we may permanently withhold any amounts owed to you in our sole discretion. If you have a past due balance due on any account, or for any additional amounts that we determine you owe us, we may, without limiting any other rights or remedies: (a) charge one or more of your payment methods; (b) deduct one or more of your Popshop accounts (c) offset any amounts you owe us against amounts you may be owed; (d) invoice you for amounts due to us, which such amounts will be due upon receipt; (e) reverse or block any credits to your bank account; or (f) collect payment from you by any other lawful means.

Popshop reserves all rights permissible under law to recover payment and all costs and expenses incurred, including reasonable attorneys’ fees, in our pursuit of payments owed to us or liability incurred by us as a result of your use of our PSL Pay Service. You explicitly agree that all communication in relation to delinquent accounts or overdue payments will be made by electronic mail or by phone. Such communication may be made by Popshop or by anyone on its behalf, including but not limited to a third-party collections agent.

Additional ACH Authorization

By using the PSL Pay Service, you authorize us (either acting directly or through Stripe on Popshop’s behalf), where applicable, to make Automated Clearing House (“ACH”) withdrawals from your bank account, and to make any inquiries we consider necessary to validate any dispute involving payments to of from you, which may include ordering a credit report and performing other credit checks or verifying the information you provide us against third-party databases. You authorize Popshop and/or Stripe to initiate one or more ACH debit entries (withdrawals) or the creation of an equivalent bank draft for the specified amount(s) from your bank account, and you authorize the financial institution that holds you bank account to deduct such payments. You also authorize the bank that holds your bank account to deduct any such payments in the amounts and frequency designated in your account.

We may initiate a collection process or legal action to collect any money owed to us. You agree to pay all our costs for such action, including any reasonable attorneys’ fees. Federal law limits your liability for any fraudulent, erroneous, or unauthorized transactions from your bank account based on how quickly you report it to your financial institution.

Use of the PSL Pay Service

Only businesses (including sole proprietors), bona fide charitable organizations, and other entities or persons located in the United States are eligible to use the PSL Pay Service. To register for a Stripe account, you must provide your business or trade name, physical address, email, phone number, tax identification number, URL, the nature of your business or activities, and certain other information about you, including personal information, that Stripe may require. Nothing in this Addendum shall be interpreted as an assurance that Stripe will authorize your account and enable you to use the PSL Pay Service. Your use of Stripe shall be subject at all times to Stripe’s verification, underwriting, business and regulatory, legal and compliance requirements.

You may only use the PSL Pay Service to facilitate bona fide transactions with your customers on the Popshop platform. You may not use the PSL Pay Service to send money to others, to conduct any personal transactions, or for any other purposes prohibited herein.

Only persons aged 18 or older shall be eligible to authorize participation in the PSL Pay Service.

You authorize us to retrieve information about you from our service providers and other third parties, including credit reporting agencies and information bureaus and you authorize and direct such third parties to compile and provide such information to us. You acknowledge that this may include your name, addresses, credit history, and other data about you or your representative. You acknowledge that we may use your information to verify any other information you provide to us, and that any information we collect may affect our assessment of your overall risk to our business. You acknowledge that in some cases, such information may lead to suspension or termination of your account.

Popshop is not a bank and we do not accept deposits, provide loans or extend credit.

Your Relationship with Your Customers

You may only use the PSL Pay Service for legitimate transactions with your customers. You know your customers better than we do, and you are responsible for your relationship with them. Popshop is not responsible for the products or services you publicize or sell, or that your Customers purchase using our services; or if you accept donations, for your communication to your customers of the intended use of such donations. You affirm that you are solely responsible for the nature and quality of the products or services you provide, and for delivery, support, refunds, returns, and for any other ancillary services you provide to your customers.

In providing our PSL Pay Service to you, we have no way of knowing if any particular purchase, sale, donation, order, or other transaction is accurate or complete, or typical for your business. You are responsible for knowing whether a transaction initiated by your customer is erroneous (such as a Customer purchasing one item when they meant to order another) or suspicious (such as unusual or large purchases, or a request for delivery to a foreign country where this typically does not occur). If you are unsure if a transaction is erroneous or suspicious, you agree to research the transaction and, if necessary, contact your customer before fulfilling or completing the transaction. You are solely responsible for any losses you incur due to erroneous or fraudulent transactions in connection with your use of the PSL Pay Service.

Please keep in mind that you are liable for all losses you incur when lost or stolen payment credentials or accounts are used to purchase products or services from you. Popshop does not and will not insure you against losses caused by fraud under any circumstances. For example, if someone pretends to be a legitimate buyer but is a fraudulent actor, you will be responsible for any resulting costs, including Payment Disputes and Credit Card Disputes, even if you do not recover the fraudulently purchased product.

It is very important to us that your customers understand the purpose, amount, and conditions of charges or transactions you submit to us. When using the PSL Pay Service you agree to: (i) accurately communicate, and not misrepresent, the nature of the transaction, and the amount of the charge; (ii) provide a receipt that accurately describes each transaction to customers. You also agree to maintain and make available to your customers a fair and neutral return, refund, cancellation, or adjustment policy. You are immediately responsible to us for all refunds and returns of your customers.

Credit Card Disputes, Reversals, Customer Refunds, returns

You are immediately responsible to us for all Credit Card Disputes and Reversals or Fines of your customers (as such terms are defined later on in this Addendum), regardless of the reason or timing.

In many but not all cases, you may have the ability to challenge a Credit Card Dispute by submitting evidence to us. We may request additional information to provide to Payment Method Providers (as defined below) to assist you in contesting the Credit Card Dispute, but we cannot guarantee that your challenge will be successful. Payment Method Providers may deny your challenge for any reason they deem appropriate. Where a challenge is entirely or partially successful, your account will be credited with the funds associated with the Charge that is the subject of the Credit Card Dispute (or a portion thereof). You may not submit a new Charge which duplicates a Transaction that is subject to a Credit Card Dispute.

Customers typically raise payment card network Disputes (also known as “chargebacks”) when a merchant fails to provide the product or service to the customer, or where the payment card account holder did not authorize the charge. High Dispute rates (typically those exceeding 1%) may result in your inability to use our services. Failure to timely and effectively manage Credit Card Disputes with your Customers may ultimately result in your inability to accept payment cards for your business.

When you accept payment card transactions, Network Rules specifically prohibit you from (i) providing cash refunds for a charge on a credit card, unless required by law, (ii) initiating a Refund more than five calendar days after issuing a credit to your customer, (iii) accepting cash, its equivalent, or any other item of value for a refund, (iv) submitting what you believe or know to be a fraudulent Charge or a Charge that has not been authorized by the cardholder, (v) submitting a Charge where the transaction has not been completed or the goods or services have not been shipped or provided (except where the cardholder has paid a partial or full prepayment or the cardholder’s consent is obtained for a recurring transaction).

Fees and Fines

We provide the PSL Pay Service to you at the rates and for the fees (“Fees”) described at the time of sign up. The Fees include charges for transactions (such as processing a payment) and for other events connected with your account (such as handling a disputed charge). We may revise the Fees at any time. However, we will provide you with advance notice before revisions become applicable to you (or any period of notice if it is required by applicable Law).

In addition to the Fees, you are also responsible for any penalties or fines imposed in relation to your account (whether imposed on you or Popshop) by any Payment Method Provider resulting from your use of our PSL Pay Service in a manner not permitted by this Addendum or the Payment Method Provider’s rules and regulations.

Taxes

See Section 7.4, above for provisions related to Taxes.

Compliance with Law

You must use all of our Services in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to your use of the PSL Pay Service and to any transactions. If you are uncertain whether a category of business or activity is restricted or have questions about how these restrictions apply to you, please refer to the Restricted Business List available from the United States Office of Foreign Asset Control (OFAC).

You may not use our Services to facilitate illegal transactions or to permit others to use the PSL Pay Service for personal, family or household purposes.

We may refuse, condition, or suspend any transactions that we believe: (i) may violate this Addendum or the Agreement; (ii) are unauthorized, fraudulent or illegal; or (iii) expose you, Popshop or others to risks unacceptable to Popshop. If we suspect or know that you are using or have used the PSL Pay Service for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your account, your customers, and transactions made through your use of the PSL Pay Service.

Term and Termination

This Addendum is effective upon the date you first access or use the PSL Pay Service and continues until terminated by you or us. If you use the PSL Pay Service again or register for another account, you are consenting to this Addendum. We may terminate this Addendum or close your account at any time for any reason (including, without limitation, for any activity that may create harm or loss to the goodwill of a Payment Method). We may suspend your account and your ability to access funds in your account, or terminate this Addendum, if (i) we determine in our sole discretion that you are ineligible for the PSL Pay Service because of significant fraud or credit risk, or any other risks associated with your account; (ii) you use the PSL Pay Service in a prohibited manner or otherwise do not comply with any of the provisions of this Addendum; (iii) any law or Payment Method Provider requires us to do so; (iv) we are otherwise entitled to do so under this Addendum; (v) in our sole discretion if we determine your use of our PSL Pay Service poses any harm or risk to us in any way.

Termination does not immediately relieve you of obligations incurred by you under this Addendum. Upon termination, you agree to (i) complete all pending transactions, and (ii) stop accepting new transactions.

Upon termination, you understand and agree that (i) all rights granted to you hereunder will end; (ii) we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers; (iii) we will not be liable to you for compensation, reimbursement, or damages related to your use of the PSL Pay Service, or any termination or suspension of the PSL Pay Service or deletion of your information or account data; and (iv) you are still liable to us for any fees or fines, or other financial obligations incurred by you or through your use of the PSL Pay Service prior to termination.

Payment Method Terms Applicable to You

By selecting a particular Payment Method, you are subject to separate terms applicable to the Payment Method. For example, Visa and Mastercard may require you to enter into a separate agreement directly with them. As set forth in the Stripe Services Agreement, the following terms relate to your use of our PSL Pay Service as it relate to you Payment Methods:

“Charge” means a credit or debit instruction to capture funds from an account that a customer maintains with a bank or other financial institution in connection with a Transaction.

“Credit Card Dispute” means an instruction initiated by a Customer for the return of funds for an existing Charge (including a chargeback or dispute on a payment card network; and disputes on the Automated Clearinghouse (ACH) network).

“Fine” means any fines, levies, or other charges imposed by us, a Payment Method Provider caused by your violation of Laws or this Addendum, or as permitted by the applicable Payment Method Rules.

“Payment Method Rules” means the guidelines, bylaws, rules, and regulations imposed by the Payment Method Providers and Payment Method Acquirers that operate Payment Methods supported by Stripe (including the payment card network operating rules (“Network Rules”) for the Visa, Mastercard, Discover and American Express networks; and the operating rules that apply to the ACH network).

“Payment Method” means a type of payment method that Stripe accepts as part of the Payment Processing Services, such as credit card, debit card, and ACH.

“Payment Method Provider” means the provider of a Payment Method, such as Visa, Mastercard, Discover, and American Express, or any financial institution that is authorized by a Payment Method Provider to enable the use of a Payment Method by accepting Charges from customers on behalf of the Payment Method Provider, and routing these Charges to the Payment Method Provider (also known as a “payment method acquirer”).

“Payment Processing Services” are services that you use to accept payments from your customers for transactions, perform other financial transactions, manage subscriptions, and perform transaction reporting.

“Reversal” means an instruction initiated by a Payment Method Provider or us to return funds for an existing Charge. Reversals may result from (i) invalidation of a charge by a Payment Method Provider; (ii) funds settled to you in error or without authorization; and (iii) submission of a Charge in violation of the applicable Payment Method Rules, or where submission of the Charge or your use of the Services violates this Addendum.

Settlement and Payout Schedule

All settlement and payout terms and schedules will be subject to the terms set forth in your Stripe Services Agreement Payments will be made pursuant to our policies and schedules in effect at the time of the transaction. Please review our Seller Resource Center for more information.

Security Interests, Collection, and Set-Off Rights

To the fullest extent permissible by law:

a. Security Interests: You grant us a lien and security interest in all funds for transactions that you process, including funds that we deposit into your accounts, as well as funds held in any other bank accounts to which such transaction funds are deposited or transferred. This means that if you have not paid funds that you owe to us, your customers, or to any of our affiliates, we have a right to seize or withhold funds owed to you for transactions that we process through the PSL Pay Service, and to debit or withdraw funds from any bank account associated with your account.

b. Collection and Set-Off Rights: You agree to pay all amounts owed to us on demand. Your failure to pay amounts owed to us or to our affiliates under this Addendum is a breach and you will be liable for any costs we incur during collection in addition to the amount you owe. Collection costs may include, attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, any applicable interest, and any other related cost. We may collect any amounts you owe us under this Addendum by deducting or setting-off amounts that you owe from the account balance (or debiting the payout account for such account).

Account and Data Security

a. Your Responsibility: You are solely responsible for the security of any customer or business data (“Data”) on your website, your servers, in your possession, or that you are otherwise authorized to access or handle. You will comply with applicable laws and Payment Method Rules when handling or maintaining user Data and personal Data.

b. Security Controls: You are responsible for assessing the security requirements of your business, and selecting and implementing security procedures and controls appropriate to mitigate your exposure to security incidents.

c. Fraud Risk: We have no way of knowing or guaranteeing that you or customers will never become victims of fraud. You are solely responsible for losses you incur from the use of lost or stolen payment credentials or accounts by fraudsters who engage in fraudulent transactions with you or your customers. We are not liable or responsible to you and you waive any right to bring a claim against us for any losses that result from the use of lost or stolen credentials or unauthorized use or modification of your accounts. Further, you will fully reimburse us for any losses we incur that result from the use of lost or stolen credentials or accounts.

APPLICATION PROGRAMMING INTERFACE (API) Addendum

From time to time, Popshop may make available certain Application Programming Interfaces (“APIs”) developed by itself or its affiliates or by third parties (“Third Party APIs”). APIs are included in the definition of Services and subject to the disclaimers and limitations of liability in the Terms of Service.

Such APIs are made available at the discretion of Popshop and such third parties. APIs may be modified or discontinued at any time. Any use is subject to the terms of any available documentation (the “API Documentation”). Use of Third Party APIs is subject to the terms of any terms or policies provided by such third parties.

You agree to use the APIs only for the purpose of using the Services and agree not to provide competitive services.

You agree not to:
– copy, modify, or create derivative works of the APIs, in whole or in part

– rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the APIs;

– reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the API, in whole or in part;

– remove any proprietary notices from the API;

– use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;

– combine or integrate the API with any software, technology, services, or materials not authorized by Company;

– )design or permit Your Applications to disable, override, or otherwise interfere with any Company-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;

– use the API in any of Your Applications to replicate or attempt to replace the user experience of the Company Offering; or

– attempt to cloak or conceal your identity or the identity of Your Applications when requesting authorization to use the API.

Collection and Use of Your Information. We or providers of Third Party APIs may collect certain information through the API in the course of delivering services through them. By accessing, using, and providing information to or through the APIs, you consent to our or our third-party partners’ use of your information in compliance with the then-current version of our privacy policy and any third-party service providers.