Popupular Terms of Service

Introduction

1. This website, companion Chrome extension and the services offered in them (hereafter referred to as "Services"), are owned and operated by Popupular, Inc. (hereafter referred to as "Popupular" or "we" or "us" or "Company").

2. By visiting our website, using our Services, and accessing the information, resources, services, products, and tools we provide, you (hereafter referred to as "you" or "Customer") understand and agree to accept and adhere to the following terms and conditions as stated in this policy (hereafter referred to as "Terms of Service" or "Terms" or "Agreement").
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3. We reserve the right to change the Terms of Service from time to time without notice. You acknowledge and agree that it is your responsibility to review these Terms periodically to familiarize yourself with any modifications.

4. Your continued use of our Services after such modifications will constitute acknowledgment and agreement of the modified terms and conditions.

Responsible Use and Conduct

By using our Services and accessing/using the information, resources, services, products, and tools we provide for you, either paid or free (hereafter referred to as "Resources"), you agree to use these Resources only for the purposes intended as permitted by (a) the terms of these Terms of Service, and (b) applicable laws, regulations and generally accepted online practices or guidelines.

Wherein, you understand and agree that:

1. In order to access our Resources, you may be required to provide certain information about yourself (such as identification, contact details, etc.) as part of the registration process, or as part of your ability to use the Resources. You agree that any information you provide will always be accurate, correct, and up to date.

2. You are responsible for maintaining the confidentiality of any login information associated with any account you use to access our Resources. Accordingly, you are responsible for all activities that occur under your account(s).

3. Accessing (or attempting to access) any of our Resources by any means other than through the means we provide, is strictly prohibited. You specifically agree not to access (or attempt to access) any of our Resources through any automated, unethical or unconventional means.

4. Engaging in any activity that disrupts or interferes with our Resources, including the servers and/or networks to which our Resources are located or connected, is strictly prohibited.

5. Attempting to copy, duplicate, reproduce, sell, trade, or resell our Resources is strictly prohibited.

6. You are solely responsible for any consequences, losses, or damages that we may directly or indirectly incur or suffer due to any unauthorized activities conducted by you, as explained above, and may incur criminal or civil liability.

7. We provide you the ability to create your own content and we may also provide various open communication tools on our website and other resources, such as blog comments, blog posts, product ratings and reviews, various social media services, etc. You understand that generally we do not pre-screen or monitor the content posted by you or other users, which means that if you choose to use these tools to submit any type of content via our Services, then it is your personal responsibility to use these tools in a responsible and ethical manner.

8. By creating and posting content or otherwise using any open communication tools as mentioned, you agree that you will not upload, post, share, or otherwise distribute any content that:

- Is illegal, threatening, defamatory, abusive, harassing, degrading, intimidating, fraudulent, deceptive, invasive, racist, or contains any type of suggestive, inappropriate, or explicit language;

- Infringes on any trademark, patent, trade secret, copyright, or other proprietary right of any party;

- Contains any type of unauthorized or unsolicited advertising;

- Impersonates any person or entity, including any Popupular employees or representatives.

9. We have the right at our sole discretion to remove any content that, we feel in our judgment does not comply with these Terms of Service, along with any content that we feel is otherwise offensive, harmful, objectionable, inaccurate, or violates any third party copyrights or trademarks. We are not responsible for any delay or failure in removing such content.

10. If you post content that we choose to remove, you hereby consent to such removal, and consent to waive any claim against us. You agree to indemnify and hold harmless Popupular and its parent company and affiliates, and their directors, officers, managers, employees, donors, agents, and licensors, from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of these Terms of Service or the failure to fulfill any obligations relating to your account incurred by you or any other person using your account. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification under these Terms of Service. In such event, you shall provide us with such cooperation as is reasonably requested by us.

11. Any personal information that you provide to us through our Resources is subject to our Privacy policy.

Confidentiality; Proprietary Rights

1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).

Proprietary Information of Popupular includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”).

The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.

The Disclosing Party agrees that the foregoing shall not apply with respect to any information after two (2) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

2. Popupular shall own and retain all right, title and interest in and to (a) the Services and Resources, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Resources or support, and (c) all intellectual property rights related to any of the foregoing.

3. Notwithstanding anything to the contrary, Popupular shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.

4. We will only use your personal information as set out in our Privacy policy.

Limitation of Warranties

1. Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation and all account managing Services in a professional and workmanlike manner.

2. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

3. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

4. Furthermore, you understand and agree that:
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- Any content downloaded or otherwise obtained through the use of our Resources is done at your own discretion and risk, and that you are solely responsible for any damage to your computer or other devices for any loss of data that may result from the download of such content.

- No information or advice, whether expressed, implied, oral or written, obtained by you from Popupular or through any Resources we provide shall create any warranty, guarantee, or conditions of any kind, except for those expressly outlined in these Terms of Service.

Limitation of Liability

1. In conjunction with the Limitation of Warranties as explained above, you expressly understand and agree that any claim against us shall be limited to the amount you paid, if any, for use of products and/or services during the 1 month preceding the above mentioned claims.

2. Popupular will not be liable for any direct, indirect, incidental, consequential or exemplary loss or damages which may be incurred by you as a result of using our Resources, or as a result of any changes, data loss or corruption, cancellation, loss of access, or downtime to the full extent that applicable limitation of liability laws apply.

3. UNLESS OTHERWISE EXPRESSED, POPUPULAR EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Copyrights/Trademarks

1. All content and materials available on Popupular, including but not limited to text, graphics, website name, code, images and logos (the "Content") are the intellectual property of Popupular (or of third parties which gave Popupular the right to use such materials and content), are protected by applicable copyright and trademark law. Any inappropriate use, including but not limited to the reproduction, distribution, display or transmission of any content on this site is strictly prohibited, unless specifically authorized by Popupular.

2. It shall be clarified that permission to use such Content, given under these Terms of Service, is only for the use of our Services and Resources and user can't use such Content for any other use rather than the use in the Popupular Services and Resources.

3. The Company may start charging for the use of the content. A written notice will be given to users in such case.

Fees; Payments

1. Customer will pay Popupular or its Resellers all applicable Fees for the Services, in the currency indicated on the Services Order Form, in a timely manner. Customer authorizes Popupular, or its Reseller, to charge Customer for all applicable Fees using Customer's selected payment method. Fees are non-refundable except as required by law or as otherwise specifically permitted in this Agreement.

2. Customer will pay Popupular invoices on the payment interval set forth in the Services Order Form. Popupular may suspend or terminate the Services if Fees are past due. Customer will provide complete and accurate billing and contact information to Popupular or to its Reseller.

3. The Company may offer you paid or free Pilot/trial period, according to its sole discretion. In the pilot/trial period all applicable terms of this Agreement shall apply.

4. IF THE CUSTOMER'S ACCOUNT IS SET TO AUTO-RENEWAL OR IS IN A TRIAL PERIOD,  (OR ITS RESELLER) MAY CHARGE AUTOMATICALLY AT THE END OF THE TRIAL OR FOR THE RENEWAL, UNLESS THE CUSTOMER NOTIFIES POPUPULAR (OR ITS RESELLER, AS APPLICABLE) THAT THE CUSTOMER WANTS TO CANCEL OR DISABLE AUTO-RENEWAL.

5. Popupular may revise Service rates by providing the Customer a notice prior to the next charge.

6. Fees are exclusive of taxes and Customer is responsible for all taxes. Popupular, or its reseller, will charge taxes when required to do so. If Customer provides Popupular or its reseller with a valid exemption certificate, Popupular or the reseller will not collect the taxes covered by that certificate.

Beta services

"Beta Services" means services or features identified as alpha, beta, preview, early access, or evaluation, or words or phrases with similar meanings.

Despite anything to the contrary in this Agreement: (a) Customer may choose to use Beta Services in its sole discretion; (b) Beta Services may not be supported and may be changed at any time without notice; (c) Beta Services may not be as reliable or available as the Services; (d) Beta Services have not been subjected to the same security measures and auditing to which the Services have been subjected; and (e) POPUPULAR WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES - USE AT YOUR OWN RISK.

Termination of Use

1. You agree that we may, at our sole discretion, suspend or terminate your access to all or part of our Services and Resources with or without notice and for any reason, including, without limitation, breach of these Terms of Service and any other inappropriate use of our resources.

2. Any suspected illegal, fraudulent or abusive activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities.

3. Upon suspension or termination, your right to use the Resources we provide will immediately cease, and we reserve the right to remove or delete any information that you may have on file with us, including any account or login information.

4. Either party has the right to terminate the Paid Services Period, all in accordance with the following terms:

- In case the customer requests such termination, the termination shall take effect at the end of the current Subscription Term (the "Termination Period").

- The company has the right to terminate this agreement in any time and without any notice. In such case and subject that such termination wasn't due to breach of this Agreement by the Customer, the Company shall refund the Customer with the relative fees that was paid but not used.

- During the Termination Period this agreement shall remain in full force and effect and the Customer will pay, in full, for the Services up to and including the last day on which the Services are provided.

Governing Law; Conflict Resolution

1. This Agreement shall be governed by the laws of the state of Delaware without regard to its conflict of laws provisions.

2. Informal Resolution. Before filing a claim, each Party agrees to try to resolve the dispute by contacting the other Party. If a dispute is not resolved within 30 (thirty) days of notice, Customer or Popupular may bring a formal proceeding.

3. Arbitration. Customer and Popupular agree to resolve any claims relating to this Agreement or the Services through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held remotely, when possible, via video conferencing solutions, or at any other location both parties agree to in writing.

4. NO CLASS ACTIONS. Customer agrees to only resolve disputes with Popupular on an individual basis and will not bring a claim in a class, consolidated or representative action. The right to class arbitrations, class actions, private attorney general actions and consolidation with other arbitrations is hereby waived.

Miscellaneous

1. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.

2. These Terms in addition with the Services Order Form is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

3. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.

4. It is agreed that the Company may present the customer as its client, both in the company's website and other promotional publications including press releases.

5. Company may transfer and assign any of its rights and obligations under this Agreement without consent.

6. If any part of this Agreement is held invalid or unenforceable, the remaining provisions of it will remain in full effect and an enforceable term will be substituted reflecting yours and our intent as closely as possible. Either party’s failure to enforce any term or condition in this Agreement is not a waiver of its right to do so later. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

7. Notices must be sent via email and are deemed given when received. Notices to Customer may also be sent to the applicable account email address and are deemed given when sent. Notices to Popupular must be sent to legal@popupular.io