Last Update: Please read this Agreement carefully to ensure you understand each condition. These Terms of Service is in charge of your use of PopupSmart website located at https://www.popupsmart.com and the services that are made available through the PopupSmart Service. Please read these Terms carefully. By using the PopupSmart Service, you are declaring that you have read, understood and agreed to be bound by these Terms. If you do not agree to these Terms, you are not permitted to use the PopupSmart Service.
To register for the Service, you must complete the registration process by providing PopupSmart with accurate information as required by the registration form. You are completely responsible for any use and activities that happen under your account. You are responsible for the protection of the confidentiality of your password(s) and username(s) issued to you and for any use or misuse of your account resulting from any third-party using a password or user name issued to you. You agree to immediately notify PopupSmart of any unauthorized use of your account or any other violation of security to you. You agree to let PopupSmart use your business’s logo in the customer list, at other places on its website and as part of a general list of PopupSmart’s customers for use and reference in corporate, promotional and marketing material.
You agree to indemnify, hold harmless and defend PopupSmart, its contractors, its licensors and their respective directors, officers, employees and agents, at your expense, from and against any and all third-party claims, actions, proceedings and suits, arising from your use of the Service, including but not limited to your violation of this Agreement. You agree to also indemnify the same against any and all expenses connected hereto, including attorneys’ fees.
The Service is provided ‘as is’. PopupSmart and its contractors hereby disclaim all assurance of any kind, expressed or implied, containing, without limitation, the assurance of merchantability, fitness for a particular purpose and non-infringement. Neither PopupSmart nor its contractors make any assurance that the Service or website will be error-free, free of viruses or other harmful components, or that access thereto will be continuous or uninterrupted. You understand that the use of the Service is at your own circumspection and risk.
PopupSmart will not be liable to you or any third-party claimant for any incidental, punitive, consequential (including, without limitation, lost profits or lost data collected through the Service), or incidental damages, whether based on a claim or action of contract, warranty, negligence, breach of any statutory duty, indemnity or contribution, or otherwise. The exclusion contained in this paragraph shall apply regardless of the failure of the exclusive remedy provided in the following paragraph. Some jurisdictions do not allow the limitation or exclusion of liability to the extent stated above. In such case, PopupSmart and its contractors’ total cumulative liability to you or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement shall not exceed the total paid-in fee from you to PopupSmart within the 12 months previous to the date the claim is first brought against PopupSmart.
PopupSmart does not guarantee the Service will be operable at all times or during any downtime, including but not limited to Internet Service Provider outages, equipment failures, scheduled maintenance or force major.
The Service, including any content on the Service and all underlying technology (including all intellectual property rights embodied therein), is and shall remain the sole and exclusive property of PopupSmart and shall be protected in accordance with applicable copyright laws and other legislation. No license to any underlying technology is granted. You will not, nor will you allow any third party to reverse engineer and/or create derivatives of the Service using any method possible. You will not, nor will you allow any third party to modify the Service in any way. You will use the Service solely for your commercial use and will not make the Service available for any type of external service such as, but not limited to, an application service provider. If you provide feedback, ideas or suggestions regarding the Service, PopupSmart is free to fully exploit such feedback.
PopupSmart may terminate the Service and/or access to the Service at any time and for any reason without notice. If you wish to terminate this Agreement or your service, you may simply stop using the Service. However, although this Agreement may terminate between the Service and you, some provisions of this Agreement shall still be in effect, including, without limitation, warranty disclaimers, indemnity, limitations of liability and proprietary rights.
PopupSmart reserves the right at its sole discretion to modify or replace any part of these terms. PopupSmart will on its website give you prior notice if changes are made to the Agreement. Your on-going use of the Service or access to the PopupSmart website following the changes in these terms constitutes acceptance of those changes.10. Miscellaneous PopupSmart shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control. This Agreement represents the complete agreement between you and PopupSmart concerning its subject matter and supersedes all prior statements, agreements, and representations between the parties. You may not assign or otherwise transfer any of your rights under the Agreement without PopupSmart’s prior written consent and any such attempt is void. PopupSmart is entitled to assign and/or transfer any of its rights or obligations under the Agreement to any third party. PopupSmart shall notify you of such transfer. The relationship between PopupSmart and you is not one of a legal partnership relationship but is one of the independent contractors. This Agreement will be binding upon and will inure to the benefit of the parties, their successors, and assigns of the parties hereto.
If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent possible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.