Terms of Service ("Terms")

Last updated: June 6, 2019

We’re glad you’re here! Thanks for using our PopItUp (“PopItUp”) product and services (“Services”). These Services are provided and operated by Directangular LLC (“Directangular” “us” “we” or “our”). Please be aware that by using our Services, you agree to be bound by the following Terms of Service (“Terms”).

These Terms govern your access to and use of PopItUp, and any videos, information, text, links, graphics, photos, or other materials or arrangements of materials uploaded, downloaded or appearing on the Services (collectively referred to as “Content”).

  1. Using PopItUp Services
  2. Privacy
  3. Content on the Services
  4. Copyright Protection
  5. Using the Services
  6. Subscription
  7. Payment
  8. Prices and Sonlet Payments
  9. Sales Tax
  10. Disclaimers and Limitations of Liability
  11. General
  12. Sonlet Shops Addendum of Terms
  13. Sonlet Shops Supplier Addendum of Terms

1. Using PopItUp Services

Don’t misuse our Services. It’s not cool, and we may suspend or stop providing our Services to you, if you do not comply with our Terms or policies.

You may use the Services, only if you agree to form a binding contract with Directangular and are not a person barred from receiving services under the laws of the applicable jurisdiction. If you are accepting these Terms and using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so.

2. Privacy

Our Privacy Policy describes how we handle the information you provide to us when you use our Services. You understand that, through your use of the Services, you consent to the collection and use of this information, as described in our Privacy Policy.

3. Content on the Services

You are responsible for your use of the Services and for any Content you provide, including compliance with applicable laws, rules, and regulations. You should only provide Content that you are comfortable sharing with others.

Some of our Services allow you to upload, store, send or receive Content. You retain ownership of any intellectual property rights that you hold in that Content. In short, what’s yours is yours.

When you upload, store, send or receive Content to or through our Services, you grant Directangular and PopItUp a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content in any and all media or distribution methods (now known or later developed). The rights you grant in this license include the purpose of operating, promoting, and improving our Services. This license continues, even if you stop using our Services.

Any use or reliance on any Content or materials posted via the Services, or obtained by you through the Services, is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. All Content is the sole responsibility of the person who originated such Content.

We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act.

We respect the intellectual property rights of others and expect users of the Services to do the same. We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your Content has been copied in a way that constitutes copyright infringement, please report this by contacting our designated copyright agent at:

Directangular LLC
8605 Santa Monica Blvd #99745
West Hollywood, CA 90069-4109
E-Mail: support@popitup.com

5. Using the Services

Services may change from time to time, at our discretion. We may stop (permanently or temporarily) providing the Services or any features within the Services to you or to users, generally. We also retain the right to create limits on use and storage at our sole discretion at any time. We may also remove or refuse to distribute any Content on the Services, suspend or terminate users, and reclaim usernames without liability to you.

Your Account

You may need to create an account to use some of our Services. You are responsible for safeguarding your account, so use a strong password and limit its use to this account. We cannot, and will not, be liable for any loss or damage arising from your failure to comply with the above.

Email and Text Message Communications

If you provide us your email address or phone number, We may send you administrative messages (such as updated notifications, newsletters, and other news) relating to the Services or to respond to communications from you. By using our Services and/or not opting out of receiving information from Us, you acknowledge and agree that you may receive email or text messages on your mobile device from Us or other users of the Services. Receiving these messages may cause you to incur usage charges or other fees or costs in accordance with your wireless or data service plan. Any and all such charges, fees, or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees, or costs may apply. In the event you change or deactivate your mobile telephone number, you will update your account information within 48 hours to ensure that your messages are not sent to the person who acquires your old number.

Our Exclusive Property

The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives you a right to use the PopItUp name or any of the trademarks, logos, domain names, and other distinctive brand features. All right, title, and interest in and to the Services (excluding Content provided by users) are and will remain the exclusive property of PopItUp.

Ending These Terms

You can stop using our Services at any time, although we’ll be sorry to see you go. Directangular may also stop providing Services to you, or add or create new limits to our Services at any time.

6. Subscription

Cancellation of Subscription and Refunds

You must cancel the subscription prior to the beginning of each Renewal Term. Even if you stop using the Software, Directangular has fulfilled your subscription term and we are not obligated to give you a refund, though we may do so at our discretion. Your rights to use the Software may be terminated by us immediately and without notice if we are unable to debit your or your agent's Card in accordance with this Agreement. If the Services are not to your satisfaction or do not function as expected or as you may require you may cancel your subscription and we are not obligated to give you a refund, though we may do so at our discretion.

Transfer of Agreement

The agreement cannot be transferred to another person or entity.

7. Payment

For Services offered on a payment or subscription basis, the following terms apply, unless Directangular notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:

Payments will be billed to you in U.S. dollars, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services.

You must pay with one of the following:

  • A valid credit card acceptable to Directangular;
  • A valid debit card acceptable to Directangular;
  • A valid bank account acceptable to Directangular;

If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services.

If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of your service, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain. If you have a negative account balance, We will periodically bill your saved payment methods until there is a zero balance on your account.

Directangular will automatically renew your monthly or annual Services at the current rates, unless the Services are cancelled or terminated under this Agreement.

Additional cancellation or renewal terms may be provided to you on the website for the Services.

Delinquent payments may bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. You will be responsible for all reasonable expenses (including attorneys' fees) incurred by Directangular in collecting such delinquent amounts, including, but not limited to, overdraft fees, or service charges, except where such delinquent amounts are due to our billing inaccuracies.

You are responsible for any Taxes, and You will pay Directangular for the Services without any reduction for Taxes. If Directangular is obligated to collect or pay Taxes, including, but not limited to Sales Tax, the Taxes will be invoiced to you or paid from amounts collected from your customers, unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. If you are required by law to withhold any Taxes from your payments to Directangular, you must provide us with an official tax receipt or other appropriate documentation to support such payments.

8. Prices and Sonlet Payments

Prices. Prices for Products available for purchase on Sonlet are quoted at the time of the order and are subject to change at any time without prior notice. Products are not guaranteed to be in stock.

Sonlet Payments. If you choose to use Sonlet Payments, you are required to connect a United States Bank account in good standing to your Sonlet account at all times to facilitate payouts. The amount paid to you for purchases by your customers will be calculated by subtracting the merchant processing fees applicable to your account plus sales tax from the amount paid by customers. Payment will be provided to you via electronic debit. Sonlet partners with Stripe for payment processing, and the payment information you submit is collected and used by Stripe in accordance with Stripe's privacy policies.

You may refund payments made to You via Sonlet Payments. You are responsible for ensuring that you have sufficient balance to cover the amounts that are refunded to your customers. If you do not have sufficient balance, Sonlet may suspend your account until the balance is paid and seek to recover the delinquent amounts in accordance with the terms of the Payments provisions above.

Sonlet does not store your payment information, apart from your name, the last four digits of your bank account or credit card, and your address which we use to manage the customer support for the platform. For more on how Sonlet handles your information, see our privacy policy here.

9. Sales Tax

For all purchases made by Customers on Sonlet.com using Credit Card, Debit Card, or other electronic means, you may elect for Sonlet to calculate, collect, and file sales tax for purchases made by customers living in the taxing jurisdictions where Sonlet has nexus in your account settings. You may have nexus in taxing jurisdictions where Sonlet does not have nexus, and you may contact us to ensure that We are collecting and filing sales tax in all the taxing jurisdictions where you have nexus. You will be provided records of the sales tax collected on each purchase on the Sales page. Notwithstanding the above, You are responsible for complying with all applicable laws where You do business, including sales tax laws.

Except as otherwise provided in these Terms, you agree that Sonlet is not obligated to determine whether taxes apply, and Sonlet is not responsible to collect, report, or remit any taxes arising from any transaction. However, if a taxing authority requires us to pay any of your taxes, you will promptly reimburse us for the amounts paid. If the product is shipped from outside your elected country, the recipient of the product may be required to pay, upon delivery, an amount related to assessed sales, goods and services, use, excise, import, value added, or other taxes or duties. Such taxes or duties, if any, are in addition to the sales proceeds collected by Sonlet.

10. Disclaimers and Limitations of Liability

We provide our Services using a commercially reasonable level of skill and care. However, there are certain things that we don’t promise about our Services.

OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS OR ADDITIONAL TERMS, NEITHER PopItUp NOR DIRECTANGULAR MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES. WE PROVIDE OUR SERVICES “AS IS”.

SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES.

Liability for Services

WHEN PERMITTED BY LAW, WE WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES (OR, IF WE CHOOSE, TO SUPPLYING YOU THE SERVICES AGAIN). IN ALL CASES, WE ARE NOT LIABLE FOR DAMAGES NOT REASONABLY FORESEEABLE.

11. General

We may revise these Terms from time to time, so you should look at the Terms regularly. We’ll do our best to post notice of Terms modifications on this page. Changes, addressing new functions for our Services or changes made for legal reasons, will be effective immediately. If you do not agree to the modified Terms for Services, you should discontinue your use of our Services.

These Terms control the relationship between Directangular, PopItUp, and you. They do not create any third party beneficiary rights.

If you do not comply with these Terms, and we don’t take action right away, this does not mean that we are giving up any rights that we may have.

If it turns out that a particular term is not enforceable, this will not affect the enforceability of any other clause in these Terms.

The laws of California, U.S.A., will apply to any disputes arising out of, or relating to, these Terms or the Services. All claims arising out of, or relating to, these Terms or the Services will be litigated exclusively in the federal or state courts of San Diego County, California, USA, and you and Directangular consent to personal jurisdiction in those courts.

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