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POPSHOP TERMS OF USE AGREEMENT

Welcome to Popshop.com (the “Site”). Popshop.com is owned and operated by popshop, Inc, a Delaware limited liability company (hereafter referred to as “Popshop”, “Company”, “we”, “us” or “our”). We have developed an on-line marketplace to connect commercial real estate space owners (“Space Owner”) and brands seeking to open pop up shops (“Brands”) and facilitate short term licenses between Space Owners and Brands so Brands can operate pop up shops or hold events at Space Owner’s space. Popshop is merely the operator of the Site and does not set or negotiate the terms between a Space Owner and a Brand. Popshop, and the Site, merely serve as a resource for Brands and Space Owners to connect. Space Owners and Brands who connect on the Site will agree on the commercial space and the basic terms of use, and then enter into a separate legally binding License Agreement pursuant to which Space Owner will grant a license to a Brand to utilize the space (“License Agreement”). When and if available on the Site, Brands may also book goods and services to be used in the commercial spaces (“Vendor Services”) from third party vendors (“Vendors”) through the Site. All License payments, fees, and payments for goods and services, if applicable, will be processed through our third-party payment processor, Stripe

The terms and conditions of this agreement (“Agreement”) apply to your use of the Site to book or list spaces or other services through our Site or other applications (collectively, the “Platform”). This Agreement sets forth the duties and obligations between you and the Company, and between you and other users of the Site (“Users”).

THIS AGREEMENT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. PLEASE READ THIS AGREEMENT CAREFULLY. IT INCLUDES WAIVERS OF CLASS ACTIONS AND JURY TRIALS, AND PROVISIONS GOVERNING VENUE FOR RESOLUTION OF DISPUTES. THIS AGREEMENT ALSO INCLUDES AN ARBITRATION CLAUSE THAT OBLIGATES YOU TO RESOLVE DISPUTES THROUGH ARBITRATION. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE THE PLATFORM OR SERVICES.

ACCEPTANCE OF TERMS OF USE

This Agreement is a contract between the person and/or entity that uses the Platform and/or creates an Account with the Company (“You”) and the Company. The following terms and conditions, together with any documents that they expressly incorporate by reference (collectively “Terms of Use”) govern your access to and use of the Platform, including any content, functionality and services offered on or through the Platform, whether as a guest or a registered user.

By using the Site [or by clicking to accept or agree to the Terms of Use when this option is made available to you], you accept and agree, on your own behalf and on behalf of the entity you represent, to be bound and abide by these Terms of Use and our Privacy Policy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Site.

CHANGES TO TERMS OF USE

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and will apply to all access to and use of the Platform thereafter. Your continued use of the Site following the posting of any revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

CERTAIN DEFINITIONS

Throughout this Agreement, the following terms shall have the following meanings:

A Brand may “Book” a Space or Vendor Services by accepting the terms and conditions of a Listing, such as fees, duration and/or limitations of the Listing. A “Booking” is (i) the grant of a limited, temporary, revocable license to use a Space, and (ii) if applicable, an agreement to purchase Vendor Services, in the manner, for the time, and subject to all restrictions provided, as set forth in the Listing, and subject to this Agreement, any agreement with the provider of Vendor Services, and as confirmed through the Platform or the platform of the Vendor, if applicable. The terms and conditions of the license for the Space and/or purchase of Vendor Services are subject to the terms and conditions of this Agreement, as well as other additional terms or limitations that may also be included in or supplemented by a License Agreement that incorporates the terms of this Agreement by reference or otherwise. When you Book a Space, you will not be provided with a lease. A Booking only permits a Brand limited access to use the Space, or other Vendor Services as permitted in this Agreement and, as applicable, License Agreement and/or agreement for the provision of Vendor Services.

“Company Services” means listing or Booking a Space through the Platform and related services provided to Space Owners and Brands, including assistance by the Company’s employees, email, texts and messages through the Platform. It also includes all actions performed by the Company at the request of a User. The term Company Service does not include any services provided by third parties or Vendors.

“Laws” means all applicable federal, state, local and other governmental rules, regulations and ordinances.

“License Agreement” means either (i) the written agreement between a Space Owner and Brand setting forth the terms and conditions for provision and use of a Space provided to Space Owner and Brand or (ii) the Default License Agreement set forth herein, which agreement incorporates the terms of this Agreement by reference. Except where approved by Popshop, a License Agreement may not materially alter the terms of this Agreement or include additional material, contractual obligations or alter a Space Owner or Brand’s responsibilities or liabilities.

“Listing” means a page on the Site that shows and describes a Space that is available for use or rental by a Brand listed by a Space Owner for Booking through the Platform and including terms of use such as availability, pricing, and terms or limitations of use.

“Move-In Date” is the date on which a Brand is scheduled to move into a Space in accordance with the terms of the applicable License Agreement.

“Space” is an area either owned, leased or licensed by a Space Owner listed on the Platform for Booking.

TERMS AND CONDITIONS

1. ACCESSING SERVICES.

(a) As a condition to using the Platform or Services, you will be required to create an account (“Account”), and provide us with information about yourself or your company. Any person acting on behalf of a User, such as an employee or contractor (“Agents”), represents and warrants that they have authorization to act on behalf of such User, and if such authorization is not provided by such User, such persons shall have personal liability for all obligations and liabilities relating to use of the Account by such persons. When creating or using your Account, you may be required to provide other information about you, your company or product, or comments on other User’s Spaces or Vendor Services, including text, video and/or images (collectively “Content”). You will ensure that Content is accurate and complete and that you own or have the authorization to use and provide the Content to us. We have the right, but are not obligated to, confirm the accuracy and completeness of Content, using public and private data sources available to us. This includes verifying your identity or business information and information about Spaces. If we request additional information to verify the Content or your identity, you will provide it. If not, we reserve the right to suspend or terminate your Account. We reserve the right to remove any Content for any reason, including Content that we determine, in our sole discretion, to be objectionable, in violation of this Agreement, or otherwise harmful to our Platform, Company Services or brand or reputation.

(b) You must provide an email address and password to create an Account and keep your Account secure. You are responsible for all actions taken on your Account using your email address and password and should take precautions to safeguard your password and Account information. Popshop is not responsible for and disclaims all liability for use of the Account by you and your Agents. Should you fail to observe the terms and conditions of this Agreement in our reasonable opinion, we have the right to disable your password and Account at any time.

(c) If you are not at least eighteen (18) years old, you may not utilize Company Services, access the Platform, or Book a Space or Vendor Services.

(d) You may close your Account at any time by clicking on the following link and following the instructions to terminate your account. You are liable for all activity associated with your Account prior to closing your Account, including payment of all outstanding fees and providing Brands with use of Spaces previously Booked. You acknowledge that we may retain, use and display Content provided by you after your Account is closed.

(e) We may suspend or terminate your Account as set forth in this Agreement or for any other reason in our sole discretion.

(f) We do not guarantee that our Services, the Platform or Content, will always be available. We may interrupt, suspend, terminate, withdraw, all or part of Company Services, Platform or Content without notice. We will not be responsible if our Company Services, Platform or Content are unavailable at any time or for any period of time.

(g) We provide the Company Services and Platform and no other services and our responsibility is limited to: (i) making the Platform available to allow Space Owners and Brands to transact and communicate directly with each other (ii) making the Platform available to allow Brands to order Vendor Services from Vendors, if available (iii) making payment processing available as limited payment collection agent through Stripe. We do not become involved in any Space Owner-Brand transactions or communications other than as set forth in this Agreement. You are solely responsible for assessing the suitability of any Space and any Brand, as applicable. If the Platform or this Agreement provides any information or recommendations for goods, services, legal, financial, real estate or other matters, such information is for informational purposes only and is not professional advice. We recommend that you seek the advice of qualified licensed professionals for such advice.

(h) You agree that Popshop may access communications sent or received by you on the Platform for its business security, development, quality assurance and other business purposes.

(i) You agree and acknowledge that we do not endorse any specific Users, Brands, Vendors or Vendor Services registered with or offered through the Platform. Each User is independent, and all Space Owners, Brands and Vendors are independent contractors and are unaffiliated with Popshop.

(j) Popshop does not guaranty that:

(i) Information contained on the Platform is reliable, current or accurate, or may be used for any purpose other than for general reference;

(ii) Information contained on the Platform is free of viruses, Trojan Horses, or anything which may change, erase, add to or damage your software, data, technology or equipment;

(iii) Communications sent through the internet, including in connection with the Platform or Services will be free from corruption, delay, loss or interception;

(iv) Use of the Platform and the Services will achieve any particular result; or

(v) Defects in the Platform or the Services will be corrected.

YOUR ACCESS TO AND USE OF THE PLATFORM AND SERVICES IS AT YOUR SOLE RISK AND IS PROVIDED “AS IS”, “AS AVAILABLE”. THE PLATFORM AND SERVICES ARE FOR YOUR PERSONAL USE ONLY AND POPSHOP MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTIBILITY OR NON-INFRINGEMENT.

2. CONDITIONS OF USE. We expect all Users to interact with each other in a professional and amicable manner. We rely on you to adhere to the following policies (“Policies”) to ensure that all Users use the Platform in a safe manner. These Policies are a non-exhaustive list. You are required to agree to these Policies to use the Platform and Book Services. If you do not agree to these Policies, you are not permitted to use the Platform or Book spaces or obtain Vendor Services.

1. Policies for Space Owners: Space Owners must:

i. Comply with all Laws, including zoning, tax, and permitting laws. Brands must be able to trust that your Space is compliant with all codes, laws, rules and regulations and is safe for the purpose intended.

ii. Represent the Space, nature and condition of the Space, pricing and other terms accurately and completely. Users must be able to rely on your representation of the Space and the terms of use of the Space.

iii. Only offer Space that you own, lease or license or otherwise have the right to offer. If you do not have the right to list the Space, you cannot use the Platform. If you lease Space, you may need consent of other third parties, such as your landlord, to list the Space on the Platform. You may not offer Space to Users if such Space is not listed on the Platform.

iv. Have sufficient rights in and to a Space to participate in the Service as a Space Owner, and your participation in the Service as a Space Owner must not violate any law or regulations or result in the breach of any agreement between you and any third party, including any lease agreement or other agreement relating to the Space.

v. Ensure that your Space is free of any known conditions or defects that would pose a hazard to or risk the safety of any Brand or guest or invitee of a Brand.

2. Policies for Brands:

i. Do not misrepresent how the Space will be used. Use the Space only as agreed upon with the Space Owner.

ii. Do not use any hazardous materials in any Space or bring any hazardous materials to any Space.

iii. You must abide by the terms of any License Agreement that you enter into with a Space Owner.

iv. You understand that the information given in a Listing is not guaranteed to be current or accurate and Popshop is not responsible for ensuring that such information is accurate. You should arrange a site visit before booking any Space.

v. You will not make excessive noise in any Space.

vi. You will not install, remove or modify any fixtures, equipment, machinery or appliances in the Spaces you Book, unless such removal has been authorized by the Space Owner.

vii. You are responsible for leaving any Space you Book in a clean and tidy condition, and for removing any garbage or debris that has resulted from your use of the Space.

viii. Neither Popshop nor any Space Owner is responsible for any property you may leave behind in a Space. It is your responsibility to ensure that you have retrieved all your personal items prior to leaving a Space.

ix. You may be held responsible for the cost of repairing all damage to any Space you Book. It is your responsibility to ensure that you are properly insured for such liabilities.

x. Your use of any Space constitutes a limited, non-exclusive, non-transferable license on the terms set out herein, unless otherwise agreed-upon in a License Agreement between you and the Space Owner.

3. Policies for all Users:

i. All Users must be accurate and honest with all information and Content posted. You may not use the Platform or Services to deceive or be dishonest with others. You may not misrepresent who you are or who you are affiliated with.

ii. Users may only use the Platform for legitimate Listings and Bookings. Use of the Platform to conduct financial or payment transactions outside the Platform or transacting or attempting to transact when you know or believe the payment, payout or transaction is not valid, may result in suspension or termination of your Account or fines.

iii. Users may not use or misuse Content from the Platform. Content may only be used as permitted by this Agreement. You may not compile or use information about our other Users that is not publicly displayed in search results prior to a Booking confirmation, such as names, phone numbers, physical addresses, email addresses or any other personally identifiable Content.

iv. The Platform is meant for Space Owners to List and Brands to Book Spaces and Vendor Services, if available. You are not permitted to use the Platform to promote products or services other than your Space, if a Space Owner, other than your product or services, if you are a Brand, or other than Vendor Services, if you are a Vendor. Sending unwanted messages or spam is prohibited. Bartering goods and services for Booking Spaces and Vendor Services in place of payment is not permitted, unless authorized in advance by Popshop.

v. No User may discriminate against other Users. Discrimination against any other Users based on their race, sex, gender, ethnicity, national origin, sexual orientation, disability, or any other legally protected class is illegal. If we believe that you are discriminating against another User, we may suspend or terminate your Account immediately.

vi. No User may encourage or endorse illegal activities or behavior that we, in our sole discretion, deem to be dangerous. You may not post Content that endorses or promotes illegal or harmful activities that we, in our sole discretion deem to be harmful, including obscene content or encouraging activity that may lead to other Users’ harm.

vii. You may not harm, intimidate, or threaten Users or interfere with their use or operation of the Platform, including threatening legal action, and posting unwarranted negative reviews.

viii. Sharing your home address, phone number, payment information, or other sensitive information can lead to fraud or identity theft. This may be a safety risk to you and others. To the extent that you disclose personal information on any public form hosted by Popshop, you do so at your own risk and Popshop shall not bear any responsibility. You may also not post any details about an ongoing dispute between you and another User or you and the Company or make any defamatory comments about any other User or the Company.

ix. You may not harm, intimidate, harass, or threaten Popshop, our brand, our employees, agents, or contractors. Should you do so, your Account will be closed, you will be removed from the Platform, and be reported to the law enforcement authorities. Behavior on the Platform or use of Popshop marks or logos or other intellectual property in a manner that violates this Agreement or harms or dilutes our brand is not permitted.

x. You also agree that by Booking through the Platform, Popshop may market your Space, event, products and/or licensing of the Space through the Platform and social media accounts. Should you choose not to allow such co-marketing, you can opt out by contacting [email protected] at least seven (7) days prior to your occupancy of the Space.

3. COMPLIANCE WITH LAWS. In order to use the Platform and Services, you are required to comply with all Laws applicable to your use of Space, Services, Platform and Vendor Services. Information contained on the Platform may assist you with legal compliance; however, Popshop does not provide legal advice and you are responsible for your compliance with all applicable Laws. If you have questions regarding how to comply with Laws in connection with Listing or Booking a Space of Vendor Services, you should seek legal advice.

4. COVENANT AGAINST CIRCUMVENTION. By using the Platform and Services, you agree that you shall not circumvent the purpose of this Agreement by making or taking payments or fees of any kind, either directly or indirectly, or entering into any lease, license or other real estate agreement with any of the parties that contacted you or you contacted on the platform. Nevertheless, this does not preclude you from leasing your space to any other parties that were procured through an alternative medium outside of the Popshop platform. However, if you have opted into an exclusive short-term listing agreement with popshop, you agree that you shall not circumvent the purpose of this Agreement by making or taking payments or fees of any kind, either directly or indirectly, or entering into any lease, license or other real estate agreement of any kind with respect to Spaces listed on the Platform or parties contacted on the Platform, except through the Platform or except as expressly consented to in writing by Popshop." This restriction shall survive termination of this Agreement and the closing of your Account for a period of thirty-six months thereafter. Should you beach this covenant, you agree that Popshop would be damaged and suffer lost profits that would be hard to estimate. Therefore, you agree and acknowledge that Popshop may hold you responsible for liquidated damages equal to three (3) times the total amount Popshop would have been entitled to had the transaction occurred through the Platform and in compliance with the terms of this Agreement, which amount shall be due immediately upon said breach. Popshop may hold Space Owners and Brands jointly and severally liable for such liquidated damages based upon Popshop’s determination of the circumstances and conduct of the parties.

5. INTELLECTUAL PROPERTY.

1. Popshop Intellectual Property. Popshop owns or has a valid license to use all intellectual property in connection with the Platform and Services (“Popshop IP”). By use of the Platform and your Account, we grant you a limited, revocable, temporary, non-exclusive, non-transferable license to use the Popshop IP for the limited the purposes set forth in this Agreement and only as provided by the Platform. You are not permitted to use, upload, reproduce, distribute or use in any way any component of the Popshop IP or the Platform, or create derivate works therefrom; you may not claim ownership, register or sublicense the Platform or Services or any Pop-Shop IP in violation of this Agreement or any applicable Laws. All rights under all applicable Laws are hereby reserved.

2. Content. You represent and warrant that (i) Content you post on the Platform does not violate the intellectual property rights of any third party and (ii) that you own or have a valid license to use the Content you post and (iii) you are authorized to post Content on the Platform. You grant Popshop a royalty free, worldwide, non-exclusive, perpetual license to use, copy, transmit, distribute, modify, display any and all Content you provide to Popshop (including the right to sublicense). This license includes the right for us to use the Content to promote Services and the Platform in any and all media or distribution methods, and to make Content available to third parties partnering with Popshop, subject to our terms and conditions for the use of Content. You will not provide Content that contains viruses, Trojan Horses or other harmful content or Content which interferes with, or disrupts, (or attempts to do so), the access of any User, or network. We disclaim all responsibility for ensuring that Content is free from viruses and other harmful content.

3. Waiver. You hereby waive and agree to waive all and any rights and claims for any consideration, fees, royalties, charges and/or other payments in relation to our use, disclosure, adoption and/or modification of Content. You agree to indemnify, defend and hold us harmless for any and all damages and/or losses we incur arising or relating to infringement claims made by third parties. You agree that you will never post Content in violation of any of the Policies.

4. Recordings. While using a Space, Brands may photograph, film or otherwise record images of the Space. Except as may be prohibited by Law, or as otherwise set forth in a Listing or License Agreement, you grant any Brand a royalty free, worldwide, non-exclusive, perpetual license to use, copy, display, and sublicense such photographs, films and images of the Space.

5. Digital Millennium Copyright Notices. If you believe that any Content posted on the Platform violates your copyright, please notify us at [email protected]. In your notice, you must set forth in reasonable detail the specific Content that you believe infringes on your copyright and evidence of your ownership of the copyright or right to enforce the rights of the copyright owner. Popshop will review the allegations but may not send you a response notifying you of the results of our review. Any information you give to us may be shared with third parties or law enforcement to help determine the validity of your claim. We will remove any content we determine to be infringing consistent with our obligations under the Digital Millennium Copyright Act.

6. USE OF THE PLATFORM.

1. We reserve the right (but have no obligation) to suspend or terminate Users, to close or suspend any Account, refuse to distribute or remove Content from the Platform, and to reclaim usernames without liability to you at any time. We reserve the right to access, preserve and disclose any Content and any information you provide to us as we believe is necessary to (i) satisfy any applicable Law or request by any governmental authority, (ii) enforce the terms of this Agreement, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to support requests, or (v) protect the rights, property or safety of Popshop, its Users and the public.

2. You are responsible for ensuring that your technology is configured to be able to access the Platform.

3. You may not do any of the following while accessing or using the Platform (i) breach or circumvent any security or authentication measures or test the vulnerability of any system or network; (ii) access, search or attempt to access or search the Platform by any means (automated or otherwise) other than through currently available, published interfaces that are provided by us (and only pursuant to those terms and conditions), (scraping the Services without our prior consent is expressly prohibited), (iii) tamper with, or access non-public areas of the Platform, the delivery systems of Popshop’s providers or Popshop’s computer network; (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Platform to send altered, deceptive or false source-identifying information. We will report any breach of these provisions and the provisions relating to Content in Section 5 to law enforcement authorities and we will co-operate with those authorities, including disclosing your identity to them. In the event of such a breach, we will terminate your Account and your right to use our Services will cease immediately.

4. The links on the Platform may take you to other sites or services, such as Vendor Services, and you acknowledge and agree that Popshop has no responsibility for the accuracy or availability of any information provided by such third-party sites.

5. The Platform may include advertisements. The kinds and amount of advertising by Popshop on the Platform are subject to change. In consideration for your access to and use of the Platform, you agree that Popshop and all of its third-party providers and affiliates may place such advertising on the Platform, including in connection with the display of Content, whether submitted by you or others.

6. Any links to other websites and/or goods and services are not an endorsement by us of such websites or goods and services, or the information, products, services of goods described and/or offered on such websites.

7. SERVICES.

1. Listing Spaces-For Space Owners.

i. As a Space Owner, you may create a Listing on the Platform. To create a Listing, you must provide details about the Space, such as a description, the size, how it may or may not be used, location, features, availability, rules of use, pricing, other applicable financial terms, availability of furniture, fixtures and any services provided by Space Owner (a “Space Description”). All Listings must comply with the Policies, and by using the Platform, you agree to abide by the Policies, this Agreement and any License Agreement. All Space Descriptions must be accurate and may not include or alter any contractual obligations or a Brand’s legal liabilities from those described in this Agreement, including violating the Policies or Laws or requiring Brands to pay you outside the Platform. You are responsible for keeping all Listings accurate and up to date. Unless you specifically request that a Listing be kept offline, all Listings will be made publicly available on the Platform

ii. By creating a Listing, you represent and warrant that you have an ownership or valid leasehold interest in the Space, or are authorized to act on behalf of someone who possesses such an interest. Should we need additional information regarding your Listing, or your authority to create a Listing, you will respond promptly to our request for information. You will also promptly respond to a Brand’s questions and requests for information. We may terminate your access to the Platform and close your Account if we have reason to believe that the representation contained in this Section 7(a)(ii) is not true.

iii. You are responsible for maintaining the Space so that the Space is ready for use as described in the Listing. All water, plumbing, HVAC and other utility services within the Space shall be in working order and provided at no extra cost to the Brand, unless otherwise provided for in the License Agreement or unless otherwise specified in a Listing.

iv. If a Brand requests a Booking of your Space and occupies your Space, the License Agreement is solely between you and the Brand and Popshop is not a party thereto. Space Owner and Brand acknowledge that all payments made through the Platform are processed and transmitted on behalf of Space Owner by Stripe. Each Space Owner is responsible for determining applicable taxes and for including any applicable taxes to be collected or obligations relating to applicable taxes in their Listings.

v. As a Space Owner, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of your employees, contractors, agents and invitees. Please confirm that any insurance policy that you may have for your Space has commercially reasonable limits and deductibles, that you are familiar with and understand how the deductible is applied, any exclusions, and whether or not your insurance policy will cover the actions or omissions of Brands (and their employees, contractors, agents and invitees) while at your Space.

vi. You also acknowledge and agree that you will abide by the terms of all License Agreements and the terms and conditions of this Agreement, including the cancellation and refund provisions in this Agreement and the Policies.

2. Booking Spaces and Vendor Services-For Brands.

1. You should review the Listing and availability of the Space or Vendor Service to confirm the Space is suited for your intended purpose before Booking a Space or Vendor Service. The Platform allows you to affirm details and specifications or inquire with the Space Owner or Vendor about the Space or Vendor Service, or confirm details of a Booking, without sharing your personal contact information. Fees and any Security Deposit, if applicable, will be shown before you complete your Booking. You will need to provide payment information through the Platform before Booking. You are responsible for all fees and taxes in connection with the Booking, including use of any Space. All Bookings are subject to cancellation and refund provisions set forth in this Agreement.

ii. A Booking does not provide you a lease or access or use of the Space beyond the specified time in any License Agreement. When you Book a Space, you are only provided a license to use the Space as provided for in the Booking and confirmed by the Space Owner, subject to this Agreement and any License Agreement.

iii. By using the Platform, you agree to abide by the Policies, the terms of this Agreement and the License Agreement during your use of the Space or Vendor Service, only as permitted or agreed upon and consistent with the Listing. You will be responsible for making sure that your employees, contractors, agents and invitees do the same, and you accept all liability for any damage done to the Space during your use of the Space by your employees, contractors, agents or invitees or your failure to comply with applicable Law. During your use of the Space, you are also responsible for the set up and/or breakdown of your use of the Space and complying with all applicable Laws, including obtaining any required licenses or permits, hiring security, if necessary, and limiting noise to certain times of the day. You agree to promptly notify the Space Owner of any damage done to the Space, and to deliver the Space to the Space Owner on termination or expiration of the License Agreement, in substantially the condition provided to you or as otherwise agreed to in any License Agreement. All Fees owed by you are subject to the Fee Schedule and cancellation and refund provisions set forth in this Agreement.

3. Vendor Services. Any Vendors listing Vendor Services on the Platform are independent third-party contractors and are not affiliated with Popshop. Popshop disclaims all responsibility for and liability resulting from Vendors’ actions and omissions, and for the type or quality of any Vendor Services, and for any loss or injury you or others incur arising out of or related to Vendor Services. Popshop may be paid compensation by one or more Vendors in connection with the provision to you of Vendor Services.

4. Cancellations by Space Owners. After a Booking of Space, a Space Owner may cancel the Booking at any time, subject to the following:

i. If the Space Owner cancels prior to a Move-In Date, the Space Owner shall refund to the Brand any and all funds received from the Brand under this Agreement or any License Agreement, including the amount of the Service Fee. Space Owner expressly acknowledges that in such event, Popshop shall retain the Service Fee.

ii. If the Space Owner cancels on or after the Move-In Date, it shall do so only on ten (10) days’ prior written notice to the Brand and Space Owner shall pay to Brand: (1) a pro-rata refund of the License Fee for all days of the term of the License that Brand will not occupy the Space as a result of Space Owner’s termination (2) the full amount of the Service Fee (3) all of Brand’s out of pocket expenses in connection with moving into and out of the Space and (4) a fee equal to twenty (20%) percent of the License Fee and Service Fee paid by Brand at Booking. In such event, Popshop shall retain the Service Fee paid to Popshop in connection with such Listing.

5. Cancellations by Brands. After Booking Space, a Brand may cancel the Booking at any time, subject to the following:

i. If a Brand cancels fifteen (15) days or more in advance of the Move-In Date, Brand shall be entitled to a refund of fifty percent (50%) of the License Fee, but not the Service Fee, which Popshop shall retain.

ii. If a Brand cancels less than fifteen (15) days of the Move-In Date, or after the Move-In Date, Brand shall not be entitled to any refund of the License Fee or the Service Fee, which Popshop shall retain.

6. License Agreements. Popshop suggests that for all Bookings, Space Owners and Brands enter into a License Agreement setting forth the terms and conditions of the Brand’s use of a Space. Upon any Booking, [Popshop shall provide Space Owner and Brand a License Agreement setting forth the terms and conditions of the Booking]. In the event such an agreement is not provided, the Default License Agreement shall govern the agreement between a Space Owner and Brand.

8. FEES, DEPOSITS AND TAXES.

1. Fees and Deposits. All Brands are responsible for payment of fees, expenses, and other amounts in connection with a Booking (“Fees”) as set forth on the Fee Schedule below. Fees include amounts paid to Popshop, Space Owners, and Vendors and as described in more detail on the Fee Schedule. Space Owners and Vendors receive Fees for Bookings and Popshop receives Fees for providing use of the Platform and Services. The Fees charged are presented when you complete, update, or cancel a Booking. You are responsible for confirming all Fees before completing a Booking to ensure that you understand the Fees for the Booking, including the refund and cancellation terms set forth in this Agreement. Please contact us if you have any questions about Fees or refund and cancellation terms set forth in this Agreement. In the event that a booking goes long-term, i.e. a brand extends for a term longer than 13 months popshop shall be entitled to a service fee equivalent to 3% of the total gross lease amount.

2. Security Deposits. Some Bookings may require you to provide a portion of prepaid Fees or a refundable amount (“Security Deposit”) in advance. All Fees and Security Deposits, as applicable, will be identified prior to completing your Booking and set forth in a License Agreement. When the Space is returned in acceptable condition and free of any material damage to a Space Owner, any Security Deposit may be credited to your Booking or returned by the Space Owner. While Popshop may facilitate the collection of Fees and Security Deposits through the Platform and our processor, Stripe, Popshop is not responsible for the return of Fees or Deposits to Brands and a Brand should look solely to the Space Owner for return of any Security Deposit or Fees in the event a Brand is entitled to return of Fees under the refund and cancellation policy set forth herein.

3. Taxes. You are solely responsible for payment of all taxes, fines, penalties, duties, permit fees, value added tax (VAT) and other costs imposed by any taxing authority or government agency related to Listing or Booking or using or providing Vendor Services (collectively “Taxes”). Popshop will not calculate, track or pay Taxes or submit Tax reporting on your behalf, except of required by applicable Law. You must calculate, pay and report all Taxes owing in connection with Booking, Listing, or Vendor Services and maintain all necessary records. If any taxing authority requires that we pay such Taxes on your behalf, you will indemnify and reimburse Popshop for such Taxes on demand. You are also responsible for all fines and penalties issued by governmental authorities arising from your failure to comply with this Agreement of any License Agreement (collectively, “Fines”). You understand and agree that Popshop does not and will not provide advice regarding Taxes and that as applicable, you will consult with your own tax advisor.

4. Payment. You will pay any Fees, Deposits, Taxes, Fines, or other amounts you owe under this Agreement in full and on time. If for any reason we are unable to receive payment through the Platform, then we may require that you pay through other means (such as direct debit, wire transfer, or cashiers’ check). Owners' payment will be pushed to their account 48 hours after event has begun. We have the right to set-off any amounts owed to us through collection of funds through the Platform that would otherwise be payable to you. You are responsible for all costs and expenses, including reasonable attorneys’ fees, we incur in connection with recovering Fees, Taxes, or Fines from you. Payments that are more than seven (7) days late may incur a late charge of up to ten percent (10%) and accumulate interest of ten percent (10%) per month until delinquency is resolved, in our discretion.

5. Receiving Payment. All payments made through the Platform, and the processing thereof (“Payment Processing”) is provided by Stripe. Popshop does not store any payment information on its systems and all bank and credit card information is sent directly to and stored with Stripe using its security protocols. You authorize Popshop to share such information provided by you with Stripe. Popshop does not and shall not bear any responsibility for the safety or security of that information. Your use of Payment Processing is subject to the Stripe Connected Account Agreement that includes the Stripe Services Agreement as may be modified by Stripe from time to time (collectively, the “Stripe Agreement”) and your use of Payment Processing is conditioned upon your compliance with the Stripe Agreement. If the Stripe Agreement is terminated by Stripe, you may not be able to use the Platform, and you may have your Account suspended or terminated. We may change or add other payment processing services at any time upon notice to you, which may be subject to additional terms or conditions.

9. COMMUNICATION AND NOTICES.

1. We may send you notices, provide you information or notices regarding your Account or transactions and communicate with you through telephone, text message or SMS, or through messaging on the Platform and/or to the email address or physical address included in your Account. Any failure to promptly respond to communications from Popshop may impact your ability to Book or List Spaces, use the Platform or Services. You may send any legal notices to us at Popshop, 135 East 57^th Street, 14^th Floor, New York, New York 10022. Any email notice from us is considered accepted by you one day after such notice was sent and will have the same legal effect as if it were physically delivered to you.

2. You agree to communicate and conduct business with us electronically. Your clicking to accept the terms and conditions of this Agreement has the same legal effect as physically signing a document. You may withdraw this consent to conduct business electronically at any point by providing notice to us. However, since electronic communication is central to the Platform and the Services, following any such notice we may choose to close your Account.

3. You consent to receive communications related to your Account through text messages, SMS, or other communications sent to your mobile device (“Mobile Notifications”). Standard mobile rates will apply. You may stop receiving Mobile Notifications by responding to such message with “STOP”, or following the instructions included in a message. However, if you do so, you may miss messages related to your Account. We are not responsible for and disclaim all liability for all harm or losses caused by disabling Mobile Notifications. Please contact us if you experience issues when attempting to stop Mobile Notifications.

4. You may communication with other Users on the Platform without disclosing sensitive personal contact information. However, you are responsible for the information you provide to other Users. The Platform may be used to List or Book Spaces or Vendor Services, communicate with us or other Users, resolve disputes, or use other functionality we provide to you through the Platform. You may not, however, use the Platform to send messages that are unwanted or unrelated to a Listing or Booking through the Platform, use the Platform to harass or attempt to market other services to users, send spam, or violate the Policies. Popshop is not responsible for, and disclaims all liability resulting from, any losses or harm to you resulting from sharing personal or sensitive information with other Users or dealing with Users outside of the Platform.

10. TEMINATION OF ACCOUNT, DISPUTES AND ARBITRATION.

1. Termination by User. You may terminate this Agreement at any time by closing your Account with Popshop. Termination of your Account, however, will not relieve you of any ongoing obligations, such as to pay for Bookings or honor Bookings made prior to termination, or terminate any ongoing rights that you may have.

2. Termination by Popshop. We may suspend your Account or terminate this Agreement and your Account at any time for any reason, including, but not limited to (i) any failure by you to comply with the terms of this Agreement or applicable Law, (ii) actual or potential fraud by you or any person or entity using or claiming to use the Platform on your behalf, (iii) your repeated failure to respond to communications from Popshop or other Users, or (iv) if we determine in our sole discretion that your use of the Account poses any risk to Popshop, other Users or third parties. Nothing in this Section shall affect our right to change or stop the provision of Services without prior notice. If your Account is cancelled, we do not have any obligation to delete or return any Content you have posted to the Site.

3. Survival. The following provisions of this Agreement will survive the termination of this Agreement: Sections 2 (Policies), 3 (Compliance with Laws), 4 (Covenant Against Circumvention), 5 (Intellectual Property), 8 (Fees, Deposits and Taxes), 9 (Communication and Notices), 10 (Termination of Account, Disputes and Arbitration), 11 (Indemnity, Disclaimer and Limited of Liability), and 12 (Additional Legal Terms0.

4. Dispute Resolution. You agree that any dispute or claim arising out of this Agreement or any License Agreement entered into between a Space Owner and Brand, any agreement for the purchase or provision of Vendor Services, or the breach, termination, enforcement, or interpretation thereof, or the use of Services (collectively, “Disputes”) shall be exclusively resolved by binding arbitration as set forth below, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's intellectual property rights.

You acknowledge and agree that you and Popshop are waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding.

5. Arbitration Rules.

1. A Dispute shall be resolved through binding individual arbitration. You agree to give up your right to go to court to assert or defend your rights under this Agreement with respect to any Dispute. You and Popshop expressly delegate to the arbitrator the authority to determine the arbitrability of any Dispute, including the scope, applicability, validity, and enforceability of this arbitration provision.

2. A party who desired to commence and arbitration proceeding must provide the other party or parties with a written Demand for Arbitration as specified in the AAA Rules (defined below). You agree that the arbitration shall be conducted by the American Arbitration Association ("AAA") pursuant to its Consumer Arbitration Rules ("AAA Rules"), as modified by this Arbitration Agreement. The AAA Rules are available on the AAA's website www.adr.org, or by calling the AAA at (800) 778-7879. In the event the AAA is unavailable or unwilling to hear the Dispute, the parties shall agree to another arbitration provider. You are responsible for all filing, administration and arbitrator fees. You may choose to have the arbitration conducted by telephone, based on written submissions, or the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Popshop, or a Space Owner or Brand or Vendor submit to the arbitrator, unless you request a hearing, or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

3. Arbitrator's Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on any arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award damages must be consistent with the terms of the "Limitation of Liability" section below as to the types and the amounts of damages for which a party may be held liable. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. Popshop hereby reserves all its rights it may have under applicable law to recover, attorneys' fees and expenses if it prevails in arbitration. Popshop will seek recovery of attorneys' fees and expenses if your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

6. Confidentiality of Proceedings. All proceedings brought under this Agreement and their results shall be maintained as confidential by all parties. Except as required by Law, the parties and the persons participating in such proceedings will not disclose, and will maintain the confidentiality of all documents, evidence and testimony provided during any such proceeding and the results of any proceeding. At the request of Popshop, the parties to such proceedings shall enter into a separate confidentiality agreement or order, to maintain the confidentiality of the proceedings.

11. INDEMNITY, DISCLAIMERS AND LIMITATION OF LIABILITY.

1. Indemnity. You agree to release, defend, indemnify and hold the Company, our officers, directors, employees, members, manager, affiliates, agents and representatives harmless from and against any claims, liabilities, damages, actions, costs and expenses (including without limitation reasonable legal fees and litigation expenses), in connection with or arising out of (i) your breach of any provision of this Agreement; (ii) your use the Platform or any Service; (iii) the provision or use of Space or Vendor Services; (iv) Content you provide through the Platform; (v) your failure to comply with Laws; (vi) your providing information to us that is inaccurate or incomplete; (vi) any contract or other agreement between you and any other User made other than through the Platform; and (vii) any other fines, losses, damages or other liability arising out of your use of the Platform. We may, if necessary, participate in the defense of any claim or action and any negotiations for settlement. No settlement, which may adversely affect our rights or obligations, shall be made without our prior written approval. We reserve the right, at our own expense and on notice to you, to assume exclusive defense and control of any claim or action. This indemnification will survive the termination of this Agreement.

2. DISCLAIMERS AND LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES WILL POPSHOP, OR ITS AGENTS,OFFICERS, DIRECTORS, MEMBERS, MANAGERS, AFFILIATES, PARTNERS OR REPRESENTATIVES, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGES, INCLUDING ANY LOSS OF BUSINESS OR PROFIT, COMPUTER DAMAGE, LOSS OF GOODWILL, SERVICE INTERRUPTION OR SYSTEM FAILURE, OR FOR DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF ANY USE, INABILITY TO USE, THE PLATFORM, THE SERVICES, VENDOR SERVICES OR ANY SPACE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE NOT SATISIFIED WITH THE PLATFORM, SERVICES, OR VENDOR SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP USING THE PLATFORM AND SERVICES. THIS LIMITATION OF LIABILITY APPLIES TO THE FULLEST EXTENT PERMITTED BY LAW.

IN NO EVENT WILL POPSHOP’S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT, OR FROM YOUR USE OF THE PLATFORM OR SERVICES EXCEED (i) THE AMOUNT OF SERVICE FEES (AS DEFINED IN THE FEE SCHEDULE) YOU HAVE PAID OR OWE TO POPSHOP FOR BOOKINGS VIA THE PLATFORM, IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO SUCH POTENTIAL LIABILITY, OR (ii) A SUM OF ONE HUNDRED U.S. DOLLARS (US$100), IF NO SUCH SERVICE FEES HAVE BEEN PAID, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH HEREIN ARE MATERIAL CONDITIONS OF THE BARGAIN FOR EXCHANGE BETWEEN POPSHOP AND YOU.

WE ARE NOT RESPONSIBLE TO YOU OR ANY THIRD PARTY FOR PROVIDING, OR FOR THE CONDITION OR NATURE OF, ANY SPACE OR VENDOR SERVICES. YOU AND ALL VENDORS ARE INDEPENDENT THIRD PARTIES AND ARE NOT AFFILIATED, CONTROLLED BY, OR EMPLOYED BY POPSHOP. SPACE OWNERS AND VENDORS SET THEIR OWN PRICES, USE THEIR OWN FACILITIES AND RESOURCES, AND MAY CONDITION USE OF SPACES OR VENDOR SERVICES AS THEY FEEL IS APPROPRIATE FOR THEIR BUSINESS.

YOU UNDERSTAND AND AGREE THAT USE OF THE PLATFORM AND SERVICES ARE AT YOUR OWN RISK. POPSHOP IS NOT RESPONSIBLE FOR PERFORMING AND DOES NOT PERFORM BACKGROUND CHECKS ON USERS OR VENDORS (INCLUDING CRIMINAL OR CIVIL CHECKS); DOES NOT REVIEW THE CONDITION OF SPACES OR ENSURE THAT THEY COMPLY WITH EXISTING LAW, MEET ANY SPECIFIC REQUIREMENTS, OR ARE CONSISTENT WITH THEIR DESCRIPTION; AND DOES NOT GUARANTEE PERFORMANCE OF ANY USER OR THIRD PARTY. ANY INFORMATION PROVIDED TO YOU REGARDING USERS, SPACES, VENDORS OR VENDOR SERVICES IS ONLY PROVIDED TO FACILITATE YOUR USE OF THE PLATFORM AND IS PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY. POPSHOP DISCLAIMS ALL RESPONSIBILITY FOR AND LIABILITY RESULTING FROM THE NEGLIGENCE, INTENTIONAL MISCONDUCT, OR CRIMINAL ACTIVITY OF ALL USERS OR THIRD PARTIES, OR ANY INJURY OR PROPERTY DAMAGE THAT OCCURS TO YOU, THIRD PARTIES, OR PROPERTY WHILE ACCESSING OR USING SPACES OR VENDOR SERVICES.

12. ADDITIONAL LEGAL TERMS.

1. Amendments. We may modify this Agreement at any time by posting the amended agreement at any time on the Platform or otherwise communicating the amendment to you through the Platform. Your use of the Platform and Services after we modify this Agreement will be deemed your consent to the revised Agreement. If you do not agree to the modified agreement, you may close your Account by contacting us at [email protected].

2. Force Majeure. Popshop is not responsible or liable for nonperformance caused by nonperformance of Users, Vendors, fires or other acts of nature, strife or acts of political discord, telecommunications failures or other events outside its reasonable control (each a “Force Majeure”). Cancellations of Bookings, whether with or without cause, or caused by events outside of a User’s reasonable control, are subject to the refund and cancellation terms set forth in this Agreement. Please review it carefully before Booking a Space or Vendor Service.

3. Assignment. This Agreement may not be assigned by you without our written consent. Any attempt to do so without our prior consent will be void. Popshop may assign this Agreement upon notice to you. Any permitted transfer will inure to the benefit of and bind any successors in interest.

4. Controlling Law. This Agreement shall be interpreted in accordance with the laws of the State of New York and the United States of America, without regard to conflict of law provisions. You agree to submit to the personal jurisdiction of a state or federal court located in New York County, New York State for any actions for which the parties hereto retain the right to seek injunctive or other equitable relief.

5. Entire Agreement. This Agreement is the entire agreement between you and Popshop governing your use of the Platform or Services. This Agreement supersedes all prior understandings or agreements between you and Popshop. This Agreement controls any conflicting terms in any License Agreement, except where expressly set forth in a License Agreement.

6. Severability. If any part of this Agreement is found to be invalid or unenforceable, the remaining portion thereof and all other terms and conditions of this Agreement will not be affected by such holding and will remain valid and in force to the fullest extent permitted by law.

7. Fee Schedule. Licensor agrees to pay a Service Fee to popshop, Inc in the amount of fifteen percent (15%) of the License Charge for months zero to twelve (0-12), five percent (5%) for months thirteen to eighteen (13-18), two and a half percent (2.5%) for months nineteen to twenty-four (19-24), one half percent (0.5%) for months twenty-five to thirty-six, and one quarter pecent (0.25%) for month thirty-seven (37+) and beyond. Said Service Fee shall be paid on the Platform, through Popshop’s payment processor, Stripe. Popshop, Inc is a third-party beneficiary. In the event that there is an exclusive listing broker representing the space, after the first twelve (12) months of a booking, the Fee Structure shall follow the Space Owner's agreement with the exclusive listing broker, and Popshop will be entitled to a fee equivelent to the co-broke fee. If there is no exclusive listing broker, the fee structure will follow the aforementioned Fee Schedule.