Terms of Use

Last updated: 5/18/2015

Welcome! The PopIn Shop, Inc. (“we,” “us,” or “our”) invites you to use Cataluv, a mobile shopping application (the “Application”) and enabling website platform (the “Plataform” or “Site”), collectively the “Services”. Please read these Terms of Use carefully. These Terms of Use state the terms and conditions under which you may use the Application and Platform. By clicking “I ACCEPT,” you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Use and you represent and warrant that you are at least 18 years old or older. If you are accepting these Terms of Use on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to the terms and conditions set forth herein. If you do not have such authority, or if you do not agree to any of these terms, then you are not permitted to use the Application or Platform.

The Application

The Application offers a mobile marketplace in which a retailer (“Seller”) can sell merchandise to end consumers (“ Users” ). Sellers can create content and add products through the Site for customers to save, share, and buy within the Application.

Subject to the terms and conditions of these Terms of Use, you are granted a non-exclusive, non-transferable license to access and use the Application and Site. You will not (and will not permit any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code, underlying ideas, algorithms, file formats, or interface protocols of the Application or Site; (ii) any downloading or copying of account information for the benefit of another vendor or any other third party; and (iii) introduce into the Application or Site any virus, worm, “black door,” Trojan Horse, or similar harmful code. If you violate this section, we reserve the right in our sole discretion to deny you access to the Services, or any portion of thereof, without notice.

Registration

If you would like to use the Application, you will have to register a User account. During the registration process, you will have to provide your email address and full name, and any other information required to complete your registration. You will also have to create a password for your account. You represent and warrant that all information you submit is truthful and accurate and you will maintain the accuracy of such information. You are solely responsible for the confidentiality of your account, as well as for its use and misuse. You will promptly inform us of any need to deactivate a user name or password. Additionally, you are prohibited from selling, trading, or otherwise transferring your Cataluv account to another party. We reserve the right to delete or change your user name and/or password at any time and for any reason.

If you would like to market your products through the Application, you will have to register as a Seller by creating an account on the Site. During the registration process, you will have to provide your email address, company name, company’s website, address, company details and any other information required to complete your registration. You will also have to create a username and password for your account. You represent and warrant that all information you submit is truthful and accurate and you will maintain the accuracy of such information. You are solely responsible for the confidentiality of your account, as well as for its use and misuse. You will promptly inform us of any need to deactivate a user name or password. Additionally, you are prohibited from selling, trading, or otherwise transferring your Cataluv account to another party. We reserve the right to delete or change your user name and/or password at any time and for any reason.

Fees

The Application is available for free for Users.

Sellers who wish to market products through the Application will pay ten percent (10%) of all sales transacted through the Application. Fees will be collected at the time of the transactions. We may use a third party service provider (“Third Party”) to process your payment in connection with your use of the Platform. You warrant and represent that you are the valid owner or an authorized user, of the account information you provide to such Third Party, and that all account information is accurate.

We reserve the right to change any of the fees that we charge, or to institute new or additional fees, at any time upon notice to you.

Use of Personal Data

Your use of the Application or Site may involve the transmission to us of certain personally-identifiable information. Our policies with respect to the collection and use of such personally-identifiable information are governed according to our Privacy Policy, which is hereby incorporated by reference in its entirety.

Intellectual Property

(a) Cataluv Intellectual Property. As between The PopIn Shop, Inc. and you, The PopIn Shop, Inc. shall own all right, title, and interest in and to (i) the Site, and the Application including, without limitation, all source code, object code, operating instructions, and interfaces developed for or relating to the same; (ii) all modifications, enhancements, revisions, changes, copies, partial copies, translations, compilations, improvements, and derivative works of the foregoing, and all intellectual property rights therein; and (iii) any other materials available on the Application and/or the Site that are provided by or on behalf of The PopIn Shop, Inc. and all intellectual property rights therein (collectively, the “ Cataluv Content ”). Except as expressly permitted in these Terms of Use, you have no rights in or to the Cataluv Content.

(b) Seller Generated Content. You may post and/or create content through the Site, including, without limitation, your lifestyle and product images, and associated information (collectively, "Seller Generated Content"). We cannot and do not review it all--we may merely act as a passive conduit for distribution of the Seller Generated Content. That said, we may remove Seller Generated Content that does not adhere to our Community Guidelines, or that is offensive or otherwise unacceptable to us in our sole discretion. Remember, once you submit Seller Generated Content through the Platform, including any personally identifying information, it may be accessible by Users. You retain all copyrights and other intellectual property rights in and to the Seller Generated Content. However, you hereby grant us an irrevocable, non-exclusive, worldwide, royalty-free, sublicensable, transferable license to your Seller Generated Content in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Application and Site.

Community Guidelines .

The PopIn Shop, Inc. takes no responsibility and assumes no liability for any Seller Generated Content that you or any other Seller posts through the Site. You understand and agree that any loss or damage that occurs as a result of the Seller Generated Content that you make available or access through your use of the Site is solely your responsibility. By accessing and/or using the Platform, you hereby agree that:

o infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or

o is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, or promotes extreme violence or cruelty to animals, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity; or

o discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information.

The PopIn Shop, Inc. Warranties and Disclaimers

We will use commercially reasonable efforts to ensure that Seller content is accurately represented to Users and that Users accurately represent themselves through the Application. THE SITE, THE Application, AND ALL CONTENT, FUNCTIONS AND MATERIALS MADE AVAILABLE TO YOU, IS PROVIDED "AS IS," "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NONE OF THE POPIN SHOP, INC., ITS AFFILIATES, SUBSIDIARIES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “POPIN SHOP PARTIES”) WARRANT THAT ANY OF THE FOREGOING WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. NONE OF THE POPIN SHOP PARTIES SHALL BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF ANY OF THE FOREGOING. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PLATFORM IS TO STOP USING THE PLATFORM. NONE OF THE POPIN SHOP PARTIES ENDORSE ANY SELLER OR ANY SELLER GENERATED CONTENT MADE AVAILABLE THROUGH THE PLATFORM. THE POPIN SHOP, INC. DOES NOT OBTAIN TITLE TO ANY MERCHANDISE AND DOES NOT ACT AS THE AGENT FOR SELLERS WITH RESPECT TO ANY TRANSACTION.

Limitation of Liability

IN NO EVENT SHALL ANY OF THE POPIN SHOP PARTIES BE LIABLE FOR SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, GOODWILL, REVENUES OR SAVINGS, EVEN IF A POPIN SHOP PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF THE POPIN SHOP PARTIES FOR DIRECT DAMAGES ARISING UNDER THESE TERMS OF USE OR RELATING THERETO, EXCEED THE TOTAL FEES PAID BY YOU IN THE ONE (1) MONTH IMMEDIATELY PRECEDING SUCH CLAIM. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR NEGLIGENCE, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, IN SUCH JURISDICTIONS THE POPIN SHOP PARTIES LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

External Sites

The Application and Site may contain links to third-party websites (“External Sites”), but we do not endorse and are not responsible for the content of any linked External Sites. Please refer to the terms of use and privacy policies of the External Sites for more information.

Indemnification

You agree to defend, indemnify, and hold the PopIn Shop Parties harmless from and against any and all claims, actions, or demands and relating costs, damages and liability (including, without limitation, reasonable attorneys’ fees) arising or resulting from: (i) your breach of these Terms of Use; (ii) your access to, use, or misuse of the Site and/or Application; (iii) any Seller Generated Content provided through your account; (iv) your violation of any third-party right, including without limitation any intellectual property, or privacy right; or (v) any claims brought against any PopIn Shop Party by as a result of any of your acts or omissions.

Compliance with Applicable Laws

The Site and Application are based in the United States, and are intended to be used only by residents of the United States that are age 18 years or older. We make no claims concerning whether the Site, the Application, or any content, functions or materials made available to you through the Site and/or Application may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Site, the Application, or the Cataluv Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

Termination

We may terminate these Terms of Use and your access to all or any part of the Service or discontinue all or any part of the Application or Site at any time without prior notice or liability.

Changes to these Terms of Use

We may change the terms and conditions of these Terms of Use from time to time, and will notify you of any changes during your next log-in to your account. You will be required to affirmatively accept these changes prior to logging-in to your account.

Copyright Complaints

If you believe the Application or Site contains any content that infringes your copyright, please contact our Copyright Agent, as detailed below, with the following information:

· An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

· A description of the copyrighted work that you claim has been infringed;

· A description of where the material that you claim is infringing is located on the Platform;

· Your address, telephone number and email address;

· A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and

· A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or duly authorized to act on the copyright owner’s behalf.

To contact our Copyright Agent by regular mail, please write to:

Copyright Agent

1504 Pine St.

Philadelphia, PA 19102

To contact our Copyright Agent by email, please write to info@cataluv.com with COPYRIGHT NOTICE in the subject line.

Miscellaneous

In the event that any portion of these Terms of Use is held to be invalid or unenforceable, then such portion shall be construed in accordance with the applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of these Terms of Use shall remain in full force and effect. This section, the section entitled Intellectual Property, Indemnification, The PopIn Shop, Inc. Warranties and Disclaimers and Limitation of Liability shall survive the termination of these Terms of Use. You may not assign these Terms of Use. No waiver shall be effective unless in writing. Neither the course of conduct between parties nor trade practice shall act to modify any provision of these Terms of Use. These Terms of Use shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. Except for proceedings commenced by The PopIn Shop, Inc. to protect its intellectual property or confidential information which may be brought in any court of competent jurisdiction, the parties mutually agree that any and all disputes arising hereunder shall be resolved exclusively by state or federal courts located in the Commonwealth of Pennsylvania. These Terms of Use contain the entire agreement of the parties concerning its subject matter, and supersede all existing agreements and all other oral, written or other communication between the parties concerning the subject matter.

You consent and agree that your registration on the Application or Site constitutes your electronic signature, acceptance, and agreement under the United States federal E-SIGN legislation and that such electronic signature will meet the requirements of an original signature as if actually signed by you in writing. Further, you agree that no certification authority or other third-party verification is necessary to the enforceability of your signature. At our request, any electronically signed document must be re-executed in original form by you. No party hereto may raise the use of an electronic signature as a defense to the enforcement of these Terms of Use or any amendment or other document executed in compliance with these Terms of Use.