1.1 Agreement
These Terms of Service (the “Terms”) constitute a legally binding agreement between you (“you” or “User”) and The Popup Staff, LLC (or such other entity identified on the Platform) (“Company,” “we,” “us,” or “our”) governing your access to and use of the website located at www.ThePopupStaff.com and any related mobile applications, software, tools, features, content, and services (collectively, the “Platform”).
1.2 Scope of Services
The Platform provides an online marketplace that allows individuals seeking short-term, freelance, or event-based work (“Talent”) and businesses or individuals seeking to engage such services (“Clients”) to connect and communicate. The Company does not provide staffing services, does not employ Talent, does not act as an employment agency, and does not participate in or process payments between Users, as further described in these Terms.
1.3 Acceptance by Use
By accessing, browsing, registering for, or using the Platform in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated here in by reference. If you do not agree to these Terms, you may not access or use the Platform.
1.4 Authority and Capacity
You represent and warrant that you are at least eighteen (18) years of age, have the legal capacity to enter into a binding contract, and, if using the Platform on behalf of a business or other legal entity, that you have the authority to bind such entity to these Terms.
1.5 Electronic Communications and Signatures
You consent to receive all communications, agreements, notices, disclosures, and other communications from the Company electronically, including through the Platform, email, or other electronic means. Your electronic acceptance of these Terms constitutes your agreement and is the legal equivalent of your handwritten signature.
1.6 Modifications to Terms
The Company reserves the right, in its sole discretion, to modify or update these Terms at any time. Updated Terms will be posted on the Platform with a revised “Last Updated” date. Your continued use of the Platform after such posting constitutes your acceptance of the revised Terms. If you do not agree to any modification, your sole remedy is to discontinue use of the Platform.
For purposes of these Terms, the following capitalized terms shall have the meanings set forth below:
2.1 “Account” means a User’s registered profile and credentials for accessing and using the Platform.
2.2 “Client” means any individual or business entity that uses the Platform to post job opportunities, search for, communicate with, or engage Talent.
2.3 “Company” means The Popup Staff, LLC, together with its affiliates, officers, directors, managers, members, employees, and agents.
2.4 “Content” means any information, data, text, photographs, graphics, videos, audio, messages, job postings, profiles, reviews, ratings, and other materials that are posted, uploaded, submitted, transmitted, or otherwise made available through the Platform by the Company or any User.
2.5 “Platform” means the website located at www.ThePopupStaff.com and any related applications, software, tools, and services operated by or on behalf of the Company.
2.6 “Privacy Policy” means the Company’s Privacy Policy, as may be updated from time to time, which governs the collection, use, and disclosure of personal information.
2.7 “Services” means the online marketplace services provided by the Company through the Platform, including account creation, profile hosting, job postings, search and matching tools, messaging, and subscription features.
2.8 “Subscription Plan” means any paid or free plan offered by the Company that provides access to certain features or levels of visibility on the Platform, subject to recurring or one-time fees.
2.9 “Talent” means any individual who uses the Platform to create a profile, offer services, and seek or perform work opportunities through interactions with Clients.
2.10 “User” means any individual or entity that accesses or uses the Platform, including both Talent and Clients.
2.11 “User Content” means any Content that a User posts, uploads, submits, or otherwise makes available on or through the Platform.
2.12 “Booking” means any arrangement, engagement, or agreement, whether formal or informal, between a Client and Talent to perform services, which is formed directly between such parties and not with or through the Company.
2.13 “Transaction” means any payment, compensation, or exchange of value between a Client and Talent in connection with a Booking, all of which occur off the Platform and outside the Company’s control
3.1 Eligibility.
The Platform is available only to individuals who are at least eighteen (18) years of age and whohave the legal capacity to enter into binding contracts. By accessing or using the Platform, you represent and warrant that you meet these requirements. If you are using the Platform on behalf of a business or other legal entity, you further represent and warrant that you are authorized to bind such entity to these Terms.
3.2 Work Authorization.
Talent represents and warrants that they are legally authorized to work in the jurisdiction(s) in which they offer or perform services and that they will comply with all applicable immigration, labor, and employment laws.
3.3 Account Registration.
In order to access certain features of the Platform, you must create an Account and provide accurate, current, and complete information as prompted by the registration process. You agree to maintain and promptly update your Account information to keep it accurate, current, and complete at all times.
3.4 One Account; Non-Transferability.
Each User may maintain only one Account, unless expressly authorized in writing by the Company. Accounts are personal to the User and may not be sold, transferred, assigned, or shared with any other person or entity.
3.5 Account Security.
You are solely responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your Account, whether or not authorized by you. You agree to notify the Company immediately of any unauthorized use of your Account or any other breach of security. The Company will not be liable for any loss or damage arising from your failure to safeguard your credentials.
3.6 Verification and Suspension.
The Company reserves the right, but does not have the obligation, to verify the information provided by Users, to request additional information, and to suspend or terminate any Account that the Company determines, in its sole discretion, is inaccurate, incomplete, misleading, or inviolation of these Terms or applicable law.
3.7 Right to Refuse Service.
The Company may, in its sole discretion and without liability, refuse to register any User, or suspend or terminate any Account, at any time and for any reason, including without limitation for violation of these Terms, suspected fraudulent or unlawful activity, or conduct that may harm the Company, the Platform, or other Users.
4.1 Marketplace Only.
The Platform is a technology-based marketplace that facilitates introductions and communications between Talent and Clients. The Company does not provide staffing services, does not supply labor, and does not participate in the negotiation, formation, or execution of any Booking or Transaction between Users.
4.2 No Employment Relationship.
The Company is not an employer, joint employer, co-employer, agent, broker, representative, or partner of any Talent or Client. No employment, independent contractor, agency, partnership, joint venture, fiduciary, or similar relationship is created between the Company and any User as a result of the use of the Platform. All services performed by Talent for Clients are performed solely pursuant to arrangements made directly between those parties.
4.3 Independent Contractor Status.
Talent acknowledge and agree that, with respect to any services performed for Clients, they act solely as independent contractors and not as employees of the Company or of any Client, unless the Client and Talent expressly agree otherwise in a separate written agreement. The Company does not control, and has no right to control, the manner, means, or methods by which Talent perform services.
4.4 No Payroll or Benefits.
The Company does not pay wages, does not withhold or remit taxes, and does not provide workers’ compensation, unemployment insurance, health insurance, retirement benefits, or anyother employment-related benefits to Talent. Each User is solely responsible for determining and complying with all applicable tax, wage, hour, insurance, and reporting obligations arising from any Booking or Transaction.
4.5 No Guarantee of Work or Hiring.
The Company does not guarantee that Talent will receive any work opportunities, that Clients will find suitable Talent, or that any User will earn any minimum amount of income through useof the Platform.
4.6 User Responsibility for Legal Compliance.
Each User is solely responsible for ensuring that their use of the Platform and any Booking or Transaction complies with all applicable federal, state, and local laws and regulations, including without limitation employment, labor, wage and hour, discrimination, health and safety, and tax laws.
5.1 No Control Over Worksites or Services.
The Company does not own, operate, manage, control, or supervise any worksite, event location, or premises where Talent may perform services, and does not direct or control the manner, means, timing, or conditions under which any services are performed.
5.2 Client Responsibility for Workplace Safety.
Clients are solely responsible for providing a safe, lawful, and compliant work environment and for complying with all applicable occupational safety, health, and building laws and regulations, including without limitation OSHA and state workplace safety requirements.
5.3 No Workers’ Compensation or Employment Coverage by Company.
The Company does not provide workers’ compensation insurance, unemployment insurance, disability insurance, or any other employment-related insurance or benefits to Talent. Talent acknowledges and agrees that they are not employees of the Company and are not covered by any workers’ compensation or employer liability policy maintained by the Company.
5.4 Assumption of Risk.
Talent knowingly and voluntarily assumes all risks arising out of or relating to any Booking or services performed for a Client, including without limitation risks of bodily injury, illness, death, property damage, exposure to hazardous conditions, and acts or omissions of Clients or third parties.
5.5 Release of Company.
To the fullest extent permitted by law, Talent releases and forever discharges the Company and its affiliates, officers, directors, members, managers, employees, and agents from any and all claims, demands, causes of action, damages, losses, and liabilities arising out of or relating to any workplace injury, occupational illness, or on-site incident occurring in connection with any Booking or services, including without limitation claims based on negligence, premises liability, failure to provide a safe workplace, or failure to provide workers’ compensation coverage.
5.6 Indemnification for Injury Claims.
Clients agree to defend, indemnify, and hold harmless the Company Indemnified Parties from and against any and all claims, liabilities, damages, and expenses (including attorneys’ fees) arising out of or relating to:
(a) any injury, illness, or death of Talent or any third party occurring at a Client’s worksite or inconnection with services performed;
(b) any alleged failure to provide a safe work environment; and
(c) any claim that the Company is an employer, joint employer, or statutory employer forworkers’ compensation or workplace safety purposes.
6.1 Accurate and Complete Profile Information.
Talent shall provide truthful, accurate, current, and complete information in their Account and profile, including without limitation their identity, skills, experience, availability, and qualifications, and shall promptly update such information to ensure it remains accurate at all times. Talent shall not misrepresent their credentials, licensing, certifications, or ability to perform any services.
6.2 Legal Compliance and Qualifications.
Talent represents and warrants that they possess all licenses, permits, certifications, insurance, and legal authorizations required to perform the services they offer, and that they will perform all services in compliance with applicable laws, regulations, and industry standards.
6.3 Professional Conduct.
Talent agrees to perform services in a professional, safe, and lawful manner and to interact with Clients and other Users respectfully and without harassment, discrimination, or misconduct.
6.4 Taxes and Reporting.
Talent is solely responsible for determining, reporting, and paying all federal, state, and local taxes arising from any compensation received in connection with any Booking, and for complying with all applicable tax, wage, and reporting obligations.
6.5 Insurance and Risk.
Unless otherwise expressly agreed in writing between Talent and a Client, Talent is solely responsible for obtaining and maintaining any insurance coverage required by law or reasonably appropriate for the services performed, including without limitation general liability and professional liability insurance.
6.6 Background Checks and Screening.
Talent acknowledges that the Company does not conduct background checks, identity verification, or credential screening, and that any representations made by Talent are solely their own responsibility. Talent agrees that any Client may, at its own discretion and expense, conduct background checks or require verification of qualifications as a condition of a Booking.
6.7 No Circumvention; Good Faith Use.
Talent shall not use the Platform to engage in fraudulent, deceptive, or unlawful conduct, to mislead Clients, or to misuse the Platform in any manner that interferes with its proper operation or the rights of other Users
7.1 Lawful Job Postings and Engagements.
Clients shall post only bona fide, lawful job opportunities and shall not post any misleading, discriminatory, or unlawful listings. Clients represent and warrant that all information provided in job postings and communications with Talent is accurate, complete, and not deceptive.
7.2 Compliance with Employment and Labor Laws.
Clients are solely responsible for determining the proper classification of any Talent they engage (including whether such individual is an employee or independent contractor), and for complying with all applicable federal, state, and local laws and regulations, including without limitation wage and hour laws, tax withholding and reporting, anti-discrimination laws, workplace safety requirements, and any licensing or permit obligations.
7.3 Non-Discrimination.
Clients agree to comply with all applicable equal employment opportunity and anti discrimination laws and shall not make any hiring, engagement, or assignment decisions based on any protected characteristic.
7.4 Payment Responsibility.
Clients acknowledge and agree that the Company does not process, handle, collect, or disburse payments between Clients and Talent. Clients are solely responsible for timely and full payment of all amounts agreed to be paid to Talent, and for resolving any payment disputes directly with Talent.
7.5 Safe Working Conditions.
Clients are solely responsible for providing a safe and lawful work environment for any Talent they engage and for complying with all applicable occupational health and safety laws and regulations.
7.6 No Misrepresentation or Circumvention.
Clients shall not misrepresent the nature of any job, the scope of services, compensation, location, or working conditions, and shall not use the Platform for any fraudulent, abusive, or unlawful purpose or to circumvent these Terms.
7.7 Indemnity for Client Conduct.
Clients agree that they are solely responsible for their interactions with Talent and for any claims, liabilities, damages, or disputes arising from or relating to any Booking or Transaction, including without limitation claims relating to misclassification, wages, taxes, discrimination, harassment, or workplace injury.
8.1 Subscription Plans.
The Company may offer certain features of the Platform pursuant to free or paid subscription plans (“Subscription Plans”), which may vary by location, user type, and level of service. The features, pricing, and terms of each Subscription Plan will be described on the Platform and a reincorporated into these Terms by reference.
8.2 Fees and Payment.
By enrolling in a paid Subscription Plan, you authorize the Company to charge the applicable fees, taxes, and other charges to your designated payment method on a recurring basis inaccordance with the billing cycle disclosed at the time of purchase. All fees are stated in U.S.dollars unless otherwise indicated and are non-refundable except as expressly required by lawor as otherwise expressly stated in writing by the Company.
8.3 Auto-Renewal.
Unless you cancel your Subscription Plan prior to the end of the applicable billing period, your Subscription Plan will automatically renew for successive periods of the same duration, and you authorize the Company to continue charging your payment method for the applicable renewalfees.
8.4 Cancellation.
You may cancel your Subscription Plan at any time through your Account settings or as otherwise instructed on the Platform. Cancellation will take effect at the end of the then-current billing period, and you will retain access to the applicable features through the remainder of that period. No prorated refunds or credits will be provided for partial billing periods, unless required by law.
8.5 Changes to Fees and Plans.
The Company reserves the right to modify Subscription Plans, features, and pricing at any time. Any changes will become effective upon posting on the Platform or upon notice to you, and your continued use of the applicable Subscription Plan after such changes constitutes your acceptance of the revised fees or terms.
8.6 Failed Payments and Suspension.
If any payment is not successfully processed, the Company may, in its sole discretion, suspend or terminate your access to paid features until payment is received, and may charge reasonable collection costs as permitted by law.
8.7 Taxes.
You are responsible for any sales, use, value-added, or similar taxes imposed in connection with your purchase or use of a Subscription Plan, other than taxes based on the Company’s net income.
8.8 No Involvement in Booking Payments.
For clarity, Subscription Plan fees relate solely to access to Platform features. The Company does not process, collect, hold, or transmit any payments between Clients and Talent in connection with Bookings or Transactions, and such payments are made solely between those parties outside of the Platform.
9.1 User-to-User Arrangements.
Any Booking is formed solely between the applicable Client and Talent. The Company is not aparty to any such arrangement and has no control over, and does not participate in, the negotiation, terms, performance, or enforcement of any Booking.
9.2 No Payment Processing or Escrow.
All compensation, fees, gratuities, reimbursements, and other payments in connection with any Booking (each, a “Transaction”) are agreed to and exchanged directly between Client and Talent outside of the Platform. The Company does not process payments, does not hold funds in escrow, does not guarantee payment, and does not provide any payment protection or collection services.
9.3 No Warranties or Guarantees.
The Company makes no representations or warranties regarding the quality, safety, legality,suitability, or performance of any services provided by Talent, or the credit worthiness, conduct, or ability to pay of any Client. All Bookings and Transactions are entered into at the Users’ own risk.
9.4 Disputes Between Users.
Any dispute, claim, or controversy arising out of or relating to a Booking or Transaction, including without limitation disputes regarding payment, performance, cancellations, injuries, property damage, or misrepresentation, shall be resolved solely between the applicable Client and Talent. The Company has no obligation to mediate, arbitrate, or otherwise participate in any such dispute.
9.5 Release.
To the fullest extent permitted by law, each User releases the Company and its affiliates, officers, directors, employees, and agents from any and all claims, demands, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) arising out of or relating to any Booking or Transaction or any interaction between Users.
9.6 No Endorsement.
The Company does not endorse, recommend, or guarantee any User, and the display of any profile, rating, review, or other Content on the Platform does not constitute an endorsement by the Company.
9.7 Assumption of Risk.
Users acknowledge and agree that engaging in in-person or remote services involves inherent risks, and each User knowingly and voluntarily assumes all risks associated with any Booking or Transaction, including without limitation risks of personal injury, property damage, non payment, and legal non-compliance.
10.1 Platform Communications.
The Platform may enable communications between Users, including messaging, notifications, and other contact tools. You acknowledge that the Company may monitor, store, and review such communications for purposes of operating the Platform, enforcing these Terms, complying with legal obligations, and improving the Services, but the Company does not control and is not responsible for the content of communications between Users.
10.2 Consent to Electronic Communications.
By creating an Account or otherwise using the Platform, you consent to receive all communications from the Company electronically, including without limitation notices, disclosures, agreements, policies, updates, and transactional information, via the Platform, email, text message, or other electronic means.
10.3 Email and Marketing Communications.
You agree that the Company may send you service-related and administrative communications, including account confirmations, billing notices, and security alerts. Subject to applicable law, you may also receive marketing or promotional communications, and you may opt out of such communications at any time by following the unsubscribe instructions provided or by contacting the Company.
10.4 Text Messages and Automated Calls.
If you provide a mobile telephone number, you expressly consent to receive text messages and, where permitted by law, automated or pre recorded calls from or on behalf of the Company for purposes related to your Account and use of the Platform. Message and data rates may apply. You may revoke your consent to receive marketing text messages at any time by following the opt-out instructions provided in such messages.
10.5 Accuracy of Contact Information.
You are responsible for providing and maintaining accurate and current contact information in your Account. The Company shall not be liable for any failure to deliver communications due to outdated or incorrect contact information provided by you.
11.1 User Content Ownership.
As between you and the Company, you retain ownership of any User Content that you submit, post, upload, or otherwise make available on or through the Platform, subject to the licenses granted to the Company under these Terms.
11.2 License to Company.
By submitting or posting User Content, you grant the Company a worldwide, non-exclusive, royalty-free, fully paid, sublicensable, and transferable license to use, host, store, reproduce, modify, adapt, publish, translate, distribute, publicly display, publicly perform, and create derivative works from such User Content in connection with operating, marketing, promoting, and improving the Platform and the Services.
11.3 Public Display and Marketing Use.
You acknowledge and agree that certain User Content, including without limitation profiles, photographs, reviews, ratings, and testimonials, may be publicly displayed on the Platform and may be used by the Company in marketing, promotional, and advertising materials, in any media now known or hereafter developed, without further notice or compensation, except as prohibited by law.
11.4 User Representations Regarding Content.
You represent and warrant that you own or have all necessary rights, licenses, consents, and permissions to submit the User Content and to grant the licenses set forth herein, and that such User Content does not infringe, misappropriate, or violate any intellectual property, privacy, publicity, or other rights of any third party.
11.5 Content Standards and Removal.
The Company reserves the right, but has no obligation, to monitor, review, remove, or disable access to any User Content that the Company determines, in its sole discretion, violates these Terms, applicable law, or the rights of any third party, or is otherwise objectionable or harmful to the Platform or its Users.
11.6 Feedback.
Any suggestions, ideas, feedback, or other information provided by you to the Company regarding the Platform or the Services may be used by the Company for any purpose without obligation or compensation to you, and you hereby assign to the Company all right, title, and interest in and to such feedback.
12.1 General.
You agree not to use the Platform in any manner that is unlawful, fraudulent, abusive, misleading, harmful, or that otherwise violates these Terms or any applicable law or regulation.
12.2 Misrepresentation.
You shall not provide false, inaccurate, or misleading information in your Account, profile, job postings, communications, or otherwise, including without limitation misrepresenting your identity, qualifications, experience, availability, compensation, or the nature of any services or opportunities.
12.3 Circumvention and Off-Platform Solicitation.
You shall not use the Platform to circumvent Subscription Plans, fees, visibility rules, or other Platform features, or to harvest, scrape, or systematically collect information about other Users for commercial or competitive purposes.
12.4 Harassment and Discrimination.
You shall not engage in any conduct that is harassing, threatening, abusive, defamatory, discriminatory, or otherwise objectionable, including conduct based on any protected characteristic under applicable law.
12.5 Illegal and Unsafe Activity.
You shall not use the Platform to promote, facilitate, or engage in illegal activity, including without limitation violations of labor, wage and hour, tax, immigration, licensing, or safety laws.
12.6 Security and System Integrity.
You shall not attempt to interfere with, disrupt, or compromise the integrity or security of the Platform, including without limitation by hacking, introducing malware, scraping, reverse engineering, or attempting to gain unauthorized access to the Platform or any related systems or data.
12.7 Spam and Unsolicited Communications.
You shall not use the Platform to transmit spam, chain letters, mass solicitations, or other unsolicited or deceptive communications.
12.8 Competitive Use.
You shall not use the Platform to develop, operate, or support a competing service or to copy, extract, or repurpose Platform features, design, workflows, or data for competitive purposes.
12.9 Violation of Third-Party Rights.
You shall not post or transmit any Content that infringes, misappropriates, or violates any intellectual property, privacy, publicity, or other rights of any third party.
12.10 Enforcement.
The Company reserves the right, in its sole discretion, to investigate and take appropriate action against any User who violates this Section, including without limitation removing Content, suspending or terminating Accounts, and reporting violations to law enforcement or regulatory authorities.
13.1 No Circumvention of the Platform.
Users shall not use the Platform to identify, contact, solicit, or engage other Users for the purpose of entering into transactions, employment relationships, or service arrangements in a manner that intentionally avoids, bypasses, or undermines the Company’s subscription plans, fees, visibility features, or other monetization mechanisms (collectively, “Circumvention”).
13.2 Restricted Off-Platform Engagement.
Except through the Platform and in accordance with these Terms, neither Talent nor Clients may directly or indirectly solicit, contract with, or engage any User first introduced through the Platform for the same or substantially similar services for a period of twelve (12) months following the first contact between such parties through the Platform, unless the applicable subscription fees or other compensation required by the Company have been paid or theCompany has provided prior written consent.
13.3 Non-Solicitation of Users and Data.
Users shall not, directly or indirectly:
(a) solicit, induce, or encourage any User to leave the Platform;
(b) use information obtained from the Platform to build, promote, or operate a competing service;
(c) scrape, harvest, or systematically collect User data for commercial or competitive purposes;or
(d) use the Platform for mass outreach, recruiting, or staffing aggregation outside of the intended marketplace functionality.
13.4 Liquidated Damages.
Because the actual damages resulting from Circumvention and unauthorized solicitation would be difficult to quantify, Users agree that, in the event of a breach of this Section, the Company shall be entitled to liquidated damages in an amount equal to the greater of:
(i) the total subscription fees or commissions that would reasonably have been earned by the Company from the applicable Users during the twelve (12) month period following the initial introduction; or
(ii) Five Thousand Dollars (US $5,000) per violation,which the parties agree represents a reasonable estimate of the Company’s damages and not apenalty.
13.5 Injunctive Relief.
Users acknowledge that a breach of this Section would cause irreparable harm to the Companyfor which monetary damages may be inadequate. Accordingly, the Company shall be entitled to seek immediate injunctive and equitable relief, without the necessity of posting a bond, inaddition to any other remedies available at law or in equity.
13.6 Survival.
The obligations set forth in this Section shall survive termination of a User’s Account and expiration of these Terms.
14.1 No Screening or Verification.
The Company does not conduct criminal background checks, identity verification, credential verification, reference checks, or any other form of screening of Users. The Company makes no representations or warranties regarding the identity, qualifications, character, or suitability of any User.
14.2 User Responsibility.
Users are solely responsible for conducting their own background checks, reference checks, credential verification, and due diligence as they deem appropriate before entering into any Booking or Transaction.
14.3 No Endorsement.
The display of any profile, rating, review, or other information on the Platform does not constitute an endorsement, certification, or guarantee by the Company of any User.
14.4 Assumption of Risk.
By using the Platform and engaging in any Booking or Transaction, you acknowledge and agree that you assume all risks arising from your interactions with other Users, including without limitation risks of personal injury, property damage, fraud, misrepresentation, and criminal conduct.
14.5 Release.
To the fullest extent permitted by law, you release the Company and its affiliates, officers, directors, employees, and agents from any and all claims, demands, damages, losses, liabilities, costs, and expenses arising out of or relating to the failure to conduct background checks orother screening of any User.
15.1 Termination by User.
You may terminate your Account at any time by following the account closure procedures onthe Platform or by contacting the Company. Termination will be effective upon the Company’s processing of your request.
15.2 Termination or Suspension by Company.
The Company may, in its sole discretion and without prior notice, suspend or terminate your Account, restrict your access to the Platform, or remove any Content, at any time and for any reason, including without limitation if the Company determines that you have violated these Terms, applicable law, or that your conduct may create risk or potential legal exposure for the Company, other Users, or third parties.
15.3 Effect of Termination.
Upon termination or suspension of your Account for any reason:
(a) your right to access and use the Platform will immediately cease;
(b) any outstanding fees owed to the Company shall become immediately due and payable;
(c) the Company may delete or deactivate your Account and User Content, subject to applicable law; and
(d) any Bookings or Transactions entered into prior to termination shall remain solely between the applicable Client and Talent.
15.4 No Refunds.
Except as expressly required by law or stated in writing by the Company, termination of your Account shall not entitle you to any refund of Subscription Plan fees or other amounts paid to the Company.
15.5 Survival.
All provisions of these Terms which by their nature should survive termination or expiration, including without limitation all provisions relating to payment obligations, intellectual property, User Content and licenses, disclaimers, limitation of liability, assumption of risk, releases, indemnification, dispute resolution, arbitration, class and representative action waivers, jurytrial waiver, governing law, venue, and enforcement, shall survive any termination or expiration of these Terms or your Account.
16.1 Company Property.
The Platform, including without limitation all software, code, databases, designs, text, graphics, logos, trademarks, service marks, trade names, and other content provided by the Company (collectively, “Company IP”), are owned by or licensed to the Company and are protected by intellectual property and other applicable laws. Except for the limited rights expressly granted under these Terms, no right, title, or interest in or to the Company IP is transferred to you.
16.2 Limited License to Users.
Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your personal or internal business use in connection with the Services and in accordance withthese Terms.
16.3 Restrictions.
You shall not copy, modify, distribute, sell, lease, sublicense, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any portion of the Platform, nor remove, alter, or obscure any copyright, trademark, or other proprietary notices.
16.4 Trademarks.
All trademarks, logos, and service marks displayed on the Platform are the property of the Company or their respective owners. You may not use any such marks without the prior written consent of the Company or the applicable rights holder.
16.5 Feedback.
Any feedback, suggestions, ideas, or other information you provide regarding the Platform or the Services shall be deemed non-confidential and shall become the sole and exclusive property of the Company, and the Company shall have the unrestricted right to use such feedback for any purpose without acknowledgment or compensation to you.
16.A Copyright Policy; DMCA Notice And Takedown.
i) Copyright Infringement Policy.
The Company respects the intellectual property rights of others and expects Users to do the same. It is the Company’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”), 17 U.S.C. §512, and to terminate, in appropriate circumstances, Users who are repeat infringers.
ii) Designated DMCA Agent.
Pursuant to the DMCA, the Company has designated an agent to receive notifications of claimed copyright infringement (“Designated Agent”). The Designated Agent’s contact information is:
Designated DMCA Agent
The Popup Staff, LLC
Email: contact@thepopupstaff.com
The Company may update this contact information by posting revised information on the Platform.
iii) DMCA Takedown Notice Requirements.
If you believe that any Content available on or through the Platform infringes your copyright, you may submit a written notification to the Designated Agent that includes the following:
(a) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright;
(b) identification of the copyrighted work claimed to have been infringed;
(c) identification of the material that is claimed to be infringing and information reasonably sufficient to permit the Company to locate the material;
(d) your contact information, including address, telephone number, and email address;
(e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(f) a statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the copyright owner.
iv) Counter-Notification Procedure.
If you believe that your Content was removed or disabled as a result of mistake or misidentification, you may submit a counter-notification to the Designated Agent that includes:
(a) your physical or electronic signature;
(b) identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled;
(c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification;
(d) your name, address, telephone number, and email address; and
(e) a statement that you consent to the jurisdiction of the federal court in the district in which your address is located (or, if outside the United States, the district in which the Company islocated) and that you will accept service of process from the person who provided the original notification or that person’s agent.
v) Repeat Infringer Policy.
In accordance with the DMCA and other applicable law, the Company has adopted a policy of terminating, in appropriate circumstances and in its sole discretion, the Accounts of Users who are deemed to be repeat infringers.
vi) No Liability for User Content.
The Company does not control, and is not responsible for, Content posted by Users, and shall not be liable for any copyright infringement arising from User Content, provided that it complies with its obligations under the DMCA.
17.1 Privacy Policy.
Your use of the Platform is subject to the Company’s Privacy Policy, which describes how the Company collects, uses, discloses, and protects personal information. The Privacy Policy is incorporated into these Terms by reference and forms a part of this Agreement.
17.2 Consent to Data Practices.
By accessing or using the Platform, you consent to the collection, use, storage, and disclosure of your information in accordance with the Privacy Policy and applicable law.
17.3 Data Security.
While the Company employs commercially reasonable administrative, technical, and physical safeguards designed to protect personal information, you acknowledge and agree that no data transmission or storage system can be guaranteed to be 100% secure, and the Company does not warrant the absolute security of your information.
17.4 International Transfers.
If you access the Platform from outside the United States, you acknowledge and agree that your information may be transferred to and processed in the United States and other jurisdictions where the Company or its service providers operate, which may have data protection laws that differ from those in your jurisdiction.
17.5 User Responsibilities.
You are responsible for maintaining the confidentiality of your Account credentials and for any personal information you choose to share with other Users through the Platform.
18.1 Platform Provided
”THE PLATFORM AND ALL SERVICES, CONTENT, AND FEATURES ARE PROVIDED ON AN “AS IS”AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.
18.2 No Warranties.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESSFOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, AND RELIABILITY.
18.3 No Guarantee of Results.
THE COMPANY DOES NOT WARRANT OR GUARANTEE THAT:
(a) TALENT WILL OBTAIN ANY JOBS, BOOKINGS, OR INCOME;
(b) CLIENTS WILL FIND SUITABLE OR QUALIFIED TALENT;
(c) ANY USER WILL PERFORM SERVICES IN A SATISFACTORY, SAFE, OR LAWFUL MANNER;
(d) THE PLATFORM WILL OPERATE WITHOUT INTERRUPTION, ERROR, OR SECURITY BREACH; OR
(e) ANY CONTENT OR COMMUNICATIONS WILL BE ACCURATE, COMPLETE, OR FREE OF DEFECTS.
18.4 Third-Party Conduct.
THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE CONDUCT, IDENTITY, ABILITY, QUALIFICATIONS, LEGAL COMPLIANCE, OR SUITABILITY OF ANY USER. ALLINTERACTIONS AND TRANSACTIONS BETWEEN USERS ARE AT THEIR OWN RISK.
18.5 No Legal, Tax, or Employment Advice.
ANY INFORMATION PROVIDED THROUGH THE PLATFORM IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE LEGAL, TAX, EMPLOYMENT, OR REGULATORY ADVICE. USERS ARE SOLELY RESPONSIBLE FOR OBTAINING THEIR OWN PROFESSIONAL ADVICEAND FOR COMPLYING WITH ALL APPLICABLE LAWS.
18.6 Jurisdictional Limitations.
Some jurisdictions do not allow the exclusion of certain warranties, so some of the above disclaimers may not apply to you. In such cases, the disclaimers shall apply to the maximum extent permitted by applicable law.
19.1 Exclusion of Certain Damages.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY OR ITS AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, PERSONAL INJURY, PROPERTY DAMAGE, OR EMOTIONAL DISTRESS, ARISING OUT OF ORRELATING TO THESE TERMS, THE PLATFORM, OR ANY BOOKING OR TRANSACTION, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANYOTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
19.2 Cap on Liability.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL CUMULATIVE LIABILITY OF THE COMPANY AND ITS AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, AND LICENSORS FOR ALL CLAIMS, DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, OR THE SERVICES SHALL NOT EXCEED THE GREATER OF:
(A) THE AMOUNT OF FEES PAID BY YOU TO THE COMPANY FOR SUBSCRIPTION PLANS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR
(B) ONE HUNDRED DOLLARS (US $100).
19.3 Third-Party Conduct and Transactions.
WITHOUT LIMITING THE FOREGOING, THE COMPANY SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIM, DAMAGE, LOSS, OR DISPUTE ARISING OUT OF OR RELATING TO:
(a) ANY BOOKING OR TRANSACTION BETWEEN USERS;
(b) THE ACTS OR OMISSIONS OF ANY USER OR THIRD PARTY;
(c) ANY INJURY, DEATH, PROPERTY DAMAGE, THEFT, FRAUD, NON-PAYMENT, ORMISREPRESENTATION; OR
(d) ANY MISCLASSIFICATION, WAGE, TAX, BENEFIT, OR EMPLOYMENT-RELATED CLAIMS.
19.4 Basis of the Bargain.
You acknowledge and agree that the limitations of liability set forth in this Section are a fundamental basis of the bargain between you and the Company, and that the Company would not be able to provide the Platform without such limitations.
19.5 Jurisdictional Limitations.
Some jurisdictions do not allow the limitation or exclusion of liability for certain damages. To the extent such limitations are not permitted by applicable law, the liability of the Company shall be limited to the maximum extent permitted by such law.
20.1 General Indemnity.
You agree to defend, indemnify, and hold harmless the Company and its affiliates, and each of their respective officers, directors, managers, members, employees, agents, and representatives (collectively, the “Company Indemnified Parties”) from and against any and all claims, demands, actions, suits, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to:
(a) your access to or use of the Platform;
(b) any Booking, Transaction, or interaction with another User;
(c) your User Content;
(d) your violation of these Terms or any applicable law or regulation; or
(e) your infringement, misappropriation, or violation of any intellectual property, privacy, publicity, or other rights of any third party.
20.2 Employment and Labor Claims.
Without limiting the foregoing, Clients agree to defend, indemnify, and hold harmless the Company Indemnified Parties from and against any and all claims, liabilities, penalties, taxes,damages, and expenses (including attorneys’ fees) arising out of or relating to:
(a) the classification of any Talent (including claims that any Talent is or should be deemed anemployee, joint employee, or co-employee of the Company);
(b) any alleged failure to pay wages, overtime, minimum wage, benefits, reimbursements, orother compensation;
(c) any tax withholding or reporting obligations;
(d) any alleged violation of labor, employment, discrimination, harassment, or workplace safetylaws.
20.3 Talent Obligations.
Talent agree to defend, indemnify, and hold harmless the Company Indemnified Parties from and against any and all claims, liabilities, damages, and expenses arising out of or relating to:
(a) the services performed for Clients;
(b) any personal injury, death, or property damage caused by Talent;
(c) any misrepresentation regarding qualifications, licensing, or work authorization;
(d) any failure to comply with applicable tax, licensing, or regulatory requirements.
20.4 Procedure.
The Company shall provide you with reasonable notice of any claim subject to indemnification (provided that failure to provide prompt notice shall not relieve you of your indemnification obligations except to the extent materially prejudiced). The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate fully in the defense of such claim.
20.5 Survival.
Your indemnification obligations under this Section shall survive any termination or expiration of these Terms and your use of the Platform.
21.1 No Insurance Provided by Company.
The Company does not provide, and expressly disclaims any obligation to provide, workers’ compensation, unemployment insurance, general liability insurance, professional liability insurance, health insurance, disability insurance, or any other insurance coverage for Users inconnection with their use of the Platform or any Booking or Transaction.
21.2 User Insurance Responsibility.
Users are solely responsible for obtaining and maintaining any insurance coverage required by law or reasonably appropriate for their activities, services, and obligations, including without limitation:
(a) Talent: insurance coverage appropriate for the services they perform, including general liability and professional liability insurance, as applicable;
(b) Clients: insurance coverage appropriate for their business operations and worksites, including general liability and workers’ compensation insurance, as required by law.
21.3 Assumption of Risk.
Each User knowingly and voluntarily assumes all risks arising out of or relating to their use ofthe Platform and any Booking or Transaction, including without limitation risks of personal injury, illness, death, property damage, theft, non-payment, and legal non-compliance.
21.4 No Coverage Representation.
The Company makes no representations or warranties regarding the existence, scope, or adequacy of any insurance coverage carried by any User, and shall have no liability arising out of or relating to any failure by a User to obtain or maintain appropriate insurance.
22.1 Agreement to Arbitrate.
Except as expressly provided in Section 22.4, any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, the Services, or any Booking or Transaction, including without limitation claims based on contract, tort, statute, fraud, misrepresentation, employment, or any other legal theory (each, a “Dispute”), shall be resolved exclusively by final and binding arbitration, rather than in court.
22.2 Governing Arbitration Law and Rules.
The arbitration shall be administered by the American Arbitration Association (“AAA”) inaccordance with its Commercial Arbitration Rules or, if applicable, Consumer Arbitration Rules, as in effect at the time the arbitration is initiated, except as modified by this Section. The Federal Arbitration Act (“FAA”) shall govern the interpretation and enforcement of this arbitration agreement.
22.3 Arbitration Procedure.
The arbitration shall be conducted before a single neutral arbitrator. The place of arbitration shall be the state in which the Company is headquartered, unless the parties agree otherwise. The arbitrator shall have the authority to award any relief that would be available in a court of competent jurisdiction, subject to the limitations set forth in these Terms. Judgment on the arbitration award may be entered in any court having jurisdiction.
22.4 Exceptions; Injunctive Relief.
Not with standing the foregoing, either party may seek temporary or permanent injunctive relief or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of its intellectual property rights, confidential information, or data security obligations, without first submitting such claim to arbitration.
22.5 Class Action Waiver.
ALL DISPUTES SHALL BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITIES, AND NOT AS APLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, ORPRIVATE ATTORNEY GENERAL PROCEEDING. THE ARBITRATOR SHALL NOT HAVE AUTHORITY TO CONSOLIDATE CLAIMS OR TO HEAR ANY CLAIM ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS.
22.6 Jury Trial Waiver.
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTER CLAIM ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, OR THE SERVICES, WHETHER BROUGHT IN COURT OR IN ARBITRATION.
22.6A California Private Attorneys General Act (“PAGA”) Waiver
i) To the fullest extent permitted by law, you agree that any dispute or claim brought under the California Private Attorneys General Act of 2004 (“PAGA”), California Labor Code § 2698 et seq., shall be brought solely in your individual capacity and not as a representative, collective, orproxy action on behalf of the State of California or any other current or former employee, worker, or aggrieved individual.
ii) No Representative or Proxy Actions.
You expressly waive the right to bring or participate in any PAGA action on a representative, collective, or proxy basis, including any claim seeking civil penalties on behalf of other individuals or the State of California.
iii) Arbitration of Individual PAGA Claims.
To the extent any PAGA claim is permitted to proceed on an individual basis not withstanding this waiver, such individual PAGA claim shall be subject to and resolved by binding arbitration in accordance with the arbitration provisions set forth in Section 20 (Dispute Resolution;Arbitration; Class Action and Jury Trial Waiver) of these Terms.
iv) Severability.
If any portion of this Section is found to be invalid or unenforceable as to representative orproxy PAGA claims, such portion shall be severed, and the remaining provisions shall remain in full force and effect, provided that any non-waivable representative PAGA claims shall be stayed pending the resolution of the individual arbitration, to the maximum extent permitted by law.
v) Acknowledgment.
You acknowledge that this waiver is a material inducement to the Company’s provision of the Platform and that the Company would not provide access to the Platform without this waiver.
22.7 Costs and Fees.
Each party shall bear its own attorneys’ fees and costs in connection with any arbitration, except to the extent the arbitrator determines that an award of attorneys’ fees or costs is authorized by applicable law or these Terms.
22.8 Severability of Arbitration Provisions.
If any portion of this Section is found to be invalid or unenforceable, such portion shall be severed and the remaining provisions shall remain in full force and effect, provided that if the Class Action Waiver is found to be unenforceable, the entire arbitration agreement shall be null and void and the Dispute shall be resolved in a court of competent jurisdiction.
23.1 Governing Law.
These Terms, and any Dispute arising out of or relating to these Terms, the Platform, or the Services, shall be governed by and construed in accordance with the laws of the State in whichthe Company is organized and headquartered, without regard to its conflict of laws principles.
23.2 Venue for Non-Arbitrable Matters.
To the extent any Dispute is not subject to arbitration pursuant to Section 20, or to the extent a party seeks injunctive or equitable relief as permitted under Section 20, such Dispute shall be brought exclusively in the state or federal courts located within the State in which the Company is headquartered, and the parties hereby irrevocably consent to the personal jurisdiction and venue of such courts.
23.3 Waiver of Forum Non Conveniens.
Each party hereby waives any objection based on inconvenient forum or lack of personal jurisdiction with respect to the courts specified in this Section.
24.1 Force Majeure Events.
The Company shall not be liable for any failure or delay in the performance of its obligations under these Terms (other than payment obligations) to the extent such failure or delay is caused by or results from events beyond its reasonable control, including without limitation acts of God, natural disasters, fires, floods, earthquakes, epidemics, pandemics, public health emergencies, war, terrorism, riots, civil unrest, labor disputes, strikes, governmental orders, laws or regulations, failures of utilities or telecommunications, power outages, internet service disruptions, cyber attacks, or failures of third-party service providers (each, a “Force Majeure Event”).
24.2 Effect of Force Majeure.
During the continuation of a Force Majeure Event, the Company’s affected obligations shall be suspended to the extent and for the duration of such Force Majeure Event, and the Company shall use commercially reasonable efforts to resume performance as soon as practicable.
25.1 Electronic Agreement.
By creating an account, clicking to accept, or using the Platform, you agree that you are entering into this agreement electronically and that your actions constitute your electronic signature.
25.2 Consent to Electronic Records.
You consent to receive all agreements, notices, disclosures, and communications in electronic form and agree that electronic records satisfy any legal requirement that such records be inwriting.
25.3 E-SIGN Act.
You acknowledge that this agreement is governed by the U.S. Electronic Signatures in Globaland National Commerce Act (E-SIGN Act) and that electronic signatures and records are legally binding.
25.4 Access and Retention.
You confirm that you can access and retain electronic records and are responsible for saving orprinting a copy for your records.
26.1 Assignment by Company.
The Company may assign, transfer, or delegate these Terms, in whole or in part, without your consent, including without limitation in connection with a merger, acquisition, re organization, sale of assets, or by operation of law.
26.2 Assignment by User.
You may not assign, transfer, or delegate these Terms, in whole or in part, without the prior written consent of the Company. Any attempted assignment in violation of this Section shall benull and void.
26.3 Binding Effect.
These Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
27.1 Severability.
If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible and, to the extent so limited, shall be deemed severed from these Terms, and the remaining provisions of these Terms shall remain in full force and effect.
27.2 Reformation.
To the extent permitted by law, any invalid or unenforceable provision shall be deemed modified so as to be valid and enforceable to the fullest extent possible while preserving the original intent of the parties.
28.1 Entire Agreement.
These Terms, together with the Privacy Policy and any other policies or guidelines expressly incorporated by reference, constitute the entire agreement between you and the Company regarding your access to and use of the Platform and the Services, and supersede all prior or contemporaneous agreements, understandings, representations, and communications, whether written or oral, relating to the subject matter here of.
28.2 No Reliance.
You acknowledge that you have not relied on any statement, representation, warranty, or agreement of the Company or any third party, except as expressly set forth in these Terms.
29.1 No Waiver by Failure to Enforce.
The failure of the Company to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision, nor of any other rights or provisions.
29.2 Written Waiver Required.
Any waiver of any provision of these Terms will be effective only if in writing and signed by anauthorized representative of the Company. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default.
30.1 Notices from Company to Users.
The Company may provide any notice or other communication to you under these Terms by posting on the Platform, by email to the email address associated with your Account, by in Platform notification, or by any other electronic means permitted by law. Such notice shall be deemed given when transmitted or posted, as applicable.
30.2 Notices from Users to Company.
Any notice to the Company required or permitted under these Terms shall be in writing and delivered by email or by certified or registered mail to the contact information set forth in Section 28, or to such other address as the Company may designate by notice on the Platform. Such notice shall be deemed given when received by the Company.
30.3 Electronic Form.
You agree that all notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.
If you have any questions, complaints, or claims regarding the Platform or these Terms, you may contact the Company at:
The Popup Staff, LLC
Email: contact@thepopupstaff.com
