Introduction
Welcome to Merry Popin!
The Site is operated by Merry Popin, Inc., a Delaware corporation. Unless otherwise specified, the entity controlling the Site you are accessing is referred to herein as “Company” “we,” “us” or “our”. For the purposes of the Terms “you” means, collectively, the person using the Site.
By using or accessing MerryPopin.co, the Platform (as hereinafter defined) a subdomain of such website, any mobile application for such websites or any other website operated by us on which this Platform Services Agreement (the “PSA”) is posted via a link or otherwise (each referred to herein as a “Site”), you acknowledge that you agree to and are subject to the following terms and conditions, as well as our Privacy Policy and Terms of Use to the extent not already incorporated in this PSA (together, PSA, Privacy Policy and Terms of Use hereinafter referred to as the “Terms“). If you do not fully agree to the Terms and any other terms and conditions posted or linked to any Site, you are not authorized to access or otherwise use the Site. Under the Terms, “use” or “access” of the Site specifically includes any direct or indirect access or use of the Site or any cached version of the Site and any direct or indirect access or use of any information or content on the Site, regardless of how obtained and the term “Site” includes, without limitation, any cached version thereof. The Company reserves the right to change any of the provisions posted herein and you agree to review these Terms each time you visit the Site. Your continued use of the Site following the posting of any changes to the Terms constitutes your acceptance of such changes. The Company does not and will not assume any obligation to provide you with notice of any change to the Terms and you acknowledge and agree to same. Unless accepted by the Company in writing, you may not amend the Terms in any way.
You should read through all the Terms carefully. The Terms constitute a legally binding agreement between you and the Company. You are not authorized to use this Site unless you are at least 18 and able to enter into legally binding contracts. We do not knowingly collect the information of anyone under the age of 18.
If you arrived on the Site after having been re-directed or otherwise clicking on another website, you agree that our Terms shall govern your use of this Site.
How does Merry Popin Work?
The Site is a neutral platform (the “Platform”) that provides the opportunity for small and mid-sized businesses looking for a brick-and-mortar retailing experience to connect with brick-and-mortar businesses that are open to sharing their space(s) to connect, to communicate with each other and enter into licensing agreements (“License Agreements”) for the use of brick-and-mortar retail space (the “Space” or “Spaces”). We refer to people looking to share their Space as a “Host” and people looking to license space, a “Licensee”, and either party or others who may access this Site, a “User”.
The Site is a Neutral Venue and We are Not a Party to any License Agreement, Booking Agreement, Rental Agreement or other Transaction Between Users of the Site. We urge all users to be responsible about their use of this Site and any transaction entered into as a result of either listing a Space or booking a Space. We do not own or manage, nor can we contract for, any Space listed on a Site. The Site acts as a venue to allow Hosts and their representatives who list Spaces on the Site to offer one or more of their Spaces to be booked by Licensees, as well as a way for users to communicate with one another and enter into licensing agreements or similar transactions. Because we are not a party to any license, booking, rental or other agreement between Users, any part of an actual or potential transaction between Users, including the quality, condition, safety or legality of the spaces listed, the truth or accuracy of the listings (including the content thereof or any review relating to any property), and the ability of Hosts to license or rent a Space or the ability of Licensees to contract for Spaces, are solely the responsibility of the Users. We shall not, by reason of your use of this Site or otherwise, be deemed to be your employee or agent, and we shall have no power to enter into any agreement on your behalf or bind you. Neither the Company nor any of its affiliates entities, shareholders, members, directors, employees, agents or representatives are acting or are licensed as real estate brokers or real estate salespersons.
You agree to indemnify, defend, and hold harmless the Company, its parents, affiliates and/or subsidiaries, and each of their respective directors, officers, partners, members, managers, employees, contractors, suppliers, representatives, agents and attorneys (the “Company Parties”), harmless from and against any and all liabilities, claims, actions, suits, proceedings, judgments, fines, damages, costs, losses and expenses (including reasonable attorneys’ fees, court costs and/or settlement costs) arising from any dispute between Customers and Providers or Users of this Site and the Platform.
Responsibility for applicable laws, rules and regulations. Users agree that they are responsible for, and agree to abide by, all laws, rules and regulations applicable to their use of the Site, their use of any tool, service or product offered on the Site and any transaction they enter into on the Site or in connection with their use of the Site. Hosts further agree that they are responsible for and agree to abide by all laws, rules and regulations applicable to the listing of their Space and the conduct of licensing their Space, including but not limited to any and all laws, rules, regulations or other requirements relating to taxes, credit cards, data and privacy, taxes, permits or license requirements, zoning ordinances, safety compliance and compliance with all anti-discrimination and fair housing laws, as applicable. Please be aware that, even though we are not a party to any booking or other transaction and assume no liability for legal or regulatory compliance pertaining to Spaces listed on the Site, there may be circumstances where we are nevertheless legally obligated (as we may determine in our sole discretion) to provide information relating to a listing in order to comply with governmental bodies in relation to investigations, litigation or administrative proceedings, and we may choose to comply with or disregard such obligation in our sole discretion. Hosts who accept credit card, banking or other payment information from Licensees agree to properly handle and safeguard all such information in accordance with applicable legal and regulatory requirements and best practices.
Creating and Maintaining Your Presence on the Platform
If you desire to be a Host and/or a Licensee, you will be prompted to create an account (the “Account”), which includes a sign-in name which will be the User’s email address (“Sign-In Name”), a password (“Password”), possible certain additional information that will assist in authenticating your identity when you log-in in the future (“Unique Identifiers”) as well as information (and in some cases as more fully set forth below, pictures and other files and documents) specific to you and/or the Spaces you desire and/or are offering as prompted during the account creation process (the “Registration Information”). When creating your account, you shall provide true, accurate, current, and complete Registration Information and you warrant and represent that you shall keep the information current, accurate and up-to-date for so long as you maintain an Account. You will be given the opportunity to upload pictures of yourself and/or if you are a Host, the Space you wish to offer. You represent and warrant that you have the legal rights to any such pictures uploaded onto the Site.
Upon the User completing the creation of an Account, prior to the Account “going live”, the Company reserves the right to review the Account for compliance with the Site’s Terms. Should the Company elect not to set the Account live, the Company will endeavor to send the User an email (if a functioning email address is provided) regarding what corrections, if any, the User may need to make in order to comply with the Site’s Terms to gain access to the Platform. Notwithstanding the foregoing and for the avoidance of doubt, (a) the Company’s approval of an Account or any Content (as hereinafter defined) shall not be deemed to be an endorsement of the User and/or the Spaces; (b) the Company’s rejection of an Account or any Content shall not be deemed to be a commentary on the User or the User’s Space, if applicable, other than the fact that the Registration Information does not meet, in the Company’s sole and absolute discretion, the Site’s Terms; and (c) the Company’s decision under (a) or (b) shall be non-appealable and final and the Company shall not be liable for either its approval or rejection of an Account or any Content. Furthermore, the Company’s rights and discretion under (a)-(c) above shall apply to any future additions and/or modifications to a User’s Account and/or Content.
Each Sign-In Name and corresponding Password and Unique Identifiers shall be used by only one User. You are solely responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered or payments made through the Site using one or more of them. You shall promptly inform us of any need to deactivate a Password or Sign-In Name, or change any Unique Identifier. We reserve the right to delete or change your Password, Sign-In Name, or Unique Identifier at any time and for any reason and shall have no liability to you for any loss or damage caused by such action. Further, we may, without notice to you, suspend or cancel your Account or any listing at any time even without receiving notice from you if we suspect, in our sole discretion, that your Account with us or your email account is being used in an unauthorized or fraudulent manner. In any event and for the avoidance of doubt, the Company shall not be liable for any loss or damage caused by any unauthorized use of your Account.
You retain all ownership rights in any content you post on the Site (the “Content”). For the avoidance of doubt, all Content must be consistent and in compliance with the Terms. To the extent permitted by applicable law, you also grant to the Company and our successors and assigns a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, distribute, perform, display, and make derivative works of all such content and your name, voice, and/or likeness as contained in your 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 Site the Company’s, our successors’ and assigns’ businesses, including, without limitation, for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels (including without limitation news media, email marketing, social media, etc.). You also hereby grant each User and each Site visitor a non-exclusive license to access your Content through the Site and to use, reproduce, distribute, and display such Content to the extent permitted through the normal functionality of the Site and subject to all applicable confidentiality and other provisions of the Terms and applicable law.
Without limiting any other remedies, the Company may limit, suspend, or terminate any User’s Account or access or ability to use the Platform, the Site and/or its content if the Company determines in its sole discretion that such User is or may be violating these Terms, is acting inconsistently with the letter or spirit of the Company’s Terms and other applicable policies, or is otherwise creating a negative user experience for other Users. The Company reserves the right to cancel unconfirmed Accounts that have been inactive for an extended period of time, or to modify or discontinue any part of or all of the Platform or the Site. The Company reserves the right to take any technical or legal steps to prevent misuse of the Platform or the Site and to delay or remove hosted content for any reason.
Overview of Booking/Licensing Process
User verification on the Internet is difficult and we cannot, and do not assume any responsibility for, the confirmation of each user’s purported identity. The Site contains communication tool(s) (the “Messaging Tools”). Initially, Users must contact each other through the Platform using the Messaging Tools including without limitation to inquire about a Space, request or accept a booking, enter into a License Agreement and for payment.
When a Licensee submits an inquiry (“Inquiry”) to a Host regarding a Space, the Host can accept or reject the Inquiry. In order for a Licensee to submit an Inquiry, the Licensee must first register with the Payment Processor (as defined herein). Prior to accepting a booking, the Host must also complete the Host’s registration with the Payment Processor. The Host and the Licensee shall as part of the License Agreement agree on all terms related to the license of the Space, including without limitation, license fees (the “License Fees”) and payment terms. All invoicing for License Agreements shall be done through the Platform and all Payment of all Fees (as hereinafter defined) must take place through the Payment Processor.
License Agreement. By entering into a License Agreement, the Licensee and Host each agree to the terms and conditions set forth in such License Agreement or other such terms displayed on the Site (including without limitation the cancellation and refund policies) effective as of the date that the User indicates acceptance of the License Agreement. You hereby acknowledge and agree that (a) you are fully responsible for such terms and conditions, (b) any License Agreement used, whether or not based on a sample provided by the Site is used solely at your own risk and expense, (c) nothing contained in these Terms or the License Agreement or any sample license agreement is a substitute for the advice of an attorney, and (d) that you have been hereby advised to obtain local legal counsel to prepare, review and revise as necessary any License Agreements to ensure compliance with federal, state, and local law and their particular circumstances, and to revise the License Agreement as necessary to accurately represent a particular Space, property, rules, features, etc.
Upon the expiration of the License Agreement and the Licensee’s remitting final payment of the License Fees for the Space, the Site will send the Users a notification containing a link whereby the Users can rate and review (a “Review”) their experience with the Host or Licensee, as applicable. Reviews may be public (e.g. viewable by any User with a registered and approved Account) or made private (or a portion thereof public or private) at the User’s option. The User shall have the option to post a public response (a “Response”) to any portion of a Review that is public. While Reviews can indeed be a useful tool for both Licensees and Hosts, we suggest that all Users consider the content and tone of their Reviews and Responses and encourage all Users to act civilly and in the best interests of each other and the community of Hosts and Licensees, generally, and seek to resolve any actual disputes privately to achieve the best result.
Non-Circumvention. Users agree that once Users have met on the Platform or engaged another User to license a Space through the Site, from the date on which the Users first enter into a License Agreement and for a period of eighteen (18) months after the expiration of the License Agreement, Users shall use the Site as the exclusive method to request, receive, or make payments for any additional communication regarding the Space, directly or indirectly for such party or arising out of Users’ relationship with that party.
Fees & Payment
The Company currently utilizes Stripe, Inc. as its online payment processor (the “Payment Processor”). As set forth above, you will be required to complete registration with the Payment Processor and in addition to complying with the Site’s Terms, you acknowledge and agree that the Payment Processor’s terms of use and privacy policy shall also apply. As a reminder, all Fees must be paid through the Payment Processor. For the purposes of this PSA, “Fees” shall include (i) License Fees; (ii) Processing Fees (as hereinafter defined) and (iii) Platform Services Fees (as hereinafter defined).
Users acknowledge that from the License Fees, the Payment Processor shall deduct: (i) for the Payment Processor, a processing fee (together, the “Processing Fee”); and (ii) for the Company, a platform services fee (the “Platform Services Fee”). The current Processing Fee and Platform Services Fee can be found here. Users shall be responsible for the payment, collection reporting, filing and remittance of any and all applicable taxes including without limitation sales tax, use tax and income tax (including without limitation any penalties, interests or costs related to same, together, the “Taxes”) due to any and all taxing authorities (“Taxing Authorities”) arising from, or in connection with Users utilizing the Platform, and in addition to a User’s indemnification obligations set forth in this PSA and throughout the Terms, Users shall, jointly and severely, defend, indemnify and hold the Company Parties harmless from and against any and all claims against the Company by any Taxing Authority for payment of Taxes related to Users providing or licensing Spaces from one another using the Platform.
To the extent Users desire to process a refund (a “Refund”) of any portion of the License Fees, Users must process any such Refund directly through the Payment Processor (the Company will not be involved in the Refund process). For the avoidance of doubt, no portion of the Platform Services Fee shall be refunded along with any Refund (for information regarding a refund of the Processing Fee, see the Payment Processor’s terms).
The Company may choose to temporarily reduce the Platform Service Fee for promotional events or to promote new services (a “Promotional Event”), and such changes shall be effective upon provision of notice of the Promotional Event. The Company reserves the right to cancel any Promotional Event before its originally stated expiration date, without notice, and at the Company’s sole discretion.
Disputes that Arise Between Users
We believe that the best way to resolve disputes (“Disputes”) between Users is to avoid them in the first place, which is made more likely by Users being clear in communication and expectations throughout the process of working together. The Company is not responsible for nor does the Company undertake any obligation to mediate or resolve Disputes between Users. However, we want Users to forge good working relationships with one another and have a positive experience with the Platform, and while we encourage Users to attempt to work out any Disputes amongst themselves (and encourage Users to keep written documentation of their interactions to aid in them in their resolution of Disputes), we do want to hear about Disputes when they arise to understand why a Dispute arose and what helpful hints and general information we can add to our knowledge base for the community of Users to reference to avoid Disputes in the future. If a User brings a Dispute to our attention, we will share the information we receive with the other User and further encourage the Users to attempt to resolve the Dispute. In order for us to effectively review any Dispute, communications between Users (to the extent not through the Site’s Messaging Tools) should be documented in writing. The Users agreed to defend, indemnify and hold the Company Parties harmless from and against any claims or liability whatsoever related to the Company’s participation in attempting to resolve Disputes.
The Fine Print
Please see the Terms of Use here.
Last Updated May 4, 2023