Terms of Use

General Terms and Conditions
These General Terms and Conditions (as amended by Popavent from time to time, the "General Terms") govern your use of www.popavent.com (including all domains and sub-domains thereunder, the "Website") and any services provided or received thereby.  The Website provides a searchable listing for (a) vendors ("Providers") to post available event venues and event-related services, (b) event planners and clients ("Planners", and together with Providers, "Participants") to search for, and contact, Providers and (c) Popavent to offer various services to Providers, Planners and Participants from time to time.

ACCEPTANCE
By registering on the web site you shall be deemed to have accepted these General Terms in their entirety.  Read these General Terms carefully since they describe the terms and conditions under which Popavent makes the Website available to you.  If you do not accept these General Terms, or if you breach these General Terms, you may not use the Website.  In this document, "you" means the person or company using the Website; "Popavent" means Popavent, Inc. and its affiliates. If you are dissatisfied with the Website, its content, or any of these terms, conditions, and policies, your sole legal remedy is to discontinue using the Website.   

ADDITIONAL SERVICES
In addition to those features of the Website that Popavent makes available, free of charge, to users generally, you may also register to use certain additional features ("Popavent Services") that Popavent makes available to registered Participants.  As a condition to accessing or using Popavent Services, Popavent may require that you agree to certain additional terms and conditions ("Service Terms"), which Service Terms are hereby incorporated into these General Terms by reference.  Popavent may charge you a fee to use Popavent Services.

RIGHT TO MODIFY OR DISCONTINUE INFORMATION AND ACCESS
Popavent reserves the right, at any time and from time to time, to monitor your use of the Website, as well the right to remove or refuse to post any information for any reason. You agree that Popavent shall not be liable to you or to any third party for any (a) removal of, or refusal to post, any information from or to the Website or (b) modification, suspension, discontinuation or termination of the Website or your access thereto.  Popavent reserves the right to terminate or suspend your access to all or any portion of the Website, without notice, if it believes that your use of the Website may (i) violate applicable law or these General Terms or (ii) harm Popavent's interests or the interests, including intellectual property or other rights, of another person or entity. 

CONDUIT FOR INFORMATION; RELEASE
You acknowledge and agree that, although Popavent maintains the Website, Popavent does not (a) control any transactions between you and any other Participant, Provider, or Client that might result from your use of the Website, (b) have any obligation to review or otherwise evaluate information that Participants. Provider, or Client post or submit, (c) endorse any Providers or warrant the quality, affordability, legality, utility or safety of any of their venues or services, or (d) warrant the willingness or ability of any Planners to contract, or pay, for venues or services.  The Website merely serves as a conduit for information provided by Participants, Providers, and Clients, and, accordingly, you shall be solely responsible for any information that you post, or cause to be posted, on the Website. Accordingly, if you have a dispute with one or more Participants, you hereby release Popavent (and its officers, directors, agents, and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute. Links to other websites from the Website are provided solely for your convenience. Popavent does not endorse, and hereby disclaims any representations or warranties regarding, the content of any other websites including without limitation any information, products or services provided through such other websites. If you access any of the third party websites linked to the Website, you do so entirely at your own risk.

RESTRICTIONS
You may not:
Post to, or transmit from, the Website any false, misleading, unlawful, threatening, harassing, libelous, defamatory, inflammatory, pornographic, or profane material or any other material that could give rise to any civil or criminal liability under law;

Upload materials that, if posted, could infringe any third party's rights, including but not limited to rights in intellectual property, publicity or privacy;

Upload materials that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer;

Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded;

Copy, reproduce, alter, modify, create derivative works of, or publicly display, any content (except for information that you provide, and then only in the form that you provided it) from the Website, or use any robot, spider, other automatic device, or manual process to effectuate the foregoing or to monitor the Website; (b) use any device, software or routine to bypass our robot exclusion headers, or to interfere or attempt to interfere with the proper working of the Website or any activities conducted thereon or (c) take any action that imposes an unreasonable or disproportionately large load on our infrastructure;

Restrict or inhibit any other user from transmitting or posting on the Website;

Use the Website to collect information about others, including e-mail addresses; or violate the security features of the Website, such as by (1) accessing data not intended for you or logging onto a server or an account which you are not authorized to access; (2) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; (3) attempting to interfere with service to any user, host or network, such as by means of submitting a virus to the Website, overloading, "flooding," "spamming," "mailbombing" or "crashing;" (4) sending unsolicited email, including promotions and/or advertising of products or services; or (5) forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting.

LICENSE TO POPAVENT
You hereby grant us a non-exclusive, worldwide, perpetual, royalty free, irrevocable right, subject to compliance with the Privacy Policy, to exercise all copyright and publicity rights with respect to all information that you post or cause to be posted on the Website, including any information that you provide through the Website (as defined below).

POPAVENT INTELLECTUAL PROPERTY
You agree that, except as expressly authorized by Popavent, you shall not reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any use of, or access to, any portion of the Website. You further acknowledge and agree that third parties may own or possess intellectual property rights in content submitted by other Participants. Except as expressly authorized by Popavent, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on, any information contained on the Website, in whole or in part. 

INTERNET ACCESS
You are responsible for obtaining and maintaining (a) access to the Website and paying any third party fees (such as Internet service provider or airtime charges) that you incur in connection therewith and (b) all equipment necessary to access to the Website.

SEARCH TOOL
If you initiate a search on the Website for any information, Popavent's search tool will return results which contain matching information. You acknowledge and agree that Popavent (a) shall bear no responsibility for the accuracy or completeness of any information returned in the search results and (b) may transfer any or all of the information that you enter into the Website to third parties, in accordance with the terms of its Privacy Policy, which is incorporated these General Terms by reference. After you receive search results, you may contact the listed Providers directly if you wish.

PRIVACY
If you register with Popavent, you may be required to provide Popavent with personal information such as your name, address, e-mail address, gender, birth date, member name and password, household income, education, marital status and employment status. You agree to provide true, accurate, current and complete information when registering with the Website.  It is your responsibility to maintain and promptly update this account information to keep it true, accurate, current, and complete. If you provide any information that is fraudulent, untrue, inaccurate, incomplete, or out of date, or we have reasonable grounds to suspect that such information is fraudulent, untrue, inaccurate, incomplete, or out of date, we reserve the right to suspend or terminate your access to the Website (and any related account) without notice and to refuse any and all current and future use of this site. You are responsible for all uses of your registration, whether or not authorized by you, as you are responsible for taking all reasonable steps to ensure that no unauthorized person shall have access to your Popavent password. Notwithstanding any provision of the Privacy Policy to the contrary, you hereby grant Popavent, and all other persons or entities involved in the operation of the Website, the right to transmit, monitor, retrieve, store, and use your information in connection with the operation of the Site. To the maximum extent permitted by law, Popavent cannot, and hereby disclaims, any responsibility or liability for any information you submit, or your or third parties' use or misuse of information transmitted or received using the Website.

DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY BY POPAVENT
YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE, INCLUDING BUT NOT LIMITED TO YOUR USE OF ANY CONTENT AND PRODUCT OR SERVICE OFFERINGS LISTED OR PROVIDED THEREON, IS AT YOUR SOLE RISK. POPAVENT (A) MAKES THE WEBSITE AVAILABLE ON AN "AS IS" AND "AS AVAILABLE" BASIS AND (B) EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND RELATING TO THE WEBSITE OR ITS CONTENTS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. POPAVENT MAKES NO WARRANTY (A) THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS OR THAT ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE OR (B) AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEBSITE. ACCORDINGLY, YOU UNDERSTAND AND AGREE THAT IF YOU DOWNLOAD OR RECEIVE ANY SERVICES, CONTENT OR INFORMATION THROUGH USE OF THE WEBSITE, YOU DO SO AT YOUR OWN DISCRETION AND RISK AND THAT, AS BETWEEN YOU AND POPAVENT, YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGES THAT YOU INCUR.  IN NO EVENT SHALL POPAVENT, ITS LICENSORS, ITS SUPPLIERS, OR ANY THIRD PARTIES MENTIONED ON THE WEBSITE BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE, OR INABILITY TO USE, THE WEBSITE OR ANY CONTENT AND PRODUCT OR SERVICE OFFERINGS LISTED OR PROVIDED THEREON, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT POPAVENT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU AGREE AND ACKNOWLEDGE THAT THE FOREGOING LIMITATIONS ON LIABILITY ARE AN ESSENTIAL BASIS OF THE BARGAIN AND THAT POPAVENT WOULD NOT PROVIDE, OR PERMIT YOU TO ACCESS, THE WEBSITE ABSENT SUCH LIMITATION.

INDEMNIFICATION
You agree to defend, indemnify, and hold Popavent, its officers, directors, employees, agents, licensors, affiliates and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements, including without limitation reasonable legal and accounting fees, resulting from, or alleged to result from, your use or misuse of the Website, any violation of these General Terms, or the infringement by you, or any other subscriber or user of your account, of any intellectual property or other right of any person or entity.

APPLICABLE LAW; VENUE
These General Terms are governed by the substantive laws of the State of Massachusetts, without respect to its conflict of laws principles. You agree that exclusive jurisdiction for any dispute with Popavent, or in any way relating to your use of the Website, resides in the federal or state courts sitting in the State of Massachusetts, and hereby consent to the exercise of personal jurisdiction and venue in such courts in connection with any such dispute. 

REMEDIES
In addition to its rights under applicable law, if Popavent determines, in its sole discretion, that you have breached any provision of these General Terms, or have otherwise demonstrated inappropriate conduct, Popavent reserves the right to immediately take any or all of the following actions without any notice or warning to you to (i) delete any or all content provided by you, or anyone acting under your member name, to Popavent; (ii) discontinue your registration(s) with Popavent; (iii) discontinue your subscription to any content and/or product or service purchased through the Website; (iv) notify or send content to and/or fully cooperate with the proper law enforcement authorities for further action; or (v) take any other action which Popavent deems to be appropriate.  Upon the discontinuation of your ability to access the Website by Popavent, you agree that you shall not attempt to re-register with, or access, the Website or use any Website content or any other product or service provided by Popavent, whether through use of a different member name or otherwise.

DMCA - NOTIFICATION OF POSSIBLE COPYRIGHT INFRINGEMENT
Popavent will respond expeditiously to any and all notices of copyright infringement that comply with applicable law. If you have a copyright that you believe has been infringed on by any materials accessible on or from the Popavent website, you may request removal of those materials. Please submit written notification to our Copyright Agent whose information is available below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interests

a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work

identification of the URL or other specific location on the Service where the material that you claim is infringing is located

your address, telephone number, and email address

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

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 authorized to act on the copyright owner’s behalf.

Our designated Copyright Agent to receive DMCA Notices is at support@popavent.com.

Please note that if you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.
Additionally, be aware that if you knowingly materially misrepresent that material or activity on the Site is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

CHILDREN'S PRIVACY
We are committed to protecting the privacy of children. You should be aware that the Website is not intended or designed to attract children under the age of 13. We do not collect personally identifiable information from any person we actually know to be a child under the age of 13.

MISCELLANEOUS
The failure of Popavent to insist upon or enforce strict performance by you of any provision of these General Terms or to exercise any right under the General Terms will not be construed as a waiver or relinquishment of Popavent's right to assert or rely upon any such provision or right in any instance. Popavent may assign its rights and obligations under these General Terms and upon such assignment Popavent may be relieved of any further obligation hereunder.  You are not permitted to assign your rights and obligations hereunder. These General Terms and the Popavent Privacy Policy constitute the entire agreement between you and Popavent with respect to the use of the Website.  Popavent may modify these General Terms at any time without liability. Your continued use and access of the Website following notice that these General Terms have changed constitutes your acceptance of the new General Terms. Popavent may reject or remove any listing for any or no reason. Popavent may modify, suspend, discontinue or terminate the Website (or any part thereof), with or without notice, for any reason. If any provision of these General Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these General Terms, which shall remain in full force and effect.  You and Popavent are independent contractors and neither your use of the Website, nor Popavent Services, shall be deemed to create any agency, partnership, joint venture or employee-employer relationship. All notices required or permitted to be given under these General Terms shall be deemed delivered (a) in the case of notice to you, upon prominently posting by Popavent of such notice on the Website and/or sending written notice to you at any e-mail and/or post office address you have provided to Popavent and (b) in the case of notice to Popavent, upon receipt by Popavent of an e-mail submitted through the 'Contact Us' link on the Contact Us page. Popavent reserves the right to terminate free access to the Website and once free access is terminated, Popavent may charge each subscriber any applicable fee, surcharge and/or membership fee for access to the Website and/or any for-pay content, services, products, etc.

Terms and Conditions for Vendors

By registering with Popavent.com as a 'Provider', you may further elect to participate in certain Popavent Services ("Programs").  By registering, you shall be deemed to have accepted these Provider Terms and Conditions (as amended by Popavent, from time to time, the "Provider Terms") AND the General Terms and Conditions (the "General Terms"), in their respective entireties. These Provider Terms are hereby incorporated into, and made a part of, the General Terms.  Please review the General Terms and these Provider Terms carefully.  Capitalized terms used in these Provider Terms, but not defined, shall have the meanings ascribed thereto in the General Terms.

PAID SERVICES
Although Popavent does not charge a fee to register as a Provider, as a registered Provider, you may have the option to participate in certain Programs for which Popavent charges a fee.  Popavent shall provide you an opportunity to review and accept any applicable fees before you agree to participate in a paid Program. Popavent may condition your right to participate in any Program upon your acceptance of additional terms and conditions.  Popavent may modify any of its Programs (including applicable fees) or these Provider Terms at any time without liability.  Popavent shall notify you of changes to these Provider Terms or the General Terms. Your continued participation in the Program after notice that these Provider Terms have changed constitutes your acceptance of the new Provider Terms. Popavent may reject or remove any listing for any or no reason.

PROVIDER ACCOUNT MAINTENANCE
You may not transfer your Popavent account (including Feedback) or User Id to another party. By registering as a Provider, you represent and warrant to Popavent that you have all necessary right, power and authority to bind yourself, or the business entity on who's behalf you accept these Provider Terms, to these Provider Terms and the General Terms.  You may use the Website only if you (a) have all necessary right and authority to sell the item(s) or service(s) you purport to sell on the Website, and (b) completely and accurately describe your business on the business profile page of the Website. Popavent reserves the right, at any time and from time to time, to monitor your use of the Website to determine compliance with these Provider Terms, as well the right to remove or refuse to post any information for any reason.

FEEDBACK
Popavent permits Participants to post feedback ("Feedback") to the Website concerning Providers. You acknowledge and agree that Popavent has no obligation to monitor Feedback or to otherwise ensure the accuracy or fairness of any Feedback.  Accordingly, you hereby release Popavent (and its officers, directors, agents, and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with Feedback that concerns you. You shall not (a) manipulate any Feedback that relates to you or any other Participant, (b) take any action that may undermine the integrity of the Feedback system or (c) market or export your Feedback in any venue other than a Popavent operated website.

PROVIDER BREACH
If you breach the General Terms or these Provider Terms, then in addition to its rights under the General Terms, Popavent may immediately remove your profile from its listings (without any obligation to refund any amounts previously paid by you) and warn Participants of your actions.

LEGAL COMPLIANCE
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Website and your listing, purchase and sale of products or services.

ARBITRATION
Any legal controversy or legal claim arising out of or relating to any Popavent Services, excluding legal action taken by Popavent to collect fees or to obtain an injunction relating to Website operations, shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Boston, Massachusetts, and judgment on the arbitration award may be entered into any court having jurisdiction thereof.

PARTICIPATION IN PROGRAMS
As a registered Provider, you may have the option to participate in certain Programs for which Popavent charges a fee.  If you elect to do so, then the following additional terms shall apply to you:

General Advertising Program (Pay-Per-Click)
If you elect to participate in the General Advertising Program, then, by clicking the 'Submit Order' button on the 'Secure Payment' page, you agree that the following additional terms shall apply to you:

In order to participate in the General Advertising program you will need to have a payment method set up for your user ID.

Popavent shall display your listing prominently in the areas and/or categories that you select.

You may cancel your participation in the General Advertising Program with respect to all or any single listing by notice to Popavent or by pausing your account from My Popavent.  Cancellation or pausing of your participation in the General Advertising Program shall not relieve you of any payment obligation incurred by you prior to cancellation or pausing.

You represent and warrant that you hold, and hereby grant Popavent, all rights (including without limitation any copyright, trademark, patent, publicity or other rights) in all information necessary to permit Popavent to post your listing in the manner described above.

You shall be responsible for all charges in the General Advertising Program, or as set in your Website account, and shall pay all charges in U.S. Dollars or in such other currency as agreed to in writing by Popavent.  You shall pay all charges monthly by a deduction from the credit card in your payment method. Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. You are responsible for paying (y) all taxes, government charges, and (z) reasonable expenses and attorneys fees Popavent incurs collecting late amounts.

To the fullest extent permitted by law, refunds (if any) are at the discretion of Popavent. Nothing in these Provider Terms obligates Popavent to extend credit to any party.  Provider acknowledges and agrees that any credit card and related billing and payment information that Provider provides to Popavent may be shared by Popavent with companies who work on Popavent's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Popavent and servicing Provider's account. Popavent may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Popavent shall not be liable for any use or disclosure of such information by such third parties.

Enhanced Advertising Program
If you elect to participate in the Enhanced Advertising Program, then, by clicking the 'Submit Order' button on the 'Secure Payment' page, you agree that the following additional terms shall apply to you:

In exchange for receipt by Popavent of your payment of the amount set forth on the applicable 'Secure Payment' page, Popavent shall display your listing in the manner that you select for a agreed to period.

You may cancel your participation in the Enhanced Advertising Program with respect to all or any single listing by notice to Popavent.  Cancellation of your participation in the Enhanced Advertising Program shall not relieve you of any payment obligation incurred by you prior to cancellation or entitle you to any refund.

You represent and warrant that you hold, and hereby grant Popavent, all rights (including without limitation any copyright, trademark, patent, publicity or other rights) in all information necessary to permit Popavent to post your listing in the manner described above.

You shall be responsible for all charges up to the amount of each invoice delivered to you (if you've elected to be invoiced), or as set in your Website account, and shall pay all charges in U.S. Dollars or in such other currency as agreed to in writing by Popavent.  You shall pay all charges in accordance with the payment terms in the applicable invoice or these Provider Terms.  Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. You are responsible for paying (y) all taxes, government charges, and (z) reasonable expenses and attorneys fees Popavent incurs collecting late amounts.

To the fullest extent permitted by law, refunds (if any) are at the discretion of Popavent. Nothing in these Provider Terms obligates Popavent to extend credit to any party.  Provider acknowledges and agrees that any credit card and related billing and payment information that Provider provides to Popavent may be shared by Popavent with companies who work on Popavent's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Popavent and servicing Provider's account. Popavent may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Popavent shall not be liable for any use or disclosure of such information by such third parties.

Popavent will refund any unused portion of your advertising period on a pro-rata basis, less a $25 service charge. Refunds are pro-rated for whole months only, and will not include any portions of a month during which an Enhanced Listing was displayed on the Popavent site. (Any Listing cancelled on or after the 1st day of a month will not be eligible for a refund for that entire month.) The $25 cancellation fee will apply to all Listings, without exception, and is regrettably required to help offset Popavent's costs in processing cancellations and refunds.

Automatic Renewal
As of January 1, 2016, any Enhanced Advertising Program paid for by credit card shall automatically renew at the expiration of the 12-month term for an additional 12 months at the current rate at the renewal time.

If the Enhanced Advertising Program was purchased by check or PayPal, it shall not automatically renew.

Automatic renewal is designed to provide you with no interruption in our service to you. In order to turn off automatic renewal, you must sign in to your listing and turn off automatic renewal from your "My Listing" page, at any time prior to the expiration of your current 12 month term. After turning off automatic renewal, your Enhanced Advertising Program will stay active until the expiration of the current Enhanced Advertising Program period.

If automatic renewal is not turned off, you are affirming and authorizing us to charge your credit card at the end of each Enhanced Advertising Program term for an additional time period at the then-current subscription rate for the same Enhanced Advertising Program product.

If the product you purchased is no longer available, you authorize us to charge your credit card for a product that is the most similar to the original product that you purchased, at the then-current price of the new product.

For any assistance at all regarding your Enhanced Advertising Program or automatic renewal, please contact us at support@popavent.com.

Sales Lead Program (Pay Per Lead)
If you elect to participate in the Sales Lead Program, then, by clicking the ['Submit Order'] button on the 'Secure Payment' page, you agree that the following additional terms shall apply to you:

In exchange for receipt by Popavent of your payment of the amount(s) set forth on the applicable 'Secure Payment' page, Popavent shall deliver the specified number of Sales Leads.  "Sales Lead" means information submitted by Planners in the course of using the Website.

You acknowledge and agree that Popavent may resell Sales Leads that you purchase to other Providers.

You may not resell or otherwise disclose Sales Leads to any third party.

You shall be responsible for all charges up to the amount of each invoice delivered to you (if you've elected to be invoiced), or as set in your Website account, and shall pay all charges in U.S. Dollars or in such other currency as agreed to in writing by Popavent.  You shall pay all charges in accordance with the payment terms in the applicable invoice or these Provider Terms.  Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. You are responsible for paying (y) all taxes, government charges, and (z) reasonable expenses and attorneys fees Popavent incurs collecting late amounts.

To the fullest extent permitted by law, refunds (if any) are at the discretion of Popavent. Nothing in these Provider Terms obligates Popavent to extend credit to any party.  Provider acknowledges and agrees that any credit card and related billing and payment information that Provider provides to Popavent may be shared by Popavent with companies who work on Popavent's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Popavent and servicing Provider's account. Popavent may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Popavent shall not be liable for any use or disclosure of such information by such third parties.

You may cancel your participation in the Sales Lead Program at any time by notice to Popavent.  Cancellation of your participation in the Sales Lead Program shall not relieve you of any payment obligation incurred by you prior to cancellation.

DISCLAIMER AND LIMITATION OF LIABILITY
POPAVENT DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PROGRAM, AND YOUR PARTICIPATION THEREIN, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. POPAVENT DOES NOT PROMISE THAT YOUR PARTICIPATION IN ANY PROGRAM WILL GENERATE ENGAGEMENTS FOR YOU. THE ENTIRE RISK OF YOUR PARTICIPATION IN ANY PROGRAM, INCLUDING COLLECTION OF ANY AMOUNTS OWED TO YOU IN CONNECTION WITH ANY ENGAGEMENTS BOOKED AS A RESULT OF YOUR PARTICIPATION IN ANY PROGRAM, REMAINS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL POPAVENT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IF POPAVENT IS NEVERTHELESS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, POPAVENT'S AGGREGATE LIABILITY TO YOU SHALL BE LIMITED TO THE AGGREGATE AMOUNT THAT YOU PAID TO POPAVENT TO PARTICIPATE IN THE PROGRAM.
YOU ACKNOWLEDGE AND AGREE THAT THE FOREGOING LIMITATIONS ON LIABILITY ARE AN ESSENTIAL BASIS OF THE BARGAIN AND THAT POPAVENT WOULD NOT PERMIT YOU TO PARTICIPATE IN ANY PROGRAM ABSENT SUCH LIMITATION.

INDEMNIFICATION
You agree to defend, indemnify, and hold Popavent, its officers, directors, employees, agents, licensors, affiliates and suppliers, harmless, from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your use or misuse of the Website, any violation of these Provider Terms, or the infringement by you, or any other subscriber or user of your account, of any intellectual property or other right of any person or entity.