Membership Agreement
1. Services
Pursocial Media Agency Inc., DBA as Pophaus, located at 372 Richmond St W, Toronto, ON, M5V1X6, Canada, provides the following services through its membership program:
Under this membership, you have the benefit of making unlimited service requests at any given time but can only have one active request at a time.
2. Accounts and Registration
You may access and use the services provided by Pophaus by creating a Pophaus user account (your "Account"). You are required to log into your Account using a unique username and password. It is your responsibility to safeguard your password, and you agree not to disclose it to any third party. You are solely responsible for any activities or actions taken under your username, regardless of whether you have authorized such activities or actions.
You agree that the information you provide to Pophaus upon registering your Account, and at all other times (the "Registration Information"), will be true, accurate, current, and complete. You further agree to maintain and promptly update the Registration Information to ensure it remains true, accurate, current, and complete. You may not impersonate any other person or use a username or password that you are not authorized to use. Pophaus reserves the right to require you to change your password for any reason at any time. If you become aware of any unauthorized use of your Account, you agree to notify Pophaus immediately at hello@pophaus.co. Pophaus is not liable for any loss or damage arising from your failure to comply with the above requirements.
3. Content Board
Pophaus may permit you to manage one or more Pophaus content boards (each a "Content Board"). If you link your Account with a Content Board, you represent and warrant that you have the rights and permissions necessary to link the Content Boards to your Account. You may unlink a Content Board from your Account at any time. You are responsible for all actions taken under your Account or any Content Board. You will indemnify and hold Pophaus harmless from and against any claim, action, demand, damage, loss, or expense suffered by Pophaus in connection with any action taken in connection with your Account or any Content Board.
4. Licensing Clause
4.1 Photography
You may select Developed Content that Pophaus presents for licensing (all such licensed Developed Content shall be the "Licensed Content"). Subject to your compliance with these terms and upon payment of all applicable fees, Pophaus grants to you a non-exclusive, perpetual, worldwide, transferable, and sublicensable license to reproduce, distribute, publicly display, publicly perform, prepare derivative works of (including translating, altering, and modifying), and otherwise use the Licensed Content.
Any content in which a model's face is visible will expire after one year and will be required to be renewed.
4.2 User-Generated Content (UGC)
All User-Generated Content (UGC) created has perpetual usage for organic use, meaning it can be used without additional licensing costs. However, content used for advertising or any commercial purpose may incur added licensing costs, as determined by Pophaus.
4.3 Graphic Design
All design files created on the Client's behalf ("Projects") belong to the Client, and the Client shall be the sole owner of the copyright for all Projects. In the event that any operation of law would cause Pophaus to become the owner of a Project, in whole or in part, rather than the Client, Pophaus irrevocably and perpetually assigns its entire interest in the Project to the Client, without limitation.
The Client warrants that any and all materials provided to Pophaus as examples or as material to be incorporated into a project during the design process are owned by the Client and do not infringe on or misappropriate any third party's rights, including, but not limited to, all intellectual property rights and any right of publicity.
Pophaus always reserves the right to share the Client's design work publicly (social media, website, etc.) unless agreed upon as stated in section 18 of this document.
5. Indemnity. Limitation of Liability.
5.1 Indemnity
You agree to indemnify and hold Pophaus, its officers, directors, employees, contractors, and service providers ("Pophaus Parties") harmless from and against any damage, expense (including reasonable attorney's fees), penalty, judgment, liability, settlement cost, and any other loss suffered by Pophaus in connection with Pophaus’s receipt, use, storage, return, disposal, or donation of Products.
5.2 Limitation of Liability
The Website and Services provided by Pophaus are offered on an "as-is" and "as-available" basis. You agree that your use of the Website and Services is at your sole risk. Pophaus disclaims all warranties, express or implied, in connection with the Website and your use thereof, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Pophaus makes no warranties or representations about the accuracy or completeness of the Website or any content thereon, or content of any websites linked to the Website, and Pophaus assumes no liability for any errors, mistakes, or inaccuracies of content and materials.
6. Pricing
The monthly membership fee for our services is $5995 per month. Alternatively, you may choose our quarterly plan at a rate of $5495 per month, billed quarterly. Please note that this membership fee is non-refundable.
Additional costs may apply for hiring free models, UGC creators, and additional talent such as makeup artists, if required for the shoot. However, the membership includes full access to our studio props, and there are no additional rental costs for studio access.
7. General
7.1 Modification
Pophaus may modify these Terms at any time, with modifications becoming effective immediately upon your first access to or use of the Site or Services after the "Last Revised" date at the top of these Terms. Your continued access to or use of the Site or Services after the modifications have become effective will be deemed your conclusive acceptance of the modified Terms. If you do not agree with the modifications, do not access or use the Site or Services.
7.2 Applicable Law and Dispute Resolution
These Terms shall be governed by the laws of the State of Ontario without giving effect to any conflict of laws principles that may require the application of the law of another jurisdiction. If you believe that Pophaus has not adhered to these Terms, please contact us by email at hello@pophaus.co. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation. If you and Pophaus are unable to reach a resolution to the dispute, you and Pophaus will settle the dispute exclusively under the rules of the American Arbitration Association at its Toronto, Ontario office. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. YOU AND POPHAUS AGREE THAT ANY ARBITRATION WILL BE LIMITED TO THE DISPUTE BETWEEN POPHAUS AND YOU INDIVIDUALLY. YOU ACKNOWLEDGE AND AGREE THAT YOU AND POPHAUS ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and Pophaus otherwise agree in writing, an arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services or these Terms must be brought, if at all, within one year from the accrual of the claim or cause of action or be forever barred. Notwithstanding the foregoing, Pophaus may seek injunctive or other equitable relief to protect its confidential information and intellectual property rights or to prevent loss of data or damage to its servers in any court of competent jurisdiction.
7.3 Independent Contractors
All parties agree that Pophaus operates as an independent contractor. Nothing contained in this Membership Agreement shall be interpreted as creating an employer-employee relationship, partnership, or joint venture between the parties. Each party shall be solely responsible for any and all tax obligations, employee benefits, and other legal requirements applicable to their status as an independent contractor. Furthermore, neither party has the authority to bind or commit the other party in any manner, nor shall either party hold themselves out as an agent, representative, or employee of the other.
7.4 Waiver
The failure of Pophaus to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by Pophaus in writing.
7.5 Contact
Pophaus is located in Torornto,Canada. Any questions, comments, or suggestions, including any report of violation of these Terms should be provided to Pophaus as follows:
By E-mail: hello@pophaus.co
By Postal Mail: 372 Richmond St W,Toronto,Ontario M5V1X6, Attn: Legal
7.6 Entire Agreement
These Terms constitute the entire agreement between you and Pursocial Media Agency Inc (DBA Pophaus) with respect to the Services, superseding any prior agreements between you and Pophaus. The failure of Pophaus to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you and Pophaus nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect.