These Referral Program Terms (“Terms”) govern the participation of entities and individuals (“Partners”) in the Pop.Store Referral Program (the “Program”) in which Partners introduce individuals or entities (“Creators”) to the platform (the “Pop.Store Platform”) operated by CommentSold Technologies, LLC (“Pop.Store,” each of Partner and Pop.Store is a “Party” and together they are the “Parties”).  

A Partner’s registration and participation in the Program and/or its online assent to these Referral Program Terms (“Terms”) constitutes its agreement to the Terms. These Terms are part of the Pop Terms of Service (found at https://popshoplive.com/terms-of-service/), and the Partner’s participation in the Program constitutes its acceptance of the Pop Terms of Service. These Terms are subject to change at any time.  We will provide Partners notice of material changes to the Terms. Partners are responsible for reviewing the Terms regularly.

1. Referrals: The referral process is as follows: 
   
   1. Upon registration on the Pop.Store Platform, Partners will receive a referral link that is unique to them (the “Unique Referral Link”).
   2. Partners should provide their Unique Referral Link to Creators that the Partner wants to refer to Pop.Store. 
   3. The Creators must use the Partner’s Unique Referral Link to register for Pop.Store for the Partner to receive credit for the referral. 
   4. The date on which the Creator completes the registration process for Pop.Store using the Partner’s Unique Referral Link is the “Creator Referral Date,” and such Creator will then be called a “Referred Creator.”

2. Referral Revenue Share. Pop.Store agrees to pay the Partner a “Referral Revenue Share” for revenues received through Eligible Referrals (as defined below) of individual Referred Creators for 12 months following the Creator Referral Date (the “Payment Period”) for that Referred Creator, consisting of:

   1. A Commission Component:  10 percent of Net Commissions received by Pop.Store from the Referred Creator, where “Net Commissions” is defined as the commission fees that Pop.Store has actually received from that Accepted Referral, excluding any applicable amounts relating to taxes, refunds, chargebacks, fraud, invalid transactions, rebates, and any discounts given.

   2. A Subscription Component: 10 percent of the Net Subscription Fees, where “Net Subscription Fees” is defined as the fees that Pop.Store has received from that Accepted Referral for subscription products and services, excluding any applicable amounts related to taxes, refunds, chargebacks, fraud, invalid transactions, rebates, and any discounts given.

The Referral Revenue Share shall be payable in arrears within thirty (30) days of the end of each month during which a Referral Revenue Share is earned. Pop.Store’s obligation to pay the Referral Revenue Share shall terminate with respect to each Eligible Referral of an individual Referred Creator at the end of the Payment Period. 

Pop.Store requires Partners to have both: (1) 5 or more Eligible Referrals of Referred Creators, and (2) $50 or more of earned Referral Revenue Share, before Pop.Store makes any payments to the Partner.  See the current Program webpage for details regarding current rates and conditions. We may also send Partners rates and conditions electronically for their review and/or electronic signature. 

3. Eligibility of Referrals. For a Referred Creator to qualify as an “Eligible Referral,” the following conditions must be met:
   
   1. The Referred Creator must register for Pop.Store using the Unique Referral Link.
   2. The Referred Creator cannot have previously been a registered user on Pop.Store prior to the Creator Referral Date. 

Pop.Store reserves the right to refuse to pay Referral Revenue Shares for Referred Creators who are not Eligible Referrals or who otherwise do not meet Program Requirements. 

4.  Compliance with Laws & Terms, Promotional Restrictions. Partner must comply with applicable laws, including anti-spam laws (e.g., CAN-SPAM Act), these Terms, the Pop Terms of Service and all applicable Program terms and requirements. Partners may not incentivize referrals improperly, nor use unauthorized marketing platforms or misleading advertising.

5.  Confidentiality. The Parties represent and warrant to each other that all information of a confidential nature received from the other party hereunder shall remain confidential. Information shall in any event be considered confidential if related to pricing, discounts, Creator confidential information, or if designated as confidential by either of the Parties. 

6. Termination. In the event of a material breach of a term, covenant, or representation of these Terms or the Pop Terms of Service by either Party, the other Party may terminate these Terms upon thirty (30) days’ prior written notice.  Notices to Pop.Store shall be delivered to [email protected]. The breaching Party shall have the opportunity to cure such breach, if capable of being cured, within a twenty (20) day period following such notice, provided, however, that a Party may terminate these Terms immediately upon written notice if such breach is not curable.  Termination for material breach shall terminate a Party’s obligations to make further payments for Referral Revenue Shares under these Terms.  Pop.Store reserves the right to terminate the entire Program or to terminate a Partner’s participation in the Program upon 30 days’ written notice; such termination shall not terminate Pop.Store’s obligations to pay for Referral Revenue Shares for existing Eligible Referrals of individual Referred Creators as of the date of termination for the remaining Payment Period. 
7. Publicity and Announcements. The Partner shall not (orally or in writing) publicly issue any press release or make any other public statement, or otherwise communicate with the media, concerning the existence of these Terms or the subject matter hereof without the prior written approval of Pop.Store. To the extent that a Partner (based upon the reasonable advice of counsel) is required to make any public disclosure or filing with respect to the subject matter of these Terms by applicable law, the Partner may make such disclosures without providing prior written notice to Pop.Store. 
8. Indemnification. Partner shall indemnify, defend, and hold harmless Pop.Store and its subsidiaries, affiliates, officers, directors, employees, and representatives (the “Pop.Store Indemnified Parties”) from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys’ fees) arising from any damages, expenses, claims, suits, actions, demands, or proceedings brought against the Pop.Store Indemnified Parties in connection with any of the following: (a) the negligence, fraud, or willful misconduct of the Partner or its employees, agents, representatives, or contractors; or (b) a failure by the Partner or its employees, agents, representatives, or contractors to comply with the applicable laws and regulations (including those referenced herein); or (c) any allegation related to Partner’s operations, materials, and/or marketing created or used in connection with these Terms. 
9. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE OR THAT PARTY HAS BEEN ADVISED OR HAS CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING), ARISING FROM OR RELATED TO THESE TERMS, INCLUDING LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. NOTWITHSTANDING ANY OTHER CIRCUMSTANCES OR UNDERSTANDINGS SURROUNDING ANY RELATIONS AMONG THE PARTIES, POP.STORE’S ENTIRE LIABILITY TO THE PARTNER UNDER THESE TERMS SHALL NOT EXCEED THE NET REFERRAL FEES PAID BY POP.STORE IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. BY ENTERING THESE TERMS, PARTNER RECOGNIZES THE LIMITATIONS HEREIN ON POP.STORE’S LIABILITY.
10. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any conflict of law principles. The Federal and State courts located in the State of New York, County of New York will be the exclusive venue for any disputes under these Terms, and the parties hereby consent to the personal jurisdiction of those courts for such purposes.
11. Assignment. Neither Party shall assign, transfer, delegate, or subcontract any of its rights or obligations under these Terms without the prior written consent of the other Party. Any purported assignment or delegation in violation of this Section shall be null and void. Nonetheless, either Party may assign or transfer these Terms upon a change of control, acquisition, or merger by giving notice to the other Party. These Terms will inure to the benefit of and be binding upon each of the Parties and their respective permitted successors.
12. Independent Contractors. The Parties shall be independent contractors in their performance under these Terms, and nothing contained in these Terms shall be deemed to transform either Party into an employer, employee, agent or representative of the other Party, or both Parties into joint venturers or Partners for any purpose.
13. Miscellaneous. All notices, consents, demands, waivers, summons, and other legal processes, and other similar types of communications hereunder (each, a “Notice”) must be in writing and addressed to the relevant Party at the address set forth in these Terms or via email at the email address appearing in the applicable signature block hereto. There are no representations, agreements, oral or written, between or among the Parties hereto relating to the subject matter of these Terms and/or the services of either Party that are not fully expressed herein. These Terms, and each of the terms and provisions hereof, may only be amended, waived, or supplemented by a prior agreement in writing signed by each Party. These Terms may be executed in counterparts, including via electronic transmission, each of which is deemed an original, but all of which together constitute one and the same agreement. The obligations arising under Sections 4-13 of these Terms, and all other obligations typically surviving termination or expiration of an agreement, will survive the expiration or earlier termination of these Terms for any reason. If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. These Terms constitute the sole and entire agreement of the Parties with respect to the subject matter contained herein and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. The Parties do not confer any rights or remedies under these Terms upon anyone other than the Parties and their respective successors and permitted assigns.