Multipop LLC, and the Multipop Service



This is the official Terms of Service Agreement ("Agreement") for the Multipop Service and ("Site," "we," "us," or "our"), an Internet website owned and operated by Multipop LLC. This Agreement governs only the content, features, services and activities related to this Site.

By registering and/or using this Site and its services you are hereby acknowledging that you have read, understand, and agree to be bound by all the terms and conditions outlined in this Terms of Service agreement. If for some reason you do not agree to the terms outlined then please leave the Site.


This Site is offered and made available only to users thirteen (13) years of age or older, depending on which features are used. If you are not yet thirteen (13) years old, or the required greater age for certain features, please discontinue using the Site immediately. If, for any reason, you do not agree with all of the terms and conditions contained in this Agreement, please discontinue using the Site immediately. By using or attempting to use the Site, you certify that you are at least 13 years of age (or other required greater age for certain features, where applicable) and meet any other eligibility requirements of the Site. ** If you are found to be underage, your account may be terminated without notice, but your account can be reinstated when you turn 13 by having your parents send us proof of your birth date via our Contact page.

WARNING: Even if you are old enough to use the Site and/or have your parent's or guardian's permission, some of the content available within the Site may not be appropriate for you. Some content may contain "R-rated" material, nudity, profanity, and mature subject matter. If you are under 18, do not view such content.

Supplier developed and owns all rights in certain software applications and platforms called MULTIPOP, which it makes available to subscribers on a subscription basis for the purpose of providing immersive narrative experiences to the subscriber’s audiences/end users. MULTIPOP is defined as: configuration system for managing content related to video assets, presenting in sync with the video playback timeline, offering interactivity and click-through functionality to end users, and providing analytic data on system usage and end user behavior.
(A)    Customer is party to this Agreement pursuant to this software subscription for the MULTIPOP software platform. In addition, Customer understands and complies that all users are bound by this agreement
(B)    Customer desires to license from Supplier certain software and related documentation, which software and documentation Customer shall utilize, for various promotions on the terms set forth herein and as set forth in a Statement of Work (“SOW”), each of which will be subject to the terms of this Agreement.  Any conflict in the terms of this Agreement and the SOW shall be resolved in favor of the SOW.
(C)    In connection with such license, Customer desires that Supplier provide certain support services, on the terms set forth herein.
1.1    The following definitions apply in this Agreement.
Authorized Users: those employees, agents and independent contractors of Customer who are authorized to use the Services and the Documentation. 
Business Day: any day which is not a Saturday, Sunday or federal holiday in the United Sates.
Confidential Information: information that is proprietary or confidential and is either (i) clearly labelled as such, or (ii) is of a type that is customarily considered proprietary or confidential.
Documentation: the document made available to Customer by Supplier, which sets forth a description of the Services and instructions for user of the Services.
Effective Date: the date set forth in the introductory section of this Agreement.
Customer Data: the data inputted or imported by Customer, Authorized Users, or Supplier on Customer’s behalf for the purpose of using the Services.
Fees: the fees set forth on Schedule 1, and all other amounts payable by Customer to Supplier;
Initial Subscription Term: the period beginning on the Go Live Date, and ending on the first anniversary thereof, subject to earlier termination as set forth in this Agreement. 
Go Live Date: the date of the first day that the Multipop platform is readily configurable for the Customer.
Normal Business Hours: 8:30 am to 5:30 pm local San Francisco, CA time, each Business Day.
Pilot Training:  If a  one-day training course for any personnel is requested. Any travel requested versus remote demonstration will be at the Customer’s expense, provided Customer has approved such expenses in writing.
Services: the Software and the services provided by Supplier to Customer pursuant to Section 4 of this Agreement and an applicable SOW.
Software: the software applications owned by Supplier known as “MULTIPOP” and licensed by Supplier to Customer hereunder.
Subscription Term: the Initial Subscription Term and any Renewal Periods.
Support Services Policy: Supplier's policy for providing support in relation to the Services, as set forth on Schedule 2.
Customer Subscription: Access and usage rights to the software granted to the Customer. The customer subscription purchased by Customer entitles Authorized Users to access and use the Services and the Documentation in accordance with this Agreement.
2.1    Subject to the terms and conditions of this Agreement, Supplier hereby grants to Customer a non-exclusive right to utilize the Multipop software platform during the subscribed period.
2.2    The Software shall be hosted by the Supplier at its and/or on its third-party facilities,  and will be managed by the Supplier. Supplier will maintain necessary accounts with third parties and will be liable for all acts and omissions of such third parties. Supplier will set up an account with the third party. 
(a)    Shall grant to Customer a non-exclusive, non-transferable license to utilize the Software and Documentation, for the Subscription Term.
(b)    Explicitly sets forth those certain terms required to be set forth by this Agreement; and  
(c)    With respect to Supplier, Services, Software and Documentation, does not contain any provision materially inconsistent with this Agreement.
2.3    Customer agrees that:
(a)    The maximum number of Authorized Users that may access and use the Services and Documentation is unlimited for each Customer Subscription the Customer has purchased;
(b)    Each Authorized User shall keep a secure password for his use of the Services and Documentation, and each Authorized User shall keep his password confidential;
(c)    Customer shall permit Supplier to access the records of Customer, in accordance with Customer’s reasonable security procedures, upon reasonable prior notice, under the supervision of Customer, and only to the extent necessary to verify Customer’s compliance with this Agreement;
(d)    If any of the audits referred to in section 2.3(c) reveal that any password has been provided to any individual who is not an Authorized User, then without prejudice to Supplier's other rights, (i) Customer shall promptly disable such passwords and Supplier shall not issue any new passwords to such individual unless a Customer Subscription has been purchased hereunder for such individual, and (ii) Customer shall reimburse Supplier for the reasonable costs of the audit;
(e)    If any of the audits referred to in section 2.3(c) reveal that Customer has underpaid Fees to Supplier, (i) Customer shall pay to Supplier an amount equal to such underpayment within thirty (30) days of the date of notice of underpayment, and (ii) Customer shall reimburse Supplier for the reasonable costs of the audit.  If any of the audits referred to in section 2.3(c) reveal that Customer has overpaid Fees to Supplier, (i) Supplier shall reimburse Customer an amount equal to such overpayment within thirty (30) business days of the date of notice of the overpayment and (ii) the audit shall be at Supplier’s expense; 
(f)    If any of the audits referred to in section 2.3(c) reveal that Customer has acted in accordance with this Agreement, such audit shall be at Supplier’s expense; and
(g)    Customer shall implement all reasonable efforts to prevent any unauthorized access to, or use of, the Services and the Documentation and, in the event of any such unauthorized access or use, promptly notify Supplier.
2.4    Customer shall not:
(a)    Other than as expressly permitted by this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services and Documentation in any form or media or by any means.  Notwithstanding the foregoing, Customer may copy or duplicate Documentation in order to provide training to Authorized Users;
(b)    Attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; 
(c)    Access or utilize all or any part of the Services and Documentation in order to build a product or service which competes with the Services or the Documentation; 
(d)    Use the Services and/or Documentation to provide services to third parties (other than Customer’s client); 
(e)    License, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services or Documentation available to any third party (other than Customer’s client); or
(f)    Attempt to obtain, or assist third parties (other than Customer’s client) in obtaining, access to the Services or Documentation, other than as provided under this section 2.
3.1    Supplier may, for a separate fee, implement the Services on Customer’s system and will specifically scope estimates for the following services upon Customer’s written request: 
(a)    Project management.
(b)    Testing Services
(c)    Technical customization of tool set or additional functionality.
(d)    Creative Service
(e)    Production Services
3.2    Supplier will include, at no additional cost, introductory system training services for a set one-day training class in a facility provided by Customer or via web/video conference. Further, the Customer will be responsible for any related travel expenses, provided it was pre-approved in writing by Customer.
3.3    Supplier will, at no additional cost, during the Subscription Term, provide to Customer the support set forth in the Support Services Policy set forth on Schedule 2.  Customer agrees that Supplier may from time to time amend its Support Services Policy upon written notice to Customer, which amendments shall be effective on the date set forth in such notice, but not less than 30 days after the date of the notice.  Customer may purchase enhanced support services separately at Supplier’s then-current rates.
4.1    The Services will materially conform to the Documentation, except with respect to any non-conformance caused by use of the Services contrary to Supplier's instructions, or modification or alteration of the Services by any party other than Supplier or Supplier's duly authorized contractors or agents.
4.2    If the Services do not conform with the undertaking set forth in section 4.1, Supplier will, at its expense, either correct such non-conformance or provide Customer with an alternative means of permitting Customer to accomplish the desired performance. Such correction or substitution constitutes Customer’s sole and exclusive remedy from Supplier for any breach of the undertaking set out in section 4.1.
4.3    This Agreement shall not prevent Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
4.4    Supplier represents and warrants that it (i) has the full power and authority to enter into this Agreement, (ii) will comply with all relevant laws and regulations in performing the Services, including maintaining all necessary licenses, consents, and permissions necessary for the performance of its obligations under this Agreement, (iii) will not knowingly infringe any patent, copyright, trademark, trade secret, right of publicity or other right of any third party, (iv) will provide the Services free of any viruses, worms, Trojan horses, and other harmful or malicious code, and (v) will perform its services in accordance with this Agreement and in manner consistent with industry standard.
5.1    Customer shall:
(a)    Provide Supplier with all necessary cooperation in relation to this Agreement, and all necessary access to such information as may be required by Supplier in order to render the Services, including but not limited to Customer Data, security access information and configuration services, provided Customer may elect to not cooperate or provide requested information and Customer acknowledges such refusal may affect Supplier’s ability to provide the Services;
(b)    Comply with all applicable laws and regulations with respect to its activities under this Agreement;
(c)    Respectively carry out all other Customer responsibilities set forth in this Agreement in a timely and efficient manner. In the event of any delays in Customer's provision of such assistance as agreed by the parties, Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d)    Cause the Authorized Users to use the Services in accordance with the terms and conditions of this Agreement, and shall be responsible for any Authorized User’s deviation therefrom;
(e)    Obtain and maintain all necessary licenses, consents, and permissions from Customer’s client(s) that may be necessary for Supplier, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;
(f)    Ensure that its network and systems comply with the specifications provided by Supplier to Customer, as the same may be amended from time to time (“Minimum Requirements”).
(g)    Be solely responsible for procuring and maintaining, at a level not less than the Minimum Requirements, its own hardware, network connections and telecommunications links, and solving, at its cost, all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Customer’s network connections or telecommunications links or caused by the internet; and
(h)    Have the sole responsibility of maintaining and backing up the Customer Data and other data at Customer’s facility.  
6.1    Customer shall on the Effective Date provide to Supplier approved purchase order information acceptable to Supplier and any other relevant valid, up-to-date and complete contact and billing details.
6.2    Customer shall provide payment to Supplier:
(a)    $0.25 per click thru, which is defined as any action taken within the player as a result of it’s core interactive functionality, but does not include social interactions or “views” from the Multipop video platform; and
(b)    Will pay-out monthly; and 
(c)    Will commence upon go-live date; 
  (f)      Will provide a monthly report showing the transaction summation; and
  (g)      Any cap on spending will be addressed in the applicable SOW;and Customer shall pay each accrued affiliate fees in full within thirty (30) days after receipt of an invoice (“Due Date”).
6.3    If Supplier has not received full payment by the Due Date, without limiting any other rights and remedies of Supplier, Supplier may, without liability to Supplier or Customer, disable Customer’s password, account and access to all or part of the Services and Documentation and Supplier shall be under no obligation to provide any or all of the Services or Documentation while the overdue invoice(s) remain unpaid.  Customer shall reimburse all of Supplier’s costs and reasonable expenses (including reasonable attorneys’ fees) incurred in its attempt to collect overdue balances. 
6.4    All amounts and fees stated or referred to in this Agreement:
(a)    Shall be payable in U.S. Dollars; and
(b)    Are non-cancelable and non-refundable.
(c)    Supplier upon sixty (60) days written notice, shall be entitled to increase its Training Fees and Subscription Fees for additional user subscriptions purchased and section 1 shall be deemed amended accordingly.
7.1    Customer and Supplier each acknowledge and agree:
(a)    That Supplier owns all rights, title and interest in the Services and Documentation. Except as expressly stated herein, this Agreement does not grant Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Services or the Documentation;
(b)    Customer owns all rights, title and interest in and to all of Customer Data. The Supplier will be able to access and analyze user data collected for general reporting to Customer and system improvement purposes. 
8.1    Confidential Information exchanged pursuant to this Agreement is subject to the Mutual Non-Disclosure Agreement (U.S.) entered into by Customer and Supplier on the effective date and is incorporated into and made part of this Agreement.
8.2    Supplier acknowledges that Customer Data is the Confidential Information of Customer.
9.1    Customer shall defend, indemnify and hold harmless Supplier, its officers, directors, employees, independent contractors and agents (“Supplier Indemnified Parties”) against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) (“Damages”) arising out of or in connection with:
(a)    A breach of this Agreement by Customer;
(b)    Suspension or termination of the Services or Documentation as a result of Customer’s failure to timely pay the Fees; 
(c)    Customer’s or any Authorized User’s access to, or use of, the Services and Documentation. 
9.2    Supplier shall defend, indemnify and hold harmless Customer, its officers, directors, employees, independent contractors and agents (“Customer Indemnified Parties”) against Damages arising out of or in connection with:
(a)    Any breach of this Agreement by Supplier, including any representation, warranty or covenant made, or obligation assumed by Supplier herein; and
(b)    Any of Supplier’s acts or omissions in connection with the rendering of Services hereunder.
If any claim or action is brought or asserted against any party having the right to be indemnified hereunder, such indemnified party shall promptly notify the indemnifying party, whereupon the indemnifying party shall assume the defense thereof, including the appointment of counsel and the payment of all expenses.  The indemnified party, in its sole discretion, shall have the right to employ separate counsel, and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by such indemnified party.  The indemnifying party shall not consent to the entry of judgment or enter into any settlement in respect of a claim without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed.
9.3    In the defense or settlement of any claim, Supplier may procure the right for Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 5 Business Days’ notice to Customer without any additional liability or obligation to pay liquidated damages or other additional costs to Customer.
9.4    In no event shall Supplier be liable to Customer to the extent that the alleged infringement is based on:
(a)    A modification of the Services or Documentation by Customer; 
(b)    Customer's use of the Services or Documentation in a manner contrary to the instructions of Supplier; or
(c)    Customer's use of the Services or Documentation after notice to Customer of alleged or actual infringement of the Services or Documentation.
10.3    Customer and Supplier agree that:
(a)    Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by Customer, and for conclusions drawn from such use.  Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Supplier by Customer in connection with the Services, or any actions taken by Supplier at Customer's direction; and
(b)    The Services and the Documentation are provided to Customer on an "as is" basis.
11.1    This Agreement or any SOW can be terminated at any time based on thirty (30) days’ written notice from the Customer or Supplier.
11.2    Without limiting any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement or SOW without liability if the other party: 
(a)    Commits a breach of any term of this Agreement or SOW and (if such a breach is capable of being cured) fails to cure such breach within fifteen (15) days after such party is notified in writing of the breach; 
(b)    Ceases to carry on business as a going concern;
(c)    Becomes the subject of a voluntary proceeding in bankruptcy or liquidation; or
(d)    Becomes the subject of an involuntary proceeding in bankruptcy or liquidation, or a receiver is appointed with respect to a substantial part of its assets, and such petition or proceeding is not dismissed, or receiver is discharged, within thirty (30) days of filing or appointment.
11.3    Customer and Supplier agree upon termination of this Agreement for any reason:
(a)    All licenses granted under this Agreement shall immediately terminate;
(b)    Customer shall, within forty-five (45) days, pay to Supplier all undisputed amounts due hereunder or the applicable SOW;
(c)    Each party shall make no further use of the Services or Documentation, or any other items belonging to the other party;
(d)    Supplier may destroy or otherwise dispose of any of Customer Data in its possession unless Supplier receives, no later than ten (10) days after the effective date of the termination of this Agreement or any SOW, a written request for the delivery to Customer of Supplier’s then most recent back-up of the Customer Data, if any.  Supplier shall, at Customer’s cost, use reasonable commercial endeavours to deliver any such back-up to Customer within thirty (30) days of its receipt of such a written request, provided that Customer has, at that time, paid all undisputed Fees owed to Supplier (including Supplier’s regular rates for delivering any back-up).  Nothing contained herein shall obligate Supplier to maintain a back up of Customer Data.  Further, Supplier shall destroy or otherwise dispose of any Customer Data and information relating to Customer and Customer’s client in its possession, promptly after receiving written request from Customer and prior to any assignment of this Agreement or any SOW by Supplier, as permitted in section 18.  
12.1    During the Subscription Term and for two (2) years thereafter, neither party will encourage or solicit any employee or consultant of the other to leave for any reason.
Neither party shall have any liability to the other under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
14.    WAIVER
14.1    A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
15.1    Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
15.2    The parties acknowledge that a breach, actual or threatened, of sections 2.4, 9 and 13 may cause irreparable harm to the non-breaching party, the amount of which may be extremely difficult to estimate, thus making any remedy at law inadequate.  The parties will therefore be entitled to seek immediate injunctive relief and any other relief they deem appropriate from a court of competent jurisdiction without having to post a bond or other security. This right is in addition to any other remedy available in law or equity.
16.1    If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
16.2    If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
17.1    This Agreement and any SOWs constitute the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter contemplated hereby.
18.1    Neither party may assign this Agreement or any SOW without the prior written permission of the other. Notwithstanding the foregoing, Supplier may assign this Agreement or a SOW without Customer’s consent pursuant to an acquisition of Supplier, whether by asset purchase, stock purchase or statutory merger, provided Supplier gives Customer reasonable notice and an opportunity to terminate this Agreement and any SOW.
19.1    Supplier is an independent contractor of Customer.  Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
20.1    This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns).
21.1    This Agreement or any SOW may be amended only with the written consent of both parties.
22.1    Section headings are for convenience only and shall not be used to interpret the meaning of any provision of this Agreement.
23.    NOTICES
23.1    Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class mail to the other party at the address set out on the signature pages to this Agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party's fax number.
23.2    A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am PST on the first Business Day following delivery). A notice sent by pre-paid first-class mail shall be deemed to have been received three (3) days after being properly submitted for mailing. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
24.1    Any claim or controversy in connection with or arising from this Agreement or any SOW shall be brought before and adjudicated by only a court located in the State of New York and County of New York. The parties consent and submit to the full and complete jurisdiction of any such court.
24.2    This Agreement and all SOWs shall be governed by and construed according to the laws of the State of New York, County of New York without giving effect to conflicts of law principles.  The parties, intending to be legally bound to perform their respective obligations contained herein, hereby execute this Agreement on the respective dates set forth below.
25.1    Supplier agrees to carry the following insurance occurrence based coverage during the performance of the Services: (a) Worker's compensation if, and/or as, required by the laws of the state in which the work is being performed; (b) Comprehensive general liability in the amount of not less than One Million Dollars ($1,000,000) per occurrence to insure against liability arising from bodily injury, property damage, personal injury or death and (c) Errors and Omissions (professional liability) in the amount of not less than One Million Dollars ($1,000,000) to insure against errors and omission of services provided.  A certificate of insurance evidencing the foregoing liability coverages, naming Customer and where requested, Customer’s client, as additional insured, must be provided to Customer within ten (10) business days of the execution of this Agreement. Supplier will notify Customer of any changes or cancellation to its policies while this Agreement and any SOW is in effect.
26.1    Sections 9, 10, 11, 12.3, 13, 16, 25, and 26 shall survive any termination or expiration of this Agreement.


NOTICES: You consent to receive all communications including notices, agreements, disclosures, or other information from Multipop LLC electronically. Multipop LLC may provide all such communications by email or by posting them on the Multipop LLC Service. For support-related inquiries, you may send an email to You may send notices of a legal nature to Multipop LLC at or the following address:

Multipop LLC

7222 W. Cermak Rd. Suite 701

North Riverside, IL 60546

Attention: Legal Department

Nothing herein shall limit Multipop LLC's right to object to subpoenas, claims, or other demands.

MODIFICATION: This Agreement may not be modified except by a revised Terms of Service posted by Multipop LLC on the website or a written amendment signed by an authorized representative of Multipop LLC. A revised Terms of Service will be effective as of the date it is posted on the website.

ENTIRE AGREEMENT: This Agreement incorporates the following documents by reference:

Privacy Policy

Community Guidelines

Multipop LLC Pro Guidelines

Mobile App Addendum

Payment Addendum

Copyright and DMCA Policy

This Agreement constitutes the entire understanding between Multipop LLC and you concerning the subject matter hereof and supersedes all prior agreements and understandings regarding the same. Notwithstanding the foregoing, this Agreement does not govern any use of Multipop LLC's application protocol interface (API), which is governed by our API Agreement.