Terms

Article 1 - General provision

1. These general terms and conditions apply to every agreement.
2. We reserve the right to change the general terms and conditions. You agree that the latest version of these terms and conditions will always apply.
3. Agreements that deviate from these terms and conditions are only valid if we have agreed these agreements with you in writing.
4. If part of the terms and conditions are void or voidable, the other provisions of the general terms and conditions will apply. The void or voided part will be replaced by a provision that approximates the intent of the original provision as closely as possible.

The general terms and conditions consist of two parts: the part of the use of our software on Popi.nl and the part of the agreement between buyer/advertiser and seller/publisher and Popi B.V.. The first part will be called "Software Agreement", where the second part will be called "Publishing Agreement". Dutch law applies to both agreements, legal disputes will be submitted to the court in Zwolle.

Article 2 - Identity of the entrepreneur

Popi B.V.
Willemskade 19
8011 AD Zwolle

Reachable by phone at: +31 (0) 38 20 22 150
Reachable by email via: info@popi.nl
Chamber of Commerce number: 82643628

Software Agreement

1. When using Popi.nl, users agree to the provisions of the Software Agreement. This applies to the buyer/advertiser and seller/publisher. Popi B.V. reserves the right to change the entire terms and conditions, including the Software Agreement.
2. By using Popi.nl you agree to the latest version of this Software Agreement.

Article 3 - Product

1. By means of an online platform, Popi.nl offers software where various services can be purchased against payment.
2. Services such as link or article placements on websites, texts and similar services can be purchased by advertisers via the platform of Popi.nl and placed by the publisher.

Article 4 - Availability and Registration

1. Popi B.V. will do its utmost to ensure that the website is available and accessible.
2. Popi B.V. cannot guarantee that Popi.nl will work flawlessly or will always be available. Popi B.V. is therefore not liable for damage if the website does not work or does not work safely.
3. Popi B.V. is not liable for damage caused by incorrect information on the website.
4. Popi B.V. provides secure login for users. When registering with the platform, all data must be entered truthfully.
5. The data displayed on the Platform, including but not limited to SEO metrics, visitor numbers, domain authority and other statistics, originates from external sources and third parties. Popi B.V. cannot guarantee the accuracy, completeness or timeliness of this data. No rights can be derived from the data displayed on the Platform in any way.

Article 5 - User account

1. You must be at least 18 years old to use Popi.nl.
2. Popi.nl only accepts business users as advertisers, and can only be used by private individuals if they are publishers.
3. The login and account information must be protected from others. You must keep the password secret.
4. If your account is misused, let us know as soon as possible and change the password immediately.
5. Popi B.V. reserves the right to delete the account in case of abuse of the account or abuse of the law.
6. Popi B.V. reserves the right to reject, suspend or terminate an account or application at any time and without giving reasons. Popi B.V. is not obliged to pay any compensation in this regard.

Article 6 - Liability

1. Popi B.V. cannot be held responsible for:
   • Direct or indirect damage that you suffer from using Popi.nl.
   • Direct or indirect damage that you suffer from information on Popi.nl, regardless of whether this information comes from us or from third parties.
   • Direct or indirect damage resulting from errors made by third parties or resulting from errors beyond the control of Popi B.V..
   • Direct or indirect damage resulting from changes to search engines or AI systems.
2. Popi B.V. is at all times entitled to put Popi.nl out of service temporarily.
3. If, notwithstanding the foregoing, Popi B.V. should be liable, the liability is limited to the amount paid out by the liability insurance in the case concerned, or to the amount of the platform commission on the relevant agreement.

Article 7 - Popi.nl User Rules

1. When using Popi.nl you may not abuse the website and Dutch law. In addition, you agree that you may not distribute the following:
   • 18+ videos, images or other media with erotic content;
   • Texts or images that are offensive, racist, discriminatory or hateful;
   • Unsolicited advertising (spam);
   • False or misleading information;
   • Viruses, malware, spyware or other software intended to harm our computers or other users.
2. In case of non-compliance with the rules set out in paragraph 1, Popi B.V. reserves the right to deny access to the platform.

Article 8 - Confidentiality and protection of business information

1. All information that the user obtains via the Platform, including pricing information of services, contact details of publishers and advertisers, revenue and commission data and other business information of Popi, is confidential information and property of Popi B.V..
2. The user is not permitted to copy, store outside the Platform, distribute or in any way provide confidential information to third parties, or to use it for own commercial gain outside the Platform.
3. Misuse of confidential information includes in any case:
   • Systematically collecting or scraping pricing information of services offered on the Platform;
   • Approaching publishers or advertisers outside the Platform based on data obtained via the Platform;
   • Sharing platform data with competing service providers or third parties.
4. In the event of a violation of the provisions of this article, the user owes Popi B.V. an immediately payable fine of four times (4x) the value of the relevant information or services, with a minimum of € 2,500 per violation, without prejudice to the right of Popi B.V. to claim full compensation if the actual damage is higher.

Article 9 - Intellectual property

1. All trademark rights, copyrights, database rights and all other intellectual property rights of any kind arising from Popi.nl, together with the underlying software code, are the exclusive property of Popi B.V..
2. By using Popi.nl you declare:
   • that you are the owner of the website you have connected;
   • that you are authorized to share and license to us media, content and information that you choose to post;
   • that you grant Popi B.V. a non-exclusive, royalty-free, transferable and worldwide license to use all content, media and content that you upload on Popi.nl.
3. Popi B.V. has the right to disclose information at any time for the purpose of lawsuits, court orders, laws and regulations, national security and public health.

Publishing Agreement

1. When using Popi.nl, users agree to the provisions made within these general terms and conditions. This applies to the buyer/advertiser and seller/publisher. Popi B.V. reserves the right to change the entire terms and conditions, including the Publishing Agreement.
2. By using Popi.nl you agree to the entire terms and conditions, including the Publishing Agreement.

Article 10 - Agreements concluded via Popi.nl

1. When there is a purchase on Popi.nl we speak of a collaboration between a publisher/seller and an advertiser/buyer. Popi B.V. does not own the websites that offer placements.
2. All communication must go through Popi.nl. It is not permitted to share telephone numbers, e-mail addresses or other communication options via Popi.nl. In violation of these communication requirements, Popi B.V. is authorized to delete a user at any time.
3. The publisher is expressly not permitted to contact an advertiser directly outside the Platform, for whatever reason. All communication must take place via the Popi Platform at all times.
4. In the event of a violation of the contact prohibition as referred to in paragraph 3 by the publisher, the publisher owes Popi B.V. an immediately payable fine amounting to four times (4x) the selling price of the relevant article or service, with a minimum of € 500 per violation, without prejudice to the right of Popi B.V. to claim full compensation.
5. After a collaboration via Popi.nl, both parties are not allowed to enter into a new collaboration outside the Popi.nl platform for a period of twelve (12) months. A collaboration can be: in money, in kind and collaborations in the field of content.
6. If Popi B.V. detects a violation of paragraph 5, where an advertiser and publisher have entered into a new collaboration outside the Platform, Popi B.V. will impose a fine on both parties. This fine is payable immediately and amounts to € 2,500 (two thousand five hundred euros) per violation per party, without prejudice to the right of Popi B.V. to claim the full damages suffered, including but not limited to lost platform commission, lost income and legal costs, if these exceed the fine.
7. Any damages such as lost income, lost platform commission and legal costs will be recovered from the offending party.

Article 11 - Process of the agreement

1. Popi B.V. makes every effort to ensure that the agreements run as smoothly as possible.
2. A final agreement must be given by the publisher within seven days. If the publisher has not responded within seven days, Popi B.V. has the right to do an editorial check and approve the submitted content.
3. Popi B.V. has the right to reject an agreement at any time if the publisher or advertiser has not adhered to the conditions described in these general conditions.
4. Popi B.V. has the right to reject, modify or cancel an agreement at any time without giving reasons.

Article 12 - Contract duration

1. All publishing agreements concluded through Popi.nl have rights and obligations which are described in these general terms and conditions.
2. When publishing a content link, also called an article, these are placed for at least a period of thirty-six months (36 months). If the publisher/seller removes a content link within this period, Popi B.V. reserves the right to reclaim the full compensation paid, plus the platform commission lost by Popi B.V..
3. Other agreements/products that have a temporary duration of cooperation may not be removed during this temporary agreement. This also includes a claim on the full compensation paid out.
4. Upon detection of a deleted collaboration, the publisher has 14 days to deliver the agreement in its old/normal condition.
5. When the publisher suspends this agreement, Popi B.V. has the right to reclaim the full amount for all pending publications previously paid to the publisher, plus the lost platform commission.
6. Popi B.V. is not liable or responsible for negligence of publishers on the platform Popi.nl.
7. During the placement period, the publisher is not permitted to do any of the following without prior explicit written consent from Popi B.V.:
   • remove the article in whole or in part;
   • modify the content of the article;
   • add external links to or remove external links from the article;
   • change the URL of the article;
   • place the article behind a paywall or login.
8. If external commercial links are removed, modified or added without consent, Popi B.V. has the right to reclaim the full amount paid to the publisher, plus the platform commission lost by Popi B.V..
9. When selling, transferring or discontinuing a website on which content placed via the Platform is hosted, Popi B.V. reserves the right to reclaim all compensation paid to the publisher for ongoing placements, plus the lost platform commission, unless the publisher ensures that the content remains demonstrably available under the new owner.
10. Remedy period: the publisher has the right to remedy detected violations of this article within fourteen (14) days of written notification by Popi B.V.. If the remedy is completed within this period to the satisfaction of Popi B.V., the fine will be waived.

Article 13 - Modification requests

1. The publisher is obliged to cooperate with reasonable modification requests regarding published content for a period of twenty-four (24) months after the original publication date.
2. Modification requests include: adjusting text, adding or changing links, updating outdated information and similar editorial adjustments.
3. The publisher may not charge additional costs for carrying out modification requests.
4. Modification requests must be carried out by the publisher within seven (7) business days, unless otherwise agreed in writing.

Article 14 - Responsibility for content

1. Popi B.V. acts solely as a facilitating platform and does not have an editorial department. Popi B.V. does not perform content reviews on the content supplied by advertisers or published by publishers. The responsibility for the content of supplied content lies entirely with the advertiser; the responsibility for editing, checking and publishing content lies entirely with the publisher.
2. The publisher is fully responsible for the content of the published article. By publishing, the publisher confirms that the article complies with all applicable laws and regulations, including the Gambling Act (KSA), the Advertising Code Commission, the NVWA and other relevant supervisory authorities.
3. The advertiser is fully responsible for the content supplied by them and guarantees that it does not conflict with applicable laws and regulations, advertising codes or guidelines of supervisory authorities.
4. Popi B.V. explicitly informs both advertisers and publishers upon registration and when placing orders that they must comply with all applicable laws and regulations, including but not limited to the Media Act, the Gambling Act, the Advertising Code, NVWA rules and the General Data Protection Regulation (GDPR). By using the Platform, both parties confirm that they have taken note of this.
5. Claims, fines or liabilities that the publisher or advertiser receives as a result of content placed via the Platform cannot in any way be recovered from Popi B.V. Both the advertiser and the publisher fully indemnify Popi B.V. against such claims from third parties.
6. Popi B.V. reserves the right to have content removed that, in the opinion of Popi B.V., is in violation of laws and regulations, without this giving rise to any claim by the publisher or advertiser for compensation.
7. Popi B.V. reserves the right to disable or remove a publisher's website from the Platform at any time and without giving reasons.

Article 15 - Price management and publisher integrity

1. Publishers with their own account are responsible for correctly setting and keeping their prices up to date on the Platform.
2. Price changes do not apply to orders already placed. Outstanding orders will be executed at the price that applied at the time of the order.
3. If a publisher cancels an order due to their own pricing error, Popi B.V. reserves the right to recover the lost platform commission from the publisher.
4. The publisher is not permitted to manipulate, falsify or in any way influence data in order to make the website appear better in the Popi system. This includes in any case, but is not limited to:
   • generating or purchasing fake traffic to the website;
   • manipulating or falsifying Google Analytics data or other analytics data;
   • artificially inflating visitor numbers, page views or other metrics;
   • providing incorrect or misleading statistics to Popi B.V.
5. In the event of a violation of paragraph 4, the publisher owes Popi B.V. an immediately payable fine of € 500 per detected violation, without prejudice to the right of Popi B.V. to immediately suspend or terminate the account and to recover any additional damages.

Article 16 - Premium niches and 18+ markets

This article applies to advertisers.

1. Premium Niches are defined as: market segments that are subject to specific laws and regulations, including but not limited to online gambling (casino), CBD/hemp, forex/cryptocurrency trading, dating and other 18+ market segments.
2. Advertisers active in Premium Niches acknowledge that these markets are subject to specific laws and regulations, including the Gambling Act (Wok), the Gaming Authority (KSA), the Advertising Code Commission (RCC), the NVWA and the Netherlands Authority for the Financial Markets (AFM).
3. Popi B.V. provides no guarantee whatsoever regarding the placement, duration or effect of content in Premium Niches. Publishers are entitled to refuse requests in Premium Niches in advance. Content already placed in Premium Niches may only be removed at the instruction of Popi B.V., if Popi B.V. deems this necessary in connection with applicable laws and regulations. A publisher may not unilaterally remove placed Premium Niche content; the regular publisher obligations from article 12 remain fully applicable.
4. All rights to refund, restitution or compensation lapse for placement agreements in Premium Niches, insofar as the content is or becomes in violation of applicable laws and regulations, advertising codes or guidelines of supervisory authorities.
5. The advertiser is fully responsible for compliance with all applicable laws and regulations regarding Premium Niches and fully indemnifies Popi B.V. against all claims from third parties, including supervisory authorities, related to content placed by the advertiser in Premium Niches.
6. Popi B.V. reserves the right to impose additional conditions, charge higher rates or refuse requests in Premium Niches entirely.

Article 17 - Prices and costs

1. Costs and prices shown on the website can be changed at any time. Popi B.V. is not responsible for errors in pricing.
2. Payment via Popi.nl will always take place via a monetary amount in euros.
3. Transaction costs incurred will be passed on to the advertiser/buyer.
4. Popi B.V. has the right to request a commission on the agreements concluded. This will be calculated automatically. Popi B.V. reserves the right to change the amount of this commission.
5. Prices will be shown exclusive of VAT. 21% VAT will be charged on our services and products, unless a VAT exemption applies.
6. For payments via SEPA bank transfer, the order will only be processed after receipt of payment by Popi B.V. (usually 1-2 business days).
7. Advertisers who have been granted the right to pay on invoice afterwards must pay invoices within the payment term stated on the invoice. If the payment term is exceeded, the advertiser is in default by operation of law and Popi B.V. is entitled to charge statutory commercial interest and collection costs.
8. An active balance on a user's account that has not been used for a continuous period of twenty-four (24) months can no longer be refunded or paid out in any other way. The balance remains available to spend on services within the Platform.

Article 18 - Payment to publishers

1. The publishers/sellers receive a fee for the services provided. Payments will be automatically billed monthly by credit note. Amounts are paid on the publisher IBAN known to us.
2. Publishers who have entered into an agreement via an order email (Popi purchasing) are obliged to upload their invoice via the designated window in the Platform. Popi B.V. is not obliged to pay as long as the invoice has not been correctly and completely uploaded via the designated portal.
3. A publisher cannot claim payment, and is not entitled to start a collection procedure or legal proceedings, if the invoice has not been uploaded via the designated window in the Platform in accordance with paragraph 2. Correctly uploading the invoice via the Platform is a condition for the enforceability of the claim.