Terms of Service

Please read these terms of service carefully as they contain important information regarding your legal rights, remedies and obligations as well as a section governing the jurisdiction and venue of disputes. These terms of service also contain an arbitration clause.

By accepting these terms of service, you agree to be bound by said provisions.

1. Information about us

1.1. Our website popupnow.net is owned and operated by Good Spaces Company Limited, (hereafter referred to as “Popup Now”, “Company”, “we”, “us”, or “our”) a company registered in Ghana, with offices at 192 Dumor Link, Abelenkpe, Accra.

1.2. Popup Now connects brands, businesses and individuals with short-term commercial spaces matching their ideas, location, and budget. Our website facilitates short-term commercial rentals between Landlords and Tenants. Popup Now does not own or operate the commercial spaces. Popup Now only acts as an intermediary between Landlords and Tenants.

2. Introduction

2.1. The terms and conditions below set out the use of our Service and Space-Sharing Agreements facilitated by the Service. Your use and access of the Service and Content signifies your acceptance of these Terms of Service and agreement to be bound by them and all other applicable terms herein referenced.

2.2. By using our Service, you agree and understand that Popup Now’s role is solely to facilitate the availability of the Site and to provide the Services related thereto and is not a party to any tenancy, lease or similar Space-Sharing Agreements entered between Users. Popup Now disclaims all liability arising from or related to any such transactions to the fullest extent permitted by law.

2.3. Popup Now has no control over the conduct of Users and other users of its service and disclaims all liability in this regard to the maximum extent permitted by Applicable Law.

2.4. Popup Now reserves the right, at its sole discretion, to modify the Site or Service or to modify add, or delete portions of these Terms of Service at any time and without prior notice. If we modify these Terms of Service, we will post a notification on the Site or otherwise provide you with notice of the update on the Site and by email. By continuing to access or use the Site or any related Services after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Service. If the modified Terms of Service are not acceptable to you, you must cease using any and all Services provided by us.

3. Definitions

3.1. Interpretation

Under these Terms, unless the context otherwise requires:

any reference to the provisions of any statute shall be deemed to include a reference to that statute as from time to time modified, extended, amended or re-enacted.

4. Basis of Contract

4.1. By creating a Popup Now account and/or by using the Service, Users agree to be bound by these Terms of Service and agree to Popup Now’s Privacy Policy which is incorporated by reference into the Contract. Users should not create an account or use the Service if they do not agree to the Terms of Service.

4.2. The Contract shall be deemed to be entered into by the User when the User creates an account on the Site and agrees to enter into the Contract on the basis of these Terms of Service by confirming that they have read and accept these Terms of Service.

4.3. In order to use the Service, Users must have or create an account by completing the signup form on the Site. For more information regarding the information Popup Now collects from Users and how Popup Now uses it, please consult our Privacy Policy.

4.4. Any descriptive matter or advertising issued by Popup Now is issued or published for the sole purpose of giving an approximate idea of the Service described therein and shall not form part of the Contract or have any contractual force.

4.5. These Terms of Service apply to the Contract to the exclusion of any other terms that the User seeks to impose or incorporate, or which are implied by trade, custom, practice, purchase order or course of dealing.

4.6. Popup Now shall make the Service available to the Users on the basis of these Terms of Service.

5. Obligations of Users

5.1. Users shall co-operate with Popup Now in all matters relating to the Service.

5.2. Users shall comply with the Applicable Laws and ensure that health and safety standards are maintained at all times.

5.3. Users are solely responsible for the content and information that Users post, upload or otherwise make available on the Site or transmit to other Users (the “Content”).

5.4. By posting Content onto the Site, Users hereby irrevocably grant to Popup Now a worldwide, transferable, royalty-free, right and licence to host, store, use, copy, display, reproduce, adapt, edit, publish, modify and distribute the Content. Such licence is for the purpose of operating, developing, providing, promoting, and improving the Service. Users warrant that they are the sole legal and beneficial owner of the Content that they make available on the Service and that the Content is true and accurate at the time that the Content is made available on the Service. Users hereby agree to indemnify Popup Now against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Popup Now arising out of any third party claim in connection with the Content that Users make available on the Site.

5.5. Users must provide accurate, complete, and current account registration information at all times. Failure to do so constitutes a breach of these Terms, which may result in immediate termination of your Popup Now account. You are entirely responsible for maintaining the confidentiality of your account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify Popup Now immediately of any unauthorised use of your account or any other breach of security. Popup Now will not be liable for any loss that you may incur as a result of a third party using or accessing your account, either with or without your knowledge. However, you could be held liable for losses incurred by Popup Now or another party due to a third party using your account. You must not access or use the account of another User at any time without the permission of the account holder.

5.6. Users may link to the Site and/or the Services, provided that they do so in a way that is fair and legal and does not damage the reputation and goodwill of Popup Now. Users must not establish a link in such a way as to suggest any form of association, approval or endorsement of Popup Now where none exists. Popup Now reserves the right to withdraw permission to link to the Site and/or Services without notice and in its sole discretion.

5.7. Users must not use the Service for any purpose that is unlawful or prohibited by these Terms and / or any document executed in writing between a Landlord and a Tenant.

5.8. Until a booking has been made in respect of a Space, Users must only communicate with each other in respect of that Space through Popup Now.

5.9. All payments to be made between the Landlord and the Tenant must be made through Popup Now’s secure payment platform.

5.10. Users are responsible for insurance against risks normally borne by occupiers of commercial premises or otherwise. If a User has any doubt about what insurance is required, they should consult their own insurers or insurance brokers.

5.11. Users must not use the Service in any manner that could damage, disable, overburden, or impair any Popup Now server, or the network(s) connected to any Popup Now server, or interfere with any other party’s use and enjoyment of any Service. You must not attempt to gain unauthorised access to any servers, other accounts, computer systems or networks connected to any Popup Now server or to the Service through hacking, password mining or any other means. You must not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Service.

5.12. Users also agree and acknowledge that Popup Now may:

5.12.1. access information sent or received by Users for development, security, quality assurance and other business purposes;

5.12.2. market your Space, Listing and Content through its Site or its social media accounts. Should you choose to opt out of Popup Now’s co-marketing efforts, you may do so by notifying Popup Now by emailing info@popupnow.net.

5.12.3. at any time and without prior notice, remove or disable any Users’ access to the Site, or any Listing or other Content, for any reason, including content that Popup Now, in its sole discretion, considers objectionable for any reason, in violation of these Terms or otherwise harmful to our Website or Service.

6. General Covenant Against Circumvention

6.1. By using our Service you agree that you shall not tender or receive rental payments of any kind, directly or indirectly, or enter into any real estate related agreement or transaction that would create or result in a lease, sale or license to use any land or property, with respect to properties found or parties contacted through Popup Now, unless you have done so through Popup Now or you have obtained express prior written consent of Popup Now or its authorized agents. This restriction shall survive termination of this agreement for a reasonable period of twelve (12) months thereafter.

6.2. In the event a User breaches this covenant not to circumvent, the Popup Now will have the right to investigate, prosecute and institute civil actions and/or claim liquidated damages in the form of an indemnification amount for the breach and loss of profits

7. Obligations of Landlords

7.1. Landlords must comply with the terms of any tenancy and lease agreement entered into with Tenants.

7.2. Landlords accept that any decision to grant use of or let a property to a particular Tenant is made solely by the Landlord without any representation, warranty or statement made by Popup Now. Popup Now has no obligations to Landlords to reinstate or repair any properties let by Landlords at the end of any agreement between a Landlord and a Tenant.

7.3. Landlords understand and agree that they are solely responsible for determining their applicable tax reporting requirements and for any taxes to be collected or obligations relating to applicable taxes in Listings. Popup Now cannot and does not offer tax-related advice.

7.4. It is the sole responsibility of Landlords to obtain permission, where necessary, to enter into rental contracts and to receive payments from Tenants in respect of any properties.

7.5. Landlords shall pay the Fees in accordance with clause 9 below.

8. Obligations of Tenants

8.1. Tenants must comply with the terms of the tenancy and lease agreement entered into with Landlords.

8.2. Tenants are responsible for satisfying themselves that a Space fits their requirements, both as regards the specific features and amenities at the property and as regards the location. Popup Now does not guarantee that any Space is of suitable condition to be let or that Landlords have the right to enter into rental contracts and to receive rental payments in respect of a Space.

9. Fees and Payment

9.1. Where a Tenant wishes to make a booking in respect of a Listing, either (i) the Tenant shall submit a ‘booking request’ (a “Booking Request”); or (ii) the Landlord will submit a ‘payment request’ to the Tenant (a “Payment Request”).

9.2. Popup Now will invoice the Tenant for the total price payable in respect of the booking which shall be the price set by the Landlord in respect of that booking (the “Total Booking Price”).

9.3. A fee shall be payable by the Landlord to Popup Now in respect of each booking which shall be a percentage of the Total Booking Price (the “Landlord Fee”). The Landlord Fee to be deducted from the Total Booking Price will be communicated to the Landlord prior to the Landlord accepting the Booking Request or submitting a Payment Request.

9.4. Where the Tenant wishes to proceed to make a booking in respect of a Listing by making a Booking Request, the Tenant shall communicate their payment details to Popup Now, but shall not be charged until the booking is accepted by the Landlord. The Tenant has the right to withdraw the Booking Request until such time as it has been accepted by the Landlord.

9.5. Upon the Landlord accepting the Booking Request or the Tenant responding to a Payment Request by submitting their payment details, the Tenant shall be charged the Total Booking Price in respect of that booking. Subject to clause 7, the Total Booking Price will be held in the Tenant’s account by Popup Now for a period commencing on the date the Tenant is charged and expiring: (i) 48 hours after the end of the period in which the booking was made; or (ii) 9 days from the date the Tenant is charged (the “Booking Period”) whichever occurs later. Following the Booking Period, the Total Booking Price shall be paid to the Landlord (subject to clause 9.6 below).

9.6. In respect of each booking, the Landlord shall pay the Landlord Fee to Popup Now. Popup Now shall be entitled to withhold a sum equal to the Landlord Fee from the Total Booking Price paid to the Landlord in accordance with clause 9.5 above.

9.7. Popup Now reserves the right, at its sole discretion, to amend, remove or revise the Fees for any or all Services in accordance with clause 2.4. Additional fees for optional parts of the Service payable by Users in connection with a booking may be set out on the Site from time to time.

9.8. All amounts payable under the Contract are inclusive of amounts in respect of value added tax chargeable for the time being.

10. Refunds

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11. Popup Now’s Responsibility

11.1. Popup Now is not the owner or lessor and has no title or interest in the Spaces.

11.2. Popup Now disclaims all liability for the legality, accuracy or completeness of any Listings or Content posted on the Site by Landlords.

11.3. The parties acknowledge that all payment transactions are made through Popup Now, and that Popup Now is not responsible, and disclaims all liability, in respect of any payment transactions. In no event will Popup Now be responsible for the actions or omissions of the payment platform including, but not limited, to system downtime or payment service outages.

11.4. Agreements in relation to any Listings are made exclusively between Landlords and Tenants. Popup Now is not a party to any such agreement, or the negotiation of any such agreement, and does not fulfil any obligations derived from the contractual relationship between Landlords and Tenants. Popup Now does not make or accept any offers, either in its own capacity or on behalf of either Landlords or Tenants or any other party. Popup Now disclaims all liability arising from or related to any such agreements to the fullest extent permitted by law.

11.5. Popup Now does not at any time provide, or purport to provide, any advice or advisory services to Landlords, Tenants or any other party, in particular with respect to the commercial, financial, legal or any other consequences of any rental agreement entered into between Users. Popup Now disclaims all liability relating to the provision of advice and information relating to the property. Users accept that Popup Now’s role is limited to that of a facilitator of the Space Sharing Agreement between Users.

11.6. Popup Now shall take reasonable care in employing the necessary security measures to safeguard the personal data of Users in accordance with the Data Protection Act 2012 (Act 843). Popup Now shall notify the Users and the Data Protection Commission in the event that its servers or website application are hacked with malicious intent and Users’ data is compromised. If a User has evidence or suspects that another User is accessing their account to deface it or defame them, that User should inform Popup Now immediately. In response, Popup Now may bar access of that the offending User to its systems. Notwithstanding our attempts to prevent such activity, Popup Now does not assume responsibility for any subsequent successful hacking attempt of any User.

11.7. Although Popup Now provides rules for User conduct, Popup Now does not control or direct Users’ actions on the Site and is not responsible for the content or information Users transmit or share on the Site. Popup Now is not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content or information you may encounter on the Site. Popup Now is not responsible for the conduct, whether online or offline, of any User.

11.8. Your use of the Service is at your sole risk. The Service is offered on an “as is” and “as available” basis.

12. Third party links

12.1. The links from the Service may take you to other sites or services and you acknowledge and agree that Popup Now has no responsibility for the accuracy or availability of any Information provided by third parties services and websites.

12.2. The Services may include advertisements, which may be targeted to the Content or information on the Service, queries made through the Service, or other information. The types and extent of advertising by Popup Now on the Service are subject to change. In consideration for us granting you access to and use of the Service; you agree that Popup Now and its third-party providers and partners may place such advertising on the Service or in connection with the display of Content or information from the Services whether submitted by you or others.

12.3. Links to other websites and services do not constitute an endorsement by us of such websites or services, or the Information, products, advertising or other materials available made available by such third parties.

13. Default Lease

Popup Now strongly recommends that for all bookings, Landlords and Tenants sign a tenancy or lease agreement to structure the terms of their space-sharing agreement. However, should the parties to a Space-sharing Agreement made through Popup Now fail to draft and sign a written agreement prior to the date of commencement, but without either party expressing an intention to cancel the agreement, the terms of the Default Commercial Space Tenancy Agreement as set out in Schedule 1 shall govern the transaction.

14. Commonly Restricted Uses Policy

14.1. Prior to booking, Tenant agrees to disclose to Landlord if it intends to use a Space in any manner that is reasonably likely to: (a) cause an unusual disruption in or around the Space; (b) involve unusual risk or liability; (c) might be considered offensive, frightening, or otherwise unusually objectionable to people in and around the Space.

14.2. Popup Now does not discriminate against any Tenant seeking space for lawful purposes. Disclosure is only required to ensure that Landlords can duly comply with any master leases, ordinances, or other use restrictions.

14.3. Prior to accepting a Booking, Landlord agrees to disclose any use restrictions on its Space. Should Landlord fail to disclose any such use restrictions prior to Booking, Landlord shall be solely responsible for any cancellations and resulting damages.

15. Limitation of Liability

15.1. Popup Now disclaims all representations and warranties, express, implied or statutory and makes no representation, warranty or guarantee regarding the reliability, timeliness, quality, suitability or availability of the Services or that the Services will be uninterrupted or error-free.

15.2. To the extent permitted by Applicable Law, Popup Now shall not be liable for any direct, indirect, incidental, consequential, special, exemplary, punitive or any other monetary or other damages, fees, fines, penalties or liabilities (collectively “damages”) whatsoever , arising under or in connection with the Services for:

15.2.1. loss of profits;

15.2.2. loss of sales or business;

15.2.3. loss of agreements or contracts;

15.2.4. loss of anticipated savings;

15.2.5. loss of use or corruption of software, data or information;

15.2.6. loss of damage to goodwill;

15.2.7. any fines levied by a user by an regulatory authority pursuant to Applicable Laws; or

15.2.8. any indirect or consequential loss.

15.3. To the extent permitted by Applicable Law, the maximum liability of Popup Now under these Terms to a User is limited to the amount a User has paid Popup Now for the Service received by that User via the Site.

15.4. This clause 15 shall survive termination of the Contract.

16. Intellectual Property Rights

16.1. The Intellectual Property Rights in the Site belong to Popup Now or its licensors. You may not use framing techniques to display this site, any part of it or any other proprietary materials of Popup Now.

16.2. Unauthorised use of the material, data, design, marks, trademark, copyrights or any information may violate intellectual property laws. You acknowledge that your use of the content on the Site will not be misused in any way or violate any Applicable Laws.

17. Termination

The Contract will remain in full force and effect while Users use the Service and/or have a Popup Now account. Users may terminate their account at any time, for any reason, by following the instructions in the Service. Popup Now may terminate or suspend Users’ accounts or the provision of the Service at any time in its sole discretion.

18. General

18.1. Assignment and other dealings: Popup Now may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

18.2. Entire agreement: These Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Terms.

18.3. .Waiver: A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:

18.3.1. waive that or any other right or remedy; or

18.3.2. prevent or restrict the further exercise of that or any other right or remedy.

18.4. Severance: If any provision or part-provision of the Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

18.5. Third parties: No one other than a party to these Terms shall have any right to enforce any of its terms.

18.6. Governing law: The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the laws of the Republic of Ghana.

19. Dispute Resolution

19.1. You and Popup Now agree that any dispute or claim arising out of these Terms of Service or the breach, termination, enforcement, interpretation or validity thereof, or to the use of our Services (collectively, “Disputes”) shall be exclusively settled by binding arbitration as set forth below, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

19.2. Arbitration Rules – The Alternative Dispute Resolution Act 2010, Act 798 shall govern the interpretation and enforcement of these Terms. The arbitration shall be administered in accordance with the rules governing the Alternative Dispute Resolution Act 2010 in effect at the time of the dispute. The Alternative Dispute Resolution Act 2010 shall govern the interpretation and enforcement of this section.

19.3. Arbitration Process – A party who desires to initiate arbitration must follow the process set out in The Alternative Dispute Resolution Act 2010.

19.4. Arbitration Location and Procedure – Unless you and Popup Now otherwise agree, the arbitration will be conducted in Ghana.

19.5. Appointment of Arbitrator – The arbitration shall be conducted by one or more arbitrators appointed in accordance with the rules of the Chartered Institute of Arbitrators.

19.6. Fees – Your responsibility to pay any filing, administrative and arbitrator fees will be solely as set forth in The Alternative Dispute Resolution Act 2010.

20. Contacting Us

If you have any questions, requests or inquiries on or related to this Agreement, please contact Popup Now at info@popupnow.net.

We collect personal information about you when you access the Site, register with us, contact us, send us feedback, post material to the Site or complete customer surveys.

21. Feedback

21.1. We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Service (“Feedback”). You may submit Feedback by emailing us at info@popupnow.net.

21.2. You agree that all Feedback will be the sole and exclusive property of Popup Now and you hereby irrevocably assign to Popup Now and agree to irrevocably assign to Popup Now all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein.

Schedule 1 – Default Commercial Space Tenancy Agreement

THIS TENANCY AGREEMENT (this “Agreement”) is for an occupancy to commence on the [Move-In Date as listed in relevant communications on between the Landlord and Tenant (hereinafter “Commencement Date”) and continue until [Move-Out Date as listed in relevant communication] (hereinafter “Move-Out Date”) and made by and between Tenant and Landlord.

Whereas LANDLORD, is the legal owner of the commercial space in question;

Whereas TENANT wishes to rent the Space from LANDLORD for the following use: [Tenant’s Intended Use as listed in relevant communication] (the “Agreed-Upon Use”);

Whereas LANDLORD wishes to license the Space to TENANT upon the below terms and conditions, for a License Fee of GHS [Landlord’s Required Fee as listed in relevant communications] and with a Security Deposit of GHS [Landlord’s Required Deposit Amount as listed in relevant] Ghana Cedis.

Now, therefore, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, TENANT and LANDLORD hereby agree as follows:

1. Occupancy of Space – Starting on the Commencement Date, in consideration of the License Fee, for a period of payable through Popup Now. The LANDLORD shall grant TENANT a non-transferable license to use and occupy the Space during the Term (as defined below). The License Fee includes expenses for reasonable use of utilities such as electricity, water, heat, air conditioning and wireless internet, unless the LANDLORD has previously disclosed that any of these utilities is unavailable in the Space or not included in the License Fee.

2. Security Deposit – At the LANDLORD’s request, TENANT shall remit a “Security Deposit” to the LANDLORD. The LANDLORD shall hold the Security Deposit without interest (unless otherwise required by law) and as security for the performance by TENANT of its covenants and obligations under this Agreement, it being expressly understood that, the Security Deposit shall not be considered a measure of the LANDLORD’s damages in case of Default. Unless otherwise provided by mandatory non-waivable law or regulation, LANDLORD or its agent may commingle the Security Deposit with other funds. LANDLORD may, from time to time, without prejudice to any other remedy, use the Security Deposit to satisfy any covenant or obligation of TENANT hereunder. Following any such application of the Security Deposit, TENANT shall pay to LANDLORD on demand the amount so applied in order to restore the Security Deposit to its original amount. If TENANT has not committed a Default that is continuing at the termination of this Agreement, the balance of the Security Deposit remaining after any such application shall be returned to TENANT. If LANDLORD transfers its interest in the Space during the term of this Agreement, LANDLORD may assign the Security Deposit to the transferee and thereafter shall have no further liability for the return of such Security Deposit.

3. Reasonable Use of Space. Non-interference with others.

a. The Space may only be utilized for the agreed-upon USE that will be open both to the media and the general public. TENANT shall not perform any work or undertake any other activity in the Space without the prior written consent of LANDLORD. In no event whatsoever, should TENANT undertake any activity that would or may unreasonably interfere or disturb the use or occupancy of adjacent spaces by LANDLORD, its invitees or other tenants. TENANT warrants that its Use of the Space shall comply with all applicable laws and regulations. TENANT warrants that it possesses all necessary insurance coverage, including but not limited to Commercial General Liability insurance. TENANT agrees that upon request by LANDLORD prior to Commencement Date, it shall furnish proof of insurance with a reasonable time.

b. TENANT also agrees that in good faith, it shall reasonably direct its employees, agents and invitees to respect the terms and conditions of this Agreement and not to interfere with the quiet enjoyment of other adjacent spaces by other tenants.

4. Cancellation and Surrender.

Cancellation – Point to Cancellation Policy.

Surrender – Upon the natural expiration or termination of this Agreement, TENANT shall surrender to LANDLORD the Space in the same condition existing on the date hereof (subject to reasonable wear and tear), and TENANT shall remove all of its property located in the Space, if any, provided, that upon such termination or expiration, TENANT shall have no right to the property of LANDLORD.

5. Condition of the Space – TENANT states that it has made a thorough inspection of the Space and agrees to take the same in its condition “as is” as of the date hereof and LANDLORD shall have no obligation to alter, improve or decorate the Space for TENANT’s use and occupancy. TENANT shall not make or allow any alterations, installations, improvements, additions or other physical changes in or about the Space without LANDLORD’s prior consent, which consent may be withheld at LANDLORD’s sole discretion.

6. Access – LANDLORD and LANDLORD’s agents shall have the right, throughout the Term, to enter any portion of the Space upon prior reasonable verbal notice to TENANT to examine the same, and to make such repairs, alterations, improvements or additions as LANDLORD may deem reasonably necessary.

7. No Tenancy – TENANT acknowledges that this is a revocable license for a limited use, and nothing in this agreement shall constitute a leasehold interest or tenancy or conveyance of any exclusive possessory interest in the property. TENANT shall not permit any liens to be filed against the Premises for any other cause or reason. In the event liens are filed, then TENANT shall promptly cause the same to be released, bonded or satisfied in full within ten (10) days of the date of such filing.

8. Default – If TENANT fails to comply with any of its obligations under this Agreement and such non-compliance continues for more than 5 days after notice by LANDLORD to TENANT of such non-compliance, or if such non-compliance is of such a nature that it can be remedied but cannot be completely remedied within 5 days, TENANT fails to commence to remedy such non-compliance within 5 days after such notice; or, with respect to any such non-compliance, TENANT, having commenced such remedy within 5 days after such notice, fails to diligently prosecute to completion all steps necessary to remedy such non-compliance within an additional 5 days, then LANDLORD shall have the right to terminate this Agreement upon notice to TENANT, and ten (10) days following receipt of such notice, this Agreement shall terminate, and TENANT shall immediately quit and surrender the Space as required hereby.

9. No Liability and Hold Harmless – LANDLORD shall have no liability or responsibility to TENANT, and TENANT shall have no claim against LANDLORD, for any damage or loss incurred by TENANT with respect to property located in the Space, except as a result of the negligence or wilful misconduct of LANDLORD. Notwithstanding anything to the contrary in this agreement and without prejudice to any other provision of this Section, TENANT agrees to indemnify LANDLORD against, and hold LANDLORD harmless from, any loss, cost, expense, claims or demands (including reasonable attorneys’ fees) arising (i) by virtue of any accident, damage or injury to persons or property which may be in or upon, or be placed in or upon, the Space, (ii) by reason of occupation of the Space by TENANT, its employees, invitees and agents, or (iii) by reason of TENANT’s breach of any of the terms or conditions of this Agreement.

10. Commission – The Parties acknowledge that TENANT was referred to LANDLORD through www.popupnow.net and that Popup Now’s Terms of Service individually bind them both. LANDLORD warrants that it has paid, or prior to Commencement Date shall pay a Landlord Fee to Popup Now. The Parties agree to indemnify, defend and hold the other party and Popup Now harmless from and against any claim for other or additional broker’s fees or finder’s fees asserted by anyone other than by anyone other than Popup Now on account of any dealings with TENANT or LANDLORD in connection with this Agreement, it being the parties’ intention that Popup Now is a third party beneficiary of the terms of this Agreement. The Parties also agree in good faith, that during the Term of this Agreement and for a reasonable period of thirty-six (36) months thereafter, the Parties shall not attempt to bypass Popup Now and shall therefore not attempt to contract directly or indirectly, lease, or enter directly or indirectly into any real estate related agreement or transaction with each other that would create of result in a lease, sale or a license to use a commercial space. In the event either Party breaches this specific reasonable covenant not to circumvent Popup Now, the Parties understand that Popup Now would be at loss and suffer damages that would be hard to appraise and therefore acknowledge that Popup Now may at its sole discretion elect to hold either Party responsible for liquidated damages equal to three times the circumvented Landlord Fee, paid hereunder and due immediately upon said breach.

11. Waiver – No waiver of any default of LANDLORD or TENANT hereunder shall be implied from any omission to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the express waiver and that only for the time and to the extent therein stated. One or more waivers by LANDLORD or TENANT shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition.

12. Notices – All notices in connection with this Agreement shall be in writing, shall be effective upon receipt. Notices shall be delivered only by certified mail, return receipt requested, postage prepaid to the address of the parties as provided in this agreement. Either party may change its notice address upon notice to the other party in accordance with this Agreement.

13. Counterparts; Electronic Signature – This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. The Grantee’s electronic signature of this Agreement shall have the same validity and effect as a signature affixed by the Grantee’s hand.

14. Assignment – This Agreement may not be assigned, transferred or otherwise encumbered by TENANT without the prior written consent of LANDLORD, nor shall TENANT permit or suffer any other business entity to use or occupy any portion of the Space.

15. Governing Law – This Agreement shall be governed, construed and interpreted by, through and under the Laws of the Republic of Ghana.

16. Amendments – This Agreement may be amended or supplemented only by a written instrument duly executed by all of the parties hereto.

17. Severability – If any covenant, condition, provision, term or agreement of this Agreement is, to any extent, held invalid or unenforceable, the remaining portion thereof and all other covenants, conditions, provisions, terms and agreements of this Agreement, will not be affected by such holding, and will remain valid and in force to the fullest extent permitted by law.

Both parties to any booking made through Popup Now understand and acknowledge that their Space-sharing Agreement is a bilateral contract, made between TENANT and LANDLORD, to which Popup Now is not a party (although it may be a Third-party Beneficiary). Popup Now disclaims all liability arising from or related to any such transactions to the fullest extent permitted by law. Both parties agree and acknowledge that they have carefully read and reviewed the language of the Default Commercial Space License Agreement, and have adopted its language as their own. Popup Now disclaims all liability arising from or related to the language of the Default Commercial Space License Agreement, to the fullest extent permitted by law.