These Terms of Service (“Terms”) describe our commitments to you, and your rights and responsibilities when using our services. Please read them carefully and reach out to us if you have any questions.
Terms of Service
1. Who’s Who
Throughout these Terms, “you” applies to both individuals and entities that access or use our Service. If you are an individual using our Service on behalf of an entity, you represent and warrant that you have the authority to bind that entity to the Agreement and that by using our Service, you are accepting the Agreement on behalf of that entity.
2. Your Account
You will be solely responsible and liable for any activity that occurs under your account. You are responsible for keeping your account information up-to-date and for keeping your password secure.
You are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under your account and any other actions taken in connection with our Service. You shall not share or misuse your access credentials. You must immediately notify us of any unauthorized uses of your account, store, or website, or of any other breach of security. We will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.
When you create a Topple account, we consider that to be an inquiry about our products and services, which means that we may contact you to share more details about what we have to offer. Don't worry -- if you aren't interested in learning more, you can opt out of the marketing communication, whether it's an email, phone call, or text message.
3. Minimum Age Requirements
Our Service is designated for adults. Access to and use of our Service is only for those over the age of 16. If you are younger than this, you may not register for or use our Service. Any person who registers as a user or provides their personal information to our Service represents that they are 16 years of age or older.
4. Responsibility of Users
We want you to feel as productive as possible using the Service. Your Content is yours. We have not and will not review it.
- If you post Content or otherwise make (or allow any third party to make) Content available on our Service, you are entirely responsible for the Content, and any harm resulting from it or your conduct.
- We disclaim any responsibility for any harm resulting from anyone’s use or downloading of Content. If you access or use any Content, you are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content.
- We are not a party to, and will have no responsibility or liability for, any communications, transactions, interactions, or disputes between you and the provider of any Content.
- Please note that additional third party terms and conditions may apply to the downloading, copying, or use of Content.
5. Fees, Payment, and Renewal
a. Topple Fees
Fees for Paid Service. Some of our Service is offered for a fee (“Paid Service”). By using a Paid Service, you agree to pay the specified fees. Depending on the Paid Service, there may be one-time fees or recurring fees. For recurring fees, we’ll bill or charge you for in regular automatically-renewing intervals (such as monthly, annually, or biennially), on a pre-pay basis until you cancel, which you can do at any time by contacting the relevant support team
Taxes. To the extent permitted by law, or unless explicitly stated otherwise, all fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees, or charges now in force or enacted in the future (“Taxes”). You are responsible for payment of all applicable Taxes relating to your use of our Service, your payments, or your purchases. If we are obligated to pay or collect Taxes on the Fees you’ve paid or will pay, you are responsible for such Taxes, and we may collect payment for such Taxes.
Payment. If your payment fails or if Paid Service is otherwise not paid for or paid for on time, we may immediately cancel or revoke your access to the Paid Service. If you contact your bank or credit card company to decline or reverse the charge of fees for Paid Service, we may revoke your access to our Service in general.
Automatic Renewal. To ensure uninterrupted service, recurring Paid Service is automatically renewed. This means that unless you cancel a Paid Service before the end of the applicable subscription period, it will automatically renew, and you authorize us to invoice you or use any payment mechanism we have on record for you to collect the then-applicable subscription fee (as well as any Taxes). By default, your Paid Service will be renewed for the same interval of time as your original subscription period. We may charge your account up to one month before the end of the subscription period. It is your responsibility to make sure you are checking your email (including any spam or other filters) in order to receive any reminder email we send to you in advance of renewal. The date for the automatic renewal is determined automatically based on the date of the original purchase and cannot be changed.
Cancelling Automatic Renewal. You can manage and cancel your Paid Service at the respective Service’s site.
Fee Changes. We may change our fees at any time, or start charging fees for Service that were previously free. When applicable, we may give you advance notice of the fee changes. If you don’t agree with the fee changes, you must cancel your Paid Service.
Refunds. While you may cancel a Paid Service at any time, refunds are issued at our sole discretion, unless otherwise required by applicable law.
6. General Representation and Warranty
You represent and warrant that your use of our Service:
- Will be in strict accordance with these Terms;
- Will comply with all applicable laws and regulations (including, without limitation, all applicable laws regarding online conduct and acceptable content, privacy, data protection, the transmission of technical data exported from the United States or the country in which you reside, the use of financial services, notification and consumer protection, unfair competition, and false advertising);
- Will not use the Service for any unlawful purposes, to publish illegal Content, or in furtherance of illegal activities;
- Will not infringe or misappropriate the intellectual property rights of any third party;
- Will not overburden Topple’s systems, as determined by us in our sole discretion;
- Will not interfere with, disrupt, or attack any service or network; and
- Will not be used to create, distribute, or enable material that is - or that facilitates or operates in conjunction with - malware, spyware, adware, or other malicious programs or code.
7. Specific Service Terms
You retain the copyrights and any other intellectual property rights you already had in your Content before you submitted or posted it on or through the Service. However we do need you to grant Topple a limited license so we can make your data available on the Service. Without a license copyright prevents us from maintaining, storing or backing-up certain Content. By using the Service and uploading Content you are granting Topple a license to display, perform and distribute your Content, in order to ensure Content is viewable on mobile devices, computers and other devices and reproduce such Content to enable Topple to operate the Service. You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide and irrevocable (as long as your Content is stored with us), and include a right for Topple to make such Content available to, and pass these rights along to, others with whom Topple has contractual relationships related to the provision of the Service, solely for the purpose of providing such services, and to otherwise permit access to or disclose your Content to third parties if Topple determines such access is necessary to comply with its legal obligations.
If you elect to use any third party service or application that is integrated with Topple, you also agree that the licenses granted to Topple in the preceding paragraph shall apply to Content that is submitted or uploaded through such third party service or application. If the third party service or application you elect to use would access or extract Content, you grant Topple the right and license to enable third party access to and extraction of your Content. Topple does not assume any responsibility for, or liability on account of, the actions or omissions of such third party applications or service providers.
8. Intellectual Property
The Agreement does not transfer from Topple to you any Topple or third party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with Topple. Topple, Topple logo, and all other trademarks, service marks, graphics, and logos used in connection with Topple or our Service, are trademarks or registered trademarks of Topple or Topple’s licensors. Other trademarks, service marks, graphics, and logos used in connection with our Service may be the trademarks of other third parties. Your use of our Service grants you no right or license to reproduce or otherwise use any Topple or third party trademarks.
9. Third Party Services
In using the Service, you may enable or use services, products, or applications developed by a third party or yourself (“Third Party Services”) on your website. If you use any Third Party Services, you understand that:
- Third Party Service is not vetted, endorsed, or controlled by Topple.
- Any use of a Third Party Services is at your own risk, and we shall not be responsible or liable to anyone for Third Party Services.
- Your use is solely between you and the respective third party (“Third Party”) and will be governed by the Third Party’s terms and policies. It is your responsibility to review the Third Party’s terms and policies before using a Third Party Services.
- Third Party Services may not work appropriately with your website, and we may not be able to provide support for issues caused by any Third Party Services.
- If you have questions or concerns about how a Third Party Services operates, or need support, please contact the Third Party directly.
In rare cases, we may at our discretion, suspend, disable, or remove Third Party Services from your account or website.
We are constantly updating our Service and that means sometimes we have to change the legal terms under which our Service is offered. These Terms may only be modified by a written amendment signed by an authorized executive of Topple, or by the posting by Topple of a revised version. If we make changes that are material, we will let you know by posting on one of our blogs, or by sending you an email or other communication before the changes take effect. The notice will designate a reasonable period of time after which the new terms will take effect. If you disagree with our changes, then you should stop using our Service within the designated notice period, or once the changes become effective. Your continued use of our Service will be subject to the new terms. However, any dispute that arose before the changes shall be governed by the Terms (including the binding individual arbitration clause) that were in place when the dispute arose.
We may terminate your access to all or any part of our Service at any time, with or without cause, with or without notice, effective immediately. We have the right (though not the obligation) to, in our sole discretion, (i) reclaim your username or website’s URL due to prolonged inactivity, (ii) refuse or remove any content that, in our reasonable opinion, violates any Topple policy or is in any way harmful or objectionable, (iii) ask you to make some adjustments, restrict the resources your website uses, or terminate your Service, if we believe your website’s storage or bandwidth usage is out of hand and/or burdens our systems (which is rare and typically only occurs when a website is used for file sharing or storage), or (iv) terminate or deny access to and use of any of our Service to any individual or entity for any reason. We will have no obligation to provide a refund of any amounts previously paid.
If you wish to terminate the Agreement or your Topple account, you may simply discontinue using our Service, or, if you are using a paid service, you may cancel at any time, subject to the Fees, Payment, and Renewal section in these Terms.
All provisions of the Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
12. Disclaimer of Warranties
Our Service is provided “as is.” Topple and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Topple, nor its suppliers and licensors, makes any warranty that our Service will be error free or that access thereto will be continuous or uninterrupted. If you’re actually reading this, here’s a treat. You understand that you download from, or otherwise obtain material through, our Service at your own discretion and risk and you are solely responsible for any damage to your computer or device or loss of data resulting from the download or use of material.
13. Jurisdiction and Applicable Law.
Except to the extent any applicable law provides otherwise, the Agreement and any access to or use of our Service will be governed by the laws of the state of Arizona, U.S.A., excluding its conflict of law provisions. The proper venue for any disputes arising out of or relating to the Agreement and any access to or use of our Service will be the state and federal courts located in Maricopa County, Arizona.
14. Arbitration Agreement
Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under the Agreement shall be finally settled in accordance with the American Arbitration Association ("AAA") Supplementary Procedures for Consumer-Related Disputes. The arbitration shall take place in Phoenix, AZ, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce the Agreement shall be entitled to costs and attorneys’ fees.
15. Limitation of Liability
In no event will Topple, or its suppliers, partners, or licensors, be liable with respect to any subject matter of the Agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed $50 or the fees paid by you to Topple under the Agreement during the twelve (12) month period prior to the cause of action, whichever is greater. Topple shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
You agree to indemnify and hold harmless Topple, its subsidiaries, affiliates, officers, agents, employees, advertisers, Service Providers and other partners from and against any and all losses, liabilities, demands, damages, costs, claims, and expenses, including attorneys’ fees, arising out of or related to your use of our Service, including but not limited to your violation of the Agreement or any agreement with a Service Providers used in connection with the Service.
17. US Economic Sanctions
You expressly represent and warrant that your use of our Service and/or associated services and products is not contrary to applicable U.S. Sanctions. Such use is prohibited, and we reserve the right to terminate accounts or access of those in the event of a breach of this condition.
The Agreement constitutes the entire agreement between Topple and you concerning the subject matter hereof. If any part of the Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of the Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under the Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Topple may assign its rights under the Agreement without condition. The Agreement will be binding upon and will be to the benefit of the parties, their successors and permitted assigns.