Terms of Service

TOPLINE HOLDINGS INC.

TERMS OF SERVICE

IMPORTANT: PLEASE READ THESE TERMS CAREFULLY BEFORE USING OUR SERVICES.

THIS AGREEMENT IS SUBJECT TO ARBITRATION PURSUANT TO THE SOUTH CAROLINA UNIFORM ARBITRATION ACT (S.C. CODE ANN. § 15-48-10 ET SEQ.).

These Terms contain a binding arbitration provision (Section 13) and a class action waiver that affect your legal rights.

TABLE OF CONTENTS

1. Introduction and Acceptance

2. Definitions and User Classification

3. Services Provided

4. Account Security

5. Intellectual Property Rights

6. Confidentiality

7. Client Obligations and Prohibited Uses

8. User Content and Conduct Standards

9. Payment Terms

10. Term, Cancellation, and Auto-Renewal

11. Work Product and Data Upon Termination

12. Liability, Indemnification, and Warranties

13. Dispute Resolution and Arbitration (SCUAA Framework)

14. Payment Disputes and Chargeback Policy

15. Non-Solicitation

16. Data Privacy

17. Third-Party Services

18. Copyright Complaints (DMCA)

19. General Provisions

Exhibit A: Business User Supplemental Terms

Exhibit B: Individual User Supplemental Terms

Exhibit C: State-Specific Appendix

1. Introduction and Acceptance

These terms of service ("Terms") govern the use of the Topline software platform and other services ("Services") provided by Topline Holdings Inc., a Delaware corporation ("Topline," "we," "us," or "our"). Topline may provide Services through its website, mobile application, API, and other software.

1.1 Applicability

These Terms apply to each person who accesses or visits Topline’s Services ("Visitors") and/or subscribes to the Services ("Client") in any manner (collectively, Visitors and Clients are sometimes referred to as a "user" or "you"). By accessing or subscribing to Topline’s Services, you agree to abide by these Terms. Use of the Services is conditioned upon agreement to these Terms; if you do not agree, you must not access or utilize the Services.

If you use the Services on behalf of an entity, you represent and warrant that you have the authority to bind that entity, your acceptance of the Terms will be deemed an acceptance by that entity, and "you" and "your" will refer to that entity.

Subscription to the Services is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law.

1.2 Service Agreement

If you entered into a separate Service Agreement with us related to your receipt of Services, then (1) your Service Agreement is incorporated herein by reference, (2) references to "these Terms" include your Service Agreement, and (3) to the extent of any inconsistency between your Service Agreement and these Terms, your Service Agreement will control.

1.3 Changes to Terms

We may revise and update these Terms from time to time in our sole discretion. We will notify you of material changes at least thirty (30) days in advance by posting them on our website and, for subscribers, by email to the address on file. All changes are effective on the date stated in the notice and apply to all access to and use of the Services thereafter. However, any changes to the dispute resolution provisions under Section 13 will not apply to any disputes for which you have provided written notice to Topline prior to the date the change is posted.

Your continued use of the Services following the effective date of revised Terms constitutes acceptance of the changes. You are expected to check this page periodically so you are aware of any changes, as they are binding on you.

2. Definitions and User Classification

This Section establishes how users are classified for purposes of determining which provisions of these Terms apply. Certain Sections of these Terms contain provisions that apply differently depending on your classification.

2.1 Business User

"Business User" means any entity (including corporations, LLCs, partnerships, and sole proprietorships) or any natural person using the Services primarily for commercial, business, or professional purposes. Business Users are subject to the supplemental terms set forth in Exhibit A.

2.2 Individual User

"Individual User" means any natural person using the Services primarily for personal, family, or household purposes and who is not acting on behalf of a business entity. Individual Users are subject to the supplemental terms and additional protections set forth in Exhibit B.

2.3 Classification

At the time of account registration, you will self-certify whether you are a Business User or Individual User. Topline may also designate your classification based on your selected plan tier. Topline reserves the right to reclassify your account if it reasonably determines that your self-certification is inaccurate, with thirty (30) days’ written notice to you.

2.4 Additional Definitions

The following terms are used throughout these Terms:

• • "Topline OS" or "Topline Platform" means Topline’s proprietary customer relationship management (CRM) software and business operating system, including all associated features, dashboards, and tools.

• • "Topline Index" or "Index Database" means Topline’s online searchable database and professional network directory, including the database of Personal Information and other business information made available to Topline customers through the Topline OS.

• • "Account Manager" means the Topline representative or team assigned to manage your marketing services, campaign strategy, and account optimization.

• • "Topline Credits" means prepaid credits applied toward advertising placement, creative development, optimization, and reporting, managed at the discretion of Topline and your designated Account Manager. Topline Credits are non-refundable service credits and do not constitute a deposit, escrow, trust, gift card, stored value, or funds held on your behalf. Topline Credits represent a prepaid right to receive services, not a financial instrument or monetary balance.

• • "Service Credits or Flex Hours" means all credits, creative hours, and other non-monetary units of service value on your account. All Service Credits or Flex Hours are non-refundable upon cancellation, termination, or downgrade.

• • "Flex" or "Topline Flex" means Topline’s flexible marketing service plan, which may include a shorter Initial Term and variable service components as described in your account dashboard.

• • "Personal Information" means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household, as defined under applicable privacy laws including the California Consumer Privacy Act (Cal. Civ. Code § 1798.140(v)).

• • "Service Agreement" means any separate written agreement between you and Topline governing specific Services, which supplements and may modify these Terms as provided in Section 1.2.

• • "Signal Leads" means leads and prospect data derived from: (a) website visitor identification and de-anonymization technology deployed on your website or landing pages ("Visitor Identification Data"); and/or (b) behavioral intent signals aggregated from web activity, content consumption, search behavior, and other digital interactions across the internet, sourced through Topline’s third-party data partners ("Intent Data"). Signal Leads may include business contact information, firmographic data, and behavioral interest indicators.

3. Services Provided

3.1 Service Offerings

Topline offers the following services, which may vary by subscription plan:

• • Customer relationship management (CRM) software, including contact management, pipeline tracking, and business analytics ("Topline OS").

• • Growth marketing services, which may include social media marketing, email marketing, content marketing, search engine optimization, and paid advertising management.

• • Professional matching and talent acquisition services, including procuring qualified third-party experts, professionals, and other qualified personnel on behalf of clients.

• • An online searchable database and professional index for referrals and business intelligence ("Topline Index").

• • AI-assisted and human-assisted growth coaching, campaign optimization, and strategic consulting.

• • Call answering, phone system, SMS, and email communication services.

• • Ad campaign creation, management, optimization, and reporting across third-party platforms (Google, Meta, Bing, and others).

• • Signal Leads, including website visitor identification and behavioral intent data services (see Section 3.8).

• • Other growth marketing, hiring, and business development services as described on Topline’s website or in your Service Agreement.

3.2 Changes to Services

You acknowledge that the Services are subject to change and modification. Topline will use commercially reasonable efforts to provide at least thirty (30) days’ advance notice before discontinuing any material feature or service. Topline will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts or all of the Services.

3.3 Service Access

To access some of the Services, you may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all information you provide is correct, current, and complete. You agree that all information you provide is governed by our Privacy Policy at company.topline.com/privacy-policy.

3.4 Reliance on Information

The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services.

3.5 No Binding Performance Guarantees

All descriptions of Services, including on our website, marketing materials, and sales communications, are for informational purposes and do not constitute binding performance guarantees unless expressly set forth in a signed Service Agreement.

3.6 Third-Party Platform Disclaimer

Many of the Services involve third-party platforms, including but not limited to Google Ads, Meta/Facebook, Microsoft Advertising, email service providers, and telecommunications carriers. You acknowledge that: (a) ad deliverability, ad approvals, account suspensions, policy enforcement, auction pricing, tracking accuracy, and attribution models are controlled by these third parties and not by Topline; (b) third-party platforms may change their APIs, algorithms, policies, pricing, or attribution methods at any time without notice to Topline; and (c) Topline is not responsible or liable for any loss, suspension, restriction, or change in performance resulting from third-party platform actions, policies, or technical changes. Topline will use commercially reasonable efforts to adapt to material third-party changes but does not guarantee uninterrupted campaign performance.

3.7 No Service Level Agreement

Unless expressly set forth in a signed Service Agreement, Topline does not provide a service level agreement ("SLA") with respect to uptime, response times, or support availability. Support is provided via email and in-platform chat during normal business hours. Topline will use commercially reasonable efforts to respond to support requests promptly, but response times are not guaranteed. Urgent issues involving account security or billing may require identity verification before changes are made.

3.8 Signal Leads

If your subscription plan includes Signal Leads, Topline will provide you with lead and prospect data derived from one or both of the following sources:

• • Visitor Identification: Topline deploys website visitor identification and de-anonymization technology (which may include pixels, scripts, cookies, or similar tracking technologies) on your website or landing pages to identify businesses and, where available, individuals visiting your web properties. Visitor Identification Data is generated from your web traffic and processed through Topline’s and its data partners’ matching and enrichment systems.

• • Behavioral Intent Data: Topline, through its third-party data partners, aggregates behavioral intent signals derived from web activity, content consumption, search behavior, and other digital interactions across the internet to identify prospects demonstrating interest in topics relevant to your business.

Data Ownership and Licensing. You own your raw website traffic data (the fact that a visitor accessed your website). Topline and its data partners own all matching, enrichment, and de-anonymization technology, methodologies, and all derived or enriched data outputs generated thereby, including enriched contact information, firmographic data, and intent scores ("Enriched Outputs"). During the Term, Topline grants you a limited, non-exclusive, non-transferable, revocable license to use Enriched Outputs derived from your website traffic for your internal business purposes only. Behavioral Intent Data sourced from Topline’s third-party data partners constitutes Output Data under Section 7.4 and is separately licensed to you for your internal business use only during the Term.

Access License Termination. Upon termination of Services for any reason, your license to access Enriched Outputs and Intent Data through the Topline platform is immediately revoked. You will have no further right to access, query, or download Signal Leads data from the platform after the effective termination date.

Post-Termination License for Exported Data. Notwithstanding the revocation of access above, you are granted a perpetual, non-exclusive, non-transferable, non-sublicensable license to continue using any Signal Leads data (including Enriched Outputs and Visitor Identification Data) that was exported to your CRM or other systems prior to the effective termination date, solely for your internal business purposes. This surviving license does not permit you to redistribute, resell, sublicense, or make available such data to any third party, or to use such data to build or contribute to a competing database or service.

Accuracy Disclaimer. SIGNAL LEADS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TOPLINE DOES NOT WARRANT THE ACCURACY, COMPLETENESS, TIMELINESS, OR RELIABILITY OF ANY SIGNAL LEADS DATA, INCLUDING VISITOR IDENTIFICATION DATA AND BEHAVIORAL INTENT DATA. De-anonymization technology relies on probabilistic matching and may produce inaccurate, incomplete, or outdated results. Contact information, firmographic data, and intent signals may be incorrect, stale, or misattributed. You acknowledge that Signal Leads are derived in part from third-party data sources over which Topline has no control, and that data accuracy and availability may vary. Topline disclaims all liability for decisions you make or actions you take based on Signal Leads data.

Compliance Obligations. You are solely responsible for ensuring that your use of Signal Leads complies with all applicable privacy and data protection laws, including but not limited to the CCPA/CPRA, GDPR/UK GDPR, CAN-SPAM, TCPA, and any applicable state biometric or consumer protection statutes. Without limiting the foregoing, you agree to: (a) maintain an appropriate privacy policy on any website where Visitor Identification technology is deployed, disclosing the use of tracking technologies and, where required, obtaining consent; (b) honor all opt-out and do-not-contact requests; (c) not use Signal Leads to make decisions subject to the Fair Credit Reporting Act ("FCRA"), including employment, credit, insurance, or housing decisions; and (d) not resell, sublicense, or redistribute Signal Leads data to any third party. Topline and its data partners are not consumer reporting agencies, and Signal Leads do not constitute consumer reports under the FCRA.

Third-Party Data Partners. Signal Leads may be sourced in whole or in part through Topline’s third-party data partners. You acknowledge that: (a) the availability, scope, and accuracy of Signal Leads data may change if Topline’s data partner relationships change; (b) your use of Signal Leads is subject to the data partner’s acceptable use policies, which Topline will make available upon request; and (c) Topline may substitute or add data partners at any time without notice, provided the Signal Leads service continues to be provided in substantially similar form.

4. Account Security

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential and must not disclose it to any other person or entity. Your account is personal to you and you agree not to provide any other person with access to the Services using your credentials. You agree to notify us immediately of any unauthorized access to or use of your credentials or any other breach of security.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.

5. Intellectual Property Rights

5.1 Topline’s Intellectual Property

The Services and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof) are owned by Topline, its licensors, or other providers and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

5.2 Topline Marks

Topline’s name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Topline or its affiliates. You must not use such marks without the prior written permission of Topline.

5.3 Feedback License

You grant to Topline a royalty-free, worldwide, irrevocable, perpetual, non-exclusive license to use and incorporate into our Services any suggestions, enhancement requests, recommendations, or other feedback provided by you relating to the operation or improvement of the Services.

6. Confidentiality

6.1 Definition

"Confidential Information" means all non-public information disclosed by Topline to you, whether in writing, orally, or by observation, including but not limited to: (a) business plans, financial data, marketing strategies, pricing models, and proprietary methodologies; (b) any data, reports, or analytics generated by the Topline platform; and (c) any other information related to Topline’s operations, clients, or Services that is marked as confidential or that a reasonable person would understand to be confidential based on the circumstances of disclosure.

6.2 Exclusions

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of yours; (ii) was rightfully in your possession prior to disclosure by Topline; (iii) is independently developed by you without use of Topline’s Confidential Information; or (iv) is received from a third party without restriction on disclosure.

6.3 Your Obligations

You agree to: (a) maintain Topline’s Confidential Information in strict confidence using at least the same degree of care you use for your own confidential information, but in no event less than reasonable care; (b) use such Confidential Information solely for the purpose of engaging with the Services as intended under these Terms; and (c) not disclose such Confidential Information to any third party without Topline’s prior written consent.

6.4 Permitted Disclosures

You may disclose Topline’s Confidential Information: (a) if required by law, regulation, or valid court order, provided that you give Topline prompt written notice (if legally permitted) to allow Topline to seek a protective order and disclose only the minimum information necessary to comply; (b) to your accountants, auditors, attorneys, or financial advisors who have a professional obligation of confidentiality, solely to the extent necessary for them to provide professional services to you; or (c) to your employees or contractors who have a need to know in connection with your use of the Services, provided they are bound by confidentiality obligations no less protective than those set forth in this Section.

6.5 Topline’s Use of Client Information

Any information you disclose to Topline will be handled in accordance with Topline’s Privacy Policy as referenced in Section 16.

6.6 Duration

Your obligations under this Section shall continue for a period of three (3) years following the termination or expiration of the Services, except that obligations with respect to trade secrets shall continue for so long as such information constitutes a trade secret under applicable law.

6.7 Remedies

A breach of this Section may cause irreparable harm to Topline for which monetary damages alone may not be an adequate remedy. In the event of a breach, Topline may seek injunctive relief as provided in Section 13, in addition to any other remedies available at law or in equity. In the event of a willful and material breach of this Section, Topline may recover liquidated damages of up to Five Thousand Dollars ($5,000) per incident, which the parties agree is a reasonable estimate of the harm that would result from such breach given the difficulty of calculating actual damages.

7. Client Obligations and Prohibited Uses

7.1 General Obligations

In addition to making all required payments, you shall: (a) cooperate with Topline in all matters relating to the Services and, where applicable, provide read-only or integration access to your pre-existing advertising and analytics accounts (e.g., Google Analytics, existing ad accounts) as necessary for Topline to perform the Services; (b) respond promptly to questionnaires and any reasonable request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Topline to perform Services; and (c) provide such materials or information as Topline may reasonably request in a timely manner and ensure that such materials or information are complete and accurate in all material respects. For the avoidance of doubt, access you provide to your pre-existing accounts under this Section does not alter Topline’s ownership of accounts created by Topline under Topline’s credentials as described in Section 11.4. Topline is not responsible or liable for any delay or failure of performance caused in whole or in part by your delay in performing, or failure to perform, any of your obligations under these Terms.

7.2 Prohibited Uses

You may use the Services only for lawful purposes and in accordance with these Terms. Without limiting the foregoing, in connection with your use of the Services, you agree not to:

• • Violate any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

• • Exploit, harm, or attempt to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.

• • Send, knowingly receive, upload, download, use, or re-use any material which does not comply with the Content Standards set out in these Terms.

• • Impersonate or attempt to impersonate Topline, a Topline employee, another user, or any other person or entity.

• • Engage in any conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which may harm Topline or users of the Services or expose them to liability.

• • Modify or make copies of any materials from the Services.

• • Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Services.

• • Use software, devices, scripts, robots, crawlers, browser plugins, or any other means to scrape, access, or interact with the Service in any manner not expressly authorized by Topline.

• • Circumvent any security features, access controls, or usage limitations, such as keyword search caps or profile view limits.

• • Use bots or other automated methods for adding contacts, sending messages, or any form of interaction with Topline services.

• • Monitor the availability, performance, or functionality of Topline’s services for competitive benchmarking or purposes.

• • Engage in practices that simulate Topline’s appearance or functionality, such as framing or mirroring.

• • Use the Service in any manner that could disable, overburden, damage, or impair the Service or interfere with any other party’s use of the Service.

• • Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part.

• • Use any robot, spider, or other automatic device, process, or means to access the Service for any purpose, including monitoring or copying any of the material on the Service.

• • Use any device, software, or routine that interferes with the proper working of the Service.

• • Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.

• • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, the servers on which the Service is stored, or any server, computer, or database connected to the Service.

• • Attack the Service via a denial-of-service attack or a distributed denial-of-service attack.

• • Otherwise attempt to interfere with the proper working of the Service.

• • Purchase, rent, or otherwise acquire contact lists from third parties for use with the Services unless you can document valid consent from each contact.

• • Re-upload or otherwise circumvent suppression lists, opt-out lists, or unsubscribe requests by uploading previously suppressed contacts under new identifiers.

• • Spoof caller ID, falsify sender domains or email headers, or otherwise misrepresent the origin of communications sent through the Services.

• • Send communications through the Services on behalf of third parties without Topline’s prior written authorization.

Usage Monitoring. Topline may monitor usage patterns, sending volumes, complaint rates, and other activity metrics to enforce the acceptable use policies set forth in this Section and to protect the integrity of the Services, Topline’s reputation with third-party platforms, and the experience of other users.

7.3 Authorizations

By using the Services, you represent and warrant that you have obtained all necessary permissions, consents, and authorizations from your contacts to send them communications via text message, phone, or email, and that you will maintain records of such permissions, consents, and authorizations as required by applicable law. Topline is not a party to, and has no involvement or interest in, and makes no representations or warranties as to, and has no responsibility or liability with respect to any communications, transactions, interactions, disputes, or any relations whatsoever between you and any other user, person, or organization.

You Are the Sender. For purposes of the CAN-SPAM Act, TCPA, CASL, and all other applicable communications and marketing laws, you are the initiator, sender, and/or caller of all communications sent through the Services on your behalf, even where Topline provides the sending infrastructure, phone systems, or automation tools. You are solely responsible for all required disclosures, opt-out mechanisms, caller identification, and consents associated with such communications.

7.4 Data Definitions and Restrictions

"Output Data" means the information and other content or materials that are included in the Index Database or otherwise made available to you through the Topline OS or Index. "Index Database" means the database of Personal Information and other business information which we make available, directly or indirectly, to you and to other Topline customers through the Topline Index and OS Platform. "Submitted Data" means all data, information, text, recordings, and other content and materials that are collected, submitted, provided, or otherwise transmitted or stored by you in connection with your use of the Service. Output Data is exclusive of the Submitted Data.

You may not use the Service (including use of the Service to send email, mail, SMS, push notifications, fax, phone, or other communications) in a manner that violates any applicable laws (including, without limitation, any marketing or data privacy and security laws) or industry best practices, or that would cause us to violate applicable law. In particular, you agree not to use the Service in a manner that would violate the U.S. CAN-SPAM Act of 2003, the Canadian Anti-Spam Legislation (CASL), the U.S. TCPA, the Telemarketing Sales Rules, or any similar laws.

Additionally, you may not use the Service to advertise or promote any illegal service or product, including but not limited to tobacco products, firearms, ammunition or other weapons, counterfeit or pirated goods or services, adult content or services, unlicensed gambling, investment schemes, astrology or psychic services, lotteries, credit repair services, payday loan services, or any type of hate speech. You are also prohibited from using the Service to violate any securities or commodities regulations, to defraud, deceive, mislead, discriminate against, harass, libel, or defame any person, group, or entity, or to violate or promote any violation of any person’s or entity’s intellectual property rights.

7.5 Restrictions on Use of Email Services

The following practices are not permitted and will be considered a violation of these Terms:

• • Failing to include appropriate opt-out mechanisms in commercial emails or failing to comply with applicable laws or best practices related to opt-outs or user choice and control principles.

• • Using a fictional identity, pseudonym, or alias to send emails.

• • Sending emails that generate an unacceptable level of bounces, spam, or complaints (as determined in our reasonable discretion).

• • Transmitting material that contains or links to viruses, trojan horses, worms, or any malicious or harmful software program.

• • Using our Service in conjunction with any unsolicited or harassing messages (commercial or otherwise) including but not limited to unsolicited emails, text messages, or phone calls.

7.6 Notice of Violation; Suspension

In the event you are aware of or suspect a violation of these restrictions and policies, please notify us at [email protected]. We will determine compliance with these restrictions at our sole discretion. In the event that we confirm or reasonably suspect that you have failed to comply with these Terms or have otherwise used the Service in an abusive or fraudulent manner or in a manner intended to circumvent our stated policies or rules, we may immediately terminate your access to the Service, and, upon our written demand, you shall cease all use of the Service and the Output Data.

7.7 Required Consumer Consents and Permissions

Responsibility for Use of Output Data. You acknowledge and agree that you are solely responsible and liable for your use of the Output Data and any communications made in connection with your use of the Output Data.

Notice and Consent. You acknowledge that in some countries, U.S. states, or other jurisdictions, you may be required to obtain consent, provide notice, or complete some other action in order to lawfully conduct certain types of marketing activities or processing of Personal Information. You understand that we have not provided any notices nor obtained any rights or consents on your behalf. To the extent that any law or regulation may require that you provide notice, obtain consent, or complete some other action in order to lawfully market to any person or process their Personal Information, you represent and warrant that you shall obtain such notices or consents or otherwise complete such action on your own behalf.

Legal Bases for Processing. In connection with the Services, you may access, receive, or otherwise process Output Data which is subject to various privacy and security laws governing Personal Information such as the UK/EU GDPR. If you do so, you agree that you will only access, use, or otherwise process such Output Data: (a) pursuant to explicit consent from the data subject of the Output Data, sufficient to comply with the consent requirements of applicable laws; or (b) pursuant to any other legal basis for processing under applicable law.

Compliance with Law. You shall comply with all laws applicable to your use of the Service. Notwithstanding anything herein (including any permissions granted by us herein), you are solely responsible for your own understanding of, and compliance with, all applicable laws. We make no representation (and you should not rely on any representation by us) regarding what applicable law might or might not require.

7.8 Nature of Data Exchange and Index Database

Aggregated Data. You acknowledge that the Services contain co-operative elements. Topline may aggregate, de-identify, and anonymize Submitted Data and incorporate such aggregated and de-identified data into Topline’s Index Database for use in providing and improving Services for all customers. Data incorporated into the Index Database will not identify you or your individual contacts, and will not include your Confidential Information (as defined in Section 6), proprietary customer lists, or any data that would permit re-identification of specific individuals within your contact database.

Output Data. In exchange for providing Submitted Data, you receive access to Output Data derived from the Index Database. This exchange may constitute a "sale" of Personal Information under certain state privacy statutes (including the CCPA/CPRA), which may require you to make certain disclosures or provide consumer opt-out rights. We may provide advisory materials regarding these requirements; such materials are not legal advice and do not substitute for legal advice. You should consult counsel regarding your obligations under applicable law.

Opt-Out. You may opt out of having your Submitted Data included in the Index Database by sending written notice to [email protected]. If you opt out, Topline may limit or exclude certain Output Data features that rely on the co-operative data exchange. Opting out does not affect your access to other Services.

All privacy rights, opt-out mechanisms, and data handling practices are described in Topline’s Privacy Policy at company.topline.com/privacy-policy. You are solely responsible for making any disclosures or providing any rights required by applicable privacy laws in connection with your use of the Output Data.

7.9 Prohibited Data Types

You shall not upload, transmit, or store through the Services any data that is subject to heightened regulatory requirements unless Topline has expressly agreed in writing to support such data types. Prohibited data types include but are not limited to: (a) protected health information ("PHI") as defined by the Health Insurance Portability and Accountability Act ("HIPAA"); (b) payment card data subject to the Payment Card Industry Data Security Standard ("PCI DSS"); (c) financial account information subject to the Gramm-Leach-Bliley Act ("GLBA"); (d) Social Security numbers, government-issued identification numbers, or biometric identifiers; or (e) any data classified as "sensitive personal information" under applicable law requiring specific security controls that Topline has not expressly agreed to implement.

Topline does not provide HIPAA-compliant, PCI DSS-compliant, or GLBA-compliant hosting environments. If you upload prohibited data types in violation of this Section, Topline may, in its sole discretion: (a) immediately delete the prohibited data without notice; (b) suspend or terminate your account; and (c) require you to indemnify Topline for any regulatory fines, penalties, or costs resulting from the violation. Topline disclaims all liability arising from your upload of prohibited data types.

7.10 AI and Automation Restrictions

In addition to the prohibited uses set forth in Section 7.2, you agree not to use any artificial intelligence, machine learning, or automated tools in connection with the Services to: (a) generate or send communications that impersonate any real person or entity; (b) create synthetic or AI-generated contact lists, leads, or audience profiles for use with the Services; (c) automate outreach in a manner that violates the TCPA, CAN-SPAM, CASL, or other applicable communications laws; (d) circumvent any rate limits, usage restrictions, or access controls implemented by Topline or any third-party platform; or (e) train any competing AI model or system using data obtained from the Services.

7.11 Data Processing

To the extent that applicable data protection law (including the EU/UK GDPR, the California Consumer Privacy Act, or similar legislation) requires a formal data processing agreement between you and Topline, Topline will make its standard Data Processing Addendum ("DPA") available upon written request to [email protected]. The DPA, when executed, will supplement these Terms and govern the processing of personal data in connection with the Services.

7.12 Security Incident Reporting

You shall notify Topline promptly, and in any event within forty-eight (48) hours, of any suspected or confirmed unauthorized access to your account, any security breach affecting data processed through the Services, or any suspected misuse of your credentials. Notification shall be sent to [email protected]. You shall cooperate with Topline in investigating and remediating any security incident and shall bear all costs of mitigating any breach caused by your failure to secure your account credentials or comply with these Terms.

8. User Content and Conduct Standards

8.1 User Content

The Services include interactive features that allow users to post content or materials, including but not limited to image, photo, and video uploads, comments, and reviews ("User Content"). You retain ownership of your User Content. However, any User Content you post to the Service will be considered non-confidential and non-proprietary. By posting any User Content on the Service, you grant us and our affiliates and service providers, and each of their respective licensees, successors, and assigns, the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties your User Content.

You represent and warrant that: (a) you own or control all rights in and to the User Content and have the right to grant the license granted above; and (b) all of your User Content does and will comply with these Terms. You understand and acknowledge that you are responsible for any User Content you submit, and you, not Topline, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

For the avoidance of doubt, "User Content" does not include your proprietary Customer Data or Submitted Data (as defined in Sections 7.4 and 11.1), which remain subject to their respective ownership, confidentiality, and privacy protections under those Sections.

8.2 Content Standards

All User Content must comply with the Content Standards set out in these Terms. Topline does not accept prohibited content, including but not limited to hate speech, adult content, and illegal content. Without limiting the foregoing, User Content and actions must not:

• • Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.

• • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

• • Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.

• • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations.

• • Be likely to deceive any person.

• • Claim affiliation with or endorsement by Topline without our express consent.

• • Deep-link to Topline Services other than for promoting your profile or a group on our Service, and then only with Topline’s written consent.

• • Promote any illegal activity, or advocate, promote, or assist any unlawful act.

• • Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.

• • Impersonate any person, or misrepresent your identity or affiliation with any person or organization.

• • Involve unauthorized commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter, or advertising.

• • Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

8.3 Moderation and Law Enforcement Cooperation

We have the right, but not the obligation, to: (a) remove or refuse to post any User Content for any or no reason in our sole discretion; (b) take any action with respect to any User Content that we deem necessary or appropriate, including if we believe that such User Content violates these Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users or the public, or could create liability for Topline; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Services; and (e) terminate or suspend your access to all or part of the Services for any or no reason.

WITHOUT LIMITING THE FOREGOING, WE HAVE THE RIGHT TO FULLY COOPERATE WITH ANY LAW ENFORCEMENT AUTHORITIES OR COURT ORDER REQUESTING OR DIRECTING US TO DISCLOSE THE IDENTITY OR OTHER INFORMATION OF ANYONE POSTING ANY MATERIALS ON OR THROUGH THE SERVICES. YOU WAIVE AND HOLD HARMLESS TOPLINE AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we cannot review all material before it is posted on the Services, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party.

8.4 Professional Conduct

You agree to maintain professional conduct in all interactions related to Topline and its Services. If you have concerns about the Services, you are encouraged to direct feedback through our client engagement process at [email protected].

8.5 Reviews and Public Statements

For Individual Users: Nothing in these Terms restricts, limits, or penalizes your right to post honest reviews or feedback about the Services on any platform, including public review sites, social media, or government agencies. This provision is included in compliance with the Consumer Review Fairness Act (15 U.S.C. § 45b) and applicable state consumer protection laws.

For Business Users: See Exhibit A, Section A.5 for the mutual non-disparagement provisions applicable to Business Users.

9. Payment Terms

9.1 Fees

You agree to pay Topline for the Services rendered as specified in your subscription plan. Once you have registered your account (such date, the "Effective Date"), you will be responsible for payment in full of all associated fees. All fees are due in US dollars. Unless otherwise stated, you will pay all fees monthly, in advance. Fees for one-time services will be due in full on the Effective Date. The initial monthly fee is not prorated unless expressly stated in your Service Agreement or account dashboard at the time of enrollment.

9.2 Billing Cycle

For recurring fees, the initial payment will be taken on the Effective Date, and you will be billed for subsequent fees based upon the particular Services you subscribe for. For monthly recurring Services, you will be billed on the same numerical day of each month as the Effective Date. The last billing date each month is the 25th. If your Effective Date is after the 25th, your first payment will be prorated to cover the period from your Effective Date through the 25th of the following month, and all subsequent monthly payments will be billed on the 25th of each month thereafter.

Example: If you sign up on November 17th, you will be billed on the 17th of each month. If you sign up on November 28th, your first payment covers November 28th through December 25th (prorated), and all subsequent monthly payments will be billed on the 25th of each month.

9.3 Phone, SMS, Email, and Ad Credit Pricing

Communication services are billed on a per-usage basis and deducted from your account credit balance. Current rates are posted in your Account dashboard and include the following categories:

• • Outbound Calls: Per-minute rate for calls placed through the Topline platform.

• • Inbound Calls: Per-minute rate for calls received through the Topline platform.

• • Text Messages (SMS): Per-segment rate for text messages sent through the Topline platform.

• • Email: Per-email rate for emails sent through the Topline platform.

• • Live Call Answering: Topline 24×7 live call answering service is billed at $3 per minute (rounded up to the nearest minute per call session).

Rate Changes. Credit usage rates are subject to change upon thirty (30) days’ written notice (email or dashboard notification). Continued use of the Services after the effective date of a rate change constitutes acceptance of the updated rates. Current rates, including per-unit pricing and approximate credit equivalents, are always available in your Account dashboard.

Phone, SMS, and email usage fees are deducted from your account credit balance and aggregated monthly. If your credit balance is insufficient, Topline will charge your payment method on file for the overage amount.

Topline Credits. Topline Credits represent a blended mix of spend between ad creative development, campaign optimization, ad placement, and reporting, managed at the discretion of Topline and your designated Account Manager. Topline Credits may be applied across advertising channels at Topline’s discretion. Unused Topline Credits expire at the end of your current Term and do not roll over to subsequent Terms unless otherwise agreed in writing. All Topline Credits are non-refundable upon cancellation, termination, or downgrade.

Ad Placement and Third-Party Payments. All payments made by you to Topline, including payments for Topline Credits, are payments for Topline’s services and not deposits or funds held in trust for third-party ad placement. Topline may, in its sole discretion, allocate a portion of Topline Credits toward media spend on third-party advertising platforms (Google, Meta, Microsoft, and others) on your behalf. Any refunds, credits, or adjustments issued by a third-party platform in connection with your campaigns will be applied as credits toward future Topline services and will not be returned to you as cash or reduce your payment obligations.

9.4 Payment Method

You acknowledge that you are required to pay the full amount due for the Services each month through the Initial Term and Renewal Terms at no less than the monthly recurring total listed in your account dashboard. Topline shall have the right to charge your credit card or debit from your account through ACH for fees in accordance with these Terms. You warrant the validity of any payment information provided.

9.5 Automatic Payment Updates

Topline uses a credit card updating service that automatically updates credit card numbers when a credit card has expired or been replaced. You acknowledge that Topline may charge any credit card updated in this manner in accordance with these Terms.

9.6 Late Payments

Late payments accrue interest at a rate of one percent (1%) per month, or the highest amount permitted by applicable law, whichever is lower. Failure to pay may result in suspension or termination of Services.

9.7 Taxes

Sales tax and/or VAT tax may be added to certain products or services. Taxes are automatically calculated based on your billing address. You are responsible for any sales, use, or VAT taxes not collected by Topline.

9.8 Changes to Fees

We reserve the right to modify our fees from time to time. If we do so, we will provide at least sixty (60) days’ notice by posting the changes on our website and emailing subscribers. New pricing will take effect beginning with your next Renewal Term following the completion of the notice period. Fee increases for any single Renewal Term shall not exceed seven percent (7%) of the prior Term’s fees, unless the change reflects an increase in third-party costs passed through to you.

YOU UNDERSTAND AND ACKNOWLEDGE THAT ALL FEES MUST BE PAID IN ADVANCE AND THAT YOUR SERVICES MAY BE PAUSED OR TERMINATED IF TIMELY PAYMENT IS NOT RECEIVED.

10. Term, Cancellation, and Auto-Renewal

10.1 Term

Your Services subscription will begin on the Effective Date and will remain in effect until expired or cancelled as provided below. Unless otherwise stated in your Account dashboard or initial agreement, all plans have a minimum twelve (12) month initial term except specified Flex plans, which have a six (6) month initial term (each, an "Initial Term").

10.2 Auto-Renewal

IMPORTANT: YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW UNLESS YOU CANCEL DURING THE CANCELLATION WINDOW DESCRIBED BELOW.

At the expiration of the Initial Term, your subscription will be automatically renewed for successive periods equal in length to the Initial Term (each, a "Renewal Term," and together with the Initial Term, the "Term"). This auto-renewal process will repeat indefinitely unless cancelled as specified below. Only months in which full payment has been received will count as a month of service under the current Term; for the avoidance of doubt, non-payment may result in suspension of Services but does not extend the contractual Term. You hereby authorize automatic monthly billing for the duration of your Term.

10.3 Renewal Notice

We will send you a renewal reminder by email between seventy-five (75) and sixty (60) days before the end of your current Term, or within such other timeframe as required by applicable law, informing you of the upcoming renewal, the applicable fees for the Renewal Term, and how to cancel. For Business Users, this notice will arrive before the Cancellation Window opens, giving you adequate time to make a cancellation decision. This notice will include a direct link or clear instructions for cancellation.

10.4 Cancellation

For Business Users: You may cancel the Services by providing written notice of cancellation via email to [email protected] during the Cancellation Window. The Cancellation Window begins sixty (60) days before the end of the current Term and closes on the thirtieth (30th) day before the end of the current Term. If proper cancellation notice is received during the Cancellation Window, the cancellation will be effective at the end of the current Term. If proper cancellation notice is not received during the Cancellation Window, the Services will auto-renew for another Term, and the next opportunity to cancel without an Early Cancellation Fee will be during the Cancellation Window of the renewed Term. Cancellation outside the Cancellation Window is subject to the Early Cancellation Fee described in Section 10.5.

For Individual Users: You may cancel the Services at any time by providing written notice of cancellation via email to [email protected]. To prevent the Services from automatically renewing for a subsequent Term, Topline must receive your cancellation notice no later than thirty (30) days before the expiration of your current Term. If cancellation notice is received less than thirty (30) days before the end of the current Term, your subscription will renew for one (1) final monthly billing cycle before the cancellation takes effect. Cancellation during the Initial Term is subject to the Early Cancellation Fee described in Section 10.5.

Online Cancellation: If you enrolled in the Services online, you may also cancel online through your Account dashboard. A cancellation request is effective upon submission (meaning Topline has recorded your request), but Services will terminate at the end of the then-current Term or notice period as described in this Section, unless otherwise stated in a signed written agreement. Topline will send a written confirmation of your cancellation request (via email or dashboard notification) within two (2) business days. If you do not receive confirmation within two (2) business days, contact support at [email protected] to verify your cancellation status.

10.5 Early Cancellation

If you wish to cancel the Services before the end of your current Term, you may do so by providing written notification to [email protected] and paying the applicable Early Cancellation Fee.

• • Business Users: The Early Cancellation Fee is equal to one hundred percent (100%) of the remaining unpaid value of your current Term ("Accelerated Fees"). The parties expressly agree that this represents the committed minimum revenue under the subscription, that Topline has structured its operations and resource allocation in reliance on this commitment, and that this fee constitutes an accelerated payment obligation and not a penalty.

• • Individual Users: The Early Cancellation Fee is equal to fifty percent (50%) of the remaining unpaid value of your current Term, or two (2) months of standard subscription fees, whichever is greater. The parties agree this represents a reasonable estimate of Topline’s lost net profits and unrecoverable onboarding costs.

Cancellation Effective Date. Upon receipt of your written cancellation notice, Topline will issue a final invoice for the applicable Early Cancellation Fee. Services will be suspended upon the later of: (a) fifteen (15) days after the invoice date, or (b) the date Topline receives payment of the Early Cancellation Fee. If the Early Cancellation Fee is not paid within thirty (30) days of the invoice date, Topline may pursue collection in accordance with Section 14.6. The Early Cancellation Fee may not be paid with credits on file or any prior payment. Topline may, in its sole discretion, offer a payment plan for the Early Cancellation Fee.

10.6 Cancellation Revocation

You may revoke a cancellation request by written notice to [email protected], in which case your Account will be reinstated upon payment in full of all amounts owed.

10.7 Topline’s Right to Cancel

Without Cause. We may cancel your Services without cause by providing at least thirty (30) days’ written notice to you. If we terminate your Services without cause, we will continue to provide the Services through the end of the thirty (30) day notice period at no additional charge. Topline Credits, Service Credits or Flex Hours, and any other credits on your account are non-refundable even in the event of termination without cause by Topline; however, you may continue to use such credits during the notice period.

For Cause. We may immediately suspend or terminate your Services without notice or refund upon the occurrence of any of the following: (a) your failure to pay any amount when due, if such failure continues for ten (10) days after written notice; (b) your material breach of any provision of these Terms, including but not limited to Sections 5 (IP), 6 (Confidentiality), 8 (Conduct), or 15 (Non-Solicitation); (c) your initiation of a chargeback in violation of Section 14; (d) your violation of any applicable law in connection with the Services; or (e) your bankruptcy, insolvency, or assignment for the benefit of creditors. Termination for cause does not relieve you of any outstanding payment obligations, including Early Cancellation Fees if applicable.

10.8 Pause or Downgrade

During the Initial Term, you may request a pause or a downgrade in your Services; however, it will be in Topline’s sole discretion to determine if a pause or downgrade is appropriate. After the Initial Term, you may pause or downgrade your account with no less than thirty (30) days’ written notice. A downgrade that fully eliminates the recurring portion of certain services (e.g., Flex, Topline Credits, SMS, Phone) shall be deemed a cancellation of such services and will terminate all Topline’s obligations related to that service at the end of the then-current billing cycle.

During a Pause: An approved pause suspends delivery of applicable Services but does not extend the Term. Reduced or paused fees, if any, will be specified in the signed pause agreement. Topline has no obligation to deliver marketing services, campaign management, or Account Manager support during a pause. Your CRM access and Customer Data will remain available during a pause unless your account is delinquent.

10.9 No Refunds; Unused Credits

No refunds will be provided for any amounts already paid to Topline, regardless of the reason for cancellation or termination (including termination by Topline without cause under Section 10.7). Topline Credits, Service Credits or Flex Hours, and all other credits are non-refundable under all circumstances. Upon cancellation by you for any reason, any and all unused service credits or creative hours will be forfeited. If you downgrade to a Topline CRM-only plan or any other recurring services that do not include marketing services, any unused service credits or creative hours remaining in your account at the time of the downgrade will be forfeited. This forfeiture provision does not apply to temporary downgrades accompanied by a signed written agreement.

Exceptions. The foregoing no-refund provision does not apply to: (a) documented billing errors, which Topline will correct and refund within thirty (30) days of confirmation; or (b) refunds required by applicable law that cannot be waived by contract.

10.10 Continued Obligations

Termination or expiration of Services does not relieve you of your obligation to pay all fees that accrued prior to the effective date of termination, including any applicable Early Cancellation Fees. Any amounts remaining unpaid after termination shall be subject to the late payment provisions of Section 9.6 and the collection provisions of Section 14.6.

11. Work Product and Data Upon Termination

11.1 Customer-Uploaded Data

You retain full ownership of all data you upload to the Services, including CRM records, contact lists, and files ("Customer Data"). Upon termination for any reason, you will have a thirty (30) day period to export your Customer Data at no charge using standard, self-service export formats (e.g., CSV, JSON) provided within the platform. "Reasonable assistance" during this period is limited strictly to directing you to standard export documentation and self-service tools. Any requests for custom data extraction, formatting, dedicated engineering support, or assisted migration will be subject to Topline’s standard hourly professional services rates, billed in advance.

11.2 Customer-Created Content

Content you create using the Services (ad copy, marketing emails, creative assets) is presumptively owned by you under applicable copyright law. Upon termination, you will have thirty (30) days to download or export such content. Topline retains no rights in customer-created content after termination, except as necessary for Topline’s internal recordkeeping obligations.

11.3 Platform-Generated Analytics

Reports and analytics specific to your account are available for export during the thirty (30) day post-termination period described above. Topline retains ownership of aggregated, anonymized, or de-identified data and insights derived from all users’ use of the Services.

11.4 Third-Party Platform Accounts and Proprietary Data

You expressly acknowledge and agree that all third-party platform accounts created by Topline under Topline’s credentials in connection with the Services — including but not limited to Google Ads accounts, Google Analytics properties, Meta/Facebook Ads Manager accounts, Microsoft Advertising accounts, and any other advertising or analytics platform accounts — shall remain the sole and exclusive property of Topline upon termination. All campaign data, optimization history, audience data, pixel data, conversion tracking configurations, creative assets developed by Topline, ad performance data, and related analytics within such Topline-created accounts are Topline’s Confidential Information and proprietary work product. Transfer of, or continued access to, these accounts and their associated data is not permitted upon termination, except as provided below.

Client Pre-Existing Accounts. For the avoidance of doubt, third-party platform accounts that you owned and controlled prior to engaging Topline, and to which you provided Topline read-only or integration access under Section 7.1, remain your property. Topline’s management or optimization of your pre-existing accounts does not transfer ownership of those accounts to Topline. Upon termination, Topline will revoke its access to your pre-existing accounts within fifteen (15) business days.

Performance Reporting During the Term. During the Term, you may request and receive performance reports and analytics summaries for campaigns managed by Topline on your behalf. Such reports will be made available through your account dashboard or upon reasonable written request. Performance reports provided to you during the Term are for your internal business use only and do not convey ownership of the underlying accounts, campaign architectures, or optimization data.

Negotiated Release Option. Notwithstanding the foregoing, Topline may, in its sole discretion, entertain requests for the release and transfer of specific third-party platform accounts and associated historical data. Any such release is contingent upon: (a) Topline’s written approval; (b) the execution of a separate Data Transfer and Release Agreement; and (c) the payment of a negotiated Buyout Fee commensurate with the scope and complexity of the transfer. Topline will determine the Buyout Fee on a case-by-case basis; however, under no circumstances shall the negotiated Buyout Fee exceed an amount equal to twelve (12) months of your current standard recurring subscription fees. Even if a transfer is approved, Topline retains the right to keep copies of all historical optimization data, campaign configurations, audience segments, and performance analytics for Topline’s internal use. Topline reserves the right to deny any transfer request for any or no reason.

11.5 Topline-Developed Work Product

All work product developed by Topline in connection with the recurring Services, including but not limited to marketing strategies, campaign architectures, audience targeting configurations, SEO strategies, content calendars, and optimization methodologies, is and shall remain Topline’s exclusive intellectual property. Upon termination, your license to use such ongoing work product is immediately revoked. No implied license, right, or interest in Topline’s work product, methodologies, or intellectual property is created by your use of the Services or your payment of fees. Topline reserves the right to reuse, adapt, or repurpose such work product for other clients or internal purposes.

Exception for Paid Deliverables. Notwithstanding the foregoing, if you paid a distinct, one-time fee for a specific, discrete deliverable (such as a custom logo, specific graphic design, or dedicated website build) and all associated fees have been paid in full, Topline grants you a perpetual, non-exclusive, royalty-free license to continue using that specific discrete deliverable after termination. This exception does not apply to any underlying platform code, proprietary methodologies, templates, or ongoing campaign architectures.

11.6 Account Archive

At your election, we will preserve an archive of your Account records and data for an annual fee. The archive includes your Customer Data, Customer-Created Content, and Platform-Generated Analytics as they existed at the time of termination. Archive retention continues for so long as the annual fee is paid. If the archive fee is not renewed, Topline will provide thirty (30) days’ written notice before deleting archived data. If you do not elect to archive, we are under no obligation to maintain any user records after the thirty (30) day export period unless otherwise required by applicable law.

11.7 Termination for Non-Payment

If your Services are terminated for non-payment, Topline will immediately suspend your access to all Services, Topline-Developed Work Product, Platform-Generated Analytics, and third-party platform accounts. However, you will be provided a limited fifteen (15) day window strictly to access and export your raw Customer-Uploaded Data (as defined in Section 11.1) using standard self-service export tools. Topline reserves the right to withhold any optional data migration assistance, analytics, deliverables, and third-party account access until all outstanding amounts are paid in full. After the expiration of the fifteen (15) day window, Topline may delete your Customer Data in its sole discretion. Notwithstanding the foregoing, Topline may retain copies of account data as reasonably necessary for legal, tax, regulatory, dispute resolution, fraud prevention, and internal record-keeping purposes, in accordance with Topline’s data retention policies and applicable law.

12. Liability, Indemnification, and Warranties

12.1 Limitation of Liability

IN NO EVENT SHALL TOPLINE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES, EVEN IF TOPLINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Liability Cap. For Business Users, Topline’s total aggregate liability to you for all claims arising out of or related to these Terms or the Services shall not exceed the total fees paid by you to Topline during the twelve (12) month period immediately preceding the event giving rise to the claim. For Individual Users, Topline’s liability is similarly capped to the maximum extent permitted by applicable law; however, nothing in this Section limits or excludes Topline’s liability for fraud, gross negligence, intentional misconduct, or any other liability that cannot be legally capped under the consumer protection laws of your state of residence.

12.2 Exceptions to Liability Cap

The limitations in Section 12.1 shall not apply to claims arising from Topline’s intentional fraud or willful misconduct. Furthermore, for Business Users only, the limitation in Section 12.1 shall not apply to: (a) Topline’s obligations under its data breach notification responsibilities; or (b) Topline’s indemnification obligations for intellectual property infringement claims brought by third parties. For claims in categories (a) and (b) brought by Business Users, Topline’s aggregate liability shall not exceed two times (2x) the total fees paid by the Business User during the twelve (12) months preceding the claim. Nothing in this Section restricts an Individual User’s right to seek statutory damages for data breaches where mandated by applicable state privacy laws (such as the California Consumer Privacy Act).

12.3 Indemnification

For Business Users: You agree to indemnify, defend, and hold harmless Topline, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney’s fees) arising out of or related to: (a) your use or misuse of the Services; (b) your violation of these Terms or any applicable law; (c) your violation of any third-party right; or (d) any payment disputes or chargebacks initiated in violation of Section 14.

For Individual Users: You agree to indemnify and hold harmless Topline only against third-party claims, liabilities, and expenses (including reasonable attorney’s fees) arising directly from your User Content infringing upon a third party’s intellectual property rights or violating applicable law.

12.4 Third-Party Claims

Topline reserves the right to assume control of the defense and settlement of any third-party claim subject to indemnification under this Section, at your expense. You shall not settle any such claim without Topline’s prior written consent.

12.5 Regulatory Fines

Topline shall not be liable for any fines, penalties, or costs imposed by regulatory authorities due to your failure to comply with applicable laws, including but not limited to marketing, privacy, or data security regulations. You agree to indemnify Topline for any such fines or costs resulting from your actions.

12.6 Warranty Disclaimer

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TOPLINE MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TOPLINE DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

13. Dispute Resolution and Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH TOPLINE AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. THIS SECTION INCLUDES A CLASS ACTION WAIVER.

13.1 Governing Law

These Terms and all disputes arising out of or relating to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of South Carolina, without regard to its conflict of laws principles. The arbitration provisions of this Section 13 are governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) ("FAA") to the extent they involve interstate commerce, and the South Carolina Uniform Arbitration Act ("SCUAA") shall govern arbitration procedures. In the event of any conflict between the FAA and the SCUAA regarding the enforceability of the agreement to arbitrate, the FAA shall control.

13.2 Informal Resolution

Before initiating any formal dispute resolution proceeding, you must first attempt to resolve any dispute informally by sending a written description of the dispute, including all relevant documents and your proposed resolution, to Topline at [email protected]. Topline will have fifteen (15) business days to respond. If the dispute is not resolved within thirty (30) days of Topline’s receipt of your notice, either party may proceed to arbitration. Failure to comply with this informal resolution requirement prior to initiating arbitration shall result in dismissal of the arbitration demand without prejudice, with the demanding party bearing all costs incurred to that point.

13.3 Binding Arbitration Under the SCUAA

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services ("Dispute"), that is not resolved through the informal resolution process described in Section 13.2, shall be resolved exclusively by binding arbitration as follows: (a) for Disputes with an amount in controversy of Twenty-Five Thousand Dollars ($25,000) or less, through FairClaims online arbitration as described in Section 13.9; and (b) for Disputes with an amount in controversy exceeding Twenty-Five Thousand Dollars ($25,000), in accordance with the South Carolina Uniform Arbitration Act, S.C. Code §§ 15-48-10 through 15-48-240, as then in effect ("SCUAA"). SCUAA arbitration proceedings shall be conducted in Charleston County, South Carolina, except as otherwise provided in Exhibit B for Individual Users. No Dispute shall be filed in any court except as expressly provided in Section 13.10 (Injunctive Relief) or to confirm or enforce an arbitration award.

13.4 Arbitrator Selection and Panel Composition

Single Arbitrator. For Disputes with an amount in controversy of Seventy-Five Thousand Dollars ($75,000) or less, the arbitration shall be conducted by a single neutral arbitrator. Each party shall propose two (2) qualified arbitrator candidates within fifteen (15) days of the arbitration demand, and the parties shall mutually agree on one arbitrator from the proposed candidates. If the parties cannot agree within thirty (30) days, either party may petition the Charleston County Court of Common Pleas to appoint an arbitrator as provided by the SCUAA.

Three-Arbitrator Panel. For Disputes with an amount in controversy exceeding Seventy-Five Thousand Dollars ($75,000), the arbitration shall be conducted by a panel of three (3) arbitrators selected as provided in the SCUAA. Each party shall select one arbitrator within thirty (30) days of the arbitration demand. If either party fails to select an arbitrator within this period, the other party shall select an arbitrator for the non-selecting party, and the two selected arbitrators shall jointly appoint a third neutral arbitrator to serve as chair.

13.5 Arbitration Procedures

The arbitrator(s) shall render a decision within one hundred twenty (120) days after the last arbitrator has been selected. Unless otherwise ordered by the arbitrator(s), each party shall pay an equal portion of all arbitrator expenses and fees, together with other expenses of arbitration, except as modified for Individual Users in Section 13.15. The arbitrator(s) shall have all such powers, save that of contempt, as are possessed by a sitting South Carolina State Circuit Court Judge, including the power to order equitable and legal relief. The arbitrator(s) shall have the power to sanction either party for such action or inaction as is thought by the arbitrator(s) to be appropriate.

13.5.1 Discovery Limitations

Discovery shall be limited to the exchange of documents directly relevant to the Dispute. Each party may serve no more than ten (10) document requests and ten (10) interrogatories, unless the arbitrator(s) determine in their reasonable discretion that additional discovery is warranted by the complexity or amount in controversy. Depositions shall not be permitted except by order of the arbitrator(s) upon a showing of good cause. No pre-hearing dispositive motions shall be allowed unless approved by the arbitrator(s). The arbitration hearing shall be scheduled within sixty (60) days of the arbitrator’s appointment.

13.5.2 Default Provisions

If you fail to respond to an arbitration demand within twenty-one (21) days, or fail to comply with any procedural requirement of the arbitration (including payment of required fees or submission of required documents) within the time specified by the arbitrator(s), the arbitrator(s) may, upon motion by Topline and after providing you with five (5) days’ written notice and opportunity to cure, issue a default award in Topline’s favor for the relief sought. Judgment on such award may be entered in any court having jurisdiction.

13.5.3 Prevailing Party Fees

In any arbitration under this Section, the prevailing party shall be entitled to recover its reasonable attorney’s fees, costs, and expenses from the non-prevailing party. For purposes of this provision, "prevailing party" means the party that obtains a judgment or award substantially in its favor on the merits, or the party that achieves a result more favorable than the other party’s last written settlement offer. This provision shall not apply to Individual Users whose Dispute involves an amount in controversy of Five Thousand Dollars ($5,000) or less.

13.5.4 Frivolous Claims

If the arbitrator(s) determine that a claim or defense was frivolous or brought in bad faith, the arbitrator(s) shall award the other party its reasonable attorney’s fees and costs regardless of the amount in controversy.

13.6 Broad Construction

It is the intention of the parties that this agreement to arbitrate be construed as broadly as possible. This Section applies not only to those issues which are or might be foreseeable as a result of the relationship of the parties arising out of these Terms and the Services, but also those matters which might later be claimed to be unforeseeable.

13.7 Delegation Clause

The parties agree that any question concerning the validity, enforceability, scope, or applicability of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable, shall be decided exclusively by the arbitrator(s), and not by a court. This delegation clause is intended to be severable from the remainder of this arbitration agreement.

13.8 Class Action and Collective Relief Waiver

YOU AND TOPLINE EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU AND TOPLINE EACH WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND TOPLINE EACH WAIVE ANY RIGHT TO A JURY TRIAL.

13.9 FairClaims Arbitration for Disputes Under $25,000

Notwithstanding the SCUAA arbitration provisions in Sections 13.3 through 13.5, any Dispute with an amount in controversy of Twenty-Five Thousand Dollars ($25,000) or less shall be resolved exclusively through binding online arbitration administered by FairClaims (www.fairclaims.com) under FairClaims’ then-current Small Claims Rules & Procedures. The FairClaims arbitration shall be conducted entirely online (or by phone/video at the arbitrator’s discretion). The substantive law of South Carolina shall apply to all FairClaims proceedings under this Section.

Filing Fees. For Disputes with an amount in controversy of Five Thousand Dollars ($5,000) or less, Topline shall pay the FairClaims filing fees for both parties. For Disputes with an amount in controversy between $5,001 and $25,000, each party shall pay its own FairClaims filing fee. Filing fees are set by FairClaims and are subject to change; current fee schedules are available at www.fairclaims.com.

Procedure and Finality. The FairClaims arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The prevailing party fee provisions of Section 13.5.3 and the frivolous claims provisions of Section 13.5.4 apply to FairClaims proceedings. The class action waiver (Section 13.8), confidentiality provisions (Section 13.13), and limitations period (Section 13.12) apply in full.

Escalation. If the amount in controversy in a FairClaims proceeding is determined by the arbitrator to exceed $25,000 (including any counterclaim), the proceeding shall be dismissed without prejudice and either party may re-file under the SCUAA arbitration provisions of Section 13.3.

13.10 Injunctive Relief Carve-Out

Business Users. For Business Users, Topline exclusively reserves the right to seek temporary or preliminary injunctive relief in any court of competent jurisdiction, including the courts of Charleston County, South Carolina, to prevent irreparable harm pending the appointment of an arbitrator. Business Users agree that all claims for damages, refunds, or other monetary relief must be pursued exclusively through arbitration and may not be brought in any court. Topline may seek injunctive relief for: (a) misappropriation of trade secrets or Confidential Information; (b) infringement of intellectual property rights; (c) unauthorized access to or misuse of the Services, Topline’s systems, or Topline’s third-party platform accounts; (d) violations of non-solicitation or non-disparagement provisions; (e) breaches of the class action waiver; or (f) any conduct that threatens irreparable harm to Topline’s business, reputation, or customer relationships.

Individual Users. For Individual Users, either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to prevent irreparable harm pending the appointment of an arbitrator. Without limiting the foregoing, Topline reserves the right to seek injunctive relief for any of the grounds described above for Business Users. Individual Users may seek injunctive relief only for claims of irreparable harm that cannot be adequately remedied through the arbitration process or through the thirty (30) day data export provisions of Sections 11.1 through 11.3.

General Provisions. You agree that Topline shall not be required to post a bond or other security, to the extent permitted by applicable law, in connection with any injunctive relief sought under this Section. Any court proceeding under this Section shall be limited to the request for injunctive relief and shall not address the merits of the underlying Dispute, which shall be resolved through arbitration. For the avoidance of doubt, upon any termination or suspension of Services, Topline will make Customer Data available for export or download for thirty (30) days in accordance with Sections 11.1 through 11.3, which the parties acknowledge is intended to mitigate claims of irreparable harm arising from loss of access to data.

13.11 Opt-Out Right (Individual Users Only)

If you are an Individual User, you may opt out of this arbitration agreement by sending written notice to [email protected] within thirty (30) days of first accepting these Terms. Your opt-out notice must include your full name, account information, and a clear statement that you wish to opt out. If you opt out, you and Topline agree to resolve Disputes exclusively in the state or federal courts located in Charleston County, South Carolina, or the competent court of general jurisdiction in your county of residence, and you consent to personal jurisdiction in such courts. Opting out will not affect any other provision of these Terms.

13.12 Limitations Period

To the extent permitted by applicable law, any Dispute must be commenced within one (1) year after the date the party asserting the claim first knew or reasonably should have known of the act, omission, or default giving rise to the Dispute. Failure to commence a Dispute within this period constitutes a bar to any claim. This limitations period shall not apply to any claim where a shorter contractual limitations period is prohibited by applicable non-waivable statute.

13.13 Confidentiality of Proceedings

The parties agree to keep confidential the existence, content, and result of any arbitration proceeding, except: (a) as required by law, regulation, or valid court order; (b) as necessary to confirm, vacate, or enforce an arbitration award; (c) as necessary for reports or complaints to government agencies, regulators, or law enforcement; or (d) in connection with a party’s tax or financial reporting obligations. Nothing in this Section restricts either party’s right to file complaints with or provide information to any government agency or regulator.

13.14 Finality

The arbitrator(s)’ decision shall be final and binding, with no right to appeal except on the grounds provided by the SCUAA and the Federal Arbitration Act. Judgment on the award may be entered in any court having jurisdiction.

13.15 Costs for Individual Users

For Individual Users with Disputes under $5,000, Topline shall pay all FairClaims filing fees for both parties as described in Section 13.9. For Individual Users with Disputes between $5,001 and $25,000, each party pays its own FairClaims filing fee. For Individual Users with Disputes exceeding $25,000 subject to SCUAA arbitration, Topline shall bear all arbitration costs (arbitrator fees and administrative expenses) beyond any initial filing fee up to Two Hundred Fifty Dollars ($250). In no event will an Individual User be required to pay arbitration costs that exceed the costs the Individual User would have incurred in bringing the claim in court.

13.16 Severability

If any portion of this Section 13 is found to be unenforceable, the remainder shall continue in full force and effect. If the Class Action Waiver in Section 13.8 is found to be unenforceable with respect to a particular claim, that claim (and only that claim) shall be severed from arbitration and may proceed in court, while all other claims shall remain subject to arbitration.

13.17 Mass Arbitration Batching

If twenty-five (25) or more claimants submit arbitration demands against Topline raising substantially similar claims, represented by the same or coordinated counsel, these shall be deemed a "Mass Arbitration." In the event of a Mass Arbitration: (a) the parties and their counsel shall meet and confer in good faith within thirty (30) days to agree on a batching procedure; (b) if the parties cannot agree, they shall petition the court with jurisdiction under the SCUAA to appoint a single arbitrator to establish a bellwether process in which no more than ten (10) claims are selected for initial arbitration (five chosen by claimants’ counsel and five by Topline); (c) all other claims shall be stayed pending resolution of the bellwether proceedings; and (d) the results of the bellwether arbitrations shall inform, but not bind, resolution of the remaining claims. Filing fees for stayed claims shall not be assessed until those claims proceed to active arbitration. This Section does not waive the class action waiver in Section 13.8.

14. Payment Disputes and Chargeback Policy

14.1 Mandatory Pre-Dispute Contact

Before initiating any chargeback, payment reversal, or similar action with your bank, credit card issuer, or payment provider, you must first contact Topline directly at [email protected] and provide Topline with fifteen (15) business days to investigate and resolve the dispute. You agree to provide all relevant information and documentation to support your dispute.

14.2 Good Faith Dispute Resolution

Topline will investigate each billing dispute in good faith and respond in writing within fifteen (15) business days. If Topline determines that a billing error has occurred, Topline will issue an appropriate credit or refund. If Topline determines that no error has occurred, Topline will provide a written explanation. Good-faith billing disputes submitted through the pre-dispute contact process described in Section 14.1 will not result in any fees, penalties, or adverse account actions.

14.3 Chargebacks Initiated Without Pre-Dispute Contact

If you initiate a chargeback, payment reversal, or similar action without first completing the pre-dispute contact process described in Section 14.1, you agree to:

1. (a) Reimburse Topline for all documented costs and fees incurred as a result, including merchant processing fees, chargeback fees imposed by payment processors, and reasonable administrative costs;

2. (b) Pay an administrative processing fee of Three Hundred Dollars ($300) per incident, which the parties agree is a reasonable estimate of Topline’s internal costs in responding to and administering chargeback disputes, including staff time, documentation, and processor communications; and

3. (c) Acknowledge that Topline may suspend your account pending resolution of the chargeback.

14.4 Reservation of Statutory Rights

Nothing in this Section is intended to waive or limit any rights you may have under the Fair Credit Billing Act (15 U.S.C. §§ 1666–1666j), the Electronic Fund Transfer Act (15 U.S.C. §§ 1693 et seq.), or any applicable state consumer protection statute. This Section establishes a contractual pre-dispute resolution process and does not prohibit the exercise of statutory dispute rights.

14.5 Offset Rights

Topline may offset any amounts owed to you (e.g., credits, refunds) against any outstanding payments, fees, or costs due under these Terms.

14.6 Collection

Topline shall be entitled to recover all reasonable costs and expenses incurred in collecting any overdue amounts, including collection agency fees, reasonable administrative costs, and prejudgment interest at the rate specified in Section 9.6, accruing from the date payment was due until fully paid.

15. Non-Solicitation

During the Term and for a period of two (2) years after the termination of Services, you agree not to directly solicit for employment any Topline employee or contractor with whom you had material contact during the course of receiving Services. You acknowledge that Topline invests significant time and resources in the training and development of its personnel. This restriction does not apply to general job postings or advertisements not specifically targeted at Topline personnel. To the extent this restriction is prohibited under the applicable law of a particular jurisdiction, it shall be deemed not to apply.

If you hire a Topline employee or contractor in violation of this Section within the restricted period, you agree to pay Topline a recruitment fee equal to forty percent (40%) of the hired individual’s first-year annual compensation (not to exceed $150,000 per individual), which the parties agree is a reasonable estimate of Topline’s recruitment, training, and replacement costs.

Blue-Pencil / Reformation. If any court or arbitrator of competent jurisdiction determines that the duration, scope, or amount of the restrictions in this Section 15 exceeds what is enforceable under applicable law, the parties agree that such court or arbitrator shall reform the provision to the maximum duration, scope, or amount permitted, and the provision as reformed shall be enforced. The parties intend that the restrictions in this Section be enforced to the fullest extent permitted by law in each applicable jurisdiction.

16. Data Privacy

All information we collect on the Services is subject to our Privacy Policy available at company.topline.com/privacy-policy. By using the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

You acknowledge that we may record phone calls for quality control and training purposes where permitted by applicable law, and consent to such recording. You are responsible for providing any required notice to, or obtaining any required consent from, third parties (including your own contacts and customers) before initiating or participating in recorded calls through the Services, in accordance with applicable federal and state wiretapping and recording laws, including but not limited to two-party consent jurisdictions.

17. Third-Party Services

Topline provides advertising services as a Google Third Party Partner. For more information, see Google’s "Working with a Third-Party" disclaimer at http://www.google.com/adwords/thirdpartypartners/.

Topline provides advertising services as a Microsoft Advertising Partner. If you use our services to market on Bing, you agree to be bound by the Microsoft Advertising Agreement at https://advertise.bingads.microsoft.com/en-us/resources/policies/microsoft-bing-ads-agreement.

Your use of these services in connection with Facebook/Meta ads is subject to Facebook’s Advertising Guidelines at https://www.facebook.com/policies/ads, as updated by Facebook from time to time.

Referrals. Topline may provide incentives to third parties to introduce potential Clients to Topline. From time to time, Topline may receive referral fees, incentives, revenue shares, or rebates ("Incentives") from third-party advertisement providers, payment processors, and/or other third parties based on hitting revenue or advertising spend thresholds or referring potential customers to the third-party provider. You acknowledge that you are not entitled to any Incentive or share of any Incentive received by Topline.

18. Copyright Complaints (DMCA)

18.1 Reporting Claims of Infringement

We take claims of copyright infringement seriously. If you believe any materials accessible on or from the Service infringe your copyright, you may request removal by submitting written notification to our copyright agent designated below. In accordance with the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice must include: (a) your physical or electronic signature; (b) identification of the copyrighted work you believe to have been infringed; (c) identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material; (d) your contact information (name, postal address, telephone number, and email); (e) a statement that you have a good faith belief that use of the copyrighted material is not authorized; (f) a statement that the information in the notice is accurate; and (g) a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated copyright agent to receive DMCA notices is:

Alex Skatell

Topline Holdings Inc.

997 Morrison Dr, Charleston SC 29403

843-202-4725

[email protected]

18.2 Counter Notification Procedures

If you believe that material you posted on the Services was removed or access to it was disabled by mistake or misidentification, you may file a counter notification ("Counter Notice") by submitting written notification to our copyright agent designated above. The Counter Notice must include: (a) your physical or electronic signature; (b) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before removal; (c) your contact information; (d) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification; and (e) a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located and that you will accept service from the person who provided the original DMCA notice.

The DMCA allows us to restore removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter Notice. Please be aware that if you knowingly materially misrepresent that material was removed by mistake, you may be held liable for damages under Section 512(f) of the DMCA.

It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

19. General Provisions

19.1 Relationship of the Parties

The parties to these Terms are independent contractors. No agency, partnership, joint venture, or employee/employer relationship is intended or created by these Terms.

19.2 Subcontracting

Topline may, without your consent, subcontract to any party the performance of all or any of Topline’s obligations under these Terms, provided that Topline remains primarily liable for the performance of those obligations.

19.3 Force Majeure

Topline shall not be liable for any failure or delay in performing its obligations under these Terms if such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, pandemics, or strikes.

19.4 Notices

All notices required or permitted under these Terms shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by email to the recipient’s address on file, provided the sending party does not receive an automated non-delivery or bounce notification within twenty-four (24) hours ("Confirmed Email"); or (c) sent by nationally recognized overnight courier, addressed to the parties at the addresses on file. Notices to Topline should be sent to [email protected] with a copy to 997 Morrison Dr, Charleston SC 29403.

19.5 Entire Agreement and Order of Precedence

These Terms, together with our Privacy Policy, any Service Agreement, and all exhibits, schedules, and documents referenced herein, constitute the entire understanding between the parties and supersede all prior negotiations, understandings, and agreements. These Terms shall not be modified or amended except in a written document signed by both parties or by Topline’s posting of revised Terms in accordance with Section 1.3.

Order of Precedence. In the event of any conflict or inconsistency among the documents comprising the agreement between you and Topline, the following order of precedence shall apply (highest priority first): (1) your signed Service Agreement (if any); (2) order form or plan details displayed in your Account dashboard at the time of enrollment; (3) the main body of these Terms; (4) the Exhibits to these Terms; (5) the Privacy Policy. The more specific document shall control over the more general document to the extent of any conflict.

19.6 Assignment

You may not assign these Terms without Topline’s prior written consent. Topline may assign these Terms to any successor in interest through merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee agrees to be bound by these Terms. These Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

19.7 Survival

The provisions of these Terms that by their nature should survive termination shall survive, including but not limited to Sections 5 (Intellectual Property), 6 (Confidentiality), 7 (Client Obligations), 11 (Work Product), 12 (Liability), 13 (Dispute Resolution), 14 (Payment Disputes), 15 (Non-Solicitation), and this Section 19.

19.8 Waiver

The failure of either party to enforce any provision of these Terms shall not be deemed a waiver of such provision or of the right to enforce such provision. No waiver shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced.

19.9 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.

19.10 Waiver of Jury Trial

EACH OF THE PARTIES WAIVES, TO THE FULL EXTENT PERMITTED BY LAW, THE RIGHT TO A JURY TRIAL IN ANY LITIGATION CONCERNING THESE TERMS OR ANY DEFENSE, CLAIM, COUNTERCLAIM, OR SIMILAR CLAIM OF ANY NATURE.

19.11 Headings

The headings in these Terms are for convenience only and shall not affect the interpretation of these Terms.

19.12 Electronic Acceptance

You agree that your electronic acceptance of these Terms (including by clicking "I Agree," creating an account, or using the Services) constitutes a legally binding agreement to the same extent as a handwritten signature.

EXHIBIT A

Business User Supplemental Terms

The following supplemental terms apply exclusively to Business Users as defined in Section 2.1 and are in addition to, and not in lieu of, all other provisions of these Terms.

A.1 Arbitration Venue and Costs

All arbitration proceedings involving Business Users shall be conducted in Charleston County, South Carolina. Business Users shall bear arbitration costs as provided in Section 13.5 (equal split of arbitrator fees). Attorneys’ fees for Business Users are governed by the prevailing party provision in Section A.2 below and Section 13.5.3 of the main Terms.

A.2 Prevailing Party Fees

In any arbitration or legal proceeding between Topline and a Business User, the prevailing party shall be entitled to recover its reasonable attorney’s fees, court costs, and expenses from the non-prevailing party. For purposes of this provision, "prevailing party" means the party that achieves a substantially better outcome than the other party’s last settlement offer, or the party that obtains a judgment or award in its favor if no settlement offer was made.

A.3 Limitation of Liability

For Business Users, Topline’s total aggregate liability for all claims shall not exceed the total fees paid by the Business User during the twelve (12) months preceding the event giving rise to the claim. Business Users waive any claim for consequential, incidental, or punitive damages except in cases of intentional fraud or willful misconduct.

A.4 Early Cancellation

The Early Cancellation Fee for Business Users is equal to one hundred percent (100%) of the remaining unpaid value of the current Term. The parties expressly agree that this represents the committed minimum revenue under the subscription, that Topline has structured its business operations and resource allocation in reliance on this commitment, and that this fee constitutes an accelerated payment obligation and not a penalty. Business Users acknowledge that they have negotiated and accepted this provision as a material term of the subscription.

A.5 Mutual Non-Disparagement

Topline and Business User each agree not to make any public statement that constitutes a knowingly false statement of material fact regarding the other party’s business, products, services, or personnel, or that is intended to damage the other party’s business reputation or goodwill. This prohibition extends to statements made directly or through agents, employees, contractors, or any third party acting at a party’s direction. This provision does not restrict:

1. (d) Truthful statements made in connection with legal proceedings, government investigations, or regulatory inquiries;

2. (e) Confidential internal communications within either party’s organization;

3. (f) Truthful statements required by law or regulation; or

4. (g) Good faith reports to governmental or regulatory agencies.

Either party that believes the other has breached this provision must provide written notice specifying the allegedly disparaging statement(s) and requesting cure. The breaching party shall have fifteen (15) days to remove, retract, or correct the statement(s). In the event of a willful and material breach that is not cured within the notice period, the non-breaching party may recover liquidated damages of Three Thousand Five Hundred Dollars ($3,500) per incident, which the parties agree is a reasonable pre-estimate of the costs the non-breaching party would incur in responding to and mitigating the effects of such breach, including but not limited to reputation monitoring services, public relations response, customer relationship management, and internal administrative resources. The parties acknowledge that actual damages from reputational harm are inherently difficult to quantify and that this amount is reasonable in light of anticipated harm.

Content Removal and Takedown. In the event of a breach of this Section, the breaching party hereby authorizes and consents to the non-breaching party submitting takedown requests or removal requests to any platform, website, or service hosting the disparaging content. The breaching party agrees to cooperate with any such removal efforts and shall not re-post or republish removed content.

Injunctive Relief. The parties acknowledge that a breach of this Section would cause irreparable harm not adequately compensable by monetary damages alone. Accordingly, in addition to liquidated damages, the non-breaching party shall be entitled to seek injunctive relief as provided in Section 13.10 without the necessity of proving actual damages or posting a bond.

A.6 Loyalty Pricing Program

Topline may offer Business Users a discount of up to thirty percent (30%) for using Topline as their exclusive CRM and marketing services provider during the Term ("Loyalty Pricing"). If a Business User receiving Loyalty Pricing begins using a competing CRM platform for the same business operations during the Term, the discount will revert to standard pricing effective as of the next billing cycle. This reversion is not a penalty but reflects the removal of the consideration supporting the discounted pricing. Topline will provide fifteen (15) days’ written notice before reverting pricing.

A.7 Compliance

Business Users are solely responsible for compliance with all laws applicable to their use of the Services, including without limitation marketing, privacy, data security, and employment laws. Topline makes no representation regarding what applicable law might or might not require with respect to your business activities.

EXHIBIT B

Individual User Supplemental Terms

The following supplemental terms apply exclusively to Individual Users as defined in Section 2.2 and are in addition to, and not in lieu of, all other provisions of these Terms. In the event of any conflict between this Exhibit and the main body of these Terms, this Exhibit shall control for Individual Users.

B.1 Arbitration Venue and Costs

Individual Users may elect to have arbitration proceedings conducted in (a) Charleston County, South Carolina, or (b) the county of the Individual User’s primary residence, at the Individual User’s option. Topline shall bear all arbitration costs (arbitrator fees and administrative expenses) beyond any initial filing fee of up to Two Hundred Fifty Dollars ($250), as further described in Section 13.15.

B.2 Opt-Out of Arbitration

Individual Users may opt out of the arbitration agreement as described in Section 13.11 by providing written notice within thirty (30) days of first accepting these Terms.

B.3 Reviews and Feedback

Consistent with the Consumer Review Fairness Act (15 U.S.C. § 45b), nothing in these Terms restricts, limits, or penalizes an Individual User’s right to:

1. (h) Post honest reviews or assessments of the Services on any public platform;

2. (i) File complaints with any government agency, including the Federal Trade Commission, Consumer Financial Protection Bureau, or state attorneys general;

3. (j) Communicate with any attorney or legal representative about the Services; or

4. (k) Provide truthful testimony in any legal or administrative proceeding.

Any provision in these Terms that is inconsistent with this Section B.3 is void and unenforceable as to Individual Users. Topline reserves all rights and remedies available under applicable law for statements that constitute actionable defamation (i.e., knowingly false statements of fact that cause actual damages).

B.4 Early Cancellation

The Early Cancellation Fee for Individual Users is equal to fifty percent (50%) of the remaining unpaid value of the current Term, or two (2) months of standard subscription fees, whichever is greater. The parties agree this represents a reasonable estimate of Topline’s lost net profits and unrecoverable onboarding costs.

B.5 Limitation of Liability

Nothing in these Terms limits or excludes any liability that cannot be limited or excluded under applicable consumer protection law in the Individual User’s state of residence, including but not limited to liability for fraud, fraudulent misrepresentation, or death or personal injury caused by negligence.

B.6 Dispute Resolution for Individual Users

Individual Users with Disputes involving an amount in controversy of $25,000 or less shall resolve such Disputes through FairClaims online arbitration as described in Section 13.9. For Disputes under $5,000, Topline shall pay all FairClaims filing fees for both parties. Individual Users do not have the right to bring claims in small claims court or any other court, except as expressly provided in Section 13.10 (Injunctive Relief) or to confirm or enforce an arbitration award.

B.7 Auto-Renewal Compliance

For Individual Users, the auto-renewal provisions of Section 10 are subject to, and shall be interpreted in compliance with, all applicable state and federal auto-renewal laws, including but not limited to the California Automatic Renewal Law (Cal. Bus. & Prof. Code §§ 17600-17606) and the New York General Business Law § 527-a. In the event of any conflict between Section 10 and applicable auto-renewal law, the applicable law shall control.

EXHIBIT C

State-Specific Appendix

The following provisions apply to users located in the identified states and supplement or modify the main Terms as indicated. In the event of a conflict between this Exhibit and the main body of these Terms, this Exhibit shall control for users in the applicable state.

C.1 California Residents

1. (l) Under the California Consumer Privacy Act (CCPA) as amended by the CPRA, California residents have additional rights regarding their personal data, including the right to know, delete, correct, and opt out of the sale or sharing of personal information. See our Privacy Policy for details on exercising these rights.

2. (m) California Civil Code § 1789.3 provides that California residents may file complaints with the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

3. (n) The limitation on public injunctive relief in arbitration does not apply to California residents to the extent prohibited by McGill v. Citibank, N.A., 2 Cal. 5th 945 (2017).

4. (o) For California residents, fee increases upon renewal will include the right to cancel with a prorated refund within fourteen (14) days of receiving notice of the increase.

C.2 New York Residents

1. (p) New York residents are afforded protections under General Business Law § 349 and § 350, including protection against deceptive acts and practices and false advertising.

2. (q) Under the New York FAIR Act, the protections of GBL § 349 extend to business users, nonprofits, and not-for-profit organizations.

3. (r) Fee increases upon renewal will include the right to cancel with a prorated refund within fourteen (14) days of receiving notice of the increase.

C.3 South Carolina Residents

1. (s) The South Carolina Unfair Trade Practices Act (§ 39-5-10 et seq.) provides additional consumer protections. Nothing in these Terms waives any rights under the SCUTPA.

2. (t) The South Carolina auto-renewal statutes (§§ 38-78-55, 37-6-120) require conspicuous disclosure of auto-renewal terms, advance written or electronic notice of 30–60 days before the cancellation deadline, and clear disclosure of cancellation methods.

C.4 Other Jurisdictions

To the extent any provision of these Terms conflicts with mandatory consumer protection laws in your state of residence that cannot be waived by contract, the applicable mandatory law shall control. Nothing in these Terms is intended to limit or override any non-waivable statutory rights.

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