1.  Introduction.

These terms of service (“Terms”) govern the use of the Topline OS Software and other services (“Services”) provided by Topline Holdings Inc., a Delaware corporation (“Topline”). Topline may provide Services through its website, mobile application, and other software.

Applicability and Acceptance of Terms. 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 Topline’s Services, the user agrees to abide by these Terms. Use of the Services is conditioned upon agreement to these Terms; if the user does not agree to this Terms, then the user 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. By subscribing to or using the Services, you represent and warrant that you are eligible.

Service Agreement. If you entered into a Service Agreement, (your “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 Agreement and these Terms, your Agreement will control and supersede these Terms.

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 in advance by posting them on our website. All changes are effective immediately when we post them, or the effective date stated in the notice, if applicable, and apply to all access to and use of the Services thereafter. However, any changes to the dispute resolution provisions under Arbitration in Section 12 will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on our website.

Your continued use of the Services following the effective date of revised Terms means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

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 you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Services or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

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 of Service.

2. Services

Services Provided. Topline offers the following services:

• Referrals in the field of public, economic, and state and federal policy, and other knowledge professions.
• Business services, namely, procuring qualified and credentialed third-party experts, professionals, and other qualified personnel, and documentation and information all on behalf of others;
• Professional matching, qualification and analysis
• Providing an on-line searchable database featuring referrals in the field of public relations, state and federal policy, and policy news and analysis.
• Topline provides business services to our experts through CRM software and marketing services, which may include but are not limited to social media marketing, email marketing, content marketing, and search engine optimization.
• Other growth marketing and hiring services.

Changes to Services. The user acknowledges that the Services provided by Topline are subject to change and modification without notice. 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 to users.

You are responsible for:

• Making all arrangements necessary for you to have access to the Services.
• Ensuring that all persons who access the Services through your internet connection are aware of these Terms and comply with them.

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 the information you provide on the Services is correct, current and complete. You agree that all information you provide to register with this Services or otherwise, including but not limited to through the use of any interactive features on the Services, is governed by our Privacy Policy topline.com/privacy-policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

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, or by anyone who may be informed of any of its contents.

3.  Confidentiality.

The user acknowledges that all information disclosed to Topline, including but not limited to business plans, financial information, and marketing strategies is confidential and proprietary. Topline agrees to keep this information confidential and to use it only for the purpose of providing its services. The user acknowledges that any breach of confidentiality may result in irreparable harm to Topline and that Topline may seek injunctive relief in addition to any other available remedies.

4.  Intellectual Property Rights.

General. The Services and its 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 of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

Topline Marks. Topline’s name, logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of Topline. All other names, logos, product and service names, designs and slogans on the Service are the trademarks of their respective owners.

Feedback.  You grant to Topline a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into our Services any suggestions, enhancement requests, recommendations or other feedback provided by you.

5.  Client Obligations.

General. In addition to making all required payments, users shall (a) cooperate with Topline in all matters relating to the Services and provide access to user advertising accounts, including Google Adwords and Google Analytics, as necessary; (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 in accordance with the requirements of these Terms; and (c) provide such materials or information as Topline may reasonably request to carry out the Services in a timely manner and ensure that such materials or information are complete and accurate in all material respects. 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.

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 the Company, a Company employee, another user or any other person or entity.
• Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm the Company 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.
• Access or use for any commercial purposes any part of the Services or materials available through 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 , including their ability to engage in real time activities through 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 manual process to monitor or copy any of the material on the Service or for any other unauthorized purpose without our prior written consent.
• 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.

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, make no representations or warranties as to, and have 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 must conduct any necessary, appropriate, prudent or judicious investigation, inquiry, research or due diligence with respect to your interactions with others.

Restrictions on the Use of Output Data

“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. Submitted Data may vary depending on the products or features used as well as your particular use of such products or features. 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 such laws.

Additionally, you may not use the Service to advertise or promote any illegal service or product (or send any other communications) that are illegal in the place offered or consumed, including but not limited to tobacco products, firearms, ammunition or other weapons, counterfeit or pirated goods or services, adult content or services (such as pornography or escort services), unlicensed gambling, investment schemes (including promotion of “pink slip” stocks), astrology or psychic services, lotteries, credit repair services, payday loan services, or any type of hate speech (targeting any societal group).

You are also prohibited from using the Service to violate any securities or commodities regulations (such as to support a “pump and dump” scheme), to defraud, deceive, mislead, discriminate against, harass, libel or defame any person, group or entity, to violate or promote any violation of any person’s or entity’s intellectual property rights, to threaten, promote or commit violence or fraud, or to violate any person’s or entity’s rights.

Restrictions on Use of Email Services
The following practices are not permitted from the Service and will be considered a violation of the license restrictions herein. These practices include, but are not limited to, 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 virus, trojan horse, worms or any malicious or harmful software program, and 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.

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.

Required Consumer Consents and Permissions; Your Responsibilities
Responsibility for your 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. Therefore, 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: pursuant to explicit consent from the data subject of the Output Data, sufficient to comply with the consent requirements of applicable laws, or
pursuant to any other legal basis (or substantively similar term) for processing under applicable law. For example, in accordance with the EU/UK GDPR, you may use Output Data for purposes that you have established are necessary to pursue your legitimate interests under the EU/UK GDPR, such as use of the Output Data in order to perform reasonable and actual data validation or hygiene or updating of your own legally obtained customer database.
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 (including with respect to data subject notices, consents and permissions).

Nature of Exchange. Our Service contains certain “co-operative” elements. This means that in exchange for providing the Submitted Data to us for use as described in Section 6(b) above, and potentially for the use of other customers through our Index Database (at our sole discretion), you will receive access to Output Data consisting of information that we hope is equally valuable to you. This in turn may amount to a “sale” of Personal Information under certain state statutes, and (depending whether you are subject to those statutes, which may depend upon your size or the nature of your business) such “sale” of information may require you to make certain disclosures or provide certain consumer “opt out” or other rights. We may in turn provide you with materials or recommendations regarding these requirements: if we do so, you understand that these are purely advisory in nature and are neither legal advice nor a substitute for legal advice. You therefore should consult counsel regarding requirements you may have under any such applicable law.

Non-Solicitation. The user agrees not to solicit Topline’s employees or contractors for a period of one year after the termination of Services. The user acknowledges that Topline invests significant time and resources in the training and development of its employees and contractors, and that the user’s solicitation of Topline’s employees or contractors may result in irreparable harm to Topline. To the extent that the restrictions contained in this section are prohibited based on the applicable law of a particular jurisdiction, they shall be deemed not to apply to such user.

6.  User Content.

The Services include interactive features that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post“) content or materials, including but not limited to image, photo, and video uploads, as well as follow, like, post comments and reviews of profiles and content posted on the Services (collectively, “User Content“).

Ownership. 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:

• You own or control all rights in and to the User Content and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.
• All of your User Content does and will comply with these Terms.

Responsibility. You understand and acknowledge that you are responsible for any User Content you submit or contribute, and you, not Topline, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness. We are not responsible, or liable to any third party, for the content or accuracy of any User Content posted by you or any other user of the Service.

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.
• Any information obtained from Topline must not be copied, disclosed, or distributed without proper authorization. Confidential information must be respected and safeguarded.
• Adhere to the proper use of Topline’s intellectual property, including our learning resources, technology, and branding. Use of the Topline name or logos must align with our brand guidelines.
• 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 or that otherwise may be in conflict with these Terms of Service and our Privacy Policy topline.com/privacy-policy
• 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 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.

Moderation. We have the right but not the obligation to:

• Remove or refuse to post any User Content for any or no reason in our sole discretion.
• Take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates these Terms, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public or could create liability for Topline.
• 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.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
• Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms of Service.

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. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

7.  Payment Terms.

The user agrees to pay Topline for the services rendered, as specified in these Terms. Failure to pay may result in the suspension or termination of services. The user agrees to pay Topline in a timely manner and to notify Topline of any changes in payment information. Late payments accrue 1% monthly interest, or the highest amount permitted by applicable law, whichever is lower.

Fees. 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 due monthly, in advance. Fees for one-time services will be due in full on the Effective Date. 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. For example, if the Effective Date is November 17th, you will be billed for recurring monthly payments on December 17th, January 17th, and so on. The last billing date each month is the 25th. If your Effective Date is after the 25th, the first payment will be taken on the Effective Date, and recurring payments will bill on the 25th of each month. For annual recurring services, you will be billed for the first year on the Effective Date, and you will be billed for subsequent payments on the anniversary of the Effective Date unless canceled as provided in Section 5 below.

 Phone, SMS, Email, and Ad Credit Pricing. Details on our for phone, text, email, and ad credit are located on our Credit Pricing page https://topline.com/credits, and can also be found in your Account dashboard, if applicable. For our phone system services, customers are charged $0.021 per minute for making calls, with $10 providing about 475 minutes of call time. Receiving calls costs $0.0128 per minute, where $10 will cover around 780 minutes. Text messages are billed at $0.0119 per segment, and a $10 credit will yield roughly 840 segments. For our email services, the cost to customers is set at $0.0014 per email. With a $10 credit, you can send approximately 7,145 emails. Topline 24×7 live call answering service is $3 per minute. Ad credits represent a blended mix of spend between ad creative, optimization, placement, and reporting managed at the discretion of Topline and the designated growth coach. We aim to optimize ROI as visible within your Account dashboard.

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 marketing 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. User warrants the validity of any ACH information provided to Topline and acknowledges that Topline is entitled to debit Client’s account for any ACH fees charged to Topline due to User’s error, including, but not limited to, incorrect information, invalid account numbers and non-sufficient funds.

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 has a right to charge any credit card updated in this manner in accordance with these Terms. YOU UNDERSTAND AND ACKNOWLEDGE THAT ALL FEES MUST BE PAID IN ADVANCE AND THAT, IN ADDITION TO BEING IN BREACH OF YOUR CONTRACTUAL OBLIGATIONS, YOUR SERVICES MAY BE PAUSED OR TERMINATED IF TIMELY PAYMENT IS NOT RECEIVED OR IF A PAST PAYMENT HAS BEEN DISPUTED.

Taxes. Sales tax and/or VAT tax may be added to certain products or services in certain states and countries. Sales and VAT taxes are automatically calculated based on Client’s billing address and the product or services on Client’s invoice. Client is responsible for any sales, use or VAT taxes not collected by Topline.

Changes to Fees. We reserve the right to modify our fees and or rates from time to time. If we do so, we will provide at least 60 days’ notice of upcoming changes to our website. New pricing will take effect beginning with your next Renewal Term following the completion of the notice period described above.

8.  Term/Cancellation.

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, all plans have a minimum twelve (12) month initial term except Butler plans, which have a six (6) month Initial Term (each, an “Initial Term”). For recurring subscriptions, at the expiration of the Initial Term, the term of your subscription will be automatically renewed for successive six-month periods. For non-recurring Services, your Initial Term may be extended by submitting an online order form (each such renewal period, a “Renewal Term”, and together, the Initial Term and any Renewal Term are collectively referred to as the “Term”). Only months in which full payment has been received will count as a month of service under the current Term.  You hereby authorize automatic monthly billing for the duration of your Term.

Cancellation. You may cancel the services by providing no less than 30 days’ written notice of cancellation via email to [email protected]. If you have not completed the Initial Term, the cancellation will be effective at the completion of the Initial Term. If you have completed the Initial Term, services will continue through the end of the current Renewal Term and will then be canceled.

Early Cancellation of Butler Accounts. You acknowledge that Topline requires an Onboarding Package for all Butler Accounts. Topline may waive, in its discretion, some or all of your Onboarding Package fee for all accounts that sign up for an Initial Term of six (6) months or more. If you wish to cancel the Services without completing the Initial Term you may do so only by providing both (1) written notification of cancellation and (2) payment of any previously waived Onboarding Package fee. The amount of your Onboarding Package fee is specified at the time of registration and can be found in your Account dashboard. If your Account dashboard does not define the Onboarding Package fee it shall be equal to $1,850.00. The Onboarding Package payment is in addition to your monthly payments to date and may not be paid with credits on file or any prior payment. No early cancellation of a Service will take effect until the previously waived Onboarding Package has been paid, and you will continue to be billed monthly until we receive both proper written notice of cancellation and the Onboarding Package fee repayment, as applicable.

Setup Fee/Early Cancellation Fee. Any Setup Fee or Early Cancellation Fee, if applicable, will be found in your Account dashboard. Upon Account registration, Topline will be investing considerable work into your business and online marketing activities. This investment is being made with the understanding that you are committing to pay for the Services through the Initial Term or any subsequent Renewal Term. You acknowledge the aforementioned investment, up-front sales, setup, and opportunity costs that Topline bears in connection with this marketing commitment, and acknowledge that any Setup Fee or Early Cancellation Fee is not a penalty, but rather a reasonable amount of liquidated damages to compensate Topline for early cancellation of Service(s).

Cancellation Revocation. You may, upon written notice by email to [email protected] revoke such cancellation after you have made a cancellation request, in which case your Account will be reinstated, and all applicable Services will be reinstated upon payment in full of all amounts owed. If the cancellation fee has already been paid it shall be applied to any future amounts owed.

Topline’s Right to Cancel. We may cancel your Services at any time for any reason, in our sole discretion, by providing written notice of cancellation to you. Cancellation will take effect at the end of the then-current billing period. Written notice may be provided to you via email. If we terminate your Services pursuant to this section, we will reimburse you for any unused credits and funds within 30 business days from the effective cancellation date.

Pause or Downgrade of Service. During the 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 in Services is appropriate. No pause or downgrade will be effective without a signed written confirmation from both Topline and the Client. After the Initial Term, you may pause or downgrade your account with no less than 30 days’ written notice. After the Initial Term a downgrade that fully eliminates the recurring portion of certain services (e.g., Butler, Ad Credits, SMS, Phone etc.) 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. Further, the Parties agree that any downgrade that eliminates Topline’s Platform Fee will terminate all Topline’s obligations related to those removed services. The Parties agree that the preceding two sentences shall not apply to temporary downgrades accompanied by a signed agreement. You may upgrade or reinstate services at any time with a written or oral request.

No Refunds; Unused Credits. Unless we cancel your Services, no refunds will be provided for any amounts already paid to Topline. Upon cancellation of this agreement by you for any reason, any and all unused funds, credits or creative hours will be forfeited. If you downgrade to Topline Pro only plan or any other recurring services that do not include Topline Teams or Butler, any and all unused funds, credits, or creative hours remaining in your account at the time of the downgrade will be forfeited. The preceding sentence does not apply to temporary downgrades with a signed agreement.

Account Records on Termination. Upon termination, at your election, we will preserve an archive of your Account records and data for an annual fee. If you do not elect to archive your Account records, we are under no obligation to maintain any user records after your Account is terminated unless otherwise required by applicable law, and we may delete your Account records at any time. Notwithstanding the foregoing, we will preserve Account data to the extent necessary for us to comply with our own document retention obligations.

Work Product. Upon termination, your access to all other work product including Google Analytics, Google Ad Campaigns, Meta Analytics, Meta Ad campaigns, and other Ad Optimizations, Creative and other work product will be revoked. Topline reserves the right to maintain internal access to this work product at it’s sole discretion. 

9.  Liability; Indemnification; Warranties.

Limitation of Liability. Topline shall not be liable for any indirect, incidental, special, or consequential damages arising from the use of its Services. You acknowledge that Topline’s liability is limited to the amount paid by you for the Services rendered. The foregoing does not affect any liability which cannot be excluded or limited under applicable law.

Indemnification. You agree to indemnify, defend, and hold harmless Topline, its officers, directors, employees, agents, contractors, and affiliates from any claims, damages, liabilities, judgments, awards, costs, expense, losses, including reasonable attorney’s fees, arising from or related to your violation of these Terms, your use of Topline’s Services (including your User Content) in violation of any applicable laws or regulations, or your use of the Services other than as expressly authorized in these Terms.  

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 its Services will meet the user’s requirements, or that its 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.

10.  Data Privacy.

Privacy Policy. All information we collect on the Services is subject to our Privacy Policy available at 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.

Call Recording. You acknowledge that we may record Client phone calls for quality control purposes.

11.  Third-Party Services.

Google Third Party Disclaimer. Topline resells Google AdWords as a Google Third Party Partner. For more information on this program please see Google’s “Working with a Third-Party Disclaimer” located at http://www.google.com/adwords/thirdpartypartners/.

Bing Ads Agreement. Topline resells Bing Ads as a Bing Ads Elite SMB Partner, if you use our services to market on Bing you agree to be bound by the Bing Ads Agreement located at: https://advertise.bingads.microsoft.com/en-us/resources/policies/microsoft-bing-ads-agreement.

Facebook Advertising Guidelines. Your use of these services in connection with Facebook ads is subject to separate terms and conditions, including Facebook’s Advertising Guidelines (currently accessible 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 (the “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.

12.  Copyright Policy

Reporting Claims of Copyright Infringement. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Service infringe your copyright, you may request removal of those materials (or access to them) from the Service by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA“), the written notice (the “DMCA Notice“) must include substantially the following:

• Your physical or electronic signature.
• Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works.
• Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
• Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
• A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
• A statement that the information in the written notice is accurate.
• 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]

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

Counter Notification Procedures. If you believe that material you posted on the Website was removed or access to it was disabled by mistake or misidentification, you may file a counter notification with us (a “Counter Notice”) by submitting written notification to our copyright agent designated above. Pursuant to the DMCA, the Counter Notice must include substantially the following:

• Your physical or electronic signature.
• An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
• Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
• A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
• A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Website may be found) and that you will accept service from the person (or an agent of that person) who provided the Website with the complaint at issue.

Our designated agent to receive Counter Notices is:

Alex Skatell

Topline Holdings Inc.

997 Morrison Dr, Charleston SC 29403

843-202-4725

[email protected]

The DMCA allows us to restore the 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 or activity on the Website was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) 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.

13.   Miscellaneous.

Relationship of the Parties. The Parties to the agreement are independent contractors, and no agency, partnership, joint venture, or employee/employer relationship is intended or created.

Governing Law. This agreement 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. Any disputes arising from this agreement or related to Topline’s services shall be resolved through mandatory arbitration in Charleston, SC. The user agrees to waive their right to a jury trial.

Arbitration. In the event of any dispute, claim, question, or disagreement arising from or relating to these Terms or the breach thereof, the parties shall collaborate in good faith to settle the dispute, claim, question, or disagreement. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration under the Commercial Rules of Arbitration of the American Arbitration Association applying Delaware law.

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.

Force Majeure. Topline shall not be liable for any failure or delay in performing its obligations under this agreement 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, or strikes.

Notices. Any notices required or permitted to be given under this agreement shall be in writing and delivered to the other party at the address specified in the agreement.

Entire Agreement. These Terms, together with our Privacy Policy, and all schedules, exhibits, and other documents referenced herein and therein, constitute the entire understanding between the parties and supersedes all prior negotiations, understandings, and agreements. The user may not assign these Terms without Topline’s prior written consent. These Terms shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Survival. The provisions of this agreement that by their nature should survive termination of this agreement shall survive, including but not limited to sections labeled Intellectual Property, Confidentiality, Disclaimer of Warranties, Limitations of Liability, Dispute Resolution, and Indemnification are intended to survive the termination, cancellation or expiration of this agreement. Notwithstanding the foregoing, Client remains liable for any amounts due to Topline as of the effective date of termination..

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

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