Topline Terms of Service – March 2023

Introduction. These terms of service (“Agreement”) govern the use of the Topline CRM Software and Topline Holdings Inc. a Delaware Corporation (“Topline”) services. By using Topline’s services and/or software, the user agrees to abide by these terms and conditions.

Services Provided. Referrals in the field of public, economic, and state and federal policy; Business services, namely, procuring qualified and credentialed third-party experts, professionals, and other qualified personnel, and documentation and information all on behalf of others; Providing an on-line searchable database featuring referrals in the field of public relations, state and federal policy, and policy news and analysis; Public policy consultancy services. 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. The user acknowledges that the services provided by Topline are subject to change and modification without notice.

Payment Terms. The user agrees to pay Topline for the services rendered, as specified in the agreement signed by the user and Topline. 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.

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.

Ownership and Use of Intellectual Property. The user acknowledges that Topline owns all intellectual property rights in its software, services, and materials. The user may not use or distribute Topline’s intellectual property without prior written consent. The user agrees to indemnify and hold Topline harmless from any claims arising from the user’s use of Topline’s intellectual property.

Compliance with Laws. The user is responsible for complying with all applicable laws and regulations related to the use of Topline’s services. The user acknowledges that Topline does not accept prohibited content, including but not limited to hate speech, adult content, and illegal content. The user agrees to indemnify and hold Topline harmless from any claims arising from the user’s violation of applicable laws or regulations. Without limiting the foregoing, you may not use any of Topline’s Services for any illegal activity including the storage or transmission of information, data, files, or links to content that violate any applicable local, state, national, or international law. This includes but is not limited to, pirated software, copyrighted data or links thereto, the propagation of computer worms or viruses, the use of false identities, or attempts to gain unauthorized entry to any network. Pornography and sex-related merchandising are prohibited on all Topline servers. This includes sites that may infer or link to sexual content. Spamming sites and sites selling or promoting bulk email software, services, or addresses are also prohibited. Topline may terminate this agreement if it determines, in its sole discretion, you have violated this policy. You agree to comply with all applicable local, state, national, and international laws, regulations, and rules when using the Software and Services, including, but not limited to, data protection, privacy, and anti-spam laws. You further agree to only communicate with contacts who have expressly opted-in to receive communications via text message, phone, or email, and to respect the preferences and rights of your contacts.

You acknowledge and agree that you are solely responsible for the content of your communications and for ensuring that your use of the Software and Services does not violate any applicable laws or regulations, including those related to spam, unsolicited messages, or unwanted communications. You agree to indemnify, defend, and hold harmless Topline Holdings Inc. and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with your misuse of the Software and Services in violation of any applicable laws or regulations, or your sending of unsolicited messages, spam, or any other unwanted communications.

By using the Software and 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.

Client Obligations. In addition to making all required payments, you shall (a) cooperate with The Topline in all matters relating to the Services and provide access to your advertising accounts including your Google Adwords and Analytics accounts 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 this Agreement; and (c) provide such customer materials or information as Topline may reasonably request to carry out the Services in a timely manner and ensure that such customer 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 this Agreement.

Payment. Once you have executed your Service Agreement, Service Order or Online Order Form, 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 under this Agreement monthly, in advance. Fees for one-time services will be due in full on the Effective Date, or as otherwise provided by your Service Agreement. For recurring fees, the initial payment will be taken on the Effective Date, and you will be billed for subsequent fees as outlined in your Service Agreement. For monthly recurring Services, unless the Service Agreement states otherwise, 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. 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 Service Agreement. Topline shall have the right to charge your credit card or debit from your account through ACH for fees in accordance with these Terms of Service and the Service Agreement. Client 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 Client’s error, including, but not limited to, incorrect information, invalid account numbers and non-sufficient funds. 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 of Service and the Service Agreement. 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.

Term/Termination.

Term. The Agreement shall begin on the Effective Date and will remain in effect until terminated as provided below. For recurring accounts, the Service Agreement sets forth the minimum commitment term (the “Initial Term”) and authorizes recurring monthly billing for such periods. Unless otherwise stated in the Service Agreement, all plans have a twelve (12) month Initial Term, and all other plans have a six (6) month Initial Term. Your Initial Term may be extended by any added Service Order or Online Order Form. If there is a conflict the most recent agreement’s Initial Term shall control. Only months in which full payment has been received will count as a month of marketing under the Initial Term. Client acknowledges that Client’s digital marketing plan is designed based on the Initial Term defined in Client’s Service Agreement. After the Initial Term, the Term will be automatically renewed for successive six-month periods (each, a “Renewal Term”) or as otherwise provided in the Service Agreement (the Initial Term and any Renewal Terms are collectively referred to herein as the “Term.”)

Cancellation. You may cancel the services by providing no less than 30 days’ written notice of cancellation via mail or email addressed to your Account Coach or Project Manager, as applicable. 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.

c. Early Cancellation. You acknowledge that Topline requires an Onboarding Package for all Topline Teams and Butler Accounts. Topline may waive some or all of this Onboarding Package 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) any previously waived Onboarding Package. The amount of your Onboarding Package is defined in your Service Agreement. If your Service Agreement does not define the Onboarding Package 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 Agreement 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, as applicable. Upon execution of this agreement, 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. Client recognizes the aforementioned investment, up-front sales, setup, and opportunity costs that Topline bears in connection with this marketing commitment, and acknowledges that this fee is not a penalty, but rather a reasonable amount of liquidated damages to compensate Topline for early cancellation of the Services. The Setup Fee or Early Cancellation Fee, if applicable, will be defined in your Service Agreement. You acknowledge the aforementioned investment, up-front sales, setup, and opportunity costs that Topline bears in connection with your Service Agreement, and you acknowledge that this Early Cancellation Fee is not a penalty, but rather a reasonable amount of liquidated damages to compensate Topline for early cancellation of the Services

d. Cancellation Revocation. You may, upon written notice (email is acceptable), revoke such cancellation after you have made a cancellation request, in which case the Service Agreement 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.

e. Topline’s Right to Cancel. We may cancel this Agreement at any time for any reason, and 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 this Agreement pursuant to this section, we will reimburse you for any unused credits and funds within 30 business days from the effective cancellation date.

f. Pause or Downgrade of Service. 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 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, 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 Pro 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 and Unused Credits. Unless we cancel the agreement, 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 customer records after your account is terminated, 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.

Limitation of Liability. Topline shall not be liable for any direct, indirect, incidental, special, or consequential damages arising from the use of its services. The user acknowledges that Topline’s liability is limited to the amount paid by the user for the services rendered. The user agrees to indemnify and hold Topline harmless from any claims arising from the user’s use of Topline’s services.

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.

Work Product Ownership. The user acknowledges that all work product created by Topline, including but not limited to ad campaigns, belongs to Topline. The user may not use or distribute Topline’s work product without prior written consent. Topline grants the user a limited, non-exclusive, non-transferable license to use its work product solely for the purpose of promoting the user’s business during the term of this agreement. The user agrees not to reverse engineer, decompile, or disassemble Topline’s work product.

Indemnification. The user agrees to indemnify, defend, and hold harmless Topline, its employees, contractors, and affiliates from any claims, damages, or losses arising from the use of Topline’s services. The user agrees to indemnify Topline for any claims arising from the user’s breach of this agreement, including but not limited to claims arising from the user’s use of Topline’s intellectual property or work product.

Non-Solicit. 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.

Warranty. Disclaimer 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.

Modification of Terms. Topline reserves the right to modify these terms of service at any time. The user agrees to be bound by the modified terms upon using Topline’s services after the effective date of the modifications. The user acknowledges that it is their responsibility to review the terms of service periodically to ensure compliance with the current terms.

HIPAA. If Client is a “covered entity” or a “business associate” thereof, as each term is used under the Health Insurance Portability and Accountability Act of 1996 (as may be amended or replaced, “HIPAA”) or is otherwise subject to any HIPAA-related or similar legal requirement, Client is solely responsible to ensure full compliance therewith. Client is responsible for maintaining the privacy of any persons or their information that may be covered by HIPAA or any related or similar legislation or regulation. The Marketing OS makes no claims or warranties regarding compliance with HIPAA.

EU/EEA Data Processing. To the extent that we process customer data that is subject to the European Union General Data Protection Regulation (“GDPR”) on your behalf, such processing will be undertaken pursuant to the terms of Topline Data Processing Agreement. Please contact your Topline representative to receive a signed version of the DPA. The DPA is hereby incorporated by reference for all accounts whereby we process data subject to the GDPR. You acknowledge that in all cases Topline acts as the data processor of this data and you are the data controller of the data. You are required under the GDPR to obtain and maintain documentation of the applicable legitimate purpose and consent to process any GDPR data shared with Topline under this Agreement.

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).

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.

Referrals. Topline may provide incentives to 3rd parties to introduce potential Clients to Topline. From time to time, Topline may receive referral fees, incentives, revenue shares or rebates (the “Incentives”) from 3rd party advertisement providers, payment processors, and/or other 3rd parties based on hitting revenue or advertising spend thresholds or referring potential customers to the 3rd party provider. You acknowledge that you are not entitled to any Incentive or share of any Incentive received by Topline.

Survival. The 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.

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

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.

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

CCPA Contract Clauses. If we are processing data for you that is protected by the California Consumer Privacy Act (CCPA) such data will be processed in accordance with our CCPA Contract Clauses located at grow.topline.com/ccpaclauses. If you are covered by the CCPA, it is your obligation to inform us of those obligations so that we can provide you with the CCPA Contract Clauses to sign.

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. This agreement constitutes the entire understanding between the parties and supersedes all prior negotiations, understandings, and agreements. The user may not assign this agreement without Topline’s prior written consent. This agreement 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 4, 5, 7, 8, 9, 11, 12, 13, 15, 16, 17, and 18.

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 this agreement are for convenience only and shall not affect the interpretation of this agreement.