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Definitions
"Topline"
or "We" refers to Topline Ventures Inc., its subsidiaries and affiliates.
"Service" refers to the services provided
by us and subscribed to by you and may include, but is not limited to, CM4all SiteCreator, Trellix® SiteBuilder, Remote Backup
Service, Rodopi ISP billing service, and F-Secure security services.
"You" refers to the person or organization that
uses or subscribes to Topline's Service.
General
This Agreement sets forth the Terms and Conditions that
apply to use of the Service by you. By using the Service, you agree to comply with all of the Terms and Conditions set out
in this document.
We shall have the right at any time to change or modify the Terms and Conditions applicable to your
use of the Services, or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges
for use. Such changes, modifications, additions or deletions shall be effective immediately upon notice by us, which may be
given by any means including, but not limited to, posting on our website, or by electronic or conventional mail. Any use of
the Services by you after such notice shall be deemed to constitute acceptance by you of such changes, modifications or additions.
Our
Services are provided on the basis of, and are subject to, service, facility, software license, and equipment availability.
We reserve the right not to provide one or more Services where necessary facilities, equipment, software licenses, or services
are not available for any reason whatsoever.
Term and Termination
The Service is for an initial term
as agreed between us and shall automatically renew at the end of the initial Term on a month-to-month basis unless terminated
by either of us in accordance with these Terms and Conditions.
If you are dissatisfied with our service, or with any
of our terms, conditions, rules, policies, guidelines, or practices in operating the Service, your sole and exclusive remedy
is to terminate your Service agreement with us in accordance with our cancellation policy and discontinue using the Service.
You must provide us with not less than five (5) days' written notice prior to the next billing date to advise us of your decision
to terminate the Service agreement.
No refunds will be given for partial terms or for any initial setup, integration
or consulting fees.
We reserve the right to terminate any Service to you immediately and without notice for cause in
the event that you breach this Agreement. We may, at our sole discretion, suspend your service in lieu of terminating this
Agreement while we investigate the alleged breach of this Agreement.
Your Responsibilities
While using
the Service you must comply with applicable laws at all times. You assume total responsibility and risk for your and your
authorized users' use of the Service. You are responsible for paying all charges necessary to use and access the Service.
We will recognize only you as the person authorized to accept, utilize, manage, modify or terminate the Service.
You will not export, re-export, transfer, or
make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection
with this Agreement without first complying with all export control laws and regulations which may be imposed by the U.S.
Government and any country or organization of nations within whose jurisdiction Company operates or does business.
You shall not alter, remove or conceal any copyright,
trademark or other proprietary notice or disclaimer on the Software Programs, and shall reproduce all such notices within
and/or upon any copies and partial copies thereof made in accordance with this Agreement.
You shall not (i) modify, copy (each except as expressly
authorized herein), translate or create Derivative Works of the Software Programs or (ii) reverse engineer, decompile, disassemble
or otherwise attempt to derive the source code of the Software Programs.
Service Rates
The prices for the Service are made available on our web
site and are subject to change without notice. Users
are billable if set to Active at any point during a month and are billed at the highest bundle level they were set to during
the month. Fees are not pro-rated for users that are Active for only a portion
of the month.
Payment Terms
Service charges are due at the end of each month for the usage of
that month. Service charges will be applied to the credit card that we have on record for your account, via PayPal, invoiced
to you as agreed or some combination thereof. All invoices are due on reciept and interest will accrue on unpaid amounts
as and from 3 days after the invoice date at the rate of 1.5% per month (19.56% per annum), or such other rate as we
may determine from time to time. Should your financial institution for any reason reject a payment, you will be charged a
fee of $25.00.
Accounts that are overdue by more than 30 days will
be suspended. Accounts that are left unpaid and overdue for more than 60 days will become dormant and any credits accrued
to your benefit will be forfeited.
Invoices
We will issue you an invoice monthly, in arrears
of the provision of Service, unless otherwise specified in these Terms and Conditions. The invoice will include, and
you will be responsible for, any applicable state, provincial, and federal taxes, as well as interest charges on overdue amounts.
You
must bring invoice inquiries and disputes to our attention within 30 days of the statement date and failure to do so
will be deemed to be an admission that the entire contents of the statement are accurate.
Service Interruptions
We
may suspend the Service at any time for any duration of time, without penalty or liability to ourselves, where necessary.
You agree that it may be necessary for us to temporarily suspend our Service for technical reasons or to maintain our network,
equipment or facilities. We shall not bear any liability whatsoever for: (i) any such suspensions of Service; (ii) the termination
of Service pursuant to these Terms and Conditions; (iii) suspension or termination of Service due to your non-payment of amounts
or deposits due; (iv) suspension or termination of Service due to your unlawful or improper use of facilities or Service by
you; (v) your inability to access any Services; or (vi) suspension or termination of the Service for any other reason at our
sole discretion.
Limitation of Liablity
The Service is provided on an "as is" and "as available" basis
and use of the Service is at your own risk. We make no representations or warranties whatsoever, either express or implied,
with respect to the Service or any service, merchandise or information provided through the Service, including without limitation
any representation or warranty with respect to the network transmission capacity of any common carriers used by us or the
accuracy or quality of the Service. There is neither warranty of title, non-infringement nor any implied warranty of merchantability
or fitness for a particular purpose. It is solely your and your authorized users' responsibility to evaluate the accuracy,
completeness and usefulness of all opinions, advice, services and other information and the quality and merchantability of
the Service and all merchandise and services provided through the Service generally. Neither we nor our suppliers warrant
that the Service will be uninterrupted or error free.
Without limiting the generality of the foregoing, we and our
suppliers, and our respective directors, officers and employees (collectively, in this paragraph, "Topline"), are not responsible
or liable to you or third parties for any claim, loss, damages, liability or expenses you or others may suffer or incur as
a result of, arising out of, or in any way connected with the Service, any use of it or interruption in it, or our equipment,
whether through act or omission, negligence or otherwise, and whether direct or indirect. Without limitation, Topline is not
liable for any incidental, special, consequential, punitive, aggravated or exemplary damages, or loss of use, data, business,
income or profits, even if Topline has been advised of the possibility of such claim, loss, damages, liability or expenses
by you or others. You assume all responsibility and liability with respect to mistakes, omissions, interruptions, errors,
defects, delays in operation or transmission, or any failure of performance. The limitations on liability contained in this
Agreement shall survive the termination of this Agreement. Without limiting the generality of the foregoing, in no circumstances
shall our liability to you exceed US$1,000.
The parties acknowledge that Topline has set its
prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and
damages set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree
that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if
found to have failed of their essential purpose.
No Liability to End-Users. IN NO EVENT SHALL
TOPLINE BE LIABLE TO ANY END-USER, FOR ANY CLAIMS RELATING TO THE SOFTWARE PROGRAMS OR SERVICE.
Your Indeminfication of Topline
You
shall indemnify and hold us and our directors, officers, employees and suppliers harmless against all claims, loss, damages,
liability or expenses that we and/or they may suffer or incur, directly or indirectly, arising out of, resulting from or in
connection with your use of the Service. Indemnification includes, but is not limited to, claims by third parties, the installation,
presence, maintenance, and removal of any and all equipment, the violation by you of the Agreement in force from time to time,
and legal fees, disbursements and all other reasonable costs incurred by us in connection with any legal, collection or other
proceedings brought by us against you related to this Agreement.
Nondisclosure of Confidential Information
Each party acknowledges that it will have access to certain confidential information of the other party concerning
the other party's business, plans, customers, technology, and products, and other information held in confidence by the other
party (“Confidential Information”). Confidential Information will include all information in tangible or intangible
form that is marked or designated as confidential or that, under the circumstances of its disclosure, should be considered
confidential. Confidential Information will also include, but not be limited to, the Software Programs, , Company Technology,
Company Content, and End-User Data. Each party agrees that it will not use in any way, for its own account or the account
of any third party, except as expressly permitted by, or required to achieve the purposes of, this Agreement, nor disclose
to any third party (except as required by applicable law, legal process or government regulation or to that party’s
attorneys, accountants and other advisors as reasonably necessary), any of the other party's Confidential Information and
will take reasonable precautions to protect the confidentiality of such information, at least as stringent as it takes to
protect its own Confidential Information. Both parties agree that it will not, directly or indirectly, reverse engineer,
decompile or disassemble any tangible property which embodies the Confidential Information of the other party or otherwise
attempt to derive source code or other trade secrets from the other party.
Information will not be deemed Confidential Information
hereunder if such information: (i) is known to the receiving party prior to receipt from the disclosing party directly or
indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (ii) becomes known
(independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than
one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise publicly available,
except through a breach of this Agreement by the receiving party; or (iv) is independently developed by the receiving party.
The receiving party may disclose Confidential Information pursuant to the requirements of applicable law, legal process or
government regulation, provided that it gives the disclosing party reasonable prior written notice to permit the disclosing
party to contest such disclosure, and such disclosure is otherwise limited to the required disclosure.
Relationship
The relationship
between us constitutes that of independent contractors. You do not possess, nor are you able to distinguish yourself as having,
any authority to act for or create any obligation of, or make any representation on behalf of or in our name. You shall not
use, in any manner or circumstance whatsoever, trademarks, trade names, logos or designs owned or licensed by us.
Ensurement/Assignment
These
Terms and Conditions are binding upon, and shall enure to, our benefit and that of our respective successors, heirs, executors,
administrators, personal representatives and permitted assigns. You shall not assign or transfer your rights or obligations
hereunder or otherwise in respect of the Service without our prior written consent.
Notice
Any notice
by you to us shall be submitted in writing by e-mail to: corporate@toplineventures.com. Please visit our website www.toplineventures.com for additional contact information.
Force Majeure
Neither
of us shall be liable for any delay, interruption or failure in the performance of our obligations if caused by acts of God,
declared or undeclared war, fire, flood, storm, slide, earthquake, power failure, the inability to obtain equipment, supplies
or other facilities that are not caused by a failure to pay, labor disputes, or other similar events beyond the control of
the party affected that may prevent or delay such performance. If any such act or event occurs or is likely to occur, the
party affected shall promptly notify the other, giving the particulars of the event. The party so affected shall use reasonable
efforts to eliminate or remedy the event.
Unenforceable Provisions
If any part of these Terms and Conditions
is found to be invalid or unenforceable under applicable law, such part shall be ineffective to the extent of such invalid
or unenforceable part only, without in any way affecting the remaining parts of these Terms and Conditions.
Governing
Law
The rights and obligations of the parties pursuant to these Terms and Conditions is governed by, and shall
be construed in accordance with, the laws of the Province of Ontario, and the Federal laws of Canada.
You may be subject
to other local, provincial and national laws. You hereby irrevocably submit to the exclusive jurisdiction of the Courts of
the Province of Ontario for any dispute arising under or relating to this Agreement and waive your right to institute legal
proceedings in any other jurisdiction. We shall be entitled to institute legal proceedings in connection with any matter arising
under this Agreement in any jurisdiction where you reside, do business or have assets.
Waiver
No waiver
of any of the provisions of these Terms and Conditions shall be deemed to constitute a waiver of any other provision nor shall
such a waiver constitute a continuing waiver unless otherwise expressly provided in writing duly executed by the party to
be bound thereby.
Entire Agreement
These Terms and Conditions represent the complete Agreement and understanding
between us with respect to the Service and supersede any other written or oral agreement. Note: Product names and terms used
throughout these Terms and Conditions are registered or pending trademarks of, or are licensed by, Topline. All other product
and/or brand or company names mentioned in these Terms and Conditions or otherwise in connection with the Service are the
trademarks of their respective owners. Trellix is a registered trademark and Web Gems is a trademark of Trellix Corporation,
a Web.com company.
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