IMPORTANT – PLEASE CAREFULLY READ AND UNDERSTAND THESE TERMS OF SERVICE BEFORE ACCESSING, USING, OR SUBSCRIBING OR PLACING AN ORDER TOPRATED.SYSTEMS OR OTHER OF OUR SITES WHICH LINK TO THESE TERMS.
THESE TERMS OF SERVICE CONTAIN DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITIES INCLUDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS THAT WAIVE YOUR RIGHT TO A COURT HEARING, RIGHT TO A JURY TRIAL, AND RIGHT TO PARTICIPATE IN A CLASS ACTION (SEE SECTIONS 1 & 13). ARBITRATION IS MANDATORY AND IS THE EXCLUSIVE REMEDY FOR ANY AND ALL DISPUTES UNLESS SPECIFIED BELOW IN SECTION 1 & 13. THESE TERMS FORM AN ESSENTIAL BASIS OF OUR AGREEMENT.
TERMS OF SERVICE AND USER AGREEMENT
1. Acceptance of Terms of Service
MaxiMedia LLC, dba Top Rated Home Pros, dba Top Rated Systems, dba Top Rated Health Pros, dba Top Rated Dental Pros, dba Top Rated Legal Pros, dba Top Rated Salon Pros, dba Top Rated Service Pros, and its officers, associates, sales and support staff, and independent contractors shall hereinafter collectively be referred to as “The Company”. TopRatedHomePros.com, TopRatedLegalPros.com, TopRatedDentalPros.com, TopRatedHealthPros.com, TopRatedSalonPros.com, TopRatedServicePros.com, TopRated.Systems, and app.TopRated.Systems shall hereinafter collectively be referred to as “The Site”. Any and all services we may offer shall hereinafter collectively be referred to as the “Services” and/or “Services” and/or “Service”.
The Company Terms of Service and Privacy Policy were updated as of March 26, 2024 and can be found at: http://TopRated.Systems/terms. You acknowledge and agree that it is your responsibility to periodically review this Site and these Terms of Service and that your continued use of The Site and The Company Services after such modifications will constitute acknowledgement and acceptance of the modified Terms.
BY ACCESSING THE SITE AND/OR CONDUCTING BUSINESS, IN ANY CAPACITY, WITH THE COMPANY, YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DISAGREE WITH ANY OF THE STATED TERMS OF SERVICE, YOU ARE PROHIBITED FROM WORKING WITH THE COMPANY IN ANY CAPACITY, USING THE COMPANY SERVICES, OR ACCESSING THE SITE. THESE TERMS OF SERVICE APPLY TO ALL USERS OF THE COMPANY, USERS OF THE SITE, INCLUDING USERS WHO USE SERVICES PROVIDED THROUGH THE SITE, USERS WHO DOWNLOAD THE TOP RATED SYSTEMS APP AND/OR THE TOP RATED HOME PROS APP, AND USERS WHO SIMPLY VIEW THE CONTENT ON OR AVAILABLE THROUGH THE SITE.
This “Terms of Service” section applies to all inquirers, clients, email recipients, and users of The Company and The Site, without exception, in place of service agreements, written fee agreements or engagement letters. These are our non-negotiable Policies and Terms of Service. By engaging The Company, you unconditionally agree to all of these. We permit no exceptions to this rule.
IMPORTANT: LIABILITY LIMITATION; EXCLUSIVE REMEDY.
IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM LOSS OF USE, LOSS OF DATA, PROFIT LOSS, THESE TERMS OF SERVICE OR YOUR USE OF THE SITE OR THE COMPANY SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES UNDER THIS PARAGRAPH IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY SET FORTH BELOW AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (A) BREACH OF CONTRACT, (B) BREACH OF WARRANTY, (C) NEGLIGENCE, (D) ERRORS AND OMMISSIONS, (E) DECEPTIVE TRADE PRACTICES(DTPA) AND/OR (F) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. Waiver of Consumer Rights (DTPA Waiver). YOU HEREBY WAIVE YOUR RIGHTS UNDER THE DECEPTIVE TRADE PRACTICES-CONSUMER PROTECTION ACT, SECTION 17.41 ET SEQ., BUSINESS & COMMERCE CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS. IF YOU DO NOT AGREE WITH ANY PART OF THESE TERMS OF SERVICE, OR YOU HAVE ANY DISPUTE OR CLAIM AGAINST THE COMPANY WITH RESPECT TO THESE TERMS OF SERVICE OR THE USE OF THE SITE OR THE COMPANY SERVICES, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES OF THE COMPANY.
BY USING THE SITE AND SERVICES OF THE COMPANY, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS OF SERVICE, PLEASE EXIT THE SITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE COMPANY, THE SITE, PRODUCTS, SERVICES, OR SERVICES AVAILABLE ON THE SITE OR BY THE COMPANY IS TO CEASE USING THE SITE AND/OR THOSE PARTICULAR PRODUCTS OR SERVICES.
2. Services
The Company provides a multitude of products integration and Services for users including, but not limited to, referrals of Service Providers to customers, back end systems for businesses, software as a service, website design, printing, and hosting services, which you may subscribe through The Site or direct through The Company independently contracted affiliate(s).
a. No Guarantee of Services
Although The Company works hard to provide quality Services, you understand and acknowledge that we cannot promise or guarantee specific results from using The Site or Services available on The Site or through The Company.
b. No Guarantee for Service Providers
The Company may assist users of The Site with scheduling appointments to speak with third-party “Service Providers”, hereafter referred to as “Service Providers”, to get quotes for services needed by users of The Site. Users of The Site understand and agree that their contact information (personally identifiable information “PII”) which may include their first and last name, email address, mailing address (including zip code), telephone and facsimile numbers, and other identifying information will be shared with Service Providers. You understand and agree that The Company is acting only as a scheduling and/or referral service and does not warrant or guarantee any work that may be performed by Service Providers. Service Providers are not affiliated with and do not work for The Company. It is the sole responsibility of users of The Site to qualify any Service Providers before entering in to any agreements to perform work to ensure that the Service Providers skills and experience are satisfactory for the work required by users of The Site. The Company does not warrant or guarantee any work provided by Service Providers. You are advised to confirm any warranties or guarantees offered by Service Providers prior to contracting out their services.
BY USING THE SITE OR THE COMPANY SERVICES, YOU AGREE THAT YOU INDEMNIFY AND HOLD THE COMPANY HARMLESS FROM ANY AND ALL LOSS AND/OR DAMAGES THAT MAY ARISE FROM CONTRACTING AND USING SERVICE PROVIDERS.
You are advised to always ask Service Providers for a current copy of their insurance before entering in to any agreements to perform work.
c. Website Design and Hosting Services
Any and all websites, domain names, creative designs, logos, Google My Business listings, Google Maps listings, or other digital products created by and/or provided by The Company, and/or services provided by The Company to you for your use shall hereinafter collectively be referred to as the “Websites”. You understand and agree that the Websites provided by The Company to you for your use are the Property of The Company. The Company reserves the right to change images or design templates on the Websites at any time. Any payments made by you to The Company for the Websites are payments for design fees and/or hosting fees only and are not payments for ownership or intellectual rights of the Websites. You agree and understand that all ownership and intellectual rights of the Websites are retained by The Company. If you did not pay a “design fee” for the Websites provided to you by The Company, The Company reserves the right to advertise sponsored links on the Websites at any time, and for any duration, in which The Company may receive compensation for the advertising. Recurring Monthly payments for hosting services will automatically be charged to you each month at the monthly rate you agreed upon when you made your first payment and are required to be paid to The Company each month and on time in order for you to use and/or have access to the Websites. In the event you miss a payment deadline or terminate or discontinue your payment for hosting services, The Company will retain the Websites and may, at its discretion, remove the Websites from the internet and/or resell the use and/or access of the Websites to another party. You understand and agree that all rights and ownership to the Websites are retained by The Company for its sole discretion of use.
The Websites provided by The Company to you for your use may not be 100% ADA compliant and you agree that you are solely responsible to use a service that will make The Websites provided to you ADA compliant, such as accessibe.com or other service, and that you will notify The Company immediately upon retaining the services of such company in order for us to include the correct code in to The Websites to ensure they are 100% ADA compliant. In the event of litigation or liability for The Websites ADA compliance, you agree to assume full responsibility.
d. Temporary Interruptions of Service
You understand and agree that temporary interruptions of The Site, The Websites, and/or Services may occur. You also understand and agree that we have no control over the third-party networks, servers, or service(s) that we may use to provide you with Services. You agree that the Services available on this Site and Services provided by The Company are provided “AS-IS” and that we assume no responsibility for the timeliness, deletion, mis-delivery, interruption, and/or failure of Services and/or failure to store any user data, communications, or personalization settings and you agree to not hold The Company liable for any loss or damages resulting in the interruption of The Websites and/or Services.
e. Right to Modify the Services
We reserve the right to implement new elements as part of the Services including changes that may affect the previous mode of operation of the Services. We believe that any such modifications will enhance the overall Services, but it is possible that your opinion may vary.
f. No Contingency on Future Releases and Improvements.
You understand that your purchase of the Services from The Company or on The Site is not contingent on the delivery by us of any future release of any functionality or feature, including without limited to, the continuation of a certain service beyond its current subscription term or third party services or dependent on any public comments we make, regarding any future functionality or feature.
3. Payment
a. Fees
If you choose to purchase one or more of the Services provided on The Site, you agree to pay all fees associated with the Services. Our monthly subscription may provide tiered pricing for different levels of Services and products based on the Services you choose to use. In addition to our monthly subscription services, you may purchase add-on services for a one-time fee or recurring subscription fees. The Company reserves the right to change fees for Service at any time by providing notice prior to your next bill via email to the email address you provided to The Company. If you disagree with the change in fees, you must cancel your Service prior to the next bill by contacting Customer Service or emailing your cancellation request to: Contact@Support.TopRated.Systems
Any charges incurred by your purchase or use of the Services, will be billed to the credit card we have on file. In the event you sign up for a Service that is ongoing and incurs recurring charges (such as a subscription), such charges will be billed in advance of service. You agree to provide us with accurate and complete billing information, including valid credit card information, your name, address and telephone number, and to provide us with any changes in such information within 10 days of the change.
b. Overdue Amounts and Cancellation of Service
If, for any reason, your credit card declines or otherwise refuses to pay the amount owed for the Services you have purchased, you agree that we may suspend or terminate performance of Services or delivery of products and may require you to pay any overdue amounts incurred (including any third-party chargeback fees or penalties) by other means acceptable to us. In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses.
In the event your Service is cancelled, you agree and understand that The Company may, at its discretion, delete any and all user data, communications, and/or personalization settings and that The Company is not responsible for loss of any and all user data, communications, and/or personalization settings.
c. All Subscriptions Non-refundable
Except as described below, all fees paid for the Services provided on our Site are non-refundable, and no prorated refunds or credits will be offered for partially used subscriptions. However, if we issue a refund or credit in one instance, we are under no obligation to issue the same refund or credit in the future.
4. The Site Conduct, Posting Policies & Third Party Websites
a. User-Created Content Guidelines
Your use of The Site is subject to all applicable laws and regulations, and you are solely responsible for any comments or posts you leave on or through The Site. By posting information on The Site, or by otherwise using any communications service, message board, newsgroup, social media postings, or other interactive service available on The Site, you agree that you will not post comments, messages, links, code or other information that:
1. is unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, tortious, invasive of another’s privacy, or includes graphic descriptions of sexual or violent content;
2. victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
3. infringes any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
4. consists of unsolicited advertising, junk or bulk email (also known as “spam”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
5. contains any form of malicious code, files, or programs that are designed or intended to disrupt, damage, or limit the functionality of any software, hardware, or telecommunications equipment or otherwise causes damage, or allows you to obtain unauthorized access to any data or other information of any third party;
6. breaches the security of, compromises or otherwise allows access to secured, protected or inaccessible areas of this Site, or attempts to gain access to other network or server via your account on this Site;
7. impersonates any person or entity, including any of our employees or representatives.
At our sole discretion, The Company may choose to unpublish or otherwise make not available for public viewing, any material we deem unnecessary for use of The Site.
b. User customization. The Company platform within The Site may be modified by users, incorporating the users’ name, logo, trademark, and color scheme into user’s individual access area within The Site, and/or by otherwise applying a user-built code on top of The Company platform. You are solely responsible for copyright, trademark or other intellectual property concerns connected with your customized look and feel of The Site. You acknowledge that you may not be able to customize The Site according to your unique branding to the extent that your customization would appear to be independently developed.
c. No Endorsement
The Company neither endorses nor assumes any liability for any material uploaded or submitted by users on any part of The Site. Although we do not pre-screen, police or monitor comments posted on The Site, we and our agents reserve the right to remove any and all postings that we feel do not comply with these Terms of Service and any other rules of user conduct for The Site, or are otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such postings.
The Company may publish content featuring testimonials of our users, and any views or opinions expressed in such posts are personal and do not constitute or imply any approval, sponsorship or endorsement of The Company.
d. Third-Party Sites and Information
The Site may redirect or link to other websites on the Internet, or may otherwise include references to information, products or services made available by unaffiliated third parties. While we make every effort to work with trusted, reputable providers, from time to time such sites may contain information, material or policies that some may find inappropriate or personally objectionable. You understand that we are not responsible for the service, accuracy, completeness, decency or legality of content hosted by third party websites, nor are we responsible for errors or omissions in any references made on those websites. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with The Site or party by The Company, or any warranty of any kind, either express or implied.
e. Promotions
From time to time, The Site may include advertisements offered by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products on The Site. Any such correspondence or promotions, including the delivery of and the payment for goods and services by those third parties, and any other terms, conditions, warranties or representations associated therewith, are solely between you and the advertiser. The Company assumes no liability, obligation or responsibility for any part of any such correspondence or promotion.
f. Electronic Communication
When you enroll in the Service, you must designate a primary email address that will be used for receiving electronic communication. To the extent that The Company maintains an online message center now or in the future, such exchange of communications shall be considered an electronic communication and may be utilized by The Company for providing you notices pursuant to these Terms of Service, as required by Applicable Law (as permitted) or generally regarding your Account(s) with The Company. We will NEVER send you email requesting confidential information such as account numbers, usernames, or passwords and you should NEVER respond to any email requesting such information. If you receive such an email purportedly from The Company or The Site, do not respond to the email and notify The Company immediately by emailing us at: Contact@Support.TopRated.Systems.
5. Commissions Program and Independent Affiliate Program
The Company may offer you an opportunity to become an independent affiliate (“Affiliate”), wherein you have the opportunity to earn additional money for The Company accounts that you sell to other users subject to your acceptance of the Affiliate Agreement and Terms. The Company reserves the sole and exclusive right to determine the amount of remuneration each Affiliate will receive in exchange for the Affiliate’s efforts. Affiliate commission is further discussed in the Affiliate Agreement and Terms. For avoidance of doubt, Affiliates are independent contractors and are not employees or agents of The Company. Affiliates have no authority to act on behalf of or bind The Company. Affiliates shall be solely and exclusively responsible for all costs and other expenses incurred. This Terms of Service in its entirety apply to Affiliates, and further govern the relationship between The Company and each Affiliate.
6. The Company Intellectual Property
a. Content
For purposes of these Terms of Service, “Content” is defined as any information, communications, software, published works, photos, video, graphics, music, sounds, or other material that can be viewed by users or people online, on The Site, or through The Company Services and is owned by The Company or its Affiliates.
b. Ownership of Content
By accepting these Terms of Service, you agree that all Content presented to you through The Company Services or on The Site is protected by any and all intellectual property and/or other proprietary rights available within the United States and is the sole property of The Company or its Affiliates.
All custom graphics, icons, logos and service names may be registered trademarks, trademarks or service marks of The Company or its Affiliates. All other trademarks or service marks may be the property of their respective owners. Nothing in these Terms of Service grants you any right to use any trademark, service mark, logo, and/or the name of The Company or its Affiliates.
A third party website may feature our logos or trademarks, with or without authorization. Our logos or trademarks featured in any third party website do not constitute or imply any approval, sponsorship or endorsement of The Company.
Certain ideas, software and processes incorporated into the Services available on this Site or through The Company Services may be protected by patent applications pending in the United States, and we intend to prepare and file additional patent applications in selected foreign jurisdictions.
c. Limitations on Use of Content
You may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any content from The Site, The Company Services, or Websites in any form or by any means whatsoever without prior written permission from The Company. Any unauthorized use of The Site, The Company Services, or Websites content violates our intellectual property interests and could result in criminal or civil penalties.
d. No warranty for Third-Party Infringement
Neither The Company or our Affiliates warrant or represent that your use of materials displayed on, or obtained through, The Site will not infringe the rights of third parties.
7. Content You Create
a. Your Intellectual Property Rights
You grant The Company and our applicable third parties to use your data as necessary to provide the Services to you and as permitted by this Terms of Service Agreement and our Privacy Policy. If you are using the Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so. Subject to the limited license granted, we acquire no right, title or interest from you or your licensors under this Terms of Service Agreement.
We respect the intellectual property rights of others, and we ask you to do the same. In instances where we are notified of alleged infringement, The Company or User Content through our Designated Agent, a decision may be made to remove access or disable access to such materials, in compliance with the safe harbor provisions of the Digital Millennium Copyright Act,17 U.S.C. § 512(c). We may also make a good faith attempt to contact the person who submitted the affected material so that they may make a counter-notification.
If you believe that you or someone else’s copyright has been infringed by The Company or User Content provided on The Site, you (or the owner or rights holder, collectively, “Rights Holder”) should send notification to our Designated Agent immediately. Prior to sending us notice, the Rights Holder may wish to consult a lawyer to determine their rights and legal obligations under the DMCA and any other applicable laws. Nothing here or anywhere on The Site is intended as a substitute for qualified legal advice. To file a Notice of Infringing Material, we ask that the Rights Holder provide the following information:
1. Reasonably sufficient details about the nature of the copyrighted work in question, or, in the case of multiple alleged infringements, a representative list of such works. This should include, title(s), author(s), any U.S. Copyright Registration number(s), URL(s) etc.;
2. Reasonably sufficient details to enable us to identify and locate the material that is allegedly infringing the Rights Holders’ work(s) (for example, file name or URL of the page(s) that contain(s) the material);
3. The Rights Holder’s contact information so that we can contact them (including for example, the Rights Holder’s address, telephone number, and email address);
4. A statement that the Rights Holder has a good faith belief that the use of the material identified above in 2 is not authorized by the copyright owner, its agent, or the law;
5. A statement, under penalty of perjury, that the information in the notification is accurate and that the Rights Holder is authorized to act on behalf of the copyright owner; and
6. The Rights Holder’s electronic signature.
Notice may be sent to:
By e-mail: Contact@Support.TopRated.Systems
b. Counter-Notification
If material that you have posted to The Site has been taken down, you may file a counter-notification that contains the following details:
1. 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 to it was disabled;
2. 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 of the material in question;
3. Your name, address and telephone number;
4. A statement that you consent to the jurisdiction of federal district court in the federal district court in the State of Texas and that you will accept service of process from the person who provided notification in compliance with section 512 (c)(1)(C) of the DMCA, or an agent of such person.
5. Your physical or electronic signature.
c. Notice may be sent to:
By e-mail: Contact@Support.TopRated.Systems
You also acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, The Company may temporarily or permanently remove the identified materials from The Site without liability to you or any other party.
d. Submission of Ideas
The Site may include a platform through which users may submit ideas to use for new products, services and/or related features (each, an “Idea”). By submitting an idea to The Company, you agree to the following unless we have mutually agreed in writing otherwise:
1. You are submitting your Idea to The Company on a voluntary, non-confidential and gratuitous basis;
2. You grant The Company and its designees a perpetual, irrevocable, non-exclusive, fully-paid up and royalty-free license to use any Idea you submit to The Company without restrictions or payment or other consideration of any kind, or permission or notification to you or any third party. The license includes, without limitation, the irrevocable right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license the Idea, and all rights therein, in the name of The Company or its designees throughout the universe in perpetuity in any and all media now or hereafter known;
3. The Company may already be working on the same or a similar Idea, that it may have received a similar or identical Idea from other sources;
4. To the best of your knowledge, the Idea represents your own original work, you have all necessary rights to disclose the Idea to The Company, and neither your disclosure of the Idea nor The Company’s review and/or use of the Idea will infringe upon the rights of any other individual or entity;
5. Disclosing your Idea to The Company does not establish a confidential relationship or obligate The Company to treat the Idea as confidential;
6. The Company has no obligation to develop or use your Idea and does not owe you or anyone else any compensation for any use of your Idea or any Ideas that are related to or derived from your Idea;
7. The Company assumes no obligation with respect to any Idea unless and until it enters into a written contract with you, and then only as expressed in such written contract;
8. If your Idea is the subject of a patent that is pending or has been issued, you have or will disclose that fact to The Company. The Company acknowledges that to the extent you hold a patent in the Idea, no license under any patent is granted herein to The Company;
9. Any license to use a patented Idea shall be in the form of a written contract, and The Company’s obligations shall be limited to only those in such written contract;
10. The Company is not obligated to review your Idea, give reasons for rejecting your Idea, or disclose any activities that are related to the subject matter of your Idea;
11. You will not construe The Company’s review of your Idea, or any discussion, negotiations or offer between yourself and The Company relating to the possible purchase or license of your Idea, as recognition of the novelty, originality, priority, other rights, or value of your Idea, and The Company’s discussions or negotiations with you will not in any way impair The Company’s right to contest the validity or infringement of your rights;
12. You hereby irrevocably release and forever discharge The Company from any and all actions, causes of actions, claims, damages, liabilities and demands, whether absolute or contingent and of any nature whatsoever, which you now have or hereafter can, shall or may have against The Company or its respecting successors and assigns with respect to the Idea, including without limitation in respect of how The Company directly or indirectly uses the Idea, with the sole exception in respect of the foregoing release and discharge being your right to bring a claim of patent infringement; and
13. You agree that you are responsible for the content of the Idea and further agree (at The Company’s option and at your sole expense) to defend, indemnify, and hold The Company harmless from any and all actions, claims, and liabilities, demands, whether absolute or contingent and of any nature whatsoever, damages, losses, costs, fees, fines or expenses, including reasonable attorneys’ fees, which The Company may incur as a result of, use of, or are related to your Idea and anything contained therein in accordance with these Terms of Service.
8. Privacy & Security
a. Login Required
In order to access some of the Services on The Site, you may be asked to set up an account and password. Our account registration page requests certain personal information from you (“Registration Info”). You will have the ability to maintain and periodically update your Registration Info as you see fit. By registering, you agree that all information provided by you as Registration Info is true and accurate and that you will maintain and update this information as required in order to keep it current, complete and accurate.
b. Passwords & Security
If you register for an account on The Site, you agree that you are responsible for maintaining the security and confidentiality of your password, and that you are fully responsible for all activities or charges that are incurred under your account. Therefore, you must take reasonable steps to ensure that others do not gain access to your password and account. The Company will never ask you for your password.
c. Disclosure to Third Party Affiliates
Subject to our Privacy Policy (http://TopRated.Systems/terms), you hereby grant us the right to disclose to third parties certain Registration Info about you.
d. Non-Transferability of User Account
User Accounts are non-transferable, and all users are obligated to take preventative measures to prohibit unauthorized users from accessing The Site with his or her password. You may not assign these Terms of Service, in whole or in part, or delegate any of your responsibilities hereunder to any third party. Any such attempted assignment or delegation will not be recognized by The Company unless acknowledge by The Company in writing. The Company has no obligation to provide you with written acknowledgment. The Company may, at any time and in its sole discretion, assign these Terms of Service, in whole or in part, or delegate any of our rights and responsibilities under these Terms of Service to any third party or entity.
9. Data Stored on Our Servers or Third Party Servers
a. Data Policy
Subject to our Privacy Policy (http://TopRated.Systems/terms), you agree that The Company has no responsibility or liability for the deletion or failure to store any content maintained or transmitted on or through The Site or The Company Services. You acknowledge that The Company reserves the right to remove or terminate accounts which have not paid a subscription fee, that remain inactive for longer than 2 months, or in cases where you have violated one or more terms of this Terms of Service Agreement.
b. Temporary Interruptions, Hackers, and Loss of Data
You understand and agree that temporary interruptions of The Site and/or Services may occur. You also understand and agree that The Company has no control over the third-party networks or service(s) that The Company may use to provide you with Services. You agree that the Services available on this Site or through The Company Services are provided “AS-IS” and that we assume no responsibility for the timeliness, deletion, mis-delivery, interruption, and/or failure to store any user data, communications, or personalization settings.
Due to the rise in website hacking, viruses, and ransomware, you understand and agree that no website, stored data, data transmission over the Internet, or any wireless network can be guaranteed to be 100% secure. As a result, you acknowledge that: (a) there are security and privacy limitations inherent to the Internet which are beyond the control of The Company; and (b) the security, integrity and privacy of any and all information and data exchanged between you and The Company through The Site and/or email is not guaranteed.
YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE COMPANY, THE SITE, PRODUCTS, SERVICES, LOSS OF DATA, BREACH OF DATA, OR ANY OTHER SERVICES AVAILABLE ON THE SITE OR BY THE COMPANY IS TO CEASE USING THE SITE AND/OR THOSE PARTICULAR PRODUCTS OR SERVICES.
10. Recorded Calls and Conversations
Use of The Site or Services may allow you to record phone calls and messages. You understand and agree that you are responsible for understanding the laws of your state and/or country concerning recorded conversations and that you will abide by such laws and take full legal and financial responsibility for breaking such laws. You agree to turn off the call recording feature or add the necessary disclaimers to persons on the call notifying them that the call is being recorded prior to conducting the conversation in states and/or countries where this is required.
11. Termination of Use
a. Services and Services Subscriptions
Services and Services Subscriptions will take effect (or shall re-take effect) at the time you click “ACTIVATE MY ACCOUNT NOW,” “PAY NOW,” “ORDER NOW”, “SUBMIT”, “BUY NOW”, “PURCHASE”, “I ACCEPT”, “I AGREE” or similar links or buttons, begin installing, accessing, or using the Websites or The Company Services, complete a purchase, select a method of payment, and/or enter in payment method information, whichever is earliest.
b. Grounds for Termination
You agree that The Company may, at our sole discretion, terminate or suspend your access to all or part of The Site or Services with or without notice and for any reason, including, without limitation, breach of these Terms of Service. Any suspected fraudulent, abusive or illegal activity may be grounds for barring your access to The Site or Services, and reporting you to the proper authorities, if necessary. Upon termination, you remain responsible for any outstanding payments to The Company.
c. No Right to Services Upon Termination
Upon termination and regardless of the reason(s) motivating such termination, your right to use the Services will immediately cease. The Company shall not be liable to you or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by The Company in connection therewith.
d. How to Terminate or Make Adjustments
If you, for any reason, would like to terminate your access to Services or The Site or make adjustments, The Company requires written notice at least 30 days before your next billing date.
e. No Termination by Third Party Users
The Company has limited access to subscriptions not directly purchased from The Company. Any user who has been given access to The Site or Services by any party other than The Company, must contact the party who originally provided access to The Site or Services for any inquiries related to termination.
12. Disclaimer
ALL CONTENT AND SERVICES OF THE COMPANY ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, THE COMPANY MAKES NO WARRANTY THAT (A) THE CONTENT OR SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE CONTENT, SERVICES OR THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CONTENT OR SERVICES OFFERED WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY CONTENT OR SERVICES PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM THE COMPANY OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.
THE SITE OR SERVICES COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE CONTENT, SERVICES, OR THE SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS OR SERVICES LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE CONTENT OR PRODUCTS AVAILABLE ON THE SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH CONTENT OR PRODUCTS.
THE USE OF THE SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY PRODUCTS OR CONTENT THROUGH THE SITE OR THE COMPANY IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.
Through your use of The Site and/or Services, you may have the opportunities to engage in commercial transactions with other users and vendors. You acknowledge that all transactions relating to any products or services provided by any third party, including, but not limited to the purchase terms, payment terms, warranties, guarantees relating to such transactions, are solely between the seller of such merchandise and you.
WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH A THIRD PARTY, OR IN CONNECTION WITH THE SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY SERVICES OR CONTENT AVAILABLE ON OR THROUGH THE SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY THE COMPANY OR ANY OF OUR AFFILIATES.
WE RESERVE THE SOLE RIGHT TO EITHER MODIFY OR DISCONTINUE THE SITE AND/OR SERVICES, INCLUDING ANY SERVICES OR FEATURES THEREIN, AT ANY TIME WITH OR WITHOUT NOTICE TO YOU. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHOULD WE EXERCISE SUCH RIGHT. MODIFICATIONS MAY INCLUDE, BUT ARE NOT LIMITED TO, CHANGES IN THE PRICING STRUCTURE, THE ADDITION OF FREE OR FEE-BASED SERVICES. ANY NEW FEATURES THAT AUGMENT OR ENHANCE THE THEN-CURRENT SERVICES ON THE SITE SHALL ALSO BE SUBJECT TO THESE TERMS OF SERVICE.
13. Limitation of Liability, Indemnification, Dispute Resolution, and Class Action Waiver
IMPORTANT: LIABILITY LIMITATION; EXCLUSIVE REMEDY.
IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM LOSS OF USE, LOSS OF DATA, PROFIT LOSS, THESE TERMS OF SERVICE OR YOUR USE OF THE SITE OR THE COMPANY SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES UNDER THIS PARAGRAPH IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY SET FORTH BELOW AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (A) BREACH OF CONTRACT, (B) BREACH OF WARRANTY, (C) NEGLIGENCE, (D) ERRORS AND OMMISSIONS, (E) DECEPTIVE TRADE PRACTICES(DTPA) AND/OR (F) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. Waiver of Consumer Rights (DTPA Waiver). YOU HEREBY WAIVE YOUR RIGHTS UNDER THE DECEPTIVE TRADE PRACTICES-CONSUMER PROTECTION ACT, SECTION 17.41 ET SEQ., BUSINESS & COMMERCE CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS. IF YOU DO NOT AGREE WITH ANY PART OF THESE TERMS OF SERVICE, OR YOU HAVE ANY DISPUTE OR CLAIM AGAINST THE COMPANY WITH RESPECT TO THESE TERMS OF SERVICE OR THE USE OF THE SITE OR THE COMPANY SERVICES, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES OF THE COMPANY.
FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY PROMISES REGARDING OUR SERVICES OR CONTENT OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS WITH THE THIRD PARTY THROUGH THIS SITE OR SERVICES, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.
BY USING THE SITE AND SERVICES OF THE COMPANY, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS OF SERVICE, PLEASE EXIT THE SITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE COMPANY, THE SITE, PRODUCTS, SERVICES, OR SERVICES AVAILABLE ON THE SITE OR BY THE COMPANY IS TO CEASE USING THE SITE AND/OR THOSE PARTICULAR PRODUCTS OR SERVICES.
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE COMPANY AND OUR AFFILIATES AGAINST ALL DEMANDS, CLAIMS, ACTIONS, PROCEEDINGS, DAMAGES, LIABILITIES, LOSSES, FEES, COSTS OR EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY’S FEES AND THE COST OF ANY INVESTIGATION) DIRECTLY OR INDIRECTLY ARISING FROM OR IN ANY WAY CONNECTED WITH: (1) USE OR RELIANCE ON INFORMATION OR DATA SUPPLIED OR TO BE SUPPLIED BY YOU; (2) ANY BREACH OF OR DEFAULT UNDER THE TERMS OF SERVICE OR CONDITIONS OF THIS AGREEMENT BY YOU; (3) THE WRONGFUL USE OR POSSESSION OF ANY PROPERTY OF THE COMPANY BY YOU; (4) ANY NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY YOU OR YOUR EMPLOYEES OR AGENTS; AND/OR (5) ANY DISPUTES BETWEEN (i) YOU AND OTHER USERS (ii) YOU AND YOUR CLIENT(S) AND /OR (iii) YOUR CLIENTS.
DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THIS ARBITRATION PROVISION CAREFULLY TO UNDERSTAND YOUR AND YOUR BUSINESS’ RIGHTS. EXCEPT WHERE PROHIBITED BY LAW, YOU AND YOUR BUSINESS AGREE THAT ANY CLAIM THAT YOU OR YOUR BUSINESS MAY HAVE IN THE FUTURE MUST BE RESOLVED THROUGH FINAL AND BINDING CONFIDENTIAL ARBITRATION. YOU ACKNOWLEDGE AND AGREE THAT YOU AND YOUR BUSINESS ARE WAIVING THE RIGHT TO A TRIAL BY JURY. THE RIGHTS THAT YOU AND YOUR BUSINESS WOULD HAVE IF YOU WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST. YOU AGREE THAT YOU AND YOUR BUSINESS MAY ONLY BRING A CLAIM IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF (LEAD OR OTHERWISE) OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU FURTHER AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OR CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES), AND MUST FOLLOW THESE TERMS AS A COURT WOULD.
If you have a complaint, dispute, or controversy, you agree to first contact us at Contact@Support.TopRated.Systems to attempt to resolve the dispute or controversy informally. Any controversy or claim arising out of or related to the use of The Company, Services, the Websites, any product, service, or software, these Terms, the Privacy Statement, the DPA, the Affiliate Agreement, or your relationship with us that cannot be resolved through such informal process or through negotiation within one hundred and twenty (120) days shall be resolved by binding, confidential arbitration administered by the American Arbitration Association (“AAA”), and judgment on the award rendered may be entered in any court having jurisdiction thereof. We agree that any claim we may have against you or your business will also be subject to this arbitration provision. The arbitration will be conducted by a single neutral arbitrator in the English language in Harris County, Texas, unless we both agree to conduct the arbitration by telephone or written submissions. The arbitrator shall be selected by agreement of the parties or, if the parties cannot agree, chosen in accordance with Rules of the AAA. The arbitration will be conducted in accordance with the provisions of the AAA’s Commercial Arbitration Rules and Procedures, in effect at the time of submission of the demand for arbitration. The AAA’s Rules are available at www.adr.org. The arbitrator shall have the exclusive and sole authority to resolve any dispute relating to the interpretation, construction, validity, applicability, or enforceability of these Terms of Service, the Privacy Statement, the DPA, this arbitration provision, and any other terms incorporated by reference into these Terms. The arbitrator shall have the exclusive and sole authority to determine whether any dispute is arbitrable. The arbitrator shall have the exclusive and sole authority to determine whether this arbitration agreement can be enforced against a non-signatory to this agreement and whether a non-signatory to this agreement can enforce this provision against you or The Company.
Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s Rules. In all other respects, the parties shall each pay their own additional fees, costs, and expenses, including, but not limited to, those for any attorneys, experts, documents, and witnesses.
The arbitrator shall follow the substantive law of the State of Texas without regard to its conflicts of laws principles. Any award rendered shall include a confidential written opinion and shall be final, subject to appeal under the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
You and The Company agree that disputes will only be arbitrated on an individual basis and shall not be consolidated, on a class wide, representative basis, or with any other arbitration(s) or other proceedings that involve any claim or controversy of any other party. You and The Company expressly waive any right to pursue any class or other representative action against each other.
Failure or any delay in enforcing this arbitration provision in connection with any particular claim will not constitute a waiver of any rights to require arbitration at a later time or in connection with any other claims except that all claims must be brought within 1 year after the claim arises (the 1 year period includes the one hundred and twenty (120) day informal resolution procedures described above).
This arbitration provision sets forth the terms and conditions of our agreement to final and binding confidential arbitration and is governed by and enforceable under the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended.
This provision survives termination of your account or relationship with The Company. If the class action waiver is deemed unenforceable (i.e., unenforceability would allow arbitration to proceed as a class or representative action), then this entire arbitration provision shall be rendered null and void and shall not apply. If a portion of this arbitration provision (other than the class action waiver) is deemed unenforceable, the remaining portions of this arbitration provision shall remain in full force and effect.
YOU UNDERSTAND THAT YOU AND YOUR BUSINESS WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE YOUR CASE, AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION. HOWEVER, YOU UNDERSTAND AND AGREE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY AND ONLY THROUGH BINDING, FINAL, AND CONFIDENTIAL ARBITRATION IN ACCORDANCE WITH THIS ARBITRATION PROVISION.
14. The Company’s Additional Remedies
In order to prevent or limit irreparable injury to The Company, in the event of any breach or threatened breach by you of the provisions of this Terms of Service Agreement or any infringement or threatened infringement by you of the intellectual property of The Company or a third-party, The Company shall be entitled to seek a temporary restraining order and preliminary and permanent injunctions or other equitable relief from a court of competent jurisdiction located in Harris County, Texas restraining such breach, threatened breach, infringement, or threatened infringement. Nothing in this Agreement shall be construed as prohibiting The Company from pursuing in court any other remedies available to it for such breach, threatened breach, infringement, or threatened infringement, including the recovery of monetary damages from you and your business. You and your business hereby irrevocably consent to the exclusive personal jurisdiction of, and exclusive venue in, the courts of Harris County, Texas for all such claims, and forever waive any challenge to said courts’ exclusive jurisdiction or venue.
15. Notice and Takedown Procedures; Copyright Act
If you believe that materials or content available on the Website infringes any copyright you own, you or your agent may send The Company a notice requesting that The Company remove the materials or content from the Website. If you believe that someone has wrongly filed a notice of copyright infringement against you, you may send The Company a counter-notice. Notices and counter-notices should be sent by e-mail to Contact@Support.TopRated.Systems.
16. Changes to the Terms of Service Agreement
You can review the most current version of the Terms of Service at any time at https://toprated.systems/terms. We reserve the right, at our sole discretion, to update, change or replace any part of the Terms of Service Agreement, including the Privacy Statement, Affiliate Agreement, or DPA by posting updates and changes to The Company Website. It is your responsibility to check The Company Website or https://toprated.systems/terms periodically for changes. Your continued use of or access to The Company Services or Websites following the posting of any changes to the Terms of Service Agreement constitutes acceptance of those changes.
17. Your Additional Representations and Warranties
You hereby further represent and warrant: (1) that you are at least eighteen (18) years of age, or the legal age of majority in your jurisdiction, whichever is greater; (2) that you own, operate, and/or have the right to bind the business for which you are using The Company Services; (3) have read this Terms of Service Agreement and thoroughly understand and agree to the terms contained in this Terms of Service Agreement; and (4) that you will not resell, re-distribute, or export any product or Service that you order from The Company. You further represent that The Company has the right to rely upon all information provided to The Company by you, and The Company may contact you, your business, and any subaccounts you create by email, telephone, or postal mail for any purpose, including but not limited to (i) follow-up calls, (ii) satisfaction surveys, and (iii) inquiries about any orders you placed, or considered placing, on or through The Company Services or Website.
You further represent and warrant that there are no prior or pending government investigations or inquiries of, or prosecutions against you, or any business related to you, by the Federal Trade Commission, any other federal or state governmental agency, or any industry regulatory authority, anywhere in the world, nor any prior or pending private lawsuits against you. If at any time during the life of the Terms of Service or Affiliate Agreement you, or any business related to you, becomes the subject of a government investigation, inquiry, or prosecution by the Federal Trade Commission, any other federal or state governmental agency, or any industry regulatory authority anywhere in the world, or the subject of any lawsuit, you will notify The Company of the same within twenty-four (24) hours. The Company, at its sole discretion, may terminate the Terms of Service or Affiliate Agreement based on any investigation, proceeding, or lawsuit identified pursuant to this paragraph or otherwise discovered by The Company without incurring any obligation or liability to you.
18. Miscellaneous Provisions
a. Privacy
Personally identifiable information or aggregate information that you provide will be handled in accordance with The Company’s Privacy Policy (http://TopRated.Systems/terms).
When you provide access to The Site to any other parties, i.e. your client(s), you must implement and enforce your own Privacy Policy, providing the level of protection at least equal to that provided to you by The Company. You must obtain consent from your client(s), affirmatively acknowledging that your client(s) agree(s) to be bound by your privacy policy.
b. International Use
Although The Site may be accessible worldwide, we make no representation that materials on The Site are appropriate or available for use in locations outside the United States. Those who choose to access The Site from other locations do so on their own initiative and at their own risk. If you choose to access The Site from outside the United States, you are responsible for compliance with local laws in your jurisdiction, including but not limited to, the taxation of products purchased over the Internet. Any offer for any product, Services, and/or information made in connection with The Site is void where prohibited.
c. Governing Law
The Site (excluding any Third Party websites) is controlled by The Company from our offices in Texas, and the statutes and laws of Texas shall be controlling, without regard to the conflicts of laws principles thereof. You agree and hereby submit to the exclusive personal jurisdiction and venue to Houston, Texas or appropriate federal/state court of Texas with respect to such matters controlled by that court.
d. How to Send Notices to The Company
All notices to a party shall be in writing and shall be made via email. Notices to The Company must be sent to the attention of Customer Service at: Contact@Support.TopRated.Systems.
You agree to allow us to submit notices to you either through the email address provided, or to the address we have on record. Any notices or communication under these Terms of Service will be deemed delivered to the party receiving such communication (1) on the delivery date if delivered personally to the party; (2) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (3) five business days after the mailing date, if sent by U.S. mail, return receipt requested; or (4) on the delivery date if transmitted by confirmed email.
e. Force Majeure
In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products and Services available through The Site arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, website hacking, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.
f. Savings Clause
If any part of these Terms of Service is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
g. No Waiver
Any failure by The Company to enforce or exercise any provision of these Terms of Service or related rights shall not constitute a waiver of that right or provision.
h. Entire Agreement
These Terms of Service constitute the entire agreement and understanding between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto. These Terms of Service may NOT be altered, supplemented, or amended by the use of any other document(s). To the extent that anything in or associated with The Site is in conflict or inconsistent with these Terms of Service, these Terms of Service shall take precedence.
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PRIVACY POLICY
This Privacy Policy discloses the privacy practices for The Company and The Site, as well as related products and services The Company may offer to you (the “Service”). This Privacy Policy also covers how personal and other information that we receive or collect about you and your clients (“Clients”) is treated. Please read the information below to learn the following regarding your use of The Site.
IMPORTANT: BY USING THE SITE AND/OR OFFERINGS AVAILABLE ON THE SITE, YOU GIVE YOUR CONSENT THAT ALL PERSONAL DATA THAT YOU SUBMIT MAY BE PROCESSED BY THE COMPANY IN THE MANNER AND FOR THE PURPOSES DESCRIBED BELOW. IF YOU DO NOT AGREE TO THESE PRIVACY POLICY TERMS, DO NOT USE THE SITE.
1. Types of Information We Collect
In order to better provide you with our Service, The Company may collect two types of information about our users: Personally Identifiable Information (“PII”) and Aggregate Information.
Personally Identifiable Information: This refers to information that lets The Company know the specifics of who you are. When you engage in certain activities on The Site, such as registering for an account, downloading or purchasing a product or service, submitting content and/or posting content in a public forum on The Site, or sending The Company feedback, The Company may ask you to provide certain information about yourself.
Examples of PII may include your first and last name, email address, mailing address (including zip code), employer, job title and department, telephone and facsimile numbers, and other identifying information. When ordering products or services on The Site, you may be asked to provide a credit card number.
Aggregate Information: This refers to information that does not by itself identify a specific individual. The Company may gather certain information about you based upon where you visit on The Site and what other sites may have directed you to us. This information, which is collected in a variety of different ways, is compiled and analyzed on both a personal and an aggregated basis. This information may include the Website’s Uniform Resource Locator (“URL”) that points to the site you just came from, which URL you go to after visiting our Site, what browser you are using, and your Internet Protocol (“IP”) address.
2. How We Collect and Use Information
You may be required to provide certain PII to us when you elect to use certain products or services available on The Site. These may include: (a) requesting a quote from one of The Company’s third-party service providers; (b) registering for an account on The Site; (c) uploading individual transaction data obtained from your third-party invoicing or accounting applications (for example, “QuickBooks,” “Xero,” “Clio” etc.); (d) uploading user generated content and other information uploaded to The Site; (e) sending The Company an email message; (e) submitting a form or transmitting other information by telephone or letter; or (f) submitting your credit card or other payment information when ordering and purchasing products and services on The Site.
The Company will use your PII to provide product or service offerings to you and will provide your PII to third-party service providers in order to fulfill your request. The Company will also use certain forms of PII to enhance the operation of The Site, improve our internal marketing and promotional efforts, statistically analyze The Site use, improve our product and service offerings, and customize The Site’s content, layout, and services. The Company may use certain information about you without identifying you as an individual to third parties. The Company may do this for purposes such as analyzing how the Service is used, diagnosing service or technical problems, maintaining security, and personalizing content. The Company may also use PII to deliver information to you and to contact you regarding administrative notices. Finally, The Company may use your PII to resolve disputes, troubleshoot problems and enforce our agreements with you, including our Site Terms of Service, and this Privacy Policy.
The Company may also collect or our third party advertising partners may collect, certain Aggregate Information. For example, The Company may use your IP address to diagnose problems with our servers, software, to administer The Site and to gather demographic information. Our third party advertising partners may also provide The Company with aggregate, but not individual, reports that will tell us how many ads were presented and clicked upon at The Site.
3. Cookies
Depending on how you use The Site, we will store cookies on your computer in order to collect certain aggregate data about our users and to customize certain aspects of your specific user experience. A cookie is a small data text file which is stored on your computer that uniquely identifies your browser. Cookies may also include more personalized information, such as your IP address, browser type, the server your computer is logged onto, the area code and zip code associated with your server, and your name to welcome you back to The Site. The Company may use cookies to perform tasks such as: monitoring aggregate site usage metrics, storing and remembering your passwords (if you allow us to do so), storing account and advertising preferences that you have set, and personalizing the Services we make available to you.
Most browsers are initially set up to accept cookies, but you can reset your browser to refuse all cookies or to indicate when a cookie is being sent. However, some aspects of The Site may not function properly if you elect to disable cookies.
4. Release of Information
The Company provides some of our product and service offerings through contractual arrangements made with affiliates, service providers, partners and other third parties (“Service Partners”). The Company and third-party Service Providers may need to use your PII in order to perform tasks between our respective sites, or to deliver products or services to you. For example, we may release your credit card information to the card-issuing bank to confirm payment for products and services purchased on The Site; release your address information to the delivery service to deliver products that you ordered; and provide order information to third parties that help The Company provide customer service.
The use of your PII by third-party Service Providers is governed by the respective privacy policies of those providers, and is not subject to our control. Except as otherwise discussed in this Privacy Policy, this document only addresses the use and disclosure of information The Company collects from you. Other Sites accessible through The Site, including our Advertising and Service Providers, have their own privacy policies and data collection, use and disclosure practices. Please consult each site’s privacy policy. We are not responsible for the policies or practices of third parties.
Occasionally we may be required by law enforcement or judicial authorities to provide PII to the appropriate governmental authorities. In such cases, we will disclose PII upon receipt of a court order, subpoena, or to cooperate with a law enforcement investigation. We fully cooperate with law enforcement agencies in identifying those who use our services for illegal activities. We reserve the right to report to law enforcement agencies any activities that we in good faith believe to be unlawful.
We may also provide PII and Aggregate Information about our customers’ sales, traffic patterns, and related Site information to third party advertisers.
5. Updating and Correcting Information
You may change any of your PII in your account online at any time by linking to your account in accordance with instructions posted elsewhere on The Site.
We encourage you to promptly update your PII if it changes. You may ask to have the information on your account deleted or removed; however, some information, such as past transactions, logs of technical support calls, or other information may not be deleted. In addition, it may be impossible to completely delete your information without some residual information because of backups.
6. User Choices on Collection and Use of Information
The Company may, from time to time, send you email regarding new products and services that we feel may interest you. In addition, if you indicated upon registration that you are interested in receiving offers or information from us and our partners, we may occasionally call or send you direct mail about products and services that may be of interest to you. If you do not want to receive solicitations from us, you can “opt-out” by accessing your account online editing your account information to no longer receive such offers and mailings.
You also have choices with respect to cookies, as described above. By modifying your browser preferences, you have the choice to accept all cookies, to be notified when a cookie is set, or to reject all cookies. If you choose to reject all cookies some parts of The Site may not work properly in your case.
7. Security of Your PII
We keep collected information: only for as long as reasonably necessary and use it only for the purposes for which it was collected or to comply with any applicable legal or ethical reporting or document retention requirements.
In order to most effectively serve you, credit card transactions and order fulfillment are handled by established third party banking institutions and processing agents (such as e.g. Stripe). They receive the information needed to verify and authorize your credit card or other payment information and to process and ship your order.
Due to the rise in website hacking, viruses, and ransomware, you understand and agree that no website, stored data, data transmission over the Internet, or any wireless network can be guaranteed to be 100% secure. As a result, while we strive to protect your PII, you acknowledge that: (a) there are security and privacy limitations inherent to the Internet which are beyond the control of The Company; and (b) the security, integrity and privacy of any and all information and data exchanged between you and The Company through The Site and/or email is not guaranteed.
Also, as we have no control or ability to monitor the security of your device, you should take measures reasonably available to secure your device as well.
In the event we are made aware that PII is compromised as a result of a breach of security, The Company will promptly notify those persons whose PII has been compromised, in accordance with the notification procedures set forth in this Privacy Policy, by email, or as otherwise required by applicable law. You agree to immediately notify us and your Clients if you have experienced a breach of security on your device which may have affected the security of The Site or Service.
8. Miscellaneous
You must be at least 18 years old to have our permission to use The Site. By agreeing to Our Terms of Service and Our Privacy Policy, you are hereby confirming that you are at least of 18 years old. Our policy is that we do not knowingly collect, use or disclose PII about minor visitors.
You should also be aware that when Personally Identifiable Information is voluntarily disclosed (i.e. your name, email address, etc.) in the discussion forums or other public areas on The Site, that information, along with any information disclosed in your communication, can be collected and used by third parties and may result in unsolicited messages (including unwanted spam messages) from third parties. Such activities are beyond our control and this Policy does not apply to such information. Please consult The Site Terms of Service Agreement for our Site Conduct policies.
If you have any questions, concerns or inquiries about our Privacy Policy, or our use of your PII, or our privacy practices, you can also reach our Privacy Compliance Officer by sending written correspondence to:
Email: Contact@Support.TopRated.Systems
Attn: Privacy Compliance Officer
9. GDPR: European or UK data subjects
Our clients use the The Company software to collect and process the personal data of individuals, which may include individuals in the EU and/or the UK. In particular, they use the software to manage their marketing lists and campaigns, which includes the processing of the personal data of their customers.
For the purposes of the GDPR (and the UK GDPR) The Company acts as a processor of the personal data of data subjects. The controller of the data subjects’ personal data is either our client, or the customers of our client.
We only process such personal data in accordance with the instructions of our client and in compliance with our obligations as a processor. We ensure that a data processing agreement is entered into between us and our client in order to ensure that appropriate safeguards are in place.
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