TERMS OF USE

Last Updated:  April 20, 2011

Welcome to TopsThat.com. These Terms of Use and any documents or web pages referenced herein (collectively the “Agreement”) contain the complete agreement between you (“you” or “user”) and TopsThat.com, Inc. ("TopsThat" or “we”) concerning your use of the TopsThat’s web site, including without limitation, all content, information, services and tools contained therein, (collectively the “Web Site”).

1. ACKNOWLEDGEMENT

By accessing or using the Web Site, you agree to abide by this Agreement, as it may be amended by TopsThat from time to time in its sole discretion, and that such agreement constitutes a binding contract between you and TopsThat. In addition, when visiting or using certain TopsThat owned or operated Web Sites, you shall be subject to any posted agreements, guidelines, rules or terms of service. All such agreements, guidelines, rules or terms of service, as they may be amended by TopsThat from time to time in its sole discretion, are hereby incorporated by reference into this Agreement. It is your responsibility to review this Agreement periodically, and if at any time you find this Agreement unacceptable, you must immediately leave and cease all use of the Web Site.

1. REGISTRATION, USER ACCOUNT, PASSWORD AND SECURITY

In consideration of your use of the Web Site, you represent and warrant that you: (i) are of legally sufficient capacity to form a binding contract; (ii) are at least 18 years of age; and you will comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Web Site and any related activities. Children 14 years of age and older may only use the Web Site if (a) their parent or legal guardian has agreed to the terms of this Agreement; and (b) their use is permitted and supervised by their parent or legal guardian. If you open an account to enhance your use of the Web Site, you must: (x) complete the registration process by providing true, accurate and complete information requested on the registration form (“Registration Data”); (y) maintain the accuracy of the Registration Data; and (z) provide a user name and password. You are entirely responsible for the confidentiality and use of your user name and password. You may not use the account, username, or password of someone else at any time. You are responsible for all electronic communications, including account registration and other account holder information, email, financial and other content ("Electronic Communications") entered through or under your user name and password. TopsThat will act as though any Electronic Communications it receives under your user name and password will have been authorized by you. You agree to notify TopsThat immediately of any unauthorized use of your account, user name, or password.

1. PRIVACY POLICY

TopsThat is committed to maintaining the privacy and security of information that you provide to TopsThat through the Web Site. Registration Data and certain other information about you is subject to our Privacy Policy. By using the Web Site you consent to the collection and use of this information (as set forth in the Privacy Policy), including the transfer of this information to or from the United States and/or other countries for storage, processing and use by TopsThat and its affiliates. For more information, see our full Privacy Policy at www.topsthat.com/privacy.

1. USE OF SOFTWARE

TopsThat may make certain software available to you from the Web Site. If you download software from the Web Site, the software, including all files and images contained in or generated by the software, and accompanying data (collectively, “Software”) are deemed to be licensed to you by TopsThat, or its licensors, for your personal, noncommercial, non-exclusive, home use only. Downloading or using the Software is at your sole risk.

1. USE RESTRICTIONS

TopsThat imposes certain restrictions on your permissible use of the Web Site. You represent and warrant that you will not:

1. use the Web Site in connection with any commercial endeavor, unless you have a prior written agreement with TopsThat signed by an officer of TopsThat;
2. market or distribute access to the Web Site or any portion thereof;
3. assign; sublicense, sell, lease or otherwise transfer or convey your rights under this Agreement;
4. violate or attempt to violate any security features of the Web Site;
5. access or attempt to access any content, data, programs or other TopsThat systems not intended for you, or log onto a server or account that you are not expressly authorized to access;
6. attempt to probe, scan, or test the vulnerability of the Web Site or any associated system or network, or to breach security or authentication measures without proper authorization;
7. damage, disable, overburden or impair the Web Site or interfere or attempt to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Web Site, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;”
8. attempt to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by TopsThat in providing the Web Site;
9. attempt to modify, copy, distribute, transmit, display, perform, reproduce, publish, rent, lease, loan, license, or create derivative works based on the Web Site;
10. frame in another web page, use on any other web site, transfer or sell any information, software, lists of users, databases, TopsThat IP (as defined below) or other lists, products or services provided through or obtained from the Web Site, or engage in the practices of "screen scraping," "database scraping," or any other activity with the purpose of obtaining lists of users or other information from the Web Site;
11. use any meta tags or any other "hidden text" utilizing TopsThat 's name or trademarks without the express written consent of TopsThat;
12. engage in, encourage others to engage in, or provide instructional information about, conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or any regulation having the force of law, including the Civil Rights Act of 1866, the Fair Housing Act, the Americans with Disabilities Act, and the Equal Credit Opportunity Act;
13. harm minors in any way or solicit personal information from or about a minor;
14. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
15. send email messages or use the Web Site in any manner which intentionally or unintentionally violates any applicable local, state, national or international law or regulation (including without limitation, policies and laws related to spamming, privacy, obscenity or defamation);
16. send email messages or make posts that contain falsified or misleading routing information, a return address that is either invalid or belongs to a third party and is used without permission, a misleading subject line and/or body copy, or promote a fraudulent scheme; and
17. upload, download, post, email, transmit or otherwise make available any materials that: (a) are inappropriate, misleading, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, offensive, sexually explicit, promote gambling, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (b) you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (c) contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (d) contain unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; or (e) infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights of any party. You are solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any content you provide or transmit, or that is provided or transmitted using your user identification. The burden of proving that any content does not violate any laws or third party rights rests solely with you.

If TopsThat, for any reason in its sole and absolute discretion, requests in writing that you remove any link or links to the Web Site, you agree to promptly comply. You agree that if you create any link to the Web Site that you will not employ any technology that results in the placement of content from the Web Site in a frame and/or a reduced pop-up window and/or any other display mechanism which changes the Web Site content from how it normally appears in a browser.

TopsThat reserves the right to investigate suspected violations of this Agreement. When TopsThat becomes aware of possible violations, TopsThat may initiate an investigation which may include gathering information from you or companies involved and the complaining party. If TopsThat believes, in its sole discretion, that a violation of this Agreement has occurred, it may take responsive action. Such action may include, but is not limited to, temporary or permanent blocking of your access to the Web Site and/or deleting any materials from TopsThat’s system. TopsThat, in its sole discretion, will determine what action will be taken in response to a violation on a case-by-case basis. Violations of this Agreement could also subject you to criminal or civil liability. TopsThat reserves the right to release the contact information of users involved in violations of system security to system administrators at other sites, in order to assist them in resolving security incidents. TopsThat intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of this Agreement or of any applicable laws.

If you breach this Agreement and send unsolicited bulk email, instant messages or other unsolicited communications of any kind through the Web Site, you acknowledge that you will have caused substantial harm to TopsThat, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay TopsThat $50.00 for each such unsolicited email or other unsolicited communication you send through the Web Site.

1. USER CONTENT

You retain all of your ownership rights in your User Content (as defined below). However, by submitting, posting, downloading, displaying, performing, transmitting, or otherwise distributing information or other content (“User Content”) to an area of the Web Site that is intended by TopsThat to be publicly accessible, including without limitation any bulletin boards, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to exchange videos, thoughts and opinions with other members of the public, you are: (i) granting TopsThat, and its affiliates, a worldwide, royalty-free, perpetual, sublicensable, transferable, non-exclusive license to use the User Content in connection with the operation of TopsThat, and its affiliates, including without limitation, a right to use, host, copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat User Content; (ii) representing and warranting that you own the rights to the User Content or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute User Content.

You will not be compensated for any User Content. All User Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from which such content originated. You are solely responsible for all User Content that you upload or otherwise transmit via the Web Site, and for confirming the sufficiency and reliability of any User Content posted by others that you may use or rely upon. TopsThat does not control or endorse any User Content, or any opinion, recommendation, or advice expressed therein, uploaded or otherwise transmitted by you or other users via the Web Site and, as such, does not guarantee the accuracy, integrity or quality of such User Content. TopsThat expressly disclaims any liability in connection with User Content. TopsThat and its designees shall have the right (but not the obligation) in their sole discretion to refuse or to remove any User Content contained on the Web Site at any time for any reason with or without notice. Always use caution when posting any personally identifying information about yourself or your children on the Web Site.

You understand that when using the TopsThat Web Site, you will be exposed to User Content from a variety of sources, and that TopsThat is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Content. You further understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against TopsThat with respect thereto, and agree to indemnify and hold TopsThat, its Owners/Operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Web Site.

1. USER SUBMISSIONS

Any comments, feedback, suggestions and ideas disclosed, submitted or offered to TopsThat in connection with your use of the Web Site (collectively "Submissions") shall be owned exclusively by TopsThat.  You agree that TopsThat shall: (i) not be under any obligation of confidentiality, express or implied, with respect to the Submissions; (ii) be entitled to use or disclose Submissions for any purpose, without restriction worldwide; and (iii) not owe you any compensation or reimbursement of any kind under any circumstances for use or disclosure of Submissions.

1. THIRD PARTY SERVICES AND SITES

The Web Site may provide links to other web sites or resources.  Your business dealings with any third party, third party web site or third party content (collectively “Third Party”) found on or through the Web Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations, associated with such dealings, are solely between you and such Third Party. TopsThat makes no endorsement or guarantee about the content, goods or services provided by such Third Party. TopsThat shall not be responsible for any loss or damage of any sort incurred as the result of: (i) any dealings or transaction between you and any Third Party or as the result of the presence of such Third Party on the Web Site; (ii) any insufficiency of or problems with any such Third Party's background, insurance, credit or licensing; or (iii) the quality of services performed by any such third party or any other legal liability arising out of or related to the performance of such services. In the event that you have a dispute with any such third party, you release TopsThat, its directors, officers, employees, agents and licensors, from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. Unless expressly provided otherwise, this Agreement governs your use of any and all third party content. You hereby waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

1. STORAGE AND ACCESS

TopsThat may, in its sole discretion: (i) limit the duration and frequency of your access to the Web Site; and (ii) delete accounts that are inactive for an extended period of time. TopsThat shall have no responsibility or liability for the deletion or failure to store any account, messages, postings, communications or other content maintained or transmitted by the Web Site. 

1. MODIFICATIONS

TopsThat may, in its sole discretion and without prior notice, (i) revise this Agreement; (ii) modify the Web Site; and (iii) discontinue any of the Web Site, or any of its constituent parts, at any time. TopsThat shall post any revision to this Agreement, and the revised Agreement shall be effective immediately on such posting. You agree to review this Agreement and other online policies posted on the Web Site periodically to be aware of any revisions. Your continued use of any of the Web Site shall constitute your acceptance of the revised Agreement. If you do not agree to any of such changes, you may terminate the Agreement and immediately cease all access and use of the Web Site. You agree that such termination will be your exclusive remedy if you do not wish to abide by any changes to the Agreement.

1. TERMINATION

You acknowledge and agree that TopsThat may at any time in its sole discretion terminate your access to and use of the Web Site, or any part thereof, with or without notice. You agree that upon termination TopsThat may delete all files and information related to your account and may bar your access to your account and the Web Site, and that you will immediately return or destroy any TopsThat Software in your possession or control.

1. PROPRIETARY RIGHTS

The design of the Web Site and all text, graphics, information, content, and other material displayed on or that can be downloaded from the Web Site are protected by copyright, trademark and other laws and may not be used except as permitted in this Agreement or with prior written permission of the owner of such material. The software, technology components and contents of the Site are copyright 2009, TopsThat.com, Inc. or its licensors and suppliers. All rights reserved. You agree that as between the parties, TopsThat is the exclusive owner of the Web Site, Software, and all constituent parts, including without limitation, all software code, any content on the Web Site (excluding User Content), HTML scripts, the uniform resource locators (URL’s) for the Web Site, the organization and layout of the Web Site, all TopsThat trademarks (including without limitation TOPSTHAT.COM and the TOPSTHAT.COM logo), trade names, service marks, trade dress and logos, all enhancements and improvements thereto, and derivatives thereof, and all patent, copyright, trademark, trade secret, trade dress and other intellectual property rights therein throughout the world (collectively the “TopsThat IP”).  Any goodwill attached to, or generated by, such TopsThat IP is owned exclusively by TopsThat, or its licensors, and shall inure solely to the benefit of TopsThat, or its licensors.  Nothing contained herein or on the Web Site should be understood as granting you any right or license to any of the TopsThat IP, except as expressly granted herein. All rights not expressly granted herein are reserved by TopsThat, or its licensors. TopsThat, or its licensors, retains full and complete title to the TopsThat IP. You shall not: (i) use or copy the TopsThat IP in any manner not specifically set forth in this Agreement; (ii) include TopsThat IP in your corporate name, within a domain name or within any part of a URL; (iii) obtain, use, register, or otherwise acquire any trade names, trademarks, service marks, and/or trade dress that are confusingly similar to TopsThat IP; (iv) have any claim of ownership in the TopsThat IP; or (v) sell, redistribute, transfer, sublicense or reproduce the TopsThat IP, nor may you decompile, reverse-engineer, disassemble, or otherwise convert any of the TopsThat IP to a human-perceivable form. This Agreement does not limit any rights that TopsThat may have under trade secret, copyright, patent, trademark or other laws. You acknowledge and agree that the Web Site contains proprietary information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that content contained in any sponsor advertisements or information that may have been presented to you through the Web Site or its advertisers, if any, may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.

1. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE WEB SITE IS AT YOUR SOLE RISK. THE WEB SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES CONTAINED ON THE WEB SITE MAY INCLUDE INACCURACIES, ERRORS AND OMISSIONS. TO THE FULLEST EXTENT PERMITTED BY LAW, TOPSTHAT, ITS OFFICERS, EMPLOYEES, AGENTS AND LICENSORS: (A) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT; (B) MAKE NO WARRANTY THAT (I) THE WEB SITE WILL MEET YOUR REQUIREMENTS, (II) THE WEB SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) ANY SERVICES OR INFORMATION OBTAINED FROM THE WEB SITE WILL BE ACCURATE, APPROPRIATE, COMPLETE, CORRECT, RELIABLE, SUFFICIENT OR TIMELY, (IV) THE QUALITY OF ANY PRODUCTS, SERVICE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEB SITE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE WEB SITE WILL BE FIXED; AND (C) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THE AGREEMENT OR THE WEB SITE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEB SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF CONTENT THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TOPSTHAT OR THROUGH OR FROM THE WEB SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

1. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TOPSTHAT, ITS OFFICERS, EMPLOYEES, AGENTS AND LICENSORS, SHALL NOT BE LIABLE FOR ANY ACTUAL, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, CONTENT OR OTHER INTANGIBLE LOSSES (EVEN IF TOPSTHAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM: (I) THE USE OR THE INABILITY TO USE THE WEB SITE; (II) ANY INFORMATION, PRODUCTS AND SERVICES OBTAINED THROUGH THE WEB SITE, OR OTHERWISE ARISING OUT OF OR RELATED TO THE USE OF THE WEB SITE; (III) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND/OR SERVICES RESULTING FROM ANY GOODS, CONTENT, INFORMATION OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE WEB SITE; (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT; (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEB SITE; (VI) PERSONAL INJURY RESULTING FROM YOUR ACCESS TO AND USE OF THE WEB SITE; (VII) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (VIII) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE TOPSTHAT WEB SITE, (IX) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE TOPSTHAT WEB SITE; AND/OR (X) ANY OTHER MATTER RELATING TO YOUR USE OF THE WEB SITE; WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE TOPTHAT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU ALSO AGREE THAT TOPSTHAT, ITS OFFICERS, EMPLOYEES, AGENTS AND LICENSORS, WILL NOT BE LIABLE FOR ANY (A) INTERRUPTION OF BUSINESS, (B) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE WEB SITE OR OTHER WEB SITE(S) YOU ACCESS THROUGH THE WEB SITE; (C) CONTENT NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; OR (D) EVENTS BEYOND TOPSTHAT'S REASONABLE CONTROL.

IN NO EVENT SHALL TOPSTHAT, ITS OFFICERS, EMPLOYEES, AGENTS, AND LICENSORS, HAVE ANY LIABILITY TO YOU OR TO ANY THIRD PARTY. YOU SHALL NOT BE ENTITLED UNDER LOCAL LAW OR OTHERWISE TO RECEIVE ANY PAYMENT FROM TOPSTHAT, ITS OFFICERS, EMPLOYEES, AGENTS AND LICENSORS, WHETHER FOR ACTUAL, DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, COSTS OR EXPENSES AS A RESULT OF EXPIRATION OR TERMINATION OF THE AGREEMENT OR TERMINATION OF YOUR ACCESS TO THE WEB SITE, ALL OF WHICH YOU EXPRESSLY WAIVE. YOU ACKNOWLEDGE THAT YOUR ACCEPTANCE OF THIS SECTION HAS MATERIALLY INDUCED TOPSTHAT TO ENTER INTO THE AGREEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS, TOPSTHAT’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

YOU SPECIFICALLY ACKNOWLEDGE THAT TOPSTHAT, ITS OFFICERS, EMPLOYEES, AGENTS AND LICENSORS, SHALL NOT BE LIABLE FOR USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

1. INDEMNITY

You agree to defend, indemnify and hold TopsThat, its directors, officers, employees, agents and licensors, harmless from and against any and all claims, demands, losses, liability, costs and expenses (including but not limited to attorneys' fees) arising from content you submit, post, transmit or otherwise make available through the Web Site, your use of the Web Site, your connection to the Web Site, your violation of the terms of this Agreement, or your violation of any third party's rights, including but not limited to infringement of any intellectual property right, violation of any proprietary right and invasion of any privacy rights. This obligation will survive the termination of this Agreement.

1. CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT

TopsThat has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Web Site. TopsThat has adopted a policy that provides for the immediate suspension and/or termination of any Web Site user who is found to have infringed on the rights of TopsThat or of a third party, or otherwise violated any intellectual property laws or regulations. TopsThat’s policy is to investigate any allegations of copyright infringement brought to its attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want TopsThat to delete, edit, or disable the material in question, you must provide TopsThat with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit TopsThat to locate the material; (d) information reasonably sufficient to permit TopsThat to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to TopsThat’s designated agent at:

Attn.: Copyright Agent
TopsThat.com, Inc.
748 South Vinewood St.
Suite A
Escondido, California 92029
U.S.A.

Email: notice@topsthat.com

1. GENERAL INFORMATION

The Agreement constitutes the entire agreement between you and TopsThat and governs your use of the Web Site, superseding any prior agreements between you and TopsThat (including, but not limited to, any prior versions of the Agreement) with respect to its subject matter. You also may be subject to additional terms and conditions that may apply when you use affiliate or other TopsThat services or products, third-party content or third-party software. In the event any term contained in this Agreement conflicts with any other term contained in any other agreement referenced in this Agreement, the terms of the other agreement shall control. Except as otherwise provided in this Agreement, this Agreement may only be modified in a writing signed by an authorized officer of TopsThat.

You consent to receive communications from TopsThat electronically and agree that we may communicate with you by email or by posting notices on the Web Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

You may not assign this Agreement or any rights granted herein.  TopsThat may assign or transfer the Agreement or its rights or obligations hereunder without notice and without your prior approval. This Agreement is for the sole benefit of the parties hereto and does not create any third-party beneficiaries, whether intended or incidental. The Agreement will inure to the benefit of TopsThat and its successors and assigns. The failure of TopsThat to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. No waiver, express or implied, by TopsThat of any breach of or default under this Agreement will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default.

This Agreement is governed exclusively by the laws of the State of California, without reference to its conflicts of law principles, and without regard to the United Nations Convention on the International Sale of Goods.  The parties hereby submit to the exclusive personal jurisdiction of, and agree that any controversy, claim or legal proceeding with respect to or arising under the Agreement shall be brought in, the United States District Court for the Southern District of California or the California state courts located in San Diego County. You further irrevocably consent to the service of process in any such action or proceeding by the delivery of a copy of such process to you at the address set forth in the Registration Data.  The prevailing party in any claim or proceeding shall be entitled to reimbursement of reasonable attorneys’ and experts’ fees and costs.  You hereby acknowledge that a breach of this Agreement may cause irreparable harm and significant injury to TopsThat that may be difficult to ascertain, and that a remedy at law may be inadequate.  Accordingly, You agree that TopsThat shall be entitled, without waiving any additional rights or remedies otherwise available to TopsThat at law or in equity and without the necessity of posting bond, to seek injunctive and other equitable relief in the event of a breach or intended or threatened breach by You.  Notwithstanding anything to the contrary, TopsThat shall be entitled to seek and obtain injunctive relief in any court of competent jurisdiction. You are solely responsible for your interactions with other users of the Web Site. TopsThat reserves the right, but has no obligation, to monitor disputes between you and other users of the Web Site. YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SOFTWARE OR THE AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

Use of the Web Site is not authorized in any jurisdiction that does not give effect to all provisions of this Agreement. The Web Site is controlled and operated by TopsThat from its offices in the State of California, in the United States of America. TopsThat makes no representation that any of the Web Site (including, without limitation, any User Content, information, products or services available on or through the Web Site) are available or appropriate for use outside of the United States of America. Users who access the Site from outside the United States of America do so on their own initiative and must bear all responsibility for compliance with local laws, if applicable. Your use of or access to the Web Site should not be construed as TopsThat’s purposefully availing itself of the benefits or privilege of doing business in any state or jurisdiction other than California.

If any provision of this Agreement, including without limitation, the warranty disclaimers and liability limitations set forth above, is found by a court of competent jurisdiction to be invalid or unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.

The section titles in the Agreement are for convenience only and have no legal or contractual effect. Sections 5 through 17 of these Terms of Web Site shall survive the termination of this Agreement.

This Agreement and any other electronic documents, policies and guidelines incorporated herein shall be: (i) deemed for all purposes to be a “writing” or “in writing,” and to comply with all statutory, contractual, and other legal requirements for a writing; (ii) legally enforceable against any party hereto as a signed writing; and (iii) deemed an “original” when printed from electronic records established and maintained in the ordinary course of business. Any electronic documents introduced as evidence in any judicial, arbitration, mediation or administrative proceeding shall, if established and maintained in the ordinary course of business, be admissible to the same extent as business records in written form that are similarly established and maintained.