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Terms of Service for the TopX

Service’s Expert Business Users

Date: October 29, 2020

This Terms of Service document is a legal agreement (“Agreement”) between you (“you” or “your”), a business offering advice and coaching services using the service of TopX, Inc. (“TopX,” “we,” “us,” or “our”). THE AGREEMENT COVERS THE TERMS AND CONDITIONS UNDER WHICH YOU USE THE TOPX WEBSITES (the “Sites”), MOBILE APPLICATIONS (“Apps”), AND/OR THE ONLINE MARKETPLACE SERVICE REFERRING EXPERT BUSINESSES TO USERS OF THE TOPX SERVICE (the “Service”). TopX offers the Service under the TopX and ParentGoodTM brands. The Sites include TopX.team and ParentGood.app.

CAREFULLY READ ALL OF THE AGREEMENT’S TERMS AND CONDITIONS BEFORE ENROLLING AS A REGISTERED USER OF THE SERVICE, AN APP, AND/OR VIEWING THE SITES. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, YOU ARE NOT AUTHORIZED TO USE A SITE, AN APP, OR THE SERVICE, AND ANY ACCESS BY YOU SHALL CONSTITUTE UNAUTHORIZED ACCESS. BY CHECKING THE BOX NEXT TO “I Accept” WHEN REGISTERING FOR THE SERVICE AND/OR USING A SITE OR APP, YOU ARE DEEMED TO HAVE AGREED TO THIS AGREEMENT. YOU ACKNOWLEDGE THAT THIS AGREEMENT IS AS ENFORCEABLE TO THE SAME EXTENT AS ANY WRITTEN AGREEMENT ON PAPER SIGNED BY YOU.

  1. DISPUTES WILL BE ARBITRATED; NO CLASS ACTIONS.

    YOU ACKNOWLEDGE THAT THIS AGREEMENT, IN SECTION 22 BELOW, CONTAINS AN AGREEMENT TO ARBITRATE DISPUTES BETWEEN YOU AND TOPX. EXCEPT FOR LIMITED EXCEPTIONS, THIS AGREEMENT TO ARBITRATE WILL REQUIRE THAT YOU AND TOPX SUBMIT DISPUTES BETWEEN US TO BINDING AND FINAL ARBITRATION. THIS AGREEMENT TO ARBITRATE COVERS CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU ENTERED INTO THIS AGREEMENT WITH TOPX. YOU HAVE THE RIGHT TO OPT OUT OF THE ARBITRATION AGREEMENT. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT (a) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST TOPX ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (b) YOU ARE WAIVING YOUR RIGHT TO PURSUE CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND YOU ARE WAIVING YOUR RIGHT TO HAVE A JURY TRIAL ON YOUR CLAIMS.

  2. TOPX AND EXPERTS DO NOT PROVIDE HEALTHCARE, COUNSELING, OR MENTAL HEALTH SERVICES OR ADVICE.

    1. DO NOT USE THE SERVICE FOR PROVIDING OR RECOMMENDING URGENT OR EMERGENCY HELP.Instead, in an emergency, anyone requiring help should call 911 or the local emergency number or go directly to the nearest emergency room.

    2. YOU ARE NOT PERMITTED TO USE THE TOPX SERVICE TO OFFER OR PROVIDE HEALTHCARE, COUNSELING, OR MENTAL HEALTH SERVICES OR ADVICE.TopX’s Service is not a substitute for receiving care from a healthcare or mental health professional. Do not use the Service, Apps, or Sites to diagnose or treat a mental or physical health condition or disease. TopX’s ParentGood Service is limited to exchanging information, helping parents select parenting experts, and scheduling appointments with experts. The use of the Service does not create a doctor-patient relationship or relationship between a patient and a healthcare provider, counselor, or mental health professional.

    3. TOPX DOES NOT OFFER OR PROVIDE HEALTHCARE, COUNSELING, OR MENTAL HEALTH SERVICES OR ADVICE.You must not represent to users that they will be able to obtain healthcare, counseling, or mental health services or advice using the Service from TopX or another expert.

  3. Eligibility for Enrollment as an Expert User.

    1. Use of the Service is void where prohibited.

    2. The following are requirements for expert businesses and the experts who work for them to provide services to users of the Service:

      1. All experts in your business must be at least 18 years of age,

      2. You must be a business – a sole proprietor, a partnership, a corporation, a limited liability company, or other form of business organization,

      3. Your business must be located in the United States, must have a current business license from your local city or municipality, and must be qualified to do business in the states in which you operate under applicable state law,

      4. You must not have been previously disqualified to act as an expert business by TopX for any reason,

      5. Experts must provide TopX written evidence of at least three years of experience in their fields satisfactory to TopX in its sole discretion, and

      6. Experts in fields requiring professional certifications or educational degrees must provide TopX evidence of such certifications or degrees satisfactory to TopX in its sole discretion.

      7. You will not be listed in the Service until TopX has confirmed your eligibility for enrollment. TopX will notify you by email upon approval or rejection of your enrollment. If TopX rejects your enrollment, this Agreement will terminate without liability on the part of TopX.

  4. The TopX Service.

    1. TopX will provide you access to TopX’s online marketplace Service referring expert businesses to users during the term of this Agreement. The Service recommends experts’ businesses to users based on the information they provide TopX, including such factors as the type of advice you provide and your availability for sessions with users. Your meeting sessions with users can take place by video chat, telephone call, or text using communications of your choice. TopX is entitled to add, discontinue, or change portions of the Service, without liability to you or any third party.

    2. Your business and its employees or contractors shall perform the provisions of this Agreement as independent contractors and shall not be considered agents of TopX, nor shall you or any of your business’s employees or contractors be considered employees of TopX. Your business is solely responsible (i) for the safety and supervision of its employees and contractors, (ii) for the payment of wages, salaries, and other amounts due to its employees or contractors in connection with your operations, (iii) for all reports and obligations respecting its employees and contractors relating to social security, Federal, State and local personal income tax and withholding, payroll taxes, unemployment and disability insurance, worker’s compensation, and similar matters. Nothing contained in this Agreement shall be construed to (i) constitute the parties as “partners” within the meaning of the law of partnership, joint venturers, co-owners, or otherwise as participants in a joint or common undertaking, or (ii) allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever.

    3. Your business is solely responsible for the performance of this Agreement, and shall receive no assistance, direction, or control from TopX. You will have sole discretion and control of your operations and the manner in which your business operates its business.

    4. You must supply, at your sole expense, all equipment, tools, materials, and supplies needed to provide advice or coaching, including but not limited to a phone, computer, or other communications devices needed to conduct sessions with users.

    5. Your business is free to perform advice or coaching for individuals or businesses other than TopX without restriction, including any other referral agency.

    6. Your own business is responsible for its own profits or losses. Your business may set hourly rates for providing advice within its sole discretion.

  5. Your Expert Fees.

    1. You acknowledge that the hourly rate you charge for sessions on the Service is negotiable between you and TopX, and TopX sets its own rates that it charges users, which may be more or less than rates you set with TopX. You may charge fees for sessions based on the amount of time in the scheduled session multiplied by your hourly rate agreed to with TopX.

    2. TopX charges you a platform fee in the amount of 20 % of the session fee (the amount of time in the scheduled session multiplied by the hourly rate you and TopX agreed on).

    3. TopX will pay you the session fee less the TopX platform fee.

    4. TopX’s payments will be made monthly by direct deposit in your banking account initiated on the fifth day of the month following the month to which the payments relate. However, you must provide TopX with your bank account information before TopX will be able to send you any payments.

  6. Privacy.

    TopX is committed to maintaining the privacy of the personal information of your expert(s). TopX protects the privacy of individuals using its accounts, as described in its Privacy Policy, linked here. This Agreement, your use of the Sites, Apps, and Service are subject to the TopX Privacy Policy, which is incorporated by reference in this Agreement.

  7. Support.

    Although TopX seeks to maximize the availability of the Sites and Service, you acknowledge that the Sites or Service may be unavailable if TopX or its service providers are maintaining or upgrading the Sites or Service, or if other Site or Service outages occur. TopX cannot guarantee that the Sites and Service will be available 100% of the time. TopX will provide reasonable support for the Sites and Service by email, but has no obligation to provide any other support.

  8. Content.

    1. “User Content” means text, images, graphics, video, sound, music, links, software, and other information generated or placed on a Site, an App, or the Service by you or someone using your account.

    2. “TopX Content” means text, images, graphics, video, sound, music, links, software, and other information generated or placed on a Site, an App, or the Service by TopX or its licensors.

  9. Your Obligations.

    1. You must ensure that your users maintain the security of your passwords and must not share account access with anyone else. You must also inform TopX immediately by email sent to privacy@TopX.team, if you have reason to believe that the security of any of Your passwords has been compromised. You must update your account to make sure TopX always has accurate, current, and complete contact, payment, and other account information from you.

    2. You must maintain a current business license throughout the term of this Agreement.

    3. You must maintain the following insurance coverages during the term of this Agreement: (i) commercial general liability insurance with bodily injury and property damage limits of not less than $1 million per occurrence and $2 million general aggregate and (ii) errors and omissions insurance with limits of liability not less than $1 million per occurrence and $2 million general aggregate.

    4. You, on behalf of your workers, hereby grant TopX a royalty-free, worldwide, non-exclusive irrevocable license to reproduce, distribute, and publicly perform and splay the User Content provided via your account in connection with use of the Sites, Apps, or Service, and to make derivative works and compilations of such User Content for purposes of displaying it on the Sites or Apps. You represent and warrant that your workers have given you the rights to provide the foregoing license.

    5. You must not generate or place any User Content on a Site, an App, or the Service unless you have the rights or permissions to do so. You must not generate or place any User Content on a Site, an App, or the Service that is or may be false or misleading.

    6. You must not and must ensure that your users will not:

      1. Obtain or attempt to obtain unauthorized access to the accounts of other users or to TopX servers;

      2. Impersonate another user or attempt to do so;

      3. Provide User Content or engage in conduct on a Site, with an App, or with the Service that is pornographic, threatening, harassing, defamatory, unlawful, fraudulent, racist, bigoted, or in violation of the Intellectual Property Rights (defined below) of third parties;

      4. Harvest or collect email or other contact information for the purpose of sending or initiating unsolicited communications, whether written, oral, or electronic;

      5. Harvest or collect TopX Content for the purpose of creating a database of information or posting or publishing it elsewhere;

      6. Use, copy, or republish the Site or TopX Content (separate from your own User Content) to provide services or for commercial purposes;

      7. Use a Site, an App, or the Service to communicate any unsolicited or unauthorized advertisements, solicitations, or mass mailing, including but not limited to, communications commonly known as spam, spim, junk mail, or chain letters;

      8. Violate or encourage the violation of any applicable law in your User Content or by your conduct on a Site, with an App, or with the Service;

      9. Violate the privacy rights of anyone, by posting another user’s or anyone else’s personal information on a Site, on an App, or otherwise;

      10. Provide User Content or engage in conduct on a Site, with an App, or with the Service that falsely states or implies that such User Content or conduct is sponsored or endorsed by TopX or that you are somehow sponsored, endorsed, or affiliated with TopX beyond the fact that your expert business is listed in the Service;

      11. Provide User Content or engage in conduct on a Site, with an App, or with the Service constituting a breach of, or threat to, the security of a Site, an App, or the Service, including but not limited to any electronic information containing software designed to damage or disrupt a system, such as a virus, worm, or Trojan Horse; or

      12. Engage in conduct that TopX believes, in its sole judgment and discretion, inhibits or limits another user’s use or enjoyment of a Site, an App, or the Service.

  10. Control of the Site.

    TopX reserves the right to remove any User Content and to change any content on a Site or displayed by an App it believes is necessary to remove or change in the course of its administration of the Sites or Apps in its sole discretion, including but not limited to any User Content that violates Section 9.

  11. Copyright Complaints.

    If you believe that any User Content or TopX Content on a Site, an App, or the Service violates the copyright rights of you or one of your workers, please send TopX a written, signed “take down” request notice through the link for reporting copyright complaints on the Site here or by sending a notice to TopX under Section 21 below. Any such request must be in the form of a sworn statement made under penalty of perjury by the copyright owner (you or your worker), and must include information sufficient to identify the work you claim to have been infringed, to provide TopX with means to communicate with the copyright owner, to confirm that the use you report is unauthorized, and a statement that the person submitting the statement is in fact the owner of the copyright or acting as a duly authorized representative of the owner.

  12. Intellectual Property Rights.

    “Intellectual Property Rights” means all forms of intellectual property rights and protections, now known or hereafter established, that may be obtained for, or may protect, TopX Content, User Content, a Site, an App, the Service, or other technology, which includes, but is not limited to, all right, title, and interest in U.S. and foreign patents and patent applications; trade secret and nondisclosure rights; copyrights; authors’ rights; and trademarks, service marks, trade names, product names, and brand names. You represent and warrant that any User Content you or your workers generate or place on a Site, an App, or the Service by you or someone using your account does not violate any Intellectual Property Rights of third parties. The TopX Content, the software used to provide the Service, and the code in the Apps and used to deliver the Service (collectively, “TopX Materials”) are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. TopX and its licensors owns all right, title, and interest in and to the TopX Materials, and all Intellectual Property Rights in the TopX Materials shall remain the sole and exclusive property of TopX and its licensors. Except for the usage rights you have in the Service during the term of the Agreement, all rights are reserved by TopX. You shall preserve and not remove any proprietary marks, legends, and copyright notices that appear in the TopX Materials, or any portion thereof. This Agreement does not grant you any rights in connection with any trademarks or service marks of TopX.

  13. TopX Warranties.

    TopX warrants that the Service delivered by the Site and App meet all of TopX’s published descriptions and specifications of the Service.

  14. GENERAL DISCLAIMER OF WARRANTY.

    YOU ACKNOWLEDGE THAT YOUR USE OF THE SITES, APPS, AND SERVICE ARE AT YOUR OWN SOLE RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE YOU CAUSE BY YOUR USE OF A SITE, AN APP, OR THE SERVICE, WHETHER TO OTHER USERS, TOPX, OR ANY OTHER PARTY. EXCEPT AS WARRANTED IN SECTION 13, THE SITES, APPS, SERVICE, TOPX CONTENT, AND TOPX MATERIALS ARE PROVIDED ON AN “AS-IS” BASIS, WITHOUT WARRANTY OF ANY KIND, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TOPX AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU ARE RESPONSIBLE FOR DETERMINING THAT A SITE, AN APP, AND THE SERVICE MEET YOUR REQUIREMENTS, AND HAVE THE QUALITY THAT YOU NEED, AND TOPX DISCLAIMS ANY SUCH RESPONSIBILITY. TOPX MAKES NO WARRANTY THAT A SITE, OPERATION OF AN APP, AND THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, FREE OF MALICIOUS SOFTWARE, OR ERROR-FREE, THAT THE TOPX CONTENT (INCLUDING BUT NOT LIMITED TO RATINGS OF EXPERT BUSINESSES) WILL BE ACCURATE OR RELIABLE, OR THAT ANY ERRORS IN A SITE, AN APP, OR THE SERVICE WILL BE CORRECTED. TOPX IS NOT RESPONSIBLE FOR THE USER CONTENT ON THE SITES OR APPS, CONTENT FROM OTHER USERS, OR THE ACTS OR OMISSIONS, WHETHER ONLINE OR OFFLINE, OF ANY USERS OF THE SERVICE.

  15. DISCLAIMER REGARDING LOCAL LAW.

    THIS AGREEMENT AND THE SERVICE ARE SUBJECT TO APPLICABLE LAW. YOU MUST NOT USE A SITE, AN APP, OR THE SERVICE TO THE EXTENT THEY, OR ANY ASPECTS OF THE SERVICE, ARE PROHIBITED BY APPLICABLE LAW.

  16. OTHER SPECIFIC DISCLAIMERS.

    1. TOPX IS A REFERRAL SERVICE, BUT DOES NOT WARRANT OR GUARANTEE THAT YOU WILL RECEIVE REFERRALS TO USERS OR ANY MINIMUM NUMBER OF REFERRALS. THE EXTENT OF YOUR AVAILABILITY WILL AFFECT THE NUMBER OF REFERRALS YOU MAY RECEIVE. ALSO, WHILE TOPX MAY REFER USERS TO YOU, THE FINAL DECISION TO USE YOUR SERVICES IS MADE BY USERS.

    2. TOPX MAKES NO WARRANTY THAT THE INFORMATION PROVIDED BY YOU, OTHER USERS, OR ANY OTHER EXPERT BUSINESSES, INCLUDING BUT NOT LIMITED TO RATINGS, IS ACCURATE, CURRENT, COMPLETE, TIMELY, OR APPLICABLE TO ANY USER’S PARTICULAR NEEDS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TOPX MAKES NO WARRANTY THAT THE INFORMATION ON A SITE OR AN APP SUGGESTING METHODS FOR CERTAIN SITUATIONS MATCHES USERS’ ACTUAL NEEDS, AND THE INFORMATION ON THE SITES AND APPS DOES NOT CONSTITUTE ADVICE TO OBTAIN IMPLEMENT YOUR OR ANY SPECIFIC METHODS OR ADVICE TO USE YOU OR ANY SPECIFIC EXPERT OR TYPE OF EXPERT. USERS EXERCISE INDEPENDENT JUDGMENT AS TO WHETHER THEY WILL OR WILL NOT USE YOUR SERVICES.

    3. NOTHING IN THE SITES, APP,S OR SERVICE, INCLUDING BUT NOT LIMITED TO RATINGS ON THE SITES OR APPS, SHALL CONSTITUTE A RECOMMENDATION OR ENDORSEMENT OF PARTICULAR METHODS, EXPERT BUSINESSES, INDIVIDUAL EXPERTS, OR ANY CONDUCT, INFORMATION, OR METHODS RECOMMENDED BY YOU OR OTHERS ON THE SITES OR APPS, AND YOU MUST NOT REPRESENT TO ANYONE OTHERWISE.

    4. TOPX DOES NOT WARRANT OR GUARANTEE THE SAFETY, EFFECTIVENESS, OR OUTCOME OF THE USE OF THE SITES, APPS, OR ANY CONDUCT OR ACTS OF USERS, OR THEIR FAILURE TO ACT.

    5. TOPX DISCLAIMS ALL LIABILITY FOR THE UNAVAILABILITY OF A USER OR ANY CANCELLATION OR POSTPONEMENT OF ANY SESSION.

    6. TOPX IS NOT RESPONSIBLE FOR ANY BODILY INJURY, PROPERTY DAMAGE, OR ANY OTHER DAMAGES CAUSED BY A USER, FAMILY MEMBER OF SUCH USER, OR ANY OTHER THIRD PARTY WHETHER UNDER CONTRACT, TORT, NEGLIGENCE, STATUTE, OR OTHERWISE. TOPX SHALL NOT BE LIABLE TO ANY PARTY ARISING OUT OF YOUR OR ANOTHER PARTY’S ACTS OR OMISSIONS IN RELIANCE ON THE INFORMATION ON A SITE OR APP, INCLUDING BUT NOT LIMITED TO YOUR OR ANY OTHER EXPERT BUSINESSES’ RATINGS ON A SITE OR AN APP.

    7. USERS ARE SOLELY LIABLE FOR ANY LIABILITY OR EXPENSE ARISING OUT OF THEIR FAILURE TO PROVIDE ACCURATE, CURRENT, COMPLETE, OR TIMELY INFORMATION.

    8. ON BEHALF OF YOUR BUSINESS, YOU ACKNOWLEDGE AND AGREE THAT USERS CAN RATE YOUR BUSINESS AND EXPERTS IN GENERAL AND PROVIDE FEEDBACK ON YOUR SERVICES; THAT TOPX DOES NOT ATTEMPT TO EDIT OR MODERATE SUCH FEEDBACK EXCEPT TO REMOVE CONTENT THAT VIOLATES SECTION 9; AND THAT SUCH FEEDBACK MAY BE POSITIVE OR NEGATIVE AND MAY BE HELPFUL OR UNHELPFUL. TOPX IS NOT RESPONSIBLE FOR DAMAGES CAUSED BY SUCH FEEDBACK.

  17. LIMITATION OF LIABILITY.

    UNDER NO CIRCUMSTANCES WHATSOEVER SHALL TOPX OR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY, FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES; WRONGFUL DEATH, BODILY INJURY, OR PROPERTY DAMAGE; LOST PROFITS; LOST DATA; LOST SAVINGS; OR THE COST OF PROCURING SUBSTITUTE SERVICES, EVEN IF TOPX OR ONE OF ITS LICENSORS HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. IN NO EVENT SHALL TOPX’S LIABILITY FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF OR RELATING TO, IN WHOLE OR IN PART, THIS AGREEMENT, A SITE, AN APP, THE SERVICE, OR THE TOPX MATERIALS, WHETHER UNDER CONTRACT, TORT, NEGLIGENCE, STATUTE, OR OTHERWISE, EXCEED THE GREATER OF (a) $100 OR (b) THE AMOUNT YOU HAVE RECEIVED FROM TOPX THROUGH THE SERVICE IN THE PRECEDING 12-MONTH PERIOD. THE FOREGOING LIMITATIONS AND EXCLUSIONS OF DAMAGES SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

  18. Claims.

    “Claims” mean, collectively, claims, demands, suits, losses, damages, liabilities, costs, actions, judgments, and expenses (including reasonable attorney’s fees).

  19. Indemnity.

    You agree to indemnify, hold harmless, and defend TopX and any parent, subsidiary, or affiliate of TopX, as well as any of their respective officers, directors, members, employees, and agents (each of whom is referred to as an “Indemnified Party”) against all Claims and any judgment, civil money penalties, fines, or settlement disbursements awarded against or incurred by any of them, as a result of or arising from:

    1. Your breach of any warranty or provision in this Agreement or any false representation;

    2. Any violation of law by you or one of your workers;

    3. Any User Content your business posts on or shares using the Site or app;

    4. Any and all allegations by third parties against one or more Indemnified Party:

      1. That your User Content infringes upon any Intellectual Property Rights;

      2. Relating to your business’s use of a Site, an App, or the Service, or your acts or omissions during your business’s use of a Site, an App, or the Service; or

      3. Without limiting subsection (d)(ii):

        1. That your business’s acts or omissions caused wrongful death, bodily injury, emotional distress, property damage, or loss of use of any property to any user, family member of a user, or any other third party;

        2. That your businesses acts or omissions caused damages to any user, family member of a user, or any other third party, including but not limited to any claim of malpractice, misrepresentations (whether intentional or negligent), unauthorized practice of medicine, or providing unlicensed professional services; or

        3. Claiming fraud, false advertising, unfair or deceptive trade practices, defamation, or trade libel.

  20. Term and Termination.

    This Agreement shall remain in effect until terminated.

    1. You may terminate this Agreement at any time by telephone call to TopX at 415-420-7704, or by following the instructions on the applicable Site or App to cancel your account (and thereby terminate this Agreement).

    2. In addition, TopX shall be entitled to terminate this Agreement upon notifying you at any time, for any or no reason, with or without prior notice or explanation, and without liability.

    3. Without limiting the generality of Subsection (b), TopX is entitled to suspend your account or terminate this Agreement if you violate any term of this Agreement, if you breach any warranty in this Agreement, or if any representation you make is false. In accordance with California Civil Code Section 1749.7:

      1. If TopX decides to suspend or terminate you based upon a violation of law or a term, condition, or policy within this Agreement, TopX will provide you, without undue delay, with a written statement of reasons for that decision. Suspensions or terminations under this Section may not be appealed. The written statement of reasons will:

        1. Describe the facts and circumstances that led to the suspension or termination, except where TopX must not disclose those facts and circumstances under applicable law or TopX reasonably believes that disclosing the reason for the suspension or termination could negatively impact the safety or property of another user of TopX’s marketplace, and

        2. Identify the term, condition or policy in this Agreement that serves as the basis for the suspension or termination.

    4. After termination of this Agreement, you will stop using the Site, App, and Service that you used during the term of this Agreement. This Subsection and Sections 1, 2, 6, 9(d)-(f), 10, 11, 12, 14, 15, 16, 17, 18, 19, 21, 22, 23, 25 shall remain in effect even if this Agreement is terminated for any reason.

  21. Notices.

    All legal notices required or permitted under this Agreement shall be in writing by email and sent to the following address:

    A notice is deemed given the business day after it is emailed.

    Subject to the foregoing, TopX will send other communications to you or to experts permitted or required under this Agreement electronically either via email, TopX’s app notification, or messaging service (including SMS).

  22. Agreement to Arbitrate.

    1. ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT, A SITE, AN APP, THE SERVICE, OR THE TOPX MATERIALS OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY OF THE AGREEMENT, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL BE DETERMINED BY BINDING ARBITRATION, WHICH SHALL BE THE SOLE AND EXCLUSIVE FORUM FOR ADJUDICATING ANY SUCH CLAIMS. Arbitration will be administered by JAMS, Inc. pursuant to its Streamlined Arbitration Rules and Procedures (the “Rules”) by a single arbitrator appointed in accordance with the Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration shall be Santa Clara County, California U.S.A. The language of the arbitration shall be English.

    2. Nothing in this Agreement shall be construed to preclude a party from bringing an individual action in small claims court.

    3. Nothing in this Agreement shall be construed to preclude a party from seeking injunctive relief, damages, or other relief based on a breach of Section 12, or an infringement of a party’s Intellectual Property Rights.

    4. Except for small claims court suits permitted under subsection (b), the parties irrevocably consent to the jurisdiction of the federal and state courts located in Santa Clara County, California U.S.A. for the purpose of resolving any action at law or in equity not subject to arbitration arising out of or relating to this Agreement, or brought by party arising out of or relating to such Intellectual Property Rights or a breach of Section 12.

    5. To the maximum extent permitted by applicable law, each party agrees to waive the right to trial by jury, each party agrees that no arbitration or claim under this Agreement shall be joined with any other arbitration or claim, no class arbitration proceedings shall occur, and each party waives any rights to class arbitration.

    6. The arbitrator’s award will state the essential findings of fact and conclusions or law upon which the arbitrator based the award. The arbitrator’s award of damages must be consistent with Section 17, which limits the categories and amounts of damages for which a party may be liable. The arbitrator will have the authority to award attorney’s fees to the prevailing party in the arbitration award.

    7. The parties may vary the dispute resolution procedures in this section by a later written agreement.

    8. You are entitled to opt out of the terms of this Agreement to Arbitrate in Section 22 or any amendment to this Section 22 by sending a written notice to TopX at the address listed in Section 21 within thirty days after first becoming subject to this Agreement to Arbitrate or any amendment of it under Section 21. Opting out of an amended version of this Agreement to Arbitrate does not affect your agreement to arbitrate disputes under this Section 22 before the date you opt out. You must provide your name, email address, postal address, and username. Opting out of the Agreement to Arbitrate shall not affect any other section of this Agreement.

  23. Limitation on Claims.

    You must assert any Claim, action, or proceeding against TopX no later than two (2) years after the Claim or cause of action arose.

  24. Changes to the Agreement.

    TopX may, from time to time, make changes to this Agreement by posting a new Agreement to its Sites or the Apps. Your continued use of a Site, an App, or the Service after posting of the new Agreement constitutes your acceptance of the changes to the Agreement. If you do not agree to changes to the Agreement, you must cancel your registration and discontinue use of the Service and the applicable App(s) and Site(s) by sending a notice to TopX under Section 21.

  25. Miscellaneous

    This Agreement shall be governed by the internal laws of the State of California without giving effect to its conflicts of laws principles. This Agreement constitutes the entire agreement and understanding between the parties and supersedes all prior agreements, whether oral or written, between the parties with respect to the subject matter of this Agreement. Except as set forth in Section 24, no amendment, modification, or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by you and an authorized representative of TopX. The unenforceability of any provision or provisions of this Agreement shall not render unenforceable or impair its remainder. If any provision of this Agreement is deemed invalid or unenforceable in whole or in part, this Agreement shall be deemed amended to delete or modify, as necessary, the invalid or unenforceable provision to render it valid, enforceable, and, insofar as possible, consistent with the original intent of the parties. The headings in this Agreement are solely for the convenience of reference and shall not be given any effect in the construction or interpretation of this Agreement. TopX may assign this Agreement any successor in interest. You may not assign this Agreement or delegate the duties under this Agreement without TopX’s advance written consent. This Agreement will be binding upon, and inure to the benefit of TopX, and its successors and assigns, and on you, your permitted successors and assigns, and (if you are a sole proprietor) on your heirs and representatives.