ParentGood

Terms of Service for Users

Date: January 17, 2020
 
 This Terms of Service document is a legal agreement (“Agreement”) between you (“you” or “your”) and TopX, Inc. (“TopX,” “we,” “us,” or “our”), which offers the ParentGoodTM service. THE AGREEMENT COVERS THE TERMS AND CONDITIONS UNDER WHICH YOU USE THE PARENTGOOD WEBSITE (the “Site”), THE PARENTGOOD MOBILE APPLICATION (“App”), AND/OR THE PARENTGOOD ONLINE MARKETPLACE SERVICE REFERRING PARENTING EXPERTS TO PARENT, GRANDPARENT, OR GUARDIAN USERS (the “Service”). CAREFULLY READ ALL OF THE AGREEMENT’S TERMS AND CONDITIONS BEFORE ENROLLING AS A REGISTERED USER OF THE SERVICE AND/OR VIEWING THE SITE. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, YOU ARE NOT AUTHORIZED TO USE THE SITE 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 THE SITE, 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. EXCEPTED FOR LIMITED EXCEPTIONS, THIS AGREEMENT TO ARBITRATION 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 DOES NOT PROVIDE HEALTHCARE, COUNSELING, OR MENTAL HEALTH SERVICES OR ADVICE.
a. DO NOT USE THE PARENTGOOD SERVICE FOR URGENT OR EMERGENCY HELP Instead, in an emergency, you should call 911 or your local emergency number or go directly to the nearest emergency room.
b. TOPX DOES NOT OFFER OR PROVIDE HEALTHCARE, COUNSELING, OR MENTAL HEALTH SERVICES OR ADVICE. DO NOT FAIL TO SEEK MEDICAL SERVICES OR PROFESSIONAL ADVICE DUE TO YOUR VIEWING CONTENT YOU MAY READ ON THE SITE OR IN THE APP, OR BECAUSE YOU USED THE SERVICE. The ParentGood Service is not a substitute for receiving care from a healthcare or mental health professional. Do not use the Service, App, or Site for the diagnosing or treating a mental or physical health condition or disease. The ParentGood Service is limited to exchanging information, helping you select parenting experts, and scheduling appointments with experts. You acknowledge that nothing you view on the Site or in the App constitutes medical, healthcare, or mental health advice. The use of the Service does not create a doctor-patient relationship or relationship between an individual and a healthcare provider, counselor, or mental health professional.

3.

Eligibility for Enrollment

Use of the ParentGood Service is void where prohibited. To become a User of the Service (“User”), you must be at least 18 years of age, and you must be a parent, grandparent, or legal guardian of a child.

4.

The ParentGood Service

TopX will provide you access to the ParentGood online marketplace Service referring parenting experts to Users during the term of this Agreement. The Service recommends an expert to you based on the information you provide TopX, including such factors as the type of advice you need, the timing of when you need advice, and the availability of experts to meet. Your meeting sessions with experts can take place by video chat, telephone call, or text using mutually agreed-upon communications chosen by you and the expert. TopX is entitled to add, discontinue, or change portions of the Service, without liability to you or any third party.
Unless specified otherwise, any notices or other communications to users permitted or required under this Agreement, will be provided electronically and given by TopX via email, TopX app notification, or messaging service (including SMS).

5.

Experts’ Fees

Experts charge for fees for sessions you have with them based on the amount of time in the scheduled session multiplied by the experts’ hourly rate. You acknowledge that the hourly rates charged for sessions is negotiable between experts and TopX, and the rates TopX shows Users on its ParentGood Service may be more or less than rates agreed to between experts and TopX. TopX does not charge you for scheduling a session. Nonetheless, the Service pre-authorizes your payment card as a condition of scheduling a session to ensure funds are available to pay for the session. Also, you must pay an expert after a session using TopX’s payment service, and payment is transmitted to the expert, less TopX’s platform fee.

6.

Privacy

TopX is committed to maintaining the privacy of your personal information. TopX protects the privacy of its users, as described in its Privacy Policy, linked here. This Agreement, your use of the Site, App, 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 Site and Service, you acknowledge that the Site or Service may be unavailable if TopX or its service providers are maintaining or upgrading the Site or Service, or if other Site or Service outages occur. TopX cannot guarantee that the Site and Service will be available 100% of the time. TopX will provide reasonable support for the Site and Service by email, but has no obligation to provide any other support.
8.Content.
a. “User Content” means text, images, graphics, video, sound, music, links, software, and other information generated or placed on the Site, app, or Service by you or someone using your account.
b. “ParentGood Content” means text, images, graphics, video, sound, music, links, software, and other information generated or placed on the Site, App, or Service by TopX or its licensors.
9.Your Obligations.
a. You must maintain the security of your password 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 your password 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.
b. As a condition of scheduling a session, you must pay the expert fee for the time of the session at the rate set by the expert, subject to any applicable adjustments or discounts.
c. You hereby grant TopX a royalty-free, worldwide, non-exclusive irrevocable license to reproduce, distribute, and publicly perform and display the User Content provided via your account in connection with use of the Site, App, or Service, and to make derivative works and compilations of such User Content for purposes of displaying it on the Site or App.
d. You must not generate or place any User Content on the Site, App, or Service unless you have the rights or permissions to do so. You must not generate or place any User Content on the Site, app, or Service that is or may be false or misleading.
e. You must not:
i. Obtain or attempt to obtain unauthorized access to the accounts of other Users or to TopX servers;
ii. Impersonate another user or attempt to do so;
iii. Provide User Content or engage in conduct on the Site, with the 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;
iv. Harvest or collect email or other contact information for the purpose of sending or initiating unsolicited communications, whether written, oral, or electronic;
v. Harvest or collect ParentGood Content for the purpose of creating a database of information or posting or publishing it elsewhere;
vi. Use, copy, or republish the Site or ParentGood Content to provide services or for commercial purposes;
vii. Use the Site, App, or 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;
viii. Violate or encourage the violation of any applicable law in your User Content or by your conduct on the Site, with the App, or with the Service;
ix. Violate the privacy rights of anyone, by posting sensitive personal information of another on the Site, on the App, or otherwise;
x. Provide User Content or engage in conduct on the Site, with the 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;
xi. Provide User Content or engage in conduct on the Site, with the App, or with the Service constituting a breach of, or threat to, the security of the Site, App, or 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
xii. Engage in conduct that TopX believes, in its sole judgment and discretion, inhibits or limits another User’s use or enjoyment of the Site, App, or Service.

10.

Control of the Site

TopX reserves the right to remove any User Content and to change any content on the Site or displayed by the App it believes is necessary to remove or change in the course of its administration of the Site and App in its sole discretion, including any User Content that violates Section 9.

11.

Copyright Complaints

If you believe that any User Content or ParentGood Content on the Site, App, or Service violates your copyright rights, 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, and must include information sufficient to identify the work you claim to have been infringed, to provide TopX with means to communicate with you, and to confirm that the use you report is unauthorized, and a statement that you are the copyright owner 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, ParentGood Content, User Content, the Site, the 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 generate or place on the Site, App, or Service by you or someone using your account does not violate any Intellectual Property Rights of third parties. The ParentGood Content, the software used to provide the Service, and the code in the App and used to deliver the Service (collectively, “ParentGood Materials”) are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. TopX owns all right, title, and interest in and to the ParentGood Materials, and all Intellectual Property Rights in the ParentGood 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 ParentGood 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 Warranties. TopX warrants that the ParentGood Service delivered by the Site and App meet all of TopX’s published descriptions and specifications of the Service. TopX also warrants to you that any expert you use via the Service has undergone the vetting procedures listed in topx.team to determine the expert’s qualifications.

14.

GENERAL DISCLAIMER OF WARRANTY

YOU ACKNOWLEDGE THAT YOUR USE OF THE SITE, APP, AND SERVICE ARE AT YOUR OWN SOLE RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE YOU CAUSE BY YOUR USE OF THE SITE, APP, OR SERVICE. EXCEPT AS WARRANTED IN SECTION 13, THE SITE, APP, SERVICE, PARENTGOOD CONTENT, AND PARENTGOOD 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 THE SITE, APP, AND SERVICE MEET YOUR REQUIREMENTS, AND HAVE THE QUALITY THAT YOU NEED, AND TOPX DISCLAIMS ANY SUCH RESPONSIBILITY. TOPX MAKES NO WARRANTY THAT THE SITE, OPERATION OF THE APP, AND SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, FREE OF MALICIOUS SOFTWARE, OR ERROR-FREE, THAT THE PARENTGOOD CONTENT (INCLUDING BUT NOT LIMITED TO RATINGS OF EXPERTS) WILL BE ACCURATE OR RELIABLE, OR THAT ANY ERRORS IN THE SITE, APP, OR SERVICE WILL BE CORRECTED. TOPX IS NOT RESPONSIBLE FOR THE USER CONTENT ON THE SITE OR APP, CONTENT FROM OTHER USERS, OR THE ACTS OR OMISSIONS, WHETHER ONLINE OR OFFLINE, OF ANY USERS OF THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION.

15.

DISCLAIMER REGARDING LOCAL LAW

THIS AGREEMENT AND THE SERVICE ARE SUBJECT TO APPLICABLE LAW. YOU MUST NOT USE THE SITE, APP, OR SERVICE TO THE EXTENT THEY, OR ANY ASPECTS OF THE SERVICE, ARE PROHIBITED BY APPLICABLE LAW.
16.OTHER SPECIFIC DISCLAIMERS.
a. YOU ACKNOWLEDGE THAT YOUR USE OF AN EXPERT LISTED ON THE SERVICE AND THE SERVICES PROVIDED BY SUCH EXPERT ARE AT YOUR OWN SOLE RISK, AND TOPX DOES NOT WARRANT OR GUARANTEE THE SAFETY, EFFECTIVENESS, OR OUTCOME OF THE USE OF THE SITE, APP, OR ANY SERVICES PROVIDED BY EXPERTS.
b. TOPX ALSO DOES NOT WARRANT OR GUARANTEE THE AVAILABILITY OF EXPERTS FOR APPOINTMENTS AT ANY GIVEN TIME, AND TOPX DISCLAIMS ALL LIABILITY FOR THE UNAVAILABILITY OF AN EXPERT OR ANY CANCELLATION OR POSTPONEMENT OF ANY SESSION.
c. TOPX IS NOT RESPONSIBLE FOR ANY MALPRACTICE, BODILY INJURY, PROPERTY DAMAGE, OR ANY OTHER DAMAGES CAUSED BY AN EXPERT OR THE SERVICES THEY PROVIDE, 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 THE SITE OR APP, INCLUDING BUT NOT LIMITED TO RATINGS ON THE SITE OR APP.
d. NOTHING IN THE SITE, APP, OR SERVICE, INCLUDING BUT NOT LIMITED TO RATINGS ON THE SITE OR APP, SHALL CONSTITUTE A RECOMMENDATION OR ENDORSEMENT OF PARTICULAR PARENTING METHODS, EXPERTS, OR ANY CONDUCT, INFORMATION, OR PARENTING METHODS RECOMMENDED BY OTHERS ON THE SITE OR APP.
e. TOPX MAKES NO WARRANTY THAT THE INFORMATION PROVIDED BY OTHER USERS OR EXPERTS (INCLUDING BUT NOT LIMITED TO RATINGS) IS ACCURATE, CURRENT, COMPLETE, TIMELY, OR APPLICABLE TO YOUR PARTICULAR PARENTNG NEEDS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TOPX MAKES NO WARRANTY THAT THE INFORMATION ON THE SITE OR APP SUGGESTING PARENTING METHODS FOR CERTAIN SITUATIONS MATCHES USERS’ ACTUAL PARENTING NEEDS, AND THE INFORMATION ON THE SITE AND APP DOES NOT CONSTITUTE ADVICE TO IMPLEMENT ANY SPECIFIC PARENTING METHODS OR USE ANY SPECIFIC EXPERT OR TYPE OF EXPERT. USERS ARE SOLELY LIABLE FOR ANY LIABILITY OR EXPENSE ARISING OUT OF THEIR FAILURE TO PROVIDE ACCURATE, CURRENT, COMPLETE, OR TIMELY INFORMATION.

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, THE SITE, THE APP, THE SERVICE, OR THE PARENTGOOD MATERIALS, WHETHER UNDER CONTRACT, TORT, NEGLIGENCE, STATUTE, OR OTHERWISE, EXCEED THE GREATER OF (a) $100 OR (b) THE AMOUNT YOU HAVE PAID IN EXPERT FEES IN THE PRECEDING 12-MONTH PERIOD. THE FOREGOING LIMITATIONS AND EXCLUSIONS OF DAMAGES SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

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:
a. Your breach of any warranty or provision in this Agreement or any false representation;
b. Any violation of law by you;
c. Any User Content you post on or share using the Site or app;
d. Any and all Claims by third parties against one or more Indemnified Party based on allegations:
i. That your User Content infringes upon any Intellectual Property Rights; or
ii. Relating to your use of the Site, App, or Service, or your acts or omissions during your use of the Site, App, or Service; or

20.

Term and Termination

This Agreement shall remain in effect until terminated. You may terminate this Agreement at any time by providing notice to TopX or following the instructions on the Site or App to cancel your account (and thereby terminate this Agreement). 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. Without limiting the generality of the foregoing, TopX is entitled to 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. After termination of this Agreement, you will stop using the Site, App, and Service. This sentence and Sections 1, 2, 6, 9(c)-(e), 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 notices and communications required or permitted under this Agreement shall be in writing by email and sent to the following address:
If to you: To your email address of record
If to TopX: To privacy@TopX.team
A notice is deemed given the business day after it is emailed.
22.Agreement to Arbitrate.
a. ANY DISPUTE, CLAIM, OR CONTROVERSY (collectively, “Claims”) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SITE, THE APP, THE SERVICE, OR THE PARENTGOOD 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.
b. Nothing in this Agreement shall be construed to preclude a party from bringing an individual action in small claims court.
c. 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.
d. 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.
e. 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.
f. 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.
g. The parties may vary the dispute resolution procedures in this section by a later written agreement.
h. 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 as described in Section 21 within thirty days after first becoming subject to this Agreement to Arbitrate or any amendment of it. 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 Site or the App. Your continued use of the Site, App, or 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, App, and Site 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 you and your heirs, representatives, and permitted successors and assigns.

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