These Terms of Service is the agreement between you and TopTech Realty, LLC, an Oregon limited liability company (referred to as “TopTech”).
This is a legally binding agreement. You should read this carefully.
1. Your Relationship with TopTech.
1.1Your use of TopTech’s software, services, web sites, and products (referred to collectively as the “Services”) is subject to this agreement.
Unless otherwise agreed to in writing by TopTech, your agreement always includes these terms and conditions.
1.2Your use of and receipt of any Services is conditioned upon you first accepting and being bound by this agreement.
You may accept this agreement by:
1.2.1Clicking to accept or agree to the terms of service, where this option is made available to you in the user interface for any Service; or
1.2.2By actually using any Service.
1.3TopTech may access your account, view/add/update Personal Information and other Data at any time, including without limitation to provide support services.
2. Change to the Services
2.1The form and nature of the Services may change from time to time without prior notice to you.
TopTech may update and modify the website, user interface, and functionality provided to you as part of the Services (collectively, the “Website”).
2.2If Services are stopped, you may be prevented from accessing the Services, your account, or files or content which is contained in your account.
2.3TopTech may from time to time prescribe usage limits on the amount of time or amount of bandwidth that you may use of the Website.
3. Use of Services by You
3.1You agree to use the Services only for purposes that are permitted in this agreement and that are in compliance with all applicable laws, regulations, practices, or guidelines in effect in the relevant jurisdiction, including any laws regarding the export or data or software to and from the United States.
3.2You agree not to engage in any activity that interferes with or disrupts the Services.
3.3You agree not to reproduce, duplicate, copy, sell, trade, or resell the Services in whole or in part. You agree not to attempt to use the Service with crawlers, robots, data mining, or other extraction tools.
3.4You shall not and shall not permit any user to access, store, distribute, or transmit any software virus or any material that is unlawful, obscene, discriminatory, or causes damage or injury.
3.5You shall use all reasonable efforts to prevent unauthorized access to the Services and shall notify us promptly if you become aware of any unauthorized access.
4. Data Ownership and Use
4.1You acknowledge and agree that TopTech owns any data, files, text, names, addresses, e-mail addresses, phone numbers, notes, and any other information (collectively, the “Data”) that you or any other person or company transmits, inputs, uploads, posts, or otherwise incorporates into the Website.
4.2Any Data that you create and input into the Website must not infringe upon any trade secret or other intellectual property of any other person or entity. Any Data that you create must only contain personal data that has been acquired with all legally-required consent. You agree not to transmit, input, upload, post, or otherwise incorporate any Data that you know to be inaccurate, or that is protected by trade secret, proprietary, or privacy rights, unless you are the owner of such rights or have permission.
4.3TopTech may use the Data for any purpose. You or any other person or company that creates Data hereby grants and conveys to TopTech ownership of or, to the extent constituting intellectual property which cannot by its nature be conveyed, a permanent, worldwide, royalty-free, and irrevocable license to use such Data, including for commercial purposes.
4.4You may not copy, sell, resell, distribute, loan, lease, license, create derivative works of, or otherwise transfer any or all of the Data that you access which is created by TopTech or included without your input in the Website.
4.5TopTech does not guaranty that you will have access to any Data after it is input into the Website. Data may be modified or deleted at any time. You are responsible for backing up or having separate records of your own Data.
5. Billing and Payment
5.1If you elect to obtain paid Services, TopTech will bill you in advance for the use of Services indicated in the subscription. You agree to maintain valid and up-to-date billing information in connection with your account.
5.2Pricing may change at any time upon prior notice sent to you or accepted by you via TopTech’s website.
5.3If your Service is discontinued, for any reason or no reason, TopTech does not issue refunds for any unused subscription periods.
5.4Payments are due in advance of receiving Services and any invoices are due upon receipt. Any delinquent payments accrue interest at 1.5% per month or, if lower, the highest rate permitted by law, until paid in full.
5.5Services will automatically renew after each subscription period unless you terminate your Services by notice to us or in the account settings provided in the Website.
5.6You are responsible for all taxes, duties, and customs fees associated with the sale of Services. If TopTech is obligated to pay or collect any taxes, duties, or customs fees, they will be invoiced to you.
6. TopTech’s Proprietary Rights
6.1TopTech gives you a personal, worldwide, non-assignable and non-exclusive license to use the Website. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services in the manner permitted in this agreement.
6.2TopTech or its licensors own all legal right, title, and interest in and to the Services and the Website, including any intellectual property rights.
6.3You do not have the right to copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Website or any part of the Website.
6.4You do not have any right to use TopTech’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.
7.1TopTech may assign its rights and obligations in this agreement.
7.2You may not assign any rights and obligations in this agreement or any right to use the Services. You may not assign or grant a sub-license of your rights to use the Website, grant a security interest in or over your rights to use the Website, or otherwise transfer any part of your rights to use the Website
8. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITIES
8.1YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THE SERVICES AND WEBSITE ARE PROVIDED "AS IS." TOPTECH EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TOPTECH DOES NOT REPRESENT OR WARRANT THAT:
8.1.1THE SERVICES MEET YOUR REQUIREMENTS;
8.1.2THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR FREE FROM ERROR;
8.1.3THE DATA THAT YOU TRANSMIT, INPUT, UPLOAD, POST, OR OTHERWISE INCORPORATE INTO THE SERVICES
8.1.4ANY INFORMATION OBTAINED BY YOU AS A RESULT OF THE USE OF THE SERVICES IS ACCURATE OR RELIABLE; OR
8.1.5 ANY DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SERVICES WILL BE CORRECTED.
8.2TOPTECH IS NOT LIABLE FOR:
8.2.1ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS; OR
8.2.2ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(A)ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY DATA;
(B)ANY CHANGES WHICH TOPTECH MAY MAKE TO THE SERVICES OR WEBSITE, OR ANY PERMANENT OR TEMPORARY CHANGE OR CESSATION IN THE PROVISION OF THE SERVICES OR WEBSITE;
(C)THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY DATA AND OTHER CONTENT MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES; OR
(D)YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL
8.3THIS SECTION 8 CANNOT BE MODIFIED. NO COMMUNICATION TO OR FROM TOPTECH, WHETHER WRITTEN OR ORAL, CREATES ANY WARRANTY OTHER THAN WHAT IS EXPRESSLY STATED IN THIS SECTION 8.
8.4NOTHING IN THIS AGREEMENT MAY DISCLAIM OR MODIFY ANY WARRANTY OR REPRESENTATION WHICH IS REQUIRED BY LAW. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
9.Termination or Amendment of Agreement
9.1Services may stop at any time, either permanently or temporarily, within TopTech’s sole discretion, without prior notice to you. You may stop using the Services at any time.
9.2TopTech may terminate this agreement if you breach this agreement, if required by law, or at any other time for any other reason. In the event of termination, the provisions of Section 4 (Data Ownership and Use), Section 5 (Privacy and Information), Section 6 (TopTech’s Proprietary Rights), Section 7 (Assignment), and Section 8 (Exclusion of Warranties and Limitation of Liabilities) continue to apply.
9.3TopTech may make changes to this agreement from time to time. When those changes are made, TopTech will make a new version of this agreement available on its website or in connection with accessing the Services. If you use the Services on or after the date on which this agreement has been changed, your use is acceptance of the updated agreement.
10. Other Terms and Conditions
10.1This is the whole agreement with TopTech and governs your use of the Services. This replaces any prior agreement.
10.2You agree that notices may be sent to you by e-mail, regular mail, or posting to the Website.
10.3 If a legal right or remedy is not exercised or enforced, such right or remedy is not waived and remains available.
10.4If any tribunal having jurisdiction determines that any provision in this agreement is invalid, then the remaining terms remain in full force and effect and continue to be valid and enforceable.
10.5This agreement inures to the benefit of and may be enforced by any affiliate or subsidiary of TopTech
10.6This agreement, the Services, and the Website are governed by the laws of the State of Oregon, without regard to any conflict of laws. Exclusive jurisdiction to any matter related to this agreement, the Services, and the Website is in the courts located in Washington County, Oregon, except that TopTech may seek injunctive relief in any jurisdiction
10.7If you are a business entity, then the individual accepting on behalf of the entity (for the avoidance of doubt, for business entities, in these agreement, “you” means the entity) represents and warrants that he or she has the authority to act on your behalf, that you represent that you are duly authorized to do business in the country or countries where you operate, and that your employees, officers, representatives, and other agents accessing the Services are duly authorized to legally bind you to this agreement.