These are the binding terms and conditions of your subscription for TopLeft with its legal entity TopLeft Technologies Ltd, hereafter referred to as TopLeft.
TopLeft Subscriptions
In consideration of the receipt of the applicable license fee by Client, during the term of this Agreement, TopLeft shall grant Client a non-exclusive, non-transferable license and right to use the Monthly, Quarterly and Annual TopLeft Subscriptions set out in the quote.
Payment
Invoices are due on receipt.
Ownership Rights
Client shall have legal right to use and have TopLeft provide Services with respect to any text, images, computer software, equipment or other technology, whether owned by Client or third parties (“Client Provided Technology”) for which TopLeft is requested to provide Services. Client shall grant TopLeft a non-exclusive, royalty-free license and right to use Client Provided Technology in the performance of Services. TopLeft shall own all intellectual property and intellectual property rights arising from the Services (“Deliverables”). During the term of this Agreement, TopLeft shall grant Client a non-exclusive, non-transferable license and right to use the Deliverables and any text, images, computer software, equipment or other technology provided by TopLeft, including the Monthly TopLeft Subscription (“TopLeft Material”) in providing the Services to enable Client to receive the Services.
Client does not have any right to otherwise use, reuse, resell, create derivative works, reverse-engineer or transfer TopLeft Material.
Confidentiality.
Without limiting the terms of any prior executed confidentiality or non-disclosure agreement between Client and TopLeft (“NDA”), Client and TopLeft acknowledge and agree that all proprietary and non-public documents and information provided by either party to the other (the “Confidential Information”) will constitute valuable property and trade secrets of the disclosing party. The recipient party shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, use or disclose, either directly or indirectly, all or any part of the Confidential Information except to provide or receive Services. The receiving party shall disclose Confidential Information to its parents, subsidiaries, affiliates, owners, directors, officers, employees, contractors, consultants and advisors on a strictly need-to-know basis and shall ensure that such persons shall execute appropriate written agreements sufficient to comply with all the provisions of this Agreement. In the event of a conflict between the terms hereof and the NDA, parties agree that the terms hereof shall control.
Third Party Obligations.
Client shall be responsible to keep TopLeft apprised of any confidentiality obligations owed to third parties and any regulatory requirements pertaining to the material subject to the Services. TopLeft shall use commercially reasonable efforts to comply with such. Except in the case of willful misconduct and gross negligence of TopLeft, Client shall keep TopLeft indemnified against any claims, losses, demands, damages, cause of action, regulatory penalties arising from any breach of the foregoing obligations. There are no third party beneficiaries to this Agreement except as to obligations owed by Client to vendors of Project Infrastructure.
Limited Warranty and Limitation on Damages.
TopLeft warrants the Services will substantially conform to the Scope of Work. If the Services or Deliverables do not conform to the Scope of Work, TopLeft shall correct the Services or Deliverables without unreasonable delay, at TopLeft’s expense and without charge to Client, to bring the Services or Deliverables into conformance with the Scope of Work. This warranty shall be the exclusive remedy available to Client. Client waives any other warranty, express or implied, including any warranty as to merchantability or fitness for a particular purpose as to the TopLeft Material, Services or Deliverables. Client acknowledges that TopLeft is not responsible for the results obtained by Client from the TopLeft Material, Project Infrastructure, Services or Deliverables. Without prejudice to the foregoing, Client waives any claim for damages, direct or indirect, consequential, incidental or punitive and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to TopLeft for the Services during the preceding three months.
Equipment and Malware.
Client agrees to make available to TopLeft, for TopLeft’s use in performing the Services, such items of documentation, passwords, hardware and software as TopLeft considers necessary for such purpose. Client agrees not to attempt any access to TopLeft systems, network and technology other than as approved by TopLeft. Client shall not introduce any malware into TopLeft network or systems.
Acceptable Use.
Client does not deal in the following content or products, or primarily work with its own clients who deal in the following:
Offensive, Pornographic, Pro-death (promoting euthanasia or abortion), Illegal (drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking), Malicious or fraudulent, Defamatory or violates a person’s privacy, Racist, Cybercrime, Spammers
Entire Agreement.
This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto.
Governing Law, Jurisdiction, Remedies.
This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada. Exclusive jurisdiction and venue shall be in Chilliwack, B.C. The rights of TopLeft set out in this Agreement are in addition to and not in lieu of any rights available at law or in equity. TopLeft shall be entitled to seek equitable and injunctive relief from any court with jurisdiction where it considers such necessary to protect its rights. TopLeft shall be entitled to all costs including legal fees incurred in pursuing remedies available to it under this Agreement.
Assignment and Binding Effect.
This Agreement shall be binding upon and inure to the benefit of Client and TopLeft and their respective successors and permitted assigns. Client may not assign this Agreement or its rights or obligations without the prior written consent of TopLeft. Parties agree that the agreement represents a commercial bargain between them and shall not be construed against any one party.
Waiver.
The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.
Good Faith.
Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.
Indemnification.
Client warrants that Client Provided Technology is legally owned or licensed to Client. Client agrees to indemnify and hold TopLeft harmless from any and all demands, liabilities, losses, costs and claims, including legal fees, in connection with TopLeft’s use of Client Provided Technology.
Use of Services for Promotional Purposes.
Client grants TopLeft the right to reference the Services or Deliverables or the Client’s name for promotional purposes and/or to cross-link it with other services offered by TopLeft.
Identification of TopLeft.
Client agrees that TopLeft’s identification may be associated with the Services or Deliverables as the creators. Client also agrees to put TopLeft’s copyright notices on the Services or Deliverables and the relevant content therein.
No Responsibility for Loss.
TopLeft is not responsible for any down time, lost files, improper links or any other loss that may occur from any service or deliverable related to TopLeft’s work or the rendering of the Services or Deliverables.
Term and Termination
This Agreement shall automatically renew month to month unless terminated in accordance with the terms of the Agreement. This Agreement may be terminated by either party upon 30 days prior written notice, for any reason or no reason.
Agreement Acceptance
Subscribing or maintaining a subscription to TopLeft services via the online store shall constitute approval of these Terms & Conditions.