Topsort Legal

1. Company owns all right, title and interest (including intellectual property rights) in and to (a) the Services, the Software, the Company websites used to provide the Services (the "Site"), and any other documents, software, materials, content, or other intellectual property provided by or on behalf of Company in connection with the Services (other than Customer Data), including but not limited to the look and feel, structure, organization, design, algorithms, templates, data models, logic flow, text, graphics, logos, and screen displays associated therewith; and (b) all modifications, enhancements, updates and derivative works thereof and thereto. If Customer acquires any right, title or interest in or to any of the foregoing other than the limited licenses expressly granted in this Agreement, Customer hereby assigns all such right, title and interest to Company. Except for the limited rights and licenses expressly granted hereunder, no other license is granted to Customer, no other use is permitted and Company shall retain all right, title and interest in and to the foregoing.
2. Customer Data. Customer shall retain ownership of all content and data provided to Company by Customer or its Authorized Users in connection with Customer's use of the Site, the Software and the Services ("Customer Data"). Customer hereby grants Company a non-exclusive, sublicensable, transferable license during the Term to copy, use, distribute and disclose the Customer Data solely as necessary to provide the Services.
3. Data Use. Company may derive and compile from Customer's usage of the Services certain aggregated and/or analytical information, so long as such aggregated or analytical information does not reveal any information about Customer or any individual. Such aggregated data and metadata may be used for Company's own purposes without restriction, including, but not limited to, using such data in conjunction with data from other sources to improve Company's products and services, create new products and marketing. Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) use, disclose and otherwise exploit such data solely in aggregate or other de-identified form for any lawful purpose. No rights or licenses are granted except as expressly set forth herein.
4. License Grant. Customer hereby assigns to Company any suggestions, ideas, enhancement requests, feedback, or other information provided by Customer or any Authorized User relating to the Services, Site or Software, and Company may use and exploit the foregoing without restriction or renumeration to Customer.

1. Use of API. Company provides an application programming interface ("API") as part of the Services.
2. API Limits. Company may from time to time set and update limits on Customer usage of the API, including without limitation limits on API requests and access to data (the "API Limits"). The API Limits will be described on the Site and/or in Company documentation provided through the Site or Services. Customer agrees to comply with all API Limits, and further agrees that Customer will not use the API in a manner that constitutes excessive or abusive usage, or otherwise is in breach of the terms of this Agreement, the Policies or the API Limits. Without limiting the foregoing, Customer agrees not to use the API in a manner that competes with any software or services provided by Company, or that provides API functionality to third parties. Customer will not circumvent or attempt to circumvent any API Limits.
3. Usage Monitoring. Company reserves the right to monitor Customer API and Software and Services usage to verify compliance with the terms of the Agreement and to improve Company's products and services. Customer agrees not to interfere with any such monitoring.
4. Update of API. Company may update the API from time to time pursuant to Section 2.6.
5. Maintenance Window. Company allocates time weekly on Sundays between 3:00 AM and 3:30 AM within the timezone of the given API server for maintenance. Interruptions during this time window are a possibility.

1. Each party receiving Proprietary Information (the "Receiving Party") understands that the party making available such Proprietary Information (the "Disclosing Party") may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Company includes information regarding features, functionality and performance of the Services and Software. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance or receipt of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information (other than trade secrets) after five (5) years following the disclosure thereof or to any information that (a) is or becomes generally available to the public, (b) was in the Receiving Party's possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to the Receiving Party without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. The Receiving Party may also disclose Proprietary Information of the Disclosing Party if required by law or regulation or by a court of competent jurisdiction, provided that the Receiving Party will provide notice of such disclosure requirement to the Disclosing Party (unless prohibited by law from doing so) and will use reasonable efforts, at the Disclosing Party's cost, to limit the scope of such disclosure. Each party acknowledges and agrees that any violation of this Section may cause the Disclosing Party irreparable injury for which the Disclosing Party would have no adequate remedy at law, and that the Disclosing Party shall be entitled to seek preliminary and other injunctive relief against the Receiving Party for any such violation. Such injunctive relief shall be in addition to, and not in limitation of, all other remedies or rights that the disclosing party shall have at law or in equity.
2. Upon termination or expiration of the Agreement, the Receiving Party will return to the Disclosing Party or destroy all Proprietary Information delivered or disclosed to the Receiving Party, together with all copies in existence thereof at any time made by the Receiving Party.
3. Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
4. Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its internal business. No rights or licenses are granted except as expressly set forth herein.

1. Company may use Customer's name and logo solely to identify Customer as the Company's customer (a) on the Company's website; (b) on the Company's social media channels (i.e. Facebook, Instagram, Twitter and LinkedIn, etc.), and (c) in the Company's printed marketing materials, in each case, within a list of Company's clients.
2. For the avoidance of doubt, in using the Customer's name and logo, the Company may not: (a) single out or highlight Customer in any way; or (b) otherwise state that Customer recommends, promotes or endorses the Company or its services.
3. If the Company wishes to publish Customer's testimonials or a case study based on the services it provides to the Customer, it shall only do so upon agreeing the proposed content of such testimonial and/or a case study with the Customer in writing in advance.
4. The authorization granted in this clause is: (i) subject to the Company's abiding to all Customer's branding guidelines at all times, as those may be amended or supplemented by Customer; (ii) revocable and limited to the duration of the Agreement. Once the Agreement is terminated, the Company shall cease any use of Customer's name and logo, unless specifically agreed otherwise in writing.

1. Customer agrees to pay Company all fees and applicable charges associated with the Services as set forth in the Order (the "Fees"). Unless otherwise set forth in the Order, the following payment terms shall apply: (i) Base fees for the first year are due upon the Effective Date and payable annually; (ii) Subsequent fees will be invoiced, in arrears, within five (5) days after the end of each 30 day period during the Term. If credit card payments are specified on the Order, Customer authorizes its credit card to be charged by Company for the invoiced amount at the time of invoice. If Customer is not paying by credit card, then Customer agrees to pay the invoiced amount within thirty (30) days of receipt. Company reserves the right to change the Fees and to institute new Fees at the end of the Initial Service Term or the current Renewal Term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than the due date for the corresponding invoice in order to receive an adjustment or credit. Inquiries should be directed to Company's account manager responsible for Customer. Except as expressly set out in this Agreement, all payments under this Agreement are non-refundable and, unless otherwise agreed by Company, shall be made in United States dollars. Past-due payments will be subject to late payment charges of the lesser of: (a) one percent (1%) per month, or (b) the maximum rate allowed by law.
2. If a payment of any Fees becomes five (5) days or more overdue, Company reserves the right to suspend Customer's access to the Services, without liability to Customer, until payment is made in full. If any payment becomes ten (10) days or more overdue, Company may terminate the Agreement upon notice to Customer.
3. If Customer has procured the Services through a Partner Transaction, then different terms regarding invoicing, payment and taxes may apply as specified between Customer and the Partner. Customer acknowledges that: (a) Company may share information with the Partner related to Customer's use of Company's Services; (b) the termination provisions contained herein will also apply if Customer's Partner fails to pay applicable fees; and (c) Partner is not authorized to make any changes to this Agreement or otherwise authorized to make any warranties, representations, promises or commitments on behalf of Company or in any way concerning the Services.
4. The fees do not include Taxes and similar assessments. For purposes of this Agreement, "Taxes" shall mean any sales, excise, value-added (and other similar) taxes, duties and charges of any kind imposed by a governmental authority on amounts payable under this Agreement, other than taxes imposed on Company's income. Customer shall be responsible for all Taxes associated with Services. Customer shall also be responsible for all the costs involved in the payment of the Fees to Company, whether they are costs involved in a bank transfer of the fees, costs associated with a payment processing company that handles the transfer of the fees, costs associated with payment of the fees through credit cards, or others costs of transferring payment of the Fees. If Customer is required by applicable law or regulations to deduct or withhold from any amounts payable to Company under this Agreement any Taxes or other amounts, the amounts payable to Company shall be increased as necessary so that after making all required deductions (including deductions applicable to additional amounts payable under this Section) Company receives an amount equal to the sum it would have received had no such deductions been made.

1. Subject to earlier termination as provided below, this Agreement commences on the Effective Date and continues for the initial service term as specified in the Order (the "Initial Service Term"), and shall be automatically renewed for the periods specified in the Order (each, a "Renewal Term", and collectively, the "Term"), unless written notice of non-renewal is requested by either party at least thirty (30) days prior to the end of the Initial Service Term or then-current Renewal Term.
2. In addition to any other remedies it may have, either party may also terminate this Agreement immediately upon written notice, (a) if the other party materially breaches any provision of this Agreement and fails to cure such breach within 30 days (or 5 days in the case of non-payment) after receiving written notice of such breach from the non-breaching party, or (b) if the other party makes any assignment for the benefit of creditors, or a receiver, trustee in bankruptcy or similar officer is appointed to take charge of any or all of the other party's property, or the other party seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding or such a proceeding is instituted against the other party and is not dismissed within 90 days, or the other party becomes insolvent or, without a successor, dissolves, liquidates or otherwise fails to operate in the ordinary course. Company may suspend or terminate Customer's use of the Services at any time without prior notice: (a) in order to prevent damages to, or degradation of, Company's network integrity or infrastructure; (b) if needed to comply with any law, regulation, court order, or other governmental request or order; (c) in order to otherwise protect Company from potential legal liability; (d) if Customer does not provide a valid payment method; (e) if the Customer violates the usage restrictions contained herein or in the Policies; (f) if the Customer is found to use abusive or harassing language toward any of Company's employees; or (g) as otherwise provided in this Agreement.
3. Upon termination or expiration of this Agreement: (a) Customer will pay the remaining Fees for the Services in full; and (b) Customer will, and will cause its Authorized Users to, immediately cease use of the Services and to uninstall and delete any local Software. Upon any expiration or termination of this Agreement, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data.
4. All sections of this Agreement which by their nature should survive expiration termination will survive expiration or termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

1. Customer and Company each represent and warrant to each other that they have full authority to enter into the Agreement and are not bound by any contractual or legal restrictions from fulfilling their obligations hereunder.
2. Customer represents and warrants to Company as follows: (a) the Customer Data is owned by Customer or Customer has the full right to provide the Customer Data to Company for the purposes described herein; (b) the use of Customer Data by Company pursuant to this Agreement does not and will not infringe or misappropriate any copyright, trademark, trade secret or other intellectual property right; (c) the Customer Data does not violate any person's right of privacy or publicity; (d) the Customer Data does not contain any unlawful, obscene, defamatory or libelous material; and (e) Company's use and distribution of Customer Data in connection with the Services, and as otherwise permitted herein, will not breach any covenant or obligation of confidentiality that Customer has to any other person or entity. Customer is solely responsible for the content of the Customer Data, and acknowledges that Company has no responsibility or intent to review or monitor any Customer Data.
3. Customer shall be solely responsible for its use of the Services, and Customer acknowledges and agrees that the Services are strictly a tool to be used in conjunction with good and reasonable business judgment by competent personnel.
4. COMPANY DOES NOT WARRANT THAT THE SERVICES AND SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR SOFTWARE. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND SOFTWARE ARE PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

1. Customer Indemnification. Customer, at its own expense, shall indemnify, defend and hold Company harmless from and against all liability, damages, injuries, losses, costs and expenses (including attorneys' fees) arising out of or relating to Customer's use of the Services, including but not limited to liability, damages, injuries, losses, costs and expenses arising from any claims relating to: (a) Customer's breach of any provisions of this Agreement, (b) Customer's violation of applicable laws and regulations, (c) the Customer Data or its use by the Company as permitted hereunder; and (d) any activities that occur through Customer's account for the Services. Company shall provide Customer with prompt written notice of any such claim.
2. Company at its own expense, shall indemnify, defend and hold Customer harmless from and against all liability, damages, injuries, losses, costs and expenses (including attorneys' fees) in each case to the extent any of the foregoing are incurred as a result of a claim, action or proceeding brought against Customer by a third party alleging that the Services (excluding, for the avoidance of doubt, the Customer Data), or Customer's use of the Services in accordance with the Policies and this Agreement, infringe, misappropriate or otherwise violate the U.S. patent, copyright, trademark, trade secret or other intellectual property rights of such third party (each, an "Infringement Claim"). Customer must immediately notify Company of any Infringement Claim, allow Company to control the defense and settlement of the claim, and provide reasonable cooperation to Company (at Company's expense) in the defense of the claim. Company will not enter into a settlement of any such claim in a manner that imposes any liability on Customer without Customer prior written consent (not to be unreasonably withheld). Company will not be responsible for any settlement it does not approve in writing.
3. If Services are held by a court of competent jurisdiction to be, or are believed by Company to be, infringing, misappropriating or violating any intellectual property rights, Company may, at its option and expense (a) replace or modify the Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Services as contemplated by this Agreement, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and require Customer and its Authorized Users to cease using the Services upon written notice and promptly refund to Customer, on a pro rata basis, the share of any Fees prepaid by Customer for the future portion of the Term that would have remained but for such termination. Section 10.2 and this Section 10.3 states Company's sole and exclusive obligation, and Customer's sole and exclusive remedy, for any claim that the Services, or any use of the Services, infringe, misappropriate or violate any third party's intellectual property rights.
4. The foregoing obligations in Sections 10.2 and 10.3 do not apply: (a) with respect to portions or components of the Services (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, or (iv) that are combined with other products, processes or materials where the alleged infringement relates to such combination; (b) where Customer continues the allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (c) where the applicable claim arises from Customer's use of the Services in violation of this Agreement or the Policies.

1. Company's maximum liability (whether in contract, tort, negligence, strict liability in tort, or by statute or otherwise) to Customer or to any third party concerning performance or non-performance by Company, or in any manner related to this Agreement or the Services, for any and all claims shall not exceed in the aggregate the Fees paid by Customer to Company hereunder (excluding any Fees or charges relating to approved expenses incurred by Company on behalf of Customer) during the three (3) months prior to the date that the first cause of action accrued.
2. In no event shall either party be liable for special, consequential, incidental, indirect or punitive loss, damage or expenses whether arising in contract or tort (including but not limited to lost profits, loss of data, or the cost of recreating lost data), even if it has been advised of their possible existence, provided that the foregoing will not apply to limit: (a) Customer's obligations or liability under Section 10.1, (b) Customer's liability for breaches of Section 6, or (c) Customer's infringement, misappropriation of violation of any intellectual property rights of Company or its licensors.
3. The allocations of liability in this Section represent the agreed and bargained-for understanding of the parties and Fees payable hereunder reflect such allocation. These limitations of liability will apply notwithstanding any failure of essential purpose of any limited remedy.

1. Force Majeure. Neither party shall be liable for any failure or delay in the performance of its obligations (except for payment obligations hereunder) due to causes beyond the reasonable control of the party affected, including but not limited to war, sabotage, insurrection, riot or other act of civil disobedience, strikes or other labor shortages, act of any government affecting the terms hereof, acts of terrorism, accident, fire, explosion, flood, hurricane, pandemic, severe weather or other act of God, failure of telecommunication or internet service providers.
2. Entire Agreement; Amendment. This Agreement (including the Policies and Order and any attachments thereto specifically agreed by the parties) constitutes the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions are hereby rejected and shall be null and void. In the event of any conflict between this Agreement and the Order, then the Order will take priority to the extent of such conflict. All waivers must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. Company may modify this Agreement from time to time in which case it will update the "Last Revised" date at the top of the webpage on which this Agreement is contained. If Company makes changes that are material, it will use reasonable efforts to attempt to notify Customer, such as by e-mail and/or by placing a prominent notice on its website. The updated Agreement will be effective as of the time of posting, or such later date as may be specified in the updated Agreement; provided, however, that if the Company makes any material changes to this Agreement, then the Customer may, within 10 days of receiving notice (or otherwise becoming aware) of such changes, terminate this Agreement upon written notice to the Company. Customer's continued access or use of the Services after such 10-day period will be deemed Customer's acceptance of such modifications. No amendment shall apply to a dispute for which an action has been initiated in a court of competent jurisdiction prior to the amendment in this Agreement.
3. Assignment. This Agreement and the rights and obligations hereunder may not be assigned, transferable or sublicensable in whole or in part by Customer except with Company's prior written consent. Company may transfer, subcontract and assign this Agreement or any of its rights and obligations under this Agreement without consent.
4. Severability. Every provision of the Agreement is intended to be severable. If any section of the Agreement is found to be invalid or unenforceable, then such section will be limited or removed from the Agreement to the minimum extent necessary and the rest of the Agreement will remain in full force and effect and enforceable.
5. Independent Contractors. The parties are and intend to be independent contractors with respect to the services contemplated hereunder and so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other's behalf. Company agrees that neither it, its employees nor its contractors shall be considered as having an employee status with Customer. No form of joint employer, joint venture, partnership, or similar relationship between the parties is intended or hereby created. Except for Section 10, there are no intended third-party beneficiaries under the Agreement.
6. Notices. All notices under this Agreement will be in writing to (a) in the case of Customer, to the Customer address in the Order, and (b) in the case of Company, to the Company address in the Order (or such other address identified by Company from time to time). Notices will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

Governing Law & Press Release. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. The state and federal courts located in the State of California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts, provided that nothing in this Section prohibits either party from seeking or obtaining in any jurisdiction injunctive or similar relief in connection with the enforcement of this Agreement. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.