These Terms of Use AKA Master Subscription Agreement (the “Agreement”) form an agreement between You, the company accessing the Services (hereinafter defined) through an authorized user (“You” or “ISO”) and TopDogCRM LLC having its place of business at 510 Century Blvd., Wilmington, DE 19808 USA (the “TopDogCRM”, “Company”, “We” or “Us”).
THIS IS A LEGALLY BINDING AGREEMENT, PLEASE READ IT CAREFULLY. YOU MAY ONLY ENTER INTO THIS AGREEMENT IF YOU ARE DOING SO IN YOUR CAPACITY AS AN AUTHORIZED USER AND REPRESENTATIVE OF THE ISO AND NOT AS AN INDIVIDUAL CONSUMER.
This website (the “Site”) and all applications accessed from this website are considered proprietary and are solely intended for authorized users only. Use of this site and all applications accessed from this site implies you have received proper authorization, have agreed to comply with all security policies, terms of use, and any related or other terms, conditions, policies and other requirements related hereto your use of. Your access to this Website in any way is evidence of your acceptance of the Terms and the enforcement of said Terms. If you do not agree to these terms and conditions, you may not use the Site.
TopDogCRM reserves the right, in its sole discretion, to change, modify, or otherwise alter these Terms at any time effective upon posting of the modified Terms on the Site. Please review the Terms periodically. Your continued use of the Site or any materials or services accessible through it, after such posting or notification means you accept the modifications. The use by You of any content or services accessible through the Site may be subject to your acceptance of separate agreements with TopDogCRM or third parties.
Company and ISO may individually be referred to as a “Party” and together as the “Parties”.
TopDogCRM has developed a software solution, TopDogCRM, used by independent sales organizations to facilitate business management (the “Services”). as the Service’s features may include, without limitation, merchant management, agent management, equipment and inventory, accounts receivable and invoicing, reporting tools, lead tracking, and residual processing, subject to change from time to time consistent with this Agreement.
You wish to make use of the Services which use is strictly subject to the terms and conditions set forth herein.
Definitions
“Account Agreement” shall mean an agreement between an Acquiring Bank Account and either ISO or Processor, or both, pursuant to which the Account receives Account Services.
“Account Application” shall mean the application or portal (electronic or paper) used by any of a Processor, Acquiring Bank or ISO to ascertain whether a given potential Account is eligible to procure the Account Services and includes the terms of the applicable Account Agreement, such as they may be from time to time.
“Account Information” shall mean any and all information concerning a given Account, including, without limitation, such information as a Processor may require to be included in an Account Application.
“Account Portal” is a means of accessing the Service available to certain Accounts of the ISO as per the terms of this Agreement and an Order Form.
“Account Principal/Customer” means an individual principal or guarantor of any Account.
“Account Services” means services supplied to Accounts by Processor, Acquiring Bank or ISO, such as, for example purposes only, payment processing services for payment card transactions.
“Account” means a merchant or other business that wishes to or has agreed to procure Account Services or Processor Services as a result of the direct or indirect solicitation by ISO or any of its Users.
“ACH” means the Automated Clearing House settlement process used to effect debits and credits to the ISO DDA.
“Account Data” means all data collected by or from Reseller and/or its Registered Merchant in connection with Registered Merchant’s use of the Product (as defined below), including Registered Merchant information, transaction information and information about Registered Merchant’s business used with or stored in or by the Product.
“Account Services” means services supplied to Accounts by Processor, Acquiring Bank or ISO, such as, for example purposes only, payment processing services for payment card transactions.
“ACH” means the Automated Clearing House settlement process used to effect debits and credits to the ISO DDA.
“Acquiring Bank” means any financial institution acting as part of a Payment Network and sponsor of ISO or ISO’s Affiliates.
“Active Account” means an Account: (i) that was added to the TopDogCRM Instance during the current billing period for the first time via a Third Party Application, residual report import or manually by a User; or (ii) for which TopDogCRM has reported any new data that was received from a Third Party Application such as deposits, transactions, Account demographic changes, chargebacks or statements during the current billing period; or (iii) where an ISO or any User earns any non-zero residuals or other compensation as calculated by TopDogCRM; or (iv) the Account was manually set to ‘Active’ by a User and never deactivated.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Confidential Information” shall mean, as the context requires, (i) all information and materials provided by either Party to the other Party that is not generally known to the other, including, but not limited to, information relating to the business, products, processing services, technology and systems of the other Party; the intellectual property, computer programs, code, algorithms, schematics, data, know-how, processes, ideas, and inventions of the other Party or its licensors; names and expertise of employees and consultants; all information relating to Registered Merchants and Registered Merchant transactions; the terms of this Agreement; other technical, business, financial, customer and product development plans, forecasts, strategies and information; (ii) the trade secrets contained in Company’s Product; (iii) all information and materials, including consumer nonpublic personal information and data, provided by a Registered Merchant to Company or Reseller which is covered by a written agreement or legal obligation of confidentiality; and (iv) any such other information that either Party would reasonably consider to be confidential or proprietary. Confidential Information shall not include information (a) that is or becomes within the public domain through no act of the receiving Party in breach of this Agreement; (b) that was received from a third party not bound by confidentiality obligations; (c) is required to be disclosed by state or federal law, provided that the receiving Party provides the disclosing Party with notice and an opportunity to oppose the disclosure; or (d) is independently developed by the receiving Party without any reference to or reliance on the disclosing Party’s Confidential Information.
“Documentation” means the operations manuals, knowledgebase, help files and other documentation designed to be used in conjunction with the Product.
“End User” means the authorized actual user of the TopDogCRM Services or the party on whose behalf you use the TopDogCRM Products.
"End User Data" means all information that End User, or you acting on End User’s behalf, submits or collects via the TopDogCRM Services and all materials that End User, or you acting on End User’s behalf, provides or posts, uploads, inputs or submits for public display through the TopDogCRM.
“Fees” shall be those fees and expenses for which ISO is liable to pay TopDogCRM in consideration of the Services for itself and all its users. Fees are defined herein via executed proposal. All Fees charged on a per-MID basis are charged only on Active Accounts. All fees indicated are exclusive of applicable taxes.
“Force Majeure” means a circumstance beyond TopDogCRM’s reasonable control, which results in TopDogCRM being unable to observe or perform on time an obligation under this Agreement. Such circumstances shall include without limitation: (a) acts of God, lightning strikes, earthquakes, epidemic, plague, tsunami, floods, typhoons, tornadoes, cyclones, storms, explosions, fires and any natural disaster or calamity; (b) any law or government order, rule, regulation or direction, or any action taken by a government or public authority, including but not limited to imposing an embargo, export or import restriction, quota or other restriction or prohibition, or failing to grant a necessary license or consent; (c) acts of war, invasion, armed conflict, cessation of diplomatic relations, imposition of sanctions, acts of public enemies, rebellion, terrorism, riots, civil commotion, malicious damage, sabotage and revolution; (d) strikes, labor disputes, industrial actions and lockouts; and (e) computer hacking or viruses and unforeseen equipment or communications interruption or fault.
“Intellectual Property Rights” means all intellectual property rights and all tangible embodiments of such rights, wherever located, including but not limited to the following: (i) all trademarks, service marks or other designations of origin, including all registrations and related applications and all goodwill associated with any of the foregoing; (ii) all copyrights, moral rights, and other rights in works of authorship, including all registrations and related applications; (iii) all inventions and ideas, whether patentable or not, and all patent rights, patents and patent applications; all know-how, trade secrets, confidential information, and other proprietary rights and information; and (v) all other rights covering intangible property recognized in any jurisdiction.
“Instance” means the TopDogCRM-hosted and managed instance of the Services supplied to ISO under this Agreement through which ISO may access the Services.
“ISO Data” means any and all electronic data or information submitted or transferred by ISO, a User, an Acquiring Bank or a Processor, to TopDogCRM through the use of the Services by the ISO or any of its Users hereunder, including, as it relates to an Account or any Account Principal/Customer, name, address, date of birth, social security number, driver’s license number, account number, credit or debit card number, or a personal identification number or password that would permit access to the Account or Account Principal/Customer’s account, or any combination of components of Account or Account Principal/Customer information that would allow someone to log onto or access Account’s or Account Principal/Customer’s account, such as a username and password, password or transaction information. ISO Data does not include data that has been deleted from the Services or any data or libraries used by TopDogCRM to operate the Services or that is otherwise provided to TopDogCRM other than by ISO or its Users or Processor in relation to ISO. For the avoidance of doubt, ISO Data is confidential and proprietary information of ISO.
“ISO DDA” means a direct deposit account of the ISO with a bank or other financial institution that shall be used to make payments to TopDogCRM of Fees and other amounts owing hereunder by ACH.
“ISO Privacy Policy” means a privacy policy of the ISO addressing the collection, storage, processing, use and disclosure of Account, User and other third-party data that is consistent with Laws.
“ISO Systems” means the servers or computing systems owned, operated or controlled by the ISO or otherwise used by the ISO, its Affiliates, Users or Accounts in conjunction with the business of the ISO.
“ISO Site” means the web site or web sites owned or other electronic accounts, operated or controlled by the ISO or otherwise used by ISO, its Affiliates, Users or Accounts in conjunction with the business of the ISO.
“Laws” shall mean laws, statutes, codes, ordinances, orders, decrees, rules, regulations, and municipal by laws, whether domestic, or foreign, all judgments, orders, writs, injunctions, decisions, rulings, decrees, and awards of any government authority having jurisdiction.
“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
“Order Form” means that paper or electronic form provided by TopDogCRM and completed by ISO for the purpose of ordering certain Services or additional Services wherein the Fees applicable to the Service shall be set out, all of which forms, when accepted by TOPDOGCRM in writing, are hereby incorporated in this Agreement by reference.
“Payment Brand” means Visa, MasterCard and any other association, payment brand, payment instrument issuer, debit network or payment methodology or system having proprietary rights to and clearing and oversight responsibilities with respect to any payment instrument used to effect payment- related transactions.
“Payment Network” means any and all of Visa Inc., MasterCard Incorporated, Discover Financial Services, American Express Company, JCB, Diners, NACHA, any Affiliate of the foregoing and other payment networks providing services used by Processor and or Accounts.
“Product” means the TopDogCRM software developed by Company including the source and object code versions of the computer programs, services and related products, and also including any serial numbers, upgrades, modifications or improvements thereto.
“Processor” means an entity, that in the course of a valid and ongoing contractual relationship with the ISO, in the form of a Processor Agreement, provides Processor Services and electronic reporting to the ISO related thereto.
“Processor Agreement” means a written agreement entered into between ISO, Processor and possibly other entities, such as an Acquiring Bank, pursuant to which ISO and the Processor and/or Acquiring Bank provide certain services, such as, for example purposes only, the solicitation of potential Accounts. Processor Agreement shall include any and all terms and conditions and privacy policies applicable to use of the Processor Site, such as they may be from time to time, as well as all applicable Rules and Laws.
“Processor Services” shall mean those services provided by a Processor under an Account Agreement or the Processor Agreement for the ISO or for Accounts.
“Processor Site” means a web site or FTP address or other electronic portal designated by Processor or its designee that ISO is to use for the purposes of any of: obtaining electronic reporting concerning Accounts and other Account Information relevant to the Processor Services, the submission of Account Information for Account Applications or other exchanges of information between Processor and ISO or Users.
“Rules” means the rules and regulations of Payment Networks, such as they may be from time to time, other rules and regulations generally applicable to the business of the ISO and all applicable Laws.
“Services” means the electronic reporting services provided by TopDogCRM pursuant to this Agreement including those that ISO has elected to use through an Order Form, the Site, by signing a paper version of this Agreement. The Services are more fully described on the Site, such as it may be from time to time.
“Subscription Term” shall mean the term for which Services are purchased by ISO in respect of Active Accounts within a pricing tier.
“Subscription” shall mean the entitlement of an individual User to use the Services for a Subscription Term specified on the Order Form.
“Term” shall mean the term of this Agreement for the length of time specified on the Order Form that shall begin as of the Effective Date and shall terminate as of the end of the last Subscription Term to end or such earlier time as may be provided for herein.
“Third-Party Applications” means online, applications and offline software products that are provided by third parties such as, but not limited to, feeds of data from Acquiring Banks, Processors, CRM systems, gateways, other independent sales organizations, banks or other third parties that interoperate with the Services and are identified as third-party applications within the Site, such as they may be from time to time.
"TopDogCRM Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into TopDogCRM and all of our other services.
“Users” means individuals or entities who: (i) are authorized by ISO to use the Services; (ii) for whom Subscriptions have been purchased by ISO; (iii) who have agreed to the terms hereof; and who have been supplied user identifications and passwords for the Services by ISO. Users may include, at the discretion of ISO, ISO employees, consultants, contractors and agents, Accounts; or other third parties with which ISO transacts business for which the Services are a suitable complement. ISO has the right to initiate and remove access to the Services for each of its Users. As between ISO and each of its Users, ISO shall dictate which of the Services herein each User may be entitled to use at any given time, if any.
“User Permissions” means the authorization given to users within a TopDogCRM portal that enables them to access specific resources, such as data and applications.
“We”, “us”, “our”, and “TopDogCRM” means TopDogCRM
“You” and “Partner” or “Provider” means the party, other than TopDogCRM, entering into this Agreement and participating in the Program.
Non-Exclusivity
This Agreement does not create an exclusive agreement between you and us. Both you and we have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.
Services
Services. TopDogCRM shall make the Services available to ISO and Users selected by ISO pursuant to this Agreement during the Term of this Agreement. Services are provided subject to, without limitation (the “ISO Conditions”): (i) payment by ISO of all applicable Fees; (ii) adherence of the ISO to the terms of this Agreement; (ii) no prohibition on TopDogCRM providing the Services in respect of ISO, its Processor, its Acquiring Bank or Payment Networks; (iii) adherence of the ISO to the terms and conditions of the Processor Site; and (iv) adherence of the ISO to the terms of the Processor Agreement. ISO agrees that the Services are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by TopDogCRM regarding future functionality or features or the Services. TopDogCRM reserves the right to modify the Services by notice through the Services or by email to the ISO. TopDogCRM also reserves the right to cease providing the Services on at least sixty (60) days’ notice through the Services or by email to the ISO.
Boarding. Submitting Account Information to an Acquiring Bank and/or Processor through the Services is a multi-stage process that requires the close attention of the ISO and User so as not to submit false or erroneous information to the Acquiring Bank and/or Processor. The submission of false, erroneous or misleading information on an Account Application can result in grave and irreparable damages to the ISO under its Processor Agreement, the Rules or otherwise. ISO and the Users shall be solely and exclusively liable for any and all mistakes or fraud in the submission of Account Information ISO and Users shall indemnify and hold TopDogCRM harmless from and against any and all liability in respect of the foregoing. Without limitation to any of the other obligations of the ISO and each User under this Agreement, when a User clicks ‘Submit’ in relation to given Account Information for an Account Application it shall be required, at every instance, to agree with the following, which shall form part of this Agreement (the “User Submission Certification”):”IMPORTANT AND LEGALLY BINDING TERMS: BY PUSHING THE ‘SUBMIT’ BUTTON IN THE CRM, YOU ARE REPRESENTING THAT YOU HAVE DONE AND THAT YOU AGREE WITH ALL OF THE FOLLOWING:
ISO Third-Party Beneficiary of User Certification. The parties hereto agree that the ISO is deemed to be a third-party beneficiary in respect of each User Submission Certification. TopDogCRM shall, however, have no liability to ISO or any User in respect of any dispute between the two as to a User Submission Certification or otherwise and ISO shall indemnify and hold TopDogCRM harmless from and against any claims related to a User Submission Certification.
Keeping Account Pricing Up to Date. TopDogCRM does not provide any Account Price Change functionality. From time to time, Processors and other third parties involved in Account Agreements and Processor Services, may increase or otherwise amend the pricing applicable to Accounts and ISO for their services. ISO acknowledges and agrees that: (i) once a given Account Application has been submitted, the only means by which to implement an Account Price Change for the Account is for the ISO to instruct the Processor/Acquiring Bank directly to make such change; and (ii) if the ISO fails to implement an Account Price Change through direct communication with its Processor (and not through TopDogCRM) the change will not necessarily be implemented for Accounts and the ISO may be liable to pay for the change by way of a direct and potentially material reduction in its compensation under a Processor Agreement. TopDogCRM does not provide any Account Price Change functionality.
E-Sign Service. The U.S. Federal Electronic Signatures in Global and National Commerce Act (E-Sign), provides that, subject to certain conditions, electronically executed documents are legally binding in the same manner as are hard copy documents executed by hand signature (“E- Sign Act“). Subject to payment of the applicable Fees, TopDogCRM shall provide the E-Sign Service to ISO.
Subscriptions. Unless otherwise specified in an Order Form: (i) Services are purchased by the ISO as Subscriptions; (ii) additional Subscriptions may be added during the Subscription Term at the pricing of the currently applicable tier that is specified in relation to the Subscriptions on the Order Form.
Fees. ISO shall pay all Fees through ACH or credit card payment. Except as otherwise specified herein or in an Order Form: i. Fees are quoted and payable in United States dollars; ii. Fees are based on Services purchased and not usage; iii. In the event that ISOs add active merchants during the billing cycle that qualify for the next tier as specified in the order form, the fees for these active merchants will be prorated for the portion of the billing cycle remaining at the time the merchants are added and will be invoiced on the following billing cycle. iv. Payment obligations are non-cancelable and Fees paid are non-refundable. Fees are based on periods that begin on the Subscription Term start date and each billing anniversary thereof; v. In the event that this Agreement is terminated prior to the end of the then-current Term, other than for material and uncured default by TopDogCRM, ISO shall remain liable for all Fees that would apply through to the end of the current Term. At the time of termination TopDogCRM will calculate the effective monthly average of the fees that were paid to TopDogCRM by ISO per month for the past 3 consecutive months and multiply the result by the remaining time left in ISO’s Subscription Term which is the “Early Termination Fee” and will be paid by ISO to TopDogCRM within thirty (30) days of Termination.
Start of Fees. TopDogCRM will perform an ACH debit to ISO’s bank account or charge the credit card on file with a 3% admin fee included for the amount specified as due on the Order Form and at the time specified on the Order Form.
Invoicing and Payment. TopDogCRM will provide invoices to ISO based on the billing term specified on the Order Form. ISO is responsible for maintaining complete and accurate billing and contact information with TopDogCRM. In the event of a dispute regarding any invoice, ISO and TopDogCRM agree to work together in good faith to resolve such dispute. Disputes must be communicated to TopDogCRM within sixty (60) days of receiving invoices.
License and Site Access. TopDogCRM grants you a limited license to access and make use of the Site for the purpose of accessing the Services (the "License"). The License includes a limited, revocable, personal, non- transferable and non-exclusive license to access, read and download one copy of the Content solely for the purpose of evaluating the Services. Subject to the terms of this Agreement, the License is hereby granted for ISO and each User only for the shorter of their Subscription Term or for the Term hereof. ISO will have the right to activate or deactivate the Services in respect of any given User at any time, subject to the terms of this Agreement. You may not download (other than page caching), or modify any portion of it, except with the express written or e-mailed consent of TopDogCRM. The license to use the Site does not include any resale or commercial use of the Site or its contents; or any derivative use of this Site or its contents; or any use of data mining, robots or similar data gathering and extraction tools or processes. You agree not to store in any form, distribute, transmit, display, reproduce, modify, create derivative works from, sell or otherwise exploit any of the content on this site for any commercial purpose. By using the Site, you warrant to TopDogCRM that you will not use the Site, or any of the content obtained from the Site, for any purpose that is unlawful or prohibited by these Terms. TopDogCRM does not grant any license or other authorization to any user of its trademarks, registered trademarks, service marks, or other copyrightable material or other intellectual property, by placing them on this Website. If you violate any of these Terms, your permission to use the Site automatically terminates.
In consideration of your use of the Site, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the registration form, if applicable, and (b) to maintain and update this information to keep it true, accurate, current and complete. If any information provided by you is untrue, inaccurate, not current or incomplete, TopDogCRM has the right to terminate your account and refuse any and all current or future use of the Site. You agree not to resell or transfer the Site or use of or access to the Site.
Electronic Communications. When you visit the Site or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing. You are responsible for providing, at your expense, any access to the Internet and any required equipment.
Conduct. By using the Site, you agree that you will not do any of the following:
ISO Security. ISO shall maintain the security of the ISO Site and ISO Systems in a commercially reasonable manner, consistent with industry customs and norms. Without limitation, ISO shall obtain and maintain a Secure Sockets Layer certificate (“SSL Certificate”) in respect of the ISO Site. Lack of an SSL Certificate shall be grounds for TopDogCRM to suspend ISO and User access to the Services with or without notice to ISO. ISO shall monitor the use of the Services to verify that none of the ISO Site or ISO Systems are being used by any User or any third party to interfere in TopDogCRM System operations or to obtain any information or data to which they are not entitled.
ISO Compliance. ISO shall be liable for its own and its Users’ compliance with this Agreement, including the provision of a copy hereof to each such User, without relieving the obligation of each User to honor the terms hereof. ISO shall be solely responsible for the accuracy, quality, integrity and legality of ISO Data and of the means by which ISO acquired ISO Data in so far as TopDogCRM is instructed to obtain, store or submit that data from or to Processors. ISO shall use commercially reasonable efforts (but in no event less than those efforts of ISO with respect to ISO’s own IT systems and proprietary data) to prevent unauthorized access to or use of the Services, and notify TopDogCRM promptly of any such unauthorized access or use. ISO shall use the Services only in accordance with the User Guide, published on the Site, and the Rules. ISO shall regularly monitor for Account Price Changes and implement them directly with Processor and Accounts as per the procedures of the Processor and the Rules. ISO shall assume the exclusive responsibility for any and all information provided by the ISO through the Services to Accounts.
Account Portal. If provided for in an Order Form, ISO may grant its Accounts access to the Account Portal. The Account Portal will enable each Account that is designated as a User by ISO to access certain ISO Data related to their individual Account and such other information as ISO may wish to share with the Account and that the Service can accommodate. An Account that is granted access to the Account Portal shall be a User and shall be bound by all the terms of this Agreement applicable to Users. TopDogCRM will follow ISO instructions as to who can and cannot be a User in respect of a given Account, but ISO assumes responsibility for errors in identifying and granting access to Account Users
.Processor Compatibility. The Services may not always be compatible with Processor systems. Changes in Processor systems will interrupt the Services. It is recommended that despite your use of the Services, you maintain familiarity with Processor ISO Data access sites so that you can retrieve necessary ISO Data from Processors notwithstanding any interruption in the Services.
Feedback. TopDogCRM may provide you with a mechanism to provide feedback, suggestions and ideas, if you choose, about its software and services ("Feedback"). You agree that TopDogCRM may, in its sole discretion, use the Feedback you provide to TopDogCRM in any way, including in future modifications of the Site, multimedia works and/or advertising and promotional materials relating thereto. You hereby grant TopDogCRM a perpetual, worldwide, fully transferable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute and display the Feedback in any manner and for any purpose, and hereby waive any and all right, title, and interest in and to any products, services, or ideas developed from, out of, in response to, or in any way in connection with any and all feedback you elect to provide and, upon written request from TopDogCRM, you agree to execute any and all commercially reasonable documents or instruments necessary to give effect to the foregoing license and waiver.
Third Party Services. In connection with your use of the Site, you may be made aware of services, products, offers and promotions provided by third parties, and not by TopDogCRM. If you decide to use Third-Party Services, you are responsible for reviewing and understanding the terms and conditions governing any Third-Party Services. You agree that the third party, and not TopDogCRM, is responsible for the performance of the Third-Party Services and that TopDogCRM in no way makes any representation or warranty whatsoever with respect to the usefulness, functionality, availability, propriety, quality, or condition of any Third-Party Services and that such Third-Party Services shall be strictly be subject to any written or implied agreement(s) between you and the applicable third party service provider.
Third Party Websites. The Site may contain or reference links to Websites operated by third party ("Third Party Websites"). These links are provided as a convenience only. Such Third-Party Websites are not under the control of TopDogCRM. TopDogCRM is not responsible for the content of any Third-Party Website or any link contained in a Third-Party Website. TopDogCRM does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Websites, and the inclusion of any link in the Service is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by TopDogCRM of any information contained in any Third-Party Website. In no event will TopDogCRM be responsible for the information contained in such Third-Party Website or for your use of or inability to use such website. Access to any Third-Party Website is at Licensee's own risk, and Licensee acknowledges and understands that linked Third Party Websites may contain terms and privacy policies that are different from those of TopDogCRM. TopDogCRM is not responsible for such provisions, and expressly disclaims any liability for them, and TopDogCRM in no way makes any representation or warranty whatsoever with respect to the usefulness, functionality, availability, propriety, quality, or condition of any Third-Party Websites and that such Third-Party Websites shall be strictly be subject to any written or implied agreement(s) between you and the applicable owners and operators thereof.
Miscellaneous. Except as expressly set forth in these Terms, these Terms of Use are a complete statement of the Agreement between you and TopDogCRM, and set forth the entire liability of TopDogCRM and its Suppliers and your exclusive remedy with respect to your access and use of the Site. In the event of a conflict between these Terms of Use and the Privacy Policy, these Terms of Use shall prevail. The Suppliers, agents, distributors, dealers, and employees of TopDogCRM are not authorized to make modifications to the Terms, or to make any additional representations, commitments or warranties binding on TopDogCRM. Any waiver of the terms herein by TopDogCRM must be in a writing signed by an authorized officer of TopDogCRM and expressly referencing the applicable provisions of the Terms. If any provision of the Terms is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.
The Terms will be governed by Wilmington, Delaware, law as applied to agreements entered into and to be performed entirely within Wilmington, Delaware without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction, and applicable federal law. The parties hereby consent to the exclusive jurisdiction and venue in the state courts in Delaware or federal court for New Castle County, Delaware. Headings are included for convenience only, and shall not be considered in interpreting these Terms. The Terms do not limit any rights that TopDogCRM may have under trade secret, copyright, patent or other laws.
The Terms do not limit any rights that TopDogCRM may have under trade secret, copyright, patent or other laws.
You hereby consent to the exchange of information and documents between You and Us electronically over the Internet or by email and that this electronic Agreement shall be the equivalent of a written paper agreement between You and Us.
Ownership and Copyright. You acknowledge that any and all information, content, reports, data, databases, graphics, interfaces, web pages, text, files, software, product names, company names, trademarks, logos and trade-names contained on this website (collectively the “Content”), including the manner in which the Content is presented or appears and all information relating thereto, are the property of their respective owners as indicated, TopDogCRM or its licensors, as the case may be.
Restrictions On Use. You agree that You will not:
License to Use Your Information. With the exception of your non-public personal information, You hereby grant to TopDogCRM the perpetual, unlimited, royalty-free, worldwide, non-exclusive, irrevocable, transferable license to run, display, copy, reproduce, publish, bundle, distribute, market, create derivative works of, adapt, translate, transmit, arrange, modify, sublicense, export, merge, transfer, loan, rent, lease, assign, share, outsource, host, make available to any person or otherwise use any information or other content You provide on or through this website or which is sent to TopDogCRM by email or other correspondence, including, without limitation, any ideas, concepts, inventions, know-how, techniques or any intellectual property contained therein, for any purpose whatsoever. TopDogCRM shall not be subject to any obligations of confidentiality regarding any such information unless specifically agreed to by TopDogCRM in writing or required by law. You represent and warrant that you have the right to grant the license set out above.
Personal Information. TopDogCRM may from time to time, but is not obligated to, monitor your use of the Site and collect, store, use and disclose information concerning you to solicit you to offer you its Services, and You hereby consent to such collection, storage, use and disclosure and waive any right of privacy You may have in it.
Agency. ISO hereby appoints TopDogCRM its lawful agent and attorney in fact for the purpose of retrieving ISO Data from Processors, or otherwise, submitting Account Information to Processors, as specified through the Services. In so doing, TopDogCRM shall collect, store and disclose ISO Data from and between Processor, ISO, and Users, as instructed by ISO and Users through the Services. If requested by a Processor, ISO will confirm in writing the agency granted in this provision which agency shall be in force for the Term hereof. ISO is wholly responsible for any wrongful disclosure of ISO Data that occurs through the Services but on instructions from ISO or a User. TopDogCRM shall use commercially reasonable efforts to not disclose ISO Data other than as instructed through the Services.
Relationship Between ISO and User. The Rules require that any sales agent of an ISO be a party to a written agreement with the ISO. Such agreement shall be reviewed by and in a form acceptable to TopDogCRM (but without creating any obligation or liability of TopDogCRM related to its content, validity, or enforceability). ISO represents to TopDogCRM that is has executed written agent agreements with all of its Agents and that such agreements are valid and legally enforceable. Nothing in this Agreement shall amend or interfere in any of the terms and conditions of agreements in place between ISO and any User or any other third party. Without limitation, ISO and each User shall indemnify and hold TopDogCRM harmless from and against any and all claims, losses or other liabilities arising in respect of any claim made against TopDogCRM that relates to a dispute between ISO or any User and any other party. TopDogCRM reserves the right to immediately suspend the Services to any ISO in respect of which a claim is made against TopDogCRM that relates to any such dispute. For example, but without limitation, if a User seeks an injunction against TopDogCRM to gain access to the Services in relation to a dispute with its ISO or otherwise, TopDogCRM reserves the right to terminate this Agreement or suspend the Services to such ISO and all its Users. Without limitation, the ISO shall be responsible for TopDogCRM legal fees incurred in responding to any such injunction or related claim.
License for Marketing and Promotional Activities
Service Agreement. If You procure Services from TopDogCRM or one of its suppliers or sponsors, then such Services shall be delivered pursuant to a separate agreement and are not provided hereunder and You shall have no rights or claims in respect of such Services hereunder; provided however that any such service agreement may incorporate the terms of this Agreement by specific reference hereto and your use of the Site and Services shall at all times be governed hereby unless expressly waived or modified in a mutually executed writing.
TOPDOGCRM SECURITY, CONFIDENTIALITY AND NON-SOLICITATION UNDERTAKINGS
Covenants, Representations and Warranties
Limitations on Liability and Disclaimers
THERE IS NO GUARANTEE THAT PERSONAL INFORMATION AND TRANSACTIONS ON THE SITE, THE SERVICES, OR ON THE INTERNET GENERALLY CAN OR WILL BE MAINTAINED CONFIDENTIAL AND SECURE. THE USE OF THE SITE, THE SERVICES AND THE CONTENT IS AT YOUR OWN RISK, AND TOPDOGCRM ASSUMES NO LIABILITY OR RESPONSIBILITY PERTAINING TO THE SITE, THE SERVICES, THE CONTENT, YOUR USE OF THE SITE OR SERVICES, OR THE RECEIPT, STORAGE, TRANSMISSION OR OTHER USE OF YOUR PERSONAL INFORMATION.
THE SITE AND THE SERVICES MAY CONTAIN LINKS TO OTHER WEBSITES. TOPDOGCRM DOES NOT ASSUME RESPONSIBILITY FOR THE ACCURACY OR APPROPRIATENESS OF THE INFORMATION, DATA, OPINIONS, ADVICE OR STATEMENTS CONTAINED ON THIRD-PARTY SITES, AND WHEN YOU ACCESS THIRD-PARTY SITES, YOU DO SO AT YOUR OWN RISK. IN PROVIDING LINKS TO THIRD-PARTY SITES, TOPDOGCRM IS IN NO WAY ACTING AS A PUBLISHER OR DISSEMINATOR OF THE MATERIAL CONTAINED THEREON AND DOES NOT SEEK TO MONITOR OR CONTROL SUCH WEBSITES. A LINK TO ANOTHER WEBSITE SHOULD NOT BE CONSTRUED TO MEAN THAT TOPDOGCRM IS AFFILIATED OR ASSOCIATED THEREWITH OR THE OWNER(S) THEREOF. TOPDOGCRM DOES NOT RECOMMEND OR ENDORSE ANY OF THE CONTENT, INCLUDING WITHOUT LIMITATION ANY HYPERLINKS TO, OR CONTENT FOUND, ON THIRD-PARTY SITES. THE MENTION OF ANOTHER PARTY OR ITS PRODUCT OR SERVICE ON THE SITE OR THE SERVICES SHOULD NOT BE CONSTRUED AS AN ENDORSEMENT OF THAT THIRD PARTY OR ITS PRODUCT OR SERVICE.
TOPDOGCRM WILL NOT BE RESPONSIBLE FOR ANY DAMAGES YOU OR ANY THIRD-PARTY MAY SUFFER AS A RESULT OF THE TRANSMISSION, STORAGE OR RECEIPT OF CONFIDENTIAL OR PROPRIETARY INFORMATION THAT YOU MAKE OR THAT YOU EXPRESSLY OR IMPLICITLY AUTHORIZE TOPDOGCRM TO MAKE, OR FOR ANY ERRORS OR ANY CHANGES MADE TO ANY TRANSMITTED, STORED OR RECEIVED INFORMATION.
YOU ARE SOLELY RESPONSIBLE FOR THE RETRIEVAL AND USE OF THE CONTENT. YOU SHOULD APPLY YOUR OWN JUDGMENT IN MAKING ANY USE OF ANY CONTENT, INCLUDING, WITHOUT LIMITATION, THE USE OF THE INFORMATION AS THE BASIS FOR ANY CONCLUSIONS.
THE CONTENT MAY NOT BE ACCURATE, UP TO DATE, COMPLETE OR UNTAMPERED, AND IS NOT TO BE RELIED UPON EXCEPT AS EXPRESSLY SET FORTH HEREIN.
THE CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE INTERPRETED AS A RECOMMENDATION FOR ANY SPECIFIC PRODUCT OR SERVICE, USE OR COURSE OF ACTION.
EXCEPT AS EXPRESSLY PROVIDED IN A SEPARATE AGREEMENT WITH YOU, THE SITE, THE SERVICES, AND ALL CONTENT, PRODUCTS, SERVICES AND SOFTWARE ON THE SITE OR SERVICES, OR MADE AVAILABLE THROUGH THE SITE OR SERVICES ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS, OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO UNINTERRUPTED OR ERROR-FREE OPERATION, AVAILABILITY, ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, LEGALITY, SUITABILITY, PRIVACY, SECURITY, MERCHANTABILITY, QUALITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE.
IN NO EVENT WILL TOPDOGCRM, ITS MEMBERS, MANAGERS, AFFILIATES, AGENTS, LICENSORS, SUPPLIERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, AGGRAVATED, ECONOMIC OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED, INCLUDING BUT NOT LIMITED TO: DAMAGES FOR LOSS OF USE, LOST PROFITS OR LOST SAVINGS, EVEN IF TOPDOGCRM OR ANY OF ITS LAWFUL AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS.
IN NO EVENT WILL TOPDOGCRM, ITS AFFILIATES, AGENTS, LICENSORS, SUPPLIERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES BE LIABLE FOR DAMAGES OR LOSSES RESULTING FROM: VIRUSES, DATA CORRUPTION, FAILED MESSAGES, TRANSMISSION ERRORS OR PROBLEMS; TELECOMMUNICATIONS SERVICE PROVIDERS; LINKS TO THIRD PARTY WEBSITES; THE INTERNET BACKBONE; PERSONAL INJURY; THIRD PARTY CONTENT, PRODUCTS OR SERVICES; DAMAGES OR LOSSES CAUSED BY YOU OR YOUR RESPECTIVE EMPLOYEES, AGENTS OR SUBCONTRACTORS; LOSS OF USE OR LACK OF AVAILABILITY OF FACILITIES, INCLUDING COMPUTER RESOURCES, ROUTERS AND STORED DATA; THE USE OR INABILITY TO USE THIS WEBSITE OR THE CONTENT; ANY OTHER WEBSITE ACCESSED TO OR FROM THIS WEBSITE; OR EVENTS BEYOND THE REASONABLE CONTROL OF TOPDOGCRM, EVEN IF TOPDOGCRM OR ANY OF ITS LAWFUL AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.
IN NO CASE WILL TOPDOGCRM, ITS AFFILIATES’, AGENTS’, LICENSORS’, SUPPLIERS’ AND THEIR RESPECTIVE DIRECTORS’, OFFICERS’ AND EMPLOYEES’ CUMULATIVE TOTAL LIABILITY ARISING UNDER ANY CAUSE WHATSOEVER (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, TORT, NEGLIGENCE, GROSS NEGLIGENCE OR OTHERWISE) BE FOR MORE THAN TWENTY DOLLARS $20.00.
TOPDOGCRM ASSUMES NO OBLIGATION TO UPDATE THE CONTENT ON THIS SITE OR THE SERVICES. THE CONTENT ON THIS SITE OR THE SERVICES MAY BE CHANGED WITHOUT NOTICE TO YOU. TOPDOGCRM IS NOT RESPONSIBLE FOR ANY CONTENT OR INFORMATION THAT YOU MAY FIND UNDESIRABLE OR OBJECTIONABLE. TOPDOGCRM DISCLAIMS ANY LIABILITY FOR UNAUTHORIZED USE OR REPRODUCTION OF ANY PORTION OF THE WEBSITE. ACCESSING THE CONTENT FROM TERRITORIES WHERE IT MAY BE ILLEGAL IS PROHIBITED.
Assignment. ISO may not assign its rights or obligations hereunder without prior written consent of TopDogCRM, except to an Affiliate or to a party acquiring substantially all of ISO’s assets, directly or by operation of law provided that such assignee shall also assume ISO’s obligations hereunder. TopDogCRM may assign its rights and obligations hereunder on notice to an Affiliate or to a party acquiring substantially all of TopDogCRM assets, directly or by operation of law.
Termination. This Agreement is effective until terminated by TopDogCRM, with or without cause, in TopDogCRM's sole and unfettered discretion. TopDogCRM may terminate this Agreement without notice to You for any reason or for no reason. Any such termination by TopDogCRM shall be in addition to and without prejudice to such rights and remedies as may be available to TopDogCRM, including injunction and other equitable remedies. Upon such termination, you must immediately cease accessing or using the Site and agree not to re-register or otherwise make use of the Site. Furthermore, you acknowledge that TopDogCRM reserves the right to take action -- technical, legal or otherwise -- to block, nullify or deny your ability to access the Site. You understand that TopDogCRM may exercise this right in its sole discretion.
Indemnity. You agree at all times to indemnify, defend and hold harmless TopDogCRM, its agents, suppliers, licensors, affiliates and their respective directors and employees against all actions, proceedings, costs, claims, damages, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements) sustained, incurred or paid by TopDogCRM directly or indirectly in respect of:
You agree to defend, indemnify and hold TopDogCRM and its affiliates harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from your use of the Service or the placement or transmission of any message, information, software or other materials through the Service by you or users of your account or related to any violation of these Terms by you or users of your account.
The disclaimers, limitations on liability, ownership, termination, interpretation, Your license to TopDogCRM, Your warranty and the indemnity provisions of this Agreement shall survive the termination or expiry of this Agreement.
Governing Law. This Agreement shall be governed pursuant to the laws of the State of Delaware, County of New Castle.
Dispute Resolution. Any dispute, controversy or claim arising out of or in connection with this Agreement, including the breach, termination or validity thereof, shall be resolved through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place in Delaware in the county where TopDogCRM is located, and the language of the arbitration shall be English. Each party shall bear its own costs of arbitration, and the parties shall share equally the fees and expenses of the arbitrator(s). The award of the arbitrator(s) shall be final and binding upon the parties and may be enforced in any court of competent jurisdiction. Nothing in this clause shall preclude either party from seeking interim injunctive relief, or any other provisional remedy, from any court of competent jurisdiction in the State and county where TopDogCRM has its registered address. You agree to waive any right You may have to: (i) a trial by jury; and (ii) the commencement of or participation in any class action against TopDogCRM related to this website. You further agree to waive and opt out of any class proceedings against TopDogCRM or its licensors.
Notice. Any notice or communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been received when sent by electronic mail to the email address provided by the recipient party which in the case of TopDogCRM shall be service@TopDogCRM.com. It is your responsibility to keep TopDogCRM updated as to your current email address. Any notice or communication sent by electronic mail shall be deemed to have been received on the date and at the time of transmission, provided that no “system error” or other notice of non-delivery is generated or received by the sender.
Interpretation. The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. In this Agreement, words importing the singular number include the plural and vice versa; words importing gender include all genders; and words importing persons include individuals, sole proprietors, partnerships, corporations, trusts and unincorporated associations.
Entire Agreement. This Agreement as it may be amended from time to time in accordance with the provisions set out below, and any and all other legal notices and policies on this website, constitutes the entire agreement between You and TopDogCRM with respect to the use of this website and the Content. This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire Agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevail to the extent duly executed by TopDogCRM and ISO. Notwithstanding any language to the contrary therein, no terms or conditions stated in ISO purchase order or other order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.
Amendment and Waiver. TopDogCRM reserves the right, in its discretion, to amend this Agreement at any time by posting amendments on the Site or by notifying you by electronic mail of such amendments. You are responsible for periodically reviewing the current Terms of Use Agreement posted to the Site, and You acknowledge and agree to be bound by such Terms of Use, as may be amended from time to time. If You do not agree to the amended terms and conditions, You shall immediately stop using the Site and the Services, and shall immediately notify TopDogCRM of such repudiation. Access to the Site and the Services after any amendments have been posted shall constitute Your acknowledgement and acceptance of the amended Terms of Use. No supplement, modification or amendment to this Agreement by You, and no waiver of any provision of this Agreement by TopDogCRM, shall be binding on TopDogCRM unless executed by TopDogCRM in writing. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.
Severability. Any provision of this Agreement which is held by a court of competent jurisdiction to be illegal, invalid or unenforceable in such jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability and shall otherwise be enforced to the maximum extent permitted by law, all without affecting the remaining provisions of this Agreement or affecting the legality, validity or enforceability of such provision in any other jurisdiction.
Inurement. This Agreement shall inure to the benefit of and be binding upon each of us and our respective successors and permitted assigns. You acknowledge having read this Agreement before accepting it, having the authority to accept this Agreement and having received a copy of this Agreement.
The costs associated with setting up ISOs on the TopDogCRM. A ll costs for software will be billed/paid by the ISO/Agent prior to gaining access to the software.
The Company will automatically bill ISO Agent using the payment methods as provided herein. Software SAAS Fees will be invoiced and payment processed by the 5th of each month for the previous month based on the number of merchants who are actively using the POS.
$.50 per MID/per month – minimum $250 per month
$250.00 White Label set-up and annually thereafter
First Document mapping is included with set up if data is uploaded via CSV files.
Custom pricing will be implemented when data imports, API’s, etc. are needed to upload existing data into TopDogCRM. Pricing will be negotiated and agreed upon prior to implementation. Invoice will be generated and paid prior to the commencement of data integration.
