Terms of Service

THIS AGREEMENT REQUIRES INDIVIDUAL ARBITRATION, PROHIBITS CLASS AND REPRESENTATIVE PROCEEDINGS, AND WAIVES JURY TRIAL, SUBJECT TO THE CONSUMER-SPECIFIC RIGHTS IN SCHEDULE B. SEE SECTION 16 AND SCHEDULE B.

These Terms of Service (the “Terms”) govern access to and use of the software, data, communications, advertising, artificial-intelligence, professional, and managed services provided by Topline Holdings Inc. (“Topline,” “we,” “us,” or “our”). The customer identified in the applicable Order Form or account (“Customer,” “you,” or “your”) agrees to these Terms by signing an Order Form that incorporates them or completing an electronic acceptance process that presents a conspicuous link to them and requires an affirmative acceptance action. Topline will retain a record of the accepted version, the time of acceptance, the accepting account or signatory, and the Customer classification presented at acceptance.

These Terms use one agreement for business and consumer transactions. The Customer’s primary purpose for acquiring the Services determines which schedule applies:

If an Order Form or acceptance flow asks Customer to select a classification, Customer must answer accurately. Topline may identify particular Services as available only for Business Customers or only for Consumer Customers, and selecting a classification does not make an ineligible Service available for that purpose. Topline may rely on Customer’s selection unless it knows the selection is incorrect. Classification is determined by the predominant primary purpose of the transaction when Customer accepts the Agreement. Customer must notify Topline before materially changing that primary purpose. Any reclassification applies prospectively after Topline records the change and presents any required disclosures or acceptance process; it does not retroactively waive a nonwaivable right. If Customer accepts for an entity, Customer represents that it has authority to bind that entity. Acceptance binds the entity but does not create a personal guaranty.

1. Contract structure

1.1 Agreement

The agreement between Topline and Customer consists of these Terms, including the applicable Customer schedule; each order form, online checkout or plan-selection record, statement of work, or other ordering document accepted by the parties (each, an “Order Form”); each product schedule expressly incorporated into an Order Form; applicable pricing and usage schedules identified in an Order Form or displayed to Customer before acceptance, together with prospective rate changes validly made under Section 10; and any Data Processing Addendum executed or otherwise expressly accepted by Topline under Section 8.5 (collectively, the “Agreement”). Topline’s Privacy Policy describes processing for which Topline acts as a business or controller, but it does not expand Topline’s contractual obligations under the Agreement.

1.2 Order of precedence

If the documents conflict, the following order applies: (a) a signed amendment that expressly identifies the provision it changes; (b) Schedule B for a Consumer Customer, but only to the extent it modifies another provision; (c) the Order Form, but only for the Services and commercial terms covered by that Order Form and subject to nonwaivable consumer law; (d) an applicable Data Processing Addendum, but only for processing of personal data; (e) an applicable product schedule; (f) Schedule A for a Business Customer; and (g) the main body of these Terms. Ordinary commercial variables expressly contemplated by these Terms—including Services, initial term, fees, billing cadence, quantities, usage limits, and included units—need not identify a numbered section. A deviation from payment remedies, renewal mechanics, suspension, ownership, confidentiality, indemnity, liability, export or transfer rights, personnel restrictions, dispute terms, Customer classification, or another protective provision modifies these Terms only if it expressly identifies the section being modified and is signed by an authorized Topline officer. A purchase order is not an Order Form unless an authorized Topline officer expressly accepts it as one. Even when accepted as an Order Form, a purchase order does not otherwise modify the Agreement, and every additional or inconsistent purchase-order term is rejected. No salesperson, account manager, contractor, or support representative may modify the Agreement unless Topline has expressly authorized that person in writing to do so.

1.3 Changes to the Agreement

Topline may update these Terms prospectively. We will provide at least thirty days’ notice of a material change by email, in-product notice, or another reasonable electronic method. The notice will state the effective date. A change will not apply to a dispute for which either party gave written notice before the change took effect.

Changes to arbitration, liability, ownership, data rights, account-transfer rights, Customer classification, or a fixed commitment require affirmative acceptance at renewal, plan change, or execution of a new Order Form. Topline may condition renewal or continued availability after the current fixed term on that acceptance and may decline renewal if Customer does not accept; the prior version governs only through the existing term. For a Consumer Customer, affirmative acceptance is also required when mandatory law requires it. Other changes take effect on the date stated in the notice, and continued use of the affected Services after that date constitutes acceptance of those prospective changes to the extent permitted by law. If Customer rejects an ordinary change, Customer must stop using the affected Services by the effective date; rejection does not cancel an existing fixed commitment or amounts already due. Topline may make nonmaterial changes, corrections, or changes required by law without advance notice.

2. Services and accounts

2.1 Services

“Services” means the products and services identified in an Order Form, which may include Topline OS, Leads, Signals, Connect, Ads, AI Agents, communications tools, websites, professional services, Flex services, implementation, analytics, and related support. Features and availability vary by plan.

2.2 Access rights

During the applicable subscription term, subject to payment, usage limits, suspension rights, and the Agreement, Topline grants Customer a limited, nonexclusive, nontransferable, nonsublicensable right to access and use the Services for the purposes permitted by the applicable Customer schedule and Order Form. A natural person accepting the Agreement represents that the person has reached the age of legal majority where the person resides and has legal capacity to contract. Customer may permit its employees, contractors, household members, or other users to use the Services only as the applicable schedule, Order Form, and plan allow (collectively, “Authorized Users”), and Customer remains responsible for their acts and omissions. Rights not expressly granted are reserved by Topline and its licensors.

Labels such as “managed,” “done for you,” “dedicated,” “agent,” “implementation,” or similar descriptions identify the general service model and do not promise that the Services will operate without Customer participation, review, approvals, access, subject-matter input, or decisions. Topline does not assume Customer’s management, compliance, records-retention, or business-continuity responsibilities. A deliverable, function, integration, channel, platform, or operating result is included only if the Order Form or applicable product schedule identifies it with reasonable specificity.

Unless an Order Form expressly provides a different payment model, implementation, project, professional, managed, creative, technical, strategy, support, and other human-service work is prepaid through Flex Hours and tracked against actual time recorded in Topline’s Flex Hours system. Task-level hour and completion estimates are nonbinding planning estimates, not fixed bids, performance guarantees, completion guarantees, or promises that the work will be completed within the estimated hours; Section 10.3 governs Flex Hours, estimates, deductions, expiration, and additional-hour requirements.

2.3 Account security

Customer must provide accurate account information, protect credentials, use reasonable security controls, control Authorized User permissions, and promptly notify security@topline.com of suspected unauthorized access. Customer is responsible for instructions and activity conducted through its account or by its administrators and Authorized Users, except to the extent directly caused by Topline’s breach of its express obligations under Section 8.3. Topline may rely on apparent account authority and may require identity or authority verification before changing account ownership, billing, credentials, or administrative access.

2.4 Changes and availability

Topline may improve, replace, modify, limit, or discontinue features, interfaces, integrations, providers, and service components. When commercially practicable, we will give advance notice before materially discontinuing a paid Service as a whole. Topline may make immediate changes required for security, law, third-party platform compliance, availability, cost, or prevention of abuse. A feature or component change does not entitle Customer to a refund, credit, or termination right unless a signed Order Form expressly identifies that feature or component as a material commitment and states the applicable remedy. If Topline terminates an affected Service, Section 11.5 applies.

Unless an Order Form states otherwise, the Services do not include a service-level agreement. Maintenance, telecommunications failures, internet failures, force majeure events, and third-party platform outages may affect availability.

2.5 Beta features

Alpha, beta, preview, experimental, or early-access features are optional, may change or end at any time, and are provided without service levels, support commitments, or warranties.

2.6 Usage limits and fair use

The Services are subject to plan, technical, safety, platform, and usage limits. “Unlimited” means that the applicable plan does not impose a stated ordinary-use numerical limit on the identified feature; it does not permit automated extraction, unauthorized account sharing, abusive or unreasonable consumption, use that degrades service for others, circumvention of metering, or unbounded third-party or variable costs. Topline may apply reasonable technical controls, require an appropriate higher-capacity plan, or charge documented usage or third-party costs for use materially beyond ordinary use permitted by the applicable Customer schedule and plan.

3. Customer responsibilities and acceptable use

3.1 Cooperation

Customer will timely provide the access, materials, approvals, decisions, credentials, and accurate information reasonably needed to perform the Services. A Customer-caused delay extends affected schedules and does not pause fees or committed charges. Topline may charge at its then-current professional-services rates or deduct Flex Hours for avoidable rework, remobilization, or additional work caused by Customer’s delay, changed instruction, inaccurate information, or missing approval.

Unless an Order Form states a different acceptance process, Customer must reject a discrete deliverable within five business days after delivery by identifying a specific material failure to conform to the applicable written requirements. Otherwise, the deliverable is accepted. Topline’s reasonable correction of a timely identified material nonconformity is Customer’s exclusive contractual remedy for that deliverable. Subjective dissatisfaction, changed preferences, and requests outside the agreed scope are not nonconformities and may be billed as additional work.

Customer’s approval, publication, deployment, continued production use, or distribution of a deliverable or configuration constitutes acceptance of the condition then reasonably observable. Acceptance does not waive a timely claim for a latent material nonconformity that Customer could not reasonably have discovered during the review period, provided Customer gives prompt specific notice after discovery and permits Topline a reasonable opportunity to correct it. Customer’s decision to revise, replace, discontinue, or reperform work internally does not by itself establish nonperformance or create a refund right.

3.2 Legal compliance

Customer is responsible for its activities, offers, products, communications, audiences, data sources, claims, decisions, and use of the Services. Customer will comply with all laws, platform policies, industry rules, and contractual restrictions applicable to those activities.

Customer will not use, export, reexport, transfer, or permit access to the Services or data in violation of sanctions, export-control, anti-bribery, or anti-corruption laws. Customer represents that neither Customer nor, for a Business Customer, its controlling owners are prohibited or restricted parties and that it will promptly notify Topline if that status changes.

3.3 Communications authorization

Customer authorizes Topline and the Services to send or place email, SMS, telephone, advertising, and other communications on Customer’s behalf according to Customer’s instructions, campaigns, configurations, and approval rules. As between the parties, Customer is the sender, caller, or initiator of those communications except to the extent applicable law expressly provides otherwise.

Customer represents and warrants that it has all notices, permissions, consents, and legal bases required for its contact lists, tracking technologies, call recording, automated dialing, synthetic voice, email, SMS, audience creation, and other communications. Customer must maintain suppression lists, promptly honor opt-outs, revocations, and do-not-contact requests, and retain reasonably sufficient evidence of consent and compliance for at least four years or any longer period required by law. Customer will provide that evidence to Topline on reasonable request. Topline may rely on Customer’s data, instructions, representations, and approvals without independently verifying them. Compliance tools, filters, templates, or guidance provided by Topline do not transfer Customer’s legal responsibility to Topline.

Licensed Data, enrichment, a telephone number, an email address, an identity match, or a prior business relationship does not by itself establish consent or legal permission to contact a person through any channel. Customer is responsible for matching each communication to a valid channel-, purpose-, jurisdiction-, and use-specific legal basis and for synchronizing suppression and revocation records maintained outside the Services.

Customer is responsible for advertising, media, carrier, platform, incentive, and third-party spend incurred under Customer-approved budgets, campaign settings, account permissions, or instructions. Budgets and pacing are targets rather than guaranteed caps unless an Order Form expressly states otherwise, because third-party platforms may overspend, delay reporting, or adjust delivery. Customer must review live campaigns and promptly notify Topline of any requested pause or correction.

Unless expressly identified as a fixed price in an Order Form, quotes, budgets, time allocations, projected Flex Hours, completion dates, and other estimates are good-faith planning assumptions based on the information and scope then available. They are not fixed bids, guaranteed caps, promises that a task will be completed within the estimate, or guarantees of performance or outcome. Actual time may be higher or lower. Topline may pause work when the available Flex Hours or approved budget is exhausted and require Customer to authorize or purchase additional Flex Hours before work continues. Topline is not responsible for variance caused by complexity discovered during performance, Customer changes, revisions, inaccurate assumptions or information, delayed access or approvals, third parties, platform behavior, or circumstances outside Topline’s reasonable control.

3.4 Prohibited conduct

Customer and Authorized Users may not:

1. use the Services unlawfully, deceptively, or fraudulently, or to facilitate criminal activity;

2. create, upload, transmit, store, publish, promote, or distribute material that is unlawful; sexually exploits or abuses a minor; contains child sexual abuse material or nonconsensual intimate imagery; facilitates human trafficking, fraud, or another crime; or infringes another person’s intellectual-property, privacy, publicity, or other rights;

3. use the Services to threaten, harass, exploit, abuse, or incite violence or unlawful discrimination against a person or group;

4. upload malware or harmful code, disrupt or overburden the Services, attack the Services, bypass access or security controls, or probe systems without written authorization;

5. use a bot, script, robot, spider, crawler, browser extension, automated agent, or other automated means to access, query, extract from, copy, monitor, or interact with the Services, except through functionality, APIs, or integrations Topline expressly makes available or authorizes for that use;

6. reverse engineer, decompile, disassemble, decode, or attempt to derive or discover source code, models, prompts, system instructions, algorithms, methods, or nonpublic data structures, except to the limited extent a restriction is prohibited by law;

7. copy, frame, mirror, imitate, or recreate the Services or a material feature, workflow, interface, or functionality, or use the Services, Topline Materials, Output Data, or Licensed Data to train, test, benchmark, build, or improve a competing or substitute product, service, database, model, or system, except to the limited extent a restriction is prohibited by law;

8. remove or alter a copyright, trademark, attribution, or other proprietary-rights notice;

9. circumvent metering, suppression lists, opt-outs, rate limits, volume limits, usage limits, or technical restrictions, including by rotating accounts, credentials, identifiers, or access methods;

10. resell, sublicense, publish, or redistribute the Services or Licensed Data except as an Order Form expressly allows;

11. impersonate a person, falsify message origin, spoof caller identification, or conceal legally required sender information;

12. use the Services for unlawful surveillance or for decisions governed by the Fair Credit Reporting Act;

13. upload prohibited regulated data described in Section 8.6; or

14. exceed documented rate, volume, or usage limits.

3.5 Monitoring and suspension

Topline may monitor usage, complaint rates, deliverability, platform status, and security signals to operate the Services and enforce the Agreement, but has no general duty to monitor Customer Data or Customer Content. We may remove or disable access to material that we reasonably believe violates Section 3.4 and may suspend or limit affected Services immediately when we reasonably suspect nonpayment, payment-method failure, fraud, security risk, unlawful activity, prohibited data or content, material platform-policy violations, excessive or abusive use, unauthorized automation or extraction, risk to other customers or third-party relationships, or harm to Topline’s systems. When practicable, Topline will limit the action to the affected material or feature and give Customer notice and an opportunity to cure. Removal, suspension, or limitation is not termination, does not extend a subscription term, and does not excuse fees or committed charges. Topline is not liable for loss caused by a good-faith action under this Section.

4. Third-party services and accounts

4.1 Third-party services

The Services may interoperate with Google, Meta, Microsoft, telecommunications carriers, payment processors, data providers, model providers, domain registrars, and other third parties (“Third-Party Services”). Third-Party Services are governed by their own terms and policies. Topline does not control their availability, approval decisions, prices, algorithms, APIs, deliverability, attribution, transfer rules, suspensions, or data accuracy.

Topline is not liable for a Third-Party Service’s act, omission, policy, outage, suspension, data loss, account restriction, price, or change. Topline may replace, reconfigure, suspend, or discontinue an affected integration or component. Third-party charges and requirements may change, and Topline may pass through a third-party price increase or regulatory charge on notice or permit Customer to stop using the affected optional component.

4.2 Customer-controlled accounts

An account Customer owned before the engagement remains Customer’s account. Customer authorizes Topline to access and act in Customer-controlled Third-Party Services as reasonably needed to perform the Services and will maintain required permissions and payment methods. Ownership or control of a new advertising, analytics, domain, communications, or similar account will be determined by the applicable Order Form, third-party rules, and the account structure used when it is created. Administrative access, payment responsibility, branding, or use for Customer’s campaigns does not by itself establish ownership or a right to transfer the account.

4.3 Topline-controlled structures

Topline may provide Services through manager, reseller, agency, master, or shared environments controlled by Topline. Customer receives only the access stated in the Order Form or product documentation. Customer does not acquire ownership of a Topline master account, shared infrastructure, reusable configuration, or relationship with the third-party provider.

4.4 Transfer limits

No third-party account transfer is guaranteed. Transfer depends on the third party’s rules, technical capability, account eligibility, security, payment status, and separation of Topline and other-customer assets. Section 9 governs transition requests.

5. Data, content, and intellectual property

5.1 Customer Data

“Customer Data” means raw contacts, CRM records, customer lists, messages, customer-facing recordings, files, credentials, first-party website activity, and other data submitted to the Services by or for Customer. Customer Data does not include Topline Materials, Licensed Data, Output Data except to the extent it embodies Customer Data, system telemetry, security and access logs, usage and metering records, internal communications, personnel notes, quality-control materials, support records, configuration and version history, or other records created and maintained by Topline to operate its business, even when those records relate to Customer. Customer retains its rights in any Customer Data contained in those records but does not acquire ownership of the records themselves. As between the parties, Customer owns Customer Data. Customer grants Topline, its affiliates, contractors, and subprocessors a nonexclusive, worldwide right to host, copy, transmit, modify, display, and otherwise process Customer Data and Customer Content as needed to provide, secure, support, and improve the Services for Customer; prevent fraud and abuse; comply with law; and enforce the Agreement. Credentials may be used only to access Customer-controlled systems as instructed by Customer and to secure the account. Topline may use Customer Data to improve products and services generally only in de-identified or aggregated form under Section 5.7 unless Customer affirmatively agrees otherwise.

Customer represents that it has the rights and legal bases needed for Topline to process Customer Data as contemplated by the Agreement.

5.2 Customer Content

“Customer Content” means copy, images, videos, designs, offers, and other content supplied by Customer or expressly identified in an Order Form as Customer-owned content. Customer owns Customer Content, subject to Topline’s and third parties’ preexisting rights. Customer grants Topline the rights needed to use, reproduce, adapt, distribute, publish, and modify Customer Content to perform, market, and demonstrate the Services as authorized by Customer and to exercise Topline’s rights under the Agreement.

5.3 Topline Materials

“Topline Materials” means the Services, software, source and object code, interfaces, models, prompts, system instructions, reusable agents, templates, playbooks, workflows, methods, taxonomies, campaign structures, optimization systems, designs, documentation, benchmarks, know-how, and improvements, together with all intellectual-property rights in them. Topline and its licensors own all Topline Materials. No right is granted except the limited access rights expressly stated in the Agreement.

5.4 Custom Deliverables

A “Custom Deliverable” is a discrete deliverable identified as such in an Order Form and paid for through a separate fixed fee, excluding Topline Materials and Third-Party Services. After Customer pays all amounts for a Custom Deliverable, Customer receives the ownership or license stated in the Order Form. If the Order Form is silent, Topline grants Customer a perpetual, nonexclusive, nontransferable, nonsublicensable, royalty-free license to use that Custom Deliverable for the purposes permitted by the applicable Customer schedule. Topline retains all Topline Materials embedded in or used to create it and may reuse non-Customer-specific concepts, elements, techniques, and know-how that do not disclose Customer Confidential Information.

Recurring fees, implementation fees, Flex Hours, Topline Credits, and managed-service fees do not by themselves purchase ownership of the hosted account environment, reusable workflows, or Topline Materials.

5.5 Output Data

“Output Data” means leads, profiles, scores, matches, recommendations, analyses, reports, generated content, AI output, campaign output, and other results made available through the Services, excluding Customer Data and Customer Content. Output Data may contain or incorporate Topline Materials, Licensed Data, Third-Party Services, and Customer Data. Subject to payment and the Agreement, Customer may use Output Data made available to Customer for the purposes permitted by the applicable Customer schedule and Order Form, including publishing generated customer-facing content as permitted by the Agreement, subject to applicable law and any Licensed Data or third-party restrictions. Topline and its licensors retain all rights in the underlying Topline Materials, Licensed Data, service architecture, methods, and reusable components. Except for Customer Data and Customer Content embodied in Output Data, Customer does not acquire ownership of Output Data merely because it was generated for or delivered to Customer. Output Data may not be unique or eligible for intellectual-property protection, and Topline may generate or provide similar results for others without using Customer Data or Customer Confidential Information.

5.6 Enriched and licensed data

“Licensed Data” means contact, firmographic, intent, identity-resolution, scoring, enrichment, and similar data made available through Topline or its data partners, including Signals and Connect data. Licensed Data may be probabilistic, incomplete, stale, or incorrect. Subject to the Agreement, Topline grants Customer a limited, nonexclusive, nontransferable license to use Licensed Data during the term only for the purposes permitted by the applicable Customer schedule and Order Form.

Customer may continue to use Licensed Data lawfully exported to Customer’s systems before termination, solely for the purposes permitted by the applicable Customer schedule, subject to suppression obligations and third-party restrictions. Customer may not resell, redistribute, sublicense, publish, or use Licensed Data to build or improve a competing database, identity graph, enrichment service, or model.

Any post-termination use right in Licensed Data exists only to the extent the applicable data source, license, and law permit continued use. Topline may require Customer to stop using, delete, or suppress Licensed Data when required by a data provider, platform, person’s rights request, or law. Topline may audit compliance with these restrictions on reasonable notice, no more than once annually unless Topline reasonably suspects a breach.

5.7 Aggregated data

Topline may create and use data that has been aggregated or de-identified so that it does not identify Customer or an individual. Topline may use that data to operate, secure, analyze, benchmark, market, and improve its products and services. Topline will not attempt to re-identify it except to test de-identification or as permitted by law.

5.8 Feedback

Customer grants Topline a perpetual, irrevocable, worldwide, royalty-free, nonexclusive right to use suggestions and feedback submitted directly to Topline without restriction or obligation. This license does not transfer Customer Data, Customer Confidential Information, ownership of a review or other public communication, or any right that cannot lawfully be transferred. Nothing in this Section restricts a lawful review, performance assessment, or similar communication about Topline or the Services.

5.9 Name and logo

Topline may identify Customer by name and logo in factual customer lists and sales materials unless Customer opts out by written notice to legal@topline.com. Topline may describe the general nature of the Services provided without disclosing Customer Confidential Information. Case studies, testimonials attributed to a named person, specific performance claims, and press releases require Customer’s prior written approval.

5.10 Independent development and competitive services

Topline may provide similar services to other customers, including Customer’s competitors. Nothing in the Agreement restricts Topline from using general skills, ideas, experience, know-how, methods, and techniques retained in unaided memory, so long as Topline does not disclose Customer Confidential Information or Customer Data. Similarity between a deliverable or result and work provided to another customer does not by itself establish use or disclosure of Customer Confidential Information.

6. AI Agents and automated features

6.1 Authorization

If Customer enables an AI Agent or automated feature, Customer authorizes it to take the actions Customer configures, which may include answering calls, sending messages, qualifying contacts, scheduling, routing, creating or modifying CRM records, drafting content, and managing campaigns. Customer controls activation, instructions, approval thresholds, escalation rules, and authorized channels.

Actions taken within Customer-approved permissions, configurations, credentials, workflows, and limits are treated as Customer’s instructions and communications as between the parties. Customer is responsible for testing before production, monitoring live use, using least-privilege access, maintaining appropriate transaction and escalation limits, and keeping a reasonable human fallback. Topline may change model or infrastructure providers and may pause an agent without assuming a duty to detect every error or unauthorized use.

6.2 Customer review

AI output may be inaccurate, incomplete, offensive, duplicative, or unsuitable. Customer must review outputs and configurations appropriate to the risk. Customer may not rely on an AI Agent for legal, medical, financial, employment, credit, insurance, housing, or other regulated professional advice or consequential decisions without qualified human review.

Model, telephony, data, tool, and other usage generated through Customer’s enabled agents, integrations, credentials, and approved workflows is chargeable, including usage caused by an unintended loop or erroneous Customer configuration, except to the extent directly caused by Topline’s material breach of the Agreement.

6.3 Disclosures and consent

Customer is responsible for legally required disclosures that a person is interacting with AI, use of synthetic voice, automated dialing, call recording, and marketing communications. Customer must obtain all required consent and provide a human escalation path when required by law or reasonably appropriate.

6.4 Providers and training

Topline may use third-party model and infrastructure providers as subprocessors. Their processing is governed by the applicable Data Processing Addendum, if any. Topline will not use Customer Data to train Topline’s or a third party’s general-purpose models except in de-identified or aggregated form under Section 5.7, unless Customer affirmatively agrees otherwise. Customer acknowledges that AI providers may change models, outputs, availability, safety controls, and usage restrictions without notice to Topline.

6.5 Emergency controls

Topline may pause an AI Agent or automated campaign when it detects suspected unlawful, unsafe, abusive, unauthorized, or materially erroneous activity. Audit logs and records may not capture every event and are not guaranteed to be complete unless an Order Form expressly says otherwise.

7. Confidentiality

7.1 Confidential Information

“Confidential Information” means nonpublic information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked confidential or that a reasonable person would understand to be confidential. Customer Data is Customer’s Confidential Information. Topline Materials, nonpublic pricing, security information, product plans, Licensed Data, and nonpublic methods are Topline’s Confidential Information.

Confidential Information does not include information Recipient can document: (a) is public through no breach; (b) was lawfully known without restriction before disclosure; (c) is received lawfully from a third party without confidentiality duty; or (d) is independently developed without use of the Confidential Information.

7.2 Protection and use

Recipient will use Confidential Information only to exercise rights and perform obligations under the Agreement. Recipient will protect it with at least reasonable care and disclose it only to personnel, contractors, advisers, auditors, insurers, financing sources, and subprocessors who need to know it and are bound by confidentiality duties.

7.3 Required disclosure

Recipient may disclose Confidential Information when required by law, subpoena, or court order. When legally permitted, Recipient will give prompt notice and reasonable cooperation so Discloser may seek protection. Recipient will disclose only what is legally required.

7.4 Duration and remedies

These duties continue for five years after termination. Duties for trade secrets, source code, credentials, security information, Licensed Data, and nonpublic personal information continue for so long as the information remains protected by applicable law or retains its confidential character. Either party may seek appropriate injunctive relief for actual or threatened misuse of Confidential Information, subject to Section 16.

8. Privacy, security, and regulated data

8.1 Privacy roles

Each party will comply with privacy and data-protection law applicable to its own activities. Unless a product schedule or Data Processing Addendum states otherwise, Customer determines the purposes and means of processing Customer Data, and Topline processes Customer Data to provide the Services.

8.2 Privacy Policy

Topline’s Privacy Policy describes how Topline handles personal information in its role as a business or controller. Customer must provide its own privacy notices and consent mechanisms for Customer’s websites, campaigns, tracking, calls, and contacts.

8.3 Security

Topline will maintain reasonable administrative, technical, and organizational safeguards appropriate to the nature of Customer Data and the Services. No system is completely secure, and Topline does not guarantee that unauthorized access will never occur.

8.4 Security incidents

Topline will notify Customer without undue delay after confirming a security incident involving Customer Data, and in any event as required by applicable law or the Data Processing Addendum. Customer will promptly notify Topline of compromised credentials, unauthorized account access, or Customer-controlled security incidents affecting the Services.

8.5 Data Processing Addendum

When applicable law requires processor or service-provider terms, Topline’s then-current Data Processing Addendum will apply only after it is executed or otherwise expressly accepted by Topline and Customer. It governs only the processing within its scope and does not expand the Services, warranties, security commitments, remedies, or liability stated in the Agreement except where it expressly identifies a modification.

8.6 Regulated data

Unless Topline expressly agrees in a signed Order Form or addendum, Customer may not submit protected health information subject to HIPAA, payment-card data subject to PCI DSS, nonpublic personal information subject to GLBA safeguards requirements, government identification numbers, biometric identifiers, precise health data, or other data requiring controls the Services are not documented to support. Topline does not provide HIPAA-, PCI DSS-, or GLBA-compliant hosting merely because the Services are used by a healthcare, financial, or other regulated business.

Topline may remove prohibited data or suspend affected processing when reasonably necessary to reduce legal or security risk. Topline will use reasonable efforts to notify Customer unless notice would increase the risk or violate law.

9. Exit, export, and transition

9.1 Customer Data export

During the subscription term, Customer may export Customer Data using available standard tools. For thirty days after expiration, cancellation, or termination, Topline will provide Customer a reasonable opportunity to export Customer Data in the standard formats then supported by the Services. Suspension alone does not begin a new export period or limit Topline’s rights under Section 11.4. If amounts are overdue, Topline may condition interactive post-termination access on payment of the reasonable direct costs of maintaining that access and may use a supervised or offline export method, but will not withhold a standard Customer Data export solely to compel payment or obtain a release. The export right does not require Topline to continue paid third-party functionality, incur new third-party charges, preserve the account in its prior operating state, or provide custom migration work. A standard export need not include passwords, authentication tokens, API secrets, encryption keys, Topline master or shared credentials, security controls, or other authentication artifacts whose disclosure would create security risk or violate third-party requirements. Any permitted credential coordination is transition assistance under Sections 9.3 and 9.4. Topline retains all collection rights and may condition any nonstandard export, transition work, or Hosted Environment transfer on payment as stated in the Agreement.

Topline may require identity verification and may restrict the post-termination account to read-only or export-only access. Customer is responsible for completing export during the stated period.

Customer is responsible for maintaining independent copies of Customer Data and Customer Content appropriate to its needs and legal obligations. The Services are not a substitute for Customer’s backup, archive, or records-retention program unless a signed Order Form expressly states otherwise.

9.2 Customer Content and reports

During the same thirty-day period after expiration, cancellation, or termination, Customer may download Customer Content and account-specific reports made available through standard tools. Licensed Data remains subject to Section 5.6.

9.3 Hosted environment and account transfer

Export of Customer Data is separate from transfer of a tenant, workspace, location, sub-account, website environment, phone configuration, advertising account, or other functioning account environment (“Hosted Environment”).

Upon written request received before the export period ends, Topline may evaluate whether a Hosted Environment can be transferred. Unless an Order Form expressly promises transfer, Topline has no obligation to transfer a Hosted Environment. If Topline agrees to a transfer, all of the following conditions apply:

1. the Hosted Environment is dedicated solely to Customer;

2. the applicable third party permits transfer;

3. transfer will not disclose another customer’s data, Topline master credentials, shared integrations, security controls, Licensed Data, or Topline Materials that cannot reasonably be separated;

4. Customer supplies an eligible receiving account and completes required third-party steps;

5. Customer accepts Topline’s written scope, schedule, assumptions, and transition fee and prepays estimated fees and third-party costs;

6. Customer pays all overdue amounts not timely disputed in good faith under Section 10.6 and prepays transition costs; Topline may require escrow or other reasonable security for a timely disputed amount before undertaking the transfer; and

7. Customer and the receiving provider sign any assumption, security, third-party, and transition-specific release documentation reasonably requested by Topline concerning the transfer process, post-transfer operation, and risks outside Topline’s control. A transfer-specific release does not require Customer to release an unrelated accrued service claim unless the parties separately agree in a signed settlement.

Topline may retain reusable Topline Materials and copies required for legal, tax, security, insurance, and recordkeeping purposes. Transfer does not guarantee that telephone numbers, email, domains, billing, advertising approvals, integrations, deliverability, or other third-party functions will continue unchanged.

No sales statement, support message, informal email, willingness to evaluate a handoff, or statement that a transfer is technically possible creates a transfer obligation or modifies these conditions. A transfer commitment is binding only in a written Order Form or transition statement of work signed by an authorized Topline officer that identifies the Hosted Environment, included and excluded assets, price, dependencies, allocation of responsibility, and applicable acceptance or completion standard. Topline does not promise that a transferred environment will function exactly as it did before transfer.

9.4 Transition assistance

Standard export instructions are included at no additional charge. Migration, rebuilding, credential coordination, training, troubleshooting, custom extraction, and post-transfer support are professional services billed at Topline’s then-current rate or under a separate statement of work. Topline may require prepayment and schedule transition work subject to personnel and third-party availability. Topline has no obligation to provide uncapped or indefinite transition assistance or to prioritize transition work over existing customer commitments.

9.5 Deletion and retention

After the export period, Topline may delete Customer Data from active systems in accordance with its retention schedule, except for backup cycles and copies retained for law, security, fraud prevention, insurance, dispute preservation, or legitimate recordkeeping. Retained data remains protected by the Agreement.

Deletion may be irreversible. Backups are maintained for resilience, not as an archive available to Customer, and Topline has no duty to restore Customer Data after the export period unless a signed Order Form expressly provides a restoration service.

10. Fees, credits, and payment

10.1 Fees

Customer will pay the fees, usage charges, implementation charges, media costs, taxes, and other amounts stated in the Order Form, dashboard, or applicable pricing schedule. Unless an Order Form states another due date, invoices are due within fifteen days after the invoice date. Recurring fees are billed in advance. Usage and overage charges may be billed in arrears or deducted from credits. Topline’s metering, platform, carrier, and provider records control absent manifest error. Topline may change recurring subscription fees effective at the next renewal by giving at least forty-five days’ notice. A downgrade, seat reduction, or removal of an optional feature takes effect at the next renewal unless Topline agrees otherwise and does not create a retroactive refund or credit. Except as expressly stated in the Agreement or required by nonwaivable law, payment obligations are noncancelable and fees are nonrefundable.

10.2 Usage charges

Telephone, SMS, email, model, data, advertising, and other usage rates may change on thirty days’ notice. Topline may pass through a third-party, carrier, tax, regulatory, or platform increase on shorter notice when the underlying increase takes effect sooner. Current rates and usage records will be available in the dashboard or applicable schedule. Continued use of a metered feature after a rate change incurs charges at the new rate.

10.3 Topline Credits and Flex Hours

“Topline Credits” are prepaid contractual usage units that may be applied only to the designated Services, actions, data, outcomes, or other items shown in the applicable plan, dashboard, or pricing schedule. Topline Credits are not deposits, escrowed funds, stored value, gift cards, or money held for Customer. They are nonrefundable, nontransferable, and have no cash value. Unless an Order Form states otherwise, unused monthly Topline Credits may roll into the immediately following billing month and expire at the end of that month. Topline Credits allocated to completed actions, committed resources, media, data, or third-party costs are earned when allocated or incurred. An outcome-based deduction is earned when the qualifying reply, meeting acceptance, lead event, or other disclosed outcome is recorded under the applicable product criteria, even if the contact later cancels, fails to attend, or does not convert. Topline Credits do not guarantee availability, accuracy, delivery, performance, response, meeting attendance, conversion, or any other result.

“Flex Hours” are prepaid or included contractual service units tracked through Topline’s Flex Hours system and applied to implementation, project, professional, managed, creative, technical, strategy, support, or other human-service work. Flex Hours are nonrefundable, nontransferable, and have no cash value. Flex Hours are deducted based on actual time recorded in Topline’s ordinary-course time records, rounded in reasonable increments disclosed in the applicable plan or dashboard. Time may include preparation, meetings, communications, research, project management, production, configuration, testing, revisions, troubleshooting, documentation, and other work reasonably related to the task. When more than one Topline team member works on a task, each person’s recorded time may be deducted.

Any task-level Flex Hours estimate is a good-faith estimate based on the scope, assumptions, dependencies, and information then available. It is not a fixed fee, cap, service level, warranty, or promise that the task will be completed within the estimate or by a particular date. Actual Flex Hours may be higher or lower. Customer remains responsible for Flex Hours actually used, and exhaustion of included, purchased, approved, or estimated Flex Hours does not obligate Topline to complete, revise, or continue a task without additional authorized Flex Hours. Topline may pause or rescope work when available Flex Hours are exhausted.

Included implementation, project, professional-service, and Flex Hours must be scheduled and used during the period stated in the Order Form or plan. Unless the Order Form expressly permits rollover, unused Flex Hours expire at the end of that period and do not accumulate. Topline may schedule work in reasonable increments and according to personnel availability. Customer’s exclusive contractual remedy for a manifest tracking, metering, deduction, or allocation error involving Topline Credits or Flex Hours is correction of the record or restoration of the affected units, not a cash refund.

10.4 Payment authorization

Customer authorizes Topline and its payment processors to charge the payment method on file for amounts due under the Agreement, including recurring and usage charges. Customer must keep billing information current. Card-account updating services may update an expired or replaced card.

If Customer pays late, a payment method fails, usage materially exceeds prior levels, or Topline reasonably identifies increased credit risk, Topline may require prepayment, a deposit, a valid backup payment method, a shorter billing cycle, or a reasonable usage or credit limit as a condition of continued Service. A deposit may be applied to amounts due and will be returned after the Agreement ends, less amounts properly applied, subject to any required reserve period for usage, chargebacks, or third-party costs.

10.5 Taxes and late amounts

Fees exclude taxes. Customer is responsible for sales, use, value-added, telecommunications, regulatory, and similar taxes, fees, and assessments, excluding taxes on Topline’s net income. Overdue amounts accrue interest at one and one-half percent per month or the maximum lawful rate, whichever is less. Customer will reimburse reasonable collection costs, including attorneys’ fees and collection-agency fees, incurred to collect overdue amounts, except to the extent Customer timely disputed the amount in good faith and substantially prevails on that dispute.

10.6 Billing disputes and chargebacks

Customer must notify billing@topline.com of a billing dispute within thirty days after the invoice or charge, identify the specific amount and basis in reasonable detail, and provide enough information to investigate. To the maximum extent permitted by law, a charge not timely disputed in that manner is final absent manifest error or a nonwaivable right. A dispute does not excuse payment of undisputed amounts. Topline will review a timely dispute in good faith. Before initiating a chargeback, Customer must give Topline fifteen business days to investigate, unless law or the payment network requires earlier action.

Customer will reimburse documented processor fees and reasonable costs caused by a chargeback initiated in bad faith, on knowingly false information, or without the required notice when no legal deadline prevented notice. Nothing in this Section waives a nonwaivable payment-dispute right.

10.7 No setoff

Customer may not withhold, deduct, or set off amounts owed under the Agreement except for a credit confirmed in writing by Topline or a final award or judgment. Topline may apply a refund, credit, incentive, or other amount otherwise payable to Customer against any undisputed overdue amount Customer owes Topline.

11. Term, renewal, suspension, and termination

11.1 Monthly plans

Unless an Order Form expressly states a fixed commitment, a subscription is month-to-month. Either party may cancel a month-to-month subscription at any time, effective at the end of the current paid billing period. Customer may cancel through the dashboard or by email to help@topline.com. Cancellation stops future renewal; it does not refund the current period.

11.2 Fixed commitments

A six-month, one-year, two-year, or other fixed commitment applies when the Order Form conspicuously identifies the fixed term and total fees or a reasonably determinable fee calculation. A commitment need not include a discount. Customer owes the full committed amount whether billed upfront or in installments. For a Business Customer, a cancellation request made during a fixed term is treated only as notice of nonrenewal and is effective only if timely under the following paragraph, unless Customer has a valid right to terminate for Topline’s uncured material breach. A late notice takes effect at the end of the ensuing renewal term. If Customer purports to end the Agreement before the fixed term expires without such a termination right, or repudiates its payment obligations, the fixed term is not shortened and all unpaid committed fees become immediately due. Schedule B and nonwaivable law control for a Consumer Customer.

Unless the Order Form states otherwise, a fixed commitment of twelve months or less renews for successive terms equal to the initial fixed term, and a fixed commitment longer than twelve months renews for successive one-year terms. Either party may prevent renewal by giving notice of nonrenewal at least thirty days before the term ends. Renewal pricing will be Topline’s then-current price for the applicable plan and usage unless the Order Form states otherwise. Topline will send any renewal reminder required by applicable law, stating the information and cancellation method that law requires. Failure to send a legally required reminder affects renewal only to the minimum extent required by applicable law and does not create a refund or damages remedy beyond what that law requires.

11.3 Termination for breach

Either party may terminate an affected Order Form for the other party’s material breach if the breach remains uncured ten days after written notice for nonpayment or thirty days after written notice for another curable breach. Topline may suspend immediately for payment failure. Topline may terminate or suspend immediately for unlawful use, fraud, serious security risk, prohibited data, repeated platform-policy violations, excessive or abusive use, or conduct likely to harm Topline, other customers, or third-party access. Topline may also terminate an affected Service if a Third-Party Service, law, or platform rule makes continued performance impracticable or materially more costly, in which case Section 11.5 states Customer’s exclusive contractual remedy for unused prepaid recurring fees.

11.4 Suspension for nonpayment or Agreement violations

Topline may suspend, restrict, disable, disconnect, or shut down any affected Service or Topline-controlled or vendor-hosted component without waiting for termination or providing repeated notice if: (a) any amount is overdue; (b) a payment method fails; (c) Customer repudiates or indicates that it will not pay; (d) Customer breaches the Agreement or an applicable Third-Party Service policy; (e) Topline reasonably suspects unlawful use, fraud, a serious security risk, prohibited data, abuse, or conduct likely to harm Topline, another customer, a Third-Party Service, or another person; or (f) Topline reasonably determines that continued operation will increase unpaid charges, legal or security exposure, or third-party risk. This right includes websites and hosting; domains and DNS configurations under Topline’s control; telephone numbers, voice service, call routing, voicemail, recording, and SMS; email sending, inbox, authentication, domain, and deliverability functions; messaging; advertising and outreach campaigns; AI Agents; automations; integrations; data services; managed services; and related tenants, workspaces, subaccounts, vendor accounts, and configurations. Topline may also direct or permit a Third-Party Service to suspend an affected component, subject to that third party’s rules.

Customer acknowledges that suspension or shutdown may cause website, domain, telephone, email, messaging, campaign, integration, or automation unavailability; missed or lost calls, voicemails, emails, messages, inquiries, appointments, leads, or transactions; interruption of advertising, sales, customer service, or other operations; loss of access, data, functionality, deliverability, search ranking, reputation, or revenue; vendor charges, restrictions, deletion, or reassignment; and other third-party or business consequences. To the maximum extent permitted by law, Topline and the Topline Indemnitees (defined in Section 14.1) are not liable for those consequences when they arise from an authorized suspension or shutdown under the Agreement, even if Topline knew that Customer depended on the affected system. Section 13 applies in addition to this provision, and nothing in this Section excludes liability that cannot legally be excluded.

Suspension or shutdown does not cancel the Agreement, waive a default, reduce fees, extend a term, create a refund or credit, or excuse recurring fees, committed amounts, Flex Hours, Topline Credits, usage, media, data, third-party charges, transition costs, collection costs, or other amounts that accrue or become payable under the Agreement. Delaying or declining suspension on one occasion does not waive Topline’s right to suspend later.

Customer is responsible for business-continuity planning, backups, exports, alternate websites and communications channels, forwarding, number and domain portability, independent access to Customer-controlled accounts, and timely migration before suspension or termination. Any restoration or reactivation is subject to full payment, prepayment of applicable reactivation and third-party costs, technical feasibility, vendor availability, security review, and Customer cooperation. Topline does not guarantee that data, configurations, telephone numbers, domains, DNS, deliverability, rankings, approvals, integrations, account standing, or prior functionality can be restored or recovered.

11.5 Topline termination without cause

Topline may terminate a Service without cause on thirty days’ notice. If Topline terminates without cause before the end of a prepaid period, Topline will refund the unused portion of prepaid recurring subscription fees for the terminated Service, and no future committed fees accrue for the period after termination. No refund is due for Topline Credits, Flex Hours, completed services, implementation, usage, media, data, third-party costs, or an amount Topline may lawfully offset against undisputed overdue fees.

11.6 Customer termination for Topline breach

Customer may terminate only the materially affected Service or, if the Services in an Order Form are not reasonably separable and the breach substantially defeats the benefit of that Order Form as a whole, the affected Order Form, for Topline’s uncured material breach under Section 11.3. Customer’s sole contractual refund remedy is the unused portion of prepaid recurring subscription fees for the properly terminated Service, excluding Topline Credits, Flex Hours, completed services, implementation, usage, media, data, and third-party costs. This does not limit a remedy that cannot be limited by law.

11.7 Effect of termination

Termination ends access rights except for the export and transition rights in Section 9. Customer must pay amounts accrued through termination and any remaining committed fees, except that future committed fees cease for a Service properly terminated by Topline without cause or by Customer for Topline’s uncured material breach. Upon termination for Customer’s breach, all unpaid committed amounts become immediately due. Sections that by their nature should survive will survive, including payment, ownership and license restrictions, confidentiality, exit, disclaimers, liability, indemnity, dispute resolution, audit rights, and general provisions.

12. Service disclaimers

12.1 No guaranteed outcome

Topline does not guarantee leads, replies, meetings, sales, revenue, rankings, deliverability, advertising approval, conversion, hiring, financing, or another result unless a signed Order Form states a specific remedy for a specific commitment. Forecasts, examples, benchmarks, recommendations, and sales or marketing statements are not guarantees.

12.2 Data and analytics

Licensed Data, identity resolution, visitor identification, intent signals, attribution, analytics, and AI output may be probabilistic, incomplete, delayed, stale, duplicated, or incorrect. Customer is responsible for verifying information before relying on it.

12.3 Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, TOPLINE MATERIALS, OUTPUT DATA, LICENSED DATA, AND THIRD-PARTY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TOPLINE DISCLAIMS ALL IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. TOPLINE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, COMPLETE, CURRENT, OR SUITABLE FOR CUSTOMER’S PARTICULAR REQUIREMENTS.

13. Limitation of liability

13.1 Excluded damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TOPLINE AND THE TOPLINE INDEMNITEES (AS DEFINED IN SECTION 14.1) WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, STATUTORY, OR MULTIPLE DAMAGES; LOST PROFITS, REVENUE, BUSINESS, OPPORTUNITY, SAVINGS, GOODWILL, OR DATA; COST OF REPLACEMENT SERVICES; BUSINESS INTERRUPTION; OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO THE AGREEMENT OR SERVICES, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE AND REGARDLESS OF THE THEORY OF LIABILITY.

No exclusion, limitation, or cap in this Section 13 limits Customer’s payment, indemnification, collection-cost, personnel-restriction, wrong-forum, award-enforcement, misuse, confidentiality, or other liability, except where the Agreement expressly states otherwise. A Consumer Customer’s obligations remain subject to Schedule B and nonwaivable law.

13.2 Liability cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF TOPLINE AND ALL TOPLINE INDEMNITEES ARISING OUT OF OR RELATING TO THE AGREEMENT OR SERVICES WILL NOT EXCEED THE RECURRING SERVICE FEES PAID OR PAYABLE TO TOPLINE AND ATTRIBUTABLE TO THE SPECIFIC AFFECTED SERVICE FOR THE SIX-MONTH PERIOD BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY. A FIXED-TERM OR OTHER PREPAYMENT IS APPORTIONED OVER THE PERIOD TO WHICH IT RELATES AND DOES NOT INCREASE THE CAP MERELY BECAUSE IT WAS BILLED OR PAID DURING THE SIX-MONTH PERIOD. THIS IS A SINGLE AGGREGATE CAP FOR ALL EVENTS, CLAIMS, ORDER FORMS, AND THEORIES ARISING FROM THE SAME OR RELATED FACTS; IT DOES NOT RESET OR EXPAND FOR EACH CLAIM OR CLAIMANT.

If an Order Form bundles multiple Services without separately stating their fees, the cap will be based on the portion of fees reasonably attributable to the affected Service using Topline’s ordinary-course pricing and allocation records. Taxes, media spend, implementation, usage, credits applied to data or third-party costs, free or beta services, and other pass-through or third-party amounts are excluded from the cap. Any refund, service credit, restoration, re-performance, or other amount or value Topline provides because of the same event counts toward and reduces the available cap, with no duplicate recovery.

The cap does not apply to Topline’s intentional fraud or willful misconduct or to liability that cannot be limited by law. Any heightened or uncapped liability must be stated expressly in a signed amendment that identifies this Section 13.2.

13.3 Basis of bargain

The disclaimers and limitations allocate risk between the parties and are a basis of the pricing. They apply to every theory of liability, including contract, tort, negligence, strict liability, statute, restitution, and equity; to liability arising from an indemnity or exclusive remedy; and even if a limited remedy fails of its essential purpose. Each Topline affiliate, officer, director, employee, contractor, licensor, data provider, and agent may enforce these protections as an intended third-party beneficiary.

14. Indemnification

14.1 Customer indemnity

For a Business Customer, Customer will defend, indemnify, and hold harmless Topline and its affiliates, officers, directors, employees, contractors, licensors, data providers, and agents (collectively, the “Topline Indemnitees”) from and against any third-party or governmental claim, demand, investigation, audit, inquiry, proceeding, enforcement action, fine, penalty, loss, damage, judgment, settlement, cost, expense, or reasonable legal fee arising out of or relating to:

1. Customer Data, Customer Content, Customer’s products, offers, or instructions;

2. Customer’s communications, tracking, audiences, advertising claims, employment activities, or regulated decisions;

3. Customer’s violation of law, platform policy, or third-party rights;

4. Customer’s or its affiliates’, personnel’s, agents’, contractors’, invitees’, or Authorized Users’ breach of the Agreement or acts or omissions through Customer-controlled accounts or credentials; or

5. Customer’s or an Authorized User’s misuse of the Services, Topline Materials, Output Data, Licensed Data, or Third-Party Services, or use of them in violation of the Agreement.

Customer has no obligation under this Section only to the extent a final, nonappealable judgment determines that the covered matter was caused by Topline’s gross negligence or willful misconduct.

Customer’s obligations apply even if a covered matter also alleges negligence by a Topline Indemnitee, except to the extent of the exclusion in the preceding sentence.

Customer will also reimburse Topline for reasonable out-of-pocket investigation, remediation, carrier, platform, data-provider, notice, and response costs directly caused by Customer’s prohibited data, compromised Customer-controlled credentials, unlawful or unauthorized instructions, missing consent, platform-policy violation, or misuse of the Services.

Customer will pay covered defense costs and expenses as they are incurred. A payment under this Section does not prevent later allocation or recovery to the extent a final, nonappealable judgment establishes that the exclusion in Section 14.1 applies.

14.2 Intellectual-property claim response

If a third party claims that Customer’s authorized use of paid Topline software directly infringes a United States patent, copyright, or trademark, Topline may, at its option: (a) obtain the right for Customer to continue using the affected software; (b) modify or replace it with a substantially equivalent noninfringing alternative; or (c) terminate the affected Service and refund the unused portion of prepaid recurring fees for the terminated Service. Topline may suspend affected use when reasonably necessary to limit infringement risk.

Customer must promptly stop or modify the affected use when Topline reasonably directs it to do so. Any action Topline takes under this Section is a limited contractual response and does not constitute an admission or create a duty to undertake a different response.

Topline has no obligation under this Section for a claim arising from Customer Data, Customer Content, Output Data, Licensed Data, Third-Party Services, Customer or third-party modifications, combinations not supplied by Topline, compliance with Customer specifications or instructions, continued use after notice, or use outside the Agreement. This Section states Customer’s exclusive contractual remedy for any intellectual-property claim relating to the Services. Topline has no duty to defend, indemnify, reimburse, or hold harmless Customer, or to pay Customer’s legal fees, settlement, judgment, or other liability arising from such a claim, except to the extent a signed Order Form expressly states otherwise.

14.3 Procedure

For a matter covered by Section 14.1, Topline will promptly notify Customer and provide reasonable cooperation at Customer’s expense. Customer will control the defense using counsel reasonably acceptable to Topline. Topline may participate with counsel of its choice at its own expense and may assume control of the defense at Customer’s expense if the matter involves a governmental authority, presents a conflict of interest, seeks injunctive or other nonmonetary relief against a Topline Indemnitee, or Customer fails to defend diligently. Customer may not admit liability, settle, or compromise a covered matter without Topline’s prior written consent. Customer may not settle a covered matter unless the settlement fully and unconditionally releases every affected Topline Indemnitee, imposes no admission or nonmonetary obligation on a Topline Indemnitee, and is otherwise reasonably acceptable to Topline. Delay in notice reduces Customer’s obligation only to the extent of actual prejudice.

15. Public statements and personnel

15.1 Reviews and statements

Nothing in the Agreement prohibits either party from making truthful statements, giving legal testimony, communicating with counsel or insurers, or reporting to a government agency. Each party retains its remedies for actionable false statements, impersonation, misuse of marks, platform abuse, and misuse of Confidential Information. The Agreement does not create a fixed reputational penalty or authorize either party to remove the other party’s lawful content.

15.2 Personnel non-solicitation and no-hire

This Section 15.2 applies only to Business Customers. While any Order Form is in effect and for twenty-four months afterward, without Topline’s prior written consent, Customer will not, directly or indirectly: (a) solicit, recruit, induce, encourage, or assist another person to solicit, recruit, hire, or engage; or (b) hire, employ, retain, engage, appoint, or otherwise obtain services from, any Topline employee or individual contractor with whom Customer had material contact through the Services. This restriction applies whether Customer or the individual initiated the contact and whether the individual would serve as an employee, independent contractor, consultant, advisor, board member, officer, agent, temporary worker, staffing-firm worker, subcontractor, or in another paid or unpaid capacity. Customer will not avoid this restriction through an affiliate, owner, officer, employee, contractor, staffing firm, intermediary, or other person acting directly or indirectly for Customer.

If Customer employs, retains, appoints, or otherwise engages a person in breach of this Section, Customer will pay, within fifteen days after invoice, a recruitment fee equal to forty percent of the person’s first-year total cash compensation, including base salary or fees and guaranteed or target cash incentives, with no dollar cap. If the engagement is unpaid or compensation is deferred, contingent, equity-based, paid to another person, or otherwise not reasonably measurable when the breach occurs, the fee will be based on the fair market cash compensation for comparable services and seniority. The parties agree that recruiting, replacement, onboarding, lost-productivity, and relationship costs are difficult to determine when the Agreement is accepted and that this fee is a reasonable pre-estimate of probable loss rather than punishment. If Topline proves actual damages greater than the recruitment fee, Topline may recover those greater damages instead, but may not recover both for the same loss. Any request for temporary, permanent, or other equitable relief must be made in arbitration under Section 16. This Section applies only to the extent enforceable under applicable law.

16. Dispute resolution

16.1 Applicability and informal notice

This Section 16 applies to Business Customers. Section B.8 replaces this Section in its entirety for Consumer Customers. Before filing arbitration, a party must send a written dispute notice that identifies the claimant, relevant account and Order Form, specific transactions or events, factual and legal basis, requested relief, and amount demanded, and should attach supporting documents then reasonably available. A notice submitted for multiple claimants must provide that individualized information for each claimant. Notices to Topline must be sent to legal@topline.com. A dispute notice from Topline to Customer may be sent to the account email or address on file and is received when sent unless Topline receives a delivery-failure notice. The thirty-day resolution period begins on receipt of a notice that reasonably identifies the dispute. Failure to attach every supporting document does not make a notice incomplete or delay that period. Any applicable filing deadline is tolled during that period.

16.2 Agreement to arbitrate

Except for the arbitration-support proceedings permitted by Section 16.8, every dispute, claim, or controversy arising from or relating to the Agreement, the Services, the parties’ relationship, statements made during sale, billing, credits, chargebacks, performance, service quality, data, privacy, account access, suspension, termination, or an alleged act or omission will be resolved exclusively by final, binding, individual arbitration. All claims for damages, collection of amounts due, declarations, temporary or permanent injunctions, and other legal or equitable relief must be presented to and decided by the arbitrator. Charging an authorized payment method, debiting an authorized account, assigning a receivable, using a collection agency, making lawful credit reports, or taking other nonjudicial collection action does not commence a merits proceeding or waive arbitration of a contested claim.

This agreement covers claims under contract, tort, statute, regulation, equity, fraud, misrepresentation, negligence, and any other legal theory. It covers claims by or against Topline, Customer, and their respective affiliates, officers, directors, employees, contractors, agents, successors, and assigns. Those persons and entities are intended beneficiaries entitled to enforce this Section.

The Federal Arbitration Act governs this Section. South Carolina law governs the merits without regard to conflict-of-law rules.

16.3 Administrator and arbitrator

The American Arbitration Association (“AAA”) will administer arbitration under its Commercial Arbitration Rules and Expedited Procedures, as modified by this Section. The parties agree that the Expedited Procedures apply regardless of the amount in dispute. If AAA is unavailable or declines administration, JAMS will administer under its Comprehensive Arbitration Rules using procedures that most closely implement the schedule and limits in this Section. If both are unavailable, either party may ask a state or federal court in Charleston County, South Carolina, to appoint a neutral arbitrator under Section 5 of the Federal Arbitration Act.

One neutral arbitrator will decide the dispute. The administrator will appoint the arbitrator unless the parties agree on one. An in-person hearing, if the arbitrator finds one necessary under Section 16.5, will occur in Charleston County, South Carolina.

16.4 Delegation

Except for a dispute about whether the parties formed an agreement at all, the arbitrator has exclusive authority to decide the interpretation, scope, applicability, validity, and enforceability of the Agreement and this arbitration section, including a claim that a provision is void, voidable, or unconscionable and any challenge to the class, representative, consolidation, or mass-action waiver in Section 16.7. This delegation is independent and severable.

16.5 Procedure

The arbitration will be expedited. Except in extraordinary circumstances, each party may receive no more than one seven-day extension. The preliminary conference will occur as soon as practicable after appointment of the arbitrator. Any hearing will be scheduled to occur no more than sixty days after the preliminary conference, will be conducted remotely unless the arbitrator finds an in-person hearing necessary, and will not exceed one day absent good cause. The arbitrator will issue a written, reasoned award no later than fourteen days after the hearing closes or final submissions are due, unless the parties agree otherwise or the arbitrator documents extraordinary circumstances.

For a dispute in which no claim or counterclaim exceeds $25,000, the matter will be decided on written submissions unless a party requests a remote oral hearing or the arbitrator determines that a hearing is necessary. In every other matter, the parties will exchange the documents and witness information on which they intend to rely. No other discovery, deposition, or motion is permitted unless the arbitrator finds good cause and concludes that it is necessary for a fair resolution. Any permitted discovery must be directly relevant, proportional, and completed on the expedited schedule. A dispositive motion may be allowed only if it is likely to narrow or resolve the dispute without materially delaying the hearing.

The arbitrator may award any individual remedy available under applicable law and not validly limited by the Agreement, including temporary, preliminary, emergency, permanent, legal, and equitable relief. Before appointment of the merits arbitrator, a party seeking urgent relief must use the administrator’s emergency-arbitrator procedure. AAA Commercial Rule R-39 applies notwithstanding its default exclusion for cases administered under the Expedited Procedures. If JAMS administers the matter, its corresponding emergency-relief procedure applies. Any emergency order remains subject to review, modification, or dissolution by the merits arbitrator. The award must be written and reasoned.

16.6 Fees and costs

The party asserting a claim or counterclaim must pay the filing and administrative fees required to commence that claim or counterclaim. The parties will pay equal shares of required advance deposits for the neutral arbitrator’s compensation and expenses and other case expenses, unless the administrator requires a different allocation. Topline has no obligation to advance or pay Customer’s share. Failure to pay a required amount permits the administrator or arbitrator to suspend or terminate the affected claim or proceeding, subject to applicable law.

This allocation is subject only to a nonwaivable law or an administrator requirement necessary for the arbitration to proceed. If Topline is required to advance an amount allocated to Customer, the advance will be treated as an arbitration cost and may be reallocated in the final award. The arbitrator may apportion all arbitration fees, compensation, expenses, and advances in the final award as permitted by applicable law and the administrator’s rules.

Each party will pay its own attorneys’ fees and internal costs except to the extent a nonwaivable statute, Section 10.5, Section 14.1, Section 16.8, or the final award for bad-faith conduct authorizes recovery. The arbitrator will award reasonable fees and costs incurred in responding to a claim or defense found to have been asserted in bad faith or for harassment or delay. The Agreement does not create a general prevailing-party right for Customer to recover attorneys’ fees from Topline.

16.7 Individual proceedings and mass arbitration

Each dispute will proceed only on an individual basis. Neither party may bring or participate in a class, collective, consolidated, coordinated, representative, or private-attorney-general proceeding. An arbitrator may award relief only to the individual party seeking it and only as needed to resolve that party’s claim.

If twenty-five or more substantially similar demands are submitted against Topline by the same or coordinated counsel, they will proceed in sequential batches of no more than ten. The first batch will consist of two matters, one selected by each side. After final awards in those matters, the parties will mediate the remaining demands. If mediation does not resolve them, the administrator will form sequential batches of no more than ten matters using a neutral selection process. A later batch will not commence, and its merits fees will not be due, until the preceding batch is completed, unless the parties agree otherwise or the administrator determines that a different sequence is required to administer the demands lawfully. Filing deadlines will be tolled for properly submitted demands while they await a batch.

16.8 Arbitration-support proceedings only

No party may ask a court for damages, a declaration, a temporary restraining order, a preliminary or permanent injunction, or other relief on the merits of an arbitrable dispute. All such relief must be requested through the administrator, an emergency arbitrator, or the merits arbitrator.

A party may ask a court only to compel arbitration, stay litigation pending arbitration, appoint an arbitrator when authorized by the Federal Arbitration Act, or confirm, enforce, modify, or vacate an arbitration award. These limited proceedings do not authorize a court to decide an arbitrable claim on the merits.

Except for a nonfrivolous challenge limited to whether the parties formed an agreement at all or a court filing required by nonwaivable law, if Customer files, asserts, prosecutes, or maintains in any court a claim, request for relief, counterclaim, or other matter that is thereafter dismissed, stayed, compelled, ordered, withdrawn, or otherwise redirected to arbitration because it is subject to this Section, Customer must reimburse Topline for all reasonable and documented attorneys’ fees, court costs, filing fees, service costs, expert or consultant costs, travel expenses, and other legal expenses Topline incurs to enforce arbitration, obtain dismissal or a stay, transfer the matter to arbitration, or recover the amounts due under this paragraph. This reimbursement obligation arises solely from Customer’s use or continued use of the wrong forum. It applies regardless of Customer’s motive or good faith, whether Topline prevails on any underlying claim, and the outcome of the arbitration. It is a separate payment obligation, not a sanction, damages award, or prevailing-party remedy.

The court handling an arbitration-support proceeding will award these amounts to Topline when it dismisses, stays, compels, orders, or otherwise redirects the arbitrable matter. If the court does not determine or award the full amount, the arbitrator must award the unpaid amount upon proof of the reasonable and documented expenses and the qualifying court filing or proceeding. The court or arbitrator determines only the amount of reasonable expenses and whether the matter was redirected to arbitration; neither may deny reimbursement based on the merits or outcome of the underlying dispute. Amounts awarded or determined under this paragraph are due immediately, accrue interest under Section 10.5 until paid, and are not subject to setoff, the liability cap, or reduction based on any recovery or nonrecovery in arbitration.

If a party fails to pay or comply with a final or otherwise enforceable arbitration award or order by the deadline stated in it, that party must reimburse the other party for all reasonable and documented attorneys’ fees and costs incurred to confirm, defend, enforce, execute upon, or collect the award or order. Recoverable costs include court and filing fees, service expenses, appeal costs, judgment-debtor discovery, asset searches, liens, levies, garnishments, supplemental proceedings, and other reasonable enforcement expenses. This obligation applies regardless of whether attorneys’ fees were awarded on the merits, survives confirmation and entry of judgment, and may not produce duplicate recovery. A monetary award and unpaid enforcement costs accrue interest under Section 10.5 until paid.

Every court proceeding permitted by this Section must be brought exclusively in a state or federal court located in Charleston County, South Carolina. Notwithstanding the foregoing, an award or resulting judgment may be registered, domesticated, enforced, executed upon, or collected in any court having jurisdiction over the obligated party or its assets, and related judgment-debtor discovery may be conducted wherever permitted by law. South Carolina law governs the proceeding, except that the Federal Arbitration Act governs arbitration and any issue it preempts.

16.9 Confidentiality

The parties will keep arbitration filings, discovery, testimony, hearings, and awards confidential. Disclosure is permitted to counsel, advisers, auditors, insurers, financing sources, regulators, and others with a legitimate need to know; when required by law; or as needed to enforce or challenge an award.

16.10 Severability and survival

Individual arbitration before a neutral decision-maker is the central purpose of this Section. If a provision other than Section 16.7 is unenforceable, it will be severed to the minimum extent necessary and the remainder will remain effective. If Section 16.7 is unenforceable for a claim, only that claim will proceed in court, while arbitrable claims remain in arbitration.

This Section survives expiration, cancellation, suspension, termination, and transfer of the Agreement.

16.11 Court and jury waiver

Except for registration, domestication, enforcement, execution, collection, and related judgment-debtor discovery expressly permitted outside South Carolina by Section 16.8, if a dispute or proceeding is permitted to proceed in court under Section 16.8 or because a court finally determines that a particular claim cannot lawfully be arbitrated, each party consents to exclusive jurisdiction and venue in the state and federal courts located in Charleston County, South Carolina. South Carolina law governs without regard to conflict-of-law rules, except that the Federal Arbitration Act governs arbitration and any issue it preempts. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

17. General provisions

17.1 Relationship

The parties are independent contractors. The Agreement does not create a partnership, franchise, fiduciary, employment, or joint-venture relationship. Except for Customer’s express authorization under Section 3.3, neither party may bind the other.

17.2 Subcontractors

Topline may use, replace, and configure affiliates, contractors, licensors, data providers, model providers, carriers, and subprocessors to provide the Services without Customer’s consent. They owe no direct contractual duty to Customer under the Agreement. To the extent Topline is responsible for their performance under applicable law or an express provision of the Agreement, Topline’s responsibility remains subject to every disclaimer, remedy limitation, and liability cap in the Agreement. This Section does not make Topline a guarantor of a Third-Party Service or convert a provider, integration, platform, or account selected, owned, or directed by Customer into Topline’s subcontractor.

17.3 Force majeure

Topline is not liable for delay, failure, suspension, loss, or increased cost caused by events beyond its reasonable control, including natural disasters, severe weather, war, terrorism, civil disturbance, labor disruption, supply or personnel shortage, internet or utility failure, cyberattack not caused by Topline’s breach of Section 8.3, government action, epidemic, changes in law, and third-party platform, model, data, payment, advertising, or telecommunications failure. Affected schedules are extended for the duration and reasonable recovery period. This Section does not excuse Customer’s accrued fixed subscription or committed minimum fees, third-party commitments already made for Customer, or costs already incurred. If the event materially prevents the affected Service for more than sixty consecutive days, Topline may terminate that Service and provide the limited refund described in Section 11.5.

17.4 Assignment

Customer may not assign, delegate, transfer, or sublicense the Agreement or any account, including by merger, change of control, operation of law, or sale of substantially all assets, without Topline’s prior written consent. Topline may assign or delegate the Agreement, in whole or part, to an affiliate or in connection with a financing, reorganization, merger, acquisition, or sale of business or assets, and may assign receivables and related collection rights. Topline may withhold consent to an assignment to a competitor, sanctioned party, higher-risk business, or party unable to satisfy payment or compliance requirements. An unauthorized transfer is void and may result in suspension or termination. No permitted Customer assignment or transfer releases Customer from accrued or committed payment obligations unless Topline expressly agrees in writing.

17.5 Notices

Legal notices must be in writing. Dispute notices under Section 16 are governed exclusively by the delivery method stated in that Section. Other notices to Topline must be sent to legal@topline.com, with a copy by nationally recognized overnight courier to Topline Holdings Inc., 997 Morrison Drive, Charleston, South Carolina 29403. Notices to Customer may be sent to the account email or address on file. Email notice is effective when sent unless the sender receives a delivery-failure notice.

Routine billing, support, product, renewal, and operational notices may be sent by email, dashboard, or in-product message. Customer is responsible for maintaining current notice and billing contacts and for monitoring the account. A notice is not ineffective because Customer failed to update an address, filtered the message, or did not read an available dashboard or in-product notice.

17.6 No third-party beneficiaries

Except for the persons expressly protected or authorized to enforce Sections 5, 12, 13, 14, and 16, the Agreement creates no third-party beneficiary rights.

17.7 Waiver and severability

A waiver must be in writing and applies only to the specific instance. If a provision is unenforceable, it will be enforced to the maximum lawful extent or severed, and the remainder will continue, subject to the specific rule in Section 16.10.

Topline’s investigation, troubleshooting, correction, replacement, re-performance, courtesy credit, fee waiver, temporary billing hold, apology, acknowledgment of dissatisfaction, or participation in settlement discussions does not by itself admit breach, nonperformance, causation, damages, or liability and does not waive the Agreement. A settlement, release, transfer commitment, or modification is binding only when stated in a writing that satisfies Section 1.2 and is signed by an authorized Topline officer.

17.8 Entire agreement

The Agreement is the complete agreement concerning the Services and replaces prior or contemporaneous proposals, discussions, demonstrations, emails, and representations concerning the same subject. Customer acknowledges that it has not relied on a promise or guarantee not stated in the Agreement. This sentence does not exclude liability for intentional fraud that cannot lawfully be excluded.

17.9 Interpretation

“Include” and “including” mean “including without limitation.” “Written” includes email unless a section requires a signature. “Person” includes an individual and legal entity. Headings are for convenience. No presumption against the drafter applies. Electronic signatures and click acceptance have the same effect as handwritten signatures. Topline’s ordinary-course records of acceptance, account authority, notices, approvals, delivery, usage, credits, charges, and platform activity are admissible evidence and presumed accurate absent manifest error.

17.10 Contact

Questions about these Terms may be sent to legal@topline.com.

Schedule A. Business Customer Terms

A.1 Applicability

This Schedule A applies when Customer acquires the Services primarily for business, commercial, professional, trade, or income-producing purposes. A natural person, sole proprietor, partnership, nonprofit, or other organization may be a Business Customer. Consumer status does not arise merely because an individual signs, pays, or uses a personal email address.

A.2 Business use and authority

A Business Customer may use the Services only for its internal business purposes and authorized customer-facing business activities. If a person accepts for an entity, the entity is Customer and the person represents that the person has authority to bind it. Acceptance does not create a personal guaranty.

A.3 Business-specific provisions

Except where the Agreement expressly states otherwise, the entire main body of these Terms applies to Business Customers as written. Schedule B does not apply to a Business Customer. Schedule A confirms business-specific scope and does not exclude any main-body provision. An Order Form may establish a six-month, one-year, two-year, or longer fixed commitment under Section 11.2.

Schedule B. Consumer Customer Terms

B.1 Applicability and mandatory rights

This Schedule B applies only when a natural person acquires the Services primarily for personal, family, or household use. It modifies the main Terms only for that Consumer Customer. If this Schedule conflicts with another provision, this Schedule controls. Nothing in the Agreement waives a right or remedy that applicable consumer law does not permit the parties to waive.

B.2 Personal license, accounts, and publicity

For a Consumer Customer, the access right in Section 2.2 is for personal, family, and household use and not for resale or commercial exploitation. The third sentence of Section 2.2 is replaced for a Consumer Customer by the following: Customer may permit only household members allowed by the applicable plan to use the Services as Authorized Users, and Customer remains responsible for their acts and omissions. A Consumer Customer may not permit a minor to use the Services unless the applicable plan expressly allows that use and Topline has implemented any legally required parental-consent process. Business-specific duties in Sections 3.1 through 3.3 apply only to the extent the Consumer Customer uses the corresponding feature or directs the corresponding activity. The five-business-day acceptance process and exclusive correction remedy in Section 3.1 apply to a Consumer Customer only when separately presented for a paid Custom Deliverable and do not waive a statutory warranty or remedy.

Topline will not use a Consumer Customer’s name, image, likeness, testimonial, or identifying account information in public customer lists, sales materials, case studies, or advertising without separate affirmative consent. This paragraph replaces Section 5.9 for Consumer Customers.

B.3 Privacy and consumer data

For personal or household use, Topline processes personal information as described in its Privacy Policy and applicable law. The controller-and-processor allocation in Section 8.1 applies only when the Consumer Customer determines the purposes and means of processing personal data through a feature. A Consumer Customer is responsible for having permission to submit another person’s data but is not treated as a business or data controller merely by using the Services personally.

B.4 Consumer billing, cancellation, and renewal

All prices, recurring charges, trial terms, billing frequency, fixed commitment, renewal period, and material cancellation conditions presented at checkout or in an Order Form are incorporated into the Agreement. Before charging a Consumer Customer for an automatically renewing or continuing Service, Topline will clearly and conspicuously disclose the material offer terms, obtain the Consumer Customer’s express informed consent, and provide a confirmation that the Consumer Customer can retain. A Consumer Customer may cancel future renewal through the account method made available for cancellation or by emailing help@topline.com. When applicable law requires online or comparably easy cancellation, Topline will provide it. For a month-to-month subscription, cancellation takes effect at the end of the current paid billing period. For a valid fixed commitment, cancellation prevents the next renewal but does not shorten the accepted fixed term or eliminate committed fees unless the checkout, Order Form, or nonwaivable law expressly provides an earlier termination right or refund.

A fixed commitment binds a Consumer Customer only if it is clearly and conspicuously disclosed and affirmatively accepted. Before an automatic renewal, Topline will provide the notice, timing, renewal price, and cancellation method required by applicable law. Topline will honor any statutory cooling-off, cancellation, prorated-refund, military-service, or similar right that cannot be waived. Nothing in Sections 10 or 11 limits those rights.

For a Consumer Customer, Section 10.5 permits interest on an overdue amount at the lesser of one and one-half percent per month or the maximum lawful rate. The Consumer Customer owes collection attorneys’ fees or similar legal expenses only to the extent applicable law permits and a court or arbitrator awards them. Section 10.7 does not prohibit a withholding, deduction, setoff, chargeback, or payment remedy protected by nonwaivable law.

B.5 Consumer warranties and remedies

Every disclaimer, damages exclusion, liability limitation, exclusive remedy, and statement that Topline is not liable in the Agreement applies to a Consumer Customer only to the maximum extent permitted by consumer law and is subject to this Section B.5. Topline does not disclaim an implied warranty or statutory remedy that cannot be disclaimed. For a Consumer Customer, Section 13.2 is replaced by the following cap: to the maximum extent permitted by law, the total aggregate liability of Topline and all Topline Indemnitees arising out of or relating to the Agreement or Services will not exceed the greater of (a) recurring service fees paid or payable for the specific affected Service during the twelve months before the first event giving rise to liability or (b) five hundred dollars. This is a single aggregate cap for the same or related facts and does not create liability where none otherwise exists. Section 13.1 does not exclude statutory, multiple, or other relief to the extent available under a law that does not permit the exclusion. The exclusions and consumer cap do not apply to Topline’s intentional fraud, willful misconduct, liability for personal injury caused by negligence where it cannot be limited, or other liability that cannot be limited by law.

B.6 Consumer indemnity

Section 14.1 does not apply to a Consumer Customer. A Consumer Customer will indemnify and hold harmless Topline and the Topline Indemnitees only against a third-party claim to the extent directly caused by the Consumer Customer’s intentional unlawful conduct, knowing infringement of a third party’s rights, or material misuse of the Services in violation of Section 3.4. The Consumer Customer has no obligation to indemnify a Topline Indemnitee for that indemnitee’s own act or omission. For a claim potentially covered by this Section B.6, Section 14.3 does not apply. Topline will control and fund the defense pending a final, nonappealable judgment or written agreement determining that the claim is covered. The Consumer Customer may participate through counsel at the Consumer Customer’s own expense. After coverage is determined, the Consumer Customer will reimburse only reasonable defense costs, settlements, judgments, and other covered amounts properly allocated to the conduct covered by this Section B.6. Topline may not settle a claim in a manner that imposes an admission or nonmonetary obligation on the Consumer Customer without the Consumer Customer’s prior written consent, not to be unreasonably withheld. Section 14.2 otherwise applies to the extent relevant.

B.7 Reviews, complaints, and personnel

Nothing in the Agreement restricts a Consumer Customer from posting an honest review; making a truthful statement about the Services; communicating with counsel, an insurer, or another adviser; filing a complaint with a government agency; participating in an investigation; or giving legally protected testimony. Topline retains ordinary remedies for unlawful content, knowing falsehoods, impersonation, infringement, harassment, threats, disclosure of another person’s private information, and misuse of Topline’s systems or marks. Section 15.2 does not apply to a Consumer Customer.

B.8 Consumer dispute resolution

THIS SECTION REQUIRES INDIVIDUAL BINDING ARBITRATION, PROHIBITS CLASS AND REPRESENTATIVE PROCEEDINGS, AND WAIVES JURY TRIAL. A CONSUMER CUSTOMER MAY OPT OUT AS PROVIDED BELOW OR USE ELIGIBLE SMALL-CLAIMS COURT.

Before filing arbitration, either party must send the other a written notice describing the dispute and requested relief and allow thirty days for informal resolution. Notices to Topline must be sent to legal@topline.com. A dispute notice from Topline to a Consumer Customer may be sent to the account email or address on file and is received when sent unless Topline receives a delivery-failure notice. Any applicable filing deadline is tolled during that period.

Except for an eligible individual small-claims case and proceedings needed to compel arbitration, stay litigation, or confirm, enforce, modify, or vacate an award, every dispute arising from or relating to the Agreement, Services, sale, billing, data, privacy, suspension, termination, or the parties’ relationship will be resolved by final, binding, individual arbitration under the Federal Arbitration Act. This agreement covers claims by or against Topline, Customer, and their respective affiliates, officers, directors, employees, contractors, agents, successors, and assigns, all of whom are intended beneficiaries entitled to enforce this Section B.8. Either party may bring an individual claim in a small-claims court with jurisdiction if the claim remains there and proceeds only individually.

The American Arbitration Association (“AAA”) will administer arbitration under its Consumer Arbitration Rules and Consumer Due Process Protocol, including the applicable consumer and business fee allocations. A Consumer Customer will never be required to pay more than the amount allocated to a consumer under those rules or applicable law. Topline will pay the remaining administrative fees and arbitrator compensation required of the business. If AAA is unavailable or declines administration, JAMS will administer under its consumer rules and minimum standards. The arbitration will be remote or held at a location reasonably convenient to the Consumer Customer unless the parties agree otherwise.

One neutral arbitrator will decide the dispute. Except for a dispute about whether the parties formed an agreement at all, the arbitrator has exclusive authority to decide the interpretation, scope, applicability, validity, and enforceability of this arbitration provision, subject to a court’s authority where applicable law does not permit delegation. The arbitrator may award every individual remedy available in court under applicable law, including statutory, monetary, declaratory, injunctive, and attorneys’ fee relief. Before a merits arbitrator is appointed, a party may use the administrator’s emergency-relief procedure. Nothing in this Schedule limits a Consumer Customer’s right to seek public injunctive relief where that right cannot lawfully be waived.

Each dispute must proceed individually. Neither party may bring or participate in a class, collective, consolidated, coordinated, representative, or private-attorney-general proceeding in arbitration. An arbitrator may award relief only to the individual party seeking it and only as needed to resolve that party’s claim. When the AAA Mass Arbitration Supplementary Rules apply, those rules govern administration and fees. If the individual-proceedings waiver is unenforceable for a particular claim or requested remedy, that claim or remedy will proceed in court after the arbitrable claims are completed, unless applicable law requires a different sequence.

Each party will pay its own attorneys’ fees except when a statute, administrator rule, or award for bad-faith conduct permits recovery. If a party does not comply with an enforceable award by its deadline, that party must reimburse the other for reasonable and documented costs incurred to confirm, defend, enforce, execute upon, or collect the award, without duplicate recovery.

A Consumer Customer may opt out of this arbitration agreement by emailing legal@topline.com within thirty days after affirmatively accepting these Terms as a Consumer Customer. The notice must include the Consumer Customer’s name, account email, and a clear statement opting out of arbitration. Opting out will not affect access to the Services or any other part of the Agreement. An opt-out applies only to the Consumer Customer who sent it and does not opt out another account holder.

If arbitration is validly opted out or a claim may proceed in court, the parties waive jury trial only to the extent applicable law permits. A Consumer Customer may bring the proceeding in a court that has jurisdiction where the Consumer Customer resides; Topline may bring it only in a court with jurisdiction and venue permitted by applicable law. South Carolina law governs except to the extent the law of the Consumer Customer’s residence or another nonwaivable law applies.

Individual arbitration before a neutral decision-maker is the central purpose of this Section B.8. If a provision other than the individual-proceedings waiver is unenforceable, it will be severed to the minimum extent necessary and the remainder will remain effective. If the individual-proceedings waiver is unenforceable for a claim or remedy, the rule stated above for that claim or remedy controls. This Section B.8 survives expiration, cancellation, suspension, termination, and transfer of the Agreement.

B.9 Consumer changes to the Terms

Topline may make ordinary prospective changes under Section 1.3 after the stated notice period. A change that materially increases a Consumer Customer’s price during a paid term, renews or lengthens a fixed commitment, reduces a statutory or contractual refund right, adds or materially changes arbitration, or materially reduces ownership, privacy, data, account-transfer, warranty, remedy, or liability rights requires affirmative acceptance when required by Section 1.3 or applicable law. No change applies retroactively to an accrued claim or a dispute for which either party gave written notice before the change took effect.

B.10 State and federal protections

The Agreement is subject to federal and state consumer law that applies to the transaction, including laws concerning automatic renewal, cancellation, unfair or deceptive practices, electronic contracting, privacy, consumer reviews, and servicemember rights. These Terms do not waive a protection that cannot lawfully be waived. Topline will provide any state-specific notice, consent process, cancellation method, or other right at the time, in the medium, and in the form required by applicable law.