These terms of service (the “Agreement”) constitute a legally binding agreement between you (“you,” or “your,”) and Topi Inc., a Delaware corporation (“Topi”, “we,” “us” or “our”), governing your participation in the Topi Ambassador Program (the “Ambassador Program”).
IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT PROVIDE THE SERVICES (DEFINED BELOW) OR OTHERWISE PARTICIPATE IN THE AMBASSADOR PROGRAM. THIS AGREEMENT SUPERSEDES AND REPLACES ANY AND ALL PRIOR VERSIONS OF THE AMBASSADOR PROGRAM AGREEMENT.
Topi reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Ambassador Program at any time, effective upon posting of an updated version of this Agreement on this site or the Ambassador portal. You are responsible for regularly reviewing this Agreement. If you do not agree to any of the changes you may not provide the Services or otherwise participate in the Ambassador Program. Continued participating in the Ambassador Program after any such changes shall constitute your consent to such changes.
By participating in the Ambassador Program you agree to promote Topi and the Topi service by the following types of activities (the “Services”): (i) generally promote usage of the Topi Platform, including by the distribution of “Referral Codes” (defined below) to new Topi users; (ii) identify and foster partnership opportunities for the distribution of Referral Codes to new Topi users; (iii) execute against promotional campaigns communicated by Topi to spread the usage of the Topi platform in your community.
A “Referral Code” is a unique alphanumeric code for you to distribute to friends, family and other third parties (each a “Referred”). Referral Codes may only be distributed for promotional purposes and must be given away free of charge. You may not sell, trade, or barter Referral Codes under any circumstances.
Only new Topi users (i.e., persons who do not already have a Topi account) who are at least 18 years old are eligible to redeem Referral Codes and become a Referred. Referral Codes are only redeemable for use on the Topi platform to be applied towards Topi events and are not transferable or redeemable for cash. To redeem the Referral Code, the Referred must enter the Referral Code on the Topi platform in the creation of their new Topi account.
Each Referral Code is good for only one (1) ride up to a certain value set by Topi (such value may be changed by Topi without notice prior to redemption of the Referral Code). If the ride does not exceed the value of the Referral Code, there will be no remaining balance on the Referred’s Topi account. If the ride exceeds the value of the Referral Code, the Referred will be responsible for the payment or donation amount (if any donation is made) of the remaining balance of the ride. Referral Codes are subject to expiration and must be used within the amount of time stated by Topi at the time of redemption, but in no event later than thirty (30) days from the date of redemption. Topi reserves the right in its sole discretion to extend the validity of Referral Codes beyond the stated expiration date.
In exchange for your provision of the Services, Topi shall pay you a fee (the “Payment(s)”) for each time that your unique Referral Code is “Fully Redeemed”. A Referral Code shall be considered “Fully Redeemed” when the Referred (i) enters the Referral Code in the creation of their new Topi account, and (ii) completes their first ride using the Topi platform. A Payment shall not be considered earned until the applicable Referral Code has been Fully Redeemed.
At the time a Referral Code is Fully Redeemed, you shall earn the then-current Payment amount. The current Payment amount can be found here. The Payment amount is subject to change without notice. You are responsible for regularly reviewing this Agreement for information on the current Payment amount. If you do not agree to any of the changes to the Payment amount your sole remedy is to cease providing the Services or otherwise participating in the Ambassador Program.
4 Trademark License
Topi grants to you, during the term of this Agreement and subject to your compliance with the terms and conditions herein, a limited, revocable, non-exclusive license to display and use the trademarks Topi, YOUR FRIEND WITH A CAR, and the Pink Mustache logo (collectively, the “Topi Marks”) solely in connection with your provision of the Services (the “License”). The License is non-transferable and non-assignable, and you shall not grant to any third party any right, permission, license or sublicense with respect to any of the rights granted hereunder without Topi’s prior written permission, which it may withhold in its sole discretion.
You acknowledge that Topi is the owner and licensor of the Topi Marks, and that your use of the Topi Marks will confer no additional interest in or ownership of the Topi Marks in you but rather inures to the benefit of Topi. You further acknowledge that any and all goods and services displaying the Topi Marks (“Promotional Materials”) must be of sufficiently high quality to retain the value of and protect the Topi Marks and the goodwill they represent. You understand and agree that Topi shall have all rights of approval that are necessary to achieve this result, including without limitation the right to review and approve or reject Promotional Materials on or in connection with which the Topi Marks are used. You will:
- Use the Topi Marks strictly in accordance with Topi’s Trademark Usage Guidelines, as may be communicated to you and revised from time to time.
- Use the Topi Marks only in connection with Promotional Materials of the highest quality.
- Upon request, promptly provide to Topi representative samples of Promotional Materials on or in connection with which you use the Topi Marks.
You will not:
- Use the Topi Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the Topi Marks other than in accordance with the terms, conditions and restrictions herein.
- Take any other action that would jeopardize or impair Topi’s rights as owner of the Topi Marks or the legality and/or enforceability of the Topi Marks, including, without limitation, challenging or opposing Topi’s ownership in the Topi Marks.
- Apply for trademark registration or renewal of trademark registration of any of the Topi Marks, any derivative of the Topi Marks, any combination of the Topi Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the Topi Marks.
- Use the Topi Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard.
Except for the limited License expressly granted hereunder, no other license is granted, no other use is permitted and Topi (and its licensors) shall retain all right, title and interest in and to the Ambassador Program and Topi materials (including all intellectual property and proprietary rights embodied therein). You agree not to take any action inconsistent with such title and ownership.
5 Relationship of Parties
You are an independent contractor and are not an agent or employee of, and has no authority to bind Topi by contract or otherwise. You will perform the Services under the general direction of Topi, but you will determine, in your sole discretion, the manner and means by which you accomplish the Services, subject to the requirement that you shall at all times comply with applicable law. Topi has no right or authority to control the manner or means by which you accomplish the Services.
You will report as self-employment income all Payments received by you pursuant to this Agreement. You will indemnify Topi and hold us harmless from and against all claims, damages, losses and expenses, including reasonable fees and expenses of attorneys and other professionals, relating to any obligation imposed by law on us to pay any withholding taxes, social security, unemployment or disability insurance, or similar items in connection with compensation received by you pursuant to this Agreement. You will not be entitled to receive any vacation or illness payments, or to participate in any plans, arrangements, or distributions by Topi pertaining to any bonus, stock option, profit sharing, insurance or similar benefits for Topi’s employees.
You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to Topi’s business, operations and properties (“Confidential Information”) disclosed to you by Topi for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Topi in order to prevent it from falling into the public domain.
7 Representations and Warranties
By providing the Services you represent and warrant that you are at least 18 years old and that you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement. You hereby represent and warrant that you will comply with all applicable laws and regulations (including copyright and trademark laws and anti-spam laws) in connection with your participation in the Ambassador Program and you will not use the Topi platform, Referral Codes, or anything in connection with this Ambassador Program for any illegal or unauthorized purpose. You are prohibited from advertising Referral Codes and/or purchasing any advertisements in connection with this Ambassador Program for the purpose of soliciting potential riders, including but not limited to: Google, Facebook, Twitter, Bing and Craigslist. Topi reserves the right to deactivate or invalidate any Referral Code at any time if it feels the Referral Code has been distributed or is being used in violation of any portion of this Agreement. You shall not misrepresent your relationship with Topi to any third party and will not make any warranty or representation on behalf of Topi. You warrant that your participation in the Ambassador Program does not and will not violate any agreement between you and any third party. Except for the foregoing, neither party makes any warranties, express or implied, with respect to the Ambassador Program or any products or services, including without limitation implied warranties of fitness, merchantability or non-infringement of the Referral Code, the Topi platform, or any Topi services.
You will defend, indemnify, and hold Topi and its officers, directors, employees, agents and any third parties harmless for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your provision of the Services, including: your breach of this Agreement or your violation of any law or the rights of a third party. Limitation of Liability
IN NO EVENT WILL WE, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR OUR SUPPLIERS, BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH Topi, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE) EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXMIUM EXTENT ALLOWABLE BY LAW, OUR LIABILITY, AND THE LIABILITY OF OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO $100. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
9 E-mail and Text Communications
E-mail communications and text messages sent from us or through us are designed to make your participation in the Ambassador Program more efficient. By becoming an Ambassador, You specifically agree to accept and consent to receiving e-mail communications and text messages initiated from us or through us, which include, without limitation: message notification e-mails, and e-mails informing you of promotions we run and of new and existing features we provide. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.
10 Term and Termination
This Agreement is effective upon your provision of the Services. You may terminate your provision of Services at any time, for any or no reason. We may terminate this Agreement at any time for any or no reason, without explanation, effective upon sending written or email notice to you, or by terminating the Ambassador Program in part or entirely as posted on this site. We maintain sole discretion to prohibit your provision of the Services in the future, for any or no reason.
You and we agree that any legal disputes or claims arising out of or related to the Agreement (including but not limited to your participation in the Ambassador Program and provision of the Services), or the interpretation, enforceability, revocability, or validity of the Agreement, or the arbitrability of any dispute), that cannot be resolved informally shall be submitted to binding arbitration in the state in which the Agreement was performed. The arbitration shall be conducted by the American Arbitration Association under its Commercial Arbitration Rules, or as otherwise mutually agreed by you and Topi. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Claims shall be brought within the time required by applicable law. You and we agree that any claim, action or proceeding arising out of or related to the Agreement must be brought in your individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative, collective, or class proceeding. YOU ACKNOWLEDGE AND AGREE THAT YOU AND TOPI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
This Agreement shall be governed by the laws of the State of New York without regard to choice of law principles. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement and all incorporated agreements may be automatically assigned by Topi, in our sole discretion. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between you and Topi with respect to the subject matter hereof. Sections titled Modifications, Trademark License, Relationship of Parties, Confidentiality, Representations and Warranties, Indemnity, Limitation of Liability, Arbitration, and General shall survive any termination or expiration of this Agreement.