Last Updated: March 8, 2017
We may, from time to time, modify the terms of this Agreement without prior notice. When we make changes, we will post the revised Agreement here. Your use of the Website following any such modification constitutes your agreement to be bound by the terms and conditions of the modified Agreement. The date of the most recent update is listed at the top of this Agreement.
From time to time, we may offer products for sale as part of the Website. We reserve the right to change the descriptions, specifications, and prices of the products offered on the Website without notice and at any time. Topo Athletic does not warrant that such descriptions, specifications and prices of such products are accurate, complete or current at all times. Such products may not be available for delivery to your country of residence. Our delivery to you of an email confirmation following your placement of an order does not constitute our acceptance of such order, and we reserve the right to reject such order or limit the quantity of products under such order. We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion, including, without limitation, if we believe that user conduct violates applicable law or is harmful to the rights or interests of Topo Athletic.
Unless otherwise indicated, this Website and all of its content are protected under applicable copyrights, trademarks and intellectual property laws, including without limitation those of the United States, and all content and intellectual property rights therein are the property of Topo Athletic or the material is included with the permission of the rights owner and is protected pursuant to applicable copyright and trademark laws. ALL RIGHTS RESERVED.
The posting of any content on this Website does not constitute a waiver of any right in such content. You do not acquire ownership rights to any content viewed through this Website. Except as otherwise provided herein, none of this content may be used, copied, reproduced, distributed, republished, downloaded, modified, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without our express prior written permission.
Permission is hereby granted solely to the extent necessary to lawfully access and use this Website and its content to display, download, archive and print in hard copy, portions of this Website on a temporary basis and for your individual use only, provided you do not modify the materials and that you retain any and all copyright and other proprietary notices contained in the materials.
Topo Athletic, the Topo Athletic logo, all product names, all page headers, all custom graphics, all button icons, all trademarks, service marks and logos appearing on this Website, unless otherwise noted, are service marks, trademarks (whether registered or not) and/or trade dress of Topo Athletic (the "Marks"). All other trademarks, product names, company names, logos, service marks and/or trade dress mentioned, displayed, cited or otherwise indicated on the Website are the property of their respective owners. You are not authorized to display or use the Marks in any manner without our prior written permission. You are not authorized to display or use trademarks, product names, company names, logos, service marks and/or trade dress of other owners without the prior written permission of such owners. The use or misuse of the Marks or other trademarks, product names, company names, logos, service marks and/or trade dress or any other materials contained herein, except as permitted herein, is expressly prohibited.
Restrictions on use
All content and material on the Website, such as text, graphics, video, logos, photographs, icons, images, and audio clips, are the property of Topo Athletic and are protected by United States and international copyright laws. The compilation of all content and material on the Website is the exclusive property of Topo Athletic and protected by U.S. and international copyright laws. Content and material from the Website may not be copied, except by a user solely for his or her personal use, and such content and material may not be distributed, republished, uploaded, posted, or transmitted in any way, without the prior written consent of Topo Athletic. Modification or use of the content or material for any other purpose would violate Topo Athletic's intellectual property rights. The content and material on the Website is provided for lawful purposes only. Any intellectual property embodied in the Website, including without limitation patents, issued or pending, are the sole property of Topo Athletic.
If you choose to register your Personal Information into a new account within our Website (become a "Registered User"), your access to and use of certain components of the Website is subject to verification of your authority to so access and use such components of the Website. You shall hold and secure any username and password that provides you access to the Website or any particular component thereof as strictly confidential, and you shall not allow any other person access to or use of such username and password. You are responsible for any and all activity related to the Website accessed or used via your account. You shall immediately notify Topo Athletic of any actual or suspected unauthorized use of your username and password by sending an email to firstname.lastname@example.org.
We may add, delete, remove, modify, disable, suspend or restrict some or all of the Website at our sole discretion without notice to you, and you acknowledge that: (i) you may no longer be able to use the Website to the same extent, or at all, as prior to such events, and (ii) we shall have no liability to you or any third party in such case. We shall not be liable in any event for the addition, deletion, removal, modification, disabling, suspension or restriction of access to or use of any or all of the Website. Use of and Registration with the Website is void where prohibited. By using the Website as a Registered User, you represent and warrant that (a) all information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 13 years of age or older; and (d) your use of the Website does not violate any applicable law or regulation. Your Registration may be terminated without warning, if we believe that you are under 13 years of age.
Notice of copyright infringement
When we become aware of allegations of copyright infringement in material distributed via the Website, we will investigate the allegations and take appropriate action.
If you believe that your work has been copied and is accessible on our Website in a way that constitutes copyright infringement, please provide us with the following information:
- Identification of the copyrighted work claimed to have been infringed
- Identification of the allegedly infringing material on the Website that is requested to be removed;
- Your name, address, and daytime telephone number, and an email address if available, so that we may contact you if necessary;
- A statement that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law;
- A statement that the information in the notification is accurate and, under penalty of perjury, that the signatory is authorized to act on behalf of the owner of an exclusive copyright right that is allegedly infringed, and
- An electronic or physical signature of the copyright owner or someone authorized on the owner's behalf to assert infringement of copyright and to submit the statement.
Please send this information to:
Topo Athletic, LLC
Attn.: Copyright Infringement
1 Grant Street, Ste 150
Framingham, MA 01702
You are responsible for text, photographs, images, illustrations, graphics, sound recordings, video, audio-video clips, and other material (collectively, "User-Generated Content") that you post or otherwise share or distribute through the Website. Under no circumstances will we be liable in any way for any User-Generated Content. You can be held personally liable for comments that are defamatory, obscene, or libelous, or that violate this Agreement, an obligation of confidentiality, or the rights of others. If any part of the User-Generated Content you post is not your original work, it is your responsibility to obtain any necessary permission to post it.
Because we do not control the User-Generated Content posted on or through this Website, we cannot and do not warrant or guarantee the truthfulness, integrity, suitability, or quality of that User-Generated Content. You also agree and understand that by accessing this Website, you may encounter User-Generated Content that you may consider to be objectionable. We have no responsibility for any User-Generated Content, including without limitation any errors or omissions therein. We are not liable for any loss or damage of any kind you may claim was incurred as a result of the use of any User-Generated Content posted, emailed, transmitted or otherwise made available on or through this Website. The User-Generated Content posted on or through this Website expresses the personal opinions of the individuals who posted it and does not necessarily reflect the views of Topo Athletic or any person or entity associated with Topo Athletic.
We do not claim any copyrights in User-Generated Content. However, by using this Website you are granting us a nonexclusive, fully paid, worldwide, perpetual, irrevocable, royalty-free, transferable license to use, copy, modify, distribute, publicly display and perform, publish, transmit, remove, retain repurpose, and commercialize User-Generated Content you post in any and all media or form of communication whether now existing or hereafter developed, without obtaining additional consent, without restriction, notification, or attribution, and without compensating you in any way, and to authorize others to do the same. For this reason, you should not post any User-Generated Content (including any photographs, videos, confidential information, or product ideas) to which you do not agree to grant to us the above-described licensed rights.
We have the right, but do not assume the obligation, to: monitor and/or review all User-Generated Content; require that you avoid certain subjects; remove or block any User-Generated Content at any time without notice at our sole and absolute discretion; disclose any User-Generated Content and the identity of the user who posted it in response to a subpoena or whenever we believe that disclosure is appropriate to comply with the law or a court order, to prevent or investigate a possible crime or other violation of law, to protect the rights of Topo Athletic or others, or to enforce this Agreement; and terminate your access to and use of this Website, or to modify, edit or block your transmissions thereto in our sole discretion. You agree that our exercise of such discretion shall not render us the owners of User-Generated Content you post, and that you will retain ownership thereof as described above.
It is a condition of this Agreement that you do not upload, post, transmit or otherwise make available any User-Generated Content that: (i) is unlawful, harmful, hateful, threatening, abusive, harassing, libelous, defamatory, obscene, vulgar, pornographic, profane, racially disparaging, indecent, or invasive of another's privacy, (ii) constitutes or encourages activity illegal under criminal or civil law, (iii) is false, misleading, or fraudulent, (iv) you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements), (v) violates or infringes upon the rights of others, including User-Generated Content which violates the patent rights, copyrights, trademark rights, privacy rights, publicity rights, trade secret rights, confidentiality rights, contract rights, or any other rights of any individual, living or deceased, or any legal entity, (vi) contains the image, name or likeness of anyone other than yourself, unless (1) that person is at least eighteen years old and you have first obtained his/her express permission or (2) that person is under eighteen years old but you are his/her parent or legal guardian, (vii) solicits any private or personal information from an individual, (viii) solicits money, good or services for personal gain, (ix) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, (x) contains advertising, promotions or marketing, or which otherwise has a commercial purpose, (xi) impersonates any person or entity or falsely state or otherwise misrepresents your affiliation with a person or entity, or (xii) violates any local, state, national or international law, rule.
Links to third-party websites
he Website may link to other websites which are not maintained by Topo Athletic and which are owned and operated by third parties. You acknowledge that we are not responsible for the operation of, or content located on or through, any third-party websites. The inclusion of a link to such website does not imply endorsement by Topo Athletic and/or the Website. Viewing of any website linked to the Website is at your own risk.
Social Networking Services
In addition, Topo Athletic is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, Topo Athletic is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. Topo Athletic enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.
You hereby agree to indemnify, defend and hold harmless Topo Athletic and each of their officers, directors, representatives, agents and employees (collectively, the "Indemnitees") from and against any and all liability, damages and costs (including, without limitation, attorneys' fees) incurred by the Indemnitees in connection with your use of the Website, including without limitation with respect to any claim arising out of any User-Generated Content or other content that you submit or breach or alleged breach of any of your contained in this Agreement. Topo Athletic reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Topo Athletic. You shall cooperate as fully as reasonably required in the defense of any claim.
TOPO ATHLETIC, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS (COLLECTIVELY, THE "TOPO ATHLETIC PARTIES") DO NOT WARRANT THAT ANY INFORMATION, CONTENT OR MATERIAL ON THE SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. THE CONTENT OR MATERIAL ON THE SERVICE MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. THE TOPO ATHLETIC PARTIES MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, TITLE, NON-INFRINGEMENT, IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE OR ANY OTHER WARRANTIES UNDER ARTICLE 2 OF THE UNIFORM COMMERCIAL CODE AND, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE TOPO ATHLETIC PARTIES DISCLAIM ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE TOPO ATHLETIC PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE USE OF, OR THE RESULTS OF THE USE OF, THE SERVICE, WHETHER IN TERMS OF CORRECTNESS, COMPLETENESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
THE TOPO ATHLETIC PARTIES DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU UNDERSTAND AND AGREE THAT ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOADING OF SUCH CONTENT. YOU (AND NOT THE TOPO ATHLETIC PARTIES) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
YOU UNDERSTAND AND AGREE THAT THE DISCLAIMERS SET FORTH HEREIN APPLY TO ALL CAUSES OF ACTION NOW KNOWN OR WHICH MAY ARISE IN THE FUTURE.
Limitation of Liability
To the fullest extent permitted by applicable laws we, on behalf of our employees, agents, suppliers, and contractors, exclude AND DISCLAIM liability for any losses and expenses of whatever nature and howsoever arising including, without limitation, any direct, indirect, special, punitive, or consequential damages, loss of use, loss of data, loss caused by a virus, loss of income or profit, loss of or damage to property, claims of third parties, or other losses of any kind or character, even if we have been advised of the possibility of such damages or losses, arising out of or in connection with the use of this website or any website with which it is linked. You assume total responsibility for establishing such procedures for data back up and virus checking as you consider necessary. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS.
This Agreement gives you specific legal rights and you may also have other rights which vary from country to country. Some jurisdictions do not allow the exclusion of implied warranties, or certain kinds of limitations or exclusions of liability, so the limitations & exclusions set out in this Agreement may not apply to you. Other jurisdictions allow limitations and exclusions subject to certain conditions. In such a case the limitations and exclusions set out in this Agreement shall apply to the fullest extent permitted by the laws of such applicable jurisdictions.
Topo Athletic may terminate any rights granted hereunder at any time. Topo Athletic may prevent your access to the Website or cancel your Registration immediately without notice if, in its sole judgment, you breach any provision of this Agreement or for any other reason (or no reason) whatsoever.
Compliance with applicable laws
Topo Athletic and this Website are based out of Massachusetts. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Website or the content from outside the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdictions.
The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the content to countries or persons prohibited under the export control laws. By downloading the content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the content.
Dispute Resolution By Binding Arbitration:
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
Agreement to Arbitrate: This section is referred to in this Agreement as the "Arbitration Agreement." You agree that any and all disputes or claims that have arisen or may arise between you and Topo Athletic, whether arising out of or relating to this Agreement (including any alleged breach thereof), the Website, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Agreement, you and Topo Athletic are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
Prohibition of Class and Representative Actions and Non-Individualized Relief: YOU AND TOPO ATHLETIC AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND TOPO ATHLETIC AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S).
Pre-Arbitration Dispute Resolution: Topo Athletic is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer's satisfaction by emailing customer support at email@example.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice to Topo Athletic should be sent to: Topo Athletic, LLC, 1 Grant Street, Ste 150, Framingham, MA 01702, Attn: Legal ("Notice Address"). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Topo Athletic and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Topo Athletic may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Topo Athletic or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Topo Athletic is entitled.
Arbitration Procedures: Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's ("AAA") rules and procedures, including the AAA's Supplementary Procedures for Consumer-Related Disputes (collectively, the "AAA Rules"), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA's consumer arbitration page, http://www.adr.org/consumer_arbitration. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this Agreement as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless Topo Athletic and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Topo Athletic agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
Costs of Arbitration: Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, Topo Athletic will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Topo Athletic will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Topo Athletic will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys' fees will be governed by the AAA Rules.
Confidentiality: All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
Severability: Without limiting the severability provision in this section of the Agreement, if a court or the arbitrator decides that any term or provision of this Arbitration Agreement other than the Prohibition of Class and Representative Actions and Non-Individualized Relief section above is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of the Prohibition of Class and Representative Actions and Non-Individualized Relief section is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of this Agreement will continue to apply.
Future Changes to Arbitration Agreement: Notwithstanding any provision in this Agreement to the contrary, Topo Athletic agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending Topo Athletic written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement.
This Agreement constitutes the entire agreement between you and us, and supersedes all prior agreements or communications. If any provision of this Agreement is found to be invalid by any court, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement. No waiver shall be effective against us unless we make it in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Headings are for convenience only and have no legal import. This Agreement will be governed by the laws of the Commonwealth of Massachusetts applicable to contracts entered into and performed exclusively in Massachusetts.
If you have further questions about this Agreement, please contact us via email at firstname.lastname@example.org or via mail at:
Topo Athletic, LLC
55 Chapel Street
Newton, MA 02458