Terms of Use

Welcome to topmod.com. This is the main website for A3G Holdings, LLC, dba Topmod, (“Topmod”). Topmod also owns and maintains separate-linked webpages for its products and services, all of which can be accessed through its owned and/or operated sites, including, but not limited to, topmod.com (together, the “Sites”). These Terms of Use (“Terms”) govern your use of the Sites and the purchase of the products and services on the Site and supersede any prior agreement between you and Topmod.

Binding Contract

THIS IS A BINDING CONTRACT BETWEEN YOU AND TOPMOD. BY ACCESSING AND USING THE SITES AND/OR PURCHASING THE PRODUCTS AND SERVICES, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS AND THE TOPMOD PRIVACY POLICY LOCATED AT www.topmod.com/privacy-policy AND INCORPORATED HEREIN. YOU ARE NOT PERMITTED TO ACCESS OR USE THE SITES OR ANY OF THE FEATURES OR PRODUCTS AVAILABLE THROUGH THE SITES UNLESS YOU AGREE TO THESE TERMS. PLEASE READ THEM CAREFULLY. YOU SHALL NOT USE THE SITES UNTIL YOU HAVE READ THESE TERMS AND SIGNIFIED YOUR ACCEPTANCE OF THEM. YOUR USE OF THE SITES CONSTITUTES ACCEPTANCE OF THESE TERMS.

Topmod may periodically modify the Terms without notice. Changes to the Terms will be effective at the date on which they are posted on the Sites. If you do not agree to any change to the Terms, you must cease use of the Sites. Your continued access and use of any of the Sites signifies your acceptance of the Terms as modified.

Topmod may terminate your use of the Sites and its contract with you if you do not comply with these Terms.

ANY DISPUTE BETWEEN YOU AND TOPMOD MUST BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION, AS MORE FULLY DESCRIBED BELOW.

Topmod Products and Services

The Sites provide you with the ability to access various Topmod products, content and services. From the Sites you can learn about upcoming Topmod events and promotions, and other information relating to Topmod. All of the products, content and services accessible through the Sites are for your personal, non-commercial use only and your access to and use of them are subject to these Terms.

The products, content, and services available through the Sites are subject to change and, in some cases, may be subject to additional terms of use. For example, additional terms apply to tournaments and software that may be accessible through the Sites. Topmod will notify you of these “Supplemental Terms” in connection with the applicable product, service, or contest.

Some of the features of the Sites require you to create a user profile or user account and some require you to pay a subscription or other fee. Topmod will notify you when this is required. In addition, when you access the Sites through a mobile network, your mobile network provider’s messaging, data and other fees may apply.

Third Party Products/Services and Websites

In addition to Topmod products and services, the Sites may provide you with the ability to access products, content, and services offered by or maintained by third parties. In some cases, these may be accessible directly through the Sites. In others, access may be via links from the Sites to third party websites. Regardless, Topmod is not responsible for the products, content or services available from third parties – even if they are provided through the Sites – or for how third party sites are managed or the terms applicable to your use of them. Your access to and use of these third party materials and websites is governed by the terms established by their owners/operators. You are responsible for reading those terms before you access or use the third party products or websites. Topmod accepts no responsibility for any third party materials or websites or for any losses or damages that may arise from your use of them. If you decide to access or use any third party materials or websites, you do so exclusively at your own responsibility and risk and you waive and release Topmod and its parent and subsidiary companies from all claims associated with them.

Third Party Service Providers

You acknowledge that Topmod contracts with third party suppliers, licensors, developers, application and data hosting providers, wireless network services, payment processers, and other technology services providers to provide the Sites’ functionality (“Third Party Providers“). For example, all user data and user content is stored at computer data centers operated and maintained by Third Party Providers.

Proprietary Rights and License

All of the products, content and services available through the Sites are protected by copyright owned by Topmod or its licensors or licensees. This includes all products, product descriptions, all types of information such as the “look and feel” of the Sites, videos, text, graphics, logos, images, photographs, artwork, derivative works, software, and any other material or information published on or used in connection with the Sites (collectively, the “Site Content”). Similarly, all trademarks, service marks, trade names, trade dress and other indicia identifying the Sites, Topmod or the products or services available through the Sites (collectively, the “Marks“) are owned by Topmod or its licensors or licensees. You do not obtain any rights in any of the products, content, or services available on the Sites or other Site Content or the Marks by your use of the Sites or otherwise. However, so long as you comply with these Terms, you do receive a limited license to use them as provided below. All rights in the products, content or services and other Site Content and Marks are reserved to their respective owners. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the products, the Site Content, the Sites or the information provided therein.

Subject to these Terms, Topmod grants you a personal, revocable, non-transferable, and non-exclusive limited license to access and use the Sites for your own personal, noncommercial use. This license includes the right to (a) copy and download materials from the Sites as needed for you to view them through your browser and (b) print screen shots of products, product descriptions, and similar materials for your personal reference use, provided you do not delete or modify any copyright or other proprietary notices. Topmod may terminate this license upon notice to you, in which case you must cease all use of the licensed materials. Except as otherwise expressly permitted, you are not permitted to make any other use of the Sites or the Site Content.

In addition to the above license, the Supplemental Terms may contain license terms for some products, content and services may have their own license terms. For example, videos, software, and games will all have their own license terms which are in addition to these Terms.

License Restrictions

As above, the license granted to you by Topmod is limited. It is also subject to certain restrictions. Unless Topmod give you express written authority, you may not (a) resell any of the products, content or services or any other Site Content (or any portion thereof) on the Sites; (b) distribute, disclose, publicly perform, or publicly display any of the above; or (c) modify or make any derivative uses of the Sites or the Site Content (or any portion thereof).

In addition, under no case are you (nor shall you assist any third party to) permitted to:

  • decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or derive any source code (or underlying ideas, algorithms, structure or organization) from the Sites, or from any other information by any means whatsoever;

  • allow use of any of the software in any format through any timesharing device, service bureau, network or by any other means, to or by any third party;

  • use any data mining, scraper, spider robots, or similar data gathering or extraction methods to access, monitor, or copy any Site Content or other content or information used by the Sites;

  • violate the restrictions in any robot exclusion headers on the Sites or circumvent any other measures used to prevent or limit access to the Sites;

  • take any action that imposes, or may impose, in Topmod’s sole discretion, an unreasonable or disproportionately large load on its infrastructure;

  • engage in deep-linking to any portion of the Sites for any purpose;

  • “frame”, “mirror” or otherwise incorporate any part of the Sites into any other web site;

  • use the Sites or the Site Content other than for their intended purpose;

  • post content to the Sites in violation of the Terms; or

  • violate any of Topmod’s applicable community guidelines.

Any use of the Sites or Site Content other than as expressly permitted by these Terms will constitute a violation of the Terms and may constitute infringement of Topmod’s intellectual property and other proprietary rights and a violation of applicable law.

User Information

In the course of your use of the Sites, you may be asked to provide certain personalized information to us (such information referred to hereinafter as “User Information”). Topmod’s policies for collecting, using and protecting User Information are set forth in the

Topmod Privacy Policy at www.topmod.com/privacy-policy,which is part of these Terms. You acknowledge and agree that you are solely responsible for the accuracy and content of User Information, and you agree to keep it up to date.

Creating an Account

Topmod offers a variety of products, content and services through the Sites. Some of these are available without charge and others require you to pay a fee. Topmod will notify you in advance if a fee is required.

However, many of the features available through the Sites require you to set up an account (“User Account” or “Account”) to access them. When you set up a User Account, you will be asked to provide certain information about yourself, including your name, email address, and other information. You will also be asked to select a unique password for your Account, and you agree that you are solely responsible for maintaining the confidentiality of the password. You may use your Account to update, revise or delete your Registration Data (as defined below); purchase products; and otherwise manage your orders and use of and interaction with the Sites. You shall be solely responsible for the security, confidentiality and integrity of all messages and the information that you receive, transmit or store via the Sites and/or User Account. By registering for an Account, you agree (a) to provide accurate and current information about you as may be required during the registration process (“Registration Data”); (b) not to impersonate or misrepresent your affiliation with any person or entity or use another person’s username, password or other account information, or provide false details for a parent or guardian; (c) to maintain the security of your Account password and identification; (d) to maintain and promptly update the Registration Data, and any other information you provide to Topmod, to keep it accurate and current; (d) to accept all risks of unauthorized access to the Registration Data and any other information you provide to Topmod; and (e) to notify Topmod immediately of any unauthorized use of your account or any other breach of security by emailing us at legal@a3gholdings.com.

By setting up an Account, you represent and warrant that:

  • all the information you submit for your Account is true and accurate;

  • you are at least 18 years of age;

  • you have reviewed these Terms; and

  • you are fully able and competent to enter into the terms, conditions, obligations, representations and responsibilities set forth in these Terms, and to abide and comply with them.

Topmod may suspend or terminate your Account at any time, for any reason, and without advance notice at Topmod’s sole discretion and without any liability to you. If Topmod suspends or terminates your Account or these Terms, you understand and agree that (except as otherwise expressly provided in writing) you shall receive no refund or exchange for any unused subscription, any license or subscription fees, any content or data associated with your Account, or for anything else.

Purchasing Topmod Products

Some of the Sites require you to set up a User Account in order to purchase related Topmod products.

All purchases from the Sites are subject to these Terms and Topmod’s applicable policies for cancellations, replacements, shipping, pricing, and payments, and hereby incorporated into these Terms. In addition, some purchases are subject to individual purchase terms and instructions, which are listed on the applicable product page(s). Before making any purchase, you should be sure to read the Terms AND the terms on the Site’s shopping cart or final sales page carefully. In the event of a conflict between the general purchase terms here and the individual purchase terms, the individual purchase terms will govern.

Topmod attempts to ensure that the content, product descriptions, prices, and other information on the Sites are as accurate as possible. However, Topmod does not warrant or guarantee that any information on the Sites is accurate, complete, or error-free, and Topmod undertakes no commitment or obligation to update any content, product descriptions, or other information on the Sites. Topmod may at any time change the contents, product descriptions, or other information on the Sites, and/or any aspect of the Sites, without prior notice. Topmod also reserves the right to limit quantities of any Topmod product or service purchased by any individual customer, and to revise, suspend, or terminate any special event, promotion, or special offer at any time and without advance notice, at Topmod’s sole discretion.

You acknowledge that Topmod is the owner or authorized reseller of the products. Products are sold “AS IS” and “AS AVAILABLE.” Topmod reserves the right to not sell products to you if you request delivery to a country that is at war, or subject to another force majeure event, or that is currently under sanctions by the United Nations or sanctions or an embargo by the United States. All products are sold pursuant to a shipment contract and that means that risk of loss and title for such products passes to you upon Topmod’s delivery to the carrier.

As to products and services that may be featured on the Sites, Topmod makes every effort to display as accurately as possible such products and services. However, the colors, dimensions, and details that you see on your computer monitor may vary depending on your equipment. Topmod cannot guarantee that your equipment will accurately display the details of its Products.

By purchasing products, content or services through the Sites, you agree to comply with all of the Terms. You also represent that you are 18 years of age or older. If a purchase is made by a minor, Topmod is under no obligation to offer a refund but may do so at its discretion.

Digital Content and Virtual Items

Some of the Sites make available digital content for download as well as virtual items (Avatars, Badges, etc.) for use within the Sites. When you purchase these items, you are purchasing a limited access license to use them. This license gives you the right to download the content (or, in the case of virtual items, to access and use them within the Sites) for your personal, non-commercial, use only and the license is not transferrable. The charge for the license may be in the form of a one-time license fee or it may be a recurring fee, depending on the item. Topmod will advise you of the specific purchase terms before you complete the license purchase. Digital content may require specific software or hardware in order for you to use it and these requirements are noted on the Sites in connection with those products. You are responsible for providing, maintaining, and ensuring compatibility with the Sites access requirements, all software, hardware, electrical or other physical requirements for your use of the Sites, including without limitation mobile devices, telecommunications and Internet service provider access, connections, links, web browsers or other equipment, programs and services required to access the Internet or the Sites (collectively “Access Requirements”). Digital content and virtual items may not be returned or refunded and virtual items may only be used within the Sites and Topmod may modify or discontinue them at any time.

You acknowledge and agree that from time to time the Sites may be inaccessible or inoperable for any reason, including without limitation: (i) equipment malfunctions, (ii) periodic maintenance procedures or repairs; or (iii) other causes beyond Topmod’s control. Additionally, because the Sites are accessed via the Internet or a mobile carrier, you may have connection issues due solely to your own Internet or telecommunications service provider or other technological access requirements. Topmod is not responsible for any third-party access requirements (e.g., your ISP).

Software and Apps

Topmod may make software and mobile apps available for purchase from the Sites or via links to app stores such as iTunes and Google Play. Like digital content, software and mobile apps are licensed, not sold, and may be available without purchase, for a one-time fee, or a recurring fee. Topmod will advise you of the Supplemental Terms of the license and any fees prior to purchase. If software is provided to you on physical media, you will own the media on which it is provided, but Topmod retains all intellectual property rights in the software itself. You are responsible for confirming that the device on which you will install the software meets the software and hardware and other Access Requirements necessary for you to use the software.

Topmod Collectibles

You can also purchase Topmod collectible items from the Sites. When you purchase these items, Topmod ships them to you according to Topmod’s applicable payment, shipping and return policies. Unlike digital content and software, when you purchase Topmod collectibles, you own the physical item. But, like software and other products for which you may purchase a license, you do not obtain any rights in any of the intellectual property embodied in these items. Topmod retains all copyright, trademark, trade dress and other rights in them and your use of them is subject to Topmod’s retained rights.

Social and Community Features

Topmod may offer various community features on the Sites, such as message or bulletin boards, forums, and chat rooms. Access to these features may be subject to age restrictions. Unless otherwise expressly stated by Topmod, it will not assume any obligation to monitor, filter, censor, edit, or regulate information or content provided by you or third parties through these social features, although Topmod reserves the right to do so in its sole discretion. Topmod does not endorse, warrant the accuracy or reliability of, or assume any liability in connection with any such information or content provided by users or other third parties.

As to any information or content that you submit or post to the Sites, you represent and warrant that you have the right and authorization to do so without the need for additional permissions or consent of any third party. In addition to any other rules, guidelines or regulations that Topmod may post in connection with a particular service or feature, you agree that you shall not do any of the following in or through the Sites:

  • Upload, post, transmit (via e-mail, e-card, chat or otherwise), or otherwise make available any content, language or materials that are fraudulent, unlawful, defamatory, obscene, pornographic, vulgar, offensive, profane, sexually explicit, indecent, threatening, abusive, violent, illegal, rude, harassing, or otherwise improper, or that violates any applicable domestic or international law, or government regulation (including, without limitation, those of any state, foreign country, securities exchange, the S.E.C., and the F.C.C.) or that contains software viruses, worms, or any other computer code or portions of code, programs, or files designed to interfere with, interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications or other equipment or to cause a security breach of such software, hardware, or other equipment;

  • Upload, post, transmit (i.e., via e-mail, e-card, chat or otherwise), or otherwise make available any unsolicited or unauthorized advertising, promotional materials, spam, junk mail, chain letters, pyramid schemes, or any other form of commercial or political solicitation;

  • Engage in or run raffles, lotteries, contests, sweepstakes, or chain letters or other pyramid schemes;

  • Disguise the origin of any content uploaded to, posted on, transmitted, or otherwise made available on or through the Sites, including, without limitation, by forging headers, providing inaccurate intellectual property notices, or otherwise manipulating identifiers;

  • Modify, obscure, or eliminate the Topmod frame set, banner advertising, or any other content or information that originates from the Sites;

  • Promote, encourage or provide instructions or information about how to engage in illegal conduct or commit illegal activities, promote physical harm or bodily injury, or promote any illegal act of cruelty to animals;

  • Collect or harvest screen names, collect or store personal data about other users, or solicit or attempt to discover a user’s password, screen name, or other registration information without the user’s express knowledge and consent;

  • Interfere with or disrupt the Sites or any services or features thereon, or servers or networks connected to the Sites, or violate any requirements, policies, regulations, or procedures of networks connected to the Sites;

  • Disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Sites are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges;

  • Provide links to websites, networks, content, or resources that themselves violate the letter or spirit of the Terms, or promote the violation of these Terms or make available tools or information whose primary use constitutes a violation of the letter or spirit of these Terms;

  • Use your web pages or other personal features or areas of the Sites as storage for remote loading or as a door or signpost to another web page, whether inside or outside the Sites; or

  • Interfere with the operation or design of any elements that Topmod may add to users’ pages or other personal features or areas of the Sites, including, without limitation, toolbars, advertising banners, watermarks, logos, or other messages of any kind.

Topmod reserves the right, in its sole discretion, to adopt and post additional rules in any social or community area and to condition access to any such community features by any individual or group in accordance with age, geographic, or other criteria, to deny or restrict access by any individual or group who fails to meet that criteria or by anyone who fails to comply with Topmod’s criteria or rules at any time, and to change or modify the criteria or rules at any time. Topmod also reserves the right (but does not assume any obligation), in its sole discretion, to delete any postings, messages or other content on the Sites that violate these Terms and to deny access by any user to the Sites.

NOTICE: The information and content you submit through a social feature, such as a chat service, may be recorded and stored in multiple places, both on the Sites and elsewhere on the Internet, which are likely to be accessible for a long time, and you have no control over who will read them. If you elect to participate in a feature that enables you to correspond with other participants of the service, some of your account information and other materials that you provide, such as your username, may be shared with other participants. You alone are responsible for the content and consequences of any of your messages or other materials submitted to the Sites or through these social features. Because of the anonymity provided by usernames, you may not know at all times with whom you are interacting through these features. It is therefore important that you are careful and selective about the information that you disclose about yourself and others, and in particular, you should not disclose any sensitive, personal, proprietary or confidential information in your messages, comments or posts to Topmod’s public or community features. ALSO, WHEN USING SUCH FEATURES, DO NOT DISCLOSE YOUR PERSONAL INFORMATION (SUCH AS YOUR REAL NAME, PHONE NUMBER, ADDRESS OR OTHER INFORMATION THAT WOULD ENABLE OTHERS TO IDENTIFY OR LOCATE YOU, EITHER ONLINE OR OFFLINE).

While using the social and community features on the Sites, you may be exposed to content of other users with which you may disagree or that you may find offensive, indecent, or objectionable, or that is inaccurate, misleading, or illegal. You expressly assume and agree to bear any and all risks associated with the use of any such content and your exposure to any such content, including any reliance by you on the accuracy, integrity, usefulness, or completeness of such content. Topmod will not be liable, and disclaims all liability, in connection with any harm, loss, or damages of any amount or type arising from your access to, or use of, the services or any content posted to, downloaded from, or otherwise made available through the Sites, whether that content is posted to, downloaded from, or otherwise made available through the Sites by Topmod, you, another user, or any other third party.

Topmod encourages you to report any suspected violations of these Terms or any other additional rules posted in connection with such activity or service, in particular as they relate to inappropriate behavior or activity in its chat services and other community features. You may contact Topmod to report violations at legal@a3gholdings.com.

Topmod reserves the right, but not the obligation, to investigate and take appropriate legal action in its sole discretion against anyone who it believes violates these Terms, including without limitation, removing the offending communication in whole or in part from the Sites, suspending or terminating the membership of such violators and/or suspending or terminating their right to use and access the Sites.

User Generated Content

Topmod may allow you to submit, upload or otherwise make available text, images, audio, video, competition entries or other content (“User Generated Content”) through the Sites. All submissions must comply with the rules above for Social and Community Features.

Topmod does not claim ownership to your User Generated Content; however, you grant Topmod a non-exclusive, sublicensable, irrevocable and royalty-free worldwide license under all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights to use, reproduce, transmit, print, publish, publicly display, exhibit, distribute, redistribute, copy, index, comment on, modify, adapt, translate, create derivative works based upon, publicly perform, make available and otherwise exploit such User Generated Content, in whole or in part, in all media formats and channels now known or hereafter devised (including in connection with third-party sites and platforms such as Facebook, YouTube and Twitter), in any number of copies and without limit as to time, manner and frequency of use, without further notice to you, with or without attribution, and without the requirement of permission from or payment to you or any other person or entity.

You represent and warrant that your User Generated Content conforms to these Terms and that you own or have the necessary rights and permissions, without the need for payment to any other person or entity, to use and exploit, and to authorize us to use and exploit, your User Generated Content in all manners contemplated by these terms. You agree to indemnify and hold Topmod and its parent, subsidiary, and affiliated companies, and each of their respective employees and officers, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against us by any third party arising out of or in connection with Topmod’s use and exploitation of your User Generated Content. You also agree not to enforce any moral rights, ancillary rights or similar rights in or to the User Generated Content against Topmod, its licensees, distributors, agents, representatives and other authorized users, and agree to procure the same agreement not to enforce from others who may possess such rights.

To the extent that Topmod authorizes you to create, post, upload, distribute, publicly display or publicly perform User Generated Content that requires the use of Topmod copyrighted works, Topmod grants you a non-exclusive license to create a derivative work using Topmod’s copyrighted works as required for the purpose of creating the materials, provided that such license shall be conditioned upon your assignment to Topmod of all rights in the work you create. If such rights are not assigned to Topmod, your license to create derivative works using Topmod’s copyrighted works shall be null and void.

Communications with Topmod

Topmod likes to hear from you. However, in your communications with Topmod, please keep in mind that, unless it specifically requests them, Topmod does not solicit or wish to receive any confidential, secret or proprietary information or other material from you through the Sites, by e-mail or in any other way, and Topmod does not accept or consider any ideas or suggestions relating to products, services, marketing plans, or any other matters.

Any such submissions, materials, content, information, creative works, demos, ideas, questions, comments, answers, suggestions, concepts, methods, systems, designs, plans, techniques or the like submitted to Topmod via the Sites, mail, e-mail or otherwise, or transmitted, posted, or uploaded by you to the Sites, including User Generated Content (collectively, “Your Submissions“) will be treated as non-confidential and nonproprietary, except to the extent set forth in the Topmod Privacy Policy at www.topmod.com/privacy-policy and Topmod will not assume any responsibility, obligation, or liability for them or for Topmod’s receipt or non-receipt of them. If any other information you submit constitutes personal data, you agree that Topmod and its affiliates may transmit such personal data, including, if necessary, across international boundaries, as required to provide its products, services, or the Sites. Topmod may delete or destroy Your Submissions at any time. Topmod’s receipt of Your Submissions is not an admission by Topmod of their novelty, priority, or originality, and it does not impair Topmod’s right to contest existing or future intellectual property rights relating to Your Submissions.

By submitting or sending Your Submissions to Topmod, you grant Topmod a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, and fully transferable, assignable and sublicensable right and license to copy, reproduce, distribute, publish, transmit, modify, adapt, translate, display, distribute, sell, license, publicly perform, prepare derivative works based upon, and otherwise use or exploit Your Submissions throughout the world in any and all media. You represent and warrant that: (a) you have the right and authorization to make the foregoing grant without the consent of any third party, and (b) Your Submissions are accurate and, as permitted to be used by Topmod under these Terms, do not and will not infringe any right of any third party.

Email Contacts

By creating a User Account or sending e-mail to Topmod, you consent to receive email communications from us. Furthermore, you agree that all agreements, notices, disclosures, and other communications that Topmod provides to you electronically, via the Sites or otherwise, satisfy any legal requirement that such communications be in writing to the maximum extent permitted by law.

SMS Messaging

If you elect to receive marketing text messages from Topmod, either via the Sites or by sending a text message indicating your consent, you are providing your prior express written consent to receive recurring marketing or promotional text messages from Topmod (each, a “Text Message”) sent through an automatic telephone dialing system. Message frequency varies. This service is optional and is not a condition for purchase. You can opt out of receiving any further Text Messages from Topmod at any time by replying “STOP” to any Text Message you receive from Topmod. For help, reply “HELP” to any Text Message you receive from Topmod. In addition to any fee of which you are notified, your mobile provider’s message and data rates may apply to any Text Messages Topmod sends you. Under no circumstances will Topmod or its affiliates be responsible for any messaging or wireless charges incurred by you or by a person that has access to your wireless device or telephone number. If your carrier does not permit Text Messages, you may not receive the Text Messages. Neither Topmod nor the wireless carriers will be liable for any delays in the receipt of, or failure to deliver, any Text Messages, as delivery is subject to effective transmission from your network operator. Text Message services are provided on an “AS IS” basis. Data obtained from you in connection with any Text Message services may include your cell phone number, your provider’s name and the date, time and content of your text messages. Topmod may use this information in accordance with its Privacy Policy to contact you and to provide the services you request from Topmod. For more information on how Topmod uses telephone numbers, please read its Privacy Policy. If you change or deactivate the phone number you provided, you have an affirmative obligation to update the phone number(s) attached to your User Account to prevent Topmod from inadvertently communicating with anyone who acquires any phone number(s) previously attributed to you, and any new phone number(s) you attach to your User Account may receive Topmod’s standard marketing Text Messages unless you unsubscribe via the above procedures.

Investigations

Topmod reserves the right, without any limitation whatsoever, to: (a) investigate any suspected breaches of security for the Sites or its information technology or other systems or networks, (b) investigate any suspected breaches of these Terms or violations of any additional terms, conditions and rules posted in connection with a particular service or feature on the Sites, (c) involve and cooperate with law enforcement authorities in investigating any such matters, (d) prosecute violators of these Terms to the full extent of the law, (e) delete or modify any content on the Sites, including any materials or items you may have acquired through your use of the Sites, and (f) discontinue any of the Sites or terminate your access to them at any time, without notice, for any reason and without any obligation to you whatsoever.

Privacy

Topmod will protect the privacy of the information provided in your User Account in accordance with the Topmod Privacy Policy at www.topmod.com/privacy-policy.

Notice to International Visitors

The Sites and the servers that make them available are located in the United States of America. If you reside in another country, these Terms may conflict with the laws of your country. In the event of such a conflict, these Terms will govern to the extent that they are valid and enforceable under applicable United States laws.

Topmod makes no representation that the Sites are appropriate or available for use beyond the United States of America. If you use the Sites from other locations, you are responsible for compliance with applicable local laws. Although Topmod products and services are available in many parts of the world, the Sites may describe products and services that are available only in the United States of America and are not available worldwide.

You agree that you will not use the Sites for activities prohibited by any applicable state, federal, or other country’s laws, rules or regulations. You represent and warrant that: (i) you are not located in a country that is subject to U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

Banners, Advertisements and Promotions

Topmod reserves the right to post banners, advertisements, promotions, and similar content throughout the Sites. Topmod may also allow advertisers and corporate partners to post content on the Sites. This content may be targeted to users based on information they provide through use of the Sites or other information. Topmod does not control, endorse or adopt any such activity and it makes no representation or warranties of any kind regarding it. Any interactions, correspondence, and business dealings that you have with any advertisers and other third parties found on or through the Sites (including via the linked third-party sites) are solely between you and the third party (including, without limitation, issues related to the content of third party advertisements, payments, delivery of goods, warranties, and the like). Topmod disclaims all liability in connection with them.

Links to Other Sites

The Sites may contain links to or from third-party sites (“Linked Sites“), including, without limitation, sites operated by advertisers, licensors, licensees, and promotional and business partners. Topmod has no control over the content of Linked Sites, and Topmod does not assume any obligation to review any Linked Sites. Topmod does not endorse, approve, or sponsor any Linked Sites, or any content, advertising, information, materials, products, services, or other items on or available on or from them, and Topmod disclaims all liability in connection therewith. Any activity you engage in connection with a Linked Site is subject to the privacy policy, conditions of use, and other terms imposed by the operator of the Linked Site and Topmod disclaims all liability in connection therewith.

Contests and Promotions

Competitions that you enter through the Sites may have Supplemental Terms, but the following general rules apply unless otherwise provided.

Entries

Your competition entry is User Generated Content and subject to all provisions of these Terms. Topmod may disqualify entries that are late, misdirected, incomplete, corrupted, lost, illegible or invalid or where appropriate parental consent was not provided.

Competition entries are limited to one per person and entries via agents or third parties or the use of multiple identities are not permitted. Use of automated entries, votes or other programs is prohibited, and all such entries (or votes) will be disqualified.

Topmod reserves the right to modify, suspend, cancel or terminate a competition or extend or resume the entry period or disqualify any participant or entry at any time without giving advance notice.

Eligibility

To enter a competition, you must have a valid User Account with current contact information. No purchase is necessary to enter a competition and a purchase will not improve your chances of winning. Competitions are not open to Topmod’s employees (or their immediate families) or anyone else professionally associated with the competition. If you are under age 18 (or the age of majority under applicable law) and the competition is open to you, Topmod may need your parent or guardian’s consent before it can accept your entry. Topmod reserves the right to request proof of identity or to verify eligibility conditions and potential winning entries, and to award any prize to a winner in person. Competitions are void where prohibited or restricted by law. Potential winners who are residents in jurisdictions where competitions require an element of skill may be required to answer a mathematical test in order to be eligible to win a prize.

Prizes

No cash or alternative prizes are available, except that Topmod reserves the right to substitute a similar prize of equal or greater value. Prizes cannot be transferred or sold by winners. All prizes will be awarded provided a sufficient number of eligible entries are received and prizes are validly claimed by the date provided. Unless otherwise disclosed in the prize description prior to entry, winners are responsible for all costs and expenses associated with claiming a prize. All taxes are solely the responsibility of each winner, although Topmod reserves the right to withhold applicable taxes and each winner agrees to complete any required tax forms.

Publicity

Your acceptance of a prize constitutes your agreement to participate in reasonable publicity related to the competition and grants Topmod an unconditional right to us to use your name, town or city and state, province or country, likeness, prize information and statements by you about the competition for publicity, advertising and promotional purposes and to comply with applicable law and regulations, all without additional permission or compensation. As a condition of receiving a prize, winners (or their parents or guardians) may be required to sign and return an affidavit of eligibility, liability release and publicity release.

Photography and Filming within Topmod Auditoriums

Topmod reserves the right to broadcast, communicate, film and/or record any event within its auditoriums. If you are photographed, filmed or recorded whilst attending a Topmod event, you consent to Topmod photographing, filming or recording you. Topmod’s affiliates can broadcast, publish, license and use any photographs, film, recordings or images of you without compensation or restriction including but not limited to marketing and promotional use and in all media. Topmod and anyone acquiring from them a right to use the material are not liable to You in any way for its use.

Copyright Claims

Topmod will respond appropriately to notices of alleged copyright infringement that comply with the U.S. Digital Millennium Copyright Act (“DMCA“), as set forth below. If you own copyrights in a work and believe that your intellectual property rights in that work have been infringed by an improper posting or distribution of it via the Sites, then send Topmod a written notice that includes all of the following:

  • a legend or subject line that says: “DMCA Copyright Infringement Notice”;

  • a description of the copyrighted work that you claim has been infringed;

  • the URL of the site and a description of where the material that you claim is infringing is located on that site;

  • your address, telephone number, and e-mail address;

  • a statement by you that you have a good faith belief that the alleged infringing material is not authorized by the copyright owner, its agent, or the law;

  • a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the copyright owner (or, if you are not the copyright owner, then your statement must indicate that you are authorized to act on the behalf of the owner of an exclusive right that is allegedly infringed); and,

  • your electronic or physical signature.

Topmod will only receive DMCA notices by mail or e-mail directed to Topmod’s Designated Agent at the addresses below:

By Mail:

A3G Holdings, LLC Attention: Legal Department 7887 E. Belleview Avenue, Suite 1100 Denver, Colorado 80111

By E-Mail: legal@a3gholdings.com. We strongly recommend submitting your notice by email to ensure a quick response.

Topmod may elect to not respond to DMCA notices that do not comply with all of the foregoing requirements, and Topmod may elect to remove allegedly infringing material that comes to its attention via notices that do not comply with the above.

Warranty Disclaimers and Waiver

The information provided through the Sites is believed to be accurate, but neither Topmod nor its third party providers warrant or guarantee such accuracy. THE CONTENT AND THE PRODUCTS AND SERVICES, INCLUDING WITHOUT LIMITATION ALL PRICES AND SPECIFICATIONS FOR PRODUCTS AND SERVICES, PROVIDED THROUGH THE SITES ARE SUBJECT TO CHANGE WITHOUT NOTICE. THE SITES, AND ALL SITE CONTENT, TOPMOD PRODUCTS AND SERVICES, AND OTHER MATERIALS, INFORMATION, PRODUCTS, AND SERVICES INCLUDED IN OR MADE AVAILABLE IN CONNECTION WITH THE SITES ARE PROVIDED “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES WHATSOEVER. YOU ACKNOWLEDGE AND AGREE THAT TOPMOD HAS NO OBLIGATION FOR ANY ERRORS (E.G. TYPOGRAPHICAL ERRORS) AND DOES NOT WARRANT THAT THE SITES OR THE SITE CONTENT ARE ERROR-FREE. TOPMOD EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS WITH REGARD TO THE PRODUCTS AND SERVICES SOLD, THE CONTENT, AND THE SITES. TOPMOD ALSO DISCLAIMS ANY WARRANTIES REGARDING THE ACCURACY, SECURITY, RELIABILITY, TIMELINESS, AVAILABILITY, COMPATIBILITY, AND PERFORMANCE OF THE SITES AND INFORMATION THEREON. TOPMOD FURTHER DISCLAIMS ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH ANY CONTENT ON THE SITES. FINALLY, TOPMOD DISCLAIMS ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SITES OR IN CONNECTION WITH THE SITES OR RECEIVED THROUGH ANY LINKS PROVIDED ON THE SITES, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH ANY LINKS PROVIDED ON THE SITES. YOU HEREBY IRREVOCABLY WAIVE ANY CLAIM AGAINST TOPMOD, ITS PARENT, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS WITH RESPECT TO THE SITES, ANY CONTENT ON THE SITES, AND ANY TOPMOD PRODUCTS AND/OR SERVICES, AS WELL AS ANY CONTENT YOU PROVIDE TO THIRD PARTIES (INCLUDING, WITHOUT LIMITATION, CREDIT CARD AND OTHER PERSONAL INFORMATION).

Some jurisdictions do not allow the exclusion of implied warranties. In such event, this exclusion may not apply to you to the extent the laws of such jurisdiction prohibit the exclusion such implied warranties.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TOPMOD WILL NOT BE LIABLE UNDER ANY THEORY OF LAW, FOR ANY AND ALL DAMAGES, CLAIMS, OR CAUSES, SUCH AS, BUT NOT LIMITED TO, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, BREACH OF CONTRACT DAMAGES, LOSS OF PROFITS, LOSS OF GOOD WILL OR REPUTATION, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR DATA, OR COSTS OF REPLACEMENT GOODS, ARISING OUT OF OR RELATING TO YOUR USE OR INABILITY TO USE OR PERFORMANCE OF THE SITES, PRODUCTS, SERVICES, OR CONTENT, WITH THE DELAY OR INABILITY TO USE THE SITES, OR WITH THE PROVISION OF OR FAILURE TO MAKE AVAILABLE THE SITES, PRODUCTS, SERVICES, OR THE CONTENT, OR RESULTING FROM USE OF OR RELIANCE ON THE INFORMATION PRESENT, EVEN IF TOPMOD MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH THE SITES, YOU DO NOT AGREE WITH ANY PART OF THESE TERMS, OR YOU HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST TOPMOD WITH RESPECT TO THESE TERMS OR THE SITES, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITES. The exclusion of damages under this section is independent of your exclusive remedy and survives in the event such remedy fails of its essential purpose or is otherwise deemed unenforceable. These limitations and exclusions apply without regard to whether the damages arise from (a) breach of contract, (b) breach of warranty, (c) negligence, or (d) any other cause of action. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. Topmod shall be liable only to the extent of verifiable, actual damages, incurred by you directly related to the paid for products or services; provided, in any event, Topmod’s aggregate liability shall not exceed USD $100. Any claims arising in connection with your use of the Sites, any Site Content or the products and services must be brought within one (1) year of the date of the cause of action arose.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOU HAVE NO CONTRACTUAL RELATIONSHIP WITH ANY OF TOPMOD’S THIRD PARTY PROVIDERS, AND THAT YOU ARE NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN TOPMOD AND ANY THIRD PARTY PROVIDER. IN ADDITION, YOU ACKNOWLEDGE THAT ALL SUCH THIRD PARTY PROVIDERS SHALL HAVE NO LEGAL, EQUITABLE, OR OTHER LIABILITY OF ANY KIND TO ANY USER, AND YOU HEREBY WAIVE AND DISCLAIM ANY AND ALL CLAIMS OR DEMANDS OF SUCH NATURE. YOU ACKNOWLEDGE AND AGREE THAT ANY THIRD PARTY PROVIDERS HAVE NO OBLIGATION FOR ANY WARRANTY, EXPRESS OR IMPLIED OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, WARRANTIESOF TITLE OR NON-INFRINGEMENT, OR ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE PRODUCTS, SERVICES, AND/OR INFORMATION PROVIDED UNDER THE SITES. YOU FURTHER ACKNOWLEDGE AND AGREE THAT SUCH THIRD PARTY PROVIDERS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHALL HAVE NO OTHER WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE PRODUCTS, SERVICES AND/OR CONTENT PROVIDED, AND ANY OTHER CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS OR EXPENSES ATTRIBUTABLE TO ANY FAILURE TO CONFORM TO ANY WARRANTY WILL BE SOLELY AS PERMITTED UNDER THESE TERMS.

Bargained For Basis

YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THESE TERMS AND NEITHER THE SITES, THE CONTENT, NOR THE PRODUCTS OR SERVICES, WOULD BE PROVIDED TO YOU ABSENT SUCH LIMITATIONS OF LIABILITY.

Force Majeure

Without limiting any provision in the previous section, Topmod shall not be liable or be deemed to be in breach of these Terms for any failure to perform, or delay in performing, any of Topmod’s obligations if the delay or failure was due to any cause beyond Topmod’s reasonable control. Causes beyond Topmod’s reasonable control shall include, but not be limited to, acts of God, flood, explosion, natural catastrophe, storms, fire or accident, global pandemics (including Covid-19); war or threat of war, blockade, sabotage, insurrection, terrorism, riot or civil disturbance; acts, restrictions, regulations, laws, prohibitions or measures of any kind on the part of any governmental, international, federal, state or local authority; import or export regulations or embargoes; strikes or other industrial actions or trade disputes (whether involving employees of Topmod or a third party); problems in obtaining raw materials, labor, transportation, fuel, parts or machinery; and power failure, utility outages, or breakdown in machinery, including computer or other equipment failure. In the event of any such default or delay, the date for performance shall be extended for a period equal to the period during which such aforesaid cause, circumstance or contingency remains in effect.

Indemnification

You agree to indemnify, defend and hold Topmod, its officers, directors, employees, agents, licensors and suppliers harmless from and against all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees and costs, resulting from any violation of these Terms or any activity related to use of the Sites by anyone using your User Account or password.

Agreement

These Terms, together with the Privacy Policy and all other policies or documents referenced herein, constitute the entire agreement between you and Topmod concerning your use of the Sites, superseding any prior agreements between you and Topmod with respect to the Sites and subject matter hereof. These Terms shall be binding upon and inure to the benefit of the parties, their successors, and assigns. These Terms and your User Account may not be assigned with our express, prior written consent which may be withheld at Topmod’s sole discretion. Notices under these Terms shall be in writing and shall be deemed given when delivered by email to legal@a3gholdings.com or by mail to the address listed below:

A3G Holdings, LLC Attention: Legal Department 7887 E. Belleview Avenue, Suite 1100 Denver, Colorado 80111

Applicable Law

These Terms and the relationship between you and Topmod shall be subject to the laws of the State of Colorado without giving effect to its principles on conflict of laws and shall be applied to any arbitration under these Terms.

Binding Arbitration; Class Action Waiver

Except for matters relating to the enforcement of Topmod’s intellectual property rights, all disputes, controversies, or claims arising out of or relating in any way to the Sites, your participation in any of the features available through them and/or your purchase of any products, content or services shall be finally resolved by as provided below. YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE WITH TOPMOD BEFORE A JUDGE OR JURY. The arbitral tribunal shall have the power to rule on any challenge to its own jurisdiction or to the validity or enforceability of any portion of this agreement to arbitrate. You and Topmod agree to arbitrate solely on an individual basis and expressly waive the ability to participate in a class or representative proceeding, including any class arbitration or representative arbitration proceedings. The arbitral tribunal may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the remaining portions of the agreement to arbitrate will remain in force. To the extent that you or Topmod opts out of arbitration following the procedure set forth below, or if this arbitration agreement is found inapplicable to a dispute between us, you and Topmod expressly waive the ability to participate in any class or representative litigation.

If a dispute arises that is subject to arbitration, you must give Topmod written notice and an opportunity to resolve it. Your notice must include your name, your address, a written description of the dispute, and a specific description of the relief you are seeking. If Topmod does not resolve the dispute within forty-five (45) days after receiving your notice, you may pursue arbitration as below by sending a written demand for arbitration to Topmod at the address set forth above in “Copyright Claims.”

Any dispute or claim that is subject to arbitration but is not resolved by the pre-arbitration dispute process, shall be submitted to binding arbitration. The disputes and claims subject to arbitration will be resolved by a single arbitrator mutually agreed upon by you and Topmod. If the parties cannot agree on an arbitrator, then an arbitrator shall be selected pursuant to Rule 12 of the JAMS Streamlined Arbitration Rules and Procedures. The arbitrator shall be bound by and shall strictly enforce these Terms and any other applicable agreement between us, and may not limit, expand, or otherwise modify any such terms. The arbitrator may award any relief that a court of law could, applying the limitations of liability contained in these Terms. The arbitrator may award injunctive relief if permitted by law – but the injunctive relief awarded by the arbitrator may not extend beyond the dealings with one another. Any arbitration will be held in Denver, Colorado, unless otherwise agreed upon by you and Topmod in writing. You and Topmod will each bear its own expenses in the arbitration and will share equally the costs of the arbitration; provided, however, that the arbitrator shall award costs and fees to the prevailing party if it is determined that the other party submitted a claim with no reasonable basis or filed any claim in bad faith.

You may opt out of the agreement to arbitrate by providing written notice of your intention to do so to Topmod at the address above no later than sixty (60) days after initial acceptance of these Terms. The procedure spelled out herein is the only way to opt out of arbitration, and any attempts to opt out after the deadline set forth herein will be ineffective. Notwithstanding your decision to opt out of arbitration, you still waive the ability to participate in any class or representative litigation.

Because the Sites and these Terms concern interstate commerce, the Federal Arbitration Act governs the interpretation and enforcement of the arbitration rules (notwithstanding the application of Colorado law to any underlying claims as provided above). You agree the arbitration and other provisions of this section “Binding Arbitration; Class Action Waiver” survives any termination of these Terms.

Waiver; Severability; Survival

Any failure on the part of a party to these Terms to insist upon strict enforcement of any provision(s) of these Terms shall not be construed as a waiver of any provision or right. The Terms shall survive termination of your agreement with Topmod. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

Last updated: January 2, 2025

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