TopProz Terms of Use

Last updated October 10, 2023

TopProz, Inc., doing business as TopProz ("TopProz"), provides Users with the means to research, engage, rate, and review a diverse range of service professionals through our various products and services. The Terms of Use presented below delineate your responsibilities when utilizing the TopProz websites, mobile applications, and associated offerings.

1.    ACCEPTANCE OF TERMS

The TopProz website, which can be found at www.TopProz.com, the TopProz mobile application, all associated websites and mobile applications, and the wide array of content, functionalities, and services provided through these platforms (collectively referred to as the "Sites and Services"), are the sole property of TopProz and are exclusively accessible and usable by you under the specific Terms of Use detailed below ("Terms of Use").

We kindly request that you carefully review and consider these Terms of Use. By gaining access to, downloading, copying, or engaging with the Application in any way, you acknowledge your awareness of this Agreement. Moreover, you confirm that you have read it, comprehended its contents, and consent to be legally bound by the stipulations, terms, and conditions it contains.

2.    MODIFICATIONS OF TERMS OF USE

TopProz reserves the exclusive right, at its sole discretion, to revise these Terms of Use at any time. These revisions will become effective as soon as they are posted in their modified form on the Sites and Services, with or without additional notice to you. It is your responsibility to regularly review the information posted on the Sites and Services to ensure you receive timely notice of any such changes.

Should you disagree with the amended terms, we kindly request that you cease using the Sites and Services immediately. Additionally, please inform TopProz so that we can remove you from any distribution lists or other communication lists accessible to you through your use of the Sites and Services. Your ongoing use of the Sites and Services following such posting (or other forms of notification) shall signify your acceptance and willingness to be legally bound by the altered Terms of Use.

3.    USE OF THE SITE AND SERVICES

Provided that you fully adhere to these Terms of Use, TopProz extends a nonexclusive, nontransferable, and terminable license to authorized users. This license permits you to access and utilize the Sites and Services for personal purposes. You explicitly agree not to engage in actions such as accessing, reproducing, duplicating, selling, re-selling, modifying, distributing, transmitting, or otherwise exploiting the Sites or Services or any of their content for any purpose other than your own non-commercial personal use, as explicitly described in these Terms of Use, unless you have obtained the express written consent of TopProz.

4.    USER CONDUCT

By using the Sites and Services and by submitting or accessing any ratings, reviews, communications, information, data, text, photographs, audio clips, audiovisual works, or other materials on the Sites and Services (collectively referred to as "Content"), you must not employ the Sites and Services for any unlawful or prohibited purpose as outlined in these Terms of Use or for any other purpose not reasonably intended by TopProz. For instance, but not limited to, you agree not to:

a.    Violate these Terms of Use, other relevant agreements with TopProz, or any applicable local, state, national, or international laws, including rules and regulations with the force of law.

b.    Utilize the Sites and Services in a manner that breaches any applicable law, infringes upon, misappropriates, or violates the rights of any third party. This includes transmitting any Content that may infringe upon, misappropriate, or violate a third party's rights of publicity, contractual rights, fiduciary rights, or intellectual property rights.

c.    Reproduce, duplicate, copy, modify, sell, re-sell, or exploit any Content from the Sites and Services for commercial, educational, or any other non-personal purposes, or for purposes unrelated to your personal purchasing decisions, without obtaining the express written consent of TopProz. Such consent may be withheld by TopProz at its sole discretion.

d.    Post irrelevant Content, repeatedly post the same or similar Content, or engage in activities that unreasonably or disproportionately burden our infrastructure, or attempt to interfere with the proper functioning of the Sites and Services.

e.    Knowingly provide or submit false or misleading information.

f.     Access the Sites and Services if you are under the age of eighteen (18).

g.    Undermine the integrity of the review and rating process on the Sites and Services.

h.    Harass any individual based on any protected characteristic. Harassment includes verbal, written, or physical conduct that denigrates or displays hostility or aversion toward an individual due to their race, color, religion, sex, sexual orientation, gender identity or expression, national origin, age, disability, marital status, citizenship, genetic information, or any other characteristic protected by law, or the same characteristics of their relatives, friends, or associates. Harassing conduct encompasses epithets, slurs, or negative stereotypes; threatening, intimidating, or hostile actions; denigrating jokes; and distributing written or graphic material that denigrates or displays hostility or aversion toward an individual or group on the Sites and Services or by other means.

5.    TOPPROZ’S SERVICES

When utilizing, accessing, or acquiring specific services or features provided by the Sites and Services, you are bound by any agreements, guidelines, or rules pertaining to those services or features that may be posted periodically. These agreements, guidelines, or rules are hereby included by reference into the Terms of Use.

6.    REGISTRATION INFORMATION

We will require that you create an account to use or access certain parts of the Sites and Services. We will require that you provide login credentials such as a username and password to access your account. You agree to (a) provide TopProz with accurate and complete information during the registration process and (b) update and maintain the accuracy and completeness of such information. You are fully responsible for maintaining the confidentiality of any password or other account information not generally available to others and are fully responsible for all activities that occur under your username and password. While there may be limited, legitimate reasons for creating multiple accounts, creating serial or overlapping accounts may result in account termination. Contact us if you have questions about managing multiple accounts.

7.    SUBMITTING CONTENT

As a condition of submitting any Content or other materials to the Sites or Services, you hereby agree to the following:

1.    You grant TopProz a royalty-free, perpetual, irrevocable, worldwide, non-exclusive, transferable, and sublicensable license to use, reproduce, copy, adapt, modify, merge, distribute, publicly display, and create derivative works from your Content, incorporating such Content into other works.

2.    You grant TopProz all rights necessary to either publish or withhold the publication of your name and address in connection with your Content. You also acknowledge that this license cannot be terminated by you once your Content is submitted to the Sites and Services.

3.    You grant TopProz all rights necessary to prevent the subsequent aggregation, display, copying, duplication, reproduction, distribution, or exploitation of your Content by any other party.

4.    Your name and report information may be made available to the public and the Service Providers on which you report.

5.    You represent that you own or have obtained all legal rights necessary for the use of the Content you submit by you, TopProz, and others, as described and contemplated in these Terms of Use.

6.    You represent and warrant that each individual identified, depicted, or shown in your Content, if any, (and if a minor, their parent or guardian) has provided consent to the use of the Content in accordance with these Terms of Use.

7.    You bear sole responsibility for your reviews and ratings.

8.    TopProz may, at its sole discretion, choose to remove or not remove reviews and ratings once published.

9.    You will not submit any reviews that could be considered infringing, harassing, libelous, abusive, threatening, obscene, profane, hateful, offensive, harmful, vulgar, distasteful, defamatory, or otherwise violate any relevant law or the rights of any other party, or be racially, ethnically, or otherwise objectionable.

10. All your reviews and ratings will be based on your actual first-hand experiences with the Service Providers you are reviewing.

11. All your reviews and ratings of the Service Providers will be accurate, honest, truthful, and complete in all respects.

12. You do not work for, own any interest in, or serve on the board of directors of any of the Service Providers for which you submit reviews and ratings. You are not related in any way (by blood, adoption, or marriage, if the Service Provider is an individual) to any of the Service Providers for which you submit reviews or ratings.

13. You have not received any form of compensation for posting reviews and ratings.

14. You will submit thorough and thoughtful reviews of the Service Providers you review. For example, submitting a review that simply states "He/She is great" without additional commentary is not considered a thorough and thoughtful review.

15. You will not submit reviews that comment on other users or the reviews of other users.

16. You will not submit reviews with hyperlinks.

17. The reviews and ratings you provide do not reflect the views of TopProz, its officers, managers, owners, employees, agents, designees, or other users.

8.    PUBLICATION AND DISTRIBUTION OF CONTENT

TopProz does not and shall not guarantee the accuracy, integrity, quality, or appropriateness of any Content transmitted to or through the Sites and Services. You acknowledge that TopProz acts as a passive conduit and an interactive computer service provider for the publication and distribution of Content, as well as for the publication and distribution of any content posted by Service Providers in response to Content (referred to as "Service Provider Content"). You understand that all Content and Service Provider Content posted on, transmitted through, or linked through the Sites and Services are the sole responsibility of the person from whom such Content originated. You also understand that TopProz does not control and is not responsible for Content or Service Provider Content made available through the Sites and Services. By using the Sites and Services, you may be exposed to Content that is inaccurate, misleading, or offensive. You agree that it is your responsibility to evaluate and make your own judgment and that you bear all risks associated with the use of any Content and Service Provider Content.

Furthermore, you acknowledge that TopProz has no obligation to screen, preview, monitor, or approve any Content or Service Provider Content, or Content posted or submitted by any other TopProz member or any Service Provider. However, TopProz reserves the right to review and delete any Content that, in its sole discretion, violates the terms and conditions of this Agreement. By using the Sites and Services, you agree that it is solely your responsibility to evaluate the risks associated with the use, accuracy, usefulness, completeness, or appropriateness of any Content that you submit, receive, access, transmit, or otherwise convey through the Service. TopProz will not be liable in any way for any Content or Service Provider Content, including any errors, omissions, defamatory statements, or confidential or private information contained therein. You waive the right to bring or assert any claim against TopProz relating to Content or Service Provider Content and agree to defend, indemnify, and release TopProz from any and all liability related to any Content or Service Provider Content.

While you have the option to report Content that you believe violates these Terms of Use or is otherwise unlawful, please note that making unlawful misrepresentations may result in liability for damages, including costs and attorneys' fees. If you are uncertain whether an activity is unlawful, it is advisable to seek legal advice.

You also agree that TopProz may establish general practices, policies, and limits regarding the use of the Sites and Services, including but not limited to the retention period for reviews and ratings, the maximum number of reviews and ratings that may be sent from an account, the length of reviews and ratings, and the maximum number of times and duration for which you may access the Sites and Services in a given period. TopProz has no responsibility or liability for the deletion or failure to store any Content or other materials maintained or transmitted by or through the Sites and Services. TopProz reserves the right to change these general practices and limits at any time, at its sole discretion, with or without notice.

9.    SERVICE PROVIDERS

TopProz is not responsible or liable for any Content, data, advertising, products, goods, or services that are available or unavailable from, or through, any third party or Service Provider. You acknowledge that if you use or rely on such Content, data, advertisements, products, goods, or services, whether available or unavailable from, or through, any third party or Service Provider, TopProz bears no responsibility or liability, either indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with such use or reliance. Your interactions with Service Providers, including any dealings or participation in their promotions, and any other terms, conditions, representations, or warranties associated with such interactions, are solely between you and the Service Provider and do not involve TopProz. You are responsible for conducting your own due diligence before hiring or engaging Service Providers.

Third parties and Service Providers may provide links or otherwise direct Internet users to our Sites and Services for the purpose of utilizing one or more of the services we provide on behalf of others. Additionally, we may provide links or otherwise direct you to third-party or Service Provider websites. TopProz does not control or operate any such third-party or Service Provider websites. Any information you provide to these third-party or Service Provider websites while on these platforms is subject to the respective policies of those third parties or Service Providers and not TopProz's policies. It is your responsibility to review the policies of such third parties or Service Providers, including any relevant privacy policies. You agree that TopProz will not be responsible or liable for, and does not endorse any content, advertising, goods, or services provided on or through these external websites or for your use or inability to use such websites. TopProz does not make any representations or warranties regarding the security of any information, including credit card and other personal information, that you might be requested to provide to any third-party or Service Provider sites. Your use of these third-party or Service Provider websites is done at your own risk.

You also agree that TopProz is not responsible for the accessibility or unavailability of any Service Provider, nor for your interactions and dealings with them. You waive the right to bring or assert any claim against TopProz relating to any interactions or dealings with any Service Provider and release TopProz from any and all liability related to any interactions or dealings with Service Providers.

Furthermore, your correspondence or business dealings with, consumption of products or services from, or participation in promotions of third parties or Service Providers found on or through the use of the Sites and Services, including payment for and delivery or fulfillment of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party. You agree that TopProz shall not be responsible or liable, either directly or indirectly, for any loss or damage of any kind incurred as a result of any such dealings or as a result of the presence of such third parties or Service Providers on the TopProz Sites and Services.

10. TERMINATION

TopProz may terminate your privilege to use or access the Sites and Services immediately and without notice for any reason whatsoever. Upon such termination, you must immediately cease accessing or using the Sites and Services and agree not to access or make use of, or attempt to use, the Sites and Services. Furthermore, you acknowledge that TopProz reserves the right to take action -- technical, legal or otherwise -- to block, nullify or deny your ability to access the Sites and Services. You understand that TopProz may exercise this right in its sole discretion, and this right shall be in addition to and not in substitution for any other rights and remedies available to TopProz.

All provisions of these Terms of Use which by their nature should survive termination shall survive the termination of your access to the Sites and Services, including, without limitation, provision regarding ownership, warranty disclaimers, indemnity, and limitations of liability.

11. NOTICE FOR CALIFORNIA USERS

Under California Civil Code Section 1789.3, California web users are entitled to the following specific notice of their rights:

The Services are provided by TopProz, Inc., doing business as TopProz, with a mailing address at PO Box 927, Somis, CA 90366. If you have any questions, concerns, or complaints regarding the Services, please contact TopProz by either visiting Member Support on our website or sending a letter via first-class certified mail to:

TopProz, Inc.

d/b/a TopProz

PO Box 927

Somis, CA 90366

California residents may also reach out to the Complaint Assistance Unit of the Division of User Services of the California Department of User Affairs. They can be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (916) 445-1254 or (800) 952-5210. Hearing-impaired individuals can use TDD at (800) 326-2297 or TDD (916) 322-1700.

12. TRADEMARKS AND COPYRIGHTS

TopProz, as well as the graphics, logos, designs, page headers, button icons, scripts, and service names used on the Sites and Services, are trademarks or trade dress of TopProz in the United States and possibly other countries. These trademarks and trade dress are protected and may not be used, whether as part of trademarks, domain names, keyword advertisements, email addresses, or in connection with any product or service, in a manner that is likely to cause confusion.

It's important to understand that all Content and materials made available on the Sites and Services are generally protected by copyright law. With the exception of user-submitted Content, all other materials and information on the Sites and Services, including but not limited to text, graphics, logos, icons, images, audio and video clips, downloads, data compilations, and software, are the exclusive property of TopProz and/or its licensors. These materials are safeguarded by both United States and international copyright laws.

13. NOTICES

For all notices and other communications as required or contemplated by this Agreement, please use the following contact information:

To contact TopProz:

Email: [email protected]

Notices and communications sent to TopProz will be considered received when they are actually received at the provided email address.

If you are a copyright or trademark owner, or if you are authorized to act on behalf of a copyright or trademark owner, and you believe that your work's copyright or trademark has been infringed, please report the infringement by providing our Designated Agent with a written notification that includes the following information:

1.    A physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

2.    Identification of the copyrighted work or trademark that is claimed to have been infringed, or, if there are multiple copyrighted works or trademarks at a single online site, a representative list of such works at that site.

3.    Identification of the material that is claimed to be infringing or to be the subject of infringing activity, and information reasonably sufficient to allow us to locate the material.

4.    Information reasonably sufficient to allow us to contact you, such as your address, telephone number, and, if available, your email address.

5.    A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright or trademark owner, its agent, or the law.

6.    A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

TopProz will investigate notices of copyright and trademark infringement and will take appropriate actions as required by the Digital Millennium Copyright Act. Please note that inquiries that do not follow this procedure may not receive a response.

14. DELAYS AND ACCESSIBILITY

The Sites and Services may be subject to limitations, delays, failure, and other issues inherent in the use of the Internet and electronic communications. TopProz is not responsible for any delays, failures or other damage resulting from such issues.

15. WARRANTIES AND DISCLAIMERS

TopProz provides no warranties, express or implied, regarding the services and licenses offered herein. All warranties, including but not limited to warranties of merchantability and fitness for a particular purpose, are explicitly disclaimed. In no event shall TopProz be held liable for any consequential, indirect, punitive, incidental, or special damages, whether foreseeable or unforeseeable, whether or not we or anyone else has been advised of the possibility of such damages. These damages may be based on lost goodwill, lost profits, loss of use of money, loss of data or interruption in its use or availability, stoppage of work, impairment of assets, or any other reason arising from a breach of any express or implied warranty, breach of contract, negligence, misrepresentation, strict liability, or any other cause. This applies regardless of whether the claim is based on any provision of this Agreement, any order form, or any other agreement between the parties related to the services or any transaction conducted under or in connection with this Agreement or any order form.

16. INDEMNITY

You agree to indemnify and hold harmless TopProz, its affiliates, and their respective officers, directors, shareholders, members, employees, and agents (each referred to as a "Covered Party") from any and all liabilities, losses, damages, judgments, costs, and expenses, including reasonable attorneys' fees and investigation or action costs, incurred by or imposed upon a Covered Party in connection with a claim, lawsuit, or other legal proceeding brought by a third party arising from or related to (i) your actions and performance under this Agreement.

17. LIMITATIONS OF LIABILITY

IN NO EVENT SHALL TOPPROZ NOR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, SUCCESSORS, ASSIGNS, OR SERVICE PROVIDERS, BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT TOPPROZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

IN NO EVENT SHALL TOPPROZ’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO TopProz PURSUANT TO THIS AGREEMENT/PURSUANT TO THE APPLICABLE QUOTE IN A 6 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

18. ENTIRE AGREEMENT

This Agreement, including any related Quotes, exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement between the Parties concerning the subject matter contained herein, and it supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding such subject matter. The Parties acknowledge and agree that in the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any Quote, the terms and conditions of this Agreement shall prevail and take precedence.

19. MUTUAL ARBITRATION AGREEMENT

1.    Initial Negotiation: In an effort to minimize potential dispute-related costs and disagreements, if any controversy or dispute arises between TopProz and Company under this agreement or any related agreement, TopProz may, as a first step, engage in informal discussions with Company before pursuing arbitration or litigation. Company will be formally notified of such a dispute through written communication sent to the physical address provided to TopProz.

2.    Arbitration: If the informal initial negotiation process mentioned above proves unsuccessful, TopProz will seek resolution through formal and binding arbitration. This Arbitration Agreement will be governed by the Federal Arbitration Act and constitutes a transaction involving commerce. The arbitration proceedings will be initiated and conducted before a single arbitrator in accordance with the Commercial Arbitration Rules (the "AAA Rules") of the American Arbitration Association ("AAA"). If applicable, the AAA's Supplementary Procedures for User-Related Disputes ("AAA User Rules") will also apply and can be found on the AAA website (www.adr.org). Arbitration fees and arbitrator compensation will be determined in accordance with the AAA Rules (and, if applicable, constrained by the AAA User Rules). Each party will bear the fees of their respective attorneys, subject to any remedies they may be entitled to under applicable law. The arbitrator will issue a written decision. Furthermore, the arbitrator, not any federal, state, or local court or agency, will possess exclusive authority to resolve disputes regarding the interpretation, enforceability, applicability, or formation of this Arbitration Agreement. However, this provision does not apply to the "Class Action Waiver" described in Subsection (4) below.

3.    Waiver of Class Action Rights: To the extent permitted by applicable law, both TopProz and Company waive the right to engage in court or arbitration proceedings for any Dispute as a class action, either as a class member or as a representative, or to act as a private attorney general.

4.    Mutually Agreed Upon Rules for Arbitration Proceedings: If either Party initiates arbitration under this Agreement, they agree to be bound by the following rules. The arbitration must be initiated within the same time limitations as provided by the relevant statute of limitations in state or federal law. The selected arbitrator will follow the same guidelines that would have been applied if the dispute had arisen in a state or federal court, considering both timeliness and remedies.

5.    Severability: Both parties acknowledge that if any part of this mutually binding arbitration agreement is deemed unenforceable, the enforceable portion will be severed and applied as intended.

20. GOVERNING LAW

This Agreement and all related documents and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute] are governed by, and construed in accordance with, the laws of the State of California, United States of America including its statutes of limitations and State of California choice of law statute(s), without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of California.