Acceptance of the Agreement.
BEFORE USING OR ACCESSING THE TOPTRACKER TIME TRACKER SOFTWARE ACCESSIBLE AT https://tracker.toptal.com/ (THE “SITE”) AND RELATED SERVICES (COLLECTIVELY, THE “SERVICE”) PROVIDED BY TOPTRACKER LLC (“TOPTRACKER”), YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS (THIS “AGREEMENT”). USING OR ACCESSING THE SERVICE INDICATES YOUR ACCEPTANCE OF THIS AGREEMENT AND ESTABLISHES A BINDING AND EXECUTED WRITTEN AGREEMENT BETWEEN YOU AND TOPTRACKER. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICE OR SITE.
Updates to the Agreement.
Toptracker reserves the right, at its sole discretion, to change or modify portions of this Agreement at any time. TopTracker will post the changes to this Agreement and will indicate at the top of this page the date the terms of this Agreement were last revised. It is your responsibility to check this Agreement periodically for changes. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new or revised Agreement.
Privacy Policy.
Your use of the Service and right to use the Service is subject to TopTracker’s Privacy Policy that may be made available to you from time to time and is accessible at https://www.toptal.com/privacy (the “Privacy Policy”). The Privacy Policy will be deemed incorporated by reference in this Agreement, and for purposes of the Privacy Policy, the Service shall be deemed part of the “Service” and “Site” as defined therein. In the event of any inconsistency between this Agreement and the Privacy Policy, this Agreement will control.
Use; License Grant.
The Service is licensed to you for your internal business or professional purposes consistent with the terms of this Agreement. Upon registering for the Service, TopTracker may make the Service accessible to you via downloadable software files or via a web application. TopTracker grants you a limited, non-exclusive, and non-transferable license to access and use the Service solely for your own use consistent with the terms of this Agreement. You may not use the Service for any prohibited, illegal or unauthorized purpose, including, without limitation, to do any of the following:
- Modify, adapt, hack, or otherwise attempt to change the Service or the Service’s features;
- Reverse engineer, decompile, or disassemble any part of the Service; and/or
- Reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service without our express written permission.
TopTracker reserves the right to terminate your use of or access to the Service at any time and for any reason.
Referrals; HireGlobal.
TopTracker may provide you with promotions or referrals to affiliated party or third party service providers. TopTracker is not responsible for any affiliated party or third party service or provider. Should you choose to sign up for any such service, the terms and conditions of use applicable to each such service will apply, and TopTracker will have no obligations under any such terms.
Payment services may be facilitated through HireGlobal LLC or HireGlobal Virtual Engagement LLC (with their parent company, collectively referred to herein as “HireGlobal”). A TopTracker user who would like to initiate or receive payments based on the Site will be required to sign up with HireGlobal. In all cases, the applicable HireGlobal terms and conditions agreed to by you will govern those services.
TopTracker reserves the right to change or modify the features of the Service at any time and for any reason. TopTracker may cancel or suspend a user’s access to, or any subscription for, the Site and/or Service at any time and for any reason in its reasonable discretion.
Proprietary Rights.
You agree that you will not:
- Disclose the Service or any software provided in connection with the Service (“Software”) or the ideas, techniques and concepts contained therein or any other information relating to the Service or the products, services, technology or business of TopTracker (collectively, “Confidential Information”), to any third party without the prior written consent of TopTracker;
- Use any “page-scraper,” “deep-link,” “spider,” or “robot” or other automatic program, device, algorithm or methodology, or any similar manual process, to access, copy, acquire, or monitor any portion of the Service or Site, or in any way reproduce or circumvent the presentation or navigational structure of the Site or Service, to obtain or attempt to obtain any information through any means not made generally available by TopTracker. TopTracker reserves the right to take any lawful measures to prevent any such activity;
- Use any Confidential Information other than as necessary to use the Service or any Software consistent with the terms of this Agreement;
- Copy the Service or Software or any portion thereof, or
- Use the Service or Software for any purpose except as expressly authorized in this Agreement. The Software, including any documentation, is subject to the protection of the copyright laws of the U.S. and foreign jurisdictions, which prohibit unauthorized copying and distribution of copyrighted works.
The Software and documentation incorporate TopTracker’s proprietary and confidential algorithms and techniques that are subject to legal protection as trade secrets. TopTracker reserves all rights, title and interest in and to the Service, any and all Software or updates thereto, and source code for the Service.
You are solely responsible for all data, information, and other content, including any email or password, that you upload, post, or otherwise provide or store (hereafter “post(ing)”) in connection with or relating to the Site and Service, including without limitation, for maintaining the confidentiality thereof and for any authorized or unauthorized use of the same. You also agree to provide TopTracker truthful, accurate, and complete information in all interactions with the Site and Service.
You understand that the operation of the Site and Service may be unencrypted and involve transmission to TopTracker’s affiliated parties, third party vendors and hosting partners to operate and maintain the Site and Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection, and backup of your information. TOPTRACKER WILL HAVE NO LIABILITY TO YOU FOR ANY UNAUTHORIZED ACCESS OR USE OF ANY OF YOUR INFORMATION OR ANY CORRUPTION, DELETION, DESTRUCTION, OR LOSS OF ANY OF YOUR INFORMATION.
Disclaimers; Limitations of Liability.
THE SERVICE IS PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND. TOPTRACKER DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS RELATING TO THE SERVICE, SITE, AND SOFTWARE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATION, WARRANTY, OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. IN NO EVENT WILL TOPTRACKER BE LIABLE FOR (A) LOSS OF PROFITS, REVENUE, OR LOSS OR INACCURACY OF DATA, OR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, OR (B) ANY AMOUNTS IN EXCESS OF TEN DOLLARS ($10), EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some states and other jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, TOPTRACKER’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Dispute Resolution; Jury Waiver; Liability.
This Agreement shall be governed and will be construed and enforced in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law or choice of law which would result in the application of the laws of a different jurisdiction. In any action between or among any of the parties (which term, as used herein, shall be deemed to include any of their affiliates, managers, members, directors, officers, successors or assigns) whether arising out of this Agreement or otherwise, each of the parties irrevocably and unconditionally (a) consents and submits to the exclusive jurisdiction and venue of the state and federal courts located in New York, New York, and (b) WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY in any legal proceeding arising out of or related to this Agreement or any transaction completed hereby.
Any disagreement, dispute, claim, or controversy between or among any TopTracker user and/or such user’s partners, suppliers, clients, workers, or the like which may arise from the manner in which the services of such user, partner, supplier, client, worker, or the like, have been provided and/or the manner in which they are rendered, including, without limitation, any fee disputes, or claims relating to the making, transmission, or receipt or alleged non-receipt of any monies shall be settled externally with no liability from TopTracker or its affiliates. TopTracker is not an intermediary or agent of any user of the TopTracker software, Service or application and shall not be held responsible or accountable for any commercial or business or similar disputes among any of such parties or unrelated to the functionality of TopTracker software or related to any flaws arising from third-party integration. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, TOPTRACKER AND ITS AFFILIATES SHALL BEAR NO LIABILITY FOR ANY DISAGREEMENT, DISPUTE, CLAIM, OR CONTROVERSY ON ANY GROUND THAT MAY ARISE BY AND BETWEEN TOPTRACKER USERS. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS TOPTRACKER, ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, CONTRACTORS, AGENTS, SUCCESSORS OR ASSIGNS FROM AND AGAINST ANY AND ALL LIABILITIES, DAMAGES, EXPENSES AND/OR OTHER AMOUNTS RELATING TO OR ARISING FROM ANY SUCH DISAGREEMENT, DISPUTE, CLAIM OR CONTROVERSY BETWEEN OR AMONG ANY TOPTRACKER USER AND/OR SUCH USER’S PARTNERS, SUPPLIERS, CLIENTS, WORKERS, OR THE LIKE.
Miscellaneous.
TopTracker may, in its sole discretion and without prior notice, terminate your access to the Site and Service and/or block your future access to the Site and Service if we determine that you have violated this Agreement or any other agreements or guidelines which are associated with your use of the Site or Service. You also agree that any violation by you of this Agreement will cause irreparable harm to TopTracker, for which monetary damages would be inadequate, and you consent to TopTracker obtaining any injunctive or equitable relief that TopTracker deems necessary or appropriate in such circumstances, without limiting TopTracker’s other available remedies. Further, TopTracker may, in its sole discretion and without prior notice, terminate your access to the Site and Services, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) discontinuance or material modification of the Site, Service, or any other service offered on or through the Site, or (3) unexpected technical issues or problems.
You may submit ideas, suggestions, or comments (“Feedback”) regarding the Site and Service or TopTracker business, products, or services, including any services TopTracker refers to you. By submitting any Feedback, you acknowledge and agree that (a) your Feedback is provided by you voluntarily and TopTracker may, without any obligations or limitation, use and exploit such Feedback in any manner and for any purpose, (b) you will not seek and are not entitled to any money or other form of compensation, consideration, or attribution with respect to your Feedback regardless of whether Toptal considered or used your Feedback in any manner, and (c) your Feedback is not the confidential or proprietary information of you or any third party.
This Agreement (including the Privacy Policy, as incorporated by reference herein) is the entire agreement between you and TopTracker relating to your use of the Service and supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to its subject matter. The failure of TopTracker to exercise or enforce any right or provision of this Agreement will not be a waiver of that right. Any notices to TopTracker in connection with this Agreement will be made by email transmitted to support@toptracker-mail.com if you also send a copy of such notice via nationally recognized carrier to TopTracker LLC, 2810 N. Church St. #36879, Wilmington, DE 19802-44474, Attn: Contract Administration. In the event that any provision of the Agreement will be determined to be illegal or unenforceable, that provision will be first revised to give the maximum permissible effect to its original intent or, if such revision is not permitted, that specific provision will be eliminated so that this Agreement will otherwise remain in full force and effect and enforceable.