MOBILE APP END-USER LICENSE AGREEMENT

4. Optional Account Set-Up. If the App provides for setting up an account, the provisions of this Section apply. You agree to: (a) provide true, accurate, current, and complete information when registering to use the App and establishing your account (“Registration Information”) and (b) maintain and promptly update the Registration Information to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or Toptech has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, Toptech may suspend or terminate your account. You are entirely responsible for maintaining the confidentiality of any passwords and any usage and activities that occur in connection with your account. You agree not to allow others to access your account or utilize your password. Doing so will compromise the security of your account.

5. Online Services Associated with the App. The App may be used to access certain online services (e.g., the other products referenced in Section 1, above). In some cases, you will not receive a separate notice when the App connects to those services. Using the App constitutes your consent to the transmission of standard device information (including, but not limited to, technical information about your device, system, and application software) to those services. Your use of those services may be governed by additional terms and conditions. Using the online services will constitute your acceptance of and agreement to be bound by those additional terms and conditions, if any. You may not use any online services in any way that could harm those services, disrupt their operation, or impair any other user’s use of those services or the wireless network through which they are accessed. You may not use the online services to gain unauthorized access to or use of any service, data, account, or network by any means.

6. Termination. This Agreement and the license rights hereunder will automatically terminate in the event you breach any of its terms. In the event of a claim of intellectual property infringement by any third party relating to the App, Toptech may immediately terminate this Agreement. This may include remotely accessing the App to cease its operation. In such case, the App may cease to function and your data may become inaccessible. You are solely responsible for backing up any data stored in the App.

7. Accuracy of Content. Although Toptech attempts to ensure the integrity and accuracy of content and materials (“Content”) available on or through the App, it makes no representations, warranties or guarantees whatsoever as to the correctness or accuracy of the App and Content. It is possible that the App could include typographical errors, inaccuracies or other errors, and that unauthorized additions, deletions and alterations could be made to the App by third parties. In the event that an inaccuracy arises, please inform Toptech so that it can be corrected. Toptech reserves the right to unilaterally correct any inaccuracies on the App without notice. Information contained on the App may be changed or updated without notice. Additionally, Toptech shall have no responsibility or liability for information or Content posted to the App from any non-Toptech affiliated third party.

8. In-App Purchases. You may elect to purchase additional features or functionality for the App through in-app purchases. You agree to pay all fees associated with purchases made through the App. All fees are non-refundable, non-cancellable. You may also be able to purchase products and/or services using the App. If a credit or debit card, or bank account (“Charge Account”) is being used for a transaction, Toptech may obtain preapproval for an amount up to the amount of the payment. If you enroll to make recurring payments automatically, all charges and fees will be billed to the Charge Account you designate during the setup process. If you want to designate a different Charge Account or if there is a change in your Charge Account, you must change your information online. This may temporarily delay your ability to make online payments while we verify your new payment information. You represent and warrant that if you are making payments that (i) any Charge Account you supply is true, correct and complete, (ii) charges incurred by you will be honored by your Charge Account Toptech or issuer, (iii) you will pay the charges incurred by you in the amounts posted, including any applicable taxes, and (iv) you are the person in whose name the Charge Account is maintained and you are authorized to make a purchase or other transaction with the relevant Charge Account.

9. Submissions, Reviews, Feedback and other Submissions. If you submit, upload or post any comments, ideas, suggestions, information, files, videos, images or other materials to us or our App (“Submissions”), you agree not to provide any Submissions that (1) are defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior, (2) violate or infringe the privacy, copyright, trademark, trade dress, trade secrets or intellectual property rights of any person or entity, or (3) contain or transmit a virus or any other harmful component. You agree not to contact other App users through unsolicited e-mail, telephone calls, mailings or any other method of communication. You represent and warrant to Toptech that you have the legal right and authorization to provide all Submissions to Toptech for the purposes and Toptech’s use as set forth herein. Toptech shall have a royalty-free, irrevocable, transferable right and license to use the Submissions in whatever manner Toptech desires, including without limitation, to copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from and/or sell and/or distribute such Submissions and/or incorporate such Submissions into any form, medium or technology throughout the world. Toptech is and shall be under no obligation (1) to maintain any Submissions in confidence; (2) to pay to you any compensation for any Submissions; or (3) to respond to any Submissions.

Toptech does not regularly review posted Submissions, but does reserve the right (but not the obligation) to monitor and edit or remove any Submissions submitted to the App. You grant Toptech the right to use the name that you submit in connection with any Submissions. You agree not to use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any Submissions. You are and shall remain solely responsible for the content of any Submissions you make. Toptech and its affiliates take no responsibility and assume no liability for any Submissions submitted by you or any third party.

You agree to defend, indemnify and hold Toptech harmless from and against all third party claims, damages and expenses (including reasonable attorneys’ fees) against or incurred by Toptech arising out of any Submissions you post or allow to be posted to the App.

10. Claims of Copyright Infringement. We disclaim any responsibility or liability for copyrighted materials posted on our site. If you believe that your work has been copied in a manner that constitutes copyright infringement, please follow the procedures set forth below. Toptech respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act ("DMCA"), we will respond promptly to notices of alleged infringement that are reported to Toptech’s Designated Copyright Agent, identified below.

Notices of Alleged Infringement for Content Made Available on the App

If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through our App by sending us a notice ("Notice") complying with the following requirements.

"I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use)."

"I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed."
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​Provide your full legal name and your electronic or physical signature.

Deliver this Notice, with all items completed, to our Copyright Agent:

Toptech Systems Inc.
1124 Florida Central Parkway
Longwood, FL 32750

Attn Director of Hosted Applications​

11. Location-Enabled Features. Certain location-enabled functionality made available in the App is provided by Google Inc., Apple Inc., and other third party providers. Your use of that functionality may be subject to additional terms and conditions (as updated from time-to-time): http://www.google.com/intl/en-US_US/help/terms_maps.html and https://www.apple.com/legal/internet-services/maps/terms-en.html. You must exercise your own judgment as to the adequacy and appropriateness of the information. All location-based information is provided entirely “as-is,” without warranties of any kind.

12. Privacy. Toptech recognizes the importance of respecting your privacy. Our Privacy Policy (toptech.com) provides a description of how we collect, use, share and protect personal information, as well as the choices and access rights you have in regards to such personal information.
13. App Support; Functionality. All questions and requests relating to App support must be directed to Toptech. The Third Parties, as defined in Section 18. , are not responsible for providing support for the App and may not be contacted for support. We may change or remove functionality and other features of the App at any time, without notice.

14. Your Warranties. You represent and warrant that (i) you are not located in a country that is subject to a 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.

15. No Warranty. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE APP IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APP AND ANY SERVICES PERFORMED OR PROVIDED BY THE APP ARE PROVIDED "AS IS" AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND Toptech HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE APP AND ANY SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Toptech OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE APP OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

16. Modified Devices and Operating Systems. Toptech will have no liability for errors, unreliable operation, or other issues resulting from use of the App on or in connection with rooted or jail broken devices or use on any mobile device that is not in conformance with the manufacturer’s original specifications, including use of modified versions of the operating system (collectively, “Modified Devices”). Use of the App on Modified Devices will be at your sole and exclusive risk and liability.

17. No Liability of Third Parties. Your wireless carrier, the manufacturer and retailer of your mobile device, the developer of the operating system for your mobile device, the operator of any application store, marketplace, or similar service through which you obtain the App, and their respective affiliates, suppliers, and licensors (collectively, “Third Parties”) are not parties to this Agreement and they do not own and are not responsible for the App. Toptech, and not any Third Parties, is responsible for addressing any claims raised by you or any third party regarding the App or your use or possession thereof, including claims related to product liability, legal or regulatory requirements, and consumer protection or similar legislation. You are responsible for complying with all application store and other applicable Third Party terms and conditions. YOU AGREE (I) THE THIRD PARTIES DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO THE APP, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, AND FITNESS FOR A PARTICULAR PURPOSE; (II) IN NO EVENT WILL THE THIRD PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) ARISING OUT OF THIS AGREEMENT OR THE APP, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; (III) IN ANY EVENT, THE MAXIMUM LIABILITY OF ANY THIRD PARTY FOR ALL CLAIMS (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) OF EVERY KIND WILL IN NOT EXCEED FIVE HUNDRED DOLLARS ($500.00); AND (IV) YOU WAIVE ANY AND ALL CLAIMS, NOW KNOWN OR LATER DISCOVERED, THAT YOU MAY HAVE AGAINST THE THIRD PARTIES ARISING OUT OF THE APP AND THIS AGREEMENT. THE THIRD PARTIES ARE INTENDED THIRD PARTY BENEFICIARIES OF THIS AGREEMENT, CAPABLE OF DIRECTLY ENFORCING ITS TERMS. NOTHING CONTAINED IN THIS AGREEMENT WILL BE CONSTRUED AS MODIFYING OR AMENDING ANY AGREEMENTS OR OTHER TERMS BETWEEN YOU AND THE THIRD PARTIES WITH REGARD TO THEIR SUBJECT MATTER. In the event of any claim that the App or your possession and use of the App infringes a third party’s intellectual property rights, the Third Parties are not responsible for the investigation, defense, settlement, or discharge of the infringement claim.

18. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL Toptech BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APP, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF Toptech HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Toptech’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

19. External Services. The App may enable access to Toptech’s and/or third-party services and websites, including social media sites (collectively and individually, "External Services"). You agree to use the External Services at your sole risk. Toptech is not responsible for examining or evaluating the content or accuracy of any third-party External Services, and shall not be liable for any such third-party External Services. Data displayed by the App or External Service, including but not limited to financial, medical and location information, is for general informational purposes only and is not guaranteed by Toptech or its agents. You will not use the External Services in any manner that is inconsistent with the terms of this Agreement or that infringes the intellectual property rights of Toptech or any third party. You agree not to use the External Services to harass, abuse, stalk, threaten or defame any person or entity, and that Toptech is not responsible for any such use. External Services may not be available in all languages or in your Home Country, and may not be appropriate or available for use in any particular location. To the extent you choose to use such External Services, you are solely responsible for compliance with any applicable laws. Toptech reserves the right to change, suspend, remove, disable or impose access restrictions or limits on any External Services at any time without notice or liability to you.

20. Your Indemnity. You will indemnify, defend, and hold harmless Toptech and its suppliers and licensors and the Third Parties from and against all damages, liabilities, costs, fines, sanctions, and expenses arising out of your breach of this Agreement.

21. Export Restrictions. You may not use or otherwise export or re-export the App except as authorized by United States law and the laws of the jurisdiction in which the App was obtained. In particular, but without limitation, the App may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the App, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.

22. Rights and Restrictions Applicable to U.S. Government. The App and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

23. Changes to this Agreement. Toptech reserves the right at any time to modify this Agreement and to add new or additional terms or conditions on your use of the App. Such modifications and additional terms and conditions will be effective immediately and incorporated into this Agreement. Your continued use of the App will be deemed acceptance thereof.

24. Additional Terms. This Agreement constitutes the entire agreement between you and Toptech and governs your use of the App, superseding any prior agreements with respect to the same subject matter between you and Toptech. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Toptech's failure to enforce any right or provisions in this Agreement will not constitute a waiver of such or any other provision. Toptech will not be responsible for failures to fulfill any obligations due to causes beyond its control. You agree to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to your use of the App. Your use of the App may also be subject to other laws. Risk of loss for all electronically delivered transactions pass to the acquirer upon electronic transmission to the recipient.

25. Notices to You. Toptech may notify and provide notifications to you relating to the App by sending an email message to your email address or a letter via postal mail to your mailing address, or by a posting on the App. Notices shall become effective immediately. Toptech may also contact you by email or push notification to send you additional information about the App.

26. Enforcement. You hereby grant Toptech the right to take steps Toptech believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement. You agree that Toptech has the right, without liability to you, to disclose any data and/or information to law enforcement authorities, government officials, and/or a third party, as Toptech believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to Toptech's right to cooperate with any legal process relating to your use of the App and/or Content, and/or a third-party claim that your use of the App and/or Content is unlawful and/or infringes such third party's rights).

27. Disputes - Governing Law and Venue. Except to the extent expressly provided in the following paragraph, this Agreement and the relationship between you and Toptech shall be governed by the laws of the State of Delaware, excluding its conflicts of law provisions. In the event of a dispute between us, you and Toptech agreed to resolve the dispute pursuant to mandatory binding arbitration as set forth more fully below in Section 29. You and Toptech agree to submit to the personal and exclusive jurisdiction for a mandatory arbitration proceeding to resolve any dispute or claim arising from this Agreement. If (a) you are not a U.S. citizen; (b) you do not reside in the U.S.; (c) you are not accessing the App from the U.S.; and (d) you are a citizen of if you are a citizen of and reside in any European Union country or Switzerland, Norway or Iceland, the governing law and forum shall be the laws and arbitration forum of your usual place of residence. For all other users, the governing law and arbitration forum shall be governed in accordance with applicable law.

28. Disputes - Mandatory Binding Arbitration. Any dispute or claim relating in any way to your use of the App, or to any products or services sold or distributed by Toptech through the App will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The U.S. Federal Arbitration Act and federal arbitration law apply to this Agreement for arbitration in the U.S.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would.

The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, we will not seek attorneys' fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location.

We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

If you reside in a country that is a signatory to the New York Convention on the Recognition and Enforcement of Arbitral Awards, any arbitration award shall be enforceable under the convention in all such relevant foreign jurisdictions and you shall not dispute such enforcement.

29. Contact Information. Toptech’s contact information is as follows:

​Toptech Systems Inc.

1124 Florida Central Parkway

Longwood, FL 32750

+1-407-332-1774

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