7870 Via Bel Fiore #4
San Diego, CA 92129
If you select a shipping destination outside the United States of America, please see the China Terms and Conditions (if shipping to China) and the Terms and Conditions of Topila (UK), (if shipping elsewhere), which shall apply to your purchase and use of the Applications.
These Terms were last revised on 27 November 2016.
B. USE OF PLATFORMS
The Terms apply to your use of and access to the Platforms including all orders submitted by you for any products or services made available by us for purchase over the Platforms. By accessing any of the Platforms you acknowledge that you have read, understand, and agree to be unconditionally bound by these Terms and we therefore advise you to read these Terms carefully and to save or print a copy of these Terms for future reference. If you do not agree to these Terms, you must cease using and accessing all of the Platforms immediately. The Terms may be changed and updated from time to time and any changes will be effective from the publication of the amended Terms on the Platforms. Please note that all options available on www.topila.club may not be available on any mobile applications owned by and/or operated by us or where www.topila.club is accessed using a mobile device.
Please note that these Terms do not affect your statutory rights as a consumer.
You agree that the information you provide when you register on any Platform is not misleading, true and accurate in all respects and you will notify our customer service team of any changes to that information.
We may change, withdraw, or suspend access to any Platform (in whole or part and permanently or temporarily) with or without notice and with no liability to you.
The Platforms may include links to other websites or resources (“Linked Websites”). Topila has no control over the content of Linked Websites and you agree that, should you access a Linked Website using a link from the Platforms, Topila is not responsible for the availability of the Linked Websites, and is not liable in any way for the content of Linked Websites, including (without limitation) any goods or services available from such Linked Websites, other advertising or content on such Linked Websites or the use that such Linked Websites make of your personal information. Furthermore Topila will not be responsible for any offence, damage or loss caused by or connected to the use or reliance on such Linked Websites or the content thereon.
Topila may deny you access to the Platforms for publication at any time in its sole discretion. Examples of when we may so deny you access include but is not limited to where we believe that your use of the Platforms is in violation of any of these Terms, any law or the rights of any third party or was not respectful to others.
Any material that you upload to the Platforms will be considered non-confidential and non-proprietary and we have the right to use, copy, distribute, reproduce, exploit, modify, alter and/or and disclose to third parties any such material for any purpose. We also have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to the Platforms constitutes a violation of their intellectual property rights or of their right to privacy.
Topila will not be responsible, or liable to you or any third party, for the content or accuracy of any materials posted by you or any other user of the Platforms and you hereby agree to be responsible to Topila for and indemnify, defend and hold harmless Topila and keep Topila indemnified against all costs, damages, expenses, losses and liabilities (including reasonable attorney’s fees) incurred and/or suffered by Topila as a result of any claim in respect of your use of the Platforms or any activity related to your account by you or any person other than Topila.
Topila, acting in its sole discretion, has the right to remove any material or posting you make on the Platforms.
The Platforms and their services are not directed toward children under the age of 13. If you are under the age of 13, you are not permitted to use the Platforms or their services.
We may offer you the ability through the Platforms to check the availability of certain products in specified Topila stores. This functionality will not be available for all Topila stores and is not available on all Platforms. The level of stock availability shown will be updated regularly but it does not guarantee that the product checked will be available when you visit the specified store. Unfortunately products cannot be reserved in store using this functionality.
Arbitration Agreement & Waiver of Certain Rights
THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR TOPILA WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.
You and Topila agree that we will resolve any disputes between us through binding and final arbitration instead of through court proceedings. You and Topila hereby waive any right to a jury trial of any Claim. All controversies, claims, counterclaims, or other disputes arising between you and Topila relating to these Terms or the Platforms (each a “Claim”) shall be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association (“AAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. You and Topila agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.
If the costs of the arbitration exceed $150 or you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Topila will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.
This arbitration agreement does not preclude you or Topila from seeking action by federal, state, or local government agencies. You and Topila also have the right to bring qualifying claims in small claims court. In addition, you and Topila retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these Terms, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms.
Neither you nor Topila may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only your and/orTopila’s individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.
If any provision of this Section is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section shall continue in full force and effect. No waiver of any provision of this Section of the Terms will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of these Terms. This Section of the Terms will survive the termination of your relationship with Topila.
Third party providers and application stores
Certain third party providers, with whose devices and/or operating systems those Platforms that are mobile applications have been designed to be compatible, oblige us to include certain additional provisions in these Terms. These are set out at the end of these Terms in section F ‘Additional third party terms’. These provisions are required by the relevant third party providers, not by Topila.
Third party application stores are operated by the relevant third party providers and/or their affiliates. You must comply with all applicable terms of service, rules and policies applying to any third party application store from which you download those Platforms that are the mobile applications. We are not responsible for these stores or (with the exception of the Platforms) for anything provided by them and do not guarantee that they will be continuously available.
C. PURCHASE OF PRODUCTS
If you are placing a pre-order for Products from Topila’s runway collection, the following Sections C(1) to C(8) below may be superseded by or may apply in addition to specific terms applicable to such Products as set out in Section D below.
- ACCEPTANCE OF ORDERS
All information on the Platforms in relation to Products is an invitation to treat only and is not an offer or unilateral contract. You agree that your order is an offer to purchase the products listed in your order (the “Products”) from us on the Terms. All orders submitted by you are subject to acceptance by us. We may choose not to accept your order in our discretion for any reason without liability to you. Examples of when we may not accept your order are as follows:
(a) If products are shown on the Platforms but are not available or are incorrectly priced or otherwise incorrectly described;
(b) If we are unable to obtain authorisation of your payment;
(c) If you order multiple quantities of an individual Product where such Products are to be shipped to any one customer or delivery address;
(d) If shipping restrictions may apply to a Product.
(e) If the delivery address you give is the address of an entity or individual providing freight forwarding services.
After submitting an order to us, we will send you an order acknowledgement email with your order number and details of the Products you have ordered. Please note that this email is an acknowledgement that we have received your order and is not an acceptance of your order. Acceptance of your order and the formation of a contract of sale between us and you will not take place unless and until (i) we have sent you an email confirming that the Products have been dispatched (“Dispatch Confirmation”); or (ii) in the event (where such service is available) you have elected to collect the Products from a specified Topila store, we have sent you an email that the goods have been dispatched to the specified Topila store. Please note that the option to collect in store is only available in certain specified countries and from specified Topila stores and is not available on any Platforms accessed using a mobile device. Further information is available at Shipping Destinations, Costs and Delivery Times / Collect In Store.
Orders can also be placed by telephone in English, French, Spanish, German, Mandarin, Cantonese, Japanese, Korean, Italian, Russian, or Brazilian Portuguese with our Customer Service team Contact Us. Where you provide us with an email address, we will follow the process outlined in Section C (1.2) above. If you have not provided us with an email address, we reserve the right to follow an alternative process, which will be notified to you at the time.
When placing an order for the first time, you may be offered the option to register with us and will be required to complete certain required fields on an order form. We may provide you with and/or ask you to use identifications and passwords and other means for you to be able to access certain areas of the Platforms, such as the My Account section of the Website or the “You” section of the Application (“Secure Access”). Where we do so, it is on the condition that you shall be responsible for ensuring that such Secure Access is kept secure and confidential at all times. You shall comply with all security directions and/or recommendations given by us and inform us immediately if you become aware of or suspect any unauthorised use of the Secure Access or if the Secure Access becomes available to an unauthorised party. Without prejudice to our other rights and remedies, we may suspend your access to any of the Platforms without liability to you, if in our reasonable opinion, such action is necessary for safeguarding the Platforms.
In the event prolonged inactivity causes your connection to any of the Platforms to fail, your selection of goods may be lost. In such case, you will be required to re-enter your selection. Please note that items in your shopping basket and on your wishlist are not reserved and may be purchased by other customers.
Before you submit your order, you will be given the opportunity to review your selection, check the total price of your order and correct any input errors.
You will be charged for Products (together with the relevant delivery charges, card processing or payment processing charges) when they have been dispatched to you or, in the event you have elected to collect the Products from a specified Topila store, when the Products have been dispatched for delivery to the relevant Topila store, unless we inform you that in respect of certain products payment shall be taken in advance, when or shortly after you submit your order.
Variations in both the manufacturing processes we use and also the display properties of the computer hardware you use to view the Platforms may mean that the colours, measurements, fabrics and designs of the Products displayed on the Platforms and the Products received by you may differ in appearance in minor respects.
We do not accept orders where the corresponding delivery address you give is that of an entity or individual providing freight forwarding services. In the event that we do accept any order and we subsequently become aware that the corresponding delivery address for such order is that of an entity or individual providing freight forwarding services, we shall be entitled to cancel such order upon notice to you by email or telephone.
All prices of Products on the Platforms are stated in United States Dollars and are the price for the Products only. They do not include any applicable sales tax payable. They do not include the charge for delivery. Find out more about delivery charges at Shipping Destinations, Costs And Delivery Times.
We endeavour to ensure that all pricing information on the Platforms is correct. Occasionally, however, an error may occur and Products may be mispriced. If a Product’s correct price is lower than the price stated on the Platforms, subject to our right to refuse an order pursuant to Section C 1.1(a), we will charge the lower amount and send you the Product. If a Product’s correct price is higher than the price stated on the Platforms, we will, at our discretion, contact you and ask you whether you wish to proceed with the order at the correct price or cancel your order and notify you of such cancellation. We will not be obliged to supply Products at an incorrect price. If we have taken an advance payment in circumstances where pricing information is incorrect, we shall endeavour to refund the payment taken as soon as possible if the product has not been shipped.
Topila may vary the prices of Products listed on the Platforms at any time and without any notice but such changes will not apply to Products in respect of which you have been sent a Dispatch Confirmation.
Please note that in some countries additional duties, taxes, fees, or similar charges may be payable to your national and local tax authorities on receipt of your delivery or in connection with your order, including without limitation, sales, use, excise, import, or similar taxes or duties. You will be responsible for payment of any such duties, fees, and taxes. Please note that we have no control over these charges and cannot predict their amount. Please contact your local customs office for further information before placing your order. Please also note that you must comply with all applicable laws and regulations of the country for which the Products are destined. We will not be liable for any breach by you of any such laws.
3. PAYMENT TERMS
The total cost of your order will be the purchase price for the Products, plus any delivery charges. Find out more about Shipping Destinations, Costs and Delivery Times.
More information about the payment methods that we accept, and details of when an order will be charged to your account can be found in our Payment section.
Please note that we accept payment in United States Dollars.
You confirm that the credit/debit card or payment method that is being used is yours and that all details you provide to us in respect thereof including, without limitation, name and address details are complete, correct and accurate. You further confirm that the credit/debit card/payment method is valid and the inputted payment details are correct. All customers are subject to validation checks and authorisation by the card issuer/payment method provider. If the issuer of your card/payment method refuses to authorise payment we will not accept your order and we will not be liable for any delay or non-delivery and we are not obliged to inform you of the reason for the refusal.
We are not responsible for any charges or other amounts which may be applied by your card issuer/payment method provider/bank as a result of our processing of your payment in accordance with your order.
If your credit/debit card or payment method is not denominated in the currency of your purchase indicated on the relevant Platform, the final price may be charged in the currency of your card or payment method. Such final price is calculated and charged by your card issuer/payment method provider /bank and therefore we shall not be responsible for any cost, expense, charge or other liability which may be incurred or suffered by you as a result of your card issuer/payment method provider charging you in a different currency other than the currency of your purchase as displayed on the relevant Platform.
4. GIFT CARDS AND EVOUCHERS
Gift Cards and evouchers can be redeemed against all products (except gift cards) online on the Topila.club US site and at Topila Stores in the United States of America. Gift Cards and evouchers cannot be purchased or redeemed using the Topila App.
Sales tax may be applicable on products purchased with a Topila Gift Card depending on the delivery destination of your order. Please see the Payment section for further information.
Gift Cards are non transferable and may not be returned or redeemed for cash.
If the total amount of your order is less than the value of the Gift Card, the remaining balance will remain on your Gift Card or evoucher and can be redeemed against subsequent orders. To check your Gift Card or evoucherbalance please Contact Us.
If the total amount of your order is more than the value of the Gift Card, the remaining balance must be paid by a valid form of payment. Please see the Payment section for further information.
If you return products purchased in whole or in part with a Gift Card or evoucher your refund will be credited by an evoucher.
Only original gift cards will be accepted. For enquiries regarding the authenticity or validity of your Gift Card, please contact customer service at Contact Us.
Topila is not responsible if a Gift Card is lost, stolen, destroyed or used without permission.
Where we elect, or are required by applicable law, to issue or make available an invoice, we reserve the right to issue or make available electronic invoices and you agree to such form of invoicing.
6. DELIVERY, TITLE AND RISK
Orders will be sent to the delivery address that you have given on your order form. We cannot be held responsible if that delivery address is incorrect or incomplete. Please note that we do not deliver to PO boxes. Please note that there are restrictions on the locations to which we deliver Products purchased from our Platforms. Details of the locations to which we deliver are available from us on request.
If you have selected our US Next Day service, provided (i) your order has been submitted to us before 2pm Eastern Standard Time on the previous working day and (ii) your order has been accepted by us, we will endeavour to despatch your order in time for a next working day delivery. The US Next Day service is not available for shipping destinations in Hawaii or in Alaska. Please see Shipping Destinations, Costs and Delivery Times for further details. If you have selected US standard delivery and provided your order has been accepted by us, Topila will endeavour to despatch your order in accordance with the estimated delivery times set out at Shipping Destinations, Costs and Delivery Times or as otherwise specified in the checkout process as you submit your order. Orders received after any specified cut off or last order time or received on a day which is not a working day will be processed on the next working day. Estimated delivery times will be calculated from the date on which the order is processed, unless otherwise specified. For these purposes, a working day means any day in which banks are open for business in New York, other than Saturdays and Sundays or federal holidays in the United States of America. Where you have selected our US Next Day service, your sole remedy for any failure by Topila to despatch your order in time for a next working day delivery shall be your right to cancel the relevant order and receive a full refund of any monies paid to us in respect of that order. Please note that all delivery options available on our Platforms may not be available when accessed using a mobile device.
Title in the Products will pass to you on the latter of:-
(a) the date on which we receive payment in full for such Products; and
(b) the date and time of collection of such Products for delivery to your nominated address or the designated Topila store, where you have elected to collect your order from a Topila store.
Once a Product has been received by you or collected by you (or your nominated third party) from the designated Topila store, where appropriate, all risk of damage to, or loss of, the Product shall pass to you. In the event that you elect to collect the Product from a Topila store, where that service is available, all risk of damage to, or loss of, the Product shall pass to you upon the collection of such Product by you or by a third party on your behalf from the designated Topila store.
We shall be entitled to deliver the Products in instalments and each instalment shall be deemed to constitute a separate contract with us, and we shall be entitled to supply only part of an order.
In the event that a Product is subsequently imported into a country other than (i) the country to which we delivered the Product in the event you elect to collect your product from a Topila store, where that service is available, other than the country in which the specified Topila store is located, or (ii) you shall be responsible for complying with all local import requirements, laws, regulations and rules and paying all import taxes and duties as may be applicable in respect thereof.
7. CANCELLATION AND RETURNS
Should you wish to cancel or return any Products, you may only do so in accordance with our Returns & Cancellation policy.
Please note that you will not be entitled to cancel or return personalized or monogrammed Products. This does not affect your statutory rights.
8. AGE REQUIREMENTS
If you order a Product to which a minimum age requirement applies, by ordering that Product you confirm that you are of the required age. If we reasonably believe that you are not legally entitled to order a Product, we reserve the right to cancel your order.
D. PRE-ORDER OF RUNWAY PRODUCTS
The Terms in this Section D apply to any purchase of Pre-Order Products (as defined below in Section D(2)) and apply in addition to, and in the event of any conflict take precedence over, the Terms set out in Sections C(1) to C(7). In all other respects sections in Sections C(1) to C(7) of the Terms continue to apply in full force and effect.
From time to time we may invite you to pre-order selected Products on the Platforms before they are available to purchase from Topila stores or on the Platforms (“Pre-Order Products”). In the event that we do so please note that the delivery options offered on the Platforms and set out in Section C(5.2) of the Terms shall not apply to orders of Pre-Order Products. Pre-Order Products will be shipped between 4-10 weeks from the date that the order is placed and the estimated date that the Pre-Order Product will be dispatched to you will be displayed in the checkout process as you submit your order.
You agree that if you order a Pre-Order Product, you will be charged shortly after you place your order and before your item is dispatched. Notwithstanding the foregoing, your credit/debit card account or payment method may reflect the deduction of the purchase price immediately upon placing the order. Please note your order is not confirmed until payment has been taken.
1. INTELLECTUAL PROPERTY
The Platforms and all content (including, but not limited to, logos, text, data compilations, graphics, icons, images, photographs, audio clips, sounds, music, and software, and any combination thereof) available on the Platforms (the “Content”), is either owned or licensed by Topila, and is protected by applicable copyright laws and other intellectual property laws and treaties around the world. All such rights are reserved.
The “Topila” trade mark as well as all trade marks, whether they are figurative or not, and all other marks, trade names, service marks, brand names, business names, illustrations, images, logos which appear on our Products, the Platforms, accessories or packaging, whether registered or not (the “Trade Marks”), are and remain the exclusive property of Topila and/or its licensors and are protected by applicable trade mark laws, regulations, directives, rules, and treaties around the world. All such rights are reserved.
All other intellectual property rights (including, without limitation, registered or unregistered designs, copyrights, trademarks, patents, service marks, logos, trade dress, trade names, trade secrets, inventions, know-how, and moral rights) in or related to the Platforms, the products depicted and/or available on the Platforms and any accessories, stationery, packaging or ancillary items connected to such products, your order or the Platforms (the “Intellectual Property Rights”) are and shall remain the exclusive property of Topila and/or its licensors and such Intellectual Property Rights are protected by applicable intellectual property laws, regulations, directives and treaties around the world. All such rights are reserved.
1.4 Limited Licence
Subject to the terms herein, we grant you a revocable, non-sublicensable, non-transferrable, non-assignable, and non-exclusive limited licence to access and make personal use of the Platforms limited such that it does not include the right to:
(a) use the Platforms in any way which may prejudice or damage the reputation of Topila;
(b) use the Platforms for any commercial or business purposes. The Platformsare for your personal use only;
(c) use software robots, spiders, crawlers, or similar data gathering and extraction tools, or take any other action that may impose an unreasonable burden or load on our infrastructure.
Topila may terminate such limited licence set forth in this Section at any time in its sole discretion without prejudice to any other remedy we may have against you pursuant to applicable law for any reason whatsoever or for any breach of these Terms.
Topila grants you a limited right to access and use the Platforms and Content solely for your personal use. Unless otherwise specified on the Platforms, you may download Content displayed on the Platforms, and may use the downloaded Content, solely for your personal and noncommercial use. You may print any textual Content available for downloading on the Platforms, solely for your personal and noncommercial use. You must retain all intellectual property and other proprietary or restrictive notices to the extent they appear on downloaded, transmitted, and copied Content, and any such downloads, transmissions, or copies are subject to these Terms. As between Topila and you, the Content and the Platforms shall remain the property of Topila. Use, transmission, or downloading of the Content is conditioned on these Terms. By acquiring, transmitting, or using the Content or using the Platforms, you agree to such Terms. You may not download, copy, transmit, or use any of the Content or the Platforms except as expressly authorized by these Terms and, in any event, you may not distribute, modify, copy, adapt, transmit, publish, publicly display or sell, license, or create derivative works of the Content or the Platforms other than in accordance with these Terms or as expressly indicated in writing by Topila or on the Platforms.
You agree you shall not
(a) use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of any Platform or its Contents;
(b) engage in spamming or flooding;
(c) remove any copyright, trademark or other proprietary rights notices contained on the Platforms or in the Content;
(d) harvest or collect information about the Platforms’ visitors or members without their express consent;
(e) cache, upload, post, or transmit any content that you do not have a right to make available (such as the intellectual property of another party);
(f) sub-license, sell, reverse engineer, decompile or disassemble any portion of the Platforms or Content;
(g) bypass any measures used by us to prevent or restrict access to the Platforms or portions of the Website; or
(h) use the Platforms or Content for any unlawful purpose.
Topilaendeavours to ensure that the information posted by it on the Platforms is accurate and complete. Topila does not, however, guarantee that the Content or any other information available on the Platforms is accurate and/or error free, Topila does not promise that the functionality of the Platforms or Content will be error free or that the Platforms, Content or the server that makes it available are free of viruses, malicious code or other components which are potentially harmful. Topila recommends that all users of the Internet ensure they have up to date virus checking software installed.
We reserve the right to limit the availability of the Platforms and/or the provision of any Content, service, program, video or other product described thereon to any person, geographic area or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any such service, program, video or other product that we provide.
3. EXCLUSION OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TOPILA AND TOPILA’S AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DISCLAIM AND EXCLUDE ALL OTHER TERMS, CONDITIONS, REPRESENTATIONS, AND WARRANTIES IN RELATION TO THE PLATFORMS, CONTENT, USER CONTENT, PRODUCTS AND SERVICES WHETHER EXPRESS OR IMPLIED BY STATUTE OR OTHERWISE, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, ACCURACY, TITLE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF PERFORMANCE OR COURSE OF DEALING OR USAGE OR TRADE PRACTICE.
THE PLATFORMS AND THE CONTENT IS PROVIDED AS IS, AS AVAILABLE WITH ALL FAULTS. TOPILA AND TOPILA’S AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DO NOT WARRANT THAT YOUR USE OF THE PLATFORMS OR THE SERVCES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, THE SERVER(S) ON WHICH THE PLATFORMS ARE HOSTED OR SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE THE PLATFORMS, AND ALL CHARGES RELATED THERETO. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE PLATFORMS, CONTENT, AND THE SERVICES AND YOUR RELIANCE THEREON. NO OPINION, ADVICE OR STATEMENT OF TOPILA OR TOPILA’S AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, AGENTS, MEMBERS OR VISITORS, WHETHER MADE ON THE WEBSITE OR OTHERWISE, SHALL CREATE ANY WARRANTY. YOUR USE OF THE PLATFORMS AND ANY CONTENT PROVIDED THROUGH THE PLATFORMS ARE ENTIRELY AT YOUR OWN RISK.
4. LIMITATIONS OF LIABILITY
Nothing in these Terms limits or excludes our liability: (i) for death or personal injury caused by negligence; (ii) for fraud or fraudulent misrepresentation; or (iii) for any other liability which cannot be limited or excluded by applicable law.
Subject to Section E(4.1) above, Topila and/or Topila’s directors, officers, employees, consultants, agents and other representatives will not be liable, whether in contract, in tort (including, without limitation, negligence), or otherwise arising out of or in connection with these Terms, Content, User Content, or product or services on the Platforms for any:
(a) economic losses (including, without limitation, loss of income, revenues, data, goodwill, actual or anticipated profits, contracts, business, opportunity or anticipated savings or other intangible losses);
(b) loss of goodwill or reputation; or
(c) special, indirect, consequential, special, exemplary, punitive losses or damages suffered or incurred by you arising out of or in connection with these Terms, the Platforms, Content or User Content contained on the site, any linked site or any service or products purchased or provided through the Platforms, under any contract, negligence, strict liability or other theory.
Subject to Sections E(4.1) and E(4.2) the sole and exclusive and maximum total liability under these Terms of Topila and/or Topila’s directors, officers, employees, consultants, agents and other representatives, whether arising under contract, tort (including negligence), strict liability, or breach of statutory duty or otherwise shall in no event exceed 100% of the price of the Product paid by you that you have purchased from Topila through the Platforms during the six month period preceding the date on which the claim arose.
This Section E(4) does not affect your statutory rights as a consumer.
5. DATA PROTECTION
6. ASSIGNMENT, SUBCONTRACTING ETC
We reserve the right to transfer, assign, novate or sub-contract all or any of our rights and obligations under these Terms provided that your rights under these Terms are not affected. You may not assign, sub-contract, novate, or otherwise transfer any of your rights or obligations under these Terms without our consent in writing.
7. AMENDMENTS TO THESE TERMS
We reserve the right to make changes to these Terms at any time. You, and any contract of sale between us, will be subject to the version of these Terms in force at the time you order the Products in question from us. Any changes we make will be effective immediately upon notice, which we may provide by means including, without limitation, updating the Terms on the Platforms or posting a notice on the Platforms. Your continued use of the Platforms after such update or notice will be deemed acceptance of such changes. Be sure to return to this page periodically to ensure familiarity with the most current version of these Terms. The revised Terms or Privacy Statement will be effective when posted. If we make changes to these Terms or our Privacy Statement and you continue to use our Platforms, you are agreeing to the revised Terms and our Privacy Statement.
8. EVENTS BEYOND OUR REASONABLE CONTROL
We will not be held responsible for any delay or failure to perform or comply with our obligations under these Terms if the delay or failure arises from any cause, which is beyond our reasonable control. The timeframes given for the delivery of the Products ordered by you are estimates only. You acknowledge and agree, time is not of the essence.
Each provision of these Terms shall be construed separately and independently of each other. If any provision is deemed invalid, void or otherwise unenforceable, that provision shall be deemed severable form and not affect the enforceability of any of the other provisions of these Terms.
10. GOVERNING LAW AND JURISDICTION
These Terms supersede any other prior versions of these Terms between you and Topila. These Terms are governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflicts of laws.
11. TOPILA EMPLOYEES
Topila Employees ordering products from the Platforms, and who are entitled to staff discount, agree that they have read and adhere to the terms and conditions of the Topila Global staff discount policy. Employees with any questions about this discount policy please contact your HR department.
12. ENTIRE AGREEMENT
These Terms and any document expressly referred to in them constitute the whole agreement between us and supersede any previous arrangement, understanding or agreement between us, relating to the subject matter of any contract.
We each acknowledge that, in agreeing to these Terms, (and the documents referred to in it), neither of us relies on any statement, representation, assurance or warranty (“Representations”) of any person (whether a party to that contract or not) other than as expressly set out in these Terms.
You agree that the only rights and remedies available to you arising out of or in connection with a Representation shall be for breach of contract as provided in these Terms.
13. WRITTEN COMMUNICATIONS
Applicable laws require that some of the information or communications we send to you should be in writing. When using the Platforms, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on the Platforms. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This Section does not affect your statutory rights.
All notices given by you to us must be sent to Topila at 444 Madison Avenue, New York NY 10022, United States or [email protected] We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in Section E(13) above. Notice will be deemed received and properly served immediately when posted on the Website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
If we fail, at any time during the term of our contract, to insist upon strict performance of any of your obligations under the contract or any of these Terms, or if we fail to exercise any of the rights or remedies to which we are entitled pursuant to the Terms, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations./p>
A waiver by us of any default shall not constitute a waiver of any subsequent default.
No waiver by us of any of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with Section E(14) above.
16. CLAIMS OF COPYRIGHT INFRINGEMENT UNDER US LAW
Topila respects the intellectual property rights of others. In accordance with the Digital Millennium Copyright Act of 1998 (“DMCA”), the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf, Topila will respond expeditiously to claims of copyright infringement committed using the Platforms that are properly reported to Topila’s Designated Copyright Agent.
If you believe that your, or a third party’s, work has been copied in a way that constitutes infringement on the Platforms, you may send us a copyright infringement notice requesting that the content be removed. The notice must include:
- a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located in the Platforms are covered by a single notification, a representative list of such works);
- identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Topila to locate the material on the Platforms;
- the name, address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
- a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
- a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
- your address, telephone number and email address.
Please send your copyright notice to: [email protected]
Please consult your legal advisor before filing a notice as there can be penalties for false claims.
NOTICE REQUIRED BY CALIFORNIA LAW
Pursuant to California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights notice:
The name and address of the provider of the Platforms is Topila at:
7870 Via Bel Fiore #4
San Diego,CA 92129
Complaints regarding the Platforms or Content or requests to receive further information regarding use of the Platforms or Content may be sent to the above address or to [email protected]
The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite S202, Sacramento, CA 95834 or by telephone at (916) 574-7950 or (800) 952-5210.
F. ADDITIONAL TERMS FROM THIRD PARTY PROVIDERS
If the Platform that you download, access and/or use runs on Apple’s iOS operating system:
- the Platform may only be accessed and used on a device owned or controlled by you and using Apple’s iOS operating system, and only in accordance with Apple’s usage rules published in its App Store terms of service;
- you acknowledge and agree that:
- Apple has no obligation at all to provide any support or maintenance services in relation to Platform. If you have any maintenance or support questions in relation to the Platform, please contact us, not Apple, using the contacting details set out on the first page of these Terms;
- except as otherwise expressly set out in these Terms, any claims relating to the possession or use of the Platform are between you and us (and not between you, or anyone else, and Apple);
- in the event of any claim by a third party that your possession or use (in accordance with these Terms) of the Platform infringes any intellectual property rights, Apple will not be responsible or liable to you in relation to that claim; and
- although these terms are entered into between you and us (and not Apple), Apple, as a third party beneficiary under these terms, will have the right to enforce these terms against you;
- you represent and warrant that:
- you are not, and will not be, located in any country that is the subject of a United States Government embargo or that has been designated by the United States Government as a “terrorist supporting” country; and
- you are not listed on any United States Government list of prohibited or restricted parties; and
- if the Platform does not conform to any warranty applying to it, you may notify Apple, which will then refund the purchase price of the Platform (if any), to you. Subject to that, and to the maximum extent permitted by law, Apple does not give or enter into any warranty, condition or other term in relation to the Platform and will not be liable to you for any claims, losses, costs or expenses of whatever nature in relation to the Platform or as a result of you or anyone else using the Platform or relying on any of its content.