TOPDAWG TERMS OF USE
TopDawg, Inc ("TopDawg") owns and operates the Website located at www.topdawg.com ("Website"), the TopDawg Platform (as defined below) and the TopDawg application available on marketplaces such as Shopify, WooCommerce and other providers (the "TopDawg App"). These terms of use apply to all Visitors, Retailers and Suppliers (as defined below) who use the Service.
TOPDAWG SUBSCRIPTION SERVICE TERMS
Definition: For the purposes
of this Agreement, in addition to the capitalized terms defined elsewhere in
this Agreement, the following terms shall have the following meanings:
"Agreement" means the Sign-Up Form and these Retailer and
Supplier terms of use (as updated from time to time);
"Dropshipped" and "Dropshipping" means
sending Products directly from Supplier to an End Customer on behalf of a
Retailer;
"End Customer" means an end customer of a Retailer to
whom any Products are to be Dropshipped;
"Wholesale Price" means the price that Supplier lists
against the Products as being the price that the Supplier shall charge
Retailers for selling such products, exclusive of transaction fees, commissions,
taxes and shipping costs.
"MSRP" means the manufacturer suggested retail price, being
the price that Supplier may recommend to Retailers as the sale price for
Products to End Customers.
"Sign-Up Form" means the online sign-up or registration
form completed by Retailer or Supplier and which refers to these terms, and
which may set out certain commercial terms such as the term, fees and features
of the Service to be delivered to Retailer or Supplier;
"Personal Data" means any information or data that alone
or together with any other information relates to an identified or identifiable
natural person ("data subject"), or data considered to be personal
data under Privacy Laws. An identifiable natural person is one who can be
identified, directly or indirectly, in particular by reference to an identifier
such as a name, an identification number, location data, an online identifier or
to one or more factors specific to the physical, physiological, genetic,
mental, economic, cultural or social identity of that natural person.
"Privacy Laws" means any law, statute, directive, or
regulation, including any and all legislative and/or regulatory amendments or
successors thereto, regarding privacy, data protection, information security
obligations and/or the processing of Personal Data.
"Products" means Supplier's
products listed by Supplier through the Service, including without limitation
those specified in the Sign Up Form (if any) and as may otherwise be updated by
Supplier from time to time in accordance with the terms of this Agreement. "Total Fees" means, in
respect of a Retailer Order, the aggregate of the Listing Price for all Products
ordered, the Shipping Price, and transaction fees that TopDawg may impose and
any applicable sales, value added or similar taxes; and In this Agreement: (a)
words denoting the singular include the plural and vice versa and words
denoting any gender include all genders; (b) all usage of the word
"including" or the phrase "e.g.," in this Agreement shall
mean "including, without limitation," throughout this Agreement; (c)
all dollar amounts are expressed in United States dollars (USD) unless
expressly provided otherwise on the Sign-Up Form. Headings and the division of
this Agreement into articles and sections are for convenience of reference only
and shall not affect the interpretation hereof. If there is any conflict or
inconsistency between the terms in the various parts of this Agreement, these
Terms will take precedence. TOPDAWG
PLATFORM AS A MARKETPLACE The TopDawg Platform
is an online marketplace that enables suppliers (including the Supplier) to
publish their products (including the Products) on the TopDawg Platform for
Retailers to view, list on the Retailer’s own online stores, and sell directly
to End Customers on the basis of the products being Dropshipped by the
supplier. As the provider of the TopDawg Platform, TopDawg does not purchase,
sell, resell, provide, control, manage, offer, deliver, supply or Dropship any
Products. If a Retailers orders a Product to be Dropshipped by Supplier,
Retailer and Supplier are entering into a contract directly with each other.
Additional terms required by a Supplier may be published by Supplier in the supplier’s
product details for products offered by supplier on TopDawg’s Platform. TopDawg
is not and does not become a party to or other participant in any contractual
relationship between Retailers and Suppliers. TopDawg is not acting as an agent
in any capacity for any Retailer nor for the Supplier. These terms and
conditions govern your use of this Website; by using this platform (Website),
you accept these terms and conditions in full. If you disagree with these terms
and conditions or any part of these terms and conditions, you must not use this
Website. You must be at least
18 years of age to use this Website. By using this Website and by agreeing to
these terms and conditions you warrant and represent that you are at least 18
years of age. This Website uses
cookies. By using this Website and agreeing to these terms and conditions, you
consent to TopDawg’s use of cookies in accordance with the terms of
TopDawg’s privacy policy. Moreover, by using
this Website you also agree to the terms of TopDawg’s privacy policy and if you
disagree with the data practices of this privacy policy, you must not use
this Website. TOPDAWG LICENSE TO USE PLATFORM (WEBSITE) Unless otherwise
stated, TopDawg and/or its licensors own the intellectual property rights in
the Website and material on the Website. Subject to the license below, all
these intellectual property rights are reserved. You may view, download
for caching purposes only, and print pages or if you are an authorized
representative of TopDawg, you may print relevant subject matter to your orders
and online business, which includes tax and order forms, from the Website for
your own personal use, subject to the restrictions set out below and elsewhere
in these terms and conditions. You may not: Where content is specifically made available for redistribution, it may only be redistributed for the purpose and intent of resale for products made available by suppliers on the TopDawg Platform.
ANY VIOLATION OF THE FOREGOING WITHOUT PRIOR EXPRESS WRITTEN APPROVAL WILL RESULT IN YOUR ACCOUNT BEING TERMINATED WITHOUT NOTICE, AND DEPENDING ON THE SEVERITY OF THE VIOLATION, TOPDAWG RESERVES THE RIGHT TO PRESS CRIMINAL CHARGES AND/OR SEEK CIVIL COMPENSATION FOR DAMAGES, EXPENSES AND LOST REVENUE.
ACCEPTABLE USE You are granted a
non-exclusive, non-transferable, revocable license to access and use
topdawg.com strictly in accordance with these terms of use. As a condition of
your use of the Website, you warrant to TopDawg that you will not use the Website
for any purpose that is unlawful or prohibited by these Terms. You may not use
the Website in any manner which could damage, disable, overburden, or impair
the Website or interfere with any other party's use and enjoyment of the Website.
You may not obtain or attempt to obtain any materials or information through
any means not intentionally made available or provided for through the Website. All content included
as part of the Service, such as text, graphics, logos, images, as well as the
compilation thereof, and any software used on the Website, is the property of
TopDawg or its suppliers and protected by copyright and other laws that protect
intellectual property and proprietary rights. You agree to observe and abide by
all copyright and other proprietary notices, legends or other restrictions
contained in any such content and will not make any changes thereto. You will not modify,
publish, transmit, reverse engineer, participate in the transfer or sale,
create derivative works, or in any way exploit any of the content, in whole or
in part, found on the Website. TopDawg content is not for resale. Your use of
the Website does not entitle you to make any unauthorized use of any protected
content, and in particular you will not delete or alter any proprietary rights
or attribution notices in any content. You will use protected content solely
for your personal use, and will make no other use of the content without the
express written permission of TopDawg and the copyright owner. You agree that
you do not acquire any ownership rights in any protected content. We do not
grant you any licenses, express or implied, to the intellectual property of
TopDawg or our licensors except as expressly authorized by these Terms. RESTRICTED ACCESS Access to certain
areas of this Website is restricted. TopDawg reserves the right to restrict
access to the portals and other areas of this Website, or if applicable, this
entire Website at TopDawg’s discretion. If TopDawg provides
you with a user ID and password to enable you to access restricted areas of
this Website or other content or services, you must ensure that the user ID and
password are kept confidential. TopDawg may disable your user ID and password
in TopDawg’s sole discretion without notice or explanation. RETAILERS By registering as a
Retailer on the TopDawg Platform you indicate your acceptance of these Retailer
Terms. If you do not accept these terms, then do not use the TopDawg Platform
or the Services as a Retailer. These Retailer terms may be amended or updated by
TopDawg from time to time without notice and may have changed since your last
visit to the Website or last use of the TopDawg Platform. It is your
responsibility to review these Retailer Terms for any changes. Your use after
any amendments or updates of these terms of use shall signify your assent to
and acceptance of such revised terms. Any new features that may be added to
this Website from time to time will be subject to these terms of use, unless
stated otherwise. You should visit this page periodically to review these terms
of use. THE
PRICING Retailer is free to
determine the price that it charges for such Products to its End Customers,
unless Minimum Advertised Pricing has been set by the Supplier. Supplier shall
only charge Retailer the aggregate of the Wholesale Price for all Products
ordered, the Shipping Price, transaction fees and commissions that TopDawg may
impose and any applicable sales, value added or similar taxes. PRODUCT
INFORMATION PROVIDED BY SUPPLIERS When listing Products
available through the TopDawg Platform, Retailer may display any information or
images listed by Suppliers in respect of such Products. However, TopDawg makes
no warranty, representation, or covenant as to the accuracy, completeness or
sufficiency of such information or whether such information is in compliance
with any legal, statutory or regulatory requirements, and expressly disclaims
any and all responsibility in respect of any information made available by
Suppliers through the TopDawg Platform. RETAIL
SALES CHANNEL RESTRICTIONS TopDawg maintains the
right to restrict any (or all) items listed in their catalog from purchase.
TopDawg maintains the right to designate (or restrict) retail sales channels at
any given time for any (or all) products listed in the TopDawg product catalog.
Retail channels that may be restricted include but are not limited to Amazon,
eBay, Wal-Mart, etc. MAP
PRICING REQUIREMENTS AND ENFORCEMENT TopDawg maintains the
right to enforce the Minimum Advertised Pricing (MAP) Policy on any (or all)
products in the catalog as required by the Supplier. Some suppliers have
MAP requirements for the resale of their products. If a Supplier has a MAP
Policy in place, those products will be identified on the product data feed and
the MAP price will be listed. MAP Policy refers to
the price at which a product is listed or advertised for retail sale, not the
price at which MAP products are actually sold. MAP Policy applies to all
advertisements of MAP products that are viewable by consumers whether provided
digitally, via the internet, traditional media such as print, outdoor, radio or
television, or by other means. Retailer website features such as “click for
price”, “call for price”, “contact/email for price”, automatic “bounce back”
pricing emails, automatic price display for any items prior to being placed in
a customer’s shopping cart and other similar features are acceptable and
considered to be advertising under MAP Policy. Advertising that in any way
suggests or implies a price lower than the MAP, such as a visible strikeout of
a price or text such as “price too low to show” are prohibited and will be
considered a violation of MAP Policy. Free shipping, sales tax rebates, loyalty
programs or the like offered in combination with a MAP product that is
otherwise advertised in accordance with MAP Policy is acceptable and is not
considered a violation of MAP Policy. TopDawg may monitor
the advertised prices of any product either directly or via the use of
third-party agencies. If TopDawg determines that a retailer is in violation of
MAP Policy, the retailer will be issued notice of violation and have 7 days to
become compliant with MAP Policy. Failure to comply with MAP Policy after a
violation notice has been issued may lead to account suspension and removal of
retailer’s access to all TopDawg product feeds for up to 30 days. Repeated MAP
Policy violations may result in the permanent termination of a retailer’s
TopDawg account, blocking the retailer’s IP address from accessing TopDawg’s Website,
or legal remedies deemed appropriate by law. TopDawg reserves the
right, in its sole discretion, to terminate (or not terminate) any retailer’s
TopDawg account(s) for MAP Policy violation. COLLECTION
OF TOTAL FEES FROM RETAILER Unless otherwise
indicated, TopDawg will collect the Total Fees from a Retailer at the time that
Retailer submits the Retailer Order. Retailer Orders shall not be processed
unless and until such time as the Total Fees payment clears. In the event of
delay in a clearing of payment (which may be outside of TopDawg’s control),
Retailer Orders may be delayed or subject to cancellation without further
liability of TopDawg. Failure of payment may result in not processing or
cancellation of a Retailer Order without further notice to Retailer. It is
Retailer’s responsibility to ensure that its payment details are complete and
accurate and in good standing. MEMBERSHIP
FEES In consideration for
the receipt of the Service, Retailer shall pay TopDawg the membership fees
specified in the Sign-Up form and on the membership plans description page, as
may be varied by TopDawg from time to time by no less than 30 days prior notice
in writing to Retailer. INVOICING
AND PAYMENT Membership fees for
the Service will be invoiced on a monthly basis unless otherwise specified in the
Sign-Up Form. Unless otherwise stated in an invoice, charges are due on the
invoice date and may be deducted automatically from the payment method provided
by Retailer. Retailer is responsible for maintaining complete and accurate
billing, payment and contact information with TopDawg. MEMBERSHIP
PLANS Your monthly cost is determined based on the Membership Plan you are currently enrolled in with TopDawg. Fees are charged
monthly on the day of the month in which you originally signed up (your
anniversary day). All plans can be upgraded or downgraded at any time. If you choose to
upgrade your plan prior to your monthly anniversary day, your new Membership
Plan will be effective immediately and you will receive a credit for the
remaining time left on your previous plan. The initial cost of your upgraded
plan will be charged to your credit card at the time of upgrading. The full cost of your
new plan will be charged 30 days from the day of your upgrade and will renew
monthly. If you choose to
downgrade your plan prior to your monthly anniversary day, your new Membership
Plan will not be effective until the end of the current month cycle. There are
no pro-rated refunds for downgraded accounts. TOTAL
FEES & CHARGES (INCLUDING MEMBERSHIP PLAN FEES) ARE NON-REFUNDABLE TopDawg monthly
subscription fees are non-refundable. Once a monthly subscription has been
collected, we do not issue refunds. Although, you can cancel at any time prior
to your monthly renewal date and you will not be charged again. TopDawg reserves the right
to modify Membership Plan Fees and any other fees and charges in effect, or add
new fees and charges from time to time; provided that TopDawg will give you
advance notice of these changes by email or as a notification when you log in
to the TopDawg website. You are responsible for all taxes associated with your
use of the Services and products purchased in connection with the TopDawg Platform. TAXES
Unless otherwise
stated, TopDawg’s fees and Total Fees do not include any direct or indirect
local, state, provincial, federal or foreign taxes, levies, duties or similar
governmental assessments of any nature, including value-added, goods and services,
harmonized, use or withholding taxes (collectively, "Taxes").
Retailer is responsible for paying all Taxes to state, federal or local
authorities associated with any Retailer Orders, excluding taxes based on TopDawg's
net income or property. Retailer agrees to
hold a valid seller’s permit issued pursuant to the sales and use tax law; that
the retailer is in the business of selling a variety of products, and that the
tangible personal property listed on TopDawg’s Platform which the retailer
purchases from supplier, "will be resold by the retailer in the form of
tangible personal property”; PROVIDED, however that in the event any of such
property is used for any other purpose other than retention, demonstration, or
display while holding it for sale in the regular course of business, it is
understood that the retailer is required by the sales and use tax law to report
and pay for the tax, measured by the purchase price of such property. Retailer shall
indemnify and hold harmless TopDawg from and against any and all claims arising
from retailer’s tax liability as a reseller, or from the representation of the
retailer with respect to the retailer’s authority and certification to act as a
reseller and to purchase products with a tax-exempt status. Retailer shall also
indemnify and hold harmless TopDawg from and against all costs, attorney's
fees, expenses and liabilities incurred in the defense of any such claim or any
action or proceeding brought thereon; and in case any action or proceeding be
brought against TopDawg by reason of any such claim, retailer upon notice from
TopDawg shall defend the same at retailer's expense by counsel satisfactory to
TopDawg. AUDIT
RIGHTS TopDawg shall have the
right to use the capabilities of the Service to confirm Retailer’s compliance
with this Agreement, including without limitation the fees payable hereunder. CANCELLATION
POLICY TopDawg allows you to
cancel your account at any time. If you wish to cancel, simply log in to your
account and click on ‘Account’ from the top right corner of the navigation bar.
Then under ‘Account’ there will be a 'Settings' tab and in the dropdown menu
click the 'Membership' tab. On the membership page click the 'Cancel
Membership' button. Follow the simple instructions and then click 'Cancel
Membership'. You can reinstate your membership at any time by logging into your
account going to the membership area under account settings and clicking on the
resubscribe button. RETURN
POLICY
TopDawg sources products from multiple suppliers and manufacturers around the world. Product return policies are determined by each supplier independently. Each supplier provides TopDawg with their individual return policy, which is outlined in our master product catalog. TopDawg will work with Retailer in good faith in respect of enforcing such return policy.
Products can only be returned within 30 days of delivery, unless otherwise stated in the individual supplier’s policy, and with written approval from TopDawg. To initiate a product return, you must first contact TopDawg for an RMA #. Any attempt to return products without an RMA # will be refused. If the items are eligible for return, the RMA# will be provided along with the return address. All costs associated with product returns (restocking fees, return shipping, etc.) are the responsibility of the customer. Once returns have been received and processed by TopDawg, a credit for items returned will be issued to the retailers drop ship account with TopDawg which will be applied to future product orders.
TOPDAWG HAS NO CONTROL OVER THE ACTIONS OF SUPPLIERS AND ACCEPTS NO RESPONSIBILITY OR LIABILITY IN THE EVENT OF A BREACH BY SUPPLIER OF ITS OBLIGATIONS. DELIVERY
OF RETAIL ORDERS TopDawg
does not process any Retailer Orders, it merely facilitates communication between retailer and suppliers.
Accordingly, while TopDawg will work with retailers and suppliers to resolve any issues that may arise,
TopDawg expressly disclaims any and all responsibility for the processing of any Retailer Order,
including without limitation the delivery of any Retailer Order, the content of any Retailer Order,
any incorrect, late, damaged, broken, unsafe, lost, stolen, unlawful delivery, any failure to make delivery,
and delivery to a wrong address, or any other act, error or omission in respect of the processing of or
failure to process a Retailer Order by any supplier. TopDawg does not guarantee at any time
a certain delivery date or time frame for delivery for any product or order. Any listed time for a shipping method is an estimate only.
For orders with deadlines please order well in advance. IMPORTANT
DISCLAIMER FOR ORDERS SHIPPING INTERNATIONALLY DUTIES AND TAXES: When
a package is shipped internationally, it may be subject to import taxes,
customs duties, and/or fees imposed by the destination country. These charges
will typically be due once the shipped goods arrive at the country of
destination. Such
charges are not included in the product price or shipping and handling cost.
These charges are the buyer’s responsibility as we are only charging the
transportation fee for your order. TopDawg does not have any responsibility on
these additional charges that may apply. The
buyer is responsible for obtaining information regarding their country’s laws,
regulations, and restrictions that may apply when purchasing our products. By
placing an international order, the buyer is responsible for abiding by their
country’s laws, regulations, and restrictions. If
a product is seized and destroyed by customs, or returned to the supplier,
TopDawg will NOT be responsible for the losses, product, or shipping refunds. It
is the buyer's responsibility to cover the shipping costs when the buyer wishes
to have a second delivery attempt after the product is returned to the
supplier. FAILURE
TO COMPLY Failure to comply with
any restrictions in any way may lead to account suspension, fully prohibiting
you from access to TopDawg’s Website, blocking computers using your IP address
from accessing the Website, contacting your internet service provider to request
that they block your access to the Website, court proceedings being brought
against you, or any other action TopDawg deems appropriate. YOUR
RELATIONSHIP WITH TOPDAWG You, as a reseller of
products purchased through the TopDawg Platform, are an independent contractor
and are not considered an employee of TopDawg for any reason whatsoever. You
are prohibited from making any unauthorized representations, warranties or
claims on behalf of TopDawg, a Supplier, or a product manufacturer or that are
otherwise illegal in your applicable jurisdiction. No agency, partnership,
joint venture, or employment is created as a result of these Terms, and you do
not have any authority of any kind to bind TopDawg in any respect whatsoever. Additionally, you
understand that you are an absolutely independent person or entity from TopDawg.
You are responsible to pay taxes to state, federal or local authorities in
accordance with any and all applicable laws. This tax responsibility includes
collecting and remitting all appropriate sales taxes to state and local
authorities. SUPPLIERS LISTING
PRODUCTS All
products listed on the TopDawg Website must pertain to at least one of the
following categories: Home & Garden, Pets, Fashion Accessories,
Electronics, Clothing, Health & Beauty, Kids, Babies, Toys, Sports & Outdoors,
Automotive & Marine, Seasonal & Parties, Farm & Ranch and Sexual Wellness.
Products that are not directly associated with these categories cannot be
listed unless otherwise approved by TopDawg in writing. TopDawg reserves the
right to modify product categories and/or individual products at any time. All
products sold through the TopDawg platform must be brand new. Used, opened, or
refurbished merchandise cannot be sold or shipped on the TopDawg platform. By
agreeing to the TopDawg Terms of Use, all suppliers confirm the authenticity of
their products and verify that they are lawfully authorized to sell, produce
and/or distribute said products. It is the
Supplier’s responsibility to keep their product catalog current and inventory
quantities updated. IMAGES Pictures,
animations or videos (collectively, "Images") uploaded to the Service
in respect of the Products must accurately reflect the quality and condition of
the Products. TopDawg reserves the right to require that Products have a
minimum number of Images of a certain format, size and resolution. All Images
must be original with no watermarks or text. Supplier shall use all reasonable
endeavors to comply with TopDawg’s policies on Images as communicated by
TopDawg to Supplier from time to time. Suppliers give TopDawg and TopDawg
retailers the right to use such images for sales and marketing purposes. SUPPLIER
AUTHORIZATION TO SELL THEIR PRODUCTS As a
supplier listing your products on TopDawg’s Website and therefore making your
products available to our network of retailers, you authorize Retailers, to act
as your agent to promote, distribute, sell, exhibit, negotiate and hold
responsibility for all the after-sale services on behalf of the supplier worldwide.
This
certification will continue to be valid for as long as the supplier is using
TopDawg’s platform (Website) to promote the sale of their products through
TopDawg’s network of online retailers. PACKING
& SHIPPING GUIDELINES TopDawg provides the shipping label and the packing slip for
every order. Only the materials provided by TopDawg can be included with each
shipment. No additional materials can be included with any outbound order aside
from the product(s) ordered, packing slip, and packing materials such as bubble
wrap, peanuts, or packing paper in order to prevent damage. Items that cannot
be added include but are not limited to, marketing materials, product inserts
or promotional items. All
materials associated with shipping orders (boxes, tape, packing materials,
etc.) and the procurement and costs associated with “shipping supplies” are the
sole responsibility of the Supplier. New boxes and/or envelopes are required
for all shipments. Repack boxes or boxes containing any name, brand or logo are
not acceptable. Package
weight and shipping dimensions are to be provided by the supplier to TopDawg
for each product. TopDawg relies on those dimensions to provide accurately
priced shipping labels. If the dimensions provided by the supplier are inaccurate
and result in unexpected shipping fees from the carrier then those costs will
be at the expense of the Supplier. All
orders are expected to be shipped within 48 hours (2 business days). Orders
that remain unshipped after that time may result in cancellation. TopDawg
reserves the right to pause or terminate any Supplier account for not adhering
to packing and/or shipping guidelines. UNSHIPPED
ORDERS Suppliers must confirm inventory is available and able to ship
within 2 business days, prior to accepting a new order and generating a
shipping label. If for any reason an order does not ship after it has been
accepted and a label has been generated, the Supplier will be responsible for the
shipping cost associated with that order. PAYOUTS
TO SUPPLIERS
The TopDawg Platform uses Stripe to make payouts to Suppliers. The
Stripe Recipient Agreement applies to your receipt of such Payouts.
To receive payouts on the TopDawg Platform, you must provide TopDawg accurate and complete information
about you and your business, and you authorize TopDawg to share it and transaction information related
to your payout with Stripe. Supplier will be paid the wholesale price for each item delivered based on the wholesale price provided to TopDawg by Supplier and consistent with the wholesale price listed at the time each order is “Accepted” by supplier prior to shipping all orders. Net30 – A Retailer Order will be paid to Supplier in full on or before the 30th calendar day
(including weekends and holidays) of when the goods were dispatched by Supplier. In addition to any other right or remedy provided by law, if a Retailer Order has not been paid
by when due,
Supplier has the option to remove their products from the TopDawg Platform and/or seek legal
remedies. ADDITIONAL TERMS OF USE CONTRACT
BETWEEN RETAILER AND SUPPLIER Where Retailer submits
a Retailer Order through the TopDawg Platform for Products listed as available,
Retailer and Supplier are entering into a legally binding agreement under which
Supplier agrees to Dropship the Products to the specified End User at the
Wholesale Price, plus applicable transaction fees, commissions, taxes and
Shipping Fees. Such agreement shall incorporate the minimum terms set out below
and such other lawful and non-conflicting terms as may be set out in Supplier’s
Supplier Profile at the time of the Retailer Order. TOPDAWG IS NOT PART OF, AND
HAS NO RESPONSIBILITY OR LIABILITY IN RESPECT OF, ANY SUCH CONTRACT. NO
MARKETING MATERIALS When shipping TopDawg
orders, each Supplier agrees that it will not include any marketing or
promotional material such as coupons/gift certificates that encourage the End
Customer to buy directly from Supplier’s website or otherwise seeks to divert
business away from Retailer or TopDawg. Each Supplier agrees that only the
invoice provided by TopDawg will be included in TopDawg order packages. This
invoice is made available to Supplier with every Retailer Order through the TopDawg
Platform. TOPDAWG HAS NO CONTROL OVER THE ACTIONS OF SUPPLIERS AND ACCEPTS NO
RESPONSIBILITY OR LIABILITY IN THE EVENT OF A BREACH BY SUPPLIER OF ITS
OBLIGATIONS. RETAILER
ORDER PROCESSING TOPDAWG DOES NOT
PROCESS ANY RETAILER ORDERS, IT MERELY FACILITATES COMMUNICATION AND CONTRACT
BETWEEN RETAILER AND SUPPLIERS. ACCORDINGLY, WHILE TOPDAWG WITH RETAILER AND
SUPPLIERS TO RESOLVE ANY ISSUES THAT MAY ARISE, TOPDAWG EXPRESSLY DISCLAIMS ANY
AND ALL RESPONSIBILITY FOR THE PROCESSING OF ANY RETAILER ORDER, INCLUDING
WITHOUT LIMITATION THE DELIVERY OF ANY RETAILER ORDER, THE CONTENT OF ANY
RETAILER ORDER, ANY INCORRECT, LATE, DAMAGED, BROKEN, UNSAFE, UNLAWFUL
DELIVERY, ANY FAILURE TO MAKE DELIVERY, AND DELIVERY TO A WRONG ADDRESS, OR ANY
OTHER ACT, ERROR OR OMISSION IN RESPECT OF THE PROCESSING OF OR FAILURE TO
PROCESS A RETAILER ORDER BY ANY SUPPLIER USER
CONTENT In these terms and
conditions, "user content" means your material (including without
limitation text, images, audio material, video material and audio-visual
material) that you submit to this Website, for whatever purpose. You grant to TopDawg a
worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce,
adapt, publish, translate and distribute your user content in any existing or
future media. You also grant to TopDawg the right to sub-license these rights,
and the right to bring an action for infringement of these rights. Your user content must
not be illegal or unlawful, must not infringe any third party's legal rights,
and must not be capable of giving rise to legal action whether against you or
TopDawg or a third party (in each case under any applicable law). You must not submit
any user content to the Website that is or has ever been the subject of any
threatened or actual legal proceedings or other similar complaint. TopDawg reserves the
right to edit or remove any material submitted to this Website, stored on
TopDawg’s servers, or hosted or published upon this Website. Confidential data
prepared, created or contributed to TopDawg shall likewise be and remain the
confidential property of TopDawg, free from any legal or equitable title of
authorized representative of TopDawg. TopDawg will perform all acts necessary
or advantageous to preserve and defend the full right, title, possession,
enjoyment, use, practice, exploitation, licensing and assignment of or other
realization upon receiving of confidential data. Notwithstanding
TopDawg’s rights under these terms and conditions in relation to user content,
TopDawg does not undertake to monitor the submission of such content to, or the
publication of such content on, this Website. SERVICE
CHANGES BY TOPDAWG TopDawg reserves the
right to alter, suspend, or discontinue the Service or the TopDawg Platform at
any time and for any reason or no reason without any liability to TopDawg. In
such cases, TopDawg will endeavor to give notice of such changes. The Service
may also be unavailable from time to time due to maintenance or malfunction of
computer or network equipment or other reasons. TopDawg may periodically add or
update the information and materials on the TopDawg platform without notice. CONFIDENTIALITY
DEFINITION OF
CONFIDENTIAL INFORMATION: As used in this
Agreement, "Confidential Information" means all confidential and
proprietary information of a party (the "Disclosing Party") disclosed
to the other party (the "Receiving Party"), whether orally or in
writing, that is designated as confidential or that reasonably should be
understood to be confidential given the nature of the information and the
circumstances of disclosure, including the Service, business and marketing
plans, technology and technical information, product designs, and business
processes. Confidential Information shall not include any information that: (i)
is or becomes generally known to the public without breach of any obligation
owed to the Disclosing Party; (ii) was known to the Receiving Party prior to
its disclosure by the Disclosing Party without breach of any obligation owed to
the Disclosing Party; (iii) was independently developed by the Receiving Party
without breach of any obligation owed to the Disclosing Party; or (iv) is
received from a third party without breach of any obligation owed to the
Disclosing Party. CONFIDENTIALITY: The Receiving Party
shall not disclose or use any Confidential Information of the Disclosing Party
for any purpose outside the scope of this Agreement, except with the Disclosing
Party's prior written permission. PROTECTION: Each party agrees to
protect the confidentiality of the Confidential Information of the other party
in the same manner as it protects the confidentiality of its own proprietary
and confidential information of like kind (but in no event using less than
reasonable care). COMPELLED DISCLOSURE: If the Receiving Party
is compelled by law to disclose Confidential Information of the Disclosing
Party, it shall provide the Disclosing Party with prior notice of such
compelled disclosure (to the extent legally permitted) and reasonable
assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to
contest the disclosure. REMEDIES: If the Receiving Party
discloses or uses (or threatens to disclose or use) any Confidential
Information of the Disclosing Party in breach of confidentiality protections
contained in this Agreement, the Disclosing Party shall have the right, in
addition to any other remedies available to it, to seek injunctive relief to
enjoin such acts, it being specifically acknowledged by the parties that any
other available remedies may be inadequate. SUGGESTIONS
TopDawg shall have a
royalty-free, worldwide, transferable, sub licensable, irrevocable, perpetual,
unrestricted license to use and/or incorporate into its products, services and business
any suggestions, enhancement requests, recommendations or other feedback
provided by Retailer or Suppliers relating to the operation of the Service. NO
WARRANTIES This Website is
provided "as is" without any representations or warranties, express
or implied. TopDawg makes no representations or warranties in relation to this Website
or the information and materials provided on this Website. Without prejudice to
the generality of the foregoing paragraph, TopDawg does not warrant that: Nothing on this Website
constitutes, or is meant to constitute, advice of any kind. If you require
advice in relation to any legal, financial or medical matter you should consult
an appropriate professional. LIMITATIONS
OF LIABILITY TopDawg will not be
liable to you (whether under the law of contact, the law of torts or otherwise)
in relation to the contents of, use of, or otherwise in connection with, this Website: These limitations of
liability apply even if TopDawg has been expressly advised of the potential
loss. EXCEPTIONS
Nothing in this Website
disclaimer will exclude or limit any warranty implied by law that it would be
unlawful to exclude or limit; and nothing in this Website disclaimer will
exclude or limit TopDawg’s liability in respect of any: REASONABLENESS
By using this Website,
you agree that the exclusions and limitations of liability set out in this Website
disclaimer are reasonable. If you do not think
they are reasonable, do not use this Website. OTHER
PARTIES You accept that, as a
limited liability entity, TopDawg has an interest in limiting the personal
liability of its officers and employees. You agree that you will not bring any
claim personally against TopDawg’s officers, consultants or employees in
respect of any losses you suffer in connection with the Website. Without prejudice to
the foregoing paragraph, you agree that the limitations of warranties and
liability set out in this Website disclaimer will protect TopDawg’s officers,
employees, agents, subsidiaries, successors, assigns and sub-contractors as
well as TopDawg. UNENFORCEABLE
PROVISIONS If any provision of
this Website disclaimer is, or is found to be, unenforceable under applicable
law, that will not affect the enforceability of the other provisions of this Website
disclaimer. LINKS
TO THIRD PARTY WEBSITES/THIRD PARTY SERVICES topdawg.com may
contain links to other websites ("Linked websites"). The Linked websites
are not under the control of TopDawg and TopDawg is not responsible for the
contents of any Linked website, including without limitation any link contained
in a Linked website, or any changes or updates to a Linked website. TopDawg is
providing these links to you only as a convenience, and the inclusion of any
link does not imply endorsement by TopDawg of the website or any association
with its operators. Certain services made
available via topdawg.com are delivered by third party websites and
organizations. By using any product, service or functionality originating from
the topdawg.com domain, you hereby acknowledge and consent that TopDawg may
share such information and data with any third party with whom TopDawg has a
contractual relationship to provide the requested product, service or
functionality on behalf of topdawg.com users and customers. THIRD
PARTY ACCOUNTS You will be able to
connect your TopDawg account to third party accounts. By connecting your
TopDawg account to your third-party account, you acknowledge and agree that you
are consenting to the continuous release of information about you to others (in
accordance with your privacy settings on those third-party websites). If you do
not want information about you to be shared in this manner, do not use this
feature. INTERNATIONAL
USERS The Service is
controlled, operated and administered by TopDawg from our offices within the
USA. If you access the Service from a location outside the USA, you are
responsible for compliance with all local laws. You agree that you will not use
the TopDawg Content accessed through topdawg.com in any country or in any
manner prohibited by any applicable laws, restrictions or regulations. INDEMNIFICATION
You agree to
indemnify, defend and hold harmless TopDawg, its officers, directors,
employees, agents and third parties, for any losses, costs, liabilities and
expenses (including reasonable attorney's fees) relating to or arising out of
your use of or inability to use the Website or services, any user postings made
by you, your violation of any terms of this Agreement or your violation of any
rights of a third party, or your violation of any applicable laws, rules or
regulations. TopDawg reserves the right, at its own cost, to assume the
exclusive defense and control of any matter otherwise subject to
indemnification by you, in which event you will fully cooperate with TopDawg in
asserting any available defenses. LIABILITY
DISCLAIMER THE INFORMATION,
SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE WEBSITE
MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY
ADDED TO THE INFORMATION HEREIN. TOPDAWG AND/OR ITS SUPPLIERS MAY MAKE
IMPROVEMENTS AND/OR CHANGES ON THE WEBSITE AT ANY TIME. TOPDAWG MAKES NO
REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS,
AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED
GRAPHICS CONTAINED ON THE WEBSITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES
AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR
CONDITION OF ANY KIND. TOPDAWG AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES
AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES
AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TOPDAWG AND/OR ITS SUPPLIERS BE
LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL
DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR
LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE
USE OR PERFORMANCE OF THE WEBSITE, WITH THE DELAY OR INABILITY TO USE THE WEBSITE
OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR
ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED
THROUGH THE WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF THE WEBSITE,
WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE,
EVEN IF TOPDAWG OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF
DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE
LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF
THE WEBSITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY
IS TO DISCONTINUE USING THE WEBSITE. TERMINATION/ACCESS
RESTRICTION TopDawg reserves the
right, in its sole discretion, to terminate your access to the Website and the
related services or any portion thereof at any time, without notice. To the
maximum extent permitted by law, this agreement is governed by the laws of the
State of Florida, and you hereby consent to the exclusive jurisdiction and
venue of courts in Florida in all disputes arising out of or relating to the
use of the Website. Use of the Website is unauthorized in any jurisdiction that
does not give effect to all provisions of these Terms, including, without
limitation, this section. You agree that no
joint venture, partnership, employment, or agency relationship exists between
you and TopDawg as a result of this agreement or use of the Website. TopDawg's
performance of this agreement is subject to existing laws and legal process,
and nothing contained in this agreement is in derogation of TopDawg's right to
comply with governmental, court and law enforcement requests or requirements
relating to your use of the Website or information provided to or gathered by
TopDawg with respect to such use. If any part of this agreement is determined
to be invalid or unenforceable pursuant to applicable law including, but not
limited to, the warranty disclaimers and liability limitations set forth above,
then the invalid or unenforceable provision will be deemed superseded by a
valid, enforceable provision that most closely matches the intent of the
original provision and the remainder of the agreement shall continue in effect. Unless otherwise
specified herein, this agreement constitutes the entire agreement between the
user and TopDawg with respect to the Website and it supersedes all prior or
contemporaneous communications and proposals, whether electronic, oral or
written, between the user and TopDawg with respect to the Website. A printed
version of this agreement and of any notice given in electronic form shall be
admissible in judicial or administrative proceedings based upon or relating to
this agreement to the same extent and subject to the same conditions as other
business documents and records originally generated and maintained in printed
form. It is the express wish to the parties that this agreement and all related
documents be written in English. VARIATION
TopDawg may revise
these terms and conditions from time-to-time. Revised terms and conditions will
apply to the use of this Website from the date of the publication of the
revised terms and conditions on this Website. Please check this page regularly
to ensure you are familiar with the current version. ASSIGNMENT
TopDawg may transfer,
sub-contract or otherwise deal with TopDawg’s rights and/or obligations under
these terms and conditions without notifying you or obtaining your consent. You may not transfer,
sub-contract or otherwise deal with your rights and/or obligations under these
terms and conditions. SEVERABILITY
If a provision of
these terms and conditions is determined by any court or other competent
authority to be unlawful and/or unenforceable, the other provisions will
continue in effect. If any unlawful and/or unenforceable provision would be lawful
or enforceable if part of it were deleted, that part will be deemed to be
deleted, and the rest of the provision will continue in effect. ENTIRE
AGREEMENT These terms and
conditions constitute the entire agreement between you and TopDawg in relation
to your use of this Website and supersede all previous agreements in respect of
your use of this Website. LAW
AND JURISDICTION These terms and
conditions will be governed by and construed in accordance with FLORIDA and any
disputes relating to these terms and conditions will be subject to the
exclusive jurisdiction of the courts of BROWARD COUNTY, FLORIDA. REGISTRATIONS
AND AUTHORIZATIONS TopDawg is a
registered corporation in Fort Lauderdale, Florida Top
Dawg Pet Supply, Inc
"Retailer" means the entity registering as
"Retailer" through the sign up form, where the entity wishes to
receive Dropshipping services from Suppliers in accordance with these terms.
"Retailer Order" means an order by a Retailer for
Products from the Supplier submitted through the TopDawg Platform.
"Services" means the services offered by TopDawg and
subscribed for by Retailer or Supplier.
"Shipping Price" means the fee listed on the TopDawg
Platform by postal carrier for Dropshipping any Products to End Customers;
"TopDawg Platform" or “Website” means TopDawg’s
online, web-based marketplace platform and linked marketplace applications,
such as Shopify and WooCommerce, that allows Retailers to purchase products
directly from suppliers who have subscribed to TopDawg’s services, which
products are to be dropshipped by such suppliers to the End Customer;
"Supplier" means a supplier who has subscribed to the TopDawg
Platform, primarily for the purpose of using the TopDawg Platform as a
marketplace for retailer to list supplier products on their online store and
having those products Dropshipped by that supplier to that Retailer’s End
Customers.
"User" means an employee, contractor or agent of a
Retailer or Supplier who is authorized by Retailer or Supplier to use the
Service, and who has been supplied a user account and password by Retailer or Supplier
(or by TopDawg at Retailer or Supplier’s request) for the Service.
If you are agreeing to these terms of use on behalf of an entity, you hereby
represent and warrant that you have all necessary permissions and authority to
agree to these terms of use and to bind the entity to its terms. In order to
use the TopDawg Platform and the Services, you may be required to provide
certain information, including personal information. All personal information
you provide will be treated in accordance with the TopDawg Privacy Policy, the
terms of which are incorporated by reference into this agreement.
6365 NW 6th Way, Suite 220, Fort Lauderdale, FL
33309
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