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 made available through the Ecosystem. Retail channels that may be restricted include but are not limited to Amazon, eBay, Wal-Mart, etc.

MAP PRICING REQUIREMENTS AND ENFORCEMENT

TopDawg reserves the right to enforce the Minimum Advertised Pricing (MAP) Policy on any (or all) products made available through the Ecosystem as required by the Supplier and in TopDawg’s sole discretion.

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 may be acceptable and may not be considered a violation of MAP Policy.

TopDawg may monitor the advertised prices of any product either directly or via the use of a third-party. 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 the Ecosystem or any part thereof 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.

Notwithstanding the foregoing, TopDawg reserves the right, in its sole discretion, to take any action it deems necessary or appropriate against any user of the Ecosystem, including without limitation termination, for MAP Policy violation or any breach of these Terms of Use.

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. TopDawg expressly disclaims all liability whatsoever for and in connection with cancelled or delayed Retailer Orders.

MEMBERSHIP PLANS, SERVICE FEES, AND MODIFICATIONS

In exchange for accessing the Services, Retailer agrees to pay TopDawg the fees outlined on the retailer membership plans and pricing page, accessible through the TopDawg Website or within the Ecosystem.

TopDawg retains the right to adjust membership plan fees, as well as any other fees and charges currently in effect, or introduce new fees and charges as necessary, without prior notice. Please note that TopDawg may also modify membership plan benefits without prior notice. You are accountable for any taxes linked to your utilization of the Services and products procured through the TopDawg Platform.

INVOICING AND PAYMENT

Membership fees for the Service will be invoiced on a monthly or annual 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 or annual cost is determined by the membership plan you are enrolled in with TopDawg. Fees are charged on your anniversary date—either monthly or annually, depending on your billing plan.

If you upgrade before your anniversary date, the new plan takes effect immediately, and you will be charged the cost of the new plan minus a prorated amount for the remaining time on your current plan. The full cost of the new plan will be charged on your next anniversary date.

For monthly plans, downgrades will take effect at the end of your current billing cycle, with no prorated refunds for the remaining time. Annual plans may only downgrade to another paid plan in the last 30 days of the billing cycle. However, you may downgrade to the free Start-Up Plan at any time, but access to current plan benefits will continue until the end of the billing cycle. No prorated refunds apply.

All upgrades or downgrades must be performed by the Retailer by logging into their TopDawg account and navigating to the My Membership section. Requests to downgrade by email, chat, or phone are not permitted, as they may cause delays. Changes made online are effective immediately.

TOTAL FEES & CHARGES (INCLUDING MEMBERSHIP PLAN FEES) ARE NON-REFUNDABLE

All fees and charges for products or services including those associated with the Start-Up, Business, Scale or Premier membership plans are non-refundable.

Once a subscription fee has been collected, we do not issue refunds. Although, you can downgrade at any time to the free Start-Up plan prior to your anniversary date/renewal date, and you will not be charged again for the cost of your previous plan.

TAXES; COMPLIANCE WITH LAWS

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 but not limited to value-added, goods and services, harmonized, sales, use or withholding taxes (collectively, "Taxes"). Retailer is responsible for paying all applicable authorities associated with any Retailer Orders or for which Retailer is legally responsible as a result of Retailer’s use of the Ecosystem. Retailer is solely responsible for compliance with all laws and regulations applicable to Retailer, and represents and warrants that Retailer has obtained and maintains in good standing all permits, licenses, consents, approvals, or other authorizations required by the laws and regulations applicable to Retailer.

Retailer shall indemnify and hold harmless TopDawg from and against any and all claims, damages, or other costs and expenses arising from or related to the foregoing, including all costs, attorney's fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought in connection therewith.

RESALE CERTIFICATES AND TAX COMPLIANCE

TopDawg does not require Retailers to submit a resale certificate to use our platform, except as required by the state of Florida. RETAILERS ARE SOLELY RESPONSIBLE FOR OBTAINING AND MAINTAINING ANY AND ALL RESALE CERTIFICATES REQUIRED BY THEIR LOCAL, STATE, OR REGIONAL TAX AUTHORITIES.

For Retailers located in Florida, a valid Florida Resale Certificate is mandatory in order to use TopDawg, as required by state tax regulations. Failure to provide a valid Florida Resale Certificate will result in suspension or termination of your account until compliance is met.

TopDawg shall be held harmless for any Retailer's failure to obtain, maintain, or provide a valid resale certificate as required by applicable law. It is the Retailer's responsibility to ensure compliance with all applicable tax laws and regulations. Retailers are responsible for paying any and all taxes, penalties, or fees resulting from non-compliance.

TopDawg assumes no liability for any consequences arising from a Retailer's failure to comply with these requirements. By using TopDawg's platform, you agree to indemnify and hold TopDawg harmless from any claims, liabilities, or damages resulting from your failure to maintain proper resale certification or tax compliance.

SHIPPING COSTS AND ESTIMATES

All shipping cost quotes provided by TopDawg are estimates based on the information available at the time of the quote. Please note that shipping prices can fluctuate daily and are subject to change at any time without prior notice. The actual shipping costs are determined by the shipping carrier at the time of shipment and may differ from the estimates provided.

TopDawg does not guarantee the accuracy of any shipping cost estimates and will not be held liable for any discrepancies between the estimated shipping costs and the final shipping costs charged by the carrier. It is the responsibility of the retailer to account for potential variations in shipping costs when listing products for sale.

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.

PRODUCT ORDER CANCELLATIONS AND REFUNDS

Product orders may be canceled at any time while the order has a status of "Pending Action." Once an order has any status other than "Pending Action," the order cannot be canceled but may be returned in accordance with the Supplier's return policy. All product orders that are canceled or require a refund will be credited back to the Retailer's TopDawg account.

If you decide you no longer wish to use the Ecosystem and have credit remaining in your account, TopDawg will issue a refund for the credit amount minus a 4 percent (4%) processing fee. This fee is applied to offset the merchant processing fees that TopDawg incurred when the order was initially placed. The refund will be issued to the default payment method on file at the time of your request.

RETURN POLICY

TopDawg sources products from multiple suppliers and manufacturers worldwide. Product return policies are determined independently by each Supplier and may vary significantly. Each Supplier provides TopDawg with their specific return policy, which is available in our master product catalog. These policies can be reviewed at the product level in the downloadable CSV spreadsheets or within the product details section of the TopDawg catalog.

Some Suppliers do not accept returns, while others offer return windows that may range from 7 to 90 days. Additionally, certain Suppliers may impose restocking fees. It is the Retailer's responsibility to review the applicable return policy for each product prior to purchase.

Products can only be returned in accordance with the specific Supplier's return policy. To initiate a product return, you must first contact TopDawg to obtain a Return Merchandise Authorization (RMA) number. Any returns attempted without an RMA number will be refused. If the items meet the eligibility criteria outlined by the Supplier's policy, TopDawg will provide the RMA number along with the return address.

All costs associated with product returns, including restocking fees and return shipping costs, are the responsibility of the Retailer or the Retailer's customer. Once the Supplier receives and processes the returned items, TopDawg will issue a credit to the Retailer's TopDawg account. This credit can be applied toward future product orders.

TopDawg will act in good faith to assist Retailers in enforcing supplier return policies but cannot guarantee outcomes or intervene in disputes beyond facilitating the process.

TOPDAWG EXPRESSLY DISCLAIMS ALL LIABILITY IN CONNECTION WITH PRODUCT RETURNS. THE RETAILER, SUPPLIER, AND CUSTOMER AGREE TO INDEMNIFY AND HOLD TOPDAWG HARMLESS FROM ANY COSTS OR DAMAGES INCURRED IN CONNECTION WITH THE RETURN OF ANY PRODUCT MADE AVAILABLE THROUGH THE TOPDAWG PLATFORM.

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.

AUTOMATIC ORDER DELIVERY CONFIRMATION

If an order placed through the TopDawg platform remains in pre-transit or transit status for 60 days from the order date, it will be automatically marked as delivered, regardless of whether the shipping carrier has scanned the package at the final destination or provided a delivery confirmation. This is due to frequent cases where carriers fail to update tracking statuses accurately, despite successful deliveries.

Retailers are responsible for monitoring their customers' orders and must submit a formal complaint to TopDawg's support team before the 60-day period expires if a package has not been received by their customer. Failure to report a missing delivery within this timeframe will result in the order being considered completed, and no further investigations, refunds, or reshipments will be processed by TopDawg.

WAIVER OF LIABILITY REGARDING DELIVERY

By using TopDawg's platform, Retailers acknowledge and agree that TopDawg is not liable or responsible for the delivery of any Retailer Orders. Retailers agree to hold TopDawg harmless and waive any claims, disputes, or actions against TopDawg in connection with any delivery issues, including, but not limited to, delays, non-delivery, incorrect or damaged deliveries, or any other delivery-related problems that may arise between the Retailer and the Supplier. All delivery-related issues are the sole responsibility of the Supplier and the Retailer.

YOUR RELATIONSHIP WITH TOPDAWG

You, as a reseller or potential reseller of products made available through the TopDawg Ecosystem, 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 of Use, and you do not have any authority of any kind to bind TopDawg in any respect whatsoever.

LISTING PRODUCTS

All products listed on the TopDawg Ecosystem 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 and without notice.

All products sold through the TopDawg Ecosystem must be brand new. Used, opened, or refurbished merchandise cannot be sold or shipped on the TopDawg Ecosystem. By agreeing to these Terms of Use, Supplier confirms the authenticity of its 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 the Ecosystem to promote the sale of their products through TopDawg's network of online retailers.

PACKING & SHIPPING GUIDELINES

TopDawg provides a shipping label and packing slip for every order. Only materials provided by TopDawg are allowed to be included with each shipment. No additional materials, including marketing materials, product inserts, or promotional items, may be added. The only items permitted in each shipment are the product(s) ordered, the packing slip, and packing materials such as bubble wrap, peanuts, or packing paper to prevent damage.

Suppliers must provide TopDawg with accurate package weight and shipping dimensions for each product. TopDawg relies on this information to generate appropriately priced shipping labels based on carrier rates. If the weight or dimensions provided by the Supplier are inaccurate and lead to unexpected shipping overage fees from the carrier, the Supplier will be responsible for reimbursing TopDawg for those fees. This reimbursement will be deducted from the Supplier's future payouts. It is essential for Suppliers to ensure that the shipping dimensions and weight they provide for every product listed in TopDawg's catalog are correct.

The Supplier is also responsible for any fees associated with scheduling a carrier pick-up. Since these shipments utilize our carrier account and are not part of regular pickups, an additional fee is charged per package. This surcharge can result in losses, as it may exceed what we collect from retailers. Any pickup fees billed to TopDawg will be deducted from the Supplier's future payments. To avoid these fees, Suppliers should either drop off packages at the carrier location or set up a regular pickup arrangement directly with the carriers. Furthermore, any carrier fees related to improper or non-standard packaging, as described above, will also be the Supplier's responsibility, with the reimbursement amount deduced from their future payouts.

All orders must be shipped within 48 hours (2 business days). Failure to ship orders within this timeframe may result in cancellation. TopDawg reserves the right to pause or terminate any Supplier account for non-compliance with these packing and 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.

SUPPLIER RETURN POLICIES

Suppliers using the TopDawg platform are required to provide accurate and comprehensive information regarding their return policies to ensure transparency and consistency for all parties involved. Each Supplier's return policy is included in the master product catalog and is accessible to Retailers at the product level through downloadable CSV spreadsheets or within the product details section of the TopDawg catalog.

Suppliers must submit and maintain accurate return policy details, which include return eligibility criteria such as the condition of items and acceptable return reasons, as well as the return windows, which can range from 7 to 90 days. Additionally, any applicable restocking fees or special conditions should be clearly outlined. Suppliers must also promptly communicate any changes to their return policies to TopDawg, as failure to provide accurate information could result in penalties, including the removal of products from the platform.

To initiate a return, Retailers are required to contact TopDawg to obtain a Return Merchandise Authorization (RMA) number. Returns attempted without a valid RMA number will be refused. Upon receiving a return request, TopDawg will verify if the return meets the eligibility criteria outlined in the Supplier's policy. If the return is deemed eligible, TopDawg will issue the RMA number and provide the return address supplied by the Supplier.

Suppliers bear the responsibility of promptly processing returned items upon receipt and verifying their condition. They must notify TopDawg of the outcome—whether accepted, rejected, or if a partial credit is issued—within five business days of receiving the returned item. Suppliers are required to disclose any restocking fees applicable to returns, which will be communicated to the Retailer in advance. Unless stated otherwise in the Supplier's policy, Retailers or their customers are responsible for all return shipping costs. In cases of fee disputes, Suppliers must provide clear documentation to support any fees deducted from refunds.

TopDawg serves as a facilitator in the return process and assists Retailers in enforcing Supplier return policies but does not guarantee outcomes or intervene in disputes beyond facilitating communication and processing RMAs. Suppliers agree to indemnify and hold TopDawg harmless from any claims, costs, or damages arising from return disputes, inaccuracies in return policy information, or failure to adhere to disclosed policies. Suppliers are solely responsible for all liabilities resulting from the return of their products.

Suppliers found to have provided inaccurate return policy information or failing to comply with outlined processes may face penalties, including removal from the platform. Furthermore, Suppliers will bear all costs incurred by TopDawg or Retailers due to inaccurate return policy information, which may include additional shipping or handling fees.

TopDawg reserves the right to modify this Supplier Return Policy at any time to ensure the efficiency and fairness of the return process. Suppliers will be notified of significant changes and are responsible for reviewing and adhering to the updated policy. TopDawg expressly disclaims all liability in connection with product returns, and Suppliers, Retailers, and customers agree to indemnify and hold TopDawg harmless from any costs or damages incurred in connection with the return of products made available through the TopDawg platform.

PAYOUTS TO SUPPLIERS

The TopDawg platform uses Stripe to facilitate payouts to Suppliers. The Stripe Recipient Agreement, available at https://stripe.com/legal/connect-account/recipient, applies to your receipt of such payouts. To receive payouts, you must provide TopDawg with accurate and complete business information and authorize TopDawg to share transaction details with Stripe for payment processing.

Suppliers will be paid the wholesale price for each item delivered, based on the wholesale price provided to TopDawg at the time the order is "Accepted " by the Supplier. Payouts are processed within 10 days of the order status being updated to "Delivered" by the shipping carrier. As a result, the faster a Supplier fulfills and ships an order, the sooner payment will be processed.

Suppliers are required to offer at least 30-day net payment terms; however, in most cases, payments are processed much sooner based on order fulfillment speed and carrier tracking updates.

In addition to any other rights or remedies provided by law, if a Supplier experiences delayed payouts due to incorrect information or other payment processing issues, they have the option to remove their products from the TopDawg platform and/or seek legal remedies as necessary.

TAXES

Unless otherwise stated, TopDawg's fees and Total Fees do not include any Taxes. In cases when the Supplier has nexus in a state where the product for an order is delivered and the Retailer does not hold a resale certificate for that state, the Supplier may be responsible for paying Taxes to state, federal or local authorities associated with those orders, excluding taxes based on TopDawg's net income or property. It is Supplier’s sole responsibility to evaluate and comply with all applicable laws and regulations related to Supplier payment of Taxes, and Supplier represents and warrants that it is, and at all times during Supplier’s use of the Ecosystem will remain, compliant and in good standing with all laws and regulations applicable to Supplier, including those relating to the payment of Taxes to any authority.

Supplier shall indemnify and hold harmless TopDawg from and against any and all claims, damages, or other costs and expenses arising from or related to the foregoing, including all costs, attorney's fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought in connection therewith.

CONTRACT BETWEEN RETAILER AND SUPPLIER

Where Retailer submits a Retailer Order through the TopDawg Ecosystem 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 A PARTY TO ANY CONTRACT BETWEEN SUPPLIER, RETAILER, END USER OR ANY OTHER PARTY (OR ANY COMBINATION THEREOF) AND TOPDAWG EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH ANY SUCH CONTRACT.

NO MARKETING MATERIALS; NON CIRCUMVENTION

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.

You shall not, directly or indirectly, except in collaboration with or with the prior express written consent of TopDawg: (a) enter into any transaction with any parties introduced or otherwise made available to you for interaction by the Ecosystem (the "Introduced Party") similar to, in competition with, or which otherwise could have the effect of preventing TopDawg from receiving the full benefit of, the transactions contemplated by these Terms of Use and/or your use of the Ecosystem; or (b) solicit the Introduced Party to enter into any such transaction.

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 Ecosystem (including any part thereof) at any time and for any reason or no reason without any liability to TopDawg at any time and without notice.

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.

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Ecosystem will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE ECOSYSTEM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE ECOSYSTEM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE ECOSYSTEM IS AT YOUR OWN RISK. THE ECOSYSTEM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE ECOSYSTEM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE ECOSYSTEM. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE ECOSYSTEM, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE ECOSYSTEM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR ECOSYSTEM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE ECOSYSTEM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE ECOSYSTEM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

We do not manufacture or control any of the Products offered on the Ecosystem. The availability of Products through the Ecosystem does not indicate an affiliation with or endorsement of any product, service, or manufacturer. Accordingly, we do not provide any warranties with respect to any products (including the Products) offered on through the Ecosystem.

ALL PRODUCTS OFFERED THROUGH THE ECOSYSTEM ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

YOU AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER'S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO YOU.

LIMITATIONS OF LIABILITY

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE ECOSYSTEM, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE ECOSYSTEM OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE

DISPUTE RESOLUTION AND BINDING ARBITRATION

(a) YOU ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

(b) The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this Section 12. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.

The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.

(c) You may elect to pursue your claim in small-claims court rather than arbitration if you provide us with written notice of your intention to do so within 60 days of the occurrence of the event giving rise to your claim. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.

(c) You may elect to pursue your claim in small-claims court rather than arbitration if you provide us with written notice of your intention to do so within 60 days of the occurrence of the event giving rise to your claim. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.

(d) You agree to an arbitration on an individual basis. In any dispute, YOU WILL NOT BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER PARTIES IN COURT OR ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.

REASONABLENESS

By using the Ecosystem , you agree that the Terms of Use are reasonable. If you do not think they are reasonable, do not use or access the Ecosystem.

UNENFORCEABLE PROVISIONS

If any provision of these Terms of Use is, or is found to be, unenforceable under applicable law, that will not affect the enforceability of the other provisions of these Terms of Use.

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 defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Ecosystem, including, but not limited to, your user contributions, any use of the Ecosystem’s content, services (including the Services), and products (including the Products) other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Ecosystem.

ASSIGNMENT

TopDawg may transfer, sub-contract or otherwise deal with TopDawg's rights and/or obligations under these Terms of Use 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 of Use.

ENTIRE AGREEMENT

These Terms of Use and the Privacy Policy constitute the entire agreement between you and TopDawg in relation to your use of the Ecosystem and supersede all previous agreements in respect of your use of the Ecosystem.

LAW AND JURISDICTION

These Terms of Use will be governed by and construed in accordance with the laws of the state of FLORIDA and any disputes relating to these terms and conditions will be subject to the exclusive jurisdiction of the courts of BROWARD COUNTY, FLORIDA.