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.

"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.

"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

"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.

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:

  • sell, rent or sub-license material from the Website;
  • reproduce, duplicate, copy or otherwise exploit material on this Website for a commercial purpose;
  • republish material from this Website (including republication on another Website) excluding product photos and descriptions for the purpose of resale;
  • show any material from the Website in public;
  • edit or otherwise modify any material on the Website; or
  • redistribute material from this Website, except for content specifically and expressly made available for redistribution.
  • use the Services and/or Products listed on the TopDawg Platform for the purpose of charging a fee, subscription fee or membership fee to gain access to such Services or Products on any platform not operated and owned by TopDawg.
  • use the Services and/or Products listed on the TopDawg Platform to advance a person’s commercial or economic interests, such as by inducing another person to buy, rent, lease, join, subscribe to, provide, or exchange products, goods, property, information, or services, or enabling or effecting, directly or indirectly, a commercial transaction for any purpose other than that of a Retailer using the Services provided by TopDawg to resale Products, and as defined by the TopDawg terms of use.

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.

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.

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.

14-DAY FREE TRIAL

TopDawg offers a 14-day risk free trial for all membership plans. There are no fees for the first 14 days, and you can cancel at any time during the 14-day trial period with no cancelation fee.

Please note: Product purchases, as well as any applicable taxes and shipping costs, are not included in the 14-day free trial and must be paid for at the time of purchase.

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

All accounts require a monthly membership fee to remain active after the free trial period. All active accounts require a valid credit card to remain on file for product purchases and membership fee billing. Your monthly cost is determined based on the Membership Plan you chose when you signed up 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.

 

CHANGE OF MEMBERSHIP PLAN / CREDIT EXAMPLE:

 

Cost of New Plan

 

You upgrade to the $24 plan, with 15 days remaining on your previous plan.

 

 

Credited (Discount) Amount

 

Your previous plan was $19

 

You have a credit of $9.50 for the remaining 15 days on your previous plan.

 

This credit will be applied to the cost of your new plan.

 

 

 

 

New plan cost

+

 $24.00

 

Previous plan credit

  $9.50

 

Initial upgrade cost

=

  $14.50

 

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

Product return policies are determined by each supplier independently. Each supplier provides TopDawg with their individual return policy, which is outlined in our product catalog. TopDawg will work with Retailer in good faith in respect of enforcing such return policy. 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.

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:

  • this Website will be constantly available, or available at all; or
  • the information on this Website is complete, true, accurate or non-misleading.

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:

  • for any indirect, special or consequential loss; or
  • to the extent that the Website is provided free-of-charge, for any direct loss;
  • for any business losses, loss of revenue, income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, or loss or corruption of information or data.

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:

  • death or personal injury caused by TopDawg’s negligence;
  • fraud or fraudulent misrepresentation on the part of TopDawg; or
  • matter which it would be illegal or unlawful for TopDawg to exclude or limit, or to attempt or purport to exclude or limit, its liability.

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
6365 NW 6th Way, Suite 220, Fort Lauderdale, FL 33309
Contact Us