TERMS AND CONDITIONS

TOP SCHOLAR INC.  TERMS AND CONDITIONS

Top Scholar is a service of Top Scholar Inc. For purposes of this document, “Services” shall include (a) the Website (as defined below), (b) the services provided by the Website through subscription and (c) the Contents (as defined below).  The Top Scholar Services are subject to the following Terms and Conditions.  By visiting this website (collectively, including all Content (as defined below) available through the www.topscholar.co domain name, the “Top Scholar Website” or “Website”) or using the Top Scholar Services, You (the “You” or “User”) accept these Terms and Conditions and the terms and conditions of Top Scholar’s Privacy Policy which are incorporated herein by reference, and agree to be bound by them.  If You do not agree to these terms, then please do not use the Top Scholar Website.Top Scholar reserves the right to change or amend these Term and Conditions or Privacy Policy at any time and to notify You by posting an updated version of the Term and Conditions on this Website. The amended Terms and Conditions or Privacy Policy, as the case may be, shall be effective immediately upon posting.

1. LICENSE AND INTELLECTUAL PROPERTY RIGHTS

(a)    Grant of limited License. Top Scholar grants You a non-exclusive, non-transferrable, limited license to view and use the Services for which You have subscribed through the Website, including the number of users for whom you have purchased the Services (the “Order”), in strict conformity with these Terms and Conditions.  The Services are provided as described in and subject to the Scope of the Order and access will be authorized only for the maximum number of authorized users set forth in the Order.

(b)    Intellectual Property Rights. The Services and all data, text, images, music, sounds, photographs, graphics, video, content, programming and software or other materials made available through the Website (collectively the “Contents”) are owned by Top Scholar, and/or its licensors as well as third party content providers and are protected by applicable domestic and international copyright trademark, service mark, patent or other proprietary rights and laws.  You are strictly prohibited from and shall not record, copy, distribute, publish, perform, modify, download, transmit, transfer, sell, license, reproduce, create derivative works from or based upon, distribute, post, publicly display, frame, link, or in any other way exploit any portion of the Service or the Contents, in whole or in part. Any rights not expressly granted to You are reserved. Any violation of copyright laws may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

(c)    Non-Commercial/Personal Use Limitation. Top Scholar, grants You this limited license for the limited purpose of personal use, and not for any commercial purpose. No business entity (e.g., corporation, partnership, sole proprietorship) is licensed to use this Website, without prior written permission from TopScholar. You hereby agree not to use the Services or the Contents, or portion thereof, for any commercial purpose whatsoever.

(d)    Scope and Responsibility for Other Users.  You hereby understand and agree that if your Order is for any user other than yourself, the number of users authorized to access the Services shall be the number set for in your Order.  You further understand and agree that it is your responsibility to ensure that all users to whom you provide access within the scope of your Order will abide by the terms and conditions hereof.  Without prejudice to any other right that Top Scholar may have against each user, Top Scholar will hold you fully responsible for any breach of these Terms and Conditions by any user to whom you provide access.

2. SERVICES AND CONTENTS

(a)    Services.  The Services are as described on the Website.   You understand and agree that some services, including particular Contents or programming may become inaccessible or unavailable for viewing or access at any time and for any reason.  Top Scholar shall have no liability with respect to such inaccessibility or unavailability.

(b)    Nature of Services.Top Scholar offers its Services for education purposes only. It does not warrant the truth or validity of the information contained on its Website. You acknowledge and understand that, because of the possibility of human and mechanical error, mistakes or omissions in the data or information provided, delays or interruptions of the data or information stream from whatever cause, as well as other factors, Top Scholar is not responsible for errors in or omissions from the information contained or accessed through the Website.

(c)    Third-Party Content.  Each third-party contributor of the Contents is solely responsible for the accuracy, reliability, nature, rights clearance, compliance with law and legal restrictions associated with their contribution, and Top Scholar shall have no responsibility or liability therefor. In addition, the Website may contain links to websites that are not owned or controlled by Top Scholar. Top Scholar assumes no responsibility for the content, privacy policies, or other practices of third-party websites. You are encouraged to read the terms and other policies of such websites. By using the Services, You agree that Top Scholar shall not be liable in any manner due to your use of any third-party content or website. In addition, Top Scholar cannot and will not censor or edit the content of any third-party site. By using the Services, You expressly relieve Top Scholar from any and all liability arising from your use of any third-party website.

(d)    Transmission of Personal Data.You acknowledge and agree that by providing Top Scholar with any personal or proprietary user information through the Website, you consent to the transmission of such personal or proprietary user information over international borders as necessary for processing in accordance with Top Scholar’s’ standard business practices. You should be aware that linked websites may contain transmission of personal data provisions that differ from the provisions provided herein. Top Scholar is not responsible for such provisions, and expressly disclaims any and all liability related to such provisions.

(e)    Nature of Content. Top Scholar offers video content of various types including, but not limited educational materials and does not warrant that all Content. Minors should only access this Website with parental permission.

(f)    Registration and Account.  When registering your account, You must provide true, accurate and complete information as requested, including a valid email address.

(g)     Username/Password.Top Scholar may issue You a username and/or password for access to certain portions of, or services provided via the Website. You must hold and secure any such username or password as strictly confidential. Accordingly, You shall not allow friends, family, business associates or other persons access to or use of such username or password. Top Scholar shall not be responsible whatsoever in the event that your password is misappropriated by a third party. You must notify Top Scholar immediately of any breach of security or unauthorized use of your account. Although Top Scholar will not be liable for your losses caused by any unauthorized use of your account, You may be liable for the losses incurred by Top Scholar or others due to such unauthorized use.

(h)    Use of Cookies. Top Scholar reserves the right to store information on a user’s computer in the form of a “cookie” or similar file for purposes of modifying the Website to reflect users’ preferences. The Top Scholar Privacy Policy provides additional information regarding Top Scholar’s use of cookies.

(i)     Use of Personal Contact Information Provided.Top Scholar may use the personal contact information collected from You (email address, telephone number of postal address) to contact you for customer service and survey purposes.  Top Scholar may also use your contact information to send you marketing or promotional materials.  You may opt out of receiving promotional and/or marketing materials by following the “Unsubscribe” link once you receive the first such communication from Top Scholar.

(j)     No Misuse of the Services; Use of Services in Accordance with the Law. You are prohibited from misusing the Services; by way of example, You may not interfere with the Services or try to access them using a method other than the interface and the instructions provided by Top Scholar.  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 only use the Services as permitted by law, including applicable export and re-export control laws and regulations.  Top Scholar may suspend or stop providing our Services to you if you do not comply with our terms or policies.

(k)    Linked Sites.  The Website may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of Top Scholar  and Top Scholar  is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Top Scholar  is not responsible for webcasting or any other form of transmission received from any Linked Site. Top Scholar  is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Top Scholar  of the site or any association with its operators.

(l)     Internet Requirements.  In order to use the Service, you must first obtain access to the Internet, either directly or through devices that access web-based content, and pay any service fees associated with such access.

3.     PRICING, PAYMENT AND MEMBERSHIP

(a)    Pricing.Top Scholar Services are available at different price points as advertised on the Website. Top Scholar reserves the right to change the pricing at any time.

(b)    Payment Methods. For all web-based purchases, all payments must be made by means of a valid credit card or via Paypal.  Top Scholar accepts major credit cards including, Visa and MasterCard. Please be sure to provide the exact e-mail address, telephone number and the billing address your credit card bank has on file for you. Incorrect information may cause a delay in processing your order. If your credit card transaction is approved, and completed through our payment system, then gets charged back or refused for any reason (“Bank Charge Back”), You will be charged a $25.00 Chargeback fee to cover our bank charges.

(c)    Subscription Expiry; Reinstatement Fee.  Once your subscription expires, you are required to contact Top Scholar to renew your subscription.  If your subscription is blocked by Top Scholar for any reason (such as failure to pay or breach of these Terms and Conditions) or if you request to put a temporary block on your subscription, a fee of $25 will be charged to reactivate your account.

(d)    Membership.  You can find the specific details regarding your membership with Top Scholar at any time. Simply sign in to your Top Scholar account, go to the Settings and Preferences area and manage your settings. You can also email us at support@topscholar.co .

4.    NO CANCELLATION OR REFUND POLICY

 Top Scholar does not provide any Cancellation or Refund on the sale of its Services.  All sales are final and no refunds are provided.

5.   LIMITED WARRANTY; LIMITATION OF LIABILITY; INDEMNIFICATION

(a)    Limited Warranty. Top Scholar warrants that Services will be provided using a commercially reasonable level of skill and care.

(b)    Limitation of Liability; General. By using the Website, You expressly agree that use of the Website is at your sole risk. The Website is provided on an “AS IS” and “as available” basis. Neither Top Scholar nor any of its respective affiliated entities or each of their respective officers, directors, employees, agents, third-party content providers, designers, contractors, distributors, merchants, sponsors, licensors or the like (collectively, “Affiliates”) warrant that use of the Website will be uninterrupted or error-free or free from viruses, security breaches or the like. Neither Top Scholar nor its Affiliates warrant the accuracy, integrity or completeness of the Services offered the Website nor that use of the Services will lead to any specific result or performance ability. Top Scholar makes no warranty that the Contents in this Website are legal, appropriate or available for use in all geographic locations. Those who choose to access this Website do so at their own risk and are responsible for compliance with any and all applicable local laws, if and to the extent such local laws are applicable.  You understand and agree that some Contents may be provided by third parties and Top Scholar shall have no responsibility or liability therefor.

(c)    EXCEPT AS SPECIFICALLY PROVIDED IN THESE TERMS AND CONDITIONS, TOP SCHOLAR DOES NOT MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, A WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMES, WARRANTIES OF TITLE OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, WITH RESPECT TO THE SERVICES OR CONTENTS SOLD THROUGH THE WESITE. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE AND THE ACCURACY OR COMPLETENESS OF THE CONTENT OR DATA MADE AVAILABLE VIA THE SITE IS ASSUMED SOLELY BY YOU.

(d)   TOP SCHOLAR SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE WEBSITE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(e)    THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO, THE TRANSMISSION OF ANY VIRUSES WHICH MAY INFECT A USER’S EQUIPMENT, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS (E.G., YOU CANNOT ACCESS YOUR INTERNET SERVICE PROVIDER), UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, STRIKES OR OTHER LABOUR PROBLEMS OR ANY FORCE MAJEURE. TOP SCHOLAR CANNOT AND DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE WEBSITE.

(f)    WITHOUT WAIVING THE EXCLUSIVE GOVERNING LAW CLAUSE BELOW, SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF TOP SCHOLAR SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

(g)    Indemnity.  You agree to defend, indemnify and hold harmless Top Scholar from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Website; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right. These defense and indemnification obligations will survive these Terms and Conditions and your use of the Website.

6.    GENERAL TERMS.

(a)    Notices.Notices by Top Scholar to You may be given by means of a general posting on the Website. Notices (including questions, complaints, or legal notices) by You may be given by electronic messages or conventional mail, as follows: (i) Electronic mail (e-mail) must be sent to info@Top Scholar.com;  (ii) Mail and courier deliveries must be sent to: Top Scholar Inc. 555 North Point Center, Suite 400, Alpharetta, GA 30022.

(b)    Governing Law/Forum Selection. These Terms and Conditions are governed by the laws of the State of Georgia, without regard to conflict of laws principles. You hereby consent to the exclusive jurisdiction and venue of the courts in the State of Georgia in any and all claims or disputes arising out of, to enforce, construe, or otherwise relating to these Terms and Conditions or this Website.

(c)    Written Agreement. These Terms and Conditions constitute a written agreement between You, and Top Scholar. A printed version of these Terms and Conditions, and of any notice given in electronic form related to these Term and Conditions, shall be admissible in judicial or administrative proceedings to the same extent, and subject to the same restrictions, as other business contracts, documents, or records originally generated and maintained in printed form. Furthermore, You hereby waive any and all defenses You may have based on the electronic form of these Terms and Conditions and the lack of signing by the parties hereto to execute these Terms and Conditions.

(d)    Entire Agreement. These Terms and Conditions constitute the entire agreement between You and Top Scholar related to this Website and the Services. These Terms and Conditions supersede all prior written, oral, or electronic agreements between You and Top Scholar relating to this Website.

(e)    Limitation of Cause of Action.You and Top Scholar agree that any cause of action arising out of or related to the Services must commence within one (1) year after the cause of action arose or be forever barred.

(f)    Ability to Accept Terms of Service.  You affirm that You are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service.

(g)    Assignment.  You may not assign your rights and obligations hereunder.  However, Top Scholar’s rights and obligations are fully assignable.

(h)    Modifications.Top Scholar has the right to modify these Terms and Conditions and any policies affecting the Website.  Any modification is effective immediately upon posting to the Website. Your continued use of the Website shall be conclusively deemed an acceptance of all such modification(s). Your only right with respect to any dissatisfaction with any modifications made pursuant to this provision, or any policies or practices of Top Scholar in providing the Website, including without limitation (i) any change in the Content, or (ii) any change in the amount or type of fees associated with the Services, is to cancel your subscription in accordance herewith.  Top Scholar has the right to modify, suspend or discontinue the Website or any portion thereof at any time. Top Scholar may also impose limits on certain features and services or restrict your access to parts or all of the Website without notice or liability.

(i)      Waiver and Severability.The failure of either party to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision.If any part of these Terms and Conditions 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 these Terms and Conditions shall continue in full force and effect.

(j)     Privacy Policy.  It is Top Scholar’s policy to respect the privacy of our users. Please click on the “Privacy Policy” hypertext link located at the bottom of our Web pages to view our policy.

(k)    Access to Your User Account. You specifically agree that Top Scholar may access your user account where necessary.

(l)     Order Acceptance.  Your receipt of an electronic or other form of order confirmation does not signify Top Scholar acceptance of your order, nor does it constitute confirmation of our offer to sell. Top Scholar reserves the right at any time after receipt of your order to accept or decline your order for any reason whatsoever, with no liability whatsoever

(m)  Termination. Top Scholar may terminate your access to any part or all of the Services at any time, if Top Scholar decides in its sole and absolute discretion for any reason whatsoever to do so, Top Scholar’s total and absolute liability to You will be to refund the unused cost of the Services less any claim for set-off Top Scholar may have against You. If Top Scholar terminates your subscription based on a breach of any portion of these Terms and Conditions, Top Scholar reserves the right to refuse to provide Services to You in the future.

(n)    Violations. Top Scholar reserves the right to seek all remedies available at law and in equity for violations of these Terms and Conditions, including but not limited to the right to block access from a particular Internet address to the Website.