Last updated: September 2020
AGREEMENT TO TERMS
These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”, ‘Client’) and TopPlacer Inc. (“Company”, “we,” “us” or “our”), concerning your participation in TopPlacer Award Program (“Service”) and/or your access to and use of the http://www.topplacer.com website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”).
You agree that by accessing the Site, you have read, understood, and agree to be bound by all of these Terms and Conditions. If you do not agree with all of these Terms and Conditions, then you are expressly prohibited from using the Site and you must discontinue use immediately.
Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms and Conditions at any time and for any reason.
We will alert you about any changes by updating the “Last updated” date of these Terms and Conditions, and you waive any right to receive specific notice of each such change.
It is your responsibility to periodically review these Terms and Conditions to stay informed of updates. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms and Conditions by your continued use of the Site after the date such revised Terms and Conditions are posted.
The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country.
Accordingly, those persons who choose to access the Site from other locations do so on their initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
2. PROHIBITED ACTIVITIES
You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Site, you agree not to:
systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means to send unsolicited email, or create user accounts by automated means or under false pretenses.
use the Site to advertise or offer to sell goods and services.
circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
engage in unauthorized framing of or linking to the Site.
the trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as passwords;
make improper use of our support services or submit false reports of abuse or misconduct.
engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
attempt to impersonate another user or person or use the username of another user.
use any information obtained from the Site (“Content”) to harass, abuse, or harm another person.
use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.
decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
delete the copyright or other proprietary rights notice from any Content.
upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
except as may be the result of a standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
use the Site in a manner inconsistent with any applicable laws or regulations.
3. USER REPRESENTATIONS
By using the Site, you represent and warrant that:
all registration information you submit will be true, accurate, current, and complete;
you will maintain the accuracy of such information and promptly update such registration information as necessary;
you have the legal capacity and you agree to comply with these Terms and Conditions;
you have the legal capacity and permission to request our service on behalf of your company;
you will not use the Site for any illegal or unauthorized purpose;
your use of the Site will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate the TopPlacer certification service and refuse any and all current or future use of the Site (or any portion thereof) and our service.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.
You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
5. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication is in writing.
YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE.
You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
6. THIRD-PARTY WEBSITES AND CONTENT
The Site may contain (or you may be sent via the Site) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content").
Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content.
Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware of these Terms and Conditions no longer govern.
You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party.
You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
7. INTELLECTUAL PROPERTY RIGHTS
All intellectual property on the Website is owned by us or our licensors, which includes materials protected by copyright, trademark, or patent laws. All trademarks, service marks, and trade names are owned, registered, and/or licensed by us. All content on the Website including but not limited to text, software, code, designs, graphics, photos, sounds, music, videos, applications, interactive features, and all other content is the proprietary property of the Company.
The Content is provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms and Conditions, no part of the Site and no Content may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
8. COPYRIGHT INFRINGEMENTS
We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify us using the “Contact Us” form and provide the following information:
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of the copyrighted work that you claim has been infringed;
A description of where the material that you claim is infringing is located on the Site;
Your address, telephone number, and email address;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
9. USE OF COMPANY MATERIALS
We may provide you with certain information as a result of your use of the Website including, but not limited to, documentation, data, or information developed by us, and other materials that may assist in the use of the Website or Services ("Company Materials"). The Company Materials may not be used for any other purpose than the use of this Website and the services offered on the Website. Nothing in these Terms and Conditions may be interpreted as granting any license of intellectual property rights to you.
10. SITE MANAGEMENT
We reserve the right, but not the obligation, to:
monitor the Site for violations of these Terms and Conditions;
take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms and Conditions, including without limitation, reporting such user to law enforcement authorities;
in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof;
otherwise, manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.
11. CERTIFICATION SERVICE TERMS AND CONDITIONS
11.1 Service Description
We provide a voluntary restaurant certification service (“Service”) based on our criteria described in the “TopPlacer Guide” (“Certification Criteria”). The Service implies that some criteria mentioned in the “TopPlacer Guide” are assessed using a mystery guest approach.
11.2 Client Responsibility
By accepting these Terms and Conditions the Client (or its representative) agrees to provide all necessary support and assistance during the certification process. It includes but is not limited to: provide access to dining and kitchen areas; make personnel available for interviews; present supporting documents if certification criteria require proof of compliance. The Client is responsible to instruct his personnel about the upcoming certification audit and ensure that there is a responsible for audit person at any moment within the certification window.
If the certification passes, the Client has to put the award certificate in a highly visible place for visitors. Certification stickers have to be placed at the entrance door or restaurant window. The Client must not use TopPlacer brand elements if the certification is expired.
By accepting these Terms and Conditions the Client agrees not to make, disseminate or publish any statements critical of the Company, or any of its Directors, officers, or employees, including in any social media, blog or e-mail, or otherwise speak negatively about, disparage or demean the reputation of the Company or any such persons other than truthful communication required by law.
The certification fee must be paid in full before the certification commences. The invoice and payment instructions will be provided by the Company. The Client is responsible to pay the certification fees and all applicable taxes within 14 days after the invoice is sent. All payments hereunder are nonrefundable, non-assessable, and fully earned when delivered to the Company and not subject to any rights of set-off. The company, at its discretion, may charge processing fees for some types of transactions.
11.4 Certification Date and Time
The Client will be provided with an approximate certification date period after the full payment is done. The certification day and time will be chosen at our sole discretion during the normal business hour of the Client. We normally don’t provide the exact day and time since the audit starts with the mystery guest approach.
11.5 Certification validity period
The TopPlacer certificate is valid for 2 ( two) years from the day of the certification. If the client doesn’t renew the certification and takes no actions for recertification, the certification will lapse and the client will not be permitted to use the TopPlacer credentials in its business.
It is the responsibility of the Client to take down all materials from the Certification package (Certificate, stickers, reference on the web pages, etc.) after expiration of the certification.
11.6 Certification Termination
The audit process may be terminated and certification is deemed failed if the Client fails in his responsibilities, or the Client’s personnel impede the certification or doesn't provide enough support, or if there are safety concerns.
The company reserves rights to revoke TopPlacer certification at its sole discretion if there is a ground to believe that the Client no longer complies with certification criteria, or violated these Terms and Conditions.
11.7 Force Majeure
In no event shall the Company be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities; it being understood that the Company shall use reasonable efforts to resume performance as soon as practicable under the circumstances.
12. PAYMENT PROCESSING
When you provide a payment instrument to us, you confirm that you are permitted to use that payment instrument. When you make a payment, you authorize us (and our designated payment processors - Paypal, Strive) to charge the full amount to the payment instrument you designate for the transaction. You also authorize us to collect and store that funding instrument, along with other related transaction information.
If you pay by credit or debit card, we may obtain a pre-approval from the issuer of the card for an amount as high as the full price. If you cancel a transaction before completion, this pre-approval may result in those funds not otherwise being immediately available to you.
We may cancel any transaction at our sole discretion.
To prevent financial loss to you or us, we may contact your funding instrument issuer, law enforcement, or affected third parties (including other users) and share details of any payments you are associated with, if we believe doing so may prevent financial loss or a violation of the law.
If you access the Site from the European Union, Asia, or any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States and/or Canada, and you expressly consent to have your data transferred to and processed in the United States and/or Canada.
We receive, collect, and store any information you enter on our website or provide us in any other way. In addition, we collect the Internet protocol (IP) address used to connect your computer to the Internet; e-mail address; computer and connection information, and purchase history. We may use software tools to measure and collect session information, including page response times, length of visits to certain pages, page interaction information, and methods used to browse away from the page. We may also collect some personally identifiable information (including name, email, password, communications); payment details (including credit card information), comments, feedback, product reviews, recommendations, and personal profile. During the course of providing our Service, we may collect information about your work process, including but not limited to: photos of your business premises, equipment, and staff used ( dining area, kitchen area, meals, menu, equipment, etc); audio and/or video recording of the certification process including an interview with your personnel and experience received as a mystery guest; auditors observations and notes made during the course of the certification process.
ALL INTELLECTUAL PROPERTY AND RELATED MATERIAL THAT IS DEVELOPED OR PRODUCED AND COLLECTED DURING THE CERTIFICATION PROCEDURE WILL BE THE PROPERTY OF THE COMPANY. THE CLIENT IS GRANTED A NON-EXCLUSIVE LIMITED-USE LICENSE OF THIS INTELLECTUAL PROPERTY. Title, copyright, intellectual property rights, and distribution rights of the Intellectual Property remain exclusively with the Company. The Company owns copyright over all materials, notes, images, photos, and video material collected and/or generated by us.
Our company is hosted on the Wix.com platform. Wix.com provides us with an online platform that allows us to sell our services to you. Your data may be stored through Wix.com’s data storage, databases, and general Wix.com applications. They store your data on secure servers behind a firewall. We may also use Google Drive service to store the information collected during the certification process.
All direct payment gateways offered by Wix.com, Stripe, and Paypal used by our company adhere to the standards set by PCI-DSS as managed by the PCI Security Standards Council, which is a joint effort of brands like Visa, MasterCard, American Express, and Discover. PCI-DSS requirements help ensure the secure handling of credit card information by our store and its service providers.
14. TERM AND TERMINATION
These Terms and Conditions shall remain in full force and effect while you use the Site or hold TopPlacer award. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS AND CONDITIONS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN TOPPLACER AWARD PROGRAM
In addition to terminating or suspending your participation in TopPlacer Award Program, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
15. MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time.
We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.
We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors.
We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site.
Nothing in these Terms and Conditions will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE, SERVICE, AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF SERVICE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
17. LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF ONE HUNDRED ($100) CANADIAN DOLLARS OR THE AMOUNT YOU PAID TO US.
18. DISPUTE RESOLUTION
The Parties agree to attempt initially to solve all claims, disputes, or controversies arising under, out of, or in connection with this Agreement by conducting good faith negotiations. If the Parties are unable to settle the matter between themselves, the matter shall thereafter be resolved by alternative dispute resolution, starting with mediation and including, if necessary, a final and binding arbitration. Any such arbitration shall be held in Ontario, Canada. Any legal action of whatever nature brought by either you or us shall be commenced or prosecuted in the province of Ontario and the Parties hereby consent to and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such province and courts.
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) participation in TopPlacer Award Program; (2) use of the Site; (3) breach of these Terms and Conditions; (4) any breach of your representations and warranties set forth in these Terms and Conditions; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of our services
Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.