TOPTRACKER

TERMS AND CONDITIONS

BEFORE USING OR ACCESSING THE TOPTRACKER TIME TRACKER WEB APPLICATION SOFTWARE ACCESSIBLE AT https://tracker.toptal.com/ AND RELATED SERVICES (THE “SERVICE”) PROVIDED BY TOPTRACKER LLC (“TOPTRACKER”), YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS (THIS “AGREEMENT”). USING OR ACCESSING THE SERVICE INDICATES YOUR ACCEPTANCE OF THIS AGREEMENT AND ESTABLISHES A BINDING AND EXECUTED WRITTEN AGREEMENT BETWEEN YOU AND TOPTRACKER. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICE.

1. Privacy Policy. Your use of the Service and right to use the Service is subject to TopTracker’s Privacy Policy that may be made available to you from time to time and is accessible at https://tracker.toptal.com/privacy (the “Privacy Policy”). The Privacy Policy will be deemed incorporated by reference in this Agreement, and for purposes of the Privacy Policy, the Service shall be deemed part of the “Service” and “Site” as defined therein. In the event of any inconsistency between this Agreement and the Privacy Policy, this Agreement will control.

2. Use; License Grant. The Service is licensed to you for your personal use or internal business or professional purposes consistent with the terms of this Agreement. Upon registering for the Service, TopTracker may make the Service accessible to you via downloadable software files or via a web application. TopTracker grants you a limited license to use the Service solely for your personal use consistent with the terms of this Agreement.

3. Proprietary Rights. You agree that you will not (a) disclose the Service or any software provided in connection with the Service (“Software”) or the ideas, techniques and concepts contained therein or any other information relating to the Service or the products, services, technology or business of TopTracker (collectively, “Confidential Information”), to any third party without the prior written consent of TopTracker, (b) use any Confidential Information other than as necessary to use the Service or any Software consistent with the terms of this Agreement, (c) copy the Service or Software or any portion thereof, or (d) use the Service or Software for any purpose except as expressly authorized in this Agreement. The Software, including any documentation, is subject to the protection of the copyright laws of the U.S. and foreign jurisdictions, which prohibit unauthorized copying and distribution of copyrighted works. The Software and documentation incorporate TopTracker’s proprietary and confidential algorithms and techniques that are subject to legal protection as trade secrets. TopTracker reserves all rights not expressly granted to you, including all title and exclusive ownership of the Service, any and all Software or updates thereto and source code for the Service.

5. Disclaimers; Limitations of Liability. THE SERVICE IS PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND. TOPTRACKER DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS RELATING TO THE SERVICE, WHETHER EXPRESS, IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATION, WARRANTY, OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. IN NO EVENT WILL TOPTRACKER BE LIABLE FOR (A) LOSS OF PROFITS, REVENUE, OR LOSS OR INACCURACY OF DATA, OR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, OR (B) ANY AMOUNTS IN EXCESS OF ONE HUNDRED DOLLARS ($100), EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some states and other jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, TOPTRACKER’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

6. Dispute Resolution; Jury Waiver. This Agreement shall be governed, and will be construed and enforced in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. In any action between or among any of the parties, whether arising out of this Agreement or otherwise, each of the parties irrevocably and unconditionally (a) consents and submits to the exclusive jurisdiction and venue of the state and federal courts located in Wilmington, Delaware; and (b) waives any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement or any transaction completed hereby.

7. Miscellaneous. This Agreement (including TopTracker’s Privacy Policy, as incorporated by reference herein) is the entire agreement between you and TopTracker relating to your use of the Service and supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to its subject matter. The failure of TopTracker to exercise or enforce any right or provision of this Agreement will not be a waiver of that right. Any notices to TopTracker in connection with this Agreement will be made by email transmitted to toptracker@toptal.com provided that you also send a copy of such notice via nationally recognized carrier to TopTracker LLC, 548 Market Street, #36879, San Francisco, CA 94104, Attn: Contract Administration. In the event that any provision of the Agreement will be determined to be illegal or unenforceable, that provision will be first revised to give the maximum permissible effect to its original intent or, if such revision is not permitted, that specific provision will be eliminated so that this Agreement will otherwise remain in full force and effect and enforceable.