Terms of Service Agreement
Welcome to TOPQualityImaging.com, operated by TOP Quality Imaging. By using the website located at www.TOPQualityImaging.com (the “Website”), you agree to be bound by these Terms of Service (this “Terms of Service” or “Agreement”). If you wish to make use of the Website, please read this Agreement. If you object to anything in this Agreement or the TOP Quality Imaging Privacy Policy, do not use the Service.
This Agreement is subject to change by TOP Quality Imaging at any time, effective upon posting on the relevant website. Your continued use of the Website following posting of revised terms of any section of the Agreement will constitute your express and binding acceptance of and consent to the revised Agreement.
PLEASE READ THIS AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.
Electronic Agreement. This Agreement is an electronic contract that sets out the legally binding terms of your use of the Website. This Agreement may be modified by TOP Quality Imaging from time to time, such modifications to be effective upon posting on the Website. By accessing and/or using the Website, you accept this Agreement and agree to the terms, conditions and notices contained or referenced herein.
1. Access and Retention. In order to access and retain this electronic Agreement, you must have access to the Internet, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must use all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. Please print a copy of this document for your records. To retain an electronic copy of this Agreement, you may save it into any word processing program.
2. Commercial Use of Service. If you are using the Service and/or accessing the Website on behalf of a company, entity, or organization (collectively, a “Subscribing Entity”), you represent and warrant that:
a. You are an authorized representative of the Subscribing Entity, and that you have the authority to bind the Subscribing Entity to this Terms of Service;
b. You have read and understand this Terms of Service; and
c. You agree to this Terms of Service on behalf of the Subscribing Entity.
Illegal and/or unauthorized uses of the Website include, but are not limited to, browsing or downloading illegal content, collecting usernames and/or email addresses of members by electronic or other means for the purpose of sending unsolicited email, unauthorized framing of or linking to the Website, sharing or disclosing your username or password to any third party or permitting any third party to access your account, attempting to impersonate another user or person, use of the Website in any fraudulent or misleading manner, any automated use of the system, such as scraping the Website, automated scripts, spiders, robots, crawlers, data mining tools or the like, interfering with, disrupting, or creating an undue burden on the Website or the networks or services connected to the Website, and using the Website in a manner inconsistent with any and all applicable laws and regulations. Illegal and/or unauthorized use of the Website may be investigated, and appropriate legal action may be taken, including without limitation, civil, criminal, and injunctive redress. Use of the Website is with the permission of TOP Quality Imaging, which may be revoked at any time, for any reason, in TOP Quality Imaging’s sole discretion.
3. Account Security. You are responsible for maintaining the confidentiality of the username and password that you designate during the registration process, and you are fully responsible for all activities that occur under your username and password. You agree to (a) immediately notify TOP Quality Imaging of any unauthorized use of your username or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. TOP Quality Imaging will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. If you share your computer with others, you may wish to consider disabling your auto-login feature if you have it linked to your TOP Quality Imaging account.
4. Your Use of the Website
a. You may not browse or download illegal content.
b. You must not copy or capture, or attempt to copy or capture, any content from the Website (the “Content”) or any part of the Website, unless given express permission by TOP Quality Imaging.
c. You must not use any Content (other than Your Content) in any way that is designed to create a separate content service or that replicates any part of the Website’ offering.
d. You must not employ scraping or similar techniques to aggregate, repurpose, republish or otherwise make use of any Content.
e. You must not employ the use of bots, botnets, scripts, apps, plugins, extensions or other automated means to register accounts, log-in, post comments, or otherwise to act on your behalf, particularly where such activity occurs in a multiple or repetitive fashion. You must not offer or promote the availability of any such techniques or services to any other users of the Website.
f. You must not alter or remove, or attempt to alter or remove, any trademark, copyright or other proprietary or legal notices contained in, or appearing on, the Website or any Content appearing on the Website (other than Your Content).
g. You must not violate, circumvent or attempt to violate or circumvent any data security measures employed by TOP Quality Imaging; access or attempt to access data or materials which are not intended for your use; log into, or attempt to log into, a server or account which you are not authorized to access; attempt to scan or test the vulnerability of TOP Quality Imaging’s servers, system or network or attempt to breach TOP Quality Imaging’s data security or authentication procedures; attempt to interfere with the Website or the Services by any means including, without limitation, hacking TOP Quality Imaging’s servers or systems, submitting a virus, overloading, mail-bombing or crashing. Without limitation to any other rights or remedies of TOP Quality Imaging under these Terms of Service, TOP Quality Imaging reserves the right to investigate any situation that appears to involve any of the above, and may report such matters to, and cooperate with, appropriate law enforcement authorities in prosecuting any users who have participated in any such violations.
You agree to comply with the above conditions, and acknowledge and agree that TOP Quality Imaging has the right, in its sole discretion, to terminate your account or take such other action as we see fit if you breach any of the above conditions or any of the other terms of these Terms of Service. This may include taking court action and/or reporting offending users to the relevant authorities.
5. Term. This Agreement will remain in full force and effect while you use the Website. All terms that by their nature may survive termination of this Agreement shall be deemed to survive such termination.
6. Modifications to Service. TOP Quality Imaging reserves the right at any time to modify or discontinue, temporarily or permanently, the Website (or any part thereof) with or without notice. You agree that TOP Quality Imaging shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
7. Blocking of IP Addresses. In order to protect the integrity of the Services, TOP Quality Imaging reserves the right at any time in its sole discretion to block certain IP addresses from accessing the Website.
9. Content. Proprietary Rights. TOP Quality Imaging retains all proprietary rights in the Website and the Service. The Website contains the copyrighted material, trademarks, and other proprietary information of TOP Quality Imaging, and its licensors. Except where we have given you express written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information. All content on TOP Quality Imaging is proprietary. Except where otherwise specified in this Agreement, all Content is copyrighted material of TOP Quality Imaging. Distribution of Content to others is strictly prohibited. You agree that TOP Quality Imaging would be irreparably harmed by any violation or threatened violation of this section and that, therefore, TOP Quality Imaging shall be entitled to an injunction prohibiting you from any violation or threatened violation of this section, without posting bond, in addition to any other right or remedy it may have.
We may provide links to third party Website, and some of the content appearing on TOP Quality Imaging may be supplied by third parties. TOP Quality Imaging has no responsibility for these third party Website nor for their content, which is subject to and governed by the Terms of Service and/or privacy policies, if any, of the applicable third party content providers.
10. Restrictions on Use of Materials. You acknowledge that TOP Quality Imaging contains images, text, and other content (collectively, “Intellectual Property”) that is protected by copyrights, patents, trademarks, trade secrets and/or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All Intellectual Property is copyrighted under the United States copyright laws (and, if applicable, similar foreign laws), and TOP Quality Imaging owns a copyright in the selection, coordination, arrangement and enhancement of such Intellectual Property. All trademarks appearing on this Website are trademarks of their respective owners. You may not modify, publish, transmit, distribute, perform, participate in the transfer or sale, create derivative works of, or in any way exploit, any of the Intellectual Property, in whole or in part. When Intellectual Property is downloaded to your computer, you do not obtain any ownership interest in such Intellectual Property. Modification of the Intellectual Property or use of the Intellectual Property for any other purpose, including, but not limited to, use of any Intellectual Property in printed form or on any other website or networked computer environment is strictly prohibited unless you receive our prior written consent.
11. Repeat Infringers. TOP Quality Imaging will suspend or terminate your access to the Website if TOP Quality Imaging determines, in its sole and reasonable discretion, that you have repeatedly breached these Terms of Service.
We will also suspend or terminate your account without warning if ordered to do so by a court, and/or in other appropriate circumstances, as determined by TOP Quality Imaging at its sole discretion.
14. Limitation of Liability. In no event shall TOP Quality Imaging be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the Website, or use thereof. Nothing contained in this Website or in any written or oral communications from TOP Quality Imaging or its employees or agents shall be construed to make any promise, covenant, or guaranty, all of which are explicitly disclaimed hereby, contrary to the statements and disclaimers contained in this paragraph.
The content and functionality on the Website and the services provided by employees of the Website are offered “as is” without warranty of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. TOP Quality Imaging makes no warranties, express or implied, as to the ownership, accuracy, completeness or adequacy of the Website’ content or that the functionality of the Website will be uninterrupted or error-free or free from virus or third party attack. You hereby acknowledge that your use of the Website and the Service is at your sole risk. UNDER NO CIRCUMSTANCES SHALL TOP Quality Imaging, ITS OFFICERS, OWNERS, EMPLOYEES OR AGENTS AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT DIRECTLY OR INDIRECTLY RESULT FROM USE OF, OR INABILITY TO USE, THE WEBSITE OR SERVICE OR THE INFORMATION CONTAINED THEREIN, INCLUDING WITHOUT LIMITATION FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE WEBSITE, EVEN IF TOP Quality Imaging HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND REGARDLESS OF THE THEORY OF LIABILITY.
TO THE GREATEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL TOP Quality Imaging HAVE ANY LIABILITY, CONTINGENT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES IN ANY WAY ARISING OUT OF OR RELATING TO THE AGREEMENT, WEBSITE OR THE SERVICE, INCLUDING, BUT NOT LIMITED TO LOST PROFITS; LOST DATA; LOSS OF GOODWILL; COPYRIGHT, TRADEMARK, OR OTHER INTELLECTUAL PROPERTY INFRINGEMENT; WORK STOPPAGE; EQUIPMENT FAILURE OR MALFUNCTION; ILLEGAL, IMMORAL OR FRAUDULENT ACTIVITY; PERSONAL INJURY; PROPERTY DAMAGE; OR ANY OTHER DAMAGES OR LOSSES, EVEN IF TOP Quality Imaging HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STATUTE, INDEMNITY OR OTHERWISE) UPON WHICH SUCH LIABILITY IS BASED.
In the event that any of the foregoing limitations are deemed to be unenforceable, to the greatest extent permitted by law, you agree that the entire aggregate liability of TOP Quality Imaging and sole remedy available to any user in any case in any way arising out of or relating to the Agreement, or the Website shall be limited to monetary damages that in the aggregate may not exceed the greater of $500.00 or the sum of any amount paid by the user to TOP Quality Imaging during the six months prior to notice to TOP Quality Imaging of the dispute for which the remedy is sought.
15. Indemnity by You. You agree to indemnify and hold TOP Quality Imaging, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, arising out of or related to your use of the Website in violation of this Agreement and/or arising from a breach of this Agreement including without limitation your representations and warranties set forth above;
16. Attorney Fees. In the event that TOP Quality Imaging is successful in whole or in part in any action or proceeding related to or arising from this Agreement, you shall be responsible for TOP Quality Imaging’s attorneys’ fees and costs.
17. Privacy. Use of the Website and/or the Service is also governed by our Privacy Policy, located at topqualityimaging.com/privacy-policy/
18. Jurisdiction and Choice of Law; Dispute Resolution. If there is any dispute arising out of the Website, by using the Website, you expressly agree that any such dispute shall be governed by the laws of the State of Michigan without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the State of Michigan, for the resolution of any such dispute. Acceptance of the terms and conditions of this Agreement constitutes your consent to be sued in such courts and to accept service of process outside the State of Michigan with the same force and effect as if such service had been made within the State of Michigan. You hereby agree to accept service of process for any action hereunder by certified mail return receipt requested which service shall have the same force and effect as though service had been effected by personal service in the applicable jurisdiction. If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions.
19. Arbitration Provision/No Class Action. Except where prohibited by law, as a condition of using the Website, you agree that any and all disputes, claims and causes of action (collectively, “Claim”) arising out of or connected with the Website and/or Service, shall be resolved individually, without resort to any form of class action, exclusively by binding arbitration under the rules of the American Arbitration Association for full and final settlement of such Claim, and judgment on the award rendered in the arbitration may be entered in any court having jurisdiction thereof. Such arbitration shall be held in accordance with the Rules for Expedited Procedures under the Commercial Arbitration Rules of the American Arbitration Association or other mutually agreeable organization, before a single arbitrator (with knowledge and expertise of copyright law if the claim is all or partially for copyright infringement), selected by agreement of both parties or by an independent mediator (with knowledge and expertise of copyright law if the claim is all or partially for copyright infringement) if the parties are unable to agree. The parties shall split the arbitration and/or mediator costs. An award rendered by the arbitrator(s) may be entered and confirmed by the courts of the State of Michigan, County of Clinton. The parties agree that any post-arbitration action seeking to enforce an arbitration award or action seeking equitable or injunctive relief shall be brought exclusively in the courts of the State of Michigan, County of Clinton.
20. No Third Party Beneficiaries. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement.
21. Availability Outside the U.S. If you access TOP Quality Imaging from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. If you access the Website from outside of the United States, you acknowledge that any personal information you provide will be processed in the United States and other geographies as selected by us in our sole discretion, and you hereby consent to the collection and processing of your personal information in a manner consistent with this Agreement and the Privacy Policy.
22. Entire Agreement. This Agreement contains the entire agreement between you and TOP Quality Imaging regarding the use of the Website and/or the Service.
23. Severability Waiver. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. In addition, TOP Quality Imaging’s failure to enforce any term of this Agreement shall not be deemed as a waiver of such term or otherwise affect TOP Quality Imaging’s ability to enforce such term at any point in the future.
24. Headings. The section headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
Please contact us with any questions regarding this agreement.
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.