Online Terms of Service

TOPIA TERMS OF SERVICE

LAST UPDATED:  30 June 2022

Introduction

These are the terms of supply for services ordered on www.topia.com, any associated subdomains, the associated mobile applications, and the software and services provided via Topia’s online platform (collectively, the “Services”). The Services are operated by or on behalf of Topia Mobility Inc. and its subsidiaries and affiliates (we, us and our), a Delaware company.

Topia provides the Services that, depending upon the products you or your employer have purchased may:

• help manage your mobility, remote and/or business traveler populations;
• allow you to access information about the cities and countries to which you are relocating; and
• allow you to gain access to service providers who can help you make your move.

Your use and/or purchase of any of the Services offered are subject to these terms and by placing an order for any of the Services, you agree to be bound by these terms, whether you pay for the Services directly or your Employer pays on your behalf. You should print a copy of these terms for future reference. Use of your personal information submitted to or via the Services are governed by our Privacy Policy.

WITH RESPECT TO RESIDENTS OF THE U.S., AS FURTHER SET FORTH BELOW, THESE TERMS REQUIRE THE USE OF ARBITRATION, ON AN INDIVIDUAL BASIS, TO RESOLVE ALL DISPUTES, RATHER THAN LITIGATION BEFORE A JUDGE OR JURY IN A COURT OR CLASS ACTIONS OF ANY KIND. YOU HEREBY WAIVE YOUR RIGHT TO BRING OR FILE ANY LITIGATION IN A COURT, ON BEHALF OF YOURSELF OR OTHERS.

Using the Services for the first time

To use the Services, your employer (Employer) must have entered into a contract with Topia to provide its employees with access to the Services (Employer Contract).

By using the Services, you confirm that your Employer has entered into an Employer Contract.  If your Employer has not provided you with access to the Services and has not directed you to use the Services, you are not allowed to use the Services.

Where asked, you agree to provide personal information that is accurate and complete.

You agree to keep your username and password confidential at all times and to use them only to access and use your account and not for any other purpose. You are the only authorized user of your account (unless expressly specified otherwise in the relevant Service description) and, accordingly, you agree not to disclose your username and/or password to anyone else. You agree to contact us immediately upon discovering any unauthorized use of your account or error in the operation of your username and/or password and / or the operation of Single Sign On, if applicable. (see Contacting us). Any breach of these terms and/or any use of your account by anyone to whom you disclose your username and/or password will be treated as if the breach or use had been carried out by you and will not relieve you of your obligations to us.

Changes to the Service, charges, and terms

As it is our policy to review and update our Services on a regular basis, we reserve the right to add to the Services and to make changes to any Service, charges and/or to these terms from time to time, provided that no such change will materially affect any order you have already placed with us.

We may notify you of any changes to these terms by any reasonable means, including by posting revised terms on the website. Any such change will not apply to any dispute between you and us arising prior to the date on which we posted the revised terms incorporating such changes or otherwise notified you of such changes. Your use of the Services following any changes to these terms will constitute your acceptance of such changes. The “Last Updated” legend above indicates when these terms were last changed.

Service suspension and termination

We may, from time to time, with or without prior notice and without liability, temporarily suspend the operation of any Service and/or the website(in whole or in part) for repair or maintenance work or in order to update or upgrade any contents, features or functionality.

You understand that the Services are provided to you because your Employer has entered into an Employer Contract. Should this Employer Contract come to an end, or terminate for any reason, your access to the Services, and use of future Services shall terminate immediately.

We may at any time immediately suspend and/or terminate any Service and/or your use of your account and/or your access to the Services if you breach any of these terms, or we have reasonable grounds to believe so. Upon any such suspension or termination, your right to use the Services will immediately cease, and we may, without notice or liability to you or any third party, immediately deactivate or delete your credentials and account and all associated materials, without any obligation to provide any further access to such materials.

Any personal data saved on the Services will be deleted, and any records of such data shall be destroyed, in accordance with the relevant provisions of the Employer Contract and any applicable local laws.

Upon termination of any Employer Contract or Service or your account, for any reason:

• all rights granted to you under these terms will immediately cease;
• you must promptly discontinue all use of the relevant Service; and
• you must pay us any and all outstanding amounts that you owe us.

Access

We cannot and do not guarantee the continuous, uninterrupted, or error-free operability of the Services. There may be times when certain features, parts, or content of the Services, or the entire Services, become unavailable (whether on a scheduled or unscheduled basis) or are modified, suspended or withdrawn by us, in our sole discretion, without notice to you. You agree that we will not be liable to you or to any third party for any unavailability, modification, suspension or withdrawal of the Services, or any features, parts, or content of the Services.

What you are allowed to do

You may only use the Services in accordance with these terms. You may retrieve and display content from the Services on a computer screen, print and copy individual pages and, subject to the next section, store such pages in electronic form. Additional terms may also apply to certain features, parts, or content of the Services and, where they apply, will be displayed on-screen or accessible via a link.

What you are not allowed to do

Except to the extent expressly set out in these terms, you are not allowed to:

• ‘scrape’ content or store content on a server or other storage device connected to a network or create an electronic database by systematically downloading and storing all of the content of the Services;
• remove or change any content of the Services or attempt to circumvent security or interfere with the proper working of the Services or the servers on which it is hosted;
• reverse engineer, decompile or disassemble any part of the Services, except where such restriction is expressly prohibited by applicable law;
• upload, transmit or otherwise make available any content that is unlawful, threatening, abusive, defamatory, pornographic, obscene, vulgar, indecent, offensive, otherwise objectionable or that infringes on the intellectual property rights or other rights of any third party;
• remove any proprietary markings from the Services; or

create links to the Services from any other website, without our prior written consent, although you may link from a website that is operated by you provided the link is not misleading or deceptive and fairly indicates its destination, you do not imply that we endorse you, your website, or any products or services you offer, you link to (and do not frame or replicate) the home page of the Services, and the linked website does not contain any content that is unlawful, threatening, abusive, defamatory, pornographic, obscene, vulgar, indecent, offensive or that infringes on the intellectual property rights or other rights of any third party.

You must only use the Services and anything available from the Services for lawful purposes (complying with all applicable laws and regulations), in a responsible manner, and not in a way that might damage our name or reputation or that of any of our affiliates.

All rights granted to you under these terms will terminate immediately in the event that you are in breach of any of them.

Intellectual property rights

All intellectual property rights in the Services, and in any content uploaded to or included in the Services (including text, graphics, software, photographs and other images, videos, sound, trademarks and logos) are owned by us or our licensors and protected by proprietary rights and laws. Except as expressly set out here, nothing in these terms gives you any rights in respect of any intellectual property owned by us or our licensors and you acknowledge that you do not acquire any ownership rights by using or downloading content from the Services. In the event you print, copy or store pages from the Services, you must ensure that any copyright, trademark, or other intellectual property right notices contained in the original content are reproduced.

Features and content; disclaimer of warranties

We may change the format, features, and content of the Services from time to time. You agree that your use of the Services is on an ‘as is’ and ‘as available’ basis and at your sole risk.

You understand and acknowledge that the Services may include content that is derived from a number of sources (including from Topia).  In all cases, information included in the content is not intended to amount to authority or advice on which reliance should be placed. You should check with us or the relevant information source before acting on any such information.

We make or give no representation or warranty as to the accuracy, completeness, currency, correctness, reliability, integrity, quality, fitness for purpose or originality of any content of the Services and, to the fullest extent permitted by applicable law, all express, implied and statutory warranties, conditions or other terms of any kind are hereby excluded, including the warranties of merchantability, fitness for a particular purpose, non-infringement and title, and we accept no liability for any loss or damage of any kind incurred as a result of your use of the Services or Services. To the fullest extent permitted by applicable law, the Services are made available to you on an “As Is,” “Where Is,” and “Where Available” basis.

We cannot and do not guarantee that any content of the Services will be free from viruses and/or other code that may have contaminating or destructive elements. It is your responsibility to implement appropriate IT security safeguards (including anti-virus and other security checks) to satisfy your particular requirements as to the safety and reliability of content.

User content

The Services may, from time to time, allow you to upload user-generated content and may also allow you to publicize, share, or otherwise communicate that content, either to selected recipients or in public areas, such as comments pages and/or message boards (collectively, User Content Areas). We do not control the material submitted to User Content Areas (collectively, User Submissions), nor do we actively moderate User Content Areas. We have no control over and are not responsible for any use or misuse (including any distribution) by any third party of User Submissions. Solely you are responsible for the content of your User Submissions as submitted by you and acknowledge that all User Submissions express the views of their respective authors, and not our views.

If you participate in any User Content Areas, you must keep all User Submissions relevant to the purpose of the User Content Area and the nature of any topic.

User Submissions must not:

• contain, transmit, distribute, upload, link to or otherwise make available, or advertise or promote any content that infringes any intellectual property rights or privacy or other rights of any other person, is defamatory or in breach of any contractual duty or any obligation of confidence, is obscene, sexually explicit, threatening, abusive, harassing, inciteful of violence or hatred, blasphemous, discriminatory (on any ground), liable to cause anxiety, alarm or embarrassment, knowingly false or misleading, or that does not comply with all applicable laws and regulations or is otherwise objectionable, as determined in our sole discretion;
• impersonate any person or entity or otherwise misrepresent your relationship with any person or entity;
• contain, transmit or distribute any unsolicited or unauthorized advertising, marketing or promotional material or other form of solicitation (spam); or
• transmit or distribute any virus or other code that has (or potentially has) contaminating or destructive elements.

You agree that, by submitting any User Submission, you grant us  a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, transferable and fully sub-licensable right and license, without additional consideration to you or any third party, to reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display (publicly or otherwise) and otherwise use and exploit such User Submission (in whole or part) and/or to incorporate it in other works in any form, media or technology now known or hereafter developed, for any purpose (including promotional purposes, such as testimonials), and you further irrevocably waive any moral rights or other rights you may have in, or to be identified as the author of, such User Submission. You represent and warrant that you have all rights necessary to grant the licenses contained in this section and that your User Submissions, and your provision thereof through or in connection with the Services, are complete and accurate and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party.

Whilst we do not pre-screen User Submissions, we reserve the right, in our sole discretion, to delete, edit or modify any User Submission submitted by you and/or to close any topic, at any time and for any or no reason, without notice to you.

Complaints about the content of any User Submission must be sent to help@topia.com and must contain details of the specific User Submission giving rise to the complaint.

Location Tracking – by Active Consent / Opt-In

Privacy of information is a key priority for Topia. Location information is only gathered if you or your Employer has purchased a Service that includes this feature, after you have agreed to use this Service and accepted these terms of service via the available data source you select such as laptop or mobile application.  Your location is reported as the applicable jurisdiction, such as the location country or state, not your street-level location and this reported location is visible to you within the user interface.  Your Active Consent / Opt In is recorded.  

We may use location tracking to provide you with location-based products and services you have selected.  By accepting these terms of service, you give us the permission to collect location information. We may collect location information from a number of sources including, but not limited to cell tower triangulation, Wi-Fi, and/or GPS depending on the data source you select.  At any point in time, you may turn off or manually update the collection of your location within the Service via the user interface.  Any manual updates made by you are tracked in the Service for audit reasons. 

Employee location tracking does not have access to or track the time spent at work (clock in / clock out), nor any specific work tools used (email, spreadsheets, documents, browser usage) as a measure of your employee productivity or attendance.

Topia may partner with mobile network carriers, or third party companies that work with mobile carrier networks, to obtain the location information of your device. Such location information will only be collected after you have agreed to use the Services. This agreement process may be initiated via a unique link to a webpage that you may receive via SMS, push notification, email, or other similar method. You may then accept this agreement by visiting the linked webpage and clicking the “opt-in” button, or by replying “YES” to the SMS. At any time, you can cancel our ability to obtain your location coordinates from mobile carrier networks by revisiting this webpage and clicking the “opt-out” button, or by replying either “NO” or “STOP” to the SMS. At any time, users may cancel our ability to obtain their location coordinates from mobile network carriers by visiting www.topia.com. For support on location information from mobile network carriers, users may reply “HELP” to the SMS or contact us by emailing “support@topia.com.”

Location information from mobile network carriers may be available in limited geographies and select carriers. The location service from the third party may not be available if the phone is roaming or is turned off. Message and data rates may apply. SMS, push notification and other similar messages may be sent a minimum of 2 times per week based on your profile settings.

Copyright Infringement Claims

The U.S. Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available from the Services infringe your copyright, you (or your agent) may send us a written notice by mail or e-mail, requesting that we remove such material or block access to it. If you believe in good faith that someone has wrongly submitted to us a notice of copyright infringement involving content that you made available through the Services, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to our DMCA agent as follows: By mail to Topia Legal, 1900 S. Norfolk Street, Ste 350 San Mateo, CA 94403 USA; or by e-mail to legal@topia.com. You can also reach our DMCA agent at the following phone number: (415) 418-2214.

We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice. It is our policy to terminate, in appropriate circumstances, a Services user’s right to use the Services if we deem the user to be a repeat infringer.

External links

The Services may, from time to time, include links to external sites, which may include links to third party offers and promotions. We include these to provide you with access to information, products, or services that you may find useful or interesting. We are not responsible for the content of these sites or for anything provided by them and do not guarantee that they will be continuously available. The fact that we include links to such external sites does not imply any endorsement of, or association with, their operators or promoters.

Our liability (for individuals outside the United States)

Nothing in these terms shall limit or exclude our liability to you:

• for death or personal injury caused by our negligence;
• for fraudulent misrepresentation; or
• for any other liability that, by law, may not be limited or excluded.

Subject to this, in no event shall we be liable to you for any business losses, and if you are a business customer, in no event shall we be liable to you for any indirect or consequential losses, or for any loss of profit, revenue, contracts, data, goodwill or other similar losses, and any liability we do have for losses you suffer arising from any use of the Services shall not exceed the limit set out in the Employer Contract.

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under any Contract that is caused by events outside our reasonable control.

Limitation of our liability (for residents of the United States)

To the fullest extent permitted under applicable law: (a) we will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages of any kind, under any contract, tort (including negligence), strict, liability or other theory, including damages for loss of profits, use or data, or loss of other intangibles, even if advised in advance of the possibility of such damages or losses; (b) without limiting the foregoing, we will not be liable for damages of any kind resulting from your use of or inability to use the Services or from any products or third-party materials made available through the Services, including from any virus that may be transmitted in connection therewith; (c) your sole and exclusive remedy for dissatisfaction with the Services or any products or third-party materials is to stop using the Services; and (d) our maximum aggregate liability for all damages, losses and causes of action, whether in contract, tort (including negligence) or otherwise, shall be the greater of the total amount, if any, paid by you to us to use the Services or $10. All limitations of liability of any kind (including in this section and elsewhere in these terms) are made for the benefit of both us and our affiliated entities and each of our and their respective successors and assigns.

Indemnity (for residents of the United States)

To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless us and our affiliated entities, and each of our and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including attorneys’ fees) arising out of or relating to (a) your use of, or activities in connection with, the Services (including User Submissions); and (b) any violation or alleged violation of these terms by you.

Arbitration (for residents of the United States)

These terms are governed by the laws of the United States (including federal arbitration law) and the State of California, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. Except for disputes that qualify for small claims court, all disputes arising out of or related to these terms or any aspect of the relationship between you and us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury, and you agree that we and you are each waiving the right to trial by a jury. Such disputes include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion of the arbitration provision. All such matters shall be decided by an arbitrator and not by a court or judge.

You agree that any arbitration under these terms will take place on an individual basis; class arbitrations and class actions are not permitted, and you are agreeing to give up the ability to participate in a class action.

The arbitration will be administered by the American Arbitration Association under its Consumer Arbitration Rules, as amended by this Agreement. The Consumer Arbitration Rules are available online at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location that is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator’s decision will follow the provisions of these terms and will be final and binding. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of these terms, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these terms will preclude you from bringing issues to the attention of federal, state, or local agencies and, if the law allows, they can seek relief against us for you.

Important Note to New Jersey Consumers

If you are a consumer residing in New Jersey, the following provisions of these terms do not apply to you (and do not limit any rights that you may have) to the extent that they are unenforceable under New Jersey law: (a) the disclaimer of liability for any indirect, incidental, punitive, special, exemplary, or consequential damages of any kind (for example, to the extent unenforceable under the New Jersey Punitive Damages Act, New Jersey Products Liability Act, New Jersey Uniform Commercial Code, and New Jersey Consumer Fraud Act); (b) the limitation on liability for lost profits or loss or misuse of data (for example, to the extent unenforceable under the New Jersey  Identity Theft Protection Act and New Jersey Consumer Fraud Act); (c) application of the limitations of liability to the recovery of damages that arise under contract and tort, including negligence, strict liability, or any other theory (for example, to the extent such damages are recoverable by a consumer under New Jersey law, including the New Jersey Products Liability Act); (d) the requirement that you indemnify us (for example, to the extent the scope of such indemnity is prohibited under New Jersey law); and (e) the governing law provision (for example, to the extent that your rights as a consumer residing in New Jersey are required to be governed by New Jersey law).

General

You may not transfer or assign any or all of your rights or obligations under any Employer Contract or these terms of service. We may transfer, assign, or sublicense any or all of our rights or obligations under these terms of service without restriction.

All notices given by you to us must be given in writing to the address set out at the end of these terms. We may give notice to you at either the email or postal address you provide to us when registering or placing an order.

If we fail to enforce any of our rights, that does not result in a waiver of that or any other right.

If any provision of these terms is found to be unenforceable, all other provisions shall remain unaffected.

We will not be responsible for any failure to fulfill any obligation due to any cause beyond our reasonable control.

These terms may not be varied except with our express written consent.

These terms and any document expressly referred to in them represent the entire agreement between you and us in relation to the Services.

For Users Outside the United States:

These terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with the law of England and Wales.

You irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these terms of service, their subject matter or formation (including non-contractual disputes or claims), the Services.

For Users in the United States:

Contacting Us

Please submit any questions you have about these terms or an order you have placed or ordering in general, or any complaint or concern in relation to any Service ordered by email to help@topia.com.

California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by phone at 916-445-1254 or 800-952-5210.

Filtering

We hereby notify you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protection is available from https://en.wikipedia.org/wiki/Comparison_of_content-control_software_and_providers. Please note that we do not endorse any of the products or services listed on such site.

Export Controls

You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.

Additional Terms of Use for Topia Move

Your Employer will nominate you and sign you up to use the Services. You will receive an activation link from Topia that include a one-time use access token.  You will be required to set a secure password on your first log in to the Services.

After logging in, you can set up your personal profile by following the on-screen instructions.

Choosing a Vendor for Relocation Services

Once logged on to the Services, you may be able to view various suppliers of services for each stage of your Services (Vendors). To book one of these Vendors, please follow the on-screen instructions, or discuss with your Employer. In some cases, your Employer may have pre-defined vendors to be used and those will automatically be assigned in that case.

You should not rely on our recommendation of any Vendor and you should satisfy yourself that the Vendor is suitable for your purposes and is of sufficient quality and reliability.

Charges and payment

In most instances, your Employer will be responsible for the costs of the services provided by any Vendors you choose to use as part of your Services. However, in certain instances, for example where the budget provided by your Employer for your Services are not sufficient to cover the costs of the Vendors you have selected, you may need to pay any surplus costs yourself.

In connection with any payments you may make personally for any Services, Topia will in the first instance try to introduce you directly to the Vendors so that you can pay that Vendor directly for their services. Where this is not possible, Topia will take payment for those services on your behalf, acting as agent, and pass this payment on to the Vendor. Where applicable, you hereby authorize us to act as your agent in connection with the payment of fees for any Vendor. Whether these payments are made directly to Topia or to Topia as agent to the relevant Vendor, all funds paid will be securely processed through a third party payment provider.

No Vendor services will be undertaken by the Vendor until payment has been received in cleared funds.

Service suspension and termination

To the extent you have already engaged a Vendor to provide you with services for your Services, and payment has been received for such services, termination of the Employer Contract will not affect the completion of these Vendor services.