TERMS OF USE

Last Modified: Feb 20, 2019

Hello Tophyre Users,  Welcome to Tophyre.com.

PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY

This website and web Application is owned and operated by Tophyre Technologies Inc, Canada. (Here after referred as “Tophyre”)

This is a terms of use contract between you (the Customer) and Tophyre. It describes the services we will provide to you, how we will work together, and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese”, but we have tried to make it as readable as possible. These terms are so important that we cannot provide our products and services to you unless you agree to them. By using the Subscription Service or receiving any other Services, you are agreeing to these terms. Violation of any of the terms below will result in the termination of your Account.

Tophyre and their management reserves the right to update and modify the Terms of Service at any time without notice. New features that may be added to the product and Service shall be subject to the Terms of Service. Should you continue to use the Service after any such modifications have been made, this shall constitute your agreement to such modifications.

1.  GENERAL COMMERCIAL TERMS
1.1.    General Accounts Terms
1.2.  Access.  

During the Subscription Term, we will provide you access to use the Subscription Service as described in this Agreement and the applicable Order. We may also provide you access to use our Free Services at any time by activating them in your Tophyre account or you can sign up our service for free. We might provide some or all elements of the Subscription Service through third party service providers.

1.3.  Additional Features

You may subscribe to additional features of the Subscription Service by placing an additional Order or activating the additional features from within your Tophyre account (if this option is made available by us.). This Agreement will apply to all additional Order(s) and all additional features that you activate from within your Tophyre account.

1.4.  Availability

We try to make the Subscription Service available 24 hours a day, 7 days a week, except for planned down-time for maintenance.

2.  FEES AND PAYMENTS
2.1   Subscription Fees. 

The Subscription Fee will remain fixed during the Subscription Term unless you: (i) exceed your Maximum assessments / tests, Additional services , User or other applicable limits  (ii) upgrade products or base packages,  (iii) subscribe to additional features or products, including additional Contacts, or (iv) unless otherwise agreed to in the Order.

2.2   Payment by credit card. 

If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.

2.3   Payment against invoice

If you are paying by invoice, we will invoice you no more than forty-five (30) days before the beginning of the Subscription Term and each subsequent Billing Period, and other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form.

2.4   Payment Information. 

You will keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made on your Billing Page within your Tophyre account. All payment obligations are non-cancellable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term

2.5   Taxes

Taxes are excluded in the subscription amount and all the applicable taxes for the country where billing made will be charged along with the subscription amount

3.   SUBSCRIPTION TERM, TERMINATION, SUSPENSION

Your initial subscription period will be specified in your Order, and, unless otherwise specified in your Order, your subscription will automatically renew for the shorter of the subscription period, or one year. To prevent renewal of the subscription, the required notice must be provided within the timeframe as specified in the ‘Subscription Types’ section  

Set forth in your Order will apply, subject to adjustment as specified in the ‘Fees and Payments’ section above. If renewal pricing is not included in your Order, then our standard pricing available in our Product and Services Catalog on the date of renewal will apply. If you use our Free Services, we will make the Free Services available to you free of charge until earlier of (a) the date on which your free subscription is terminated or (b) the start date of your paid subscription

The Subscription Term will end on the expiration date and the subscription cannot be cancelled early. We do not provide refunds if you decide to stop using the Tophyre subscription during your Subscription Term.

Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors. We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers. This Agreement may not otherwise be terminated prior to the end of the Subscription Term.

We may suspend any User’s access to any or all Subscription Services without notice for: (i) use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement, (ii) use of the Tophyre system to send service that results in excessive hard bounces, SPAM complaints via feedback loops, direct spam complaints (to our abuse desk), or requests for removal from a mailing list by recipients, or (iii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.   We may, without notice, review, edit and delete any Customer Data or Customer Materials that we determine in good faith violate these terms or the AUP, provided that, we have no duty to pre-screen, control, monitor or edit your Customer Data or Customer Materials.

We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Subscription Services fifteen (15) days after such notice. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.

We may suspend, limit, or terminate the Free Services for any reason at any time without notice. We may terminate your subscription to the Free Services due to your inactivity.

4.  POSTED CONTENT OWNERSHIP 

means any content posted or uploaded to the Site by a User, including Interview Questions, Interview Responses, Author profiles, Candidate profiles, Employer profiles, Employer role requirements and preferences, and such content may be in the form of data, videos, photos, documents, files, comments and other materials.

5.  CUSTOMER SUPPORT

If you pay us a Subscription Fee for our products, email and in-app chat bot support is included at no additional cost.  Any immediate text messages and in-app questions can be submitted through the help widget in the lower right hand corner of your account . Email and in-app responses are provided during phone support hours only. We attempt to respond to email and in-app support questions within one business day; in practice, our responses are generally even faster. We do not promise or guarantee any specific response time.  We may limit or deny your access to support if we determine, in our reasonable discretion, that you are acting, or have acted, in a way that results or has resulted in misuse of support or abuse of Tophyre representatives.  Issues resulting from your use of API’s or your modifications to code in the Subscription Service may be outside the scope of support. We will only provide support for integrations which are listed in-app as being supported by Tophyre.

6.  COPYRIGHT AND OWNERSHIP

The software services are owned and copyrighted by Tophyre. The recipient confers no title or ownership in the software services and should not be construed as a sale of any right in the software services.

The software services are protected by international treaty provisions. Recipient acknowledges that no title to the intellectual property in the software services is transferred to the recipient. Recipient further acknowledge that title and full ownership rights to the software services will remain the exclusive property of author and recipient will not acquire any rights to the software services except as expressly set forth in this terms of service. Recipient agrees that any copies of the software services will contain the same proprietary notices that appear on and in the software services. The recipient may not remove or alter any copyright notices contained within the software services.

7.  LIMITATION OF LIABILITY

Except for your liability for payment of fees, your liability arising from your obligations under the ‘indemnification’ section, and your liability for violation of our intellectual property rights, if, notwithstanding the other terms of this agreement, either party is determined to have any liability to the other party or any third party, the parties agree that the aggregate liability of a party will be limited to the lesser of five thousand Canadian dollars or the total amounts you have actually paid for the subscription service in the twelve month period preceding the event giving rise to a claim; provided however, this limitation shall not apply to you if you only use the free services, and in this case, if we are determined to have any liability to you or any third party arising from your use of the free services, then our aggregate liability will be limited to one hundred Canadian dollars.

8.  COMPLIANCE WITH LAWS

We will comply with all Canada state and federal laws (where applicable) in our provision of the Subscription Service and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all laws in your use of the Subscription Service  including any applicable export laws.  You must comply with all applicable laws related to the recording of phone calls and ensure all proper consent to record is obtained prior to making any such recording. You will not directly or indirectly export, re-export, or transfer the Subscription Service or any other Services to prohibited countries or individuals or permit use of the Subscription Service or other related Services by prohibited countries or individuals.

9.  ENTIRE AGREEMENT

This Agreement constitutes the complete and exclusive agreement between author and recipient with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. This Agreement may not be modified except in a writing duly signed by an authorized representative of the author and recipient.