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Last Modified July 23, 2020

Top Side Finder LLC (“Top Side”) provides certain services to connect individuals and businesses who seek to sell or purchase certain livestock or livestock-related materials. Collectively, all users of the website may be referred to as “Users” in this Terms of Use. Unless otherwise noted, each section and provision of this Terms of Use applies to all Users. Within this Terms of Use, “you” are a User of the Website (as defined below), and “we”, “us”, “our” or “Top Side” refers to Top Side Finder LLC, an Indiana limited liability company.

The below terms and conditions govern your access to and use of [web address] and Top Side branded applications, including any content, functionality, and services offered on or through the same (collectively, the “Website”). Unless otherwise noted, these Terms of Use apply to you whether you create an account via the Website or use the Website as a guest. The services provided by Top Side to its Users through the Website may be collectively referred to as “Services” hereunder.

Please read the Terms of Use carefully before you start to use the Website. By using the Website, or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound by and to abide by these Terms of Use and our Privacy Policy, found at [privacy policy URL], incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website. PLEASE REVIEW THE ARBITRATION PROVISION SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH TOP SIDE THROUGH FINAL AND BINDING ARBITRATION.

This Website is offered and available to users who are 16 years of age or older and reside in the United States or any of its territories or possessions. By using the Website, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

1. Changes to Terms of Use. We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Website thereafter. Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you. If you do not agree with updated Terms of Use at any time, you should cease use of the Website, and if you have an account, you may cancel your account here (link).

2. Accessing the Website.
2.1. We reserve the right to withdraw or amend this Website and Services we provide, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to some or all Users.
2.2. To access some of the Services we offer, specifically, to offer items for sale, you may be asked to become a Registered User, as more fully set forth in Section 4 below. Each individual or business entity may have only one account on the Website, and it must be in the real and legal name of the individual or business entity.
2.3. We will send any notices and messages to you via the email address you provide to us when creating an account on the Website. You agree to keep any contact information up to date, and either update your email by logging into your account or reaching out to us at [email].
2.4. It is a condition of every User’s use of the Website that all the information you provide is correct, current, and complete. You agree that all information you provide through use of the Website or Services is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy, linked above.
2.5. We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this Terms of Use or the Privacy Policy.

3. Services and Use.
3.1. Our Website allows Registered Users to list certain items and products that they are open to selling to other Users, which may include livestock or livestock-related materials (“Offered Items”). You acknowledge that Top Side provides only a service for creating the opportunity for connections between such potential buyers and sellers. We do not process payments or otherwise manage purchases or discussions between Users. We do not partner with any User to offer the Offered Items, and we are not obligated to review Contributions from sellers or Registered Users, including as related to the Offered Items. The Offered Items are not offered for sale by Top Side but are offered only by and from other Users of the Website.
3.2. We cannot guarantee the accurate or completeness of any details regarding Offered Items, and we expressly disclaim all liability for the content, accuracy, completeness, legality, reliability, or availability of any postings, details, and information regarding Offered Items. We caution you to, and it is your responsibility to, verify the validity of and details of any Offered Items before purchasing such items, or taking any action based on such Offered Items. We further disclaim all liability, direct or indirect, for any expectations (whether personal, business, or monetary) that any User may have resulting from the purchase of any Offered Items.
3.3. Third-party websites that may be linked by any User regarding the User, the User’s business, or any Offered Item, are not governed by this Terms of Use. You acknowledge that any communication, interactions, or agreements that you have with other Users are solely between you and such other Users.
3.4. If we recommend any Offered Items to you, directly or indirectly (such as via email or during use of the Website), such recommendation does not constitute any representation as to the accuracy of the information related to the Offered Item nor any representation about the purchase or use of the Offered Items. Such recommendations are based only upon the Individual Information you have provided, which may include your previous views of other pages or Offered Items on the Website.

4. Registered Users.
4.1. General Use and Access. Users must create an account on the Website prior to making any Contributions, including posting Offered Items. Such Users may be referred to herein as “Registered Users.” We may require that Registered Users pay certain fees for such accounts. The following provisions of this Section will govern such accounts:
A. If you create an account on the Website which allows you to post Offered Items for sale, the Website may allow you to create a public profile page (“Public Profile”) that allows you to list or upload details about yourself, your company, or Offered Items. If the Website allows for other public contributions, such as via status updates, message boards, forums, bulletin boards, or other interactive features (collectively with any information posted to your Public Profile, including but not limited to Offered Items, the “Contributions”), such Contributions will be considered non-confidential and non-proprietary, and you hereby grant to us and our affiliates and services providers, and each of their and our respective licensees, successors, and assigns, the irrevocable, non-exclusive, worldwide, perpetual, royalty-free license and right to use, modify, reproduce, display, copy, distribute, publish, perform, sublicense, translate, create derivative works from, make available and otherwise exploit such Contributions.
B. For all Contributions, you represent and warrant that (i) you own or control all rights in and to the such Contributions, including any and all photos and videos, and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns; (ii) you are not breaching any agreement or legal requirement by providing such contributions; and (iii) all of your Contributions do and will comply with these Terms of Use. You agree that we are not responsible or liable to any third party for the content or accuracy of any Contribution posted by you and you will indemnify, defend, and hold us harmless from the same.
C. You are prohibited from misstating or intentionally misrepresenting any aspect related to you, your business, or any Offered Item, including but not limited to potential or approximate costs associated with any Offered Item(s), and we have the right to disable your account at any time if in our sole discretion we determine that you have misstated or misrepresented such information. You understand and acknowledge that you are responsible for any Contributions you submit or contribute, and you have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
D. You agree that any Personal Information, as defined in our Privacy Policy, provided to us is true and accurate. If you provide information to other Users, whether directly or through the Website, that is false, fraudulent, misleading, or otherwise inappropriate or disallowed under this Terms of Use, including but not limited to false or misleading information about Offered Items, we have the right to terminate your account or otherwise disable your access to the Website at our discretion.
E. If you provide a link to your website on the Website, you agree that the use of your website will be fully governed by your terms of use or service and other relevant policies, the website will comply with applicable laws, and we will not have any liability for actions taken on your website or related applications by any user of your website in any case. You agree that any payments for Offered Items will be done through a payment method determined between you and the buyer in your discretion, and that you are responsible for setting forth any terms of purchase, including any purchase and sale agreements that you may desire, between you and any buyer. We do not provide or recommend either a method of payment for Offered Items, or any purchase and sale agreements or terms between you or any buyer.
F. If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you will log out from your account at the end of each session if you are a Registered User. You do not have permission to transfer or assign any account or the use thereof to a third party.
4.2. Payments and Charges.
A. Each Registered User acknowledges that any payments made hereunder are payments for access to the Services, and do not guarantee any amount of interest in, or an amount of sales of, any Offered Items posted by the Registered User.
B. Each Registered User account gives access to one designated individual. If a Registered User desires to have multiple individuals to have access to the account (such as for a business account), the Registered User can add additional individuals to its account for additional fees specified by Top Side. A Registered User can transfer the designed user(s) on the account up to three times per year. If we discover that Registered Users are sharing account access with any unauthorized user(s), we may cancel your account in our sole discretion, or may require that the Registered User pay a fee to reinstate its account.
C. If the Registered User’s account requires a monthly recurring payment, Registered User expressly agrees that Top Side may automatically charge Registered User’s payment method on a monthly basis without further notice or consent from the Registered User. If the Registered User fails to make any payment or a Registered User’s automatic payment does not transfer, Top Side will provide the Provider with a 5-day notice granting Registered User the opportunity to remedy such nonpayment, and thereafter may cancel a Registered User’s account in its sole discretion without further notice. If for any reason the Registered User’s credit card company or financial institution refuses to pay any amount billed, you agree that Top Side may, at its option, suspend or terminate your account. If a Registered User is late on such payments more than three times in a calendar year, Top Side is no longer required to provide the 5-day notice set forth herein and may immediately cancel such Registered User’s account. By providing a payment method or payment details, (i) you represent and warrant to Top Side that you are an authorized user of such payment method and (ii) you are authorizing Top Side (or its third-party provider) to charge all fees incurred by you. All fees are subject to applicable sales taxes and other local government charges, which may be charged and collected by Top Side.
D. If a Registered User desires to cancel its account, Top Side will cease drawing any further payments, but will not provide partial or pro rata refunds. If Top Side cancels a Registered User’s account due to a breach of these Terms of Use or the Privacy Policy, Top Side will cease drawing any further payments, but will not provide partial or pro rata refunds. Registered Users hereby waive any rights to partial or pro rata refunds for cancellations or terminations mid-month and acknowledge that Top Side may retain such funds as an administrative fee. You further agree that until your account is terminated, you will continue to accrue charges for which you remain responsible, even if you do not access or use your account or the Services.
E. If Top Side changes its pricing model for Registered User account, Registered Users will be alerted 60 days in advance of the change in pricing and may cancel their account if they do not agree to the changes. If a Registered User does not cancel its account before the pricing change goes into effect, the Registered User expressly agrees to the change in pricing. As noted above, it is each Registered Users’ responsibility to keep its contact information current with Top Side.
F. Top Side may use a third-party payment processor for Registered Users’ payments, and such payment processor may have separate terms of use or service. Such third-party payment processor’s terms of use are as set forth by such third-party on their platforms. As of the date of this terms of use, Top Side is using Stripe as its payment processor. Stripe’s terms can be accessed through its website, generally at https://stripe.com/.
G. All references to a “chargeback” refer to a reversal of a credit/debit card charge. There is no reason for a chargeback to ever be filed. If you dispute a payment, you agree to first contact Top Side regarding such dispute. You agree that you will not chargeback any amounts charged to your credit/debit card by top side in connection with the services and pursuant to this agreement. If you chargeback a credit/debit card charge for a payment initiated by you, you agree that top side may recover the amount of the chargeback, in addition any chargeback fees levied by a payment service provider, by any means deemed necessary, including but not limited to recharging your credit/debit card or having the amount recovered by a collection agency.

5. Prohibited Uses.
5.1. You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries); for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise; to transmit, or procure the sending of, any advertising or promotional material without our prior consent; to impersonate or attempt to impersonate any other party; or to engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which may harm Users of the Website or expose them to liability, in our sole discretion.
5.2. Additionally, you agree not to use the Website in any manner that could disable, overburden, damage, or impair the proper working of the site or interfere with any other party's use of the Website; use any device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website; use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use; or introduce any viruses or other material that is malicious or technologically harmful; attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website or attack the Website in any way.

6. Intellectual Property Rights.
6.1. You acknowledge and agree that the Services and any software used in connection with the Services contain proprietary and confidential information that is protected by applicable intellectual property law and other laws. The Website, the Services, and the entire contents, features, and functionality (including but not limited to all information, software, underlying code, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) associated therewith are owned by Top Side Finder LLC and are protected by United States intellectual property laws (including but not limited to copyright, trademark, and patent laws) and where applicable, international intellectual property laws. No right, title, or interest in or to the Website or any content on the Website is transferred to you. As between Users and Top Side, all right, title and interest in and to any intellectual property incorporated, used, or made viable in connection with to the Services will remain solely with Top Side. The term Top Side Finder, our logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Top Side Finder LLC. You agree that you are only using the Services for the purposes intended and set forth herein, and not for purposes of reverse engineering or otherwise discovering confidential or protected information about the Website or about Top Side.
6.2. These Terms of Use permit you to use the Website only for the purposes intended herein and not for any commercial use except as specified herein. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, intentionally store, or transmit any of the material on our Website. You may not modify copies of any materials from this site; delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site; or access or use for any commercial purposes any part of the Website or any services or materials available through the Website. 6.3. If you wish to make any use of material on the Website other than that set forth in this section, please address your request to: [email]. We may approve or deny such request in our sole discretion. If you do not receive a response from us, such non-response constitutes a denial of your request. Notwithstanding the foregoing, Registered Users who post Offered Items through the Website may link to their Public Profile or Offered Item on their own site or social media or other advertising with the sole purpose of promoting the offering of the Offered Items through the Website.

7. Monitoring, Enforcement, and Termination. We have the right to:
7.1. Remove or refuse to post any Contribution from any User for any or no reason in our sole discretion.
7.2. Take any action with respect to any Contribution from any User that we deem necessary or appropriate in our sole discretion, including if we believe that such contribution violates the Terms of Use or Privacy Policy, or could create liability for Top Side.
7.3. Disclose your identity or other personal information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
7.4. Take appropriate legal action, including without limitation, refer you to law enforcement, for any illegal or unauthorized use of the Website.
7.5. Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use.
7.6. Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS TOP SIDE AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
7.7. We do not undertake to review all Contributions before they are posted on the Website and cannot ensure prompt removal of objectionable material after it has been posted. We assume no liability for any action or inaction regarding transmissions, communications, or other Contributions provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

8. Content Standards. These content standards apply to any and all User Contributions and use of the Services generally. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, Contributions must not contain any material that (i) is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable; (ii) promotes sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (iii) infringes any intellectual property right or other legal rights of any other person; (iv) is likely to deceive any person; (v) promotes any illegal activity, or advocate, promote, or assist any unlawful act; (vi) impersonates any person, or misrepresent your identity or affiliation with any person or organization; or (vii) involves commercial activities or sales, other than as may be directly related to a Program as provided for herein.

9. Reporting Infringement.
9.1. Copyright Infringement and DMCA Notices. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Website infringe your copyright, you may request removal of those materials (or access to them) from the Website by submitting written notification to our copyright agent at [email]. The written notice (the “DMCA Notice”) must include substantially all the details as required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512). If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA. It is our policy in appropriate circumstances to disable and/or terminate the accounts of Users who are repeat infringers.
9.2. Trademark and Impersonation. Unless and until given information to the contrary, we assume that each Registered User has the right to create such account, make Contributions to the Website, and otherwise use the Services on behalf of such entity. We are not liable to any third-party if an unauthorized account is created on their behalf. If you feel that an account has been created on our Website on behalf of your entity that was not authorized, please use the email address noted in Section 10.2 herein to report such impersonation of your entity. You may also submit claims of trademark infringement or impersonation to the email address set forth in Section 9.1 herein.

10. Information About You. All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

11. Geographic Restrictions. The owner of the Website is based in the State of Indiana in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

12. Disclaimer of Warranties.
12.1. You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
12.2. YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER TOP SIDE NOR ANY PERSON ASSOCIATED WITH TOP SIDE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER TOP SIDE NOR ANYONE ASSOCIATED WITH TOP SIDE REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
12.3. TO THE FULLEST EXTENT PROVIDED BY LAW, WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
12.4. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

13. Limitation on Liability
13.1. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL TOP SIDE, ITS AFFILIATES, OR OUR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
13.2. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

14. Indemnification. You agree to defend, indemnify, and hold harmless Top Side, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your Contributions, any use of the Website's content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website.

15. Governing Law and Arbitration. YOU SHOULD READ THIS SECTION CAREFULLY AS IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
15.1. All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Indiana without giving effect to any choice or conflict of law provision or rule (whether of the State of Indiana or any other jurisdiction).
15.2. You and Top Side will engage in good faith negotiation to resolve any dispute, claim, or question, and use respective best efforts to settle the same, as a condition precedent to either party initiating any court action, lawsuit, mediation, or arbitration. If no resolution is reached, either party may initiate binding arbitration as the sole means to resolve claims, as provided herein. All claims arising out of or relating to this Agreement, including access to and use of the Services, shall be finally settled by binding arbitration administered by JAMS under the applicable commercial arbitration rules, excluding any rules or procedures governing or permitting class actions.
15.3. The arbitrator shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement, including whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written, non-appealable, and binding on the parties, and may be entered as a judgment in any court of competent jurisdiction.
15.4. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

16. Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

17. Entire Agreement. This Terms of Use and the Privacy Policy contain the entire agreement between Top Side and you as a User of the Services. No other communications, whether direct or indirect, between you and Top Side will, or are intended to, alter or supersede any provision of this Terms of Use or Privacy Policy.

18. Waiver and Severability.
18.1. No waiver by Top Side of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Top Side to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
18.2. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

19. Comments and Concerns. We welcome our Users to report any suspected violation of this Terms of User or Privacy Policy, including allegedly incorrect information posted by Users, regarding Offered Items or otherwise, by reaching out to us using the following contact email: [email]. We will investigate any such report and may act as we deem appropriate in our sole discretion.