Last Updated: July 8, 2022

Version: 2.0
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THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE ALL CLAIMS AND CONTAIN IMPORTANT DISCLAIMERS OF WARRANTIES, LIMITATIONS ON LIABILITY AND WAIVERS.  Please read the entire Terms of Use, but please read all capitalized provisions carefully as they contain important disclaimers and limitations.

These Terms of Use (the “Terms of Use”) are a legal agreement between you (“you” or “your”) and Topkey, Inc (and, as applicable, its affiliates) (“Topkey,” “we”, or “us”) regarding your use of the Topkey website at https://www.topkey.io/ (including any subdomains or mobile applications of such sites) (the “Sites”) or use of any Topkey Services (as defined below).  

By accessing the Sites or using the Services, you represent that you have read and agree to be bound by these Terms of Use and the Topkey Privacy Policy (the “Privacy Policy”) which is incorporated by reference to these Terms of Use. If you do not agree to these Terms of Use or the Privacy Policy, please do not access the Sites or use the Services.

The headline summaries at the beginning of each section are for reference purposes only, may not summarize all the rights and obligations contained in that section, and are not contract terms.

Modification of these Terms

We reserve the right to amend these Terms of Use or the Privacy Policy or impose additional obligations or restrictions on you at any time. As much as practicable, we will try to notify you of these changes if the obligations or restrictions they impose on you are material, as determined in our sole and reasonable discretion. However, by continuing to use the Sites or the Services, you agree to be bound by such amendments or additional obligations or restrictions regardless of our notification to you.

‍Please note that the date on the top of this page shows when the Terms of Use was last updated.

Services

The products and services (the “Services”) we provide consist of financial products (including, without limitation, a corporate card and expense management solution to streamline property managers’ financial and other workflows operations) that may be provided by us or issued by third parties or one or more of our banking partners. As a condition to your use of the Services, you may also agree to additional terms and conditions related to the Services with us or such banking or other partners (the “Additional Agreements”).

To the extent there is a conflict between these Terms of Use, on the one hand, and the Additional Agreements on the other hand, the Additional Agreements will govern with respect to the specific aspects of the conflict.

Commercial Use Only

Please note that the Services, including any provision of any financial products, are for commercial use only and not intended for personal, family, or household use.

Age Restrictions

Your use of the Site and/or Services is intended only for persons aged eighteen (18) years or older.

Eligibility

The Services are intended only for and may only be used by businesses domiciled in the United States.

As part of your onboarding process, we, or our partners, may conduct customary due diligence and “know your business” reviews. As part of the review process, you may be required to provide additional information to us. You agree that any information you provide will be true and accurate. If any of the information you previously provided has changed, you agree to update Topkey with your current information as soon as practicable.

We reserve the right to reject, suspect, or terminate your application for your use of the Services if we, or our partners, determine that you are not eligible for the Services pursuant to our or our partner’s policies and procedures, regulatory guidance, or applicable law.

Your Account and Use of the Sites

When you use the Sites or any of the Services, you may be required to open an account with us (a “Topkey Account”). As part of the account opening process, you may be required to provide certain personally identifiable information about yourself (including, for example, name, email address, or telephone number) or business information. The collection and use of this information will be governed by the Privacy Policy.

In setting up your Topkey Account with us, you agree that you will provide true and accurate information. If any of the information you previously provided has changed, you agree to update Topkey with your current information as soon as practicable.

You may be asked to designate one or more administrators of your Topkey Account. You agree to keep your Topkey Account details secure and only share with those individuals who are authorized. Ultimately, you are responsible for any activity associated with your Topkey Account. If you believe your Topkey Account details have been compromised in any way, you agree to notify us immediately at support@topkey.io.

We reserve the right to decline you for an account or to terminate your Topkey Account for any reasons permitted by applicable law including if you violate these Terms of Use or any other agreements you may have with us.

Site Content and Ownership

You agree that Topkey or one of its affiliates owns all right, title, and interest in, or has a license to, any design, text, sounds recordings, images, software, code, system, technology, content, procedures and other intellectual property used or embedded in the Sites or the Services including, without limitation, the Topkey name, logo, and any other trademarked material and including all the content on the Sites (collectively, the “Topkey IP”).

You may not copy, transmit, display, distribute, repost, reproduce, republish, perform, license, alter, frame, store for subsequent use, modify or otherwise use in whole or in part in any manner any Topkey IP without our prior written consent or unless as expressly permitted herein.

Provided that you are eligible for use of the Site and the Services, you are granted a limited, revocable, non-sublicensable, nontransferable license to access and use the Topkey IP solely for your own use and not for distribution (including to download or print these Terms of Use or the Privacy Policy so long as you do not remove any copyright or other notice as may be contained in such content). Any other use of the Topkey IP is strictly prohibited and will terminate the license granted herein. Any rights not expressly granted herein are reserved by Topkey.

You agree that "topkey.io", “Topkey, and Topkey’s word marks, logos, page headers, custom graphics, button icons, and scripts are Topkey’s or its affiliate’s service marks, trademarks, and/or trade dress (“Topkey Trademarks”). Nothing in these Terms of Use should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Topkey’s Trademarks without Topkey’s prior and express written consent. All goodwill generated from the use of Topkey’s Trademarks will inure to our exclusive benefit.

Solicited User Content; Unsolicited Submissions

From time to time, we may ask you to provide feedback, information, or ideas on the Sites or the Services, for example in the form of customer surveys or other interactions we may have with you (collectively, “Solicited User Content”). Unless otherwise indicated, any such Solicited User Content will be deemed and remain the property of Topkey, are non-confidential, and may be used by us without any restriction or compensation owed to you.

In order to avoid any misunderstanding, legal or otherwise, we do not accept or consider or review unsolicited materials, feedback, or ideas on the Sites or the Services (“Unsolicited User Content”). Should you send any Unsolicited User Content to us, you acknowledge and waive any claims against Topkey and its affiliates regarding any similarities between your Unsolicited User Content and any products, services, or features that Topkey may build or design in the future.

Third Party Sites and Content

From time to time, Topkey may provide links to, or by using the Site or the Services you may have access to or be directed to, third party websites (“Third Party Sites”) or articles, photographs, text, graphics, pictures, designs, music, sound, video, information, software and other content belonging to or originating from third parties (“Third Party Content”).

We do not have control over these Third Party Sites and/or Third Party Content and are not responsible for the content or access (or lack of access) to these other Third Party Sites and/or Third Party Content.

If you decide to leave the Site and access any Third Party Site (including accessing any Third Party Content), you do so at your own risk and you should be aware that our terms and policies no longer govern.

Communications

You agree that we may communicate with you by email, telephone, text message, regular mail, or through any other contact method or information you may provide to us.B

By providing us with a telephone number for a mobile device, including a number that you later convert to a mobile device number, you are expressly consenting to receiving communications—including but not limited to prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system—from us and our affiliates and agents at that number.

This express consent applies to each such telephone number that you provide to us now or in the future. Calls and messages may incur access fees from your mobile services provider. You understand that you need not provide this consent as a condition of obtaining goods or services from us, and that you may decline to provide or revoke your consent at any time by emailing us at support@topkey.io or by any other method that reasonably ensures we receive your revocation.

By providing us with a telephone number, you agree that Topkey may record any telephone conversation with you (or any another individual) during any telephone call to or from that number for training purposes, whether or not the call was initiated by you, and whether we disclosed the fact that the call was recorded during the call.

Prohibited Activities

As a condition to accessing the Site or using the Services, you agree that you will not (each, a “Prohibited Activity”):

1. Use the Sites or the Services for a fraudulent or unlawful purpose;
2. Use the Sites or Services to violate the legal rights of others, including others’ privacy rights or rights of publicity, or harvest or collect personally identifiable information about other users;
3. Impersonate any person;
4. Interfere with or disrupt the operation of the Sites or the Services or the servers or networks used to make the Sites or Services available;
5. Restrict or inhibit any other person from using the Sites or the Services;
6. Reproduce, duplicate, copy, sell, resell, or otherwise exploit for any commercial purpose, any portion of, use of, or access to the Sites or Services;
7. Modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Sites or Services;
   
8. Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine,” or in any way gather Topkey’s content or reproduce or circumvent Topkey’s navigational structure or presentation;
9. Use any data mining, robots, scraping, decomposing, decompiling, disassembling, reverse engineering, or similar data gathering or extraction methods;
10. Post, transmit, or otherwise make available on the Sites any material that would give rise to criminal or civil liability; that encourages conduct that constitutes a criminal offense; or that encourages or provides instructional information about illegal activities or activities such as “hacking,” “cracking,” or “phreaking”; or
11. Do anything in connection with Topkey’s Sites or Services not expressly authorized by these Terms of Use.

Compliance with Laws; Eligibility

You agree that you will not engage in any activities on the Sites that are contrary to law or regulation. You represent and warrant that you are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and you are not listed on any United States government list of prohibited or restricted parties. By using the Sites, you represent and warrant that you are eligible to do so. If we determine in our sole discretion that we are not permitted to transact business with you under the laws of the United States, we reserve the right to not do so.

Topkey makes no representation that the materials contained in the Sites are appropriate or authorized for use in all countries, states, provinces, counties, or any other jurisdictions. If you choose to access the Sites, you do so on your own initiative and risk and are responsible for compliance with all applicable laws and regulations.

Termination

You may terminate your Topkey Account and these Terms of Use at any time by providing notice to us at support@topkey.io. Your termination will only be effective once all obligations that you have to us (including any outstanding payment obligations) have been fulfilled. We may use a commercially reasonable amount of time to respond to your request and close your Topkey Account once all of your obligations to us have been fulfilled.

As described elsewhere in these Terms of Use, we may terminate your Topkey Account at any time with or without notice to you for any reason permitted under applicable law including for non-payment of fees, breach of these Terms of Use, violation of our policies and procedures, or at the direction of our banking partners.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership of intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.

Please review our Privacy Policy to determine how we may use your information even after termination of your account.

Disclaimer of Warranties

THE SITES AND/OR SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING EXPRESS OR IMPLIED WARRANTIES. TOPKEY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITES AND/OR SERVICES TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, INCLUDING ANY LIABILITY FOR ERRORS OR OMISSIONS IN ANY INFORMATION PROVIDED ON THE SITES AND/OR SERVICES, ANY WARRANTIES REGARDING THE OPERABILITY OF THE SITES AND/OR SERVICES, OR ANY LIABILITY FOR ANY SERVICE INTERRUPTIONS OR SYSTEMS FAILURES THAT MAY AFFECT THE SITES OR SERVICES AT ANY TIME.

WE CANNOT GUARANTEE AND DO NOT WARRANT THAT YOUR ACCESS TO THE SITES AND/OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT THE SITES AND/OR SERVICES WILL BE FREE OF COMPUTER VIRUSES, TROJAN HORSES, WORMS, MALWARE OR OTHER HARMFUL COMPONENTS.

If you are a user from a jurisdiction that does not allow the exclusion of certain types of warranties, you agree that the foregoing section titled “Disclaimer of Warranties” is intended to be as broad as permitted under the laws of such jurisdiction. If any portion of this section is held to be invalid under the laws of such jurisdiction, the invalidity of such portion will not affect the validity of the remaining portions of the applicable sections.

Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING IN THESE TERMS OF USE TO THE CONTRARY, IN NO EVENT WILL WE, OUR AFFILIATES OR OUR RESPECTIVE DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF INTANGIBLES, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, LOSS OF SECURITY OF INFORMATION OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TOPKEY WOULD NOT MAKE THE SITES OR SERVICES AVAILABLE OR ALLOW ACCESS TO THE SITES OR SERVICES TO YOU WITHOUT SUCH LIMITATIONS. THESE LIMITATIONS WILL APPLY EVEN IF WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL OUR AGGREGATE LIABILITY TO YOU FOR ANY LOSS, DAMAGE, OR CLAIM, RELATED TO OR ARISING OUT OF YOUR USE OF THE SITES EXCEED THE AMOUNT PAID BY YOU FOR ACCESSING THE SITES OR USD $100 IF YOU HAVEN’T PAID ANYTHING TO ACCESS THE SITES.

If you are a user from a jurisdiction that does not allow the limitation of certain liabilities, you agree that the foregoing section titled “Limitation of Liability” is intended to be as broad as permitted under the laws of such jurisdiction. If any portion of this section is held to be invalid under the laws of such jurisdiction, the invalidity of such portion will not affect the validity of the remaining portions of the applicable sections.

Indemnity

You will indemnify and defend each of Topkey and its affiliates, and their respective partners, directors, officers, employees, agents, trustees, administrators, managers, advisors, and representatives (each an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all claims, litigation, investigations, proceedings, losses, damages, fines, penalties, liabilities, settlements, costs, fees, and expenses incurred by any Indemnitee or asserted against any Indemnitee by any person arising out of, in connection with, related to, or as a result of your breach or inaction resulting in breach by you of any of your representations, warranties, covenants, or agreements contained in these Terms of Use.

If you are a user from a jurisdiction that does not allow certain indemnification obligations, you agree that the foregoing section titled “Indemnity” is intended to be as broad as permitted under the laws of such jurisdiction. If any portion of this section is held to be invalid under the laws of such jurisdiction, the invalidity of such portion will not affect the validity of the remaining portions of the applicable sections.

Governing Law

These Terms of Use will be interpreted in accordance with the laws of the State of Delaware without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration section below must be brought in state or federal court in Delaware, unless we both agree to some other location, and you hereby consent to the venue and personal jurisdiction of such court.

Arbitration

In case of a dispute, you are agreeing to waive certain rights, including the right to sue in court, the right to a jury, and the right to participate in class proceedings.

1. Each party (each, a “Party” and together, the “Parties”) to these Terms of Use agrees that all Claims between or among them will be resolved by binding arbitration through either the Judicial Arbitration and Mediation Services (“JAMS”) or the American Arbitration Association (“AAA”). Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. A Party may initiate arbitration by serving a written demand for arbitration. If the Claim underlying the demand is not resolved informally between the Parties, the Parties agree that the arbitration will commence within 30 days of the date on which the written demand for arbitration is served.

2. For purposes of this section, “Claim” means any claim, dispute, or controversy arising under these Terms of Use, or the interpretation, performance, or breach of these Terms of Use, and/or activities, or relationships that involve, lead to, or result from these Terms of Use.

3. If a Claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents the Parties submit to the arbitrator, unless a Party requests a hearing or the arbitrator determines that a hearing is necessary. If a claim exceeds $10,000, the right to a hearing will be determined by the rules of the selected arbitration organization. The hearing may be held telephonically or videographically if agreed to by the Parties and permitted by applicable rules.

4. Notwithstanding anything in these Terms of Use to the contrary, each Party retains the right to pursue in small claims court any dispute within that court’s jurisdiction. Further, this arbitration provision will apply only to disputes in which a Party seeks to recover an amount of money (excluding attorneys’ fees and costs) that exceeds the jurisdictional limit of the small claims court.

5. The Party initiating the arbitration will pay the filing fee provided that if the Claim initiated by you is for less than $10,000, then Topkey will reimburse you for the filing fee.

6. Any arbitration proceeding will be conducted in accordance with JAMS Streamlined Arbitration Rules and Procedures or the Expedited Procedures of the AAA’s Commercial Arbitration Rules and Mediation Procedures (“Rules”). If a conflict or inconsistency arises between the rules and procedures of the selected arbitration administrator and this arbitration provision, this arbitration provision will control. For a copy of relevant rules and procedure or for other information about JAMS, write them, visit their website, or call them at: info@jamsadr.com, http://www.jamsadr.com, or 1-800-352-5267. To file a Claim with JAMS, mail JAMS’ Demand for Arbitration form to: JAMS Atlanta Resolution Center, One Atlantic Center, 1201 West Peachtree, NW, Suite 2650, Atlanta, GA 30309. For a copy of relevant rules and procedure or for other information about AAA, write them, visit their website, or call them at: websitemail@adr.org, http://www.adr.org, or 1-800-778-7879. To file a Claim with AAA, submit AAA’s Filing Form at https://www.adr.org/Support.

7. The Parties acknowledge that these Terms of Use evidences a transaction involving interstate commerce. Notwithstanding any other governing law provision in these Terms of Use, any arbitration conducted pursuant to the terms of these Terms of Use will be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16).

8. CLASS ACTION WAIVER. NO PARTY WILL BE ENTITLED TO JOIN OR CONSOLIDATE DISPUTES BY OR AGAINST OTHERS IN ANY ARBITRATION, OR TO INCLUDE IN ANY ARBITRATION, ANY DISPUTE AS A REPRESENTATIVE OR MEMBER OF A CLASS, OR TO ACT IN ANY ARBITRATION IN THE INTEREST OF THE GENERAL PUBLIC OR IN A PRIVATE ATTORNEY GENERAL CAPACITY

9. JURY TRIAL WAIVER. BY AGREEING TO ARBITRATE ALL CLAIMS, ALL PARTIES WAIVE ALL RIGHTS TO A TRIAL BY JURY. THE PARTIES ACKNOWLEDGE THAT EACH MAKES THIS WAIVER KNOWINGLY, WILLINGLY, AND VOLUNTARILY AND WITHOUT DURESS, AND ONLY AFTER EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH ITS

Miscellaneous

The Terms of  Use are between you and Topkey and these Terms of Use will not vest any rights, either on your behalf or otherwise, to any third party from your use of the Site or the Services provided, however, that affiliates of Topkey are intended third party beneficiaries of these Terms of Use (including in particular and without limitation, the “Arbitration”, “Limitation of Liability”, “Disclaimer of Warranties”, and “Indemnity” sections).

The failure of Topkey or its affiliates to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms of Use is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

You agree that Topkey in its sole discretion may suspend or block your use of the Sites for any reason, including, without limitation, if Topkey believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Use. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. You may not assign your rights or obligations under these Terms of Use to any other party without our prior written consent. Topkey may freely assign its rights and obligations under these Terms of Use at any time without notice.
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If you have any questions about these Terms of Use, please email us at support@topkey.io.

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