Terms Of Use

  1. Definitions
    1. Whenever used in this Agreement the following terms shall have the meanings set out below:
      1. “Content” means anything you post on Top That that would not be included in the definition of information;
      2. “Data” means any content and information that third parties can retrieve from Top That or provide to Top That through Platform;
      3. “Information” means any facts and other information about you, including actions you take;
      4. “Post” means to place Content on Top That or otherwise make it available to us (such as by voting in a competition);
      5. “Services” means the services provided under the website www.topthat.com;
      6. “Top That”, “Us”, “We” and “Our” means Top That (SEZC) Ltd, its affiliates or assigns;
      7. “Terms” means these Terms of Service and accompanying policy statements as amended from time to time;
      8. “Use” means use, copy, publicly perform or display, distribute, modify, translate or create derivative works of.
      9. “User” means an account holder or person who uses the Services through another persons account;
      10. “You” and “Yours” means the account holder or ultimate user (whether registered or not) of the Services;
    2. The headings in these Terms are for convenience only and do not affect their construction or interpretation.
    3. References to clauses are references to the clauses of these Terms unless otherwise specified;
    4. Words in the singular shall be taken to include the plural and vice versa.
  2. Acceptance
    1. The Terms set out below constitute a legally binding agreement between You and Top That. Your acceptance of these Terms will be confirmed by:
      1. clicking to accept or agree to the Terms; or
      2. by actually using the Services (whether through your own account or through the account of another). In this case, you understand and agree that Top That will treat your use of the Services as acceptance of the Terms from that point onwards.
    2. You may not use the Services if you do not accept the Terms.
    3. As these Terms form a legally binding agreement, you should print off or save a local copy of the Terms for your records.
  3. Capacity
    1. In agreeing to accept these Terms, you affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms.
    2. In any case, you affirm that you are over the age of 13, as the Services are not intended for children under 13. If you are under 13 years of age, then please do not use the Services. You should talk to your parents about what sites may be appropriate for you.
  4. Amendments
    1. Top That reserves the right to change these Terms. We will give notice of any changes to these Terms by posting the revised version on the website and your continued use of the Services will constitute acceptance of the revised Terms.
  5. Services
    1. The Services covered by these Terms are the features and services made available from time to time under the web site www.topthat.com and any other Top That branded or co-branded websites (including sub-domains, international versions, widgets, and mobile versions) now existing or later developed.
    2. You acknowledge and agree that the form and nature of the Services which Top That provides may change from time to time without prior notice to you.
    3. You agree to use the Services only for purposes that are permitted by (a) these Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.
    4. The Services provided by Top That may be provided by any subsidiary or affiliated entity anywhere in the world and you acknowledge and agree that these subsidiaries and affiliates shall be entitled to provide the Services to you.
    5. The Services are provided as is and you use them at your own risk. We will use best endeavours to keep the Services up and free from viruses, but the Services are provided without any warranty, express or implied, as to the quality or availability of the Services or the safety of the website.
    6. The Services are provided subject to the restrictions, limitations of liability, exclusions and releases contained in these Terms.
    7. In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Services, or as part of your continued use of the Services. You agree that any registration information you give to Top That will always be accurate, correct and up to date and you consent to having your personal data transferred to and processed pursuant to the laws of the Cayman Islands.
    8. You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Top That, unless you have been specifically allowed to do so in a separate agreement with Top That. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.
    9. You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
    10. Unless you have been specifically permitted to do so in a separate agreement with Top That, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
    11. You acknowledge that Top That (or Top That’s licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether registered or not). Unless you have been specifically permitted to do so in a separate agreement with Top That, you agree that you will not use any of Top That’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.
    12. You agree that you are solely responsible for (and that Top That has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Top That may suffer) of any such breach.
    13. Some of the Services are supported by advertising revenue and may display advertisements and promotions. The manner, mode and extent of advertising by Top That on the Services are subject to change without specific notice to you. In consideration for Top That granting you access to and use of the Services, you agree that Top That may place such advertising on the Services.
  6. Your Rights
    1. As a Top That account holder you may submit Content to the Service, including photographs, videos and user comments. You understand that Top That does not guarantee any confidentiality with respect to any Content you submit. You should only provide Content that you are comfortable sharing with others under these Terms.
    2. You retain your rights to any Content you submit, post or display on or through the Services. By submitting, posting or displaying Content on or through the Services, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content in any and all media or distribution methods (now known or later developed). When you delete Content you understand that it may persist in backup copies for a reasonable period of time (but will not be available to others).
    3. You agree that this license includes the right for Top That to make such Content available to other companies, organizations or individuals who partner with Top That for the syndication, broadcast, distribution or publication of such Content on other media and services, subject to our terms and conditions for such Content use.
    4. Such additional uses by Top That, or other companies, organizations or individuals who partner with Top That, may be made with no compensation paid to you with respect to the Content that you submit, post, transmit or otherwise make available through the Services.
    5. We may modify or adapt your Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media.
    6. You are responsible for your use of the Services, for any Content you provide, and for any consequences thereof, including the use of your Content by other users and our third party partners. You understand that your Content may be rebroadcasted by our partners and if you do not have the right to submit Content for such use, it may subject you to liability. Top That will not be responsible or liable for any use of your Content by Top That in accordance with these Terms. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit.
    7. Top That gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software that is provided to you by Top That as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Top That, in the manner permitted by these Terms.
  7. Our Rights
    1. We reserve the right to stop providing all or part of the Services to you, temporarily or permanently, without notification or explanation. Without prejudice to the foregoing, we will endeavour to notify you the next time you attempt to access the Services if we have taken the decision to suspend or terminate your account. You may also delete your account at any time. Whether terminated by us or by you, it is agreed that provisions 11, 14 and 15 shall survive termination.
    2. We reserve the right to remove Content alleged to be infringing our Copyright Policy without prior notice and at our sole discretion. In appropriate circumstances, Top That will also terminate a user’s account if the user is determined to be a repeat infringer.
    3. All of our rights and obligations contained in these Terms are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.
    4. All right, title, and interest in and to the Services (excluding Content provided by users) are and will remain the exclusive property of Top That and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives you a right to use the Top That name or any of the Top That trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding Top That, or the Services is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you. e. Nothing in these Terms shall prevent us from complying with the law.
  8. Passwords
    1. You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services. Accordingly, you agree that you will be solely responsible to Top That for all activities that occur under your account.
    2. Top That encourages the use of strong passwords, being passwords containing a variety of numbers, upper case letters and lower case letters.
    3. If you become aware of any unauthorized use of your password or of your account, you agree to notify us immediately at admin@topthat.com.
    4. Top That accepts no liability for any loss or damage howsoever arising in the event that your account is compromised.
  9. Restrictions
    1. You will not:
      1. transfer any of your rights or obligations under this Statement to anyone else without our consent;
      2. send or otherwise post unauthorized commercial communications (such as spam) on Top That or collect users' content or information, or otherwise access Top That, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our permission.
      3. engage in unlawful multi-level marketing, such as a pyramid scheme, on Top That.
      4. upload viruses or other malicious code or post any material which contravenes our Content Monitoring Policy.
      5. transfer your account (including any page or application you administer) to anyone without first getting our written permission.
      6. post content or take any action on Top That that infringes or violates someone else's rights or otherwise violates the law or is otherwise in breach of our Copyright Policy. We can remove any content or information you post on Top That if we believe that it violates our Copyright Policy.
  10. General Terms
    1. You agree that Top That may provide you with notices, including those regarding changes to the Terms, by email or postings on the Services.
    2. You acknowledge and agree that Top That its affiliates and assigns, and any service providers to Top That, shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favour of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.
    3. You understand that when using the Service, you will be exposed to Content from a variety of sources, and that Top That is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Top That with respect thereto, and, to the extent permitted by applicable law, agree to indemnify and hold harmless Top That, its owners, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters related to your use of the Service.
    4. You should be aware that Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that Content to Top That (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by Top That or by the owners of that Content, in a separate agreement.
  11. Exclusions
    1. Top That will not be liable to you for any lost profits or other consequential, special, indirect, or incidental damages howsoever arising out of or in connection with these Terms, the Services (or failure to provide the Services) or the use of www.topthat.com, even if we have been advised or ought to have been aware of the possibility of such damages.
    2. Our aggregate liability arising arising out of or in connection with these Terms, the Services (or failure to provide the Services) or the use of www.topthat.com will not exceed the greater of one hundred dollars (CI$100) or the amount you have paid us in the preceding twelve months.
    3. To the extent that any applicable law restricts the limitation or exclusion of liability, Top That's liability will be limited to the fullest extent permitted by applicable law.
    4. To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless Top That, its affiliates, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Services; (ii) your violation of any term of these Terms; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Content caused damage to a third party. This defence and indemnification obligation will survive these Terms and your use of the Service.
  12. Links
    1. The Services may contain links to third-party websites or resources. You acknowledge and agree that we are not responsible or liable for:
      1. the availability or accuracy of such websites or resources; or
      2. the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Top That of such websites or resources or the content, products, or services available from such websites or resources.
    2. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
  13. Waiver and Severability
    1. Any failure by Top That to enforce any of these Terms will not constitute a waiver of our rights. Any waiver of any right of enforcement arising under these Terms must be made in writing and signed by us.
    2. If any clause is or portion of these Terms are found to be unenforceable, the remaining clauses or portion will remain in full force and effect.
  14. Entire Agreement
    1. These Terms, as revised from time to time by Top That in accordance with Article 4 above, together with the Content Monitoring Policy, Copyright Policy and Privacy Policy constitute the whole and only agreement between You and Top That.
  15. Controlling Law and Jurisdiction
    1. This Agreement shall be governed by, and construed in accordance with, the laws of the Cayman Islands.
    2. The Courts of the Cayman Islands are to have exclusive jurisdiction to settle any dispute arising out of, or in connection with, these Terms or the Services. Any proceeding, suit or action arising out of, or in connection with, these Terms or the Services shall be brought in the Courts of the Cayman Islands.
The website under www.topthat.com and the services on these pages are being offered to you by:
Top That (SEZC) Limited,
a special economic zone company established and registered according to the law of the Cayman Islands.
PO Box 2636 GT Grand Cayman KY1-1102 Cayman Islands

This agreement was written in English (UK). To the extent any translated version of this agreement conflicts with the English version, the English version controls.

Date of Last Revision: 18 April 2012.