Terms of Service
Effective January 1, 2024 · Last updated December 15, 2024
By accessing or using Topplancer ("Platform", "Service", "we", "us", or "our"), you agree to be bound by these Terms of Service ("Terms"). These Terms constitute a legally binding agreement between you and Topplancer.
If you do not agree to these Terms, you must not access or use our Platform. Your continued use of the Platform following any changes to these Terms constitutes acceptance of those changes.
These Terms apply to all users of the Platform, including but not limited to clients, freelancers, visitors, and any other users of our services.
Age Requirements: You must be at least 18 years old to use this Platform. By using our services, you represent and warrant that you are at least 18 years of age.
Legal Capacity: You must have the legal capacity to enter into a binding contract. If you are using the Platform on behalf of a company or organization, you represent that you have the authority to bind that entity to these Terms.
Restricted Regions: Our services may not be available in all jurisdictions. You are responsible for ensuring that your use of the Platform complies with all applicable local, state, national, and international laws and regulations.
Account Creation: To access certain features of the Platform, you must create an account. You agree to provide accurate, current, and complete information during the registration process.
Accuracy of Information: You are responsible for maintaining the accuracy of your account information and updating it as necessary. Providing false or misleading information may result in account termination.
Account Security: You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must immediately notify us of any unauthorized use of your account.
One Account Policy: Each user is permitted to maintain only one active account. Creating multiple accounts may result in suspension or termination of all associated accounts.
For Clients: Our Platform enables clients to post job opportunities, search for qualified freelancers, communicate with potential hires, and manage projects. Clients can review freelancer profiles, portfolios, and ratings to make informed hiring decisions.
For Freelancers: Freelancers can create professional profiles, showcase their work, browse job listings, submit proposals, and communicate with potential clients. Our Platform provides tools to manage projects, track time, and receive payments.
Platform as Intermediary: Topplancer acts solely as an intermediary platform connecting clients and freelancers. We do not employ freelancers, nor do we provide freelance services directly. All work arrangements are between clients and freelancers.
No Employment Relationship: No employment, partnership, joint venture, or agency relationship exists between Topplancer and any user. Freelancers are independent contractors responsible for their own taxes, insurance, and business operations.
Prohibited Activities: You agree not to engage in any of the following prohibited activities:
- Posting false, misleading, or fraudulent content
- Harassing, threatening, or abusing other users
- Attempting to circumvent platform fees or payment systems
- Sharing account credentials with others
- Using automated systems or bots to access the Platform
- Posting content that infringes intellectual property rights
- Engaging in spam or unsolicited marketing
- Attempting to hack, disrupt, or damage the Platform
Content Guidelines: All content posted on the Platform must be professional, respectful, and relevant. Content that is offensive, discriminatory, or inappropriate will be removed.
Communication Standards: Users must communicate professionally and respectfully. Harassment, threats, or abusive language will not be tolerated.
Consequences of Violations: Violation of these conduct rules may result in warnings, account suspension, or permanent termination, at our sole discretion.
Service Fees: Topplancer charges service fees for facilitating connections and transactions between clients and freelancers. Current fee structures are available on our Pricing page and may vary based on subscription level or transaction type.
Payment Processing: All payments are processed through secure third-party payment processors. By using our Platform, you agree to the terms of our payment processors.
Currency and Taxes: Prices are displayed in USD unless otherwise specified. Users are responsible for all applicable taxes, including sales tax, VAT, and income tax.
Invoicing: Invoices will be provided for all transactions. Clients agree to pay all invoiced amounts within the specified payment terms.
Escrow Arrangements: For certain transactions, funds may be held in escrow until project milestones are completed. Escrow terms will be clearly specified for applicable projects.
Platform Ownership: All rights, title, and interest in the Platform, including all software, designs, graphics, text, and other content, are owned by Topplancer or our licensors. You may not copy, modify, distribute, or create derivative works without our express written permission.
User Content Licensing: By posting content on the Platform, you grant Topplancer a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and display your content for the purpose of operating and promoting the Platform.
Work Product Ownership: Ownership of work product created through the Platform is determined by the agreement between the client and freelancer. Unless otherwise specified in writing, work product is owned by the client upon full payment.
Trademark Usage: Topplancer trademarks, logos, and service marks may not be used without our prior written consent. Unauthorized use may constitute trademark infringement.
Independent Contractor Status: Freelancers are independent contractors and not employees of clients or Topplancer. Each freelancer is responsible for their own taxes, insurance, and compliance with applicable laws.
Contract Formation: Contracts are formed directly between clients and freelancers. Topplancer provides tools to facilitate these agreements but is not a party to them.
Dispute Handling: Clients and freelancers are encouraged to resolve disputes directly. Topplancer may provide mediation services but is not obligated to intervene in disputes between users.
Platform Limitations: Topplancer does not guarantee the quality, safety, or legality of services provided by freelancers. We do not conduct background checks or verify credentials unless explicitly stated.
Informal Resolution: Before initiating formal dispute resolution, parties agree to attempt to resolve disputes informally through direct communication and good-faith negotiation.
Mediation: If informal resolution fails, parties may engage in mediation. Topplancer may provide mediation services or recommend third-party mediators.
Arbitration Clause: Any disputes arising from these Terms or use of the Platform shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in San Francisco, California.
Class Action Waiver: You agree to resolve disputes on an individual basis only. You waive any right to participate in class action lawsuits or class-wide arbitration.
Exceptions: Either party may seek injunctive relief in court to prevent irreparable harm. Small claims court actions are also permitted.
Disclaimer of Warranties: THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Limitation Caps: TO THE MAXIMUM EXTENT PERMITTED BY LAW, Topplancer'S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE MONTHS PRECEDING THE CLAIM, OR $100, WHICHEVER IS GREATER.
Exclusions: WE ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION.
User Obligations: You agree to indemnify, defend, and hold harmless Topplancer, its affiliates, officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from:
- Your use of the Platform
- Your violation of these Terms
- Your violation of any rights of another party
- Your content or conduct on the Platform
Defense and Settlement: We reserve the right to assume exclusive defense and control of any matter subject to indemnification, at your expense. You agree to cooperate with our defense of such claims.
Termination by User: You may terminate your account at any time by contacting our support team or using the account deletion feature. Termination does not relieve you of obligations incurred prior to termination.
Termination by Platform: We reserve the right to suspend or terminate your account at any time, with or without cause, and with or without notice. Reasons for termination may include violation of these Terms, fraudulent activity, or prolonged inactivity.
Effect of Termination: Upon termination, your right to access and use the Platform immediately ceases. We may delete your account data, though some information may be retained as required by law or for legitimate business purposes.
Survival: Sections relating to intellectual property, limitation of liability, indemnification, and dispute resolution survive termination of these Terms.
Applicable Jurisdiction: These Terms are governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions.
Venue for Disputes: Subject to the arbitration clause, any legal action or proceeding arising under these Terms shall be brought exclusively in the federal or state courts located in San Francisco County, California. You consent to the personal jurisdiction of such courts.
Modification Rights: We reserve the right to modify these Terms at any time. We will make reasonable efforts to notify users of material changes through email or Platform notifications.
Notice of Changes: Updated Terms will be posted on this page with a revised "Last Updated" date. Material changes will be announced at least 30 days before taking effect.
Continued Use Acceptance: Your continued use of the Platform after changes take effect constitutes acceptance of the revised Terms. If you do not agree to the changes, you must stop using the Platform and terminate your account.
If you have any questions, concerns, or legal inquiries regarding these Terms of Service, please contact us:
legal@Topplancer.com
Mailing Address
Topplancer Legal Department
123 Innovation Drive, Suite 400
San Francisco, CA 94102
United States