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Terms and Conditions

UK Privacy Policy

About Topia
Topia App Limited (“Topia”, “we”, “us” or “our”) provides a complete financial solution to help you track, monitor and optimize your journey to FI. Topia’s fundamental purpose is to revolutionize this process, negating the traditionally challenging need to manually track your finances using multiple Excel spreadsheets. Topia App Limited is a Delaware corporation, established 15 March 2022.

Description of our Services
Our goal is to provide you with a personalized money management solution for a better financial life. Our services (“Services”) comprise the following features, delivered to you through our App, marketing partners, and through communications with our professionals:

Financial account aggregation
We offer financial account aggregation, where Topia, acting as your authorized agent, will retrieve your financial account information, such as your account balances, transactions and holdings, from institutions you designate. Financial account aggregation is an optional Service you may utilize by providing your financial account credentials, allowing us to securely connect with third-party financial institutions to present your financial information on our App. Account data is regularly refreshed, providing you with up-to-date financial information.

Financial visualizations
Your financial account information, collected through account aggregation or manual account information you provide, is used to display your roadmap to Financial Independence (“FI”). Financial visualizations include charts, detailed transactional data and other financial account data that we present to you, summarizing your finances at a glance.

Financial insights
Your financial account information, along with optional personal and financial information you may provide, is used to generate financial insights. We utilize your aggregated account data, along with stated assumptions or information you provide, to share important financial observations to make you aware of your overall financial picture and opportunities to improve it.

 

Agreement and Acceptance of Terms
This Terms of Use Agreement, along with any exhibits, disclosures, addendums or amendments hereto, as it may be amended or modified from time to time (collectively, this “Agreement”) constitutes an agreement between you and us which sets forth the terms and conditions applicable to your access and use of our App and our Services. In this Agreement, we refer to those who use our Services collectively as “users”.

Your use of the App and/or Services is subject to our Privacy & Security Statement, which explains how we gather, use, disclose and manage your personal information. Terms used but not defined in this Agreement have the meanings provided to them in our Privacy Policy.

Please read this Agreement and our Privacy Policy carefully. THIS AGREEMENT REQUIRES ALL DISPUTES TO BE RESOLVED BY WAY OF BINDING ARBITRATION. THE TERMS OF THE ARBITRATION CLAUSE APPEAR IN SECTION 19 OF THIS AGREEMENT.

By accessing or using Topia, you understand and agree to be bound by the terms and conditions of this Agreement and the Privacy Policy as they may be amended from time to time in the future. If you do not agree to this Agreement, then you may not use the Services. You also agree that:

You are able to enter into legally binding contracts, and you agree that this Agreement legally binds you in the same manner that a signed, written, paper contract does. You may not use the App or Services or attempt to access the App or any Service if you are not willing to be bound and abide by this Agreement.
We are not responsible for third-party products and services or for the accuracy of the data obtained from third-party sites that are displayed or reported in Topia. While Topia may provide significant assistance in helping you manage your journey to FI, you should consult with a professional financial advisor before making investment decisions or deciding on significant changes to your personal financial strategy.
We reserve the right to change or modify this Agreement or our Privacy Policy, or modify or discontinue any portion of the Services or features and functionality provided through Topia, from time to time. If we decide to change this Agreement or our Privacy Policy, we will post such changes on our website, and such changes will be effective at such time.
We reserve the right to modify or temporarily discontinue your access to the App or portion thereof, or any Service, with or without prior notice to you. You agree that we shall not be liable to you or any third party for any modification of Topia, the Services, this Agreement, or your access to the App or Services.
Topia is intended to be accessed and used only by individuals that have reached the legal age of majority in the jurisdiction where they are located. You may not use or access this App or any Service unless you have reached the legal age of majority in the jurisdiction where you are located.


Topia App Disclaimer
By using the Services, you understand and acknowledge that the results you could obtain from information and financial insights provided by Topia cannot be guaranteed. All investments entail a risk of loss and you may lose money. You also understand that all investments are subject to various market, currency, economic, political, business and other risks.

Acting As Your Authorized Agent
By accessing and using the financial aggregation Service, you expressly authorize and direct Topia, on your behalf, to electronically retrieve your account information maintained by third-party financial institutions with which you have a legally binding customer relationship (“Account Information”). Subject to our privacy procedures as described in the Privacy Policy, Topia may work with one or more third-party financial service technology providers to access and retrieve your Account Information.

For purposes of this Agreement and solely to obtain and provide the account information to you as part of the Services, you grant Topia a limited power of attorney, and appoint Topia as your attorney-in-fact and agent, with full power of substitution and re-substitution, for you and in your name, place and stead, in any and all capacities, to access third party sites, servers or documents, retrieve information and use your information with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you could do in person.

You acknowledge and agree that when Topia is accessing and retrieving account information from third party sites, Topia is acting as your agent, and not as the agent of or on behalf of any third party. You agree that third-party account providers shall be entitled to rely on the foregoing authorization, agency and power of attorney granted by you. You understand that the Services are not endorsed or sponsored by any third-party account providers accessible through the Services.

Your Registration Information
In order to use Topia, you will first need to create a Topia user account (“Account”). To establish an Account you must provide Personal Information (as defined in our Privacy Policy). See our Privacy Policy for further information.

Your Electronic Disclosure Consent
By providing your email to enroll for our Services, you consent to receive all notices and information regarding Topia electronically. Electronic communications may be posted on Topia and/or delivered to your registered email address. All communications in electronic format will be considered to be “in writing” and to have been received no later than five (5) business days after posting or dissemination, whether or not you have received or retrieved the communication. Your consent to receive communications electronically is valid until you end your relationship with Topia as stated in “Ending your relationship with Topia” below. It is your responsibility to provide us with valid and complete email addresses, contact and other information related to this disclosure and to promptly update any changes to this information. You may print a copy of any electronic communications and retain it for your records. We reserve the right to terminate or modify the terms and conditions on which we provide electronic communications and will provide you notice thereof in accordance with applicable law.

Cost of Service
Our mission is to help you reach Financial Independence as quickly as possible. As a result, your use of Topia is free of charge. You may elect to participate in a monthly subscription to help Topia continue building the future of financial freedom.

Data and Data Integrity
The overall integrity and quality of the data presented by Topia to you is an important element in providing you with a high quality and accurate picture of your personal finances and FI Roadmap. Topia, however, is not responsible for and cannot guarantee the accuracy or timeliness of Account Information we retrieve on your behalf, from third-party technology providers, from third-party financial institutions where your accounts are held, or from third-party research/market data providers used to provide the Services.

Topia may not be able to foresee or anticipate technical or other difficulties which may result in failure to obtain data, personalization settings or other service interruptions. Topia assumes no responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, loss of user data, communications or personalization settings.

Other Obligations While You Use the Services
Confidentiality: You understand and agree that you are responsible for maintaining the confidentiality of your Account's login information and password. You should maintain appropriate anti-virus and anti-malware software on your computer, so that your Account login information is not compromised through your own negligence. If you receive evidence that someone has committed fraud by accessing your Account you must contact us immediately at contact@topia-app.com.

Accurate and Up-to-Date Information: Our Services depend on you providing us with complete, accurate and up-to-date information, both now and in the future, about yourself and your accounts. In turn, we will provide you with online security as described in our Privacy Policy. These assurances are conditioned upon your provision of correct contact and account information to us, and never misrepresenting to us your identity or account registration information (e.g., for the use of your third-party websites and accounts).

You agree that you will NOT do any of the following: (i) engage in behavior that will put your personal information at unnecessary risk, such as leaving, transmitting, or publishing your Login or passwords; (ii) use Topia for illegal purposes; (iii) use Topia to transmit anything that is unlawful, libelous, intended to harass or violate the rights of another; (iv) resell or make any commercial use of Topia, as it is intended solely for your use as an end user; (v) reverse engineer or decompile any technology associated with Topia, including but not limited to any software applications, Java applets or plug-ins associated with the Services; (vi) use any robot, spider, webcrawler, scraper, deep link or similar automated extraction or data gathering mechanism, program or tool to access, copy or monitor Topia or any portion thereof without our prior written consent; (vii) post or transmit any file or email which contains viruses, worms, Trojan horses or any other damaging or destructive elements; or (viii) create/register accounts or aggregate financial institutions with the Service through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper; or (ix) transfer or resell our Services.

Consent to Recording: You consent to the recording of any electronic or written correspondence and any telephone conversations between you in connection with this Agreement or the Services and understand and agree that recordings may be submitted in evidence in any legal proceeding relating to this Agreement. For compliance and regulatory purposes, we reserve the right to keep an audit trail of all financial insights that we provided to you.

Confidentiality and Feedback
We welcome your correspondence, feedback, complaints and suggestions (collectively, "Feedback") as this will help us improve our Services. You agree that all Feedback becomes our confidential information ("Confidential Information"). In addition, any of our trade secrets, computer software or product specifications, and any non-public technical, financial or business information that we share with you is also our Confidential Information. You agree not to disclose or share any of our Confidential Information with any third party, including, without limitation, any members of the press or colleagues. Feedback may be submitted to contact@topia-app.com.

Third Party Software and Service Providers
To facilitate our provision of Topia, we license software, tools and services from third-party providers. From time to time, we may revise this Agreement as requested by our third-party providers and require that you agree to additional pass-through terms with respect to such third-party providers. If any use of the services of such third-party providers results in you leaving Topia and entering the site of a third-party provider, then you will be subject to the terms of service or use and the privacy policy of such third-party provider, so please review such terms carefully. Additionally, when you use or access the sites of your financial services providers, you will be subject to their terms of use/service and online policies, and your use of their services constitutes your agreement to their online terms and policies. Topia may provide experiences on social media platforms such as Facebook®, Twitter® and LinkedIn® that enable online sharing and collaboration among users. Any content you post, such as pictures, information, opinions, or any personal information that you make available to other participants on these social platforms, is subject to the terms of use and privacy policies of said platforms. Please refer to these platforms to better understand your rights and obligations with regard to such content.

Ownership, Copyright, and Trademark
The technology and content used to offer, or connected with, the Services, including but not limited to the Topia App, browser software plug-in, smartphone software and tablet software, are either owned by us or licensed by us from third-party licensors. Such content includes the look and feel of Topia, all promotional materials, and in general all text, graphics, photographs, illustrations, images, videos, tutorials, notices, software and other content, which is protected by the copyright law of the United States and international treaties, trademark and patent laws, and other intellectual property laws. As part of the Services, we grant you a nonexclusive, limited, royalty-free, revocable license during the term of this Agreement to use Topia content strictly to facilitate your personal, non-commercial use of our Services. Topia, the Topia logo and other marks are our registered trademarks and service marks. For a list of trademarks, see Trademarks. All other product names and company logos found on promotional materials are the trademarks or service marks of their respective owners. Except as indicated in this paragraph, you may not copy, reproduce, perform, create derivative works from, republish, upload, post, transmit, or distribute in any way whatsoever any of our content, information or trademarks without our express, written consent.

Disclaimer of Representation and Warranty; Disclaimer of Liability
Notwithstanding anything stated in this Agreement to the contrary, Topia, licensors and agents represent that the Topia Services and the site are provided "as is" and "as available" without warranty of any kind. Topia, its licensors and agents assume no responsibility for errors or omissions made by you, or errors or omissions in the content, information or other data and documents which are referenced by, linked to or provided by or through the Services and/or the website. Topia, its licensors and agents expressly disclaim all warranties of any kind regarding the Services and all information, products and other content included in or accessible from the Services, whether express or implied. Without limitation, Topia disclaims the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Your use of the Services and all information, products and other content (including that of third parties) included in or accessible from our site is at your sole risk.

Without limiting the generality of the foregoing, Topia, its licensors and agents will not be liable for the accuracy or reliability of any data, information or content, for any interruptions of the Services, or for any failure or delay resulting from any acts of force majeure or acts that are otherwise outside of Topia's or its licensors' or agents' reasonable control, or any internet or telecommunications failure or your inability to access the Services or the website. Nor can Topia or its affiliates, licensors or agents guarantee the complete security of the Services or the website, that the quality of any products, services, information, or other material purchased or obtained by you through the Services will meet your expectations or that any errors in the technology will be corrected. You agree that any downloads of content or materials related to the Services or the website is done at your own risk and you are solely responsible for any damage to your computer/system or loss of data that results from the download of or access to any such materials. In addition, we cannot always anticipate technical or other difficulties with the Services, either presently or as they evolve; the Services may contain bugs, errors or other problems, which may result in loss of data or settings. Some jurisdictions do not allow the exclusion of certain warranties; accordingly, some of the above limitations may not apply to you. Neither Topia nor its content providers shall be responsible for investment and other financial decisions, damages, or other losses resulting from use of this website. Neither Topia nor its content providers shall be considered an "expert" under the Securities Act of 1933. Neither Topia nor its content providers warrant that their app or website complies with the requirements of the financial industry regulatory authority, the Securities and Exchange Commission or any similar organization or regulator or with the securities laws of any jurisdiction.

Limitation of Liability

To the maximum extent permitted by applicable law, the liability of Topia, its affiliates, licensors and agents to you shall not exceed one hundred U.S. dollars ($100). Topia, its licensors and agents shall not in any event be liable for any special, incidental, indirect or consequential damages of any kind, or for damages measured by lost profits, or for damages for lost opportunity, loss of goodwill, loss of use, loss of data or other intangible or speculative losses, even if Topia has been advised of the possibility of such damages, resulting from the use or inability to use the Services or the website; the cost of substitute goods or Services; any products, data, information or Services purchased or obtained or messages received or transactions entered into, through or from the Services; unauthorized access to or alteration of your transmissions or data, statements or conduct of anyone related to the Services; the performance or non-performance of any third party account provider site, even if the provider has been previously advised of the possibility of such damages; or any provider or third party website, or any other matter relating to the Services or the website.

Some jurisdictions do not permit the limitation or exclusion of certain categories of liability, so some of the above limitations may not apply to you.

The Services may be available through a compatible mobile device, internet and/or network access and may require software. You acknowledge and agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider. Topia makes no warranties or representations of any kind, express, statutory or implied as to: (i) the availability of telecommunication services from your provider and access to the Services at any time or from any location; (ii) any loss, damage, or other security intrusion of the telecommunication services; and (iii) any disclosure of information to third parties or failure to transmit any data, communications or settings connected with the Services.

Ending Your Relationship with Topia
This Agreement will continue to apply until terminated by either you or us as set out below. If you want to terminate your legal agreement with us, you may do so by closing your Account.

Please use the directions below to close your Account:

Email contact@topia-app.com from the email address associated with your Account, stating "CANCEL" in the subject line of the message. After confirming you are the Account owner, we will remove your accounts, transactions, and login information from our records and will only continue to retain such information as we are required by law to retain.

We reserve the right to terminate our legal agreement with you (by providing an email notice of such termination): (i) if you have breached any provision of this Agreement (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of this Agreement); (ii) if we believe we are required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); (iii) if we no longer offer any or all of the Services you utilize; (iv) if you no longer agree to the terms and conditions of this Agreement; or (v) for any other reason or no reason, in our sole and absolute discretion. The termination of this Agreement will not affect any of our rights or your obligations arising under this Agreement prior to termination.

Governing Law and Venue
This Agreement and any Services provided hereunder will be governed exclusively by the laws applicable in the State of New York, excluding its provisions on conflicts or choice of law. Subject to the arbitration provision below, you irrevocably and unconditionally consent to submit to the exclusive jurisdiction and venue of the state courts in San Mateo County, California or federal court for the Northern District of California with respect to any dispute or litigation arising under this Agreement or as the result of any Services.

Arbitration

Any dispute, claim or controversy arising out of or relating to the Services, this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by binding arbitration rather than a court in San Jose, California before a sole arbitrator. The arbitration shall be administered by JAMS pursuant to streamlined arbitration rules and procedures, and the arbitrator shall apply the laws applicable in the state of New York. Judgment on the award may be entered in any court having jurisdiction as specified under "Governing Law and Venue" above. This clause shall not preclude parties from seeking injunctions or equitable relief or provisional remedies in aid of arbitration from a court of appropriate jurisdiction. You agree that all disputes must be brought in your individual capacity and not as a plaintiff or className member in any purported className or representative proceeding. By entering into this Agreement and agreeing to arbitration, you agree that you are waiving the right to file a lawsuit and the right to a trial by jury. In addition, you agree to waive the right to participate in a className action or litigate on a className-wide basis. You agree that you have expressly and knowingly waived these rights. In any arbitration, the arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys' fees of the prevailing party, and shall determine the prevailing party for this purpose.

Claims of Copyright and Trademark Infringement
If you believe that your intellectual property is being used on the website or in Topia in a way that constitutes copyright infringement, please provide our Designated Agent (set forth below) the following information (as required by Section 512(c)(3) of the Digital Millennium Copyright Act):

Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
-Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Topia to locate the material on our website or the App;

Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address, if different from your registered profile with Topia;

A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by you, your agent, or the law; and

A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The information specified above must be sent to Topia's Designated Agent, whose contact information is as follows:

Please note that Section 512(f) of the Digital Millennium Copyright Act may impose liability for damages on any person who knowingly sends meritless notices of infringement. Please do not make false claims. Any information or correspondence that you provide may be shared with third parties, including the person who provided the allegedly infringing material. Upon receipt of a bona fide infringement notification by the Designated Agent, we will remove or disable access to the infringing material, notify the user that it has removed or disabled access to the material, and, for repeat offenders, terminate such user's access to the Service.

If you believe that your content should not have been removed for alleged copyright infringement, you may send Topia's Designated Agent a written counter-notice with the following information:

Identification of the copyrighted work that was removed, and the location on the website or App where it would have been found prior to its removal;

A statement, under penalty of perjury, that you have a good faith belief that the content was removed as a result of a mistake or misidentification; and

Your physical or electronic signature, together with your contact information (address, telephone number and, if available, email address).

If a counter-notice is received by the Designated Agent, we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the user, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at our discretion.

Change of Terms
We may revise this Agreement at any time, and therefore suggest that you review this Agreement from time to time. We may notify you of any changes at the email address associated with your Account and you agree to accept email communications, links to and/or our posting of any revised Agreement on Topia, and you agree that any of these means of our communicating a change in the Agreement constitutes adequate notice to you. Your continued access or use of Topia or any of the Services indicates your agreement to be bound by any such revisions.

Indemnification

You agree to indemnify, defend and hold us and any of our affiliates, licensors and agents, and all of their officers, directors, employees, agents, information providers and licensors harmless from and against any and all third-party claims, damages, liability and costs (including attorneys' fees and costs) incurred by any of these parties that arise out of your use of our Services and/or our App, your violation of this Agreement, your infringement of any intellectual property rights, or violation by any user of your Account. In the event of third party claims against you for which you properly seek damages from us under this Agreement, or that we are subject to any claim for which we have the right to be indemnified by you, we reserve the right at our expense in the case of claims by third parties against you, and at your expense in the case of claims for which we have the right to be indemnified by you, to assume the exclusive defense and control of any such claim, and you agree that in any event no such claim can be settled without our written consent.

 

Not a Legal or Tax Advisor
We make managing your finances and journey to FI convenient and as streamlined as possible. However, neither we nor our Services give, offer or render tax or legal advice. Before making financial or investment decisions, we recommend that you contact an investment advisor, or tax or legal professional.

Waiver and Severability
We do not waive our rights by delaying or failing to exercise them at any time. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any governmental agency, local, state, or federal, the validity or enforceability of any other provision of this Agreement shall not be affected.

Section Headings
Section headings in this Agreement are for reference only, and shall not govern the interpretation of any provision of this Agreement.

Entire Agreement

The Agreement, including the separate Privacy Policy and any other documents referred to herein, represents the entire understanding between you and us regarding the Services (as defined herein) and the subject matter hereof and supersedes any prior statements or representations. In the event of a conflict between the terms of this Agreement and the terms of an exhibit, amendment, schedule, addendum or disclosure, the terms of the exhibit, amendment, schedule, addendum or disclosure shall prevail, but solely as to the subject matter herein.

No Recommendations or Investment Advice

You understand that Topia, through the Topia App or interactions with any Topia representatives, provides no tax, legal, estate planning, or investment advice of any kind, nor do we give advice or offer any opinion with respect to the nature, potential value or suitability of any particular securities transaction or investment strategy. You understand and agree that you are solely responsible for all investment decisions you make. Any investment decisions you make will be based solely on your own evaluation of your financial circumstances and investment objectives and the suitability for you of any investment strategy. You understand the risks involved with transacting in the securities you maintain and that your investments will fluctuate in value, and you agree that Topia is not responsible for any losses you may incur as a result of your investment decisions.

By making information available to you on the website, Topia is not advising you to invest in any particular security or securities, or to pursue any investment strategy. Although Topia may provide tools that enable you to assess your own financial situation, or otherwise assist to educate you in various ways, Topia does not determine if the tools and resources made available on the App will result in suitable investments designed to meet your particular investment needs. All investments have risks, and you are solely responsible for determining whether you can afford the risks of making any investment.

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