TERMS OF USE

1. DEFINITIONS

“Account” means an account of a User that is registered with Topstep that has access to specified Services or functionality of Sites of Topstep.

“Content” means all information and other materials present on the Sites, including, without limitation, the Services, Topstep’s Products and Content, text, images, photos, trading ideas, publications, opinions, rumors, advice, charts, financial information, ratings, and reviews.

“Credit or Debit Card Information” means certain credit card or debit information, as the case may be, including your card number, CVV number, expiration date, phone number, name, billing address, and email address.

“Data” means information generated by you and other Users (whether aggregated or otherwise), including any and all information related to trading activity.

“Designated Agent” means the Topstep representative designated to receive notification of claimed infringement under the Digital Millennium Copyright Act.

“Fee” means regular payment for using the activated Account.

“Feedback” means your comments, feedback, information, or other materials regarding the Sites and Services.

“Force Majeure Event” means any act or event beyond our reasonable control, including, without limitation, strikes, lock-outs, or other industrial action by third parties, civil commotion, pandemic, riot, government orders, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic, or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport, or other means of public or private transport.

“Intellectual Property” means Topstep’s Sites and Services, their contents, or any copyright, trademark, trade name, service mark or any other proprietary information of Topstep.

“Linked Website” means any website owned by a third party to which or from which Topstep’s Site is linked.

“Marks” means, collectively, the trademarks, service marks, slogans, logos, trade dress, and other identifiers displayed on Topstep Sites and Services, or otherwise used by Topstep.

“Orders” means requests for subscriptions or other services which are placed through the Sites or Services or through a third-party.

“Personal Data” means any information relating to an identified or identifiable natural person or any information that is used for the behavior profiling of a particular natural person, if that person is identified.

“Services” means, as applicable, the Trading Combine® or other services offered by an applicable affiliate of Topstep.

“Simulated Account” means an account using real-time simulated Data and any accounts relating to tracking education courses provided by Topstep including those described in Section 7. Trades in a simulated account are not made in live markets and do not incur actual profits or losses.

“Sites” means Topstep’s Websites, software, applications, online services, and products.

“Soft Breach” occurs where the daily loss limit objective for your Account is breached. A Soft Breach is not considered a rule violation, but rather, places a temporary breach from trading for the remainder of the then current trading session.

“System” means the integrated cloud computing solution for providing the Topstep Services, including applications, software, hardware, databases, interfaces, associated media, documentation, updates, new releases and other components or materials provided therewith.

“Terms” means the terms and conditions contained in these Terms of Use and all other operating rules, policies (including, without limitation, our Privacy Policy at https://www.Topstep.com/privacy-policy/) and any future modifications thereof, and procedures that may be published from time to time on the Sites or Services or made available to you on or through the Topstep Services.

“Third Party Services” means products or services that are not under the control of or maintained by Topstep or that are not otherwise provided by Topstep.

“TopstepFunded” means TopstepFunded LLC, an Illinois limited liability company.

“Trading Combine®” means a Simulated Account used for experiential learning where a User is provided tools to develop trading skills, with such User’s performance being evaluated for the opportunity to get funded with the trading capital of TopstepFunded or advance to another product or service offered by Topstep.

“Topstep Parties” means Topstep, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors, and partners, and the officers, directors, employees, agents, and representatives of each.

“Topstep Products and Content” means the Website, Services, System, Content, and all other content, services and/or products available on or through the Sites.

“User Content” means blogs, comments, or other content submitted or posted by a User that is intended for public display on any of Topstep’s Sites or Services.

“User Credentials” means the unique email/username and password combination.

“User Section” means the user interface located on the Website.

“Website” means the compilation of all web documents (including images, php and html files) made available via the domains www.Topstep.com, www.FuturesMag.com, TopstepTrader.com, TopstepFX.com, or sub domains or domains with identical names under other top domains and owned by Topstep.

2. CONTACT INFORMATION/DESIGNATED AGENT

If you have any questions or comments or seek any additional information on Topstep, please contact Support. You may also call us at (888) 407-1611 or write to us at: Topstep LLC, 141 West Jackson Boulevard, Designated Agent, Suite 4240, Chicago, IL 60604. Inquiries or other correspondence for the Designated Agent should be sent to the above mailing or electronic address. You acknowledge that all communication from Topstep or its affiliates in connection with the provision of Services will take place through your e-mail address, which you register with us. Written electronic communication by e-mail or through the User Section is also considered to be written communication.

3. SERVICES 

The Trading Combine® is a Simulated Account where your performance is evaluated for the opportunity to get funded with the trading capital of TopstepFunded or advance to another product or service offered by Topstep, either of which shall be governed pursuant to separate or supplemental written agreement. Please click here for further information regarding the Services as they relate to the Trading Combine®. Certain affiliates of Topstep additionally host a Website called “Futures Mag.”

You can order the Services through the Website by completing the appropriate registration or order form. After registration, we will e-mail you the login details for the User Section and your Account and allow you to access the applicable Sites and Services.

The Services include products that may differ in scope based upon your Account (e.g., by analytical tools available to you). All Data that you provide to us through registration, your Account, or otherwise must be complete, true, and up-to-date. You must immediately notify us of any change in your Data or update the Data in your Account. You are responsible for all the provided Data being accurate and up-to-date; Topstep is not obligated to verify the Data. You acknowledge that if you provide an identification number, tax registration number or other similar information in the registration or order form or in Account details, or if you state that you are a legal entity, the provisions of the Terms or the applicable law that grant rights to consumers will not apply to you. 

The fee for the Trading Combine® varies according to the option selected and depends on buying powers and parameters that must be fulfilled so that the conditions and objectives of the Trading Combine® are met. The final fee will be determined based on the option you select when completing the form for ordering the Trading Combine®. The fee is paid for allowing you to access the Trading Combine® and any Services or educational resources provided in connection therewith. You are not entitled to a refund of the fee, for example, if you cancel your Account or request the cancellation by e-mail, if you terminate the use of the Services prematurely (for example, fails to complete the Trading Combine®), you fail to meet the conditions of the Trading Combine®, or if you violate the Terms in any manner.

If you lodge an unjustifiable complaint regarding the paid fee or disputes the paid fee with your bank or payment service Topstep (e.g., through chargeback services, dispute services, or other similar services), on the basis of which an annulment, cancellation or refund of the fee or any part thereof is requested, Topstep is entitled, at its own discretion, to stop providing to you any Services and refuse any future provision of any Services.

Any Data entered in your registration form can be checked, corrected, and amended until the binding order of the Services. The order of the Services of your choice is made by submitting the registration. Topstep will confirm the receipt of your order to your e-mail address. In the case of the Trading Combine®, the order is completed upon the payment of the fee for the selected option, whereby the contract between you and Topstep is executed, the subject of which is the provision of the Trading Combine®.

You acknowledge that in order to use our Services, you must obtain the appropriate technical equipment and software, including third-party software at your own risk and expense. The Website is accessible from the most commonly used web browsers. The internet access, purchase of the equipment, and purchase of the web browser and its updates are at your own risk and expense. Topstep does not warrant or guarantee that the Services will be compatible with any specific equipment or software.

You acknowledge that the operators of trading platforms are persons or entities different from Topstep and that their own terms and conditions and privacy policies will apply when you use their services and products. Before engaging in any of the Services, you are obligated to read those terms and conditions and privacy policies as well as any other requirements they have.

In order that Topstep is able to deter and stop gambling type behavior, if you place an unusually large number of orders for the Services within an unreasonably short period of time (e.g., in excess of 3 resets in a given 24-hour period or having multiple Trading Combines®), we reserve the right to suspend any further orders of the Services by you. If we identify that the unusual behavior relates to the User’s involvement in Prohibited Conduct (see Section 27), we reserve the right to determine, at our own discretion, the nature of the behavior described and reasonable consequences, including, without limitation the immediate termination of your access to the Sites and Services. A core tenant of Topstep’s mission is to educate Users and hone their skills to develop healthy trading habits. Topstep aims to provide a safe environment for Users to engage in Simulated Trading and reserves the right to take any action it deems prudent to deter any Use for engaging in gambling type behavior or other actions which Topstep, in its sole discretion, deems in conflict with its mission and values.

4. ELIGIBILITY

You represent and warrant that you are at least 18 years of age. In jurisdictions, territories, and locations where the minimum age for permissible use of the Sites or Services is greater than 18 years of age, you represent and warrant that you meet the age requirement for the minimum age for permissible use of the Sites or Services. If you are under the minimum age for permissible use of the Sites or Services, in your jurisdiction, territory, or location, irrespective of whether your parent or guardian consents to your use of the Site or Services, you may not utilize the Sites or Services.

You represent and warrant that you have not been convicted of a felony, disciplined by the National Futures Association, or disciplined by the U.S. Commodity Futures Trading Commission. You represent and warrant that you do not have an outstanding balance with a trading firm. If you are a convicted felon, have been disciplined by the National Futures Association, have been disciplined by the U.S. Commodity Futures Trading Commission, or have an outstanding balance with a trading firm, you are not eligible to use the Sites or Services.

You are solely responsible for ensuring that these Terms are in compliance with all laws, rules and regulations applicable to you. The right to access the Sites or Services is revoked where these Terms or use of the Sites or Services are prohibited or to the extent offering, sale or provision of the Sites or Services conflicts with any applicable law, rule, or regulation. The Sites or Services are offered only for your use, and not for the use or benefit of any third party.

If you are residing in a jurisdiction that restricts the ability to enter into agreements such as set out in these Terms of Use, you may not enter into this agreement or use the Topstep Products and Content. Furthermore, if you are residing in a jurisdiction where it is forbidden by law to participate in the activities or services (such as the Sites and Services) offered by the Topstep Products and Content, you may not enter into this agreement or use the Topstep Products and Content.  By using the Topstep Products and Content, you are explicitly stating that you have verified in your own jurisdiction if your use of the Topstep Products and Content is allowed. We make no—and you acknowledge that we make no—representation that materials on the Topstep Products and Content are appropriate or available for use in all locations.  Those who choose to access the Topstep Products and Content do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable. We reserve the right to limit the availability of the Topstep Products and Content, materials, or other items described or offered thereon to any person, geographic area, or jurisdiction we so desire, at any time and in our sole discretion, and to limit the quantities of any such services, materials, or other item provided.

You may not, without our prior written consent, access Topstep Products and Content (a) for production purposes, (b) if you are a competitor of Topstep, (c) to monitor the availability, performance or functionality of the Topstep Sites or Services, or (d) for other benchmarking or competitive purposes.

To the extent you are engaged in an Express Funded Account or Live Trading and you are providing a W8-BEN, you represent and warrant that all activities occurring under your Account, or that are otherwise performed by you, are being performed and will be performed from outside the United States.

5. NOT A BROKER-DEALER

You acknowledge and agree that we are not a broker-dealer, as such term is used in United States financial services regulations, and that we do not trade securities on our or another party’s behalf as part of the Sites or Services, nor do we directly offer any financial advice of our own as part of the Sites or Services. You acknowledge and agree that we are not liable for any losses or gains that may arise from your reliance upon information provided through the Sites or Services or your interaction with other Users.

6. RELIANCE ON INFORMATION SHOWN ON OUR SITES OR SERVICES (CONTENT PROVIDED BY TOPSTEP)

The information presented on or through the Sites or Services includes financial and market information. Such information is made available solely for entertainment and general information purposes. We do not warrant the accuracy, completeness, timeliness or usefulness of such information and such information has not been verified. Any reliance you place on such information is strictly at your own risk. We do not invite that any action be taken upon the information we provide. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to our Sites or Services, or by anyone who may be informed of any of its contents.

The information presented has been prepared without regard to individual investment objectives, financial situations or means. Such information is not intended to constitute investment advice and is not designed to meet your personal financial situation. Many of the investments described on or through our Sites or Services involve significant risks, and any discussion of risks contained on the Sites or Services should not be considered a complete discussion of risks involved. We recommend that you consult with your financial advisers about investment options and whether any investment may be appropriate for your specific needs prior to making any investments. You acknowledge and agree that you have sole responsibility for your investment decisions and that you should not rely solely on any information provided through the Sites or Services with regard to any investment decisions you make.

The information and material provided on the Sites or Services is not to be construed as an offer to buy or sell, or the solicitation of an offer to buy or sell, any security, financial product, or instrument, or to participate in any particular trading strategy.

We use reasonable efforts to maintain the Sites or Services, but we are not responsible for any defects or failures associated with the Sites or Services, any content posted on the Sites or Services, any widgets or similar applications use, or any damages (including lost profits or other consequential damages, even if we have been informed of the same) that may result from any such defects or failures. The Sites or Services may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions, (b) periodic maintenance procedures or repairs which we may undertake from time to time, or (c) causes beyond the control of Topstep or which are not foreseeable by Topstep.

Our Sites or Services include content provided by third parties, including materials provided by other users, company owners, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in any such materials, and all articles and responses to questions and other content, other than the content provided by us, are solely the opinions and the responsibility of the person or entity providing those materials. Any such materials do not necessarily reflect our opinion and have not been verified by us. The information in such publications may become outdated, and we have no obligation to update it. We are not responsible or liable to you or any third party for the content or accuracy of any materials provided by any third parties whether shown on the Sites or Services or otherwise.

If any of our Sites or Services contain links to other sites and resources provided by third parties, those links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party Websites linked to our Sites or Services, you do so entirely at your own risk and subject to the terms of use for such Websites. We encourage you to read the privacy policy for each website, application, and service you visit, use, or interact with.

Topstep does not promote any financial instruments on the Sites or Services. Topstep does not receive any compensation from companies whose financial instruments appear on the Sites or Services.

We take no responsibility and assume no liability for any User Content. We have no obligation to pre-screen or monitor User Content. We reserve the right, upon notification or flagging from a third party, to delete or edit User Content, in whole or in part, in our sole discretion at any time and without notice.

THE SITES AND SERVICES ARE NOT, AND MAY NOT BE CONSIDERED, INVESTMENT SERVICES. TOPSTEP DOES NOT GIVE OR PROVIDE TO YOU ANY GUIDANCE, INSTRUCTIONS, OR INFORMATION ABOUT HOW OR IN WHICH MANNER YOU SHOULD PERFORM TRANSACTIONS WHEN USING THE SITES, SERVICES OR OTHERWISE, OR ANY OTHER SIMILAR INFORMATION ABOUT THE INVESTMENT TOOLS TRADED, NOR DOES TOPSTEP ACCEPT ANY SUCH GUIDANCE, INSTRUCTIONS, OR INFORMATION FROM YOU. NONE OF THE SITES OR SERVICES CONSTITUTE INVESTMENT ADVICE OR RECOMMENDATIONS. NO EMPLOYEES, STAFF, OR REPRESENTATIVES OF TOPSTEP ARE AUTHORIZED TO PROVIDE INVESTMENT ADVICE OR RECOMMENDATIONS. SHOULD ANY INFORMATION OR STATEMENT OF ANY EMPLOYEE, STAFF, OR REPRESENTATIVES OF TOPSTEP BE INTERPRETED AS INVESTMENT ADVICE OR RECOMMENDATIONS, TOPSTEP EXPLICITLY DISCLAIMS THAT THE SAME IS INVESTMENT ADVICE OR RECOMMENDATIONS AND SHALL NOT BE RESPONSIBLE FOR THEM

ALL CONTENT PRESENT ON THE SITES AND SERVICES IS PROVIDED “AS IS,” WITHOUT ANY WARRANTIES CONCERNING THE CONTENT’S NATURE OR ACCURACY, EITHER WHEN POSTED OR AS A RESULT OF THE PASSAGE OF TIME, AND WITHOUT ANY REPRESENTATIONS OR GUARANTEES, WHETHER EXPRESSED, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT, THOSE REGARDING AVAILABILITY, QUALITY, ACCURACY, AND ANY ARISING BY OPERATION OF LAW OR FROM A COURSE OF DEALING OR USAGE IN TRADE.

7. COMMODITY FUTURES TRADING COMMISSION DISCLAIMER

CFTC RULE 4.41 – ALL HYPOTHETICAL OR SIMULATED PERFORMANCE RESULTS HAVE CERTAIN LIMITATIONS. UNLIKE THE RESULTS SHOWN IN AN ACTUAL PERFORMANCE RECORD, SIMULATED RESULTS DO NOT REPRESENT ACTUAL TRADING. ALSO, BECAUSE THE TRADES HAVE NOT ACTUALLY BEEN EXECUTED, THE RESULTS MAY HAVE UNDER-OR OVER-COMPENSATED FOR THE IMPACT, IF ANY, OF CERTAIN MARKET FACTORS, SUCH AS LACK OF LIQUIDITY. SIMULATED OR HYPOTHETICAL TRADING PROGRAMS IN GENERAL ARE ALSO SUBJECT TO THE FACT THAT THEY ARE DESIGNED WITH THE BENEFIT OF HINDSIGHT. NO REPRESENTATION IS BEING MADE THAT ANY ACCOUNT WILL OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE BEING SHOWN.

The Sites and Services include access to tools for simulated exchange trading or trading with other instruments on other financial markets, the provision of analytical tools, training and educational materials, and other ancillary services. Financial market information is used in the simulated trading; however, you acknowledge that any trading that you perform through the Services is not real. You also acknowledge that the funds provided to you for Simulated Trading are fictitious and that you have no right to possess those fictitious funds beyond the scope of their use within the Sites and Services, and in particular that they may not be used for any actual trading and that you are not entitled to the payment of those funds. Unless expressly agreed otherwise, you will not be paid any remuneration or profits based on the results of your fictitious trading, nor will you be required to pay any losses.

8. USER SECTION

Except as expressly contemplated in advancing past the Trading Combine®, you may not transfer or combine your Account’s performance, service parameters, Data, or any other information between products or with any other User.

Access to your Account and the Services is protected by login Data, which you are prohibited from making available to, or sharing with, any third party. If you are registered as a legal entity, the Sites and Services may be used by the User’s employees and representatives. The User is responsible for all activities that are performed through the User’s Account. Topstep bears no responsibility, and the User is not entitled to any compensation, for any misuse of any part of the Sites and Services, nor is Topstep responsible for any negative consequences thereof.

The User acknowledges that the availability of the Sites and Services is not guaranteed and is subject to unavailability due to maintenance, upgrades, or any other reasons. In particular, Topstep bears no responsibility, and the User is not entitled to any compensation, for the unavailability of its Account and for damage or loss of any Data or other content that is uploaded, transferred, or saved on the Sites and Services.

You may terminate your Account at any time by contacting Support. Topstep will confirm the receipt of the request to the User by e-mail, and the contractual relationship between the User and Topstep will be terminated as of the date of the confirmation email. User is not entitled to any refund of any fees or costs, and all fees are final, non-cancelable, and non-refundable.

Users may perform any simulated trading in the Trading Combine® other than any such transaction which constitutes Prohibited Conduct (as such term is defined below). You also agree to follow good market standard rules and practices for trading on financial markets (e.g., risk management rules). Restrictions may also be imposed by the trading conditions that you have selected for trading. You acknowledge that Topstep has access to information about the trades that you perform on the Sites. You grant Topstep the right to share this information with its affiliates and use any such Data relating to your activity in the Site and Services for its legitimate business purposes. You agree that these activities may be performed automatically without any further consent, consultation, or approval on your part, and that you are not entitled to any remuneration or revenue associated with the use of the Data by Topstep. Topstep bears no responsibility for the information displayed on the Sites or Services, nor for any interruption of, or delay or inaccuracy in the market information displayed through your Account. You agree to apply market standard risk management rules for trading on financial markets at all times while using the Sites and Services. You acknowledge that these standards are not met where you open substantially (i) larger position sizes compared to your other trades, or (ii) smaller or larger number of positions compared to your other trades.

Topstep reserves the right to determine, at its own discretion, whether certain trades, practices, strategies, or situations are Prohibited Conduct.

If you engage in any of Prohibited Conduct, Topstep may (a) consider it as a failure to meet the conditions of the particular Trading Combine®, (b) remove the transactions that violate the prohibition from your trading history and/or not count their results in the profits and/or losses achieved by such Simulated Trading, or (c) immediately cancel all Services provided to you and subsequently terminate this Agreement and your Account. If the User engages in any Prohibited Conduct, Topstep may prevent the User from accessing any or all Sites and Services, including the Account and the Sites, without any compensation or refunds. Topstep is not responsible for trading or other investment activities performed by you or otherwise related to the Services in real trading on financial markets, except as expressly agreed upon pursuant to any supplemental or separate written agreement.

DEVELOPMENTS IN FINANCIAL MARKETS ARE SUBJECT TO FREQUENT AND ABRUPT CHANGES. TRADING ON FINANCIAL MARKETS MAY NOT BE PROFITABLE AND CAN LEAD TO SIGNIFICANT FINANCIAL LOSSES. ANY PREVIOUS PERFORMANCES AND PROFITS OF THE USER’S SIMULATED TRADING ARE NOT A GUARANTEE OR INDICATION OF ANY FURTHER PERFORMANCE.

9. TRADING COMBINE®

After paying the fee for the selected option of the Trading Combine®, the User will receive the relevant login Data at the e-mail address provided by the User. If you do not activate the Trading Combine® within 30 calendar days of the date on which it was made available to you, your access to it will be suspended. You can request the renewal of access via the User Section or by contacting Support within 6 months of the initial suspension, otherwise we will terminate the provision of the Services without any right to a refund of the fee. In order to graduate from the Trading Combine®, a User has to meet all profit targets, following applicable Trading Rules (defined in Section 26) and account parameters applicable to User’s Account for the applicable Trading Combine®, which remain subject to adjustment and change from time to time, without notice, and with a current schedule of Trading Rules and account parameters detailed here.

If during the Trading Combine® the User does not comply with some of the conditions specified in the paragraph above, the Trading Combine® will be evaluated as unsuccessful without refund and, if User wishes to continue Simulated Trading, User will be required to reset for a new Simulated Account at then-current rates.

If you are successful in graduating from the Trading Combine®, you will be offered the opportunity to get funded with the trading capital of TopstepFunded or advance to another product or service offered by Topstep (pursuant to Topstep’s sole discretion), either of which shall be governed pursuant to separate or supplemental written agreement.

10. THIRD-PARTY SERVICES

Our Sites or Services may refer to Third Party Services. These Terms do not apply to such Third Party Services and we encourage you to read the terms and conditions for each website, application, and service you visit, use, or interact with (including, without limitation, Third Party Services). You are responsible for performing your own due diligence and evaluating whether any Third Party Services are appropriate for you. You agree that Topstep is not responsible for any injury, harm, damages, or negative experience you may encounter by accessing or using such Third Party Services. If you access, visit, or use any Third Party Services referred to on our Sites or Services, you do so at your own risk.

11. DISCLAIMER OF WARRANTIES

TOPSTEP EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE TOPSTEP PRODUCTS AND CONTENT INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TOPSTEP DOES NOT WARRANT OR REPRESENT THAT THE FUNCTIONS OR OPERATIONS OF TOPSTEP SITES OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT TOPSTEP SITES OR SERVICES, ITS SERVERS, OR ANY E-MAIL SENT FROM TOPSTEP ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

TOPSTEP DOES NOT WARRANT THAT YOUR ACTIVITIES OR USE OF THE SITES OR SERVICES ARE LAWFUL IN ANY PARTICULAR JURISDICTION AND, IN ANY EVENT, TOPSTEP SPECIFICALLY DISCLAIMS SUCH WARRANTIES. BY USING THE SITES OR SERVICES, YOU ACT AT YOUR OWN RISK, AND YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SITES OR SERVICES.

YOU ACKNOWLEDGE THAT THE SITES AND SERVICES, AND OTHER CONTENT ARE PROVIDED “AS IS” WITH ALL THEIR ERRORS, DEFECTS AND SHORTCOMINGS AND THAT THEIR USE IS AT YOUR SOLE RESPONSIBILITY AND RISK.

WITHOUT LIMITING THE ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, TOPSTEP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY WITH REGARD TO ANY LINKED WEBSITE. TOPSTEP DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR THE CAPABILITIES OR RELIABILITY OF ANY PRODUCT OR SERVICE OBTAINED FROM A LINKED WEBSITE.

THE INFORMATION, PRODUCTS, SOFTWARE OR SERVICE DESCRIPTIONS PUBLISHED ON OUR SITES, SERVICES, OR ON A LINKED WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. TOPSTEP DISCLAIMS LIABILITY FOR SUCH ERRORS AND DOES NOT WARRANT OR REPRESENT THAT THE CONTENT ON OUR SITES, SERVICES, OR A LINKED WEBSITE IS UPDATED OR COMPLETE. TOPSTEP HAS NO OBLIGATION TO UPDATE ANY CONTENT ON OUR SITES OR SERVICES AND MAY CHANGE OR IMPROVE OUR SITES OR SERVICES AT ANY TIME WITHOUT NOTICE.

WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE THROUGH OUR SITES OR SERVICES BY ANY PARTY OTHER THAN US.

12. LIMITATION OF LIABILITIES

IN NO EVENT WILL TOPSTEP, ITS PARENTS, SUBSIDIARIES, PARTNERS, OR AFFILIATES, OR THE RESPECTIVE SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS OF EACH BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING ANY LOST PROFITS, LOST OR CORRUPTED DATA OR LOST OPPORTUNITY, NOR MONETARY HARM OR PROPERTY DAMAGE EVEN IF YOU OR ANY OTHER PERSON HAS NOTIFIED US ABOUT THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIMS BY ANY THIRD PARTIES, ARISING OUT OF OR IN ANY WAY RELATED TO THE ACCESS, USE, OR CONTENT, OF OUR SITES OR SERVICES OR A LINKED WEBSITE OR IN RELIANCE OF ANY TOOL, FUNCTIONALITY INFORMATION OR OTHER CONTENT AVAILABLE IN CONNECTION WITH THE SITES OR SERVICES WHETHER SUCH CLAIMS ARE BROUGHT UNDER ANY THEORY OF LAW OR EQUITY. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITES OR SERVICES, OR WITH ANY OF THE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITES AND/OR SERVICES.

Topstep reserves the right to modify, change, replace, add, or remove any elements and functions of the Sites and/or Services at any time without any compensation. Topstep is not responsible for its failure to provide the Sites and/or Services if that failure occurs due to technical or operational reasons beyond Topstep’s control, including, without limitation, if due to Force Majeure Events or if Topstep is prevented from providing the Sites and/or Services as a result of any obligations imposed by law or a decision of a public authority.

TOPSTEP IS NOT RESPONSIBLE FOR ANY PRODUCTS, SERVICES, APPLICATIONS OR OTHER THIRD-PARTY CONTENT THAT YOU USE IN CONNECTION WITH THE SITES OR SERVICES.

IN NO EVENT WILL OUR LIABILITY FOR ANY CLAIM OF ANY KIND, WHETHER BASED IN CONTRACT, WARRANTY, TORT, STRICT LIABILITY, OR OTHERWISE, FOR ANY LOSSES OR DAMAGES ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM, THESE TERMS OR THE PERFORMANCE OR BREACH THEREOF, OR ANY PRODUCT OR SERVICE OR THE USE OR PERFORMANCE THEREOF, EXCEED THE GREATER OF (a) THE AMOUNT PAID BY YOU TO TOPSTEP IN THE IMMEDIATELY PRECEDING MONTH FOR TOPSTEP’S PRODUCTS OR SERVICES OR (b) $100. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

THIS LIMITATION ON LIABILITY INCLUDES TRANSMISSION OF VIRUSES THAT INFECTS YOUR EQUIPMENT, MECHANICAL OR ELECTRONIC EQUIPMENT FAILURE, FAILURE OF COMMUNICATION LINES, TELEPHONE, OR OTHER INTERCONNECTS, UNAUTHORIZED ACCESS, THEFT, OPERATIONAL ERRORS, OR ANY FORCE MAJEURE.

13. PURCHASES; CREDIT CARD AND OTHER FINANCIAL INFORMATION

Certain Sites of Topstep allows Users to place Orders. Upon placing an Order, you shall pay to Topstep the purchase price as set forth in the “Order Summary” page or similar ordering mechanism. Topstep, its third-party affiliates, and/or service providers may utilize the services of certain third-party payment processors to process payments of credit cards and other accepted methods of payment. Your purchase is subject to any additional terms and conditions imposed by such third-party payment processors. The purchase price and any applicable fees or taxes shall be applied to your chosen method of payment upon submission of your Order.

Upon the purchase of an Order or other service rendered by Topstep through the Sites or Services, you acknowledge that Topstep will provide availability and access to the service requested. Your participation in, or failure to use, such purchased service does not entitle you to a refund.

Prices and availability of products are subject to change without notice. Errors will be corrected where discovered, and Topstep reserves the right to revoke any stated offer and to correct any errors, inaccuracies, or omissions including after an Order has been submitted and whether or not the Order has been confirmed and your payment method accepted and charged. In the event your payment method has been accepted and charged, Topstep will issue you the appropriate credit within a reasonable time after your Order has been revoked.

Service charges are inclusive of all taxes. Users are responsible for tax obligations, if any, in connection with the use of our Services in accordance with applicable law.

Topstep accepts payments via credit and debit card through our Sites or Services and utilize the services of certain third-party payment processors to process payments of credit cards and other accepted methods of payment. For more information, please see our Privacy Policy. Certain Credit Card and Debit Card Information will be encrypted and received via a secure page. You represent and warrant that you are an authorized signatory of the credit or debit card or other method of payment that you provide to Topstep or its third-party payment processor to pay any fees or taxes related to your purchases of products or services through our Sites or Services.

If you are directed to a third-party website to make purchases, your purchase will be governed by the terms of such third-party website. If you desire to supply Credit or Debit Card Information, Personal Data, or financial information to any third-party service provider or to any Linked Website, you do so at your own risk and discretion. We strongly recommend you review the terms and conditions and privacy policy of any third party before providing such information. Topstep is not responsible should you provide such information to any third party and is not responsible for the use of such information by any third party.

14. PROMO CODE USAGE

From time to time, and at Topstep’s sole discretion, Topstep may provide you the ability to access, use, or receive promo codes.  Promo codes provided by Topstep can only be used by the user the promo code was provided to or shared with, and the promo code (including, without limitation, any applicable discount that may be associated with such promo code) can only be used or leveraged a single time (unless otherwise stated by Topstep). Each promo code is a single-use offer.

Any use of a promo code (including, without limitation, any applicable discount that may be associated with such promo code) other than as originally intended and permitted under the terms applicable to that promo code or otherwise in violation of these Terms of Use is strictly prohibited. Promo codes (including, without limitation, any applicable discount that may be associated with such promo code) that are provided, shared, or otherwise granted to you by Topstep can only be used by you and for your own personal use.

Abuse of promo codes will not be permitted. Promo codes do not have any monetary value and cannot be redeemed (and are not redeemable) for monetary value. In order to receive a promo code, you may be required to provide us with certain information as further described in our Privacy Policy. Additionally, certain promo codes are only available to certain users, such as those with a Topstep profile or account. Promo codes (including, without limitation, any applicable discount that may be associated with such promo code) may be subject to additional terms and conditions.

Additionally, you are prohibited, and are prohibited from having any third party:

• Use any promo code in any unauthorized or unethical manner
• Use any promo code or applicable discount more than a single time, for multiple purposes, or to obtain free services
• Use any promo code other than under your personal account
• Share any promo code with a third party, including, for example, among other users or to the public via social outlets or social media channels or profiles 
• Selling promo codes or attempting to commercially exploit the promo codes on behalf of yourself or a third party 
• Purchasing promo codes from third parties
• Trading promo codes
• Exploiting loopholes in the promo code system
• Copying promo codes for multiple purposes or for multiple accounts

Our Privacy Policy applies to any provision of promo codes by Topstep. Additional additional restrictions may apply. Please read the details of each offer of a promo code as the restrictions and terms may vary. We reserve the right to modify, suspend, impose conditions on or cancel offers for promo codes at any time without notice. If the rules and restrictions specific to a promo code conflict with these Terms of Use, the promo code rules and restrictions shall apply.  

Promo codes will be delivered to you or otherwise made available to you (if applicable) through means made available by Topstep, including, for example, through email, live chat, and TopstepTV.

15. LINKING TO OUR SITES

You may link to our Sites or Services, provided that (a) you do so in a way that is fair, in compliance with all applicable laws, rules and regulations, and does not damage our reputation; and (b) you shall not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent. We reserve the right to revoke your permission to link to our Sites or Services at any time and for any reason.

16. RESTRICTED SITES AND PASSWORDS/USER REGISTRATION

Certain functionality of the Sites or Services is limited to Users who have registered an Account for the applicable services. Such Users will have unique User Credentials issued for their Account. You represent and warrant that all Account information is truthful and accurate, and you will update such information to ensure its accuracy. You represent and warrant that you have provided a valid email address at the time of registration. You agree that all information you provide to register with our Sites or Services or otherwise, including through the use of any interactive features on our Sites 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. You may update your personal information through our Sites or Services or by contacting us via the contact information provided above or otherwise set forth in the Terms.

Users are responsible for the confidentiality of User Credentials and shall be responsible and liable for access to or use of the Sites or Services by such User or any other person or entity using such User Credentials (whether or not such access has been authorized). You agree that access to the Account will be limited to the User which subscribed under such account. You agree to immediately notify Topstep if you learn of, or have reason to suspect, any unauthorized use of your account or any other breach of security.

Your Account is personal to you and you are only permitted to have one Account. Your Account cannot be sold, transferred, assigned to, or shared with any other party outside of yourself in your personal and individual capacity. If Topstep determines in its sole and absolute discretion you have opened multiple Accounts, Topstep reserves the right to suspend or terminate your Account and subsequently created Accounts. You are responsible for all activity on your Account. If your breach of the requirement that you hold only one Account is related to Prohibited Conduct as set forth in Section 15, Topstep may take the actions set forth in Section 15 as well.

Without limiting our other rights and remedies, You acknowledge and agree that Topstep is authorized to act on all instructions received through your Account, and that Topstep may, but is not obligated to, deny access, or block any transaction made through use of your Account without prior notice if we believe that such Account is being used by someone other than its registered User, or for any other reason.

Topstep reserves the right to refuse to grant User Credentials to any individual for any reason, including, if such User impersonates someone else, is protected by trademark or other proprietary rights law, or is vulgar or offensive. Topstep shall not be liable for any loss or damage arising from a User’s failure to comply with this Section.

17. SUBMITTING CONTENT OR COMMENTS ON OUR SITES (CONTENT PROVIDED BY YOU)

If you submit User Content, you agree to abide by these Terms.

You shall not submit User Content on our Sites or Services that is: illegal, indecent, profane (either directly or indirectly through partially obscured words, letters, phrases, terminology, or the like), threatening, defamatory, derogatory, counter to Topstep’s Privacy Policy or otherwise injurious to Topstep or any third parties, constitutes commercial solicitation or advertising (except where pre-approved in writing by Topstep), or consist primarily of an unsolicited electronic mass mailing.

User Content shall not be abusive or harassing to any person. You may not submit materials that are or purport to be the Personal Data about others, such as full name, postal address, email address, telephone number, or any other personal attribute which would constitute an invasion of privacy. User Content shall not be obscene, objectionable, offensive, tortious, deceptive, fraudulent, or invasive of another’s privacy or publicity rights.

Topstep does not guarantee that User Content will remain private, even if such User Content is entered into a password-protected section of the Sites or Services. Accordingly, you should not provide User Content that you want protected from others. You are responsible for the User Content enter, submit, create, post, upload, transmit, or otherwise provide through or using the Sites or Services. All User Content is provided at your own risk. We cannot guarantee that User Content will not be viewed by unauthorized persons. You understand that, even after removal, copies of User Content you have provided may remain viewable in cached and archived pages and may have been copied or stored by Internet archives and other Users or Visitors. We may make User Content available, including publicly available, to other Sites and Services Users and Visitors, as applicable and at its sole discretion.

User Content shall not contain a software virus, worm, spyware, Trojan horse, or other computer code, file or program designed to interrupt, impair, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment.

User Content shall not infringe in any manner on the copyright, trademark, or other intellectual property rights of any person or entity, and shall not contain privileged, confidential, proprietary, or trade-secret information of any individual or entity, or any information that may violate the legal right of any person or entity in any jurisdiction or locale.

You are prohibited from impersonating any other individual or entity, or otherwise misleading any person or entity as to the origin of any of your comments.

You agree to disclose any conflict of interest, ownership interest, business, employment, or other financial relationship you have with any company or financial instruments named in any User Content. You agree not to submit User Content with the intent to increase or decrease a financial instrument’s price and sell or purchase such financial instrument because of such increase or decrease. If you submit User Content about any stock or financial instrument while intending to purchase or sell such stock or a related financial instrument within 72 hours, any such User Content shall include a statement regarding your intended purchase or sale.

You shall not submit User Content that violates any local, state, national, or international law, including but not limited to regulations of the U.S. Securities and Exchange Commission and the U.S. Commodity Futures Trading Commission or other securities laws and the rules of any securities exchange. You agree that User Content will not constitute illegal activity, give rise to civil liability, or violate the contractual, personal, intellectual property, privacy or other rights of any other party.

18. CONTENT LICENSE

By submitting User Content, you grant Topstep an unrestricted, worldwide, non-exclusive, irrevocable, perpetual, fully paid-up and royalty-free right and license (the “License”), in any form or format, in whole or in part, to host, store, maintain, use, reproduce, distribute, display, publish, modify, prepare derivative works of, and otherwise exploit all or any portion of such User Content on the Sites or Services and on any other websites, channels, or distribution platforms, for any purpose whatsoever, without accounting, notification, credit or other obligation to you, and the right to license and sublicense and authorize others to exercise any of the rights granted hereunder to Topstep, in its sole discretion. All rights, licenses and privileges herein described are granted to Topstep immediately upon submission of User Content and shall continue perpetually and indefinitely. Any information that you wish to remain private should not be submitted with or as User Content.

Furthermore, your submission of User Content signifies your representation and warranty of the following:

• You have the right to submit the User Content and grant the License herein described;

• No further licenses, royalties, or permissions will be needed from a third party to use your User Content as herein described;

• User Content does not infringe any third party’s rights, including intellectual property and privacy rights; and

• User Content complies with Terms and all applicable laws.

19. INTELLECTUAL PROPERTY, TRADEMARKS, AND COPYRIGHTS

Topstep Sites or Services and their entire contents, features, and functionality (including all information, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof), are owned by Topstep, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws and treaties. You shall not challenge the ownership or rights in Topstep’s Sites or Services or any component thereof.

You are granted a personal nonexclusive, nontransferable, nonsublicensable, nonassignable, limited, and revocable right to access, use, display, and navigate our Sites and Services solely for your personal, non-commercial, and non-public use. You shall not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of our material, except for your personal, non-commercial, and non-public use. You shall not access or use for any commercial purposes any part of our Sites or Services.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of our Sites or Services in breach of these Terms, your right to use Topstep Sites and Services will cease immediately and you must, at our option, return, or destroy any copies of the materials you have made. No right, title, or interest in or to our Sites or Services or any content on our Sites or Services is transferred to you, and all rights not expressly granted herein are reserved by Topstep. ALL RIGHTS RESERVED. 

Any use of our Sites or Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, trade secret, and other laws.

The Marks displayed on our Sites and Services are the property of Topstep, unless otherwise disclosed and any and all rights not expressly granted herein are reserved. ALL RIGHTS RESERVED. You are prohibited from using, removing, or altering any Marks for any purpose including use on other materials, in presentations, as domain names, or as meta-tags, without our written permission.

Except as expressly provided above, no Intellectual Property displayed on Topstep Sites or Services or on any of the Content may be reproduced, altered, removed, transmitted, published, or distributed, whether electronically, mechanically, by photocopy, recording or otherwise, without the prior written permission of Topstep. Use of any Topstep trademarks as metatags on any third-party site is strictly prohibited. You may not co-brand our Sites or display our Sites in frames (or any of the Content via in-line links) without prior written permission from Topstep. You agree to cooperate with Topstep in causing any unauthorized co-branding, framing, or linking to immediately cease. You may not remove, modify, or alter any copyright, trademark, or patent notice from any product delivered by us. You agree not to undertake any action that will interfere with or diminish our right, title, or interest in our Intellectual Property.

20. DIGITAL MILLENNIUM COPYRIGHT ACT

The following policy has been adopted pursuant to the Digital Millennium Copyright Act (found at http://lcweb.loc.gov/copyright/legislation/dmca.pdf).

The address of the Designated Agent can be found above in Section 2. If you believe that content or material provided through the Sites or Services infringes a copyright, please send a notice containing the following information to the Designated Agent:

• a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

• identification of the material claimed to have been infringed or, if multiple works, a representative list of such works;

• identification of the material that is claimed to be infringing or 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 us to locate the material;

• information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address at which you may be contacted;

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

• a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The Designated Agent for notice of copyright infringement claims may be reached via the contact information set forth in Section 2 of these Terms of Use. 

21. TERMINATION

Users may terminate receipt of any free service publications at any time by sending Topstep a request for removal from the relevant distribution list. All free service publication emails will include a link allowing a User to unsubscribe. If you wish to terminate receipt of such publications, please use the link on the attached email or see the contact information provided in Section 2.

Topstep reserves the right to refuse to permit or to terminate your access to any of the Topstep Sites or Services at any time at its sole discretion. Such termination may result from a violation of the Terms or other referenced agreements, unauthorized use or reproduction of any publication or information, or any or no reason, all determined in Topstep’s sole discretion. If such access is refused or terminated, you agree you will not attempt to establish a new Account under any name, real or assumed. All provisions of these Terms shall survive termination, including, ownership provisions, warranty disclaimers, indemnities, and limitations of liability.

22. JURISDICTION AND ENFORCEABILITY

PLEASE READ THIS ENTIRE SECTION CAREFULLY. EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, IT REQUIRES MANDATORY ALTERNATIVE DISPUTE RESOLUTION PROCESSES INSTEAD OF LITIGATION AND AFFECTS LEGAL RIGHTS YOU MAY OTHERWISE HAVE. These Terms shall be governed by and construed in accordance with the laws of the State of Illinois and the United States of America, without giving effect to any principles of conflicts of law. You irrevocably consent to the exclusive jurisdiction of the courts located in the City of Chicago, County of Cook, State of Illinois, USA in connection with any action arising out of or related to these Terms or their subject matter. You waive any objection based on lack of personal jurisdiction, place of residence, improper venue, or forum non conveniens in any such action.

Any dispute, claim, or controversy arising out of or relating to 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 arbitration Chicago, Illinois before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. The Parties shall evenly share the cost of arbitration. This clause shall not preclude Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. In the event of litigation or arbitration concerning the subject matter of this Agreement, the prevailing Party shall be entitled to recover all costs incurred by it, including such Party’s reasonable attorneys’ fees. The Parties agree that:

• no arbitration proceeding hereunder whether a consumer dispute or a business dispute shall be certified as a class action or proceed as a class action, or on a basis involving claims brought in a purported representative capacity on behalf of the general public, other Users, or potential Users, or persons similarly situated, and
• no arbitration proceeding hereunder shall be consolidated with, or joined in any way with, any other arbitration proceeding. THE PARTIES AGREE TO ARBITRATE A CONSUMER DISPUTE OR BUSINESS DISPUTE ON AN INDIVIDUAL BASIS AND EACH WAIVES THE RIGHT TO PARTICIPATE IN A CLASS ACTION

23. FORCE MAJEURE

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by a Force Majeure Event. Our obligations under these Terms will be suspended and the time for performance of our obligations will be extended for the duration of a Force Majeure Event.

24. VIOLATION OF THESE TERMS

IF THE USER OR VISITOR VIOLATES ANY PROVISION OF THESE TERMS INCLUDING BY ACCESSING THE SERVICES IN CONFLICT WITH THIS AGREEMENT, PROVIDING INCOMPLETE, UNTRUE OR NON-UPDATED INFORMATION, ACTING IN A MANNER THAT (A) MAY CAUSE TOPSTEP RISK OF OR ACTUAL REPUTATIONAL DAMAGE, OR (B) VIOLATES THE TRADING RULES, TOPSTEP MAY PREVENT COMPLETELY OR PARTIALLY RESTRICT YOUR ACCESS TO ANY OR ALL OF THE SITES AND/OR SERVICES, WITHOUT ANY PRIOR NOTICE AND WITHOUT ANY COMPENSATION OR REFUNDS.

25. WAIVER OF CLASS ACTION RIGHTS

PLEASE READ THIS ENTIRE SECTION CAREFULLY. EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, IT REQUIRES A WAIVER TO YOUR ABILITY TO PARTICIPATE (AND THE RIGHTS YOU MAY HAVE IN) A CLASS ACTION AND JURY TRIAL.

THE PARTIES WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES AGREE THAT: (A) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT); AND (B) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.

EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

26. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless the Topstep Parties, for all costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to (a) your access to or use of our Sites or Services, (b) your violation of the Terms or applicable law, (c) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity, (d) any funding of your account from any source and any payment methods used. Topstep reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without the prior written consent of Topstep. Topstep will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

27. PROHIBITED CONDUCT

Activity in the Trading Combine® is subject to the functioning of a real market. Taking advantage of the simulated environment to gain an edge in the Trading Combine® is not permitted. By way of example, slippage, preferential order in the que, market gaps, and high volume of trades within short periods of time are areas you are not permitted to take advantage of in the Trading Combine®. Trading activity in the Trading Combine® that knowingly or unknowingly circumvents targets and rules or generates profits that could not otherwise be achieved in live market trading, is a violation of the Terms. In the event of such foregoing action, Topstep retains the right to reject any claims of passing or advancing in the Trading Combine®, as well as render your Account ineligible and prohibit you from further use of any of Topstep’s Site or Services. If you are found to have profited from taking advantage of the simulated environment to gain an edge in your Trading Combine® at any time you have graduated past the Trading Combine®, or otherwise deemed to have engaged in other Prohibited Conduct (defined below) you will not be entitled to receive any withdrawals from any other account maintained with Topstep, all of which will be forfeited and closed immediately.

In connection with use of the Site or Services, User is prohibited from (collectively, “Prohibited Conduct”):

• Using any trading strategy intended to exploit or create errors in the Services such as errors in the display of prices or delay in their updates;
• Using any trading strategy that includes disruptive practices (as determined in Topstep’s sole discretion), including but not limited to spoofing strategies;
• Trading excessive or unrealistic number of contracts in the day;
• Performing trades any time outside the best bid or offer;
• Performing trades using an external or slow Data feed; 
• Performing, alone or in concert with any other persons, including between connected accounts, or accounts held with different Topstep Parties, trades, or combinations of trades, the purpose of which is to manipulate, abuse, or give User an unfair advantage while using the Site or Services, for example, by engaging in any short term or high frequency trades or simultaneously entering into opposite positions;
• Performing trades in conflict with the terms and conditions of Topstep of the User Section and the terms and conditions of the Trading Combine®;
• Using any software, artificial intelligence, ultra-high speed, or mass Data entry which might manipulate, abuse, or give User an unfair advantage while using the Site or Services; 
• Otherwise performing trades in contradiction with how trading is actually performed in the applicable futures markets, or in a way that establishes justified concerns that Topstep might suffer financial or other harm as a result of User’s activities;
• In concert with others, including between unconnected accounts and third parties, performing the same trading strategy (i.e., performing the same trades in the same time increments), opposite strategy, or other activity mean to pool or hedge risk of the aggregate, unconnected accounts;
• Using any instruments that may adversely affect the operation of the Site and Services or that would be intended to misuse any errors, bugs, or other deficiencies of the Sites and Services;
• Circumventing geographical restrictions of availability or any other technical restrictions; 
• Holding a position within 2% of a product’s lock limit;

• Trading on behalf of others including but not limited to sharing any incentives as part of any business arrangement; or 

• Engaging in other conduct which in the sole discretion of Topstep, represents uncommercial activity, is intended to game the market, or otherwise is not a viable trading strategy.

All use of the Site and Services, including trading in the Trading Combine®, is subject to trading rules established by Topstep (collectively, “Trading Rules”), which are subject to change by Topstep in its sole and absolute discretion from time to time. The current Trading Rules are set forth on the Site. User acknowledges and agrees that User is solely responsible for staying current on Trading Rules, which remain subject to change at any time and from time to time, with or without notice.

Products may be traded during normal electronic trading hours unless otherwise indicated. The Daily Loss Limit is an objective for your account and, if broken, does not count as a rule violation. If the Net P&L should hit or exceed the Daily Loss Limit during the trading day (5:00 PM CT-3:10 PM CT), the account will hit a soft breach and will be auto-liquidated for the remainder of the then current trading session. This means any open trading positions will be flattened, any pending orders will be canceled, and your account will be prevented from placing any new trades until the start of the next trading day (5:00 PM CT).

Trading can only occur during normal electronic trading hours unless otherwise indicated by us. Abbreviated holiday hours can be found on Topstep’s website. All positions MUST be closed prior to 3:10 PM CT or prior to the market close, whichever is sooner. Traders are only permitted to trade permitted products by Topstep. For more information, please visit our help center here.

Excessive or unrealistic single day trades or single trade profits will be subject to review by Topstep for any possible violations of these Terms or Trading Rules or engaging in any Prohibited Conduct or Prohibited Uses.

Additionally, to deter and avoid violations of the trading rules (as set forth in this Section 26 and in addition the Express Funded Account Agreement), your positions will automatically be flattened (e.g., closed out) just prior to the end of the then current trading session (e.g., about ten seconds prior to the closing bell at 3:10 PM CT) as determined by Topstep.

If Topstep, in its sole discretion, determines a User has violated any Trading Rules or engaged in Prohibited Conduct, Topstep may, in its sole determination, remove any Simulated Account profits, delete a trading day, reset an Account, or ban a User from any further use of the Site and Services. If Topstep identifies trading activity that, in its sole discretion, relates to Prohibited Conduct, Topstep reserves the right to, in its sole discretion, delete the trading day and all profits, or restart or close the Account. Additionally, Topstep may ban User from use of all or a portion of the Sites and Services.

28. OTHER PROHIBITED USES

You are solely responsible for any and all acts and omissions that occur under your Account, and you agree not to engage in unacceptable use of the Sites or Services or any User Content including:

• Posting, storing, or disseminating any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters or other fraudulent schemes, or any other form of solicitation; 

• Using any manual or automated software, devices, or other processes to “crawl” or “spider” any web pages contained in the Sites or Services; 
• Using any VPN or VPS on Accounts is strictly prohibited and may result in account termination and forfeiture of profits.

• Using the Sites or Services to gain competitive intelligence about Topstep or the Sites or Services to compete with Topstep or its affiliates; and
• Harvesting or otherwise collecting any information about other users, including, email addresses or other contact information

29. REWARDS

In order to incentive healthier trading habits and utilization of Topstep’s educational materials, Topstep may provide certain prizes, rewards, or incentives from time to time (each, a “Reward” and collectively, “Rewards”). No Reward shall require any separate or specific fees or payments. Each Reward offered from time to time may have specific goals, rules, metrics, delivery or payment terms, and expiration dates applicable to such Reward. User is responsible for tracking each Reward and their eligibility for achieving such Reward. Each Reward with an expiration date will automatically be of no value or effect upon its stated expiration. Rewards are personal to a given User and are non-transferrable for any reason. Any redemption of a Reward is final and nonrefundable for any reason. Each Reward offered may only be earned by a User one time per Account. Each User is solely responsible for tracking their progress toward an achievement and Topstep has no obligation or responsibility to notify a User that a Reward eligibility has been achieved.

In order to be eligible to participate in earning Rewards, a User must (i) have an active Funded Account or Trading Combine that has not been purchased or opened with any credits or rewards offered by Topstep or its Affiliates, including any Rewards, and (ii) be a U.S. citizen or legal U.S. resident 18 years old or older and cannot be listed on the OFAC Specially Designated Nationals and Blocked Persons List (or other similar list or designation).

Topstep may prohibit any User or potential User from participating in a given Reward, if, at the sole discretion of Topstep, (i) such person shows a disregard for these Terms, (ii) acts with an intent to annoy, abuse, threaten, or harass any other User, Topstep, or its agents or representatives, (iii) disparages Topstep or its products or services, Topstep’s competitors or their products or services, Topstep Affiliates or any other person or party affiliated with Topstep, or (iv) acts in any other disruptive manner. Topstep may, for no consideration and without any notice to a User, alter or cancel any Reward earned by such User that Topstep deems to have violated these Terms, regardless of if such activity was or was not related to earning such Reward. Topstep’s decisions, in its sole discretion, as to all matters related to Rewards are final.

30. OTHER IMPORTANT TERMS

These Terms are in addition to any other agreements between you and Topstep:

Nothing in these Terms shall create or be deemed to create a partnership, agency, trust arrangement, fiduciary relationship, or joint venture between you and Topstep. Neither you nor Topstep shall have any right, power, or authority to act or create any obligation, express or implied, on behalf of the other party.

You agree that breach of the provisions of these Terms would cause irreparable harm and significant injury to Topstep which would be both difficult to ascertain and which would not be compensable by damages alone. As such, you agree that Topstep has the right to enforce the provisions of these Terms by injunction (without necessity of posting bond), specific performance, or other equitable relief without prejudice to any other rights and remedies Topstep may have for your breach of these Terms.

We reserve the right at any time in our sole discretion to: modify, suspend, or discontinue our Sites or Services or any service, content, feature, or product offered through our Sites or Services, with or without notice; charge fees in connection with the use of our Sites and Services; modify and/or waive any fees charged in connection with our Sites or Services; and/or offer opportunities to some or all users of our Sites or Services. You agree that we shall not be liable to you or to any third party for any modification, suspension, or discontinuance of our Sites or Services, or any service, content, feature, or product offered through our Sites or Services.

Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

The Terms constitute the complete terms and conditions agreed between you and Topstep and supersede all prior agreements relating to the subject matter of the Terms, whether verbal or written.

If any provision of the Terms is found to be invalid or ineffective, it shall be replaced by a provision whose meaning is as close as possible to the invalid provision. The invalidity or ineffectiveness of one provision shall not affect the validity of the other provisions. No past or future practice established between the parties and no custom maintained in general or in the industry relating to the subject matter of the performance, which is not expressly referred to in the Terms, shall be applied and no rights and obligations shall be derived from them for the parties; in addition, they shall not be taken into account in the interpretation of manifestations of the will of the parties.

If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

Topstep may assign any claim from these Terms or any agreement to a third party without your consent. You agree that Topstep may, as the assignor, transfer its rights and obligations under these Terms or any agreement or parts thereof to a third party. You are not authorized to transfer or assign your rights or obligations under these Terms or any agreements or parts thereof.

We may terminate these Terms at any time without notice, and accordingly may deny you access to our Sites and Services, if in our sole judgment you fail to comply with any term or provision of these Terms. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of these Terms for all purposes.

31. ACCEPTANCE OF AND MODIFICATIONS TO THESE TERMS

We assume that all Users and Visitors have read this document and the Terms and agree to its content. By accessing or using the Sites or Services, by accepting the Terms of Use or by entering into any other agreement with us, you agree on behalf of yourself and any entity you represent that you have read, understood, and consented to the Terms. If you do not agree with these Terms, you must refrain from using our Sites and Services.

You acknowledge that you have carefully assessed the possible risks arising from Terms and you accept those risks.

These Terms may change from time to time. If we modify our Terms, we will notify you and post the revised statement here, with an updated revision date, and you acknowledge that such notice may include, without limitation, clear and conspicuous messaging or posting on the Sites or Services indicating the Terms have changed. If you do not agree to any changes to the Terms after receipt of notice, you must discontinue your use of the Sites or Services.

32. FEEDBACK

Topstep welcomes your Feedback. If you submit Feedback to Topstep, please note that your Feedback shall become the property of Topstep, and you hereby irrevocably assign to Topstep all right, title, and interest in and to the Feedback and all copyrights and other intellectual property rights embodied in such Feedback on a worldwide basis.

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