TopCash Terms and Conditions

Program Terms & Conditions

The following terms and conditions ("Program Rules") form a binding contract between SRS Distribution, Inc. and its subsidiaries and affiliates (collectively "Seller") and each participant enrolled in the TopShield TopCash promotion ("Program"). The collection of any personal information in conjunction with the Program is subject to and governed by our Privacy Policy. 

THESE TERMS ALSO CONTAIN A MANDATORY ARBITRATION PROVISION THAT, AS SET FORTH BELOW IN SECTION 9, REQUIRES YOU TO ARBITRATE CLAIMS ARISING FROM THE PROGRAM THAT YOU MAY HAVE AGAINST SELLER ON AN INDIVIDUAL BASIS, MEANING YOU CANNOT BRING CLAIMS AGAINST SELLER IN COURT, AND CONFIRMS YOUR AGREEMENT TO A CLASS ACTION WAIVER IN ARBITRATION. BY ACCEPTING THESE TERMS, YOU ARE AGREEING TO THE ARBITRATION AGREEMENT, CLASS ACTION WAIVER, AND JURY TRIAL WAVER CONTAINED IN SECTIONS 9-11 OF THESE TERMS BELOW. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, DO NOT PARTICIPATE IN THE PROGRAM.

• ELIGIBILITY
  Any company("Participant") with an account with Seller, whether on credit or cash on delivery basis, may participate in the Program. Government buyers and corporate employees may be subject to certain restrictions by their employers. By enrolling in the Program, each Participant represents and warrants that they are eligible to receive the rewards described. Employees of Seller are ineligible.
 
• TERM
  The Program begins on the date of Participant's registration and will continue until terminated by Seller upon thirty (30) days prior written notice to Participant's registered email address, or by posting a notice on the website located at TopShieldProducts.com ("Site"). This program is void where prohibited by law. The provisions of these Program Rules that by their nature should survive the termination of a Participant participation in the Program shall survive, including, but not limited to indemnities, releases, disclaimers, limitations on liability, provisions related to choice of law, and arbitration.
 
• EARNING CASH
  Participants will earn Rebates in accordance with these Program Rules, along with other conditions posted on the Site. Products and rebate amounts will be posted on the Site and may change daily without notice. Rebates are only offered on the specific items (Products) listed on the Site. Products must be ordered during the promotional period to receive a Rebate. Under no circumstances will Rebates be earned after the promotional period has expired or prior to the Participant's registration. No other terms and conditions will apply except as otherwise described in these Program Rules. Rebates will be issued on a TopShield Prepaid Mastercard® (Card). Rebates will be added to a Participant's Card within ninety (90) days of purchase.
 
• EXPIRATION
  The Card is issued by Sunrise Banks N.A., Member FDIC, pursuant to a license from Mastercard International Incorporated. Mastercard is a registered trademark, and the circles design is a trademark of Mastercard International Incorporated. The Card may be used everywhere Debit Mastercard is accepted. Registration, activation, acceptance, or use of the Card constitutes acceptance of the terms and conditions stated in the Prepaid Card Agreement.
 
• TRANSFERABILITY
  Cards are intended to be used by the Participant and are non-transferable.
 
• USE OF THE WEBSITE
  Use of the Site is governed by the terms of use (Terms of Use) that appear in a hyperlink at the bottom of the page on the Site. The Terms of Use may be updated from time to time without notice.
 
• AUDIT
  Seller reserves the right to audit the purchases made by each Participant related to the Program to ensure accuracy and compliance.
 
• DISCLAIMER
  Seller makes no guarantees, warranties, or representations (collectively "Warranties") of any kind, expressed or implied, with respect to participation in the Program or use of the Site. Seller disclaims any such Warranties including fitness, uptime, or benefits. Under no circumstances will Seller be held liable for performance that is impaired or otherwise made impossible by events beyond Seller's reasonable control including without limitation acts of God, civil or military authority, war, riots, civil disturbances, theft, fire, explosions, natural disasters, strikes, or other labor disputes.
 
• DISPUTE RESOLUTION & MANDATORY ARBITRATION FOR DISPUTES ARISING FROM THE PROGRAM
  We each agree to first contact each other with any disputes arising from the Program and provide a written description of the problem, all relevant documents/information, and the proposed resolution. You agree to contact us with disputes by contacting us at (855) 569-1550 or info@topshieldproducts.com. We will contact you based on the contact information you have provided us. 
   
  If after 30 days the parties are unable to resolve any dispute raised under the previous provision, the dispute may only be submitted to arbitration consistent with this Section. The parties understand that they would have had a right or opportunity to litigate disputes through a court and to have a judge or jury decide their case, but by participating in this Program, they choose to have any disputes resolves through arbitration. 
   
  We each agree that any claim or dispute between us, and any claim by either of us against any agent, employee, successor, or assign of the other, including, to the full extent permitted by applicable law, third parties who are not parties to this Section, whether related to this Section or otherwise, including past, present, and future claims and disputes, and including any dispute as to the validity or applicability of this arbitration clause, shall be resolved by binding arbitration. A neutral arbitrator will be selected by mutual agreement of the parties. The arbitrator shall be either a retired judge who presides in the jurisdiction where the arbitration is conveyed and is experienced in the subject matter of the underlying dispute or an attorney who is experienced in the subject matter of the underlying dispute and is licensed to practice law in that jurisdiction. If the parties cannot mutually agree on an arbitrator, any party can request a court of competent jurisdiction to appoint one. A demand for arbitration must meet the same pleading standards as if the demand were made in a court of law. The arbitrator will decide any disputes over whether a legal claim has been stated pursuant to a state, federal, or local law.
   
  The arbitration, including discovery, motions, and other procedures, will be conducted in accordance with the Federal Rules of Civil Procedure ("FRCP") and the Federal Rules of Evidence ("FRE"), except as otherwise provided in this Section. A copy of the FRCP and FRE can be obtained for free at this link: https://www.law.cornell.edu/rules/frcp and https://www.law.cornell.edu/rules/fre. Subject to the remainder of this paragraph, in any arbitration conducted pursuant to this Section, the arbitrator's fees and expenses and the costs of the hearing facilities will be advanced by Seller. If you are the one filing the claim, Seller will pay the portion of the filing fee, if any, that is in excess of the similar court filing fee had you been able to file the claim in court, but in no event will you be required to pay a filing fee of more than $400.00. Where applicable law requires Seller to bear all arbitration fees and expenses in connection with the arbitration, including the arbitrator's fees, Seller will do so. Otherwise, the arbitrator may apportion the arbitrator fees and expenses between the parties as part of his/her decision in accordance with applicable law. You will pay, or, of applicable, reimburse Seller, for any such amounts apportioned to you, and Seller will pay any such amounts apportioned to it. Either party may apply to the arbitrator for injunctive relief until the arbitration award is rendered or the controversy is otherwise resolves, and either party may, without waiving any remedy under this Section, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the right or property of that party, pending the establishment of the arbitrator (or pending the arbitrator's determination of the merits of the controversy), including to enforce any applicable contractual restrictive covenants.
   
  The parties agree that the following provisions shall apply to the arbitration proceedings:
   
  In arbitration, each party shall be permitted to take the following discovery at the requesting party's expense: (a) three (3) depositions; (b) fifteen (15) interrogatories (written questions); and (c) fifteen (15) requests for document production. The arbitrator shall decide all disputes related to discovery and to the agreed limits on discovery and may allow additional discovery upon a showing of substantial need by either party or upon a showing of an inability to pursue or defend certain claims without such additional discovery.
   
  At least fifteen (15) days before start of the arbitration hearing, each party will provide the other party and the arbitrator with a list of witnesses, including any expert witnesses, a brief summary of the testimony of each witness, and a list of all exhibits intended to be used at the hearing. Unless so ordered by the arbitrator, witnesses or exhibits which do not appear on these lists will not be allowed to testify or be introduced during the hearing.
   
  Within 30 days after the hearing, each party will have the right to prepare a brief, a copy of which must be shared with the other party and filed with the arbitrator. The arbitrator shall issue a written decision within 30 days of receipt of the parties' briefs, which decision shall include a statement of the arbitrator's findings of fact and conclusions of law. The arbitrator may award any relief to either party to which Seller or you may be entitled to by law. Any award by an arbitrator shall include written findings of fact and conclusions of law. The award of the arbitrator may be enforced under the terms of the Federal Arbitration Act (Title 9 U.S.C.) and/or under the law of any state to the maximum extent possible. If a court determines that the award is not completely enforceable, it shall be enforced and binded on both parties to the maximum extent permitted by law.
   
  Issues relating to this Section's validity, enforceability, or interpretation of its prohibitions on class and collective proceedings shall be exclusively for a court of competent jurisdiction to decide. Otherwise, Seller and you agree that all other issues are for the arbitrator to decide. The arbitrator shall have the authority to rule on all motions, whether made prior to or at the hearing, including motions for summary judgement or summary adjudication and motions to dismiss. With respect to any such motions, the party filing the motion may file a reply brief at their option or as required by the arbitrator or the applicable rules. The arbitrator shall not have the authority to amend, modify, or delete any provision of this Section or Seller's policies, unless violative of applicable law. The arbitrator shall have the authority to award only such remedies as could be awarded by a court under the applicable substantive law, which may include injunctive or other equitable relief. Prior to the hearing, the arbitrator shall encourage the parties to explore settlement.
   
  All arbitration proceedings are confidential unless applicable by law provides otherwise. The arbitrator shall maintain the confidentiality of the arbitration to the extent the law permits and shall have the authority to make appropriate rulings to safeguard that confidentiality. The arbitrator's authority shall be limited to deciding the case submitted by the parties to the arbitration. Therefore, no decision by any arbitrator shall serve as precedent in other arbitrations except to preclude the same claim from being re-arbitrated between the same parties. The arbitrator shall not have the power to commit errors of law or legal reasoning, and the award may be vacated or corrected on appeal to a court of competent jurisdiction for any such error.
   
  Either party may bring an action in any court of competent jurisdiction to compel arbitration under this Section and to enforce an arbitration award. The prevailing party in such an action shall be awarded its attorneys' fees and costs.
   
  This Section is included in these Program Rules in connection with a transaction involving interstate commerce. Accordingly, this Section and any proceedings thereunder shall be governed by the Federal Arbitration Act ("FAA"), 9 U.S.C.§ 1-16. Any award by the arbitrator(s) may be entered as a judgement in any court having jurisdiction.
 
• NO CLASS ACTIONS
  TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY OR TO ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION, OR OTHER PROCEEDING.
 
• NO TRIAL BY JURY
  TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION, OR OTHER PROCEEDING.
 
• MISCELLANEOUS
  Notice of Financial Incentive: In connection with the Program, we may offer financial incentives and/or price or service differences ("Incentives") to TopShield customers as further described in these Terms & Conditions and in exchange for our use of your personal information. To offer these Incentives, we must track the personal information you provide when you sign up for or engage with the Program, such as purchase history, participation in TopShield events, and engagement with TopShield as described in these Terms & Conditionas ("TopCash Program Data"). The value of TopCash Program Data is calculated by determining a TopCash Loyalty Program member's approximate additional annual spending compared to an individual's annual spending who is not yet enrolled in the TopCash Loyalty Program. The value of TopCash Program Data is reasonably related to the costs associated with offering the Incentives. You can join the Program by visiting our TopCash page at https://www.topshieldproducts.com/en/topcash/ , and you can withdraw from or cancel your Program membership at any time by contacting us at (855) 569-1550. For more information, please review the Privacy Policy as mentioned at the top of this page.
   
  Seller reserves the right to make any determination regarding the applicability of these Program Rules.
   
  These Program Rules (including any additional terms or policies incorporated by reference) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all previous written or oral agreements with respect to the Program.
   
  These Program Rules shall be construed in accordance with the laws of the State of Texas without regard to its conflict of laws rules. Any legal or arbitration proceedings against Seller that may arise out of, relate to, or be in any way connected with the Site or these Program Rules shall be brought exclusively in Collin County, Texas. Where such dispute is permitted to be heard via the courts, such dispute shall be heard in the state and federal courts applicable to Collin County, Texas, and you waive any jurisdictional, venue, or inconvenienced forum objections to such courts.
   
  Except where specifically stated otherwise, if any part of these Program Rules is unlawful or unenforceable for any reason, we both agree that only that part of the Program Rules shall be stricken and that the remaining terms in the Program Rules shall not be affected. So, for example, if a provision in these terms is found to be unenforceable, we agree that an arbitrator (or, if permitted, a court) shall strike only that provision and that the remaining terms of these Program Rules shall remain in force.

Revision 07.31.2023