Toptal^® Platform Subscription
Terms of Service

The Platform Subscription Terms of Service (“PSTOS”) apply to Client’s use of Toptal’s client platform to provide the Service under the Sourced Talent [Matching] Agreement between Client and Toptal (the “Agreement”). Terms used herein and not otherwise defined will have the meanings given them in the Agreement. The parties agree that notwithstanding anything to the contrary in the Agreement, including in Section 9.7 (Complete Agreement; Amendments), the parties intend for the PSTOS to supplement and amend the terms in the Agreement, and the Agreement, inclusive of all executed TOPs, and the PSTOS, as updated from time to time, constitutes the entire understanding between the parties regarding the subject matter in the Agreement. In the event of a conflict, the Agreement will take precedence over the conflicting terms in this PSTOS.

1. Acceptance of PSTOS; Updates.

By accepting the PSTOS, Client acknowledges it has read, understands, and agrees to be bound by the PSTOS.

Client also acknowledges that the PSTOS forms a contract between Client and Toptal, even if it is electronic and is not physically signed by the parties, and Client represents that the individual entering into this PSTOS has the authority to contractually bind Client. Toptal reserves the right, at its sole discretion, to change or modify portions of the PSTOS at any time. Toptal will post any changes or modifications to the PSTOS on this webpage and will indicate at the top of the PSTOS the date these terms were last revised. It is Client’s responsibility to check the PSTOS periodically for changes. Client’s continued use of the client platform and/or Service after the date any such changes become effective constitutes Client’s acceptance of the new or revised PSTOS.

2. Platform Subscription.

In addition to payment of the invoiced fees and expenses for Toptal’s Service, as outlined in Section 2 (Fees; Billing) of the Agreement, Client agrees to be charged and to pay Toptal a monthly subscription fee in the amount indicated on the subscription sign up (or communicated to Client thereafter) in order to gain access to and use the Toptal client platform in connection with the Service (“Platform Subscription”). The Platform Subscription may be cancelled by providing Toptal with written notice at least three (3) business days prior to the next billing date, provided Client does not at that time have an active engagement through Toptal. The Platform Subscription fees are non-refundable, unless Client cancels the Platform Subscription because Toptal is unable to present any Talent to Client, in which case Client may request a refund of up to one month’s Platform Subscription fee.

3. Toptal Indemnification; Limitation of Liability.

Beginning on the date Client pays its first Platform Subscription fee, and contingent on Client having a currently paid-up Platform Subscription on the date the facts and circumstances giving rise to a Claim (defined below) first arise, Toptal will indemnify Client (the “Indemnified Party”) from actual costs, liabilities, and reasonable expenses, including reasonable attorneys’ fees (“Liabilities”) awarded against an Indemnified Party pursuant to a final judgment as a result of a third party claim (“Claim”) arising out of Toptal’s performance of the Service in breach of the Agreement; provided, however, that Toptal shall not be liable to Indemnified Party, or have any duty of indemnification for Liabilities to the extent arising out of Indemnified Party’s contributory or comparative negligence, gross negligence, willful misconduct, or due to the instructions, requirements or directions of, the Indemnified Party. Toptal’s indemnification obligation arising under this paragraph 3 will in no event exceed Fifty Thousand US Dollars ($50,000) for Toptal’s Service, or Ten Thousand US Dollars ($10,000) for Toptal’s Marketplace Service, subject in either case to the limitation of liability set forth in the Agreement, including, without limitation, Section 9.4 (No Consequential Damages; Limitations of Liability).