Terms of Service | MSP2MVP

1. Acceptance of these Terms

By accessing or using the Service you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Service. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization and “you” refers to both you and the organization.

2. Eligibility and authority

The Service is intended for business and professional use by individuals who are at least 18 years old. By using the Service you represent that you are 18 or older, that you have the legal capacity to enter into these Terms, and that your use will comply with all applicable laws.

3. Accounts and security

You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. Notify us promptly at info@topdown.com if you suspect any unauthorized use. We may require you to verify your email address and may reset credentials if we believe an account has been compromised.

4. The service

The Service consists of free, business-oriented educational resources and interactive tools, including but not limited to:

• The MSP2MVP methodology, articles, glossary and research pages.
• The Book Companion — chapters, big ideas, assessment, and action plan.
• The marketplace of interactive mini-apps (analyzers, benchmarks, generators, planners) — many of which use AI providers to generate outputs.
• Downloadable PDF reports produced from your inputs or assessment results.
• Team, admin, and workflow surfaces for authenticated users who have been granted the relevant role.

Portions of the Service may be described as “open source” or otherwise licensed under a specific open-source license. Those materials are governed by the license accompanying them; the remainder of the Service is governed by these Terms.

5. No professional advice; no guarantees

The Service, including any assessment score, benchmark, report, plan, article, or AI-generated output, is provided for general informational and educational purposes only. It is not legal, compliance, cybersecurity, financial, tax, accounting, medical, employment, investment, or other professional advice, is not a certification or audit, and does not create any professional relationship between you and the Top Down Group.

Nothing in the Service is a guarantee of security, privacy, compliance, revenue, retention, business outcome, or third-party behaviour. You are solely responsible for decisions you make in reliance on the Service.

6. AI features

Many mini-apps use third-party large-language-model providers to generate analysis, summaries, questionnaires, plans and drafts from the inputs you submit. AI outputs are probabilistic and may be incorrect, incomplete, biased, outdated, or unsuitable for your situation.

• You must independently verify AI outputs before relying on them, especially for material decisions.
• Do not use the Service to make high-stakes decisions — including safety, medical, legal, financial, employment, or eligibility decisions — without qualified human review.
• Do not submit passwords, secrets, API keys, personal data that is not yours to share, special-category personal data, health information, payment-card data, government identifiers, or any information you lack lawful authority to submit.
• You represent that you have the necessary rights, notices, and consents to submit any content you place into an AI mini-app, and that doing so does not violate any law, third-party right, or agreement.

7. Your content

You retain ownership of the content you submit to the Service (your “User Content”). You grant Top Down a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, transmit, process, and display your User Content solely to operate, secure, support, and improve the Service for you, to provide the outputs you request, to send you related emails, and to comply with law.

We do not claim ownership of your User Content, and we do not claim ownership of information about your clients or prospects that you submit through the Service.

8. Intellectual property

The Service, including the MSP2MVP methodology, framework diagrams, branding, text, graphics, code, and interactive tools, is owned by the Top Down Group or its licensors and is protected by intellectual-property laws. Except for materials expressly identified as open source (which are governed by their stated licence), Top Down grants you a limited, revocable, non-transferable, non-sublicensable licence to access and use the Service for your own internal business or personal educational use, subject to these Terms.

You may not, and may not allow any third party to:

• Copy, resell, sublicense, rent, or commercially exploit the Service or any portion of it, except as expressly permitted;
• Scrape, crawl, or use automated means to extract data, run model-extraction or distillation attacks, or generate training datasets from the Service;
• Bypass, disable, or interfere with rate limits, quotas, authentication, security, or role controls;
• Reverse engineer, decompile, or disassemble any portion of the Service, except to the extent this restriction is prohibited by applicable law;
• Use the Service to build or train a competing product or service;
• Impersonate any person or misrepresent your affiliation;
• Use the Service in violation of any law, or in a way that is harmful, defamatory, harassing, or infringing.

9. Acceptable use

You agree not to use the Service to upload or transmit malware, send spam, probe or scan for vulnerabilities without authorization, submit deceptive inputs designed to manipulate outputs shown to other users, or infringe any third-party right. We may take reasonable steps to enforce these rules, including throttling, blocking, or removing content.

10. Availability, beta features, and changes

The Service is provided free of charge and is offered as-is. We may add, change, or discontinue features, endpoints, mini-apps, reports, or entire portions of the Service at any time. Features labelled “beta”, “preview” or “experimental” may be incomplete, unstable, or removed without notice, and may be subject to additional terms displayed with them.

11. Third-party services and links

The Service may link to or interoperate with third-party services (for example ScalePad product pages, external AI providers, or business-data providers). Those services are governed by their own terms and privacy policies. We are not responsible for third-party services, and your use of them is at your own risk.

12. Feedback

If you send us feedback, suggestions, or ideas about the Service, you grant Top Down a perpetual, irrevocable, worldwide, royalty-free licence to use them without restriction and without obligation to you.

13. Suspension and termination

We may suspend or terminate your access to the Service at any time, with or without notice, if we reasonably believe you have breached these Terms, if required by law, or if we discontinue the Service. You may stop using the Service at any time and request deletion of your account per our Privacy Policy. Sections that by their nature should survive termination will do so.

14. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TOP DOWN DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT AI OUTPUTS WILL BE ACCURATE OR SUITABLE FOR ANY PURPOSE.

15. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TOP DOWN AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY LOSS OF PROFITS, REVENUES, BUSINESS, GOODWILL, DATA, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TOP DOWN’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED ONE HUNDRED CANADIAN DOLLARS (CA$100). BECAUSE THE SERVICE IS PROVIDED FREE OF CHARGE, THIS CAP REFLECTS A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for certain damages. In those jurisdictions, our liability is limited to the smallest extent permitted by law, and nothing in these Terms limits liability that cannot be limited by law (for example, liability for fraud, gross negligence, wilful misconduct, or death or personal injury caused by our negligence).

16. Indemnity

To the extent permitted by law, you agree to defend, indemnify and hold harmless the Top Down Group and its affiliates, officers, employees and agents from and against any third-party claim arising out of or related to (a) your User Content, (b) your use of the Service in breach of these Terms or applicable law, or (c) your infringement or misappropriation of any third-party right. Top Down will provide reasonable notice of any such claim and may participate in the defence with counsel of its choice.

17. Governing law and disputes

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the Province of British Columbia and the applicable federal laws of Canada, without regard to conflict-of-laws principles. Subject to any mandatory consumer protections that apply in your place of residence, the courts located in Vancouver, British Columbia will have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there.

Informal resolution. Before starting a formal proceeding, please contact us at info@topdown.com and give us at least 30 days to try to resolve the issue.

18. Miscellaneous

• Entire agreement. These Terms and the Privacy Policy, together with any additional terms displayed for a specific feature, are the entire agreement between you and Top Down regarding the Service.
• Severability. If any provision is held unenforceable, the rest remains in effect.
• No waiver. Failure to enforce a provision is not a waiver of it.
• Assignment. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, reorganization or sale of assets.
• Notices. We may give notices via the Service or by email to the address associated with your account.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.

19. Changes to these Terms

We may update these Terms from time to time. When we do, we will update the “Last updated” date above and, for material changes, provide additional notice as required. Your continued use of the Service after the changes take effect constitutes your acceptance of the updated Terms.