Advertiser
Terms of Use.
Effective Date: March 24, 2026
Agreement
These Terms of Use (the “Agreement”) govern your use of the advertising services and platform (the “Platform”) provided by Topple Ad Network Inc. (“Topple”), a company headquartered in Colorado. By using the Platform, you agree to be bound by the terms of this Agreement. If you do not agree to these terms, you may not access or use the Platform.
Acceptance of Terms
By accessing or using the Platform, you affirm that you are legally capable of entering into a binding contract and, if you are using the Platform on behalf of a business entity, you represent and warrant that you have full authority to bind that entity to this Agreement, including all payment obligations, Ad Spend Plan commitments, and marketing and co-marketing provisions described herein.
Advertiser acknowledges that acceptance of this Agreement may be completed through electronic means, including but not limited to selecting a checkbox, clicking an acceptance button, or otherwise indicating assent within the Platform. Such electronic acceptance shall constitute a legally binding agreement and shall have the same force and effect as a handwritten signature. Advertiser further acknowledges that it has had the opportunity to review this Agreement prior to acceptance and agrees that continued use of the Platform constitutes ongoing acceptance of its terms.
Advertiser acknowledges that it receives valuable consideration under this Agreement, including access to the Platform, advertising services, and associated benefits, and that such consideration is sufficient to support all obligations set forth herein.
1.1 Ratification by Conduct
Advertiser acknowledges and agrees that its use of the Platform, including but not limited to creating an account, launching or maintaining campaigns, making payments, accessing reporting, participating in communications, or engaging in co-marketing or other activities with Topple, constitutes acceptance of and agreement to be bound by this Agreement.
Advertiser further acknowledges that any continued use of the Platform or participation in Topple’s services following initial acceptance constitutes ratification of this Agreement in its entirety, regardless of whether Advertiser later disputes its acceptance, authority, or execution.
Advertiser expressly waives any claim that this Agreement is unenforceable based on lack of signature, lack of authority, or lack of formal execution.
Advertiser further acknowledges that all actions taken within the Platform, including but not limited to campaign launches, budget approvals, and subscription changes, are binding on Advertiser and governed by this Agreement.
Platform Access and Use
2.1 License Grant
Subject to compliance with this Agreement and the payment of applicable fees, Topple grants you a limited, non-exclusive, non-transferable, revocable right to use the Platform for the purpose of purchasing, tracking, and managing digital advertisements.
2.2 Restrictions on Use
You shall not:
- Distribute, sublicense, lease, or sell access to the Platform.
- Reverse engineer, decompile, or attempt to derive source code from the Platform.
- Use the Platform in violation of any applicable laws or regulations.
- Use the Platform to distribute unlawful, harmful, or misleading advertisements.
2.3 Advertising Content and Approval
Topple reserves the right, in its sole discretion, to review, reject, suspend, or remove any advertisement, campaign, or content at any time, with or without notice, for any reason, including but not limited to compliance, legal risk, reputational concerns, or platform integrity.
Advertiser represents and warrants that all advertisements:
(i) comply with all applicable laws and regulations;
(ii) do not contain false, misleading, or deceptive content;
(iii) do not infringe upon any third-party rights, including intellectual property rights; and
(iv) comply with any additional policies or guidelines communicated by Topple.
Topple shall have no liability for the rejection, suspension, or removal of any advertisement.
Topple may pause, limit, or modify campaign delivery at any time for compliance, operational, or risk-related reasons.
Account Management
To use the Platform, you must create an account and provide accurate, complete, and up-to-date information. You are responsible for maintaining the security of your account credentials and for all activities conducted under your account. If you request that Topple perform Account Management actions on your behalf, you agree that you will review the actions immediately upon completion. You accept all changes made by the Account Manager on your behalf and agree to hold Topple harmless in the event of any error. It is your responsibility to ensure that all requested actions have been executed according to your expectations. Any account management or assistance provided by Topple does not transfer responsibility for campaign configuration, monitoring, or spend to Topple.
3.1 Account Authority
The individual controlling or managing the Advertiser’s account shall be deemed to have authority to act on behalf of the Advertiser with respect to all actions taken within the Platform, including but not limited to subscription changes, budget approvals, and acceptance of terms. Advertiser is fully responsible for all actions taken by any individual with access to its account, regardless of internal authorization policies.
Fees and Payments
4.1 Fees
You agree to pay all fees associated with your use of the Platform as specified in your account or other applicable agreements with Topple. Fees are subject to change upon notice at Topple’s discretion.
4.2 No Refunds
All payments made to Topple are non-refundable. You acknowledge and agree that no refunds will be issued for any reason, including but not limited to unused advertising budgets, cancellations, or Platform downtime except where required by applicable law.
4.3 Payment Disputes and Chargebacks
Advertiser agrees not to initiate any chargeback, payment dispute, or reversal except in cases of objectively demonstrable unauthorized access to the Advertiser’s account resulting solely from a security breach of the Platform, and not from compromise of Advertiser’s credentials, systems, personnel, or internal processes, or where required by applicable law.
For the avoidance of doubt, the following shall not constitute unauthorized or fraudulent transactions:
(i) spend incurred through campaigns created, approved, or left active by Advertiser;
(ii) spend resulting from budget settings, pacing, or failure to pause or terminate campaigns;
(iii) actions taken by any employee, contractor, agent, or representative with access to Advertiser’s account;
(iv) misunderstanding of billing mechanics, credit lines, or campaign performance;
(v) dissatisfaction with advertising results or return on investment.
Before initiating any dispute, Advertiser must first contact Topple and provide a reasonable opportunity, not less than ten (10) business days, to investigate and attempt to resolve the issue.
If Advertiser initiates a chargeback or payment dispute in violation of this Agreement, Advertiser shall be responsible for:
(i) the full disputed amount;
(ii) any associated fees, penalties, or fines incurred by Topple; and
(iii) all costs of collection, including attorneys’ fees.
Any chargeback or payment dispute initiated by Advertiser in violation of this Agreement shall constitute a material breach of this Agreement, regardless of the outcome of such dispute.
Topple reserves the right to suspend or terminate access to the Platform and pursue all available remedies.
Any activity conducted through Advertiser’s account using valid credentials or authenticated access shall be deemed authorized and binding on Advertiser.
4.4 Taxes
You are responsible for any applicable taxes, duties, or governmental charges related to your use of the Platform, excluding taxes based on Topple’s income.
4.5 Late Payments
If you fail to pay any fees when due, Topple reserves the right to suspend or terminate your access to the Platform and charge interest on overdue amounts at a rate of 5% per month (or the maximum rate permitted by law).
4.6 Advertising Credit Conversion
All subscription fees convert to advertising credits added to your Account Balance. These credits may only be used for advertising services through the Platform and hold no cash value.
4.7 No SaaS Fees
Topple does not charge typical SaaS fees; every dollar is converted to advertising credits and those credits are applied directly toward advertising services, ensuring full utilization of your committed ad spend.
4.8 Acceleration of Obligations Upon Default
In the event of any failure to pay amounts when due, breach of this Agreement, termination resulting from Advertiser’s non-compliance, or if Topple reasonably determines in its sole discretion that Advertiser is insolvent, unable to meet its financial obligations, or likely to default, all outstanding and future payment obligations under any Ad Spend Plan, subscription, insertion order, or other commitment shall become immediately due and payable in full.
Advertiser acknowledges that such acceleration reflects a reasonable estimate of damages and costs incurred by Topple, including but not limited to reserved inventory, publisher commitments, and operational expenditures. Advertiser agrees that actual damages would be difficult to calculate and that this provision is not a penalty.
Sequential Liability
If an agency, consultant, contractor, or other intermediary (“Agent”) enters into any agreement, subscription, insertion order, or advertising commitment with Topple on behalf of a third party (“Advertiser”), then the following terms apply:
5.1 Joint and Several Responsibility Unless Otherwise Agreed
Agent and Advertiser shall be jointly and severally liable for all amounts due under any such commitment unless Topple has expressly agreed in writing that Sequential Liability applies.
5.2 Sequential Liability (If Agreed in Writing by Topple)
If Sequential Liability is expressly granted by Topple in writing, then:
(a) Agent is liable for payment only to the extent it has received corresponding payment from Advertiser;
(b) If Advertiser fails to pay in full, Topple may immediately seek payment directly from Advertiser; and
(c) Agent agrees to assist Topple in good faith with collection efforts, including by signing declarations or providing documents confirming any unpaid amounts.
5.3 Verification Obligations
Upon request, Agent must promptly provide Topple with written confirmation of its relationship with Advertiser, including:
(i) proof of authority to act on behalf of Advertiser, and
(ii) confirmation of whether Agent has received payment for the Charges in question.
5.4 Misrepresentation or Failure to Disclose
If Agent misrepresents its authority or fails to disclose that it is acting on behalf of an Advertiser, Agent will be deemed the primary obligor and fully responsible for payment.
5.5 Assignment and Successors
Advertiser may not assign, transfer, delegate, or otherwise convey this Agreement, in whole or in part, without the prior written consent of Topple.
Any attempted assignment without such consent shall be void.
Notwithstanding the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, assigns, acquirers, and controlling entities, including in connection with any merger, acquisition, restructuring, or sale of substantially all assets.
In the event of any change of control, acquisition, or transfer of Advertiser’s business, all outstanding obligations under this Agreement shall remain in full force and effect and shall be binding upon the successor entity.
Ad Spend Plans
6.1 No Requirement to Subscribe
Topple does not require users to subscribe to an Ad Spend Plan to utilize the Platform. However, users who choose to enroll in an Ad Spend Plan acknowledge that these plans come with term commitments.
6.2 Ad Spend Plan Commitments
Subscribers to an Ad Spend Plan commit to an annual subscription with a minimum monthly advertising spend as outlined in their selected plan. These subscriptions require a full-year commitment and cannot be canceled or downgraded before the end of the annual term. The details of the available plans, including specific benefits and spending thresholds, are available on Topple’s website and may be updated periodically.
6.3 Partner-Level Commitment
Topple Partners who enroll at the Partner level are committing to a two (2) year term in consideration of the co-marketing benefits, exclusive platform features, and other program enhancements provided by Topple. Partner-level agreements cannot be canceled or downgraded before the end of the term.
6.4 Billing and Renewal
Monthly Billing: Ad Spend Plan fees are billed on a monthly basis, based on the selected plan.
Automatic Renewal: Annual Ad Spend Plans renew automatically at the end of each annual term unless the user provides a written cancellation notice at least 30 days before the renewal date. Failure to provide timely notice will result in automatic renewal for another full year, and the user remains responsible for all associated charges.
6.5 No Refunds on Ad Spend Plans
All payments under Ad Spend Plans are non-refundable. Once an amount is paid, it is converted into advertising credits and cannot be refunded, either in whole or in part. Subscribers may not cancel their Ad Spend Plan early. If a plan is terminated due to non-payment or policy violations, any remaining balance on the subscription must still be paid.
6.6 Ad Spend Plan Upgrades
If you upgrade your Ad Spend Plan, your annual subscription term restarts from the upgrade date, and the new rate will apply immediately. You cannot downgrade your account during the subscription term but may do so for the next term.
6.7 Transfer of Ownership
In the event of a company ownership change, Subscribers may transfer their accounts to a new owner by submitting a completed transfer request to Topple for approval.
6.8 3-Month Trial and Continuation of Service
The three-month trial provides users with full access to the benefits of an annual Ad Spend Plan and must be confirmed by Topple prior to activation. Unless the user opts out, the plan will automatically continue for the remaining nine (9) months of the annual term and renew annually thereafter. To avoid automatic renewal and associated charges, users must provide written notice of cancellation at least twenty-four (24) hours before the scheduled end of their trial period, based on the exact time of original enrollment. Failure to provide timely notice will result in automatic renewal, with applicable fees becoming due. No refunds will be issued after renewal.
Credit Line
7.1 Self-Serve Users
Self-serve users receive a credit line of $100 and are billed at $100 intervals as debt is accrued. On the last day of each month, any balance less than $100 will be processed to ensure the user begins the next month with a zero balance.
7.2 Ad Spend Plan Subscribers
Credit Line Amount: Subscribers to an Ad Spend Plan receive a credit line equal to their monthly subscription amount for advertising services.
Negative Balance Handling: If a negative balance equal to the subscription amount occurs, the associated payment method will be charged to cover the outstanding balance.
Pre-Payment Charge: An hour before the monthly payment is due, the payment method on file may be charged for any negative balance accrued to maintain uninterrupted service.
7.3 Advertiser Responsibility for Spend
Advertiser is solely responsible for monitoring campaign activity, spend levels, and account balances. Topple shall have no obligation to limit spend, pause campaigns, or enforce budget caps unless explicitly agreed in writing. Credit lines, budgets, or account settings do not constitute hard caps unless explicitly stated in writing. Topple shall have no duty to monitor, review, or intervene in campaign activity or spend.
Privacy and Data
Your use of the Platform is subject to Topple’s Privacy Policy, which outlines how we collect, use, and protect your data.
Intellectual Property
Topple retains all rights, title, and interest in the Platform, including all underlying technology, proprietary data, algorithms, advertising methodologies, and intellectual property. Users acknowledge that no ownership or rights are transferred to them through the use of the Platform, and any modifications, feedback, or suggestions provided by users may be utilized by Topple without compensation or obligation. Unauthorized use, reproduction, or distribution of any part of the Platform, including scraping, data mining, or reverse engineering, is strictly prohibited and may result in legal action, account termination, and financial penalties.
9.1 Marketing & Co-Marketing Rights
Advertiser grants Topple a non-exclusive, worldwide, royalty-free license during the term of this Agreement and thereafter in accordance with Section 9.2 (Survival of Marketing Rights) to use Advertiser’s name, trademarks, logos, brand assets, and any materials, statements, content, or interactions provided by or involving Advertiser or its representatives in connection with the Platform, services, or related activities, as well as the name, likeness, voice, and recorded remarks of Advertiser’s employees or representatives, solely for the purposes of:
(i) case studies and performance summaries;
(ii) testimonials and endorsements;
(iii) event promotion and recaps;
(iv) sales, marketing, and investor materials;
(v) presentations, reports, and digital content.
This includes, without limitation, content captured at industry events, conferences, meetings, or other public or semi-public settings in which Advertiser or its representatives participate.
Topple may identify Advertiser as a customer or partner and may describe the relationship, provided that Topple does not materially misrepresent Advertiser’s statements.
Topple shall have no obligation to display content in its original format, context, or entirety, and may excerpt, reformat, or combine such content with other materials, provided that the substance of any statements is not materially altered.
Such license shall survive termination or expiration of this Agreement as set forth in Section 9.2.
9.2 Survival of Marketing Rights
Any materials created, published, or distributed by Topple during the term of this Agreement may continue to be used, displayed, reproduced, distributed, and maintained in perpetuity in archival, editorial, and historical contexts.
Advertiser acknowledges that such materials may constitute historical and editorial records and agrees that Topple shall have the ongoing right to maintain such materials in archives, blog posts, and previously published content.
Topple shall have no obligation to update, modify, or remove previously published materials to reflect changes in Advertiser’s business, branding, or relationship status.
9.3 No Retroactive Revocation
Advertiser may request, but not require, removal of prospective uses of its trademarks or materials upon written notice. Such request shall not apply retroactively to materials already published, distributed, or incorporated into Topple’s marketing, editorial, or archival content. Advertiser expressly waives any claims arising from Topple’s continued use of such previously published materials.
9.4 Likeness and Permissions
Advertiser represents and warrants that it has obtained all necessary rights, permissions, and consents from its employees, contractors, and representatives to allow Topple to use their name, likeness, voice, and statements including for commercial, promotional, editorial, and marketing purposes as described in this Agreement.
Advertiser agrees to indemnify and hold harmless Topple from any claims arising from a failure to obtain such permissions.
Topple shall have no obligation to remove or control content published by third parties, including but not limited to publishers, event organizers, or social platforms.
Liability and Disclaimers
10.1 No Warranties
The Platform is provided “as is” and “as available” without any express or implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, title, non-infringement, security, reliability, or uninterrupted service.
Topple does not warrant that the Platform will operate without error, be secure, or function without interruption, and Topple expressly disclaims liability for any disruptions, failures, or errors. Topple shall not be liable for any spend incurred as a result of system errors, delays, or unintended campaign behavior, including but not limited to over-delivery, pacing anomalies, delayed reporting, or unintended campaign continuation.
10.2 Limitation of Liability
To the maximum extent permitted by law, Topple shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to lost profits, lost data, loss of goodwill, business interruptions, or system failures, even if Topple has been advised of the possibility of such damages.
Total Liability Cap: Under no circumstances shall Topple’s total cumulative liability arising from or related to this Agreement exceed the total amount you have paid to Topple in the twelve (12) months preceding the claim.
No Responsibility for Third-Party Actions: Topple is not responsible for any actions, omissions, or failures of third-party service providers, publishers, ad networks, or any other external platforms that may affect the performance of your advertising campaigns.
Force Majeure: Topple shall not be liable for any failure or delay caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, cyberattacks, labor disputes, government actions, or failures in telecommunications or internet infrastructure.
10.3 Assumption of Risk
By using the Platform, you acknowledge that advertising performance is inherently unpredictable, and Topple does not guarantee any specific results, returns, or conversions from your advertising spend.
You assume all risks associated with digital advertising, including but not limited to ad fraud, bot traffic, placement issues, and discrepancies between reporting systems.
10.4 Indemnification
You agree to defend, indemnify, and hold harmless Topple, its officers, directors, employees, and affiliates from and against any claims, damages, liabilities, losses, or expenses (including attorneys’ fees) arising out of or related to:
- Your use or misuse of the Platform;
- Any advertisements you submit or publish;
- Any violation of this Agreement or applicable laws;
- Any claims relating to the use of Advertiser’s trademarks, content, or likeness as permitted under this Agreement;
- Any third-party claim arising from your content, ads, or business activities.
This limitation of liability is fundamental to the agreement between you and Topple, and your use of the Platform is expressly conditioned on your acceptance of these terms.
In any action, arbitration, or proceeding arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses, including those incurred in collection efforts, enforcement of judgments, and appeals. Topple shall be entitled to recover attorneys’ fees and costs incurred in any collection effort regardless of whether litigation or arbitration is initiated.
10.5 Platform Data as Evidence
Advertiser acknowledges and agrees that Topple’s platform data, logs, reporting systems, and records shall constitute the authoritative and controlling evidence of campaign delivery, impressions, clicks, spend, conversions, and all billing-related metrics.
Discrepancies between Topple’s reporting and third-party analytics systems (including but not limited to Google Analytics, Shopify, or other attribution platforms) are expected due to differences in methodology, attribution models, tracking limitations, and user behavior.
Advertiser agrees that such discrepancies do not constitute a breach of this Agreement and shall not be grounds for withholding payment, initiating disputes, or seeking refunds. Advertiser waives any right to challenge such authoritative and controlling evidence in the absence of manifest error.
10.6 No Service Level Commitments
Topple does not provide any service level agreements (SLAs), uptime guarantees, delivery guarantees, or performance commitments.
Topple does not guarantee any minimum number of impressions, clicks, conversions, audience reach, or campaign pacing, including delays in reporting, attribution, or data processing.
All advertising delivery is subject to market conditions, inventory availability, bidding dynamics, and system constraints.
Termination
11.1 Survival of Payment Obligations
Termination of this Agreement, whether initiated by Topple or the user, does not relieve the user of any outstanding payment obligations. All accrued fees, including amounts owed under Ad Spend Plans, account balances, and credit lines, remain immediately due and payable.
Topple reserves the right to pursue collection of any unpaid amounts through all available means, including legal action, assignment to third-party collection agencies, and reporting delinquencies to credit reporting agencies where permitted by law.
11.2 Termination by Topple
Topple reserves the right to suspend or terminate your access to the Platform at any time, with or without cause, including but not limited to:
- Failure to comply with the terms of this Agreement;
- Non-payment of fees or failure to maintain an active account in good standing;
- Engaging in fraudulent, abusive, or illegal activity;
- Violations of applicable laws or regulations;
- Any conduct that Topple deems harmful to its business, reputation, or other users of the Platform.
11.3 Effect of Termination
Upon termination, you will immediately lose access to the Platform, and any remaining advertising credits in your account will be forfeited.
You will remain liable for all outstanding fees and obligations incurred prior to termination.
Topple shall not be liable for any loss of data, advertising performance, or other consequences resulting from termination.
11.4 No Obligation to Retain Data
Topple is not obligated to retain or provide any account data after termination. It is your responsibility to back up any necessary data before your access to the Platform is terminated.
Governing Law
12.1 Venue and Jurisdiction (Subject to Arbitration)
This Agreement shall be governed by the laws of the State of Colorado.
Except as provided in Section 12.6 (Binding Arbitration), any actions permitted to be brought in court shall be subject to the exclusive jurisdiction of the state and federal courts located in Colorado.
12.2 Waiver of Class Actions
You agree that any disputes shall be resolved individually and not as part of a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration.
12.3 No Jury Trial
You waive any right to a jury trial in any legal proceeding arising out of or related to this Agreement.
12.4 Statute of Limitations
Any claim or dispute you may have against Topple must be filed within one (1) year after the cause of action arises. Failure to do so will result in a permanent bar on such claims.
12.5 Equitable Relief
Advertiser acknowledges that any breach of this Agreement may cause irreparable harm to Topple for which monetary damages would be inadequate. Accordingly, Topple shall be entitled to seek injunctive or equitable relief, in addition to any other remedies available at law or in equity, without the requirement to post bond.
12.6 Binding Arbitration
Any dispute, claim, or controversy arising out of or relating to this Agreement, the Platform, or the services provided by Topple shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules.
The arbitration shall be conducted in Colorado, unless otherwise agreed by the parties, and shall be conducted by a single arbitrator experienced in commercial contracts and digital advertising matters.
The arbitrator shall have the authority to award all remedies available at law or in equity, except that the arbitrator shall not have authority to conduct class, consolidated, or representative proceedings.
Notwithstanding the foregoing, Topple may seek injunctive relief, equitable relief, or pursue collection of unpaid amounts in any court of competent jurisdiction without first submitting such claims to arbitration.
Judgment on the arbitration award may be entered in any court having jurisdiction.
Modifications to Terms
13.1 Right to Modify
Topple may modify this Agreement from time to time.
13.2 Prospective Application
Any modifications shall apply prospectively and shall not affect existing financial commitments, subscription terms, or accrued obligations without Advertiser’s consent.
13.3 Continued Use as Acceptance
Continued use of the Platform, including maintaining active campaigns or outstanding balance, after the effective date of updated terms constitutes acceptance of the revised Agreement.
13.4 Material Changes
Topple may, but is not obligated to, provide notice of material changes. Advertiser is responsible for reviewing the Agreement periodically.
Contact Information
14.1 General Inquiries
For general inquiries, support requests, or questions about this Agreement, you may contact Topple by logging into your account and using the contact form to contact Topple. However, contacting Topple does not create any obligation for Topple to respond, and Topple is not liable for any failure to reply to user inquiries.
14.2 No Modification Requests
Users may not request modifications, amendments, or exceptions to these Terms of Use through customer support or any other communication channel. The terms of this Agreement apply uniformly to all users and cannot be altered on an individual basis.
14.3 No Legal Notices or Claims
Topple does not accept legal notices, complaints, subpoenas, or other formal legal claims via customer support, email, or general inquiries. All legal correspondence must be sent to Topple’s designated legal address, as specified in applicable laws or regulations. Any legal notice sent improperly will not be considered received by Topple.
14.4 No Warranty on Responses
Topple does not guarantee responses to inquiries, and any guidance provided by support representatives does not constitute a modification or waiver of any terms under this Agreement. For any questions, please login to your account and submit a support request.
Entire Agreement
This Agreement constitutes the entire agreement between Topple and Advertiser with respect to the subject matter herein and supersedes all prior or contemporaneous agreements, communications, representations, or understandings, whether written or oral.
15.1 No Reliance
Advertiser acknowledges that it has not relied on any statements, representations, projections, or guarantees made by Topple or its representatives regarding advertising performance, expected results, return on ad spend, or any other outcomes including any statements made during sales discussions, onboarding, or account management communications.
All decisions to use the Platform and purchase advertising services are made solely at Advertiser’s own discretion and risk.
Any examples, case studies, or performance metrics provided by Topple are illustrative only and do not constitute guarantees of future performance.