Effective from Dec 7, 2021 

1. Introduction

1.1. Contract

When you use our Services you agree to all of these terms. Your use of our Services is also subject to our Cookie Policy and our Privacy Policy which covers how we collect, use, share, and store your information.

You agree that by clicking “Join Now”, “Join TDA”, “Sign Up” or similar, registering, accessing or using our services (described below), you are agreeing to enter into a legally binding contract with TDA (even if you are using our Services on behalf of an organization or company). If you do not agree to this contract (“Contract” or “User Agreement”), do not click “Join Now” (or similar) and do not access or otherwise use any of our Services. If you wish to terminate this contract, at any time you can do so by closing your account and no longer accessing or using our Services.

IF YOU AGREE TO THIS USER AGREEMENT ON BEHALF OF AN  ENTITY (e.g. company, agency, organization…) YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY. YOU AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY TO THIS USER AGREEMENT.

Services

This Contract applies to https://staging.topdigital.agency, TDA-related sites, communications and other services that state that they are offered under this Contract (“Services”), including the offsite collection of data for those Services, such as our ads and plugins. Registered users of our Services are “Members” and unregistered users are “Visitors”. This Contract applies to both Members and Visitors. Users of our Premium Membership Services (the “Premium Membership Services”) also agree to abide by our Premium Membership Terms and Conditions.

TDA

You are entering into this Contract with Top Digital Agency Limited, a company incorporated under the laws of Ireland with company number 642562 and whose registered office is at Ground Floor, 71 Lower Baggot Street, Dublin, D02 P593 and its subsidiary Top digital d.o.o., Vladimira Nazora 23, Zabok, Croatia (TDA Croatia), collectively referred hereto as “TDA” “we” or “us”.

This Contract applies to Members and Visitors.

“Members” refers to Digital Service Providers and Clients that have provided data to TDA in order to use the Services. Authorized Members are the employees of Member Digital Service Providers or Clients that are authorized by the relevant authority within such Member to use the site on behalf of that Member.

“Visitors” refers to all users of the platform that are not members.

“You” refers to all Members and Visitors. In order to use this site, you must be an Eligible User as discussed in paragraph 2.1 of this User Agreement.

As a Visitor or Member of the TDA Services, the collection, use and sharing of your personal data is subject to this Privacy Policy (which includes our Cookie Policy and other documents referenced in our Privacy Policy) and updates.

There are a number of different Membership packages on Top Digital Agency. In general, you can register for (i) a client account (“Client Account”) in order to search for a Digital Service Provider or to create a project on TDA platform or (ii) a Digital Service Provider account (“Digital Service Provider Account”) in order to showcase the work that you do and pitch for business. There are multiple levels of account within Client Accounts and Digital Service Provider Accounts. 

Purpose of TDA

TDA is a marketplace where Clients and Digital Service Providers can identify each other and advertise and sell services online. Subject to this User Agreement TDA offers the TDA Services to you. TDA makes the site and Services available to enable Digital Service Providers and Clients to find each other. On the TDA site Digital Service Providers can create Service Packages, each with a set cost, timeline, and package of deliverables. Clients who need work completed, can post a project on our platform. Through the Site and Site Services, Digital Service Providers may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Digital Service Providers that may offer the services they seek. Digital Service Providers registered on our platform can then pitch for the projects if they meet the minimum requirements to do so.

TDA does not select projects for Digital Service Providers or, select Digital Service Providers for Clients. You are responsible for evaluating and determining the suitability of any project, client, digital service provider, information or connection made on TDA.

Service Contract

If you decide to enter into a Service Contract or any type of  agreement that you find appropriate with another Member or User of TDA, TDA is not a party to that agreement.  You may not, by the agreement with another Member or of TDA, alter the rights or responsibilities of this User Agreement, or agree to any terms that would violate any of the terms of this User Agreement.

You acknowledge and agree that Users have discretion whether to contract with each other and will negotiate and determine the specific terms of their Service Contracts with each other. 

1.2 Members and Visitors

When you register and join the TDA Services or become a registered user, you become a Member. If you have chosen not to register for our Services, you may access certain features as a “Visitor.” 

1.3 Change

We may make changes to this Contract.

We may modify this Contract, our Privacy Policy and our Cookie Policy from time to time. If we make material changes to it, we will provide you notice through our Services, or by other means, to provide you the opportunity to review the changes before they become effective. We agree that changes cannot be retroactive. If you object to any changes, you may close your account. Your continued use of our Services after we publish or send a notice about our changes to these terms means that you are consenting to the updated terms.

2. Obligations

2.1 Service Eligibility

When you create an Account on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the User Agreement, on behalf of that company. 

You warrant that you are eligible to represent a company (e.g. professional organization or digital service provider) with at least 2 members and are at least our “Minimum Age”.

To use the Services, you agree that: (1) you must be the “Minimum Age” (described below) or older; (2) you will only have one TDA account; (3) you are not already restricted by TDA from using the Services and (4) that you are a registered legal organization or digital agency with at least 2 members (together, an “Eligible User”). Creating an account with false information is a violation of our terms, including accounts registered on behalf of others or persons under the age of 18.

“Minimum Age” means 18 years old. However, if the law requires that you must be older in order for TDA to lawfully provide the Services to you without parental consent (including using of your personal data) then the Minimum Age is such an older age.

The TDA Services may not be used by freelancers or individuals that are not Eligible Users.

2.2 Your Account

You will keep your password a secret. You will not share an account with anyone else outside of an Authorized Member of the company affiliated with the account and will follow our rules and the law.

Members are account holders. You agree to (1) try to choose a strong and secure password; (2) keep your password secure and confidential; (3) not transfer any part of your account (e.g. connections) and (4) follow the law and our list of Dos and Don’ts and Professional Community Policies. You are responsible for anything that happens through your account unless you close it or report misuse.

2.3 Payment

You’ll honor your payment obligations and you are okay with us storing your payment information. You understand that there may be fees and taxes that are added to our prices. We don’t guarantee refunds. 

Payment Method

If you enter into a business relationship with another Member of the Site, you agree that the budget for the services provided regarding the project published on TDA’s platform shall be managed by TDA according to the Payment Schedule agreed between you and the other Member of the Site you entered a business relationship with. 

Payment Schedule

You and the Member of the Site you entered a business relationship with will agree on the scope of work, payment schedule and milestones, if any,  depending on the type of service being provided. TDA shall disburse the funds to the selected Digital Service Provider as set forth in the payment schedule.

Premium Membership Services

If you buy any of our Premium Membership Services, you agree to pay us the applicable fees and taxes and to additional terms specific to the Premium Membership Services. Failure to pay these fees will result in the termination of your Premium Membership.

Also, you agree that:

• We may store and continue billing your payment method (e.g. credit card) even after it has expired, to avoid interruptions in your Services and to use to pay other Services you may buy.
• If you purchase a subscription, your payment method automatically will be charged at the start of each subscription period for the fees and taxes applicable to that period. To avoid future charges, cancel before the renewal date by Contacting Us.
• We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase.

2.4 Notices and Messages

You’re okay with us providing notices and messages to you through our websites and contact information. If your contact information is out of date, you may miss out on important notices.

You agree that we will provide notices and messages to you in the following ways (1) within the Service, or (2) sent to the contact information you provided us (e.g. email, mobile number, physical address). You agree to keep your contact information up to date.

Please review your settings to limit the messages you receive from us. 

2.5 Sharing

When you share information on our Services, others can see, copy and use that information.

Our Services allow sharing of information in many ways, such as (1) your profile, links to news articles, case studies and blog and (2) service requests for organizations seeking services. Information and content that you share or post may be seen by other Members, Visitors or others (including off of the Services). Where we have made settings available, we will honor the choices you make about who can see content or information.

We are not obligated to publish any information or content on our Service and can remove it in our sole discretion, with or without notice.

3. Rights and Limits

3.1. Your License to TDA

You own all of the content, feedback, and personal information you provide to us, but you also grant us a non-exclusive license to it. We’ll honor the choices you make about who gets to see your information and content, including how it can be used for ads.

As between you and TDA, you own the content and information that you submit or post to the Services, and you are only granting TDA and our affiliates the following non-exclusive license:

A worldwide, transferable and sublicensable right to use, copy, modify, distribute, publish, and process, information and content that you provide through our Services and the services of others, without any further consent, notice and/or compensation to you or others. These rights are limited in the following ways:

1. You can end this license for specific content by deleting such content from the Services, or generally by closing your account, except (i) to the extent you shared it with others as part of the Service and they copied, re-shared it or stored it and (ii) for the reasonable time it takes to remove from backup and other systems.
2. We will not include your content in advertisements for the products and services of third parties to others without your separate consent (including sponsored content). However, we have the right, without payment to you or others, to serve ads near your content and information, and your actions may be visible and included with ads, as noted in the Privacy Policy.
3. We will get your consent if we want to give others the right to publish your content beyond the Services. However, if you post content we will enable a feature that allows other Members to view that content, and we enable search engines to make that public content findable through their services.
4. While we may edit and make format changes to your content (such as translating it, modifying the size, layout or file type or removing metadata), we will not materially modify the meaning of your expression. 

You and TDA agree that if the content includes personal data, it is subject to our Privacy Policy.

You and TDA agree that we may access, store, process and use any information and personal data that you provide in accordance with the terms of the Privacy Policy and your choices.

By submitting suggestions or other feedback regarding our Services to TDA, you agree that TDA can use and share (but does not have to) such feedback for any purpose without compensation to you.

You promise to only provide information and content that you have the right to share, and that your TDA profile will be truthful.

You agree to only provide content or information that does not violate the law nor anyone’s rights (including intellectual property rights). You also agree that your profile information and other use of the Services will be truthful. TDA may be required by law to remove certain information or content in certain countries.

3.2 Service Availability

We may change, suspend or end any Service, or change and modify prices prospectively at our discretion. To the extent allowed under law, these changes may be effective upon notice provided to you.

We may change or discontinue any of our Services. We don’t promise to store or keep showing any information and content that you’ve posted.

TDA is not a storage service. You agree that we have no obligation to store, maintain or provide you a copy of any content or information that you or others provide, except to the extent required by applicable law and as noted in our Privacy Policy.

3.3 Other Content, Sites and Apps

Your use of others’ content and information posted on our Services, is at your own risk. Others may offer their own products and services through our Services, and we aren’t responsible for those third-party activities.

By using the Services, you may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. You agree that we are not responsible for others’ (including other Members’) content or information. We cannot always prevent this misuse of our Services, and you agree that we are not responsible for any such misuse. You also acknowledge the risk that you or your organization may be mistakenly associated with content about others when we let connections and followers know you or your organization were mentioned in the news.

You are responsible for deciding if you want to access or use third-party apps or sites that link from our Services. If you allow a third-party app or site to authenticate you or connect with your TDA account, that app or site can access information on TDA related to you and your connections. Third-party apps and sites have their own legal terms and privacy policies, and you may be giving others permission to use your information in ways we would not. Except to the limited extent it may be required by applicable law, TDA is not responsible for these other sites and apps – use these at your own risk. Please see our Privacy Policy.

3.4 Limits

We have the right to limit how you use our Services.

TDA reserves the right to limit your use of the Services and your ability to post content. TDA reserves the right to restrict, suspend, or terminate your account if TDA believes that you may be in breach of this Contract or law or are misusing the Services (e.g. violating any of the Dos and Don’ts or Professional Community Policies). 

3.5 Intellectual Property Rights

We’re providing you with notice about our intellectual property rights.

TDA owns all of the intellectual property rights to the Services, including but not limited to: all features, graphics, design, code, compilation of User Content, Website, and all other components of the Services. Using the Services does not give you any ownership in our Services or the content or information made available through our Services. You agree not to take any action(s) inconsistent with such ownership interests. Trademarks and logos used in connection with the Services are the trademarks of their respective owners. TDA and other TDA trademarks, service marks, graphics, and logos used for our Services are trademarks or registered trademarks of TDA. 

TDA respects the intellectual property rights of others and expects users of the Services to do the same. 

We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that User Content has been copied in a way that constitutes copyright infringement, please let us know by using this contact form.

We reserve the right to remove User Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. We also reserve the right to terminate a user’s account if the user is determined to be a repeat infringer.

3.6 Automated Processing

We use data and information about you to make relevant suggestions to you and others.

We will use the information and data that you provide and that we have about Members to improve content and features that may be useful to you. For example, we use verified client reviews to enable digital service providers to demonstrate areas in which they have expertise. Keeping your profile accurate and up-to-date helps us to make these recommendations more accurate and relevant.

4. Disclaimer and Limit of Liability

4.1 No Warranty

This is our disclaimer of legal liability for the quality, safety, or reliability of our Services.

Content provided on TDA sites or as part of the Services is not advice from TDA and should not be treated as such. Your use of material on staging.topdigital.agency and related TDA sites is entirely at your own risk.

TO THE EXTENT ALLOWED UNDER LAW, TDA AND ITS AFFILIATES (AND THOSE THAT TDA WORKS WITH TO PROVIDE THE SERVICES) (A) DISCLAIM ALL IMPLIED WARRANTIES AND REPRESENTATIONS (E.G. WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, AND NONINFRINGEMENT); (B) DO NOT GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS, AND (C) PROVIDE THE SERVICE (INCLUDING CONTENT AND INFORMATION) ON AN “AS IS” AND “AS AVAILABLE” BASIS.

SOME LAWS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OR ALL OF THESE DISCLAIMERS MAY NOT APPLY TO YOU.

4.2 Limitation of Liability

These are the limits of legal liability we may have to you.

TDA and its Affiliates or their licensors, Service Providers, Employees, Agents, Officers and Directors is not liable for damages of any kind, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the TDA Services including, but not limited to:

• Your use or your inability to use TDA or the TDA Services;
• Delays or interruptions in our site or the TDA Services
• Viruses or other malicious software obtained by accessing, or linking to, our site of the TDA Services;
• The content, actions, or inactions of Members or third parties on TDA; or
• Your reliance on the quality, accuracy, or reliability of postings, profiles, reviews, articles, service requests, metrics or any other content made available through TDA.

TO THE EXTENT PERMITTED UNDER LAW (AND UNLESS TDA HAS ENTERED INTO A SEPARATE WRITTEN AGREEMENT THAT OVERRIDES THIS CONTRACT), TDA AND ITS AFFILIATES (AND THOSE THAT TDA WORKS WITH TO PROVIDE THE SERVICES) SHALL NOT BE LIABLE TO YOU OR OTHERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFITS OR REVENUES, RELATED TO THE SERVICES (E.G. OFFENSIVE OR DEFAMATORY STATEMENTS, DOWN TIME OR LOSS, USE OF, OR CHANGES TO, YOUR INFORMATION OR CONTENT OR RELATED ACTIONS).

IN NO EVENT SHALL THE LIABILITY OF TDA AND ITS AFFILIATES (AND THOSE THAT TDA WORKS WITH TO PROVIDE THE SERVICES) EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, AN AMOUNT THAT IS THE LESSER OF (A) THE MOST RECENT YEARLY FEE THAT YOU PAID FOR A PREMIUM MEMBERSHIP SERVICE, IF ANY, OR (B) $1000.

THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND TDA AND SHALL APPLY TO ALL CLAIMS OF LIABILITY (E.G. WARRANTY, TORT, NEGLIGENCE, CONTRACT, LAW) AND EVEN IF TDA OR ITS AFFILIATES HAS BEEN TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE.

SOME LAWS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SO THESE LIMITS MAY NOT APPLY TO YOU.

4.3. Release

In addition to the recognition that TDA is not a party to any contract between Members, you hereby release TDA, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another Member, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of work provided by any Member.

5. Termination

We can each end this Contract anytime we want.

Both you and TDA may terminate this Contract at any time with notice to the other. On termination, you lose the right to access or use the Services. The following shall survive termination:

• Our rights to use and disclose your feedback;
• Members and/or Visitors’ rights to further re-share content and information you shared through the Service to the extent copied or re-shared prior to termination;
• Sections 4, 6, 7, and 8.2 of this Contract;
• Any amounts owed by either party prior to termination remain owed after termination.

You can contact us with any questions or to close your account.

6. Governing Law and Dispute Resolution

In the unlikely event we end up in a legal dispute, TDA and you agree to resolve it in Irish courts using Irish law.

You and TDA agree that the laws of Ireland shall exclusively govern any dispute relating to this Contract and/or the Services. 

Dispute resolution between You and TDA and our Affiliates

Before serving a Claim, you and TDA agree to first notify each other of the Claim. You agree to notify TDA of the Claim at email to connect@todigital.agency, and TDA agrees to provide to you a notice at the email address you provided while registering on the Site (in each case, a “Notice”). 

You and TDA then will seek informal voluntary resolution of the Claim. Any Notice must include your account information, a brief description of the Claim, and contact information, so that you or TDA, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and TDA will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.

In the event we are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, TDA, and our Affiliates agree to the exclusive jurisdiction of the Courts of Ireland to settle any dispute which may arise out of or in connection with this Agreement or the Services.

Dispute resolution between you and another Member

In the event of a dispute arising between you and another Member of the Services, you agree to put in reasonable effort to resolve all disputes amicably. 

TDA may provide assistance to the parties included by providing information about the projects, giving insight into the messages parties have exchanged through the TDA platform or documentation relating to the subject matter of the dispute if possible.

You agree to inform TDA of any disputes between you and another Member of the Services as soon as they arise. The moment TDA is informed of any disputes between the Members all monies allocated to TDA’s account will be placed in suspense until the dispute is resolved, but no longer than 30 days.  Once TDA is informed that the dispute has been resolved TDA will ask all affected Members to provide written advice of the outcome. TDA will continue the disbursement of the monies according to the written advice.

In case members are unable to resolve the dispute within 30 days of first informing TDA of the dispute, further proceedings of handling the dispute shall be followed as agreed in the Service contract or similar agreement between the parties. All monies allocated to TDA’s account for the services of Digital Services Provider will be returned to the Client less the amount of TDA’s commission fee and transfer fees. TDA is not a party to any contract between Members, and you agree to release TDA from any claims, demands and damages as detailed described in section 4.3. Of this User agreement.

7. General Terms

Here are some important details about the Contract.

If a court with authority over this Contract finds any part of it unenforceable, you and we agree that the court should modify the terms to make that part enforceable while still achieving its intent. If the court cannot do that, you and we agree to ask the court to remove that unenforceable part and still enforce the rest of this Contract.

To the extent allowed by law, the English language version of this Contract is binding and other translations are for convenience only. This Contract (including additional terms that may be provided by us when you engage with a feature of the Services) is the only agreement between us regarding the Services and supersedes all prior agreements for the Services.

If we don’t act to enforce a breach of this Contract, that does not mean that TDA has waived its right to enforce this Contract. You may not assign or transfer this Contract (or your membership or use of Services) to anyone without our consent. However, you agree that TDA may assign this Contract to its affiliates or a party that buys it without your consent. There are no third-party beneficiaries to this Contract.

You agree that the only way to provide us legal notice is at the addresses provided in Section 9.

8. TDA “Dos and Don’ts”

8.1. Dos

TDA is a platform for professional organizations. This list of “Dos and Don’ts” limit what you can and cannot do on our Services.

You agree that you will:

1. Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements;
2. Provide accurate information to us and keep it updated;
3. Use your real organization name on your profile; and
4. Use the Services in a professional manner.

8.2. Don’ts

You agree that you will not:

1. Create a false identity on TDA, misrepresent your identity, create a Member profile for anyone other than yourself (a real person), or use or attempt to use another’s account;
2. Develop, support or use software, devices, scripts, robots, or any other means or processes (including crawlers, browser plugins and add-ons, or any other technology) to scrape the Services or otherwise copy profiles and other data from the Services;
3. Override any security feature or bypass or circumvent any access controls or use limits of the Service;
4. Copy, use, disclose or distribute any information obtained from the Services, whether directly or through third parties (such as search engines), without the consent of TDA;
5. Disclose information that you do not have the consent to disclose (such as confidential information of others including Authorized Users of your organization or digital agency);
6. Violate the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets, or other proprietary rights. For example, do not copy or distribute (except through the available sharing functionality) the posts, published projects or other content of others without their permission;
7. Violate the intellectual property or other rights of TDA, including, without limitation, (i) copying or distributing our technology, unless it is released under open source licenses; (ii) using the word “TDA” or our logos in any business name, email, or URL
8. Post anything that contains software viruses, worms, or any other harmful code;
9. Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services or any related technology that is not open source;
10. Imply or state that you are affiliated with or endorsed by TDA without our express consent;
11. Rent, lease, loan, trade, sell/re-sell or otherwise monetize the Services or related data or access to the same, without TDA’s consent;
12. Deep-link to our Services for any purpose other than to promote your profile or a Group on our Services, without TDA’s consent;
13. Use bots or other automated methods to access the Services, add or download contacts, send or redirect messages;
14. Monitor the Services’ availability, performance or functionality for any competitive purpose;
15. Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Services;
16. Overlay or otherwise modify the Services or their appearance (such as by inserting elements into the Services or removing, covering, or obscuring an advertisement included on the Services);
17. Interfere with the operation of, or place an unreasonable load on, the Services (e.g., spam, denial of service attack, viruses, gaming algorithms); and/or
18. Violate any additional terms concerning a specific Service that are provided when you sign up for or start using such Service.

09. How To Contact Us

Our Contact information.

If you want to send us notices or service of process, please send us an email at connect@topdigital.agency or fill out our contact form and we will be in touch shortly.