Effective from Dec 7, 2021

1. Agreement

1.1. In addition to the User Agreement, Cookie Policy and Privacy Policy, these Premium Membership Terms and Conditions apply to the access and use of the Premium Membership Services. Additional terms may apply to specific premium features of the Premium Membership Services, and such terms will be presented when you engage with such premium features. To the extent of any conflict between different agreements that you have with TDA, these Premium Membership Terms and Conditions and any feature-specific terms govern with respect to the use of the Premium Membership Services.

1.2. If you are accessing or using the Premium Membership Services on behalf of a business or third party, you represent and warrant that you have the authority to do so and to bind that business or third party to these Premium Membership Terms and Conditions, and your agreement to these Premium Membership Terms and Conditions will be treated as their respective agreement. In this event, TDA may hold you responsible for violations of this agreement by that business or third party, and “you,” “your” and “party” will also refer and apply to that business or third party. 

2. Premium Membership Services

2.1. The Premium Membership Services are designed to help you make business connections and otherwise promote your business. You are responsible for (i) all postings and content submitted by or on your behalf through the Premium Membership Services or otherwise to TDA, including but not limited to service requests, case studies, client reviews, articles, creatives, trademarks, images, URLs and pixels that comprise the postings or content therefor (collectively, your “Postings”); and (ii) all content and property to which Postings may direct viewers, as well as redirects (“Destinations”).

There are a number of different Premium Membership packages on Top Digital Agency. In general, you can register for (i) a client account (“Client Account”) in order to search agencies or leave a request for services or (ii) an Digital Service provider account (“Agency Account”) in order to showcase the work that you do and pitch for business. 

2.2. When you purchase a Premium Membership, you are allocated TDA Coins according to the package that you have purchased. Bronze Members are allocated 2.000 TDA Coins, Silver Members are allocated 6.000 TDA Coins and Gold Members are allocated  12.000 TDA Coins. TDA Coins enable you to use different features of our Premium Membership Services according to your preferences such as promotions, editorial support or dedicated account manager, etc. For more information about TDA Coins and our Premium Membership packages, see Service Provider Pricing.

2.3. You are responsible for any activity conducted through your account, including any purchases made or charges incurred. You agree that TDA may share information about your purchases and use of the Premium Membership Services. You may not resell or transfer access to the Premium Membership Services to any other party.

2.4. All TDA Coins purchased through Premium Membership packages will expire by the end of the Membership period. It is your responsibility to use TDA Coins as you see fit and within the membership period. We will not reimburse you for any TDA Coins that are not used within the membership period. 

2.5. Without limiting the prohibitions in the User Agreement or any other applicable agreement, you agree that you will not, and you will not enable or authorize any third party, by virtue of the Postings, Destinations, or use of the Premium Membership Services, to:

2.5.1. Create Postings that intentionally misrepresent the work or expertise that you require or that you have carried out.

2.5.2. Engage in illegal or fraudulent conduct.

2.5.3. Use any automated means or form of scraping or data extraction to access, modify, download, query or otherwise collect information from TDA.

2.5.4. Except as expressly authorized by TDA in writing, copy, modify or create derivative works of the Premium Membership Services or any related technology.

2.5.5. Create Postings that contain malware, spyware or any other malicious code or otherwise interfere with the operation of the Premium Membership Services or any device or system or breach or circumvent any security measure of TDA or a third party.

2.6. TDA may, in its sole discretion, modify, or terminate any part or all of the Premium Membership Services or suspend your ability to use the Premium Membership Services. TDA may reject or remove any Posting at any time for any reason, regardless of whether or not such Posting was previously accepted or served.

2.7. Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any Member from engaging in any other business activities or providing any services through any other channels they choose. Members are free at all times to engage in such other business activities and services and are encouraged to do so.

3. Payment

3.1. TDA Premium Membership Services are sold in monthly or one-year packages and are non-refundable. You may be offered more than one billing option when you purchase one-year Premium Membership Services packages. You agree to pay on the basis and at the rate selected when your purchase of Premium Membership Services was submitted through your account (“Rate”). If you choose yearly membership TDA will charge your payment method at the applicable Rate on a yearly basis unless you cancel your Premium Membership. In case you choose monthly membership TDA will charge your payment method at the applicable Rate on a monthly basis unless you cancel your Premium Membership.

Please Contact Us if you want to cancel your Premium Membership. If your initial Rate contained a discount on normal pricing, this discount will not continue to apply in future billing cycles. All amounts paid are non-refundable.

3.2. TDA is not responsible for click fraud, technological issues or other potentially invalid activity by third parties that may affect your Premium Membership. If you suspect some unauthorized activity has occurred in relation to your account, please Contact Us.

3.3. Unless you change or remove your payment method, TDA may store and update (e.g., upon expiration) your payment method for use with subsequent campaigns, orders and purchases submitted through your account.

4. Intellectual Property Rights and Privacy

4.1. You grant to TDA a non-exclusive, worldwide, royalty-free, sublicensable and transferable license to use, copy, modify, distribute and publish your Postings in connection with the performance of the Premium Membership Services (including for marketing and promotional purposes). You represent and warrant that you own or have all necessary rights (including intellectual property rights) to your Postings (including to grant the license above).

4.2. If you choose to provide suggestions or feedback to TDA about Premium Membership Services, you agree that TDA can (but does not have to) use and share such feedback for any purpose without compensation to you. TDA reserves all of its intellectual property rights in the Premium Membership Services as further described in the User Agreement.

4.3. Each party will comply with applicable laws, self-regulatory rules, industry rules and governmental requirements (collectively, “Applicable Law”) relating to its performance of these terms, including privacy and security laws (e.g., the EU Data Protection Directive 95/46/EC and EU Directive 2002/58/EC, each as amended and implemented in various EU countries). Without limiting the generality of the foregoing, each party will prominently post a complete and accurate privacy policy on its websites and in its mobile applications.

5. Disclaimer of Warranties

5.1. To the extent allowed under law, in addition to disclaiming all implied warranties and other warranties as provided in the User Agreement, TDA and its affiliates disclaim all warranties regarding the Premium Membership Services, including but not limited to any warranty (a) about the accuracy of any Postings or content on the TDA site (including but not limited to Agency profiles, case studies, client references, and other content); (b) concerning the results of your Postings and other uses of the Premium Membership Services; (c) that the Premium Membership Services will be uninterrupted or error-free; or (d) that the Premium Membership will generate business or connections for you or (e) that any connections or relationships developed as a result of your use of TDA will generate business, be profitable or successful.

6. Indemnity

6.1. Notwithstanding any review or approval of any Posting by TDA, you agree to indemnify TDA and its affiliates (as defined in the User Agreement), and hold TDA and its affiliates harmless from any damages, losses and costs (including, but not limited to, reasonable attorneys’ fees) related to third party claims or proceedings, arising out of or related to your Postings, Destinations, use of the Premium Membership Services, any business created through use of the Premium Membership Services, and breach of these Premium Membership Terms and Conditions.

7. Limitation of Liability

7.1. To the fullest extent permitted by law, neither party, including its respective affiliates, will be liable to the other in connection with these Premium Membership Terms and Conditions for lost profits or lost business opportunities, loss of data, or any indirect, incidental, consequential, special or punitive damages.

7.2. Neither party, including its respective affiliates, will be liable to the other in connection with these Premium Membership Terms and Conditions for an amount that exceeds the total annual fee paid to TDA during the year period before the event giving rise to the liability.

7.3. These limitations of liability do not apply to a party’s (i) payment; confidentiality or indemnification obligations; (ii) liability for fraud, gross negligence or intentional misconduct; (iii) liability for death or personal injury; or (iv) violation of the other party’s intellectual property rights.

8. Cancellation

8.1. If you cancel your Premium Membership and return to a free account, you may retain your profile and certain other data. However, you will lose all TDA Coins that you may have accrued as well as access to premium features.

8.2. To cancel your Premium Membership, please Contact Us.

8.3. More information about canceling your Premium Membership:

8.3.1. To avoid getting charged for the next billing period, you need to cancel at least ten days before your next billing date.

8.3.2. Cancellation will end billing and remove your future access to TDA Coins and premium features at the end of your current billing cycle.

8.3.3. It may be possible in some instances to move to a lower Premium Membership level. To adjust your Premium Membership level, please Contact Us.

9. Miscellaneous

9.1. The provisions of the User Agreement relating to feature-specific terms, termination, interpretation, notice and assignability apply to these Premium Membership Terms and Conditions and the Premium Membership Services. Neither party relies on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether a party to these Premium Membership Terms and Conditions or not) relating to the subject matter of these Premium Membership Terms and Conditions, other than as stated in these Premium Membership Terms and Conditions. These Premium Membership Terms and Conditions do not create a partnership, agency relationship, employer relationship or joint venture between the parties.

9.2. TDA may change the terms of these Premium Membership Terms and Conditions by notice to you (for example, by a notice displayed in the Premium Membership Services, email or other contact method), and both parties agree that changes cannot be retroactive. If you do not agree to these changes, you must stop using the Premium Membership Services. The following provisions of these Premium Membership Terms and Conditions survive its termination: Sections 2 through 4, as well as Sections 6 through 9.

9.3. The TDA entity entering into these Premium Membership Terms and Conditions with you is 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, DO2 P593, Ireland. Each party irrevocably submits that any action or proceeding (including those arising from non-contractual disputes or claims) related to these Premium Membership Terms and Conditions will be brought in Irish courts using Irish law. The prevailing party in any litigation may seek to recover its legal fees and costs.