Last Updated 17 July 2019
The mission of TDA is to provide a transparent and open way for organizations and digital agencies to meet. Central to this mission is our commitment to be transparent about the Services we provide and the way users interact on our site. This User Agreement explains our commitment to you and the rights and obligations of users of our Services.
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.
This Contract applies to 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.
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.
This Contract applies to Members and Visitors.
“Members” refers to digital agencies, organizations and authorized members that have provided data to TDA in order to use the Services. Authorized Members are the employees of Member digital agencies and organizations that are authorised 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.
Purpose of TDA
TDA is a marketplace where clients and digital agencies can identify each other and advertise and sell services online. Subject to this User Agreement and the Premium Membership Term and Conditions, TDA offers the TDA Services to you. TDA only makes the site and Services available to enable digital agencies and clients to find and transact directly with each other. TDA does not introduce digital agencies to clients, find work for digital agencies or find clients for digital agencies. You are responsible for evaluating and determining the suitability of any project, client, digital agency, information or connection made on TDA. If you decide to enter into any transaction with another Member or User of TDA, TDA is not a party to that contract or transaction.
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.”
We may make changes to this Contract.
Here are some promises that you make to us in this Contract: You’re eligible to enter into this Contract and you are a professional organization or digital agency 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 employees (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 16.
“Minimum Age” means 16 years old. However, if 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 older age.
The TDA Services may not be used by freelancers or individuals that are not Eligible Users.
You will keep your password a secret. You will not share an account with anyone else outside of an Authorized Member of the organization or digital agency 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.
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.
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:
Further information about our Premium Membership Services is contained in our Premium Membership Terms and Conditions.
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.
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 blogs for digital agencies 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.
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:
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.
We may change, suspend or end any Service, or change and modify prices prospectively in 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.
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. TDA generally does not review content provided by our Members or others. 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.
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).
We’re providing you notice about our intellectual property rights.
TDA reserves all of its intellectual property rights in the Services. Using the Services does not give you any ownership in our Services or the content or information made available through our Services. 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.
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 agencies 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.
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 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.
These are the limits of legal liability we may have to you.
TDA is not liable, 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.
TDA is not liable, 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:
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 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.
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:
You can contact us with any questions or to close your account.
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. You and TDA both 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.
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 10.
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:
You agree that you will not:
Contact information for complaint about content provided by our Members.
We respect the intellectual property rights of others. We require that information posted by Members be accurate and not in violation of the intellectual property rights or other rights of third parties. Please contact us if you have any complaints about the posts of others.
Our Contact information.
If you want to send us notices or service of process, please contact us.
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