Last Updated 17 July 2018
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 Inc., a corporation registered in the state of Delaware and Top Digital, a j.d.o.o. registered in the Republic of Croatia (together, “TDA” and also referred to as “we” and “us”).
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.
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.”
We may make changes to this Contract.
2.1 Service Eligibility
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.
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 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:
- 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.
Further information about our Premium Membership Services is contained in our Premium Membership Terms and Conditions.
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.
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.
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:
- You can end this license for specific content by deleting such content from the Services, or generally by closing your account, except (a) to the extent you shared it with others as part of the Service and they copied, re-shared it or stored it and (b) for the reasonable time it takes to remove from backup and other systems.
- 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.
- 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.
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 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.
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. 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).
3.5 Intellectual Property Rights
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.
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 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.
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 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 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.
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:
- 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.
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 California courts using California law.
You and TDA agree that the laws of the State of California, U.S.A., excluding its conflict of laws rules, shall exclusively govern any dispute relating to this Contract and/or the Services. You and TDA both agree that all claims and disputes can be litigated only in the federal or state courts in California, USA, and you and TDA each agree to personal jurisdiction in those courts.
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 10.
8. TDA “Dos and Don’ts”
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:
- Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements;
- Provide accurate information to us and keep it updated;
- Use your real organization name on your profile; and
- Use the Services in a professional manner.
You agree that you will not:
- 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;
- 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;
- Override any security feature or bypass or circumvent any access controls or use limits of the Service;
- 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;
- 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);
- 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, TDA RFPs or other content of others without their permission;
- 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 except as provided in the Brand Guidelines;
- Post anything that contains software viruses, worms, or any other harmful code;
- 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;
- Imply or state that you are affiliated with or endorsed by TDA without our express consent;
- Rent, lease, loan, trade, sell/re-sell or otherwise monetize the Services or related data or access to the same, without TDA’s consent;
- Deep-link to our Services for any purpose other than to promote your profile or a Group on our Services, without TDA’s consent;
- Use bots or other automated methods to access the Services, add or download contacts, send or redirect messages;
- Monitor the Services’ availability, performance or functionality for any competitive purpose;
- Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Services;
- 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);
- 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
- Violate any additional terms concerning a specific Service that are provided when you sign up for or start using such Service.
9. Complaints Regarding Content
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.
10. How To Contact Us
Our Contact information.
If you want to send us notices or service of process, please contact us.