Terms and Conditions

Last updated:  June 14, 2017

 

Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before subscribing to membership of the Topperoo Grow Plan (“Topperoo Grow”); Topperoo Storefronts Plan (“Topperoo Storefronts”) and access to our platform at https://topperoo.com/ (“Our Site”) on a subscription basis by Photo Occasions Limited trading as Topperoo (“Topperoo”, “us”, “we”, or “our”) subject to and in accordance with these Terms. Topperoo Grow and Topperoo Storefronts may be referred to collectively as “Topperoo Paid Plans”. By clicking accept you are agreeing to these Terms and entering into a legal agreement with us.   Our company registration number is 07658637 and our address is 16 Florence Road, Wimbledon, SW19 8TJ.  You can contact us by writing to us at support@topperoo.com.

 

By accessing or using Topperoo Paid Plans you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the benefits associated with Topperoo Paid Plans.

Reference to Topperoo in these Terms includes a reference to Our Site.

 

Subscriptions

Topperoo Paid Plans are billed on a subscription basis (“Subscription(s)”) and the pricing can be found at topperoo.com/pricing. You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set on an annual basis, unless we notify you otherwise.

At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or Topperoo cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting Topperoo at support@topperoo.com.

If your Subscription renewal payment is paid but you did not wish to continue your membership (i.e. you forgot to cancel the renewal), you have a period of 7 calendar days to request a refund. Refunds will only be issued if we are notified within 7 days of the renewal being processed. Refunds will only be issued for the renewal, not the first year of membership.

If you joined Topperoo Paid Plans with a membership discount, this discount is valid for the FIRST 12 months of the membership only, as stated on the checkout page. After the first 12 months of the membership, if the membership is not cancelled, it will be renewed at the standard membership price as displayed at topperoo.com/pricing.

A valid payment method, including credit or debit card, is required to process the payment for your Subscription. You shall provide Topperoo with accurate and complete billing information including full name, address, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorise Topperoo to charge all Subscription fees incurred through your account to any such payment instruments.

Automatic billing is done via payment software, Chargebee (“Chargebee”). Should automatic billing fail to occur for any reason, Chargebee, will retry for a maximum of three times after the initial attempt to charge fails. If after the third retry fails, the Subscription may be canceled or left active and marked as unpaid.

 

Hosted Microsite Subscriptions

As part of Topperoo Storefronts we will make a microsite which is essentially a landing page (“Storefront Site”) available on Our Site for use by your customers and users (“Storefront Users”) that are authorised by you to use your Storefront Site.  Details of the Subscription prices can be found at topperoo.com/pricing. Payment will be payable in advance and on the same basis as that set out in Subscriptions clause above. There is a usage allowance available on an annual basis. If this is exceeded, there will be an overage fee charged. Details of which can be found at topperoo.com/pricing.

If we make your Storefront Site available to you, we grant you a non-exclusive, non-transferable right to permit the Storefront Users to use your Storefront Site solely for you and your Storefront User’s internal business operations.

You undertake and promise that neither you nor your Storefront Users:

(a)          will object to us auditing your Storefront Site from time to time

(b)          will attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of your Storefront Site in any form or media or by any means;

(c)           will attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of your Storefront Site;

(d)          use the Storefront Site to build a product or service which competes with the Storefront Site;

(e)          you will not use your Storefront Site to provide services to third parties save in accordance with these Terms;

(f)           you will not, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make your Storefront Site available to any third party except the Storefront Users;

(g)          you shall use all reasonable endeavors to prevent any unauthorised access to, or use of, your Storefront Site and, in the event of any such unauthorised access or use, promptly notify us; and

(h)          you will not attempt to obtain, or assist third parties in obtaining, access to your Storefront Site other than as permitted by us.

All provisions in these Terms apply to your Storefront Site, including without limitation, clauses on Content, Intellectual Property and the Disclaimer.

We reserve the right to disable your Storefront Site or anyone’s access to your Storefront Site for any reason and at any time.

You represent and warrant that all Content (as defined below) provided by Storefront Users using the Storefront Site, unless they have given credit to others, belongs to the Storefront User or they have the right to use it.

 

Fee Changes

Topperoo, in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.

Topperoo will provide you with 30 days notice of such changes in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.

Your continued use of Topperoo Paid Plans after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

 

Refunds

Subscription fees are non-refundable except when required by law, or at the discretion of Topperoo.

 

Content

Topperoo allows you to create, post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Content”). You are responsible for the Content that you upload and post to Topperoo, including its legality, reliability, and appropriateness.

You must not access, store, distribute or transmit any viruses, or any material during the course of your use of Our Site that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, facilitates illegal activity, depicts sexually explicit images, promotes unlawful violence, is discriminatory o in a manner that is otherwise illegal or causes damage or injury to any person or property.

We are not responsible or liable for any loss, destruction, alteration or disclosure of your Content.

If we process any personal data on your behalf when providing services under these Terms, you shall be the data controller and we shall be a data processor and you consent that we may lawfully use, process and transfer the personal data.

 

 

Topperoo Facebook Group

Subscribing to a Topperoo Paid Plan includes access to our Facebook Group, “Topperoo Facebook Group”. Any comments, posts or images uploaded or shared (“Content”) via either Topperoo, Our Site or to the Topperoo Facebook Group is your responsibility, including its legality, reliability and appropriateness and the prohibition in “Content” above applies to your use of the Topperoo Facebook Group.

Credit should be identified for any images used or shared on the Topperoo Facebook Group that is not your own work. Topperoo accepts no responsibility for incorrect or missing credit.

At the discretion of Topperoo, membership to the Topperoo Facebook Group may be revoked at any time if you fail to comply with these Terms or the terms and conditions applicable to the Topperoo Facebook Group. This includes, without limitation, bullying, intimidating or acting in a manner deemed unacceptable by Topperoo. This is at the sole discretion of Topperoo.

 

You represent and warrant that: (i) the Content, unless you have given credit to others, is yours (you own it) or you have the right to use it and grant us the rights and license as provided in these Terms, and (ii) the posting of your Content on or through Topperoo, and via Topperoo Facebook Group, does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

 

Accounts

When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service.

You are responsible for safeguarding the password that you use to access Topperoo and for any activities or actions under your password, whether your password is with Topperoo, Topperoo Paid Plans or a third-party service such as the Topperoo Facebook Group.

You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

 

Intellectual Property

Topperoo and its Content (excluding Content provided by users), features and functionality are and will remain the exclusive property of Topperoo. Our Site and Topperoo Content is protected by copyright under the law of England and Wales and you agree that we and/or our licensors own all intellectual property rights in Our Site and Topperoo Content.

Except as expressly given in these Terms, we do not grant you any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered) in Our Site or Topperoo Content.

By posting Content to the Topperoo Facebook Group, you grant us the right and license to use, modify, perform, display, reproduce, and distribute such Content on and through Facebook and in Topperoo’s marketing material, unless otherwise agreed. You retain any and all of your rights to any Content you submit, post or display on or through Topperoo Grow and you are responsible for protecting those rights.

 

AFFILIATE AND ADVERTISER AGREEMENTS

Topperoo may, at its own discretion, from time to time enter into paid affiliate agreements with other organisations, these arrangements may be, but are not limited to being ongoing, temporary, and/or exclusive. Affiliates may, or may not be members of the Topperoo Facebook Group.

Topperoo may offer links to third-party web sites or services that are not owned or controlled by Topperoo.

Topperoo has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that Topperoo shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.

 

We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

 

Termination

We may terminate or suspend your account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.

Upon termination, your right to use and access the benefits from Topperoo Paid Plans will immediately cease.

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

 

Indemnification

You agree to defend, indemnify and hold harmless Topperoo and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to legal costs), resulting from or arising out of a) your use and access to Our Site and Topperoo Facebook Group, by you or any person using your account and password; b) a breach of these Terms, or c) Content posted on Our Site or Topperoo Facebook Group.

 

Limitation Of Liability

In no event shall Topperoo, or its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use Our Site, Topperoo Paid Plans or Topperoo Facebook Group; (ii) any conduct or content of any third party on Our Site, Topperoo Paid Plans or Topperoo Facebook Group; (iii) any content obtained from Our Site, Topperoo Paid Plans or Topperoo Facebook Group; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to the total Subscription fees paid by you during the 12 months immediately preceding the date on which the claim arose.

You assume sole responsibility for results obtained from the use of Our Site, Topperoo Paid Plans or Topperoo Facebook Group. We shall have no liability for any damage caused by errors or omissions in any information or instructions provided to you by us or in connection with Our Site, Topperoo Paid Plans or Topperoo Facebook Group.

All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms.

Nothing in this agreement excludes our liability for death or personal injury caused by our negligence or fraud.

 

 

Disclaimer

Your use of Topperoo is at your sole risk. Topperoo is provided on an “AS IS” and “AS AVAILABLE” basis. Topperoo is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

Topperoo does not warrant that a) Topperoo will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) Topperoo is free of viruses or other harmful components; or d) the results of using Topperoo will meet your requirements.

 

Exclusions

Without limiting the generality of the foregoing and notwithstanding any other provision of these terms, under no circumstances will Topperoo ever be liable to you or any other person for any indirect, incidental, consequential, special, punitive or exemplary loss or damage arising from, connected with, or relating to your use of Topperoo, these Terms, the subject matter of these Terms, the termination of these Terms or otherwise, including but not limited to personal injury, loss of data, business, markets, savings, income, profits, use, production, reputation or goodwill, anticipated or otherwise, or economic loss, under any theory of liability (whether in contract, tort, strict liability or any other theory or law or equity), regardless of any negligence or other fault or wrongdoing (including without limitation gross negligence and fundamental breach) by Topperoo or any person for whom Topperoo is responsible, and even if Topperoo has been advised of the possibility of such loss or damage being incurred.

 

Governing Law

These Terms shall be governed and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service and access to our Facebook Group, and supersede and replace any prior agreements we might have between us regarding Topperoo.

 

Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you must stop using the service.

 

Privacy Policy and Cookie Policy

Please refer to our Privacy Policy and Cookies Policy. You agree that they constitute part of these terms. You must read our Privacy Policy and Cookies Policy before you subscribe to Topperoo Paid Plans.

 

Contact Us

If you have any questions about these Terms, please contact us at support@topperoo.com