Terms & Conditions
By accessing or using TOA, by signing up as a User of TOA, you agree to adhere to and be bound by the terms and conditions in this Agreement. Please read this Agreement carefully before accessing or using TOA. If you cannot accept this Agreement, you may not access or use TOA.
In this Agreement, TOA, the TOA Service, all services related to it, including all text, images, photographs, user interface, look and feel, data and other content (including the selection, coordination and arrangement of such content) are referred to as the “Website” or “Service.”
TOA reserves the right to change the Terms and Conditions of the Agreement and such modifications shall be effective immediately. Users should visit this page periodically to review the Terms and Conditions because they legally determine the conditions under which they are allowed to use the Service. A User’s continued access of this Website shall be deemed acceptance of the modified agreement.
If TOA and the User conclude a separate contract for the services listed below, then the terms of the contract shall have priority over the terms listed herein.
“Commencement Date” means the Contract Commencement Date indicated on the Order Form.
“Customer Data” means all information that you submit or collect via the Contract Service.
“Intended Purpose” means the production and hosting of interactive content experiences in the format dictated by the requirements of the TOA Platform.
“Access” During the Term, we will provide you access to and use of the TOA Platform for the Intended Purpose, and for no other purpose, in accordance with this Agreement.
“Modifications.” We may modify the Contract Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience. We will not make changes to the Contract Service that materially reduce the functionality of the Contract Service provided to you during the Term.
“Intellectual Property Rights” means copyrights, rights in the nature of copyright, trademarks, service marks, database rights, design rights, inventions, patents, applications or registrations or any of the foregoing, renewals and extensions of any of the foregoing, rights in respect of confidential information, and all other intellectual property and intangible rights of any description in any part of the world, whether now known or in the future created.
- Services Generally.
(a) Description. The Service is an offering where TOA designs, arranges and/or creates PHOTO SHOOTS, VIDEO SHOOTS, MODEL SUPPLY, MAKE-UP ARTIST SUPPLY, SOCIAL MEDIA ACCOUNT PROMOTION, PROMOTION TO THIRD PARTIES, BRANDING, LOOKBOOKS, CATALOGUES, FASHION FLAT DESIGNS, LINESHEET, FASHION DESIGN, DESIGNING THE FASHION POSTER DIGITAL ARTWORK, FASHION WEB MAINTENANCE, FASHION BANNER FOR WEBSITES AND SOCIAL NETWORKING PAGES, LOGO DESIGNS, INVITATION CARDS FOR FASHION EVENTS and SOCIAL MEDIA ADVERTISEMENTS for users who pay for the service. Users agree that TOA is responsible for providing this service, and that TOA is not responsible for providing any other services or tasks not specifically outlined in these Terms.
(b) Payment. Users must pay for the Service via Paypal or other payment method authorized at the time of registration and/or conclusion of Contract. The payment policies for Users may change at any time. Such changes will not, however, apply to projects that are in-process before the changes are made by TOA.
(c) Refunds. After a User has purchased a service and has access to high-resolution files, they are not eligible for a refund. However, TOA has the right to cancel orders and provide a refund at any point in the development process at its discretion. TOA retains the right to modify or change this policy at any time without notice.
- Eligibility and Use.
(e) Eligibility. To register as a User, you must be at least 18 years of age, accept the Agreement, and complete the registration procedure. By registering, Users represent and warrant that (1) they meet these eligibility requirements, (2) the information they include as part of the registration process is complete and accurate.
(f) Permitted Uses. Users may access and use the Service only according to this Agreement and any posted policies and procedures that appear on the Website. Any use of the Website is at a Users own risk and responsibility. Users may (i) display the Website on an internet access device, and (ii) occasionally, and only in circumstances that constitute “fair use” under copyright law of Italy and United Kingdom, print copies of insubstantial portions of the Website. Users agree not to modify the Website, or any portion of it, except by the express written consent of TOA. Users may not frame, or use any framing techniques to enclose any portion of the Website without the written consent of TOA. Users may not use meta tags or any other “hidden text” that utilize the TOA trademark or company name without the written consent of TOA. Images created will be delivered within 30 days of their creation only to Users. TOA is entitled to publish and/or share the images to: Blog Toagency, (toagency.it), database Toagency (toagency.it), brands proposals, photographers and customers in general, Facebook page of Toagency, Instagram page of Toagency (stories with swipe-up to the blog) and TikTok account of Toagency, as well as Monaco Magazine. TOA is entitled to create publications using the images such as articles on fashion blogs and/or magazines.
(g) Prohibited Uses. Users may not broadcast, circulate, distribute, download, perform, publish, rent, reproduce, sell, store, transmit or create derivative works from the Website. Users must comply with all applicable laws (including any applicable export control laws) in connection with using the Service. Further limitations may be set forth in any written or on-screen notice from TOA.
(h) Printed Products. Users understand that printed materials (i.e., business cards) generated from TOA via TOA print partners may not exactly match what is seen on a computer screen at the time of purchase. This includes colors, image placement and data input by the user. Users understand that colors chosen to generate business cards cannot be exactly duplicated by TOA printing partners due to inherent limitations in printing technologies, although every reasonable effort shall be made to match colors as closely as possible.
(j) Payment. In consideration for the services provided by TOA, User shall pay TOA the amount set forth in each transaction.
(1) Users agree not to transmit, distribute, post, communicate or store information on, to, or through the Website that:
(i) is copyrighted, unless Users are the copyright owner;
(ii) reveals trade secrets, unless Users own them;
(iii) infringes on any intellectual property, privacy, or publicity rights of others;
(iv) is obscene, defamatory, threatening, harassing, abusive, hateful, or embarrassing to others;
(v) is sexually-explicit;
(vi) constitutes advertisements or solicitations of business, chain letters, or pyramid schemes; or
(vii) contains viruses, Trojan horses, worms, or other electronic data that are intended to damage, interfere with, surreptitiously intercept, or expropriate any TOA system, data, or information.
(2) Users further agree not to:
(i) use any incomplete, false, or inaccurate information for purposes of registering as a User;
(ii) delete or revise any information of another User or of TOA;
(iii) take any action that imposes an unreasonably large load on the Website’s infrastructure;
(iv) attempt to interfere with the proper working of this Service;
(v) attempt to use any software, tool, or other device (including browsers, spiders, robots, avatars, agents, or the like) to navigate or search this Website other than with the search engines available from TOA and other commercially available third party web browsers (e.g., Microsoft Internet Explorer, Mozilla FireFox, Google Chrome); or
(vi) attempt to decipher, decompile, disassemble, or reverse engineer any of the software underlying the Website.
(3) Users are prohibited from attempting to violate the security of the Website, including:
(i) accessing data not intended for Users or logging into a server or account that Users are not authorized to access;
(ii) attempting to probe, scan, or test the vulnerability of the Website or to breach security or authentication measures;
(iii) attempting to interfere with the service of any user, host or network, including submitting a virus to, overloading, “flooding,” “spamming,” “mailbombing,” or “crashing” the Website;
(iv) sending unsolicited e-mail, including promotions and/or advertising of products or services; or
(v) forging any TCP/IP packet header or any part of the header information in any e-mail or posting.
(4) Violations of security of the Website may result in civil or criminal liability. TOA will investigate any violation and may cooperate with law enforcement authorities in prosecuting Users involved in such violations.
(d) Operation of Website. TOA reserves the right to terminate User’s ability to communicate with, or post to, the Website at any time. TOA will take reasonable efforts not to disclose any information Users send to the Website. TOA may disclose any information to the extent necessary to satisfy any applicable law, regulation, legal process or governmental request. TOA may edit, refuse to post, or to remove any information or materials from the Website.
(e) Accessibility. TOA shall not be responsible for any delays or interruptions of, errors, or omissions contained in the Website. Although TOA will use reasonable efforts to make the Website and Service accessible, TOA makes no representation, warranty or covenant that the Website will be available at any specific time since various circumstances may prevent or delay availability. TOA may discontinue or modify the Website, may change or eliminate any transmission method, and may change transmission speeds or other signal characteristics. TOA shall not be responsible for any loss, cost, damage or liability that may result in such events.
(f) Termination of Access. TOA reserves the right to reject, cancel, or terminate User’s access to the TOA website of Free Web-Ready Logo at any time without notice. Users agree that TOA shall not be liable to Users or any third party for any rejection, cancellation, or termination of such access.
- Responsibility for Content
(a) Website. TOA shall not be responsible for any use that is or is not made of the Website. TOA makes no representations, warranties or guarantees regarding the truthfulness, accuracy, or reliability of any information that is communicated to and from the Website. TOA does not endorse any opinions expressed by any User.
(b) Downloads. TOA does not guarantee that data made available on the Website will be free of infection or viruses, worms, Trojan horses, or other code that manifests contaminating or destructive properties. It is Users responsibility for implementing sufficient safeguards and procedures to ensure that any such data is free from such problems.
- Rights to Use.
(a) User Information. For any information or media provided by User in connection with use of the Service (collectively, the “User Information”), TOA has all rights necessary to use the User Information to provide the Service.
(b) User Ownership. Subject to Users compliance with this Agreement. User grants to TOA the right to use any such material (other than the customized) for internal and archival purposes. You agree that we may use and publish such information, provided that such information does not incorporate any Customer Data and/or identify you. Users also grant TOA the right to utilize the content produced by us in connection with advertising, marketing and promotional materials. TOA shall retain sole title to and ownership of all rendered services or otherwise used in connection with the production of services.
We will maintain commercially reasonable administrative, physical, and technical safeguards to protect Customer Data. You consent to the processing of Customer Data in accordance with applicable regulatory requirements.
(c) TOA Ownership. The contents of this Website, including the user interface, text, graphics, logos, icons, , images, data compilations, the selection and format thereof, as well as the underlying software and databases are the property of TOA and are protected by Italian, U.K. and international copyright and trademark laws.
(1) Intellectual Property. TOA owns all right, title and interest in and to all copyright, trademarks, service mark, patent, trade secret or other intellectual property and proprietary rights in and to the Website to the fullest extent provided under laws of Italy, Intellectual Property laws of England and Wales and other international laws. Users shall not remove, conceal or alter any copyright notice, byline information, disclaimer, restriction, or other notice on the Website. Users shall not use or permit any third party to use the name, trademarks, trade names, or trade dress of TOA without the written consent of TOA.
(2) Trademarks. User acknowledges that no trade or service marks are being conveyed under this Agreement. User acknowledges that TOA has no obligation or duty to perform trade or service mark searches to validate the propriety or legality of the customized logo. Accordingly, TOA encourages Users to perform their own independent searches. User acknowledges that TOA shall have no responsibility to assist User in seeking any intellectual property protection (i.e., trademark registration). TOA shall not be responsible to assist User to perfect the Users rights.
(3) Third Party Rights. If Users believe any content appearing on the Website infringes another party’s rights, please notify us of this infringement.
- Registration, Password, User Identity.
(a) User Identity. When registering, Users will create an identity (“User Identity”). The User Identity will include certain information, including the industry in which Users operate. The information provided may not be treated as confidential.
(b) Passwords and Access. Users shall keep confidential the User Identity, registration identification, and password(s). Users shall immediately notify TOA if Users learn of or suspect: (i) any loss or theft of a User Identity, registration identification or password, or (ii) any unauthorized use of Users registration identification or password or of the Website. In such an event, TOA may impose additional security obligations on Users.
(c) Security Breaches. If any unauthorized person obtains access to the Website as a result of any act or omission by a User, that User shall use his best efforts to ascertain the source and manner of acquisition and shall promptly notify TOA. Users shall cooperate and assist in any investigation relating to any such unauthorized access.
(d) Inactivity. TOA will maintain and grant Users access to in-progress information until one year after the customized logo is finished. If Users have not accessed the Website after that time, TOA may delete that information.
- Disclaimers; Limitations of Liability.
(a) Release from Claims. The Service serves as a venue for Branding, Lookbooks, Catalogues, Fashion Flat Designs, Linesheet, Fashion Design, Digital Artwork, and Fashion Web Maintenance. TOA does not screen or censor any information or material posted to the Website. Although TOA makes reasonable efforts to determine the identity of Users, TOA does not confirm the specific identity of any User. Accordingly, if a User has a dispute with another User, Users release TOA from claims, demands, and damages of every kind and nature arising out of or in any way connected with such disputes.
(b) Disclaimer of Warranties. THE SERVICE IS PROVIDED “AS IS.” TOA MAKES NO REPRESENTATION OR WARRANTY EXPRESS OR IMPLIED OF ANY KIND RELATING IN ANY WAY TO THE WEBSITE, INCLUDING ANY USER IDENTITY OR LINKED CONTENT. TOA DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES. TOA SPECIFICALLY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL (i) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (ii) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (iii) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE WEBSITE, OR ANY PART THEREOF, (iv) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE WEBSITE, AND. (v) WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY TOA OR ANY THIRD PARTY. FURTHER, TOA DOES NOT WARRANT THAT THE WEBSITE WILL MEET USERS NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON.
The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.
(c) Limitation of Liability. NEITHER TOA NOR ANY THIRD PARTY SHALL BE LIABLE TO USERS OR ANY OTHER PERSON FOR ANY REMEDY, LIABILITY, DAMAGES, COSTS, OR LOSSES RELATING TO THE WEBSITE OR ANY OTHER CONTENT, WHETHER ARISING UNDER THESE TERMS OR ANY APPLICABLE LAW.
(d) Exclusion of Consequential Damages. IN NO EVENT SHALL TOA OR ANY THIRD PARTY BE LIABLE TO USERS OR ANY OTHER PERSON FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES (INCLUDING LOST PROFITS, LOSS OF BUSINESS OR DATA, BUSINESS INTERRUPTION, TRADING LOSSES, AND DAMAGES THAT RESULT FROM INACCURACY OF THE INFORMATION OR INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE SERVICE) ARISING UNDER OR IN ANY WAY RELATED TO THE WEBSITE OR ANY OTHER CONTENT, EVEN IF TOA OR ANY THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
Users agree to defend, indemnify and hold harmless TOA and its subsidiaries, affiliates, officers, agents, partners and employees from all liabilities or claims of any third party arising out of Users violation of this Agreement.
TOA reserves the right to terminate Users access to all or a portion of the Service without notice. In the event of such termination, TOA will determine the amount of any refund (if any) to be paid to User as a result of such termination. Should Users use of the Service result from a material breach of this Agreement, or any other agreement between TOA and User, User shall not be entitled to any refund.
We may suspend or limit your access to the Website in our absolute discretion without notice or liability to you for any reason including:
- if you breach any one of these Terms and Conditions;
- If we are required to do so by applicable law;
- if you use the Website for any activities which breach any applicable laws, regulations, standards or codes, or infringe a third party’s rights or privacy;
- if you tamper with, hinder the operation of or make unauthorized modifications to the Website including the storage or transmission of any virus or disabling feature to the Website;
- if you make any fraudulent, speculative or vexatious enquiries;
- if you provide false information when using the Website;
- if you attempt to do any of the above acts or permit or assist another person to do any of the above acts.
TOA reserves the right to, at its discretion, terminate these Terms and Conditions and your access to and use of the Website:
- for TOA’s convenience, at any time, upon provision of notice to you;
- if TOA reasonably believes that you have breached any of these Terms and Conditions, and that breach is not capable of immediate remedy; or
- if you have been provided with notice of the breach, and you have failed to remedy that breach within 7 days (where the breach is able to be remedied).
- Disclosure of Information.
TOA may disclose any information about Users (including identity) if TOA determines that such disclosure is necessary in connection with any investigation or complaint regarding use of the Website, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) TOA rights or property, or the rights or property of visitors to or users of the Website, including TOA customers. TOA reserves the right at all times to disclose any information that v deems necessary to comply with any applicable law, regulation, legal process or governmental request. v also may disclose information when TOA determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.
- Email communications.
TOA will generally use email to communicate with User. By using the Service, Users agree to receive status notifications, a periodic newsletter, and carefully selected special offers and promotions, TOA believes could be of value to User. Users are free to unsubscribe from such communications at anytime. User’s personal identifying information will never be disclosed or shared with another party without User’s explicit permission.
Any notice required or permitted to be given pursuant to these Terms shall be in writing and directed to email@example.com, and shall not be deemed confidential.
- Independent Contractors.
Each party is an independent contractor and, except as otherwise agreed to by the parties, the parties shall not have the authority to bind, represent or commit the other. Nothing in these Terms shall be deemed or construed to create joint venture, partnership or agency relationship between the parties. The parties agree and acknowledge that no User of the TOA Website, TOA customer or other third party has or shall have any rights as a third party beneficiary or otherwise arising from or relating to these Terms.
- Force Majeure.
Except for the payment of the Fees by User, if the performance of any part of Terms is prevented, hindered, delayed or otherwise made impracticable by reason of any cause or event not within the reasonable control of such party and without such party’s fault or negligence, that party shall be excused from such to the extent that such party is prevented, hindered or delayed by such causes.
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, then such provision shall be deemed null and void, but the remaining provisions shall continue in full force without being impaired or invalidated in any way.
Non-Applicability of Rule of Strict Construction. The language of this Agreement shall be deemed to be the language mutually chosen by the parties and no rule of strict construction shall be applied against or in favor of either party hereto.
Headings. The section headings and other headings contained in this Agreement were selected for convenience and shall not affect the meaning or interpretation of this Agreement.
Governing-Law. This Agreement shall be governed by the substantive law of the Turin, without reference to any choice of law rules that would result in the application of the substantive law of any other jurisdiction.
Dispute Resolution. The parties agree that any disputes arising out of or relating to this Agreement shall be submitted to arbitration and then to the competent courts having jurisdiction in Turin, or regional courts having jurisdiction in the area in which such competent courts have jurisdiction, and the parties consent to the personal jurisdiction of such courts in respect of such disputes.
Assigning. Users may not assign or otherwise transfer (by operation of law or otherwise) any of Users rights or duties hereunder unless TOA agrees in writing after receiving prior written notice. Any attempted assignment or other transfer without the requisite consent shall be null and void ab initio. TOA may assign or otherwise transfer any of its rights or the performance of any of its duties.
Waiver. The waiver by TOA of a breach or violation of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach or violation of any provision of this Agreement.
Any rights not expressly granted herein are reserved by TOA.