Terms and Conditions

Publication date September 20, 2021

Last updated: April 22, 2022

1.  Acceptance of the Terms of Use

Please read these  Terms of Use (“Terms”) carefully. By using the Service (defined below) or signing up for an account, you’re agreeing to these Terms, which will result in a legal agreement between you and Andalon Technologies Ltd d/b/a Toptoria (collectively, “Toptoria,” “we,” or “us”). Toptoria is part of our parent entity, Andalon Technologies Ltd.

Please read these Terms carefully because they govern your rights and duties when you purchase, sell, or access digital products or services on Toptoria’s online digital marketplace, www.toptoria.com, or other services provided by Toptoria (we’ll refer to all of these as our “Services”).

You agree to settle all disputes with Toptoria through binding individual arbitration by agreeing to the Terms, which means you relinquish your right to have those issues determined by a judge or jury, as well as your right to participate in class actions, class arbitrations, or representative actions.

You agree to the Terms by using any of our Services (even if you’re just browsing our site). You may not use any of our Services if you do not agree to the Term.

2. Obligations, Warranties and Representations

Building a marketplace where entrepreneurs (and others) may connect by submitting content is a key component of our Services. You can publish content such text, photographs, listing descriptions, reviews, comments, audio, videos, user names, and other materials (“Your Content”) when you use our Services. You realize that your content is strictly your responsibility. You also represent that you own all required rights to your content and that publishing it does not infringe or violate the rights of any third parties.

If any representation or warranty made herein is untrue in any way, Toptoria reserves the right to terminate your account without notice at any time.

The User warrants and represents the following by accepting the Terms:

The User is the exclusive user of the Site, and you must keep all logins and usernames private. If a third party uses your login and username, you are responsible for any activities taken by that third party.
Unless the law in your jurisdiction stipulates a different age, you must be 18 years or older to use our Services.

The User has the legal capacity and authority to enter into binding contracts of any kind:

If you represent a legal entity, you represent and warrant that you are fully and legally authorized to act on behalf of this legal entity, undertake and fulfill these Terms, subscribe to and use the Service and the Site in accordance with these Terms, including, where applicable, the buying, selling, and listing of items.

The User shall not use the Site for any purpose or in any manner that is illegal under these Terms or your home law, or that is prohibited by these Terms.

All information provided by You, including information entered as part of the registration and subscription process, is truthful and correct.

The User has the legal right to promote, sell, or otherwise distribute any and all of your Goods, including but not limited to those disseminated on your Website or elsewhere.

You and/or the legal entity you represent have generated and/or secured all licenses, permits, agreements, and other consents from the authors, inventors, and other holders of Intellectual Property Rights to the Goods or any portion of them;

All sales and marketing, including, but not limited to, your products and services, and any of your acts, will be compliant with applicable legal requirements.

• You not infringe on any Intellectual Property Rights
• You do not infringe on any other person’s rights
• You do not infringe on any human rights

Your listing is in accordance with all applicable legal provisions, including but not limited to advertising, competition, copyrights, and related rights and is compatible with best practices applicable to your business or other activity.

If we believe or suspect that your content infringes on another person’s intellectual property, we will take necessary action, such as blocking access to it or cancelling your account. If any of these things happen, we’ll let you know.

You also agree not to upload any anything that is abusive, threatening, defamatory, obscene, vulgar, or otherwise offensive, or that violates any section of our Terms or regulations. You also agree not to upload any false or misleading content or to use the Services in a fraudulent or deceptive manner.

If we find that your content violates any of the Terms in our sole judgment, we will take necessary action, such as blocking access to it or cancelling your account.

Without limiting the foregoing, the User is prohibited to disseminate and distribute any of the following:
Counterfeited and any other illegal products, including, but not limited to, those infringing Intellectual Property Rights

• Personal identification documents, personal financial records, personal information (in any form, medical information, health records), or confidential information.
• Any material that includes abuse or exploitation of the children, any harassment, bullying or threats to a specific individual, hate or violence against people based on race, ethnicity, color, national origin, religion, age, gender, sexual orientation, disability or medical condition and materials that promote self-harm
• Any material that includes nudity and pornography
• Stocks or other securities
• Content and services that transmit malware or links to phishing pages or hosts content of deceptive commercial practices
• Any products that are obtained by illegal means
• Any materials or content that support funding or membership of a terrorist organization.

Any personal information, following which a natural person can be identified, shall be collected, used, or stored, in accordance with the Privacy Policy of Toptoria and in accordance with the applicable legal provisions.

For any issues concerning the legitimacy of the Goods, the applicable legal provisions shall apply, and the User shall cooperate and put all reasonable efforts, present responses and any assistance to Toptoria, in case of any investigation of the legitimacy of the Goods.

You grant us a license to use your content by publishing it through our Services. Your content is not our property, but we have your permission to use it to help Toptoria work and flourish. For example, you realize and agree that Toptoria may use your content on our site and elsewhere to promote your products and our Services from time to time. You grant Toptoria a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, permanent license to use, display, edit, alter, reproduce, distribute, store, and prepare derivative works of your content by posting it. This enables us to deliver the Services and advertise Toptoria, your products, or the Services in general in any format and through any channel, including any of our Services, our partners’ websites, or third-party advertising mediums. You agree not to sue us for infringement of your moral rights or rights of publicity as a result of our use of your content. You further acknowledge that, to the extent your content contains any personal information, we have a legitimate interest in using it in line with the terms of this agreement.

3. Fees and Payments

By signing up on the Site, selling digital goods via Toptoria, and using the Service, the User herein agrees to pay all service Fees. Toptoria may unilaterally change the Fees from time to time. Should the User do not agree with the new Fee, he/she may immediately terminate the User account in the Site. If the User continues using the Site after the date of the amended Fee’s entering into force, it is deemed that the User has agreed and accepted the amended Fee.

In case of not being able to collect the Fee, we will terminate the User account and delete the user data and content except for information that is needed to be held to comply with tax and legal regulations.

All fees and payments to Toptoria are non-refundable.

Services related to credit card payments are provided by Paystack, which is a separate platform owned by a third party. Please read and agree to the Terms of Use of Paystack before using the service. For any questions relating to credit card payments, please contact Paystack support. Toptoria does not assume any responsibility for any loss or damage caused by the use of the credit card payment service.

 4. Policy on Refunds

Toptoria is a marketplace where you can buy digital downloads, and we want you to enjoy the services we provide for you. Understand that Toptoria provides a digital marketplace for you to purchase digital products made by our creators; nevertheless, we do not promote, guarantee, or accept any obligation for their digital products.

We want you to be happy, so for any reason or no reason, we will give you a full refund of the purchase price of a product during the refund term for that Product!

Keep in mind that refund terms range depending on the product category. For example, if you buy a digital book, you will never be able to return it! So, make sure you read each product’s description to see if it is eligible for a refund.

You may not resale any product obtained through our Services, nor trade or barter them with others. If you do, we may disable your access to that relevant product and we will also not give you a refund.

 5  Changes and Support

Customers and product support are the responsibility of the seller whose products you purchase. We may, at our discretion, help in the resolution of disputes between customers and our sellers on a case-by-case basis from time to time.

6.  Our Content

Except for your content, all contents connected to our Services is owned by Toptoria, its licensees, or other suppliers (“Our Content”). Our Content encompasses all information, software, text, displays, photos, video, and audio, as well as the designs, selections, and arrangements, as well as the complete content of our website, its features, and functionality. You agree not to utilize Our Content in any way unless we provide you our written permission.

7.  Privacy

Your privacy is important to us, and our Privacy Policy explains how we may use your information when you use our Services. Keep in mind that your information must be processed by both Toptoria and our Partners (those selling products on the marketplace) in order for you to have a great experience on the marketplace and obtain things you might want to buy. Toptoria and our Partners may each be deemed an independent data controller under data privacy laws. This means that if a Partner inadvertently reveals your name and email address while using its service, the Partner is accountable.

8.  Termination

If we feel for any reason that you, your Content, or your use of the Services violates our Terms, we may terminate or suspend your account and your access to the Services. We will tell you that your account has been cancelled or suspended in the majority of cases, but not all.

You may lose access to your account information and Your Content if you or Toptoria terminates or suspends your account or your access to the Services. We are not responsible for the impact of any modifications to the Services on you, including your income or ability to generate revenue through the Services.

Even if your access to the Services is terminated or your use of the Services is ended, these Terms will remain in force.

9.  Enforcement and Cooperation

You acknowledge and agree that we may conduct the following:

Take any action with respect to any of Your Content that we deem inappropriate in our sole discretion, including if we believe Your Content violates the Terms, infringes any intellectual property right or other right of any person or entity, poses a threat to the personal safety of users of the Website or the general public, or may expose Toptoria to liability.

Any third party who alleges that material posted by you breaches their rights, including their intellectual property rights or their right to privacy, must be informed of your identify or other personal information.

Any illegal or unauthorized use of the Services or violation of these Terms will result in legal action, including referral to law enforcement.

If law enforcement or a court order requests or directs us to reveal your identify or other information about you, we will comply fully. YOU RELEASE AND HOLD Toptoria, ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS HARMLESS FROM ANY CLAIMS ARISING OUT OF ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR AS A RESULT OF, INVESTIGATION.

10.  Taxes

Toptoria’s fees do not include any applicable taxes or government fees, and the User is responsible for paying all such taxes in addition to the Toptoria costs or commission.

For goods and services that you offer for sale on our website, you are solely responsible for determining, collecting, reporting, and paying any and all applicable taxes, including but not limited to sales tax, goods and services tax (“GST”), value-added tax (“VAT”), excise, premium, import, export, consumption, and other applicable fees.

11.  Disclaimer of Warranties

TOPTORIA, ITS SUPPLIERS, AND SERVICE PROVIDERS PROVIDE THE SERVICES “AS IS” AND “AS AVAILABLE” AND EXPRESSLY DISCLAIM ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE, NON-INFRINGEMENT, AND TOPTORIA, ITS SUPPLIERS, AND SERVICE PROVIDERS DO NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, AND THEY MAKE NO REPRESENTATIONS ABOUT THEIR SERVICES’ UPTIME, USE, DATA SECURITY, ACCURACY, OR RELIABILITY.

12.  Limitation of Liability

TOPTORIA, ITS SUPPLIERS, OR SERVICE PROVIDERS, OR THEIR OFFICERS, MEMBERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AGENTS, SHALL IN NO EVENT BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS,

TOPTORIA, ITS SUPPLIERS, AND SERVICE PROVIDERS’ CUMULATIVE LIABILITY, AS WELL AS THE LIABILITY OF THEIR OFFICERS, MEMBERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS, TO THE USER OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE, IS LIMITED TO THE AMOUNT OF FEES THE USER HAS PAID TOTOPTORIA FOR THE SERVICES.

13.  Indemnification

By agreeing to these Terms, the User agrees to hold Toptoria, its employees, shareholders, directors, suppliers, and service providers harmless from any and all losses, damages, fines, penalties, governmental regulatory enforcement actions, and other costs (including reasonable attorney’s fees and expenses) finally awarded or agreed to in connection with the adjudication or settlement of any claim, administrative proceeding, cause of action, or lawsuit.

14.  Miscellaneous

The laws of the Federal Republic of Nigeria regulate these Terms, their entry into force, and their termination, among other things. Any and all claims, legal processes, or litigation arising out of or related to the Service or these Terms must be made only in the Federal Republic of Nigeria, and the User consents to the jurisdiction and venue of such courts, waiving any inconvenient forum objections.

Toptoria’s omission to enforce any right or term of these Terms will not be construed as a waiver of that right or provision. The remaining provisions of these Terms will remain in full force and effect if any term of these Terms is found to be defective or unenforceable.

We reserve the right to change these Terms at any moment. This page will always have the most recent version (or such other page as the Service may indicate). If the alteration is important, as determined by us in our sole discretion, such as a change in the Fee, we will tell the User through email linked with the User’s Toptoria account in advance, and within a reasonable period of time. The User agrees to be bound by the amended Terms by continuing to access or use the Service after those updates become effective.

If any provision of these Terms is/becomes invalid under relevant mandatory legal provisions, this shall not render this contract and the entire Terms invalid, and Toptoria shall promptly, after discovering such incompliance, replace the void provision with the valid one. If you have questions about these Terms or the Service, please contact us at support@toptoria.com