Terms and Conditions

All pages copyright 2022-2022 by Agora Market Services LLC. All rights reserved. Last change: 2022-03-14

These Terms of Use govern your access and use of the Agora Market Services LLC (individually, “Agora”) websites and any related sites (collectively, the “Website”). Please read these Terms of Use carefully before using the Website or opening an Agora account (“Account”) as they govern your use of the information, tools, features, and functionality provided through the Agora Website and constitute an agreement concerning your legal rights and obligations with respect to Agora Market Services LLC, its parent company, affiliates, subsidiaries, divisions, contractors, including all data sources, marketing partners and third party suppliers (individually and collectively, “we,” “us,” “our,” “Agora”).

These Terms of Use are in addition to, and do not override, the terms and conditions that apply to the specific products/services offered by Agora. Your rights and obligations concerning your purchase and/or use of the products, services, information, or software offered by us are governed by the terms of your agreement, including, but not limited to, your Governing Terms, Master Agreement, Product License Agreement, Order or Order Schedule or other written agreement with Agora as may be applicable. These Terms of Use do not override any applicable legal requirements relating to the collection, transfer, and use of your personal or proprietary information.

By using the Agora Website, you agree to these Terms of Use. If you do not agree to these Terms of Use, you may not use the Agora Website.

Ownership; Intellectual Property; Proprietary Rights

The services, including, but not limited to, data, articles, blog posts, content, information, products, software and programs, available on or through the Agora Website (collectively “Service”) are the proprietary, copyrighted works of Agora and comprise: (i) works of original authorship, including compiled information containing Agora's selection, arrangement and coordination and expression of such information or pre-existing material it has created, gathered or assembled; and (ii) trade secret and other confidential information.

Agora, the Agora logo, logos of Agora affiliates and subsidiaries, and the names and content of Agora products referenced in a Agora Website are either trademarks, service marks, registered trademarks, copyrights or other intellectual property of Agora (“Agora IP”). Other products and company names mentioned in Agora Website may be the intellectual property of their respective owners. You may not use any Agora IP without the consent of Agora. Except as noted herein, you are not conveyed any right or license by implication, estoppel, or otherwise in or to any Agora IP or the intellectual property of any third party.

You acknowledge and agree that by providing Agora with any personal or proprietary information through the Agora Website, you consent to the lawful transmission of such personal or proprietary information over international borders as necessary for processing in accordance with Agora's standard business practices and the Agora Privacy Policy.

By posting your content you are granting Agora, to the extent lawfully permissible, a non-exclusive, royalty-free, perpetual, and worldwide license to use your content and your association to such content in connection with the operation of the Services, including, without limitation, the license rights to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, modify, delete, translate and reformat your content, and/or to incorporate such content and your association with such content into a collective work, which may include name and likeness.

To the extent lawfully permissible, you acknowledge, consent and agree that Agora shall also have the right to access, preserve and disclose your account information and content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Agora, its users and the public.

To the extent lawfully permissible, you grant Agora permission to use your name for attribution purposes. You, likewise, agree to represent yourself accurately. You acknowledge that misrepresentation may lead Agora, at its sole discretion, to cancel your use of the Services and delete any of your content.

You will be responsible for the content of any material you enter on the Agora Website. Agora retains the right, which it may or may not exercise in its sole discretion, to review, edit or delete any material that Agora deems to be illegal, offensive or otherwise inappropriate.

You understand that the technical processing and transmission of the Agora Website changes to conform and adapt to technical requirements of connecting networks or devices.

Use Restrictions; Suspension; Termination;

You agree not to reproduce, copy, retransmit, distribute, disseminate, sell, sub-license, publish, broadcast, or circulate the information received through the Service to anyone without the express prior written consent of Agora. You may not: (a) use or permit the use of the Service to prepare an original database or a comparison to other databases that are sold, rented, published, or furnished in any manner to a third party; (b) use or permit the use of the Service for the purpose of compiling, enhancing, verifying, supplementing, adding to, or deleting from any mailing list, business directory, or other compilation of information that is sold, rented, published, or furnished in any manner to a third party; (c) use or permit the use of the information in connection with any individual credit, employment, or insurance applications; or (d) voluntarily produce the Service in legal proceedings without Agora’s prior written approval. Systematic access or extraction of content from this Agora Website, including the use of “bots” or “spiders,” is prohibited. Agora prohibits caching, unauthorized hypertext links to this Agora Website and the framing of any content available through the Agora Website. Agora reserves the right to disable any unauthorized links or frames.

Access to and use of password protected and/or secure areas of this Agora Website is restricted to authorized users only. Unauthorized individuals attempting to access these areas of the Agora Website may be subject to prosecution.

No part of the Agora Website may be reproduced, modified, or distributed in any form or manner without the prior written permission of Agora; provided no such permission is necessary in connection with the fair use of excerpts of freely available (i.e., available to any visitor to the Agora Website without any requirement of registration or payment of fees) factual information on the Agora Website regarding descriptions of Agora and its products and services.

Accounts and Security

To access and use many of the Agora Services, Information and/or Software, you must access our Website and register with us to open an Account. As part of the registration process, each user will submit his or her email address and select a password. You shall provide us with accurate, complete, and updated Account information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your Account. You agree that you will not (i) select or use the email address of another person with the intent to impersonate that person; (ii) use a name subject to the rights of any other person without authorization; (iii) use an email address that Agora, in its sole discretion, deems inappropriate or offensive; or (iv) breach any representation, warranty or promise made by you in this Agreement regarding your Account. The terms of our Website, Terms of Service and Privacy Policy are also applicable to your use of our Website and your Account.

You agree to immediately notify us of any known or suspected unauthorized use(s) of your Account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password. You shall be responsible for maintaining the confidentiality of your password. It is your sole responsibility to protect your password and not share your password with any other people. Accordingly, you understand and agree that you shall be liable for any activity performed by others using the Website, your email address and password. We are not responsible for any loss or damage arising from your failure to maintain the confidentiality of your password.

We may immediately terminate your Account, or suspend your access to your Account, in our sole discretion and, without notice, for conduct that we believe is: (i) illegal, fraudulent, harassing or abusive; (ii) a violation of this Agreement or any other policies or guidelines posted by AI; or (iii) harmful to other users, third parties, or the business interests of AI. Use of an Account for illegal, fraudulent or abusive purposes may be referred to law enforcement authorities without notice to you. If you file a claim against Agora, or a claim which in any way involves Agora, then we may terminate your Account. Upon termination of your Account by us for any of the above-mentioned reasons, (a) you may not establish a new Account for a period of one year (or such other duration as we may determine in our sole discretion) from the date of termination, (b) we will have no obligation to notify any third parties regarding such termination, and (c) you will be responsible for any damages that may result or arise out of termination of your Account.

You may only use the Website and/or open an Account if your applicable jurisdiction allows you to accept the terms set forth in this Agreement in accordance with the acceptance procedures adopted by us.

Age Restrictions

The Agora website and the Services are available only to persons who are the age of legal majority and can form legally binding contracts under applicable law. Without limiting the foregoing, the Agora website and the Services are not intended to be used by individuals under the age of 18. If you do not qualify, please do not access the Website or use the Services.

Content Restrictions

You will not upload, post, transmit or otherwise make available any Content that: (a) is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (b) harm minors in any way; (c) impersonate any person or entity, including, but not limited to, an Agora official, forum leader, guide, moderator or host, or falsely state or otherwise misrepresent your affiliation with a person or entity; (d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Agora Website; (e) remove any proprietary notice from the Agora Website; (f) cause, permit or authorize the modification, create of derivative works, or translation of the Agora Website without our prior written permission; (g) use the Agora Website for any commercial purpose or the benefit of any third party or any manner not permitted by the licenses granted hereunder; (h) use the Agora Website for fraudulent purposes; (i) attempt to decompile, reverse engineer, disassemble or hack the Agora Website or any of the software embedded or included therein, or to defeat or overcome any encryption technology or security measures implemented by Agora with respect to the Agora Website, or any of the Agora products and/or data transmitted, processed or stored by Agora; (j) harvest or collect any information about or regarding other Account holders, including but not limited to any personal data or information; (k) upload, post, email, transmit, or otherwise make available any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (l) upload, post, email, transmit or otherwise make available any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (m) upload, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (o) disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Agora Website are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real-time exchanges; (p) interfere with or disrupt the Agora Website or servers or networks connected to or operated with the Agora Website, or disobey any requirements, procedures, policies, or regulations of networks connected to or operated with the Agora Website; (q) intentionally or unintentionally violate any applicable local, state, national or international law, and any regulations having the force of law; (r) "stalk" or otherwise harass another; (s) promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals; (t) use the Agora Website to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act.

You may not use the Agora name to endorse or promote any product, opinion, cause or political candidate. Representation of your personal opinions as endorsed by Agora is strictly prohibited.

We reserve the right to refuse to provide you access to the Agora Website or to allow you to open an Account for any reason.

User Warranties and Indemnification

By posting product and/or content in Agora Website, you warrant that you either own or otherwise control all of the rights to that product and/or content, including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the product and/or content, or that your use of the product and/or content is a protected fair use. You agree that you will not knowingly and with intent to defraud provide material and misleadingly false information. You warrant also that the product and/or content you supply does not violate these Terms of Use, and that you will indemnify and hold Agora harmless for any and all claims resulting from product and/or content you supply.

In the event of false or misleading information provided by you, we reserve the right to delete or deactivate your product postings and your contents without notice, reimbursement of your costs or compensations of any kind.

General Disclaimers; Disclaimer of Warranties and Liability

THE AGORA WEBSITE MAY PROVIDE A LINK TO OTHER WEBSITES BY ALLOWING THE USER TO LEAVE THE AGORA WEBSITE TO ACCESS THIRD-PARTY MATERIAL OR BY BRINGING THE THIRD-PARTY MATERIAL INTO THIS AGORA WEBSITE VIA "INVERSE" HYPERLINKS AND FRAMING TECHNOLOGY (A "LINKED SITE"). AGORA HAS NO DISCRETION OR OBLIGATION TO ALTER, UPDATE, OR CONTROL THE CONTENT ON A LINKED SITE. USER SHOULD BE AWARE THAT LINKED SITES MAY CONTAIN TRANSMISSION OF PERSONAL DATA PROVISIONS THAT DIFFER FROM THE PROVISIONS PROVIDED HEREIN. AGORA IS NOT RESPONSIBLE FOR SUCH PROVISIONS, AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY RELATED TO SUCH PROVISIONS.

Agora is only a platform that connects clients with agencies. All data provided by the agencies are generally of the respobsibility of that soecific agency that provides the data. The agencies are reliable for all their data input and Agora shall not be held reliable for those data.

Agora does not warrant the accuracy, completeness or timeliness of any of the Services. ALL SERVICES ON THIS AGORA WEBSITE, OR A LINKED SITE, ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. AGORA DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF GRADE OR FROM AGORA’S CONDUCT IN COLLECTING, COMPILING, OR INTERPRETING ANY DATA OR INFORMATION. AGORA DOES NOT MAKE ANY WARRANTY AS TO THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF THE AGORA WEBSITE OR ITS ONLINE BUSINESS DIRECTORIES. AGORA DOES NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE AGORA WEBSITE OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING. AGORA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE AGORA WEBSITE OR THE SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Agora does not warrant the accuracy, completeness or timeliness of any of the Services. ALL SERVICES ON THIS AGORA WEBSITE, OR A LINKED SITE, ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. AGORA DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, NON INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF GRADE OR FROM AGORA’S CONDUCT IN COLLECTING, COMPILING, OR INTERPRETING ANY DATA OR INFORMATION. NEITHER WE NOR OUR THIRD PARTY SUPPLIERS MAKE ANY WARRANTY AS TO THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF THE AGORA WEBSITE ON ITS ONLINE BUSINESS DIRECTORIES. NEITHER WE NOR OUR THIRD PARTY SUPPLIERS WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE AGORA WEBSITE OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING. AGORA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE AGORA WEBSITE OR THE SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SITE REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY LAW.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AGORA, ITS, LICENSORS AND BUSINESS PARTNERS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE “RELATED PARTIES”) WILL NOT BE LIABLE FOR ANY LOSS OR INJURY ARISING OUT OF, IN WHOLE OR IN PART, AGORA'S CONDUCT IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING OR DELIVERING SERVICES. AGORA AND THE RELATED PARTIES WILL NOT BE LIABLE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST DATA, LOST REVENUES, LOSS OF BUSINESS OPPORTUNITY, AND THE COST OF PROCURING SUBSTITUTE SERVICE OR LOST OPPORTUNITY) ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE AGORA WEBSITE OR A LINKED SITE, OR WITH THE DELAY OR INABILITY TO USE THE AGORA WEBSITE OR A LINKED SITE, EVEN IF AGORA AND THE RELATED PARTIES IS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO, THE TRANSMISSION OF ANY VIRUSES WHICH MAY INFECT A USER'S EQUIPMENT, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS (e.g., YOU CANNOT ACCESS YOUR INTERNET SERVICE PROVIDER), UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, STRIKES OR OTHER LABOR PROBLEMS OR ANY FORCE MAJEURE. YOUR SOLE REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE AGORA WEBSITE IS TO DISCONTINUE ANY USE OF THE AGORA WEBSITE.

The opinions and information provided by Agora on the website and/or in articles and blog posts (collectively the “Marketing Information”) are provided “as-is”. Nothing stated or implied in the Marketing Information should be construed to be legal, tax, or professional advice. Agora makes no representations or warranties, express or implied, with respect to such Marketing Information or the results of the use or reliance on such Marketing Information. Please contact an attorney or tax professional if you are in need of legal or tax advice.

You acknowledge that Agora may or may not pre-screen or regularly review posted content, but that we and our designees shall have the right but not the obligation to remove in our sole discretion any content that we consider to violate these Terms of Use. Those contents may be removed without notifying you and Agora will not be held liable for all removed contents. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content before and after possible editing from our side. In this regard, you acknowledge that you may not rely on any Content created by us or submitted to us, including without limitation to information in Agora message boards, directories, and in all other parts of the Agora Website.

All press releases and other materials presented or released to the financial community that are contained on the Agora Website were, to the best of Agora's knowledge, timely and accurate when issued. However, the passage of time can render information stale, and you should not rely on the continued accuracy of any such material beyond the date of issuance. Agora has no responsibility to update any information contained in any such material. All viewers should carefully check the dates of issuance of the material contained on the Agora Website.

Some jurisdictions do not allow the disclaimer of implied warranties, so said implied disclaimers may not apply to you. Some jurisdictions do not allow the limitation of liability, so the foregoing limitation may not apply to you. In such states or jurisdictions, the liability of Agora and its Related Parties shall be limited to the fullest extent permitted by law. In those cases, you may not use the services provided by Agora or the Agora Website.

Consent; Marketing; and Privacy Rights

BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU EXPRESSLY AUTHORIZE AGORA TO CONTACT YOU IN ANY LAWFUL MANNER, INCLUDING WHERE LEGALLY PERMITTED THROUGH THE USE OF AUTOMATIC AND/OR COMPUTERIZED DIALING SYSTEMS AND PRE-RECORDED MESSAGE AND CALL TECHNOLOGIES, AND FOR ANY LAWFUL PURPOSE, INCLUDING, BUT NOT LIMITED TO, ACCOUNT SUPPORT OR TO INFORM YOU OF OR PROMOTE OR MARKET AGORA PRODUCTS AND THIRD PARTY SERVICES WHICH AGORA BELIEVES MAY BE OF INTEREST TO YOU, AND YOU HEREBY UNAMBIGUOUSLY AGREE AND EXPRESSLY CONSENT TO RECEIVE SUCH MAILERS, EMAILS, TEXTS AND TELEPHONE CALLS.

YOU EXPRESSLY CONSENT TO BE CONTACTED AT THE ADDRESSES, TELEPHONE NUMBERS (INCLUDING MOBILE OR WIRELESS NUMBERS), AND EMAIL ADDRESSES YOU PROVIDE TO AGORA (EITHER VERBALLY OR WRITTEN) AS CONTAINED IN YOUR AGORA SERVICES, INFORMATION AND/OR SOFTWARE. YOU REPRESENT AND WARRANT THAT ANY MOBILE OR WIRELESS TELEPHONE NUMBER YOU PROVIDE BELONGS TO YOU AND IS ASSOCIATED WITH A MOBILE DEVICE IN YOUR POSSESSION. YOU HEREBY AGREE TO NOTIFY AGORA AT YOUR EARLIEST CONVENIENCE IF YOUR TELEPHONE NUMBER (INCLUDING MOBILE OR WIRELESS NUMBERS) CHANGES. SHOULD YOU HAVE ANY QUESTIONS ABOUT WHICH ADDRESSES, TELEPHONE NUMBERS OR EMAIL ADDRESSES YOU PROVIDED TO AGORA FOR THE ABOVE, PLEASE REVIEW YOUR ACCOUNT AND CONTACT INFORMATION IN YOUR PRODUCT DASHBOARD AND USER INTERFACE.

YOUR WRITTEN CONSENT TO THE TERMS OF THIS SECTION IS NOT REQUIRED, DIRECTLY OR INDIRECTLY, AS A CONDITION OF PURCHASING OR USING ANY GOODS OR SERVICES, INCLUDING INFORMATION OR SOFTWARE, FROM AGORA. SHOULD YOU NOT WISH TO CONSENT TO BEING CONTACTED FOR EITHER OR BOTH ACCOUNT SUPPORT OR PROMOTIONAL PURPOSES, OR TO REVOKE A CONSENT PREVIOUSLY GIVEN, YOU AGREE TO CONTACT US USING OUR CONTACT PAGE THAT AGORA HAS SPECIFIED ON ITS WEBSITE, TO CLEARLY INFORM AGORA OF YOUR DESIRE TO REVOKE CONSENT. IF YOU DESIRE TO REVOKE YOUR CONSENT IN USING THE WEBSITE, YOU MAY NOT USE THE AGORA WEBSITE AND AGORA SERVICES ANYMORE.

If you have any questions or concerns about these Terms or any issues raised in these Terms or on the Agora Website, please contact us using the contact options indicated on the Agora Website.

By using the Agora Website and the services of Agora you adhere to our Privacy Policy. You may access Agora’s Privacy Policy from the Agora Website.

Incorporated Terms – Fees and Billing

The terms below are incorporated into, and form an integral part of, the Agora Market Services LLC Terms and Conditions. Unless otherwise defined herein, capitalized terms shall have the meaning ascribed to them in the Terms and Conditions. Any breach of the terms below will be deemed a material breach of the Terms and Conditions.

1. Agency Wallet

Agora wallet is a digital wallet automatically provided to all Agency users in the Agora website, and is subject to the Agora Terms of Service. It is a digital wallet that is connected to your Agency account on the Agora website. This service is an Agora-internal account that can be credited by you with United States Dollars for the purpose of paying the Agora services Agencies use or subscribe to. It is also a payment data transmission service that helps you integrate with a payment processor (the “Processor”), as described more fully in this Agreement. Paid in amount as well as affiliate marketing amount received from Agora will be deposited directly to your Agora wallet. You may opt to withdraw any remaining balance on your Agora wallet subject to applicable fees and charges, if any. In the unlikely event of Agora’s bankruptcy the balance of your wallet is considered as insolvency assets of Agora and not your property. You hereby agree to assign all of your ownership rights to Agora.

2. Fees

Agora fees are due in the amount and at the billing date cycle identified on the Website or applicable Order. Unless otherwise specified, all fees are payable in United States Dollars. You agree to pay the fees for processing the payments into and out of your Agora wallet in your Agency account, which are incorporated herein by reference (the "Processing Fees"). Processing Fees shall be collected from you by the Processor on our behalf in accordance with the terms of the Stripe Connected Account Agreement. Bank processing fees, landing fees, or other intermediary fees may be deducted from the transferred amount to your Agora wallet by your bank or any other payment provider not directly associated with Agora.

3. Processor

Stripe, Inc. is the Processor which is a technical services provider offering services as an agent of one or more financial institutions (each, a “Financial Services Provider”). The processing and settlement of Transactions (“Payment Processing”) is carried out by the Processor and any of the Financial Services Providers under a separate Stripe Connected Account Agreement, including the United States Stripe Services Agreement and the applicable Financial Services Terms, and to the extent you use a payment method that is subject to additional terms, the Payment Terms (collectively, the “Processor Terms”). By accepting this Agreement, you are also accepting and agreeing to be bound by the Processor Terms, which is the legal agreement between you and the Processor.

Agora is not a party to the Processor Terms and is not liable to you in respect thereof. By accepting this Agreement and the Processor Terms you are agreeing to the creation of an account with the Processor for Payment Processing (the “Processor Account”). Agora reserves the right to change the Processor, subject to the terms of our agreement with the Processor. In the event of any inconsistency between this Agreement and the Processor Terms, this Agreement shall prevail, except in the event of any inconsistency between this Agreement and the Processor Terms concerning Payment Processing or the Processor Account, in which case the Processor Terms shall prevail. The Processor’s role is to accept and process credit card, debit card and other types of payments (collectively “Cards”) with respect to sales of your products and services through internet-based transactions (collectively referred herein, as “Transactions”).

Agora makes no representation or warranty of any kind whatsoever for the services or the content, materials, information and functions made accessible by the “Processor” or for any breach of security associated with the transmission of sensitive information through Stripe Checkout. Agora disclaims without limitation, any warranty of any kind with respect to the services, noninfringement, merchantability, or fitness for a particular purpose. Agora does not warrant that the functions contained in the services will be uninterrupted, speedy or error free. Agora shall not be responsible for any service interruptions, including, but not limited to, system failures or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of payment transactions. The Agora is not responsible for the accuracy of any payment instrument, offer, or reward program item information, including, without limitation, whether such information is accurate.

4. Pricing

The pricing identified on the Website or any Order includes Services for a single Agency account only, unless otherwise specified. Fees for Agora website are available here: Price List. At our discretion, fees and account wallet credits will be collected on our behalf by the Processor pursuant to the Processor Terms or by such other means as we may prescribe from time to time. The pricing indicated in the website forms an integral part of the Agora's Terms and Conditions.

5. Non-Refundable

Fees are calculated on the basis of the Services purchased and are non-refundable regardless of actual usage. Agora does not issue refunds or credits for partial days, months, or years, and does not refund customers regardless of whether they have logged in or used the Services.

6. Taxes

All fees are exclusive of all applicable governmental fees, charges, or taxes, including, but not limited to, all sales, goods, services, value-added, withholding, harmonized, or other taxes (collectively “Taxes”). You will be responsible for the payment of all Taxes applicable to your use of the Services.

7. Late Payments

If Service fees are not paid or the account wallet’s credit is empty on the Billing Date Agora reserves the right to suspend your access to the Services during any period in which fees are past due. Suspending the Terms of Service does not terminate them or absolve you of any obligations or liabilities. You will reimburse Agora for any collection costs incurred.

8. Acceleration

If the Customer is materially delinquent in payments or expresses intent not to make further or timely payments, then upon Agora’s written notice, all fees remaining unpaid and due for the remainder of the then-current term will become accelerated and due and payable immediately.

9. Disputed Charges/Billing Inquiries

It is your obligation to verify all billing invoices for accuracy. You have 30 days from the date of a billing invoice to notify Agora, in writing, that you dispute the charges. Failure to do so within the specified time frame will constitute your agreement that (i) all charges are valid, and (ii) where permitted by applicable law, you waive any claims you may have had regarding such charges.

10. Fees and Billing

10.1. Billing Policies and Cycles

All billing invoices and payment notifications will be maintained through your Agora Agency control panel. The billing cycle begins on the Billing Date for all of your accounts and is due on that day for each subsequent subscription period. The “Billing Date” means (i) your existing Billing Date, if you already have an existing account with one or more Agencies, or (ii) the day of the month on which you purchase a Services subscription, or convert from a trial subscription to a paid subscription, if you do not already have an existing account with one or more Agencies.

10.2. Pricing Changes

Agora reserves the right to change or modify its fees, and these Fees and Billing terms, at any time, in accordance with the Modifications section of the Terms and Conditions, and such changes or modifications will be posted on the Website and effective immediately upon the next subscription renewal, Billing Date, upgrade, or downgrade of the Services, whichever is applicable and occurs first.

10.3. Cancellations

You must notify Agora of your intent to cancel Services at least 2 business days before your Billing Date in your Agora Agency control panel. If notice is not received 2 business days before your Billing Date, your Services will automatically renew for the next renewal period and the Service will be canceled upon the expiration of that renewal period.

10.4. Billing types

Agora website offers an overview of various billing modes for different service types as indicated on the Price List page. The Price List page includes an explanation of each service type. The Price List page forms part of the Agora’s Fees and Billing Terms.

11. Agora Affiliate Program

Subject to Agency’s compliance with the terms set forth in this section, and the revenue sharing plan associated with the Agency’s activities pursuant to the Agency Referral Program, the Agency will be entitled to receive certain fees from Agora (the “Fees”).

11.1. An Agency is entitled to a percentage of certain revenue received from any Referred Agency, to be determined by Agora in its sole discretion, with Agora being entitled to the remaining percentage. A description of the current exact revenue share percentages applicable to Agencies, amounts eligible to be included in the Agency’s revenue share, and the commission being entitled to Agora, is available at: Price List. Agencies are advised to add the commission costs on top of their total costs for their products and services. Agora reserves the right to revise the revenue share applicable to the Agency Referral Program, and any ongoing obligations to receive revenue share from time to time, at its sole discretion. Updates to the percentages will be provided on the Price List.

11.2. Agora reserves the right to (i) demand and receive information from Referral Agencies about any Referred Agency, including but not limited to information with respect to traffic sources and methods used to acquire the Referred Agency, and (ii) assess the legitimacy and qualification of such Referred Agency for the purposes of determining whether a Fee is payable for such Referred Agency. Agora will not be responsible to pay any Fees for a Referred Agency owned in whole or in part by a Referral Agency or Referral Agency’s employer (whether full-time, part-time, term or any other employment type relationship).

11.3. Agora reserves the right to cancel or modify the Agency Referral Program in its entirety, including Fees, at any time.

11.4. Unless otherwise specified in the terms set forth, Agora may terminate any Agreement with Referral Agency at any time, with or without cause, effective immediately upon notice to another Party. Agora is not liable for any potential income lost by termination of any Agreement with the Referral Agency.

Amendments and Modifications

Agora has the right to amend these Terms of Use at any time and without notice to you. Such amendments shall be effective immediately upon posting. You agree to review the Agora Website periodically to be aware of any such amendments. Your continued use of Agora Website after such amendments have been made shall constitute acceptance of the amendments.

Entire Agreement

These terms constitute the entire agreement between any user and us in relation to the use of or any transactions on the Agora Website. These terms supersede and extinguish all other agreements, promises, assurances, warranties, representations and understandings between any user and us, whether written or oral, in relation to the use of the Agora Website and services. You acknowledge that you will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms.

Salvatorian Clause

Should any provision of this Terms of Use, or any provision incorporated into this Terms of Use, be or in the future become invalid or unenforceable, the validity or enforceability of the other provisions of this Terms of Use shall not be affected thereby. The invalid or unenforceable provision shall be deemed to be substituted by a suitable and equitable provision which, to the extent legally permissible, comes as close as possible to the economic intent and purpose of the invalid or unenforceable provision.

Some states or jurisdictions may not allow some disclaimers, liability limitations, regulations and provisions in these Terms of Use, in which case these will not apply to you. In such states or jurisdictions, the Terms of Use of Agora shall be applied to the fullest extent permitted by law. You may not use any services and products provided by Agora or the Agora Website if your particular state nullifies any or the entire provisions of our Terms of Use.