PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR USE OF THIS WEBSITE AND AGORA BRANDS PRODUCTS AND SERVICES AND YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. BY ACCESSING THIS WEBSITE OR INTERACTING WITH AGORA BRANDS YOU SIGNIFY THAT YOU HAVE READ, UNDERSTAND AND UNCONDITIONALLY AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

Welcome to https://www.agorabrands.co/ (the “website”). The Agora Brands website, including the content, materials and information available on or through this website, and associated social media accounts (the “Services”) are operated by Agora Brands (“Agora” or “we”, “us” or “our”). The “associated social media accounts” means the whole or any part of the social media accounts or channels controlled or operated by Agora. 

By using or otherwise accessing the Services, you confirm your acceptance of the following terms and conditions of use (the “Terms”) and Agora’s Privacy Policy. Your agreement to these terms is a precondition to you using or otherwise accessing the Services. If you accept these Terms, you represent that you are age 18 or older. 

If you do not accept to be bound by these Terms, please leave the website immediately and discontinue your use or access of any Services.

We reserve the right to modify the Terms at any time without notice. The date of the most recent update is noted at the bottom of this page.  

Permissible Use

The Services may be accessed and used only by or under the supervision of individuals who can form legally binding contracts under applicable laws, who are 18 years of age or older, and who are not barred from using the website under applicable laws.

Prohibited Use

You agree that you will use the Services responsibly and in compliance with all applicable laws and these Terms. 

You agree that you will not hack into the Services or employ any robot, spider or other device or process to use the Services for unauthorized purposes. You further agree that you will not take any action or do anything which imposes an unreasonable burden on or interferes with the Services. If we determine that you are or have been engaged in prohibited activities, were not respectful of others, or otherwise violated the Terms, we may avail ourselves of any and all remedies under these Terms or under law, including denying you access to the Services on a temporary or permanent basis, without notice.

Without limiting the generality of the foregoing, you will not, under any circumstances:

• Use, either directly or indirectly, any exploits, automation software, bots, hacks, mods or any other unauthorized third-party programs or software designed to modify or interfere with the Services.

• Use the Services in violation of any applicable law or regulation.

• Use the Services for commercial purposes, including, but not limited to, to advertising, or solicitation, or transmission of any commercial advertisements such as spam emails, chain letters, pyramid or other get-rich-quick schemes.

• Use the Services for fraudulent or abusive purposes including, but not limited to, using the Services to impersonate any person or entity, or otherwise misrepresent your affiliation with a person, entity or the Services.

• Disrupt, interfere with or otherwise adversely affect the normal flow of the Services or otherwise act in a manner that may negatively affect other users’ experience when using the Services.

• Disrupt, overburden, or aid or assist in the disruption or overburdening of any computer or servers used to offer or support the Services.

• Attempt to gain unauthorized access to the Services, to accounts registered to others or to the computers, servers, or networks connected to the Services by any means other than the user interface provided by Agora, including, but not limited to, by circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person to circumvent or modify, any security, technology, device, encryption, or software that is part of the Services.

• Post any information, content or other material (or post links to any information or content) that contains nudity, excessive violence or is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously offensive or otherwise objectionable.

• Engage in defamatory or ongoing toxic behavior, such as repeatedly posting information on an unsolicited basis or spreading misinformation about Agora directors, employees, products or services.

• Attempt to, or harass, abuse, or harm, or advocate or incite harassment, abuse, or harm of another person or group, including Agora directors, officers or partners. 

• Make available through the Services any material or information that infringes any copyright, trademark, patent, trade secret, right of privacy, right of publicity, or other right of any person or entity, or which impersonates any other person, including, but not limited to, an Agora director, employee or officer.

• Unless specifically authorized by law or Agora, attempt to decompile, reverse engineer, disassemble or hack any of the Services or Agora products or services, or to defeat or overcome any of the encryption technologies or security measures or data transmitted, processed or stored by Agora, or to obtain any information from the Services using any method not expressly permitted by Agora.

• Solicit or attempt to solicit login information or any other login credentials or personal information from Agora employees or other users of the Services.

• Harvest, scrape or collect any information about or regarding other people that use the Services, including, but not limited to, through use of pixel tags, cookies, GIFs or similar items that are sometimes also referred to as spyware.

• Post anyone else’s personal information without authorization, including personally identifiable information/personal data (whether in text, image or video form), identification documents through the Services.

• Engage in any act that Agora deems to conflict with the spirit or intent of the Services or make improper use of Agora’s products or services.

Business Plans and other information provided by you

We welcome information related to your business, through the “Get Valuation” function on the website or otherwise, including sharing unsolicited business plans and outlines. However, any information or materials that you consider trade secrets, confidential or proprietary should not be submitted to us. Absent an express written agreement to the contrary, any information or materials that you provide to us will not be considered confidential or proprietary and will not be returned or safeguarded. We reserve the right to turn down investment opportunities in our sole discretion. We receive many similar plans and ideas, and your idea may already have been submitted to us or be under consideration by us. We are not limited or restricted in any way from pursuing opportunities with others.

Intellectual Property Rights

(a) Agora Content

All content, information, data, database content, photographs, images, videos, software, trademarks, logos, designs, publicity slogans, source code, inventions, knowhow, and/or other Agora material protected by copyright, patent and other applicable intellectual property laws accessible on or through the Services (the “Content”) are the exclusive property of Agora or the property of third parties who granted permission to use such Content on the Services, or both. 

Unless prior written authorization has been given by Agora, all Content included on the Services regarding products and services offered by Agora is provided for informational purposes only. 

You are not authorized to modify, reproduce, re-edit, transfer, forward, transmit, publish, distribute or create derivative works of the Content without prior written consent from Agora. However, you may download, print or reproduce the Content for personal use and/or in other circumstances permitted by law, provided that you keep all copyright notices or other legal notices it may contain. 

You agree that you will not do or allow any third party to do anything which may infringe, damage or endanger Agora’s intellectual property rights or the intellectual property rights of a third party in respect of the Services.

Nothing contained or accessible on the Services should be construed as granting any license or right of use of any other person’s or entity’s trademark which is displayed on the Services without their express permission.

All unauthorized use of the Content will be considered a violation of the intellectual property rights of Agora.

(b) User Content

“User Content” means any text, graphics, images, videos, works of authorship of any kind or other materials that are posted, generated, provided, or otherwise made available by you through the Services or that you share with other users or recipients. User Content includes without limitation Feedback (defined below) and Tagged Media (defined below).

By making any User Content available through the Services you hereby grant us a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content, in whole or in part, in connection with the Services and our (and our successors’ and affiliates’) business, including without limitation for promoting, marketing or advertising and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media or social channels (whether now known or hereafter devised, to the extent consistent with applicable law and our Privacy Policy [Note to Agora: include a hyperlink to Agora privacy policy.]). You understand that we are not obligated to utilize any of the rights granted in these Terms and we do not guarantee any confidentiality with respect to any User Content you submit or upload.

Except where prohibited by law, by submitting or uploading User Content through the Services, you waive and agree not to assert any “moral” rights or claim resulting from our alteration of the User Content or any photographs, footage, statements or other work contained in the User Content. You are also agreeing to appoint us as your attorney-in-fact with respect to the User Content, with the right to execute and deliver any documents, in your name and on your behalf, to ensure that we can use the User Content that you are licensing in any way we see fit, and to protect the rights in any derivative works created from your User Content, and to have the User Content removed from any other website or platform.

You are solely responsible for all of your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by us on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

(c)Agora Tagged Media

The Services includes the accounts on Facebook, Twitter and TikTok, Instagram, LinkedIn and any other platform now in existence or future platforms any and all content posted, communicated or otherwise made available through or posted on these accounts. The Services also includes any information, including any media, posted by users that tags or mentions any of the preceding accounts, uses hashtags associated with Agora (such as, but not limited to, #■) or is posted on the Agora social media accounts (“Tagged Media”). You acknowledge and agree that the Tagged Media may be used in our Services, and you hereby grant us permission to use and authorize others to use your name or social media handle in association with the Tagged Media for identification, publicity related to the Services and similar promotional purposes, including after you terminate your account or your use of the Services. You represent and warrant that posting and use of your Tagged Media, including to the extent such Tagged Media include your name, likeness, voice, or photograph, does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark or other intellectual property rights.

(d) Copyright Policy

We respect copyright law and expect our users to do the same. It is our policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.

Downloads

The Services may allow you to download Content, including files, images, information, code, software, and PDF documents (collectively, the “Downloadable Content”). The Downloadable Content is licensed to you for your personal and non-commercial use only. You agree to maintain all copyright and other proprietary notices in the Downloadable Content and that we retain complete title to the Downloadable Content and all the intellectual property rights therein. All risk associated with the use of, or reliance on, the Downloadable Content rests with you. You further agree that we, to the maximum extent permitted by law, make no warranties regarding the Downloadable Content, and will without limiting the Disclaimer and Limitation of Liability Section (outlined below), are not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with your use of, or reliance on, the Downloadable Content.

Use of Company Materials 

We may provide you with certain information as a result of your use of the Service or Agora products and services including, but not limited to, documentation, data, or information developed by us, and other materials which may assist in the use of the Services or Agora products and services (“Company Materials”). The Company Materials may not be used for any other purpose other than the use of Agora services and products or the purposes for which it was disclosed including via the Services. Nothing in these Terms may be interpreted as granting any license of intellectual property rights to you in connection with Company Materials. 

No Commercial Use

The Services is for your personal non-commercial use only. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, commercially exploit, create derivative works from, transfer, data mine or sell any Content, software, products, or services contained within the Services. You may not use the Services, or any of its Content, to further any commercial purpose, including any advertising or advertising revenue generation activity on your own site.

Feedback

We welcome feedback, comments, reviews of the website, products or services you purchase through us, and suggestions for improvements to our website, products or services (“Feedback”). You can submit Feedback by contacting us through the Services. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

Link to Third Party Websites

The Services includes links to other websites owned by third parties. These links are provided solely for your convenience and informational purposes and may not remain current or active. Agora has not reviewed these third-party websites and does not control and is not responsible for these websites or their content or availability. Agora does not endorse, recommend or approve of any information, products or services referred to on such linked sites and assumes no responsibility for the content, security or privacy practices of any other website. Your use of any link to an outside website is entirely at your own risk. Therefore, Agora cannot be held responsible for the information contained on such websites and does not offer any guarantee or make any declaration in this regard. Your use of any link to an outside website is entirely at your own risk.

Services Availability 

From time to time and without prior notice to you, Agora may cease to continue operating part or all of the Services or selectively disable certain aspects or portions of the Services. Any modification to or elimination of our Services will be done in our sole and absolute discretion and without any obligation or liability to you, and your use of our Services and does not entitle you to the continued provision or availability of the Services.

Privacy

For information on how user personal information is collected, used and disclosed by us in connection with your use of the Services, please consult our Privacy Policy.

Security

Agora takes reasonable steps to ensure the security of its systems. However, there are inherent risks associated with the use of electronic means of communication. Therefore, Agora discourages the use of its website to submit sensitive personal or business information. The possibility exists that information could be unlawfully observed by a third party while the data is being transmitted over the internet or while stored on cloud-based servers, or subject to access and review by law enforcement or other authorities. Agora accepts no liability that may arise if any other persons obtain the information you submit to the Services.

Reliance on information posted 

The Company provides the Services and Content, including in relation to Agora products and services, on an “as is” basis and your use is at your sole and exclusive risk. While Agora endeavors to ensure that the information on the Services is correct, Agora is under no obligation do so. Agora does not warrant the accuracy, timeliness or completeness of the website or Content made available via the Services. Agora has no liability for any loss of, or errors or omissions, whether provided by Agora, our licensors or service providers or other users. Agora may make changes to the website at any time without notice. 

Agora makes no representations about the suitability, reliability, timeliness, comprehensiveness or accuracy of the information, services and other content contained on the Services. You are solely responsible for the use and/or the interpretation of all the Content of the Services. 

In connection with our investment activities, we often become subject to a variety of confidentiality obligations to funds, investors, portfolio companies and other third parties. Any statements we make may be affected by those confidentiality obligations, with the result that we may be prohibited from making full disclosures. Without limitation on the effect of other warnings and disclaimers set forth in these Terms, you should interpret any statements we make (through our Services or otherwise) in that context.

Disclaimer and Limitation of Liability

Agora may, in its sole discretion and at any time without notice, restrict, suspend or cancel access to or use of the Services, for all or any one or number of users. Furthermore, Agora does not guarantee that the Content of the Services will be uninterrupted, up-to-date or error-free, and will not be held responsible for any damage resulting from any virus, worm or other destructive or invasive computer program. Agora does not warrant that any security defects, vulnerabilities or errors on the website will be identified or remedied.

Agora will not be liable for any interference with or damage to your computer systems that may occur in connection with use of the Services or a linked website, or for any data lost or any equipment or software damaged or replaced by you as a result of you using the Services. You must take your own precautions to ensure that your use of the Services is free of viruses or other malicious content that may interfere with or damage the operations of your computer systems.

Agora is not responsible for late, lost, incomplete, illegible, misdirected or stolen messages or mail, unavailable network connections, failed, incomplete, garbled or delayed computer transmissions, on-line failures, hardware, software or other technical malfunctions or disturbances or any other communications failures or circumstances affecting, disrupting or corrupting communications.

To the maximum extent permitted by law, you agree that you will not seek to hold Agora liable: 

• directly or indirectly in contract, tort, equity or otherwise for any damage (including direct, indirect, incidental, consequential, special, punitive, exemplary and aggravated damages and damages for loss of use, profits or revenue) or other remedy whatsoever in connection with the Services; and

• to you or anyone else for any loss or damage, however caused which may be directly or indirectly suffered in connection with websites of other entities that are hyperlinked from the Services.

Some jurisdictions do not allow the limitation of liability for personal injury, or of incidental or consequential damages, and in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED ONE HUNDRED DOLLARS (CAD$100).

Indemnity 

By accessing and/or using the Services, you accept that you will indemnify and hold Agora and any of its affiliates, related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them harmless against all liabilities, damages, losses, actions, costs, legal fees, claims, demands and causes of action whatsoever at law, in equity or under statute, that Agora may suffer or incur as a result of: (a) your access to and use of the Services; (b) from any other alleged violation of the present Terms; and (c) infringement by you, or any third party using your account, computer, mobile phone, table or any such device, of any intellectual property or other right of any person or entity. You acknowledge that any of the preceding can cause substantial harm to Agora, including (but not limited to) Agora’s activities, reputation and stakeholders, and that such damages are not remote or otherwise unrecoverable at law. 

Agora reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Agora and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Agora. Agora will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

No Partnership

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Agora as a result of these Terms, our Privacy Policy or any use of the Services. 

Agora’s performance of these Terms is subject to existing laws and legal process, and nothing contained in these Terms or our Privacy Policy is in derogation of Agora’s right to comply with law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by Agora with respect to such use.

Applicable Laws 

These Terms and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to these Terms will be governed by and construed in accordance with the laws of the State of New York and the federal laws of the United States of America applicable within New York without regard to conflict of law provisions. The applicable federal and state courts located in the State of New York will have exclusive jurisdiction to resolve any disputes relating to these Terms. 

Termination

We may terminate your access to and use of the Services and related services at our sole discretion, at any time and without notice to you. If Agora determines, in its sole discretion, that you are in violation of any provision of these Terms, Agora may suspend or terminate your use or access to the Services without the notice to you. At all times, Agora shall have the discretion to take such action as Agora deems necessary, in its sole discretion, to preclude a violation, and Agora shall not be liable for any damages of any nature suffered by you or a third party resulting from Agora's exercise of its rights under these Terms. Upon any termination, discontinuation or cancellation of services or your Account, the following sections will survive: Intellectual Property Rights, Feedback, Use of Company Materials, No Commercial Use, Disclaimer and Limitation of Liability, Indemnity, Applicable Laws, and General Terms.

General Terms

The Terms and Privacy Policy incorporated herein constitute the entire agreement between Agora and you with respect to the subject matter hereof, and supersede all communications, representations or agreements, either oral or written, between Agora or its affiliates and you with respect to this subject matter. If for any reason a court of competent jurisdiction finds any provision of the Terms or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Terms, and the remainder of the Terms shall continue in full force and effect. Agora’s failure to insist upon or enforce strict performance of any provision of the Terms or any right shall not be construed as a waiver of any such provision or right.

Contact Us

If you have any questions or concerns about these Terms, you can contact us at: 

Email: legal@agorabrands.co

Please note that we may need to confirm your identity or request additional details in order to process your request. 

Last Updated: September 10, 2021.