AGORA PERKS TERMS & CONDITIONS
EFFECTIVE: January 5. 2020
IMPORTANT, READ CAREFULLY : YOUR USE OF AND ACCESS TO THE WEBSITE AND PRODUCTS AND SERVICES AND ASSOCIATED SOFTWARE (COLLECTIVELY, THE “SERVICES”) OF AGORA PERKS, INC. AND ITS AFFILIATES IS CONDITIONED UPON YOUR COMPLIANCE WITH AND ACCEPTANCE OF THESE TERMS, WHICH INCLUDE YOUR AGREEMENT TO ARBITRATE CLAIMS. PLEASE REVIEW THOROUGHLY BEFORE ACCEPTING.
BY CLICKING/CHECKING THE “I AGREE” BUTTON/BOX, ACCESSING THE AGORA PERKS WEBSITE OR APP AND BY UTILIZING THE AGORA PERKS SERVICES YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND ALL EXHIBITS, ORDER FORMS, AND INCORPORATED POLICIES (THE “AGREEMENT”). THE AGORA PERKS SERVICES ARE NOT AVAILABLE TO PERSONS WHO ARE NOT LEGALLY ELIGIBLE TO BE BOUND BY THESE TERMS OF SERVICE.
AGORA PERKS will provide the Services, and you may access and use the Services, in accordance with this Agreement. If You order Advertising Services through an on-line registration page or an order form (each an “Order Form”), the Order Form may contain additional terms and conditions and information regarding the Services you are ordering. Unless otherwise expressly set forth in any such additional terms and conditions applicable to the specific Service which You choose to use, those additional terms are hereby incorporated into this Agreement in relation to Your use of that Service.
1. DEFINITIONS. The following definitions will apply in this Agreement, and any reference to the singular includes a reference to the plural and vice versa. Service specific definitions are found in Exhibit A.
“Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by or is under common control with that Party. For purposes of this Agreement, “control” means an economic or voting interest or, in the absence of such economic or voting interest, the power to direct or cause the direction of the management and set the policies of such entity.
“End User” means a Host or Participant who uses the Services.
“Initial Subscription Term” means the initial subscription term for a Service as specified in an Order Form.
“Service Effective Date” means the date an Initial Subscription Term begins as specified in an Order Form.
“Renewal Term” means the renewal subscription term for a Service commencing after the Initial Subscription Term or another Renewal Term as specified in an Order Form.
The term “Company” Agora Perks, Inc, Agora Perks are all interchangeable and refer to the business entity Agora Perks, Inc.
2. SERVICES. Agora Perks will provide the Services as described on the Order Form, and standard updates to the Virtual Advertising Platform Services that are made generally available by Agora Perks during the term. The Company may, in its sole discretion, discontinue the Services or modify the features of the Services from time to time without prior notice.
3. USE OF SERVICES AND YOUR RESPONSIBILITIES. You may only use the Services pursuant to the terms of this Agreement. You are solely responsible for Your and Your End Users’ use of the Services and shall abide by, and ensure compliance with, all Laws in connection with Your and each End User’s use of the Services, including but not limited to Laws related to recording, intellectual property, privacy and export control. Use of the Services is void where prohibited.
a. Registration Information. You may be required to provide information about Yourself in order to register for and/or use certain Services. You agree that any such information shall be accurate. You may also be asked to choose a user name and password. You are entirely responsible for maintaining the security of Your user name and password and agree not to disclose such to any third party.
b. Your Content. You agree that You are solely responsible for the content (“Content”) sent or transmitted by You or displayed or uploaded by You in using the Services and for compliance with all Laws pertaining to the Content, including, but not limited to, Laws requiring You to obtain the consent of a third party to use the Content and to provide appropriate notices of third party rights. You represent and warrant that You have the right to upload the Content to Agora Perks and that such use does not violate or infringe on any rights of any third party. Under no circumstances will Agora Perks be liable in any way for any (a) Content that is transmitted or viewed while using the Services, (b) errors or omissions in the Content, or (c) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Content. Although Agora Perks is not responsible for any Content, Agora Perks may delete any Content, at any time without notice to You, if Agora Perks becomes aware that it violates any provision of this Agreement, or any law. You retain copyright and any other rights You already hold in Content which You submit, post or display on or through, the Services.
You agree that by clicking “register”, or similar, registering, accessing or using our services (described below), you are agreeing to enter into a legally binding contract with Agora Perks (even if you are using our Services on behalf of a company). If you do not agree to this contract (“Contract” or “User Agreement”), do not click “register” (or similar) and do not access or otherwise use any of our Services. If
you wish to terminate this contract, at any time you can do so by closing your account and no longer accessing or using our Services.
Use of the Services requires one or more compatible devices, Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Services involves hardware, software, and Internet access, your ability to access and use the Services may be affected by the performance of these factors. High speed Internet access is recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are Your responsibility.
This Contract applies to Agora Perks website and Agora Perks branded apps, communications and other services that state that they are offered under this Contract (“Services”), including the site and offsite collection of data for those Services, such as ads that may include but are not limited to “Reward and Loyalty Programs” and “Discount Coupons” and/or “Gift Certificate Programs” .
Registered users of our Services are “Members” and unregistered users are “Visitors”. This Contract applies to both Members (Small Business Owners) and Visitors or Coupon Users referred to herein as “Users”. Users You are entering into this Contract with Agora Perks (also referred to as “we” and “us”).
We use the term “Designated Countries” to refer to countries in the European Union (EU), European Economic Area (EEA), and Switzerland. If you reside in the “Designated Countries”, you are entering into this Contract with Agora Perks, Inc. USA will be the controller of your personal data provided to, or collected by or for, or processed in connection with our Services.
If you reside outside of the “Designated Countries”, you are entering into this Contract with Agora Perks, Inc and will be the controller of your personal data provided to, or collected by or for, or processed in connection with our Services.
This Contract applies to Members and Visitors.
1.2 Members and Visitors
When you register and join the Agora Perks Service or become a registered user on Agora Perks, you become a Member. If you have chosen not to register for our Services, you may access certain features as a “Visitor.”
2.1 Service Eligibility:
Here are some promises that you make to us in this Contract: You’re eligible to enter into this Contract and you are at least our “Minimum Age.” The Services are not for use by anyone under the age of 16. To use the Services, you agree that: (1) you must be the “Minimum Age” (described below) or older; (2) you will only have one Agora Perks account), which must be in your real name; and (3) you are not already restricted by Agora Perks from using the Services. Creating an account with false information is a violation of our terms, including accounts registered on behalf of others or persons under the age of 16. “Minimum Age” means 16 years old. However, if law requires that you must be older for Agora Perks to lawfully provide the Services to you without parental consent (including using of your personal data) then the Minimum Age is such older age.
2.2 Your Account:
You will keep your password a secret. You will not share an account with anyone else and will follow our rules and the law.
Members are account holders. You agree to: (1) try to choose a strong and secure password; (2) keep your password secure and confidential; (3) not transfer any part of your account (e.g., connections) and (4) follow the law and our list of Dos and Don’ts and Professional Community Policies. You are responsible for anything that happens through your account unless you close it or report misuse.
As between you and others (including your employer), your account belongs to you. However, if the Services were purchased by another party for you to use the party paying for such Service has the right to control access to and get reports on your use of such paid Service; however, they do not have rights to your personal account.
On occasion we will create your ad for you and later bill you for the selection you made on the work order. You’ll honor your payment obligations and you are okay with us storing your payment information. You understand that there may be fees and taxes that are added to our prices.
We don’t guarantee refunds. If you buy any of our paid Services you agree to pay us the applicable fees and taxes and to additional terms specific to the paid Services. Failure to pay these fees will result in the termination of your paid Services. Also, you agree that:
• Your purchase may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates).
• We may store and continue billing your payment method (e.g. credit card) even after it has expired, to avoid interruptions in your Services and to use to pay other Services you may buy.
• If you purchase a subscription, your payment method automatically will be charged at the start of each subscription period for the fees and taxes applicable to that period. To avoid future charges, cancel before the renewal date. Learn how to cancel or suspend your Premium Services.
• All your purchases of Services are subject to Agora Perks refund policy.
• We may calculate taxes payable by you based on the billing information that you provide us at the time of purchase.
2.4 Notices and Messages
You’re okay with us providing notices and messages to you through our websites, apps, and contact information. If your contact information is out of date, you may miss out on important notices.
You agree that we will provide notices and messages to you in the following ways: (1) within the Service, or (2) sent to the contact information you provided us (e.g., email, mobile number, physical address). You agree to keep your contact information up to date. Please review your settings to control and limit messages you receive from us.
When you share information on our Services, others can see, copy and use that information.
Our Services allow messaging and sharing of information in many ways, such as your profile, your ad, links to news articles, blog postings and in emails. Information and content that you share, or post may be seen by other Members, Visitors or others (including off the Services). Where we have made settings available, we will honor the choices you make about who can see content or information (e.g., message content to your addressees, sharing content only to Agora Perks connections, restricting your profile visibility from search engines, or opting not to notify others of your Agora Perks profile update). For you searching local advertised deals, coupons and reward program and related searching activities, we default to not notifying your connections network or the public of your search interest. We are not obligated to publish any information nor share your information with advertisers or promoters outside of our Service, with or without notice.
3. Rights and Limits
3.1. Your License to Agora Perks
You own all the content, feedback, and personal information you provide to us, but you also grant us a non-exclusive license to it. We’ll honor the choices you make about who gets to see your information and content, including how it can be used for ads.
As between you and Agora Perks, you own the content and information that you submit or post to the Services, and you are only granting Agora Perks and our affiliates the following non-exclusive license: A worldwide, transferable and sublicensable right to use, copy, modify, distribute, publish, and process, information and content that you provide through our Services and the services of others, without any further consent, notice and/or compensation to you or others. These rights are limited in the following ways:
1. You can end this license for specific content by deleting such content from the Services, or generally by closing your account, except (a) to the extent you shared it with others as part of the Service and they copied, re-shared it or stored it and (b) for the reasonable time it takes to remove from backup and other systems.
3. We will get your consent if we want to give others the right to publish your content beyond the Services. However, if you choose to share your post as “public”, we will enable a feature that allows other Members to embed that public post onto third-party services, and we enable search engines to make that public content findable though their services.
4. While we may edit and make format changes to your content (such as translating it, modifying the size, layout or file type or removing metadata), we will not modify the meaning of your expression.
5. Because you own your content and information and we only have non-exclusive rights to it, you may choose to make it available to others, including under the terms of a Creative Commons license.
You promise to only provide information and content that you have the right to share, and that your Agora Perks profile will be truthful. You agree to only provide content or information that does not violate the law nor anyone’s rights (including intellectual property rights). You also agree that your profile information will be truthful. Agora Perks may be required by law to remove certain information or content in certain countries.
3.2 Service Availability
We may change, suspend or end any Service, or change and modify prices prospectively in our discretion. To the extent allowed under law, these changes may be effective upon notice provided to you.
3.3 Content, Ads, Promotions and Apps
Your use of others’ content and information posted on our Services, is at your own risk. Others may offer their own products and services through our Services, and we aren’t responsible for those third-party activities.
We have the right to limit how you connect and interact on our Services.
Agora Perks reserves the right to limit your use of the Services, including the number of your connections and your ability to contact other Members. Agora Perks reserves the right to restrict, suspend, or terminate your account if Agora Perks believes that you may be in breach of this Contract or law or are misusing the Services (e.g., violating any of the Dos and Don’ts or Professional Community Policies).
3.5 Intellectual Property Rights
We’re providing you notice about our intellectual property rights. Agora Perks reserves all of its intellectual property rights in the Services. Using the Services does not give you any ownership in our Services or the content or information made available through our Services. Trademarks and logos used in connection with the Services are the trademarks of their respective owners. Agora Perks name, logos and other trademarks, service marks, and graphics, are trademarks or registered trademarks of Agora Perks.
3.6 Automated Processing
We use data and information about you to make relevant suggestions to you and others.
We will use the information and data that you provide and that we have about Members to make recommendations for connections, content and features that may be useful to you. For example, we use data and information about you to recommend customer to you and your product or services. Keeping your profile accurate and up-to-date helps us to make these recommendations more accurate and relevant.
4. Disclaimer and Limit of Liability
4.1 No Warranty
This is our disclaimer of legal liability for the quality, safety, or reliability of our Services.
TO THE EXTENT ALLOWED UNDER LAW, AGORA PERKS AND ITS AFFILIATES (A) DISCLAIM ALL IMPLIED WARRANTIES AND REPRESENTATIONS (E.G. WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, AND NONINFRINGEMENT); (B) DO NOT GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS, AND (C) PROVIDE THE SERVICE (INCLUDING CONTENT AND INFORMATION) ON AN “AS IS” AND “AS AVAILABLE” BASIS.
SOME LAWS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OR ALL OF THESE DISCLAIMERS MAY NOT APPLY TO YOU.
4.2 Exclusion of Liability
These are the limits of legal liability we may have to you. TO THE EXTENT PERMITTED UNDER LAW (AND UNLESS AGORA PERKS HAS ENTERED INTO A SEPARATE WRITTEN AGREEMENT THAT OVERRIDES THIS CONTRACT), AGORA PERKS AND ITS AFFILIATES (AND THOSE THAT AGORA PERKS WORKS WITH TO PROVIDE THE SERVICES) SHALL NOT BE LIABLE TO YOU OR OTHERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFITS OR REVENUES, RELATED TO THE SERVICES (E.G. OFFENSIVE OR DEFAMATORY STATEMENTS, DOWN TIME OR LOSS, USE OF, OR CHANGES TO, YOUR INFORMATION OR CONTENT).
IN NO EVENT SHALL THE LIABILITY OF AGORA PERKS AND ITS AFFILIATES (AND THOSE THAT AGORA PERKS WORKS WITH TO PROVIDE THE SERVICES) EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, AN AMOUNT THAT IS THE LESSER OF (A) FIVE TIMES THE MOST RECENT MONTHLY OR YEARLY FEE THAT YOU PAID FOR A PREMIUM SERVICE, IF ANY, OR (B) US $1,000. THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND AGORA PERKS AND SHALL APPLY TO ALL CLAIMS OF LIABILITY (E.G. WARRANTY, TORT, NEGLIGENCE, CONTRACT, LAW) AND EVEN IF AGORA PERKS OR ITS AFFILIATES HAS BEEN TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE. SOME LAWS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SO THESE LIMITS MAY NOT APPLY TO YOU.
We can each end this Contract anytime we want.
Both you and Agora Perks may terminate this Contract at any time with notice to the other. On termination, you lose the right to access or use the Services. The following shall survive termination:
Our rights to use and disclose your feedback; Members and/or Visitors’ rights to further re-share content and information you shared through the Service to the extent copied or re-shared prior to termination; Sections 4, 6, 7, and 8.2 of this Contract; Any amounts owed by either party prior to termination remain owed after termination. You can Contact us to close your account.
6. Governing Law and Dispute Resolution
In the unlikely event we end up in a legal dispute, AGORA PERKS and you agree to resolve it in Florida courts using Florida law.
For all in and outside of the State of Florida, USA, including those who live outside of the United States: You and AGORA PERKS agree that the laws of the State of Florida, U.S.A., excluding its conflict of laws rules, shall exclusively govern any dispute relating to this Contract and/or the Services. You and AGORA PERKS both agree that all claims and disputes can be litigated only in the federal or state courts in Miami-Dade County, Florida, USA, and you and AGORA PERKS each agree to personal jurisdiction in those courts.
7. General Terms
Here are some important details about the Contract.
If a court with authority over this Contract finds any part of it unenforceable, you and we agree that the court should modify the terms to make that part enforceable while still achieving its intent. If the court cannot do that, you and we agree to ask the court to remove that unenforceable part and still enforce the rest of this Contract. To the extent allowed by law, the English language version of this Contract is binding, and other translations are for convenience only. This Contract (including additional terms that may be provided by us when you engage with a feature of the Services) is the only agreement between us regarding the Services and supersedes all prior agreements for the Services.
If we don’t act to enforce a breach of this Contract, that does not mean that AGORA PERKS has waived its right to enforce this Contract. You may not assign or transfer this Contract (or your membership or use of Services) to anyone without our consent. However, you agree that AGORA PERKS may assign this Contract to its affiliates or a party that buys it without your consent. There are no third-party beneficiaries to this Contract. You agree that the only way to provide us legal notice is at the addresses provided in Section 10.
8. AGORA PERKS “Dos and Don’ts”
8.1. AGORA PERKS Dos
AGORA PERKS is a community of professionals. This list of “Dos and Don’ts” along with our Professional Community Policies limit what you can and cannot do on our Services.
You agree that you will:
• Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements;
• Provide accurate information to us and keep it updated;
• Use your real name on your profile; and
• Use the Advertising and Search Services in a professional manner.
You agree that you will not:
Create a false identity on Agora Perks, misrepresent your identity, create a Member profile for anyone other than yourself (a real person), or use or attempt to use another’s account;
Develop, support or use software, devices, scripts, robots, or any other means or processes (including crawlers, browser plugins and add-ons, or any other technology) to scrape the Services or otherwise copy profiles and other data from the Services;
Override any security feature or bypass or circumvent any access controls or use limits of the Service (such as caps on keyword searches or profile views);
a. Copy, use, disclose or distribute any information obtained from the Services, whether directly or through third parties (such as search engines), without the consent of Agora Perks;
b. Disclose information that you do not have the consent to disclose (such as confidential information of others (including your employer));
c. Violate the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets, or other proprietary rights. For example, do not copy or distribute (except through the available sharing functionality) the posts or other content of others without their permission, which they may give by posting under a Creative Commons license;
d. Violate the intellectual property or other rights of Agora Perks, including, without limitation, (i) copying or distributing our learning videos or other materials or (ii) copying or distributing our technology, unless it is released under open source licenses; (iii) using the words “Agora Perks” or our logos in any business name, email, or URL except as provided in the Brand Guidelines;
e. Post anything that contains software viruses, worms, or any other harmful code;
f. Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services or any related technology that is not open source;
g. Imply or state that you are affiliated with or endorsed by Agora Perks without our express consent (e.g., representing yourself as an accredited Agora Perks trainer);
h. Rent, lease, loan, trade, sell/re-sell or otherwise monetize the Services or related data or access to the same, without Agora Perks consent;
i. Deep-link to our Services for any purpose other than to promote your profile or a Group on our Services, without Agora Perks consent;
j. Use bots or other automated methods to access the Services, add or download contacts, send or redirect messages;
k. Monitor the Services’ availability, performance or functionality for any competitive purpose;
l. Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Services;
m. Overlay or otherwise modify the Services or their appearance (such as by inserting elements into the Services or removing, covering, or obscuring an advertisement included on the Services);
n. Interfere with the operation of, or place an unreasonable load on, the Services (e.g., spam, denial of service attack, viruses, gaming algorithms); and/or
o. Violate the Professional Community Policies or any additional terms concerning a specific Service that are provided when you sign up for or start using such Service.
9. Complaints Regarding Content
Contact information for complaint about content provided by our Members.
We respect the intellectual property rights of others. We require that information posted by Members be accurate and not in violation of the intellectual property rights or other rights of third parties. We provide a policy and process for complaints concerning content posted by our Members.
10. How to Contact Us
Our Contact information. Our Help Center also provides information about our Services. If you want to send us notices or service of process, please contact us: ONLINE OR BY MAIL