Terms of use

Last Revised: November 15, 2021

Welcome to Agora, a software-as-a-service (SaaS) solution for management of investment related information (the “Software”); and to our website available at www.agorareal.com (the “Website”). The Software and Website together with its domains, subdomains, Content, Marks as well as any services, features and content made available to you thereon; are collectively referred to as: the “Platform”. PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCESSING AND/OR USING ANY PART OF THE PLATFORM.

By using any part of the Platform, you expressly acknowledge and agree that you are entering into a legal agreement with Agora Real Estate Technologies Ltd. (“Agora”, “we”, “us” or “our”) and have understood and agreed to comply with, and be legally bound by, the following terms and conditions (the “Terms”). You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. If you do not agree to be bound by these Terms, please do not use any part of the Platform.

1. Background. The Platform is operated and exclusively owned by Agora Real Estate Technologies Ltd. We provide the Platform to investment funds, investment houses, financial institutions and other bodies who manage investments, (“Customers”). Our Customers provide access to the Platform to individual investors (“End-Users”), in order for such End Users to be able to access and view their financial information and perform various administrative tasks relating to their investments on the Platform such as uploading identification documentation. Our Customers also provide access to the Platform to their personnel who are authorized to manage the Customer's use of the Platform (“Admin Users”). End Users and Admin Users are together “Users” or “you”. 

2. Consent and Modification. By using this Platform, you signify your assent to these Terms. These Terms apply to all users of the Platform. If you do not agree to these Terms then please do not access or otherwise use the Platform. We reserve the right, at our discretion, to change these Terms at any time, and your continued use of the Platform thereafter means that you accept those changes. By using this Platform, you commit to comply with applicable laws and regulations.

3. Ability to Accept Terms. The Platform is designed and intended for use by Users who are of legal capacity to create a binding legal agreement and who are not barred from receiving services under the laws of their jurisdiction (“Legal Capacity”). Accordingly, if you are not of Legal Capacity, you are not allowed to use the Platform without your parent or legal guardian. Be aware that we are not and shall not be held liable for any breach of this requirement. 

4. Platform License. Subject to the terms and conditions of these Terms, we hereby grant you a personal, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable license (“License”) to: (i) download, install and use the Platform on your personal computer, mobile telephone or any other electronic device (“Device”) that you own or control; and (ii) access and use the Platform on that Device in accordance with these Terms. 

5. License Restrictions. You shall not: (i) copy, distribute or modify any part of the Platform without our prior written authorization; (ii) use, modify, create derivative works of, transfer (by sale, resale, license, sublicense, download or otherwise), reproduce, distribute, display or disclose the Platform and\or Content (as defined below), except as expressly authorized herein; (iii) make the Platform available over a network where it could be used by multiple devices owned or operated by different people at the same time; (iv) disrupt servers or networks connected to the Platform; (v) use or launch any automated system (including without limitation, “robots” and “spiders”) to access the Platform; (vi) use any communications systems provided by the Platform to send unauthorized and/or unsolicited commercial communications; (vii) circumvent, disable or otherwise interfere with security-related features of the Platform or features that prevent or restrict use or copying of any Content or that enforce limitations on use of the Platform; (viii) remove, alter or obscure any copyright, trademark, or other Agora proprietary notices from the Platform; (ix) disassemble, reverse engineer, decompile, decrypt, or attempt to derive the source code of, the Platform; (x) use the Agora name, logo or trademarks without our prior written consent; and/or (xi) use the Platform to violate any applicable laws, rules or regulations, or for any unlawful, harmful, irresponsible, or inappropriate purpose, or in any manner that breaches these Terms. Customers who enable and/or provide access to the Platform to their Users, shall ensure such Users shall comply with these Terms and shall be responsible for any failure on behalf of such Users to comply with such Terms. 

6. Operating Instructions. Please carefully read the operating instructions which appear in the Platform. If you are a User, please make sure you carefully review and understand these instructions. If you are a Customer, you are required to make sure that your applicable Users understand and comply with, Agora’s operating instructions before enabling use of the Platform by any of your Users. 

                 6.1 General instructions

7. No Financial Advice. We do not offer any financial advice or predictions and do not provide investment management services. Nothing in the Platform shall be deemed or constitute financial advice. The Platform is not intended to substitute any professional financial advice and the reliance on any information provided via the Platform is made solely at your own risk and you are solely responsible for any decisions or actions you take based on the information and materials made available through the Platform. 

8. Account. 

                  8.1 In order to use some of the services provided by the Platform, you are required to create an account (“Account”). If you are an Admin User, you will be provided with permission to create Accounts for End Users. You agree not to create an Account for anyone else except for End Users and to only create Accounts as instructed by the Customer; and not to use any End User's Account without the explicit permission of the Customer.

                  8.2 If you are an End User, you will receive a link to activate your Account from the Admin User . When creating your Account, you must provide accurate and complete information. You are solely responsible for the activity that occurs in your Account, and you must keep your Account username and password secure. All Users must notify Agora immediately of any breach of security or unauthorized use of their Account. As a User, as between you and Agora, you are solely responsible and liable for the activity that occurs in connection with your Account. If you wish to delete your Account you may send an email request to Agora at support@Agorareal.com

9. Feedback. You may provide Agora with feedback regarding the Platform (“Feedback”). Agora shall receive full ownership of all such Feedback and shall be free to use and/or incorporate into the Platform any such Feedback. Agora may freely use, disclose, reproduce, license, distribute, commercialize and create derivative works of the Feedback in any Agora products, technology, services, specification or other documentation and you are not entitled to any benefit or rights from such use, including royalties, attribution, etc. 

10. Suspension or Termination of your Account

                 10.1 Suspension due to non-payment by the Customer. The Customer you are affiliated with is responsible to pay the applicable fees for our Services according to the commercial agreement between us and the Customer, in order for you to have access to the Platform. Please be aware that any failure of the Customer you are affiliated with to pay applicable charges to us may result in your access to the Platform being suspended or terminated. Agora shall not be liable to you in any way for the Customer's failure to provide you with the Platform. 

                  10.2 Suspension or deletion due to Customer's instructions. Customer may select to suspend or close your Account due to any violation of any agreement you have with the Customer or any improper or illegal activity or for any other reason at Customer's discretion. Agora shall not be liable to you in any way for the Customer's decision to suspend or close your Account to the Platform.

                   10.3 Closing your Account. If you wish to cancel your Account, you must contact your Customer. We are not authorized to de-activate your Account without the permission of the Customer except subject to a court order or an instruction of a competent authority. 

11. Updates and Upgrades; Support 

                    11.1 We may from time to time provide updates or upgrades to the Platform (each a “Revision”), but are not under any obligation to do so.  Such Revisions will be supplied according to our then-current policies, which may include automatic updating or upgrading without any additional notice to you. You consent to any such automatic updating or upgrading of the Platform. All references herein to the Platform shall include Revisions. These Terms shall govern any Revisions that replace or supplement the original Platform, unless the Revision is accompanied by a separate license agreement which will govern the Revision.

                    11.2 During the term of these Terms, Agora shall make reasonable efforts to provide you assistance via telephone, chatbot or email to answer any questions or concerns relating to the Platform. Additionally, if Agora determines that in order to provide you such support it must do so by accessing the Platform remotely. You hereby provide your consent and grant Agora the right to access the Platform remotely, including any associated computer equipment on which the Platform is installed. Notwithstanding the foregoing, Agora shall not be responsible for providing support, maintenance or field service for the Platform.

12. Intellectual Property Rights 

                     12.1 Content and Marks. The (i) content on the Platform, including without limitation, the text, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (collectively, the “Content”), and (ii) trademarks, service marks and logos contained therein (“Marks”), are the property of Agora and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. “Agora”, the Agora logo, and other marks are Marks of Agora or its affiliates. All other trademarks, service marks, and logos used on the Platform are the trademarks, service marks, or logos of their respective owners. We reserve all rights not expressly granted in and to the Platform and the Content. 

                     12.2 Use of Content. Content on the Platform is provided to you for your personal use only and may not be used, modified, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the Content you must retain all copyright and other proprietary notices contained therein. 

13. Information Description. We attempt to be as accurate as possible. However, we cannot and do not warrant that the Content available on the Platform is accurate, complete, reliable, current or error-free. We reserve the right to make changes in or to the Content, or any part thereof, in our sole judgment, without the requirement of giving any notice prior to or after making such changes to the Content. Your use of the Content, or any part thereof, is made solely at your own risk and responsibility.

14. Disclosure. We reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Platform, and your use thereof, as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request; (ii) enforce these Terms, including to investigate potential violations of them; (iii) detect, prevent or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect the rights, property or safety of Agora, its users or the public. 

15. Privacy. When you use the Platform, you will provide us with "Personal Information” (as defined in our privacy policy which is available at https://www.agorareal.com/privacy-policy (the “Privacy Policy”)). We will use any Personal Information that we may collect or obtain in connection with your use of the Platform in accordance with our privacy policy which is available at https://www.agorareal.com/privacy-policy (the “Privacy Policy”) and the terms of our agreement with the Customer. You agree that we may use Personal Information that you provide or make available to us in accordance with the Privacy Policy. In addition, if you wish to access your Personal Information that we process, we will refer your request to the Customer you are affiliated with and we will comply with your request in accordance with the instructions of the Customer. For additional information about your rights in relation to the Personal Information processed by us please see the “Your Rights” section in our Privacy Policy https://www.agorareal.com/privacy-policy (the “Privacy Policy”)  and/or the privacy policy of the Customer. In addition, Agora is entitled to create and use aggregated, statistical information derived from the Users' data and which does not identify the User, without limitation.

16. Warranty Disclaimers 

                         16.1 This Section applies whether or not the services provided under the Platform are for payment. Applicable law may not allow the exclusion of certain warranties, so to that extent certain exclusions set forth herein may not apply. 

                          16.2 THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. AGORA HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. AGORA DOES NOT GUARANTEE THAT THE PLATFORM WILL BE FREE OF BUGS, SECURITY BREACHES, OR VIRUS ATTACKS. THE PLATFORM MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. YOU AGREE THAT AGORA WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS. WE DO NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, PRODUCT, OR SERVICE THAT IS FEATURED OR ADVERTISED ON THE PLATFORM BY A THIRD PARTY.

                        16.3 EXCEPT AS EXPRESSLY STATED IN OUR PRIVACY POLICY, AGORA DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SECURITY OF ANY INFORMATION YOU MAY PROVIDE OR ACTIVITIES YOU ENGAGE IN DURING THE COURSE OF YOUR USE OF THE PLATFORM.

17. Limitation of Liability 

                        17.1 TO THE FULLEST EXTENT PERMISSIBLE BY LAW, AGORA SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND, OR FOR ANY LOSS OF DATA, REVENUE, PROFITS OR REPUTATION, ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE PLATFORM, EVEN IF AGORA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you.

                        17.2 IN NO EVENT SHALL THE AGGREGATE LIABILITY OF AGORA FOR ANY DAMAGES ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE PLATFORM EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY THE CUSTOMER TO AGORA FOR USING THE PLATFORM DURING THE THREE (3) MONTHS PRIOR TO BRINGING THE CLAIM. 

18. Indemnity. You agree to defend, indemnify and hold harmless Agora and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of, or inability to use, the Platform; or (ii) your violation of these Terms.

19. Term and Termination. These Terms are effective until terminated by Agora or you. Agora, in its sole discretion, has the right to terminate these Terms and/or your access to the Platform, or any part thereof, immediately at any time and with or without cause (including, without any limitation, for a breach of these Terms). Agora shall not be liable to you or any third party for termination of the Platform, or any part thereof. If you object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Platform in any way, your only recourse is to immediately discontinue use of the Platform. Upon termination of these Terms, you shall cease all use of the Platform. This Section 19 and Sections ‎‎12 (Intellectual Property Rights), ‎15 (Privacy), ‎16 (Warranty Disclaimers), ‎‎17 (Limitation of Liability), ‎18 (Indemnity), ‎‎20 (Assignment) and ‎21 (General) shall survive termination of these Terms.

20. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Agora without restriction or notification to you. 

21. General. Agora reserves the right to discontinue or modify any aspect of the Platform at any time. These Terms and the relationship between you and Agora shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its principles of conflict of laws. You agree to submit to the personal and exclusive jurisdiction of the courts located in Tel-Aviv, Israel and waive any jurisdictional, venue, or inconvenient forum objections to such courts, provided that Agora may seek injunctive relief in any court of competent jurisdiction. These Terms shall constitute the entire agreement between you and Agora concerning the Platform. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE PLATFORM MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

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