These terms of use (“Terms”) describe the terms and conditions for the access and use of the website of Agorai [LTD. or INC.] (collectively referred to hereafter as “Agorai”, “Company”, “we”, “us”, “our” in this Terms of Use) that is accessible at https://agorai.ai (“Website”), and the use of the information made available therein (“Materials”). Materials include any downloadable and non-downloadable information of any language, media type, and format, that is made available on the Website.

1. General

1.1. These Terms apply to everyone who accesses and uses the Website or Materials.

1.2. Your failure to comply with these Terms will result in automatic termination of any rights granted to you, without prior notice, and you must immediately destroy all copies of any downloaded materials and information in your possession or control.

1.3. Additional or different terms, conditions, and notices may apply to specific materials, information, data, products, software, and services offered through this Website. In the event of any conflict, such additional or different terms, conditions, and notices will prevail over these Terms.

1.4. The services and products that may be described on the Website and Materials are only for persons in those countries, states, and jurisdictions where such products and services may legally be sold. Nothing on this Website and Materials shall be considered a solicitation to buy or an offer to sell any products or services to any person in any jurisdiction where such offer, solicitation, purchase, or sale would be unlawful.

2. Access and Use of Website and Materials

2.1. If you access the Website, use any of the Materials, or submit any information through the Website, you agree to be bound by these Terms. If you disagree with these Terms or any part of these Terms, you must not access the Website or use the Materials.

2.2. You must have attained the age of majority as per the applicable laws to access and use the Website. By accessing and using the Website, you represent to us that you have attained majority age as per the applicable laws.

2.3. Agorai reserves the right to monitor all use of and activity on the Website.

2.4. You may use the Materials subject to the following conditions:

a) The Materials are used only for informational purposes
b) The Materials are not modified in any way
c) The Materials are not re-distributed or mirrored without prior authorization from Agorai
d) The Materials are not used in any way that is unlawful, illegal, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.

2.5. We reserve the right to restrict access to the Website or Materials at our discretion; you must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on the Website.

2.6. We reserve the right to remove or modify the Materials at our discretion at any time without any notice to you.

2.7. You must ensure that all the information you supply to us through the Website, is true, accurate, current, complete, and non-misleading or otherwise infringing intellectual property rights of any third party.

3. Intellectual Property Rights
The Website and Materials are the intellectual property and copyrighted works of Agorai or, in some cases, third parties. All rights, title, and interest not expressly granted with respect to the Website and Materials are reserved.

4. Warranty

4.1. This Website and Materials have been developed by Agorai and are provided for informational purposes only.

4.2. Nothing on this Website or in the Materials should be construed as the giving of medical, diagnostic, financial or any other type of advice or recommendation and it should not be relied on as the basis for any decision or action.

4.3. Some of the statements made on the Website and Materials may constitute forward-looking statements within the meaning of the various securities laws.

4.4. TO THE EXTENT PERMITTED BY LAW, THE ACCESS AND USE OF THE WEBSITE AND MATERIALS IS AT YOUR OWN RISK. THE WEBSITE AND THE MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT WITH RESPECT TO THE WEBSITE AND MATERIALS. AGORAI MAKES NO REPRESENTATION OR WARRANTY THAT: (A) THE WEBSITE OR THE MATERIALS WILL MEET YOUR REQUIREMENTS; (B) THE WEBSITE OR THE MATERIALS WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) THE INFORMATION PROVIDED ON THE WEBSITE OR IN THE MATERIALS IS ACCURATE, RELIABLE, OR COMPLETE.

5. Limitation of Liability

5.1. EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT SHALL AGORAI BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR DATA USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM YOUR ACCESS TO, OR USE OF, THE WEBSITE OR THE MATERIALS.

5.2. YOU UNDERSTAND AND AGREE THAT IF YOU ACCESS OR USE THE WEBSITE OR MATERIALS, YOU DO SO AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES THAT MAY RESULT, INCLUDING LOSS OF DATA OR DAMAGE TO YOUR COMPUTER SYSTEMS AND ANY OTHER TECHNICAL DEVICE.

6. Indemnity
You agree to indemnify and hold harmless Agorai, its officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys’ fees and costs, due to or arising out of any information you share with us, your violation of these Terms, in whole or in part, or your violation or infringement of any third party or intellectual property rights.

7. Severability
In the event of a judicial determination that any particular provision of these Terms is invalid or unenforceable, the other provisions shall continue in full force and effect, as far as possible, and such provision shall be changed and interpreted to best accomplish the objectives of such invalid or unenforceable provision within the limits of applicable law or applicable court decisions. In the event of a judicial determination that these Terms are unenforceable according to its terms, these Terms shall be so construed, by limitation of scope or duration or otherwise, as to be enforceable, and shall be enforced as so construed.

8. Entire Agreement
These Terms, in combination with all related policies and guidelines (including but not limited to the Privacy Policy accessible on the Website), incorporated by reference, constitute the entire agreement between you and Agorai and supersede all prior communications, agreements and understandings, written or oral, with respect to the subject matter of these Terms.

9. Minors
“Minors” are individuals under the age of majority in their place of residence as per the applicable laws. Our services are not intended for and may not be used by Minors. We do not knowingly collect information from Minors. To use our Services, you must be the age of legal majority in your place of residence. By using our Services, you hereby represent that you are at least the age of legal majority in your place of residence and as per applicable laws. All information provided to us will be treated as if it was provided by an adult. We will use commercially reasonable efforts to delete information associated with a minor as soon as practicable if we learn that a minor has submitted information about himself/herself to us.

10. Governing Law
These Terms shall be governed and construed in accordance with the laws of the State of New York without giving effect to its principles or rules regarding conflicts of laws. You hereby irrevocably and unconditionally consent to the exclusive jurisdiction of any federal or state court located in New York or the United States District Court for the District of New York for any action, suit or proceeding arising out of or relating to these Terms. You further hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of or relating to these Terms in such courts, and hereby further irrevocably and unconditionally waive any claim, and agree not to plead or claim in any such court, that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

11. Changes to these terms
These Terms are subject to occasional revision at our discretion. We will post new versions of these Terms on this page and are effective as of the date of the posting. If you object to any of the updates made in the latest version, you must cease accessing and using the Website or Materials. Continued access and use of the Website and Materials following updates to the Terms shall indicate your acknowledgement of such updates and agreement to be bound by the terms and conditions of the new Terms.

12. How to contact us
If you have questions, concerns, or complaints about these Terms, please send an email to legal@agorai.ai.