aGora.connect agreement

AGORA.CONNECT AGREEMENT
Last updated: March 2026

This aGora.connect Agreement is entered into between you or the entity you represent ("Customer") or, if you do not designate an entity in connection with the acquisition or renewal of a Subscription, you ("you") and Kherian Soft S.L. ("Kherian", "we", "us", "our", or "ours") and consists of the following terms and conditions, in addition to Kherian's TERMS OF USE AND SALE and PRIVACY STATEMENT (collectively, the "Agreement"). It becomes effective on the date we provide confirmation of your aGora.connect Subscription or on the date your aGora.connect Subscription is renewed, as applicable. The main terms used in this agreement are defined in Section 1.

This document is a translation of the original Spanish version, provided for information purposes only. In the event of any discrepancy or lack of clarity between this translation and the Spanish version, the Spanish version shall prevail.

1 - DEFINITIONS

An "Additional Service" is an additional feature or service that Service Users may Order for an additional subscription price.

An "Affiliate" is any legal entity owned by a party, that owns a party, or shares ownership with a party. For the purposes of this definition, "Ownership" is control over more than 50% of an entity's share capital.

"Customer Software" is any software provided to the Customer related to the Service.

"Content" means all data, including text, sound, or image files and software, that the Customer, its Users, Users of associated accounts (or someone representing them) provides to Kherian through the use of the Service.

"License" represents the rights granted by Kherian to the Customer to copy, install, use, display, and run the Online Service and/or the Customer Software, as well as to gain access to it and/or interact with it in any other way, as applicable, for the Customer's internal business purposes.

By "Kherian" is meant Kherian Soft, S.L. or its Affiliates.

An "Order" represents an order for Services. An Order may include multiple Service Subscriptions.

The "Service" represents all aGora.connect software and services (including pre-launch services and Additional Services) and includes any updates, support, and content (for example, documents and visual and audio information) contained in the Service or made available to the Customer by Kherian during the use of the Service. Kherian Soft may change the Service at any time and for any reason without notice. Technical support will only be provided to the center's administrator users. No technical support will be provided to teacher users, students, or center clients. Any questions or issues from these users regarding the use of the service must be channeled through the administrator users, who will act as the first level of support. Kherian will not handle direct inquiries from end users (teachers, students, or center clients).

"Subscription" is the part of the Order that identifies the specific Services requested and may include the quantity, shipping address, or other User information.

"Term" is the duration of a Subscription.

"Users" are the natural persons linked to the Customer's organization who have the right to use the Services, according to the number of User Licenses acquired by the Customer.

2 - LICENSE GRANT: WHAT THE CUSTOMER MAY USE UNDER THE LICENSE

1. GENERAL

Kherian grants the Customer a License for the Services requested by the Customer, subject to the Customer's obligation to pay and to any rights and limitations described in this Agreement. This License is non-exclusive, non-perpetual, and non-transferable. The ability to use the Services may be affected by minimum system requirements or other factors. Kherian reserves all rights not expressly granted.

2. CUSTOMER SOFTWARE

The Customer may need to install Customer Software to access and use the Service. The Customer may only make copies of the Customer Software for the purpose of providing compatibility with the Service to its Users. Copies must be exact and complete (including intellectual and industrial property notices), and must be made from a physical medium approved by Kherian or a network resource. The Customer may use a third party to make and install such copies but agrees to be responsible for the actions of such third party. The Customer agrees to make reasonable efforts to ensure that its employees, agents, and any other persons permitted to use the customer-software are aware that the customer-software is licensed from Kherian and is subject to the terms of this Agreement. Additional rights and restrictions may accompany the provision of such Customer Software, and the Customer agrees to abide by such additional rights and restrictions.

3. AUTHORIZED USERS

Only natural persons designated by the Customer as authorized may use and access the Service. Only Users with administrator privileges may add additional authorized Users to the Service, up to the total number of User Licenses acquired during the Subscription period. User Licenses may not be shared or used by more than one individual authorized User and may not be reassigned to a new User to replace a currently authorized User whose employment has ended or whose job or role has changed in any way and no longer uses the Service. However, Users with administrator privileges may remove an authorized User from the Service and add a new authorized User to replace the previous one.

4. USE LIMITATIONS

The Customer may not reverse engineer, decompile, or disassemble the Service or Customer Software, except as permitted by applicable law despite this limitation. The Customer may not rent, lease, lend, resell, or present to third parties any Service or Customer Software.

5. FONT COMPONENTS

While using the Service, the Customer may use its fonts to display and print content. The Customer may only: (i) embed the fonts in the content, as permitted by font embedding restrictions; and (ii) temporarily download them to a printer or other output device to print the content.

3 - ORDERS, PRICES, PAYMENTS, RENEWALS AND TAXES

1. ORDERS

The Customer will place an Order for each Service Subscription through any means provided by Kherian for such Order. If the Customer wishes to use the Service for a number of licenses greater than the total number of User Licenses available with the Service level subscribed to, they must subscribe to the corresponding Service level before starting to use it. If the Customer wishes to reduce the total number of Users, they may do so in accordance with the cancellation fees stipulated in Section 4.2. Services added to a Subscription will expire at the end of the Term. All Subscriptions will have a specific Term (e.g., 30 days or 12 months). The Customer may place Orders for its Affiliates under this Agreement and grant administrative rights to its Affiliates to manage the Services. Affiliates may not place Orders under this Agreement. To the extent that the Customer grants rights to its Affiliates, such Affiliates shall be bound by the terms and conditions of this Agreement. The Customer agrees that it is jointly and severally liable for the Services purchased or other actions undertaken by any of its Affiliates or third parties to whom it grants rights under this Agreement.

2. SUBSCRIPTION PRICE

"Subscription Price" is the periodic amount that the Customer is obligated to pay for the Subscription to the Service and the Customer Software. The Customer may be required to pay the Subscription Price in advance, in arrears, or both. Kherian Soft may charge the Customer for more than one billing period at the same time. Subscription Fees are available in the Order or other means provided by Kherian Soft. Payments must be made in accordance with the Order. Changes in the price level do not apply retroactively. Prices for each price level are established at the time the Subscription is first made and apply throughout the Term. Subscription Fees are subject to change at the beginning of any Subscription renewal.

3. RENEWAL

Unless the offer expressly states otherwise, the Customer's Subscription will automatically renew on the expiration date of the Term.

4. NEW AGREEMENT

Before placing a new Order, renewing a Subscription, or otherwise using the Services, upon notice, Kherian may require the Customer to enter into an updated agreement to govern Orders, renewed Subscriptions, or uses occurring from that date forward.

5. THIRD-PARTY REQUESTS

Price and rate plans do not include taxes, telephone or Internet access charges, text messaging to mobile phones, wireless telephone service, and other data transmissions, unless otherwise stated. The Customer is responsible for all incidental expenses and taxes and is legally obligated to pay, among others: any value-added tax, sales or use tax, or other similar taxes that Kherian may charge the Customer according to applicable law. If the law determines that it is necessary to withhold taxes of any kind from payments made by the Customer to Kherian, the Customer may deduct them from the amount due to Kherian and pay them to the corresponding tax authority, provided that the Customer immediately obtains and delivers to Kherian the official receipt for such withholdings, as well as any other document necessary for Kherian to claim the foreign tax credit. The Customer shall ensure that all withheld taxes are the minimum possible under applicable law.

6. REFUNDS

All charges are non-refundable unless expressly stated otherwise, or otherwise provided by law.

7. LATE PAYMENTS

Except to the extent prohibited by law, Kherian may assess a late payment interest if the Customer does not pay on time, regardless of any disputes that may have arisen regarding their billing. The customer must pay such late interests in the manner and at the time Kherian bills them. The late charge will be the lesser of 1% of the unpaid amount each month or the maximum rate allowed by law. Kherian may collect the amounts due through third parties. The Customer shall pay all reasonable costs incurred by Kherian to collect the amounts due. These costs may include reasonable attorney fees as well as other legal costs. Kherian may suspend or cancel the Service if the Customer does not pay in full and on time.

4 - TERM AND TERMINATION

1. TERMINATION BY KHERIAN

Kherian may cancel or suspend the Customer's use of the Service or any part of it, at any time, if the Customer violates the terms of this Agreement, if Kherian believes that the Customer's use of the Service represents a direct or indirect threat to the operation of its network, to its integrity, or to the use of the Service by any other person, or if the law otherwise obligates Kherian. Upon notification by Kherian of any cancellation or suspension, the Customer's right to use the Service shall cease immediately. The cancellation or suspension of the Service due to the Customer's violation of the terms of this Agreement shall not change the Customer's obligation to pay any Subscription fees due for the applicable Term. Kherian may also cancel or suspend the Service for convenience at any time during the Term. Termination or suspension for convenience shall only become effective upon three months' prior notice by Kherian.

2. TERMINATION BY THE CUSTOMER

The Customer may terminate a Subscription at any time during the Term. Termination shall be effective at the end of the periodic Subscription cycle during which the customer terminates the Subscription. The Customer must pay for the period prior to the effective date of termination.

The Customer may reduce the number of User Licenses of a Subscription during the last 30 days of the Term. The reduction of licenses shall be effective immediately and the new price will be applied upon the renewal of the Subscription.

If you place the Order for the Service within a special promotional offer that includes a discount for each User License in the Order and, later, cancel the Subscription (for some or all of the User Licenses obtained with the special promotional offer) before the end of the Term stipulated in the promotional offer, you will have to pay the full discount you received for each User License you cancel within the Subscription.

3. EFFECT OF TERMINATION

In the event of termination or cancellation of the Service by either party for any reason, Kherian may permanently delete the Customer's Content from its servers. Notwithstanding the foregoing, Kherian will maintain the Customer's data for a period of 30 days before deleting it from Kherian's servers. The Customer shall be solely responsible for taking the necessary measures to back up its Content and to ensure the maintenance of its primary business means.

4. WAIVER OF RIGHTS AND OBLIGATIONS

To the extent necessary to implement the termination of this Agreement, both parties waive any rights and obligations provided by applicable law or regulation regarding the possibility of requesting or obtaining court intervention to terminate this Agreement.

5. NO LIABILITY FOR CONTENT DELETION

The Customer acknowledges that, unless expressly stated otherwise in these terms, Kherian shall have no obligation to continue maintaining the Customer's Content, nor to export or return it. The Customer acknowledges that Kherian shall have no liability of any kind for the deletion of the Customer's Content under these terms.

5 - PRIVACY

1. PERSONAL DATA

Personal data collected through the Service may be transmitted, stored, and processed in Spain or any other country in which Kherian or its service providers maintain facilities. This includes personal data that the Customer collects through the Service. By using the Service, the Customer consents to the transmission of personal data outside the Customer's country. The Customer also agrees to obtain sufficient authorization from the individuals who provide Customer personal data, to:

• transmit such data to Kherian and its representatives, and
• allow its transmission, storage, and processing.

If the Customer is an educational institution, the Customer shall be responsible for obtaining consent from parents or guardians for the use of the online service by end users, as required by applicable legislation (EU Regulation 2016/679 - GDPR and Organic Law 3/2018 - LOPDGDD).

2. OUR USE OF CONTENT AND THIRD-PARTY REQUESTS

Content will only be used to provide the Service to the Customer. This may include troubleshooting intended to prevent, detect, and repair issues affecting the operation of the Service and improving features involving the detection of, and protection against, emerging and evolving threats to the User (such as malware or spam).

Kherian will not disclose Content to a third party (including judicial authorities, other public entities, or litigants in civil proceedings; excluding our subcontractors), except as directed by the Customer or unless required by law. In the event that a third party contacts Kherian with a demand for Content, Kherian will attempt to redirect such third party to request it directly from the Customer. As part of this, Kherian may provide basic contact information of the Customer to the third party. If we are compelled to disclose Content to a third party, Kherian will make commercially reasonable efforts to notify the Customer of a disclosure in advance, unless prohibited by law. The Customer shall be responsible for responding to requests from a third party regarding the Customer's use of the Service, such as a request to remove content under the Digital Millennium Copyright Act.

6 - RIGHTS AND USE LIMITATIONS

1. LIMITED WARRANTY

We guarantee connectivity to aGora.connect at least 99% of the time. This warranty and all applicable Service Levels do not apply to performance or availability issues:

• Caused by factors outside our control;
• Originating from your hardware or software or the hardware or software of a third party;
• Caused by your use of a Service after we notified you to modify your use of said Service, if you did not modify your use as notified;
• During the use of pre-launch, beta, and evaluation Services (as determined by us);
• Originating from an unauthorized action or an omission on your part or that of your employees, students, representatives, contractors, or providers, or any person who obtains access to our network with your passwords or your equipment or use of your user licenses; or
• Originating from failure to comply with required configurations, not using supported platforms, and not following acceptable use policies.
• Originating from scheduled maintenance shutdowns or necessary infrastructure updates.

2. CUSTOMER USE. ACCEPTABLE USE POLICY

When using the Service, the Customer shall:

• comply with all legislation;
• comply with any code of conduct or notice provided by Kherian;
• keep their password secret, and
• immediately notify Kherian of any security breach related to the Service or unauthorized access to it, of which they may become aware.

The Customer is not authorized to:

• use the Service in a way that harms Kherian or its Affiliates, resellers, distributors, and/or providers (collectively referred to as "Kherian Associates"), any customer of a Kherian Associate or of the Service, or other Users;
• participate in, facilitate, or promote illegal conduct;
• damage, disable, overburden, or impair the Service (or the networks connected to it), or interfere with the use and enjoyment of the Service by other persons;
• resell or redistribute the Service or any part of it, unless the Customer has an agreement with Kherian that allows them to do so;
• use any part of the Service as a linked destination from commercial messages or unsolicited bulk mailings ("spam");
• use any unauthorized automated service or process to gain access to the Service and/or use it (such as, for example, a robot, a crawler, periodic caching of information stored by Kherian, or "metasearch"), although periodic automated access to the Service for scheduling or report creation is permitted;
• use any unauthorized means to modify or reroute the Service, or attempt to modify or reroute it or circumvent any technical limitation of the Service;
• modify, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to discover any business secret included in the Service or in other technologies or systems used by Kherian to offer the Service, except to the extent that applicable law expressly permits the Customer despite this limitation;
• create Internet "links" to the Service, or replicate or frame any content of the Service so that it appears that the Customer offers all the functionality of the Service as its own service, located on its servers, unless the contracted service allows otherwise;
• develop a product or service using ideas, features, functions, or graphics similar to those of the Service;
• copy ideas, features, functions, or graphics of the Service.

3. SERVICE LIMITS

Kherian may establish limits for the Service. For example, it may limit the number of days the Service will retain any content provided by Kherian, the Customer, or its Users; the number and size of email messages the Customer may send or receive through the Service; the maximum storage space available to the Customer on Kherian's servers; the number of Service accounts to which the Customer may subscribe; the length of time Kherian may keep an inactive Service account (one with which the Customer does not log in to the Service for a long period of time); the number of transactions the Customer may perform through the Service; and the number of asynchronous transactions that may be executed by an organization.

4. THIRD-PARTY SERVICES

Kherian may make third-party services available to the Customer through the Service. Third-party services are the responsibility of such third parties, not Kherian. Third-party service providers may require the Customer to accept additional terms and conditions and/or pay a price to use their services. These additional terms and conditions shall be agreed upon between the Customer and such third parties. Any use of third-party information provided by the Customer as part of their use of the service shall be subject to the privacy practices and statements of such third parties and/or their providers. Kherian recommends that the Customer read the privacy statement of such third-party providers. Kherian is not responsible for the privacy practices or privacy statements of such third-party providers, or their providers.

5. THIRD-PARTY SOFTWARE

The Customer is solely responsible for third-party software installed or used with the Services. Kherian is not a party to nor bound by terms governing the Customer's use of third-party software; the Customer acknowledges that Kherian will direct and control the installation and use of such software with the Service. Kherian will not execute or perform any copy of third-party software licensed by the Customer except to support the Customer's use of the Service. The Customer may not install or use third-party software in any way that could subject Kherian's intellectual property or technology to obligations beyond those included in the Agreement. Kherian has no, and shall have no, obligation to offer technical or other support for any third-party software. Kherian makes no representations or warranties that any third-party software will function correctly with the Service or that it will continue to function after an improvement, update, service patch, support fix, or platform migration has been performed on the Service.

7 - CUSTOMER CONTENT

1. CONTENT

The Customer, its Users, and users of associated accounts may post or store Content on third-party or Kherian websites made available to them through the Service. The Customer will have the possibility to post or provide materials (such as comments) that form part of the Service in a publicly accessible area that allows the Customer to communicate with others. In such case, the terms of use associated with the websites where public access is made available for the Customer to share Content shall apply to the Customer's use. The Customer acknowledges that certain technical processing may be necessary to post Content, store and retrieve Content, meet technical requirements of connection networks, or comply with Service limitations.

2. LINKS TO THIRD-PARTY WEBSITES

The Service may contain links to third-party websites. These third-party websites are not under the control of Kherian. If Kherian has included these links in the Service, they are provided only for your convenience. The inclusion of these links does not imply endorsement by Kherian of any third-party website, service, or product. Kherian reserves the right to disable links to any third-party website that the Customer or others post on the Service.

3. KHERIAN SHALL NOT OWN ANY CUSTOMER CONTENT

The Customer, and not Kherian, shall be solely responsible for the accuracy, quality, integrity, legality, reliability, suitability, intellectual and industrial property, and rights to use such Content. Kherian shall not be responsible for the deletion, correction, destruction, damage, or loss of any Content that the Customer uses with the Service, nor for failure to store it. The Customer guarantees that they have all necessary rights and authorizations over the Content and shall hold Kherian harmless against any third-party claims related to the infringement of intellectual, industrial property, or data protection rights derived from the use of the Service by the Customer or its Users.

8 - ASSOCIATED ACCOUNTS

Only the Customer may use their Service account. However, Kherian may allow the Customer to set up additional member accounts dependent on the Customer's account ("associated accounts"). Kherian may limit associated accounts. The Customer shall be responsible for all activity performed under their Service account, as well as under associated accounts and their passwords. The Customer shall be solely responsible for monitoring the use of their Service account and for any use or misuse of their Service account or the Service derived from the use of passwords or usernames selected by the Customer or issued by them, by associated accounts or third parties. If the Customer is the authorized User of an associated account, the person or entity that granted the Customer access to the Service (the account holder) shall have full control over the Customer's associated account. This control includes the right to terminate the Service, close or alter the Customer's associated account at any time and, in some cases, request and receive information regarding the use of the equipment and the Service in relation to the Customer's associated account. It is the Customer's sole responsibility to inform their Users (employees, collaborators, etc.) about the extent of supervision and access that the center administrator has over their accounts and content.

9 - PRE-RELEASE SERVICE

If the version of the Service Licensed to the Customer is a pre-release or early access version, including its user interface, features, and documentation ("Beta Version"), it may not function in the same way as a final version of the feature or Service. Kherian reserves the right to change or not release a commercial version of any Beta Version of the Service, at any time and without informing the Customer. Such Beta Versions are confidential and the property of Kherian and its providers. For five years following the Customer's subscription to the Beta Version of the Service or the subsequent commercial version of the Service, whichever occurs first, the Customer agrees not to disclose the Beta Version to third parties, nor to use any Beta Version for purposes other than internal ones related to the Customer's use of the Service. The Customer's duty to protect the confidentiality of Beta Versions has a broader term than this Agreement.

The pre-release version of the services is provided "as is," "with all faults," and "as available." The Customer assumes the risk of using a pre-release version of the services. To the maximum extent permitted by law, the Kherian parties provide no warranties, express guarantees, or conditions. Local legislation may grant you additional rights that this Agreement cannot modify. To the extent permitted by law, we exclude any implied warranties and conditions, such as those of merchantability, fitness for a particular purpose, workmanlike effort, non-infringement, and satisfactory quality.

10 - TRIAL PERIOD OFFERS

Your subscription to aGora.connect may start with a free trial period or offer for the Service. The free trial period of your subscription lasts for one month, or the period specified at the time of subscription, and its purpose is to allow new subscribers, and some former ones, to test the service. At the time of enrollment, you will be informed if you are eligible for a free trial.

We will bill your periodic subscription fee to your Payment Method at the end of the free trial period unless you cancel your subscription before the end of said period. The Customer acknowledges that failure to cancel before the end of the trial implies acceptance of the recurring charge. To see the monthly subscription price and the end date of your free trial period, visit our website and log in to your account, click on the 'My subscriptions' link on the 'My account' page. You will not receive any notice from us before your paid subscription begins.

The Service during a trial period is subject to the terms of this Agreement. At the end of the trial period, if the subscription to the Service or Supplementary Services has been cancelled, Kherian will consider the Service terminated, in accordance with Section 4.3 of this Agreement.

11 - CONFIDENTIALITY

Kherian and the Customer shall treat the terms and conditions of this Agreement with confidentiality and shall not disclose them to third parties, except for the purpose of the better fulfillment of the business activity existing between the parties. For public Customers, this Section is subject to the applicable requirements of trade secrets, public records, and other similar laws.

12 - WARRANTIES

1. LIMITED WARRANTY

Kherian warrants that the Services and Customer Software will substantially comply with the description included in the corresponding Kherian user documentation. This limited warranty is subject to the following limitations:

• this limited warranty applies only during the Term, including any extension ("Warranty Period");
• to the extent permitted by law, all implied warranties and conditions shall be effective only during the Warranty Period;
• this limited warranty does not cover issues caused by accident, abuse, or use of the Services in a manner inconsistent with this Agreement, or arising from events beyond Kherian's reasonable control;
• this limited warranty does not apply to issues caused by failure to meet minimum system requirements; and
• this limited warranty does not apply to periods of downtime or other interruptions in access to the Services or any other performance measure provided in an applicable service level agreement.

2. REMEDIES FOR BREACH OF LIMITED WARRANTY

If the Customer notifies Kherian within the Warranty Period that a Service does not meet the limited warranty, then Kherian, at its option, will either (1) refund the amount paid for such Service during (a) the Term or (b) the 12 months prior to the delivery of the notice to Kherian, whichever is less, or (2) update such Service so that it complies with the warranty. These are the Customer's sole remedies for breach of the limited warranty, unless applicable law requires others to be provided.

3. DISCLAIMER OF OTHER WARRANTIES

EXCEPT FOR THIS LIMITED WARRANTY, KHERIAN MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES. KHERIAN EXCLUDES ALL IMPLIED REPRESENTATIONS, WARRANTIES, OR CONDITIONS, PARTICULARLY ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, OR NON-INFRINGEMENT. THESE WARRANTY EXCLUSIONS SHALL APPLY UNLESS APPLICABLE LAW DOES NOT PERMIT THEM.

13 - LIMITATION OF LIABILITY

1. LIMITATION

The aggregate liability of each party under this agreement is limited to direct damages up to the amount paid under this Agreement for the Services that caused such liability during the twelve (12) months prior to the emergence of said liability.

2. EXCLUSION

Neither party shall be liable for indirect, special, incidental, consequential, punitive, or exemplary damages, nor for damages for loss of profits, loss of revenue, business interruption, or loss of business information, even if the party knew that such damages were possible.

3. EXCEPTIONS TO LIMITATIONS

The limits of liability in this Section apply to the extent permitted by applicable law, but do not apply to the violation, by either party, of the intellectual and industrial property rights of the other party.

14 - OTHER CONTRACTUAL CLAUSES

1. NOTICES

You must send notices by mail to the following address:
Kherian Soft, S.L.
Avda. Espronceda, 6A entlo.
12004 Castellón de la Plana
Spain

You agree to receive electronic notices from us, which will be sent by email to the address indicated in the aGora account associated with the aGora.connect Subscription. Notices take effect on the date shown on the return receipt or, in the case of email, when it is sent. You are responsible for ensuring that the email address for the aGora account you provided in the user area is accurate and current, and you agree that any email notice will be effective when sent, whether or not you have received the email.

2. ASSIGNMENT

You may not assign this agreement in whole or in part.

3. SEVERABILITY

If any part of this agreement is held to be unenforceable, the rest shall remain in effect.

4. WAIVER

Failure to enforce any provision of this agreement does not constitute a waiver.

5. AGENCY

You and Kherian are independent contractors. This Agreement does not constitute an agency, partnership, or joint venture.

6. NO THIRD-PARTY BENEFICIARIES

There are no third-party beneficiaries to this agreement.

7. APPLICABLE LAW AND JURISDICTION

This agreement shall be governed by the laws of Spain. For any dispute arising from this agreement, both parties submit to the jurisdiction of the Courts and Tribunals of Castellón de la Plana (Spain), expressly waiving any other jurisdiction that may correspond to them. However, if the Customer is legally considered a consumer, jurisdiction shall be determined according to applicable consumer protection legislation. This choice of jurisdiction does not prevent either party from seeking, in any appropriate jurisdiction, injunctive relief regarding the infringement of its intellectual and industrial property rights.

8. ENTIRE AGREEMENT

This agreement is the entire agreement with respect to its subject matter and supersedes any prior or simultaneous communications.

9. INTERNATIONAL AVAILABILITY

The availability of the Services, including specific features and language versions, varies by country.

10. FORCE MAJEURE

Neither party shall be liable for performance failures due to causes beyond its reasonable control, such as fires, explosions, power outages, earthquakes, floods, storms, strikes, embargos, labor disputes, acts of civil or military authority, wars, terrorism (including cyber terrorism), natural phenomena, acts or omissions of Internet traffic operators, actions or omissions of governmental or regulatory bodies (including the passage of regulations or other government acts affecting the provision of the Services). However, this section shall not apply to your payment obligations under this agreement.

11. MODIFICATIONS

We may modify this agreement at any time by posting a modified version in this legal information section of our website (http://www.agora-erp.com or an alternative site we identify) or by notifying you in accordance with section 14(1). Modified terms related to changes or additions to the Product or required by law will take effect immediately, and by continuing to use the Services, you will be bound by the modified terms. All other modified terms will take effect after the renewal (including automatic renewal) of an existing Subscription or an order for a new Subscription.

12. CONTRACTUAL AUTHORITY

If you are an individual accepting these terms on behalf of a legal entity, you represent that you have the legal authority to enter into this Agreement on behalf of that entity.

13. WAIVER OF RIGHTS TO CANCEL ONLINE ACQUISITIONS

To the maximum extent permitted by applicable law, you waive your rights to cancel acquisitions under this agreement pursuant to any law governing distance selling or electronic or online contracts, as well as any rights or obligations regarding prior information, subsequent confirmation, withdrawal rights, or cooling-off periods.