AGORA.CLOUD AGREEMENT
Last updated: March 2026
This aGora.cloud Agreement is between you or the entity you represent, or if no such entity is designated by you in connection with a Subscription purchase or renewal, you individually ("you") and Kherian Soft S.L. ("Kherian", "we", "us", or "our") and consists of the below terms and conditions, as well as the TERMS OF USE AND SALE and the PRIVACY POLICY of Kherian (together, the "Agreement"). It is effective on the date we provide you with confirmation of your aGora.cloud Subscription or the date on which your Subscription is renewed as applicable. Key terms are defined in Section 9.
The whole text of the present AGORA.CLOUD AGREEMENT, as well as the documents derived from it, including those in the Annexes, have been written in Spanish and English, both versions being deemed authentic, but for legal purposes the text in Spanish is to be given priority of interpretation.
1 - USE OF THE SERVICES
1. RIGHT OF USE
We grant you the right to access and use the Services and to use the Software included with your Subscription, as further described in this agreement.
2. ACCEPTABLE USE
You may use the Product only in accordance with the terms of this Agreement. You may not reverse engineer, decompile, disassemble, or bypass the technical limitations of the Product except to the extent that applicable law permits despite these limitations. You may not disable, alter, or otherwise attempt to circumvent any billing mechanism that measures your use of the Product. You may not rent, lease, lend, resell, transfer, or sublicense the Product or any part thereof to third parties.
3. END USERS
Under this agreement, you will control access by End Users and will be responsible for their use of the Product. For example, you will ensure that End Users comply with the Acceptable Use Policy.
4. CLIENT DATA
You will be solely responsible for the content of all Client Data. You will obtain and maintain all necessary rights to Client Data for us to provide the Services to you without infringing the rights of any third party or otherwise creating an obligation for Kherian to you or any third party. Kherian does not and will not assume any obligations with respect to Client Data or your use of the Products, except as specifically set forth in this Agreement or as required by applicable law.
5. NON-KHERIAN PRODUCTS
We may make Non-Kherian Products available to you through aGora.cloud or other means. The use of any Non-Kherian Product will be governed by separate terms between you and the third party providing the Non-Kherian Product. For your convenience, Kherian may include charges for the Non-Kherian Product as part of your Services billing. However, Kherian assumes no responsibility for any Non-Kherian Product.
You will be solely responsible for any Non-Kherian Product you use with the Services. We are not a party to and are not bound by any of the terms governing your use of any Non-Kherian Product.
If you use any Non-Kherian Product with the Services, then you, not Kherian, will direct and control the use of such Product with the Services through your actions. We will not run or make copies of Non-Kherian Products outside of our relationship with you.
If you use any Non-Kherian Product with the Services, you may not do so in a manner that subjects our intellectual property or technology to obligations beyond those included in this Agreement.
6. ACCESS SECURITY AND CREDENTIALS
Access to aGora.cloud RemoteApps is provided exclusively through a secure gateway (RD Gateway).
Custody of Credentials: The Client is solely responsible for the confidentiality of their End Users' passwords. The use of high-complexity passwords is required.
Device Security: The Client must ensure that access devices have updated operating systems and active antivirus protection. Kherian shall not be liable for intrusions resulting from malware on the Client's local devices.
Technical Evolution: Kherian reserves the right to implement additional identity validation measures, such as Multi-Factor Authentication (MFA). The Client agrees to comply with the technical requirements for device linking whenever Kherian requires it for security reasons.
7. UPDATES
We may make changes to the Services periodically. We will notify you three (3) months in advance before removing any feature or functionality, unless an expedited removal is necessary due to security, legal, or system performance requirements.
2 - SECURITY, PRIVACY AND DATA PROTECTION
1. SECURITY
We maintain appropriate technical and organizational measures, internal controls, and data security routines intended to protect Client Data from accidental loss or change, unauthorized disclosure or access, or unlawful destruction. You are solely responsible for configuring your Client Solution to ensure adequate security, protection, and physical backup of Client Data.
2. PRIVACY AND COMPLIANCE (GDPR)
Kherian will process Client Data as a Data Processor under Regulation (EU) 2016/679 (GDPR).
Location: Data will be stored in high-availability centers within the European Economic Area.
Purpose: Processing will be strictly limited to the provision of technical service and support for aGora.cloud.
Rights: Kherian will assist the Client, to the extent technically possible, in responding to requests for the exercise of data subjects' rights (access, rectification, erasure).
3. OWNERSHIP OF CLIENT DATA
Except for the Software we license to you, as between the parties, you retain all rights, title, and interest in and to Client Data. We acquire no rights in Client Data, other than those adequate to host the Client Data within the Services, including the right to use and reproduce Client Data solely as necessary to provide the Services.
4. USE OF CLIENT DATA
We will use Client Data only to provide the Services. This use may include troubleshooting to prevent, find, and fix problems with the operation of the Services. It may also include improving features to find and protect against threats to users. We will not use Client Data or extract information from it for advertising or other commercial purposes without your consent.
5. THIRD-PARTY REQUESTS
We will not disclose Client Data to a third party (including judicial authorities, other public entities, or litigants in civil proceedings; excluding our subcontractors), except as directed by you or unless required by law. Should a third party contact us with a demand for Client Data, we will attempt to redirect that third party to request the data directly from you. As part of this effort, we may provide your basic contact information to the third party. If we are compelled to disclose Client Data to a third party, we will notify you immediately and provide a copy of the demand, unless prohibited by law. You are responsible for responding to third-party requests regarding your use of the Services, such as requests to remove content under Regulation (EU) 2016/679 (GDPR).
6. SUBCONTRACTORS
We may hire other companies to provide limited services on our behalf, such as customer technical support. Such subcontractors will be permitted to obtain Client Data only to deliver the services for which we have hired them, and they are prohibited from using such data for any other purpose. We will be responsible for our subcontractors' compliance with the obligations set forth in this agreement.
7. COMPLIANCE WITH LAW
We will comply with all laws applicable to our provision of the Services, including applicable security breach notification laws, but excluding any law applicable to you or your industry that is not generally applicable to information technology service providers. You will comply with all laws applicable to your Client Solution, Client Data, and your use of the Services, including any law applicable to you or your industry.
3 - PURCHASING SERVICES
1. ORDERS
By requesting or renewing a subscription, you agree to the Offer Details for that Subscription offer. Unless otherwise specified in those offer details, the Services are offered "as available" and we do not guarantee that a specific amount of Services will be available at the time of order. You may place orders for your Affiliates under this agreement and grant your Affiliates administrative rights to manage the subscription; however, Affiliates may not place orders under this agreement. If you grant rights to Affiliates regarding your subscription, such Affiliates will be bound by this agreement and you agree to be individually and jointly responsible for any actions of such Affiliates in connection with their use of the Products.
2. PRICES AND PAYMENT
Payments are due and must be made in accordance with the Offer Details for your Subscription. During the Term of your Subscription, Service prices will not increase, regarding the Subscription, relative to those published on the Portal at the time of the start or renewal of your commitment period, except for Non-Kherian Products, for which we have no control over pricing. All prices are subject to change at the beginning of any Subscription renewal.
3. RENEWAL
Upon renewing the Subscription, this agreement will terminate and your Subscription will thereafter be governed by the terms and conditions set forth in the "aGora Store" on the date your Subscription is renewed (the "Renewal Period"). If you do not accept the Renewal Period, you may decline to renew your Subscription.
The Subscription will automatically renew at the end of each contracting period until the termination of the Subscription.
4. TAXES
Prices exclude taxes. You must pay any value-added tax, goods and services tax, sales tax, or similar taxes due with respect to any order placed under this agreement that we are permitted to collect from you under applicable law. You will be responsible for any stamp tax and all other taxes you are legally obligated to pay, including taxes arising from the delivery of Products to your Affiliates.
4 - TERM, TERMINATION AND SUSPENSION
1. AGREEMENT TERM AND TERMINATION
This agreement will remain in effect until the expiration, termination, or renewal of your Subscription, whichever occurs first.
2. SUBSCRIPTION TERM AND TERMINATION
You may terminate this Subscription at any time during its Term; however, you must pay all amounts due and owed prior to the termination taking effect, and no refunds will be provided.
3. BACKUPS AND FINALIZATION
Export Obligation: Independent of Kherian's infrastructure backups, the Client has a contractual obligation to perform regular exports of their critical data outside of the cloud platform.
Cessation of Access: Upon termination of the subscription, access to RemoteApps will be immediately disabled, and Kherian will proceed with the decommissioning of the assigned computing resources.
Post-Termination Backup Custody: Kherian will retain a backup copy of the data for 15 calendar days following the cancellation. During this period, the Client may request the delivery of their data in writing (service subject to a technical management fee).
Permanent Deletion: After the 15-day period, Kherian will perform the physical and irreversible deletion of all information, being exonerated from any liability for the loss thereof.
4. REGULATIONS
In any country where a current or future regulation or requirement applies to us, but not generally to companies operating there, poses a difficulty for us to operate the Services without modification, and/or leads us to believe that this Agreement or the Services may conflict with that regulation or obligation, we may modify the Services or terminate this Agreement. If we use this Section 4(4) of the Agreement to modify the Services, you may terminate this Agreement.
5. SUSPENSION
We may suspend your use of the Services if: (1) it is reasonably necessary to prevent unauthorized access to Client Data; (2) you fail to pay the amounts due under this Agreement; or (3) you do not comply with the Acceptable Use Policy or violate other terms of this agreement. If one or more of these conditions occur, then:
Suspension will apply to the minimum necessary part of the Services and will only be in effect as long as the condition or need exists. We will notify you prior to the suspension, except when we reasonably believe that an immediate suspension is necessary. We will notify you at least 15 days prior to a suspension for non-payment. If you do not fully address the reasons for the suspension within 60 days after the suspension, we may terminate your Subscription and delete your Client Data without a retention period. We may also terminate your account if your use of the Services is suspended more than twice in a twelve (12) month period.
5 - WARRANTIES
1. LIMITED WARRANTY
We guarantee 99% annual availability, subject to the following conditions:
Maintenance Windows: A preferred window for critical updates is established on Sundays between 16:00 and 23:00 (CET). Other maintenance will be notified with 24 hours' notice.
Exclusions: Downtime of the Client's internet provider or failures in their local equipment or firewalls shall not count as lack of availability. Furthermore, periods during which our server hosting provider (Arsys internet S.L.U.) performs updates on its servers to maintain the security of the platform environment for all applications and machines shall not count as lack of availability.
2. EXCLUSIONS FROM LIMITED WARRANTY
This limited warranty is subject to the following limitations:
- any implied warranty or condition that cannot be excluded as a matter of law shall be limited to a duration of one (1) year from the start of the limited warranty;
- this limited warranty does not cover problems caused by accident, abuse, or use of the Products in a manner contrary to this agreement or our published documentation or guidance, or resulting from events beyond our reasonable control;
- this limited warranty does not apply to problems caused by any failure to meet minimum system requirements;
- this limited warranty does not apply to Previews, Beta Versions, or free offers;
DISCLAIMER OF LIABILITY. Except for this warranty, we provide no express, implied, statutory, or other warranties, including warranties of merchantability or fitness for a particular purpose. These disclaimers shall apply except to the extent that applicable law does not permit them.
3. CYBERATTACK EXEMPTION
Ransomware: Kherian shall not be liable for the loss or encryption of data due to malware attacks introduced through the Client's session.
Brute Force: Kherian is not responsible for intrusions resulting from the Client's negligent management of passwords.
Emergency Suspension: Kherian may immediately suspend access if malicious activity is detected in a connection to protect the integrity of the platform.
6 - 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 gave rise to such liability during the twelve (12) months prior to the occurrence of such liability.
2. EXCLUSION
Neither party shall be liable for indirect, special, incidental, consequential, punitive, or exemplary damages, or 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 other party's intellectual property rights.
7 - SOFTWARE
7 - SOFTWARE
1. SOFTWARE PROVIDED FOR USE ON DEVICES
If the Software is provided to you with its own proprietary license terms, those terms shall govern. If the Software does not have its own license terms, then you may use any number of copies of the Software on your devices with the Services. This section does not apply to the Software detailed in section 7(2).
2. SOFTWARE PROVIDED FOR USE WITHIN THE SERVICES
We may provide you with the option to run Software within the Services. Your use of the Software will be subject to Kherian's proprietary license terms provided with the Software, as modified below:
You may use such Software only within the Services and only in conjunction with the permitted use of any applicable Services role. To the extent there is any conflict between this paragraph and the proprietary license terms contained in the Software, this paragraph shall govern.
You shall have no other rights under the Software license terms or under this agreement to run the software (for example, you may not run or install copies of the Software on servers or other devices at your premises, unless you obtain a separate license to do so).
3. EFFECT OF TERMINATION OR EXPIRATION ON SOFTWARE
If this agreement or the related Subscription terminates or expires and you do not choose a full acquisition option available for the Software, then you must delete all copies of the Software and destroy any associated physical media.
4. THIRD-PARTY SOFTWARE
The Service may contain proprietary programs from third parties that are licensed under separate terms presented to you. The software may also contain third-party open-source programs that Kherian, and not the third party, licenses to you under Kherian’s license terms. Third-party notices, if any, for those open-source programs are included for informational purposes only.
8 - 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.cloud 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 provided in the user area is accurate and current, and you agree that any notice by email 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 unenforceable, the rest shall remain in full force and effect.
4. WAIVER
The 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. If we bring any action to enforce this agreement, we will do so in the jurisdiction where you have your headquarters. If you bring an action to enforce this agreement, you shall do so in Spain. This choice of jurisdiction does not prevent either party from seeking, in any appropriate jurisdiction, injunctive relief regarding the infringement of its intellectual property rights.
8. ENTIRE AGREEMENT
This agreement is the entire agreement with respect to its subject matter and supersedes any prior or contemporaneous 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, war, terrorism (including cyber-terrorism), natural phenomena, acts or omissions of Internet traffic operators, or actions or omissions of governmental or regulatory bodies. 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 8(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 upon 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 VOID ONLINE PURCHASES
To the maximum extent permitted by applicable law, you waive your rights to void purchases under this agreement pursuant to any law governing distance selling or electronic/online contracts, as well as any rights or obligations regarding prior information, subsequent confirmation, withdrawal rights, or cooling-off periods.
9 - DEFINITIONS
Any reference to "day" in this agreement shall mean a calendar day.
"Acceptable Use Policy" refers to the following list of prohibited uses of the Services:
Neither you nor anyone accessing the Services through you may use the Services:
- in a manner prohibited by law, regulation, or administrative order or decree;
- to violate the rights of others;
- to attempt unauthorized access to or attack any service, data, account, or network, by any method;
- to falsify any protocol or email header information (e.g., "spoofing");
- to send unsolicited mail or distribute malware;
- in a way that could harm them or hinder their use by other users;
- or for any high-risk use (where a failure or fault of the Services could cause death or serious bodily harm to any person or serious physical or environmental damage);
"Affiliate" means any legal entity that is owned by a party, owns a party, or is under common ownership with a party. For the purposes of this definition, "ownership" means control of more than 50% of the share capital of an entity.
"Client Data" refers to all data, including all text, sound, software, or image files that you, someone on your behalf, or your Affiliates input through the use of the Services.
"Client Solution" refers to any application you run in connection with the Services.
"End User" refers to any user of a Client Solution or any person authorized by you to access Client Data hosted in the Services or who uses the Services.
"Non-Kherian Product" refers to any software, data, service, website, or other product licensed, sold, or provided to you by an entity other than us, whether obtained through our Product or otherwise.
"Offer Details" refers to the price and related terms applicable to an aGora.cloud Subscription, as published in the aGora Store.
"aGora Store" refers to the online portal from which you purchase a Subscription at www.agora-erp.com or an alternative site we identify.
"Privacy Statement" refers to Kherian's Legal notice, privacy policy, and cookies, published at www.agora-erp.com or an alternative site we identify.
"Product" refers to any Service or Software.
"Services" refers to one or more of the aGora.cloud Services or features that Kherian makes available to you under this agreement.
"Software" refers to the Kherian software provided to you as part of the Services, for use with the Services.
"Subscription" refers to an enrollment to obtain Services for a defined Term, as specified in the "aGora Store" during your purchase. You may purchase multiple subscriptions, which may be managed separately and will be governed by the terms of a separate aGora.cloud Agreement.
"Term" refers to the duration of a Subscription (e.g., 30 days or 12 months).
"We," "us," and "our" refer to Kherian Soft S.L. and its affiliates, as applicable.
"You" and "your" refer to the entity entering into this agreement to use the Product.
APPENDIX TO THE AGORA.CLOUD AGREEMENT
Data Processing Agreement
This Data Processing Agreement ("DPA") supplements the terms of the aGora.cloud Agreement.
1. DEFINITIONS
In this DPA, "Client" refers to the entity that has entered into the aGora.cloud Agreement with Kherian. Capitalized terms used in this DPA but not defined herein shall have the same definition as in the aGora.cloud Agreement and all documents that expressly modify or supplement such terms (collectively, the "Agreement"). Terms not defined in this DPA or the Agreement shall have the meaning assigned to them in the GDPR.
2. ROLES OF THE PARTIES
For the Services, Kherian is a data processor (or sub-processor) acting on behalf of the Client. As a data processor (or sub-processor), Kherian will only act according to the Client's instructions. The Agreement shall constitute the Client's final and complete instructions to Kherian for the processing of Client Data.
3. DURATION OF DATA PROCESSING
Kherian will process Client Data during the period of its provision of the Services to the Client. Upon the expiration or termination of the Client's use of the Services, the Client may extract Client Data, and Kherian will delete such data as stipulated in the Agreement.
4. SCOPE AND PURPOSE OF DATA PROCESSING
The scope and purpose of the processing of Client Data provided by the Client to Kherian through the use of the Services are described in the Agreement. Kherian will only process such Client Data for the purpose of providing the Services and performing its obligations in accordance with the Agreement.
5. TECHNICAL AND ORGANIZATIONAL SECURITY MEASURES
Kherian will take technical and organizational measures to help protect Client Data against unauthorized access, use, or disclosure.
6. CORRECTION, DELETION, AND BLOCKING OF CLIENT DATA
During the provision of Services by Kherian to the Client, Kherian, at its option and as necessary under applicable law implementing Article 12(b) of the Data Protection Directive: (1) will provide the Client with the ability to correct, delete, or block the Client Data provided to Kherian through the use of the Services or (2) will perform such corrections, deletions, or blockings on behalf of the Client.
7. KHERIAN PERSONNEL
Kherian personnel will not process Client Data without authorization. Upon assuming their duties, such personnel shall have the obligation to maintain confidentiality. The obligation of confidentiality shall continue after the employment relationship has ended.
8. TRANSFER OF CLIENT DATA; SUBCONTRACTORS
Subject to any restrictions set forth in the Privacy Statement, the Client appoints Kherian to transfer, store, and process Client Data that Kherian processes on behalf of the Client in Spain or any other country where Kherian or its Affiliates provide the Services. Kherian may also engage other companies to provide limited services on its behalf, such as providing technical customer support. Such subcontractors are prohibited from using personal data for any purpose other than providing the services for which Kherian has engaged them. Kherian is responsible for its subcontractors' compliance with the obligations of this DPA. The Client consents to Kherian transferring Client Data to subcontractors in Spain or any other country where Kherian provides services as described herein. Except as set forth above, as agreed between Kherian and the Client, or as required by law, Kherian will not transfer to any third party (not even for storage purposes) personal data provided by the Client to Kherian through the use of the Services.
9. TERM
This DPA is concurrent with the aGora.cloud Agreement to which this DPA is attached.
