Terms of Use

New version – effective as of January 15, 2021

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY!

Welcome to agorara.com and www.agorara.com  

 

If you continue to browse and use this website, you are agreeing to comply with and be bound by the following Terms and Conditions of use, which together with our Privacy Policy govern OKNETTV PTY LTD (trading as Agorara)’s relationship with you in relation to this website.

The term ‘OKNETTV PTY LTD’ or ‘us’ or ‘OKNETTV PTY LTD (trading as Agorara.com)’ or ‘Agorara’ or ‘we’ refers to the owner of the website whose registered office is 11/42 Walz Street Rockdale NSW 2216 Australia. The term ‘you’ refers to the user or viewer of our website.

These Terms of Use describe the terms and conditions applicable to your access and use of the websites, mobile sites, mobile applications and other portals owned, operated, branded or made available by Agorara.com (defined below) from time to time which relate to (a) the Agorara e-commerce platform including but not limited to the web and mobile-optimized versions of the websites identified by the uniform resource locator “agorara.com” and the mobile applications of the Agorara.com e-commerce platform (the “Agorara Sites”); and (b) the Agorara e-commerce platform including but not limited to the web and mobile-optimized versions of the websites identified by the uniform resource locators www.agorara.com and “Agorara.com” (“Agorara Sites”), and the mobile applications of the Agorara e-commerce platforms,(with Agorara.com Sites and Agorara Sites collectively the “Sites”).  This document is a legally binding agreement between you as the user(s) of the Sites (referred to as “you”, “your” or “User” hereinafter) and the Agorara.com contracting entity determined in accordance with clause 2.1 below (referred to as “we”, “our” or “Agorara.com” hereinafter).

 

1.Application and Acceptance of the Terms

1.1 Your access to and use of the Sites and Agorara.com’s services, software and products through the Sites, which shall include the platforms described in clause 7.1 of the Terms (such services, software and products collectively referred to as the “Services” hereinafter) is subject to the terms and conditions contained in this document as well as the Privacy Policy (defined in clause 3.3 below), the Product Listing Policy and any other rules and policies of the Sites that Agorara.com may publish from time to time.  This document and such other rules and policies of the Sites are collectively referred to below as the “Terms”.  By accessing and use of the Sites and Services, you agree to accept and be bound by the Terms.  Please do not access or use the Services or the Sites if you do not accept all of the Terms.

1.2 You may not access or use the Services or the Sites and may not accept the Terms if (a) you are not of legal age to form a binding contract with Agorara.com, or (b) you are not permitted to receive any Services under the laws of Australia or other countries / regions including the country / region in which you are resident or from which you access and use the Services and the Sites.

1.3 Agorara.com may amend any Terms at any time by posting the relevant amended and restated Terms on the Sites.  By continuing to access or use the Services or the Sites, you agree that the amended and restated Terms will apply to you. 

1.4 If Agorara.com has posted or provided a translation of the English language version of the Terms, you agree that the translation is provided for convenience only and that the English language version will govern your access to and use of the Services or the Sites. 

1.5 You may be required to enter into a separate agreement(s), whether online or offline, with Agorara.com or our affiliate for any Service (or features within the Services) (each an “Additional Agreement”).  If there is any conflict or inconsistency between the Terms and an Additional Agreement, the Additional Agreement shall take precedence over the Terms only in relation to that Service (or feature within the Service) concerned. 

1.6 The Terms may not otherwise be modified except in writing by an authorized officer of Agorara.com.    

 

2. Provision of Services

2.1 If you are a registered member of any of the Sites, you are contracting with OKNetTV Pty Ltd based in Sydney Australia (ABN 70169092451).

2.2 You must register as a member on the Sites in order to access and use some Services. Further, Agorara.com reserves the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services) to paying Users, or subject to other conditions that Agorara.com may impose in our discretion. 

2.3 Services (or any features within the Services) may vary for different regions and countries. No warranty or representation is given that a particular Service or feature or function thereof or the same type and extent of the Service or features and functions thereof will be available for Users. Agorara.com may in our sole discretion limit, deny or create different levels of access to and use of any Services (or any features within the Services) with respect to different Users. 

2.4 Agorara.com may launch, change, upgrade, impose conditions to, suspend, or stop any Services (or any features within the Services) without prior notice except that in case of a fee-based Service, such changes will not substantially adversely affect the ability of such paying Users to enjoy that Service. 

2.5 Some Services (or part thereof) may be provided by Agorara.com’s affiliates on behalf of Agorara.com.

2.6 Promotion Services provided by Agorara.com pursuant to the terms hereunder shall include: 1) Top Ranking and Sponsored Listing; 2) services that benefit, promote, support, whether directly or indirectly, the business of User, the User’s brand, product, store, logo, trademark, service mark, User Content (as defined in clause 3.7 of the Terms) and/or derivative work using the User Content on software, applications, tools, browser extensions and/or platforms operated and/or controlled by Agorara.com (“Agorara Channels”) and/or on software, applications, channels, platforms, websites and/or any other forms of media that are operated and/or controlled by third parties (“Third Party Channels”); and 3) any such other services as may be announced by Agorara.com from time to time.

Agorara.com shall be entitled to, at its sole discretion, determine whether the Promotion Services or any part thereof will be available to you.  

 

3. Users Generally

3.1 As a condition of your access to and use of the Sites or Services, you agree that you will comply with all applicable laws and regulations when accessing or using the Sites or Services. 

3.2 You agree that (a) you will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc available on or through the Sites (the “Site Content”), and (b) you will not copy, reproduce, download, compile or otherwise use any Site Content for the purposes of operating a business that competes with Agorara.com, or otherwise commercially exploit the Site Content. Systematic retrieval of Site Content from the Sites to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from Agorara.com is prohibited. Use of any content or materials on the Sites for any purpose not expressly permitted in the Terms is prohibited.

3.3 You must read the following documents which govern the protection and use of personal information about Users in the possession of Agorara.com and our affiliates:

a) for Users who access or use Sites relating to the Agorara e-commerce platform, the Agorara.com Privacy Policy 

3.4 Agorara.com may allow Users to access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise), API or otherwise to such third parties’ web sites. You are cautioned to read such web sites’ terms and conditions and/or privacy policies before using the Sites. You acknowledge that Agorara.com has no control over such third parties’ web sites, does not monitor such web sites, and shall not be responsible or liable to anyone for such web sites, or any content, products or services made available on or through such websites. 

3.5 You agree not to undertake any action to undermine the integrity of the computer systems or networks of Agorara.com and/or any other User nor to gain unauthorized access to such computer systems or networks. 

3.6 You agree not to undertake any action which may undermine the integrity of Agorara.com’s feedback system, such as leaving positive feedback for yourself using secondary Member IDs or through third parties or by leaving unsubstantiated negative feedback for another User. 

3.7 By posting or displaying any logos, trademarks, service marks, brands, description/information in the product listings, and any other information, content or material on the Sites (any of such information, content or material, collectively referred to as “User Content”) or providing any User Content to Agorara.com and/or its affiliates and their respective representative(s), and to the extent permitted under applicable laws, you grant an irrevocable, perpetual, worldwide, royalty-free, and sub-licensable (through multiple tiers) license to Agorara.com and/or its affiliates and their respective representative(s) to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, edit, translate, create derivative works using the User Content, remove any part of it (including, without limitation, the watermark or mark the User Content bears), and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner, on the Sites, Agorara Channels and/or Third Party Channels and for any purpose which may be beneficial, whether directly or indirectly, to Agorara.com, the operation of the Sites, the provision of any Services and Promotion Services and/or the business of the User.  You confirm and warrant to Agorara.com that you have all the rights, power and authority necessary to grant the above license and the User Content and use of such User Content (including derivative works) by Agorara.com and/or its affiliates under such license is free from any infringement or violation of any Third Party Rights (as defined in clause 5.4 of the Terms). To the maximum extent permitted by law, you waive your right to enforce your Intellectual Property Rights in the User Content against Agorara.com and/or its affiliates, assignees or sub-licensees in connection with use of such User Content in connection with the Services. Information that is protected under data protection laws will only be used and kept in compliance with those laws.

 

4. Member Accounts

4.1 User must be registered on the Sites to access or use some Services (a registered User is also referred to as a “Member” below). Except with Agorara.com’s approval, one User may only register one member account on the Sites. Agorara.com may cancel or terminate a User’s member account if Agorara.com has reasons to suspect that the User has concurrently registered or is in control of two or more member accounts. Further, Agorara.com may reject User’s application for registration for any reason.

4.2 Upon registration on the Sites, Agorara.com shall assign an account and issue a member ID and password (the latter shall be chosen by a registered User during registration) to each registered User. An account may have a web-based email account with limited storage space for the Member to send or receive emails. 

4.3 A set of Member ID and password is unique to a single account. Each Member shall be solely responsible for maintaining the confidentiality and security of your Member ID and password and for all use of and activities that occur under your account (whether such use or activities are authorized or not). No Member may share, assign, or permit the use of your Member account, ID or password by another person, even to other individuals within the Member’s own business entity (where applicable). Member agrees to notify Agorara.com immediately if you become aware of any unauthorized use of your password or your account or any other breach of security of your account. 

4.4 Member agrees that all use of the Sites and Services, and all activities that occur under your account (including without limitation, posting any company or product information, clicking to accept any Additional Agreements or rules, subscribing to or making any payment for any services, sending emails using the email account or sending SMS) will be deemed to have been authorized by the Member. 

4.5 Member acknowledges that sharing of your account with other persons, or allowing multiple users outside of your business entity to use your account (collectively, “multiple use“), may cause irreparable harm to Agorara.com or other Users of the Sites. Member shall indemnify Agorara.com, our affiliates, directors, employees, agents and representatives against any loss or damages (including but not limited to loss of profits) suffered as a result of the multiple use of your account. Member also agrees that in case of the multiple use of your account or Member’s failure to maintain the security of your account, Agorara.com shall not be liable for any loss or damages arising from such a breach and shall have the right to suspend or terminate Member’s account without liability to the Member.

 

5. Member’s Responsibilities

5.1 Each Member represents, warrants and agrees that (a) you have full power and authority to accept the Terms, to grant the license and authorization and to perform the obligations hereunder; (b) your access and use the Sites and Services will be for business purposes only; and (c) for Members who are business entities, the address you provide when registering is the principal place of business of your business entity. For purposes of this provision, a branch or liaison office will not be considered a separate entity and your principal place of business will be deemed to be that of your head office. 

5.2 Member will be required to provide information or material about your entity, business or products/services as part of the registration process on the Sites for your access to and use of any Service or the member account. Each Member represents, warrants and agrees that (a) such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Sites or Service is true, accurate, current and complete, and (b) you will maintain and promptly amend all information and material to keep it true, accurate, current and complete. 

5.3 Upon becoming a Member, you consent to the inclusion of the contact information about you in our database and authorize Agorara.com and our affiliates to share the contact information with other Users or otherwise use your personal information in accordance with the Privacy Policy.  

5.4 Each Member represents, warrants and agrees that (a) you shall be solely responsible for obtaining all necessary third party licenses and permissions regarding any User Content that you submit, post or display; (b) any User Content that you submit, post or display does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party (“Third Party Rights”); and (c) you have the right and authority to sell, trade, distribute or export or offer to sell, trade, distribute or export the products or services described in the User Content and such sale, trade, distribution or export or offer does not violate any Third Party Right;and (d) neither the Member nor any of its related persons, have been banned or removed from any major e-commerce platforms, or otherwise implicated in selling counterfeit or pirated products online. 

5.5 Each Member further represents, warrants and agrees that the User Content that you submit, post or display shall:
a) be true, accurate, complete and lawful;
b) not be false, misleading or deceptive;
c) not contain information that is defamatory, libellous, threatening or harassing, obscene, objectionable, offensive, sexually explicit or harmful to minors;
d) not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
e) not violate the Product Listing Policy, other Terms or any applicable Additional Agreements
f) not violate any applicable laws and regulations (including without limitation those governing export control, consumer protection, unfair competition, price gouging or false advertising) or promote any activities which may violate any applicable laws and regulations;
g) not contain any link directly or indirectly to any other web Sites which includes any content that may violate the Terms. 

5.6 Each Member further represents, warrants and agrees that you shall/are:
a) carry on your activities on the Sites in compliance with any applicable laws and regulations;
b) conduct your business transactions with other users of the Sites in good faith;
c) carry on your activities in accordance with the Terms and any applicable Additional Agreements;
d) not use the Services or Sites to defraud any person or entity (including without limitation sale of stolen items, use of stolen credit/debit cards);
e) not impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
f) not engage in spamming or phishing;
g) not engage in any other unlawful activities (including without limitation those which would constitute a criminal offence, give rise to civil liability, etc) or encourage or abet any unlawful activities;
h) not involve attempts to copy, reproduce, exploit or expropriate Agorara.com’s various proprietary directories, databases and listings;
i) not involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;
j) not involve any scheme to undermine the integrity of the data, systems or networks used by Agorara.com and/or any user of the Sites or gain unauthorized access to such data, systems or networks;
k) not, and your director(s), officer(s), controlling party/ies, affiliates and legal jurisdiction in which any of the foregoing persons or entities is organized or has operations are not, persons or entities that are subject to any economic or fraud sanctions of any governmental, international or regulatory entities; and
l) not engage in any activities that would otherwise create any liability for Agorara.com or our affiliates.

5.7 Member may not use the Sites, Services or member account to engage in activities which are identical or similar to Agorara.com’s e-commerce marketplace business. 

5.8 If Member provides a business referee, Member represents, warrants and agrees that you have obtained all necessary consents, approvals and waivers from such referee to (a) act as your business referee; (b) post and publish their contact details and information, reference letters and comments on their behalf; and (c) that third parties may contact such business referees to support claims or statements made about you. You further warrant and agree that all reference letters and comments are true and accurate and third parties may contact the business referees without the need to obtain your consent. 

5.9 Member agrees to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for Agorara.com’s provision of the Services, evaluating whether Member has breached the Terms and/or handling any complaint against the Member.  If Member’s failure to do so results in delay in, or suspension or termination of, the provision of any Service,  Agorara.com shall not be obliged to extend the relevant service period nor be liable for any loss or damages arising out of or in connection with such delay, suspension or termination. 

5.10 Member acknowledges and agrees that Agorara.com reserves the right to, but shall not be required to actively monitor or exercise any editorial control whatsoever over the content of any message or material or information (including User Content) created, obtained or accessible through the Services or Sites. Agorara.com does not endorse, verify or otherwise certify the contents of any comments or other material or information (including User Content) created, submitted, posted, displayed or otherwise made by any Member. Each Member is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information. 

5.11 Member acknowledges and agrees that the Sites and Services may only be used by businesses and their representatives for business use and not for individual consumers or for personal use. 

5.12 Member acknowledges and agrees that each Member is solely responsible for observing applicable laws and regulations in its respective jurisdictions to ensure that all access and use of the Site and Services are in compliance with the same.

5.13 Each Member represents, warrants and agrees that 

(a)   you and your affiliates shall comply with applicable laws and regulations in conducting your respective business (including without limitation applicable laws and regulations with respect to product safety, intellectual property rights, data privacy, consumer protection, product or regulatory certification, import and export control, unfair competition, price gouging, false advertising, labour, environment, health and safety, anti-bribery and anti-money laundering);

(b)   you and your affiliates are not the subject of any trade restrictions, sanctions or other legal restrictions enacted or proposed to be enacted by any country, international organization or jurisdiction (“Relevant Subjects”);

(c)   you and your affiliates are not offering products or services that would likely trigger any international trade restrictions, sanctions or other legal restrictions by any Relevant Subjects;

(d)   neither you, or any of your parent companies or affiliates, directly or indirectly, deals with, or provides any funds, goods or services to Relevant Subjects; and

(e)   you will at all times comply with all applicable export control and sanctions laws and regulations with regard to products, services, software and technologies in using the Services, including sanctions resolutions, laws and regulations enacted and enforced by the UN Security Council, the Australia, the People’s Republic of China, the United States of America, and any other country.

If, at any time, you fail to meet any of the above requirements, you should stop using the Services immediately. If Agorara.com reasonably believes that any of your conduct violates or threatens to violate any applicable laws and regulations, Agorara.com may, at its sole discretion, at any time take action as it may deem appropriate in light of the circumstances, including, but not limited to, terminating the provision of Services to you, closing relevant purchase orders, and terminating your accounts, while reserving all rights it may have regarding any non-compliant actions or conduct of its members.

 

6. Breaches by Members

6.1 Agorara.com reserves the right in our sole discretion to remove, modify or reject any User Content (in whole or in part) that you submit to, post or display on the Sites which we reasonably believe (i) violates any applicable laws and regulations, (ii) violates the Terms hereunder, (iii) could subject Agorara.com or our affiliates to liability, (iv) infringes any Third Party Rights, (v) could harm the interests of our Members, third party or Agorara.com or our affiliates, or (vi) is otherwise found inappropriate in Agorara.com’s sole discretion.

6.2 If any Member breaches any Terms, or if Agorara.com has reasonable grounds to believe that a Member is in breach of any Terms, Agorara.com shall have the right to take such disciplinary actions as it deems appropriate, including without limitation: (i) suspending or terminating the Member’s account and any and all accounts determined to be related to such account by Agorara.com in its sole discretion without liability for any losses or damages arising out of or in connection with such suspension or termination; (ii) restricting, downgrading, suspending or terminating the subscription of, access to, or current or future use of any Service; (iii) removing any product listings or other User Content that the Member has submitted, posted or displayed, or imposing restrictions on the number of product listings or User Content that the Member may post or display; (iv) imposing other restrictions on the Member’s use of any features or functions of any Service as Agorara.com may consider appropriate in its sole discretion; and (v) any other corrective actions, discipline or penalties as Agorara.com may deem necessary or appropriate in its sole discretion. 

6.3 Without limiting the generality of the provisions of the Terms, a Member would be considered as being in breach of the Terms in any of the following circumstances:
a) upon complaint or claim from any third party, Agorara.com has reasonable grounds to believe that such Member has wilfully or materially failed to perform your contract with such third party including without limitation where a Member who supplies products or services using the Sites and Services has failed to deliver any items ordered by such third party after receipt of the purchase price, or where the items such Member has delivered materially fail to meet the terms and descriptions outlined in your contract with such third party,

b) Agorara.com has reasonable grounds to suspect that such Member has used a stolen credit card or other false or misleading information in any transaction with a counterparty,
c) Agorara.com has reasonable grounds to suspect that any information provided by the Member is not current or complete or is untrue, inaccurate, or misleading, or
d) Agorara.com believes that the Member’s actions may cause financial loss or legal liability to Agorara.com or our affiliates or any other Users. 

6.4 Agorara.com reserves the right to cooperate fully with governmental or regulatory authorities, law enforcement bodies, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing.  Further, to the extent permitted by applicable laws and policies, Agorara.com may disclose the Member’s identity, contact information and/or information regarding the Member’s account(s), transactions or activities carried out on or via the Site, if requested by a government, regulatory or law enforcement body or an injured third party, or as a result of a subpoena or other legal action.  Agorara.com shall not be liable for damages or results arising from such disclosure, and Member agrees not to bring any action or claim against Agorara.com for such disclosure. 

6.5 Agorara.com may, at any time and in our reasonable discretion, impose limitations on, suspend or terminate the Member’s use of any Service or the Sites without being liable to the Member if Agorara.com has received notice that the Member is in breach of any agreement or undertaking with any affiliate of Agorara.com and such breach involves or is reasonably suspected to involve dishonest or fraudulent activities. Agorara.com reserves the right to, but shall not be required to investigate such breach or request confirmation from the Member.

6.6 Each Member agrees to indemnify Agorara.com, our affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from your submission, posting or display of any User Content, from your access to or use of the Sites or Services, or from your breach of the Terms or any Additional Agreements. 

6.7 Each Member further agrees that Agorara.com is not responsible, and shall have no liability to you or anyone else for any User Content or other material transmitted through the Sites or Services, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such User Content or other material rests entirely with the Member. Agorara.com reserves the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by the Member, in which event the Member shall cooperate with Agorara.com in asserting any available defences.

 

7. Transactions Between Buyers and Sellers

7.1 Through the Sites, Agorara.com provides electronic web-based platforms for exchanging information between buyers and sellers of products and services.  Agorara.com additionally provides electronic web-based transaction platforms for Members to place, accept, conclude, manage and fulfill orders for the provision of products and services online within the Sites subject to the terms of the Transaction Services Agreement.  However, for any Services, Agorara.com does not represent either the seller or the buyer in specific transactions. Agorara.com does not control and is not liable or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the Sites, the ability of the sellers to complete a sale or the ability of buyers to complete a purchase. 

7.2 Users are hereby made aware that there may be risks of dealing with people acting under false pretences. Agorara.com uses several techniques to verify the accuracy of certain information our paying Users provide us when they register for a paying membership service on the Sites.  However, because user verification on the Internet is difficult, Agorara.com cannot and does not confirm each User’s purported identity (including, without limitation, paying Members). We encourage you to use various means, as well as common sense, to evaluate with whom you are dealing. 

7.3 Buyers and sellers accessing or using the Sites or Services shall assume the risks of conducting any purchase and sale transactions in connection with or through the Sites or Services. Buyer and sellers accessing or using the Site or Services shall also fully assume all risks of liability or harm of any kind arising out of or in connection with any subsequent activity relating to the products or services that are the subject of the transactions on the Sites. Examples of such risks shall include, but are not limited to, mis-representation of products and services, fraudulent schemes, unsatisfactory product quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost mis-calculations, breach of warranty, breach of contract, transportation accidents, the risk that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Sites may violate or may be asserted to violate Third Party Rights, and the risk that Users may incur costs of defence or other costs in connection with third parties’ assertion of Third Party Rights, or in connection with any claims by any party that they are entitled to defence or indemnification in relation to the assertion of rights, demands or claims by claimants of Third Party Rights. Examples of such risks also include the risk of claims from consumers, other purchasers, end-users of products or other third parties that they have suffered injuries or harm from their use of the products obtained through the Sites or Services. All of the foregoing risks are referred to as “Transaction Risks”. Agorara.com is not liable or responsible for any damages, claims, liabilities, costs, harm, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks. 

7.4 Buyers and sellers on the Sites are solely responsible for setting out and performance of the terms and conditions of the transactions conducted on, through or as a result of use of the Sites or Services, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage, subject to any additional obligations imposed under the Transaction Services Agreement (and in particular, clause 3.2).

7.5 User agrees to provide all information and materials as may be reasonably required by Agorara.com in connection with your transactions conducted on, through or as a result of use of the Sites or Services.  Agorara.com has the right to suspend or terminate any User’s account if the User fails to provide the required information and materials without liability for any losses or damages arising out of or in connection with such suspension or termination.

7.6 In the event that any User has a dispute with any party to a transaction, such User agrees to release and indemnify Agorara.com (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such dispute or the transaction.

 

8. Limitation of Liability

8.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES PROVIDED BY AGORARA.COM ON OR THROUGH THE SITES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”, AND AGORARA.COM HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, AND UNDERTAKINGS ARE HEREBY EXCLUDED. 

8.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, AGORARA.COM MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITES; AGORARA.COM DOES NOT REPRESENT OR WARRANT THAT THE MANUFACTURE, IMPORTATION, EXPORT, DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE AND/OR USE OF PRODUCTS OR SERVICES OFFERED OR DISPLAYED ON THE SITES DOES NOT VIOLATE ANY THIRD PARTY RIGHTS; AND AGORARA.COM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON THE SITES. 

8.3 Any material downloaded or otherwise obtained through the Sites or Services is done at each User’s sole discretion and risk and each User is solely responsible for any damage to its own or to Agorara.com’s computer system(s) or any loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from Agorara.com or through or from the Sites shall create any warranty not expressly stated herein. 

8.4 The Sites may make available to User services or products provided by independent third parties.  No warranty or representation is made with regard to such services or products.  In no event shall Agorara.com or our affiliates be held liable for any such services or products. 

8.5 Each User hereby agrees to indemnify and hold Agorara.com, our affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from such User’s access to or use of the Sites or Services (including but not limited to the submission, posting or display of such User’s information and User Content on the Sites, Agorara Channels or Third Party Channels under Promotion Services) or from your breach of any of the representations, warranties hereunder and the terms and conditions of the Terms. Each User hereby further agrees to indemnify and hold Agorara.com, our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise from User’s breach of any representations and warranties made by User to Agorara.com, including but not limited to those set forth in clause 5 hereunder. 

8.6 Each User hereby further agrees to indemnify and save Agorara.com, our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to the User Content, information and/or products offered or displayed on the Sites. Each User hereby further agrees that Agorara.com is not responsible and shall have no liability to you, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User. Agorara.com reserves the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Agorara.com in asserting any available defences. 

8.7 Agorara.com shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other damages resulting from any of the following:

a) the use or the inability to use the Sites or Services;
b) any defect in goods, samples, data, information or services purchased or obtained from a User or any other third party through the Sites or Services;
c) violation of Third Party Rights or claims or demands that User’s manufacture, importation, exportation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Sites or through the Services may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defence or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;
d) unauthorized access by third parties to data or private information of any User;
e) statements or conduct of any User of the Sites or Services; or;
f) any matters relating to the Sites or Services, however arising, including negligence.

8.8 Notwithstanding any of the foregoing provisions, the aggregate liability of Agorara.com, our employees, agents, affiliates, representatives or anyone acting on our behalf with respect to each User for all claims arising from the access to or use of the Sites or Services during any calendar year shall be limited to the greater of (a) the amount of fees the User has paid to Agorara.com in exchange for the access to or use of the Site or Services during the calendar year and (b) the maximum amount permitted under the applicable law. The preceding sentence shall not preclude the requirement by the User to prove actual damages. All claims arising from the use of the Sites or Services must be filed within one (1) year from the date the cause of action arose or such longer period as prescribed under the applicable law governing the Terms. 

8.9 The limitations and exclusions of liability to you under the Terms shall apply to the maximum extent permitted by law and shall apply whether or not Agorara.com has been advised of or should have been aware of the possibility of any such losses arising.

 

9. Force Majeure

9.1  Agorara.com shall not be liable for or required to pay compensation of any nature whatsoever for any loss arising from the unavailability, inconvenience or failures of the services or systems due to the following reasons: (i) system shut-down for maintenance; (ii) inability to transmit data due to failures in communications terminals or telecommunications equipment; (iii) systems failure and inability to perform its functions) due to force majeure events including but not limited to typhoons, earthquakes, tsunamis, floods, power failure, fires, storms, war, political unrest, labour strikes, shortage of labour or materials, riots, insurrections, civil disturbances, terrorist attack, explosions, acts of God, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties; or (iv) suspension or delay of services or systems failure due to reasons beyond the reasonable control of Agorara.com such as hacker or cyber-attacks, technical adjustments or failure of the telecommunications department, website upgrades, third party problems or any suspension or disruption of transportation or business operation (including but not limited to delays or disruption of the resumption of work or operation ordered by any government agency) in the event of a national or regional spread of epidemic or pandemic.

 

10. Intellectual Property Rights

10.1 Agorara.com is the sole owner or lawful licensee of all the rights and interests in the Sites and the Site Content. The Sites and Site Content embody trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Sites and Site Content shall remain with Agorara.com, our affiliates or licensors, as the case may be. All rights not otherwise claimed under the Terms or by Agorara.com are hereby reserved. 

10.2 “AGORARA”, “AGORARA.COM” and related icons and logos are registered trademarks or trademarks or service marks of OKNetTV Pty Ltd; and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited. 

10.3 Agorara.com may have independent third parties involved in the provision of the Sites or Services (e.g., the authentication and verification service providers).  You may not use any trademark, service mark or logo of such independent third parties without prior written approval from such parties.

10.4 To the largest extent permissible under applicable law, all rights, title and interest to all derivative work created by Agorara.com and/or its affiliates using User Content pursuant to the Terms shall belong to Agorara.com, which may be freely assignable, licensable or grantable by Agorara.com to any third party or its affiliates.

 

11. Notices

11.1 All legal notices or demands to or upon Agorara.com shall be made in writing and sent to Agorara.com personally, by courier or certified mail to the following entity and address:

Agorara.com (OKNetTV Pty Ltd),

Attn: Legal Department

11/42 Walz Street, Rockdale NSW 2216, Australia

 

The notices shall be effective when they are received by Agorara.com (OKNetTV Pty Ltd) in any of the above-mentioned manners.

11.2 All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to Agorara.com, or by posting such notice or demand on an area of the Sites that is publicly accessible without a charge. Notice to a User shall be deemed to be received by such User if and when:

a) Agorara.com is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or
b) immediately upon Agorara.com posting such notice on an area of the Sites that is publicly accessible without charge.

11.3 You agree that all agreements, notices, demands, disclosures and other communications that Agorara.com sends to you electronically will satisfy any legal requirement that such communication should be in writing.

 

12. General Provisions

12.1 Subject to any Additional Agreements, the Terms constitute the entire agreement between you and Agorara.com with respect to and govern your use of the Sites and Services, superseding any prior written or oral agreements in relation to the same subject matter herein. 

12.2 Agorara.com and you are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms. 

12.3 If any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced. 

12.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such clause. 

12.5 Agorara.com’s failure to enforce any right or failure to act with respect to any breach by you under the Terms will not constitute a waiver of that right nor a waiver of Agorara.com’s right to act with respect to subsequent or similar breaches. 

12.6 Agorara.com shall have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any affiliates of Agorara.com). You may not assign, in whole or part, the Terms to any person or entity. 

12.7 THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF NEW SOUTH WALES IN AUSTRALIA.

12.8 If you have any comments on the Services we provide to you, you may contact our customer service support line (https://agorara.com/contact/) for Agorara.com with any such feedback or questions.

Product Listing Policy

New version – effective as of January 15, 2021

PART 1    PRODUCTS ALLOWED

1.1 You may post or sell any item that is in the food and beverages category in your country.

1.2 For all products you post and especially for alcohol drinks, you are allowed to sell them only if you comply with your legislation in your country and you curry any related licences.

1.3 Regarding all products including but not limited to alcohol drinks, we may ask you to provide the related licences issued in your country.

 

PART 2    GENERAL PROHIBITIONS

1.1 You may not post or sell any item that is restricted or prohibited by a federal, state or local law in any country or jurisdiction. Please be aware that the agorara.com website (hereinafter the “agorara.com Website”, which includes and is not limited to its sub-domains marketing.agorara.com, docs.agorara.com, agents.agorara.com (hereinafter “Wholesale Marketplace”)) function as a global marketplace; thus the selling or posting of items may be prohibited because of laws outside of the jurisdiction where you reside. Below, we have listed some categories of prohibited or restricted items. HOWEVER, THIS LIST IS NOT INTENDED TO BE EXHAUSTIVE; YOU, AS THE SELLER, ARE RESPONSIBLE FOR ENSURING THAT YOU ARE NOT POSTING AN ITEM THAT IS PROHIBITED BY LAW IN ANY JURISDICTION. Unless otherwise indicated and annotated accordingly below, the list of prohibited or restricted items as listed shall be applicable to both the Agorara.com Website.  

For the purposes of this Product Listing Policy, transactions which are supported by the Agorara.com Transaction Services Agreement shall be “Relevant Online Transactions”.

1.2 Agorara.com has chosen to also prohibit the posting of items which may not be restricted or prohibited by law but are nonetheless controversial including:

(a) Items that encourage illegal activities;
(b) Items that are racially, religiously or ethnically derogatory, or that promote hatred, violence, racial or religious intolerance;
(c) Giveaways, lotteries, raffles, or contests;
(d) Stocks, bonds, investment interests, and other securities;
(e) Pornographic materials or items that are sexual in nature;
(f) Items that do not offer a physical product or service for sale, such as digital currencies and advertisements solely for the purpose of collecting user information.

1.3 Agorara.com, in its sole and exclusive discretion, reserves the right to impose additional restrictions and prohibitions.

1.4 In the event of inconsistency, ambiguity or conflict of the contents of this policy with any other terms of the agorara.com platform, or between the English and other language versions of this policy, the English version and the decision of Agorara.com exercised in its absolute discretion shall always prevail.

Transaction Services Agreement

New version – effective as of January 15, 2021

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY! PLEASE PAY ATTENTION TO PROVISIONS THAT EXCLUDE OR LIMIT LIABILITY AND TERMS OF DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION, WHICH MAY APPEAR IN CAPITAL LETTERS. THIS AGREEMENT RELATES TO WWW.AGORARA.COM, AND AGORARA.COM.

Thank you for trading on Agorara.com’s web-based transaction platforms.  This Transaction Services Agreement (this “Agreement”) describes the terms and conditions on which you conclude online transactions for products and services by using the websites, mobile sites, mobile applications and other online transaction portals owned, operated, branded or made available by Agorara.com (defined below) from time to time which relate to

(a) the Agorara.com e-commerce platform including but not limited to the web and mobile-optimized versions of the websites identified by the uniform resource locator “www.agorara.com”, “agorara.com”, and the mobile applications of the Agorara.com e-commerce platform (the “Agorara Sites”).

This Agreement contains various limitations on Agorara.com’s transaction services offered through the Sites as well as gives various powers and authority to Agorara.com with respect to online transactions effected using Agorara.com’s transaction services offered through the Sites.  This includes without limitation the power and authority to reject or cancel an online transaction, to refund the funds to a buyer or to release the funds to a seller.  You should read this Agreement and, to the extent as applicable, the relevant Transactional Terms (defined in clause 1.2 below), and other rules and policies of Agorara.com (including those specified in clause 1.3), as well as

  • the Agorara.com Supplemental Services Agreement between you as a User and Agorara.com (as defined below) (the “Agorara.com Supplemental Services Agreement”) carefully which are hereby incorporated into this Agreement by reference.

 

1.Application and Acceptance of Terms

1.1 Contracting Party. This Agreement is entered into between you (also referred to as “Member” hereinafter) and the Agorara.com contracting entity determined in accordance with this clause 1.1 (“Agorara.com” or “we”) for use of Agorara.com’s certain transaction services offered through the Sites as described hereunder

If you are a registered member of any of the Sites, you are contracting with OKNetTV Pty Ltd based in Sydney Australia (ABN 70169092451).

1.2 Transactional Terms. Agorara.com provides an online transaction platform and ancillary services on the Sites (such platform and services, the “Transaction Services”) which allow registered members of the Sites to conclude online transactions for products or services within the Sites subject to the terms of this Agreement.  Agorara.com may publish transaction rules, dispute rules and other rules and policies for any type of online transactions and any subsequent amendments or modifications (“Transactional Terms”) as may be made from time to time.  Such Transactional Terms are expressly incorporated into this Agreement by reference and you agree to be bound by such rules and policies.

1.3 General Terms. You agree that you shall also comply with relevant rules and policies published on the Sites which are also incorporated into this Agreement by reference (“General Terms”).  The General Terms include without limitation:

  • Terms of Use;
  • Free Membership Agreement;
  • Product Listing Policy;
  • Privacy Policy;

1.4 Binding Agreement. This Agreement, including the Transactional Terms and the General Terms, and the Agorara.com Supplemental Services Agreement, form a legally binding agreement between you and Agorara.com in relation to your use of the Transaction Services.  By accessing and using the Transaction Services, you agree to accept and be bound by this Agreement.  Please do not use the Transaction Services if you do not accept all of the terms of this Agreement.

1.5 Amendments. Agorara.com may amend any terms of this Agreement including the Transactional Terms, the General Terms, the Agorara.com Supplemental Services Agreement and other related agreements at any time, except to the extent prohibited by applicable law, by posting the relevant amended and restated version on the Sites. The amended terms shall be effective immediately upon posting, except to the extent prohibited by applicable law.  We will endeavour to give you advance notice of material changes to this Agreement.  By continuing to use the Transaction Services, you agree that the amended terms will apply to you.  This Agreement may not otherwise be amended except in writing by an authorized officer of Agorara.com.

1.6 Language Version. If Agorara.com has posted or provided a translation of the English version of any terms of this Agreement, including the Transactional Terms, the General Terms and other related agreements, you agree that the translation is provided for convenience only and that the English language version will govern your use of the Transaction Services, except to the extent prohibited by applicable law.

1.7 Agorara.com Affiliates.  Some of the Transaction Services may be supported by our affiliates.

1.8 Additional Terms.  In some cases, you may be required to additionally enter into a separate agreement with Agorara.com or our affiliates in connection with the Transaction Services (“Additional Terms”).  If there is any contradiction between the provisions of this Agreement and the provisions of the Additional Terms, the Additional Terms shall govern the relevant types of Transaction Services or Online Transactions (defined below in clause 2.1), as appropriate.

1.9 Membership Services.  This Agreement does not affect your agreement with us or any of our affiliates concerning your subscription and use of the membership services of the Sites, unless otherwise stipulated in this Agreement or the relevant service agreement.

 

2. Transaction Services

2.1 Transaction Services.  Agorara.com’s Transaction Services are designed to facilitate registered members of the Sites to place, accept, conclude, manage and fulfill orders for the provision of products and services online within the Sites (“Online Transactions”), which may include certain services which will be either supported by (i) Agorara.com, or (ii) its affiliates. Agorara.com reserves the right to change, upgrade, modify, limit or suspend the Transaction Services or any of its related functionalities or applications at any time temporarily or permanently without prior notice without any liability for any losses or damages arising out of or in connection with such suspension or termination. Agorara.com further reserves the right but shall not be obliged to introduce new features, functionalities or applications to the Transaction Services or to future versions of the Transaction Services. All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise expressly stated by Agorara.com.

2.2 Members Only.  Agorara.com’s Transaction Services are only available to registered members of the Sites.  If your subscription to the paid or free membership of the Sites expires or is terminated early for any reason, you are not eligible to use the Transaction Services.  In the event that you have a valid Online Transaction under this Agreement at the point at which your paid or free membership registration on the Sites is terminated, Agorara.com shall have the full discretion and authority to refund to Buyer and/or release to Seller (both Buyer and Seller as defined below) all or part of the funds under the Online Transactions as Agorara.com considers appropriate in its sole discretion.   If you are a Seller, you are required to provide a valid bank account and PayPal account both subject to verification and confirmation by Agorara.com and our affiliates.

2.3 Types of Transactions. Agorara.com’s Transaction Services are available to those types of Online Transactions permitted by Agorara.com only.  For any type of Online Transactions, Agorara.com may limit any or all of the Transaction Services to a specified group of members in accordance with the relevant Transactional Terms.  The types of Online Transactions and other benefits, features and functions of the Transaction Services available to a registered member may vary for different countries and regions.  No warranty or representation is given that the same type and extent of transactions, benefits, features and functions will be available to all members.

2.4 Lawful Items. The products or services of an Online Transaction using the Transaction Services must be lawful items and must not be otherwise prohibited or restricted by this clause 2.4.  You shall not use the Transaction Services in connection with any Online Transaction that:

(a) may infringe Agorara.com’s or any third party’s legitimate or proprietary rights including but not limited to copyright, trademark right, patent or other intellectual property rights;

(b) may be in breach of the Product Listing Policy or the Intellectual Property Right (IPR) Protection Policy; or

(c) may be in breach of other terms of this Agreement including, but not limited to, the Transactional Terms, the General Terms and the Agorara.com Supplemental Services Agreement.

Agorara.com shall have the right to refuse or cancel any Online Transaction which it determines in its sole discretion to be in breach of this clause 2.4.

2.5 Refuse or Cancel Transactions.  Apart from clause 2.4, Agorara.com reserves the right, at our sole discretion, to refuse or cancel any Online Transaction for any reason without any liability for any losses or damages arising out of or in connection with such refusal or cancellation. Some situations that may result in an Online Transaction being rejected or cancelled include where problems are identified by our credit and fraud control department, where Agorara.com has reason to believe the Online Transaction is unauthorized, violates any law, rule or regulations or may otherwise subject Agorara.com or any of our affiliates to liability.  Agorara.com may also require additional verifications or information for any Online Transaction, and you agree to provide such verifications and information to Agorara.com upon request.

2.6 PayPal and Stripe Services and Agorara.com Supplemental Services.

(a)(i) Agorara.com may, through PayPal and/or Stripe or even a simple Bank Transfer, provide certain services for certain Online Transactions (“Payment Services”). Payment Services are provided by PayPal.com or Stripe.com to receive payment of funds in support of Sites for the Online Transactions.  The Payment Services are provided in accordance with the terms and conditions set out on PayPal.com and Stripe.com respectively.

(a)(ii)  Agorara.com may, through its affiliates provide certain services for certain Online Transactions (“Agorara.com Supplemental Services”). Agorara.com Supplemental Services are provided by Agorara.com to receive payment of funds in support of Sites for the Online Transactions.  The Agorara.com Supplemental Services are provided in accordance with the terms and conditions set out in the Agorara.com Supplemental Services Agreement.

(b)   Buyer Protection Plan.  Agorara.com may also provide buyer protection plan for certain Online Transactions.  In case of Seller who has been offered to subscribe to the buyer protection plan, upon entering into a separate agreement with Agorara.com (as the case may be), Seller may be required to provide deposits using the methods as designated by Agorara.com on the Sites to secure Seller’s due performance of obligations under the relevant buyer protection plan. Seller agrees to permit and hereby authorizes Agorara.com to deduct, withhold and dispose any deposits provided in accordance with the terms under the relevant buyer protection plan. Buyer acknowledges and agrees that the protection afforded to you under a buyer protection plan applies to those Online Transactions where the Seller subscribed to such plan and the purchase falls within the buyer protection plan’s scope and Agorara.com Supplemental Services under clause 3.4 of the Agorara.com Supplemental Services Agreement will not be applicable to you for such Online Transactions if Seller subscribed to buyer protection plan and such plan already covers your purchase. Buyer acknowledges and agrees Agorara.com and Seller may add guarantees for the Seller on such Online Transactions within the scope of buyer protection plan without further notifying Buyer. The guarantee service will be performed, revised, suspended and/or terminated according to the agreement reached between the guarantee service provider and the Seller.

2.7 Transactional Terms.  For any type of Online Transactions, Agorara.com may impose additional restrictions, limitations and prohibitions as well as penalties for any violations in the relevant Transactional Terms.

2.8 Disputes between Buyers and Sellers. You agree that any Dispute arising between you and the other party to an Online Transaction will be handled in accordance with clause 10, and that Agorara.com shall have the full right and power to make a determination for such Dispute or to delegate or sub-contract such power to another party.  Upon receipt of a Dispute, Agorara.com shall have the right to request either or both of Buyer and Seller to provide supporting documents.  You agree that Agorara.com shall have the absolute discretion to reject or receive any supporting document. You also acknowledge that Agorara.com is not a judicial or arbitration institution and will make the determinations only as an ordinary non-professional person.   Further, we do not warrant that the supporting documents that the parties to the Dispute submit will be true, complete or accurate.  You agree not to hold Agorara.com and our affiliates liable for any material which is untrue or misleading. You agree to release and indemnify Agorara.com (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such dispute.

2.9 Powers of Agorara.com.  You expressly acknowledge and agree that Agorara.com shall have the full power, authority and discretion to reject or cancel an Online Transaction without any liability for any losses or damages arising out of or in connection with such refusal or cancellation and to make a determination on any dispute between buyer and seller including the remittance of the funds under an online transaction that are held by the Payment Services as instructed by Agorara.com in accordance with this Agreement, and the relevant Transactional Terms.  You also acknowledge that this Agreement, the Payment Services Agreement, the Agorara.com Supplemental Services Agreement and the relevant Transactional Terms may not cover all issues that may arise in connection with an Online Transaction.  You agree and accept that Agorara.com shall have the right to modify or supplement the Transactional Terms at any time, except to the extent prohibited by applicable law.  You further agree and accept that Agorara.com shall have the right to make determinations wherever Agorara.com considers appropriate having regard to the evidence received by us, commonly accepted principles and practices in the relevant industries and interests of both Buyer and Seller regardless whether the issue in question has been expressly addressed in the Transactional Terms or this Agreement, except to the extent prohibited by applicable law.

2.10 Agorara.com’s Records. In case of any dispute in connection with any Online Transaction, the records of Agorara.com shall take precedence and be conclusive, except to the extent prohibited by applicable law.

2.11 Transactions involving a third-party finance provider.

You agree that:

(a) Agorara.com does not guarantee any third-party finance provider (the “Lender”) will provide financing to Buyer (defined in clause 3 below) in connection with the Online Transaction and shall not be held liable to either Buyer or Seller (defined in clause 3 below) in connection with any third-party financing in connection with the Online Transaction;

(b) each of Buyer and Seller hereby authorizes Agorara.com to disclose information related to Buyer, Seller and/or the Online Transaction to the Lender in connection with the Lender’s provision of financing for the Online Transaction; and

(c) any dispute with the Lender in connection with the Online Transaction shall be resolved between the Lender and the Buyer.  Notwithstanding the power given to Agorara.com under this Agreement, it is not Agorara.com’s obligation to resolve or assist in any way in the resolution of such dispute.

 

3. Transactions between Sellers and Buyers

3.1 Seller and Buyer.  For the purpose of this Agreement, the term “Seller” means the registered member who supplies the product(s) or service(s) under an Online Transaction, and the term “Buyer” means the registered member who purchases or acquires the product(s) or service(s) under an Online Transaction.

3.2 Online Order.  Seller and Buyer shall enter into an Online Transaction for products or services by completing, submitting and accepting an order online using the applicable standard order form on the Sites.  Seller and Buyer yourselves shall be responsible for ensuring that you have agreed to, and specified, all the relevant terms and conditions for the products or services in the relevant online order form, including but not limited to the pricing, quantity, specifications, quality standards, inspection, shipping etc., save that, and except to the extent prohibited by applicable law:

  1. a) for all transactions concluded on Agorara.com website, mobile site, applications or mobile-optimized applications, the Buyer shall be the importer on record for customs and taxation purposes, unless otherwise agreed upon between the Buyer and Seller,
  2. b) for all transactions concluded onhttps://agorara.comor the mobile applications relating thereto, all risks of damage and loss of products purchased by a Buyer under a transaction will be borne solely by the Buyer upon physical delivery to the specified address, and

Agorara.com may refuse to process or cancel, without liability for any losses or damages arising out of or in connection with such refusal or cancellation, any Online Transaction which in Agorara.com’s reasonable opinion, has insufficient information to constitute a binding contract.

3.3 Online Transactions Subject to This Agreement.  An Online Transaction is additionally subject to the applicable terms and conditions set forth in this Agreement and the Transactional Terms.  Seller and Buyer shall complete the Online Transaction according to the terms of the online order, the relevant Transactional Terms and this Agreement.  Seller or Buyer may only cancel any Online Transaction in accordance with the relevant Transactional Terms.

3.4 Transaction between Seller and Buyer Only. Each Online Transaction is made by and between a Seller and a Buyer only.  Despite that Agorara.com makes available the Transaction Services and, if applicable, may conduct formality review(s) of an Online Transaction, Agorara.com shall not be considered as a party to the Online Transaction.  Agorara.com does not represent the Seller nor the Buyer in any Online Transaction.  Agorara.com will not be responsible for the quality, safety, lawfulness or availability of the products or services offered under any Online Transaction; or the ability of either Seller or Buyer to complete any Online Transaction (except to the extent prohibited by applicable law).  You agree that you will not hold Agorara.com and our affiliates and agents liable for any losses, damages, claims, liabilities, costs or expenses arising from any Online Transactions, including any breach, partial performance or non-performance of the Online Transaction by the other party to the transaction.

3.5 Payment of Contract Price.  For any Online Transaction, Buyer agrees to pay the full transaction price listed for Online Transaction to the Seller through the Payment Services of Agorara.com unless another option is made available directly by Agorara.com on the Sites.  When using Payment Services of Agorara.com to submit payment for an Agorara.com Online Transaction, payments are (in the case of Online Transaction through Payment Services) processed through accounts owned by PayPal or Stripe or one of their affiliates, and (in the case of Online Transaction through Agorara.com) processed through accounts owned by Agorara.com.  The funds are received for the Seller in accordance with the Transaction Services Agreement.  Seller agrees that the Buyer’s full payment of the transaction price listed for the Online Transaction to Agorara.com (as the case may be) constitutes final payment to Seller and Buyer’s payment obligation for the Online Transaction is fully satisfied upon receipt of funds by Agorara.com’s account.

In the case the Online Transaction adopts Payment Services, the payment in connection with the Online Transactions concluded will be facilitated by Agorara.com.  Agorara.com shall not dispose of any such fund except in accordance with Agorara’s terms as agreed by Seller and Buyer which are set out in the terms and conditions of this Agreement.  Seller has requested and agreed that the settlement of funds to Seller be delayed as provided in this Agreement.

By using the Payment Services, you acknowledge and agree that Agorara.com is not a bank and the Payment Services should in no way be construed as the provision of banking services.  Agorara.com is not acting as a trustee, fiduciary or escrow with respect to User’s funds and it does not have control of, nor liability for, the products or services that are paid for with the Payment Services.  Agorara.com does not guarantee the identity of any User or ensure that a Buyer or a Seller will complete a transaction on Sites. You further agree that neither Buyer nor Seller will receive interest or other profits in relation to the Payment Services. 

In the case the Online Transaction adopts Agorara.com Supplemental Services, the payment in connection with the Online Transactions concluded will be facilitated by Agorara.com.  Agorara.com shall not dispose of any such fund except in accordance with Agorara.com’s terms as agreed by Seller and Buyer which are set out in the terms and conditions of this Agreement and the Agorara.com Supplemental Services Agreement.  Seller has requested and agreed that the settlement of funds to Seller be delayed as provided in the Agorara.com Supplemental Services Agreement.

By using the Agorara.com Payment Services, you acknowledge and agree that Agorara.com is not a bank and the Agorara.com Payment Services should in no way be construed as the provision of banking services.  Agorara.com is not acting as a trustee, fiduciary or escrow with respect to User’s funds and it does not have control of, nor liability for, the products or services that are paid for with the Agorara.com Payment Services.  Agorara.com does not guarantee the identity of any User or ensure that a Buyer or a Seller will complete a transaction on Sites. You further agree that neither Buyer nor Seller will receive interest or other profits in relation to the Agorara.com Payment Services. 

3.6 Payment Methods.  Please note that the payment methods available on the Sites may be provided by Agorara.com’s partners.  If there is any chargeback or reversal of any payment requested by a payment service partner, Seller agrees that Agorara.com has the right to refund the money so requested by the payment service partner without liability to Seller.  Agorara.com will use reasonable efforts to assist you in participating in the dispute resolution process of the relevant payment service partners.  However, if the participation in the dispute resolution process is subject to additional fees, this will be at your own cost only.

3.7 Third Party Vendors.  You may engage one or more third party vendors for the purpose of completing and fulfilling an Online Transaction such as the warehousing and logistic service companies, shipping agents, inspection agents, insurance companies, etc.   Some of such third-party vendors may be partners of Agorara.com and thus designated by Agorara.com to you.  Among such designated partners, you may be required to agree and accept the terms and conditions of their services online within the Sites.  Notwithstanding the foregoing, for all third-party vendors, you acknowledge and agree that such third-party vendors are engaged at your own discretion and cost and that you will not hold Agorara.com and our affiliates and agents liable for any losses, damages, claims, liabilities, costs or expenses arising from the services of such third-party vendors. You shall ensure that the third parties comply with Terms of Use and Privacy Policy (as defined above).

3.8 Your Import/Export Agent. If you are required to conclude and complete an Online Transaction through an agent e.g. a Seller may be required to engage a qualified import and export agent as its export agent, such agent is merely an agent of you.  If any obligations are required to be performed by the agent, you shall remain solely liable to the other party of the Online Transaction for the non-performance or default by your agent.

 

  1. Agorara.com Admin/Service Fees

4.1Administration/Service Fees. Agorara.com charges administration fees. Specifically, those are Online Transaction fees, Withdrawal and Payment service fees (such fees, collectively referred to as the “Service Fees” hereinafter) for Online Transactions according to the fee schedules announced by Agorara.com on the Sites. 

Agorara.com reserves the right to charge any Online Transaction Fees per type of membership for an Online Transaction upon prior notification published on the Sites. In a case where the Online Transaction adopts Payment Services, you hereby authorize Agorara.com to deduct any Service Fees that are due and payable to Agorara.com under an Online Transaction when Payment Services release any amount held by them under the Online Transaction.

Withdrawal Fees. When releasing any funds, Agorara.com shall have the right to deduct any withdrawal charges or service fees due and payable to Agorara.com (if any) in such amount as instructed by Agorara.com pursuant to the agreement between Seller and Agorara.com. Withdrawal charges include any payments to PayPal and/or Stripe.

Neither Agorara.com nor Payment Services have any control over, and are not responsible or liable for, the products or services that are paid for with our service. We cannot ensure that a buyer or a seller you are dealing with will actually complete the transaction.

4.2 Payment Services Fees. The Service Fees charged by Agorara.com include any fees related to Payment Services (i.e., fees payable to PayPal, Stripe, Banks) for any service or product that you may acquire or purchase in connection with the Online Transaction.

4.3 Taxes, Financial Charges Not Included. All fees charged by Agorara.com are exclusive of any taxes (such as VAT, GST etc.), duties or other governmental levies or any financial charges. You agree to pay and be responsible for any such taxes, duties, levies or charges for the use of the Transaction Services in addition to our service fees. In the event Agorara.com is required by any applicable law to collect or withhold any taxes or duties, you agree to pay such taxes or duties to Agorara.com.  You will also be liable for any financial charges for remission of funds to you, and Agorara.com shall have the right to pay such charges from such funds.  Agorara.com shall have the right to deduct any financial charges incurred as a result of providing the Transaction Services and the party receiving the funds will bear the costs of such bank charges.

4.4 Service Fees types currently valid.

Service Fees

Basic Membership

Professional Membership

D-Marketing Membership

Online Transaction Fees (OTF)

2.6% (of Net value, i.e., Total Order excluding taxes and shipment)

0.9% (of Net value, i.e., Total Order excluding taxes and shipment)

 

N/A

Payment Services Fees (PSF)

4.9% (of Gross Earning, i.e., Total Order including shipment, excluding taxes)

4.9% (of Gross Earning, i.e., Total Order including shipment, excluding taxes)

4.9% (of Gross Earning, i.e., Total Order including shipment, excluding taxes)

Withdrawal Fees (WF)

1.7% (of Total Earn, i.e., Total Order including shipment, excluding taxes, OTF and PSF)

1.7% (of Total Earn, i.e., Total Order including shipment, excluding taxes, OTF and PSF)

1.7% (of Total Earn, i.e., Total Order including shipment, excluding taxes, OTF and PSF)

 

5. Member’s Responsibilities

5.1 Provision of Information and Assistance.  You agree to give all notices, provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for the completion of the Online Transactions and Agorara.com’s provision of the Transaction Services.  If your failure to do so results in delay in the provision of any Transaction Service, cancellation of any Online Transaction, or disposal of any funds, Agorara.com shall not be liable for any losses or damages arising from such default, delay, cancellation or disposal.

5.2 Representations and Warranties.  You represent and warrant that:

(a)  you will use the Transaction Services in good faith and in compliance with all applicable laws and regulations’ including laws related to anti-money laundering and counter-terrorism financing;

(b)  all information and material you provide in connection with the use of the Transaction Services is true, lawful and accurate, and is not false, misleading or deceptive;

(c)  you will not use the Transaction Services to defraud Agorara.com, our affiliates, or other members or users of the Sites or engage in other unlawful activities (including without limitation dealing in products prohibited by law); and

(d)  in case that you are a Seller of products, you have the legitimate right and authorization to sell, distribute or export the products using the Transaction Services and such products do not infringe any third party’s rights; and

(e)  in case that you are a Seller of products, you have good title to the products ordered under the Online Transaction, and the products meet the agreed descriptions and requirements; and

(f)  in case that you are a Seller of services, you will provide the services ordered with reasonable care and skills.

5.3 Breaches. If you are, in Agorara.com’s opinion, not acting in good faith, abusing the Transaction Services, or otherwise acting in breach of this Agreement, Agorara.com shall have the right, except to the extent prohibited by applicable law, to cancel the relevant Online Transaction(s) at any time without any liability for any losses or damages arising out of or in connection with such cancellation.  Except to the extent prohibited by applicable law, Agorara.com also reserves the right to impose any penalty, or to temporarily or permanently suspend or terminate your use of the Transaction Services, temporarily or permanently suspend or terminate or procure the suspension or termination of your paid or free membership on the Sites.  Agorara.com also reserves the right to, except to the extent prohibited by applicable law, (i) temporarily suspend the transaction functionalities of your account with Agorara.com for a prescribed period determined by Agorara.com, or permanently terminate the use of your Agorara.com account and/or (ii) authorize Payment Services to temporarily suspend the transaction functionalities of your Payment Services account for a prescribed period determined by Agorara.com, or permanently terminate the use of your Payment Services account without any liability for any losses or damages arising out of or in connection with such suspension or termination.  Agorara.com may also publish the findings, penalties and other records regarding the breaches on the Sites.

5.4 Obligations to Pay Taxes.  You shall be solely responsible for payment of any taxes (such as VAT), duties or other governmental levies or any charges or fees that may be imposed on any products or services purchased or supplied under or in connection with the Online Transactions.

5.5 Feedback System.  You shall not take any action which may undermine the integrity of Agorara.com’s feedback system, such as providing positive feedback on oneself on the Sites using secondary Member IDs or through third parties or by providing unsubstantiated negative feedback on another member on the Sites.

5.6 Indemnification by Member.  You agree to indemnify Agorara.com and our affiliates, employees, directors, officers, agents and representatives and to hold them harmless, from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from your use of the Transaction Services or from your breach of this Agreement, except to the extent prohibited by applicable law.  Agorara.com reserves the right, at our own discretion, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Agorara.com in asserting any available defences.

5.7 Collection and Use of Information for Transaction Services.  If you have applied for and/or used the Transaction Services of Agorara.com, you acknowledge and agree that Agorara.com shall have the right to use the information collected about you and your Online Transactions, including but not limited to your credit information, business information, personal information (such as applicant name and home address) and financial information (the “Collected Information”) to facilitate the administration, processing, and operation of your use of the services.  In connection with your use of the Transaction Services, Agorara.com may use the Collected Information in the manner set out in the Privacy Policy and/or personal information collection statement relevant to the Transaction Services that you have agreed to prior to or during your application for and use of the Transaction Services.

 

6. Confidentiality

6.1 Confidential Obligations.  You shall keep confidential all confidential information provided by other members of the Sites or by Agorara.com or any of its affiliates in connection with any Online Transaction or the Transaction Services.

6.2 Confidential Information.  All information and material provided by another member of the Sites or by Agorara.com or any of its affiliates will be deemed to be confidential information unless such information or material is already in the public domain or has subsequently becomes public other than due to your breach of the confidential obligations.

6.3 Data Protection and Privacy. You must read the privacy policies of Sites which govern the protection and use of personal information of Buyers and Sellers in the possession of Agorara.com and its affiliates and explains how your personal information may be processed in connection with products and services offered by Agorara.com. Our Privacy Policy can be accessed at Privacy Policy.

6.4 Data Protection and Privacy Role of Sellers. Sellers acknowledge that they have their own data protection and privacy compliance responsibilities with respect to personal information of Buyers or other individuals that the Seller processes. Sellers represent and warrant, and undertake to Agorara.com to ensure, that in relation to such personal information they are and will be fully compliant with all applicable data protection and privacy laws, including without limitation maintaining their own records of such personal information independently of the platform (to the extent required under applicable laws), complying with direct marketing laws, and responding to requests by individuals to exercise their rights under such laws. Neither Agorara.com nor any of its affiliates is responsible or liable for a Seller’s fulfilment of their obligations under applicable data protection and privacy laws. For the avoidance of doubt, in relation to such personal information the liability and obligations of Agorara.com and its affiliates under applicable data protection and privacy laws are entirely independent of and separate from the liability and obligations of Sellers under such laws. Agorara.com shall have no liability to any Sellers for the compliance, by Agorara.com or its affiliates, with its or their own obligations under applicable data protection or privacy laws, including without limitation in relation to the exercise by Buyers or other individuals of their rights regarding their personal information processed in connection with any services and products provided by Agorara.com.

 

7. Disclaimer and Limitation of Liability

7.1 No Warranty.  You expressly agree that your use of the Transaction Services is at your sole risk.  TO THE FULL EXTENT PERMITTED BY LAW THE TRANSACTION SERVICES ARE PROVIDED ON THE “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASES, AND AGORARA.COM MAKES NO REPRESENTATION OR WARRANTY THAT THE TRANSACTION SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE.   AGORARA.COM MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE ACCURACY, TRUTHFULNESS AND COMPLETENESS OF THE INFORMATION PROVIDED BY ANY MEMBER OF THE AGORARA.COM SITES.  YOU WILL BE SOLELY RESPONSIBLE FOR ALL CONSEQUENCES RESULTING FROM YOUR OWN JUDGEMENT AND DECISION TO USE OR OTHERWISE RELY ON SUCH INFORMATION.  AGORARA.COM AND OUR AFFILIATES FURTHER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE.  ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY DISCLAIMED AND EXCLUDED.

7.2 Exclusion and Limitation of Liabilities. TO THE FULL EXTENT PERMITTED BY LAW, AGORARA.COM SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF DATA, WHETHER IN CONTRACT, NEGLIGENCE, TORT, EQUITY OR OTHERWISE, ARISING FROM THE USE OF OR INABILITY TO USE THE TRANSACTION SERVICES.  THE AGGREGATE LIABILITY OF AGORARA.COM AND OUR AFFILIATES AND AGENTS INCLUDING BUT NOT LIMITED TO PAYMENT SERVICES ARISING FROM THE TRANSACTION SERVICES IN CONNECTION WITH ANY ONLINE TRANSACTION SHALL NOT EXCEED THE AMOUNT OF US$500.

7.3 SOME OR ALL OF THESE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IF YOUR STATE, PROVINCE OR COUNTRY DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.  YOU MAY ALSO HAVE OTHER RIGHTS UNDER YOUR LOCAL LAW IN YOUR STATE, PROVINCE OR COUNTRY THAT VARY FROM STATE TO STATE. NOTHING IN THIS AGREEMENT IS INTENDED TO AFFECT THOSE RIGHTS IF THEY ARE APPLICABLE TO YOU.

 

8. Force Majeure

8.1  Under no circumstances shall Agorara.com, our affiliates and/or agents be held liable for any delay or failure or disruption of the Transaction Services resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties or any suspension or disruption of transportation or business operation (including but not limited to delays or disruption of the resumption of work or operation ordered by any government agency) in the event of a national or regional spread of epidemic or pandemic.

 

9. Notices

9.1 Notices. Except as explicitly stated otherwise, legal notices shall be served on you by sending notices to the email address in your latest membership profile on the Sites.  Notice shall be deemed given 24 hours after email is sent, unless we are notified that the email address is invalid.  Alternatively, we may give you legal notices by mail to the address in your latest membership profile in which case the notice shall be deemed given five days after the date of mailing.  Except as explicitly stated otherwise, legal notices shall be served on Agorara.com by sending the notices to Agorara.com personally, by courier or certified mail at 11/42 Walz Street Rockdale NSW 2216 Australia, Attn: Legal Department.

 

10. Governing Law; Jurisdiction

10.1 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF NEW SOUTH WALES, AUSTRALIA, EXCEPT AS OTHERWISE STIPULATED UNDER APPLICABLE LAW.

10.2 Amicable Negotiations. If any dispute or claim arises from or in connection with this Agreement, an Online Transaction or your access to or use of the Transaction Services (“Dispute”), the relevant parties shall resolve the Dispute through amicable negotiations.

10.3 DISPUTE BETWEEN BUYER AND SELLER. IN CASE A DISPUTE ARISES BETWEEN BUYER AND SELLER, IF THE DISPUTE IS NOT RESOLVED THROUGH AMICABLE NEGOTIATION WITHIN THE PRESCRIBED TIME PERIOD ACCORDING TO THE RELEVANT TRANSACTIONAL TERMS, YOU AGREE TO SUBMIT THE DISPUTE TO AGORARA.COM FOR DETERMINATION.  IF YOU ARE DISSATISFIED WITH AGORARA.COM’S DETERMINATION AND EXCEPT AS OTHERWISE STIPULATED UNDER APPLICABLE LAW, YOU MUST APPLY TO EITHER YOUR LOCAL OR TO THE AUSTRALIAN ARBITRATION CENTRE (“NSW FAIR TRADING”) FOR ARBITRATION AND NOTIFY AGORARA.COM OF SUCH APPLICATION WITHIN 20 CALENDAR DAYS AFTER THE DATE OF RECEIPT OF AGORARA.COM’S DETERMINATION.  IF EACH OF BUYER AND SELLER IN THE DISPUTE DOES NOT APPLY FOR ARBITRATION WITHIN THE ABOVE 20 CALENDAR DAYS, EACH OF THE BUYER AND THE SELLER SHALL BE DEEMED TO HAVE AGREED THAT AGORARA.COM’S DETERMINATION SHALL BE FINAL AND BINDING ON YOU.  WITH A FINAL DETERMINATION, IN THE CASE THE ONLINE TRANSACTION ADOPTS THE PAYMENT SERVICES, AGORARA.COM MAY INSTRUCT PAYMENT SERVICES TO DISPOSE THE FUNDS HELD BY AGORARA.COM ACCORDING TO SUCH DETERMINATION, AND IN THE CASE THE ONLINE TRANSACTION ADOPTS AGORARA.COM SUPPLEMENTAL SERVICES, AGORARA.COM MAY DISPOSE OF THE FUNDS HELD BY AGORARA.COM ACCORDING TO SUCH DETERMINATION.  FURTHER, EACH OF BUYER AND SELLER SHALL BE DEEMED TO HAVE WAIVED ANY CLAIM AGAINST AGORARA.COM, OUR AFFILIATES AND AGENTS.

10.4 Disputes between you and Agorara.com. In case a Dispute arises between you and Agorara.com, if the Dispute is not resolved between you and Agorara.com by amicable negotiations and except as otherwise stipulated under applicable law, you and Agorara.com agree that the Dispute shall be finally resolved by arbitration with the NSW Fair Trading.

10.5 NSW FAIR TRADING ARBITRATION. IF ANY DISPUTE IS SUBMITTED TO THE NSW FAIR TRADING FOR ARBITRATION, THE ARBITRATION SHALL BE CONDUCTED IN ACCORDANCE WITH THE RULES OF THE NSW FAIR TRADING IN FORCE AT THE TIME OF APPLYING FOR ARBITRATION AS AMENDED BY THIS CLAUSE.  THE ARBITRATION PANEL SHALL CONSIST OF ONE SINGLE ARBITRATOR.  UNLESS THE PARTIES AGREE OTHERWISE, THE ARBITRATION SHALL BE CONDUCTED IN ENGLISH AND IN SYDNEY.  THE ARBITRATION SHALL BE CONDUCTED BY TELEPHONE, ONLINE AND/OR SOLELY BASED ON WRITTEN SUBMISSIONS AS SPECIFIED BY THE PARTY INITIATING THE ARBITRATION, PROVIDED THAT THE ARBITRATION SHALL NOT INVOLVE ANY PERSONAL APPEARANCE BY THE PARTIES OR WITNESSES UNLESS OTHERWISE AGREED BY THE PARTIES.  THE ARBITRATION AWARD RENDERED BY THE NSW FAIR TRADING SHALL BE FINAL AND BINDING ON ALL THE RELEVANT PARTIES. THE ARBITRATION EXPENSES SHALL BE BORNE BY THE LOSING PARTY UNLESS OTHERWISE DETERMINED IN THE AWARD.

10.6 Indemnification.  If you initiate any legal proceedings against Agorara.com or our affiliates in breach of this clause 10, including any legal proceedings disputing Agorara.com’s determination which has become binding on you according to this clause 10, you shall hold Agorara.com and our affiliates, agents, employees, directors, officers harmless and indemnified against any claim, losses, damages that may be suffered by us.

10.7 Limitation Period.  In any event, you may not make any claim against Agorara.com or our affiliates under this Agreement after one year from the occurrence of the matter giving rise to the claim.

10.8 Injunctive Relief.  Notwithstanding the foregoing provisions, either party may seek injunctive or other equitable relief against the other party in any court of competent jurisdiction prior to or during the arbitration.

 

11. General Provisions

11.1 Entire Agreement. This Agreement constitutes the entire agreement between you and Agorara.com with respect to and governs the use of the Transaction Services, superseding any prior written or oral agreements in relation to the same subject matter herein.

11.2 Severance. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.

11.3 Headings. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

11.4 Independent Contractor. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

11.5 No Waiver. Any failure by Agorara.com and our affiliates to exercise any of our rights under this Agreement shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach.  A waiver shall be effective only if made in writing.

11.6 Assignment. Agorara.com shall have the right to assign this Agreement (including all of our rights, titles, benefits, interests, and obligations and duties in this Agreement) to any of our affiliates and to any successor in interest.  Agorara.com may delegate certain of Agorara.com rights and responsibilities under this Agreement to independent contractors or other third parties.  You may not assign, in whole or part, this Agreement to any person or entity.

Agorara.com Supplemental Services Agreement

New version – effective as of January 15, 2021

PLEASE READ THIS AGREEMENT CAREFULLY

This services agreement (the “Agreement”) is made between you, as a User (as defined below), and the Agorara.com entity listed below (“Agorara.com” or “we”), which supplements the Agorara.com Transaction Services Agreement regarding your use of the Agorara.com Supplemental Services (as defined below) provided to registered members of the www.Agorara.com online site (“Agorara.com Site”).

 

1. Acceptance of Terms

1.1   You acknowledge that you have read this Agreement prior to your use of Agorara.com Supplemental Services.  Each time you use Agorara.com Supplemental Services you confirm that you agree to be bound by the terms and conditions of this Agreement and any subsequent amendments or modifications as may be made from time to time.

1.2 As some or part of the Agorara.com Supplemental Services may be supported and provided by affiliates of Agorara.com, Agorara.com may delegate some of the Agorara.com Supplemental Services to its affiliates.

1.3 We may amend this Agreement any time by posting an updated version at Agorara.com (the “Agorara.com Site”).   The updated version of this Agreement shall take effect immediately upon posting.   By continuing to use the Agorara.com Supplemental Services, you agree to that the amended terms will apply to you.

  

2. Agorara.com Supplemental Services

2.1   The “Agorara.com Supplemental Services” are services provided by Agorara.com and our affiliates to facilitate payments in connection with the online transactions concluded on and through the Agorara.com Sites.  These transactions (“Online Transactions”) are subject to the Agorara.com Transaction Services Agreement.  Unless otherwise defined in this Agreement, the capitalized terms shall have the same meanings as used in the Agorara.com Transaction Services Agreement.

2.2   The Agorara.com Supplemental Services are only available to the registered members of the Agorara.com Sites (“Users”).  A User who purchases or acquires any product or service in an Online Transaction is referred to also as a “Buyer”, and a User who sells or provides any product or service in an Online Transaction is also referred to as a “Seller”. If your subscription to any membership services of the Agorara.com Sites expires or is terminated for any reason, you are not eligible to use the Agorara.com Supplemental Services to conclude online transactions on Agorara.com Sites.  In addition, Agorara.com is not obliged to provide the Agorara.com Supplemental Services where the bank account and the PayPal account designated by a Seller in an Online Transaction to receive the transaction price has not been verified and confirmed by Agorara.com and our affiliates.

2.3   Agorara.com shall have the right to refuse to provide the Agorara.com Supplemental Services for any Online Transaction if (a) the Online Transaction does not satisfy the terms and conditions in the Agorara.com Transaction Services Agreement or the other applicable terms, rules and policies concerning Agorara.com’s transaction services under the Agorara.com Transaction Services Agreement  in accordance with Agorara.com’s instructions or (b) if Agorara.com has reason to believe that the Online Transaction may violate any laws, rules or regulations or may otherwise subject Agorara.com or any of our affiliates to liability.

2.4   You agree that Agorara.com shall have the sole and absolute discretion to remit funds subject to the terms of this Agreement. 

 

3. Agorara.com Supplemental Services for Online Transactions

3.1   Buyer of an Online Transaction shall pay the full transaction price listed for the Online Transaction to the Seller through the Agorara.com Website unless another option is made available directly by Agorara.com on the Agorara.com Site.  When using Agorara.com to submit payment for an Agorara.com Online Transaction, payments are processed through accounts owned by Agorara.com or one of its affiliates and/or a registered third-party service provider acting on Agorara.com’s behalf. The funds are received for the Seller in accordance with the Agorara.com Transaction Services Agreement. The Seller agrees that the Buyer’s full payment of the transaction price listed for the Online Transaction to Agorara.com constitutes final payment to the Seller and Buyer’s payment obligation for the Online Transaction is fully satisfied upon receipt of funds by Agorara.com’s account. The payment must be made in US Dollar or any other currencies as supported by Agorara.com from time to time.  

3.2   Upon receipt of the Buyer’s payment, Agorara.com shall promptly notify Agorara.com Sites of the details of the payment.  Agorara.com shall also monitor and keep safe custody of the received funds and shall not release the funds unless an event set forth in clause 3.3 below occurs.    

3.3   Agorara.com shall retain the funds received in connection with an Online Transaction unless, as agreed between Seller and Agorara.com, any of the following events occurs:

(a)  in case of the successful completion of the Online Transaction upon Buyer’s confirmation, all the funds will be remitted to Seller;

(b)  in case of absence of the Buyer‘s confirmation of receipt of the goods within the time limit prescribed by Seller and as agreed by Agorara.com, all the funds will be remitted to Seller;

(c)  in case of the cancellation of the Online Transaction, all the funds will be refunded to Buyer;

(d)  in case of any settlement agreement reached by Buyer and Seller, the funds will be disposed in accordance with such settlement agreement;

(e)  in case that a dispute in relation to Transaction Services has been submitted to Agorara.com Sites for Agorara.com’s determination and Agorara.com’s determination has become final and binding according to clause 10 of the Agorara.com Transaction Services Agreement, the funds will be disposed in accordance with Agorara.com’s determination; or

(f)  if Agorara.com or our affiliates receives any order, ruling, award or judgment from a competent court, arbitration tribunal or authority which directs us to release the funds, the funds will be disposed in accordance with such order, ruling, award or judgment.

Agorara.com is not holding any funds on behalf of Buyer, or in any escrow or trust relationship. Seller has requested that the settlement of funds to Seller be delayed as provided in this clause 3.3.

3.4   You acknowledge that Agorara.com may also provide buyer protection plan for certain Online Transactions.  In case of Seller who has been offered to subscribe the buyer protection plan, upon entering into a separate agreement with Agorara.com, Seller may be required to provide deposits using the methods as designated by Agorara.com on the Agorara.com Sites to secure Seller’s due performance of obligations under the relevant buyer protection plan.  Seller agrees to permit and hereby authorize Agorara.com, which in turn instructs Agorara.com to deduct, withhold and dispose any deposits provided in accordance with the terms under the relevant buyer protection plan. Buyer acknowledges and agrees that the protection afforded to you under a buyer protection plan applies to those Online Transactions where the Seller subscribed to such plan and the purchase falls within the buyer protection plan’s scope.  Services described under clause 3.3 of this Agreement will not be applicable to you if Seller subscribed to the buyer protection plan and such plan already covers your purchase.

3.5 When releasing any funds, Agorara.com shall have the right to deduct any financial charges or service fees due and payable to Agorara.com (if any) in such amount as instructed by Agorara.com pursuant to the agreement between Seller and Agorara.com.

3.6 In the event that the Buyer makes payment in a currency that is different from the currency stated in the transaction price of the Online Transaction, any refund made by Agorara.com to the Buyer pursuant to this Agreement shall be made in the currency used by the Buyer in the Online Transaction, at the exchange rate utilized by Agorara.com to convert from the currency stated in the transaction price as at the date of refund (or such other applicable date), less any applicable charges or fees set out in Clause 3.5 of this Agreement.  Due to currency fluctuations, such amount refunded may be less than the amount paid by the Buyer in the Online Transaction, and Agorara.com shall not be liable to any party for any difference in the amount refunded attributable to currency conversion costs or exchange rate movements.

3.7   Unclaimed funds will be held by Agorara.com for a period of five years as instructed by Agorara.com, at which time, the Seller will be deemed to have waived any claim in respect of such funds or, if required by applicable escheat laws, we will remit the funds (less any fees, if any and to the extent permitted under applicable laws) to the relevant competent authority.  You hereby agree that upon expiry of such period or upon remittance of such funds to the relevant competent authority in accordance to the applicable escheat laws, Agorara.com will be relieved of any further obligation to pay those unclaimed funds to you.

3.8   You acknowledge and agree that Agorara.com may receive interest for the funds held on behalf of you pursuant to Agorara.com Supplemental Services rendered to you in accordance with applicable laws and you will not receive interest or other profits in relation to the Agorara.com Supplemental Services.

 

4. Users’ Responsibilities

4.1   All Online Transactions are concluded by and between Users only. You shall complete Online Transactions in accordance with the Agorara.com Transaction Services Agreement and Agorara.com Sites’ terms, rules and policies.  You agree that you will not hold Agorara.com and our affiliates or agents liable for any Online Transaction or any products or services supplied under any Online Transaction.

4.2   You agree to give all notices, provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for Agorara.com’s provision of the Agorara.com Supplemental Services.  If your failure to do so results in any delay in the provision of any Agorara.com Supplemental Services or cancellation of any Online Transaction, Agorara.com and our affiliates shall not be liable for any loss or damages arising from such delay.

4.3   You represent and warrant that:

(a)  you will use the Agorara.com Supplemental Services in good faith and in compliance with all applicable laws and regulations;

(b)  the information and material you provide in connection with the use of the Agorara.com Supplemental Services is true, lawful and accurate, and is not false, misleading or deceptive;

(c)  you will not use the Agorara.com Supplemental Services to defraud Agorara.com, our affiliates or other members or users or engage in other unlawful activities (including without limitation dealing in products or services prohibited by law);

(d)  in case that you are a Seller of products, you have the legitimate right and authorization to sell, distribute or export the products using the Transaction Services and such products do not infringe any third party’s rights;

(e)  in case that you are a Seller of products, you have good title to the products ordered under the Online Transaction, and the products meet the agreed descriptions and requirements; and

(f) in case that you are a Seller of services, you will provide the services ordered with reasonable care and skills.

4.4   If in Agorara.com’s opinion, any User is not acting in good faith, abusing the Agorara.com Supplemental Services, or in breach of this Agreement, Agorara.com shall have the right to cancel the Online Transaction.

4.5   You as the User shall be solely responsible for payment of any taxes, duties or other governmental levies or any financial charges that may be imposed on any products or services purchased or supplied through the Agorara.com Supplemental Services or otherwise arising from the Online Transaction.

4.6   You agree to indemnify Agorara.com and our affiliates and our employees, directors, officers, agents and representatives and to hold them harmless, from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from your use of the Agorara.com Supplemental Services or from User’s breach of this Agreement.  Agorara.com reserves the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by User, in which event User shall cooperate with Agorara.com in asserting any available defences.

 

5. Personal Data Privacy

 

5.1   You agree that we may collect, hold, use and transfer your personal data in accordance with the Privacy Policy of the Agorara.com Sites.

 

6. Suspension of Systems

6.1   If you are unable to use the Agorara.com Supplemental Services directly or indirectly due to any of the following reasons, you agree you will not hold Agorara.com its affiliates or agents liable for any default, delay or failure in performing its obligations under this Agreement:

(a)  system suspension which has been announced by Agorara.com in advance;

(b)  any Force Majeure Event (as defined under Clause 8).

 

7. Disclaimer and Limitation of Liability

7.1    Agorara.com will only be liable for the obligations expressly set forth in this Agreement.

7.2   You agree that all risks arising from the Online Transaction will be borne by you and your counterparty.

7.3   Users’ information is provided by Users themselves. Agorara.com makes no representation or warranty with respect to the accuracy, truthfulness and completeness of the Users’ information. You will be solely responsible for all consequences resulting from your own judgment and decision to use or otherwise rely on such information.

7.4   Agorara.com makes no warranty regarding the Agorara.com Supplemental Services or any products or services supplied by the sellers under any Online Transaction, including but not limited to:

(a)  the Agorara.com Supplemental Services will meet your requirements;

(b)  the Agorara.com Supplemental Services will be uninterrupted, timely or error free; OR

(c)  any products, information or material obtained by you in connection with the Agorara.com Supplemental Services will meet your requirements.

7.5   Any proposal or material that you may obtain from Agorara.com or our staff or through the use of the Agorara.com Supplemental Services, whether in writing or oral, shall not constitute Agorara.com’s warranty regarding the Agorara.com Supplemental Services.

7.6   EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE FULL EXTENT PERMITTED BY LAW THE SERVICES ARE PROVIDED ON THE “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASES.   ANY AND ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS, WHETHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED AND EXCLUDED.

7.7   TO THE FULL EXTENT PERMITTED BY LAW, AGORARA.COM AND OUR AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF DATA OR LOSS OF OTHER ECONOMIC INTERESTS, WHETHER IN CONTRACT, NEGLIGENCE, TORT OR OTHERWISE, ARISING FROM THE USE OF OR INABILITY TO USE THE AGORARA.COM SUPPLEMENTAL SERVICES.

7.8   THE AGGREGATE LIABILITY OF AGORARA.COM AND OUR AFFILIATES ARISING FROM THE AGORARA.COM SUPPLEMENTAL SERVICES IN CONNECTION WITH ANY ONLINE TRANSACTION SHALL NOT EXCEED THE TOTAL REMUNERATIONS THAT AGORARA.COM MAY DERIVE FROM SUCH TRANSACTION.

7.9   By using the Agorara.com Supplemental Services, you acknowledge and agree that Agorara.com is not a bank and the Agorara.com Supplemental Services should in no way be construed as the provision of banking services.  Agorara.com is not acting as a trustee, fiduciary or escrow with respect to User’s funds and it does not have control of, nor liability for, the products or services that are paid for with the Agorara.com Supplemental Services.  Agorara.com does not guarantee the identity of any User or ensure that a Buyer or a Seller will complete a transaction on Agorara.com Sites.

7.10 Some states do not allow the exclusion of implied warranties or the limitation or exclusion of liability for incidental or consequential damages, so the foregoing exclusions or limitations may not apply to you.  You may also have other rights that vary from state to state.

7.11 If you have a dispute with other parties, you release us (and our affiliates and officers, directors, agents, and employees thereof) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. 

 

8. Force Majeure

Under no circumstances shall Agorara.com, our affiliates and/or agents be held liable for any delay or failure or disruption in performing our respective obligations under this Agreement resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties or any suspension or disruption of transportation or business operation (including but not limited to delays or disruption of the resumption of work or operation ordered by any government agency) in the event of a national or regional spread of epidemic or pandemic.

 

9. Jurisdiction

9.1   This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of New South Wales in Australia. Except as otherwise stipulated under applicable law, you irrevocably consent to the exclusive jurisdiction of the courts of the New South Wales in Australia, in connection with any action to enforce the provisions of this Agreement, to recover damages or other relief for breach or default under this Agreement, or otherwise arising under or by reason of this Agreement.

9.2   If any dispute or claim arises from or in connection with this Agreement, an Online Transaction or your use of the Agorara.com Supplemental Services (“Dispute”), the relevant parties shall resolve the Dispute through amicable negotiations.  If any Dispute arises between Buyer and Seller in connection with an Online Transaction, you agree that such Dispute shall be resolved in accordance with the procedures set forth in clause 10 of the Agorara.com Transaction Services Agreement only. If you initiate any legal proceedings against Agorara.com or our affiliates in breach of clause 10 of the Agorara.com Transaction Services Agreement, you shall indemnify and hold Agorara.com and our affiliates, agents, employees, directors, officers and agents harmless and indemnified against any claim, losses, damages that may be suffered by us.

9.3 In any event, you may not make any claim against Agorara.com or our affiliates under this Agreement after one year from the date of occurrence of the matter giving rise to the claim.

9.4 Notwithstanding the foregoing provisions, either party may seek injunctive or other equitable relief against the other party in any court of competent jurisdiction prior to or during the arbitration.

 

10. General Provisions

10.1 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall be enforced.

10.2 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

10.3 No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

10.4   Any failure by Agorara.com to exercise any of our rights under this Agreement shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach.  A waiver shall be effective only if made in writing.

10.5 Agorara.com shall have the right to assign this Agreement (including all of our rights, titles, benefits, interests, and obligations and duties in this Agreement) to any of our affiliates and to any successor in interest.  Agorara.com may delegate certain of Agorara.com rights and responsibilities under this Agreement to independent contractors or other third parties.  User may not assign, in whole or part, this Agreement to any person or entity.

10.6 If there is any conflict between the English version and another language version of this Agreement, the English version shall prevail.

Free Membership Agreement

New version – effective as of January 15, 2021

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY! PLEASE PAY ATTENTION TO PROVISIONS THAT EXCLUDE OR LIMIT LIABILITY AND TERMS OF GOVERNING LAW AND JURISDICTION, WHICH MAY APPEAR IN CAPITAL LETTERS. THIS AGREEMENT RELATES TO AGORARA.COM AND WWW.AGORARA.COM

 

1. ACCEPTANCE OF TERMS

1.1 WELCOME TO AGORARA.COM’S FREE SERVICE (the “SERVICE”). The following sets forth the terms and conditions of the Agorara.com Free Membership Agreement (this “Agreement“) between you (“Member”) and the Agorara.com contracting company determined in accordance with this clause 1.1 (“Agorara.com“) under which Agorara.com offers you access to and use of the Service through the websites, mobile sites, mobile applications and other portals owned, operated, branded or made available by Agorara.com to you from time to time relating to (a) the Agorara e-commerce platform including but not limited to the web and mobile-optimized versions of the websites identified by the uniform resource locator “www.Agorara.com” and the mobile applications of the Agorara.com e-commerce platform (collectively the “Agorara Sites”); and (b) the Agorara e-commerce platform including but not limited to the web and mobile-optimized versions of the websites identified by the uniform resource locator “Agorara.com” and the mobile applications of the Agorara e-commerce platforms, (collectively the “Agorara Sites”), (with Agorara Sites and Agorara Sites collectively the “Sites”).

Contracting Agorara.com party:

  1. If you are a registered member of any of the Sites, you are contracting with OKNetTV Pty Ltd based in Sydney Australia (ABN 70169092451).

As some or part of the Service may be supported and provided by affiliates of Agorara.com, Agorara.com may delegate some aspects of the Service to its affiliates. Use of the Service indicates that you accept the terms and conditions set forth below. If you do not accept all of the terms and conditions, please do not use the Service. BY COMPLETING THE REGISTRATION PROCESS AND CLICKING THE “I AGREE” BUTTON, YOU ARE INDICATING YOUR CONSENT TO BE BOUND BY THIS AGREEMENT, THE SITE’S TERMS OF USE AGREEMENT, PRODUCT LISTING POLICY, TRANSACTION SERVICES AGREEMENT, SUPPLEMENTAL SERVICES AGREEMENT AND PRIVACY POLICY (DEFINED BELOW) WHICH ARE INCORPORATED HEREIN BY REFERENCE (COLLECTIVELY REFERRED TO AS THE “TERMS AND CONDITIONS”). The Agorara.com Free Membership Agreement will not take effect unless and until you have activated your Account. Terms not defined in this Agreement shall bear the same meaning as that contained in the Terms of Use.

1.2   Agorara.com may amend this Agreement at any time by posting the amended and restated Agreement on the Sites. The amended and restated Agreement shall be effective immediately upon posting. Posting by Agorara.com of the amended and restated Agreement and your continued use of the Service shall be deemed to be acceptance of the amended terms.

 

2. THE SERVICE

2.1   The Service will be offered free-of-charge for an unspecified time period unless terminated in accordance with the terms of this Agreement.

2.2    The Service will have the following core features (which may be added to or modified, or suspended for scheduled or unscheduled maintenance purposes, from time to time at the sole discretion of Agorara.com and notified to you) (“Free Member Benefits”):

  1. a) Company Profile – allows each Member to display and edit basic information about its business, such as year and place of establishment, estimated annual sales, number of employees, and products and services offered, etc.
  2. b) Products – allows each Member to display and edit descriptions, specifications and images of at least 10 products.
  3. c) Unlimited Buyer Trade Lead Posting – allows each Member to post on the Sites for public display offers to buy products and services from other users of the Sites.

2.3    Agorara.com may suspend or terminate all or part of the above Free Member Benefits at any time in its sole discretion without liability for any losses or damages arising out of or in connection with such suspension or termination. Agorara.com reserves the right to charge for the Service or any feature or functionality of the Service at any time in its sole discretion.

2.4    Benefits, features and functions available to a Member may vary for different countries and regions.  No warranty or representation is given that a particular feature or function or the same type and extent of features and functions will be available.

2.5    The availability of any transactional features and functions on the Sites to any Member may be conditional on verification of Member’s identity and/or its designated bank and PayPal account by Agorara.com and/or its approved independent third parties.

2.6    Agorara.com shall issue a Member ID and Password (the latter shall be chosen by the Member during registration) to each Member to access the Service through such Member’s Account. Each Member shall be solely responsible for maintaining the confidentiality of its Member ID and Password and for all use of and activities that occur under the Member ID and Password (whether such use or activities are authorized or not). A set of Member ID and Password is unique to a single Account and no Member shall share, assign or permit the use of its Account, Member ID or Password to another person, even to other individuals within the Member’s own business entity (where applicable). Each Member acknowledges that sharing of its Account with other persons, or allowing multiple users outside of its business entity to use its Account (collectively, “multiple use”), may cause irreparable harm to Agorara.com and each Member shall indemnify Agorara.com against any loss or damages (including but not limited to loss of profits) suffered by Agorara.com as a result of such multiple use of an Account. Each Member hereby undertakes to notify Agorara.com immediately of any unauthorized use of its Account, Member ID or Password or any other breach of security. Each Member hereby agrees that Agorara.com shall not be liable for any loss or damages arising from the Member’s failure to comply with this paragraph.

2.7    Agorara.com reserves the right to change, upgrade, modify, limit or suspend the Service or any of its related functionalities or applications at any time temporarily or permanently without prior notice. Agorara.com further reserves the right but shall not be obliged to introduce new features, functionalities, applications or conditions to the Service or to future versions of the Service. All new features, functionalities, applications, conditions, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise stated by Agorara.com.

2.8    Each Member acknowledges that inability to use the Service wholly or partially for whatever reason may have adverse effects on its business. Each Member hereby agrees that in no event shall Agorara.com be liable to the Member or any third parties for any inability to use the Service (whether due to disruption, changes to or termination of the Service or otherwise), any delays, inaccuracies, errors or omissions with respect to any communications or transmission or delivery of all or any part thereof, or any losses or damages (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Service.

2.9    Agorara.com reserves the right, without prior notice and at its sole discretion, to suspend, restrict or deny access to or use of your Username and services provided by Agorara.com and Agorara Sites without liability for any losses or damages arising out of or in connection with such suspension or termination, if you: (a) use the services provided by Agorara.com, or through the Sites and the Agorara Sites to defraud any person or entity; (b) engage in any unlawful activities including without limitation those which would constitute the infringement of intellectual property rights, a civil liability or a criminal offence; (c) engage in any activities that would otherwise create any liability for Agorara.com, the Sites or the Agorara Sites.

2.10 If you voluntarily submit any information to the Sites for publication on the Sites through the publishing tools, including but not limited to, company or business profile, product catalogue, trade leads, TRUSTPASS profile, business trust system and any discussion forum, then you are deemed to have given consent to the publication of such information on the Sites.

 

3. MEMBER RESPONSIBILITIES

3.1    Each Member hereby represents, warrants and agrees to (a) provide true, accurate, current and complete information about itself and its business references as may be required by Agorara.com and (b) maintain and promptly amend all information to keep it true, accurate, current and complete. To the extent permitted under applicable laws, each Member hereby grants an irrevocable, perpetual, worldwide and royalty-free, sub-licensable (through multiple tiers) license to Agorara.com to display and use all information provided by such Member in accordance with the purposes set forth in this Agreement and to exercise the copyright, publicity, and database rights you have in such material or information, in any media now known or not currently known. Information that is protected under data protection laws will only be used and kept in compliance with those laws.

3.2    Each Member hereby represents, warrants and agrees that the use by such Member of the Service and the Sites shall not:

a) contain fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or items whose sales and/or marketing is prohibited by applicable law, or otherwise promote other illegal activities;

b) be part of a scheme to defraud other Members or other users of the Sites or for any other unlawful purpose;

c) infringe or otherwise abet or encourage the infringement or violation of any third party’s copyright, patent, trademarks, trade secret or other proprietary right or rights of publicity and privacy or other legitimate rights;

d) impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;

e) violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);

f) contain information that is defamatory, libellous, unlawfully threatening or unlawfully harassing;

g) contain information that is obscene or contain or infer any pornography or sex-related merchandising or any other content or otherwise promotes sexually explicit materials or is otherwise harmful to minors;

h) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

i) contain any material that constitutes unauthorized advertising or harassment (including but not limited to spamming), invades anyone’s privacy or encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any law or regulation;

j) involve attempts to copy, reproduce, exploit or expropriate Agorara.com’s various proprietary directories, databases and listings;

k) involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information; and

l) involve any scheme to undermine the integrity of the computer systems or networks used by Agorara.com and/or any user of the Service and no Member shall attempt to gain unauthorized access to such computer systems or networks;

m) link directly or indirectly to or include descriptions of goods or services or other materials that violate any law or regulation or are prohibited under this Agreement or the Terms of Use; or

n) otherwise create any liability for Agorara.com or its affiliates.

 

3.3 Each Member represents, warrants and agrees that with regards to information about or posted on behalf of any business referee, it has obtained all necessary consents, approvals and waivers from such referee to (a) act as such Member’s business referee; (b) to post and publish their contact details and information, reference letters and comments on their behalf; and (c) that third parties may contact such business referees to support claims or statements made about the Member. Each Member further warrants that all reference letters and comments are true and accurate and hereby waives all requirements for such Member’s consent to be obtained before third parties may contact the business referees.

3.4 Member shall not take any action which may undermine the integrity of Agorara.com’s feedback system, such as leaving positive feedback for himself using secondary Member IDs or through third parties or by leaving unsubstantiated negative feedback for another Member.

3.5 Each Member acknowledges and agrees that Agorara.com reserves the right to, but shall not be required to actively monitor nor exercise any editorial control whatsoever over the content of any message or other material or information created, obtained or accessible through the Service. Agorara.com does not endorse, verify or otherwise certify the contents of any comments or other material or information made by any Member. Each Member is solely responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information.

3.6 Each Member represents, warrants and agrees that it has obtained all necessary third-party licenses and permissions and shall be solely responsible for ensuring that any material or information it posts on the Sites or provides to Agorara.com or authorizes Agorara.com to display does not violate the copyright, patent, trademark, trade secrets or any other personal or proprietary rights of any third party or is posted with the permission of the owner(s) of such rights. Each Member further represents, warrants and agrees that it has the right and authority to sell, distribute or offer to sell or distribute the products described in the material or information it posts on the Sites or provides to Agorara.com or authorizes Agorara.com to display.

3.7 If any Member breaches the representations, warranties and covenants of paragraphs 3.1, 3.2, 3.3, 3.4, 3.5 or 3.6 above, or if Agorara.com has reasonable grounds to believe that such Member is in breach of such representations, warranties and covenants, or if upon complaint or claim from any other Member or third party, Agorara.com has reasonable grounds to believe that such Member has willfully or materially failed to perform its contract with such third party including without limitation where a Member who supplies products or services using the Sites and Services has failed to deliver any items ordered by such third party after receipt of the purchase price, or where such Member has delivered the items that materially fail to meet the terms and descriptions outlined in its contract with such third party, or if Agorara.com has reasonable grounds to believe that such Member has used a stolen credit card or other false or misleading information in any online transaction, Agorara.com has the right to suspend or terminate the Service and all Free Member Benefits with respect to such Member without compensation and without liability for any losses or damages arising out of or in connection with such suspension or termination, and restrict or refuse any and all current or future use of the Service or any other services that may be provided by Agorara.com. Further, Agorara.com reserves the right in its sole discretion to place restrictions on the number of product listings that a Member can post on the Sites for such duration as Agorara.com may consider appropriate, and to remove any material it reasonably believes that is unlawful, could subject Agorara.com to liability, violates this Agreement or the Terms of Use or is otherwise found inappropriate in Agorara.com’s opinion. Agorara.com reserves the right to cooperate fully with governmental and regulatory authorities, law enforcement bodies, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, to the extent permitted under applicable laws and policies, Agorara.com may disclose the Member’s identity, contact information and/or information regarding the Member’s account(s), transactions or activities carried out on or via the Sites, if requested by a government, regulatory or law enforcement body or an injured third party, or as a result of a subpoena or other legal action, and Agorara.com shall not be liable for damages or results thereof and Member agrees not to bring any action or claim against Agorara.com for such disclosure. In connection with any of the foregoing, Agorara.com may suspend or terminate the Account of any Member as Agorara.com deems appropriate in its sole discretion.

3.8 Each Member agrees to indemnify Agorara.com, its employees, agents and representatives and to hold them harmless, from any and all losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from its submissions, posting of materials or deletion thereof, from such Member’s use of the Service or from such Member’s breach of this Agreement or the Terms of Use. Each Member further agrees that Agorara.com is not responsible, and shall have no liability to it or anyone else for any material posted by such Member or third parties, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each Member. Agorara.com reserves the right; at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by the Member, in which event the Member shall cooperate with Agorara.com in asserting any available defences.

 

4. TRANSACTIONS BETWEEN BUYERS AND SUPPLIERS

4.1 Through the Sites, Agorara.com provides an electronic web-based platform for exchanging information and concluding sale and purchase transactions of products and services online between buyers and suppliers. Agorara.com reserves the right to limit certain features and functions of the platform to prescribed Members. Despite the provision of the platform through the Sites, Agorara.com does not represent the seller or the buyer in specific transactions whether or not such transactions are made on or via the Sites. Agorara.com does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the Sites or the ability of the suppliers to complete a sale or the ability of buyers to complete a purchase.

4.2 Members are hereby made aware that there may be risks of dealing with people acting under false pretences. Agorara.com uses several techniques to verify the accuracy of the information our users provide us when they register on the Sites. However, because user verification on the Internet is difficult, Agorara.com cannot and does not confirm each free member’s purported identity shown on the Sites and can only use reasonable efforts to verify the personal identity of the representative of a seller in Australia opening a storefront on Agorara.com according to the applicable laws in New South Wales Australia. We encourage you to use the various tools available on the Sites, as well as common sense, to evaluate with whom you are dealing.

4.3 Each Member accessing or using the Sites or Service shall fully assume the risks of conducting any purchase and sale transactions in connection with or through the Sites or Service. Such risks shall include, but not limited to, mis-representation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective products, delay or default in delivery or payment, cost mis-calculations, breach of warranty, breach of contract and transportation accidents (“Transaction Risks”). Each Member agrees that Agorara.com shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.

4.4 Members are solely responsible for setting out, agreeing on, entering into and performing all of the terms and conditions of the transactions conducted on, through or as a result of use of the Sites, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage, subject to any additional obligations imposed under the Transactional Services Agreement (and in particular, clause 3.2).

4.5 Member agrees to provide all information and materials as may be reasonably required by Agorara.com in connection with its transactions made via the transactional platform on the Sites.  Agorara.com has the right to suspend or terminate any Member’s Account if the Member fails to provide the required information and materials without liability for any losses or damages arising out of or in connection with such suspension or termination.

4.6 In the event that any Member has a dispute with any party to a transaction, such Member agrees to release and indemnify Agorara.com (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such dispute or the transaction.

 

5. USE OF DISCUSSION BOARDS ON THE SITE

5.1 Agorara.com provides its Members use of discussion boards (including but not limited to chat and inquiry services) on the Sites free of charge to promote and encourage open, honest and respectful communication between all of our Members. The discussion boards on the Sites shall not be used as a marketing platform by Members and Members shall not post any information relating to trade leads, promotion of their products or their company profile.

5.2 Each Member acknowledges that all data, text, software, music, sound, photographs, graphics, video, messages or other materials (“Content”), whether publicly posted or privately transmitted through a discussion board on the Sites, are the sole responsibility of such Member from whom the Content originated. This means that the posting Member, and not Agorara.com, is entirely responsible for all Content that is uploaded or posted via our discussion boards on the Sites. Agorara.com does not control the Content posted via discussion boards and therefore does not guarantee the accuracy, integrity or quality of such Content.

5.3 Agorara.com reserves the right to, but shall have no obligation to, delete or edit any postings in its sole discretion without prior notice. Agorara.com may but shall not be obliged to monitor posting activities of any Member who is in breach of this Agreement and may restrict their ability to post messages on the discussion boards on the Sites. Under no circumstances will Agorara.com be liable in any way for any Content, including (without limitation) any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of the discussion boards by such Member. Each Member agrees to evaluate and bear all risks associated with the use of any Content including any reliance on its accuracy or completeness. Each Member understands that by using the Agorara.com discussion boards on the Sites, such Member may be exposed to Content that is offensive, indecent or objectionable.

5.4 Without prejudice to each Member’s responsibilities under clause 3 of this Agreement, each Member agrees not to use the discussion boards on the Sites to:

a) upload, post or e-mail any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;

b) harm minors in any way;

c) impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with a person or entity or disguise the origin of any Content;

d) “stalk” or otherwise harass another;

e) to use the personal data about other users for purposes unrelated to the discussion board or to disclose personal data on the discussion board about third parties without their authorization

f) upload, post or e-mail any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships;

g) upload, post or e-mail any Content that infringes any intellectual property rights or other legitimate rights of any party;

h) upload, post or e-mail any unsolicited or unauthorised advertising, promotional materials, “junk mail”, “spam”, “chain letters”, or any other form of solicitation;

i) upload, post or e-mail any Content that contains computer viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment;

j) upload, post or e-mail any Content that contains a complaint regarding Agorara.com’s services or refers to such a complaint on the Sites or to any other Members; any such complaint must be directed to the customer service e-mail on the Sites; or

k) violate any applicable national or internal laws or regulations.

5.5 Each Member acknowledges that Agorara.com does not pre-screen Content but that Agorara.com shall have the right (though not the obligation) in its sole discretion to move, modify or remove any Content that is posted or privately transmitted through a discussion board on the Sites.

5.6  To the extent permitted under applicable laws,  each member grants to Agorara.com a perpetual, world-wide, royalty-free irrevocable, non-exclusive licence (including the right to sub-license through multiple tiers) to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any Content (in whole or part) such Member uploaded, posted or supplied to Agorara.com for posting on the Sites and/or to incorporate such Content in other works in any form, media or technology now known or developed. Information that is protected under data protection laws will only be used and kept in compliance with those laws.

5.7 Each Member shall indemnify and hold Agorara.com and its subsidiaries, affiliates, employees, officers, agents or partners harmless from and against any direct or indirect loss or damage (including consequential loss and loss of profits, goodwill or business opportunities) arising from any third party claim in relation to any Content such Member uploaded, posted or e-mailed on or through the discussion boards on the Sites, such Member’s use of the discussion boards on the Sites, or such Member’s breach of the provisions set out in clause 5.4.

5.8 On being made aware of any such breaches, Agorara.com may ban, delete or prohibit any Content that relates to those breaches or that Agorara.com in its sole discretion consider to be harmful to the public or the rights of Agorara.com or any of its affiliates, licensors, partners or Members.

5.9 Agorara.com reserves the right to take whatever action it deems necessary to prevent a Member’s breach of clause 5.4 including the following:

a) issue a warning letter to the relevant Member (where the breaches are deemed by Agorara.com to be minor); or 

b) ban the relevant Member from discussion boards on the Sites (where the breaches are deemed by Agorara.com to be major).

All incidents will be logged and Agorara.com’s decision shall be final in all such cases.

5.10 All information and/or other Content posted on the Sites by the Agorara.com service team or by Members or third-party partners is supplied for information purposes only and shall not under any circumstances be construed as legal and/or business advice or a legal opinion. Members are encouraged to seek independent professional advice in such situations.

 

6. LIMITATION OF LIABILITY

6.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND AGORARA.COM HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.

6.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, AGORARA.COM MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITES.

6.3 Any material downloaded or otherwise obtained through the access to or use of the Sites or Service is done at each Member’s sole discretion and risk and each Member is solely responsible for any damage to its computer system or any loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by any Member from Agorara.com or through or from the Service shall create any warranty not expressly stated in this Agreement.

6.4 The Sites may make available to User services or products provided by independent third parties.  No warranty or representation is made with regard to such services or products.  In no event shall Agorara.com or its affiliates be held liable for any such services or products.

6.5 Under no circumstances shall Agorara.com be held liable for an delay or failure or disruption of the Service accessed or delivered through the Sites or the creation or fulfilment of contracts resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties or any suspension or disruption of transportation or business operation (including but not limited to delays or disruption of the resumption of work or operation ordered by any government agency) in the event of a national or regional spread of epidemic or pandemic.

6.6 To the extent permitted by law, Agorara.com shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort or otherwise or any other damages resulting from any of the following:

a) the use or the inability to use the Service;

b) any defect in goods, samples, data, information or services purchased or obtained from a Member or a third-party service provider through the Sites;

c) unauthorized access by third parties to data or private information of any Member;

d) statements or conduct of any user of the Sites; or

e) any other matter relating to the Sites or Service however arising, including negligence.

6.7 Notwithstanding any of the foregoing provisions, the aggregate liability of Agorara.com, its employees, agents, affiliates, representatives or anyone acting on its behalf with respect to each Member for all claims arising from the access to or use of the Service or the Sites during any calendar year shall be limited to US$20. The preceding sentence shall not preclude the requirement by the Member to prove actual damages. All claims arising from the use of the Service must be filed within either one (1) year from the date the cause of action arose or such longer period as prescribed under the applicable law governing this Agreement.

 

PRIVACY

Please review the following policies to know how we use and protect your personal information when you use Services of the relevant Site:

  1. a) for Users who access or use Sites relating to the Agorara e-commerce platform, the Agorara.com Privacy Policy.

 

 

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Agorara.com is the sole owner or lawful licensee of all the rights to the Service. The Service embodies trade secrets and intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Service shall remain with Agorara.com, its affiliates or licensors, as the case may be. All rights not otherwise claimed under this Agreement or by Agorara.com are hereby reserved.

7.2 “AGORARA”, “AGORARA.COM” and related icons and logos are registered trademarks or trademarks or service marks of OKNetTV Pty Ltd.  The membership names and related icons and logos are registered trademarks or trademarks or service marks of Agorara.com and its affiliates in various jurisdictions and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.

 

8. GENERAL

8.1 This Agreement and the Terms of Use, Product Listing Policy, Transaction Services Agreement, and Supplemental Services Agreement constitute the entire agreement between the Member and Agorara.com with respect to and governs the use of the Service, superseding any prior written or oral agreements in relation to the same subject matter herein.

8.2 Agorara.com and the Member are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

8.3 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

8.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

8.5 Agorara.com’s failure to enforce any right or failure to act with respect to any breach by a Member under this Agreement will not waive that right nor waive Agorara.com’s right to act with respect with subsequent or similar breaches.

8.6 Agorara.com shall have the right to assign this Agreement (including all of its rights, titles, benefits, interests, and obligations and duties in this Agreement) to any person or entity (including any affiliates of Agorara.com). The Member may not assign, in whole or part, this Agreement to any person or entity.

8.7 THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF NEW SOUTH WALES AUSTRALIA.

8.8 If there is any conflict between the English version and another language version of this Agreement, the English version shall prevail.

Intellectual Property Rights Protection Policy

New version – effective as of January 15, 2021

1 Overview

Agorara (“Agorara.com”) respects intellectual property rights of others and we expect our users to honour the same.  Agorara.com takes a serious stance in dealing with intellectual property infringement claims on our websites at www.agorara.com and agorara.com (Collectively referred to as “Site”).  We also rely on the cooperation of intellectual property rights owners.

2Intellectual Property Right (“IPR”) Protection

Listings of counterfeits, replicas, or other unauthorized items are prohibited on the Site strictly. 
Listings of offers to sell or purchase counterfeits, replicas, or other unauthorized items shall be subject to removal by Agorara.com.

3Repeat violations of our IPR policy may result in a range of actions, including without limitation to:

– Removal of listings
– Posting restrictions
– Account suspension 
– Termination of membership service agreement

Exact enforcement actions for intellectual property right infringement claims are stated below.

  • Trademark Infringement
    • Serious violation: Unauthorized use of a mark on a product and/or on its packaging and/or other use as a trademark that is identical or very similar to the registered trademark.
      • Penalty: Membership termination upon three violations.
    • General violation: Other circumstances of trademark infringement.
      • Penalties
        • 1)   No penalty point incurred for the first violation;
        • 2)   3 penalty points incurred for each repeat violation;
        • 3)   12 penalty points cumulatively incurred results in membership termination.
  • Pattern Infringement
    • Serious violation: Design, utility model, and invention patent rights infringements, determined on a case-by-case basis.
      • Penalty Membership termination upon three violations.
    • General violation: Other circumstances of trademark infringement.
      • Penalties
        • 1)   No penalty point incurred for the first violation;
        • 2)   3 penalty points incurred for each repeat violation;
        • 3)   12 penalty points cumulatively incurred results in membership termination.

Agorara.com has the full discretion to take any enforcement action anytime for certain extreme / conspicuous situations, such as but not limited to where litigation has already been initiated by intellectual property rights holder.

4Infringement Claims

All intellectual property infringement claims shall be made under penalty of perjury. Intellectual property right holders further agree to indemnify and hold Agorara.com harmless from all claims, causes of action, damages and judgments arising out of any removal of product listings pursuant to intellectual property infringement claims. 

As a neutral e-commerce platform, Agorara.com does not adjudge conflicting intellectual property infringement claims. Any action taken by Agorara.com shall not be construed as an endorsement of any intellectual property infringement claim. All conflicting intellectual property infringement claims shall be resolved by the relevant conflicting parties separately from Agorara.com and the Site.

5IP Protection Reporting 

Intellectual property right holders shall file intellectual property infringement claims and the first step is to use our Contact page for sending us a message under the message category Infringement Claim.

We will respond with detailed instructions regarding the following steps in order to provide an efficient and transparent channel for intellectual property right holders to file intellectual property infringement claims and request takedown of allegedly infringing listings from the Site.

Three types of materials must be submitted to facilitate processing of intellectual property infringement claims, namely:
      1. Proof of identity of the complaining party and relevant authorization if the complaining party is not the intellectual property right holder;
      2. Proof of intellectual property ownership; 
      3. Exact clickable hyperlinks to the relevant allegedly infringing listings on the Site

Agorara.com will evaluate intellectual property infringement claims filed promptly. Members subject to intellectual property infringement claims will be notified of the claims and the contact information of the intellectual property right holders will be provided to the members to facilitate direct conflict resolution and claim handling.

Members subject to intellectual property infringement claims may submit counter-notifications to dispute the corresponding claims. Intellectual property right holders will be notified if and when any counter-notifications are filed and may accept or reject such counter-notifications. Agorara.com reserves the right to reinstate any listing subject to intellectual property infringement claims at our discretion.

 

Notes:

  1. Applicable enforcement actions shall be imposed in accordance with the product listing status as at the time when the complaint filed by rights holder is received or when random check is being conducted.
  2. All of general violations and copyright infringement including rights holders’ successful complaints by Agorara.com within one day shall incur no more than 3 penalty points. General violations from trademark and patent infringement include circumstances where complaints are filed based on the same intellectual property right but no counter-notices are submitted by the seller within the specified time limit, or where the counter-notices submitted by the seller are rejected. Copyright infringement include circumstances where complaints are filed by the same copyright owner but no counter-notices are submitted by the seller within the specified time limit, or where the counter-notices submitted by the seller are rejected.  
  3. All complaints against general violations of trademark/patent based on the same intellectual property right and all copyright complaints from the same copyright owner received within 5 days upon the first complaint shall be counted as one complaint.
  4. All of serious violations including rights owners’ successful complaints (which include circumstances where a complaint is filed but no counter-notice is submitted by the seller within the specified time limit, or where the counter-notice submitted by the user is rejected) and random checks by Agorara.com within 3 days shall be counted as one serious violation only.
  5. For random check initiated by Agorara.com random check, each infringement shall incur 2 penalty points to a maximum of 3 points per day. When the infringement is a serious one (including but not limited to sale of counterfeits in trade disputes), each infringement may incur 2 penalty points to a maximum of 4 points per day.
  6. Agorara.com has the right to impose penalties against violations and infringements conducted by sellers and take actions against sellers’, including but not limited to (i) rejection / removal of product listings; (ii) selling restrictions; (iii) suspension of accounts; and (iv) termination of accounts. For any terminated account, Agorara.com has the right to take appropriate measures to prevent the account holder from registering Agorara.com again.
  7. Under certain extreme / conspicuous situations, Agorara.com reserves the right to terminate membership agreement or service agreement, membership account and any and all accounts determined to be related to such an account by Agorara.com unilaterally in its discretion and/or to implement other measures that Agorara.com considers appropriate. 

 

“Extreme / conspicuous situations” include but not limited to:

    • Where repeat infringement acts committed by seller are considered as serious;
    • Where litigation has already been initiated or legal demands have been requested by intellectual property rights holder against/to Agorara.com;
    • User being sued by intellectual property rights holder, or being investigated by judiciary, enforcement or administrative authorities with respect to suspected infringements;
    • Requests from judiciary, enforcement or administrative authorities to terminate any account or take any relevant measures;
    • Other circumstances that constitute serious violation (such as listing suspected infringing product under an incorrect product category, use of trademark variant, block of trademark from display or trademark free-riding etc.).
  1. All violations shall be recorded for 365 days from the date of penalty imposed.
  2. Agorara.com reserves the rights of final interpretation and decision and all relevant rights thereof.
  3. Agorara.com reserves the right to amend these rules due to amendments to laws and regulations, changes in business environment or other reasons and will announce the same. The amended version of these rules will come into force as of the date specified in the announcement.
  4. These rules are an integral part of the rules on Agorara.com. In case of any inconsistency between these rules and the other rules on Agorara.com, the rules in this document shall prevail. For any matters not covered herein, the other rules on Agorara.com shall apply.