TERMS OF USE AND SALE
Updated September 2019

Welcome to the aGora Online Store ("aGora Store" or "Website") located at www.agora-erp.com/us/store. The aGora Online Store is a website operated by Kherian Soft, S.L.

If you are purchasing electronic software downloads, you are contracting with Kherian Soft, S. L., located at Avda. Espronceda, 6A Entlo., 12004 Castellón de la Plana, Spain (together, "Kherian", "We", "Us", "Our").

Through aGora Store, Kherian provides you with access to a variety of resources, including the Website, information about software, services and other merchandise that may or may not be available for purchase, download areas, software and tools, (collectively "Services"). The Services, including any updates, enhancements, new features, and/or the addition of any new Web properties, are subject to these Terms of Use and Sale ("Terms of Use and Sale" or "Contract"). By using the Website, purchasing products from the aGora Store or using any Services, you accept and agree to these Terms of Use and Sale, Kherian's Privacy Statement (see the LEGAL NOTE, PRIVACY POLICY AND COOKIES section), and applicable terms and conditions, policies or disclaimers referenced herein and accessible through the related hyperlinks (collectively the "aGora Store Policies"). We encourage you to read the aGora Store Policies carefully.

The whole text of the present TERMS OF USE AND SALE, as well as the documents derived from it, including those in the Annexes, have been written in Spanish and English, both versions being deemed authentic, but for legal purposes the text in Spanish is to be given priority of interpretation.

A - TERMS RELATING TO THE USE OF THE AGORA STORE

1. PERSONAL AND NON-COMMERCIAL USE LIMITATION

Unless otherwise specified, the aGora Store and Services are for your personal and non-commercial use. You may not commercially distribute, publish, license, or sell any information or services obtained from the aGora Store or Services.

2. NOTICE SPECIFIC TO DOCUMENTS AVAILABLE ON THE AGORA STORE WEBSITE

Permission to use Documents (such as white papers, press releases, datasheets and FAQs) from the aGora Store and Services is granted, provided that (1) the following copyright notice: "©2019 Kherian Soft. All rights reserved." appears in all copies and that both the copyright notice and this permission notice appear, (2) use of such Documents from the aGora Store or Services is for informational and non-commercial or personal use only and will not be copied or posted on any network computer or broadcast in any media, unless permitted by exemptions under applicable copyright laws, and (3) no modifications of any Documents are made. Accredited educational institutions, such as primary and secondary institutions, universities, private/public colleges, and community colleges, may download and reproduce the Documents for distribution in the classroom. Distribution outside the classroom requires Kherian’s express written permission. Use for any other purpose is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

Documents specified above do not include the design or layout of the www.agora-erp.com website, the Website or any other Kherian owned, operated, licensed or controlled website. Elements of the Kherian website, including the Websites, are protected by trade dress, trademark, unfair competition, and other laws and may not be copied or imitated in whole or in part.

The documents and related graphics published on the aGora Store or Services could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Kherian and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.

3. AGORA ACCOUNT, PASSWORD, AND SECURITY

To contract or buy products and services from the aGora Store, you are required to open an aGora account. To do that, you must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form. You also will choose a password and a user name. You may also be required to accept a service agreement or separate terms of use as a condition of opening the account. You are responsible for keeping your account information and password confidential and are responsible for all activity that occurs under your account. You agree to notify Kherian without delay of any unauthorized use of your account or any other breach of security.

4. NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the Services, you warrant to us that you will not use the Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Services in any manner that could damage, disable, overburden, or impair any Kherian server, or the network(s) connected to any Kherian server, or interfere with any other party's use and enjoyment of any Services. You may not attempt to gain unauthorized access to any Services, other accounts, computer systems or networks connected to any Kherian server or to any of the Services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. You may not use the Services in a way that infringes rights of third parties, including, but not limited to, wilfully harming a person or entity, including Kherian.

Kherian reserves the right at all times to disclose any information, the disclosure of which is necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, where there is reasonable justification to do so.

5. MATERIALS THAT YOU PROVIDE TO AGORA STORE OR POST ON THE WEBSITE

Kherian does not claim ownership of the materials you provide to Kherian (including feedback, ratings, and suggestions) or post, upload, input or submit to any Services or its associated services for review by the general public, or by the members of any public or private community, (each a "Submission" and collectively "Submissions"). However, Kherian shall be permitted to use your Submission, including your name, for the purpose for which it was submitted.

No compensation will be paid with respect to the use of your Submission. Kherian is under no obligation to post or use any Submission you may provide and Kherian may remove any Submission at any time in its sole discretion.

You warrant and represent that you own or otherwise control all of the rights to your Submission as described in these Terms of Use and Sale including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

6. UNSOLICITED IDEA SUBMISSION POLICY

Kherian and its employees do not accept or consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new products or technologies, processes, materials, marketing plans or new product names. PLEASE DO NOT SEND ANY ORIGINAL CREATIVE ARTWORK, IDEAS, SAMPLES, DEMOS, OR OTHER WORKS. The sole purpose of this policy is to avoid potential misunderstandings or disputes when Kherian's products or marketing strategies might seem similar to ideas submitted to Kheriant. So, please do not send your unsolicited ideas to Kherian or anyone at Kherian.

If, despite our request that you do not send us your ideas and materials, you still send them, please understand that Kherian will not compensate you for them and makes no assurances that your ideas and materials will be treated as confidential or proprietary.

7. LINKS TO THIRD PARTY WEBSITES

aGora Store may include links to third party websites that let you leave the Website. These linked sites are not under the control of Kherian and Kherian is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. Kherian is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Kherian of the site. Your use of the third party website may be subject to that third party’s terms and conditions.

B - TERMS RELATED TO THE SALES OF PRODUCTS

1. GEOGRAPHIC AVAILABILITY

The aGora Store is intended for use by customers who reside in the region serviced by this Website and there may be limits on where we can ship products as set forth in our shipping policies. To complete your purchase, you must have a valid billing and shipping address within that region.

2. END USERS ONLY

You must be an end user in order to purchase products from the aGora Store. Resellers are not eligible to purchase from the Website.

3. EXPORT LIMITATIONS

Products purchased from the aGora Store (including hardware, software and software downloads) may be subject to customs and export control laws and regulations. You agree to comply with all international and national laws and regulations that apply to you in relation to such products.

4. ACCURACY OF BILLING AND ACCOUNT INFORMATION

You agree to provide current, complete, and accurate purchase and account information for all purchases made at the aGora Store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed in connection with your transactions.

5. PRODUCT AVAILABILITY AND QUANTITY AND ORDER LIMITS

Product prices and availability are subject to change at any time and without notice, but you will always be charged the price which is displayed at the time you confirm your order. Kherian may place a limit on the quantities that may be purchased per order, per account, per credit card, per person, or per household which you will be informed of on the Website or prior to us accepting your order.

Kherian may refuse or reject any order at any time, refunding you any monies you have paid for the order, for legitimate reasons which include, but are not limited to, if you have not met the conditions specified at the time of the order, if your payment cannot be processed, if the ordered products or services are not available, or for obvious errors on the Website or made in connection with your order. If we are unable to supply the products or services that you ordered, we will contact you and may offer you an alternative product to consider instead. If you do not choose to purchase the alternative product, we will cancel your order. In the event of obvious errors on the Website or made in connection with your order, we reserve the right to correct the error and charge you the correct price. In that situation, we will contact you and offer you the option of purchasing the product at the correct price or cancelling your order.

Unless a specific delivery period is mentioned at the time you place your order, your products or services will be delivered within thirty (30) days of the date of your order. Credits or refunds will be made to the same method of payment and account used to place the order.

6. SOFTWARE PURCHASES AND LICENSE TERMS

Any software that is made available to download from the aGora Store ("Software") and other merchandise (including services) available on the aGora Store or Services is the copyrighted work of Kherian and/or its suppliers. When you purchase Software, you are actually purchasing a license to use the Software rather than purchasing the Software itself. Software licenses purchased at the aGora Store are subject to the license agreement that accompanies the Software product (the "License Agreement"). You will be required to agree to the terms and conditions of the License Agreement at the time you install the Software.

PLEASE CONTACT THE AGORA IF YOU WOULD LIKE A COPY OF THE APPLICABLE LICENSE AGREEMENT, AT NO COST, BEFORE YOU OPEN THE SOFTWARE.

Any reproduction or redistribution of the Software or merchandise not in accordance with the relevant License Agreement and applicable law is expressly prohibited and may result in severe civil and criminal penalties. Violators risk being prosecuted to the maximum extent possible.

FOR YOUR CONVENIENCE, KHERIAN MAY MAKE AVAILABLE AS PART OF THE AGORA STORE OR SERVICES, OR IN ITS SOFTWARE OR MERCHANDISE, TOOLS AND UTILITIES FOR USE AND/OR DOWNLOAD WHICH ARE NOT PART OF THE PRODUCT OR SERVICES SOLD. TO THE EXTENT PERMITTED BY APPLICABLE LAW, KHERIAN DOES NOT MAKE ANY ASSURANCES WITH REGARD TO THE ACCURACY OF THE RESULTS OR OUTPUT THAT DERIVES FROM SUCH USE OF ANY SUCH TOOLS AND UTILITIES.

Please respect the intellectual property rights of others when using the tools and utilities made on the aGora Store or Services, or in Software products or merchandise.

7. ELECTRONIC SOFTWARE DOWNLOADS

Electronic Software Download ("ESD") products will be available to download once creted your aGora account associated with your product purchase. You will see your product related digital keys in your aGora account if you have the related contracted software subscription activated.

8. OTHER TERMS AND CONDITIONS

In addition to Software and ESD products, other products and services available for purchase or trial on aGora Store may also be offered to you subject to separate end user license agreements, terms of use, terms of service or other terms and conditions. If you purchase or use those products, you may be required to also accept those terms as a condition of purchase, install or use.

9. AUTOMATIC RENEWAL PRODUCTS

Provided that automatic renewals are allowed in your country, region, province, or state, you may purchase subscriptions from us that automatically renew. If you purchase such subscription products and provide us with a payment method, you (i) represent that you are authorized to use the payment method that you provided and that any payment information you provide is true and accurate; (ii) authorize Kherian to charge you for the services using your payment method; and (iii) authorize Kherian to charge you for any paid feature of the services that you choose to sign up for or use while this agreement is in force. We will inform you by email before automatically renewing any subscription products. Once we have informed you that your subscription will be automatically renewed, we may automatically renew your services and charge you the then current price for the renewal term. We will also remind you that we will bill your chosen payment method for the services renewal, whether it was on file on the renewal date or provided later. We will also provide you with instructions on how you may cancel the services. You must cancel the services before the renewal date to avoid being billed for the renewal.

10. PRICE AND PAYMENT

The price of products at aGora Store will be as stated on the Website

Pricing at aGora Store is based on sales of Software and hardware to individual end consumers and commercial, educational or government organizations. If you want to buy a huge number of units, please contact us for more information about our volume licensing programs.

aGora Store does not have a price match guarantee. It will not match the advertised price other retailers offer for the same items.

Prices shown on the Website include all taxes or charges ("Taxes") that may apply to your purchase in the last step of the purchasing process, that is, the payment page. Prices shown on the Website exclude delivery costs. Delivery costs will be added to the amount of your purchase and shown on the check-out page. You will have an opportunity to review all of the delivery costs that apply to your purchase before you confirm your purchase. Each item in your Shopping process is shown at the current item price.

Product offers on aGora Store do not constitute binding offers by us. By clicking "Proceed to checkout", "submit order" or the comparable button to send your order to us, you make a binding offer in relation to all of the products in your cart. If we accept your order, you will receive an automated purchase confirmation email. The purchase contract is concluded by this email.

aGora Store offers different payment options as identified on our Website. We reserve the right to change our payment options at any time and for any reasons. If offers are made in your local currency and are payable in another currency with an international credit card, final price in your currency will depend on the foreign exchange rates, taxes and fees applied by your bank or the issuer of your international credit card issuer. These transactions may be subject to taxes and/or fees on international transactions not charged by aGora Store.

11. RETURN POLICY

aGora Store's return policy is set out below. The return policy is provided in addition to any statutory return rights that you may have under law.

You may withdraw from this Contract without giving a reason within fourteen (14) calendar days. The withdrawal period will expire after fourteen (14) days from: (i) For ESD products and services, when the product is made available for download or the service starts. You agree that we may begin to provide the service or ESD product immediately on purchase; (ii) For subscriptions and services available to download, when pushing the payment button. You may be provided by the subscription or service immediately after your purchase, and (iii) the delivery (in case of physical products).

If the applicable law of your country or region grants you a longer withdrawal period, that period will apply.

To exercise your right of withdrawal, you must inform us of your decision before the withdrawal period has expired. Please contact us at sales@agora-erp.com or (+34) 964 722 346 to notify us of your decision and to initiate the return process.

We will refund the amount you paid for the products and their delivery to you if you exercise your right of withdrawal. The refund will be made to the original method of payment. You must return the related products to us without undue delay and at your expense.

As a condition of return, and to the extent permitted by law, the following requirements apply. All products must be returned with reasonable care having been taken (such as must not show wear or damage, and must be in a condition that permits us to resell them). All boxed software and video games must be returned with their seal intact. For services, the service must not have been delivered or consumed by you. For ESD products, we may also require you to sign an electronic letter of destruction as a condition of withdrawal from this contract.

All returns should be accompanied by the original receipt or gift receipt, the original documentation, instruction manuals, registration, parts and components (including cables, controllers, and accessories) and the manufacturer’s packaging. Subject to applicable law, failure to include such items may prevent or delay your refund or exchange or result in additional fees. Kherian reserves the right to deny any return or exchange if it fails to meet our return criteria.

EXCEPTIONS

  • When we offer promotions that enable you to save money by purchasing a combination of products together, all of the products purchased as part of the promotion must be returned in order to receive a refund. If your promotion included a service that you have already used, the full retail value of the service will be deducted from the amount of your refund.
  • Trial period offers. If you are taking part in any trial period offer, you must cancel the service by the end of the trial period to avoid incurring new charges unless we notify you otherwise. If you do not cancel the service at the end of the trial period, we may charge you for the service.
12. CUSTOMER SERVICE

Please visit our Support service page for more information about customer service options offered.

C - TERM RELATING TO BOTH USE OF THE AGORA STORE AND SALES

1. VARIATION OF TERMS

The Terms of Use and Sale in force at the time you consented to them will govern your purchase and serve as the purchase contract between us. Before your next purchase, Kherian may have updated the Terms of Use and Sale without notice to you. Please be sure to review the current Terms of Use and Sale each time you visit the aGora Store. We recommend that you save or print a copy of the Terms of Use and Sale for your future reference and use in connection with your purchase.

2. PRIVACY AND PROTECTION OF PERSONAL INFORMATION

Information about you and your purchase history is treated in accordance with Our Legal note, privacy policy and cookies.

3. PRODUCT DISPLAY AND COLOURS

aGora Store attempts to display product colours and images as accurately as possible. Different computer monitors display colour differently, however, and we cannot guarantee that the colour you see on your monitor will exactly match the colour of the product.

4. ERRORS ON SITE

We work hard to publish information accurately, update the Website regularly and correct errors when discovered. However, any of the content on our Website may be incorrect or out of date at any given time. We reserve the right to make changes to the aGora Store Website at any time, including to product prices, specifications, offers and availability.

5. TERMINATION OF SITE USE

Kherian may terminate your account or use of the aGora Store Website at any time for legitimate reasons, including, without limitation, if you are in breach of these Terms of Use and Sale or if the Website is no longer operated by Kherian. By using the aGora Store, you agree to be responsible for any orders you make or charges you incur prior to such termination. Kherian may change, discontinue, or otherwise suspend the aGora Store at any time, for any reason, and without prior notice to you. If such a change, discontinuance or suspension impacts your use of the Service or/product or otherwise disrupts your order, please contact Kherian.

6. DISCLAIMER AND LIMITATION OF LIABILITY

THE TERMS OF THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY MANDATORY APPLICABLE LAW. THIS SECTION IS NOT INTENDED AND DOES NOT OPERATE TO LIMIT OUR LIABILITY TO THE EXTENT WE MAY BE LIABLE TO YOU UNDER LAW OR PURSUANT TO ANY STATUTORY RIGHTS WHICH APPLY TO YOU.

THE PRODUCTS SOLD ON AGORA STORE ARE SUBJECT TO ANY STATUTORY WARRANTIES AND, WHERE APPLICABLE, ONLY WARRANTED ACCORDING TO THE TERMS OF ANY LICENSE AGREEMENT OR MANUFACTURER WARRANTY THAT MAY ACCOMPANY THE PRODUCTS.

EXCEPT AS EXPRESSLY GUARANTEED IN THE LICENSE AGREEMENT OR IN ANY MANUFACTURER GUARANTEE THAT MAY ACCOMPANY THE PRODUCT, NO GUARANTEE IS PROVIDED.

KHERIAN MAKES NO SPECIFIC REPRESENTATIONS OR WARRANTIES AND PROVIDES NO ASSURANCE OF ANY CONDITION WITH REGARD TO THE PRODUCTS, INCLUDING REGARDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. KHERIAN WILL PROVIDE YOU WITH THE PROTECTION AND BENEFIT OF ANY APPLICABLE LAW OR STATUTORY WARRANTIES WHICH APPLY TO DEFECTIVE PRODUCTS.

THE AGORA STORE AND ITS CONTENT IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NEITHER KHERIAN NOR ITS SUPPLIERS MAKE ANY REPRESENTATIONS OR GIVE ANY ASSURANCE OTHER THAN EXPRESSLY CONTAINED HEREIN REGARDING THE AGORA STORE, INCLUDING THAT YOUR USE OF THE AGORA STORE WILL BE UNINTERRUPTED OR ERROR FREE. WE DO NOT DISCLAIM EITHER OUR OR OUR AGENT'S LIABILITY FOR FRAUD OR FOR PERSONAL INJURY OR DEATH CAUSED BY NEGLIGENCE.

7. GENERAL LEGAL TERMS

Interpreting the Contract
If, in any jurisdiction, any provision of this Contract or its application to any party or circumstance is restricted, prohibited or unenforceable, such provision shall, as to such jurisdiction, be ineffective without invalidating the remaining provisions of this Contract and without affecting the validity or enforceability of such provisions in any other jurisdiction or without affecting its application to other parties or circumstances. Where possible, any such provision shall apply to the fullest extent permitted by law and be interpreted and applied to a lesser extent, where necessary to be valid.

Assignment
We may assign, transfer or otherwise dispose our rights and obligations under this Contract, in whole or in part, at any time without notice to you. You may not assign this contract or transfer any rights hereunder.

No Third Party Beneficiaries
This Contract is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors and assigns.

Claims
Claims must be filed within the period of time required by your local law. If your claim isn’t filed in time, it is permanently barred.

Notices and Communication
For customer support inquiries, please see the Support service page on the Website. For disputes, please contact us at the address listed at the top of these Terms of Use and Sale.

Governing Law
ALL CLAIMS REGARDING BREACH OF CONTRACT, BREACH OF WARRANTY, CONSUMER PROTECTION LAWS, UNFAIR COMPETITION LAWS, AND IN TORT, WILL BE SUBJECT TO THE LAWS OF SPAIN. WITH RESPECT TO JURISDICTION, YOU MAY CHOOSE THE RESPONSIBLE COURT IN SPAIN FOR ALL DISPUTES ARISIONG OUT OF OR RELATING TO THIS CONTRACT.

8. NOTICES

Notifications of claimed copyright and brand infringement
All the content in the website and service is Copyright by © 2014 Kherian Soft, S.L. Avda. Espronceda, 6A entlo., 12004 Castellón de la Plana, Spain. All rights reserved. We are owners of copyright and intellectual property of the website, service and contents. Kherian and names, logos and icons of all products might be Kherian registered brands of Kherian in Spain and/or other countries.