Terms and Conditions

1. Definitions

Token: A unit of value that an organization creates to govern its business model and give more power to its users to interact with its products, while facilitating the distribution and sharing of benefits among all its shareholders.
Cryptocurrency: Cryptocurrency is a type of digital currency that uses cryptography to provide a secure payment system, in this case, using Blockchain technology.
Blockchain: Blockchain is a shared, immutable ledger that facilitates the process of recording transactions and tracking assets in a business network.
Non Fungible Token (NFT): A non fungible token is a special type of cryptographic token that represents something unique. Non-fungible tokens are therefore not mutually exchangeable.
Primary Market: sale of the content as NFT for the first time through AGORA’s platform
Secondary Market: successive sales of the content after the first sale has been made.
Smart Contract: A smart contract is a computer program that facilitates, secures, enforces and executes recorded agreements between two or more parties.
Digital Wallet: A digital wallet refers to an electronic device, mobile banking service or mobile application that allows one party to conduct electronic transactions with another party exchanging units of digital currency for goods and services.

2. Introduction

The operator and owner of the platform is AGORA APP, SL (hereinafter, ‘ AGORA’ or the ‘Company’), with registered office in Barcelona, Muntaner 262 4th floor 1st door hello@agoraimages.com, with NIF (Spanish tax identification number) B66575036 and registered in the Commercial Register of Barcelona, Volume: 44914, Folio: 56, Section: 8, Sheet: 471209, Registration: 1.

The following Terms and Conditions (or “Terms of Use”) set forth the conditions under which Users have access to the AGORA website, and its services (hereinafter, ‘the Service’). AGORA is a platform that allows Users to create NFT through third party platforms on the content of which they are Authors so that other Users can buy, sell and transfer these NFT within the AGORA platform. Both the creation and the buying, selling and transferring of NFTs are done through third party Blockchain networks over which AGORA has no control or responsibility.

AGORA is not a financial institution, a cryptocurrency Exchange or a digital wallet provider. AGORA provides a web service that allows Users to exchange NFT available on a blockchain not owned by AGORA. AGORA, shall be exclusively responsible for the maintenance of the platform, therefore, AGORA shall not be responsible for (i) the ownership of the NFT sold;

(ii) the control and custody of the NFT in the digital wallets; (iii) the execution of purchases, sales or transfers of NFT; (iv) the operation and/or maintenance of the blockchain through which the transactions occur.

3. Registration

In order to buy, sell or transfer NFT within AGORA’s proprietary platform, the User will need a Blockchain address and a digital wallet, both of which are owned by third parties.

AGORA’s account will be associated with a linked blockchain address and will display the NFTs of that Blockchain address. AGORA has no custody or control over the contents of your wallet and has no ability to retrieve or transfer its contents. AGORA shall not be responsible for a User’s use of a wallet and makes no warranty as to the operation of the Service with a specific wallet. The User shall be solely responsible for the security of its digital wallet.

All data provided by the User must be accurate, updated and truthful. The registered User will be responsible at all times for the custody of the password and security of his electronic purse, assuming all responsibility for any damage that may occur due to improper use, as well as responsible for the transfer, disclosure or loss of such password.

The AGORA Platform is only available to persons who are eighteen years of age or older.

(18) years of age or older. Persons between the ages of fourteen (14) and eighteen (18) may only access the Platform with the permission of their parents or legal guardians.

4. Rules of use

The User that creates an NFT EXPRESSLY DECLARES:

He/She is the author of the content created as NFT.

The content created as NFT does not infringe any rights of any third party.

The content created as NFT is original and does not constitute a copy.

The content created as NFT does not violate laws or public morals.

The content created as NFT complies with these Terms and Conditions. Likewise, the User by using the platform agrees to:
Not to use the platform for the commission of any type of crime.

Not to infringe the intellectual and industrial property rights of third parties.

Not to disseminate any content or propaganda that may be racist, xenophobic, pornographic, or discriminatory, glorification of terrorism or a violation of human rights.

Not to disseminate any content that may incite violence.
Not to disseminate content that incites, shows or advocates any type of animal abuse.

Not to disclose content that undermines any rights of a minor.

Not to disseminate, transmit or make available any type of information, elements or contents that may violate the human rights and fundamental freedoms of a third party constitutionally recognized in international treaties.

Not to disseminate, transmit or make available any type of information, elements or contents that may be qualified as illicit or unfair advertising with respect to a third party.

Not to disseminate unsolicited or unauthorized advertising, advertising material, spam, pyramid schemes or any other type of solicitation, except for areas (such as commercial spaces) which have been specifically designated for these matters.

Not to substitute other Users or disseminate the access information of digital wallets or the password to a third party.

Not to disseminate, transmit or make available any type of information, elements or contents without the authorization of the owner of the intellectual and industrial property rights that may reach this information, elements or contents.

Not to disseminate, transmit or make available any information, items or content that may be in violation of the privacy of communications, a third party’s right to one’s own image, a third party’s right to privacy and the law with respect to a third party’s personal data. More specifically, any user who posts content that includes an identifying image of a person must have written consent.

Not to disseminate, transmit or make available photographs or any type of representation or image of a minor to a third party without the prior consent of his or her parents or legal guardian.

Do not publish any explicitly sexual content.

Not to give, sublicense, sell, buy, rent, lease or otherwise transfer or share in any other way the corresponding obligations and rights resulting from these terms of use.

Do not use the Service to create, sell or purchase NFTs or other items that give their owners rights to participate in an ICO or any securities offering, or that are exchangeable for securities, commodities or other financial instruments;

Do not avoid or attempt to avoid AGORA security measures.

Not to commit fraud or use the Service in a manner that could reasonably be considered evidence of fraud.

Do not copy, decompile, reverse engineer, disassemble, attempt to derive the source code, modify or create any work resulting from the application, all updates or any part thereof.

5. Exclusion of user

AGORA reserves the right to prevent any User who does not comply with the rules set forth in these Terms of Use, current law or ethics and morality from using the Service. AGORA will take the necessary actions to prevent the infringement of any of the aforementioned rules; these actions may include, temporary or permanent deletion of content of the relevant User, as well as deletion of the User’s account. At its discretion, AGORA may also exclude Users and even remove them completely or partially from using the Services when necessary to improve the service and/or operation, by notifying Users who are affected by such situation in advance.

6. Intellectual Property

All the content of the App (text, images, graphics, audios, videos, software and the look and feel implemented by the Service) is protected by intellectual and industrial property rights. The aforementioned elements will not be validly and lawfully copied or distributed for commercial use, nor will they be able to be modified or added to other websites without the prior and express consent of their owners.

The industrial and intellectual property rights over the works, protected provisions and any other content or elements included within the intellectual and industrial property rights applied in the service belong to their legitimate owners. The User does not acquire any intellectual or industrial property right or the right to use any of its elements by the simple use of the service.

The User creator of an NFT represents and warrants that it has, or has obtained, all rights, licenses, consents, permissions, permissions, power and/or authority necessary to grant the rights granted herein for any content it creates, submits, posts, promotes or displays on or through the Service. The User also represents and warrants that such content does not contain copyrighted material, trademarks, rights of publicity or other intellectual property rights, unless you have the necessary permission or are legally entitled to post the material and grant AGORA the license described below, and that the content does not violate any law.

The User creator of an NFT grants a worldwide, non-exclusive, indefinite, transferable, sub- licensable and royalty-free license to AGORA (the right of REPRODUCTION, PUBLIC COMMUNICATION, DISTRIBUTION AND TRANSFORMATION) to host, use,

distribute, modify, maintain, reproduce, display or publicly communicate and translate the published content exclusively for promotional purposes of the platform.

7. Creation of NFT

The User may create an NFT on the AGORA platform. Automatically upon creation of an NFT it will be hosted on a blockchain owned by a third party. The User who creates an NFT must be the author of the content of the NFT or have all the exclusive intellectual property rights that allow the creation of that NFT. The creation of NFT must be subject to the rules of use established in the fourth clause of the present document. AGORA shall not be responsible for verifying the ownership of the rights of the NFT created by the Users.

In consideration for the use of the platform by the User, AGORA will receive TEN PERCENT (10%) of the sale price of the first transaction (Primary Market), as well as TWO AND A HALF PERCENT (2.5%) of the sale price of the successive transactions of the same content (Secondary Market). In addition, a TEN PERCENT (10%) commission for third-party suppliers will be deducted from the secondary market sales price.

8. Purchase, sale and transfer of NFT

The User will be able to buy, sell and transfer NFTs on the AGORA platform. These NFTs are hosted on a blockchain owned by a third party. AGORA shall not be responsible for the preservation, storage or retrieval of the NFTs owned by the User; nor shall AGORA be responsible for pricing or transactions of the NFTs.

The purchase of an NFT by the User makes the User the owner of such NFT, however, the purchasing User will not acquire any intellectual property rights over the content.

With the acquisition of the NFT the User may use it only for (i) personal and non-commercial purposes; (ii) for transmission by direct sale or auction on the AGORA platform; (iii) for transmission on third party platforms using the same associated blockchain.

With the acquisition of the NFT the user may NOT (i) modify the content of the NFT; (ii) sell or distribute the content for commercial purposes; (iii) use the content in own or third party promotional campaigns; (iv) use the purchased content for inclusion in films, videos or any other media; (v) use the content to communicate messages depicting hatred, bigotry, violence, cruelty.

9. Assumption of Risks

The User acknowledges and agrees that there are risks associated with the purchase and holding of NFTs and the use of blockchain technology. These include, but are not limited to, the risk of losing access to NFTs due to loss of private keys, custody error or buyer error, the risk of mining or blockchain attacks, the risk of hacking and security weaknesses, the risk of unfavourable regulatory intervention in one or more jurisdictions, risks related to the taxation of tokens, the risk of disclosure of personal information, the risk of uninsured losses, unforeseen risks and volatility risks.

The User acknowledges and agrees that the prices of cryptocurrencies and blockchain assets are extremely volatile and subjective and these have no inherent or intrinsic value.

10. Exclusion of liability

AGORA, shall not be liable for damages, whatever their nature, as a result of the following:

The use of the Service by Users whose information is inaccurate or untrue.

– The content, information, opinions and statements of any of the users or third parties or entities that may communicate or expose through the Service.

The use that Users may make with the User Content, whether they are prohibited or permitted, that may infringe the intellectual or industrial property of the content of a third party, or not to comply with confidentiality obligations.
The activity by Users that involves unfair competition and/or unlawful advertising.
The unlawful activity committed by any User.
The possible loss of User’s cryptocurrencies.
The access to the contents included in the service by minors.
The lack of availability, errors, access failures and discontinuity of the service.
Any malfunction or problems with the digital wallet.
Any loss of value or misplacement as a consequence of a regulatory or normative change.
Any failure due to technical availability, quality, reliability, accuracy, problems with transactions, loss, loss of value, fluctuation of assets and all those damages produced in third party platforms.

The payment of sales, use, value added and other taxes, fees and levies on transactions made in your digital wallet.

The Platform may include third party content or links (such as hyperlinks) to third party products or services (including external websites framed on the Platform, as well as advertisements displayed in connection therewith) that are not owned or controlled by AGORA.

AGORA does not control the content of third parties and is not responsible for their (i) availability or accuracy, or (ii) content, advertising or products or services.

AGORA, therefore, shall not be liable for User errors in transactions; server failures or loss of data; unauthorised access or use or any unauthorised activity by third parties.

AGORA will not be able to control the transfers as they are made through blockchain platforms owned by third parties nor will it be able to control the ownership or intellectual property rights of the NFTs.

AGORA shall not be liable for any loss or damage suffered due to any software failure of the digital wallet or Smart Contract, the blockchain or any other feature of the NFTs. As specified above, AGORA only provides the platform for the creation and exchange of NFTs.

11. Nullity and ineffectiveness of the clauses

If any of the provisions contained in these terms of use are totally or partially declared null or ineffective, such nullity or ineffectiveness shall only affect the specific provision and shall not affect the remaining terms of use in all other respects.

12. Applicable law and competent jurisdiction

These terms of use shall be subject to and construed in accordance with the laws of Spain and any dispute or claim in connection therewith shall be subject to the non-exclusive jurisdiction of the courts of the city of Barcelona. In those cases in which the users of payment services have the condition of consumer according to the Texto Refundido de la Ley General para la Defensa de los Consumidores y Usuarios and other complementary laws, the parties may resort, when so agreed, to the consumer arbitration provided for in the Real Decreto 231/2008, of 15February, which regulates the consumer arbitration system, or resort to the European online dispute resolution system https://ec.europa.eu/consumers/odr/main/?event=main.home2.show.

13. Modification

AGORA reserves the right to modify the Terms and Conditions to adapt them to the different legislative changes or changes in the business model of AGORA. The update of the Terms and Conditions, as soon as it has become effective, must be accepted by the user to continue using the Service. It will be considered as accepted if the user continues to use the Service after the effective date on which the changes have been made.

March 2022