Terms of Service

1.1. The AGORA platform (the “Platform” or “Service”) is operated by Agora Technologies, Inc., a C corporation organized and existing under the laws of the State of Delaware, USA (“Agora”, the “Company”, “we”), doing business as “Agora Puerto Rico”.

1.2. By clicking “Create account”, checking the acceptance box, or accessing or using the Service, you represent that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, incorporated by reference. If you do not agree, do not use the Service.

1.3. If you accept on behalf of an entity, you represent that you have authority to bind it, and “you” refers to you and that entity.

1.4. Order of precedence. If you enter into an order, quote, enterprise plan, or written agreement with Agora (an “Order”) and there is a conflict with these Terms, the Order controls solely as to that specific conflict and only for its parties.

For purposes of these Terms:

• “User Content”: any data, document, contract, RFP, file, text, prompt, question, or material you or your Authorized Users submit to the Service.
• “AI Input”: User Content and other data sent to the AI features.
• “AI Output”: any output generated by the AI features (summaries, analyses, chat responses, proposals, classifications, risk scores, and reports).
• “Public Data”: information from public, official sources (e.g., the Government of Puerto Rico or federal sources) that the Service aggregates or makes available.
• “Organization”: the company or entity account under which users, plans, and quotas are grouped.
• “Authorized User”: a person who accesses the Service under an account or Organization.
• “Package”/“Plan”: the service tier (free or paid) with its features, limits, and quotas.
• “Quota”: a usage limit for a feature during a period.
• “Subprocessor”: a third party that processes data on our behalf to provide the Service.

3.1. AGORA is a public-procurement intelligence platform that, depending on the Package, may offer: search and lookup of contracts, RFPs, and corporations; AI-assisted document analysis; chat over documents; RFP proposal generation; market price intelligence; bulk analysis; access to federal data layers; risk and conflict-of-interest analysis; and report export.

3.2. Features by Package. Availability of each feature depends on the assigned Package.

3.3. Modifications. We may modify, add, suspend, or discontinue features at any time, giving reasonable advance notice of material changes where feasible.

3.4. Beta features. Beta or early-access features are provided “as is”, may contain errors, and may be withdrawn without liability.

4.1. You must be at least 18 and have legal capacity to contract. The Service is not directed to minors.

4.2. You may not use the Service if prohibited by law or if you were previously suspended or removed.

4.3. You represent that all information you provide is truthful, accurate, and complete, and you will keep it updated.

5.1. To use the Service you must create an account and verify your email; you cannot sign in until verification is complete.

5.2. You are responsible for the confidentiality of your credentials and for all activity under your account.

5.3. Notify us immediately at legal@agorapr.com of any unauthorized use or security breach.

5.4. Do not share credentials, assign your account, or allow access to third parties outside your account or Organization without authorization.

6.1. An account may belong to an Organization, managed by an Administrator who controls users, the Package, and settings.

6.2. The Administrator is responsible for its Authorized Users' compliance with these Terms, the use of the Service and Quota consumption, and for adding/removing users.

6.3. An Organization's content and history may be accessible to its Administrator and users per permissions. Content is isolated between Organizations.

6.4. If you join a third party's Organization (e.g., your employer), that party may control your account, access your usage, and restrict your access.

7.1. There is a free Package and paid Packages, each with features, limits, and monthly Quotas (e.g., analyses, proposals, or chat messages per month).

7.2. Pooled quotas. Quotas may be shared at the Organization level.

7.3. Reset and overages. When a Quota is exhausted, the feature may be blocked until the next cycle or until you upgrade your Package.

7.4. Fair use. Even where a feature is described as “unlimited”, use must be reasonable. We may apply technical, rate, or anti-fraud limits to protect the Service.

8.1. Prices. Current prices are shown on our pricing page or in the applicable Order, in US dollars (USD) unless stated otherwise.

8.2. Cycle and renewal. Paid subscriptions are billed in advance and, unless stated otherwise, renew automatically until cancelled (Section 20).

8.3. Payment methods. Payments may be processed by third-party processors. You authorize charges for fees, taxes, and renewals to your payment method.

8.4. Taxes. Prices exclude applicable taxes (other than taxes on our income), which are your responsibility.

8.5. Late payment and suspension. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum allowed by law. We may suspend paid features for non-payment.

8.6. Refunds. Unless required by law or agreed in writing, all payments are non-refundable and not prorated.

8.7. Billing disputes. Notify us in writing of any good-faith dispute within 30 days of the billing date; otherwise the charge is deemed accepted.

9.1. Prices vary by Package. Prices, features, and Quotas are defined per Package and may vary. We may create, modify, rename, or retire Packages.

9.2. Changes to active subscriptions. We will give at least 30 days advance notice of any price increase, effective on the next renewal. If you disagree, you may cancel before renewal.

9.3. Free Packages. We may modify or discontinue them; if your Package is no longer offered, we may move you to a comparable one or the current free Package.

9.4. Grandfathering. At our discretion, we may maintain prior terms during a transition.

10.1. You will not use the Service for unlawful purposes or in any way that infringes third-party rights or the law.

10.2. In particular, you will not (and will not permit others to):

• Perform unauthorized mass or automated data extraction (scraping/crawling), or resell, sublicense, or redistribute the Service or its data without written permission.
• Reverse engineer, decompile, or derive the source code, except as permitted by mandatory law.
• Circumvent Quotas, rate limits, authentication, or security measures.
• Use the Service to build a competing product or to train AI models on our data or outputs.
• Introduce malware; interfere with, overload, or degrade the Service; or conduct unauthorized security testing.
• Upload illegal, defamatory, infringing content, or sensitive personal data of third parties without a legal basis.
• Use AI Output or Public Data to harass, discriminate, or make decisions affecting individuals' rights without human review and a legal basis.
• Impersonate others or use another person's account.

10.3. We may investigate and take reasonable action (content removal, access limitation or suspension, notifying authorities).

11.1. Ownership. You retain ownership of your User Content. These Terms transfer no ownership of the Service to you nor of your content to us, except for the licenses described here.

11.2. License to Agora. You grant us a worldwide, non-exclusive, royalty-free, limited license to host, store, transmit, display, and process your content (including processing by AI Subprocessors) solely to provide the Service, ensure its security, and comply with law.

11.3. Your representations. You represent that you have the necessary rights to the content and that its processing does not infringe third-party rights or the law.

11.4. No training without consent. We will not use your confidential content or derived AI Output to train or fine-tune our or third parties' AI models without your express consent.

11.5. Feedback. Any suggestions you provide may be used by us perpetually and royalty-free without compensation.

11.6. Removal. You are responsible for keeping copies of your content. We may remove content that violates these Terms.

12.1. The Service uses AI models, our own and third parties', to generate AI Output from your AI Input.

12.2. Probabilistic nature. AI OUTPUT MAY BE INACCURATE, INCOMPLETE, OUTDATED, OR CONTAIN ERRORS OR “HALLUCINATIONS”.

12.3. Not professional advice. AI Output is informational and does NOT constitute legal, financial, accounting, regulatory, or professional advice, nor does it create any professional relationship.

12.4. Mandatory human review. You must independently verify Output against official sources before making any decision. Use of and reliance on Output is at your sole risk.

12.5. AI providers. AI Input may be processed by Subprocessors per the Privacy Policy. Similar Output may be generated for other users.

12.6. No warranty on Output. We do not warrant that AI Output is protectable by intellectual property or that it will not match third-party material.

13.1. Part of the information comes from Public Data from official sources (e.g., contracts, RFPs, and corporations of the Government of Puerto Rico and federal sources).

13.2. We do not warrant the accuracy, completeness, currency, or availability of Public Data, and are not responsible for errors or omissions in the original sources.

13.3. Inclusion of Public Data does not imply endorsement. Corrections must be pursued with the official source; we may reflect them once published.

14.1. The Service (software, code, design, interfaces, models, compiled databases, documentation, trademarks, and logos), excluding your content and Public Data in its original form, is the exclusive property of Agora Technologies, Inc. or its licensors.

14.2. Limited license. Subject to these Terms and payment of fees, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Service for internal purposes.

14.3. Reservation of rights. All rights not granted are reserved. You acquire no rights to our trademarks without prior written authorization.

15.1. The Service relies on Subprocessors and third-party services (cloud, AI models, email). Their use may be subject to those third parties' terms.

15.2. The Service may link to third-party resources we do not control or endorse and for whose content or practices we are not responsible.

16.1. Processing of personal data is governed by our Privacy Policy, an integral part of these Terms.

16.2. We apply reasonable technical and organizational measures; no system is completely secure.

16.3. For enterprise customers we may enter into a separate Data Processing Agreement (DPA) upon reasonable request.

17.1. Each party will protect the other's confidential information with at least reasonable care and use it only to perform these Terms.

17.2. Information is not confidential if it: (a) is public without the recipient's fault; (b) was already held without a duty of confidentiality; (c) is independently developed; or (d) must be disclosed by law, notifying the other party where possible.

18.1. If you believe content infringes your copyright, notify legal@agorapr.com with: (a) identification of the work; (b) of the infringing material and its location; (c) your contact details; (d) a good-faith statement; (e) a statement of accuracy under penalty of perjury; and (f) your signature.

18.2. We may remove allegedly infringing content and terminate repeat infringers' accounts.

19.1. The Service is provided without warranty of uninterrupted or error-free availability. Unless an Order provides an SLA, we do not guarantee uptime.

19.2. We may perform maintenance and temporarily suspend the Service for technical, security, or legal reasons.

19.3. Support is provided per Package and through the channels we designate, with no guaranteed response times unless an Order states otherwise.

20.1. Term. These Terms apply while you use the Service or maintain an account.

20.2. Cancellation by you. You may cancel anytime; cancellation of a paid subscription takes effect at the end of the billed period, with no refund unless required by law.

20.3. Suspension or termination by us. We may suspend or terminate your access, with or without notice, if: (a) you breach these Terms; (b) your use poses a security or legal risk; (c) there is non-payment; or (d) required by law.

20.4. Effects. Your use rights cease. We will retain, delete, or anonymize your content per the Privacy Policy; where reasonable, we will offer an export window.

20.5. Survival. Sections 11, 12, 13, 14, 17, 21, 22, 23, 24, 25, and 30 survive.

21.1. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE, AI OUTPUT, AND PUBLIC DATA ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND.

21.2. AGORA DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

21.3. SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS, SO SOME MAY NOT APPLY TO YOU.

22.1. TO THE FULLEST EXTENT PERMITTED BY LAW, AGORA AND ITS PERSONNEL WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR OPPORTUNITIES.

22.2. AGORA'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT; OR (B) US$100.

22.3. THESE LIMITATIONS APPLY TO ANY THEORY OF LIABILITY AND ARE AN ESSENTIAL PART OF THE AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS.

23.1. You agree to defend, indemnify, and hold harmless Agora and its personnel from claims, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from: (a) your content; (b) your use or misuse of the Service; (c) your breach of these Terms or the law; or (d) infringement of third-party rights.

23.2. We may assume exclusive defense of an indemnifiable matter, with your reasonable cooperation; you will not settle claims without our written consent.

24.1. Read this section carefully: it affects your rights.

24.2. Informal resolution first. Before any formal proceeding, the parties will negotiate in good faith by sending notice to legal@agorapr.com for at least 30 days.

24.3. Binding arbitration. Except for the exceptions in 24.6, any unresolved dispute will be resolved by binding, individual arbitration under the applicable commercial arbitration rules, instead of courts, except for claims eligible in small-claims court.

24.4. Class action waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS. YOU WAIVE CLASS ACTIONS, REPRESENTATIVE ACTIONS, OR CONSOLIDATED ARBITRATIONS.

24.5. Jury trial waiver. TO THE EXTENT PERMITTED BY LAW, THE PARTIES WAIVE TRIAL BY JURY.

24.6. Exceptions. Either party may seek injunctive relief in court to protect intellectual property or confidentiality.

24.7. Opt-out. You may opt out of arbitration and the class action waiver by sending notice to legal@agorapr.com within 30 days of your first acceptance, stating your name and intent. If you opt out, Section 25 applies.

25.1. These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws rules.

25.2. Subject to Section 24, non-arbitrable disputes will be submitted to the courts located in Delaware, and the parties consent to that jurisdiction.

25.3. Mandatory consumer rights. If you reside in Puerto Rico or another jurisdiction with non-waivable mandatory consumer rights, nothing here limits them.

26.1. You consent to receive electronic communications (by email or in the Platform), including legal, security, verification, and transactional notices, which satisfy any writing requirement.

26.2. You may opt out of marketing, but we will continue to send necessary transactional or legal communications.

27.1. You represent that you are not located in, or a resident or national of, a sanctioned country or territory, and are not on any restricted-party list.

27.2. You will comply with applicable export control and sanctions laws and will not use the Service in violation of them.

28.1. We will not be liable for failures or delays caused by circumstances beyond our reasonable control (natural disasters, power or telecom failures, vendor or Subprocessor failures, cyberattacks, labor disputes, acts of authority, war, or pandemics).

29.1. We may modify these Terms. We will post the current version and update the “last updated” date.

29.2. Material changes will be notified by reasonable means before taking effect. Continued use after the effective date constitutes acceptance; if you disagree, stop using the Service.

30.1. Entire agreement. These Terms, the Privacy Policy, and any Order constitute the entire agreement regarding the Service.

30.2. Severability. If a provision is invalid, the rest remains in effect.

30.3. Waiver. Failure to exercise a right is not a waiver.

30.4. Assignment. You may not assign these Terms without our consent; we may assign them in a corporate transaction.

30.5. No third-party beneficiaries. No rights are created for third parties.

30.6. Relationship of the parties. The parties are independent contractors.

30.7. Notices. To Agora: legal@agorapr.com. To you: via your account email or a notice in the Platform.

30.8. Headings and language. Headings are for reference. In translations, the version we designate as official will prevail.

Agora Technologies, Inc. (doing business as Agora Puerto Rico).

• Legal matters: legal@agorapr.com
• Privacy: privacy@agorapr.com