Terms and Conditions (Advisor)

 NOTICE OF RIGHT TO CANCEL

You may CANCEL this transaction, without any penalty or obligation, within THREE BUSINESS DAYS (FIVE BUSINESS DAYS IN ALASKA AND FIFTEEN BUSINESS DAYS IN NORTH DAKOTA FOR INDIVIDUALS AGE 65 AND OLDER) from the above Order Date (5 business days for Alaska residents).  If you cancel, any property traded in, any payments made by you under the contract or sale, and any negotiable instrument executed by you will be returned within TEN BUSINESS DAYS following receipt by the seller of your cancellation notice, and any security interest arising out of the transaction will be canceled.  If you cancel, you must make available to the seller at your residence, in substantially as good condition as when received, any goods delivered to you under this contract or sale, or you may, if you wish, comply with the instructions of the seller regarding the return shipment of the goods at the seller’s expense and risk.  If you do make the goods available to the seller and the seller does not pick them up within 20 days of the date of your Notice of Cancellation, you may retain or dispose of the goods without any further obligation.  If you fail to make the goods available to the seller, or if you agree to return the goods to the seller and fail to do so, then you remain liable for performance of all obligations under the contract.  To cancel this transaction, mail or deliver a signed and dated copy of this Cancellation Notice or any other written notice, or send a telegram, to Agora Advantage, 1750 Prairie City Rd 130-107, Folsom, CA 95630, NOT LATER THAN MIDNIGHT of the third business day following the date set forth above.

I HEREBY CANCEL THIS TRANSACTION.

 Member Advisor’s Signature                                                                        

Date: _______________

Member Advisor – photocopy or print TWO copies of this receipt. If you elect to cancel your purchase, sign and return one copy to Agora Advantage, and retain the second for your records.

By clicking the “I Agree” button on this webpage, I certify that I have not been an Agora Advantage independent Advisor, or a partner, shareholder, or principal of any entity having an Agora Advantage business within the past six months.  I understand that any intentional misrepresentation of any information I provide on this independent Advisor Application and Agreement may result in action by Agora Advantage, up to and including termination of this Agreement.

Your status as an Agora Advantage independent Advisor is temporary. You must submit a properly completed IRS Form W-9 to Agora Advantage within 60 days from the date of your application. Failure to submit a W-9 will result in the cancellation of your Agora Advantage business.

Terms and Conditions 

 Agora Advantage is pleased to offer several avenues for an individual or entity to earn compensation by helping businesses obtain the products and services available via our Merchant Marketplace. We recognize that you may be applying for any one of the following positions: Referral Advisor, Member Advisor, Certified Member Advisor or Vendor Ambassador. For purposes of covering these terms and conditions, the term “Member Advisor” shall be used to referenced each of these positions collectively herein.

1. I understand that as an Agora Advantage LLC. Member Advisor:

a.   I have the right to offer for sale Agora Advantage products and services in accordance with these Terms and Conditions.

b.   I have the right to enroll persons in Agora Advantage via the enrollment process made available on my Member Advisor replicated website and the corporate website located at URL: www.AgoraAdvantage.com

c.    If qualified, I have the right to earn commissions pursuant to the Agora Advantage Compensation Plan.

2.     I agree to present the Agora Advantage Marketing and Compensation Plan and Agora Advantage products and services as set forth in official Agora Advantage literature.

3.     I agree that as an Agora Advantage Member Advisor I am an independent contractor, and not an employee, partner, legal representative, or franchisee of Agora Advantage.  I agree that I will be solely responsible for paying all expenses incurred by myself, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other expenses.  I UNDERSTAND THAT I SHALL NOT BE TREATED AS AN EMPLOYEE OF AGORA ADVANTAGE FOR FEDERAL OR STATE TAX PURPOSES.  Agora Advantage is not responsible for withholding, and shall not withhold or deduct from my bonuses and commissions, if any, FICA, or taxes of any kind. 

4.     I have carefully read and agree to comply with the Agora Advantage Policies and Procedures and the Agora Advantage Marketing and Compensation Plan, both of which are incorporated into and made a part of these Terms and Conditions (these three documents shall be collectively referred to as the “Agreement”).  If I have not yet reviewed the Policies and Procedures and/or Compensation Plan at the time I sign this Agreement, I understand that they are posted at www.AgoraAdvantage.com, and are also in the Document Library in my Agora Advantage Back Office.  I will review the Policies and Procedures and Compensation Plan within five days from the date on which I sign this Agreement.   If I do not agree to the Policies and Procedures or Compensation Plan, my sole recourse is to notify the company and cancel my Agora Advantage Agreement.  Failure to cancel constitutes my acceptance of the Policies and Procedures and Compensation Plan.  I understand that I must be in good standing, and not in violation of the Agreement, to be eligible for bonuses or commissions from Agora Advantage.  I understand that the Agreement may be amended at the sole discretion of Agora Advantage, and I agree to abide by all such amendments.  Notification of amendments shall be posted in my Agora Advantage Back Office.  Amendments shall become effective 30 days after publication, but amended policies shall not apply retroactively to conduct that occurred prior to the effective date of the amendment.  The continuation of my Agora Advantage business or my acceptance of bonuses or commissions after the effective date of any amendment shall constitute my acceptance of any and all amendments.

5.     The term of this agreement is one year (subject to prior cancellation pursuant to the Policies and Procedures).  If I fail to annually renew my Agora Advantage business, or if it is canceled or terminated for any reason, I understand that I will permanently lose all rights as a Member Advisor.  I shall not be eligible to sell Agora Advantage products and services nor shall I be eligible to receive commissions, bonuses, or other income resulting from the activities of my former downline sales organization.  In the event of cancellation, termination or nonrenewal, I waive all rights I have, including but not limited to property rights, to my former downline organization and to any bonuses, commissions or other remuneration derived through the sales and other activities of my former downline organization.  Agora Advantage reserves the right to terminate all Member Advisor Agreements upon 30 days’ notice if the Company elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its products and/or services via direct selling channels.  Member Advisor may cancel this Agreement at any time, and for any reason, upon written notice to Agora Advantage at its principal business address.

6.     I may not assign any rights under the Agreement without the prior written consent of Agora Advantage.  Any attempt to transfer or assign the Agreement without the express written consent of Agora Advantage renders the Agreement voidable at the option of Agora Advantage and may result in termination of my business.

7.     I understand that if I fail to comply with the terms of the Agreement, Agora Advantage may, at its discretion, impose upon me disciplinary sanctions as set forth in the Policies and Procedures.  If I am in breach, default or violation of the Agreement at termination, I shall not be entitled to receive any further bonuses or commissions, whether or not the sales for such bonuses or commissions have been completed.  I agree that Agora Advantage may deduct, withhold, set-off, or charge to any form of payment I have previously authorized, any amounts I owe or am indebted to Agora Advantage.

8.     Agora Advantage, its parent or affiliated companies, directors, officers, shareholders, employees, assigns, members, member advisors, certified member advisors, certified trainers and agents (collectively referred to as “affiliates”), shall not be liable for, and I release and hold harmless Agora Advantage and its affiliates from, all claims for consequential and exemplary damages for any claim or cause of action relating to the Agreement.  I further agree to release and hold harmless Agora Advantage and its affiliates from all liability arising from or relating to the promotion or operation of my Agora Advantage business and any activities related to it (e.g., the presentation of Agora Advantage products or Compensation and Marketing Plan, the operation of a motor vehicle, the lease of meeting or training facilities, etc.), and agree to indemnify Agora Advantage for any liability, damages, fines, penalties, or other awards arising from any unauthorized conduct that I undertake in operating my business.

9.     The Agreement, in its current form and as amended by Agora Advantage at its discretion, constitutes the entire contract between Agora Advantage and myself.  Any promises, representations, offers, or other communications not expressly set forth in the Agreement are of no force or effect.   

10. Any waiver by Agora Advantage of any breach of the Agreement must be in writing and signed by an authorized officer of Agora Advantage.  Waiver by Agora Advantage of any breach of the Agreement by me shall not operate or be construed as a waiver of any subsequent breach.

11. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be severed, and the severed provision shall be reformed only to the extent necessary to make it enforceable.  The balance of the Agreement shall remain in full force and effect.

12. This Agreement will be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws.  In the event of a dispute between a Member Advisor and Agora Advantage arising from or relating to the Agreement, or the rights and obligations of either party, the parties shall attempt in good faith to resolve the dispute through nonbinding mediation as more fully described in the Policies and Procedures.  Agora Advantage shall not be obligated to engage in mediation as a prerequisite to disciplinary action against an Affiliate.  If the parties are unsuccessful in resolving their dispute through mediation, the dispute shall be settled totally and finally by arbitration as more fully described in the Policies and Procedures.

13.  Notwithstanding the foregoing, either party may bring an action before the courts seeking a restraining order, temporary or permanent injunction, or other equitable relief to protect its intellectual property rights, including but not limited to customer and/or distributor lists as well as other trade secrets, trademarks, trade names, patents, and copyrights. The parties may also seek judicial enforcement of an arbitration award.  In all actions before the courts, the parties consent to exclusive jurisdiction and venue before the U.S. District Court for the Northern District of California, or state court residing in Alameda County, State of California.

14. LA Residents:  Notwithstanding the foregoing, Louisiana residents may bring an action against the Company with jurisdiction and venue as provided by Louisiana law. Should a Louisiana resident cancel the Member Advisor Agreement, Agora Advantage will refund 90% of the fees paid to enroll as a Member Advisor/Certified Member Advisor.

15. MT Residents: Should a Montana resident cancel the Member Advisor Agreement within 15 days from the date of enrollment, Agora Advantage will refund 100% of the fees paid to enroll as a Member Advisor/Certified Member Advisor.

16. MA and WY Residents: Should a Massachusetts or Wyoming resident cancel the Member Advisor Agreement, Agora Advantage will refund 90% of the fees paid to enroll as a Member Advisor/Certified Member Advisor.

17. Except as provided in paragraphs 14-16, refunds will be issued as provided in the Policies and Procedures and in the Notice of Right to Cancel above.   

18. A participant in this multilevel marketing plan has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to the company at its principal business address.

19. If a Member Advisor wishes to bring an action against Agora Advantage for any act or omission relating to or arising from the Agreement, such action must be brought within one year from the date of the alleged conduct giving rise to the cause of action, or the shortest time permissible under state law.  Failure to bring such action within such time shall bar all claims against Agora Advantage for such act or omission.  Member Advisor waives all claims that any other statute of limitations applies.   

20. Liquidated Damages. In any case which arises from or relates to the termination of Member Advisor’s Agreement and independent business, the parties agree that damages will be very difficult to ascertain.  Therefore, the parties stipulate that if a Member Advisor’s termination is proven and held to be wrongful under any theory of law, Member Advisor’s sole remedy shall be liquidated damages calculated as follows:

a.      For Member Advisors at the rank QMA through RMA, liquidated damages shall be in the amount of his/her gross compensation that he/she earned pursuant to Agora Advantage’s Compensation Plan in the twelve (12) months immediately preceding the termination. 

b.     For Member Advisors at the rank of NMA, liquidated damages shall be in the amount of his/her gross compensation that he/she earned pursuant to Agora Advantage’s Compensation Plan in the eighteen (18) months immediately preceding the termination. 

c.      For Member Advisors at the rank of EMA, liquidated damages shall be in the amount of his/her gross compensation that he/she earned pursuant to Agora Advantage’s Compensation Plan in the twenty-four (24) months immediately preceding the termination. 

Gross compensation shall include commissions and bonuses earned by the Member Advisor pursuant to Agora Advantage’s Compensation Plan as well as retail profits earned by Member Advisor for the sale of Agora Advantage merchandise.  However, retail profits must be substantiated by providing the Company with true and accurate copies of fully and properly completed retail receipts provided by Member Advisor to Customers at the time of the sale.

  21. I authorize Agora Advantage to use my name, photograph, personal story and/or likeness in advertising or promotional materials and waive all claims for remuneration for such use.

  22. A faxed copy of the Agreement shall be treated as an original in all respects.

Thank you!

DEFINITIONS

 AHC — Automated Clearing House- electronic crediting and debiting of funds.

Active Member — A Member who purchases Agora Advantage products and whose account current for payment.

 Agreement — This Agreement, including attached schedules and amendments as may exist.

Acquirer — The sponsoring financial institution: Deutsche Bank AG, NY, NY
"Card Associations" means Visa, MasterCard, American Express, Discover, JCB and Debit Networks

Compensation — The amounts paid to IC for Merchants processing and other sales to Merchants by IC

Confidential Information — The meaning as set forth in Section 5.01

Debit Networks —Interlink, Maestro and all other PIN Debit Networks

MasterCard — MasterCard International

Member/Merchant — Any business prospected or contracted to accept Agora Advantage services

Merchant Agreement — The agreement between USMS and Merchant for processing of card transactions

Merchant Application — The application completed by IC with Merchant for consideration by our merchant processing partner(s)

Merchant Marketplace — The proprietary system at Agora Advantage which allows members exclusive access to the method of accessing products, services and the terms and conditions made available by way of agreements between Agora Advantage and its Vendor partners.

Merchant Services — The program which enables Merchants to accept card payments

MSP — A company that provides Merchant Services on behalf of acquirer- our merchant processing partner(s) is(are) an MSP(s)

Rules — The rules as set forth from time to time by the card associations, acquirer,  our merchant processing partner(s) and Agora Advantage that must be adhered to by IC

Services/Certified Services — means services provided by Agora Advantage or service providers which offer their products in the Merchant Marketplace to Members and Merchants

Third Parties — means employee, customer, referral partner, consultant, affiliate, independent contractor, agent, Vendor of USMS or its subsidiaries

USMS —means U.S. Merchant Systems, LLC, its subsidiaries and assigns

Vendors — means third parties contracted with Agora Advantage in order to provide services to Members and Merchants and shall include Acquirers, third party processors, other MSPs, vendors of transaction services, payment services, financing, leasing, software and hardware utilized in the fulfillment of the Services as well as all other products and services available in the Merchant Marketplace

Visa —means Visa USA, Inc. and its affiliated companies