Agora: Platform Terms of Service and Liability Agreement
Last Updated: December 2, 2025
ATTENTION: This document constitutes a legally binding agreement between you (the "User," whether a Customer or a Service Provider) and Agora Inc. ("Agora," "we," "us," or "our"). By clicking "I Agree," accessing, or using the Agora platform, you explicitly agree to be bound by these Terms and Conditions. If you do not agree, you may not use the platform.
1. Description of Service
- 1.1. Platform as a Venue: Agora operates solely as an online marketplace (a "Venue") connecting Users seeking to hire services ("Customers") with third-party, independent contractors offering those services ("Service Providers").
- 1.2. No Partnership or Agency: Agora is not a party to the actual contract for service between the Customer and the Service Provider. We do not employ, supervise, or control Service Providers. The provision of services is a direct contractual relationship solely between the Customer and the Service Provider.
- 1.3. Scope of Work: Agora does not guarantee the quality, safety, legality, or suitability of any Service Provider or the work they perform.
2. User Obligations
- 2.1. Accuracy of Information: Users must provide accurate, current, and complete information during registration and while using the platform, including all required professional licenses and insurance details for Service Providers.
- 2.2. Service Provider Vetting: While Agora may conduct preliminary checks (e.g., license verification), the User acknowledges that Agora relies on the accuracy of the information provided by the Service Provider. The Customer remains solely responsible for conducting their own due diligence, background checks, and verification of the Service Provider’s qualifications.
- 2.3. Prohibited Conduct: Users shall not engage in fraudulent bidding, non-payment of fees, harassment, or any activity that violates the laws of Ontario or Canada.
3. Financial and Payment Terms
- 3.1. Agora Commission (Take Rate): Service Providers agree to pay Agora a commission (the "Take Rate"), currently set at ten percent (10%) of the total accepted bid/project value for every project successfully awarded through the platform.
- 3.2. Payment Obligation: The Service Provider is solely responsible for remitting the Take Rate to Agora upon project acceptance, regardless of whether they have received payment from the Customer.
- 3.3. Payment Processing: If Agora facilitates payment processing, we will handle funds according to the Payment Policy (separate document). Agora is not liable for payment failures, chargebacks, or non-payment disputes between Customers and Service Providers.
4. Platform Liability Disclaimer and Waiver (Indemnification)
4.1. INDEPENDENT CONTRACTORS (The Venue Clause): YOU ACKNOWLEDGE AND AGREE THAT AGORA IS SOLELY A PLATFORM FOR CONNECTION. AGORA HAS NO CONTROL OVER, AND DISCLAIMS ALL LIABILITY FOR, THE ACTIONS, OMISSIONS, WORK QUALITY, OR NEGLIGENT ACTS OF ANY SERVICE PROVIDER OR CUSTOMER.
4.2. ASSUMPTION OF RISK: THE CUSTOMER ACKNOWLEDGES THAT THEY ARE ENTERING INTO A CONTRACTUAL AGREEMENT WITH AN INDEPENDENT THIRD PARTY. CUSTOMERS ASSUME ALL RISKS, INCLUDING THE RISK OF PROPERTY DAMAGE, PERSONAL INJURY, FINANCIAL LOSS, OR ANY OTHER DAMAGE OR LIABILITY, RELATED TO OR ARISING OUT OF THE SERVICES PROVIDED BY THE SERVICE PROVIDER.
4.3. INDEMNIFICATION (Hold Harmless): You agree to defend, indemnify, and hold harmless Agora Inc., its affiliates, directors, officers, employees, and agents from and against any and all claims, demands, damages, losses, and expenses (including reasonable legal fees) arising from or relating to: (i) Your breach of these Terms. (ii) Any work, services, or contractual disputes that occur between you and another User. (iii) Your violation of any law or the rights of a third party, including intellectual property rights.
4.4. LIMITATION OF LIABILITY: IN NO EVENT SHALL AGORA'S AGGREGATE LIABILITY TO ANY USER EXCEED THE GREATER OF: (i) ONE HUNDRED CANADIAN DOLLARS ($100 CAD); OR (ii) THE AMOUNT OF COMMISSION FEES PAID BY THE USER TO AGORA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
5. Termination and Dispute Resolution
- 5.1. Termination: Agora reserves the right to suspend or terminate any User account immediately and without notice for non-compliance with these Terms, non-payment of commissions, or receiving multiple confirmed low ratings or complaints.
- 5.2. Governing Law: This Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein.
- 5.3. Dispute Resolution: Users agree that any claim or dispute arising from the contract for services must be resolved directly between the Customer and the Service Provider. Agora is not obligated to participate in or mediate any such dispute.
By clicking "I Agree," you signify that you have read, understood, and agree to be bound by the Terms and Conditions of this Agreement.