Agora Investor Portal Terms of Use
1. Acceptance
The Agora Investor Portal (the "Portal") is made available by RJ Kelly Co. LLC ("RJK") through a third-party hosted platform. By accessing or using the Portal, you agree to these Terms of Use and the Privacy Policy, which together govern your access to and use of the Portal. If you do not agree, do not access or use the Portal.
2. Eligibility and Access
Access is granted only to investors in RJK investment entities and their authorized representatives. Credentials are personal to each user, may not be shared or transferred, may not be used by another person, and must be kept secure. You are responsible for all activity under your credentials and must notify RJK promptly if you believe they have been compromised.
3. Permitted Use
The Portal and its contents are provided solely so that you may review and monitor investments associated with your account. You may download and retain materials relating to those investments for your recordkeeping and for use by your accountants, attorneys, or other professional advisors, provided that they are bound by the same confidentiality obligations.
4. Prohibited Use
You may not reproduce, distribute, publish, or disclose Portal contents to any third party except as permitted above. You may not use automated means to scrape, extract, or index Portal contents; attempt to access information relating to investments not associated with your account; reverse engineer, disrupt, or interfere with the Portal or its security; or use the Portal for any unlawful purpose.
5. Confidentiality
All information made available through the Portal is confidential and proprietary to RJK. Your confidentiality obligations under your operating agreement, subscription documents, or any separate non-disclosure agreement remain in full effect and are in addition to these Terms.
6. No Offer and No Advice
Nothing on the Portal constitutes an offer to sell or a solicitation of an offer to buy any security. Nothing on the Portal constitutes investment, legal, tax, or accounting advice. You should consult your own advisors.
7. Information and Reporting
Reported financial and operating information is prepared internally by RJK. Projections and estimated valuations are based on assumptions that may change, and actual results may differ. In the event of any conflict between Portal contents and the operating agreement or subscription documents for an investment, those documents control. Past performance is not indicative of future results.
8. No Warranty
The Portal is provided on an "as is" and "as available" basis. RJK does not warrant that the Portal will be uninterrupted or error-free and makes no warranty as to the accuracy or completeness of information provided through it.
9. Limitation of Liability
To the fullest extent permitted by law, RJK will not be liable for any indirect, incidental, consequential, or punitive damages arising out of your use of or inability to use the Portal.
10. Suspension and Termination
RJK may modify, suspend, or terminate the Portal or your access to it at any time, with or without notice, including upon the transfer or redemption of your investment.
11. Privacy
Information collected through the Portal is handled in accordance with the Privacy Policy, which forms part of these Terms. The Privacy Policy describes the information RJK collects, how RJK uses, shares, retains, and protects that information, and the rights that may be available to you. RJK’s website privacy policy, available at https://rjk.com/privacy-policy, governs www.rjk.com only and does not apply to the Portal.
12. Changes to These Terms
RJK may update these Terms of Use from time to time. Revised Terms will be presented through the Portal sign-in process. Your continued access to or use of the Portal after the revised Terms are presented constitutes acceptance of those Terms.
13. Governing Law
These Terms of Use are governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws principles. Any dispute arising out of or relating to these Terms of Use or the Portal must be brought exclusively in the state or federal courts located in Massachusetts, and you consent to the jurisdiction of those courts.
14. Contact
Questions regarding these Terms of Use or the Portal should be directed to RJ Kelly Co. LLC, 55 Cambridge Street, Suite 300, Burlington, MA 01803.
15. Severability
If any provision of these Terms of Use is held to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable or, if it cannot be modified, will be severed, and the remaining provisions will remain in full force and effect.
16. Entire Agreement
These Terms of Use, together with the Privacy Policy, constitute the entire agreement between you and RJK regarding your access to and use of the Portal and supersede any prior understandings on that subject. They do not modify your operating agreement, subscription documents, or any separate non-disclosure agreement, which continue to govern your investment.