Escrow Terms

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The Agora Culture

Escrow Terms

EFFECTIVE DATE: April 21, 2014


The following Escrow Terms (this “Agreement”) governs the terms of the escrow relationship between

The Agora Culture (the “Company” or “we” or “our” or “us”) and buyers and sellers with respect to the

works of art and other property exhibited and offered for sale on the website [and

related mobile application] (collectively, the “Site”). By purchasing any property or otherwise

participating in any sale on the Site, you accept and agree to be bound by this Agreement. Please read

this Agreement carefully before participating in any sale.


Appointment as Escrow Agent; Escrow Fund

Upon a purchase of an item on the Site, the purchase price (the “Purchase Funds”) will be paid to the

Company in accordance with the <Terms of Purchase>. Each buyer and seller of items sold on the Site

hereby appoints the Company as its escrow agent for the purposes set forth in this Agreement to

administer, on the terms hereof, the Purchase Funds, and the Company hereby accepts such

appointment under the terms and conditions set forth in this Agreement. All purchase funds will be

maintained by the Company in cash in a non-interest bearing account of the Company (the “Escrow

Fund”) for disbursement by the Company only in accordance with the provisions of this Agreement.



The Company will disburse the entire amount of the Escrow Fund for a purchase transaction to the seller

after 2:00 Eastern Time on the 10th day after the buyer receives its purchased item (the “Disbursement

Time”) unless, prior to such time, the buyer delivers to the seller and the Company written notice that the

item it purchased is damaged (a “Damage Notice”). In the event that the Company receives, prior to the

Disbursement Time, a written notice from the buyer stating that the item it purchased is damaged, the

Company will not disburse any amounts in the Escrow Fund until the Company receives either (i) a joint

direction from the buyer and seller of the purchased item instructing the Company regarding payment of

the amounts in the Escrow Fund, in which case, the Company will act in accordance with such joint

direction, or (ii) an order from a court of competent jurisdiction instructing the Company regarding

payment of the amounts in the Escrow Fund, in which case, the Company will act in accordance with

such order. The Company will not resolve any dispute between buyers and sellers with respect to any

assertion that a purchased item has been damaged. The buyers and sellers are responsible for resolving

all such disputes on their own or through a court of competent jurisdiction. Except as otherwise

provided in this Agreement, the Company will only act with respect to the amounts in the Escrow Fund

in the manner described in this paragraph.


Other Duties of the Company

The Company shall have no duties or obligations regarding the Escrow Fund other than as stated in this

Agreement. The Company shall be entitled to act in accordance with any written notice from buyers and

sellers it believes in good faith to be valid. The Company shall have no liability or responsibility

hereunder for any act or omission to act except for its own gross negligence or willful misconduct. The

Escrow Agent may, at any time, upon notice to buyer and seller in a purchase transaction, for any reason

whatsoever, deposit the Escrow Fund relating to that purchase transaction in any court of competent

jurisdiction pending the final determination of any dispute between such buyer and seller.



All notices or other communications required or permitted hereunder shall be in writing and shall be

deemed given or delivered (i) when delivered personally or by private courier, (ii) when actually delivered

by registered United States mail, return receipt requested or, (iii) when sent by e-mail if confirmed as

received that day by the receiving party. Any notices or other communications to the buyer or seller

shall be sent to such party at the address and contact information provided by such party upon

registering for the Site. Any notices or other communications to the Company shall be sent to:


The Agora Culture

8300 Greensboro Drive

Suite 800

McLean, VA 22102



Each buyer and seller to a purchase transaction, jointly and severally, agrees to indemnify and hold the

Company harmless from any and all losses, damages, claims, liabilities, judgments and other costs and

expenses of every kind and nature which may be incurred by the Company by reason of its acceptance

of, and its performance under, this Agreement, including, without limitation, attorneys’ fees either paid to

retained attorneys or amounts representing the fair value of legal services rendered to itself for liabilities

incurred (the “Losses”), except to the extent the Losses arise from the gross negligence or willful

misconduct of the Company.


Changes to this Agreement

We reserve the right to change, modify, add or remove any part of this Agreement, at any time and in our

sole discretion, by posting the updated Agreement on the Site. Any changes to this Agreement will be

effective immediately when posted, and all prospective buyers and sellers should review this Agreement

carefully before participating in any sale. Changes to this Agreement will not apply to any transaction,

claim or dispute that arose before such changes became effective, all of which will remain subject to the

terms and conditions of this Agreement in effect at the time that such transaction, claim or dispute

arose. Please save and/or print a copy of this Agreement for your records.



The Company shall be automatically released from all responsibility and liability under this Agreement

regarding a purchase transaction upon the Company’s delivery or deposit of the entire amount of the

Escrow Fund in accordance with the provisions of this Agreement.

This Agreement constitutes the entire understanding among the buyer, seller and the Company

regarding the Company’s role as escrow agent pertaining to the Escrow Fund for any purchase



This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth

of Virginia excluding any conflicts of laws principles. All buyers and sellers that use the Site agree to

submit to the exclusive jurisdiction of the state courts of, and the federal courts sitting in, Fairfax County,

Virginia, U.S.A. to resolve any claim or dispute arising out of or related to this Agreement.

This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective

heirs, administrators, executors, successors and permitted assigns.

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