Agora Certificate Program Terms and Conditions
Effective: 03/17/2021
Welcome to the Agora Certificate Program, a virtual workshop program as further described here (the “Agora Certificate Program”). The Agora Certificate Program is hosted, powered, and provided by Agora Lab, Inc. (“Agora,” “we,” “us,” or “our”).
Please read these Terms and Conditions (these “Terms”) carefully. These Terms are a legal contract between you, the attendee, speaker, and/or participant of the Agora Certificate Program (hereinafter, “you” or “your”) and Agora, that governs your participation in the Agora Certificate Program (whether you are an attendee, speaker, and/or participant).
ACCEPTANCE OF THESE TERMS: By registering for, or otherwise participating in, the Agora Certificate Program: (1) acknowledge that you have read, understand, and agree to be bound by these Terms, including, without limitation, all of the terms and conditions reference below; (2) you affirm and represent and warrant that you are at least 18 years old or the age of majority in your jurisdiction, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms; and (3) you are entering into this agreement with Agora Lab, Inc., a California corporation.
IF YOU DO NOT AGREE WITH ANY OF THESE TERMS OR DO NOT MEET THE ELIGIBILITY REQUIREMENTS, DO NOT REGISTER FOR, OR OTHERWISE PARTICIPATE IN, THE AGORA CERTIFICATE PROGRAM.
1. PARTICIPATION IN THE AGORA CERTIFICATE PROGRAM
1.1. Privacy. Any personally identifiable information provided or collected through or in connection with your participation in the Agora Certificate Program shall only be used in accordance with these Terms and Agora’s Privacy Policy.
1.2. Right to Participate. If you have registered to attend the Agora Certificate Program, subject to your compliance with these Terms (including payment of applicable fees), Agora permits you a limited, revocable, non-exclusive right to attend the Agora Certificate Program, and access and use the workshop course materials provided by Agora for use in connection with your participation in the Agora Certificate Program, including, without limitation, any recording of the Agora Certificate Program (the “Materials”), solely for your own personal and non-commercial use.
1.3. Use of the Agora Services. If, as part of the Agora Certificate Program, you are expressly authorized by Agora to use Agora’s proprietary application program interface(s) (API(s)), sample software code, and other related websites, networks, applications, SDKs that enable you to implement the Agora live video platform services offered by Agora into your applications (all of the foregoing, collectively, the “Agora Service”), your use of the Agora Service shall be subject to the Agora Terms of Service Agreement. You agree to be bound by, and comply with, the Agora Terms of Service Agreement at all times with respect to your use of the Agora Service, which shall control with respect to your use of the Agora Service in the event of a conflict between these Terms and the Agora Terms of Service Agreement.
1.4. Prohibited Uses. As a condition of your participation in the Agora Certificate Program, you warrant to Agora that you will not participate in the Agora Certificate Program and/or access or use any Materials for any purpose or in any manner that is unlawful or prohibited by these Terms. Specifically, you are not allowed to (directly or indirectly): (a) resell or otherwise make commercial use of the Agora Certificate Program and/or Materials (or any part thereof); (b) collect or use any Materials and/or any other images, descriptions, or other content included in the Materials and/or made available in connection with the Agora Certificate Program; (c) copy, imitate, distribute, publicly perform, or publicly display the Agora Certificate Program and/or Materials (or any part thereof); (d) modify or otherwise make any derivative uses of the Agora Certificate Program and/or Materials or any portion thereof; (e) use data mining, robots or similar data gathering or extraction methods while accessing the Agora Certificate Program and/or Materials; (f) remove, obscure or alter any copyright, trademark, service mark or other proprietary rights notices or labels incorporated in or accompanying the Agora Certificate Program and/or Materials (or any part thereof); or (g) record, photograph, capture screen shots and/or images of the Agora Certificate Program and/or Materials, or use any other technology to capture or record the Agora Certificate Program and/or Materials.
1.5. Infringement. If you believe that any content or materials made available through or in connection with the Agora Certificate Program violates your copyright and/or trademark rights, please see Agora’s Infringement Policy for instructions on sending us a notice of copyright and/or trademark infringement.
2. USER SUBMISSIONS
2.1.User Submissions. Subject to the licenses and rights granted herein, you will retain all right, title and interest in and to any messages, photos, video, audio, images, data, text, content, materials and/or other types of works posted, uploaded and/or submitted by you in connection with your access and/or participation in the Agora Certificate Program (collectively, “UserSubmissions”). Please be advised that, any User Submissions posted to public forums, message boards, or other communication tools through or used in connection with the Agora Certificate Program will be considered non-confidential and non-proprietary.
2.2. License to User Submissions. By providing User Submissions, you grant Agora a worldwide, non-exclusive, irrevocable, perpetual, royalty-free, fully paid, transferable right and license (with the right to sublicense) to copy, reproduce, use, host, store, transfer, publicly display, publicly perform, transmit, reproduce, modify (for the purpose of formatting for display), and distribute your User Submissions, in whole or in part, in connection with your access to, or participation in, the Agora Certificate Program, and as reasonably necessary to provide the Agora Certificate Program to you and other participants of the Agora Certificate Program.
2.3. Responsibility for User Submissions. By participating in the Agora Certificate Program, you agree to comply with Agora’s Content Standards and Community Guidelines. Agora disclaims any and all liability in connection with User Submissions. You are solely responsible for your User Submissions, including its legality, reliability, accuracy and appropriateness, and the consequences of providing User Submissions in connection with your access and/or participation in the Agora Certificate Program. By providing User Submissions, you affirm, represent, and warrant that: (a) you are the creator and owner of the User Submissions, or have the necessary licenses, rights, consents, and permissions to authorize Agora to use and distribute your User Submissions as necessary to exercise the licenses and rights granted by you in these Terms; and (b) all User Submissions do and will comply with these Terms, including without limitation the Content Standards and Community Guidelines.
3. FEES & PAYMENT TERMS. You agree to, and shall, pay Agora the fees, if any, specified in the electronic or written purchase order submitted by you to purchase a ticket to attend the Agora Certificate Program. You expressly agree to, and hereby authorize Agora and/or its third party payment processors to charge the fees to the credit card, or other payment method, you provide at the time the ticket is purchased, in accordance with Agora’s then-current billing terms. You represent and warrant that you have the legal right to use any credit card(s) or other payment method(s) utilized in connection with any purchases made by you. All fees are due and payable in advance and United States Dollars (USD), unless otherwise expressly agreed to by Agora in writing. The fees are exclusive of all applicable sales, use, value-added and other taxes, or other similar charges, and you will be responsible for payment of all such taxes (other than taxes based on Agora’s income), and any related penalties and interest, arising from the payment of the fees, the delivery of the Agora Certificate Program, Materials and/or performance of any services by Agora. ALL FEES PAYABLE UNDER THIS AGREEMENT ARE NON-REFUNDABLE AND NON-CANCELLABLE.
4. TERMINATION. Agora reserves the right, in its sole discretion, to terminate and/or suspend your access to the Agora Certificate Program and/or Materials, or any portion thereof, at any time, for any reason, without notice. Provisions that, by their nature, should survive termination of these Terms shall survive termination, including, without limitation, any obligation you have to indemnify us, any limitations on our liability, disclaimers of warranties, releases, any terms regarding ownership or intellectual property rights, choices of law and judicial forum, and terms regarding disputes between us, including without limitation the arbitration agreement. Agora may make changes to, and/or discontinue or suspend the Agora Certificate Program, and/or any Materials at any time without notice. You agree that Agora will not be liable to you or to any third party for any changes, suspension or discontinuance of the Site, Agora Certificate Program and/or any Materials.
5. AGORA’S PROPRIETARY RIGHTS
5.1. Proprietary Rights. As between you and Agora, Agora and its licensors retain all right, title and interest in and to all intellectually property rights in the Agora Certificate Program, Materials, and any and all content, messages, data, text, graphics, images, photos, music, audio, video, works of authorship of any kind, that are posted, generated, provided or otherwise made available through the Agora Certificate Program, but excluding your User Submissions, and any and all modifications, enhancements and updates to the foregoing. All Agora trademarks are strictly owned by Agora, and nothing in these Terms will be construed to transfer ownership rights or grant any permission, license or other rights to any Agora trademark without written authorization from Agora. The trademarks, service marks, logos, and/or names of individuals, companies and/or products mentioned in connection with and/or through the Agora Certificate Program and/or Materials may be the trademarks of their respective owners. Agora reserves all rights and licenses not expressly granted to you in these Terms and no implied license is granted by Agora.
5.2. Feedback. Agora shall be entitled to unrestricted use of any and all comments, suggestions, ideas, notes, drawings, concepts, problems or other information with respect to the Agora Certificate Program and/or Materials disclosed or offered by you to us (collectively, “Feedback”). We may use the Feedback for any and all purposes whatsoever, commercial or otherwise, without any payment or other obligation to you or any other person involved with the creation of the Feedback.
6. LINKS TO THIRD PARTY SITES. The Agora Certificate Program may contain links to other third party websites which are not controlled or owned by Agora (“Linked Sites”). If you decide to access and use such Linked Sites, be advised that your use is governed solely by the terms and conditions of such Linked Sites, and Agora does not endorse, is not responsible for, and make no representations as to such Linked Sites, their content or the manner in which they handle your data. AGORA IS NOT LIABLE FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR ACCESS OR USE OF ANY SUCH LINKED SITES, OR YOUR RELIANCE ON THE PRIVACY PRACTICES OR OTHER POLICIES OF SUCH LINKED SITES.
7. DISCLAIMER. THE AGORA CERTIFICATE PROGRAM, MATERIALS, AND ANY OTHER CONTENT OR INFORMATION MADE AVAILABLE THROUGH AND/OR IN CONNECTION WITH THE AGORA CERTIFICATE PROGRAM, ARE PROVIDED “AS IS” AND “AS AVAILABLE”. AGORA AND ITS LICENSORS AND SUPPLIERS HEREBY EXPRESSLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES AND ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, SATISFACTORY PURPOSE, ACCURACY, OR NON-INFRINGEMENT.
AGORA AND ITS LICENSORS AND SUPPLIERS DO NOT WARRANT OR MAKE ANY GUARANTEE THAT THE AGORA CERTIFICATE PROGRAM, MATERIALS, OR ANY OTHER CONTENT OR INFORMATION MADE AVAILABLE THROUGH AND/OR IN CONNECTION WITH AGORA CERTIFICATE PROGRAM: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE COMPATIBLE WITH YOUR HOME NETWORK, COMPUTER OR MOBILE DEVICE, OR ANY THIRD PARTY PRODUCTS OR SERVICES; (C) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (D) WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM AGORA OR ANY THIRD PARTY, SHALL CREATE ANY WARRANTY.
8. LIMITED LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN NO EVENT SHALL: (I) AGORA BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL OR INCIDENTAL OR OTHER DAMAGES RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE ACCESS, USE OF, OR INABILITY TO ACCESS OR USE THE AGORA CERTIFICATE PROGRAM, MATERIALS AND/OR ANY OTHER CONTENT OR INFORMATION PROVIDED BY AGORA, EVEN IF AGORA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (II) AGORA’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR THE ACCESS, USE OF, OR INABILITY TO ACCESS OR USE THE AGORA CERTIFICATE PROGRAM, MATERIALS AND/OR ANY OTHER CONTENT OR INFORMATION PROVIDED BY AGORA, EXCEED FIFTY DOLLARS ($50.00). AGORA DISCLAIMS ALL LIABILITY OF ANY KIND OF AGORA’S LICENSORS AND SUPPLIERS.
9. Application of Disclaimers and Limitations. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages with respect to consumers (i.e., a person acquiring goods otherwise than in the course of a business), so the exclusions set forth these Terms may not apply to you if you are a consumer. The limitations or exclusions of warranties and liability contained in these Terms do not affect or prejudice the statutory rights of a consumer. The limitations or exclusions of warranties and remedies contained in these Terms shall apply to you as a consumer only to the extent such limitations or exclusions and remedies are permitted under the laws of the jurisdiction where you are located
10. BASIS OF THE BARGAIN. The warranty disclaimers and limitations of liability set forth in these Terms are fundamental elements of the basis of the agreement between you and Agora. Agora would not be able to provide the Agora Certificate Program and Materials on an economic basis without such limitations. The warranty disclaimer and limitation of liability inure to the benefit of Agora’s suppliers.
11. INDEMNIFICATION. You agree to indemnify, defend and hold harmless Agora and its officers, employees, agents, directors, subsidiaries, affiliates, successors, assigns, suppliers, and/or licensors from any and all claims, demands, damages, liabilities, losses, costs and expenses (including attorneys’ reasonable fees) arising from or related to: (a) your violation of these Terms, including but not limited to a claim arising out of a breach of your representations or warranties hereunder; (b) your participation in the Agora Certificate Program and/or use of any Materials; (d) your violation of any third party rights, including without limitation, any copyright, property, moral or privacy right; (e) your User Submissions; and/or (f) any disputes between you and any other attendee, speaker, and/or participant of the Agora Certificate Program. We reserve the right to assume control of the defense of any third-party claim that is subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses. Under no circumstances shall you enter into any settlement that involves an admission of liability, negligence or other culpability of Agora or requires Agora to contribute to the settlement without Agora’s prior written consent. Agora may participate and retain its own counsel at its own expense.
12. ELECTRONIC COMMUNICATIONS. By participating in the Agora Certificate Program, you consent to receiving electronic communications from Agora, including, without limitation, notices posted on the Agora websites and/or via email. These electronic communications may include notices about transactional information and other information concerning or related to your participation in the Agora Certificate Program. These electronic communications are part of your relationship with Agora and you receive them as part of your participation in the Agora Certificate Program. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
13. AVAILABILITY OF THE PROGRAM. Agora makes no claims regarding the availability or right to access or use of the Agora Certificate Program and/or Materials outside of the United States Agora may restrict access the Agora Certificate Program and/or Materials, or portions thereof, in certain countries in its sole discretion, and the Agora Certificate Program and/or Materials may not be available or accessible in all languages. If you use or access the Agora Certificate Program and/or Materials outside of the United States, you are responsible for compliance with the laws and regulations of your jurisdiction with respect to such use in your country of residence.
14. GOVERNING LAW; VENUE. These Terms shall be governed by the internal laws of the State of California, without giving effect to principles of conflict of laws. You hereby consent to the exclusive jurisdiction and venue of the state courts sitting in Santa Clara County, California or the federal courts in the Northern District of California to resolve any disputes arising under these Terms. In each case these Terms shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods.
15. GENERAL. Neither the rights nor the obligations arising under these Terms are assignable by you, and any such attempted assignment or transfer shall be void and without effect. You and Agora acknowledge and agree that each party is dealing with the other as independent contractors and nothing in these Terms and its performance shall be construed as creating a joint venture or agency between Agora and you. You agree that if Agora does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Agora has the benefit of under any applicable law), this will not be taken to be a formal waiver of Agora’s rights and that those rights or remedies will still be available to Agora. No waiver by either party of any breach of any provision hereof shall be deemed a waiver of any subsequent or prior breach of the same or any other provision. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms, which will remain in full force and effect. These Terms, along with Agora’s Privacy Policy, the Content Standards and Community Guidelines, and Infringement Policy, constitute the entire agreement between you and Agora, and supersedes all prior oral or written agreements or communications with regard to the subject matter described herein. Neither the rights nor the obligations arising under these Terms are assignable by you, and any such attempted assignment or transfer shall be void and without effect. The official text of these Terms (and any notice submitted hereunder) will be in English. The parties acknowledge that they require that these Terms be drawn up in the English language only. In the event of any dispute concerning the construction or meaning of these Terms, reference will be made only to these Terms as written in English and not to any translation into another language.
Questions. If you have any questions regarding these Terms, please send an email to community@agora.io.