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Agora Extension Developer Agreement

Effective Date: 03/30/2023

Agora Lab, Inc., a California corporation (hereinafter, (“Agora”, “we,” “our” or “us”) owns and operates the Agora Extensions Marketplace located at https://www.agora.io/en/agora-extensions-marketplace/ (the “Agora Extensions Marketplace”), where Developers may list their extensions for purchase and end users may license certain software, content and/or digital materials created for use in connection with the Agora Services (as defined below) and distributed through the Agora Extensions Marketplace (hereinafter, the “Extensions”). This Agreement sets forth the legally binding terms and conditions between Agora and the Developer as specified on the applicable developer account registered by or on behalf of the Developer (hereinafter, the “Developer Account”), governing the use of the Agora Software and Agora Extensions Marketplace to develop and publish Extensions for use in connection with the Agora Services. Capitalized terms used in this introduction and not defined have the meanings given to them elsewhere in this Agreement.

For the avoidance of doubt, these Terms of Use (hereinafter, the “Terms”) do not apply to the use of the Agora Software Defined Real-Time Network (SD-RTN®) and associated services which enable end users to integrate and deploy live voice and video engagement capabilities and other communications features and functionalities into their web and mobile applications (collectively, the “Agora Services”), which shall be subject to Agora’s then-current Terms of Service for use of the Agora Services, or other agreement entered into by Agora for the use of the Agora Services.

IMPORTANT — PLEASE READ THESE TERMS CAREFULLY. THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS GOVERNING THE USE OF THE AGORA EXTENSIONS MARKETPLACE. THESE TERMS ALSO CONTAIN AN AGREEMENT TO ARBITRATE IN SECTION 15 BELOW WHICH WILL REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION. BY CLICKING “I AGREE”, OR PROCEEDING WITH THE DOWNLOAD, ACCESS, AND/OR USE OF ANY EXTENSIONS AND/OR ACCESSING OR USING THE AGORA EXTENSIONS MARKETPLACE YOU: (1) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THESE TERMS, (2) REPRESENT THAT YOU MEET THE ELIGIBILITY REQUIREMENTS SET FORTH IN SECTION 1 BELOW; AND (3) AGREE THAT YOU ARE ENTERING INTO THESE TERMS WITH AGORA LAB, INC., A CALIFORNIA CORPORATION, WITH ITS PRINCIPAL PLACE OF ADDRESS LOCATED AT 2804 MISSION COLLEGE BLVD., SANTA CLARA, CA 95054.

IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THESE TERMS, OR DO NOT MEET THE ELIGIBILITY REQUIREMENTS SET FORTH BELOW, DO NOT CLICK “I AGREE”, OR DOWNLOAD OR USE ANY EXTENSIONS OR ACCESS OR OTHERWISE USE THE AGORA EXTENSIONS MARKETPLACE OR ANY PART THEREOF.

1. DEFINITIONS

1.1. “Agora Extensions Marketplace” means the Agora Extensions Marketplace, made available online and operated by Agora at https://www.agora.io/en/agora-extensions-marketplace/.

1.2. “Agora Services” means the Agora Software Defined Real-Time Network (SD-RTN®) and associated services which enable end users to integrate and deploy live voice and video engagement capabilities and other communications features and functionalities into their web and mobile applications.

1.3. “Agora Services Agreement” means the then-current Terms of Service for the Agora Services or other agreement such End User entered into with Agora for the use of the Agora Services.

1.4. “Agora Software” means any downloadable tools, client libraries, software development kits (SDKs), APIs, API keys that uniquely identify a particular Extension, and/or other such proprietary software programs and/or tools, and any and all updates, modifications, improvements and/or enhancements to any of the foregoing, that are provided or made available to Developer by Agora under this Agreement.

1.5. “Developer EULA” means a legally binding end user license agreement, or similar agreement, provided by Developer that governs the use of the Extensions by End Users.

1.6. “Documentation” means all of the instructions, code samples, on-line help files and technical documentation for the Agora Services and/or Agora Software made available by Agora to Developer hereunder.

1.7. “End User” means any person, company or other legal entity that downloads, accesses and/or uses any Extensions for use in connection with the End User’s application that utilizes the Agora Services.

1.8. “End User Agreement” means either (a) the Developer EULA, or (b) the Standard EULA, if elected by Developer or if Developer has not provided a Developer EULA.

1.9. “Extensions” means the software program extensions developed by or on behalf of Developer utilizing the Agora Software for use by End Users in connection with the Agora Services, including any related user documentation, and any release, version or enhancement thereto, that Developer publishes and distributes to End Users through the Agora Extensions Marketplace, as set forth in this Agreement.

1.10. “Standard EULA” means the then-current standard end user license agreement for use of the Extensions available.

2. ACCESS AND USE OF AGORA EXTENSIONS MARKETPLACE

2.1. Developer Account; Credentials. In order to access and use the Agora Software and Agora Extensions Marketplace, Developer must register a Developer Account. Developer agrees to provide and maintain up to date information that is true, accurate, current, up to date, and complete. In addition, Developer agrees that Developer will not (a) create a Developer Account using a false identity or fictitious name or information, and/or (b) create a Developer Account or use the Agora Software and/or Agora Extensions Marketplace if Developer has been previously removed or banned by Agora from use thereof, or any part thereof. Developer understands and agrees that Developer is solely responsible for maintaining the confidentiality of and protecting Developer’s password for the Developer Account, including, without limitation, and credentials and/or access keys provided by Agora to Developer to access and/or use the Agora Software. Developer is solely responsible for any activity originating from the Developer Account, regardless of whether such activity is authorized by Developer. Developer agrees to notify Agora immediately of any unauthorized use of the Developer Account. Agora reserves the right to limit the number of Developer Accounts that can be created from any one computer or mobile device and the number of computer or mobile devices that can access an individual Developer Account.

2.2. Authorized Users. Developer acknowledges and agrees that Developer is solely responsible and liable for the use of the Agora Software and/or Agora Extensions Marketplace by its employees and/or contractors (“Authorized Users”). Developer agrees that it shall not permit any person other than Authorized Users to access and use the Agora Software and/or Agora Extensions Marketplace and will ensure that its Authorized Users use the Agora Software and/or Agora Extensions Marketplace solely in accordance with this Agreement. Any breach of this Agreement by any Authorized User will be deemed a breach by Developer.

2.3. Access and Use. Subject to Developer’s compliance with the terms and conditions of this Agreement, Developer may access and use the Agora Extensions Marketplace solely to publish, promote, market and distribute the Extensions through the Agora Extensions Marketplace. Developer agrees to use the Agora Extensions Marketplace only for purposes that are permitted by (a) this Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).

2.4. Licenses to Agora. Developer grants to Agora and its affiliates a non-exclusive, worldwide license to (a) host, link to, copy, translate, publicly perform, publicly display, test, distribute, market, promote, and otherwise use the Extensions and any content contained in, accessed by, or transmitted through the Extensions; and (b) use, copy, display, perform, and distribute any information, content and/or materials uploaded, transmitted, and/or submitted by Developer in connection with the Extensions and/or through the Extensions product page (collectively, “Developer Materials”); and (c) use, copy, display, perform, and distribute any trademarks, trade names, domain names, logos, branding or other intellectual property included or incorporated in any Extensions and/or Developer Materials (collectively, the “Developer Branding”); in each case, to the extent necessary for Agora to provide the Agora Extensions Marketplace and related services to Developer and to Agora’s other customers and users of the Agora Extensions Marketplace. Agora may use consultants and other contractors in connection with the performance of obligations and exercise of rights under this Agreement, provided that such consultants and contractors will be subject to the same obligations as Agora. Subject to the licenses granted herein, Developer shall retain all right, title, and interest in and to the Extensions, Developer Materials and Developer Branding.

2.5. Prohibited Uses. Developer will not, and will not permit any third party (including any Authorized User) to:

(a) license, sub-license, sell, re-sell, rent, lease, transfer, distribute, time share or otherwise make any portion of the Agora Extensions Marketplace (or any part thereof) available for access by third parties except as otherwise expressly provided in this Agreement;

(b) access or use the Agora Extensions Marketplace (or any part thereof) for the purpose of developing competitive products or services;

(c) reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or other trade secrets, or any underlying ideas, algorithms and/or technology from or about the Agora Extensions Marketplace (or any part thereof);

(d) develop Extensions, or use the Agora Extensions Marketplace (or any part thereof), in a way that violates or infringes upon the rights of a third party, including those pertaining to: contract, intellectual property, privacy, or publicity;

(e) remove, alter, or obscure in any way any proprietary rights notices (including copyright notices) of Agora or its suppliers on or within the Agora Extensions Marketplace;

(f) develop Extensions, or use the Agora Extensions Marketplace (or any part thereof), in a way that interferes with or disrupts the integrity or performance of the Agora Software, Agora Services, and/or Agora Extensions Marketplace (or any part thereof), or any system, network or data or cause or aid in the cause of the destruction, manipulation, removal, disabling, or impairment of any portion of the Agora Software, Agora Services, and/or Agora Extensions Marketplace;

(g) develop Extensions, or use the Agora Extensions Marketplace (or any part thereof), in any manner that imposes or enables an unreasonable or disproportionately large load on the Agora Extensions Marketplace and/or Agora Services or circumventing or attempting to circumvent any filtering, security measures or other features designed to protect the Agora Extensions Marketplace and/or Agora Services

(h) develop Extensions for purposes of, or that enable End Users to utilize the Agora Services for, illegal gambling, games of chance, sweepstakes, or contests;

(i) develop Extensions for purposes of, or that enable End Users to utilize the Agora Services for, promoting, encouraging or facilitating any illegal activity (including, without limitation, unsolicited mass distribution of email, multi-level marketing proposals, prostitution, trafficking or dealing of drugs, fire arms, explosives, weapons, and/or stolen or counterfeit goods);

(j) attempt to gain unauthorized access to the Agora Software, Agora Services, and/or Agora Extensions Marketplace (or any part thereof), or its related systems or networks;

(k) frame or utilize framing techniques to enclose the Agora Software, Agora Services, and/or Agora Extensions Marketplace or any portion thereof;

(l) use any meta tags, “hidden text”, robots, spiders, crawlers, or other tools, whether manual or automated, to collect, scrape, index, mine, republish, redistribute, transmit, sell, license or download the Agora Software, Agora Services, and/or Agora Extensions Marketplace (or any part thereof), content, or the personal information of others without Agora’s prior written permission or authorization;

(m) develop Extensions that, or use the Agora Extensions Marketplace (or any part thereof) to, store or transmit any malicious or unsolicited code or software, or store, transmit or upload any material and/or content that is false, inaccurate, illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, infringing, libelous, tortious, or otherwise objectionable in Agora’s reasonable opinion, or to store, transmit or upload any material or content that violates any third party’s intellectual property rights and/or privacy rights;

(n) use any End User information, or information of other users of the Agora Extensions Marketplace, that Developer has obtained through or in connection with the use of the Agora Extensions Marketplace to direct or to otherwise enable End Users or other users of the Agora Extensions Marketplace to purchase Extensions outside of the Agora Extensions Marketplace;

(o) use the Agora Extensions Marketplace to distribute and/or make available any Extension that include additional fees for content, materials and/or functionality of the Extensions (for example, additional payments in addition to the License Fees and/or via in-app purchases) for the purpose of circumventing Developer’s payment obligations of the Transaction Fees under this Agreement with respect to the Extensions;

(p) impersonate any person or entity, use a fictitious name, or falsely state or otherwise misrepresent Developer’s affiliation with any person or entity; or

(q) develop Extensions, use the Agora Extensions Marketplace (or any part thereof), or transmit any data, in any manner that violates in any law, rule, regulation or any other legal or regulatory requirement imposed by any regulatory or government agency, including, without limitation, export laws and regulations.

2.6. Agora’s Use of Developer Branding. Developer hereby agrees that Agora shall have the right, but not the obligation, to include Developer’s name and logo as a user of the Agora Extensions Marketplace on Agora’s websites and in other marketing materials promoting the Agora Extensions Marketplace. Agora and its affiliates may include Developer Branding, screenshots, videos, and demonstrations of the Extensions and any content contained in, accessed by, or transmitted through the Extensions in presentations, marketing materials, marketing events, developer events, financial reports, website listings (including links to Developer’s website), press releases, and customer lists (which includes, without limitation, customer lists posted on Agora’s websites) for purposes of marketing the Agora Extensions Marketplace, Agora’s products and services, or publicizing the Extensions.

2.7. Operational Metrics. Agora monitors and collects certain statistics, metrics, analytics, and data regarding the performance and operation of the Agora Software and Agora Extensions Marketplace, and other operational and technical metrics necessary to manage and perform Agora Software and Agora Extensions Marketplace (collectively, “Operational Metrics”). Agora uses Operational Metrics for its own business purposes, such as improving, testing, and maintaining the Agora Software and/or Agora Extensions Marketplace, and developing additional products and services. Developer grants to Agora a non-exclusive, irrevocable, transferable, worldwide, and royalty-free license to collect, analyze and internally use Operational Metrics relating to its delivery of the Agora Software and Agora Extensions Marketplace, including Operational Metrics derived from, or related to, data and/or information transmitted, uploaded, and/or submitted in connection with Developer’s and/or its Authorized Users’ use of the Agora Software and/or Agora Extensions Marketplace, including the generation of reports for internal, external, and public use, and to use Operational Metrics for Agora’s internal business purposes. Agora may only publicly distribute Operational Metrics in aggregate, non-personally identifiable form that cannot be used to identify Developer or any of its individual Authorized Users. Any personally identifiable data or information provided to, or collected by, Agora in connection with Developer’s and/or its Authorized Users’ use of the Agora Software and/or Agora Extensions Marketplace shall only be used in accordance with this Agreement and Agora’s Privacy Policy available at www.agora.io/privacy-policy.

3. DEVELOPER RESPONSIBILITIES

3.1. Extensions. Developer is solely responsible for the Extensions, including all activities relating to the development, production, delivery, updating, promotion and operation of the Extensions and all protection and security of any data and/or information transmitted through the Extensions. Developer is solely responsible for obtaining all applicable licenses necessary for the development and use of Extensions. Developer represents and warrants that Developer shall not use any free or open source software in the development of any Extensions in such a way that would cause the Agora Services, Agora Software and/or any End User content, in whole or in part, to be subject to any free or open source software licensing terms. Developer understands and agrees that it will not build any Extensions primarily directed to or for which a significant portion of End Users will be children under the age of 16 without Agora’s prior written consent.

3.2. Support and Maintenance. Developer will be solely responsible for support and maintenance of the Extensions and for responding to and resolving any complaints about the Extensions. Developer’s contact information will be displayed in each Extension product page and made available to End Users for customer support purposes. Developer agrees to, at all time, provide and maintain up to date contact information in order for End Users to contact Developer regarding the Extensions.

3.3. End User Agreement. Developer, and not Agora, shall enter into the End User Agreement with each End User for the license to and use of the Extensions. The applicable End User Agreement for each Extensions shall be made available and linked via the product page for the applicable Extension. Any licenses and grants in the End User Agreement are between Developer and the applicable End User and will not create any obligations or responsibilities of any kind for Agora Developer; provided that, Developer acknowledges and agrees, and represents and warrants, that any licenses granted in the End User Agreement to use the Extensions shall be for limited to End User’s use of the Extensions in connection with the use of the Agora Services in accordance with the Agora Services Agreement. Without limiting the foregoing, Developer acknowledges and agrees that End Users that have licensed an Extension will have the ability to access and download the Extension for as long as the Extension is available on the Agora Extensions Marketplace.

3.4. Privacy. Developer agrees that Developer will protect the privacy and legal rights of End Users. If End Users provide Developer with, or Extensions access or use, user names, passwords, or other login information or personal information, Developer must make the End Users aware that the information will be available to Developer, and Developer (a) must provide a legally adequate privacy notice, (b) must provide legally adequate protection for those End Users in accordance with applicable privacy laws, rules and regulations, and (c) may only use that information for the limited purposes for which the End User has given Developer permission to do so. If any Extensions store personal or sensitive information provided by End Users, such Extensions must do so securely and only for as long as necessary and in full compliance with any applicable law regarding Developer’s access or use of such information. Notwithstanding the foregoing, if End User has opted or entered into a separate agreement with Developer that allows Developer to store or use personal or sensitive information directly related to such End User’s use of the applicable Extensions licensed by such End User, then the terms of that separate agreement and any applicable privacy laws will govern Developer’s use of such information.

3.5. Representations and Warranties. Developer represents and warrants that

(a) Developer or its licensors own all right, title, and interest in and to the Extensions, Developer Materials and Developer Branding;

(b) Developer has all the rights necessary to grant the licenses granted herein to Agora in and to the Extensions, Developer Materials and Developer Branding;

(c) the Extensions, Developer Materials and Developer Branding will not violate this Agreement, or the rights of any third party (e.g. copyright, patent, trademark, publicity, privacy, or other proprietary right of any person or entity), or any applicable regulation, rules or law, including but not limited to any export, re-export, or import laws, and/or any privacy laws, rules or regulations, and/or the laws of any country in which the Extension is made available;

(d) the Developer Materials and Developer Branding, and any other content, information and/or materials that are intended to market the Extensions are truthful, accurate and do not misrepresent the Extension; and

(e) Developer is, and will remain, in compliance with all applicable laws, rules, and regulations, in connection with Developer’s activities under this Agreement, including, without limitation, any and all permit and license requirements, and any privacy laws, rules and regulations.

4. PRICING AND PAYMENT TERMS

4.1. License Fees. Developer will establish the price it charges for licenses to the Extensions (“License Fees”). Unless otherwise agreed by Agora, all Licensee Fees must be in US Dollars (USD). Subject to any changes to Agora’s fees as set forth in Section 4.2, for each license purchased for an Extension, Developer will receive a fee equal to seventy percent (70%) of the gross License Fees paid for such Extension (the “Developer Fees”). Subject to Agora’s receipt of the License Fees, Developer Fees will be paid out to Developer electronically via Agora’s third party payment processor(s), in accordance with our then-current payment schedule. Developer is required to have, and payments of Developer Fees are subject to Developer obtaining, all necessary accounts with the applicable third party payment processor(s) to accept such payments from Agora. For a list of Agora’s current third payment processors, please see our FAQs.

4.2. Transaction Fees. For each license purchased for an Extension, Agora shall receive a transaction fee equal to thirty percent (30%) of the gross License Fees paid for such Extension (the “Transaction Fee“). Agora may change the Transaction Fees upon ten (10) days prior notice. For the avoidance of doubt, any License Fees paid by an End User prior to the applicable effective date of such change, shall be subject to the Transaction Fees in effect prior to such change. For the avoidance of doubt, no Transaction Fees will be collected for Extensions that are listed at no charge or free and made available by Developer End Users for no charge and/or free. For more information regarding our Transaction Fees and current pricing, please see our FAQs.

4.3. Free Extensions. Developer will not be charged any Transaction Fees for licenses issued to End Users for Extensions that are distributed by Developer free of charges and/or fees for any use of the Extension by End Users (“Free Extensions”). For the avoidance of doubt, “Free Extensions” do not include Extensions provided on a free-trial basis or free-trial version with an “upgrade” option for the full paid version of the Extension. If Developer distributes Free Extensions, Developer may not collect future charges from End Users for copies of the Free Extensions that those End Users were initially allowed to download for free.

4.4. Taxes. Developer is solely responsible for (a) collection and payment of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (“Taxes”) on transactions for purchases of licenses for Extensions from Developer; and (b) Taxes on any payments it receives from Agora regardless of which taxing jurisdiction that has jurisdiction concerning such Taxes. Without limiting the foregoing, except as otherwise expressly agreed by Agora in writing, all payments from Agora to Developer are inclusive of Taxes (other than withholding Taxes), and where applicable law requires Agora to withhold any amounts otherwise due to Developer and amounts payable to Developer will not be grossed up on account of withholding Taxes. Developer will provide Agora with any and all information and documentation as Agora deems necessary for Agora to account for performance of Developer’s obligations under this Section 4.4 and/or Agora’s own obligations. Without limitation of any other remedies under this Agreement or at law, Developer’s failure to provide such information or documentation will be grounds for Agora to suspend payment to Developer under this Agreement indefinitely until provision of such information or documentation. No suspended payment shall accrue or be entitled to any interest of any kind.

4.5. Refunds. There will be deducted from any amounts due to Developer hereunder an amount equal to Developer Fees previously paid or credited to Developer on licenses purchased by End Users for Extensions where all, or substantially all, of the payment for such licenses orders has since been returned to the applicable End User by Agora. If only a portion of such payment has since been returned to the End User, or allowances have been credited to the End User by Agora, the pro rata amount of previously paid or credited commissions on such returns or allowances will be deducted.

5. END USER DISPUTES. Developer acknowledges and agrees that the End User Agreement is solely between Developer and the applicable End User, and Agora shall not be responsible for, and shall not have any liability whatsoever under, any End User Agreement or any breach by Developer or any End User of any of the terms and conditions of any End User Agreement. Developer acknowledges and agrees that any problems or disputes between Developer and any End User or any other user of the Agora Extensions Marketplace, with respect to the Extensions and/or arising under the End User Agreement (collectively, “Disputes”), must be resolved solely between Developer and the applicable End User and/or other user. Agora is not responsible for any loss, harm or damage of any sort incurred as a result of any such interactions or dealings between Developer and any End User and/or any other user of the Agora Extensions Marketplace, and Agora has no obligation to become involved in any resulting Dispute. DEVELOPER, ON BEHALF OF ITSELF AND ITS SUCCESSORS, ASSIGNS, REPRESENTATIVES, AUTHORIZED USERS, EMPLOYEES, CONTRACTORS, AGENTS, CLIENTS, AND ANYONE ELSE CLAIMING BY OR THROUGH DEVELOPER (“DEVELOPER PARTIES”), HEREBY EXPRESSLY RELEASE, DISCHARGE, AND HOLD AGORA AND ITS EMPLOYEES, AGENTS, REPRESENTATIVES, SHAREHOLDERS, OFFICERS, DIRECTORS, AFFILIATES, CONTRACTORS, SUCCESSORS OR ASSIGNEES (THE “RELEASED PARTIES”) HARMLESS FROM, AND WAIVE ANY AND ALL CLAIMS (INCLUDING BUT NOT LIMITED TO CLAIMS FOR PROPERTY DAMAGE, PERSONAL INJURY, OR DEATH), DEMANDS, AND DAMAGES OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO THE END USER AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY BREACH BY DEVELOPER AND/OR ANY END USER OF THE END USER AGREEMENT, AND/OR ANY DISPUTES. IF DEVELOPER OR ANY DEVELOPER PARTY IS A CALIFORNIA RESIDENT, END USER SHALL AND HEREBY DOES WAIVE, ON BEHALF OF ITSELF AND THE CUSTOMER PARTIES, CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

6. REMOVAL OF EXTENSIONS

6.1. Removal by Developer. Developer may remove Extensions from future distribution via the Agora Extensions Marketplace at any time, but Developer must comply with this Agreement and the applicable End User Agreement, including but not limited to refund requirements. Removing Extensions from future distribution via the Agora Extensions Marketplace does not (a) affect the license rights of End Users who have previously purchased or downloaded Extensions, except where the End User’s rights to use the Extensions have been terminated pursuant to the End User Agreement. Notwithstanding the foregoing, Developer acknowledges and agrees that Developer, and not Agora, has sole control over enabling access to the Extensions and nothing in this Agreement shall obligate or require Agora to turn off access to the Extensions.

6.2. Removal by Agora. While Agora does not undertake any legal obligation to monitor the Extensions or their content, Agora reserves the right to do so. If Agora is notified by Developer or otherwise becomes aware and determines in its sole discretion that an Extension or any portion thereof or any Developer Materials; (a) violates the intellectual property rights or any other rights of any third party; (b) violates any applicable law or is subject to an injunction; or (c) violates the terms of this Agreement including, without limitation, the prohibitions set forth in Section 2.5 of this Agreement, Agora may, at its option and without limiting any of its other rights and remedies under this Agreement or under applicable laws, (i) require Developer, at its option, either fix, modify and/or repair the Extension and/or Developer Materials (as applicable), or remove the Extension and/or Developer Materials (as applicable) from the Agora Extensions Marketplace; and/or (ii) remove the Extension from the Agora Extensions Marketplace immediately, or reclassify the Extension at its sole discretion and without any liability.

7. LICENSE GRANTS; AGORA PROPRIETARY RIGHTS

7.1. License Grant to Agora Software. Subject to Developer’s compliance with the terms of this Agreement, Agora hereby grants to Developer a limited, non-exclusive, non-transferable, and non-sublicensable license during the term of this Agreement to (a) download and use the Agora Software, and modify any sample code included within the SDK, in each case, solely to develop Extensions that interoperate with the Agora Services in accordance with the Documentation, and (b) reproduce, copy and use a reasonable number of copies of the Documentation in connection with Developer’s exercise of the license granted in clause (a) of this Section 7.1.

7.2. Restrictions. Except as otherwise expressly permitted under this Agreement, Developer will not directly or indirectly: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble or otherwise attempt to extract the source code or underlying technology of the Agora Software; (b) sublicense, resell, or distribute the Agora Software or any component thereof, except solely to the extent integrated in any Extension, or access, use, or copy any portion of the Agora Software or Documentation to, directly or indirectly, develop, promote or support any product or service that is competitive with any Agora products and services; (c) delete, obscure or modify any copyright, trademark, proprietary or other notices of Agora or its licensors in the Agora Software and/or Documentation; (d) use the Agora Software, in any manner that violates in any law, rule, regulation, including, without limitation, any export laws or regulations, or any other applicable legal or regulatory requirement imposed by any regulatory or government agency; (e) assert (or authorize, assist, or encourage any third party to assert) any intellectual property infringement claims against Agora or any of its affiliates regarding any portions of the Agora Software or Documentation; or (f) use the Agora Software and/or Documentation for benchmarking or comparative purposes where the results are published, disseminated or disclosed to a third party.

7.3. Open Source and Third-Party Components. The Agora Software may include certain third-party software components and open source software components that are subject to separate license agreements as detailed at: www.agora.io/3Plicenses (collectively “Third Party Software”). Such third-party license or open source license terms, as applicable, will govern Developer’s use of the applicable Third-Party Software.

7.4. Use of Agora Trademarks. Agora grants to Developer a non-exclusive license

during the term of this Agreement to use Agora’s trademarks to market and promote the availability of the Extensions in the Agora Extensions Marketplace in accordance with the terms of this Agreement and in compliance with Agora’s then-current trademark usage guidelines. Any use of Agora’s trademarks by Developer by will inure to the benefit of Agora.

7.5. Proprietary Rights. As between Developer and Agora, Agora and its licensors retain all right, title and interest in and to the Agora Software, Agora Services and Agora Extensions Marketplace, any and all content, messages, data, text, graphics, images, photos, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Agora Extensions Marketplace, but excluding Extensions, Developer Materials and Developer Branding, any and all modifications, enhancements and updates to any of the foregoing. The Agora trademarks are strictly owned by Agora, and nothing in this Agreement 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 through the Agora Extensions Marketplace may be the trademarks of their respective owners. Agora reserves all rights and licenses not expressly granted to Developer in this Agreement and no implied license is granted by Agora.

7.6. Feedback. Developer acknowledges that any ideas, inventions, suggestions for improvement or discussions submitted by Developer and/or any Authorized User regarding any aspect of the Agora Software, Agora Services and/or Agora Extensions Marketplace, including, without limitation, the functioning, features, and other characteristics or component thereof (“Feedback”) may be used by Agora without compensation or attribution to Developer, and Developer hereby grants Agora, its subsidiaries, affiliates and partners a worldwide, irrevocable, royalty free, non-exclusive, sublicensable and transferable license under all Developer’s intellectual property rights in and to such Feedback, for Agora to use and exploit for any purpose.

8. TERMINATING THIS AGREEMENT

8.1. Term. This Agreement will continue to apply until terminated by either Developer or Agora as set out below.

8.2. Termination. Developer may terminate this Agreement by terminating the Developer Account, ceasing use of the Agora Extensions Marketplace, and removing all Extensions from the Agora Extensions Marketplace. Agora may at any time, terminate this Agreement if (a) Developer breaches the Agreement; (b) Agora is required to do so by law; or (c) Agora decides to no longer provide the Agora Extensions Marketplace. In addition, at any time, Agora may suspend or terminate Developer and/or any Authorized User’s rights to access or use the Agora Extensions Marketplace (or any part thereof), if Agora, in good faith, believes that Developer and/or any Authorized User has used the Agora Extensions Marketplace (or any part thereof) in violation of this Agreement, including any incorporated guidelines, terms or rules.

8.3. Effect of Termination. After termination of this Agreement, Agora will not distribute any Extensions to End Users that have not previously licensed such Extensions, but may retain and use copies of, and continue to exercise the rights and licenses hereunder in and to, the Extensions and Developer Materials in order for Agora to be able to fulfill any obligations towards End Users that will survive the removal of an Extension from the Agora Extensions Marketplace.

8.4. Survival. The following Sections shall survive any expiration or termination of this Agreement: 1, 2.2, 2.4 (to the extent permitted in this Agreement), 2.5, 2.6, 2.7, 3, 4 (with respect to any payment obligations arising prior to termination or expiration of this Agreement), 5, 7.2, 7.3, 7.5, 7.6, 8.3, 8.4, 9, 10, 11, 12, 13, 14, 15, and 16.

8.5. Changes and Modifications. Agora reserves the rights to either temporarily or permanently modify, suspend or discontinue the Agora Software and/or Agora Extensions Marketplace (or any part thereof) with or without notice and Developer agrees that Agora will not be liable to Developer or to any third party for such any modification, suspension or discontinuance.

9. DISCLAIMER OF WARRANTIES. DEVELOPER EXPRESSLY UNDERSTANDS AND AGREES THAT THE USE OF THE AGORA EXTENSIONS MARKETPLACE IS AT DEVELOPER’S SOLE RISK AND THAT THE AGORA EXTENSIONS MARKETPLACE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. DEVELOPER EXPRESSLY UNDERSTANDS AND AGREES THAT AGORA IS NOT RESPONSIBLE AND LIABLE FOR ANY UNAUTHORIZED USE OF DEVELOPERS EXTENSIONS OUTSIDE THE AGORA EXTENSIONS MARKETPLACE INCLUDING – WITHOUT LIMITATION – ANY SALE OR OTHER KIND OF DISTRIBUTION OF EXTENSIONS FROM PIRATE WEB SITES OR THE LIKE. AGORA EXPRESSLY DISCLAIMS ANY SUCH LIABILITY. AGORA FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. agora DOES NOT WARRANT OR MAKE ANY GUARANTEE THAT DEFECTS WILL BE CORRECTED OR THAT THE agora SOFTWARE, AGORA SERVICES, AGORA EXTENSIONS MARKETPLACE AND/OR ANY CONTENT OR OTHER MATERIALS OR SERVICES MADE AVAILABLE THROUGH THE AGORA EXTENSIONS MARKETPLACE OR PROVIDED BY AGORA: (A) WILL MEET DEVELOPER’S OR ANY AUTHORIZED USER’S REQUIREMENTS; (B) WILL BE COMPATIBLE WITH DEVELOPER’S OR ANY AUTHORIZED USER’S NETWORK, COMPUTER, 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.

10. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AGORA BE LIABLE OR OBLIGATED, WITH RESPECT TO THIS AGREEMENT, THE AGORA SOFTWARE, AGORA EXTENSIONS MARKETPLACE (OR ANY PART THEREOF), AND ANY OTHER MATERIALS AND/OR SERVICES PROVIDED BY AGORA, WHETHER UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY AND EVEN IF AGORA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY OR OBLIGATION: (A) IN THE AGGREGATE, FOR ANY AMOUNTS IN EXCESS OF THE FEES PAID OR PAYABLE BY AGORA TO DEVELOPER FOR THE EXTENSION(S) GIVING RISE TO THE LIABILITY IN THE THREE (3) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; (B) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS; (C) FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, RELIANCE, OR CONSEQUENTIAL DAMAGES; (D) FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA; OR (E) FOR ANY MATTER BEYOND AGORA’S REASONABLE CONTROL. THE PARTIES AGREE THAT THESE LIMITATIONS SHALL APPLY EVEN IF THIS AGREEMENT OR ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE PARTIES AGREE THAT THIS SECTION 10 REPRESENTS A REASONABLE ALLOCATION OF RISK AND THAT AGORA WOULD NOT PROCEED IN THE ABSENCE OF SUCH ALLOCATION. THIS ALLOCATION OF RISK IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

11. INDEMNIFICATION. Developer shall indemnify, defend, and hold Agora and its affiliates and subsidiaries, and their respective officers, directors, shareholders, employees, contractors, agents, successors and assigns (collectively, “Agora Indemnified Parties”), harmless from and against any and all liability, losses, claims, expenses (including reasonable attorneys’ fees), demands or damages of any kind, arising out of or related to (a) Developer’s or any Authorized User’s breach of this Agreement or any license or other agreement applicable to any Third Party Software; (b) Developer’s breach of the End User Agreement; (c) End User claims; (d) the Extensions and/or any services provided by Developer to End User; (e) any allegations that the Extensions, or Developer’s activities in connection with, or use of, the Agora Software and/or Agora Extensions Marketplace (or any part thereof), violate any applicable laws, rules or regulations, or infringe or misappropriate the intellectual property rights, privacy and/or publicity of any third party; (f) violation of any applicable privacy law, rule or regulation by Developer; (g) Developer’s or its Authorized Users’ use of the Agora Software and/or Agora Extensions Marketplace; and/or (h) Developer’s gross negligence, fraudulent misrepresentation or willful misconduct. Agora shall promptly notify Developer in writing of such action, give Developer sole control of the defense thereof and any related settlement negotiations, and, at Developer’s reasonable request and expense, cooperate and assist in such defense. Under no circumstances shall Developer enter into any settlement that involves an admission of liability, negligence or other culpability of any Agora Indemnified Party or requires any Agora Indemnified Party to contribute to the settlement without Agora’s prior written consent. Agora and any Agora Indemnified Party may participate and retain its own counsel at its own expense.

12. CONFIDENTIALITY. “Confidential Information” means, with respect to (a) Agora: (i) the Agora Software, Documentation, and Feedback, (ii) the Transaction Fees, (iii) all proprietary and non-public information regarding Agora’s products, services, and business, and (iii) all materials and information disclosed under this Agreement that are marked “confidential” by Agora or that Developer knows or should have known, under the circumstances, are considered confidential by Agora; and (b) Developer all materials and information disclosed under this Agreement that are marked “confidential” by Developer or that Agora knows or should have known, under the circumstances, are considered confidential by Developer. Developer Materials, Developer Branding, and any other information published to the Extensions product pages or authorized by Developer for publication on or through the Agora Extensions Marketplace will not be treated as confidential information. Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (iv) the receiving party rightfully obtains from a third party without restriction on use or disclosure. The receiving party of any Confidential Information of the other party will maintain the confidentiality of Confidential Information and further agrees not to use such Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement. The receiving party shall protect the secrecy of and prevent disclosure and unauthorized use of the disclosing party’s Confidential Information using the same degree of care that it takes to protect its own confidential information and in no event shall use less than reasonable care. The receiving party may disclose the Confidential Information of the disclosing party if required by judicial or administrative process, provided that the receiving party first provides to the disclosing party prompt notice of such required disclosure to enable the disclosing party to seek a protective order. Upon termination or expiration of this Agreement, the receiving party will, at the disclosing party’s option, promptly return or destroy (and provide written certification of such destruction) the disclosing party’s Confidential Information. Neither party will disclose any terms of this Agreement to anyone other than its attorneys, accountants, and other professional advisors under a duty of confidentiality except as required by applicable law, or in connection with a proposed merger, financing, or sale of such party’s business (provided that any third party to whom the terms of this Agreement are to be disclosed is under a duty of confidentiality).

13. ELECTRONIC COMMUNICATIONS. Developer consents to receiving electronic communications from Agora. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to Developer’s use of the Agora Extensions Marketplace and/or development and distribution of any Extensions. These electronic communications are part of Developer’s relationship with Agora and Developer receives them as a condition of this Agreement. Developer agrees that any notices, agreements, disclosures or other communications that we send Developer electronically will satisfy any legal communication requirements, including that such communications be in writing.

14. CHANGES TO THE AGREEMENT. Agora reserves the right to update or modify this Agreement at any time. The revised Agreement will be posted on Agora’s website located at https://www.agora.io/en/extensions-marketplace/agora-extension-developer-agreement/ (the “Site”). All updates and modifications to this Agreement will be effective from the day they are posted on the Site (except as otherwise stated in this Section 14). If Agora makes any material changes to this Agreement, Agora will notify Developer of these changes by posting a notice of the changes on the Site and/or sending a notification to the email address Agora has on file for Developer and/or through the Developer Account. It is Developer’s responsibility to regularly visit and review this Agreement. If Developer does not agree to any updates or modifications to this Agreement, Developer may terminate the Developer Account and cease access and use of the Agora Extensions Marketplace and Agora Software. Developer’s continued use of the Agora Extensions Marketplace and/or Agora Software after Agora has posted the updated Agreement, or, in the event of material changes, fifteen (15) days following the date Agora first notified Developer of such material changes either through email or the date Agora posted the notice of such changes on the Site or by email or through the Developer Account, signifies Developer’s acknowledgment and agreement to be bound by the revised Agreement.

15. GOVERNING LAW; DISPUTE RESOLUTION. This Agreement will be governed by and construed in accordance with the laws of the State of California, excluding its conflict of law principles. Any and all disputes of every kind, arising out of or related to this Agreement (whether contractual or noncontractual) shall be subject to final, binding and confidential arbitration conducted by the American Bar Association under the arbitration rules in force as of the date such dispute is referred for arbitration (the “Rules”). The parties shall appoint a single arbitrator by mutual agreement. To the extent there is any conflict between the provisions set forth in this Section and the Rules or any procedural or other rules issued by the arbitrator, this Section will control. The place of the arbitration shall be Santa Clara, California, United States of America, unless otherwise mutually agreed by the parties in writing. Notwithstanding the foregoing, to the extent feasible, the parties agree the arbitration may be conducted by video conference, telephone, or other telecommunication means. Each party shall bear its own attorney’s fees, costs, and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the arbitrator. The arbitral proceedings, and all pleadings and written evidence will be in the English language. Any written evidence originally in a language other than English will be submitted in English translation accompanied by the original or true copy. The English language version will control. The arbitration proceedings and any information and materials furnished during the arbitration shall be treated as confidential. The arbitrator shall not have the power to award damages except to the extent specifically permitted by this Agreement. Any judgment on the award rendered by the arbitrator shall be binding, final, and confidential, and may be entered in any court of competent jurisdiction, and each of the parties irrevocably submits to the jurisdiction of such court for confirmation or recognition or enforcement of any award rendered by the arbitral tribunal in accordance with, inter alia, the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. If either party challenges the right of the other party to obtain arbitration of a dispute between them, or otherwise seeks to file a court action notwithstanding the agreement of the parties to arbitrate disputes, any such legal suit, action or proceeding arising out of or relating to this Agreement shall be commenced solely in the courts located in Santa Clara, California, United States of America, and each party hereto irrevocably submits to the exclusive jurisdiction and exclusive venue of any such court in any such suit, action or proceeding. In the event of a legal suit, action or proceeding regarding a matter which is determined to be subject to arbitration under this Agreement, the party which obtains the determination that the matter is subject to arbitration shall be entitled to an award of its costs and reasonable attorney’s fees in such legal suit, action or proceeding. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court with competent jurisdiction, to prevent immediate harm arising from the violation of a party’s rights regarding Confidential Information or IP Rights, pending arbitration of any remaining claims.

16. GENERAL. Neither the rights nor the obligations arising under this Agreement are assignable by Developer, and any such attempted assignment or transfer shall be void and without effect. Any waiver of any provision of this Agreement must be in writing and executed by both parties. The failure of either party to exercise any right provided for by this Agreement shall not be deemed a waiver of that right. If any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, that provision shall be stricken from this Agreement and shall not affect the legality, enforceability or validity of the remainder of the provisions set forth in this Agreement. The parties acknowledge and agree that they are dealing with each other as independent contractors and nothing in this Agreement and its performance shall be construed as creating a joint venture or agency between Agora and Developer. This Agreement are not intended to grant rights to anyone except Developer and Agora, and in no event shall this Agreement create any third party beneficiary rights. Agora may delegate the performance of any services hereunder to its affiliates and contractors. This Agreement and any other policies or terms and condition referenced herein, constitute the entire agreement between the parties regarding the subject matter, and supersedes all prior oral or written agreements or communications with regard to the subject matter described. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.” Developer agrees that this Agreement will not be construed against Agora by virtue of having drafted them. The official text of this Agreement (and any notice submitted hereunder) will be in English. The parties acknowledge that they require that this Agreement be drawn up in the English language only. In the event of any dispute concerning the construction or meaning of this Agreement, reference will be made only to this Agreement as written in English and not to any translation into another language. Any delay in performance of any duties or obligations of either party will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, telecommunications or Internet failure, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, or any other event beyond the reasonable control of such party.

17. QUESTIONS AND ADDITIONAL INFORMATION. Please feel free to contact Agora at extensionsops@agora.io if Developer has any questions about this Agreement.