RTE2021 PREMIERE REAL-TIME ENGAGEMENT EVENT TERMS AND CONDITIONS
Effective: April 16, 2021
Welcome to the Premiere Real-Time Engagement Event, a virtual conference event taking place September 1-2, 2021, that includes interactive discussions, panels, networking, and workshops (all of the foregoing, collectively, the “RTE2021 Event”). The RTE2021 Event is hosted, powered and Sponsored by Agora Lab, Inc. (“Agora,” “we,” “us,” or “our”). You can find more information regarding the RTE2021 Event on our website located at https://rte2021.agora.io/ (the “Site”).
Please read these RTE2021 Event Terms and Conditions (these “Terms”) carefully. These Terms are a legal contract between you, the user of or visitor to the Site and/or attendee, speaker, and/or participant of the RTE2021 Event (hereinafter, “you” or “your”) and Agora, that governs your access to, and use of, the Site and your participation in the RTE2021 Event (whether you are an attendee, speaker, and/or participant).
NOTICE OF AGREEMENT TO ARBITRATE: THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE WHICH WILL REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION AND A WAIVER OF YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS AS SET FORTH, AND SUBJECT TO, SECTION 17.
NOTICE OF WARRANTY & LIABILITY DISCLAIMERS. PLEASE BE ADVISED THAT AGORA DOES NOT PROVIDE ANY WARRANTIES TO YOU AND THESE TERMS LIMIT OUR LIABILITY TO YOU. PLEASE SEE SECTIONS 4.6, 7.2, 7.4, 9, 10 AND 11 FOR FURTHER INFORMATION.
NOTICE OF PUBLICITY RELEASE & WAIVER: PLEASE BE ADVISED THAT THESE TERMS REQUIRE YOU TO RELEASE AND WAIVE CERTAIN RIGHTS YOU MAY HAVE AS SET FORTH IN SECTIONS 6.4, 6.5, AND 7.3.
IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE SITE, AND DO NOT REGISTER FOR, OR OTHERWISE PARTICIPATE IN, THE RTE2021 EVENT OR ANY PART THEREOF.
1. ELIGIBILITY. You must be at least 18 years old or the age of majority in your jurisdiction in order to use the Site and/or register to attend, or otherwise participate in, the RTE2021 Event. You affirm and represent and warrant that you (a) are 18 years old or the age of majority in your jurisdiction, (b) are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and (c) are not a person or entity under U.S. export controls or sanctions.
2. ADDITIONAL TERMS; MODIFICATIONS TO THESE TERMS
2.1. Additional Terms. The use of certain services or materials, or access to certain break-out sessions and/or events, available through the Site and/or in connection with the RTE2021 Event, shall be subject to any posted rules applicable to such services or materials or events that may contain terms and conditions or other operating rules, policies and procedures in addition to those in these Terms (“Additional Terms”). All such Additional Terms are hereby incorporated by reference into these Terms. In the event of any conflict with these Terms and the Additional Terms, the Additional Terms shall control solely with respect to the subject matter covered by such Additional Terms.
2.2. Modifications to these Terms. Agora reserves the right to update or modify these Terms at any time. All updates and modifications to these documents will be effective from the day they are posted on the Site at https://www.agora.io/en/rte2021/terms-and-conditions/ (except as stated below). If we make any material changes to these Terms, we will notify you of these changes by sending a notification to the email address we have on file for you, or, if we do not have an email address on file, by posting a notice of the changes on the Site. It is your responsibility to regularly visit and review these Terms. If you do not agree to any updates or modifications to these Terms, simply cease all use of the Site and do not attend or participate in the RTE2021 Event. Your continued use of the Site and/or access to or participation in the RTE2021 Event (or any part thereof) after we have posted the updated Terms, or, in the event of material changes, ten (10) days following the date Agora first notifies you of such material changes either through email or the date we posted the notice of such changes on the Site (as applicable), shall be deemed your acknowledgment and agreement to be bound by the revised Terms.
4. ACCESS TO THE SITE AND RTE2021 EVENT
4.1. Access to the Site. Subject to your compliance with these Terms, Agora grants you a limited, revocable, nonexclusive right to access and use the Site, and view the RTE2021 Content (as defined in Section 4.4 below) made available through the Site, over the internet, solely for your own personal non-commercial use.
4.2. Access to the RTE2021 Event. If you have registered to attend the RTE2021 Event, subject to your compliance with these Terms, Agora permits you a limited, revocable, non-exclusive right to access and attend the RTE2021 Event, and view the RTE2021 Content made available through the RTE2021 Event, over the internet through our third-party conference platform provider, solely for your own personal and non-commercial use.
4.3. Prohibited Uses. As a condition of your use of the Site and/or access to the RTE2021 Event, you warrant to Agora that you will not use the Site and/or access or participate in the RTE2021 Event (or any part thereof) 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 Site, RTE2021 Content, and/or RTE2021 Event (or any part thereof);
(b) collect or use any RTE2021 Content, and/or any other images, descriptions, or other content included in the Site and/or made available in connection with the RTE2021 Event or any portion thereof;
(c) copy, imitate, distribute, publicly perform, or publicly display the Site, RTE2021 Content and/or RTE2021 Event (or any part thereof);
(d) modify or otherwise make any derivative uses of the Site, RTE2021 Content, and/or RTE2021 Event or any portion thereof;
(e) use data mining, robots or similar data gathering or extraction methods on the Site and/or while accessing the RTE2021 Event;
(f) introduce into, or transmit through, the Site and/or RTE2021 Event any viruses, trojan horses, malware, spyware, adware or other disruptive software, or any software code, which is designed to disrupt, damage, or perform unauthorized actions on a computer system;
(g) remove, obscure or alter any copyright, trademark, service mark or other proprietary rights notices or labels incorporated in or accompanying the Site, RTE2021 Content, and/or RTE2021 Event (or any part thereof);
(h) download (other than page caching) any portion of the Site and/or RTE2021 Event, including, without limitation, any RTE2021 Content or information contained therein, except as expressly permitted through the functionality of the Site and/or RTE2021 Event or as expressly permitted in these Terms;
(i) record, photograph, capture screen shots and/or images of the Site, RTE2021 Content and/or RTE2021 Event, or use any other technology to capture or record the RTE2021 Event;
(j) access or use the Site, RTE2021 Content, and/or RTE2021 Event other than as expressly permitted in these Terms; or
(k) access or use the Site, RTE2021 Content and/or RTE2021 Event (or any part thereof) in any manner that would violate any applicable laws, rules or regulations, or, which could damage, disable, overburden, or impair the Site and/or the RTE2021 Event or interfere with any other party’s use and enjoyment of the Site and/or RTE2021 Event.
4.4. Proprietary Rights. As between you and Agora, Agora and its licensors retain all right, title and interest in and to (a) 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 Site and/or the RTE2021 Event, but excluding your User Submissions, defined in Section 5.1 below, (collectively, the “RTE2021 Content”), (b) the Site and RTE2021 Event, and (c) any and all modifications, enhancements and updates to the items listed in clause (a) and (b). 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 within the Site, RTE2021 Content and/or RTE2021 Event 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. The Site, RTE2021 Content and RTE2021 Event, and its underlying technology, are protected by copyright, trademark, patent, intellectual property, and other laws of the United States and foreign countries.
4.5. 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 Site, RTE2021 Content, and/or RTE2021 Event 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.
4.7. Copyright and Trademark Infringement. If you believe that any RTE2021 Content made available through the Site and/or RTE2021 Event 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. It is the policy of Agora to terminate access to the Site and RTE2021 Event for repeat infringers.
4.8. Changes to the Site and/or RTE2021 Event. Agora may make changes to, and/or discontinue or suspend the Site, RTE2021 Event (or any part thereof), and/or any RTE2021 Content 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, RTE2021 Event (or any part thereof), and/or any RTE2021 Content.
5. USER SUBMISSIONS
5.1. User Submissions. Subject to the licenses and rights granted herein, you will retain all right, title and interest in and to any content or materials posted, uploaded and/or submitted by you on or through the Site and/or in connection with your access and/or participation in the RTE2021 Event, including, without limitation, presenter and/or speaker proposals submitted in connection with Agora’s “call for papers” for the RTE2021 Event, speaker talks and/or presentations, business proposals and/or pitches, individual or corporation presentations, marketing collateral, advertising, and/or any messages, photos, video, audio, images, data, text, and other types of works (all of the foregoing, collectively, “User Submissions”). Please be advised that, any User Submissions posted to public forums, message boards, or other communication tools through the Site and/or RTE2021 Event will be considered non-confidential and non-proprietary.
5.2. License to User Submissions. In addition to the other rights and licenses granted to Agora herein, 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 use of the Site and/or access to, or participation in, the RTE2021 Event, and as reasonably necessary to provide the Site and RTE2021 Event to you and other users of the Site and/or participants of the RTE2021 Event.
5.3. Content Standards and Community Guidelines. By using the Site and/or accessing or otherwise participating in the RTE2021 Event, you agree to comply with Agora’s Content Standards and Community Guidelines. Agora takes conduct and use violations very seriously. If you post, submit or otherwise provide User Submissions, or engage in behavior, in any manner in violation of these Terms, including, without limitation, the Content Standards and Community Guidelines, or in a way that Agora deems to be unacceptable (in its sole discretion), such use may result in immediate suspension and/or termination of your access to the Site and/or RTE2021 Event and the possibility that Agora will pursue civil remedies. In addition, without limiting any other rights or remedies of Agora hereunder, Agora retains the authority to remove any User Submissions that it deems in violation of these Terms, including, without limitation, the Content Standards and Community Guidelines, or otherwise unacceptable, at Agora’s sole discretion.
5.4. Responsibility. 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 via the Site and/or in connection with your access and/or participation in the RTE2021 Event (or any part thereof). 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 this Section 5; and (b) all User Submissions do and will comply with these Terms, including without limitation the Content Standards and Community Guidelines.
6. ATTENDING THE RTE2021 EVENT, MEDIA AND PUBLICITY RELEASE
6.1. Attendee Contact Information. By registering to attend the RTE2021 Event, you agree to allow Agora and companies associated with the RTE2021 Event to contact you regarding their services. If you do not wish to receive such communications please contact Agora at email@example.com. In addition, we may share your contact details (for example, name and email) with other registered attendees and/or speakers, if requested by such attendees and/or speakers for the purpose of networking and/or meetings. If you do not wish for your information to be shared with other attendees and/or speakers, you must contact Agora at firstname.lastname@example.org by 11:59 PM (Pacific Time) on September 2, 2021 in order to be removed from the list.
6.2. Speaker and Presenter Information. In addition, if you agree to speak and/or present at the RTE2021 Event, or you pitch your business idea as part of as part of any break-out session, we may share your contact details (for example, name, email, company and title) with other registered attendees and/or speakers, if requested by such attendees and/or speakers for purposes of contacting you with questions and requests for more information, and to provide feedback if needed.
6.3. RTE2021 Event Media. You understand and agree that Agora, and/or its third party service providers, will conduct the RTE2021 Event via online virtual platforms, and may use video recording, video conferences, video calls, telephone calls, and/or other telecommunication means. By attending and/or participating in the RTE2021 Event, you hereby grant Agora, and its representatives, affiliates, licensees and assigns, the right and permission to interview, film, videotape and photograph you in connection with your participation and/or attendance of the RTE2021 Event (collectively, the “RTE2021 Event Media”). RTE2021 Event Media will be owned by Agora.
6.4. Publicity Release. By attending and/or participating in the RTE2021 Event, you hereby grant to Agora, and its parent companies, affiliated companies, subsidiaries, partners, advertising agencies, promotion and administration agencies, and any entity which is involved in any aspect of the creation, production, operation, execution or fulfillment of the RTE2021 Event, and their respective agents, employees, officers, directors, successors and assigns, collectively (“RTE2021 Event Entities”), the irrevocable right and license, with the right to sublicense, to use, re-use, distribute, publish, reproduce, copy, display, exhibit, edit, adapt, post, stream, create derivatives of, or to otherwise transmit and exploit the RTE2021 Event Media and your User Submissions, along with your name, address, voice, image, conversations, picture or other likeness to the extent included in the RTE2021 Event Media and/or your User Submission, and any other information, presentations, papers, and/or materials, whether written or electronic, that you submit or provide in connection with your participation in the RTE2021 Event (all of the foregoing, collectively, the “Materials”), individually or with others, in whole or in part, in conjunction with other materials, in any media, including digital, electronic, print, television, film and any other media now known or hereafter devised, for the purpose of trade, advertising, publicity and promotion, or any other lawful purpose whatsoever, in perpetuity, throughout the world, without additional notification, compensation or consideration to you, or permission or approval from you, except where prohibited by law. YOU HEREBY WAIVE AND RELINQUISH ANY AND ALL MORAL RIGHTS THAT YOU MIGHT OTHERWISE ASSERT AGAINST THE RTE2021 EVENT ENTITIES WITH RESPECT TO THE MATERIALS; INCLUDING, WITHOUT LIMITATION, ANY RIGHT THAT YOU MAY HAVE TO INSPECT OR APPROVE ANY USE BY THE RTE2021 EVENT ENTITIES OF THE MATERIALS. YOU ACKNOWLEDGE AND AGREE THAT AGORA (1) IS UNDER NO OBLIGATION TO ACTUALLY EXPLOIT THE MATERIALS AT ANY TIME, AND (2) MAY EXPLOIT THE MATERIALS WITH OR WITHOUT YOUR NAME.
6.5. Release and Waiver. BY PARTICIPATING AND/OR ATTENDING THE RTE2021 EVENT OR SUBMITTING ANY USER SUBMISSIONS TO AGORA HEREUNDER, YOU HEREBY AGREE NOT TO SUE AND IRREVOCABLY AND UNCONDITIONALLY RELEASE, DISCHARGE, WAIVE, INDEMNIFY AND HOLD HARMLESS THE RTE2021 EVENT ENTITIES FROM ANY AND ALL MANNER OF LIABILITIES, LOSSES, CLAIMS, DAMAGES, DEMANDS, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEY’S FEES) AND CAUSES OF ACTION OF ANY KIND OR NATURE WHATSOEVER IN LAW OR IN EQUITY, INCLUDING NEGLIGENCE, PERSONAL INJURY, DEATH, PROPERTY DAMAGE, LIBEL, DEFAMATION, INVASION OF PRIVACY, RIGHT OF PUBLICITY, OR INFRINGEMENT OF COPYRIGHT, WHETHER NOW KNOWN OR UNKNOWN, WHICH, YOUR CHILD/WARD, HEIRS, EXECUTORS, ADMINISTRATORS AND ASSIGNS, HAD, NOW HAVE, OR HEREAFTER MAY HAVE AGAINST RTE2021 EVENT ENTITIES ARISING OUT OF OR OTHERWISE RELATING IN ANY WAY TO YOUR PARTICIPATION IN THE RTE2021 EVENT, ANY UTILIZATION OF THE MATERIALS (INCLUDING, WITHOUT LIMITATION, ANY BLURRING, DISTORTION, ALTERATION, OPTICAL ILLUSION, OR USE IN COMPOSITE FORM, WHETHER INTENTIONAL OR OTHERWISE, THAT MAY OCCUR IN THE USE AND/OR ANY PUBLICATION OF THE MATERIALS), OR BASED UPON ANY FAILURE OR OMISSION TO MAKE USE OF THE MATERIALS. IF YOU ARE A CALIFORNIA RESIDENT: YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY LAW OR LEGAL PRINCIPLE OF SIMILAR EFFECT IN ANY JURISDICTION WORLDWIDE) IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
7. INTERACTIONS WITH USERS, ATTENDEES, AND LINKS TO THIRD PARTY SITES
7.1. Identity and Endorsement Disclaimer. Agora does not conduct any verification of users of the Site and/or any attendees, participants, and/or speakers that register to attend the RTE2021 Event, and does not, and cannot, represent, warrant or guarantee any such person or entity’s identity or whether such person or entity is trustworthy. You are solely responsible for making your own decisions about the suitability of others with whom you contact and/or interact with through the Site and/or during the RTE2021 Event. The views expressed by any users of the Site and/or any attendee, speaker, participant and/or sponsor of the RTE2021 Event are their own, and Agora does not endorse, is not responsible for, and makes no representations as to any views, comments, content, marketing, advertising, and/or advice provided, expressed, or made available by any users of the Site and/or any attendee, speaker, participant and/or sponsor of the RTE2021 Event.
7.2. Interactions. The RTE2021 Event is an open environment, with large numbers of attendees and participants. If you are a speaker, presenter, or pitch your business idea as part of any break-out session, or otherwise communicate or interact with any other attendees, we encourage you to take the proper precautions to ensure you do not inadvertently disclose sensitive information to other attendees. You acknowledge and agree that your interactions and dealings with other users of the Site and/or attendees, speakers, participants and/or sponsors of the RTE2021 Event, including without limitation interactions and communications with other users and/or attendees, speakers, participants and/or sponsors, are solely between you and such other user(s) and/or attendees, speakers, participants and/or sponsors. AGORA IS NOT RESPONSIBLE FOR ANY LOSS, HARM OR DAMAGE OF ANY SORT INCURRED AS A RESULT OF ANY SUCH INTERACTIONS OR DEALINGS, AND AGORA HAS NO OBLIGATION TO BECOME INVOLVED IN ANY RESULTING DISPUTE.
7.3. Disputes. You acknowledge and agree that any problems or disputes between you and any other user, attendees, speakers, participants and/or sponsors with respect to any interactions, dealings, and/or communications must be resolved solely between you and the applicable user, speaker, participant and/or sponsor. IF THERE IS A DISPUTE BETWEEN YOU AND ANY OTHER USER OF THE SITE AND/OR ATTENDEE OF THE RTE2021 EVENT, YOU AGREE THAT AGORA IS UNDER NO OBLIGATION TO BECOME INVOLVED. IF YOU HAVE A DISPUTE WITH ONE OR MORE OTHER USERS AND/OR ATTENDEES, YOU RELEASE AGORA AND ITS OFFICERS, EMPLOYEES, AGENTS, AND SUCCESSORS FROM CLAIMS, 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 SUCH DISPUTES AND/OR THE SITE AND/OR RTE2021 EVENT. IF YOU ARE A CALIFORNIA RESIDENT: YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY LAW OR LEGAL PRINCIPLE OF SIMILAR EFFECT IN ANY JURISDICTION WORLDWIDE) IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
7.4. LINKS TO THIRD PARTY SITES. The Site, RTE2021 Content and/or RTE2021 Event 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.
8. TERMINATION. Agora reserves the right, in its sole discretion, to terminate and/or suspend your access to the Site, RTE2021 Content and/or RTE2021 Event, 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.
9. EXCLUSIONS. Notwithstanding anything in these Terms to the contrary, Agora will have no responsibility or liability of any kind under these Terms or otherwise, arising or resulting from: (a) problems caused by failed Internet connections or other hardware, software or equipment which is not owned, controlled or operated by Agora; (b) nonconformities resulting from your or any third party’s misuse, abuse, negligence, or improper or unauthorized use of all or any part of Site, RTE2021 Content, and/or RTE2021 Event, or other services provided hereunder by Agora; (c) modification, amendment, revision, or change to the Site, RTE2021 Content, and/or RTE2021 Event, or any part thereof, by any person other than Agora; or (d) any other factor outside of Agora’s reasonable control.
10. DISCLAIMER. THE SITE, RTE2021 CONTENT, AND RTE2021 EVENT (AND ANY PART THEREOF), AND ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE THROUGH THE SITE, RTE2021 CONTENT, AND/OR RTE2021 EVENT, ARE PROVIDED “AS IS” AND “AS AVAILABLE”. AGORA AND ITS LICENSORS AND SUPPLIERS HEREBY EXPRESSLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES OF 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 SITE, RTE2021 CONTENT, AND/OR RTE2021 EVENT (OR ANY PART THEREOF), OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE THROUGH THE SITE, RTE2021 CONTENT, AND/OR RTE2021 EVENT: (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.
AGORA DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY PRODUCTS AND/OR ANY LINKED SITES, ADVERTISED OR ACCESSIBLE THROUGH THE SITE, RTE2021 CONTENT, AND/OR RTE2021 EVENT, AND AGORA WILL NOT BE A PARTY TO, OR IN ANY WAY MONITOR, ANY TRANSACTION BETWEEN YOU AND THE THIRD-PARTY OPERATORS OF SUCH THIRD PARTY SERVICES AND/OR LINKED SITES.
IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, RTE2021 CONTENT, AND/OR RTE2021 EVENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND/OR USING THE SITE, RTE2021 CONTENT AND RTE2021 EVENT.
11. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AGORA BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, OR FOR ANY DAMAGES FOR LOSS OF USE, DATA, OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, RTE2021 CONTENT, AND/OR RTE2021 EVENT, WITH THE DELAY OR INABILITY TO USE THE SITE, RTE2021 CONTENT, AND/OR RTE2021 EVENT, OR FOR ANY INFORMATION OBTAINED THROUGH THE SITE, RTE2021 CONTENT, AND/OR RTE2021 EVENT, OR OTHERWISE ARISING OUT OF THE ACCESS AND/OR USE OF THE SITE, RTE2021 CONTENT, AND/OR RTE2021 EVENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF AGORA HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
IN NO EVENT SHALL AGORA’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR THE ACCESS, USE OF, OR INABILITY TO ACCESS OR USE THE SITE, RTE2021 CONTENT, AND/OR RTE2021 EVENT (OR ANY PART THEREOF), AND/OR ANY OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE THROUGH THE SITE, RTE2021 CONTENT, AND/OR RTE2021 EVENT, EXCEED THE REGISTRATION FEES PAID BY YOU TO ACCESS THE RTE2021 EVENT, OR IF NO FEES WERE PAID BY YOU, ONE HUNDRED DOLLARS ($100.00). AGORA DISCLAIMS ALL LIABILITY OF ANY KIND OF AGORA’S LICENSORS AND SUPPLIERS
12. 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.
13. 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 Site, RTE2021 Content and RTE2021 Event on an economic basis without such limitations. The warranty disclaimer and limitation of liability inure to the benefit of Agora’s suppliers.
15. ELECTRONIC COMMUNICATIONS. By accessing or using the Site and/or RTE2021 Event, you consent to receiving electronic communications from Agora, including, without limitation, notices posted on the Site and/or via email. These electronic communications may include notices about transactional information and other information concerning or related to your access to and/or use of the Site and/or RTE2021 Event. These electronic communications are part of your relationship with Agora and you receive them as part of your access and use of the Site and/or RTE2021 Event. 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.
16. AVAILABILITY OF THE SERVICES. Agora makes no claims regarding the availability or right to access or use of the Site, RTE2021 Content, and/or RTE2021 Event outside of the United States. Agora may restrict access to the Site, RTE2021 Content, and/or RTE2021 Event, or portions thereof, in certain countries in its sole discretion, and the Site, RTE2021 Content, and/or RTE2021 Event may not be available or accessible in all languages. If you use or access the Site, RTE2021 Content, and/or RTE2021 Event outside of the United States, you are responsible for compliance with the laws and regulations of your jurisdiction with respect to your use of the Site, RTE2021 Content, and/or RTE2021 Event in your country of residence.
17. AGREEMENT TO ARBITRATE
17.1. Arbitration. In the interest of resolving disputes between you and Agora in the most expedient and cost-effective manner, and except as described in Section 17.2, you and Agora agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND AGORA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
17.2. Exceptions. Despite the provisions of Section 17.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
17.3. Opting-Out of Arbitration. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 17 within 30 days after the date that you agree to these Terms by sending a letter to Agora, Inc., Attention: Arbitration Opt-Out, 2804 Mission College Blvd, Suite 110, Santa Clara, CA 95054 that specifies: your full legal name, the email address used to register for the RTE2021 Event, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Agora receives your Opt-Out Notice, this Section 17 will be void and the parties agree that the exclusive jurisdiction and venue described in Section 18.1 will govern any action arising out of or related to these Terms. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
17.4. Arbitrator. Any arbitration between you and Agora will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Agora. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
17.5. Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Agora’s address for Notice is: Agora Lab, Inc., 2804 Mission College Blvd, Suite 110, Santa Clara, CA 95054. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Agora may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Agora must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by Agora in settlement of the dispute prior to the award, Agora will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $1,000.
17.6. Fees. If you commence arbitration in accordance with these Terms, Agora will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Santa Clara County, California, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Agora for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
17.7. No Class Actions.YOU AND AGORA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Agora agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
17.8. Time Limitation to Bring Claims. Notwithstanding any statute or law to the contrary, any claim or cause of action arising out of or related to these Terms and/or your use of the Site, RTE2021 Content, and/or RTE2021 Event must be filed within one (1) year after such claim or cause of action arose, otherwise that claim or cause of action will be barred forever.
17.9. Modifications to this Arbitration Provision. If Agora makes any future change to this arbitration provision, other than a change to Agora’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Agora’s address for Notice of Arbitration, in which case your account with Agora will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
17.10. Enforceability. If Section 17.7 is found to be unenforceable or if the entirety of this Section 17 is found to be unenforceable, then the entirety of this Section 17 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 18.1 will govern any action arising out of or related to these Terms.
18.1. 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.
18.2. Relationship. 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.
18.4. Waiver. 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.
18.5. Severability. 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.
QUESTIONS. If you have any questions regarding these Terms, please send an email to email@example.com.
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