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Agora RTE2022 Startup Battleground Pitch Competition

OFFICIAL RULES

VOID OUTSIDE OF THE ELIGIBLE REGIONS LISTED BELOW AND WHERE PROHIBITED OR RESTRICTED BY LAW

1. ORGANIZER; ACCEPTANCE OF THESE OFFICIAL RULES

The Agora RTE2022 Startup Battleground Pitch Competition as further described herein and at [https://www.agora.io/en/rte2022-startup-battleground/] (the “Competition”) is organized by Agora Lab, Inc. (“Organizer”).

By submitting an application to participate in the Competition (an “Application”) and/or otherwise participating in the Competition, whether as the entity and/or organization entering into the Competition named on the application (the “Applicant”) and/or as an employee and/or agent of the applicant that participates in the Competition on behalf of the applicant (each, a “Team Member”):

  1. you acknowledge and affirm that you have read, understand, and that you fully and unconditionally accept and agree to be bound by and comply with, these Official Rules (including all of the terms and conditions specified or referenced below);
  2. you unconditionally accept and agree to be bound by and comply with the interpretations of these official Rules by organizer and by the decisions of organizer which are final and binding;
  3. if you are registering for the competition and/or otherwise submitting an Application on behalf of an Applicant (e.g., your employer or other person, corporation or company), you represent that you have full legal authority to enter into these Official Rules on behalf of such Applicant; and
  4. you represent, warrant and affirm that you (whether as an Applicant or a Team Member) meet all the eligibility criteria set forth in these Official Rules.

IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, OR YOU AND/OR THE APPLICANT DOES NOT MEET THE ELIGIBILITY REQUIREMENTS, AND/OR YOU DO NOT HAVE THE REQUISITE AUTHORITY AS DESCRIBED ABOVE, DO NOT SUBMIT AN APPLICATION, OR OTHERWISE PARTICIPATE IN THE COMPETITION OR ANY PART THEREOF.

2. ELIGIBILITY

Subject to these Official Rules (these “Rules”), the Applicant must meet all of the following eligibility requirements:

  1. Applicant must be an entity, corporation and/or organization duly incorporated and validly existing in one of the countries located in the following regions (the “Approved Regions”): (i) North and South America (the “Americas”), (ii) Europe, the Middle East and Africa (“EMEA”), and (iii) Asia-Pacific (“APAC”), but expressly excluding the People’s Republic of China;
  2. Applicant must be in good standing under the applicable laws of the jurisdiction in which Applicant is registered;
  3. Applicant must (a) be less than three (3) years old (from the date of incorporation), and (b) have received no more than a total of 3 million dollars (USD) of funding, in the aggregate (regardless of source, and including, without limitation, angel, private, institutional, individual founder contributions, and/or family & friends’ investments); and
  4. Applicant has RTE elements in the product (voice, video, message, and more).

In addition, the Applicant and each of its Team Members (Applicant and its Team Members, each, a “Participant” and collectively, the “Participants”), must meet the following eligibility requirements, as applicable:

  1. Each Team Member must be at least 18 years old as of the start date of the Application Period;
  2. Neither Applicant nor any Team Member is listed on the United States Excluded Parties List, the HHS Office of Inspector General List of Excluded Individuals/Entities, the United States Department of the Treasury’s Office of Foreign Assets Control’s (“OFAC”) list of Specially Designated Nationals and Blocked Persons, or any replacement lists, and that neither Applicant nor any Team Member is located in any country sanctioned by OFAC; and
  3. Neither Applicant nor any Team Member is a citizen or resident of a geographic area in which participation by the Applicant and/or any Team Member in the Competition is prohibited or otherwise barred by applicable law, rule, decree, regulation, treaty, or administrative act.

Applicant will be solely responsible and liable for its Team Members’ compliance with these Official Rules and for their participation in the Competition. Any breach of these Official Rules by any Team Member of an Applicant will be deemed a breach by the Applicant.

Applicant and each Team Member agree to provide to Organizer, at Organizer’s request, any additional documentation, materials and/or information necessary for Organizer to confirm Applicant and/or its Team Members meet the foregoing eligibility requirements. Failure to provide such information shall be deemed a material breach of these Official Rules and shall disqualify Applicant and its Team Members from the Competition.

Organizer’s parents, affiliates, subsidiaries, and advertising and promotion agencies and any other entity involved in the development or administration of this Competition (collectively, the “Competition Entities”), and the employees of any Competition Entity and their immediate family members or household members are not eligible to participate in the Competition or win the Prize.

3. APPLICATION SUBMISSIONS & REQUIREMENTS. In order to be considered for selection as a finalist, in addition to the other requirements stated herein (including, without limitation, compliance with these Official Rules), Applicants must submit an Application that meets all of the requirements set forth below within the Application Period and provide all information, documentation and materials requested by Organizer. Applications are submitted via the Organizer’s registration portal/website available at: [https://www.agora.io/en/rte2022-startup-battleground/].

Application Period: The Application Period opens at August 1, 2022 and ends at 11:59 PM Pacific Time on September 23, 2022. All Applications must be received by or before the end of the Application Period (the “Deadline”). Applications submitted after the Deadline will not be considered. Limit of one (1) Application/entry per Applicant.

Application Requirements:

In order to be considered, each Application must include all information requested by Organizer during the registration/submissions process, including, without limitation, the following:

  1. One (1) Pitch Deck, (which includes at least one (1) slide addressing Applicant’s implementation of the RTC (Real-Time Communication) and/or Real-Time Engagement (RTE) SDKs into Applicant’s products and/or services);
  2. One (1) Video of Applicant’s Pitch Presentation (5 minutes maximum), in an industry standard format specified by Organizer;
  3. Applicant’s full company name and address, and contact email address;
  4. The first and last name and email of each Team Member; and
  5. The Approved Region in which Applicant is located (i.e., the Americas, EMEA, or APAC).

For purposes of these Official Rules, the term “Pitch” means: (i) with respect to an Applicant, the Pitch Deck and Video of Applicant’s pitch described above, submitted in the Application by such Applicant, and (ii) with respect to a Finalist, the Pitch Deck and live presentation of the pitch presented by such Finalist, and the Q&A Session for such Finalist following the presentation, during Agora RTE2022 Conference.

4. JUDGING CRITERIA

Each Pitch (as defined below) will be judged by Organizer, with respect to selection of a Finalists, and the judges selected by Organizer, with respect to selection of a Winner (Organizer and the selected judges, as applicable, collectively, the “Judges”). The Judges will use their industry expertise to determine the Finalists and Winners, as applicable, but will look at the following general criteria in selecting the Finalists and Winners:

  • Problem Statement/Thesis
  • Target Customer/Client
  • Solution
  • Competitive Landscape
  • RTE/RTC Use Case
  • Go-To-Market
  • Team Slide
  • Business Model / Monetization
  • Ask
  • Overall Presentation

Additional and/or modified judging criteria may be provided and/or specified by Organizer in its sole discretion.

5. DESCRIPTION OF PRIZES:

  • One (1) First Prize: $15,000.00 USD (total approximate retail value (“ARV”) of First Prize is $15,000.00 USD).
  • One (1) Second Prize: $5,000.00 USD (total ARV of Second Prize is $5,000.00 USD).
  • One (1) Third Prize: $3,000.00 USD (total ARV of Third Prize is $3,000.00 USD).
  • One (1) Audience Favorite Prize: $2,000.00 USD (total ARV of Audience Favorite Prize is $2,000.00 USD).

No substitutions, partial acceptance, transfer of prizes or cash redemptions are permitted. All prize details are at Organizer’s sole discretion. Organizer reserves the right to substitute a prize of equal or comparable value in the event a described prize or any portion thereof is unavailable for any reason whatsoever.

6. SELECTION OF FINALISTS & WINNERS

Selection & Announcement of Finalists

The top eight (8) Applicants with the highest pre-screening scoring, based on the judging criteria listed in Section 6 below (the “Criteria”), will be eligible to move on as a finalist (each, a “Finalist”) and virtually present their Pitch live during the Agora RTE 2022 Final Pitch Competition on October 3, 2022 at approximately 10am PST to compete to win a Prize. Finalists will have 5 minutes to present their Pitch with up to 9 minutes of judge feedback. The pre-event will last for approximately 2 hours and Finalists will be required to attend the entirety of the event. Live Pitches will be recorded and presented during the Agora RTE 2022 Conference. Organizer will judge the Applications and Pitches and select the Finalists, whose decisions are final and binding. Finalists will be announced by Organizer on September 30, 2022 at approximately 12:00 PM Pacific Time. A C-level or co-founder must be available to present live.

Each selected Finalist will be notified at the Finalists email address provided to Organizer in the Application; provided, however, that Organizer reserves the right to determine an alternate method of notification.

In order to move forward as a Finalist, the selected Finalist (and each of its Team Members): (i) must meet all eligibility requirements, (ii) shall be required to produce proof of identity, address and birth date (applicable), and (iii) must execute and return (as applicable) certain Finalist documents, including but not limited to, an affidavit of eligibility, tax acknowledgment form, liability release and, except where prohibited by law, use of name and likeness releases (the “Finalist Documents”). Finalist Documents must be completed in full and returned within five (5) days, or other time period specified by Organizer, of issuance of the documents to Applicant via PDF/scanned e-mail.

Selection & Announcement of Winners

Agora will present Finalists’ live recording Pitch at the Agora RTE2022 Conference in accordance with the schedule listed below. Finalists must be in attendance to accept an award.

Presentation Schedule: Agora will present the Finalists live from the Agora RTE 2022 Final Pitch Competition on October 3, 2022 at approximately 10 AM Pacific Time, and present the competition recording and live-commentary during the Agora RTE2022 Conference on October 10, 2022, at approximately 2 PM Pacific Time.

The Judges will announce a winner for each Prize (each, a “Winner”), whose decisions are final and binding on October 10, 2022. Winners will have a 45 minute panel discussion with the judges.

A total of four (4) potential Winners will be selected. Three (3) Winners will be selected for first, second and third place, based on the determination of the Judges. One (1) Winner will be selected as an Audience Favorite, which will be based on the Pitch that receives the most votes on the Startup Battleground Website found at: https://www.agora.io/en/rte2022-startup-battleground/ between October 3, 2022 and October 10, 2022.

Organizer will announce the Winners live during the Agora RTE2022 Conference following the presentation of the Pitches at approximately 2:15 PM Pacific Time.

Notwithstanding the foregoing or any presentation schedule selected or communicated by Organizer to any Applicant (including, without limitation, any Finalist), or anything to the contrary herein, each Finalist’s opportunity to present during the RTE2022 Conference will be subject to timing and availability and will be offered for the presentation and/or break-out session selected by Organizer in its sole discretion. The opportunity to present during the RTE2022 Conference shall not be rescheduled, substituted, or changed, for any reason, including, without limitation, the Applicant’s, or any individual Team Member’s inability, to attend, access, and/or connect to the agreed time and date of the presentation and/or break-out session of the RTE2022 Conference selected by Organizer, as applicable, for whatever reason, except in Organizer’s sole discretion.

Forfeiture of Finalist Designation and/or Prize

The opportunity to move forward as a Finalist and/or the Prize shall be forfeited, if the potential Finalist and/or Winner: (1) refuses or fails or is otherwise unable to (i) present the Finalist’s Pitch live during the Agora RTE2022 Conference, (ii) accept the Prize or any portion of the Prize for any reason, (iii) provide proof of identity and/or any other information required or requested hereunder, (iv) provide the affidavit, liability and publicity release, (v) complete tax forms (including IRS W-9 form) or other documentation required hereunder, and/or (vi) meet the eligibility requirements and/or is found to have violated the Official Rules.

In addition, Prizes returned as undeliverable will result in forfeiture of the Prize.

Upon any forfeiture the designation as a Finalist and/or forfeiture of a Prize, the Organizer will have no further obligation to the applicable selected Finalist and/or Winner. Organizer will use reasonable efforts to pick an alternate Finalist and/or Winner (which will be based on the next highest scoring Pitch) but, in the event (i) an alternate Finalist cannot be determined, a new Finalist will not be selected, and the final round will be completed by the remaining Finalists, and (ii) an alternate Winner cannot be determined, the Prize will not be awarded. In the case of an unclaimed Prize, no subsequent Winner will be selected except for possibly in Organizer’s sole discretion.

Additional Terms Regarding Selection & Announcement of Finalist and/or Winners

The selection as a Finalist and, if applicable, the awarding of any Prize is contingent upon full compliance with these Official Rules and subject to Organizer’s verification of the Finalist’s Application and the eligibility of the Finalist and its Team Members, and Organizer’s receipt and verification of completed Finalist Documents, and any other documentation required and/or requested by Organizer in connection with the Prize and/or Competition.

If, in the Organizer’s opinion (in its sole discretion), there is any suspicion or evidence of tampering or corruption of the Competition, or if the security, integrity or proper participation of the Competition is compromised in any way, Organizer reserves the right to void any suspect Applications and/or modify, suspend, and/or terminate the Competition and award the Prize using all non-suspect eligible Applications received as of such termination date. In the event of a dispute as to who submitted an Application, Organizer shall determine the identity of the Applications in its sole discretion.

Organizer expressly reserves the right to delay the announcement of the potential Finalists and/or Winners for any reason Organizer deems necessary. The decisions of Organizer are final and binding in all matters relating to this Competition, including, without limitation, the selection of the potential Finalists and/or Winners, and the payment of any Prize.

7. TAXES

Organizer will issue an IRS Form 1099 or equivalent form in the name of the Winner for the actual value of the Prize. All federal, state and local taxes, and any other costs and expenses associated with the participation in the Competition and/or acceptance or use of Prize not specifically provided for in these Official Rules are solely the Winner’s responsibility, but Organizer has the right to withhold any amounts required by law.

8. PRIVACY & CONFIDENTIALITY

By submitting an Application, or otherwise participating in the Competition, or any part thereof, Applicant acknowledges and agrees that its Application and any other information provided by or on behalf of Applicant and/or its Team Members or collected by Organizer in connection with the Application and/or the Competition shall be deemed non-confidential and non-proprietary and may be used by Organizer as set forth in these Official Rules and/or as otherwise set forth in Organizer’s Privacy Policy available at: www.agora.io/privacy-policy.

9. PUBLICITY; LICENSE GRANT

Unless prohibited by applicable law, the acceptance of selection as a Finalist and acceptance of a Prize constitutes the Finalist’s and/or Winner’s permission to use the Finalist’s and/or Winner’s trademark, tradename and/or logo, and the permission from each Team Member of the applicable Finalist and/or Winner, to use such Team Member’s name, photograph, likeness, voice, address (city and state) and testimonials in all media, in perpetuity, in any manner Organizer deems appropriate for publicity purposes without any compensation to such Finalist and/or Winner, or any Team Member, or any review or approval rights, notifications, or permissions; and constitutes each such Team Member’s consent to disclose the Team Member’s personally identifiable information to third parties (including, without limitation, placing the Team Member’s name on a Finalists and/or Winners list).

By participating in the Competition, Applicant hereby grants Organizer, along with its parent, subsidiaries, licensees, representatives, affiliates, agents, successors, and assigns, the irrevocable right and license to use (in whole or in part), and to authorize others to use, Applicant’s trademark, tradename and/or logo, and Applicant’s Application and any other written or electronic materials Applicant and/or its Team Members submits or provide in the Application or otherwise in connection with Applicant’s and its Team Members’ participation in the Competition, including, without limitation, Applicant’s Pitches, along with the names, voices, images, pictures or other likeness of any it’s Team Members to the extent included in any of the foregoing (all of the foregoing, collectively, the “Materials”) in perpetuity, throughout the world in any and all forms of media (including without limitation print (including packaging), television, radio, motion picture, and all forms of digital media), whether now or hereafter known. As such, Organizer shall be entitled to exploit, modify, copy, publish, exhibit, and distribute the Materials, in whole or in part, for its marketing, advertising, and other business purposes. APPLICANT ON BEHALF OF ITSELF AND EACH TEAM MEMBER HEREBY WAIVE AND RELINQUISH ANY AND ALL MORAL RIGHTS THAT APPLICANT AND/OR ANY TEAM MEMBER MIGHT OTHERWISE ASSERT AGAINST SPONSOR WITH RESPECT TO THE MATERIALS; INCLUDING, WITHOUT LIMITATION, ANY RIGHT TO INSPECT OR APPROVE ANY USE BY ORGANIZER OF THE MATERIALS. APPLICANT ACKNOWLEDGES AND AGREE THAT ORGANIZER IS UNDER NO OBLIGATION TO ACTUALLY EXPLOIT THE MATERIALS AT ANY TIME.

10. GENERAL TERMS

By participating in the Competition, Applicant represents and warrants, on behalf of itself and each Team Member, to Organizer that the Application, Pitches and any Materials submitted, provided, presented, and/or otherwise contributed by Applicant and/or any of its Team Members: (i) are Applicant’s own original, independent work; (ii) are wholly original material and as of the date of submission, are not the subject of any actual or threatened litigation or claim; (iii) neither infringe upon nor violate the intellectual property rights or other rights of any other person or entity; (iv) do not and will not violate any applicable laws, and meets the submission requirements set forth above; and (v) do not violate these Official Rules.

In addition, Applicant represents and warrants to Organizer that neither Applicant’s nor any Team Member’s participation in the Competition does or will conflict with nor result in a breach of any other agreement to which Applicant and/or any Team Member is a party.

By participating in the Competition, Applicant hereby agrees to indemnify and hold the Competition Entities harmless from and against any and all third party claims, actions or proceedings of any kind and from any and all damages, liabilities, costs and expenses relating to or arising out of (i) any breach or alleged breach of these Official Rules by Applicant and/or any of its Team Members, including, without limitation, any of the warranties, representations or covenants made by Applicant hereunder, and/or (ii) any Team Members claims.

Organizer reserves the right in its sole discretion to disqualify any Participant and/or Participants that Organizer suspects or finds: (i) to have used a software generated, robotic, programmed, script, macro or other automated registration/application; (ii) to have tampered with the registration/application process or the operation of Competition; (iii) to engaged in any unfair or deceptive behavior, including, without limitation, plagiarism or violation of any person’s intellectual, proprietary, property, or privacy rights; (iv) to display behavior that will bring such person or Organizer into disgrace; (v) to have provided inaccurate information in the Application, and/or on any legal documents and/or other materials submitted in connection with Competition; or (vi) to be acting in violation of these Official Rules. ANY VIOLATION OF THESE OFFICIAL RULES BY ANY FINALIST AND/OR WINNER (OR THEIR RESPECTIVE TEAM MEMBERS) WILL RESULT IN SUCH FINALIST’S AND/OR WINNER’S DISQUALIFICATION IN THE COMPETITION AND, IF APPLICABLE, AS A WINNER OF THE PRIZE AND ALL PRIVILEGES AS A FINALIST AND/OR WINNER OF THE PRIZE WILL BE IMMEDIATELY TERMINATED.

ANY ATTEMPT BY ANY PERSON (INCLUDING, WITHOUT LIMITATION, ANY PARTICIPANT) TO DELIBERATELY DAMAGE ANY WEBSITE ASSOCIATED WITH THE COMPETITION OR UNDERMINE THE LEGITIMATE OPERATION OF THE COMPETITION BY CHEATING, ENGAGING IN DECEPTION, PLAGIARISM, OR ANY OTHER UNFAIR PRACTICES OR ANY OTHER MEANS MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAW AND SHOULD SUCH AN ATTEMPT BE MADE, ORGANIZER WILL DISQUALIFY ANY SUCH PARTICIPANTS (INCLUDING, WITHOUT LIMITATION, THE APPLICANT OF SUCH PARTICIPANTS) AND ANY APPLICATIONS SUBMITTED BY SUCH PERSON, AND ORGANIZER RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING ATTORNEYS’ FEES) FROM ANY SUCH PERSON OR PERSONS TO THE FULLEST EXTENT PERMITTED BY LAW.

11. IMPORTANT PLEASE READ – WARRANTY DISCLAIMERS, LIMITATION OF LIABILITY & RELEASES

Each Participant understands that Organizer is not liable for injuries, losses or damages of any kind arising from participation in the Competition and/or the acceptance, possession and use of the Prize. Organizer is not responsible for any typographical or other error in the printing of the offer, administration of the Competition or in the announcement of the Prize.

The Competition Entities shall not be liable for: (1) any failed, returned or misdirected notifications based on inaccurate information provided by the selected Finalist and/or Winner of a Prize; (2) any Applications submitted by any Participant, and/or any notifications to, or responses from, the selected Finalist and/or Winner, and/or other documents and/or communications sent to, or received from, the selected Finalist and/or Winner, which are lost, late, incomplete, illegible, unintelligible, postage-due, misdirected, damaged or otherwise not received by the intended Finalists and/or Winner in whole or in part or for computer or technical error of any kind; (3) any electronic miscommunications or failures, technical hardware or software failures of any kind, lost or unavailable network connections, or failed incomplete, garbled or delayed computer transmissions which may limit any participant’s ability to participate for the Competition; or (4) any technical malfunctions of the telephone network, computer on-line system, computer equipment, software, program malfunctions or other failures, delayed computer transactions or network connections that are human, mechanical or technical in nature, or any combination thereof, including any injury or damage to any Participant’s or any other person’s computer or mobile device in connection with this Competition.

PARTICIPATION IN THE COMPETITION, AND USE OF THE PRIZE, IS AT APPLICANT’S AND ITS TEAM MEMBERS’ OWN RISK. THE COMPETITION AND PRIZE ARE PROVIDED “AS IS” AND NEITHER ORGANIZER, NOR ANY COMPETITION ENTITY, MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND ORGANIZER AND EACH COMPETITION ENTITY HEREBY EXPRESSLY DISCLAIMS ANY AND ALL, REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE COMPETITION AND PRIZES.

AS A CONDITION OF SUBMITTING AN APPLICATION AND/OR OTHERWISE PARTICIPATING IN THE COMPETITION, APPLICANT AGREES THAT, TO MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (I) UNDER NO CIRCUMSTANCE WILL ORGANIZER BE LIABLE TO APPLICANT OR THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL OR INCIDENTAL OR OTHER DAMAGES RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THESE OFFICIAL RULES, THE COMPETITION, AND/OR ANY OTHER CONTENT OR INFORMATION PROVIDED BY ORGANIZER, EVEN IF ORGANIZER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,; (II) ALL CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THIS COMPETITION, OR ANY PRIZE GRANTED, SHALL BE RESOLVED BY BINDING ARBITRATION AS SET FORTH IN SECTION 12 BELOW; AND (III) ORGANIZER’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THESE OFFICIAL RULES, THE COMPETITION, AND/OR ANY OTHER CONTENT OR INFORMATION PROVIDED BY ORGANIZER, SHALL NOT EXCEED FIFTY DOLLARS ($50.00).

BY SUBMITTING AN APPLICATION AND/OR OTHERWISE PARTICIPATING IN THE COMPETITION, APPLICANT, ON BEHALF OF ITSELF AND ITS AFFILIATES, SUBSIDIARIES, EMPLOYEES, CONTRACTORS AND AGENTS (INCLUDING, WITHOUT LIMITATION ITS TEAM MEMBERS) AND ITS AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “RELEASING PARTIES”), HEREBY RELEASE, DISCHARGE AND HOLD HARMLESS THE COMPETITION ENTITIES AND THEIR RESPECTIVE PARENTS, AFFILIATES, SUBSIDIARIES, AGENTS, AND/OR REPRESENTATIVES (COLLECTIVELY, THE “RELEASED PARTIES”), FROM, AND HEREBY WAIVE AND RELINQUISH, EACH AND EVERY PAST, PRESENT AND FUTURE DISPUTE, CLAIM, CONTROVERSY, DEMAND, RIGHT, OBLIGATION, LIABILITY, ACTION AND CAUSE OF ACTION OF EVERY KIND AND NATURE (INCLUDING PERSONAL INJURY, DEATH, PROPERTY DAMAGE, LIBEL, DEFAMATION, INVASION OF PRIVACY, RIGHT OF PUBLICITY, OR INFRINGEMENT OF COPYRIGHT), THAT HAS ARISEN OR ARISES DIRECTLY OR INDIRECTLY OUT OF, OR RELATES DIRECTLY OR INDIRECTLY TO, THESE OFFICIAL RULES, THE COMPETITION, APPLICANT’S AND/OR ITS TEAM MEMBERS’ PARTICIPATION IN THE COMPETITION, THE USE AND/OR POSSESSION OF THE PRIZE, 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 APPLICANT AND/OR ANY TEAM MEMBER IS A CALIFORNIA RESIDENT, APPLICANT ON BEHALF OF ITSELF AND/OR THE TEAM MEMBER (AS APPLICABLE) HEREBY WAIVES 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.”

APPLICANT ACKNOWLEDGES AND AGREES THAT THE WAIVER AND RELEASE IS BINDING UPON THE HEIRS AND ASSIGNS OF ANY OF THE RELEASING PARTIES AND IS IRREVOCABLE.

12. GOVERNING LAW; DISPUTE RESOLUTION

These Official Rules shall be governed by California law, without regard to conflicts of laws provisions.

By participating in this Competition, Applicant agree that any and all disputes Applicant may have with, or claims Applicant may have against the Competition Entities relating to, arising out of or connected in any way with (a) the Competition, (b) the awarding or redemption of any Prize, and/or (c) the determination of the scope or applicability of this agreement to arbitrate (a “Claim”), will be resolved exclusively by final and binding arbitration in accordance with the Rules of the American Arbitration Association (“AAA Rules”). The arbitration will take place in Santa Clara County, California, and shall be heard and determined by a single arbitrator. The arbitrator’s decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The arbitrator shall not have the power to award damages except to the extent specifically permitted by these Official Rules. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it will not be disclosed beyond the arbitration proceedings, except as may be required by applicable law. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate. Applicant and Organizer retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these Official Rules, nor a waiver of the right to have disputes submitted to arbitration as provided in these Official Rules. Neither Applicant nor Organizer may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only Applicant’s and/or Organizer’s individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial. Notwithstanding the foregoing, Organizer may seek equitable relief in any court of competent jurisdiction.

THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT APPLICANT OR ORGANIZER WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION. If any provision of these Official Rules is held to be illegal or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that these Official Rules otherwise remain in full force and effect and enforceable. Organizer’s failure to enforce any term of these Official Rules shall not constitute a waiver of that or of any other provision.

13. OFFICIAL RULES & LIST OF FINALISTS AND PRIZE WINNERS

All requests for a copy of the Official Rules and for the names of the Finalists and Winners (first name and state) must be received by Organizer by 11:59 PM Pacific Time on December 31, 2022. For the names of the Finalists and Winners and/or Official Rules send an email to startup-battleground@agora.io, with the Subject Line (as applicable): “Finalists & Winners List” and/or “Official Rules”.

14. NO AFFILIATION WITH THIRD PARTIES

This Competition is sponsored and administered exclusively by Organizer and is no way sponsored, endorsed, administered by or associated with any other third parties. Any third party trademarks mentioned herein are the property of their respective trademark owners. The use or mention of such third party trademarks is solely for descriptive purposes and shall in no way imply an endorsement or sponsorship of the Competition.