AGORA Terms and Conditions of Use ("Terms")
IN THESE TERMS, "WE," "US," "ITS" AND "OUR" REFER TO AGORA, its parent entity , subsidiaries, and affiliated organizations ("ORGANIZATION"), AND "YOU" AND "YOUR" REFER TO YOU. Before using AGORA, please read these Terms relating to your use of this web site carefully.
1. USE OF SERVICES
ORGANIZATION offers online resources for open source software development and content creation on AGORA.
ORGANIZATION offers AGORA to you, provided that you represent that you are of legal age to create binding contractual and financial obligations for any liability that you may incur as a result of your use of AGORA.
Your use of AGORA constitutes your agreement with the Terms and the AGORA policies ("Policies") posted from time to time and the Privacy Statement, both of which are incorporated by this reference into the Terms. Your use of a particular AGORA service ("Service") may be subject to specific guidelines ("Service-Specific Rules") posted from time to time and incorporated by this reference into the Terms. Use of the Services constitutes full acceptance of and agreement to the Service-Specific Rules.
If you do not agree to these Terms, then you are not granted rights to use AGORA or any of its Services, and you should refrain from accessing AGORA and its Services. If you violate any of these Terms, your permission to use AGORA automatically terminates.
AGORA reserves the right to update and change the Terms, including without limitation the Privacy Statement, Policies and/or Service-Specific Rules, from time to time. ORGANIZATION will alert users of any changes by email. Updates and changes to these Terms will be reflected in and accessible through the URL where such Terms first appeared. Users should periodically review the most recent version of the Terms, including without limitation the Privacy Statement, Policies and Service-Specific Rules. Use of AGORA after changes to the Terms constitutes acceptance of any changes. It is therefore important that you regularly review these Terms and keep your contact information current to ensure you receive any changes via email.
Please note that there are risks, including but not limited to the risk of physical harm, of dealing with strangers, including persons who may be acting under false pretenses. Please choose carefully the information you post on this web site and that you give to other web site users. You assume all risks associated with dealing with other users. We expect that you will use caution and common sense when using this web site.
2. REGISTRATION OBLIGATIONS
In order to access certain Services, you may be required to register and obtain an account with AGORA.
When registering, you must: (a) provide true, accurate, current and complete information (collectively, the "Registration Data") and (b) update the Registration Data as necessary. If, after investigation, we have reasonable grounds to suspect that your information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and prohibit any or all use of AGORA by you.
You will receive a password and account designation upon completing an AGORA registration process. You are responsible for maintaining the confidentiality of your password and for all activities that occur through your account. You agree to immediately notify ORGANIZATION of any unauthorized use of your password or account or any other breach of security. ORGANIZATION will not be liable for any loss or damage arising from your failure to provide accurate information or to keep your password secure. Use unique numbers, letters, and special characters for passwords and log off from your account at the end of each session.
3. APPROPRIATE CONDUCT AND RELATED USER REPRESENTATIONS AND WARRANTIES
As used throughout these Terms, "Content" means any text, data, software, music, sound, photograph, graphic, video, message, or material, whether publicly posted, or privately transmitted via AGORA. You agree that you are responsible for your own conduct and any Content that you or anyone using your account creates, transmits or displays when on AGORA ("Your Content") and for any consequences thereof. "Content" includes text or data entered into and stored by publicly-accessible site features such as message boards and bug trackers ("AGORA Public Content"), and any input, suggestions, or other feedback ("Feedback") relating to or in the AGORA site or any Service.
When you create or make available Your Content, you thereby represent and warrant that:
(a) you own or have sufficient rights to post Your Content posted by, on or through AGORA;
(b) the posting of Your Content on or through AGORA does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person;
(c) you have fully complied with any third-party licenses relating to Your Content, agree to pay for all royalties, fees and any other monies owning any person by reason of any of Your Content that you posted to or through AGORA;
(d) Your Content does not contain any viruses, worms, Trojan horses, malicious code or other harmful or destructive content;
(e) Your Content is not obscene, lewd, lascivious, excessively violent, harassing, libelous or slanderous, does not advocate the violent overthrow of the government of any legal government, does not incite, encourage or threaten immediate physical harm against another, does not violate any applicable law, regulation, or rule, and does not violate the privacy or publicity rights of any third party;
(f) Your Content does not contain material that solicits personal information from anyone under 18 or exploit people under the age of 18 in a sexual or violent manner, and does not violate any federal or state law concerning child pornography or otherwise intended to protect the health and wellbeing of minors;
(g) if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to make available Your Content, or (ii) secured from your employer a waiver as to all rights in or to Your Content;
(h) Your Content does not violate any state or federal law designated to regulate electronic advertising;
(i) Your Content does not constitute, contain, install or attempt to install or promote spyware, malware or other computer code, whether on ORGANIZATION's or others computers or equipment, designated to enable you or others to gather information about or monitor the online or other activities of another party;
(j) Your Content does not inundate the Website with communications or other traffic suggesting no serious intent to use the Website for its stated purpose;
(k) Your Content does not otherwise violate, or link to material that violates any provision of this Agreement;
(l) Your Content does not contain content that endorses or promotes racism, bigotry, hatred, or physical harm of any kind against another group or individual; and
(m) Your Content does not contain content that discriminates, incites harassment or advocates harassment of any group or individual.
4. NO UNLAWFUL OR PROHIBITED USE
In connection with your use of AGORA, you shall comply with all applicable international, state, federal, local laws, including without limitation, all laws regulating exports. You are aware that all postings of open source encryption code must be simultaneously reported by email to the U.S. government. You are responsible for submitting this email report to the U.S. government in accordance with procedures described in: http://www.bis.doc.gov/encryption/PubAvailEncSourceCodeNofify.html and Section 740.13(e) of the EAR.
You represent you are not a person on a list barring you from receiving services under U.S. laws or other applicable jurisdiction, including without limitations, Denied Persons List, Entity List, and other lists issued by the U.S. Department of Commerce, Bureau of Industry and Security, detailed at http://www.bis.doc.gov/complianceandenforcement/ListsToCheck.htm (or successor sites thereto). Users residing in countries on the United States Office of Foreign Assets Control sanction list, including Cuba, Iran, North Korea, Sudan and Syria, may not post or access Content available through AGORA.
In addition to the above, you may not access or use AGORA for any purpose other than that for which ORGANIZATION makes it available. Certain activities, even if legal, may violate the common rules of etiquette governing Content, as determined by ORGANIZATION in its sole discretion.
Without limiting any other remedies, ORGANIZATION may suspend or terminate your AGORA account if we suspect that you have engaged in unlawful activity in connection with AGORA. In addition, ORGANIZATION reserves the right, in its sole discretion to investigate and take appropriate legal action against anyone who, in ORGANIZATION's sole discretion violates this provision. Prohibited activity includes, but is not limited to:
(a) criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, copyright infringement, patent infringement, or theft of trade secrets;
(b) transmitting chain letters or junk mail to other users;
(c) using any information obtained from the web site in order to contact, advertise to, solicit, or sell to any user without such user's prior explicit consent;
(d) engaging in automated use of the system, such as using scripts to send comments or messages;
(e) interfering with, disrupting, or creating an undue burden on the web site or the networks or services connected to the web site, including, without limitation, hacking into the web site;
(f) attempting to impersonate another user or person;
(g) using the username of another person;
(h) selling or otherwise transferring your profile; and
(i) using any information obtained from the web site to harass, abuse or harm another person.
5. AGORA PRIVACY STATEMENT
You understand that the technical processing and transmission of ORGANIZATION Services, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks, devices or services.
6. PROPRIETARY RIGHTS
You agree that content contained in sponsor advertisements or presented to you through AGORA ("Sponsor Content"), along with any necessary software used in connection with operating AGORA, contain proprietary and confidential information that are protected by intellectual property and other laws and treaties. In addition, the content on the Website, except for all Content, including without limitation, the text, graphics, photos, sounds, sayings and the like ("Materials") and the trademarks, service marks and logos of ORGANIZATION contained therein ("Marks"), are owned by or licensed to ORGANIZATION, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions.
Materials, Content and Sponsor Content on the web site and any necessary software used in connection with operating AGORA are provided to you "AS IS" for your personal information and use and, except as expressly authorized by ORGANIZATION or respective third party rights holders in a separate written agreement, you agree not to otherwise use, copy, modify, rent, lease, loan, sell, distribute, transmit, broadcast, create derivative works of, or exploit the Materials, Content, Sponsor Content, and any necessary software used in connection with operating AGORA, in whole or in part.
You also agree not to remove, obscure, or alter ORGANIZATION's or any third party's copyright, trademark, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through AGORA.
You agree not to access AGORA by any means other than through the interface that is provided by ORGANIZATION, unless otherwise specifically authorized by ORGANIZATION in a separate written agreement. You also agree not to circumvent, disable or otherwise interfere with security related features of the web site or features that prevent or restrict use or copying of any Materials or enforce limitations on use of the web site or the Materials therein.
Except for Feedback, which you agree to grant ORGANIZATION any and all intellectual property rights owned or controlled by you relating to the Feedback, ORGANIZATION claims no ownership or control over any Content. You or your third party licensor, as applicable, retain all intellectual property rights to any Content and you are responsible for protecting those rights, as appropriate.
With respect to AGORA Public Content, the submitting user retains ownership of such AGORA Public Content, except that publicly-available statistical content which is generated by ORGANIZATION to monitor and display AGORA project activity is owned by ORGANIZATION.
By submitting, posting or displaying Content on or through AGORA, you grant ORGANIZATION a worldwide, non-exclusive, irrevocable, perpetual, fully sublicensable, royalty-free license to use, reproduce, adapt, modify, translate, create derivative works from, publish, perform, display, rent, resell and distribute such Content (in whole or part) on AGORA and incorporate Content in other works, in any form, media, or technology developed by ORGANIZATION, though ORGANIZATION is not required to incorporate Feedback into any ORGANIZATION products or services. ORGANIZATION reserves the right to syndicate Content submitted, posted or displayed by you on or through AGORA and use that Content in connection with any service offered by ORGANIZATION.
With respect to Content posted to private areas of AGORA (e.g., private AGORA development tools or AGORA Mail), the submitting user may grant to ORGANIZATION or other users such rights and licenses as the submitting user deems appropriate.
7. ALLEGATIONS OF COPYRIGHT INFRINGEMENT OR TRADEMARK INFRINGEMENT
You may not post, modify, distribute or reproduce in any way any copyrighted materials, trademarks or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights.
Our procedures for responding to alleged copyright infringement are consistent with the form suggested by the United States Digital Millennium Copyright Act (the text of which can be found at the U.S. Copyright Office web site, http://www.copyright.gov/legislation/dmca.pdf ). Please note that you will be liable for damages (including costs and attorneys' fees) if you make any material misrepresentations when making or countering a copyright infringement claim.
ORGANIZATION is generally unable to evaluate the merits of trademark disputes because trademark rights may be based on registration or common law use, exist only for certain categories of goods or services and may differ internationally. Therefore, ORGANIZATION encourages you to resolve trademark disputes directly rather than utilize ORGANIZATION as an intermediary.
8. LICENSING AND OTHER TERMS APPLYING TO CODE AND OTHER CONTENT POSTED ON AGORA
AGORA fosters software development and content creation under Open-Source Initiative ("OSI")-approved licenses or other arrangements relating to software and/or content development that may be approved by ORGANIZATION. For more information about OSI, and OSI-approved licenses, visit www.opensource.org .
Use, reproduction, modification, and ownership of intellectual property rights to data stored in CVS, SVN or as a file release and posted by any user on AGORA ("Source Code") shall be governed by and subject to the OSI-approved license, or to such other licensing arrangements approved by ORGANIZATION, applicable to such Source Code.
Content located on any AGORA -hosted subdomain which is subject to the sole editorial control of the owner or licensee of such subdomain, shall be subject to the OSI-approved license, or to such other licensing arrangements that may be approved by ORGANIZATION, applicable to such Content.
9. NO RESALE OF SERVICE
You agree not to sell, resell or offer for any commercial purposes, any portion of, use of, or access to, Services on AGORA , except those that are specifically endorsed or approved by ORGANIZATION. You shall not do the following without the express written consent of ORGANIZATION: (a) make any unauthorized use of the AGORA Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email; and (b) engage in unauthorized framing of or linking to the web site.
10. GENERAL PRACTICES REGARDING USE AND STORAGE
You agree that ORGANIZATION has no responsibility or liability for the deletion or failure to store any Content or other communications maintained or transmitted on AGORA. While ORGANIZATION will use reasonable efforts to back up site data and make such data available in the event of loss or deletion, ORGANIZATION has no responsibility or liability for the deletion or failure to store any communications or Content maintained or transmitted on AGORA.
Though ORGANIZATION may currently have no set fixed upper limit on the number of transmissions you may send or receive through AGORA, or the amount of storage space you use on the site, ORGANIZATION retains the right, at its sole discretion, to create limits at any time and ORGANIZATION will alert users of any such limits by email and post updated Terms in accordance with Section 1.
ORGANIZATION reserves the right to mark as "inactive" and archive AGORA accounts and/or projects that are inactive for extended periods of time.
Upon the termination of your AGORA account, for any reason, including as a result of inactivity, violation of these Terms, or receipt of a certificate or other legal document confirming your death, ORGANIZATION will close your account and you will no longer be able to retrieve materials contained in that account.
AGORA will not pre-screen or review Content, but ORGANIZATION reserves the right (but does not undertake the obligation) in its sole discretion to: (a) monitor the web site for violations of these Terms, (b) take appropriate legal action against anyone who, in ORGANIZATION's sole discretion, violates these Terms, including, without limitation, reporting you to law enforcement authorities; (c) refuse, restrict access to or the availability of, or disable (to the extent technologically feasible) any user's Content or any portion thereof that may violate these Terms or any ORGANIZATION policy; (d) terminate the accounts of repeat infringers; (e) otherwise manage the web site in a manner designed to protect the rights and property of ORGANIZATION and others and to facilitate the proper functioning of the web site; and (f) restrict access to or the availability of material that ORGANIZATION, in its sole discretion, considers to be obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable.
11. LINKS TO THIRD PARTY WEB SITES
Links to third party web sites on AGORA are provided solely as a convenience to the user. When a user uses these links, the user leaves AGORA . AGORA has not reviewed all of these third party sites, does not control, and is not responsible for, any of these sites, their content or privacy practices. AGORA does not endorse or make any representations about the third party sites, or any information, services, or products found on the sites. If a user decides to access any of the linked sites, AGORA encourages the user to read their privacy statements. The user accesses such sites at user's own risk.
YOU AGREE TO INDEMNIFY, HOLD HARMLESS, AND DEFEND ORGANIZATION AND EACH OF THEIR ADVERTISERS, LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS AND OTHER CONTRACTORS (COLLECTIVELY, "ORGANIZATION INDEMNIFIED PARTIES") FROM ANY AND ALL THIRD PARTY CLAIMS, CAUSES OF ACTIONS, PROCEEDINGS, LIABILITIES, DAMAGES, OR OTHER DEMANDS ("CLAIMS") (INCLUDING BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES, ACCOUNTING EXPENSES, AND LEGAL COSTS), ARISING FROM OR RELATED TO (A) YOUR (OR ANY USER'S OF YOUR ACCOUNT) ACCESS TO OR USE OF AGORA AND SERVICES, INCLUDING, WITHOUT LIMITATION, YOUR OR OTHERS' ACCESS OF CONTENT OR OTHER MATERIALS AVAILABLE BY MEANS OF THE WEB SITE OR THIRD-PARTY WEB SITES, OR YOUR PURCHASING OF GOODS OR SERVICES FROM THIRD PARTIES; (B) YOUR VIOLATION OF THESE TERMS OR BREACH OF THESE TERMS , INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY CONTAINED IN THIS AGREEMENT; OR (C) YOUR CONTENT OR PROVISION TO AGORA OF INFORMATION OR ANY OTHER PRODUCTS, POSTINGS, OFFERINGS, DATA OR MATERIALS. THE ORGANIZATION INDEMNIFIED PARTIES WILL HAVE THE RIGHT, BUT NOT THE OBLIGATION, TO PARTICIPATE THROUGH COUNSEL OF THEIR CHOICE OF ANY DEFENSE BY YOU OF ANY CLAIM AS TO WHICH YOU ARE REQUIRED TO DEFEND, INDEMNIFY OR HOLD HARMLESS THE ORGANIZATION INDEMNIFIED PARTIES ("INDEMNIFIED CLAIM'). YOU MAY NOT SETTLE ANY INDEMNIFIED CLAIM WITHOUT THE PRIOR WRITTEN CONSENT OF THE CONCERNED ORGANIZATION INDEMNIFIED PARTIES.
13. DISCLAIMER OF WARRANTIES
ORGANIZATION cannot control the nature of the content available on the web site. By operating the web site, ORGANIZATION does not represent or imply that ORGANIZATION endorses any Content or any other materials or items available on or linked to by the web site, including without limitation content hosted on third party web sites, or that ORGANIZATION believes Content or any other materials or items to be accurate, useful or non-harmful.
ORGANIZATION cannot guarantee and does not promise any specific results from use of the web site. No advice or information, whether oral or written, obtained by you from ORGANIZATION or the web site shall create any warranty not expressly stated herein.
ALL PRODUCTS, SERVICES, INFORMATION, CONTENT OR ANY OTHER MATERIALS OR ITEMS PROVIDED THROUGH AGORA ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, INCLUDING BUT NOT LIMITED TO, EXPRESS OR IMPLIED WARRANTIES, CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. ORGANIZATION DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCTS, SERVICES OR INFORMATION ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEB SITE OR ANY HYPERLINKED WEB SITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND ORGANIZATION WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF CONTENT, PRODUCTS, SERVICES OR INFORMATION. AS WITH THE PURCHASE OF A PRODUCT, SERVICE OR INFORMATION THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
ORGANIZATION DOES NOT WARRANT THAT AGORA SERVICES WILL BE TIMELY, UNINTERRUPTED, OR SECURE. SCHEDULED AND PREVENTIVE MAINTENANCE AS WELL AS REQUIRED AND EMERGENCY MAINTENANCE WORK MAY TEMPORARILY INTERRUPT SERVICES OR ACCESS TO THE WEB SITE. AGORA DOES NOT ASSUME RESPONSIBILITY FOR DELETION, MIS-DELIVERY, OR FAILURE TO STORE ANY USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
YOU AGREE THAT YOUR USE OF THE WEB SITE AND SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, ORGANIZATION AND EACH OF ITS ADVERTISERS, LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS AND OTHER CONTRACTORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED IN CONNECTION WITH THE WEB SITE, YOUR USE THEREOF, THE ACCURACY OR COMPLETENESS OF THE WEB SITE'S CONTENT, THE CONTENT OF ANY WEB SITE LINKED TO THIS WEB SITE OR THE SERVICES, PRODUCTS, INFORMATION OR ANY OTHER ITEMS OR MATERIALS OFFERED AND ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES OR INACCURACIES OF CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEB SITE OR SERVICES, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEB SITE, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEB SITE BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEB SITE.
ORGANIZATION RESERVES THE RIGHT TO CHANGE ITS WARRANTY POLICY SET FORTH HEREIN, AT ANY TIME, WITHOUT NOTICE AND WITHOUT LIABILITY TO YOU OR ANY OTHER PERSON.
14. LIMITED LIABILITY
TO THE EXTENT PERMITTED BY APPLICABLE LAW, ORGANIZATION WILL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, OR ANY OTHER DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES RESULTING FROM: (A) RELIANCE ON THE WEB SITE MATERIALS, (B) LOSS OF USE, DATA, PROFITS, GOODWILL AND/OR OTHER INTANGIBLE LOSSES (INCLUDING WITHOUT LIMITATION THE INABILITY TO USE AGORA SERVICES, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON AGORA), OR (C) DELAYS OR BUSINESS INTERRUPTIONS ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE WEB SITE), WHETHER BASED ON BREACH OF CONTRACT, WARRANTY BREACH, TORT, OR OTHERWISE, ARISING FROM YOUR USE OF THE WEB SITE OR SERVICES, EVEN IF ORGANIZATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ORGANIZATION'S LIABILITY AND THE LIABILITY OF EACH OF ITS OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, ADVERTISERS, LICENSORS, SUPPLIERS, SERVICE PROVIDERS AND OTHER CONTRACTORS TO YOU OR ANY THIRD PARTIES UNDER ANY CIRCUMSTANCE IS LIMITED TO A MAXIMUM AMOUNT OF THE FEES PAID BY YOU FOR THE SERVICES DURING THE MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE DAMAGES OR $100, WHICHEVER IS LESS.
15. EXCLUSIONS AND LIMITATIONS
SOME STATES OR JURSIDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES, OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
16. RELATIONSHIP OF THE PARTIES
Nothing herein shall be deemed to create an agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship of any kind between ORGANIZATION and any user nor do these Terms extend rights to any third party.
17. NO THIRD PARTY BENEFICIARIES
You agree that there shall be no third party beneficiaries to the Terms.
You agree that ORGANIZATION may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on AGORA .
19. ENTIRE AGREEMENT
The Terms constitute the entire agreement between you and ORGANIZATION with respect to the subject matter hereof and govern your use of AGORA , superceding any prior understandings and agreements between you and ORGANIZATION related to the subject matter hereof for the use of AGORA . The section headings in the Terms are for convenience only and have no legal or contractual effect.
20. DISPUTES WITH ORGANIZATION, CHOICE OF LAW AND FORUM
All disputes arising out of or relating to these Terms (including its formation, performance or alleged breach) of your access to or use of the Content and website, including without limitation your or others' downloading or consumption of Content or other materials available by means of the web site or third party web sites, your uploading Content to the web site, or your purchasing of goods or services from third parties, will be exclusively resolved under confidential binding arbitration held in Santa Clara County, California before and in accordance with the rules of JAMS. Notwithstanding the foregoing, ORGANIZATION will have the right to seek injunctive relief to enforce these Terms or to stop or prevent an infringement of proprietary or other third party rights.
In the event of litigation or to compel arbitration or to enforce an arbitration award under this Section, or to obtain an injunction under this Section, the parties hereby irrevocably consent and submit to the exclusive personal jurisdiction and venue of the state and federal courts located in Santa Clara County, California. The Terms and the relationship between you and ORGANIZATION shall be governed by the laws of the State of California without regard to its conflict of law provisions. You agree the UN Convention on Contracts for the International Sale of Goods shall not apply.
21. WAIVER AND SEVERABILITY OF TERMS
The failure of ORGANIZATION to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
22. TIME LIMIT FOR FILING CLAIMS
Any claim or cause of action arising out of or related to use of AGORA or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
In our sole discretion, we may assign these Terms by providing notice in accordance with the notice Section should ORGANIZATION ever file for bankruptcy or in the event of a sale, merger, acquisition or other transfer of all or substantially all of AGORA.
24. TERM AND SURVIVAL