Agora END USER/CUSTOMER AGREEMENT




This Agreement sets forth the terms pursuant to which Customer may use Agora’s proprietary platform services and related software service to integrate live voice and video chat capabilities into Customer’s web and mobile applications.
END USER/CUSTOMER agree as follows:

1. Definitions.

  • “Account” means Customer’s account created via registration on the Agora web site which entitles Customer to receive an API key, access agora software and services and online administrative tools.
  • “Affiliate” means an entity that, from time to time, directly or indirectly controls, is controlled by, or is under common control with a party. An entity will be deemed to control another entity if it has the power to direct or cause the direction of the management or policies of such entity, whether through the ownership of voting securities, by contract or otherwise.
  • “Agora Service(s)” means the Agora Software Defined Real-Time Network (SD-RTN®) and associated services which enable customers to integrate and deploy live voice and video chat capabilities and other communications features and functionalities into their web and mobile applications.
  • “Agora Software” means any downloadable tools, client libraries, software development kits (“SDKs”), APIs, API keys that uniquely identifies a particular Customer Application and or other such proprietary software provided by Agora in connection with the Agora Services, which may be downloaded by Customer, and any updates Agora may make to such Agora Software from time to time.
  • “Commercial Schedule” means the schedule attached to the customer agreement, generated by Agora which specifies the applicable products and services, fees, billing period, start and end date and other mutually agreed to terms and conditions. The parties initial Commercial Schedule is attached as Exhibit A.
  • “Confidential Information” means any non-public information provided by either party to the other that is identified as confidential or should reasonably be considered confidential given the nature of the information and the circumstances of disclosure, including, without limitation, technical data, product plans, customer, user, and financial information. As between the parties, Confidential Information of Agora includes the API (and API key), SDK, the technology sued to provide the Agora Services, Documentation and the terms and conditions of this Agreement and Confidential Information of Customer includes the Customer Data.
  • “Customer Application” means any application developed by Customer or an Affiliate of Customer using the Agora Software that utilizes the Agora Services through the Agora API.
  • “Customer Data” means the content or other information provided, transmitted, or displayed via the Agora Services by Customer or its End Users, but excluding any data provided as part of the Account and any aggregate and/or anonymized data derived by Agora as “Operational Metrics”.
  • “Documentation” means all of the instructions, code samples, on-line help files and technical documentation made available by Agora for the Agora Services or SDK.
  • “End User” means any subscriber, person or entity that uses a Customer Application to access, use, interact with, or consume the Agora Service.
  • “IP Rights” means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar proprietary rights.
  • “SDK” means Agora’s software development kit and any associated tools and documentation to enable Customer to develop Customer Applications that interact with the Agora Services.
  • “Support Terms” means the terms of support set forth in this attachment
  • “SLA” means the Agora service level terms set forth at [Here]
  • “Operational Metrics” means anonymized information, metrics, analytics, and data that Agora collects in connection with Customer’s use of the Agora Software or interaction of the Customer Application with the Agora Services, including, for example, how many times the SDK has been downloaded, error reporting information, and other operational metrics necessary to manage and perform the Agora Service.


2. Licenses.

  • 2.1 Agora Services Licenses. Agora will provide Customer with the Agora Services ordered by Customer through a Commercial Schedule. The initial Commercial Schedule set forth and any additional Commercial Schedules agreed to in writing by the parties will be incorporated by reference into this Agreement and subject to the terms and conditions herein. Subject to Customer’s compliance with the terms and conditions of this Agreement, Agora grants Customer and any applicable Affiliates a limited, non-exclusive, non-transferable license to access and use the Agora Services as set forth in such Commercial Schedule(s).
  • 2.2 Software License. To assist Customer with its development and deployment of Customer Applications, Customer may download the Agora Software. Agora further grants Customer a limited, non-exclusive, non-transferable license during the term of this Agreement to (a) use the object code libraries, APIs, and documentation specified in the SDK solely to develop Customer Applications and enable such Customer Applications to access the Agora Service; and (b) modify any sample code included within the SDK solely as necessary to develop Customer Applications.
  • 2.3 Customer Data. Customer will have control over any and all Customer Data which Customer or the End Users of the Customer Application upload through the Agora Service. Customer hereby grants to Agora a non-exclusive, royalty-free, worldwide license during the term of this Agreement to reproduce, distribute, publicly perform, publicly display and digitally perform the Customer Data in conjunction with the Agora Services. Additionally, Customer understands that the technical processing and transmission of the Agora Services, including any Customer Data provided by Customer, may involve (i) transmissions over various third party networks, and (ii) changes to conform and adapt to technical requirements of connecting networks or devices, and Customer consents to such transmission and changes. Customer additionally agrees to provide all necessary disclosures and obtain all necessary consents from each of its End Users to grant Agora the foregoing rights.
  • 2.4 Restrictions. Except as otherwise expressly permitted under this Agreement, Customer will not directly or indirectly:
  • (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble or otherwise attempt to extract the source code of Agora Services or Software (subject to section 2.5) or access or attempt to gain unauthorized access, modify, delete, damage, disrupt or disable the Agora Service or any other Agora customer’s data
  • (b) sublicense, resell, or distribute the Agora Services or any component thereof separate from the integrated Customer Application or access, use, or copy any portion of the Agora Services, Documentation or SDK to directly or indirectly to develop, promote or support any product or service that is competitive with Agora products and services.;
  • (c) delete any copyright, trademark, proprietary or other notices of Agora or its licensors in the Agora Services, Documentation or Agora Software;
  • (d) use the Agora Services, Agora Software, or Customer Applications or transmit Customer Data, in any manner that violates in any law, rule, regulation or any other legal or regulatory requirement imposed by any regulatory or government agency; or
  • (e) assert (or authorize, assist, or encourage any third party to assert) any intellectual property infringement claims against Agora or any of its affiliates regarding any portions of the Agora Services, Agora Software or Documentation.
  • 2.5 Open Source and Third Party Components. The Agora Service, and Agora Software may include certain third party software components and open source software components that are subject to separate license agreements (as detailed at: www.agora.io/3Plicenses) To the limited extent a third party license or open source license expressly supersedes the Agreement, that third party license or open source license, as applicable, instead governs Customer’s agreement with Agora for the specific included third party or open source components of the Agora Services, or use of the Agora Services (as may be applicable).
  • 2.6 Updates. Agora may make commercially reasonable updates to the Agora Services from time to time (“Updates”). Updates are designed to improve, enhance and further develop the Agora Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. In the event such updates require changes to the Agora APIs, Customer agrees to ensure that calls or requests Customer makes to the Agora Services are compatible with then-current Agora APIs.


3. Customer Applications.

  • 3.1 Responsibility. Customer is solely responsible for the Customer Application and Customer Data, including all activities relating to the development, production, delivery, updating, and promotion of the Customer Application and all protection and security of the Customer Data transmitted through the Agora Service. Customer shall promptly fix any bugs in the Customer Application that causes the Agora Services to be accessed in a way that is not consistent with the Documentation or is otherwise detrimental to the performance of the Agora Services. Customer is responsible for ensuring that all networks, computers and operating systems, servers, hosting facilities, software and other systems used to operate the Customer Application employ security measures to prevent unauthorized access to or use of the Agora Services and Customer Data. If Customer becomes aware of any unauthorized use of the Agora Services or its API key or other passwords provided by Agora, Customer will notify Agora as promptly as possible. Customer is responsible for the accuracy, quality, integrity, and legality of the Customer Data. Customer agrees to abide by (and be responsible for Customer and its End Users’ compliance with) applicable laws and regulations regarding the access and use of Customer Data with the Customer Application.
  • 3.2 Prohibited Uses. Customer will not build any Customer Applications which utilize the Agora Services or enable End Users to utilize the Agora Services for: (a) transmission of offensive, sexually explicit, illegal, dangerous, gratuitously violent, harassing, defamatory, or threatening content or activity which Agora, in its reasonable discretion, deems objectionable; (b) gambling, games of change, or illegal sweepstakes or contests; (c) promoting, encouraging or facilitating any illegal activity, violating the law or the rights of any third party (including, without limitation, intellectual property rights, rights of privacy, or rights of personality); or (d) imposing an unreasonable or disproportionately large load on the Agora Services or circumventing or attempting to circumvent any filtering, security measures or other features designed to protect the Agora Services. Customer will not build any Customer Applications for which use of the Agora Services is primarily directed to or for which a significant portion of the users will be children under 13 without Agora’s prior written consent.
  • 3.3 End Users. Customer will ensure that the End User’s use of the Customer Application comply with the terms of the Agreement and applicable law, and will prohibit End Users from utilizing the Agora Services for any of the uses prohibited in Section 3.2 above. Customer will enter into a written agreement with each of its End Users that is consistent with and as protective of Agora’s proprietary rights as the terms and conditions of this Agreement. If Customer becomes aware that the Customer Application (including an End User’s use of the Customer Application or Customer Data transmitted) violates the terms of this Agreement, Customer will immediately suspend the Customer Application or remove the applicable Customer Data or suspend access to an End User (as may be applicable). If Customer fails to suspend or remove as noted in the prior sentence, Agora may suspend Customer’s use of the Agora Services in accordance with Section 7.2 below.
  • 3.4 Content Notices. Customer is responsible for processing and handling notices it receives from any third party claiming that Customer’s or its End User’s content in connection with the Agora Services violates such party’s rights including without limitation, notices pursuant to the Digital Millennium Copyright Act.


4. Support.

  • Agora agrees to use commercially reasonable efforts to provide support to Customer in accordance with the Support Terms set forth in this agreement.


5. IP Rights.

  • 5.1 Intellectual Property Rights. Except for the limited license rights expressly set forth herein, this Agreement does not grant either Party any rights, implied or otherwise, to the other party’s content, technology or intellectual property. As between the parties, Customer owns all intellectual property rights in the Customer Data and the Customer Application (other than any Agora Software embodied therein), and Agora owns all intellectual property rights in the Agora Services, the APIs and the Agora Software and all technology embodied therein.
  • 5.2 Operational Metrics. Agora monitors and collects Operational Metrics for its own business purposes, such as improving, testing, and maintaining the Software and developing additional products and services. Customer grants to Agora a non-exclusive, non-transferable, worldwide, royalty-free license to collect, analyze or use Operational Metrics relating to its delivery of the Agora Service derived from, or related to, the Customer Data, including the generation of reports for internal, external, and public use. Agora shall have a perpetual right to use and distribute Operational Metrics for the Agora Service only in aggregate, non-personally identifiable form that cannot be used to identify Customer or any of its individual End Users.


6. Fees and Payment.

  • 6.1 Payment Terms. Agora reserves the right to change the method of payment, including by introducing payment processing fees, upon notice to Customer. If Customer fails to pay any undisputed fees in a timely manner has not corrected such failure within five (5) business days after Agora has issued a delinquency notice, then such overdue will be subject to a finance charges equal to 1.0% of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less, and any costs or expenses incurred by Agora to collect any overdue amount that is not paid when due.
  • 6.2 Disputes: Billing disputes must be made in good faith and reported to Agora in writing before the due date of the applicable invoice. Except as otherwise provided in this Agreement, all payment obligations are non-cancelable and once paid are nonrefundable. Amounts due from Customer under this Agreement may not be withheld or offset by Customer against amounts due to Customer for any reason.
  • 6.3 Taxes. Other than net income taxes imposed on Agora, Customer will bear all taxes, duties, and other governmental charges (collectively, “Taxes”) resulting from this Agreement. Customer will also pay any additional taxes as are necessary to ensure that the net amounts received by Agora after all such taxes are paid are equal to the amounts that Agora would have been entitled to in accordance with this Agreement as if the taxes did not exist. These taxes (if applicable) will be charged separately on Customer’s invoice, unless Customer provides in advance a valid tax exemption certificate authorized by the applicable taxing authority.


7. Term and Termination.

  • 7.1 Term. This Agreement will commence upon the Effective Date and continue for so long as a Commercial Schedule is in effect, unless this Agreement is terminated earlier in accordance with the terms of this Agreement. Each Commercial Schedule shall specify an initial term, and unless otherwise addressed in the applicable Commercial Schedule, each Commercial Schedule will automatically renew for an additional one-year term unless a party notifies the other party in writing of its intent not to renew such Commercial Schedule at least 90 days before the start of the next renewal term.
  • 7.2 Suspension. Agora may, in its reasonable discretion, suspend access to the Agora Services and Agora Software at any time if Agora believes that (a) Customer is in breach of any obligations under this Agreement; (b) Customer’s or its End User’s use of the Agora Service or Agora Software poses a security risk; (c) Customer’s or its End User’s use of the Agora Services, violates, misappropriates, or infringes the rights of Agora or a third party; or (d) Customer’s or its End User’s use of the Agora Services or Agora Software renders the Agora Service unavailable, for instance, through a distributed denial of service (DDoS) attack. If feasible, Agora will reasonably inform Customer about the reasons for any such suspension in advance, but has no obligation to provide prior notice to the extent an issue is causing immediate, material and ongoing harm to the Agora Services or other Agora customers. If Agora notifies Customer that a particular End User is causing any of the above issues, and Customer fails to comply with Agora’s request to address the problem, then Agora may suspend Customer’s Account and API key, disable the Customer Application’s access to the Agora Services, and/or disable the offending End User’s access to the Agora Services (as may be applicable) until such violation is corrected. In addition, Agora reserves the right suspend or terminate Customer’s access to the Agora Software if an authorized reseller of Agora fails to pay Agora the fees due and payable by the authorized reseller for any Agora Software licenses or services purchased under the applicable Commercial Schedule and does not make such payment within thirty (30) days following Agora’s notice to such authorized reseller for failure to pay.
  • 7.3 Termination for Breach. Either party may terminate this Agreement if the other party commits a material breach of this Agreement and does not cure the breach within thirty (30) days from receiving written notice. Without limiting the foregoing, any failure by Customer to timely pay to Agora any amounts owing under this Agreement will constitute a material breach of this Agreement.
  • 7.4 Effects of Termination. Upon expiration or termination of this Agreement: (i) Agora may immediately disable Customer’s and its End Users’ use of the Agora Services; (ii) Customer will immediately cease using the Agora Software and delete all copies of the Agora Software that Customer has in its possession or under its control; and (iii) Customer will pay to Agora any fees that had accrued (but had not been paid) prior to the effective date of termination. If Customer terminates this Agreement for breach under this section, Agora will refund the unused portion of any prepaid fees that were paid for the Agora Service for the remainder of the then-current Commercial Schedule term. Upon request, each party will use commercially reasonable efforts to return or destroy all Confidential Information. This section and Sections 2.4, 5, 8, 9.3, 10, 11 and 12 will survive termination of this Agreement.


8. Confidentiality.

  • 8.1 General Obligation. Each party will (a) hold the Confidential Information in strict confidence; (b) protect and safeguard the confidentiality of the Confidential Information with at least the same degree of care as the receiving party uses to protect and safeguard its own confidential and proprietary information (but in no event with less than a reasonable degree of care); (c) immediately notify the disclosing party of any unauthorized access, use, or disclosure of any of disclosing party’s Confidential Information; and (d) cooperate with the disclosing party’s efforts to prevent further breaches of this Section 8.1.
  • 8.2 Disclosure to Representatives. In addition to the obligations in Section 8.1, the receiving party will only disclose or disseminate the disclosing party’s Confidential Information to its employees and contractors who have a need to know and who have signed written agreements with (or are otherwise bound by confidentiality obligations owed to) receiving party that require or permit such individuals to use, disclose, and protect the Confidential Information only in a manner consistent with the provisions of this Agreement. Receiving party will be liable to disclosing party for any failure by any of its employees or contractors to comply with obligations set forth in this Agreement.
  • 8.3 Exceptions. Confidential Information does not include any information that (1) was known (without any confidentiality obligations) prior to disclosure by the disclosing party, (2) is publicly available (through no fault of the receiving party), (3) is rightfully received by a third party (without a duty of confidentiality), or (4) is independently developed (without access or use of Confidential Information). The receiving party may disclose Confidential Information when compelled to do so by law, so long as the receiving party provides prior written notice of the disclosure (if legally permitted) to allow the disclosing party the opportunity to seek protection or confidential treatment or to limit or prevent such disclosure. The receiving party also agrees to cooperate with the disclosing party if the disclosing party chooses to contest the disclosure requirement, seek confidential treatment of the information to be disclosed, or to limit the nature or scope of the information to be disclosed.
  • 8.4 Privacy Policy. Except as otherwise expressly specified in this Agreement, Agora’s collection of personal information in connection with Customer’s or its End User’s use of the Agora Services is subject to the Agora Privacy Policy, available online on Agora.io, as such may be updated by Agora from time to time. To the extent that Customer Data contains any personal information, the parties agree that Customer is the data controller and Agora is merely a data processor. For Customer Data or of End Users in the European Economic Area, the terms in Exhibit C will also apply. To the extent that Exhibit C conflicts with other terms in this Agreement, including Agora’s Privacy Policy, Exhibit C will control.


9. Warranties and Disclaimers.

  • 9.1 Mutual Warranties. Each party represents that: (a) it has full power and authority to enter into the Agreement and to carry out the provisions hereof, (b) it is duly authorized to accept the Agreement and to perform its obligations hereunder, and (c) the acceptance and performance of the Agreement by it does not conflict with any agreement to which it is a party or by which it may be bound.
  • 9.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGORA AND ITS AFFILIATES AND SUPPLIERS DO NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES REGARDING ACCURACY, OPERABILITY, USE, NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. AGORA AND ITS AFFILIATES AND SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY CUSTOMER DATA AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE AGORA SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR SECURING AND BACKING UP ITS CUSTOMER APPLICATION AND CUSTOMER DATA. NEITHER AGORA NOR ITS AFFILIATES OR SUPPLIERS WARRANT THAT THE OPERATION OF THE AGORA SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.
  • 9.3 No Additional Warranties. Customer shall not make any representations or warranties, whether written or oral, to third parties, including without limitation, End Users of the Customer Applications, on behalf of Agora or any Agora supplier or affiliate. Customer acknowledges and agrees that the Agora Services are not designed, manufactured for: (i) high risk activities such as the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Agora Services could lead to death, personal injury, or environmental damage or (ii) processing sensitive, personally identifiable information that is subject to specific regulations or laws that impose increased protections and/or obligations with respect to handling that type of information (e.g. HIPAA)


10. Limitation of Liability

  • NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE) ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO AGORA UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. NOTWITHSTANDING THE FOREGOING, THE FOREGOING LIMITATIONS SHALL NOT APPLY TO CLAIMS ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF THE CONFIDENTIALITY OBLIGATIONS HEREUNDER, OR UNAUTHORIZED USE OF THE OTHER PARTY’S INTELLECTUAL PROPERTY.


11. Indemnification.

  • 11.1 By Agora. Agora will defend and/or settle any third party claim brought against Customer alleging that the Agora Services, as delivered to Customer, and excluding any third party software or open source software therein, infringes the IP Rights of a third party (a “Customer Claim”), and to pay any amounts finally awarded or agreed to (and reasonably approved by Agora) in settlement of such Customer Claim, provided that Agora’s liability under this paragraph shall not exceed the amount that would have been awarded had the Customer Claim been brought directly against Agora for the sale of the applicable Agora Services to Customer. Notwithstanding the foregoing, Agora shall have no obligation to Customer with respect to any Customer Claim arising out of or related to any (a) modification of the Agora Services or SDK other than by Agora, (b) combination of the Agora Services or Agora Software with any materials not provided by Agora, (c) compliance with Customer’s specifications or requirements, or any modification or customization of the Agora Services or the Agora Software made for or on behalf of Customer, (d) use or exploitation of the Agora Services or Agora Software other than as set forth in the Agreement or applicable Documentation, (e) failure to implement any update, modification, or replacement to the Agora Services or Agora Software provided by Agora, or (f) infringement of any claim of any patent necessarily infringed by the implementation of any industry standard practiced by the Agora Services or Agora Software. If Agora reasonably believes the Agora Services infringe a third party’s IP Rights, then Agora may, at its sole option and expense, do any of the following: (i) obtain the right for Customer to continue using the Agora Services; (ii) provide a non-infringing functionally equivalent replacement; (iii) modify the Agora Services so that they no longer infringe; or (iv) if Agora does not believe the foregoing options are commercially reasonable, then Agora may suspend or terminate Customer’s use of the impacted Agora Services and refund the unused portion of any prepaid fees that were paid for the Agora Service for the remainder of the then-current Commercial Schedule term. This section describes Agora’s entire responsibility and Customer’s sole remedy for any infringement claim or action relating to the Agora Services or Agora Software or otherwise arising under this Agreement.
  • 11.2 By Customer. Customer will indemnify, defend, and hold harmless Agora, its affiliates and suppliers and their officers, directors, employees, and agents from and against any and all third party claims, demands, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to (i) any allegation that the Customer Application infringes the IP Right of a third party; (ii) Customer’s breach of this Agreement (directly or indirectly by Customer’s End User); or (iii) a claim relating to the Agora Services that would have been excluded in clauses (a) through (e) of Section 11.1 above if brought against Customer.
  • 11.3 Process. These indemnity obligations are conditioned on the indemnified party promptly notifying the indemnifying party in writing of the claim (a delay in providing notice does not excuse these indemnity obligations unless the indemnifying party is prejudiced by such delay), the indemnified party giving the indemnifying party sole control of the defense of the claim (and in any related settlement negotiations), and the indemnified party cooperating and, at the indemnifying party’s request and expense, assisting in such defense. The indemnified party may participate in the defense of the claim using its own counsel (at its own expense). The indemnifying party may not settle the claim without the indemnified party’s consent if such settlement imposes a payment or other obligation on the indemnified party.


12. General Legal Terms.

  • 12.1 Assignment. Neither party may assign or transfer this Agreement (or any of its rights or obligations under this Agreement) without the other party’s prior written consent, except that consent to assign will not be required in the context of a merger, acquisition, change of control or sale of all or substantially all of a party’s assets. Any attempted assignment or transfer without complying with the preceding sentence will be void. This Agreement inures to the benefit of and is binding upon the parties and their respective legal representatives, successors, and permitted assigns.
  • 12.2 Export. Customer will not (whether directly or indirectly) export or re-export the SDK to or use the Customer Application to access the Agora Services from: (a) any countries that are subject to US export restrictions (such as, by way of example and not limitation, Cuba, Iran, North Korea, Sudan, and Syria); or (b) any third party who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government (such as someone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List).
  • 12.3 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California, excluding its conflict of law principles. The parties will: (a) bring any disputes arising out of or related to the Agreement exclusively in a state or federal court located in Santa Clara County, California; and (b) submit to the personal jurisdiction of such courts.
  • 12.4 Injunctive Relief. Customer agrees that any actual or threatened breach of this Agreement by Customer would cause immediate and irreparable harm to Agora, the value of which would be difficult or impossible to determine and for which monetary damages would be inadequate compensation. Accordingly, in addition to any other remedies, Agora will be entitled to seek injunctive relief or specific performance from any court of competent jurisdiction to prevent any such breaches.
  • 12.5 Force Majeure. A party is not liable under the Agreement for non-performance caused by events or conditions beyond that Party's control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike, or other labor problem (not including Agora employees), internet service provider failure or delay, third party applications, or denial of service attack (each, a "Force Majeure Event") if the party makes reasonable efforts to perform. Either party may terminate the Agreement on written notice to the other party if the Force Majeure Event continues more than thirty (30) days.
  • 12.6 Government End Users. The SDK and any associated Documentation are “Commercial Items,” as such term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202 (as applicable). Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4 (as applicable), the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users only (a) as Commercial Items, and (b) with those rights that are granted to all other end users under the Agreement.
  • 12.7 Publicity. The parties agree that the issuance of any press release or making of any other public communication with respect to the Agreement or Customer’s use of the Agora Services shall be made only with the written approval of the other party, such approval not to be unreasonably withheld or denied. Notwithstanding the foregoing, Agora may in its reasonable discretion include Customer’s name and/or logo in Agora and its affiliates internal and external presentations, web sites, promotional activities, sales materials, presentation materials, social media, blogs and press releases for the purpose of referring to Customer as a customer of Agora’s products and services.
  • 12.8 Notices. To be valid, all notices permitted or required under this Agreement must be sent in writing, via certified mail, by a party to the other party at the address set forth in the preamble. Notices will be deemed given on receipt by the applicable party.
  • 12.9 Relationship. This Agreement does not confer any third party beneficiary rights and does not create a joint venture, agency, partnership, or other form of joint enterprise between the parties. Except as expressly provided herein, neither party has the right, power, or authority to create any obligation or duty, express or implied, on behalf of the other. There are no intended third party beneficiaries of this Agreement.
  • 12.10 Severability, Waiver, and Interpretation. If any provision of this Agreement is found to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision is to be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law. No waiver of any breach of this Agreement will constitute a waiver of any other breach. In construing or interpreting the terms of this Agreement: (a) the headings in this Agreement are for convenience only, and are not to be considered, and (b) no presumption is to operate in either party’s favor as a result of its counsel’s role in drafting this Agreement.
  • 12.11 Entire Agreement; Amendments. This Agreement, together with any exhibits or other Agora policies expressly incorporated by reference herein, supersedes all prior discussions and writings relating to the subject matter herein, and constitutes the entire agreement between the parties with respect to the Agora Services and the Agora Software. If there is a conflict between the documents that make up the Agreement, the documents will control in the following order: this Agreement, Exhibits, Commercial Schedule(s), and the terms of other Agora policies expressly incorporated by reference herein. The parties may only amend this Agreement in a writing executed by both parties. No employee, agent, or other representative of Agora has any authority to bind Agora with respect to any statement, representation, warranty, or other expression unless the same is specifically set forth in this Agreement. The terms on any purchase order or order confirmation document submitted by Customer or any authorized reseller to Agora will have no effect and are hereby rejected.
  • 12.12 Counterparts. This Agreement may be executed in any number of identical counterparts, each of which will be deemed an original and all of which will be construed as and constitute the same agreement. This Agreement may also be executed and delivered by facsimile and such execution and delivery will have the same force and effect of an original document with original signatures.