AGORA TERMS AND CONDITIONS OF SERVICE

THESE TERMS OF USE CONTAIN A MANDATORY ARBITRATION AGREEMENT REQUIRING ANY DISPUTE BETWEEN YOU AND GUYBRUSH LIMITED, TRADING AS AGORA, SUBJECT TO LIMITED EXCEPTIONS, TO BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS AND REQUIRING YOU TO FOREGO JURY TRIALS AND ALL OTHER TYPES OF COURT PROCEEDINGS OF ANY KIND. BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE THAT YOU UNDERSTAND AND EXPRESSLY AGREE TO THE MANDATORY ARBITRATION AGREEMENT.

Guybrush Limited (“Guybrush”), trading as AGORA offers Agora, our mobile app, and related services (collectively, “Agora” and together with Guybrush “We” and all of its derivations). These Terms of Use, the Agora Privacy Policy (the “Privacy Policy”), and all other terms and policies referenced in these Terms or accessible from Agora (collectively, the “Terms”) are a legal agreement between you and us. BY DOWNLOADING AGORA OR CLAIMING COINS OR PAYMENTS OFFERED TO YOU THROUGH AGORA, YOU AGREE TO ALL OF THESE TERMS AND ALL OTHER RULES, POLICIES, AND PROCEDURES RELATING TO AGORA AND YOUR USE THEREOF THAT WE MAY PROVIDE YOU FROM TIME TO TIME. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE AGORA.

“You” (and all of its derivations) means you individually and any person acting as your agent, under your authority, or with your permission. You may not use Agora on behalf of a company or other legal entity. You represent and warrant that you are (a) at least 18 years of age (or the minimum age in your jurisdiction for entering into a binding contract) and (b) capable of entering into a legally binding agreement. If you are under 18, you may only use Agora if your parent or legal guardian has consented to these Terms on your behalf. IF YOU ARE UNDER [13] YEARS OLD, YOU MAY NOT USE AGORA UNDER ANY CIRCUMSTANCES OR FOR ANY REASON.

  1. Privacy

    The Privacy Policy explains how we collect, store, share, or otherwise use any personal information you provide through Agora (“Personal Data”). Our use of Personal Data will be in accordance with the Privacy Policy, and you hereby grant us the right to use your Personal Data consistent with these Terms, including the Privacy Policy.

  2. Your Agora Account

    You must create an account with us in order to use Agora (your “Agora Account”), either by entering a username and password or by using the credentials for an account that you have registered on certain social media or other platforms operated by third parties (“Third Party Platforms”) that are listed as registration options on the Agora registration page. When registering for an Agora Account, you must provide true, accurate, and complete information and establish a username and a password. You must maintain and promptly update such information so that it is current at all times. You are responsible for maintaining the confidentiality of and for all activities that occur through your Agora Account, whether or not you have authorised them. You must notify us immediately upon becoming aware of any breach of security or unauthorised use of your Agora Account. We will not be responsible for any loss or damage arising from your failure to comply with your responsibilities and obligations under these Terms or from any activities that occur through your Agora Account. You will not create an account on behalf of someone else.

  3. Use Of Agora And Restrictions

    1. Provided that you at all times comply with these Terms, we grant you a limited, non-exclusive right to access and use Agora solely for your personal, non-commercial use. You are responsible for all of your activity in connection with Agora and must comply with these Terms and applicable law. You may not use Agora or any Content (as defined below) made available through Agora for any purpose other than as set forth in these Terms. Without limitation of the foregoing, you will not (and will not permit any third party to), directly or indirectly:
      1. take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure
      2. interfere or attempt to interfere with the proper working of Agora or bypass, circumvent, or attempt to bypass or circumvent any measures we may use to prevent or restrict access to Agora
      3. use or frame any of our trademarks or other proprietary information
      4. use meta tags or any other “hidden text” using any of our trademarks
      5. decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of Agora or make or attempt to make any modification to Agora, except to the limited extent applicable laws specifically prohibit such restriction
      6. transmit software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of Agora or any software, hardware, or telecommunications equipment
      7. modify, translate, or otherwise create derivative works of Agora
      8. incorporate Agora or any portion thereof into any other program or product
      9. use or launch any automated system, including “robots,” “spiders,” or “offline readers,” to access Agora
      10. sell, resell, copy, rent, lease, loan, distribute Agora, in whole or in part, or charge any party for access to Agora
      11. act as an intermediary, aggregator, or service bureau yourself or on behalf of any third party
      12. harm minors in any way or solicit or otherwise attempt to gain any information from a minor
      13. impersonate any person or entity, including any Agora user, any celebrity, any Guybrush director, officer, employee, or shareholder, any of our representatives, or any other person or entity, or falsely state or otherwise misrepresent your affiliation with Guybrush, Agora, any product brand, or any other person or entity
      14. forge headers or otherwise manipulate identifiers in order to disguise any Content’s origin
      15. use Agora in a manner that may create a conflict of interest or undermine the purposes of Agora, such as creating an inaccurate or untruthful review
      16. upload, post, link to, email, or otherwise transmit any Content that is not your own or with respect to which you do not have the right to upload, link to, email, or otherwise transmit it under applicable law or due to a contractual or fiduciary relationship
      17. upload, post, link to, email, or otherwise transmit any Content that infringes, misappropriates, or violates any patent, trademark, trade secret, copyright, right of privacy or publicity, or other proprietary right of any party
      18. upload, post, link to, email, or otherwise transmit through Agora any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable (as determined by us in our sole discretion)
      19. upload, post, link to email, or otherwise transmit any unsolicited or unauthorised advertising, promotional materials, spam, chain letters, or other form of commercial solicitation
      20. solicit, collect, or post, or attempt to solicit, collect, or post Personal Data of others or access or attempt to access the Agora Account of another user without their consent
      21. troll or otherwise disrupt the normal flow of comments within Agora or otherwise act in a manner that negatively affects or otherwise disrupts or interferes with or diminishes the quality of another user’s experience of Agora
      22. solicit, collect, or post, or attempt to solicit, collect, or post, any material that would encourage or provide instructions for a criminal offence, dangerous activities, or self-harm
      23. stalk, cyberstalk, or otherwise harass or bully another user
      24. violate any applicable local, state, national, or international law, rule, or regulation or use Agora or any Content made available through Agora in connection with any fraudulent or illegal conduct, transaction, or business
        25. or
      25. take any action that you know is false, misleading, untruthful, or inaccurate.

  4. CONTENT

    “Content” means information (including biographical information), videos, music, audio clips, data, software, text, photographs, comments, feedback, reviews, questions, drawings, graphics, features, and other materials.

    1. Content Available on Agora
      1. Users of Agora may upload, link to, email, transmit, or otherwise make Content available through Agora (collectively, “User Content”).
      2. We are the owner or the licensee of all intellectual property rights in the Agora App, and in the material published on it, including without limitation the User Content. Those works are protected by trademark and copyright laws and treaties around the world. All such rights are reserved.
      3. You may print off one copy, and may download extracts, of any page(s) from the Agora App for your personal use and you may draw the attention of others to Content posted on our site.
      4. You must not modify the paper or digital copies of any materials or Content you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
      5. Our status (and that of any identified contributors or Users) as the authors of Content on the Agora App must always be acknowledged.
      6. Except as expressly set forth in these Terms, you may not use any Content for any other purpose, including in any public or commercial way, or modify, copy, distribute, republish, perform, display, create derivative works of, post, or transmit any such Content in any form or by any means, including electronic, mechanical, photocopying, recording, or otherwise, without our prior written consent and, where applicable, the prior written consent of our licensors. You may not remove or alter any copyright or other proprietary notices contained in any Content made available through Agora.
      7. If you print off, copy or download any part of the Platform in breach of these Terms of Use, your right to use the Agora App will cease immediately and you must, at our option, return or destroy any copies of the materials, or Content, you have made.
      8. Notwithstanding the foregoing, Guybrush does not licence to you any rights in any sound recordings and the musical works embodied therein that may be made available through Agora.
    2. Your Content
      1. Subject to our obligations under applicable law and as set out in our Privacy Policy, you are solely responsible for all Content, including Personal Data, that you upload, post, link to, email, or otherwise transmit or make available through Agora (“Your Content”). Agora may allow you to link your Agora Account to certain social media platforms operated by third parties, such as TikTok and Instagram (“Third Party Platforms”) and/or to link, upload, and transmit Content from such Third Party Platforms to Agora and vice versa. If you do this, you must not only comply with these Terms, you must comply with the terms and conditions that apply to your use of those Third Party Services (“Third Party Terms”). If you own the rights in a copy of a sound recording (such as a song you downloaded from iTunes), but do not own any other rights in that sound recording, including in the underlying musical works embodied in it, you may not include that sound recording in Your Content unless you have obtained all permissions, clearances, and authorizations from all persons who have rights or ownership interests in such sound recording and musical work.
      2. If you link Agora or Content made available on Agora to your account on a Third Party Platform you must do so in a manner that: (i) complies with these Terms, the applicable Third Party Terms, and applicable laws; (ii) does not imply that you are associated with Agora or imply any approval or endorsement by us; and (iii) does not damage our reputation or take advantage of it. We reserve the right to withdraw permission to you to link to Agora or any Content made available through Agora at any time without notice.
      3. You represent and warrant that: (i) all of Your Content is accurate, complete, up-to-date, and in compliance with all applicable laws, rules, and regulations, these Terms and any applicable Third Party Terms; (ii) you have obtained all rights, clearances, authorisations, and consents necessary to upload, post, link to, email or otherwise transmit Your Content without infringement or violation of any third party rights, including any privacy rights, publicity rights, contract rights, or intellectual property rights; (iii) to the extent you do not exclusively hold all rights in Your Content, all parties who hold such rights, including moral rights, have completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the licences you are granting in these Terms; and (iv) our exercise of the rights in Your Content granted by you in these Terms to us will not result in any obligation to pay royalties to any third party, including any sound recording copyright owner (e.g., a record label), musical work copyright owner (e.g., a music publisher), music producer, performing rights organisation (e.g., ASCAP, BMI, SESAC, etc.), a sound recording performing rights organisation (e.g., SoundExchange), union, or guild.
      4. You acknowledge and agree that all Content made available through Agora is public and not private communication. We are not subject to any obligation of confidentiality with respect to Your Content except as set forth in the Privacy Policy or as required by applicable law. We reserve the right to access, read, preserve, and disclose any Content made available through Agora and disclose the Content provider’s identity as we reasonably believe necessary to: (a) satisfy any applicable law, regulation, legal process, or governmental request; (b) enforce these Terms, including investigating potential violations hereof; (c) detect, prevent, or otherwise address fraud, security, or technical issues; (d) respond to user support requests; or (e) protect the rights, property, or safety of Guybrush, any Content owner, any Agora user, or the public.
      5. You acknowledge and agree that we are not obligated to use Your Content. We may use or choose not to use any User Content in our sole discretion and may alter, adapt, edit, delete, reject, refuse to post, and remove any Content from Agora or remove or block any link between Agora and any Third Party Site (defined below) at any time. We are not responsible for maintaining a copy of any Content we remove from Agora, and we are not liable for any loss you incur in the event that any of Your Content has been removed.
    3. Content Disclaimers
      1. You acknowledge that all Content uploaded to, linked to, emailed, transmitted, or otherwise made available through Agora by any party, including you, is the sole responsibility of the party who provides it. You understand that by using Agora, you may be exposed to Content that you find offensive or objectionable and that we may not be able to confirm the identity of other users or prevent them from acting under false pretences or in a manner that infringes the rights of any party. WE RESERVE THE RIGHT, BUT DO NOT HAVE ANY OBLIGATION TO, MONITOR, PRESCREEN, REMOVE, BLOCK, EDIT, OR MODIFY ANY CONTENT AT ANY TIME, WITHOUT NOTICE TO YOU AND FOR ANY REASON OR FOR NO REASON AT ALL.
      2. We are constantly updating Agora’s features, Content, and product and service offerings. Products or services may be mispriced, described inaccurately, or at times unavailable. Content, including User Content, made available through Agora may contain errors or inaccuracies and may not be complete or current. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, COMPLETENESS, RELIABILITY, OR VALIDITY OF ANY CONTENT MADE AVAILABLE THROUGH AGORA OR THAT ANY CONTENT MADE AVAILABLE THROUGH AGORA IS UP-TO-DATE OR ERROR-FREE. CONTENT, INCLUDING PRICES AND AVAILABILITY OF PRODUCTS AND SERVICES, IS SUBJECT TO CHANGE WITHOUT NOTICE. YOU RELY ON THE CONTENT PROVIDED THROUGH AGORA SOLELY AT YOUR OWN RISK.
      3. Content made available through Agora, including information regarding product benefits and information relating to physical, social, mental, or emotional wellbeing, is for general informational purposes only and is not a substitute for medical advice or treatment for specific medical conditions. Guybrush is not a medical organisation. None of the Content made available through Agora: (i) should be considered medical advice or a diagnosis of any kind; (ii) is a substitute for medical consultation, evaluation, or treatment; (iii) has been evaluated by the Medicines and Healthcare products Regulatory Agency or the Food and Drug Administration; or (iv) is intended to diagnose, treat, cure, or prevent any disease or health condition. WE CANNOT AND DO NOT GIVE YOU MEDICAL ADVICE. YOU SHOULD SEEK PROMPT MEDICAL CARE FOR ANY SPECIFIC HEALTH ISSUES AND CONSULT YOUR DOCTOR BEFORE PURCHASING ANY PRODUCTS OR SERVICES THROUGH AGORA OR FOLLOWING THE SUGGESTIONS SET FORTH IN ANY CONTENT.

  5. LICENCES TO YOUR CONTENT

    Except as set out in Section 6.2 and Section 6.3, this Section 6 does not apply to your Personal Data. Use of Personal Data is governed by Section 2 (Privacy).

    1. You hereby grant Guybrush and its affiliates, licensees, successors, and assigns an irrevocable, fully paid-up, royalty-free, perpetual, transferable, sublicensable, nonexclusive, worldwide licence to use, reproduce, publish, distribute, adapt, create derivative works from, modify, edit, publish, publicly perform, and display Your Content (in whole or in part), whether alone or incorporated in or with other Content, in any and all media now known or hereafter devised, for any purpose, including promotional, marketing, advertising, trade, non-commercial, and commercial purposes, without compensation or credit to you or further permission from you. Without limitation of the foregoing, we will be free to use any ideas, concepts, or know-how contained within Your Content in any manner, including in connection with developing, modifying, and marketing our products and services. You hereby authorise Guybrush to execute any document or take any action Guybrush may consider appropriate in order to confirm the rights granted by you to Guybrush in these Terms.
    2. You hereby grant Guybrush and its affiliates, licensees, successors, and assigns the right to use your name, voice, likeness (including photographs and video), and other Personal Data, to the extent that such information is contained Your Content, solely in connection with our use of Your Content and subject to compliance with the Privacy Policy, without compensation or credit to you or further permission from you.
    3. You hereby permit all Agora users to access, display, view, share and comment on Your Content for their personal use. In addition, you hereby permit Agora to provide your Content to third parties (e.g., beauty brands) for third parties to display and share your Content on their accounts on Third Party Platforms while tagging Agora.
    4. You hereby grant to us the right to pursue before any appropriate forum any party that violates Guybrush’s or your rights under applicable law in Your Content.
    5. If, under applicable law, it is determined that you retain moral rights in any of Your Content, you hereby agree that: (a) you will not require that you be credited in connection with the use of Your Content; (b) you will not oppose the publication, use, modification, or deletion of Your Content in accordance with these Terms; and (c) to the extent permissible under applicable law, you waive and will not claim or assert any entitlement to any moral rights in any of Your Content.
    6. Except as set forth in this Section 5, as between you and us, you retain any and all ownership rights that may exist in Your Content.

  6. REWARDS AND EARNINGS

    1. While using Agora, you may be awarded virtual coins or incentives that may be used or redeemed on the Agora App. Please see the Coins Redemption section in General Terms of Use. Any coins redemption is optional. By redeeming your virtual coins for any voucher, incentive or other item you acknowledge and agree that we might share your personal data with third parties such as any fulfilment agent or any other party required to complete the order or delivery.
    2. While using Agora, you may also earn real cash in a number of ways. Agora will automatically allocate to your account: (i) 10% of the product purchase price for each valid order placed by a User who selected the option “Add to Cart” in the video uploaded by you to Agora; (ii) 10% of the product purchase price for each User that makes a valid order of a product after selecting the option “Add to Cart” in a live show hosted by you on Agora; and (iii) 10% of the product purchase price for each valid order placed by a User who selected the option “Add to Cart” in the Product Page uploaded from your Store on Agora; (iv) £10 when a new user that you have referred makes their first valid order (provided that such purchase is in an amount of at least £20 and within 30 days of registering to the app).
    3. For the purposes of this section 6, a “valid order” means an order that has been irrevocably accepted, completed and paid for in full and has not been rejected, refunded or cancelled. For the avoidance of doubt, any products which are returned and subsequently replaced or repurchased, will not attract any further earnings.
    4. You may elect to request that Agora transfer the amounts to your bank account, subject to a minimum transfer amount of £5.
    5. Any amounts earned will be available for withdrawal within 21 business days from the date on which the relevant action was completed.
    6. You may not use Agora or take part in Agora’s earnings or reward programmes for any fraudulent, unlawful, deceptive, or abusive purposes, or in any manner harmful to, or intended to harm, Guybrush, Agora, any User, or any third party. We reserve the right to revoke any coins or earnings credited or scheduled to be credited to your Agora account, suspend or terminate any planned or scheduled payments to you, or suspend or terminate your Agora account should we suspect you of any such behaviour. By agreeing to these terms and conditions, you (i) explicitly acknowledge and consent to the foregoing rights; (ii) waive any claim you may have as a result of Guybrush or Agora exercising such rights; and (iii) warrant that no claim will be made or threatened by you or your affiliates in respect of the exercise of such rights
      7. .
    7. All rewards and earnings are valid for 12 months from the date they are issued into your Agora Wallet. Any earnings balance will remain in your Wallet until transferred into a bank account or the earnings expire. Unused earnings cannot be recovered or refunded.

  7. PURCHASES

    1. If you wish to purchase a product or service through Agora, you may be asked to supply certain information relevant to such purchase, including your credit card number, the expiration date of your credit card, your billing address, and your shipping information. By confirming your purchase at the end of the checkout process, you agree to accept and pay for the products and services set forth in the applicable order, along with all shipping and handling charges and applicable taxes. We accept payment via the methods offered during the checkout process. We may also add or remove payment methods and change credit or payment terms with respect to you or in general at any time at our sole discretion. You represent and warrant that you have the legal right to use the payment method you provide to us and, by providing information regarding your payment method to us, you hereby authorise us to store and use that payment method for purchases made through your Agora Account.
    2. After you place an order, you will receive an order confirmation. You will be charged for your order when your order is confirmed. Payment must be authorised by the applicable payment service provider prior to acceptance of each order. You acknowledge and agree that confirmation of receipt of your order does not mean that your order has been accepted. We reserve the right to refuse or cancel your order at any time for any reason, including product or service availability, errors in the description or price of the product or service, or errors in your order, and may also limit the quantity of items purchased per order, per address, or per person for any reason. Acceptance of orders is expressly conditioned on your agreement to, and compliance with, these Terms.
    3. Products will be shipped to the address that you designate, so long as that address is complete and complies with our Online Terms of Purchase. You understand that product availability may be limited, particular products may not be available for immediate delivery, and estimated delivery times are only estimates. We will not be liable for any loss, damage, cost, or expense related to any delay in shipment or delivery. Title to and risk of loss with respect to each product passes from us to you upon shipment.
    4. All purchases will be subject to our Online Terms of Purchase.

  8. CARRIER FEES

    1. Your standard messaging, airtime, and data rates will apply to your use of Agora. You are responsible for any fees and penalties charged by any telecommunications provider or any other third party in connection with your use of Agora. If your mobile device is off, out of range, or subject to a variety of other conditions, you may not be able to use Agora and communications (such as notifications) through Agora may be delayed. Cellular and other wireless transmission services and networks are inherently insecure and subject to service disruptions, weak or dropped signals, and other failures over which Agora has no control. AGORA ASSUMES NO RESPONSIBILITY OR LIABILITY FOR ANY DELAYS OR FAILURE TO SEND OR RECEIVE COMMUNICATIONS THROUGH AGORA OR TEXT MESSAGES OR FOR ANY SECURITY BREACHES RELATED TO ANY OF THE FOREGOING.

  9. LINKS TO THIRD PARTY SITES

    1. Agora may contain links, interfaces, and referrals to third party web sites or services, including Third Party Platforms (collectively, “Third Party Sites”) that are not owned or controlled by Guybrush. When you access Third Party Sites, you do so at your own risk. We have no control over and assume no responsibility for the content, functions, accuracy, legality, practices, or any other aspect of any Third Party Sites. The inclusion of a link or reference to any Third Party Site does not imply our endorsement of or any association between us and that Third Party Site. We strongly advise you to read the terms and conditions and privacy policies of any Third Party Sites you visit before using them. By accessing or using Third Party Sites, you consent to the exchange of information and data regarding you between Guybrush and the service provider of that Third Party Site. Once this information is shared with the service provider of that Third Party Site, its use will be governed by that service provider’s terms of use and privacy policy (and not by these Terms).
    2. You acknowledge and agree that we make no representation or warranty about the safety of any Third Party Site and we are not responsible for your use of or reliance on any Third Party Site, including any content, goods, or services available on or through any Third Party Site, or for any personal injury, death, property damage, or other harm or losses arising from or relating to your use thereof. YOU EXPRESSLY AGREE TO HOLD HARLESS GUYBRUSH FROM ANY AND ALL LOSS, DAMAGES, OR OTHER LIABILITIES YOU INCUR AS A RESULT OF YOUR ACCESS TO OR USE OF ANY THIRD PARTY SITE.

  10. CHANGES TO TERMS OR SERVICES

    1. We may, in our sole discretion, change, modify, or replace these Terms at any time. We will use commercially reasonable efforts to notify you of any material changes, such as by posting a notice on Agora, but it is your responsibility to review these Terms periodically for changes. Unless otherwise indicated, all such changes will become effective immediately. Your continued use of Agora following the effective date of any updated Terms will constitute your acceptance of such updated Terms and those updated Terms will apply to your use of Agora going forward. Your use of Agora is subject to the Terms in effect at the time of your use.
    2. Agora, including all features and Content made available through Agora, may be modified, suspended, or discontinued in our sole discretion at any time and without prior notice. Changes we make to Agora may require you to update your Agora Account information or the devices or systems through which you access Agora in order to continue using Agora. We will not have any liability or obligation to you with regard to any modifications or changes we make to Agora. Based on your mobile device settings, when your mobile device is connected to the Internet either: (a) Agora will automatically download and install all available updates; or (b) you may receive notice of or be prompted to download and install available updates.
    3. You will promptly download and install all updates and acknowledge and agree that Agora or portions thereof may not properly operate should you fail to do so. You further agree that all updates will be deemed part of Agora and be subject to these Terms.

  11. TERMINATION AND SUSPENSION

    1. We reserve the right to delete or change any username or password at any time and for any reason. We may suspend or terminate your Agora Account or your use of Agora at any time, for any reason or for no reason at all, including if you provide any information that is untrue, inaccurate, or incomplete or for your breach of these Terms. You are personally liable for any orders that you place or charges that you incur prior to termination. You may terminate these Terms at any time by deleting Agora from your Mobile Device. Once you choose to delete your account, you will not be able to retrieve any of Your Content. Upon any termination of these Terms by either you or us, (a) all rights granted to you under these Terms will also terminate; (b) termination will not limit any of our rights and licences and (c) the following sections will survive: “Privacy”, “Content”, “Licences to Your Content”, “Purchases”, “Links to Third Party Sites”, “Intellectual Property”, “Disclaimer of Warranties”, “Indemnification”, “Limitation of Liability”, “Notices and Questions”, and “Miscellaneous”, together with all other provisions that by their plain meaning are intended to survive.

  12. DISCLAIMER

    YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF AGORA IS AT YOUR SOLE RISK AND THAT, OTHER THAN AS EXPRESSLY SET FORTH HEREIN, AGORA AND ALL CONTENT, PRODUCTS AND SERVICES MADE AVAILABLE THROUGH AGORA ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GUYBRUSH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING: (A) THAT PRODUCTS WILL BE FIT FOR A PARTICULAR PURPOSE; (B) THAT AGORA WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY CONTENT PROVIDED THROUGH AGORA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GUYBRUSH OR THOUGH AGORA WILL CREATE ANY WARRANTY. IT IS YOUR SOLE RESPONSIBILITY TO DETERMINE WHETHER AGORA AND THE CONTENT, PRODUCTS, AND SERVICES MADE AVAILABLE THROUGH AGORA ARE SUITABLE AND ADEQUATE FOR YOUR NEEDS. GUYBRUSH DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH OR IN CONNECTION WITH AGORA OR ANY THIRD PARTY SITE.

  13. INDEMNIFICATION

    YOU UNDERSTAND AND AGREE THAT, EXCEPT AS EXPRESSLY SET FORTH OTHERWISE HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL GUYBRUSH OR ITS AFFILIATES, SUPPLIERS, BUSINESS PARTNERS, OR LICENSORS, OR ANY OF ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, OR REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING ANY DAMAGES FOR LOSS OR INACCURACY OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, BUSINESS INTERRUPTION, OR LOSS OF PROFIT, ARISING OUT OF: (A) THE USE OR THE INABILITY TO USE AGORA OR ANY CONTENT MADE AVAILABLE THROUGH AGORA; (B) ANY TRANSACTION CONDUCTED THROUGH AGORA; (C) ANY PRODUCT OR SERVICE SOLD THROUGH AGORA; (D) ANY FAILURE OF PERFORMANCE OF AGORA; (E) ANY ERROR OR OMISSION IN ANY CONTENT MADE AVAILABLE THROUGH AGORA OR ANY THEFT OR UNAUTHORISED ACCESS TO OR ALTERATION OF DATA, INCLUDING ANY PERSONAL DATA; OR (F) ANY CONDUCT OF OTHER AGORA USERS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, GUYBRUSH’S TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT, UNDER ANY CIRCUMSTANCES, EXCEED ONE HUNDRED POUNDS (£100). ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY ARISING OUT OF YOUR USE OF AGORA (SUCH AS, WITH A COPYRIGHT OWNER, ANOTHER AGORA USER, OR ANY CARRIER) IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY AND YOU IRREVOCABLY RELEASE AND HOLD HARMLESS GUYBRUSH AND ITS AFFILIATES, SUPPLIERS, BUSINESS PARTNERS, AND LICENSORS, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AND REPRESENTATIVES FROM ANY AND ALL LOSSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR DAMAGES, SOME OF THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, GUYBRUSH’S LIABILITY IS LIMITED TO, AND THE SCOPE AND DURATION OF THE WARRANTIES SET FORTH IN THESE TERMS WILL BE, THE MINIMUM PERMITTED BY APPLICABLE LAW. THE LIMITATIONS AND DISCLAIMERS IN THESE TERMS DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING ENGLISH LAW.

  14. APP STORES

    You acknowledge and agree that Agora’s availability is dependent on the Third Party Site from which you download it (e.g., the Apple App Store or Google Play) (each, an “App Store”). Each App Store may have its own terms and conditions to which you must agree before downloading Agora from such store. You agree to comply with, and your licence to use Agora is conditioned upon your compliance with the applicable App Store’s terms and conditions. To the extent the terms and conditions of such App Store are less restrictive than, or otherwise conflict with, these Terms, the more restrictive or conflicting terms and conditions in these Terms apply.

  15. NO INTERNATIONAL USERS

    Agora is controlled, operated, and administered by Guybrush from its offices within the United Kingdom and provided for access and use only by persons located in the United Kingdom. Guybrush makes no representation that Agora or any Content made available through Agora is appropriate or available for use outside the United Kingdom and access to Agora from territories where such access or any Content, product, or service made available through Agora is illegal is prohibited. If you access Agora from a location outside of the United Kingdom, you are responsible for compliance with all applicable local laws.

  16. NOTICES AND QUESTIONS

    Except as explicitly stated otherwise in these Terms: (a) any notices provided by us may be made by posting the notice on Agora or by email to the most recent email address associated with your Agora Account and (b) all notices under these Terms must be in writing and will be deemed to have been duly given: (i) when received, if personally delivered or sent by certified or registered mail, return receipt requested; (ii) when receipt is electronically confirmed, if transmitted by e-mail; or (iii) the day after it is sent, if sent for next day delivery by recognized overnight delivery service. You hereby agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. If you have questions regarding these Terms, your order for a product or service, or Agora, you may contact us at [email protected]

  17. MISCELLANEOUS

    1. Severability

      If any provision of these Terms is found to be illegal, unenforceable, or invalid, that provision will be replaced by a valid, legal, and enforceable provision that comes closest to the parties’ intent underlying the invalid, illegal, or unenforceable provision. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. For purposes of these Terms: (a) the words “include,” “includes”, and “including” will be deemed to be followed by the words “without limitation”; (b) the words “such as”, “for example”, “e.g.”, and any derivatives of those words will mean by way of example and the items that follow these words will not be deemed an exhaustive list; (c) the word “or” is used in the inclusive sense of “and/or” and the terms “or,” “any”, and “either” are not exclusive; (d) the words “herein,” “hereof,” “hereby,” “hereto”, and “hereunder” refer to these Terms as a whole; and (e) the singular includes the plural and the plural includes the singular. No ambiguity will be construed against any party based on a claim that the party drafted the language.

    2. Non-waiver

      No failure by any party to take any action or assert any right hereunder will be deemed to be a waiver of such right and will not prevent such party from enforcing such right in the future. The waiver by a party of any of its rights or a breach in a particular instance will not be construed as a waiver of such rights or breach or of the same or different rights or breach in subsequent instances.

    3. Entire Agreement

      These Terms set forth the entire understanding and agreement between you and Guybrush with respect to the subject matter contained herein and supersede any other agreements, proposals, and communications, written or oral, between Guybrush and you with respect to the subject matter hereof. Guybrush will not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond its reasonable control.

    4. No Joint Venture

      No joint venture, partnership, employment, or agency relationship is created between you and Guybrush as a result of these Terms or your use of Agora and neither party has any authority of any kind to bind the other in any respect.

    5. No Derogation of Rights

      Our performance of these Terms is subject to existing laws and regulation, and nothing contained herein is in derogation of our right to comply with governmental, court, and law enforcement requests or requirements relating to your use of Guybrush or information provided to or gathered by us with respect to such use.

    6. Assignment

      You may not assign your rights or obligations hereunder without our express prior written consent. We may assign, transfer, or delegate any of our rights and obligations hereunder without your consent. Any assignment or transfer or purported assignment or transfer in violation of this Section is null and void. These Terms will be binding upon the permitted heirs, successors, and assigns of the parties hereto.

    7. Governing Law and Jurisdiction

      You may not assign your rights or obligations hereunder without our express prior written consent. We may assign, transfer, or delegate any of our rights and obligations hereunder without your consent. Any assignment or transfer or purported assignment or transfer in violation of this Section is null and void. These Terms will be binding upon the permitted heirs, successors, and assigns of the parties hereto.

      1. Your access to and use of Guybrush and these Terms will be governed by and construed in accordance with English law without reference to its conflicts of laws provisions.
      2. Any dispute arising out of or in connection with these Terms, including any question regarding their existence, validity or termination, shall be referred to and finally resolved by arbitration under the London Court of International Arbitration Rules (the “LCIA Rules”), which are deemed to be incorporated by reference into this clause.
      3. Any dispute shall be referred to and finally resolved by arbitration under the LCIA Rules as follows:
      4. the seat, or legal place, of arbitration shall be London;
      5. the language to be used in the arbitral proceedings shall be English;
      6. the governing law of this arbitration agreement shall be English law; and
      7. the arbitral tribunal shall consist of a single arbitrator to be appointed by agreement between the parties.
      8. Notwithstanding anything to the contrary, any arbitral proceedings shall be without prejudice to either party's right to seek ancillary or injunctive judicial relief

    8. No Export

      You will not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology or incorporating such products and software) received from us under these Terms to any destination, entity, or person prohibited by applicable laws, including those of the United Kingdom, without obtaining any required prior authorization from the relevant governmental authorities. Without limitation of the foregoing, Agora may not be exported or re-exported to any person or entity subject to sanctions.