Agora Community

Terms of Use

Last update: 2023-11-14

Welcome to the Agora Community (hereinafter referred to as the “Agora Community”) operated by Agora VFX Inc. (hereinafter “Agora” or “we”).

By using the Agora Community, you accept to be bound by these Terms of Use.

If you do not accept these Terms of Use, you must immediately stop using the Agora Community.

1. The Agora Community

Access and use of the Agora Community by automated means, such as bots or crawlers, is prohibited except as provided in a written agreement between you and Agora.
We make no warranty as to the constant availability of the Agora Community, in whole or in part, and we reserve the right to interrupt access to the Agora Community for the general public or for one or several users for any period of time, at our sole discretion.

2. Agora Community Account

You must provide accurate, current and complete information during the creation or activation process of your Agora Community Account and keep your information up to date.

You are responsible for maintaining the confidentiality and security of your Agora Community Account credentials and may not disclose your credentials to anyone. You must immediately notify us if you know or have any reason to suspect that your credentials have been lost, stolen or otherwise compromised or in case of any actual or suspected unauthorized use of your Agora Community Account. You are liable for any and all activities conducted through your Agora Community Account.

3. Agora Community Content

Content available through the Agora Community, including text, assets, images, drawings, video sequences, audio content, reviews and logos, is our exclusive property or is used under appropriate license or permission from the owners, holders, or licensees of the applicable rights. Other users own some content available on the Agora Community. You may use content available through the Agora Community only as expressly permitted by the rights owners. Use permissions are stated on the page where content is made available. Most content is not available for commercial use.

You agree that you will not copy, use or share content posted by other users of the Agora Community without their permission, where applicable.
You are authorized to share some Agora Community content on social media platforms through sharing features available on the Agora Community.

4. User Content

Some features of the Agora Community allow you to post content, including comments, on the Agora Community that can be made accessible to the public or certain members of the Agora Community (the “User Content”). You are fully responsible for any User Content you post on the Agora Community and must ensure that you have all necessary authorizations to publish such User Content. You represent and warrant to Agora that you are authorized to share your User Content with the public worldwide and to grant us the license described below. You further warrant that your User Content does not infringe on other people’s or organizations’ rights, including intellectual property rights.

By posting User Content on the Agora Community, you retain all proprietary rights in and to your User Content. Still you grant Agora a worldwide, royalty-free, and non-exclusive license to use, modify, adapt, translate, communicate to the public by telecommunication or otherwise any User Content only to the extent necessary to operate the Agora Community and provide our services to you and other users.

When you post User Content to the Agora Community, you agree that depending on our choices, the general public or other members of the Agora Community may have access to your User Content. Agora does not grant permission to any person to use your User Content other than as necessary to use the Agora Community. Still, Agora does not take responsibility for the actions of the member of the Agora Community or person visiting the Agora Community Website. You agree that you will not make a claim against Agora because a third party is misusing your User Content based on the fact that this third party accessed your User Content through the Agora Community.

We may remove from the Agora Community any User Content posted in violation of these Terms of Use or if deemed inappropriate at our sole discretion. However, we do not systematically approve User Content before it is posted and will not be responsible for User Content.

5. Discord Server

If you choose to access the Agora Community Discord Server, Discord terms and conditions may apply in addition to these Terms of Use.

6. Reviews

This section applies to reviews purchased on the Agora Community (the “Review Service”).

1. Purpose. The purpose of the Review Service is to provide feedback on your 3D animation materials (a “review”). Agora may publish public review.
2. Reviews. Pre-recorded reviews are provided within a reasonable time after your order. No refund will be provided under such circumstances.
3. Order and Payment. Your order is subject to the availability of the Review Service, the availability of the reviewers, and the appropriateness of your Submitted Materials. Agora may cancel your order at its sole discretion, in which case you will be provided a full refund. You authorize Agora and its payment processing contractors to charge your payment card in accordance with your order.
4. Intellectual Property
   
   1. License. You hereby grant Agora a fully paid-up, non-exclusive, transferable, sublicensable license (subject to the restrictions set forth hereafter) to use, modify, copy, adapt, translate, distribute, or publish on any medium in any territory any materials you submit to the Service (your “Submitted Materials”).
   2. If you selected a Private Review, the License shall allow Agora to use your Submitted Materials only to the extent necessary to provide you with the Service. Agora shall not be authorized to disclose or publish your Submitted Materials or the result of your review.
   3. If you selected a Public Review, you irrevocably authorize Agora to publish your Submitted Materials and the result of your review on any medium or platform without restrictions, including for promotional purposes, you irrevocably waive, in favor of Agora, any moral rights you may hold in your Submitted Materials, you irrevocably waive any rights to oppose the use of your image or likeness to the extent the same is included in your Submitted Materials or materials created as part of the Service.
   4. Warranty. You warrant that (a) your Submitted Materials are original works and that you are authorized to grant Agora the license set forth herein, (b) your Submitted Materials do not contain any harmful code or content that is illegal in Canada.
5. License from Agora. Any material provided to you by Agora pursuant to the Review Service is subject to intellectual property rights which are reserved by Agora. Agora grants you a license to use such materials for your own personal or professional use. You may share such materials privately, but you may not publish the results of your review without Agora’s prior consent. If you selected a Private Review, the results of your review are licensed to you on an exclusive basis.

7. Personal Data

We may collect personal data through the Agora Community. To use the Agora Community, you must consent to the collection, processing, and disclosure of your personal data under our Privacy Policy. By accepting these Terms of Use, you declare that you have read our Privacy Policy and that you give us your consent.

Under certain circumstances, the collection and processing of personal data is subject to your specific consent, which may be withdrawn at any time, as provided in our policy.

8. Users’ Feedback

If you choose to contact us about improvements to the Agora Community or to our services (such communications being hereinafter designated as “Feedback”), you authorize us to use your Feedback without restrictions. You warrant that your Feedback contains no information that is confidential or proprietary to third parties. You acknowledge that (i) we have no expressed or implied obligation of confidentiality with respect to your Feedback; (ii) we are authorized to use or disclose (or choose not to use or disclose) your Feedback for any purpose whatsoever, in any way, on any medium, anywhere in the world; (iii) we may already have considered or be in the process of developing elements identical or similar to those mentioned in your Feedback; and (iv) you will not be compensated in any way with regards to our use of your Feedback.

9. Prohibited Use

You may not use the Agora Community for any purpose that is unlawful or prohibited by these Terms of Use.
Without limiting the generality of the foregoing, you are prohibited from, among other things, making any use of the Agora Community or allowing any third party to make any use of the Agora Community that:

1. violates these Terms of Use;
2. violates applicable laws or regulations;
3. involves copying, using, or distributing any content available through the Agora Community without permission from the intellectual property rights holders;
4. disseminates or promotes the dissemination of pornographic content;
5. harasses or advocates harassment of another person;
6. involves transmitting unwanted junk mail or mass emails (spam);
7. involves disseminating any malicious computer code, virus, Trojan horse, worm, harmful code, shutdown mechanism, or similar mechanism;
8. encourages illegal activities or conduct;
9. solicits passwords or personally identifiable information for commercial or illicit purposes from other users;
10. interferes with or disrupts the functionality of any website or any server or network involved in the operation of the Agora Community;
11. systematically collects or 'harvests' the names or other information about other users of the Agora Community;

10. Disclaimer of Warranty

Your use of the Agora Community and the services offered through it is entirely at your own risk. The Agora Community and the services offered through it are provided 'as is' and, to the extent permitted by law, without warranty of any kind, whether express or implied.

We do not warrant that access to the Agora Community and the services offered by or through it will be uninterrupted or secure or that the content available through the Agora Community will be error-free, accurate, complete, or current. We do not warrant the results obtained from the use of the website or the Agora Community or the accuracy or reliability of any information obtained through the website.

We do not warrant that material downloaded through the Agora Community is free of viruses or other destructive code that may damage or contaminate your computer equipment or other property. We will not be liable for any damage to your computer system or loss of data that may result from the download of any data or materials from the Agora Community.

11. Limitation of Liability

[Not applicable to consumers in the Province of Quebec]

To the fullest extent permitted by law, you agree that Agora will not be liable or responsible for any damages or injury of any kind that you may suffer in connection with your use of the Agora Community or as a result of your inability to use the Agora Community unless such damage is directly caused by Agora gross negligence or intentional action.

This limitation of liability includes, but is not limited to, loss of profits, loss of opportunity, property damage, equipment failure, disclosure of confidential information, penalties, fines, and expenses that may be incurred or suffered by any user of the Agora Community as a result of their use of the Agora Community.

12. Indemnification

You agree to indemnify, defend, and hold harmless Agora, its affiliates, directors, officers, shareholders, employees, agents, and licensors from and against any and all damages, claims, liabilities, losses, expenses, claims, fines, penalties, costs, and liabilities, including reasonable legal fees and expenses, arising out of:

1. Of any alleged violation by you of these Terms of Use.
2. Any allegation that your User Content is infringing on the intellectual property rights of any person.
3. Your unauthorized use of any content available on the Agora Community.

13. Governing Law

These Terms of Use shall be governed by the laws of the Province of Quebec and the laws of Canada applicable therein. They shall be interpreted in accordance with these laws.

[Not applicable to consumers in the Province of Quebec]

Any dispute, controversy, or claim arising from these Terms of Use or your use of the Agora Community and the services provided thereby shall be exclusively adjudicated by a competent court of the Province of Quebec, sitting in the judicial district of Montreal, thereby excluding any other forum in any jurisdiction. You waive any right, if any, to claim that the jurisdiction mentioned above is not appropriate, including under the doctrine of forum non conveniens.

14. Severability

If a provision of these terms of use is, for any reason, found to be invalid, illegal or unenforceable, such invalidity, illegality, or impossibility of performance will not impact the other provisions hereof, and these terms of use will be interpreted as if the invalid, illegal or unenforceable provision had never been a part of them.

15. Changes to Terms of Use

We may modify these Terms of Use at any time by notifying you upon sign-in. You will need to accept the revised Terms of Use before accessing the Agora Community once the modified Terms of Use are in force.