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Terms and Conditions

The following Terms and Conditions (or “Terms of Use”) set forth the conditions under which users have access to the AGORA app, and its services (“the Service”). AGORA is a platform that allows users to publish their photos, images, videos and other general multimedia content authorized by the Service (‘User Content’) for the purpose of participating in photo contests and content competitions where winning users can purchase prizes, with the rules set forth in these Terms of Use.

The use of the Services offered by the App implies full acceptance of these conditions of use. If you do not agree in whole or in part with these conditions of use, do not install or use the Service.

By accepting the following Terms of Use, the User states the following:

1. He/She has read and understood all of the above.

2. He/She accepts the obligations established in this document.

3. He/She is of legal age and has the legal right to use the service or, being a minor, has the authorization of his legal guardians to use the App. Users under 17 years of age with authorization from their legal representatives are authorized to participate in the contests, but may not reach the status of finalist, winner, or receive any economic prize.

4. He/She cannot be chosen as a finalist or winner of any contest or receive any financial prize in the event that he is an employee of the entity AGORA

The User’s acceptance is the first necessary step before using the service. The service operator reserves the right to make any changes or updates to the Terms of Use at any time, which, as soon as they have come into effect, must be accepted by the user in order to continue using the Service. It will be considered accepted if the user continues to use the Service after the effective date on which the changes have been made.

Neither AGORA nor the application has any relationship with Apple Inc. or any other company. Apple Inc. and any other company are completely released from any responsibility for the creation and computer development of the Application

1. Service Operator

The operator and owner of the service is AGORA APP, SL (hereinafter, ‘AGORA’ or the ‘Company’), with registered office in Barcelona, Muntaner 340 floor 5 door 1, hello@agoraimages.com, with NIF (Spanish tax identification number) B66575036 and registered in the Company Registry of Barcelona, Volume: 44914, Folio: 56, Section: 8, Page: 471209, Entry: 1.

2. Requirements for registration

The User is required to register and accept these Terms of Use and the Privacy Policy in order to use the Service.

All data provided by the User must be accurate, updated and truthful. The registered User shall be responsible at all times for the custody of the password, assuming all responsibility for any damage that may occur due to improper use, as well as being responsible for the transfer, disclosure or loss of such password, and must immediately notify AGORA if he or she has reason to believe that his or her password has been or may be used without authorization. In any case, the User’s password access to the sections of the User’s account and/or use of the Service shall be presumed to be an action of the User and not of a third party and the User shall be responsible at all times for its use and actions.

By accepting the terms of use, the User authorises the incorporation of his/her data into AGORA’s files and the use of such data in accordance with the provisions of the privacy policy.

3. The rules of use of the service and participation in the competitions.

The User is obliged to use the Service in accordance with current law, ethics and morality, public order and these Terms of Use. In addition, he must make proper use of the service and not use the Service to carry out illegal or criminal activities, or activities that may infringe on the rights of a third party or violate any regulation of the legal system.

AGORA may not be used by users under 17. For any participation in the application you must obtain the consent of your legal representatives. In turn, minors with the consent of their legal guardians may participate in contests, but may not become finalists, winners, or receive any financial prizes.

AGORA will carry out from its mobile application a contest called with a specific hashtag in which Users may participate by uploading content and which in turn may be promoted by a third party entity that will be called a sponsor. In these contests, Users will be able to obtain the announced prize indicated in the particular conditions of each contest.

The contest prize will be stipulated in the specific conditions of the contest.

Important note: Due to restrictions imposed by the European Union, the United Nations, the United Kingdom and the United States, no transfers for the payment of prizes will be made to Users residing in countries that appear on the sanctions list of the above-mentioned organizations and states. If the User is a resident of one of the sanctioned countries, the User will receive non-metallic prizes, either stars or virtual or other credits that cannot be traded.

The aforementioned prize must be subject to the corresponding tax deductions in accordance with Spanish legislation at all times.

In addition to the prize, the 50 finalists and the winner of the contest will receive the amount of stars in the App stipulated in the contest conditions.

In case the most voted photo is not the winner, it will also receive stars in the App which will be stipulated in the contest conditions.

The contests are called on an international basis, i.e. their geographical scope is worldwide.

The contest will follow the start, closing, finalists publication and winner publication dates indicated in the contest publication in the App, Web and AGORA’s Social Networks.

The contest will start and end on the specific dates and stipulated in the particular conditions of each contest. No content will be admitted to the contest outside the registration period defined in these rules.

AGORA reserves the right to extend the duration of the contest, after fulfilling the obligations in force and by means of a notice in the APA.

AGORA reserves the right to suspend, postpone or cancel the contest at any time, for reasons of force majeure or fortuitous event and while these last, resuming once the competition returns to normal, a circumstance that will be made known to the authors/participants. Any change or modification in the duration of the promotional period will have the same degree of publicity as these conditions of use.

The User, EXPRESSLY STATES:

– He/She is the author of the photograph, image or video and has all the exclusive rights to the published content.

– The image, picture or video does not violate any right of any third party.

– The image, photograph or video is original and does not constitute a copy. – The image, photograph or video does not violate the law in relation to its content.

Also, the User agrees to:

– Not to disseminate any content or propaganda that may be racist, xenophobic, pornographic, or discriminatory, content related to terrorism or a violation of human rights.

– Not to disseminate any content that may incite violence.

– Do not disseminate content that incites, shows or makes advocacy of any type of animal abuse.

– Not to disseminate content that undermines any right of a minor.

– Not to disseminate, transmit or make available any type of information, elements or content that may violate the human rights and fundamental freedoms constitutionally recognized in international treaties, of a third party.

– Not to disseminate, transmit or make available any type of information, elements or content that could be considered illicit or unfair advertising with respect to a third party.

– Not to disseminate unsolicited or unauthorised advertising, advertising material, spam, fraud structures or any other type of request, with the exception of areas (such as commercial spaces) which have been specifically designated for these matters.

– Not to substitute other Users or to disclose account access information or password to a third party without AGORA’s consent.

– Not to disseminate, transmit or make available any type of information, elements or content without the authorization of the owner of the intellectual and industrial property rights that may reach this information, elements or content.

– Not to disseminate, transmit or make available any type of information, elements or content that may be in violation of the privacy of communications, the right of a third party to its own image, the right of a third party to privacy and the law with respect to the personal data of a third party. More specifically, any user who posts content that includes an identifying image of an individual must have written consent.

– Not to disseminate, transmit or make available photographs or any type of representation or image of a minor to a third party without the prior consent of his or her parents or legal guardian.

– Not to publish any explicitly sexual content.

– Not to give, sublicense, sell, buy, rent or transfer or share in any other way the corresponding obligations and rights resulting from these conditions of use.

– Not to avoid or attempt to avoid AGORA security measures.

– Not to commit fraud or not to use the Service in such a manner that could reasonably be considered evidence of fraud.

– Not to copy, decompile, reverse engineer, disassemble, attempt to derive the source code, modify or create any work resulting from the application, all updates or any part of the latter.

Participation in this competition and the validation of these Terms of use implies the express acceptance of the statements referred to the previous section by the participant and, therefore, has full legal effect.

The User acknowledges and accepts that AGORA will have to establish certain rules and limitations (which, in any case, will be duly communicated to the user). AGORA reserves the right to remove or restrict any content that violates these conditions of use, as well as to remove or restrict the account of the User who violates the above mentioned conditions.

The User is obliged to exclude AGORA from any liability for any possible claim, fine, penalty or sanction that he/she may be forced to bear as a result of the User’s failure to comply with any of the rules of use set forth above. AGORA also reserves the right to claim the corresponding damages for the User’s non-compliance.

4. Intellectual Property, Licensing and Assignment of Rights

The acceptance of these Terms of use and, when uploading content to the application, expressly implies on the part of the User (or “Author”):

4.1. Grants a worldwide, non-exclusive, transferable, sub-licensable and royaltyfree license to AGORA to host, use, distribute, modify, maintain, reproduce, publicly display or communicate and translate the published content, as well as to create derivative content in either digital, audiovisual or print media (rights of REPRODUCTION, DISTRIBUTION, PUBLIC COMMUNICATION AND TRANSFORMATION). This implies the free and non-exclusive transfer of the RIGHTS OF REPRODUCTION, PUBLIC COMMUNICATION, TRANSFORMATION AND DISTRIBUTION established by Spanish law. This license will have a duration of FORTY YEARS (40). AGORA is expressly authorized to assign the corresponding contract and rights arising therefrom to any third party without prior approval by the Author.

4.2. Grants a permission to use the name, the profile picture, the User and published information about the User, including those videos published by the User to explain its history and the content. This is granted for use in digital media, audiovisual or print media, worldwide, without receiving compensation of any kind. This will have a duration of FORTY YEARS (40). AGORA is expressly authorized to assign the corresponding contract and rights arising therefrom to any third party without prior approval by the Author.

4.3. By participating in the competition and accepting the conditions of use, the finalists of the contest (either TOP50, TOP75 or the number of finalists specified in the specific conditions of each competition), AUTOMATICALLY and EXPRESSLY TRANSFERS the rights of exploitation, which include the rights of reproduction, distribution, public communication and transformation of the work based on the provisions of Article 18 and following of the Spanish Intellectual Property Law. The TRANSFER is carried out for the entire territory of THE WORLD, that is, its scope is full in the continents of AMERICA, EUROPE, AFRICA, ASIA OCEANIA.

The TRANSFER has a duration of FORTY YEARS (40) from the publication of the content in the referred contest.

The TRANSFER will have a NON-EXCLUSIVE character. AGORA is expressly authorised to assign the corresponding contract and rights arising from it to any third party. The TRANSFER is carried out for any type of modality or support, that is, digital, audiovisual, printed, etc.

In consideration of the TRANSFER, the Author will be paid the equivalent of TWENTY PERCENT (20%) of the remuneration of the direct benefits generated by the photograph/content for AGORA, which will be determined on an annual basis, within the first three months of each year, the payment being due within the period of three months from the determination of the economic amounts accrued, as well as those prizes stipulated either in cash or otherwise, for the finalists. The payment of the Author’s economic rights must be made according to the bank details provided by the Author.

This contract does not imply ANY WAIVER OF COPYRIGHT and EXPLOITATION RIGHTS. Therefore, the Author may exercise the rights of REPRODUCTION, DISTRIBUTION, PUBLIC COMMUNICATION AND TRANSFORMATION in parallel with AGORA. Likewise, the Author SHALL HAVE THE RIGHT TO PRESERVE THE UNPUBLISHED WORK OR TO DISCLOSE IT, TO VINDICATE THE PATERNITY OF THE WORK AT ANY TIME, TO OPPOSE TO ITS DEFORMATION, MUTILATION OR MODIFICATION AGAINST ITS MERIT OR THE REPUTATION OF THE AUTHOR among other inalienable rights.

The Author exonerates AGORA, as guarantor of the authorship of the content, from any responsibility towards third parties, assuming all claims, including compensation for damages that could be exercised against AGORA by third parties by infringement of its intellectual property rights on the content.

4.4. By participating in the contest and accepting the terms of use, the winner of the contest (HERO), AUTOMATICALLY and EXPRESSLY TRANSFERS the rights of exploitation, which include the rights of reproduction, distribution, public communication and transformation of the work based on the provisions of Article 18 and following of the Spanish Intellectual Property Law.

The TRANSFER is carried out for the entire territory of THE WORLD, that is, its scope is full in the continents of AMERICA, EUROPE, AFRICA, ASIA OCEANIA.

The TRANSFER has a duration of FORTY YEARS (40) from the publication of the content in the referred contest.

The TRANSFER will be EXCLUSIVE for the entity AGORA APP S.L. and will be governed by the provisions of Article 48 of the L.P.I. AGORA is expressly authorised to assign the corresponding contract and rights arising from it to any third party.

In consideration for the TRANSFER the User will be paid the prize or prizes established for the winner (HERO) of the competition. Besides, they will be paid the equivalent of TWENTY PERCENT (20%) of the remuneration of the direct benefits generated by the photograph/content for AGORA, which will be determined on an annual basis, within the first three months of the year in which it is due, with payment being due within the period of three months from the determination of the economic amounts accrued

The Author (HERO) must provide the documentation required by AGORA in order to formalize this assignment of rights and the bank details necessary for the MANAGEMENT of the prizes of the Competition, as well as the settlement of the economic rights.

This contract does not imply ANY WAIVER OF COPYRIGHT as the author rights of the work are inalienable and cannot be waived. In this sense, the author will have the right to preserve the original work or to disclose it, to claim the ownership of the work at any time, to oppose its deformation, mutilation or modification against its merit or the author’s reputation, among other inalienable rights.

The Author exonerates AGORA, as guarantor of the authorship of the content, from any responsibility towards third parties, assuming all claims, including compensation for damages that could be exercised against AGORA by third parties by infringement of its intellectual property rights on the content.

5. Requirements and mechanics of participation.

The participation in the contest is free unless otherwise specified in the terms of the contest and only users over 17 years of age who are not legally disabled and who are able to fully exercise their rights, as well as having full rights over the content they assign in accordance with the legislation applicable to them in each case and who have installed the application of AGORA, may participate.

Children under 17 years old may also participate as long as they have the express permission of their legal guardians. However, in this case, they may not become finalists, winners or receive any prize and in any case, they must comply with the other requirements set out in these general conditions.

Likewise, those considered to be minors in their country must provide parental or legal guardian authorisation, where applicable. This authorization must be provided to the email address: hello@agoraimages.com upon acceptance of these conditions of use.

To participate in this competition, AGORA users must comply with the following conditions:

1. They must upload one or more photos to the AGORA competition.

2. The author/participant must be the author of the photograph, image or video and must hold all exclusive rights to the published content. The author/participant who uploads an image, picture or video of which he is not the author or does not have the exclusive rights to such image, picture or video would be committing a crime.

3. The image, photograph or video submitted must be in JPG/JPEG format with a minimum resolution of 1,000 pixels.

4. The submitted image, photograph or video must not have been used in a commercial manner before.

5. The submitted image, photograph or video must not bear any watermark.

6. The submitted image, photograph or video must comply with all provisions of this contract.

AGORA has the right to remove or delete any published content if it could be harmful to third parties and if it could violate any legal provision, automatically and without prior notice to the author. AGORA will also be entitled to withdraw from the competition all those photographs or images that it does not consider suitable.

The withdrawal of any content by AGORA may be precautionary or final without prior notice.

It is expressly forbidden to upload files of which the user is not the author or does not have exclusive rights to the image, photograph or video. The user who uploads an image, photograph or video of which he is not the author, or does not have the exclusive rights, would be committing a crime.

There will be 50 finalist photographs and they will be published on the day indicated in the publication of the competition.

The 50 finalist photographs, as well as the winning photograph, will be chosen by the means clearly detailed in the particular conditions of the competition: (a) by choice of the organiser of the competition; or (b) by choice of AGORA; or (c) by choice of the Users; or (d) by invited judges. If the method of election is not established in the particular conditions, it will be by election by the Users with a gamification voting system.

The winning photo will be 1 and will be published on the day indicated in the publication of the contest in the App.

There is no limit to participation. Each user can upload as many images as they want. In this contest each user can participate for free with the photographs previously stipulated in the conditions of the contest. Once the user has used the free participations, he will be able to continue participating by using credits. The amount of credits per additional photo will be determined in the particular conditions of each contest.

The organizing entity reserves the right to modify this date at its convenience, provided that there is a justified reason.

Among the participants, 1 winner and 3 substitutes will be drawn. In the case of not being able to contact a winner, the substitute will be designated in order of voting.

Those participations that violate these conditions of use or against public ethics or morality will not be admitted.

No additional information will be requested from users when participating.

Participants accept AGORA’s Use and Privacy Policy and guarantee that all Industrial and Intellectual Property rights and image rights will be respected in the content to which they have access as a result of participating in this promotion, whether they are owned by AGORA, other participants or third parties.

Participants are expressly obliged to guarantee the accuracy and truthfulness of their personal data. The falsification of any type of data, or the failure to comply with any of the requirements set forth in these conditions, will be sufficient cause for disqualification as a participant in the contest.

In the event that AGORA detects any anomaly, or suspects that any author/participant, or a third party, is not complying with the conditions of the competition and/or is preventing its normal operation, it reserves the right to eliminate your participation, unilaterally. It also reserves the right to unilaterally remove the user’s profile, as well as its content, when the user fails to comply with the particular conditions of the competition and/or the conditions of use.

The participants, by participating in the CONTEST, accept the criteria and competence of AGORA regarding the resolution of any issue arising from it.

AGORA will communicate with the winning Author within five calendar days from the end of the Competition by sending an email to the account provided by the Author. The prize will be paid and/or sent, as appropriate, according to the information provided by the Author. AGORA will not be responsible if due to an error in the information provided by the Author, it is not possible to manage the payment or sending of the prize. The payment or sending of the prize will expire after 120 calendar days from the end of the Competition.

AGORA excludes any liability for damages of any kind that may be due to the temporary lack of availability or continuity of the operation of the App through which you participate in the contest, to the disappointment of the utility that users may have attributed to it, and in particular, but not exclusively, to the failures in access.

6. Exclusion of users

AGORA reserves the right to prevent any User who does not comply with the rules set out in these terms of use, current law or ethics and morals from using the Service. AGORA will take the necessary actions to prevent the violation of any of the above mentioned rules; these actions may include, the temporary or permanent deletion of the corresponding User’s content, as well as the deletion of the User’s account. At its discretion, AGORA may also exclude Users and even remove them completely or partially from the use of the Services when necessary to improve the service and/or operation, notifying Users who are affected by such situation in advance.

7. Exclusion of liability

AGORA, will not be held responsible for any damages, whatever may be their nature, resulting from the following (including but not limited to):

– The use of the Service applied by those Users under the potential inaccuracy or potential falsehood of User’s information.

– Content, information, opinions and demonstrations of any of the Users or any third parties or entities that may communicate or expose through the Service.

– Any use that Users may do with the User’s Content, whether they are forbidden or allowed, that may infringe the intellectual and/or industrial property rights of the Service’s or a third party’s content, failing to comply with the confidentiality obligations.

– Carrying out activities of unfair trade and unlawful advertising.

– The possible loss of the User’s data due to causes not attributable to the Service.

– Access to the content included in the Service by underage persons.

– The unavailability, errors, access failures and discontinuity of the Service.

– Any errors or issues that may occur in communication, deletion or incomplete transfers.

– Any operational failures or problems in the e-mail address provided by the User.

AGORA will, under no circumstances, be responsible for the expenses of the mobile phone or ISP provider under the concept of data transfer. The User shall check the corresponding fee plan with the mobile phone or ISP provider before using the Service.

Any claim or dispute that may occur among the Service Users shall be resolved between the latter, leaving AGORA obligatorily harmless, notwithstanding that AGORA will do its best to enable Users with quick and satisfactory solutions through its User Service by e-mail.

8. Content and Other Linked Services through the Service

The Service may include linked technical appliances, directories and even search tools that allow Users to access different web pages and portals (hereinafter, ‘Linked Sites’).

The User acknowledges and accepts that access to Linked Sites will be done under their exclusive risk and responsibility and exonerates AGORA from any responsibility for potential right infringements of intellectual or industrial property of the Linked Sites’ owners. Additionally, the User exonerates AGORA from any responsibility for the technical availability, quality, reliability, accuracy and/or veracity of the linked web pages services, information, elements and/or content that the User may access.

In such cases, AGORA may only be held responsible for the content and services provided in the Linked Sites to the extent that they had first-hand knowledge of any unlawfulness and did not disable the link with due diligence. Should the User consider there to be a Linked Site with unlawful or inappropriate content, he/she may communicate it to AGORA; not making such communication, in any case, lead to the obligatory removal of said link.

Under no circumstances shall the existence of Linked Sites mean the formalization of any agreements with the operators or owners of the latter, nor its recommendation, promotion or identification of AGORA with its manifestations, content or provided services. AGORA is unaware of content and services of Linked Sites and, therefore, is not responsible, directly or indirectly, for any damages caused by the unlawfulness, quality, outdated information, and content and/or service error and uselessness of the Linked Sites or any other type of damage that is not directly attributable to AGORA.

9. Online Credits

AGORA includes objects, Online Credits, which can be purchased and used within the App. Once purchased, the user declares that he knows and agrees that they have no monetary value and it will not be possible to exchange them for real money.

The Online Credits will not be refunded once the purchase is complete, i.e. when the AGORA servers validate the purchase and the applicable Online Credits are successfully credited to the account.

Any risk of loss of the Online Credits you purchase is transferred to the User upon successful completion of the purchase.

AGORA reserves the right to give and transfer Online Credits to Users without limitation. By way of example, AGORA will give away and transfer Online Credits when advertising videos are viewed, or when invitations to the App are made by Users to their contacts.

The price of the Online Credits will be the one stipulated in the App, including the corresponding VAT. Depending on the bank used by the User, there may be an additional charge, as AGORA does not have any control over this aspect and is exempt from any liability. If you are not sure whether your bank will charge you or you should not consult your bank before making a purchase.

AGORA reserves the right to control, regulate, modify or eliminate the Online Credits without incurring any responsibility to the User at any time. AGORA reserves the right to modify the prices of the Online Credits at any time. AGORA may limit the total amount of Online Credits that can be purchased at one time, and limit the total amount of Online Credits that a User can have in their account.

The purchase will only be effective if it is made through the payment platforms established by AGORA. AGORA uses the payment platform of Apple and Android for the purchase of Online Credits, so it will be subject to their respective terms of service and the User must ensure to check whether you agree with the terms of service of the payment platform showing their agreement with these terms of service by executing the purchase. For any incident in the service of the payment platform, contact Apple or Android, for any incident during the purchase of Online Credits also contact AGORA at hello@agoraimages.com

If the account is cancelled or suspended for improper use stipulated in these Terms and Conditions, you will lose all your Online Credits without any right to compensation or indemnification.

If you voluntarily unsubscribe from the App, you will lose all your Online Credits without any right to compensation or indemnification.

10. Payment Service

Should you wish to use AGORA payment service, all terms stated in the present clause must be accepted. Remaining provisions of these general conditions will also be applied to AGORA payment services.

Payment will be done exclusively by service providers that are independent from AGORA. In this given case, the specific terms stated when making payment must be accepted, including, without limitation to, provisions related to the handling of personal data by third party service providers that could be different from AGORA policies, of which AGORA is not responsible.

The payment of the ONLINE CREDITS will be done through APPLE and ANDROID payment platforms, for any incident contact them and also contact AGORA. Should you receive a wrong charge, please contact AGORA helpdesk (hello@agoraimages.com) within the following 14 days of said charge and send proof documentation of the wrong charge or, otherwise, we will trust the information provided by our systems and understand that you have done a correct and deliberate purchase. No reimbursements will be done after payments done after these 14 days.

If the legislation in your country or site forbids the use of AGORA payment services due to either age restrictions, content laws or other legal restrictions, AGORA payment services must not be used and any payments done in this form will not be reimbursed.

11. Tax

The prize is subject to Personal Income Tax, Non-Resident Income Tax or, as the case may be, Corporation Tax, and to compliance with the obligations established by the regulations on said Spanish taxes. In accordance with applicable legislation, if the prize awarded is worth more than three hundred euros (300€), it is subject to withholding or advance payment of Personal Income Tax (IRPF). AGORA will issue, if asked, the appropriate certificate to the winning participant.

AGORA is not responsible for any tax obligations that users may have in transactions involving the purchase and sale of photographs or content between users within the App.

12. Nullity and Inefficiency of Provisions

If any of the provisions included in these Terms of Use should be wholly or partially declared as void or inefficient, said nullity or inefficiency will only affect the specific provision or the corresponding segment leaving the remaining Terms of Use as subsisting in all other points, considering part or the entire provision to not be included.

13. Applicable Law and Competent Jurisdiction

These terms of use shall be subject to and construed in accordance with the laws of Spain and any dispute or claim in connection therewith shall be subject to the non-exclusive jurisdiction of the courts of the city of Barcelona. In those cases in which users of payment services are consumers in accordance with the Revised Text of the General Law for the Defence of Consumers and Users and other complementary laws, the parties may resort, when they so agree, to the consumer arbitration provided for in Spanish Royal Decree 231/2008, of 15 February, which regulates the consumer arbitration system, or resort to the European online dispute resolution system https://ec.europa.eu/consumers/odr/main/?event=main.home2.show.

December, 2020