(Version: September 2022)
PLEASE READ THESE PRODUCT TERMS OF SERVICE CAREFULLY
These Product Terms of Service (these “Product Terms”) describe the general and specific terms and conditions applicable to your purchase and use of the products and services (the “Products”) offered or made available by AlgoEd Limited (a company incorporated in Hong Kong with limited liability) (“AlgoEd”) on its website currently located at https://www.algoed.co (“AlgoEd Platform”). This document is a legally binding agreement between you as the purchaser and/or user of the Products and AlgoEd. Unless otherwise defined herein, capitalised terms shall have the same meaning as used in the Web Membership Agreement.
1. Application and Acceptance of the Product Terms
1.1 These Product Terms apply to your purchase and/or use of the Products on the AlgoEd Platform.
1.2 By purchasing and/or using the Products, you agree to accept and be bound by these Product Terms. You may be required to enter into a separate agreement(s), whether online or offline, with AlgoEd for i) use of the AlgoEd Platform; or ii) purchase of the Products or any other products or services offered by AlgoEd (“Additional Agreements”). If there is any conflict or inconsistency between these Product Terms and any Additional Agreements, the Additional Agreements shall take precedence over the Product Terms only in relation to the portion of the Products governed by the conflicting Additional Agreements.
1.3 Please do not purchase and/or use the Products if you do not agree and accept all of the Product Terms and/or Additional Agreements (if applicable).
1.4 You acknowledge and agree that AlgoEd may amend the Product Terms at any time by posting the relevant amended and restated Product Terms on the AlgoEd Platform.
1.5 By continuing to use the Products after the posting of these Product Terms or amended and restated Product Terms (as the case may be), you agree to be bound by these Product Terms or amended and restated Product Terms (as the case may be), otherwise you must immediately cease using any of the Products.
2. Contracting Entity and Account
2.1 The entity that you are contracting with in connection with your purchase or subscription of the Products is AlgoEd.
2.2 Some Products or services of the AlgoEd Platform may be offered or provided by AlgoEd’s affiliates on its behalf.
2.3 You must register for a Student Membership Account (as defined in the Web Membership Agreement for Student Platform) in order to purchase and/or use the Products. The registration and use of your Student Account with the AlgoEd Platform is governed by the terms of the Web Membership Agreement for Student Platform. You shall ensure that any and all information you provide to AlgoEd through the AlgoEd Platform is true, accurate, correct, complete, and not deceptive, fraudulent or misleading.
3. General Product Terms
The following General Product Terms are applicable to the purchase and/or use of all Products offered on the AlgoEd Platform:
3.1 Benefits, features and functions available to you for any of the Products may vary for different countries and regions. No warranty or representation is given that a particular feature or function or the same type and extent of features and functions will be available in all countries and regions or for all users. AlgoEd may in its sole discretion limit, deny or create different level of access to and use of any the Products (or any features comprised therein) with respect to different users.
3.2 You must comply with the relevant technical documentation applicable to the Products as posted and updated by AlgoEd from time to time at the AlgoEd Platform. You further agree, as a continuing condition for your use of the Product, to abide by all licence terms and conditions of all third party software components, libraries and application programme interfaces comprised in any Product as from time to time notified on the AlgoEd Platform.
3.3 AlgoEd may launch, change, upgrade, impose conditions to, suspend, or stop offering any Product (or any features or functions within the Products), including sign-on procedures and requirements, and the manner of access to any Product (including any URLs used in connection therewith) without prior notice. AlgoEd may also in its discretion, and after reasonable prior notice to you, relocate, suspend or cease operations at any data center (if any). In the event of such relocation, suspension or termination of operations, you may need to change or update configurations of any affected Products, and will be responsible for any failure to change or update your configurations in the time period provided in the notice.
3.4 AlgoEd reserves the right to monitor your purchase or use of the Products any time as needed to verify your compliance with these Product Terms, in accordance with our Privacy Policy. You agree that you shall not block or interfere with our monitoring.
3.5 You agree, upon AlgoEd’s request, to cooperate with AlgoEd to identify and resolve any problems with the Products that AlgoEd reasonably believes to be attributable to you.
3.6 As a condition of your purchase and/or use of the Products, you agree that you will comply with all applicable laws and regulations for using the Products (including without limitation, any applicable data protection laws). If AlgoEd has reason to believe that any of your conduct violates the law, infringes or misappropriates the rights of any third party or is otherwise deceptive, fraudulent or misleading, AlgoEd may at its sole discretion notify you of our awareness of such circumstances and may at its sole discretion take any relevant enforcement actions against you as deemed adequate and necessary in light of the circumstances, including but not limited to, removing any unlawful content, disabling or suspending your right to use any Products, restricting your access to the AlgoEd Platform, suspending or terminating your Student Membership Account, etc. Notwithstanding any of the foregoing provisions, AlgoEd shall have the right to directly remove any User Content (as defined in the Web Membership Agreement for Student Platform) on the AlgoEd Platform that may be unlawful or may disrupt, threaten, or damage the operation and functioning of the AlgoEd Platform or other users of the AlgoEd Platform.
3.7 AlgoEd may from time to time offer special terms or pricing programs for the Products (the “Special Programs”). AlgoEd shall have the right to stop accepting any subscription for any Special Programs or discontinue the offering of any Special Programs without notifying you. You must agree to any terms and conditions for the Special Programs if you choose to subscribe so.
3.8 AlgoEd shall have the right to apply any upgrades or engage in any service maintenances any time as deemed necessary. AlgoEd will use commercially reasonable endeavors to notify you in advance of any scheduled maintenance of the AlgoEd Platform or the Products and you shall comply with any maintenance requirements for the Products that we notify you about.
3.9 AlgoEd shall have the right to assign and/or novate any part of or all of these Product Terms (including any of our rights, titles, benefits, interests, obligations and duties in these Product Terms) to any person or entity (including any affiliates of AlgoEd). AlgoEd may by written notice to you (which may be posted on the AlgoEd Platform or your Student Membership Account or emailed to you) require such novation of these Product Terms or any part thereof, and you hereby irrevocably agree and consent to any such novation, whereupon AlgoEd shall be released and discharged from all of its obligations under these Product Terms, as well as all claims, actions and demands arising under these Product Terms up to the time of such novation. You may not assign, in whole or part, any of these Product Terms to any person or entity.
3.10 Certain products may have specific payment terms. Please refer to the AlgoEd Payment and Tax Terms provided on the AlgoEd Platform for specific payment terms for the products and/or services that you purchased.
4. Product-Specific Terms
Without limiting the generality of these Product Terms, you further agree and undertake that the purchase and use of the Products identified hereunder is subject to the additional specific terms and conditions set forth hereunder and in the addendum in respect of the Products identified therein.
4.1 AlgoEd Editing and Feedback Services
a) If you subscribe to AlgoEd’s Editing and Feedback Services you will need to submit certain User Content (such as your application essays) to AlgoEd in order for us to review and provide you with personalized feedbacks on your User Content.
b) By submitting or uploading any User Content to AlgoEd, you represent and warrant to AlgoEd that you are the original author of such User Content and that: (i) you are the sole legal and beneficial owner of such User Content (including all Proprietary Rights (as defined in the Web Membership Agreement for Student Platform) relating thereto); and (ii) you have not plagiarized from any other sources or another person’s work in such User Content. AlgoEd will review and vet each User Content (including, without limitation, for truthfulness, accuracy, correctness, compliance, originality, quality and standard of the Submission), and shall, under normal circumstances, review and provide feedbacks on it within a reasonable timeframe depending on the volume of the User Content of other Students received by AlgoEd. As part of AlgoEd’s vetting process, we may require you to submit certain evidential proof to prove your ownership over your submitted User Content.
c) Once we have reviewed and provided feedbacks on your User Content (“Reviewed User Content”), you agree that any such Reviewed User Content is for your own personal use only and you must not share any of the Reviewed User Content with another person, or allow another person other than yourself to impersonate you or use the Reviewed User Content without our written consent. You shall indemnify AlgoEd against any loss or damages (including but not limited to loss of profits) suffered by AlgoEd as a result of such sharing of the Reviewed User Content. You hereby irrevocably and unconditionally undertake to notify AlgoEd immediately of any unauthorized use of any Reviewed User Content or any other breach of security.
d) You further agree and acknowledge that AlgoEd shall not be liable to you or any third party, for any loss or damages arising from any unauthorized use of the Reviewed User Content.
e) When you submit or upload User Content to AlgoEd, you represent and warrant to AlgoEd that:
f) You agree that you will not upload, and you will be solely responsible for, any User Content which is illegal, defamatory, obscene, incites prejudice, racism or hatred or which it is unlawful for you to possess in the country in which you are resident, or which it would be unlawful for us to use or to hold.
g) We shall, to the extent legally permissible, be entitled to disclose your identity to any third party who claims that any User Content uploaded or submitted by you infringes their rights (including any Proprietary Rights) or violates any applicable laws or regulations.
h) To the maximum extent permitted by applicable law, all of AlgoEd’s Editing and Feedback Services are provided only on an “as is” basis. You acknowledge that AlgoEd does not and will not guarantee or provide any other warranties, undertakings or representations, whether express or implied, on the Editing and Feedback Services including but not limited to those relating to merchantability, suitability or fitness for a particular purpose, accuracy or completeness of response, and whether the Editing and Feedback Services would achieve a certain desired outcome of a Student.
i) AlgoEd will not be liable for any loss or damage, including, without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of, or in connection with, your purchase and use of AlgoEd’s Editing and Feedback Services or review or feedbacks on your User Content.
j) You shall indemnify, release and hold harmless all of AlgoEd and its affiliates, and each of their respective officers, directors, advisors, consultants, employees and agents, from and against any loss, liability (including settlements, judgments, fines and penalties) and costs (including reasonable attorney fees, court costs and other litigation expenses) relating to any claim or demand made by any third party due to or arising out of your use of the Editing and Feedback Services, violation of these Product Terms (including but not limited to, any representations or warranties given by you herein) or any other Terms, or infringement of any Proprietary Rights of any person or entity.
k)We are the owner and/or licensee of all copyright and other Proprietary Rights in any material we teach or provide you with as part of AlgoEd’s Editing and Feedback Services. When you submit User Content to AlgoEd for review, you retain the copyright over such User Content. AlgoEd does not claim the rights of any User Content by virtue of providing Editing and Feedback Services. The copyright ownership over the Reviewed User Content and the amendments to your User Content resulting from the review, proofreading and feedbacks we make will also become yours. The amendments we make and feedbacks we provide are suggestions only. It is your responsibility to accept, reject, or make further amendments to the feedbacks we have provided. You are therefore solely responsible for all User Content and Reviewed User Content.
5. General Provisions
5.1 These Product Terms together with the other Terms (as defined in the Web Membership Agreement) constitute the entire agreement between you and AlgoEd with respect to and governs the use of AlgoEd’s products and services, superseding any prior written or oral agreements in relation to the same subject matter herein.
5.2 To the maximum extent permitted by applicable law, all of AlgoEd’s Products and services are provided only on an “as is” basis. You acknowledge that AlgoEd does not and will not provide any other warranties, undertakings or representations on any of its Products or services, whether express or implied, including but not limited to those relating to merchantability, suitability or fitness for a particular purpose, accuracy or completeness of response, and application outcomes.
5.3 To the maximum extent permitted under applicable law, none of AlgoEd and/or its affiliates will be liable to you for any loss of profits, loss of anticipated savings, loss of opportunity, loss of reputation or any consequential, special, indirect, or incidental damages arising out of or in connection with these Product Terms and/or your use of any of AlgoEd’s Products or services, even if we have been advised of the possibility of such damages except in the cases where our fraudulent or intentional act causes loss or damage to you. If to any extent any of AlgoEd or its affiliates’ liability is not or cannot be excluded, the aggregate liability of any such company, or any of its respective officers, directors, agents, joint venturers, employees or representatives, to you or any third parties in any circumstance is limited to the actual fees paid to AlgoEd by you in the preceding six (6) months. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such cases, AlgoEd’s liability will be limited to the fullest extent permitted.
5.4 You and AlgoEd are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Product Terms.
5.5 If any term herein is adjudicated by a court or tribunal of competent jurisdiction to be void or unenforceable, the validity or enforceability of the remainder of the terms herein shall remain in full force and effect.
5.6 Unless a right or remedy of you or AlgoEd is expressed to be an exclusive right or remedy, the exercise of it by either party is without prejudice to either party’s other rights and remedies at law and/or in equity.
5.7 You shall do and execute or procure to be done and executed all such further acts, deeds, things and documents as may be necessary to give effect to the terms of these Product Terms.
5.6 Save for AlgoEd and its affiliates, a person who is not a party to these Product Terms has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) of the Laws of Hong Kong to enforce any term of these Product Terms.
5.7 Under no circumstances shall AlgoEd be held liable for any delay or failure or disruption of the content or services delivered through the AlgoEd Platform resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, computer viruses, cyber-attacks, telecommunications or any other equipment failures, electrical power failures, epidemics, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
5.8 This Agreement shall be governed by the laws of Hong Kong without regard to its conflict of law provisions. The parties to the Terms hereby submit to the exclusive jurisdiction of the courts of Hong Kong.
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