Web Membership Agreement for Contributor Platform

(Version: September 2022)

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY

This Web Membership Agreement for Contributor Platform, including any addenda and supplemental agreement (as published from time to time by AlgoEd Limited (a company incorporated in Hong Kong with limited liability) (“AlgoEd”) on its website) (collectively, this “Agreement”) sets forth the terms and conditions governing your entitlement, registration, access and use of your contributor membership account (“Contributor Membership Account”) as registered contributors of AlgoEd’s website currently located at URL: https://www.algoed.co (each registered contributor shall hereinafter be referred to as a “Contributor” or “you”) and is a legally binding agreement between you and AlgoEd. The contracting entity that you are contracting with is AlgoEd Limited (a subsidiary of AlgoEd Inc.) irrespective of the jurisdiction you are residing in or a resident of.

This Agreement together with the Web Membership Agreement for Student Platform, shall collectively be referred to as, the “Web Membership Agreement”.

1. Application and Acceptance of Terms

1.1 By completing the online submission form and registering for a Contributor Membership Account, you accept the terms and conditions set forth in this Agreement. If you do not accept all of these terms and conditions, please do not register for a Contributor Membership Account. By completing the registration process for a Contributor Membership Account and clicking the “I agree” button, you agree to be bound by this Agreement as well as the terms and conditions of the following:

(a) Terms of Use;

(b) Rules for Submission;    

(c) Rewards Policy;                      

(d) Privacy Policy;

(e) User Information and Enquiry Guide; and

(f) any other website or service rules and policies as adopted and published on AlgoEd’s website from time to time,

(all of the above together with this Agreement collectively referred to as the “Contributor Terms” and together with the Student Terms (as defined in the Web Membership Agreement for Student Platform), the “Terms”).    

   

1.2 We may in our sole and absolute discretion refuse to register your Contributor Membership Account and/or grant you entitlements to AlgoEd’s rewards program (our “Rewards Program”). Without prejudice to the generality of the foregoing, we may also refuse to do so for any of the following reasons:

(a) where your Contributor Membership Account was previously terminated due to a breach of this Agreement; or

(b) where you are likely to breach any of the undertakings, representations and warranties under Clause 3 and/or 6.

1.3 AlgoEd may modify the terms of this Agreement and/or any other Terms including any addendum or supplemental agreement thereof from time to time by posting an updated version of the Terms on AlgoEd’s website or otherwise notifying you in accordance with Clause 9.1 of this Agreement. Unless otherwise notified by AlgoEd, changes to the Agreement and/or any other Terms or addendum or supplemental agreement thereto shall become effective 24 hours after they are posted, except if the changes apply to new AlgoEd services or for compliance of any applicable law, then they will be effective immediately or at such other date as specified by AlgoEd.

2. Contributor Membership Accounts and Rewards Program

2.1 Contributors may participate in the Rewards Program by first completing the online submission form and registering for a Contributor Membership Account and uploading and submitting to AlgoEd certain authentic university application(s) documents (i.e. Common Application Essays, University of California (UC) Personal Insight Questions, Universities and Colleges Admissions Service (UCAS) Essays, Massachusetts Institute of Technology (MIT) Responses or Georgetown Essays), proof of acceptance, and filling in essential information related to the application requested by AlgoEd in accordance with the Rules for Submission (“Submission(s)”).

2.2 You must register for a Contributor Membership Account in order to submit or upload any Submissions. There is no limit on the number of Submissions which may be submitted or uploaded by each Contributor.

2.3 By submitting or uploading a Submission to AlgoEd, you represent and warrant to AlgoEd that you are the original author of such Submission and that you are the sole legal and beneficial owner of such Submission (including all Proprietary Rights relating thereto) free from any and all encumbrances whatsoever. AlgoEd will review and vet each Submission (including, without limitation, for truthfulness, accuracy, correctness, compliance, originality, quality and standard of the Submission), and shall, under normal circumstances, respond to the Contributors and provide feedback on its approval for each Submission depending on the volume of Submissions received by AlgoEd. As part of AlgoEd’s vetting process, we may require you to submit certain evidential proof, for example, proof of the university(ies) or college(s) that you have attended or are attending (such as a letter of admission or a confirmation email from your student email). AlgoEd may in its sole and absolute discretion permanently or temporarily cease reviewing any further Submissions once the number of Submissions have reached a particular limit as may be determined by AlgoEd from time to time, or reject any Submissions which it believes does not (i) meet the requisite standard of quality; or (ii) comply with the Rules for Submission or the Terms.

2.4 If your Submission is approved by AlgoEd in accordance with Clause 2.3 (the “Approved Submissions”) you will be eligible to receive certain rewards as posted on AlgoEd’s website from time to time (“Rewards”). For further information on how you may be eligible to receive any Rewards, please refer to our Rewards Policy. Your entitlement to receive any Rewards shall be conditional upon your full and timely compliance with all the Terms.

2.5 The Rewards for Contributors may change from time to time and AlgoEd shall have the right to change and/or remove any Rewards available and/or the Rewards Policy from time to time without any notice. It is your responsibility to check our Rewards Policyfor any updates on the Rewards available.

2.6 In consideration for (i) your Contributor Membership Account; and (ii) granting the Rewards to you, you hereby irrevocably and unconditionally agree to transfer and assign to AlgoEd all right, title and interest in and to any and all the Submissions that you submit and/or upload to AlgoEd including, but not limited to, any and all Proprietary Rights and Moral Rights that you may have in or with respect to any Submissions.

2.7 With effect immediately after you submit or upload any Submissions to AlgoEd, AlgoEd shall become the sole legal and beneficial owner of each such Submission and shall have the sole and exclusive right to use, store, publish, reproduce, sell, copy, distribute, produce derivative works of, edit, display, broadcast and circulate (on an anonymous basis) any and all such Submissions in part or as a whole, whether for the benefit of AlgoEd, any of its related entities, any end users or Student (as defined below), or any other third parties and you also hereby irrevocably and unconditionally waive and agree never to assert any and all Proprietary Rights (as defined below) or Moral Rights (as defined below) you may have in or with respect to any Submissions against AlgoEd (including but not limited to any action for copyright infringement). After you have submitted or uploaded a Submission to us, you must not therefore submit or upload the same to any other third party without our explicit written consent and approval. If you fail to adhere to the terms and conditions under this provision, you shall be deemed to be in breach of this Agreement and AlgoEd reserves all rights, remedies and entitlements against you.

For the purpose of this Agreement:-

(a) “Proprietary Rights” shall have the meaning ascribed to it in the Web Membership Agreement for Student Platform.

(b) “Moral Rights” shall have the meaning ascribed to it in the Web Membership Agreement for Student Platform.

2.8 After you have registered for a Contributor Membership Account, you acknowledge and agree to all of the following: -

(a) You shall be solely responsible for (i) maintaining the confidentiality of all your personal information and Personal Data (as defined below) submitted to us and (ii) all Submissions made by you to us; and

(b) You acknowledge that sharing of your Submissions with another person, or allowing another person other than yourself to impersonate you or use your Submissions without our consent, may cause irreparable harm to AlgoEd and 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 your Submission or Contributor Membership Account. You hereby irrevocably and unconditionally undertake to notify AlgoEd immediately of any unauthorized use of your Submissions or any other breach of security. You further agree and acknowledge that AlgoEd shall not be liable to you, your users or any third party, for any loss or damages arising from any unauthorized use of your Personal Data (as defined below) or your Submissions, or any other failure by you, your employees, agents, affiliates or representatives, to comply with this Clause 2.8.

2.9 By registering for a Contributor Membership Account, you hereby irrevocably and unconditionally consent to and agree that AlgoEd has the right to collect, use, transfer, retain, store and disclose, all your data, including any Personal Data (as defined below) obtained by AlgoEd from your Submissions or your usage of your Contributor Membership Accounts in accordance with our Privacy Policy. For the purpose of this Agreement, “Personal Data” means any data relating directly or indirectly to a living individual from which it is practicable for the identity of such individual to be directly or indirectly identified and in a form in which access to or processing of the data is practicable.

2.10 AlgoEd has the right to restrict, suspend or terminate your Contributor Membership Account if in AlgoEd’s sole and absolute opinion, you are in breach of the Terms or there is good reason for doing so. AlgoEd reserves the right to charge a fee (whether on a one-off or periodic basis) for all Contributor Membership Accounts or any feature or functionality within the Contributor Membership Accounts (if any) at any time in its sole and absolute discretion without further notification.

2.11 There may or may not be benefits, features and functions available for your Contributor Membership Accounts but these will vary for different countries and regions. No warranty or representation is given that any particular benefit, feature or function or the same type and extent of benefits, features and functions will be available in all countries and regions or for all Contributors. AlgoEd may in its sole and absolute discretion limit, deny or create different levels of access to and use of any Contributor Membership Accounts (or any features comprised therein) with respect to different Contributors.

2.12 AlgoEd has the right to change, upgrade, modify, limit or suspend the Contributor Membership Accounts or introduce or remove (whether temporarily or permanently) features, functionalities, applications or conditions to the existing or future versions of the Contributor Membership Accounts. All new features, functionalities, applications, conditions, modifications, upgrades and alterations shall be governed by this Agreement and the other relevant Terms. Any material changes to or discontinuation of your Contributor Membership Accounts will be notified to you;

2.13 You acknowledge that you may not have any access to the Contributor Membership Accounts, and if access is allowed, any features and functions in the Members Accounts are provided on an “as is”, “as available” and “with all faults” basis. You hereby agree that to the maximum extent permitted by applicable law, in no event shall AlgoEd be liable to you or any third party for your inability to access or use of your Contributor Membership Accounts (whether due to disruption, changes to or termination of the Contributor Membership Accounts or otherwise) or any delays, inaccuracies, errors or omissions with respect to any communications or transmission or delivery of all or any part thereof, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to access or use of the Contributor Membership Accounts.

2.14 You acknowledge and agree that, if your Contributor Membership Accounts involve any software applications provided by third parties, such software applications are made available to you on a pass-through basis directly by other companies or individuals under separate terms and conditions, including separate fees and charges and since AlgoEd may not have tested or screened such software applications, your use of such software applications are at your own risk.

2.15 AlgoEd reserves the right to modify the Rewards Program’s structure, benefits, conditions to qualify for the Rewards and/or other features, or to terminate the Rewards Program at any time. Although AlgoEd will use reasonable efforts to notify Contributors of material changes to this Agreement and the Rewards Program, it is the responsibility of Contributors to keep themselves up to date in respect of the Terms and the Rewards Program. AlgoEd will not be liable for any loss or damage resulting from any amendment to this Agreement or to the Rewards Program.

3. Contributor Responsibilities and Undertakings

3.1 As a condition to your Contributor Membership Account and eligibility to the Rewards, you agree that you will comply with any and all applicable laws and regulations irrespective of your jurisdiction, and you will not engage in any fraudulent or deceptive practices for the purpose of making any Submissions.

3.2 You hereby irrevocably undertake and agree to at all times (whether as part of the Contributor Membership Account registration process or otherwise):

(a) provide and maintain true, accurate, correct and up to date information about yourself when completing the online submission form and registering for a Contributor Membership Account, as well as the Submissions you submit or upload to AlgoEd;

(b) maintain and promptly request to amend all information provided to AlgoEd to keep it true, accurate, correct and up to date;

(c) provide any additional information or response to AlgoEd in the time frame requested by AlgoEd in connection with your Submissions, investigations conducted by AlgoEd or fraud prevention (including but not limited to forgery of materials, academic fraud and plagiarism) and compliance procedures;

(d) be responsible for the truth, accuracy, correctness and use of the Submissions that you submit or upload to AlgoEd     ;

(e) comply with the Terms and any and all applicable laws and regulations when (i) using your Contributor Membership Account (if access to such accounts are granted by AlgoEd) and (ii) submitting or uploading any Submissions onto AlgoEd’s website;

(f) take your own initiative to maintain appropriate security, protection and backup of any Submissions;

(g) be responsible for the Students’ (as defined in the Web Membership Agreement for Student Platform) use of your Submissions and ensure that all Submissions submitted or uploaded by you comply with the Terms. AlgoEd shall not be held responsible for any loss or damage arising from or in connection with any Submissions (including any Approved Submissions) or any use or reliance thereon.

3.3 You hereby irrevocably undertake that you will not:

(a) sell, transfer, or sublicense your Contributor Membership Account to any person without AlgoEd’s prior written consent;

(b) engage in or be part of any scheme to cheat, mislead or defraud AlgoEd, our Students, other Contributors, or any other third party;

(c) infringe or otherwise abet or encourage the infringement or violation of any third party’s Proprietary Rights or other proprietary right or rights of publicity and privacy or other rights recognized at law;

(d) impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity or otherwise engage in fraudulent representations or conduct whether in respect of your identity or your Submissions;

(e) violate any applicable law, statute, ordinance or regulation (including without limitation those governing academic fraud, dishonesty, Proprietary Rights infringement (including trademark infringements), consumer protection, unfair competition, anti-discrimination or false advertising);

(f) submit or provide to AlgoEd any content (including any Submissions) that:

(i) contains information that is defamatory, libelous, provocative, derogatory, disparaging, unlawfully threatening or unlawfully harassing;

(ii) contains information or content that is illegal or promotes any illegal activities for any purposes;

(iii) contains Personal Data of any persons other than yourself;

(iv) contains content that is misleading, or infringes third party rights;

(v) is inappropriate, obscene or contains or infers any pornography or sex-related merchandising or any other content that otherwise promotes sexually explicit materials, or is otherwise harmful to minors;

(vi) promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

(vii) contains any material or content that any reasonable person would find offensive, including but not limited to, the promotion or advertisement of or to engage in any immoral or criminal activities; any advertisement of drugs or tobacco products; or in a political context, the promotion, advertisement or endorsement of any party, candidate or elected official, or in connection with any political policy or viewpoint;

(viii) involves any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information; or

(ix) is otherwise objectionable on the grounds of public interest, public morality, public order, public security, national harmony or is prohibited by applicable laws;

(g) undermine the integrity of the computer systems or networks used by AlgoEd and/or any user of AlgoEd and you shall not attempt to gain unauthorized access to such computer systems or networks;

(h) modify, alter, tamper with, repair, reverse engineer, disassemble, decompile or create derivative works of any software included on AlgoEd’s website;

(i) access any process or procedure to derive the source code of any software included on AlgoEd’s website;

(j) if access or use of your Contributor Membership Account is made available to you, to access or use the same in a way intended to avoid any fees or charges; or

(k) resell or sublicense any Contributor Membership Accounts.

4. Investigation and Enforcement

4.1 AlgoEd shall have the right to investigate any Contributor for any breach or violation, or suspected breach or violation, of the Terms.

4.2 AlgoEd shall have the right to report any activities that it considers to be in breach or violation of any Terms or any regulations or laws in any jurisdiction to the relevant enforcement agencies, regulators, government bodies, and any other appropriate third parties and AlgoEd shall have the right to access, disclose and/or remove any content submitted to AlgoEd in connection therewith or to comply with applicable law, legal process or lawful government requests, or in respect of any claims or potential claims brought against AlgoEd, or its shareholders, subsidiaries or affiliates.

5. Termination

5.1 This Agreement is effective as of the date on which you submit the online submission form to AlgoEd to register for a Contributor Membership Account.

5.2 Without prejudice and in addition to any rights and remedies at law or equity, AlgoEd may suspend or terminate your Contributor Membership Account, or limit or restrict your rights to your Contributor Membership Account, immediately upon notice to you if, in the sole and absolute opinion of AlgoEd, you have engaged in any of the following:

(a) breached any of the Terms;

(b) if access or use of your Contributor Membership Account is made available to you, used your Contributor Membership Account or submitted or uploaded any Submissions in a way that poses a security or system stability risk to AlgoEd or any third party;

(c) if access or use of your Contributor Membership Account is made available to you, used your Contributor Membership Account or submitted or uploaded any Submissions in a way that subjects, or will subject, AlgoEd or its affiliates to liability;

(d) engaged in any fraudulent, deceptive or unlawful act; or

(e) become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceedings.

5.3 If access or use of your Contributor Membership Account is made available to you, and AlgoEd suspends your right to use your Contributor Membership Account, you shall remain responsible for any and all fees and charges for the Contributor Membership Account (if any) that you have incurred up to the date of suspension of your Contributor Membership Account. You will not be entitled to receive or enjoy any Rewards under the Rewards Program during the period of service suspension.

5.4 In the event of the termination of this Agreement for any reason whatsoever:

(a) you will lose access to your Contributor Membership Account if access or use is made available to you, and all other contents including all Submissions you have provided to AlgoEd, and AlgoEd shall be entitled to keep in its possession or continue to use, store, publish, replicate, copy, distribute and circulate any and all of your Submissions whether for the benefit of AlgoEd or any of its related entities or to any of our Students or other third parties;

(b) all your Submissions transferred and assigned to AlgoEd in accordance with Clause 2.6 and 2.7 shall remain as the property of AlgoEd notwithstanding termination; and

(c) any clause which by reasonable implication is intended to survive termination of this Agreement shall survive the expiry or termination of this Agreement. Without limiting the generality of the foregoing, Clauses 2.3, 2.6, 2.7, 2.9, 3.3, 4, 5, 6, 7, 8, 9 and 10 shall survive any termination of this Agreement.

5.5 Notwithstanding termination of this Agreement, nothing under this Clause 5 shall prejudice the rights and remedies available to AlgoEd or your liabilities and obligations under or in respect of this Agreement (i) which have accrued before such termination; or (ii) in respect of any antecedent breach.

6. Representations and Warranties

You represent and warrant to AlgoEd that:

(a) You are the original author and the sole legal and beneficial owner of the Submissions you submit or upload to AlgoEd, free from any and all encumbrances whatsoever, and you own all right, title, authorship and interests in and to such Submissions, necessary to pass good title of the same to AlgoEd under this Agreement;

(b) None of your Submissions will violate the Terms or any applicable laws or rights of other third parties (including any Proprietary Rights);

(c) You are not aware of any existing action or claims or proposed action or claims  by any other person to challenge, threaten or cancel any Proprietary Rights of your Submissions submitted or uploaded to AlgoEd;

(d) You are of sound mind, at least 18 years old and of sufficient legal age (or if required by your jurisdiction, such higher legal age) and capacity in the relevant jurisdiction which you reside to enter into this Agreement and to accept and be bound by all the Terms;

(e) You have not been declared bankrupt and you have no undischarged bankruptcy order pending against you;

(f) You have not plagiarized from any other sources or another person’s work in any of your Submissions to AlgoEd; and

(g) You have the right to enter into this Agreement and the contracts for the other Terms.

7. Indemnification

You hereby irrevocably and unconditionally undertake to AlgoEd that you will defend, indemnify, and hold harmless, and at all times keep indemnified, AlgoEd and each of its affiliates, licensors, employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any third party claim concerning:-

(a) any of your Submissions including, but not limited to, any alleged infringement or any Proprietary Rights or misappropriation of third party rights in respect of any of your Submissions;

(b) if access or use of your Contributor Membership Account is made available to you, your use of your Contributor Membership Accounts;

(c) your breach of any of the Terms; and

(d) your breach of any applicable laws and/or regulations.

AlgoEd will promptly notify you of any claim within its knowledge in respect of any of the above, but any failure by AlgoEd to notify you shall not affect your obligations above irrespective of whether our failure prejudices your ability to defend any claims. AlgoEd reserves the right to assume control of the defence and settlement of any claims at any time.

8. Disclaimers and Limitation of Liability

8.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY REWARDS OR IN THE CASE WHERE ACCESS OR USE OF YOUR CONTRIBUTOR MEMBERSHIP ACCOUNT IS MADE AVAILABLE TO YOU, THE CONTRIBUTOR MEMBERSHIP ACCOUNTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ALGOED HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, OR AS TO THE ACCOUNTS BEING UNINTERRUPTED, ERROR FREE, FREE OF HARMFUL COMPONENTS, SECURE, OR NOT OTHERWISE CAUSING DAMAGE OR LOSS OF FUNCTIONALITY OR DATA.

8.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALGOED MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, RELIABILITY, QUALITY, SUITABILITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY REWARDS OR ANY INFORMATION PROVIDED ON OR THROUGH ITS WEBSITE OR THE CONTRIBUTOR MEMBERSHIP ACCOUNTS.

8.3 AlgoEd may make available to you services or products provided by independent third parties on a pass-through basis. No warranty or representation is made with regard to such services or products. In no event shall AlgoEd and its affiliates be held liable for any such services or products.

8.4 AlgoEd shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort or otherwise or any other damages resulting from any of the following:

(a) if access or use of your Contributor Membership Account is made available to you, the use or the inability to use the Contributor Membership Accounts;

(b) unauthorized access by third parties to data or private information of you;

(c) your failure to receive any Rewards for any of your Submissions; or

(e) any other matter relating to your Contributor Membership Account and/or Submissions howsoever arising.

8.5 Save only for any warranties, representations, conditions and undertakings by AlgoEd expressly set forth in this Agreement, AlgoEd hereby excludes all other warranties, representations, conditions and undertakings, express or implied, to the maximum extent permitted under applicable law.

Notwithstanding anything to the contrary contained in this Agreement, the aggregate liability of AlgoEd, its employees, agents, affiliates, representatives or anyone acting on its behalf with respect to you for any and all claims arising from or in connection with your Contributor Membership Accounts or the use or inability to use the same shall, if not otherwise excluded or limited, be limited to, in aggregate, the greater of (a) the amount of fees you have paid to AlgoEd or its affiliates for the Contributor Membership Accounts during the calendar year, or (b) USD100. The preceding sentence shall not preclude the requirement by you to prove actual damages. All claims against AlgoEd in respect of any of the matters in relation to this Agreement must be filed within six (6) months from the date the cause of action arose.

9. Notice

9.1 We may provide notice to you under this Agreement by posting a notice on the AlgoEd webpage or emailing it to your personal or student email provided in your online submission form for registration of a Contributor Membership Account. Notices will be deemed to be effective upon posting and notice by email will be deemed effective by the time the email is sent.

9.2 You may provide notice to us by email to [email protected]. Notices provided by you via email will be deemed effective upon successful receipt by us.

10. General

10.1 This Agreement and all the other Terms constitute the entire agreement between you and AlgoEd with respect to and governs the registration and use of your Contributor Membership Account and entitlement under the Rewards Program, superseding any prior written or oral agreements in relation to the same subject matter herein.

10.2 You and AlgoEd are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

10.3 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.

10.4 AlgoEd’s failure to enforce any right or failure to act with respect to any breach by you under this Agreement will not waive that right nor waive AlgoEd’s right to act or seek remedies with respect to subsequent or similar breaches.

10.5 Unless a right or remedy of yours or AlgoEd’s 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.

10.6 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 this Agreement.

10.7 AlgoEd shall have the right to assign and/or novate any part of or all of the Terms (including any of its rights, titles, benefits, interests, and obligations and duties under this Agreement or the other Terms) to any person or entity (including any affiliates or related entities of AlgoEd). AlgoEd may by written notice to you, or by way of a notice posted on the website of AlgoEd, require such novation of the 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 this Agreement and/or the other Terms, as well as all claims, actions and demands arising hereunder or the other Terms up to the time of such novation. You may not assign, in any way, whether in whole or part, any of the Terms (including this Agreement) to any person or entity without the prior written consent of AlgoEd.

10.8 Save for AlgoEd and its affiliates, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) of the laws of the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”), or similar laws and regulations of any other jurisdiction, to enforce any term of this Agreement.

10.9 Unless otherwise provided herein, under no circumstances shall AlgoEd be held liable for any delay or failure or disruption of the content or services of the Contributor Membership Accounts resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, internet failures, computer failures, computer viruses, cyber-attacks, telecommunications or any other equipment failures, electrical power failures, 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.

10.10 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.