Web Membership Agreement for Student Platform

(Version: September 2022)

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY

This Web Membership Agreement for Student 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 student membership account (“Student Membership Account”) as registered students of AlgoEd’s website currently located at URL: https://www.algoed.co (each registered student shall hereinafter be referred to as a “Student” or “you”) and is a legally binding agreement between you and AlgoEd. The contracting entity that you are contracting with is AlgoEd irrespective of the jurisdiction you are residing in or a resident of.

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

Definitions. For purposes of this Agreement: (i) “Content” means text, audio, photos, images, videos, graphs, and other information, documents, materials or content, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available to AlgoEd; (ii) “Our Content” means any Content that is, either directly or indirectly, posted, generated or otherwise made available to you, including, without limitation, videos, live seminars or consultations, documents, essays, admission guidance, notes; and (iii) “User Content” means any Content uploaded or provided by you to us including those Contents (such as your application essays) submitted to us for review, but excluding any of Our Content (or derivatives thereof).

1. Application and Acceptance of Terms

1.1 By completing the online account opening form and registering for a Student Membership Account, or by continuing to use our services, 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 Student Membership Account. By completing the registration process for a Student Membership Account and clicking the “I agree” button, or by continuing to use our services, you agree to be bound by this Agreement as well as the terms and conditions of the following:

(a) Terms of Use;

(b) Payment and Tax Terms;    

(c) Privacy Policy;                      

(d) Product Terms;

(e) Beta Testing Terms Disclaimer;

(f) User Information and Enquiry Guide; and

(g) 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 “Student Terms” and together with the Contributor Terms (as defined in the Web Membership Agreement for Contributor Platform), the “Terms”).    

   

1.2 We may in our sole and absolute discretion refuse to register your Student Membership Account and/or grant you access to AlgoEd’s Subscription Services (as defined below). Without prejudice to the generality of the foregoing, we may also refuse to do so for any of the following reasons:

(a) where your Student 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 8.

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 11.1 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. Student Membership Accounts and Subscription Service

2.1 We are entitled to charge fees for certain premium services, contents or features (if any), such as AlgoEd’s university admissions guidance and advisory program (“Advisory Program”), content review, application essay/ activity list editing and feedback services (“Editing and Feedback Services”) and other virtual goods and/or privileges that you may use with AlgoEd via our subscription service (collectively, the “Subscription Services”). The Subscription period will depend on the time of subscription and type of subscription that you choose when you sign up for the service (the “Subscription Period”). You agree that your Student Membership Account and the Subscription Services (including the Advisory Program) are not transferrable to anyone else and you will not transfer or attempt to transfer any Student Membership Account and/or Subscription Services to anyone else.

2.2 Ownership of Student Membership Account and Subscription Services. You acknowledge that you do not own the Student Membership Account, the Subscriptions Services and/or any materials shared or distributed pursuant to the Advisory Program, but instead, we grant you a limited, personal, revocable, non-exclusive, non-transferable and non-sublicensable license to use them for personal use in accordance with the terms of this Agreement.

2.3 Use of Subscription Services. You are only allowed to use and access the Subscription Services (including the Advisory Program) by subscribing through AlgoEd, and not in any other way. Subject to our compliance with applicable laws, rules, regulations and policies, we may at any time control, regulate, change or remove any Subscription Services without any liability to you and/or revise the pricing for the Subscription Services.

2.4 By purchasing and/or using the Subscription Services, you confirm that you have read and agreed to be bound by this Agreement and any additional terms presented to you that are applicable to the Subscription Services. We may from time to time at our sole and absolute discretion update the Terms without providing any notice to you. If you are unwilling to accept this Agreement or any other Terms (including all or part of the provisions of any future updated version of this Agreement and/or the other Terms), you must immediately cease your use of your Student Membership Account and the Subscription Services.

2.5 We may change or discontinue all or any part of the Subscription Services, at any time and without notice, at our sole and absolute discretion, including, without limitation, making adjustments/improvements to the Subscription Services based on our product planning and the country or area you are in.

2.6 Cancellation. AlgoEd reserves the right to cancel your subscription and/or your Student Membership Account at any time. You may also cancel your subscription and/or your Student Membership Account at any time by giving at least 48 hours prior written notice to AlgoEd via email to: [email protected]. When sending the cancellation email, please note that you must use your email address registered with AlgoEd for identification purpose. You may use the model cancellation form below but it is not mandatory to follow. If you cancel your subscription, your access to the Subscription Services will automatically be terminated. To the extent permitted by the applicable laws, payments are non-refundable and we do not provide refunds, chargebacks or credits for any partial Subscription Periods or unused Subscription Services.

Model cancellation form

(complete and return this form only if you wish to cancel your subscription and/or your Student Membership Account)

___ To AlgoEd Limited, e-mail: [email protected]

___ I/We* hereby give notice that I/We* would like to cancel my/our* subscription for the following Subscription Service(s):-

___ Subscription Service(s):

___ Date of Purchase:

___ Full Name of Student:

___ I would also like to terminate my Student Membership Account: Yes/No*

(*) Delete as appropriate.

2.7 Passwords and Account Access. If you create a Student Membership Account with us, you are responsible for any activity that occurs through such Student Membership Account. To maintain control you’re your Student Membership Account and to prevent anyone from accessing your Student Membership Account, you should not reveal the username and password associated with your Student Membership Account to anyone. You are responsible for updating and maintaining the accuracy of the information you provide to us relating to your Student Membership Account. We can terminate your Student Membership Account or place your Student Membership Account on hold in order to protect you, us and our partners from identity theft or other fraudulent activity.

2.8 After you have registered for a Student 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 User Content made by you to us; and

(b) You acknowledge that sharing of your Student Membership Account and/or the Subscription Services with another person, or allowing another person other than yourself to impersonate you or use your Student Membership Account and/or the Subscription Services 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 Student Membership Account and/or the Subscription Services. You hereby irrevocably and unconditionally undertake to notify AlgoEd immediately of any unauthorized use of your Student Membership Account, the Subscription Services and/or any other breach of security. 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 your Personal Data (as defined below) or your Student Membership Account and/or the Subscription Services, or any other failure by you, your agents or representatives, to comply with this Clause 2.8.

2.9 By registering for a Student 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 User Content or your usage of your Student Membership Account 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 Student 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 Student Membership Account or any feature or functionality within the Student Membership Account (including, but not limited to, any Subscription Services) at any time in its sole and absolute discretion without further notification.

2.11 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 Students. AlgoEd may in its sole and absolute discretion limit, deny or create different levels of access to and use of any Student Membership Account (or any features comprised therein) with respect to different Students.

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

2.13 You acknowledge that any access to your Student Membership Account and the Subscription Services including any of its features and functions 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 Student Membership Account or the Subscription Services (whether due to disruption, changes to or termination of your Student Membership Account 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 your Student Membership Account or the Subscription Services.

2.14 You acknowledge and agree that, if your Student Membership Account 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 Subscription Services available, or to terminate the Subscription Services at any time. Although AlgoEd will use reasonable efforts to notify Students of material changes to this Agreement and the Subscription Services, it is the responsibility of Students to keep themselves up to date in respect of the Terms and the Subscription Services available. AlgoEd will not be liable for any loss or damage resulting from any amendment to this Agreement or to the Subscription Services.

3. Student Responsibilities and Undertakings

For the purpose of this Agreement:-

(a) “Proprietary Rights” means:-

(i) all copyrights, Moral Rights, patents, patent applications and disclosures, trademarks, service marks, service names, logos, goodwill, get-up, trade names, internet domain names, rights in designs, database rights, semi-conductor topography rights, utility models, rights in know-how and any similar rights of intellectual property or proprietary rightsthroughout the world, whether or not filed, perfected, registered or recorded and whether now or hereafter existing, filed, issued or acquired;

(ii) all rights under licences, consents, orders, statutes or otherwise in relation to any of the rights referenced in sub-paragraph (i) above;

(iii) all rights of the same or similar effect or nature as or to those in sub-paragraphs (i) and (ii) which now or in the future may subsist;

(iv) all rights to income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto; and

(v) all rights at law or in equity to sue for past or future infringements of any of the foregoing rights.

(b) “Moral Rights” means any rights to claim authorship of or copyrights over or credit on something, to object to or prevent the modification or destruction of something, or to withdraw from circulation or control the publication or distribution of something, and any similar right, existing under judicial or statutory law of any country or subdivision thereof in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.”

3.1 As a condition to your Student Membership Account, 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 User Content.

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

(a) provide and maintain true, accurate, correct and up to date information about yourself when registering for a Student Membership Account, as well as the User Content 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 User Content, investigations conducted by AlgoEd and compliance procedures;

(d) be responsible for the truth, accuracy, correctness and use of the User Content that you provide to AlgoEd;

(e) comply with the Terms and any and all applicable laws and regulations when (i) using your Student Membership Account and (ii) submitting or uploading any User Content to AlgoEd;

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

(g) be responsible for your User Content and ensure that all User Content 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 User Content or any use or reliance thereon.

3.3 You hereby irrevocably undertake that you will not:

(a) sell, transfer, or sublicense your Student 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 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 User Content;

(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 User Content) 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 Student 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 of Our Contents or your Student Membership Account.

4. Content Ownership and License

Content Ownership. We and our licensors exclusively own all right, title and interest in and to Our Content and all associated Proprietary Rights and intellectual property rights. You acknowledge that Our Content are protected by copyright, trademark, and other laws of the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”), the United States and other foreign countries/regions. You agree not to remove, alter or obscure any copyright, trademark, service mark or other Proprietary Rights notices incorporated in or accompanying Our Content.

Your Responsibility for your User Content. You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under this Agreement. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available to us, nor any use of your User Content by us will infringe, misappropriate or violate any third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable laws, rules or regulations.

Rights in Content Granted by us. Subject to your compliance with this Agreement, we grant to you a limited, non-exclusive, non-transferable license, with no right to sublicense, to access and view Our Content (excluding your User Content) solely for your personal use, study, research or academic purposes that are non-commercial. You shall not use any of Our Content (excluding your User Content) or your Student Membership Account for any commercial purposes without our prior written consent. You agree to use Our Content and your Student Membership Account in a reasonable and legal manner in accordance with this Agreement.

5. Advertising

We may include advertisements in connection with providing our services to you. You agree to receive advertisements made available to you by us or third-party partners while you are using your Student Membership Account and the Subscription Services. Subject to our compliance with any applicable laws related to the provision of advertisements, we do not select, review or screen advertisements and are not a supplier of any of these products or services. We make no representations or warranties as to the goods or services of any advertisers, whether express or implied all of which are hereby disclaimed. You should carry out your own enquiries as to any product or service advertised via AlgoEd’s website to ascertain its quality, suitability, availability or other characteristics and verify any claims or descriptions relating thereto. Unless otherwise stipulated by applicable law, we are not liable for any of your losses or damages arising from or in connection with the transactions performed by you based on such advertisements or the content provided by the advertisers.

6. Investigation and Enforcement

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

6.2 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 User 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.

7. Termination

7.1 This Agreement is effective as of the date on which you submit the online account opening form to AlgoEd to register for a Student Membership Account.

7.2 Without prejudice and in addition to any rights and remedies at law or equity, AlgoEd may suspend or terminate your Student Membership Account, or limit or restrict your rights to access your Student Membership Account and/or the Subscription Services, 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) used your Student Membership Account or the Subscription Services or submitted or uploaded any User Content in any way that poses a security or system stability risk to AlgoEd or any third party;

(c) used your Student Membership Account or the Subscription Services or submitted or uploaded any User Content 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.

7.3 AlgoEd may also terminate this Agreement at any time and for any reason by providing you with seven (7) days prior written notice to terminate.  

7.4 If AlgoEd suspends or terminates your right to use your Student Membership Account or access to the Subscription Services, you shall remain responsible for any and all fees and charges for your Student Membership Account or the Subscription Services (if any) that you have incurred up to the date of suspension or termination (as the case may be). You will not be entitled to receive any refunds as a result of the suspension or termination.

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

(a) you will lose access to your Student Membership Account; and

(b) 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 4, 6, 7, 8, 9, 10, 11 and 12 shall survive any termination of this Agreement.

7.6 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.

8. 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 User Content you submit or upload to AlgoEd under this Agreement;

(b) None of your User Content 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 User Content submitted or uploaded to AlgoEd;

(d) You are of sound mind, at least 18 years old and of sufficient 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, or if you are not of sufficient legal age, you have obtained proper consent and permission from your parents or guardian (“Requisite Consent”) 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 User Content to AlgoEd; and

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

9. 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 User Content including, but not limited to, any alleged infringement or any Proprietary Rights or misappropriation of third party rights in respect of any of your User Content;

(b) your use of your Student Membership Account and the Subscription Services;

(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.

10. Disclaimers and Limitation of Liability

10.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE STUDENT MEMBERSHIP ACCOUNTS AND THE SUBSCRIPTION SERVICES, 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.

10.2 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 INFORMATION PROVIDED ON OR THROUGH ITS WEBSITE OR THE STUDENT MEMBERSHIP ACCOUNTS.

10.3 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.

10.4 To the maximum extent permitted under applicable law, we will not 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 this Agreement and/or your use of your Student Membership Account and/or the Subscription Services, even if we have been advised of the possibility of such damages. If to any extent our liability is not or cannot be excluded, the aggregate liability of us, our affiliates, and service providers, or any of our or their respective officers, directors, agents, joint venturers, employees or representatives, to you or any third parties in any circumstance is limited to the lessor of: (i) the actual fees paid to us by you in the preceding three (3) months; and (ii) US$100 dollars. 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, our liability will be limited to the fullest extent permitted.

11. Notice

11.1 We may provide notice to you under this Agreement by posting a notice on the AlgoEd webpage or your Student Membership Account or emailing it to your personal or student email address provided in your online submission form for registration of a Student 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.

11.2 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.

12. General

12.1 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 Student Membership Account and the Subscription Services, superseding any prior written or oral agreements in relation to the same subject matter herein.

12.2 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.

12.3 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.

12.4 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.

12.5 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.

12.6 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.

12.7 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 AlgoEd’s prior written consent.

12.8 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 Hong Kong, or similar laws and regulations of any other jurisdiction, to enforce any term of this Agreement.

12.9 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 your Student Membership Account 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.

12.10 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.