Terms of service

Scope

These Terms of Service (“Terms”) govern your use of Algoworks Inc.’s (“Algoworks,” “we,” “us ” or “our”) website and any other Algoworks website or service (collectively, the “Services”) that links to these terms.

Please read these Terms carefully. By using the Services, you accept these Terms. 

Revisions

We may revise these Terms at any time. If we change the Terms in a material way, we will notify you as appropriate. By continuing to use the Services, you accept the revised Terms.  

Registration

Algoworks may allow you to may register to access certain features on the Services. In connection with your registration, we will ask you to provide certain information about yourself (“Registration Information”). You agree to provide true, accurate, current and complete Registration Information. You must update your Registration Information to keep it accurate and complete. You also agree not to impersonate any other person or entity, or to misrepresent your affiliation with another person or entity. 

When you register, you will also select a username and password (“Authentication Information”) to access the Services. You agree not to share your Authentication Information with any other person or entity. You are responsible for maintaining the confidentiality of your Authentication Information and for all activities that occur on your account. 

Authorized users

You may be authorized to designate one or more employees, contractors or agents under your control who will be able to access and use the Services on your behalf (“Authorized Users“). Each Authorized User will also be provided with Authentication Information. The acts of each Authorized User shall be deemed to be your acts. You agree that we may act on any data or input of your Authorized Users and that our actions will form a legal, valid, binding and enforceable agreement between you and us in accordance with these Terms.   

You shall remain liable to Algoworks for the conduct of your Authorized Users on the Services. In particular, you acknowledge that a breach by your Authorized User of any provision of these Terms constitutes a breach by you. Without limiting the generality of the foregoing, you shall: 

(a) retain full responsibility for performing any required assessment of the suitability, accuracy and completeness of all data submitted, whether by you or on your own behalf through your Authorized Users;

(b) provide full support to your Authorized Users, including addressing all inquiries regarding the use of the Services;

(c) provide your Authorized Users with all required instructions in connection with the Services; and

(d) be responsible for the security of your (and your Authorized Users’) use of the Services and data provided in through the Services (the “Data”), and shall take and maintain appropriate steps to ensure the security of your (and their) use of the Services and/or data.  If you believe that someone has accessed or used your account without authorization, or the account of your Authorized Users, you shall immediately terminate such person’s access to and use of the Services and contact us immediately at [email protected].

License

Algoworks hereby grants you a limited global, non-exclusive, non-sub-licensable, non-transferable, non-assignable personal right and license, to use the Services and the Data in compliance with these Terms.

Except as otherwise noted or prohibited by law, you grant Algoworks a license to reproduce, disclose, transmit, publish, broadcast or post any information that you submit through the Services with no liability or obligation to you. 

Ownership of intellectual property

The Services provide you with access to a wide variety of information, data, trademarks, trade dress, names, service marks, designs, text, images, graphics, sounds and other materials (“Content”). The Services and all Content posted thereon will be our property (or the property of our licensors) and, other than the license granted in under these Terms, you obtain no rights, including to use, modify or distribute the Content.  

Without limiting the generality of the foregoing, no Content may be downloaded or otherwise exported or re-exported to: (a) any country for which the United States maintains an embargo on such exports or (b) to a person or entity identified on lists of the U.S. Treasury Department (e.g., Specially Designated Nationals, Denied Persons or Entities) or the U.S. Commerce Department (e.g., Entity List, Table of Deny Orders), which control such exports. 

You agree that all data that tracks the use of the Services by any person of your organization and all aggregated data (i.e., data that is aggregated, compiled and analyzed alone or together with your data and all intellectual property rights in them) are our property, notwithstanding that they may be derived in part from your data and/or your use of the Services. You shall promptly notify of any actual or threatened misappropriation or use of any Content, data or intellectual property rights of which you become aware. 

Use of the services

1. Permitted uses

You acknowledge and agree that you may only access and use the Services: 

(a) in accordance with these Terms, any specific rules or usage provisions specified by us on the Services, and any other agreements governing your relationship with us; 

(b) solely as means to share and receive certain data between you and Algoworks and such data will be used only to facilitate the management of your business transactions data with Algoworks. You will be responsible for any data and/or or modification posted by you or on your behalf to the Services, and Algoworks will not bear any liability, or any obligation to monitor or maintain any supervision, with respect to such data. We may act on such transmission of any data by you or on your behalf, and any resulting transactions and other related rights and obligations shall be binding on you; 

(c) for your own internal use; 

(d) to make and retain copies of reports and records produced by the Services of your own transactions with Algoworks, for your own records. You may print one hard copy of any such report provided that you retain and comply with all copyright, other proprietary notices, and disclaimers. 

2. Prohibited uses

With respect to the Services, you also agree that you will not: 

(a) access and use the Services in any manner that violates applicable laws, rules and regulations, or for any unlawful purpose; 

(b) allow unauthorized users or third parties to access or use the Services; 

(c) attempt to gain unauthorized access to our data or systems (including any non-public areas of the Services) or engage in any activity that disrupts, diminishes the quality of, probes for vulnerability of, interferes with the performance of or impairs the functionality of, the Services (or the servers and networks that are connected to the Services); 

(d) sell, copy, duplicate, reproduce, rent, lease, loan, distribute, transfer or sublicense the Services; 

(e) decompile, reverse engineer, disassemble, modify or otherwise compromise any part of the Services; 

(f) remove any copyright, trademark, patent or other proprietary notices from the Services or take any action that that infringes upon or violates the privacy rights, trademarks, copyrights or other intellectual property rights of others; 

(g) distribute, publish, exhibit or otherwise use the Services, in any manner and for any purpose not expressly permitted under these Terms; 

(h) exploit the Services or collect any data incorporated in the Services in any automated manner through the use of bots, metaspiders, crawlers or any other automated means; 

(i) introduce any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. You shall use an industry-standard anti-virus software and commercially reasonable security measures to protect you, the Services and the Data against any the foregoing; 

(j) register as a user or enable registration of an Authorized User of the Services by providing false, inaccurate or misleading information; 

(k) post hyperlinks to commercial services or websites or send or receive any material that contains any solicitation or advertising; 

(l) transmit “junk mail,” “chain letters” “or spam” on or through the Services, nor will you use the Services to conduct “phishing” or other activities; 

(m) post, store or transmit any content that is defamatory, threatening, abusive, harassing, fraudulent, pornographic or obscene; 

(n) collect personal data about other users of the Services for commercial or any other purposes; or 

(o) access or use the Services if we have previously removed you from the Services. You agree that your access to and use of the Services may be restricted by us, including because of applicable law, and that you will abide by such restrictions.

Third party information and links

Algoworks may make available to you through the Services data and information obtained from third parties (collectively, “Third-Party Information”). We do not represent or warrant that Third-Party Information is accurate, timely or complete; and we do not warrant any results based on your use of or reliance on Third-Party Information. Third-Party Information may become outdated, and we do not commit to keeping Third-Party Information up to date. 

We may also link to third-party sites or services (“Third-Party Links”). We provide no endorsement, authorization, sponsorship or affiliation with respect to Third-Party Links, or the associated site or service, its owners or its providers. Your use of such Third-Party Links, including third-party sites’ processing of your personal information, is subject to each such site’s or service’s own policies. We encourage you to review the policies of any third-party site or service to determine whether and how to use the site or service. You agree that you will not hold Algoworks liable for any loss or damage caused by your use of or reliance on any content, products or services available on other sites or use of such Third-Party Links.

Monitoring the services

Algoworks uses a variety of measures to protect the security and safety of the Services and its users, to detect and prevent fraud, to protect or defend our legal rights or for other purposes. These measures may include monitoring your use of the Services and communications and data that you send to or through the Services, and we may use vendors for this purpose. You agree that our monitoring activities do not provide you with any cause of action or other right against Algoworks or our vendors. In no event will Algoworks or its vendors be liable to you for any costs, damages, expenses or any other liabilities incurred by you as a result of any monitoring activities.

Use of your data

Please review our Privacy Policy, which describes and explains our collection and use of your personal data in connection with the Services. 

Security

You acknowledge that no set of data security measures is completely effective against all threats, and that there is a risk that data, including e-mail, electronic and wireless communications and personal data, may be accessed by unauthorized third parties when communicated between you and Algoworks or between you and other parties.

Any fees relating to the connection to the internet and your use thereof shall be borne by you. 

Your representations and warranties

By using the Services, you represent, warrant and covenant to Algoworks that: (a) these Terms create a legal, valid and binding agreement between us and you, and you have the authority to enter into this agreement; (b) the execution, delivery and performance of these Terms does not violate any applicable law, rule or regulation; (c) you assume full responsibility for the data that you provide on or though the Services; (d) you and your Authorized Users who use the Services have all necessary authorizations to provide data on or through the Services; and (e) only you and your Authorized Users will access and use the Services.  

Disclaimers

1. YOUR USE OF THE SERVICES, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN THE SERVICES, ANY RELATED SERVICE OR SOFTWARE THAT IS PROVIDED TO YOU, IS AT YOUR SOLE RISK.  THE SERVICES, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN THEM, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  ALGOWORKS AND ITS SUPPLIERS, LICENSORS AND OTHER RELATED PARTIES, AND THEIR RESPECTIVE OFFICERS, AGENTS, REPRESENTATIVES AND EMPLOYEES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AS WELL AS ANY OTHER WARRANTY RELATED TO THE TITLE, ACCURACY, RELIABILITY, USABILITY, PERFORMANCE, COMPLETENESS, TIMELINESS OR CONTINUED AVAILABILITY OF THE SITE, OR ANY RELATED MATERIALS, DATA, SOFTWARE OR CONTENT. 

2. ALGOWORKS AND ITS OFFICERS, AGENTS, REPRESENTATIVES AND EMPLOYEES MAKE NO WARRANTY THAT: (A) OUR SERVICE ARE APPROPRIATE OR AUTHORIZED FOR USE IN THE TERRITORY FROM WHICH YOU ACCESS THEM. ACCORDINGLY YOU ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS IN ACCESSING THE SERVICES; (B) THE  SERVICES WILL MEET YOUR REQUIREMENTS, (C) MATERIALS, DATA, SOFTWARE OR CONTENT AVAILABLE FROM THE SERVICES ARE FREE OF INFECTION OR VIRUSES, “WORMS”, “TROJAN HORSES” OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES; (D) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE (INCLUDING FREE FROM UNAUTHORIZED ACCESS), PROVIDE CONTINUOUS STORAGE OR ACCESS, OR ERROR-FREE, (D) THAT THE SERVICES AND ANY RELATED DATA, INFORMATION, CONTENT OR RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE, COMPLETE, RELIABLE, CORRECT OR UPDATED; (E) THE QUALITY OF ANY PRODUCTS, SERVICES, SOFTWARE, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, AND (F) ANY ERRORS IN OUR SERVICES WILL BE CORRECTED.

3. ANY CONTENT OR INFORMATION OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR BUSINESS OR LOSS OF DATA THAT RESULTS FROM THE ACCESS, DOWNLOAD OR UPLOAD OF ANY SUCH MATERIAL OR THE USE OF THE SERVICES. 

Limitation of liability

TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, ALGOWORKS, ITS EMPLOYEES, OFFICERS, REPRESENTATIVES, SERVICE PROVIDERS, SUPPLIERS, LICENSORS AND AGENTS SHALL NOT BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH: (A) THE USE OR INABILITY TO USE THE SERVICES AND ANY INFORMATION, CONTENT OR TRANSACTIONS PROVIDED ON OR THROUGH THE SERVICES, INCLUDING THE ACCURACY, RELIABILITY, PERFORMANCE, COMPLETENESS, TIMELINESS, CONTINUED AVAILABILITY OR OTHERWISE, OF THE SERVICES OR ANY RELATED CONTENT, INFORMATION OR SOFTWARE; (B) ANY CLAIM ATTRIBUTABLE TO ANY DELAYS, ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE SERVICES OR THE CONTENT, MATERIALS, SOFTWARE, INFORMATION, PRODUCTS OR SERVICES ON OR AVAILABLE THROUGH THE SERVICES, (C) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY PRODUCTS, DATA, CONTENT, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; (F) THE DELAY OR FAILURE IN PERFORMANCE RESULTING FROM AN ACT OF FORCE MAJEURE, INCLUDING WITHOUT LIMITATION, ACTS OF GOD, NATURAL DISASTERS, PANDEMICS, COMMUNICATIONS FAILURE, GOVERNMENTAL ACTIONS, WARS, STRIKES, LABOR DISPUTES, RIOTS, SHORTAGES OF LABOR OR MATERIALS, VANDALISM, TERRORISM, NON-PERFORMANCE OF THIRD PARTIES OR ANY REASONS BEYOND THEIR REASONABLE CONTROL; (G) OUR ENFORCEMENT OF OR FAILURE TO ENFORCE THESE TERMS OR ANY TERMS OR POLICIES ASSOCIATED WITH ANY ALGOWORKS SERVICES; OR (H) ANY OTHER MATTER RELATING TO THE SERVICES, EVEN IF ALGOWORKS OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THEM. 

IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF ALGOWORKS UNDER SUCH CIRCUMSTANCES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100). 

Indemnification

You agree to indemnify, defend and hold harmless Algoworks and its underlying content and service providers, licensors and suppliers, and each of their respective subsidiaries, affiliates, officers, agents, and employees, from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, made by any third-party due to or arising out of any information, data, or content that you transmit to the Services, your use of the Services, or your violation of these Terms, or your violation of any law, rule, or regulation, or the rights of another person or entity in connection with your use of the Services. These obligations will survive any termination of your relationship with Algoworks or your use of the Services.  Algoworks reserves the right to assume the defense and control of any matter subject to indemnification by you, in which event you will reasonably cooperate with Algoworks in asserting any available defenses. 

Termination and suspension

You agree that Algoworks, in its sole discretion, may terminate or suspend your or your Authorized Users’ account, any Authentication Information, and access to the Services at any time, for any reason and without notice to you. 

Termination or suspension of your account includes but is not limited to: (a) removal of your or your Authorized Users’ access to all offerings within the Services; (b) deletion of your and/or your Authorized Users’ Registration Information and Authentication Information, files and other content associated with or inside your account (or any part thereof); (c) barring you and/or your Authorized Users from further use of the Services; and (d) termination of any license granted to you under these Terms. 

You agree that Algoworks shall not be liable to you or any third party for any termination or suspension of your account, loss of storage, any associated Registration Information, Authentication Information or other information, or access to the Services. 

Notwithstanding anything to the contrary above, in the event of any suspension or termination, all provisions of these Terms, including those relating to license rights, warranties, confidentiality or privacy obligations, proprietary rights, limitation of liability and indemnification obligations shall continue in full force and effect.

Additional terms

(a) These Terms shall be governed by the laws of New Jersey without giving effect to its choice of law principles. The parties hereby consent to the personal and exclusive jurisdiction of the courts of New Jersey.  

(b) Algoworks may assign its rights and duties under these Terms to any party at any time without notice to you. You may not assign or transfer this agreement in whole or in part or any rights deriving from it, without our prior written consent.  

(c) Notices hereunder may be transmitted by hard copy, facsimile, in electronic form on the Internet, by electronic mail or through any other electronic or digital communications system not prohibited by applicable law. 

(d) If any provision or term hereof is declared illegal, invalid or unenforceable by a court of competent jurisdiction, then that provision shall be deemed severable from the Terms, and the legality, validity and enforceability of the remainder of this agreement shall not be affected.  

(e) Neither the course of conduct and/or course of dealing between the parties nor trade practice shall act to modify any provision of this agreement. 

(f) Algoworks’s failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. 

(g) These Terms reflect the entire agreement between the parties, and supersedes all other agreements between them, with respect to its subject matter. 

(h) These Terms do not provide any third party with a remedy, claim or right of reimbursement.