Last modified: January 4^th, 2018

• General.
  1. These terms of use are entered into by and between You and Algopix Holdings Ltd and/or Algopix Holdings US Inc. (collectively, “Algopix”, the "Company", "we" or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these "Terms"), govern your access to and use of www.algopix.com, including any content, functionality and services offered on or through www.algopix.com (the "Site"), whether as a guest or a registered user.
  2. We make no representation that the Site is appropriate or available for use in your location, and accessing and/or using the Site from territories or jurisdictions where the Site may be illegal in any way is prohibited. Those who choose to access the Site from a location where doing so is illegal or otherwise prohibited do so at their own initiative and risk.
  3. Please read these Terms carefully, before accessing and using the Site, as your use of the Site (or of any part therein), or clicking to accept or agree to the Terms when this option is made available to you, signifies your acknowledgment of these Terms and your agreement to be bound by these Terms and to comply with any and all applicable laws, rules and regulations, whether local, state, national or international. If you do not agree to these Terms, please do not use the Site. For such time as these Terms are in effect, we hereby grant you permission to visit and use the Site provided that you comply with these Terms and applicable law.
• Ability to Accept Terms. The Site is only intended for individuals aged eighteen (18) years or older. If you are under 18 years please do not visit or use the Site. By using this Site, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Site.
• Privacy. Like many other online sites, the Site applies common practices of collecting and analyzing personal information. We take the protection of your personal information seriously. Please carefully review our Privacy Policy (the "Privacy Policy") which explains how we collect and use your Personal Information (as defined in the Privacy Policy). Our Privacy Policy is hereby included in these Terms by reference and forms an integral part hereof.
• Updates to the Terms. We may modify these Terms from time to time in our sole discretion, without actual notice to you. The revised Terms shall become effective immediately upon posting. All such changes to the Terms will appear on the Site. It is your responsibility to review these Terms prior to each use of the Site. You agree that your continued use of the Site shall constitute your agreement to the new or revised Terms. You are expected to check this page from time to time when you access this Site so you are aware of any changes, as they are binding on you.
• Modification of the Site. We may change, suspend or discontinue any aspect of the Site, at any time, including the availability of any part or detail included herein, and we may add or remove any features, materials, options and applications to or from the Site at our sole discretion. We may also modify, limit, deny or impose limits on certain features, services and materials etc., or restrict your access to parts of or to the entire Site, or create different levels of use for different users, or cancel some or all of the functionality of the Site at any time and at our sole discretion, without notice or liability.
• Account. In order to use some of the services of the Site, you may have to create an account ("Account"). You agree not to create an Account for anyone else or use the account of another without their permission. When creating your Account, you must provide true, accurate, current and complete information and you are required to maintain such information as true, accurate, current and complete. You are solely responsible for the activity that occurs in your Account, and you must keep your Account password secure. You must notify Algopix immediately of any breach of security or unauthorized use of your Account. You also agree to ensure that you exit from your Account at the end of each session. As between you and Algopix, you are solely responsible and liable for the activity that occurs in connection with your Account. You may delete your account at any time. If you wish to terminate and delete your Account you may send an email request to Algopix at info@algopix.com.
• Membership. Your Algopix membership will be for the period you chose when subscribed. Your Algopix membership will continue, and renew automatically at the end of each period you subscribed for, until terminated. To use the Algopix service you must have Internet access and, except for the free trial period (if applicable), provide a current, valid, accepted method of payment, which you may update from time to time ("Payment Method"). Unless you cancel your membership before your billing date, you authorize us to charge your next period of membership fee to your Payment Method (see "Cancellation" below). You can find specific details regarding your Algopix membership by visiting the Site and clicking on the "Your Account" link available at the top of the pages of the Site under your profile name.
• Free Trials; Discounts
  • Your Algopix membership may start with a free trial. The free trial period of your membership lasts for seven (7) days, or as otherwise specified during sign-up and is intended to allow new members and certain former members to try the service.
  • Free trial eligibility is determined by Algopix at its sole discretion and we may limit eligibility to prevent free trial abuse. We reserve the right to revoke the free trial and put your account on hold in the event that we determine that you are not eligible. We may use information such as device ID, method of payment or an account email address used with an existing or recent Algopix membership to determine eligibility. For combinations with other offers, restrictions may apply.
  • We will charge your Payment Method for your chosen membership period fee at the end of the free trial period unless you cancel your membership prior to the end of the free trial period. To view the membership price and end date of your free trial period, visit the Site and click the "Billing details" link on the "Your Account" page.
  • Discount coupons, when applicable, are valid only for the first period of membership and for a maximum period of up to twelve (12) months. For avoidance of doubt, a new discount coupon must be applied for any renewed membership (whether renewed automatically or by you).
• Payment; Billing
  • Billing Cycle. The membership fee for Algopix service and any other charges you may incur in connection with your use of the service, such as taxes and possible transaction fees, will be charged on a monthly basis to your Payment Method on the calendar day corresponding to the commencement of the paying portion of your membership. In some cases your payment date may change, for example if your Payment Method has not successfully settled or if your paid membership began on a day not contained in a given month. Visit the Site and click on the "Billing details" link on the "Your Account" page to see your next payment date.
  • Payment Methods. All payments to the Company must be made United States Dollars (USD). You can change your Payment Method by visiting the Site and clicking on the "Your Account" link. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not change your Payment Method or cancel your account, we may suspend your access to the service until we have obtained a valid Payment Method. When you update your Payment Method, you authorize us to continue charging the updated Payment Method and you remain responsible for any uncollected amounts. This may result in a change to your payment dates. For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method. Local tax charges may vary depending on the Payment Method used. Check with your Payment Method service provider for details.
  • Cancellation. You can cancel or change the type of your Algopix membership at any time. We provide refunds for any partial membership periods, as applicable, relative to the portion of the subscription actually used by you. To cancel, or change the type of your membership, go to the "Your Account" page and follow the instructions for cancellation. You will receive a refund, if applicable, only once you cancel or change your membership type. If you cancel your membership, your account will automatically close at the end of your current billing period unless otherwise stated by you.
  • Changes to the Price and Service Plans. We may change our service plans and the price of our service from time to time; however, any price changes or changes to our service plans will apply to you no earlier than 7 days following postage of the new prices or plans on the Site.
• Information Description. We attempt to be as accurate as possible. However, we cannot and do not warrant that the Content (as defined below) available on the Site is accurate, complete, reliable, current, or error-free. We reserve the right to make changes in or to the Content, or any part thereof, in our sole judgment, without the requirement of giving any notice prior to or after making such changes to the Content. Your use of the Content, or any part thereof, is made solely at your own risk and responsibility.
• Intellectual Property Rights.
  1. You understand that all hardware, information and content, such as data files, written text, computer software and code, audio materials or other sounds, photographs, illustrations, logos, animations, videos or any visual materials (the "Content") which may be available to you and/or you may have access to as part of or through your use of the Site, are protected by copyrights, moral rights, patents, trademarks, privacy and publicity rights, trade secrets or other proprietary or personal rights, and are owned or controlled by either Algopix Holdings Ltd. and/or our affiliates or partners and/or by the party credited (explicitly or implicitly) as the provider of the Content (together, the "Content Owner")
  2. As you may technically have access to additional Content owned by third party Content Owners, during your use of the Site, it remains your sole responsibility to obtain any and all licenses, permissions and/or authorizations from the Content Owners which is legally required for your uses of such Content, for purposes other than those specifically described in these Terms or on the Site (together, "Content Owners Permission").
  3. These Terms permit you to use the Site for your personal, non-commercial use only. Unless explicitly permitted under these Terms and/or under the required Content Owners Permission, you may not modify, make copies of, publish, publicly display, transmit, distribute, rent, lease, loan, participate in the transfer or sale of, provide others with any portion of, reproduce, duplicate, create new or derivative works from, distribute, publicly perform, reverse engineer or display the Content and/or the Site, in whole or in part, except as follows:
     • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
     • You may store files that are automatically cached by your Web browser for display enhancement purposes.
     • You may print one copy of a reasonable number of pages of the Site for your own personal, non-commercial use and not for further reproduction, publication or distribution.
     • If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
     • If we provide social media features with certain content, you may take such actions as are enabled by such features.
       You must not delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.
       You must not access or use for any commercial purposes any part of the Site or any services or materials available through the Site.
       If you wish to make any use of material on the Site other than that set out in this section, please address your request to: info@algopix.com.
       If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Site in breach of these Terms, your right to use the Site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Site or any content on the Site is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Site not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws
  4. You acknowledge and agree that Algopix Holdings Ltd. or the Content Owners, as applicable, own all legal right, title and interest in and to the Site and the Content. You may not use any of Algopix’s or the Content Owners’ trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.
  5. You may use the Site only for lawful purposes and in accordance with these Terms. You agree not to use the Site:
     • In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
     • For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
     • To send, knowingly receive, upload, download, use or re-use any material which does not comply with the content standards set out in these Terms.
     • To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter" or "spam" or any other similar solicitation.
     • To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
     • To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Site, or which, as determined by us, may harm the Company or users of the Site or expose them to liability.
     Additionally, you agree not to:
     • Use the Site in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Site, including their ability to engage in real time activities through the Site.
     • Use any robot, spider or other automatic device, process or means to access the Site for any purpose, including monitoring or copying any of the material on the Site.
     • Use any manual process to monitor or copy any of the material on the Site or for any other unauthorized purpose without our prior written consent.
     • Use any device, software or routine that interferes with the proper working of the Site.
     • Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
     • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer or database connected to the Site.
     • Attack the Site via a denial-of-service attack or a distributed denial-of-service attack.
     • Otherwise attempt to interfere with the proper working of the Site.
  6. You grant to us and our affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Site any suggestion, enhancement request, recommendation, correction or other feedback provided by you relating to the operation of the Site.
• Third Party Service Providers. The Site may display, or contain links to, third party products, services, tools, offers and systems (together, "Third Party Services"). The inclusion, reference to, or utilization of such Third Party Services do not imply endorsement or any association with its operators. We are not responsible in any manner for these Third Party Services, including without limitation, the advertising or other materials on such Third Party Services. Under no circumstances shall we be held liable, directly or indirectly, for any loss or damages caused or alleged to have been caused by the use or purchase of, or reliance on, any Third Party Services. Any terms and policies of such Third Party Services should be carefully reviewed by you and any concerns relating to such Third Party Services should be directed to their respective site administrators. We do not control and are not responsible for Third Party Services processing of your information, or for any other policy, conduct or misconduct by Third Party Services.
• User Content.
  1. You acknowledge that you are solely responsible for any information and content, including without limitation, inventory lists, products’ demand level, sales information, suppliers’ price quotes details, text, software, scripts, graphics, photos, sounds, music, videos, interactive features, trademarks, service marks, logos, information and other materials (the "User Content") that you submit or send to us, upload, post or otherwise contributed to the Site ("Submissions"), and for the consequences if posting such Submissions.
  2. By submitting or sending any User Content to us, or through the Site, you grant us a royalty-free, unrestricted, worldwide, irrevocable, perpetual, non-exclusive and sub-licensable right and license to use such User Content in any way worldwide, including to reproduce, modify, adapt, publish, transmit, translate, distribute, create derivative works from, perform and display such materials, in whole or in part. With respect to the Submissions posted by you to the Site, you represent and warrant that: you own or otherwise control all of the rights thereto; it is true and accurate; it does not infringe any third-party rights, including intellectual property rights; you shall indemnify and hold us harmless from and against all claims relating thereto; and that you waive all rights of attribution with respect to the use of your User Content. We are not responsible in any way and assume no liability with respect to such content posted by you or any third party.
  3. We reserve the right to:
     • Remove Submissions, wholly or partly, and/or terminate your access for uploading material in violation of these Terms and Conditions at any time, without prior notice and at our sole discretion.
     • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
     • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site.

     Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY/ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER THE COMPANY/SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

     However, we do not undertake to review all material before it is posted on the Site, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

• Warranty Disclaimers; Limitation of Liability; Indemnification.
  1. Without derogating from the foregoing, this section applies whether or not the services provided under the Site are for payment.
  2. The Site may occasionally be unavailable for routine maintenance, upgrading, or other reasons. You agree that Algopix will not be held responsible for any consequences to you or any third party that may result from technical problems of the internet, slow connections, traffic congestion or overload of our or other servers.
  3. Algopix does not warrant, endorse or guarantee any content that appears on the Site and/or User Content, and does not make any representation or warranty with respect to, and disclaims all liability for, any such content.
  4. Except as expressly stated in our Privacy Policy, Algopix does not make any representations, warranties or conditions of any kind, express or implied, as to the security of any information you may provide or activities you engage in during the course of your use of the site.
  5. You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SITE LINKED TO IT.
  6. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE IS AT YOUR OWN RISK. THE SITE AND ALL INFORMATION, MATERIALS, CONTENT, PRODUCTS, SOFTWARE, AND RELATED SERVICES, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SITE. WE EXPRESSLY DISCLAIM AND EXCLUDE ALL WARRANTIES OF ANY KIND, WHETHER EXPLICIT OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AS TO THE OPERATION OF THE SITE, OR THE INFORMATION, MATERIALS, OR PRODUCTS INCLUDED ON THE SITE. WE MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, OR THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE AND FREE OF ANY VIRUSES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THEREFORE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
  7. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL WE AND OUR AFFILIATES, OFFICERS, AGENTS, MEMBERS AND EMPLOYEES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE THE SITE, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE FORESEEABLE. SOME JURISDICTIONS DO NOT ALLOW SOME OR ALL OF THE ABOVE LIMITATIONS; IN SUCH JURISDICTIONS OUR LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
  8. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY, TOGETHER WITH OUR AFFILIATED ENTITIES, EMPLOYEES, CONTRACTORS, OFFICERS, DIRECTORS, AGENTS AND REPRESENTATIVES, FOR ALL CLAIMS, DAMAGES AND LOSSES, OF ANY KIND, UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT OR OTHERWISE), ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SITE OR SUCH OTHER SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR SUCH OTHER WEBSITES, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO AN AGGREGATE OF USD$100.
  9. You agree that you are solely responsible for the use or misuse of the Site and for your breach of these Terms, including any loss or damage which Algopix or its officers, directors, agents, employees and representatives (the "Affiliates") may suffer. You agree to defend, indemnify and hold Algopix and its Affiliates harmless from any claim or demand, including, but not limited to, legal fees, made by any third party due to or arising out of your use or misuse of the Site, your connection to the Site, your violation of these Terms, a third party using your Account or your violation of any rights of another party.
• Term and Termination. These Terms are effective until terminated by Algopix. Algopix, in its sole discretion, has the right to terminate these Terms and/or your access to the Site, or any part thereof, and/or your Account immediately at any time and with or without cause (including, without any limitation, for a breach of these Terms). You understand that termination of the Site or the Account you have created with us may involve deletion of your Account information from our databases. Algopix shall not be liable to you or any third party for termination of the Site, or any part thereof, your Account or for the deletion of your Account information. If you object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Site in any way, your only recourse is to immediately discontinue use of the Site. Upon termination of these Terms, you shall cease all use of the Site. This Section and Sections regarding Your Content, Intellectual Property Rights, Privacy, Disclaimer of Warranties, Limitation of Liability, Indemnity, and Miscellaneous shall survive termination of these Terms or of the Site.
• Miscellaneous.
  1. You agree that the laws of the State of California, excluding its conflicts-of-law rules, shall govern these Terms. Please note that your use of the Site may be subject to other local, state, national, and international laws. You expressly agree that the exclusive jurisdiction for any claim or dispute with Algopix or relating in any way to your use of the Site resides solely in the competent courts in San Francisco, California.
  2. You agree to report any copyright violations and/or violations of the Terms to us as soon as you become aware of them. In the event you have a claim of copyright infringement with respect to material that is contained on the Site, please notify us as soon as possible at: info@algopix.com.
  3. If any provision of these Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. We may assign these Terms, in whole or in part, at any time with or without notice to you. You may not assign, transfer or sublicense these Terms or any or all of your rights or obligations under these Terms without our express prior written consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. This is the entire agreement between you and Algopix relating to the subject matter herein. You may not modify these Terms. These Terms will inure to the benefit of our successors, assigns and licensees. You agree to receive notices, disclosures, messages, documents, and other communications, from us, electronically (including by way of email, push notifications, text messages or other), and that such electronic communications are deemed to have been provided to you in writing.