Algorithmia Terms and Conditions

LAST UPDATED 3/11/2015

These Terms and Conditions (these "Terms and Conditions"), and any other terms or agreements incorporated herein by reference, between you and Algorithmia, Inc. and any of our affiliated companies ("Algorithmia") govern your access to, use of, and participation in any Algorithmia website, product or service (including the Bounty Services (as defined below) and the services described in the Algorithmia Developer and API License Agreement), applications or software, including the Algorithmia API (collectively, the “Services”). These Terms and Conditions do not change the terms or conditions of any other written agreement you may have with Algorithmia. If you are using the Services on behalf of an entity, you represent and warrant that you are authorized to accept these Terms and Conditions on the entity’s behalf and that the entity agrees to be responsible to Algorithmia if you violate these Terms and Conditions.

THE SERVICE

Algorithmia is a marketplace for algorithms and the Services provide a platform for the use, development, and commercialization of algorithms as well as the deployment of algorithms as a service. Your right to access and use the Services is contingent upon your access and use of the Services in accordance with these Terms and Conditions.

ACCEPTANCE AND CHANGES TO THESE TERMS AND CONDITIONS

THESE TERMS AND CONDITIONS CONSTITUTE AN ENFORCEABLE LEGAL AGREEMENT BETWEEN YOU AND ALGORITHMIA. PLEASE READ THEM CAREFULLY. BEFORE YOU MAY ACCESS OR USE THE SERVICES, YOU MUST AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS, CONDITIONS AND RESTRICTIONS SET FORTH IN THESE TERMS AND CONDITIONS, ALGORITHMIA DOES NOT GRANT YOU THE RIGHT TO USE THE SERVICES.

Algorithmia reserves the right at any time to modify these Terms and Conditions and to impose new or additional terms or conditions on your use of the Services from time to time. Algorithmia will notify you of the modifications and/or new or additional terms or conditions by revising the date at the top of the Terms and Conditions and, in some case, may provide you with additional notice (such as adding a statement to the Algorithmia homepage or sending you an email notification). Such modifications and/or additional terms and conditions will become effective at the end of the 30-day period beginning when Algorithmia posts the changes via the Services (“Notice Period”). If you disagree with any changes, you must stop using the Services within the Notice Period. Your continued use of the Services after the Notice Period will be deemed acceptance of the changes. You should review these Terms and Conditions whenever you access the Services and at least every 30 days to make sure that you understand the terms, conditions, and restrictions that will apply to your use of the Services.

Notwithstanding any other provision of these Terms and Conditions, Algorithmia reserves the right to change, suspend, remove, or disable access to the Services or any content or other materials comprising a part of the Services at any time without notice. In no event will Algorithmia be liable for making these changes. Algorithmia may also impose limits on the use of or access to certain features or portions of the Services, in any case and without notice or liability.

Additional terms and conditions may apply to certain Services. When you use a Service offered by Algorithmia, you will also be subject to the guidelines, terms and agreements applicable to that particular Service (the “Service Terms”). In the event of any conflict between these Terms and Conditions and any particular Service Terms, the Service Terms will control.

REQUIREMENTS FOR USE OF THE SERVICES

No individual under the age of 13 may use the Services, provide any personal information to Algorithmia, or otherwise submit personal information through the Services. If you are 13 or older, but under the age of 18, your parent or guardian must agree to be bound by these Terms and Conditions and you may only use the Services with your parent or guardian’s consent or under your parent or guardian’s supervision.

Use of the Services requires Internet access, compatible hardware, and may also require periodic updates to your browser, hardware, and/or other software. You agree that meeting these requirements, which may also change from time to time, is your responsibility.

YOUR ACCOUNT

Certain aspects of the Services require registration. As a registered user of the Services, you will establish an account ("Account"). You may not reveal your Account information to anyone else. You are solely responsible for maintaining the confidentiality and security of your Account, and for all activities that occur on or through your Account, and you agree to immediately notify Algorithmia of any security breach of your Account. You accept all risks of unauthorized access and use relating to your use of the Services. Algorithmia reserves the right to deny, deactivate, or terminate your Account for any reason at Algorithmia’s discretion and Algorithmia shall not be responsible for any losses arising out of the unauthorized use of your Account. You may not assign or otherwise transfer your Account to any other person or entity.

You agree to provide accurate and complete information when you register with, and as you use, the Services ("Registration Data"), and you agree to update your Registration Data to keep it accurate and complete. You agree that Algorithmia may store and use the Registration Data you provide for use in maintaining and billing fees to your Account.

SPECIAL PROVISION FOR DEVELOPERS

If you develop algorithms, software or services based on or for the Services and would like to deploy algorithms and/or other software (“Software”) for the Algorithmia API, Algorithmia.com, and/or other Algorithmia products, services, applications or software, you must agree to and comply with the Algorithmia Developer and API License Agreement. The Algorithmia Developer and API License Agreement is incorporated into these Terms and Conditions by reference.

SPECIAL PROVISIONS FOR BOUNTIES

Algorithmia’s bounty services provide a platform for any user to request an algorithm that does not yet exist in the Algorithmia API (a “Bounty”). Users can either create a new bounty or vote for an existing request. If you desire to submit a request for a Bounty, you must agree to and comply with the Algorithmia Bounty Terms and Conditions. The Algorithmia Bounty Terms and Conditions are incorporated into these Terms and Conditions by reference.

PRIVACY

Please see Algorithmia’s Privacy Policy, for information regarding how Algorithmia collects, uses, and discloses information about users of the Services. The Services are subject to Algorithmia’s Privacy Policy and by using the Services, you consent to the collection, use and sharing (as set forth in Algorithmia’s Privacy Policy) of your information, including the transfer of this information to the United States and/or other countries for storage, processing and use by Algorithmia.

COMMUNICATION PREFERENCES

By using the Services, you consent to receiving electronic communications from Algorithmia relating to your Account, including email communications and/or notifications within the Services. You agree that any notice, agreements, disclosure or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You also consent to receiving certain other communications from us, including information about Algorithmia features, updates, special offers, promotions, and surveys. If you no longer wish to receive these communications, you may opt out by following the opt out instructions provided on our opt-out page located at https://algorithmia.com/optout.

LIMITED LICENSE

Subject to your compliance with these Terms and Conditions, Algorithmia hereby grants to you a personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access the Services for the sole purpose of enabling you to use the Services in the manner permitted by these Terms and Conditions. In the event that Algorithmia, in its sole discretion ,elects to provide any upgrades that replace or supplement the original Services, this license will govern any such upgrades unless any such upgrade is accompanied by a separate license, in which case the terms of the separate license will govern.

COMPLIANCE

By way of example, and not as a limitation, you agree that when using a Communication Service, you will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents; upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer; advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages; conduct or forward surveys, contests, pyramid schemes or chain letters; download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner; falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded, restrict or inhibit any other user from using and enjoying the Communication Services; violate any code of conduct or other guidelines which may be applicable for any particular Communication Service; harvest or otherwise collect information about others, including e-mail addresses, without their consent; violate any applicable laws or regulations.

USE OF SERVICES

You agree not to violate, circumvent, reverse-engineer, decompile, disassemble, or otherwise tamper with any security technology related to the Services for any reason—or to attempt or assist another person to do so. You agree not to access the Services by any means other than through software or APIs that are provided by Algorithmia for accessing the Services. You shall not access or attempt to access an Account that you are not authorized to access. Violations of system or network security may result in civil or criminal liability.

You acknowledge that, because some aspects of the Services entail the ongoing involvement of Algorithmia, if Algorithmia changes any part of or discontinues the Services, which Algorithmia may do at its election, you may not be able to use the Services to the same extent as prior to such change or discontinuation, and that Algorithmia shall have no liability to you in such case.

RESTRICTIONS

You are solely responsible for your conduct (and the conduct of anyone who uses the Services on your behalf) with respect to the Service, which you use at your own risk. Except as expressly permitted in writing by Algorithmia, you will not do, and will not permit any third party to do, any of the following:

  1. copy, adapt, hack, of reproduce the Services;
  2. rent, lease, lend, sell, transfer or sublicense the Services;
  3. modify, port, translate, or create derivative works of the Services;
  4. remove, alter, or obscure any copyright, trademark, or other proprietary rights notice or labels on or in the Services;
  5. knowingly take any action that would cause the Services or any part the Services to be placed in the public domain;
  6. use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit Algorithmia's other users from fully enjoying the Services or that could damage, disable, overburden, or impair the functioning of the Services;
  7. stalk, intimidate, threaten, harass, or cause discomfort to other users of the Services;
  8. harvest or collect information about other users of the Services without their consent;
  9. impersonate or use the Services on behalf or any person or entity or otherwise misrepresent your affiliation with a person or entity;
  10. use the Services for any illegal or unauthorized purpose or engage in, encourage, or promote any illegal activity, or any activity that violates these Terms and Conditions; or
  11. infringe or violate any of Algorithmia's rights.

If you violate (or are alleged to have violated) any of the foregoing restrictions, your right to use of the Services will immediately and automatically terminate, and you may have infringed the copyright or other rights of Algorithmia, which may subject you to prosecution and damages.

YOUR API KEY

In order to use the Algorithmia API, you must obtain appropriate API credentials (an “API Key”) via registration on Algorithmia.com. You may not reveal your API Key to anyone else and must keep your API Key secure. You are solely responsible for maintaining the confidentiality and security of your API Key, and for all activities that occur through the use of your API Key. You agree to immediately notify Algorithmia of any security breach of your API Key. You accept all risks of unauthorized use of your API Key. Algorithmia reserves the right to deny, deactivate, or terminate your API Key for any reason at Algorithmia’s discretion and Algorithmia shall not be responsible for any losses arising out of the unauthorized use of your API Key.

SECURITY

You may not use your API Key or the Services to test or undermine the security of the Services. You will not and will not attempt to (i) interfere with, modify or disable any features, functionality or security controls of the Services or Algorithmia API, (ii) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms incorporated into the Service, or (iii) reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the Services or Algorithmia API.

You are solely responsible for your conduct (and the conduct of anyone who uses your API Key to access the Services). You will comply with any limitations imposed by Algorithmia on the frequency of access and calls to and use of the Algorithmia API and/or any additional programmatic limitations on the Algorithmia API.

You will immediately report to Algorithmia any security flaws you discover in any of the Services. Algorithmia reserves the right, in its sole discretion, to determine what constitutes a security flaw. Failure to report such flaws, particularly prior to public disclosure, shall be considered a material breach of this Agreement.

MALWARE AND SPAM

You will not publish or link to malicious content or code intended to damage, disrupt, compromise, or exploit a user’s browser, device, Algorithmia account, or API Key or to compromise an individual’s privacy in any manner. You will not use the Services or Algorithmia API, and won't create Software, for the purpose of sending spam or distributing malware. Algorithmia reserves the right, in its sole discretion, to determine what constitutes spam and/or malware.

MONITORING

Algorithmia has the right, but not the obligation, to monitor your use of the Services and Algorithmia API for any reason or no reason, including to ensure your compliance with these Terms and Conditions.

PAYMENT FOR SERVICES

Certain areas and features within the Services are only made available to you on a subscription basis (the “Subscription Services”). In order to subscribe to the Subscription Services, you must provide Algorithmia (or its third-party payment processor) with a current, valid, accepted method of payment (“Payment Method”). By subscribing to the Subscription Services, you authorize Algorithmia (or its third-party payment processor) to charge you a monthly membership fee at the then current rate, and any other charges you may incur in connection with your use of the Subscription Services, to your Payment Method. Subscription fees are non-refundable and will automatically renew on a monthly basis. At the beginning of each renewal term, Algorithmia (or its third-party payment processor) will bill any subscription fee for the Subscription Services to your Payment Method. You may cancel automatic renewal of your Subscription Services at any time by following the instructions for cancellation which may be made available on the Algorithmia homepage or by sending an cancellation request email to Algorithmia at [support@algorithmia.com]. If you choose to cancel the Subscription Services, you will continue to have access to the Subscription Services through the end of the current monthly billing period.

Algorithmia reserves the right to adjust pricing for the Subscription Services in any manner and at any time and you acknowledge that the amount billed each month may vary from month to month due to promotional offers, changes in the Subscription Services, the addition of new services, and/or other reasons. Algorithmia will provide notice of any price changes to the Subscription Services (either by adding a statement to the Algorithmia homepage or sending you an email notification) and any such changes will become effective at the beginning of the next monthly billing period. If you disagree with any changes to the Subscription Services, you must cancel the Subscription Services and your failure to cancel the Subscription Services will be deemed acceptance of the changes.

SUBMISSIONS TO THE SERVICES

The Services may offer interactive features that allow you to submit materials (including links to third-party content and source code) on areas of the Services accessible and viewable by other users of the Services and the public. You agree that any use by you of such features, including any materials submitted by you, shall be your sole responsibility, shall not infringe or violate the rights of any other party or violate any laws, contribute to or encourage infringing or otherwise unlawful conduct, or otherwise be obscene, objectionable, or in poor taste. You represent and warrant that you own or have obtained all necessary rights and licenses to any materials submitted by you. You agree to provide accurate and complete information in connection with your submission of any materials on the Services. You do not transfer ownership of any such materials to Algorithmia, but you do hereby grant Algorithmia, in its capacity as the provider of the Services, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free license to use such materials in connection with the Services; provided, however, that if such materials include any FOSS, in the event of a conflict between the applicable FOSS license terms and the license terms set forth in this paragraph, the applicable FOSS license terms will control, but only to the extent required by the FOSS that you use. For purposes of these Terms and Conditions, “FOSS” means any software licensed under an Open Source Initiative Approved License, a list of which is currently available at http://opensource.org/licenses/alphabetical. Algorithmia reserves the right to not post or publish any materials, and to remove or edit any material, at any time in its sole discretion without notice or liability.

Repeat Infringer Policy. In accordance with the Digital Millennium Copyright Act (DMCA) and other Applicable Law, Algorithmia has adopted a policy of terminating, in appropriate circumstances and at Algorithmia 's discretion, users who are deemed to be repeat infringers. Algorithmia also may, at its discretion, limit access to the Services and terminate access of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Copyright Complaints. If you believe that anything on the Services infringes upon any copyright that you own or control, you may file a notification with Algorithmia ’s Designated Agent as set forth below:

Designated agent:Diego Oppenheimer
Address of designated agent:999 3rd Avenue Suite 3400 Seattle WA 98104
Telephone Number of Designated Agent:206-552-9054
Fax Number of Designated Agent:206-512-1666
Email Address of Designated Agent:copyright@algorithmia.com

Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. If you knowingly misrepresent in your notification that the material or activity is infringing, you may be liable for any damages, including costs and attorneys’ fees, incurred by Algorithmia or the alleged infringer as the result of Algorithmia relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.

Algorithmia has the right, but not the obligation, to monitor any materials submitted by you or otherwise available on the Services, to investigate any reported or apparent violation of these Terms and Conditions, and to take any action that Algorithmia in its sole discretion deems appropriate, including termination hereunder.

THIRD-PARTY MATERIALS

Certain content and services available via the Services may include materials from third parties. Algorithmia may provide links to third-party websites as a convenience to you. You agree that Algorithmia is not responsible for examining or evaluating the content or accuracy and Algorithmia does not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties. You agree that you will not use any third-party materials in a manner that would infringe or violate the rights of any other party and that Algorithmia is not in any way responsible for any such use by you.

OBJECTIONABLE MATERIAL

You understand that by using the Services, you may encounter material that you may deem to be offensive, indecent, or objectionable, and that such content may or may not be identified as having explicit material. Nevertheless, you agree to use the Services at your sole risk and Algorithmia shall have no liability to you for material that may be found to be offensive, indecent, or objectionable.

INTELLECTUAL PROPERTY

You agree that the Services, including text, graphics, logos, user interface, and the scripts and software used to implement the Services, contain proprietary information and material that is owned by Algorithmia, and is protected by applicable intellectual property and other laws, including copyright. You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the Services in compliance with these Terms and Conditions. No portion of the Services may be copied or reproduced in any form or by any means, except as expressly permitted in these Terms and Conditions. You agree not to rent, lease, loan, license, sell, distribute, modify or create derivative works based on the Services in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including by trespass or burdening network capacity.

All copyrights in and to the Services (including the compilation of content, postings, links to other Internet resources, and descriptions of those resources) and related software are owned by Algorithmia, who reserve all their rights in law and equity. THE USE OF SOFTWARE, THE ALGORITHMIA API OR ANY PART OF THE SERVICES, OTHER THAN IN ACCORDANCE WITH THESE TERMS AND CONDITIONS, IS STRICTLY PROHIBITED AND MAY INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ALGORITHMIA OR OTHER THIRD PARTIES, WHICH MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES.

Algorithmia, the Algorithmia logo, and any other Algorithmia trademarks, service marks, graphics, and logos used in connection with the Services are trademarks or registered trademarks of Algorithmia Inc. The look and feel of the Services, including all custom graphics, button icons, and scripts constitute service marks, trademarks, or trade dress of Algorithmia and may not be copied, imitated, or used (in whole or in part) without Algorithmia’s prior written consent. All other trademarks, service marks, graphics, and logos used in connection with the Services (“Third Party Trademarks”) are the property of their respective owners and the use of such Third Party Trademarks inures to the benefit of each owner. You are granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks.

Any suggestions, comments, or other feedback (collectively, “Feedback”) that you provide regarding Algorithmia or the Services will constitute Algorithmia’s confidential information. Algorithmia is free to use, disclose, reproduce, license, distribute, and exploit this Feedback as Algorithmia sees fit without obligation or restriction of any kind.

TERMINATION

If you fail, or Algorithmia suspects that you have failed, to comply with any of the provisions of these Terms and Conditions, Algorithmia, at its sole discretion, without notice to you may: (i) immediately terminate your right to access and use the Services and/or your Account, and you will remain liable for all amounts due under your Account up to and including the date of termination; and/or (ii) preclude access to the Services (or any part thereof).

DISCLAIMER OF WARRANTIES; LIMITATIONS OF LIABILITY

ALGORITHMIA DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME ALGORITHMIA MAY REMOVE THE SERVICES FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICES AT ANY TIME, WITHOUT NOTICE TO YOU.

YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ALGORITHMIA DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED OR ORAL OR WRITTEN, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT WITH RESPECT TO THESE TERMS AND CONDITIONS AND THE SERVICES, WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, ALGORITHMIA DOES NOT WARRANT, AND DISCLAIMS ALL LIABILITY FOR (A) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF THE SERVICES; (B) ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES, OR ANY USER CONTENT; (C) THE DELETION OF, OR THE FAILURE TO STORE OR TO TRANSMIT, ANY USER CONTENT AND OTHER COMMUNICATIONS MAINTAINED BY THE SERVICES; AND (D) WHETHER THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ALGORTIHMIA OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS AND CONDITIONS. YOU SHALL BE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER ALGORITHMIA, NOR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, PRINCIPALS, OR LICENSORS, SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY OF THE SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES, INCLUDING ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ALGORITHMIA EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100) OR THE AMOUNT, IF ANY, YOU PAID ALGORITHMIA, FOR ACCESS TO OR USE OF THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM GIVING RISE TO SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, ALGORITHMIA'S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

ALGORITHMIA SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICES, BUT YOU AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND ALGORITHMIA HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

INDEMNIFICATION

YOU AGREE, TO THE FULLEST EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD HARMLESS ALGORITHMIA, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, PRINCIPALS, AND LICENSORS FROM AND AGAINST ANY CLAIMS, DAMAGES, PAYMENTS, DEFICIENCIES, FINES, JUDGMENTS, SETTLEMENTS, LIABILITIES, LOSSES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES, COSTS, PENALTIES, INTEREST, AND DISBURSEMENTS) ARISING OUT OF OR RELATED TO YOUR BREACH (OR ALLEGED BREACH) OF THESE TERMS AND CONDITIONS, THE ALGORITHMIA AGREEMENTS AND POLICIES, ANY SERVICE TERMS, YOUR DEVELOPMENT AND DEPLOYMENT OF ANY SOFTWARE, YOUR USE OF THE SERVICES (OR ANY THIRD PARTY USING YOUR ACCOUNT), INCLUDING THE ALGORITHMIA API, THE BOUNTY SERVICES, ANY USER CONSENT OR FEEDBACK, OR THE VIOLATION (OR ALLEGED VIOLATION) OF THE RIGHTS OF ANY THIRD PARTY BY YOU OR ANY THIRD PARTY USING YOUR ACCOUNT.

ARBITRATION

PLEASE READ THE FOLLOWING PROVISIONS CAREFULLY BECAUSE THEY REQUIRE YOU AND ALGORITHMIA TO ARBITRATE DISPUTES AND LIMITS THE MANNER IN WHICH BOTH PARTIES CAN SEEK RELIEF.

You and Algorithmia will arbitrate any dispute, claim, or controversy arising from or related to these Terms and Conditions or the Services, except that neither you nor Algorithmia is required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. ARBITRATION PREVENTS YOU AND ALGORITHMIA FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and Algorithmia will notify each other of any dispute within 30 days of when it arises and attempt informal resolution before any demand for arbitration. Arbitration will be conducted confidentially in Seattle, Washington, by a single arbitrator in accordance with the rules of JAMS (or its successor). Except as expressly provided in these Terms and Conditions, the arbitrator has the authority to grant any remedy that would otherwise be available in court. The arbitrator will render a written opinion including findings of fact and law, and the award and determination of the arbitrator will bind the parties and will not be subject to appeal. Judgment may be entered upon the award of the arbitrator in any court of competent jurisdiction. The parties will equally share the expenses of the arbitration unless the arbitrator determines to apportion fees and expenses differently. To the fullest extent permitted by Applicable Law, WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, NO ARBITRATION OR CLAIM UNDER THESE TERMS AND CONDITIONS WILL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICES, AND NEITHER YOU NOR ALGORITHMIA WILL COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE ACTION OR PROCEEDING.

You can choose to reject this agreement to arbitrate (“opt out”) by following the opt out instructions provided on our opt-out page located at: https://algorithmia.com/optout within 30 days after the date you agree to these Terms and Conditions for the first time. The opt-out instructions must state that you do not agree to this agreement to arbitrate and must include your name, address, phone number, and email address. You must sign the opt-out instructions for it to be effective. This procedure is the only way you can opt-out of this agreement to arbitrate. If you opt-out of this agreement to arbitrate, all other parts of these Terms and Conditions will continue to apply.

VENUE; GOVERNING LAW

The state and federal courts located in King County, Washington will have exclusive jurisdiction over any suit in connection with the Services or these Terms and Conditions that is not subject to arbitration, and you and Algorithmia hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts. These Terms and Conditions and your access to or use of the Services will be governed by, construed in accordance with, and enforced under the laws of the State of Washington, without resort to its conflict of law provisions.

MISCELLANEOUS

If any part of these Terms and Conditions is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Algorithmia's failure to enforce any right or provisions in these Terms and Conditions will not constitute a waiver of such or any other provision. Algorithmia will not be responsible for failures to fulfill any obligations due to causes beyond its control.

These Terms and Conditions, and any rights granted in these Terms and Conditions, may not be transferred or assigned by you, whether voluntarily or by operation of law (including in connection with any merger, acquisition, or sale of assets) except with the express written consent of Algorithmia, and any attempted assignment in violation of this paragraph is void and of no force or effect. Algorithmia may assign, transfer or delegate any of its rights and obligations hereunder without restriction by Algorithmia. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and Conditions and neither party has any authority of any kind to bind the other in any respect. Except as otherwise expressly elsewhere in these Terms and Conditions, there will be no third party beneficiaries to these Terms and Conditions. As used in these Terms and Conditions, “including” means “including (without limitation).” The section headings of these Terms and Conditions are for reference purposes only and will not affect the meaning or interpretation of these Terms and Conditions.

The Services are operated by Algorithmia from its offices in the United States. You agree to comply with all Applicable Law that apply to your use of the Services.

Algorithmia reserves the right to take steps Algorithmia believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms and Conditions. You agree that Algorithmia has the right, without liability to you, to disclose any Registration Data and/or Account information to law enforcement authorities, government officials, and/or a third party, as Algorithmia believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms and Conditions (including Algorithmia's right to cooperate with any legal process relating to your use of the Services and/or a third-party claim that your use of the Services is unlawful and/or infringes such third party's rights).

These Terms and Conditions, along with the Algorithmia Agreements and Policies, constitute the entire agreement among the parties with respect to the subject matter hereof and supersede and merge all prior proposals, understandings, and contemporaneous communications, whether oral, written or electronic.

QUESTIONS

If you have any questions regarding these Terms and Conditions or your use of the Services, please email Algorithmia at support@Algortihmia.com.