Terms of Use For Developer Website

Effective: April 11, 2020

1. Acceptance of the Terms and Conditions.

Algorand, Inc. (herein referred to as the “Company,” “we,” “us” or “our”) provides and makes available this Developer Website (the “Website”). Any use of this Website is subject to the terms and conditions contained in this Terms of Use Agreement (the “Agreement”). Please read this Agreement carefully. By accessing, browsing, contributing to or using this Website, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not accept the terms and conditions of this Agreement, you shall not access, browse, contribute to, or otherwise use the Website.
You understand and agree that we may change this Agreement at any time without prior notice. If we do this, we will post the changes to this Agreement on this page and will indicate at the top of this page the date this Agreement was last revised. You may read a current, effective copy of this Agreement at any time by selecting the “Terms of Use” link on the Website. The revised terms and conditions will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Website or changes made for legal reasons will be effective immediately. Any use of the Website after such effective date shall constitute your acceptance of such revised terms and conditions. If any change to this Agreement is not acceptable to you, your sole remedy is to cease accessing, browsing, contributing to, or otherwise using the Website.
If you are under thirteen (13) years of age, you are not authorized to use the Website. In addition, if you are under eighteen (18) years of age, you may use the Website, only with the approval of your parent or guardian.

2.Description of the Website and Submissions.

The Website is a publishing and hosting web site that provides a forum where information related to development using the Algorand platform and other topics can be shared in a productive environment by its visitors (“Developers”). You will be responsible for all activities occurring under your username and for keeping your password secure. You shall provide Company with prompt notice in the event you suspect that your user name and password may have been compromised. The Company reserves the right to modify, suspend, or discontinue the Website with or without notice at any time.
By posting to the Website or otherwise transmitting comments, pieces, ideas, code, or other information in any form including, but not limited to, visual or audio data (collectively referred to as the “Submissions”) to us, you grant to the Company and our designees a worldwide, non-exclusive, sublicenseable, assignable, royalty-free, perpetual, irrevocable right (including moral rights) and license to use, reproduce, distribute, create derivative works based on, perform and/or display such Submissions (in whole or in part) in any media now known or hereafter developed, for any purpose whatsoever, without compensation to you or any other provider of the Submissions. You also agree to permit any other Developer to access, display, view, copy, store and reproduce such Submissions and grant such Developers a worldwide, non-exclusive, sublicenseable, assignable, royalty-free, perpetual, irrevocable right (including moral rights) and license to the Submissions for any purpose. You agree that if you exactly reproduce a materially significant portion of any Submission of any other Developer, that you will provide attribution to the other Developer as the author of such content, using whatever name the other Developer provided as the author of such Submission. You acknowledge that to the extent that you include personally identifiable information in your Submissions, we may republish such information.
Although the Company has no obligation to monitor the Submissions, you acknowledge and agree that we may do one or all of the following: (i) monitor the Submissions; (ii) alter, edit, or remove any Submission in whole or in part; or (ii) disclose any Submissions.
The posting of Submissions on the Website by Developers does not indicate any approval or endorsement by the Company of such Submissions. The Company is not responsible for, and hereby disclaims any and all liability that may arise from the Submissions or any act of accessing, browsing, contributing to or otherwise using the Website.

3. Proper Use.

You agree that you are responsible for your own use of the Website, for any Submission you make, and for any consequences thereof. You agree that you will use the Website in compliance with all applicable local, state, national, and international laws, rules and regulations, including, but not limited to, any laws regarding the transmission of technical data exported from your country of residence and all United States export control law.
To provide a forum where ideas can be shared between Developers in a productive and safe environment, you agree NOT to:

• Post any private information, or otherwise harvest, collect or disclose information, about another person without his or her express consent;
• Post any content to the Website that is unlawful, racist, hateful, libelous, defamatory, obscene, or that intentionally discriminates against or harasses particular individuals or groups;
• Post any content to the Website that infringes any third party’s intellectual property or other rights;
• Use the Website for any unlawful purpose, or transmit or otherwise make available in connection with the Website any material that would give rise to criminal or civil liability;
• Use the Website for unauthorized (in the Company’s sole discretion) advertisements, chain letters, spam, survey solicitations, junk mail or solicitations;
• Impersonate any person or entity, including any Company employees, or falsely state or otherwise misrepresent your affiliation with any person or entity;
• Imply that the Company endorses any of your statements or positions;
• Take any action that imposes an unreasonable burden on the Website’s server;
• Use any device, software, routine or other means to interfere or attempt to interfere with the proper working of the Website or any activity being conducted on the Website,
• Attempt to decipher, decompile, disassemble or reverse-engineer any of the software comprising or making up the Website; and/or
• Delete or alter any material posted by any other person or entity.

4. Third Party Content and External Links.

Some information made available on or through the Website is provided by third parties such as news services or sponsors (“Third Party Content”). The inclusion or appearance of Third-Party Content on the Website does not indicate any approval or endorsement by the Company of such Third-Party Content. The Company is not responsible for, and hereby disclaims any and all liability that may arise from Third-Party Content or the act of accessing, browsing, or otherwise using such Third Party Content.
The Website contains links to third-party web sites (“External Sites”). The content of such External Sites is developed and provided by others. These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites.
We are not responsible for the content of any External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all web sites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

5. Intellectual Property

You acknowledge that the Company owns all the materials produced by the Company for the Website including all photographs, graphics, video and audio content (collectively referred to as the “Content”). Some of the Content produced by the Company for the Website will be in the form of authored posts listing the Company at the author (“Company Authored Content”). The Company hereby grants you a worldwide, non-exclusive, sublicenseable, assignable, royalty-free, perpetual, irrevocable right (including moral rights) and license to use, reproduce, distribute, create derivative works based on, perform and/or display such Company Authored Content. You agree that if you exactly reproduce a materially significant portion of any Company Authored Content that you will provide attribution to the Company as the author of such Company Authored Content. You further agree that you will not copy, reproduce, alter, modify, or create derivative works of any Content that is not Company Authored Content.

The trademarks, service marks, and logos of the Company (the “Company Trademarks”) used and displayed on this Website are registered and unregistered trademarks or service marks of the Company. Other company, product, and service names located on the Website may be trademarks or service marks owned by third-parties (the “Third-Party Trademarks”, and, collectively with the Company Trademarks, the “Trademarks”). Nothing on this Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Website without the prior written consent of the Company specific for each such use. The Trademarks may not be used to disparage the Company or the applicable third-party, the Company’s or third-party’s products or services, or in any manner (in the Company’s sole reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless the Company approves the establishment of such a link by prior written consent. All goodwill generated from the use of any Company Trademark shall inure to the Company’s benefit.
The Company claims no ownership or control over any Submission that you post or display on or through the Website. You or a third party licensor, as appropriate, retain all patent, trademark and copyright to any Submission you submit, post or display on or through the Website and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying your Submissions on or through the Website, you grant to the Company and our designees a worldwide, non-exclusive, sublicenseable, assignable, royalty-free, perpetual, irrevocable right (including moral rights) and license to use, reproduce, distribute, create derivative works based on, perform and display such Submissions (in whole or in part) in any media now known or hereafter developed, for any purpose whatsoever, without compensation to you or any other provider of the Submissions. The Company furthermore reserves the right to alter and/or edit any Submission or refuse to accept, post, display or transmit any Submission in its sole discretion.
You represent and warrant to the Company that (i) you have full power and authority to enter into this Agreement; (ii) your Submissions are original to you or you have obtained all permissions, releases, rights or licenses required to grant the rights and assignment granted herein without obtaining any further releases or consents; (iii) your Submissions do not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, and do not contain any matter that is defamatory; and (iv) you are eighteen (18) years of age or older or if you are under eighteen (18) years of age but older than thirteen (13) years of age, you have obtained approval from your parent or guardian to use the Website.

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials on the Website hosted by the Company infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. Notices and counter notices must meet the then current statutory requirements imposed by the DMCA. Notices and counter notices with respect to the Website should be sent to the Company at:
By Mail:

Algorand
399 Boylston Street, Suite 800
Boston, MA 02116
By Email: [email protected]

6. Privacy Policy.

All information provided by you or collected by us during visits to the Website is governed by our Privacy Policy available at: https://www.algorand.com/privacy-policy, which is hereby incorporated by reference into the Terms of Use. Any information submitted or provided by you to the Website may be publicly accessible. You should take care to protect private information or information that is important to you. The Company shall not be responsible for protecting any such information and is not liable for the protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use. Please be aware that if you decide to disclose personally identifiable information on the Website, this information may become public. The Company does not control and shall not be responsible for the acts of Developers.

7. Limit of Liability and Warranty.

THE COMPANY, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “COMPANY PARTIES“) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, THE SUBMISSIONS, OR THE THIRD-PARTY CONTENT, INCLUDING BUT NOT LIMITED TO, ITS ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS. THE COMPANY PARTIES SHALL NOT BE RESPONSIBLE FOR OR SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY, OR COMPLETENESS OF ANY INFORMATION CONVEYED TO THE USER OR FOR ANY ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU ACKNOWLEDGE AND AGREE THAT YOU USE THE WEBSITE AT YOUR OWN RISK.

THE WEBSITE IS PROVIDED ON AN “AS IS”, “WHERE IS”, AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. THE COMPANY PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY PARTIES DO NOT WARRANT THAT THE WEBSITE OR ITS SERVICES WILL BE CONTINUOUS, UNINTERRUPTED OR SECURE, AND NOTIFIES YOU THAT OPERATION OF THE WEBSITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF THE COMPANY’S CONTROL. THE COMPANY PARTIES FURTHER DO NOT WARRANT THAT THE WEBSITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR THAT THE WEBSITE WILL OPERATE ERROR FREE OR THAT THIS WEBSITE OR ITS SERVER ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE WEBSITE RESULTS IN THE NEED TO SERVICE OR REPLACE EQUIPMENT OR DATA, NO COMPANY PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.

IN NO EVENT SHALL ANY COMPANY PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEBSITE WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF A COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, THE LIABILITY OF THE COMPANY PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

8. Indemnification.

You agree to defend, indemnify, and hold harmless the Company, from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access, contribution to, use or misuse of the Website. The Company shall provide notice to you of any such claim, suit or proceeding The Company reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting the Company’s defense of such matter.

9. Termination of the Agreement.

The Company reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Website or the Content, at any time and for any reason without prior notice or liability. The Company reserves the right to change, suspend, or discontinue all or any part of the Website or the Content at any time without prior notice or liability.

10. Survival.

If this Agreement is terminated, Sections 2 (Description of the Website and Submissions), 3 (Proper Use), 4 (Third-Party Content and External Links), 5 (Intellectual Property), 6 (Privacy Policy), 7 (Limit of Liability and Warranty) 8 (Indemnification) 9 (Termination of the Agreement), 10 (Developer Must Comply with Applicable Laws), and 12 (Miscellaneous) shall survive the termination of this Agreement.

11. Developer Must Comply with Applicable Laws.

This Website is administered and operated by the Company from its principal office in Boston, Massachusetts, and it is not intended to subject the Company to the law or jurisdiction of any country or territory. We make no claims concerning whether the Website may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Website from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
The United States controls the import and export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Website to countries or persons prohibited under the export control laws. By downloading the Website, you expressly agree that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Website.

12. Miscellaneous.

This Agreement is governed by the internal substantive laws of the State of Massachusetts, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the City of Boston in the State of Massachusetts. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Failure of the Company to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against the Company unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by the Company and you, this Agreement constitutes the entire Agreement between you and the Company with respect to the subject matter, and supercedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.