AlphaCode Website Terms of Use 12 August 2016

AlphaCode Website Terms of Use

These AlphaCode Website Terms of Use apply to the use of the AlphaCode Website and the Content provided by AlphaCode. Please read these AlphaCode Website Terms of Use carefully.

All of the terms and conditions in these AlphaCode Website Terms of Use are important, but please pay special attention to the parts that are inside a box with bold writing. These parts contain information about terms and conditions that have special consequences for you.

1.Scope of the Terms
1.1Your agreement to comply with the Terms
1.1.1You must agree to these AlphaCode Website Terms of Use (the "AlphaCode Website Terms") if you want to use the AlphaCode Website or access the information and materials that are available on the AlphaCode Website (the "Content"). If you use the AlphaCode Website, we will treat this as if you have agreed to these Website Terms and you will be deemed to have agreed to these Website Terms.
1.1.2These Website Terms are a legal contract between you and us. If you do not agree to the AlphaCode Website Terms, you must immediately stop using the AlphaCode Website and the Content.
2Meanings of words and phrases in the AlphaCode Website Terms
2.1.1Specific meanings (definitions) have been given to some words and phrases in the AlphaCode Website Terms. These words and phrases start with a capital letter. The only defined words that do not always have a capital letter are the words 'you', 'we' and 'us'.
2.1.2A full list of the defined words and phrases, and also the meanings we have given them, is in paragraph 14.1. Sometimes the definitions of a word or phrase can also be found in a paragraph where we use the word or phrase (in the same way that in paragraph 2.1.1 above the phrase "AlphaCode Website Terms of Use" is defined as these "Terms"). These words and phrases that have been defined will have the same meaning wherever they are used in the AlphaCode Website Terms.
3Changes to the Terms
3.1We may, at any time, amend or impose additional terms and conditions relating to the AlphaCode Website or the Content.
3.2No notification of any change to the AlphaCode Website Terms is required. We may, however, display a notification on the AlphaCode Website indicating if we have changed the AlphaCode Website Terms. You should still review these AlphaCode Website Terms whenever you visit the AlhaCode Website to check if they have changed.
3.3If you do not agree with any changes to the AlphaCode Website Terms, you must end your use of the AlphaCode Website.
3.4In the event of conflict or inconsistency between the AlphaCode Website Terms and any other terms and conditions relating to AlphaCode, the provisions of the other terms and conditions will prevail.
4What you are allowed to do and not allowed to do
4.1.1The AlphaCode Website may only be used by you in a lawful manner and for your personal purposes and, where you are a company, for your internal purposes (the "Permitted Use").
4.1.2You must not, directly or indirectly, do any of the following things or allow anybody else to do so:
4.1.2.1perform any action that violates any of the AlphaCode Website Terms;
4.1.2.2sell, commercialise, rent or exploit the Website or the Content;
4.1.2.3perform any act which may jeopardise or interfere with the functionality or the operation of any part of the Website;
4.1.2.4use the Website for "spoofing", "hacking", "flaming", "cracking", "phishing" or "spamming" or any other activity designed or aimed at achieving purposes similar or the same as the acts listed above;
4.1.2.5perform any action which violates or infringes any intellectual property rights listed in paragraph 7 below;
4.1.2.6infringe or violate the rights of others, including patent, trademark, trade secret, copyright, privacy, publicity, or other proprietary rights;
4.1.2.7incorporate any part of the AlphaCode Website Content in any other work or publication;
4.1.2.8use technology or other means to access, index, frame, scrape, or link to the AlphaCode Website (including the Content) in a way that is not authorised by us;
4.1.2.9use Technology or other means to remove, disable, bypass, or circumvent any content protection or access control mechanisms intended to prevent the unauthorized download, streaming, capture, linking, framing, reproduction, access to, use or distribution of the Content or the AlphaCode Website;
4.1.2.10accessing the AlphaCode Website (including the Content) through any automated means, including through the use of "robots," "spiders," or "offline readers" (other than by individually performed searches on publicly accessible search engines for the sole purpose of, and solely to the extent necessary for, creating publicly available search indices - but not caches or archives - of the AlphaCode Website and excluding those search engines or indices that host, promote, or link primarily to infringing or unauthorized content);
4.1.2.11introduce any Destructive Code into the Content or the Technology used in the AlphaCode Website;
4.1.2.12damage, disable, overburden, impair, or gain unauthorized access to the Content, or the AlphaCode Website, Technology used by AlphaCode or other persons, or the AlphaCode Accounts of other users or Members;
4.1.2.13remove, modify, disable, block, obscure or otherwise impair any advertising in connection with the AlphaCode Website (including the Content);
4.1.2.14collect or process information in violation of our Privacy Policy;
4.1.2.15attempt to discover or reverse engineer the source code and other materials forming part of the Technology used to provide the AlphaCode Website or the Content; or
4.1.2.16attempt to do any of the acts listed above (all of the above are called "Prohibited Acts")
4.1.3The AlphaCode Website Terms and any restrictions on the use of the AlphaCode Service will also apply to any part of the AlphaCode Website and Content which is cached when using the AlphaCode Website
4.1.4We may use Technology and other means to monitor that you arecomplying with the AlphaCode Website Terms.
4.2We may use Technology and other means to monitor that you arecomplying with the AlphaCode Website Terms.
4.2.1To access the Content and the AlphaCode Website, you must have an Access Device, which is able to connect to the Internet and to view the Content.
4.2.2We will not be responsible for your inability to access the AlphaCode Website and Content due to limitations specific to your Access Device.
4.2.2You, at your own cost, are responsible for obtaining and maintaining:
4.2.3.1the Access Devices;
4.2.3.2adequate and reliable Internet access from a suitable service provider; and
4.2.3.3all telecommunications facilities, software, services, products and other equipment needed to access the Internet or to download the Content ("IT Facilities").
4.2.4We are not responsible for any Internet access charges, service provider charges and data usage charges. These charges must be paid by you or the owner of the Access Device.

Paragraphs 4.2.1 to 4.2.4 have important legal consequences for you. In these clauses:

  • the legal responsibilities of AlphaCode are excluded or limited;
  • you take on responsibilities and liability; and
  • any rights you have against AlphaCode are limited or excluded.

You are responsible for ensuring that your Access Device has the necessary software and capabilities to access the Content and that you have access to the necessary IT Facilities to use the AlphaCode Website. It is your responsibility to make sure that you pay all charges for IT Facilities and any data that you use. AlphaCode will not be responsible or liable for any of these charges, or if you cannot access the AlphaCode Website or watch the Content.

5Amendments and Restrictions on the Content and the AlphaCode Website
5.1We may, in our sole discretion:
5.1.1select and determine the Content that will be available on theAlphaCode Website;
5.1.2change, remove and update the Content that will be available as part of the AlphaCode Website, from time to time;
5.1.3restrict access to Content to particular users;
5.1.4make different Content available to different users; and
5.1.5choose whether to make available certain Content to any particular user or Member or at any particular time.
6We may suspend your use of the AlphaCode Website
6.1We may suspend the operation of the AlphaCode Website, or your use of the AlphaCode Website or Content, in any one or more of these circumstances:
6.1.1we need to perform maintenance on, or updates to, the AlphaCode Website, or any of the systems, software, Technology or other infrastructure that we use to provide the AlphaCode Website; or
6.1.2we have reasonable grounds to believe that the AlphaCode Website or the Content are being used negligently, fraudulently, illegally or in a way for which we have not given permission.
6.2The suspension will continue for so long as we reasonably believe is appropriate.
6.3We are not required to give you any notification of the suspension of the AlphaCode Website or your use of the AlphaCode Website or Content.
6.4Termination
6.4.1We reserve the right at any time and for any reason to terminate:
6.4.1.1the operation or availability of the AlphaCode Website or any of the Content or any part thereof; or
6.4.1.2your right to use the AlphaCode Website or any of the Content
6.4.3When we end this agreement or your rights to use the AlphaCode Website, your use of the AlphaCode Website and the Content must stop immediately.
6.5Terms which do not end
6.5.1The following terms and conditions will remain in force after your right to use the AlphaCode Website has been terminated:
6.5.1.1terms and conditions where our liabilities or responsibilities are excluded or limited, including amounts which you can claim from us;
6.5.1.2terms and conditions where the rights you have against us are limited or excluded;
6.5.1.3terms and conditions where you take on responsibility for certain losses or damages that may happen; and
6.5.1.4the definitions and interpretation clauses of the AlphaCode Website Terms.
7Intellectual property
7.1The Content made available to you through the AlphaCode Website is owned by, or licensed to, us and is protected by laws, including intellectual property law.
7.2You must not use the AlphaCode Website or the Content in any way that constitutes a violation of any law (including intellectual property law), or an infringement of our rights (including the Intellectual Property Rights), the rights of our licensors or any third party.
7.3You must not reproduce, modify, copy, perform, transmit or commercially exploit the Content in any manner whatsoever and no Content may be redistributed or copied from that Access Device.
7.4All Intellectual Property Rights, including all rights, title and interest in and to the AlphaCode Website and Content, of whatsoever nature existing now and in the future, remain our absolute property and that of our licensors.
7.5You will not, at any time, acquire any rights, title, ownership or interest, including any Intellectual Property Rights, in or to the AlphaCode Website or the Content other than those rights expressly granted to you in the AlphaCode Website Terms.
7.6Where any of the Content has been licensed to us or belongs to any third party, your rights of use will also be subject to any terms and conditions which that licensor or third party imposes from time to time and you agree to comply with such third party terms and conditions.
8Disclaimer, exclusion of warranties, limitation of liability and indemnity
8.1.1As far as the law allows, the AlphaCode Website and Content are provided on an "as is" basis and without any representation or warranty whatsoever, whether express, implied or statutory (including any implied warranties of reliability, fitness for any particular purpose, or exclusion of errors or inaccuracies).
8.1.2As far as the law allows, we make no representations and give no warranties that the AlphaCode Website and Content:
8.1.2.1will be tailored to meet your personal requirements or expectations;
8.1.2.2will be available and accessible at all times;
8.1.2.3will be uninterrupted, error free, secure, or free from Destructive Code.
8.2The Content is not, and must not, be construed or treated as any form of investment advice or recommendation, guidance or proposal of a financial nature or the rendering of any intermediary service as contemplated in the Financial Advisory and Intermediary Services Act, 2002 (the "FAIS Act") and in respect of which a Financial Services Provider ("FSP") license is required. The AlphaCode Representatives are not necessarily authorised FSPs and the Content must not be treated or construed as constituting the marketing or advertising of financial services on the part of the AlphaCode Representatives. Any advice, or Materials given to you does not necessarily represent the views of the AlphaCode Representatives.will be uninterrupted, error free, secure, or free from Destructive Code.

Paragraphs 8.1 and 8.2 have important legal consequences for you. In this paragraph:

  • the legal responsibilities and liabilities of AlphaCode are excluded or limited;
  • any rights you have against AlphaCode are limited or excluded; and
  • you take on the responsibility and risk.

There are things that may go wrong when you use the AlphaCode Website, AlphaCode will not be responsible or liable for anything that goes wrong. You use the AlphaCode Website and Content knowing and accepting that things can go wrong and there are risks. We make no promises that the Content or AlphaCode Website will always be available or that the AlphaCode Website or Content will not be interrupted, free from errors or free from viruses or that the AlphaCode Website or Content is suited for your particular needs.

None of the Content can be considered financial advice or investment advice. The Content cannot be relied upon to be true or accurate. As such should you suffer losses for relying on this Content you will not be able to hold the AlphaCode Representatives liable. You will not be able to take action against us if you suffer losses or damages in these circumstances.

8.3Limits to our liability
8.3.1As far as the law allows, the AlphaCode Representatives will not be responsible to you and they disclaim all liability for any loss, liability, injury or damage (whether direct, indirect, incidental, special, punitive or consequential) whatsoever resulting from:
8.3.1.1errors, mistakes, defects or inaccuracies of the Content or the AlphaCode Website;
8.3.1.2the unavailability of the AlphaCode Website or the Website Content for any reason;
8.3.1.3any Destructive Code contained in, or which may be transmitted to or through, the AlphaCode Website or the Content, irrespective whether the above is based on warranty, contract, delict or any other legal theory, and whether or not we have been advised of the possibility of such loss, liability, injury or damage.

Paragraph 8.3 has important legal consequences for you and must be read carefully. In this paragraph:

  • the legal responsibilities and liabilities are limited or excluded;
  • the rights or remedies you may have against AlphaCode are limited or excluded; and
  • rights and remedies that you may have against AlphaCode for harm, losses or damages that might happen, are excluded.

There are things that may go wrong when using the Internet. AlphaCode is not responsible or liable for anything that goes wrong, including what is listed in paragraph 8.3.1 above. You use the AlphaCode Website knowing and accepting that these things can go wrong and that there are risks. You will not be able to take action against AlphaCode if you suffer a loss or damages in these circumstances.

8.4Indemnity
8.4.1As far as the law allows, you indemnify the AlphaCode Representatives and agree to hold the AlphaCode Representatives harmless against any loss, liability, costs, and damages which they may suffer as a result of:
8.4.1.1any of the events or circumstances referred to in paragraph 8.3.1;
8.4.1.2you infringing or misusing any persons rights, including Intellectual Property Rights in relation to the AlphaCode Website or Content;
8.4.1.3you performing a Prohibited Act; or
8.4.1.4any deliberate or unlawful act that you commit or a failure to act.

Paragraph 8.4 is important and must be read carefully. It:

  • limits or excludes AlphaCode's legal responsibilities and liability;
  • limits or excludes the legal responsibilities and liability of various persons or entities;
  • places legal responsibilities and liabilities and risks on you.

In certain instances AlphaCode or other persons or entities may have claims for damage caused by you, for example, when you infringe the Intellectual Property Rights of others, perform a Prohibited Act as stated in paragraph 4 or any other unlawful act or failure to act. You agree to take on responsibility and liability for losses and damages AlphaCode or others persons or entities may suffer, as far as the law allows us to pass this responsibility and liability on to you. You will not be able to take action against AlphaCode if you suffer losses or damages in these circumstances.

9Direct marketing communications
9.1We may send you notices and communications from time to time about marketing offers, newsletters or other recommendations or information which we may think will be relevant or interesting to you.
9.2You may unsubscribe from these communications at any time, by following the unsubscribe link in the communication.
9.3You can also contact us at infor@alphacode.club for assistance in unsubscribing from marketing communications.
10.1The AlphaCode Website may contain references or links to other web sites ("Other Web Sites") and to the products, opinions or services of third parties. These references or links are not intended to be, and should not be interpreted as an endorsement, recommendation, or affiliation to these Other Web Sites or the opinions, products, services of third parties. Your use of Other Web Sites or the products or services of third parties will be entirely at your own risk.
10.2To the fullest extent allowed by law, the Authorised Representatives are not responsible to you for any loss, liability, expense, claim, penalty or damage, whether direct, indirect, special or consequential, arising from or related to the reliance on, use or attempted use of Other Web Sites or the opinions, products or services of third parties.
10.3You may not make (and you may not allow any third party to make) any reference to us, the AlphaCode Website or the Content, whether by way of a link or otherwise, where the reference could in any way be interpreted as an endorsement, affiliation, or recommendation by us in relation to you or a third party, or of your services, products, opinions or conduct or those of a third party.

Paragraph 10 has important legal consequences for you. It:

  • excludes or limits AlphaCode's legal responsibilities, including the amounts you can claim from AlphaCode;
  • limits or excludes any rights you have against AlphaCode; and
  • places legal responsibilities and liabilities and risks on you.

AlphaCode is not liable if you suffer losses or damages when visiting another third party website by following a link to that web site from the AlphaCode Website. You accept that there may be risks when you use such third party websites, and you do so at your own risk.

11.The ECT Act
11.1Variation of certain deeming provisions in the ECT Act
11.1.1By registering on the AlphaCode Website and clicking that you accept the AlphaCode Website Terms you agree that the AlphaCode Website Terms create a binding agreement between us and you, even though the AlphaCode Website Terms are wholly or partly in the form of a data message. You agree specifically that:
11.1.1.1the agreement will be treated as if it was concluded at our physical address on the date on which you registered on the AlphaCode Website;
11.1.1.2any data message sent by either you or us to the other will be deemed to have been sent from our physical address if neither your usual place of business nor residence is located within South Africa;
11.1.1.3subject to the further provisions of the AlphaCode Website Terms, any communication sent to you by an information system programmed to operate automatically on our behalf will be a data message attributable to, or authorised by us;
11.1.1.4subject to the further provision of the AlphaCode Website Terms, a data message sent by you to us will only be treated as having been received by us when an acknowledgement of receipt is sent by us personally or a person who had authority to act on our behalf in respect of that data message, but not this shall not include an automated response; and
11.1.1.5the AlphaCode Website Terms will be interpreted and implemented in accordance with the laws of South Africa and you agree to the jurisdiction of the courts of South Africa.
12Consumer Protection Act, ECT Act and other laws
12.1If the AlphaCode Website Terms (or any contract governed by the AlphaCode Website Terms) or the AlphaCode Website provided are regulated by or subject to the Consumer Protection Act, the ECT Act or other laws, it is not intended that any provision of the AlphaCode Website Terms contravenes any provision of the Consumer Protection Act, the ECT Act or such other laws. Therefore all provisions of the AlphaCode Website Terms must be treated as being qualified, to the extent necessary, to ensure that the provisions of the Consumer Protection Act, the ECT Act and such other laws are complied with.
12.2No provision of the AlphaCode Website Terms (or any contract governed by the AlphaCode Website Terms):
12.2.1does or purports to limit or exempt us from any liability (including, without limitation, for any loss directly or indirectly attributable to our gross negligence or wilful default or that of any other person acting for or controlled by us) to the extent that the law does not allow such a limitation or exemption;
12.2.2requires you to assume risk or liability for the kind of liability or loss, to the extent that the law does not allow such an assumption of risk or liability; or
12.2.3limits or excludes any warranties or obligations which are implied into the AlphaCode Website Terms (or any contract governed by the AlphaCode Website Terms) by the Consumer Protection Act (to the extent applicable), the ECT Act (to the extent applicable), or other applicable laws or which we give under the Consumer Protection Act (to the extent applicable), the ECT Act (to the extent applicable), or other applicable laws, to the extent that the law does not allow them to be limited or excluded.
13Miscellaneous provisions
13.1Assignment
13.1.1The AlphaCode Website Terms, and any rights, obligations and licenses granted hereunder, may not be transferred, ceded, delegated or assigned by you.
13.1.2We may, at any time, transfer, delegate or assign any or all of our rights and obligations under the AlphaCode Website Terms. We do not need to obtain your consent or inform you if we do any of these things.
13.2.1The Terms and the relationship between us shall be governed by the laws of the Republic of South Africa.
13.3Miscellaneous
13.3.1Our failure to exercise or enforce any right or provision of the AlphaCode Website Terms shall not constitute a waiver of such right or provision.
13.3.2If any provision of the Terms is found by a court of competent jurisdiction to be invalid or inapplicable, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions.
13.3.3Each provision of the AlphaCode Website Terms, and each part of any provision, is removable and detachable from the others. As far as the law allows, if any provision of the AlphaCode Website Terms, or part of a provision, becomes unenforceable, illegal or invalid, it must be treated as if it was not included in the AlphaCode Website Terms. The rest of the AlphaCode Website Terms will still be valid and enforceable.
14Definitions and interpretation
14.1Definitions
14.1.1"Access Devices" means the devices that are capable of using, or enabled to use, the AlphaCode Website including, but not limited to, Internet-connected mobile devices, computers, tablets;
14.1.2"AlphaCode Website" means the website which is accessible at the URL:http://www.AlphaCode.club or any other URL used by us;
14.1.3"AlphaCode Representatives" means, individually and collectively, us and our associated companies and affiliate companies, and our directors, officers, employees, service providers and agents, and those of our associated companies, or affiliate companies;
14.1.4"Consumer Protection Act" means the Consumer Protection Act 68 of 2008, as may be amended from time to time;
14.1.5"Content" means and information or Materials which we make available on the AlphaCode Website;
14.1.6"Destructive Code" means any "viruses", "trojan horses", computer code, malware, instructions, devices or other materials designed to disrupt, disable, harm or otherwise impede in any manner the operation of any Device, Technology, services, data, storage media, programs, equipment or communications, or otherwise interfere with operations thereof;
14.1.7"ECT Act" means the Electronic Communications and Transactions Act 25 of 2002, as may be amended from time to time;
14.1.8"Intellectual Property Rights" means all intellectual property rights of whatsoever nature anywhere in the world, including (without limitation) copyright and related rights, patents, patent rights, designs, design rights, invention rights, database rights, know-how, confidential information, trade secrets, trade marks, trade names, domain names and service marks, goodwill and the right to sue for unfair competition, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world, and including all rights to recover damages for the breach, infringement, or misappropriation of any such intellectual property rights;
14.1.9"Prohibited Act" means the acts set out in paragraph 4.1.2;
14.1.10"Privacy Policy" means the privacy policy available at www.AlphaCode.club/privacy-policy;
14.1.11"Materials" means all products, goods, software, software documentation, documentation, literature, materials, tools, data, information, databases, modules, components, compilations of data, policies, procedures, techniques, models, configurations, protocols, routines, interfaces, reports, plans, notes, files, diagrams, manuals, templates, schematics, correspondence, designs, circuit designs, algorithms, specifications, records, equipment, hardware, servers, computers, platforms, computer code, derivative works, works of authorship and intellectual property, and irrespective of the form and format of the foregoing and whether tangible or intangible;
14.1.12"Member" means a person who registers to use the AlphaCode Service;
14.1.13"Technology" means any software, systems, applications, platforms, devices, technology and the like, of any kind and in whatever form;
14.1.14"Territory" means the Republic of South Africa;
14.1.15"Terms" means the general terms of use for the AlphaCode Website available at http://www.AlphaCode.club/website-terms;
14.1.16"we", "our", "us" means AlphaCode (Proprietary) Limited with its physical address at 3rd Floor, 2 Merchant Place, Cnr Fredman Dr / Rivonia Rd, Sandton, 2196. For purposes of clauses 4, 7, 8 and 9 references to "we", "our" or "us" also includes the AlphaCode Representatives;
14.1.17"you" and "your" means a person who wishes to use the AlphaCode Website, or who agrees to the AlphaCode Website Terms, or who registers to use the AlphaCode Website.
14.2Interpretation
14.2.1References to the singular includes the plural and vice versa;
14.2.2Clause headings are for convenience and not to be used in interpreting the AlphaCode Website Terms
14.2.3Words in any particular gender include the other genders (male, female and neutral). Reference to a neutral gender (for example 'they' or 'it') include all genders.
14.2.4The word ‘including’ or 'include' or 'includes' must not be interpreted as limited to the list following the word or excluding other items from a list following the word. The word:
14.2.4.1The word ‘including’ or 'include' or 'includes' must not be interpreted as limited to the list following the word or excluding other items from a list following the word. The word:
14.2.4.2'include' means 'include but is not limited to'; and
14.2.4.3'includes' means 'includes but is not limited to'.
14.2.5Where any number of days is given, those days are counted to exclude the first day but include the last day.
14.2.6There are boxes with bold writing that appear below various paragraphs in the AlphaCode Website Terms. They are only intended to bring your attention to important parts of this Agreement and to explain the fact, nature and effect of those parts. These boxes with bold writing are aids to understanding only and are not terms or conditions themselves. They do not limit the meaning or application of the AlphaCode Website Terms. The parts of the AlphaCode Website Terms discussed in the boxes do not apply only to the situations and facts given in the examples or situations described in the boxes, or to similar examples or situations.