These terms & conditions (“T&Cs”) are offered to you by ChemoPower Technology Pte Ltd and its affiliates (“ChemoPower”), and govern your use of our website or services such as the Online Chemical Analysis System (OCASTM) and SmartDaltonTM (collectively, “Services”) and software that we include as part of the Services, including any applications, Content Files (defined below), scripts, instruction sets, and any related documentation (collectively “Software”).
Please read these T&Cs carefully. By using, accessing and/or visiting the ChemoPower Sites, and/or using the Services or Software, you accept and agree to these T&Cs. If you do not accept and agree to the T&Cs, you should immediately stop using, accessing, and/or visiting the ChemoPower Sites. If you do not accept and agree to the T&Cs, do not install or use the Software, and you may (A) return the software for a full refund or (B) if the software is supplied as part of another product, you may return the entire product for a full refund.
1. DEFINITIONS
1.1 “ChemoPower” means ChemoPower Technology Pte Ltd, a Singapore-registered company having its registered address at 20 Science Park Road, TeleTech Park, Science Park II, #02-25 Singapore 117674.
1.2 “Compatible Computer” means a Computer with the recommended operating system and hardware configuration as stated in the Documentation.
1.3 “Computer” means a virtual or physical device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions, including without limitation desktop computers, laptops, tablets, mobile devices, telecommunication devices, Internet-connected devices, and hardware products capable of operating a wide variety of productivity, entertainment, or other software applications.
1.4 “Customer” means you and any legal entity that obtained the Software and on whose behalf it is used; for example, and as applicable, your employer.
1.5 “Software” means (a) all of the information with which this agreement is provided, including but not limited to: (i) all software files and other computer information; (ii) any proprietary scripting logic embedded within exported file formats or used in the Online Chemical Analysis System (OCASTM) and SmartDaltonTM; (iii) related explanatory written materials and files (“Documentation”); and (v) any modified versions and copies of, and upgrades, updates, and additions to, such information, provided to Customer by ChemoPower at any time, to the extent not provided under separate terms (collectively, “Updates”).
2. LICENSE GRANT
2.1 ChemoPower grants you a non-exclusive, non-transferable license to (a) use the Software for internal purposes in accordance with these License Terms and the documentation provided with the Software or (b) to distribute the Software for non-commercial purposes only and only bundled as part of, and for the sole purpose of running, products supplied by you. This Software is licensed for internal concurrent or network use, provided access to this Software and any copies is restricted to your employees, contractors and other personnel that are working in a capacity that is under your control and on your behalf.
3. USE OF SERVICE AND SOFTWARE
3.1 License. Subject to your compliance with these terms and the law, you may access and use the Services.
3.2 ChemoPower Intellectual Property.We (and our licensors) remain the sole owner of all right, title, and interest in the Services and Software. We reserve all rights not granted under these terms.
3.3 The Software and all copies thereof are owned and copyrighted by ChemoPower. ChemoPower retains all right, title and interest in the Software. ChemoPower and its third party suppliers may protect their rights in the Software in the event of any violation of these License Terms.
3.4 When the Services provide storage, we recommend that you continue to back up your content regularly. We may create reasonable technical limits on your content, such as limits on file size, storage space, processing capacity, and other technical limits. We may suspend the Services until you are within the storage space limit associated with your account.
3.5 Content Files. “Content Files”means ChemoPower-provided sample files. Unless the documentation or specific license associated with the Content Files state otherwise, you may use, display, modify, reproduce, and distribute any of the Content Files. However, you may not distribute the Content Files on a stand-alone basis (i.e., in circumstances in which the Content Files constitute the primary value of the product being distributed), and you must not claim any trademark rights in the Content Files or derivative works of the Content Files.
3.6 Modification. We may modify, update, or discontinue the Services, Software (including any of their portions or features) at any time without liability to you or anyone else. However, we will make reasonable effort to notify you before we make the change. We will also allow you a reasonable time to download your content. If we discontinue a Service in its entirety, then we will provide you with a pro rata refund for any unused fees for that Service that you may have prepaid.
3.7 Upgrades. This license does not entitle you to receive upgrades, updates or technical support. Such services may be purchased separately.
3.8 No Disassembly. You may not disassemble, decompile or otherwise modify the Software without written authorization from ChemoPower, except as permitted by law. Upon request, you will provide ChemoPower with reasonably detailed information regarding any permitted disassembly, decompilation or modification.
4. YOUR CONTENT
4.1 You retain all rights and ownership of your content. We do not claim any ownership rights to your content.
4.2 Our Access. We will only access, view, or listen to your content in limited ways. For example, in order to perform the Services, we may need to access, view, or listen to your content to (a) respond to support requests; (b) detect, prevent, or otherwise address fraud, security, unlawful, or technical issues; and (c) enforce these terms. Our automated systems may analyze your content using techniques such as machine learning. This analysis might occur as the content is sent, received, or when it is stored. From this analysis, we are able to improve the Services.
4.3 Termination of Access. You may revoke this license to access your content and terminate our rights at any time by removing your content from the Service. However, some copies of your content may be retained as part of our routine backups.
4.4 Feedback. You have no obligation to provide us with ideas, suggestions, or proposals (“Feedback”). However, if you submit Feedback to us, then you grant us a non-exclusive, worldwide, royalty-free license that is sub-licensable and transferrable, to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, and publicly perform the Feedback.
5. ACCOUNT INFORMATION
5.1 You are responsible for all activity that occurs via your account. Please notify Customer Support immediately if you become aware of any unauthorized use of your account. You may not (a) Share your account information (except with an authorized account administrator) or (b) use another person’s account. Your account administrator may use your account information to manage your use and access to the Services.
6. FEES AND PAYMENT
6.1 Taxes and Third-Party Fees. You must pay any applicable taxes, and any applicable third-party fee (including, for example NIST License fee, telephone toll charges, mobile carrier fees, ISP charges, data plan charges, credit card fees, foreign exchange fees, foreign transaction fees). We are not responsible for these fees. Please contact your financial institution with questions about fees. We may take steps to collect the fees you owe us. You are responsible for all related collection costs and expenses.
7. YOUR WARRANTY AND INDEMNIFICATION OBLIGATIONS
7.1 By uploading using ChemoPower’s Services and Software, you agree that you have: (a) all necessary licenses and permissions, to use your content and (b) the rights necessary to grant the licenses in these terms.
7.2 Indemnification. You will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to your content, your use of the Services or Software, or your violation of these terms.
8. DISCLAIMERS OF WARRANTIES
8.1 Unless stated in the Additional Terms, the Services and Software are provided “AS-IS.” To the maximum extent permitted by law, we disclaim all warranties express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. We make no commitments about the content within the Services. We further disclaim any warranty that (a) the Services or Software will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results that may be obtained from the use of the Services or Software will be effective, accurate, or reliable; (c) the quality of the Services or Software will meet your expectations; or that (d) any errors or defects in the Services or Software will be corrected.
8.2 We specifically disclaim any liability for any actions resulting from your use of any Services or Software. You may use and access the Services or Software at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the use and access of any Service or Software.
9. LIMITATION OF LIABILITY
9.1 Unless stated in the Additional Terms, we are not liable to you or anyone else for: (a) any loss of use, data, goodwill, or profits, whether or not foreseeable; and (b) any special, incidental, indirect, consequential, or punitive damages whatsoever (even if we have been advised of the possibility of these damages), including those (i) resulting from loss of use, data, or profits, whether or not foreseeable, (ii) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or (iii) arising from any other claim arising out of or in connection with your use of or access to the Services or Software. Nothing in these terms limits or excludes our liability for gross negligence, for our (or our employees’) intentional misconduct, or for death or personal injury.
9.2 Our total liability in any matter arising out of or related to these terms is limited to US $100 or the aggregate amount that you paid for access to the Service and Software during the three-month period preceding the event giving rise to the liability, whichever is lower. This limitation will apply even if we have been advised of the possibility of the liability exceeding the amount and notwithstanding any failure of essential purpose of any limited remedy.
9.3 The limitations and exclusions in this Section 9 apply to the maximum extent permitted by law.
10. TERMINATION
10.1 Termination by You. You may stop using the Services at any time. Termination of your account does not relieve you of any obligation to pay any outstanding fees.
10.2 Termination by Us. If we terminate these terms for reasons other than for cause, then we will make reasonable effort to notify you at least 30 days prior to termination via the email address you provide to us with instructions on how to retrieve your content. Unless stated in Additional Terms, we may, at any time, terminate your right to use and access the Services or Software, if:
(a) you breach any provision of these terms (or act in a manner that clearly shows you do not intend to, or are unable to, comply with these terms);
(b) you fail to make the timely payment of fees for the Software or the Services, if any;
(c) we are required to do so by law (for example, where the provision of the Services or Software to you is, or becomes, unlawful);
(d) we elect to discontinue the Services or Software, in whole or in part, (such as if it becomes impractical for us to continue offering Services in your region due to change of law); or
(e) there has been an extended period of inactivity in your free account.
10.3 Termination by Group Administrator. Group administrators for a Service such as OCASTM and SmartDaltonTM may terminate a user’s access to a Service at any time. If your group administrator terminates your access, then you may no longer be able to access content that you or other users of the group have shared on a shared workspace within that Service.
10.4 Survival. Upon expiration or termination of these terms, any perpetual licenses you have granted, your indemnification obligations, our warranty disclaimers or limitations of liabilities, and dispute resolution provisions stated in these terms will survive. Upon the expiration or termination of the Services, some or all of the Software may cease to operate without prior notice.
11. EXPORT CONTROL LAWS
11.1 The Software, Services, content, and your use of the Software, Services, and content, are subject to Singapore and international laws, restrictions, and regulations that may govern the import, export, and use of the Software, Services, and content. You agree to comply with all the laws, restrictions, and regulations.
12. DISPUTE RESOLUTION
12.1 For any concern or dispute you may have, you agree to first try to resolve the dispute informally by contacting us. If a dispute is not resolved within 30 days of submission, you or ChemoPower must resolve any claims relating to these terms, the Services, or the Software through final and binding arbitration, except that you may assert claims in small claims court if your claims qualify.
12.2 No Class Actions. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.
12.3 Injunctive Relief. Notwithstanding the foregoing, in the event of your or others’ unauthorized access to or use of the Services or content in violation of these terms you agree that we are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
13. COMPLIANCE WITH LICENSES
13.1 If you are a business, company, or organization, then we may, no more than once every 12 months, upon seven 7 days’ prior notice to you, appoint our personnel or an independent third party auditor who is obliged to maintain confidentiality to inspect (including manual inspection, electronic methods, or both) your records, systems, and facilities to verify that your installation and use of any and all Software or Services is in conformity with its valid licenses from us. Additionally, you will provide us with all records and information requested by us in order to verify that its installation and use of any and all Software and Services is in conformity with your valid licenses from us within 30 days of our request. If the verification discloses a shortfall in licenses for the Software or Services, you will immediately acquire any necessary licenses, subscriptions, and any applicable back maintenance and support. If the underpaid fees exceed 5% of the value of the payable license fees, then you will also pay for our reasonable cost of conducting the verification.
14. MODIFICATION
14.1 We may modify these terms or any additional terms that apply to a Service or Software to, for example, reflect changes to the law or changes to our Services or Software. You should look at the terms regularly. We will post notice of modifications to these terms on ChemoPower’s webpage. We will post notice of modified additional terms in the applicable Service or Software. By continuing to use or access the Services or Software after the revisions come into effect, you agree to be bound by the revised terms.
15. MISCELLANEOUS
15.1 Entire Agreement. These terms constitute the entire agreement between you and us regarding your use of the Services and Software and supersede any prior agreements between you and us relating to the Services.
15.2 Non-Assignment. You may not assign or otherwise transfer these terms or your rights and obligations under these terms, in whole or in part, without our written consent and any such attempt will be void. We may transfer our rights under these terms to a third party.
15.3 Severability. If a particular term is not enforceable, the unenforceability of that term will not affect any other terms.
15.4 No Waiver.Our failure to enforce or exercise any of these terms is not a waiver of that section.