Terms & Conditions
These terms & conditions (“T&Cs”) are offered to the Customer by ChemoPower Technology Pte Ltd and its affiliates (“ChemoPower”), and govern the Customer’s use of our website or services such as the Online Chemical Analysis System (OCAS) and SmartDalton™ (collectively, “Services”), 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”), and equipment which are supplied for the provision of the ChemoPower’s Services and/or Software (collectively “Equipment”).
Please read these T&Cs carefully. By using, accessing and/or visiting the ChemoPower Sites, and/or using the Services, Software or Equipment, the Customer accept and agree to these T&Cs. If the Customer do not accept and agree to the T&Cs, the Customer should immediately stop using, accessing, and/or visiting the ChemoPower Sites. If the Customer do not accept and agree to the T&Cs, do not install or use the Software or Equipment, and the Customer may (A) return the Software and Equipment for a full refund or (B) if the Software is supplied as part of another product, the Customer may return the entire product for a full refund.
1.1. “Authorised Persons” means any ChemoPower’s contractor(s), agent(s) or supplier(s) duly authorised by ChemoPower to, on behalf of ChemoPower, carry out installation and the provisioning of the ChemoPower’s Services, Software and Equipment or any part(s) thereof in accordance with these Specific Terms and Conditions.
1.2. “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.
1.3. “Compatible Computer” means a Computer with the recommended operating system and hardware configuration as stated in the Documentation.
1.4. “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.
1.5. “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.
1.6. “Damages” means all direct and indirect liabilities, losses, damages, costs and expenses, fines and penalties including loss of profits, business or anticipated savings, or any other consequential losses, fees on a full indemnity basis and disbursements and costs of investigation, litigation, settlement, judgment and interest regardless of whether they arise in contract, tort (including negligence) or under any statute or otherwise.
1.7. “Equipment” means all equipment (including replacement equipment) supplied by ChemoPower for the provisioning of the ChemoPower’s Services, excluding equipment purchased by the Customer, but including the embedded system dongle and all peripherals supplied together with or for use together with such equipment such as power cords and adaptors, manuals and remote control units.
1.8. “Premises” means (i) the business premises where the ChemoPower’s Services are to be provided by ChemoPower or (ii) such other business premises as may be notified by the Customer in accordance with the procedures stipulated by ChemoPower from time to time and approved by ChemoPower in its sole and absolute discretion.
1.9. “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 (OCAS) and SmartDalton™; (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 the Customer 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. For each license granted, a set of Equipment will be issued to the Customer for the provision of ChemoPower’s Services and Software.
2.2. The Customer acknowledges and agrees that the ChemoPower’s Services provided shall be used only for internal use within the Premises and each Software and Equipment can only be installed on up to 2 unique Computer systems. The Customer shall not, and shall not allow any other person to, without ChemoPower’s prior written authorization, split, redirect, redistribute, access remotely, or otherwise offer or supply the ChemoPower’s Services in any manner whatsoever whether within or outside the Premises.
2.3. This Software is licensed for internal use, provided access to this Software is restricted to the Customer’s employees, contractors and other personnel that are working in a capacity that is under your control and on your behalf.
3. SERVICES PROVISION
3.1. The Customer shall allow ChemoPower or any Authorised Persons to perform any installation of Equipment as ChemoPower may deem necessary for the provision of the ChemoPower’s Services and/or Software. The Customer agrees to comply with all reasonable requirements of ChemoPower pertaining to the installation thereof, including requirements concerning the personal safety of any person or protection of any property.
3.2. The Customer is responsible for ensuring that all Customer’s equipment and systems connected to the Equipment or to which the Equipment is connected meet the minimum requirements as may be stipulated by ChemoPower and that they are compatible, can properly function and inter-operate with the ChemoPower. The Customer shall be liable for all Damages including those arising out of any Equipment failure or degradation in the performance of ChemopPower’s networks as may howsoever result from the Customer’s non-compliance with the above obligation. ChemoPower makes no warranty whatsoever regarding the ability or continued ability of any Equipment to function and/or inter-operate with any Customer equipment or system to any extent and specifically disclaims any and all such warranties or representations pertaining thereto whether express or implied. The Customer further acknowledges and accepts that unless expressly stated herein or by ChemoPower at any time, neither the ChemoPower’s Services nor the Equipment supports the use of nor is compatible with any hardware, equipment or software.
4. USE OF SERVICES AND SOFTWARE
4.1. License. Subject to your compliance with these terms and the law, the Customer may access and use the Services.
4.2. 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.
4.3. Ownership. 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.
4.4. Storage. When the Services provide storage, we recommend that the Customer continue to back up your content regularly. We may create reasonable technical limits on the Customer’s content, such as limits on file size, storage space, processing capacity, and other technical limits. We may suspend the Services until the Customer are within the storage space limit associated with the Customer’s account.
4.5. Content Files. “Content Files” means ChemoPower-provided sample files. Unless the documentation or specific license associated with the Content Files state otherwise, the Customer may use, display, modify, reproduce, and distribute any of the Content Files. However, the Customer 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 the Customer must not claim any trademark rights in the Content Files or derivative works of the Content Files.
4.6. Modification. We may modify, update, or discontinue the Services, Software (including any of their portions or features) or Equipment at any time without liability to the Customer or anyone else. However, we will make reasonable effort to notify the Customer before we make the change. We will also allow the Customer a reasonable time to download your content. If we discontinue a Service in its entirety, then we will provide the Customer with a pro rata refund for any unused fees for that Service that the Customer may have prepaid.
4.7. Upgrades. This license does not entitle the Customer to receive upgrades, updates or technical support. Such services may be purchased separately.
4.8. No Disassembly. The Customer may not disassemble, decompile or otherwise modify the Software and the Equipment without written authorization from ChemoPower, except as permitted by law. Upon request, the Customer will provide ChemoPower with reasonably detailed information regarding any permitted disassembly, decompilation or modification.
5. CUSTOMER’S CONTENT
5.1. Ownership. The Customer retain all rights and ownership of your content. We do not claim any ownership rights to the Customer’s content.
5.2. Our Access. We will only access, view, or listen to the Customer’s content in limited ways. For example, in order to perform the Services, we may need to access, view, or listen to the Customer’s 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 the Customer’s 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.
5.3. Termination of Access. The Customer may revoke this license to access the Customer’s content and terminate our rights at any time by removing the Customer’s content from the Service. However, some copies of the Customer’s content may be retained as part of our routine backups.
5.4. Feedback. The Customer have no obligation to provide us with ideas, suggestions, or proposals (“Feedback”). However, if the Customer submit Feedback to us, then the Customer 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.
6.1. ChemoPower retains the legal and beneficial ownership in and to all Equipment (excluding equipment purchased by the Customer) save as expressly otherwise stated in writing. The Customer shall not remove any marking(s), labels or logos (whether of ChemoPower or any third party) on any Equipment, including any marking(s), labels or logos which may identify such Equipment as belonging to ChemoPower.
6.2. The Customer may not disassemble or modify the Equipment without written authorization from ChemoPower, except as permitted by law. Upon request, the Customer will provide ChemoPower with reasonably detailed information regarding any permitted disassembly or modification. Failing which ChemoPower reserves the right to, without prejudice to its rights and remedies at law or in equity, collect the Equipment and charge the Customer a non-compliance fee (and in which case the Customer shall allow ChemoPower and/or any Authorised Persons reasonable access to the Premises for such purpose) in accordance with ChemoPower’s prevailing rates.
6.3. The Customer shall be responsible for providing a suitable place for the Equipment, including all necessary electrical points. The Customer shall not do anything inconsistent with ChemoPower’s ownership rights in and to the Equipment including offering the Equipment for sale, renting or creating or allowing a security interest to be created over the Equipment, parting with possession of the Equipment or removing the Equipment from the Premises, except as permitted by ChemoPower in writing or as expressly permitted under these Specific Terms and Conditions. Failing which ChemoPower reserves the right to, without prejudice to its rights and remedies at law or in equity, collect the Equipment and charge the Customer a non-compliance fee (and in which case the Customer shall allow ChemoPower and/or any Authorised Persons reasonable access to the Premises for such purpose) in accordance with ChemoPower’s prevailing rates.
6.4. The Customer will be responsible for any damage to, or loss or non-return of, the Equipment caused by any reason whatsoever, including willfulness or negligence of the Customer or any third party, acts of Force Majeure, natural disaster, fluctuations in power supply or any error or act or omission of the Customer or any third party. All repair or replacement charges, based on ChemoPower’s prevailing rates, shall be paid by the Customer.
7. ACCOUNT INFORMATION
7.1. The Customer is responsible for all activity that occurs via your account. The Customer is to notify Customer Support immediately if the Customer becomes aware of any unauthorized use of the Customer’s account. The Customer may not (a) Share your account information (except with an authorized account administrator) or (b) use another person’s account. The Customer’s account administrator may use the Customer’s account information to manage the Customer’s use and access to the Services.
8. FEES AND PAYMENT
8.1. Taxes and Third-Party Fees. The Customer 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. The Customer is to contact your financial institution with questions about fees. We may take steps to collect the fees the Customer owe us. The Customer is responsible for all related collection costs and expenses.
9. YOUR WARRANTY AND INDEMNIFICATION OBLIGATIONS
9.1. Warranty. By uploading using ChemoPower’s Services and Software, the Customer 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.
9.2. Indemnification. The Customer 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.
10. DISCLAIMERS OF WARRANTIES
10.1. 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.
10.2. We specifically disclaim any liability for any actions resulting from the Customer’s 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.
11. LIMITATION OF LIABILITY
11.1. Unless stated in the Additional Terms, we are not liable to the Customer 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.
11.2. Our total liability in any matter arising out of or related to these terms is limited to US $100 or the aggregate amount that the Customer 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.
11.3. The limitations and exclusions in this Section 9 apply to the maximum extent permitted by law.
12.1. Termination by the Customer. The Customer may stop using the Services upon the provision of 1 (one) month’s notice in writing to ChemoPower. Termination of the Customer’s account does not relieve the Customer of any obligation to pay any outstanding fees. The Customer may terminate the Services by returning all Equipment to such location as may be specified by ChemoPower and by signing such acknowledgement of service termination as may be required by ChemoPower, following which the Services and Software shall be deemed to have been terminated by the Customer. ChemoPower shall be under no obligation to remove or retrieve any Equipment. Where the Customer requests ChemoPower to remove the Equipment from the Premises and if ChemoPower accepts such request:
(a) the Customer shall allow ChemoPower and/or any Authorised Persons reasonable access to the Premises for such purpose.
(b) ChemoPower may charge the Customer a fee for such removal or retrieval; and
(c) the Services and Software shall be deemed to have been terminated by the Customer on the date that ChemoPower and/or any Authorised Person removes the Equipment from the Premises and the Customer shall be liable to pay all Service Fees calculated up to and including such date and all Termination Charges (if any).
12.2. Termination by Us. If we terminate these terms for reasons other than for cause, then we will make reasonable effort to notify the Customer at least 30 days prior to termination via the email address the Customer provide to us with instructions on how to retrieve your content. Unless stated in Additional Terms, we may, at any time, terminate the Customer’s right to use and access the Services or Software, if:
(a) the Customer breach any provision of these terms (or act in a manner that clearly shows the Customer do not intend to, or are unable to, comply with these terms);
(b) the Customer 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 the Customer 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 the Customer’s region due to change of law); or
(e) there has been an extended period of inactivity in the Customer’s free account.
12.3. Termination by Group Administrator. Group administrators for a Service such as OCAS and SmartDalton™ may terminate a user’s access to a Service at any time. If the Customer’s 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.
12.4. Upon termination of the Services for any reason, the Customer shall return all Equipment to such location as may be specified by ChemoPower, failing which ChemoPower may, without prejudice to its rights and remedies at law or in equity, either collect the Equipment and charge the Customer a collection fee (and in which case the Customer shall allow ChemoPower and/or any Authorised Persons reasonable access to the Premises for such purpose) or charge the Customer a replacement fee in accordance with ChemoPower’s prevailing rates.
12.5. Upon termination of the Services for any reason, ChemoPower shall not be obliged to restore or reconfigure the Customer’s premises, hardware, equipment and/or software and the Customer shall be responsible for reconnecting and/or reconfiguring any of its hardware, equipment and/or software after termination. If the Customer requests ChemoPower to undertake any such services, and if ChemoPower accepts such request, ChemoPower may levy, and the Customer shall pay, such charge(s) as may be determined by ChemoPower in accordance with its prevailing rates including charges for the removal of any Equipment.
12.6. Upon expiration or termination of these terms, any perpetual licenses the Customer has granted, the Customer’s 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.
13. EXPORT CONTROL LAWS
13.1. The Software, Services, content, and the Customer’s 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. The Customer agrees to comply with all the laws, restrictions, and regulations.
14. DISPUTE RESOLUTION
14.1. Process. For any concern or dispute the Customer may have, the Customer agree to first try to resolve the dispute informally by contacting us. If a dispute is not resolved within 30 days of submission, the Customer or ChemoPower must resolve any claims relating to these terms, the Services, or the Software through final and binding arbitration, except that the Customer may assert claims in small claims court if the Customer’s claims qualify.
14.2. No Class Actions. The Customer 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.
14.3. Injunctive Relief. Notwithstanding the foregoing, in the event of the Customer’s or others’ unauthorized access to or use of the Services or content in violation of these terms the Customer agree that we are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
15. COMPLIANCE WITH LICENSES
15.1. If the Customer is a business, company, or organization, then we may, no more than once every 12 months, upon seven 7 days’ prior notice to the Customer, 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 the Customer’s installation and use of any and all Software or Services is in conformity with its valid licenses from us. Additionally, the Customer 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 the Customer’s valid licenses from us within 30 days of our request. If the verification discloses a shortfall in licenses for the Software, Services or Equipment, the Customer 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 the Customer will also pay for our reasonable cost of conducting the verification.
16.1. We may modify these terms or any additional terms that apply to a Service, Software or Equipment to, for example, reflect changes to the law or changes to our Services, Software or Equipment. The Customer 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, the Customer agree to be bound by the revised terms.
17.1. Entire Agreement. These terms constitute the entire agreement between the Customer and us regarding the Customer’s use of the Services and Software and supersede any prior agreements between the Customer and us relating to the Services.
17.2. Non-Assignment. The Customer may not assign or otherwise transfer these terms or the Customer’s 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.
17.3. Severability. If a particular term is not enforceable, the unenforceability of that term will not affect any other terms.
17.4. No Waiver. Our failure to enforce or exercise any of these terms is not a waiver of that section.