PLEASE SCROLL DOWN AND READ ALL OF THE FOLLOWING TERMS AND CONDITIONS CAREFULLY.
THIS AGREEMENT IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND ALPHA ORI STATING THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SMARTVOYAGER EMISSIONS MODULE SERVICE.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, PARTNERSHIP, ASSOCIATION OR OTHER ORGANIZATION OR ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” AND “YOUR” SHALL REFER TO SUCH ENTITY. BY ENTERING INTO AN ORDER OR BY USING THE SMARTVOYAGER EMISSIONS MODULE SERVICE, YOU ARE AGREEING TO ALL OF THE TERMS AND CONDITIONS STATED OF THIS AGREEMENT.
IF YOU DO NOT HAVE SUCH AUTHORITY. OR IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE PROHIBITED FROM USING THE SMARTVOYAGER EMISSIONS MODULE SERVICE.
This Agreement was last updated on June 30, 2022. Alpha Ori reserves the right to modify this Agreement at any time and for any reason, including but not limited to right to charge you fees for the Service. Alpha Ori will post the most current version of this Agreement at <https://alphaori.sg/SV-emission_module_terms> (and any successor or related location designated by Alpha Ori) and publish notice of changes to this Agreement. You are responsible for reading and complying with the updated version of this Agreement posted online at Alpha Ori’s website and your continued use of the Service after Alpha Ori publishes notice of changes to this Agreement indicates your consent to the updated version of this Agreement. If any Alpha Ori’s changes to this Agreement materially affect your rights and obligations, within thirty (30) days of Alpha Ori’s notice of changes to this Agreement, you will have the right to immediately terminate this Agreement upon notice to Alpha Ori and Alpha Ori shall refund all fees and amounts pre-paid by you for any period after the termination of this Agreement.
THE SERVICE IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ALPHA ORI HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, INTEGRATION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM LAW, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
ALPHA ORI DOES NOT GUARANTEE OR WARRANTS THAT: (I) THE SERVICE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS OR THAT ALPHA ORI WILL CORRECT ALL ERROR IN THE SERVICE; (II) YOUR DATA OR RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR ANY CONTENT PROVIDED ON OR THROUGH THE SERVICE WILL BE ACCURATE AND RELIABLE; AND (III) THE SERVICE OR RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR ANY CONTENT PROVIDED ON OR THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.
USE OF THE SERVICE AND RELIANCE THEREON IS AT YOUR SOLE RISK.
YOU ACKNOWLEDGE THAT ALPHA ORI DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. ALPHA ORI IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
You agree that Alpha Ori is not obligated to provide any maintenance and support for the Service.
IN NO EVENT SHALL ALPHA ORI BE LIABLE TO YOU, ANY USER OR ANY PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOSS OF PROFIT, REVENUE, CONTRACTS OR SAVINGS OR OTHER DAMAGES ARISING OUT OF USE OR INABILITY TO USE THE SERVICE, OR THE DELIVERY OF FAILURE TO DELIVER THE SERVICE, ANY DEFECTS IN THE SERVICE OR ANY BREACH OF THIS AGREEMENT, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, INDEMNITY OR WARRANTY (EXPRESS, IMPLIED OR OTHERWISE), TORT (INCLUDING NEGLIGENCE AND BREACH OF STATUTORY DUTY) OR ANY OTHER CAUSE OF ACTION, EVEN IF ALPHA ORI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL ALPHA ORI’S TOTAL AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE SERVICE FOR ALL DAMAGES EXCEED THE AMOUNT OF ONE THOUSAND ($1,000) DOLLARS.
You undertake to indemnify, defend and hold Alpha Ori, its authorized representatives, sub-contractors and Alpha Ori’s and their respective directors, officers, employees and agents (collectively, the “Indemnified Persons”) harmless against all actions, proceedings, lawsuits, demands, claims, losses, liabilities, damages, fines, penalties and costs and expenses of any kind, whether direct or indirect, whatsoever or howsoever arising which may be brought against the Indemnified Persons or incurred or suffered by them in connection with, arising out of, or incurred in the course of the performance of, this Agreement, including those relating to:
Service provided under this Agreement shall be provided for the Service Period unless earlier terminated in accordance with this Agreement.
You may terminate this Agreement or discontinue your use of the Service at any time with or without cause. Alpha Ori may terminate this Agreement or suspend your access to the Service at any time with or without cause. In addition, this Agreement shall terminate immediately and automatically upon any termination. Upon any such termination, all rights to access or use the Service shall end.
You acknowledge and agree that Alpha Ori has no obligation to retain Your Data and that Your Data will be irretrievably deleted, following the termination of the Service.
Alpha Ori may monitor the Service, among other things, to facilitate Alpha Ori’s operations of the Service; to detect and address threats to the functionality, security, integrity, and availability of the Service as well as any content, data, or applications in the Service; and to detect and address any illegal acts or violations of this Agreement. Any information made available to Alpha Ori, including Your Data, may also be used by Alpha Ori and its suppliers: (i) in connection with the operation and use of, and to enhance the performance of, the Service; (ii) to assist in managing and developing product and service portfolio; (iii) to help address deficiencies in product or service offerings; and (iv) for management and administrative purposes.
Alpha Ori may (i) compile statistical and other information related to the performance, operation and use of the Service, and (ii) use Your Data and any other data derived from the Service in aggregated or anonymized form (x) for security and operations management, (y) to create statistical analyses and (z) for research and development purposes, including improvements to, and new offerings of, Alpha Ori products or services (collectively, “Analyses and Uses”). Alpha Ori shall retain all intellectual property rights in Analyses and Uses.
You hereby grant Alpha Ori an exclusive, perpetual, worldwide, irrevocable, sublicensable, fully paid license and unlimited right to use and exploit any suggestion or idea for improving or modifying any of the Alpha Ori products or services communicated by you or any User to Alpha Ori, including all intellectual property rights in such feedback.
You agree that Alpha Ori and its affiliates may use your name and logo as part of Alpha Ori’s marketing efforts or in publicity, advertising, or similar activity.
By ordering or using the Service, you authorize Alpha Ori to send you (including via email and push notifications) information regarding the Service, such as notices about your use of the Service, including notices of violations of use and updates to the Service as well as promotional information and materials regarding Alpha Ori’s other products and services.
By virtue of this Agreement and use of the Service, you may have access to information that is confidential or proprietary to Alpha Ori, including but not limited to information relating the Service and Alpha Ori business (collectively, “Confidential Information”). You agree to keep all Confidential Information strictly confidential and use it solely for the purpose of, and in connection with, your business relationship with Alpha Ori, and for no other purpose. You agree to protect Confidential Information from disclosure using at least the same degree of care as you use to protect your own confidential and proprietary information but no less than reasonable care, and not disclose it to any third party without Alpha Ori’s prior written consent.
Neither this Agreement nor any of your rights, duties or interest herein, shall be assigned, transferred, pledged or hypothecated or otherwise conveyed by you without Alpha Ori’s prior written consent. Alpha Ori shall have the right to subcontract any of its obligations hereunder without your prior written consent.
This Agreement shall be governed by and interpreted in accordance with the laws of Singapore.
Any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding the existence, termination or validity thereof, shall be submitted upon the application of any party to the Singapore Chamber of Maritime Arbitration (“SCMA”) and shall be finally settled under the rules of the SCMA, which rules are deemed to be incorporated by reference into this Agreement. The seat of the arbitration shall be Singapore. The language of the arbitration shall be English. For the purposes of enforcing any award, judgment may be entered on an award by any court of competent jurisdiction.
If you have any questions regarding this Agreement, please contact your Alpha Ori contact representative or Alpha Ori Legal Department by mail at Alpha Ori Technologies Pte. Ltd., Attention: Legal, 3 Fusionopolis Way, #13-20 Symbiosis Tower Singapore 138633.