Plug and Play Cold Chain

The website located at www.carnotfleet.com (“Website”) is published, owned and operated by Carnot Fleet Pte Ltd (registered under Unique Entity Number (UEN): 202110724C), a Singapore private limited company with its registered office at 160 Robinson Road, #14-04, Singapore, 068914 (referred to herein as “Carnot Fleet”, “we”, “us” or “our”).

APPLICATION OF TERMS TO WEBSITE AND SOFTWARE APPLICATIONS
1. These Terms are a legal agreement between you (the user of Services, as defined below) and Carnot Fleet and apply to your use of the Website and the software application(s) licensed to you by Carnot Fleet (which relate to the use of “Carnot Fleet” branded hardware sold or leased to you by Carnot Fleet, a subsidiary or affiliate company of Carnot Fleet or any third party) (collectively, the Website and the software application(s) are referred to as the “Services”). Any new features or updates added to the Services are also subject to these Terms.
2. By accepting these Terms in any way, including for example, by signing a purchase order (or similar document) which expressly incorporates these Terms or checking a tick box or button on any website or in any software application and clicking “Agree”, and/or using or continuing to use the Services and/or the Website, you agree to be legally bound by these Terms. If you do not agree to these Terms, then do not use the Services or the Website.
3. In order to use the Services, you are required to download one or more software applications (“Application(s)”) onto a device. To use such an Application, you may have to register for an administrator account (“Administrator Account”) and/or a user account (“User Account”), depending on whether you are using the Services as an administrator or a user, and provide certain information. To find out how we use your information, please refer to our Privacy Policy, which is hereby incorporated into, and forms an integral part of these Terms. Please click on this link to view our Privacy Policy:https://www.carnotfleet.com/privacy.html
CHANGES
1. We may change these Terms at any time by notifying you by email, using the Application(s) and/or by posting a notice on the Website. Unless stated otherwise, all changes take effect from the date set out in the notice. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the Services from the date on which the Terms are changed, you agree to be bound by the changed Terms.
2. We may change, suspend, discontinue, or restrict access to any part of the Services without notice or liability.
YOUR CAPACITY TO CONTRACT
1. You represent and agree: (i) if you are entering into these Terms on your own behalf, that you are at least 18 years of age; or (ii) if you are contracting on behalf of a company, or other legal entity, that you are at least 18 years of age and have the authority necessary to bind the company or other legal entity you represent to these Terms. If acting for a company or other legal entity the terms “you” and “your” in these Terms will refer to that organization.
ACCOUNT AND REGISTRATION
1. Each person or entity who uses any part of the Services on behalf of an administrator (“User(s)”) is deemed to be duly authorized by the administrator to do so at all times. In these Terms, “administrator” includes an entity or a person who has leased or purchased Carnot Fleet hardware (“Carnot Fleet Customer”), or an entity or person who provides services such as logistics services to a Carnot Fleet Customer.
2. If you are an administrator, you are responsible for all activities that occur under your Administrator Account and all User Accounts registered by all Users authorized by you.
3. You agree, whether you are an administrator or a User, to provide us with information that is, true, accurate, current and complete at all times (“Account Information”) and to maintain and promptly update the Account Information to keep it true, accurate, current and complete.
4. If any Account Information is untrue, inaccurate, not current or incomplete, or we have grounds to believe that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate the related Administrator Account and/or any or all User Accounts approved by that Administrator Account, and to refuse to provide the Services (or any portion thereof) to the relevant administrator or any User approved by the administrator.
5. If you are an administrator, you agree to report any unauthorized use of your Administrator Account or any User Account authorized by you or any other breach of security immediately. Notwithstanding whether any such report has been made or not, you agree that you are responsible for any losses arising out of any unauthorized use of your Administrator Account or any User Account authorized by you.
6. If you are a User, you also agree to report any unauthorized use of your User Account or any other breach of security immediately.
7. You agree to promptly update your contact information to ensure that messages can be sent to you. In the event that you fail to promptly update such contact information, you accept full responsibility if any messages are not delivered to you. If you are an administrator, you are fully responsible for the failure of any User authorized by you to update his or her contact information.
8. Carnot Fleet reserves the right to access your account in order to respond to your requests for technical support.
LICENSE GRANT
1. Carnot Fleet hereby grants you, subject to these Terms, a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to permit you to access and use Carnot Fleet’s Services. You may not resell, lease, sublicense, distribute, assign, transfer, display, publish or provide the Services to or allow access or use of the Services by, any third party. Except for any right expressly granted to you in these Terms, you acquire no rights in, and Carnot Fleet grants no rights with respect to, the Services. No implied licenses are granted and Carnot Fleet reserves all rights not expressly granted herein.
USER’S UNDERTAKINGS
1. You will not, and will not permit any third party to:
  - Adapt, modify or create any derivative work of, or frame, mirror, republish, copy, display, transmit or distribute any portion of the Services, except as expressly permitted by Carnot Fleet;
  - Use the Services in any manner or perform any act that interferes with or disrupts the intended performance of the Services or any hardware with which the Services are used;
  - Decompile, reconstruct, disassemble, reverse engineer or discover any source code, ideas or algorithms underlying any portion of the Services, or make any attempt to do any of the foregoing actions;
  - Remove, obscure or modify any trademarks, watermarks or proprietary notices from the Services; or
  - Use any portion of the Services or perform any act on any part of the Services in any manner not expressly permitted by Carnot Fleet.
2. You will not upload, distribute or transmit any virus, code, instruction or routine that erases data or programming or causes software or any hardware or computer system to become inoperable or incapable of being used to the full extent for which it is or was designed or intended to.
OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS
1. At all times, Carnot Fleet and its licensors retain all right, title and interest in and to
  - The Services;
  - All modifications, enhancements and derivative works thereof;
  - All related inventions, know-how, designs, methodologies, documentation, reports, and specifications;
  - All data generated from your use of the Services and analytics relating to such data;
  - All Feedback (as defined below); and
  - All intellectual property rights relating to any of the foregoing (collectively, “Carnot Fleet Intellectual Property”)
2. Certain components of the Services may include public licenses (including the Apache License 2.0). You may not use the Services except in compliance with these Terms and the Apache 2.0 License, a copy of which you may find at http://www.apache.org/licenses/LICENSE-2.0 Unless required by applicable law or agreed to in writing, software distributed under the Apache 2.0 License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License.
3. You agree to assign and do hereby assign to Carnot Fleet any and all rights you may acquire in any Carnot Fleet Intellectual Property, and not to dispute Carnot Fleet’s ownership of any Carnot Fleet Intellectual Property.
SERVICE LIMITATIONS
1. You agree that we have no obligation to support any particular version of the Application(s) for any period of time, but we may, at our absolute discretion, make available any update, upgrade, remove any features and/or implement additional features, in any manner which is, in our opinion, expedient, with or without any notice to you.
2. You acknowledge and agree that the Services are provided in part through systems which are not owned or controlled by Carnot Fleet including, but not limited to the Internet, mobile telephone carriers and GPS providers. We have no control over such third party providers and you agree we have no liability if delays, disruptions, interruptions, errors or other faults arise from the actions or omissions of third party providers which control such third party systems.
YOUR RESPONSIBILITY TO ACQUIRE SERVICES OR DEVICES TO USE THE SERVICES
1. Unless otherwise expressly agreed by Carnot Fleet, you are solely responsible for acquiring, maintaining, upgrading and if necessary, paying for, any service, software or device necessary or recommended to enable you to use the Services, including internet or mobile connectivity fees and messaging fees for push notifications or messages Carnot Fleet may send to you from time to time.
RESPONSIBILITY FOR ACTIONS OF USERS
1. If you are an administrator, you are responsible for, and shall procure, compliance by each User authorized by you with the terms and conditions set out in these Terms and you are at all times responsible for any breach of such terms and conditions by such a User, as if committed by you.
TRIAL PERIOD
1. If you are using the Services on a trial basis, you may only use the Services for the limited trial period specified by us or on the Website at the time of the commencement of your trial period, solely for the purpose of evaluating the Services. Your trial use is subject to these Terms. At the conclusion of your trial period, you will have to immediately cease all use of the Services.
USAGE DATA AND USER GENERATED CONTENT
1. All content added, uploaded, submitted, distributed, transmitted, or posted to or using the Services by any user of the Services (“User Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. By posting User Content on or using the Services, you hereby grant Carnot Fleet a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sub-licensable and transferable license to use, modify, reproduce, distribute, display, copy and publish the User Content for any reason whatsoever.
2. Carnot Fleet has the right, but not the obligation, to monitor the Services, and the User Content. You further agree that Carnot Fleet may remove or disable any User Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content), or for no reason at all.
3. You expressly acknowledge and agree that
  - We may collect, compile, store and use, and generally process aggregated and non-aggregated data and system usage information for any reason whatsoever, including to analyze, monitor, maintain and improve the Services, and to detect fraud and abuse, and
  - We own all such aforementioned data and information. For more information about our use of the data collected by the Services, please see our Privacy Policy, which form part of these Terms.
REASONABLE SECURITY MEASURES
1. Carnot Fleet uses commercially reasonable security measures to protect the Services and the data transmitted through the Services. However, we are unable guarantee that such security measures will always work or be able to repel all attacks. You acknowledge that your use of the Services is subject to security risks.
FEEDBACK
1. You may provide Carnot Fleet with feedback relating to the Services, suggestions for improvement or ideas for new features, functionalities, fixes, products or services. Such feedback, suggestions, or ideas, and any other information, reports, concepts, and know-how provided by you to us and any information captured and/or reported automatically through the Services to us (“Feedback”) are and will be the sole and exclusive property of Carnot Fleet. You hereby assign all right, title and interest worldwide in the Feedback, and the related intellectual property rights, absolutely to Carnot Fleet.
TERMINATION
1. You can stop using the Services anytime, however, you must note that you will not be able to use or operate some or all features of the Carnot Fleet branded hardware without some or all of the Services.
2. We reserve the right to suspend or end some or all of the Services at any time, with or without cause, and with or without notice.
USER REPRESENTATIONS AND WARRANTIES
1. You represent and warrant to Carnot Fleet that:
  - At all times, you, and if you are an administrator, all Users authorized by you, will access and use the Services solely in full compliance with all applicable laws and regulations in the jurisdictions in which the Services are obtained, used, or in which you reside or operate;
  - You have full capacity, power and authority to enter into these Terms;
  - You own all your User Content and/or have obtained all approvals or authorizations required to post User Content and conduct all activities relating to the use of the Services;
  - You have the authority to allow Carnot Fleet to exercise its rights hereunder, including to collect data from you in accordance with these Terms and if you are an administrator, from all Users authorized by you; and
  - Your User Content and your conduct of all activities in connection with your use of the Services, and Carnot Fleet’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s legal and/or contractual rights including trademark, copyright, right of privacy or publicity, or other personal or proprietary right, nor does your User Content contain any matter that is unlawful, threatening, abusive, harassing, defamatory, deceptive, dishonest, fraudulent or tortious.
2. You agree to comply with all codes of conduct, policies, instructions, manuals or other notices or restrictions Carnot Fleet provides or publishes in connection with the Services at any time.
DISCLAIMER OF WARRANTIES
1. Save as may be otherwise expressly or separately agreed with you under any other contract, the Services and any content, functionality, feature, software or material used or found thereon, are provided “as is” and Carnot Fleet hereby disclaims all warranties and representations in relation to the Services, including warranties of merchantability or fitness for a particular purpose, non-infringement, title, or quiet enjoyment.
2. Without limiting the scope of any other provision of these Terms, Carnot Fleet does not warrant that the Services and any content, functionality, feature, software or material used or found thereon, will be correct, operate without interruption, error-free, completely secure, or free of viruses or other harmful components, or that any defects will be corrected. The Services are subject to limitations, delays and other problems inherent in the use of the Internet, electronic communications and third party systems such as GPS services or mobile carrier networks. Carnot Fleet is not responsible for any delays, delivery failures or other damages resulting from such problems.
3. To the furthest extent permissible under any applicable law, no rights or remedies referred to in any applicable law is or will be conferred on you unless expressly granted.
4. Carnot Fleet has no obligation or liability to you if
  - You modify or attempt to modify;
  - Make changes to; and/or
  - Fail to use the Services and/or any Carnot Fleet branded hardware with which the Services are used, in compliance with all instructions or requirements communicated by Carnot Fleet or any other party, or use the Services or such hardware with third party products or services which are not compatible with the Services and/or such hardware. You are responsible for carefully reading and following all instructions in any user manual or guide provided with such hardware or the Services, and for using all such hardware or Services in accordance with commonly accepted practices.
LIMITATION OF LIABILITY
1. Under no circumstances will Carnot Fleet and/ or its suppliers or licensors be liable for any indirect, punitive, incidental, special, or consequential damages, including, without limitation, damages for loss of use, loss of data or loss of profits, arising out of or in any way connected with the Services or inability to use the Services, or for the loss of any information, materials, data or content arising out of the use of the Services or liability to use the Services, whether based on contract, tort, negligence, strict liability or otherwise, even if Carnot Fleet or any of its suppliers or licensors has been advised of the possibility of such damages.
2. Without limiting the scope of any other provision of these Terms, in no event will Carnot Fleet’s and/or its suppliers or licensors total cumulative liability for all damages, losses and causes of action (whether in contract, tort or otherwise) exceed the greater of (a) the fees paid for the Services during the six months prior to the date of the initial claim made against Carnot Fleet; or (b) one hundred Singapore Dollars.
INDEMNITY
1. You hereby agree to indemnify, hold harmless, and defend Carnot Fleet and its affiliated companies, and their respective predecessors, successors, and assigns, and all of their respective current and former officers, directors, shareholders, agents, and employees (the “Indemnified Parties”) from any and all actions, causes of action, suits, proceedings, claims, and/or demands by any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses (including without limitation, reasonable attorneys’ fees and costs)), which arise out of:
  - Your actual or alleged breach of these Terms,
  - Any negligent act or omission by you,
  - Any alleged breach by you of any applicable law, regulation or directive; or
  - Any third party claim, action, or demand related to your use of the Services or your User Content.
FORCE MAJEURE
1. Carnot Fleet is not liable for failure to perform any of its obligations hereunder if such failure is caused by an event outside its reasonable control, including but not limited to, an act of God, communications failure, network outage, Internet outage, natural disaster, war, civil disobedience, riot or act of a third party.
NO WAIVER
1. No delay or failure in exercising any right hereunder and no partial or single exercise thereof will be deemed a waiver of such right or any other rights hereunder. No consent to a breach of any term of the Terms will constitute a consent to any prior, subsequent or other breach.
SEVERABILITY
1. If any provision hereof is declared invalid by a court of competent jurisdiction, such provision will be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of these Terms will be valid and enforceable to the fullest extent permitted by applicable law.
ASSIGNMENT
1. 1Carnot Fleet may assign its rights and obligations under these Terms in whole or in part to a subsidiary, holding company, affiliate, third party or to a successor in interest as part of a corporate restructuring, reorganization, consolidation, merger, or sale of substantially all of its assets. You may not assign your rights or delegate your duties under these Terms either in whole or in part, by operation of law or otherwise, without the prior written consent of Carnot Fleet, and any attempted assignment or delegation without such consent will be void. These Terms will bind and inure to the benefit of each party’s successors and permitted assigns.
NO RIGHTS OF THIRD PARTIES
1. A person or entity who is not a party to the agreement formed between Carnot Fleet and you hereunder, shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term of these Terms.
GOVERNING LAW AND ARBITRATION
1. These Terms are governed and interpreted by and under the laws of the Republic of Singapore, without giving effect to any of its conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
2. Any dispute arising out of or in connection with these Terms shall be referred exclusively to arbitration in Singapore in accordance with the Singapore International Arbitration Act (Chapter 143A) or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this clause. The seat of arbitration shall be Singapore even where any hearing takes place in another jurisdiction.

Carnot Fleet Terms and Conditions of Service (“Terms”)