Please Read These License Terms Carefully
The licence terms (“Terms”) in this End-User Licence Agreement (“Agreement”) apply to your access and use of ecoMax/harmoniX, a software developed by and owned by Chord X Pte. Ltd. as described below. By clicking on the “accept” button below or proceeding to use ecoMax/harmoniX you agree to these Terms. You must be at least 18 years old to accept these terms.
Who We Are, What We Provide, And What This Agreement Does
We, Magellan X Pte. Ltd. (Registration No. 201912961E) or its subsidiary Chord X Pte. Ltd. (Registration No. 201928385D), with registered address at 11 North Buona Vista Drive, #15-07, The Metropolis, Singapore 138589 (“MGX Entity” or “We”), license you to use the Software subject to these Terms.
ecoMax/harmoniX is a software which analyses equipment and optimizes operational and maintenance practices for maritime vessels (“Software”).
The Software include related online or electronic documentation (“Documentation”) and services as pre-installed on the Devices that you connect to via ecoMax/harmoniX and the content we provide to you through it (“Service”)
The Software, Documentation and Service are collectively referred to as “the Product” under these Terms.
You may access the Product through a mobile device, desktop computer, or other technology, which we refer to here as a “Device”.
Your use of the Product is pursuant to a licence agreement (“Client Agreement”) which MGX Entity has entered into with your employer or the owner or manager of the vessel in which the Product is deployed for use (“Our Client”) and termination of the Client Agreement will result in termination of your access and use of the Product.
The Terms in this Agreement set out the licence terms and conditions which govern your access and use of the Product.
How You May Use The Product
In return for your agreement to comply with these Terms you may:
- use the Software for the purposes of accessing the Service through the Device;
- use any Documentation to support your permitted use of the Product; and
- receive and use any free supplementary software code or update of the SOFTWARE incorporating “patches” and corrections of errors as we may provide to you.
MGX Entity will provide you or your company with a username and password (“Security Information”) which you must use to access and use the Product. Unauthorised use of the Product, including, but not limited to, unauthorised entry or attempted entry, misuse of passwords, misuse of any information available in or through the Product, or illegal conduct, is strictly prohibited.
You are not to share your Security Information with unauthorised personnel within your company and with third parties and shall be responsible for maintaining the confidentiality of your Security Information.
You are solely responsible for all transactions, communications, and acts or omissions that occur through the use of the Security Information by you or any person or entity using the Security Information, where such access or use has been made possible through unauthorised sharing of Security Information by you.
If you believe that someone has use your Security Information to access and use the Product without proper authorisation, please contact us immediately.
Under data protection legislation, we are required to provide you with certain information about who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in https://magellanx.co/ecomax-terms-conditions/ and it is important that you read that information.
Please be aware that internet transmissions are never completely private or secure and that any message or information you send using the Product or any Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
We Collect Data About Your Usage
The Product will make use of data about your usage of the software sent from your Device for purposes of improving the features and functionalities of the Software. You consent to our transmission, collection, retention, maintenance, processing and use of your data to provide our services and improve our products and services.
Use of De-Identified Data
MGX Entity will (i) use, analyse and process your collected usage data, (ii) aggregate your usage data with other user usage data, for the purpose of improving the Product, creating new features, conducting research and developing new products and services, including reports based on analytics associated with the Product, provided always that your usage data has been anonymized and de-identified such that the data or aggregated data will not enable other users to identify you.
MGX Entity’s use and retention of de-identified user usage data for the uses and purposes stated, may extend beyond the termination of your account with us.
The Product provides guidance in equipment optimization onboard maritime vessels. You are required to use your own judgment and common sense in its use and operation.
Should you provide feedback such as questions, comments, suggestions, or the like regarding the Product, including responding to the accuracy of alerts generated by the Software, (“Feedback”), such Feedback shall be deemed to be non-confidential and MGX Entity shall have no obligation of any kind with respect to such Feedback and shall be free to reproduce and use such Feedback for purposes of improving the Product and developing other products and services.
Support For the Product and How to Tell Us About Problems
Support. If you want to learn more about the Product or the Service or have any feedback or concerns, please email us at firstname.lastname@example.org.
How we will communicate with you. If we have to contact you, we will do so by email using the contact details you or your company have provided to us.
You May Not Transfer The Product to Someone Else
We are granting you personally the right to use the Product and the Service as set out above. You may not otherwise transfer the Product or the Service to someone else.
Changes To These Terms
We may need to change these Terms for various reasons, including to reflect changes in law or best practice or to deal with additional features which we introduce.
The latest version of the Terms will be available when you log in to your Device. To log in and use the Device, you must accept the new Terms.
If you do not accept the notified changes you will not be permitted to continue to use the Product.
Update To The Product and Changes To The Service
From time to time we may automatically update the Product and change the Service to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively, we may ask you to update the Product for these reasons.
If you choose not to install such updates, you may not be able to continue using the Product.
You agree that you will:
- not rent, lease, sub-license, loan, provide, or otherwise make available, the Product or the Service in any form, in whole or in part to any person without prior written consent from us;
- not copy the Product, Documentation or the Service, except as part of the normal use of the Product or where it is necessary for the purpose of back-up or operational security;
- not translate, merge, adapt, vary, alter or modify, the whole or any part of the Product, Documentation or the Service nor permit the Product or the Service or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the Product and the Service on Devices as permitted in these terms;
- not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Product or the Service nor attempt to do any such things, except to the extent that (by virtue of section 39A of the Copyright Act (Chapter 63)), such actions cannot be prohibited because they are necessary to decompile the Product to obtain the information necessary to create an independent program that can be operated with the Product or with another program (“Permitted Objective”), and provided that the information obtained by you during such activities:
- is not disclosed or communicated without MGX Entity’s prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and
- is not used to create any software that is substantially similar in its expression to the Product;
- is kept secure; and
- is used only for the Permitted Objective;
- comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Product or any Service.
Acceptable Use Restrictions
- not use the Product, the Equipment or the Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Product or any operating system;
- use a reasonable degree of care to maintain and protect the Device. In the event of loss, damage, theft, or destruction of the Device while it is in your possession or control or that of your agents, you may be liable for any actual reasonable costs of repair or replacement, where such loss, damage, theft or destruction is caused by your negligence or misuse.
- not infringe our intellectual property rights or those of any third party in relation to your use of the Product, including by the submission of any material (to the extent that such use is not licensed by these terms);
- not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Product;
- not use the Product in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
- not collect or harvest any information or data from the Product or our systems or attempt to decipher any transmissions to or from the servers running the Service.
Intellectual Property Rights
All intellectual property rights in the Product are licensed to you. You have no intellectual property rights in, or to, the Product other than the right to use them in accordance with these terms.
Our Responsibility For Loss or Damage Suffered By You
To the extent permitted by applicable law, the following disclaimers and exclusion or limitation of liability provisions apply to you:
MGX ENTITY PROVIDES THE PRODUCT FOR USE ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WARRANTIES OF FREEDOM FROM ERRORS OR DEFECTS, OR ANY WARRANTIES OF SECURITY AGAINST DATA BREACHES OR INTRUSIONS.
WHILE MGX ENTITY HAS MADE EVERY ATTEMPT TO ENSURE THAT THE INFORMATION CONTAINED IN THE PRODUCT IS ACCURATE AND UP TO DATE, MGX ENTITY IS NOT RESPONSIBLE OR LIABLE FOR ANY ERRORS, INACCURACIES OR OMISSIONS, MISUSE OR CONVERSION OF ANY DATA OR INFORMATION CONTAINED IN, OR DERIVED FROM THE PRODUCT, OR FROM THE RESULTS OBTAINED FROM THE USE OF ANY DATA OR INFORMATION.
MGX ENTITY DOES NOT WARRANT THAT THE PRODUCT, THE SOFTWARE OR THE DATA CONTAINED THEREIN WILL MEET USER’S REQUIREMENTS, THAT OPERATION OF THE SOFTWARE OR AVAILABILITY OF DATA WILL BE UNINTERRUPTED, OR THAT THE SOFTWARE OR DATA IS WITHOUT ERROR.
MGX ENTITY AND/OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL NOT BE LIABLE FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE ON THE INFORMATION IN THE PRODUCT OR FOR ANY LOSS, DAMAGE OR CLAIMS OF WHATSOEVER NATURE (INCLUDING WITHOUT LIMITATION INDIRECT, SPECIAL, INCIDENTAL AND CONSEQUENTIAL DAMAGES) ARISING OUT OF ACCESS TO OR USE OF THE PRODUCT, EVEN IF EXPRESSLY ADVISED OF THE POSSIBILITY OF ANY LOSS, DAMAGE OR CLAIMS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
WE DO NOT EXCLUDE OR LIMIT IN ANY WAY OUR LIABILITY TO YOU WHERE IT WOULD BE UNLAWFUL TO DO SO. THIS INCLUDES LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS OR FOR FRAUD OR FRAUDULENT MISREPRESENTATION.WE ARE NOT RESPONSIBLE FOR EVENTS OUTSIDE OUR CONTROL. IF OUR PROVISION OR SUPPORT FOR THE PRODUCT IS DELAYED BY AN EVENT OUTSIDE OUR CONTROL, WE WILL TAKE STEPS TO MINIMISE THE EFFECT OF THE DELAY. PROVIDED WE DO THIS, WE WILL NOT BE LIABLE FOR DELAYS CAUSED BY THE EVENT.
We May Terminate Your Rights to Use the Product If You Do Not Comply To These Terms
We may end your rights to use the Product if you violate any of these Terms or at any time if our Client Agreement has terminated.
If we end your rights to use the Product:
- You must stop all activities authorised by these terms, including your use of the Product.
- We may remotely disable the Product and cease providing you with access to the Product.
- We may continue to retain and use your de-identified data for improvement of the Product and other MGX Entity products and services.
We May Transfer This Agreement to Someone Else
We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the Agreement.
You Need Our Consent to Transfer Your Rights to Someone Else
You may only transfer your rights or your obligations under these terms to another person if we agree in writing.
No Rights For Third Parties
This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 2001 to enforce any term of this Agreement.
If A Court Finds Part of This Agreement Illegal, The Rest Will Continue In Force
Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
Even If We Delay In Enforcing This Contract, We Can Still Enforce It Later
Even if we delay in enforcing this Agreement, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this Agreement, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
Alternative Dispute Resolution
Any dispute arising out of or in connection with these Terms must first be submitted for mediation at the Singapore Mediation Centre (“SMC”) in accordance with SMC’s Mediation Procedure in force for the time being. Either party may submit a request to mediate to SMC upon which the other party will be bound to participate in the mediation within 60 days thereof. Every party to the mediation must be represented by senior executive personnel, of at least the seniority of a Head of Department or its equivalent, with authority to negotiate and settle the dispute. Unless otherwise agreed by the parties, the Mediator(s) will be appointed by SMC. The mediation will take place in Singapore in the English language and the parties agree to be bound by any settlement agreement reached.
Which Laws Apply to This Agreement and Where You May Bring Legal Proceedings
These Terms are governed by the laws of Singapore and you submit to the exclusive jurisdiction of the courts of Singapore.
Last Updated: 4 January 2023