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THIS “SOFTWARE AS A SERVICE” AGREEMENT (the "Agreement") is between KOTAK NETWORK PTE LTD (UEN No. 201707519G), a Singapore Company limited by shares and having its registered address in Singapore ("Provider") and the individual and/or organisation agreeing and accepting to these terms (the "Merchant"). This Agreement governs access to and use of Provider’s software platform known as “JUMPER.AI” that is owned and operated by the Provider ("Software") and services (collectively known as the "Services”) provided at https://jumper.ai (the “Website”).
“Services” shall be defined as KNPL providing, among other things, products (including features) and services through its software technology platform known as “Jumper.ai” which helps Merchants and/or users to communicate with potential buyers and/or End Users and sell their products, including accepting paymentsthrough the social media, messaging and web platforms.
a. Provision of Services. Merchant and its users who are authorised to access and use the Services on the Merchant’s behalf in accordance with this Agreement ("End Users") may access and use the Services in accordance with this Agreement. Merchant shall be defined as a Store Owner on the Provider’s Software.
c. Facilities and Data Processing. Provider will use, at a minimum, industry standard technical and security measures to transfer, store, and process Merchant Data. These measures are designed to protect the integrity of Merchant Data and guard against the unauthorised or unlawful access to, use, and processing of Merchant Data. Merchant agrees that Provider may transfer, store, and process Merchant Data in locations other than Merchant's country. "Merchant Data" means Stored Data and Account Data. "Stored Data" means the files and structured data submitted to the Services by Merchant or End Users. "Account Data" means the account and contact information submitted to the Services by Merchant or End Users.
d. Modifications to the Services. Provider may update the Services from time to time. If Provider changes the Services in a manner that materially reduces their functionality, Provider will inform Merchant via the email address associated with the account.
2. Merchant Obligations.
a. Access Conditions. When accessing the Services, the Merchant and its personnel must:
c. Unauthorized Use & Access. Merchant will prevent unauthorized use of the Services by its End Users and terminate any unauthorized use of or access to the Services.
d. Restricted Uses. Merchant will not use the Services for activities where use or failure of the Services could lead to physical damage, death, or personal injury; or reverse engineer the Services, nor attempt nor assist anyone else to do so, unless this restriction is prohibited by law. The Provider may restrict or suspend the Merchant’s access to the Service, and/ or delete the relevant Merchant Data if it undermines the security or integrity of the Service or Underlying System.
the Merchant is liable for all matters relating to the sale of items to End Users through the Services, includingquality, refunds, return, delivery and fulfilment, offers, discounts, loyalty or any benefits represented to the EndUser and listed, advertised or made available by use of the Services.
h. Third Party Requests.
iii. Provider will make commercially reasonable efforts, to the extent allowed by law and by the terms of the Third Party Request, to: (A) promptly notify Merchant of Provider's receipt of a Third Party Request; (B) comply with Merchant's commercially reasonable requests regarding its efforts to oppose a Third Party Request; and (C) provide Merchant with information or tools required for Merchant to respond to the Third Party Request (if Merchant is otherwise unable to obtain the information). If Merchant fails to promptly respond to any Third Party Request, then Provider may, but will not be obligated to do so.
3. Third-Party Services.
4. Subscription Types
(1) Customized Service Subscriptions: includes Custom integrations, features and additional access services. Available to Pro+, Agency and Enterprise customers. Order form, subscription fee, transactional service fee, additional fees and subscription term are agreed between the parties.
(2) Standard Service Subscriptions: includes Lite, Pro and Pro+ plans, and add-ons (if any). Subscription and Transactional service fees are set out in Annexure A: Fees Schedule [SS: ensure this is included].
(3) Free Subscriptions: includes Products and features which are free of subscription charges, but include transactional services fees as defined in Annexure A: Fees Schedule.
(1)Merchants can reach our email support by sending an email to email@example.com
(2) Merchants can access the Live chat widget in the the lower right hand corner of the Merchant’s account. The Provider will use reasonable efforts to respond to email and in-app support questions within one business day; in practice, its responses are generally even faster.
(3) The Provider may limit or deny your access to support functions if it determines, in its reasonable discretion, that the Merchants actions may result in misuse of support or abuse of Jumper representatives.
(4) Issues resulting from the Merchant‘s use of the API's or modifications to code in the Subscription Service may be outside the scope of support provided. The Provider will only provide support for integrations which are already integrated into the platform and listed at https://jumper.ai/integrations, or otherwise agreed for Customized Service Subscriptions in the Order form.
5. Intellectual Property Rights And Ownership.
a. Reservation of Rights. Except as expressly set forth herein, this Agreement does not grant (i) Provider any Intellectual Property Rights in Merchant Data or (ii) Merchant any Intellectual Property Rights in the Services or Provider trademarks and brand features. "Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights. All patents, copyrights, software, trade secrets, trademarks, trade names, logos, technology, know-how, or other Intellectual Property Rights developed or created by the Provider shall at all times be the sole exclusive property of and shall fully vest in the Provider.
b. Limited Permission. Merchant grants Provider only the limited rights that are reasonably necessary for Provider to offer the Services (e.g., hosting Stored Data). This permission also extends to trusted third parties Provider works with to offer the Services (e.g., payment provider used to process payment of fees).
c. Suggestions. Provider may for any purpose, use, modify, and incorporate into its products and services, license and sublicense, any feedback, comments, or suggestions Merchant or End Users send Provider or post in Provider's forums without any obligation to seek consent or inform the Merchant and/or End Users.
d. Merchant List. Provider may include, at its sole discretion, Merchant's name, brand (including logos or trademarks), testimonial or anonymised performance data in a list of Provider Merchants on the Provider website or in promotional materials.
6. Merchant Data
7.Fees & Payment.
i). Subscription fees: The fees for the subscription Services (Subscription Fee) will remain fixed during the Subscription Term [SS: please add defintion] the Merchant: (i) requests additional sales channels, users, or product Limits (ii) upgrades products or base packages, (iii) subscribes to additional features, products or user accounts, or (iv) unless otherwise agreed to in the Order. All fees are due and payable in advance throughout the Subscription Term.
ii). Transaction service fee: In addition to a subscription fee, a transaction service fee will be applicable and calculated for successful transactions generated at the rate defined in the Merchant’s applicable subscription package or otherwise agreed to in the Order. Depending on (i) the Merchant’s account location, (ii) payment methods applicable, (iii) subscription tier and (iv) prior agreement, the transaction service fee will be calculatedweekly and deducted from the Merchant payment method per Order. All transaction fees are to be paid by the Merchant within 30 days of the date of the invoice. Provider reserves the right to charge interest on outstanding fees at the rate of ten (10) percent per annum for outstanding fees
b. Auto Renewals. The Merchant's account is an auto renewal account and Provider will automatically charge for the renewal, unless Merchant notifies Provider that Merchant wants to cancel or disable auto renewal.
d. Other Taxes. Merchant is fully responsible for all taxes, and any fees, costs or taxes associated with any Transaction between a Buyer and Merchant.
e. Purchase Orders. If Merchant requires the use of a purchase order or purchase order number, Merchant
8. Term & Termination.
a. Term. This Agreement will remain in effect until Merchant's subscription to the Services expires or until the Agreement is terminated by the Provider. Without prejudice to Clause 7(b) below,
ii The Subscription Term will end on the date that it expires and if cancelled, the term will end on the last day of the subscription term. All fees, including Transactional fees and fees for additional services are non-refundable, as per the Fees and Payment Structure at Appendix A.
c. Termination and Suspension
iii. Prohibited Acts: The Provider may suspend any User’s access to any or all Services without notice for: (i) use of the Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement, (ii) use of the Jumper’s message send service that results in service outrages, excessive SPAM complaints via feedback loops, direct spam complaints (to our abuse desk), or requests for removal from a messaging subscription list by recipients, or (iii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity or (iv) sale of prohibited goods and services as set out either by Jumper, the third party service providers or the trade laws applicable in the jurisdiction of merchant and/or it’s buyer. The Provider may, without notice, review, edit and delete any Customer Data that we determine in good faith violate these terms, provided that, we have no duty to pre-screen, control, monitor or edit your Customer.
vii. End User Accounts by Provider. If an End User (i) violates this Agreement or (ii) uses the Services in a manner that Provider reasonably believes will cause it liability, then Provider may request that Merchant suspend or terminate the applicable End User account. If Merchant fails to promptly suspend or terminate the End User account, then Provider may do so.
viii. Security Emergencies Or Threats. Notwithstanding anything in this Agreement, if there is a Security Emergency then Provider may automatically suspend use of the Services. Provider will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency. "Security Emergency" means: (i) use of the Services that do or could disrupt the Services, other Merchants' use of the Services, or the infrastructure used to provide the Services and (ii) unauthorized third-party access to the Services.
c. Effects of Termination. If this Agreement terminates:
iii. after a commercially reasonable period of time, Provider may delete any Stored Data relating to Merchant's account. The following sections will survive expiration or termination of this Agreement: 2(e) (Third Party Requests), 5 (Intellectual Property Rights), 6 (Fees & Payment), 7(c) (Effects of Termination), 8 (Indemnification), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Disputes), and 12 (Miscellaneous).
a. By Merchant. Merchant will indemnify, defend, and hold harmless Provider from and against all liabilities, damages, and costs (including settlement costs and all legal fees on an indemnity basis) arising out of any claim by a third party against Provider and its affiliates, subsidiaries, partners or its associations regarding: (i) Merchant Data; (ii) Merchant's use of the Services in violation of this Agreement; or (iii) End Users' use of the Services in violation of this Agreement.
b. By Provider. Provider will indemnify, defend, and hold harmless Merchant from and against all liabilities, damages, and costs (including settlement costs and reasonable legal fees) arising out of any claim by a third party against Merchant to the extent based on an allegation that Provider's technology used to provide the Services to the Merchant infringes or misappropriates any copyright, trade secret, patent, or trademark right of the third party. In no event will Provider have any obligations or liability under this section arising from:
c. General. The indemnities in clause 8(a) and 8(b) are subject to the party seeking indemnification will promptly notify the other party of the claim, make no admission of liability and not otherwise prejudice the or settle any claim without the party providing the indemnity’s consent, and cooperate fully with the other party in defending the claim. The indemnifying party will have full control and authority over the defence, except that:
iii. any third party data or any Merchant Data.
10. Disclaimers. THE SERVICES ARE PROVIDED "AS IS." TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE PROVIDER AND ITS AFFILIATES, MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. MERCHANT IS RESPONSIBLE FOR MAINTAINING AND BACKING UP ANY STORED DATA.
11. Limitation of Liability.
a. Limitation on Indirect Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR PROVIDER OR MERCHANT'S INDEMNIFICATION OBLIGATIONS, NEITHER MERCHANT NOR PROVIDER AND ITS AFFILIATES, SUPPLIERS, PARTNERS, AND DISTRIBUTORS WILL BE LIABLE UNDER THIS AGREEMENT FOR (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA (INCLUDING MERCHANT DATA), BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
b. Limitation on Amount of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, PROVIDER'S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR RELATING TO THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE WILL NOT EXCEED THE LESSER OF $250.00 OR THE AMOUNT PAID BY MERCHANT TO PROVIDER HEREUNDER DURING THE THREE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
a. Informal Resolution. Provider desires to address your concerns without resorting to a formal legal case. Before filing a claim, each party agrees to try to resolve the dispute by contacting the other party through the notice procedures in section 12(e), and using good faith negotiations. If a dispute is not resolved within 45 days of notice, Merchant or Provider may bring a formal proceeding. Each party must, to the extent possible, continue to perform its obligations under the Agreement even if there is a dispute.
b. Agreement to Arbitrate. Merchant and Provider agree to resolve any claims relating to this Agreement or the Services through final and binding arbitration, except as set forth below. Any dispute, subject to considering other alternative dispute resolution schemes available to parties, arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The parties agree that any arbitration commenced pursuant to this clause shall be conducted in accordance with the Expedited Procedure set out in Rule 5.2 of the SIAC Rules. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be in English. Parties may, by agreement, resolve their disputes by referring their disputes to alternative dispute resolutions avenues and schemes available to parties.
c. Exception to Agreement to Arbitrate. Either party may bring a lawsuit in the Courts of the Republic Of Singapore, solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of Intellectual Property Rights without first engaging in the informal dispute notice process described above. Both Merchant and Provider consent to venue and personal jurisdiction there.
a. Terms Modification. Provider may revise this Agreement from time to time and the most current version will always be posted on Provider website. If a revision, in Provider's sole discretion, is material, Provider will notify Merchant (by, for example, sending an email to the email address associated with the applicable account). Other revisions may be posted to Provider's blog or terms page, and Merchant is responsible for checking such postings regularly. By continuing to access or use the Services after revisions become effective, Merchant agrees to be bound by the revised Agreement. If Merchant does not agree to the revised Agreement terms, Merchant may terminate the Services within 30 days of receiving notice of the change.
b. Entire Agreement. This Agreement, including Merchant's invoice and order form (Order), constitutes the entire agreement between Merchant and Provider with respect to the subject matter of this Agreement and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter of this Agreement. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the invoice, the order form, the Agreement.
c. Governing Law. THE AGREEMENT WILL BE GOVERNED BY LAW OF THE REPUBLIC OF SINGAPORE.
d. Severability. Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect.
e. Notice. Notices must be sent via AR Registered and/or Certificate of Posting and are deemed given when posted to the registered address of the Merchant or to its address provided in the Application Form or last known address available to Provider. Notices to Merchant may also be sent to the applicable account email address and are deemed given when sent. Notices to Provider must be sent to Provider, to its registered address and addressed to the Managing Director.
f. Waiver. A waiver of any default is not a waiver of any subsequent default.
g. Assignment. Merchant may not assign or transfer this Agreement or any rights or obligations under this Agreement without the written consent of Provider. Provider may not assign this Agreement without providing notice to Merchant, except Provider may assign this Agreement or any rights or obligations under this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void.
h. No Agency. Provider and Merchant are not legal partners or agents, but are independent contractors.
i. Force Majeure. Except for payment obligations, neither Provider nor Merchant will be liable for inadequate performance to the extent caused by a condition that was beyond the party's reasonable control (for example, natural disaster, act of war or terrorism, riot, labour condition, governmental action, and Internet disturbance).
j. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. Without limiting this section, a Merchant's End Users are not third-party beneficiaries to Merchant's rights under this Agreement.
k. Export Restrictions. The export and re-export of Merchant Data via the Services may be controlled by applicable export restrictions or embargo.
Annexure A – Fees Schedule
Subscription plans & transaction service fees
Yearly sales volume
USD 30 per month (monthly plan)
USD 100 per month (monthly plan), charged to credit card on file on the first day of subscription
Charged as advertised within the dashboard
Cancel anytime - no long-term contracts. The subscription will end at the last day of the current subscription term. No refunds will be provided for early termination.