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”). “Services” shall be defined as KNPL providing, among other things, a software technology platform known as “jumper.ai” where the suppliers and/or merchants and/or users can channel and sell their products through the social media platforms and introduce the payment gateway to complete the transaction with buyers immediately and providing such other complimentary services such as inventory control and analytics.
a. Provision of Services. Merchant and its users ("End Users") may access and use the Services in accordance with this Agreement. Merchant shall be defined as a supplier on the Provider’s Software. End Users shall refer to authorized users of the Merchant using the Service.
b. 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.
c. 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.
b. 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.
c. Restricted Uses. Merchant will not (i) sell, resell, or lease the Services; (ii) use the Services for activities where use or failure of the Services could lead to physical damage, death, or personal injury; or (iii) reverse engineer the Services, nor attempt nor assist anyone else to do so, unless this restriction is prohibited by law.
d. Third Party Requests.
i. "Third Party Request" means a request from a third party for records relating to an End User's use of the Services including information in or from an End User or Merchant's Services account. Third Party Requests may include valid search warrants, court orders, or subpoenas, or any other request for which there is written consent from End Users permitting a disclosure.
ii. Merchant is responsible for responding to Third Party Requests via its own access to information. Merchant will seek to obtain information required to respond to Third Party Requests and will contact Provider only if it cannot obtain such information despite diligent efforts.
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. If Merchant uses any third-party service (e.g., a service that uses a Provider API) with the Services, (a) Provider will not be responsible for any act or omission of the third party, including the third party's access to or use of Merchant Data and (b) Provider does not warrant or support any service provided by the third party.
a. 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.
b. 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.
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 in a list of Provider Merchants on the Provider website or in promotional materials.
6. Fees & Payment.
a. Fees. Merchant will pay, and authorizes Provider to charge using Merchant's selected payment method, for all applicable fees. The fees are exclusive of all taxes including withholding taxes, where applicable. All 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. Fees are non-refundable except as required by law. Merchant is responsible for providing complete and accurate billing and contact information to Provider. Provider may suspend or terminate the Services if fees are past due. Provider may revise fees from time to time by providing Merchant at least 30 days’ notice in writing. In the event, the Agreement is terminated by either party pursuant to Clause 7(a) below, all fees paid by the Merchant are non-refundable including the yearly fees or such fees charged for Services. The Fees and payment structure are annexed.
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.
c. Taxes. Merchant is responsible for all taxes. In the event that there are statutory obligations to which the Merchant must comply in connection with taxes including withholding taxes, if any, then the Merchant shall be solely liable for these taxes, where applicable.
d. Purchase Orders. If Merchant requires the use of a purchase order or purchase order number, Merchant
i. must provide the purchase order number at the time of purchase; and
ii. agrees that any terms and conditions on a Merchant purchase order will not apply to this Agreement and are null and void.
7. 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,
i. If the Merchant is a supplier (“Merchant (Supplier)”) on Provider’s Platform, the Merchant (Supplier) may only terminate this Agreement during the said term, provided the Merchant (Supplier) has sought the consent of the Merchant (Buyer(s)) in writing. Upon the Merchant (Buyers’) approval in writing, Merchant (Supplier) shall give the Provider 30 days notice in writing to effect termination.
ii. If the Merchant is both a Merchant (Buyer) and (Supplier), the conditions of termination as a Merchant (Supplier) set out in Clause 7(a)(i) shall apply.
b. Termination for Breach. Either Provider or Merchant may terminate this Agreement if:
i. the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice or
ii. the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.
c. Effects of Termination. If this Agreement terminates:
i. the rights granted by Provider to Merchant will cease immediately (except as set forth in this section);
ii. Provider may provide Merchant access to its account at then-current fees so that Merchant may export its Stored Data where applicable; and
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 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:
i. use of any Services in a modified form or in combination with materials not furnished by Provider and
ii. any content, information, or data provided by Merchant, End Users, or other third parties.
c. General. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defence, except that:
i. any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed; and
ii. the other party may join in the defence with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE PROVIDER’s AND MERCHANT'S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.
9. 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.
10. 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, AND DISTRIBUTORS WILL BE LIABLE UNDER THIS AGREEMENT FOR (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, 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 THIS AGREEMENT WILL NOT EXCEED THE LESSER OF $250.00 OR THE AMOUNT PAID BY MERCHANT TO PROVIDER HEREUNDER DURING THE TWELVE 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). If a dispute is not resolved within 30 days of notice, Merchant or Provider may bring a formal proceeding.
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, 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
Success fees & subscriptions
F & B
Cancel anytime - no long-term contracts. The subscription will end at the last day of the current subscription period.