Terms and Conditions

TERMS AND CONDITIONS OF USE FOR SOFTWARE PLATFORM KNOWN AS “JUMPER.AI”

The following terms and conditions (Terms) govern the contractual agreement between you (You, the End User(s)) and Kotak Network Pte. Ltd. (KNPL, we, our, us) arising from and in relation to the access, browsing, rights and obligations in connection with the use of KNPL’s software platform known as “JUMPER.AI” that is owned and operated by KNPL (the Platform) and services provided (Services).

In consideration of KNPL providing you with access to the Platform and Services, you agree to the following Terms at all times. If you do not agree to all the Terms, you are not authorised to use the Services and the Platform. If you continue to use the Platform, you are deemed to agree to the said Terms.

  1. Definitions

"Buyer" means an End User that purchases an Item using the Platform.

"Confidential Information" any information or material proprietary and/or confidential to KNPL, a Buyer or Merchant disclosed or obtained in connection with use of the Platform or pursuant to these Terms, including without limitation:

(i)  Any information in connection with a Transaction, Item, Buyer or Merchant;

(ii)  Item prices;

(iii)  KNPL Software including all updates, upgrades and versions;

(iv) KNPL business, technical, marketing, training and process documentation, including API access keys and tokens; or

(v)  Any non-public information contained in or acquired by use of the Platform

Confidential Information does not include information that:

(a)  is publicly known or which becomes publicly known through no breach by You;

(b) lawfully received by You from a third party without any confidentiality restriction;

(c) or is already known by You without any confidentiality restriction.

"Fee Schedule" means the schedule attached to the Registration Form accompanying these Terms.

Data Processing Addendum means the data processing addendum published at https://jumper.ai/gdpr/terms as amended from time to time.

“GDPR” means the General Data Protection Regulation of the European Union.

"Item" or “Items” means any good(s) or service(s) advertised for sale, trade, exchange or offer by a Buyer or Merchant through any Sales Channel integrated into the Platform.

“Merchant” means a company or individual who has registered to use the Platform or Services subject to the terms of the Merchant SaaS Agreement to:

  1. to offer Items for sale to End Users;
  2. communicate with, advertise to or run promotions or loyalty programs for End users
  3. otherwise interact with End Users.

“Merchant” includes a Merchant’s Permitted Users, agents, partners, personnel and affiliates.

“Permitted Users” means those personnel, agents or affiliates of the Merchant who are authorised to access and use the Services on the Merchant’s behalf.

"Signup Form" means the form accompanying these Terms which must be completed by all Users.

“Sales Channel” means any social media, messaging or web platform operated by the Merchant, offered by or integrated into the Platform to access the Services.

“Services” means any services provided by KNPL, and includes:

  1. the software technology platform known as “jumper.ai” where the Merchants and/or Users can channel and sell their products through the social media platforms or websites, and introduce the payment gateway to complete the transaction with buyers immediately;
  2. online commerce store, including features such as addition or sync of product, orders, inventory, taxes and shipping;
  3. in-chat carts and payments;
  4. message broadcasts, customer retargeting, order updates, promotional notifications, reminders, influencer commerce and other additional marketing features; or
  5. artificial intelligence and machine learning to provide the Services in a seamless way; or
  6. Chat and communication services to enable interactions between Merchant and End User(s).

"Service Provider" means any third party service provider who provides any Service or Transaction in connection with the Platform or to any User through the Platform.

"Software" means the computer software (proprietary to or otherwise licensed by KNPL) as provided by KNPL or accessible by third party internet or web browser software when connecting to the Platform. 

 

"Transaction" means:

  1. a purchase or sale of an Item between Buyers and completed using the Services or facilitated by the use of the Platform:
  2. promotion or advertisement offered to Buyers through use of the Platform; or
  3. any other communication between Merchants and Buyers through use of the Platform.

"Trade Rules" means the rules for the conduct of offers and trade of Items by You on the Platform as permissible by your local and federal laws, as well as the social media channels You connect with the Platform.

"User" or “Users” means any party who accesses the Platform or uses the Services through third party social networking sites, or otherwise facilitates such use by others including any Buyer, Merchant, and Service Provider.

“Platform” means the Software created and owned by KNPL known as “JUMPER.AI” or such other website, mobile applications or domain name or such other technology assigned by KNPL.

"You" or "Your" means any Buyer, Merchant, Service Provider or other User (as the case may be) who accesses and/or uses the Platform.

Your Data means all data, content, and information (including personal data) owned, held, used or created by you that is stored using, or inputted into, the Service or Platform either by you, or from third parties in accordance with our Privacy Policy.

Words denoting the singular shall include the plural and vice versa.

The headings in these Terms are for convenience only and shall not affect its interpretation.

  1. The Platform and Services

2.1. KNPL provides the Services and the Platform to enable Merchants to advertise and offer Items for sale to and communicate with Buyers through different Sales Channels and enter into Transactions.  As a facilitator of the Transactions, KNPL is not involved in, or a party to the actual Transaction between Buyers and Merchants, and has no liability to the Buyer or Merchant for the Transactions. 

2.2. As a User, You understand and agree that KNPL does not act as agent, partner, fiduciary or trustee for any Buyer or Merchant and that KNPL does not exercise any control over 

(i) the quantity, availability, quality, safety or legality of any Items; 

(ii) the accuracy or usefulness of the description or classification of any Items;

(iii) the ability of either a Buyer or Merchant to fulfil its obligations to complete a Transaction;

(iv)  the legal capacity of any Buyer, Merchant to lawfully enter into a Transaction; or

(v)  any representations made in respect of the Items or any representations made by any Buyer, Merchant. You further understand and agree that KNPL does not endorse, sponsor, certify or guarantee any Items. 

  1. 3.Acceptance of Terms and Conditions

3.1. These Terms may be modified, amended or revised from time to time and such modification, amendment or revision will be effective upon KNPL posting notification of amended Terms on the Platform.

3.2. You are responsible for ensuring you are familiar with the latest Terms. Your subsequent use and/or access of the Platform "https://jumper.ai" and/or the Services shall be deemed to be Your agreement to be conclusively bound by any such future modification, amendment or revision.

3.3      These Terms were last updated on 15 July 2019.

  1. 4.The Platform and / or Its Services

KNPL reserves the right at its sole discretion to:

(i) suspend, deny access to or use of the Platform for the purposes of system maintenance, upgrading, security or such other purpose as KNPL may deem appropriate;

(ii) discontinue all or part of the Services on the Platform without notice to You; or

(iii) add and/or modify all or part of the Services on the Platform at its discretion. 

  1. Use Of The Platform

5.1. You agree at all times to comply with the Trade Rules that apply to each Service, where applicable.

5.2. You will be responsible, at Your own cost, for providing the telecommunications connectivity, computer hardware, internet access and other technology necessary for You to access or use the Platform.

5.3. You agree not to use any software, hardware, device or electronic means to interfere, alter, deny or otherwise disrupt the normal operation of the Platform or any content within the Platform. 

5.4. You will not be permitted to participate in the Services conducted through the Platform without registering as a User.

5.5. If Your registration application is approved by KNPL, Your User ID and password authentication will be activated. 

5.6. You are to use only the User ID and password authentication given to You on behalf of the business that you represent, as indicated on the applicable registration application. Multiple use of the User ID and password may render the User ID and password to be deactivated and for the KNPL to stop its Services to You.

5.7. You will be responsible for the confidentiality and use of Your User ID and password, and You will be held solely responsible for all communications made through the Platform using Your User ID and password whether or not authorized by You.

5.8. You will further ensure that your employees and/or agents (as the case may be) maintain confidentiality of Your User ID and password and ensure compliance by your employees and/or agents of all instructions or notices given by KNPL from time to time regarding the use of the Platform. 

5.9. You will notify KNPL immediately upon becoming aware of any unauthorized access to or use of the Platform and agree that KNPL shall not be responsible to You and You shall not make any claim, demand or request for compensation from KNPL in respect of any loss or damage suffered by You as a result of any unauthorized access to and/or use of Your User ID and password.

  1. Fees and Charges

6.1. Unless otherwise agreed by separate written agreement(s) with KNPL and only where applicable, all fees and charges in connection with the use of the Platform and/or the Services or any related Transaction (as set out in the Fee Schedule) will be payable by You to KNPL.

6.2. You agree that KNPL will not be responsible for any fees, costs or taxes associated with any Transaction between a Buyer and Merchant.

6.3. You shall be responsible for determining whether taxes are payable in respect of the Transactions under any applicable law and acknowledge that We are not liable and shall not be held responsible for paying, collecting, reporting or remitting any taxes arising from any Transactions.

  1. Compliance with Laws

You agree to and will comply with all applicable laws, statutes, regulations and ordinances in connection with any use by You of the Services on the Platform.

Compliance includes but will not be limited to ensuring that You have all valid legal permits, approvals, licenses and authorizations as may be necessary for the trade, advertise promote or otherwise deal with the Items; complying with all applicable laws regarding the handling, export or transmission of Items or other related technical information and data; and complying with the regulations of all relevant taxing or other regulatory authorities in connection with any Transaction.

  1. 8.Warranties

You warrant at all times that:

(i) You are of sufficient legal capacity to enter into binding contracts;

(ii) All information provided by you to KNPL is true and correct;

(iii) You are not prohibited by any applicable government authority or agency;

(iv) Any information, representation or material submitted by You will not infringe any third party's copyright, patent, trademark or other intellectual property rights;

(v) any material, data or information you provide or submit to KNNPL or the Platform will not contain any electronic virus or other electronic code designed to delete, corrupt, expropriate data or otherwise disrupt system operability; and

(vi) You will not act in a way, engage in any activity or introduce anything (including any virus, worm, Trojan horse, timebomb, keystroke logger, spyware or other similar feature) that in any way compromises, or may compromise, the Platform or Services, or otherwise attempt to damage or interfere with the Platform or Services, or cause or is intend to cause undue system overload or material degradation of the Platform’s computer system resources, underlying systems.

(vii) maintain the security and confidentiality of password issued by KNPL to You upon registration and to use the same only for the purposes contemplated by these Terms.

(viii) You indemnify us against all loss we suffer or incur as a direct or indirect result of your failure to comply with these Terms, including any failure of a person who accesses and uses our Platform by using your User ID.

  1. Disclaimer

9.1. The information on the Platform may be sourced from third parties and is provided on an "AS IS" basis for general information purposes only. While KNPL will use reasonable commercial efforts to ensure that the Platform is at all material times available for use (except as provided under these Terms), You understand and agree that use of the Services and the Platform is provided on an "AS AVAILABLE" basis without any guarantee or assurance that such use or access thereto will be uninterrupted, continuous or error-free. KNPL does not warrant or represent that (i) the information on the Platform; or (ii) the Software; or (iii) the Platform and Software’s integrations offered with third party integration services is free from errors or omissions, and further makes no representations, conditions or warranties whether express or implied, including any implied warranties of satisfactory quality, completeness, accuracy or fitness for a particular purpose.

9.2. The Platform may contain links to and integrations with non-KNPL controlled web sites or other software. KNPL is not responsible for and does not endorse or accept any responsibility for the contents or use of these third party web sites or software. Browsing or downloading information from the internet may involve risk. You are advised that Your use or selection of links to third parties is at Your own risk and You should take precautions to ensure against electronic viruses or other similar electronic items of destructive nature. 

10.Limitation and Exclusion of Liability

10.1. KNPL disclaims any and all liability for all use of the Platform or the Services, including losses, damages, claims or expenses any person may incur as a result of:

(i)  transmission of any information to or from the Platform;

(ii)  failure or limitation in any security prevention or detection to or from the Platform;

(iii)  reliance on any information contained in the Platform;

(iv)  hyperlink from or API integration to the Platform;

(v)  any error, mistake or omission in the information on the Platform; and

(vi)  any disruption or failure in any third party computer network, cloud system, or social media, messaging, web or any partner platform or services linked to the Platform; even if advised of the possibility of such loss or damage.

10.2. With the exception of death or personal injury by the proven fault of KNPL, You expressly understand and agree that neither KNPL, its subsidiaries or affiliates, officers, directors, employees or licensors will not in any circumstances be liable for any indirect, consequential or incidental damages, including damages for loss of business, business interruption, loss of business information, loss of data, procurement of substitute goods or services or any other losses whatsoever, arising out of (i) the use or inability to use the Platform, the Services or reliance on the Platform’s contents ; (ii) unauthorised access to or alteration of your data or data transmissions; or (iii) any other matter in connection with access or use of the Platform (even if KNPL has been advised of the possibilities of such damage).

10.3. With the exclusion of death or bodily injury directly caused by the proven fault or negligence of KNPL, KNPL's aggregate liability to any User for claims under and in connection with use of the Platform, whether for liability in contract, tort or otherwise irrespective of the form of action will be limited to Singapore Dollars Two Hundred And Fifty Only (S$250.00) in respect of any one event or series of connected events and provided always that KNPL's aggregate liability under or in connection with these Terms (whether for liability in contract, tort or otherwise) will be limited to the lesser of (i) Singapore dollars Two Hundred And Fifty Only (S$ 250.00); or (ii) the fees and charges actually paid by You to KNPL in the three (3) calendar months immediately preceding the cause of action.

The limitations and exclusions of liability and warranties in these Terms are subject to any restrictions on such limitations and exclusions under the applicable law.

11.Indemnification

You agree to indemnify, defend and hold harmless KNPL, its directors, officers, employees, assigns and affiliates from and against any and all claims, actions, liabilities, losses, expenses, damages and costs, including, but not limited to, reasonable legal fees (collectively "Liabilities"), that may at any time be incurred by reason of any third party claim:

(i)  arising out of or relating to Your breach or alleged breach of these Terms,

(ii)  based upon any claim in connection with an Item which You purchase, supply or offer to purchase or supply (including without limitation changes in contracted prices, alleged errors, omissions or misrepresentation therein);

(iii)  arising out of any software virus or other software code of a destructive nature transmitted by You;

(iv)  arising from any act or omission in connection with a Transaction You enter or propose to enter into (including without limitation any dispute, non-payment or other contractual failure by You to complete such Transaction); or

(v)  arising from any tax, duties, excise or licence fee liability in connection with a Transaction You enter or propose to enter into (with the exclusion of taxes payable by KNPL's on its net income); provided that such Liabilities do not arise from KNPL's wilful default or gross negligence.

12.Termination 

12.1. KNPL, in its reasonable discretion, may terminate Your access to and use of the Platform, in the event of:

(i)  any breach of the above warranties, the Trade Rules or these Terms, or applicable laws by You;

(ii)  any failure to pay any amounts due by You;

(iii)  any information furnished by You is false or misleading;

(iv)  any bankruptcy or insolvency proceedings against You; or

(v)  liquidation of or appointment of a receiver, administrator, judicial manager or other official over Your assets. 

12.2. In the event of termination:

(i)  You agree that any and all outstanding charges or fees payable by You in connection with Your use of or Transactions conducted on the Platform shall become immediately due and You will pay all such charges and fees upon demand (and we may use any funds held by us to set off debts owed by you);

(ii)  KNPL may delete or otherwise remove any of Your data stored within the Platform; and

(iii)  KNPL may terminate, suspend or disallow Your access to the Platform "https://jumper.ai" and stop all Services to You and accounts associated with Your account, in its sole discretion.

13.Intellectual Property Rights

13.1 All copyright, trademarks, and other intellectual property rights in the Platform (including but not limited to any images, photographs, animations, video, audio, music, text and "applets"), are owned or otherwise licensed by KNPL. No title or any intellectual property right is transferred hereunder. No part of this Platform may be reproduced, distributed or modified in whole or in part in any manner whatsoever by any medium without the written consent of KNPL.

13.2 Title to, and all intellectual property rights in, Your Data (as between the parties) remains your property.  Subject to the Data Processing Addendum you grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate Your Data for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms.

14.Trademarks

14.1. The Platform domain name(s) (where applicable) "https://jumper.ai", the KNPL logo, KNPL., jumper.ai logo and/or other KNPL products and services referenced within the Platform or associated materials are trademarks or copyright of KNPL, and may be registered in certain jurisdictions. All other product names, company names, marks and logos referenced may be trademarks of their respective owners. 

14.2. Nothing within these Terms should be construed as granting any right any license or right to any trademarks or the Platform content without the written permission of KNPL, or the respective third party owners.

15.Confidentiality

15.1. You agree to preserve the confidentiality of any Confidential Information and not to permit the disclosure of Confidential Information to any unauthorised parties. You will undertake to ensure that any of Your employees, financial or legal representatives to whom all or any of the Confidential Information is disclosed, strictly on a "need to know" basis in furtherance of Your obligations under these Terms, shall enter into written confidentiality undertakings to protect unauthorised disclosure of the Confidential Information upon terms equivalent to this provision. 

15.2. You further agree and acknowledge that any breach or threatened breach by You of the confidentiality provisions in these Terms may cause irreparable injury to KNPL for which monetary damages would be an inadequate remedy and that, in addition to any other remedies that may be available, in law, in equity or otherwise, KNPL shall be entitled to obtain injunctive, prohibitory or other urgent relief against the threatened breach of these Terms or the continuation of any such breach by You, without the necessity of proving actual damages.

16.Your Data

16.1 You acknowledge that we may require access to Your Data to exercise our rights and perform our obligations under these Terms.

16.2 Subject to any other express agreement between You and KNPL, You grant KNPL a non-exclusive, royalty-free, worldwide right to reproduce, transmit, use, derive or otherwise display Your Data (including without limitation your company name, trade name, logo or other trademarks), for the purposes of the operation of the Platform and/or any and all of the Platform’s related advertising, marketing or promotional material or communications. KNPL will take reasonable efforts to adhere to any trademark guidelines as provided by you to KNPL. 

16.3 You acknowledge and agree that we may use Your Data and information about your use of the Services to generate anonymised and aggregated statistical and analytical data (Analytical Data). We may use Analytical Data for our internal research and product development purposes and to conduct statistical analysis and identify trends and insights, in perpetuity.  Title to, and all intellectual property rights in, Analytical Data is and remains our property.

16.4 We will take standard industry measures to back up Your Data stored using the Service.

16.5 You indemnify us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any of Your Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that Your Data is objectionable, incorrect or misleading.

 

17.Your Registration Information

17.1. Subject to the Privacy Policy of KNPL, KNPL will generally use Your registration information as specified on the Registration Form for general display access by Buyers, Merchants or other Platform Users, for internal administrative purposes and to contact You from time to time in connection with Your use of the Platform or to inform You of the latest features. KNPL may provide aggregated or generalised User information to third parties provided always that Your specific information is never disclosed (unless authorised by You or as may be required to comply with the lawful directions of any authority with competent jurisdiction).

17.2. Subject to the Privacy Policy of KNPL, the content of any communication feedback to this Platform including suggestions and comments will be treated as non-confidential and shall become the property of KNPL. KNPL shall be free to use such communication for any purpose unless otherwise You have withdrawn your consent or asked to be anonymous.

17.3 If the processing of Personal Data is governed by the GDPR, the additional terms in the Data Processing Addendum also form part of these Terms.

17.4 You acknowledge and agree that in collecting, holding and processing Personal Data through the Service or Platform, we are acting as your agent for the purposes of the Personal Data Protection Act 2012 (Singapore), and as the data processor for the purposes of the GDPR.  If the GDPR applies, the additional terms in the Data Processing Addendum also form part of these Terms.  You must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process Personal Data in accordance with these Terms and, if applicable, the Data Processing Addendum.

18.Delay or Force Majeure

KNPL will not be liable for any failure or delay arising from events beyond KNPL's control, including but not limited to, acts of God, insurrection or civil disorder, war or military operations, national or local emergency, acts or omissions of government, telecommunication or public utility disruption or failure, industrial disputes of any kind (whether or not involving employees), failure of equipment, bugs, viruses, accidents, material shortages, explosion, subsidence, inclement weather, acts or omissions of persons or bodies for whom the party is not responsible or any other causes outside it's control. 

19.Disputes 

KNPL will not involve itself in any private dispute between Users whether or not arising out of a Transaction. Any valid dispute raised by You directly in connection with the Platform will be first addressed by KNPL customer service representatives and/or later by KNPL management in good faith. Failing any resolution with KNPL management, then such dispute or difference shall be referred to and finally resolved by arbitration in Singapore in accordance with SIAC or Commercenet rules for the time being in force which rules are deemed to be incorporated by reference in this clause. The arbitration shall be conducted in English. This shall not preclude KNPL from being entitled to obtain immediate injunctive and other equitable relief from any convenient court without bond and without necessity of showing actual monetary damage upon a breach of Clause 13, 14 or 15 above.

20.Assignment

These Terms will be binding upon and inure to the benefit of You and KNPL's respective successors and permitted assigns. Your rights and obligations under these Terms may not be assigned or otherwise transferred in whole or in part, without the prior written consent of KNPL. KNPL may assign its right to receive any payment from You under these Terms to a majority owned subsidiary of KNPL or such other entity or third party approved by KNPL by written notice to You without the need for consent. 

21.Notices

Any notice, request, waiver, consent or approval shall be in writing in the English language and shall be deemed to have been duly given or made when it is delivered by hand, by registered mail, facsimile or by electronic mail (as the case may be) to Your respective registered notification address provided by You to KNPL. Except where otherwise provided under these Terms, notices shall be deemed duly served and given immediately if by hand; two (2) days after postage, if by registered mail; upon transmission, if by confirmed facsimile; and upon transmission with no returned receipt failure message, if by electronic mail. 

22.General

22.1. You and KNPL are independent contractors. No agency, partnership, franchise or formal business organisation of any kind is created by these Terms and neither party will have the right to bind the other.

22.2. No waiver of any breach of these Terms shall be deemed to be a waiver of any other or of any subsequent breach. The failure of KNPL to enforce at any time any of the Terms shall in no way be interpreted as a waiver of such provision.

22.3. If any provision of these Terms is held invalid, unenforceable or illegal for any reason, these Terms shall remain otherwise in full force apart from such provision which shall be deemed deleted.

22.4. These Terms will be governed by and interpreted according to the laws of the Republic of Singapore excluding the application of its conflicts of law rules. To the extent permitted by law, the application of the United Nations Convention on Contracts for the International Sale of Goods 1980 is expressly excluded.

22.5. Unless we otherwise agree in writing, these Terms (incorporating the Data Processing Addendum and Privacy Policy) constitute the entire agreement between You and KNPL with respect to the use of the Platform and Services. These Terms supersede all prior and contemporaneous representations or understandings. Unless expressly agreed by KNPL, these Terms shall always prevail over any inconsistent terms or conditions embodied within any purchase order, invoice or other documentation issued to KNPL by a Buyer, Merchant or other third party under or in connection with the use of the Platform.

 

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