TERMS OF USE


1. INTRODUCTION

Please read these terms and conditions carefully as they contain important information about your rights and obligations when using the hoppr Platform and/or the Graas Services. These Terms of Use and our Privacy Policy form the basis on which you may access and use the hoppr Platform and any associated Graas Services. By using the hoppr Platform and any Graas Services you are deemed to have read, understood and accepted to be bound by the Terms of Use and our Privacy Policy (the Terms) and any other related terms of use. If you do not agree with these Terms, you should stop using the hoppr Platform and/or the Graas Services immediately.​

2. DEFINITIONS

The following expressions shall, unless the otherwise expressly stated, have the following meaning:​


Agreement means these Terms of Use.


AI System means a machine-based system that is designed to operate with varying levels of autonomy and that may exhibit adaptiveness after deployment, and that, for explicit or implicit objectives, infers, from the input it receives, how to generate outputs such as predictions, content, recommendations, or decisions that can influence physical or virtual environments.


API (Application Programming Interface) means a set of protocols, commands, and functions that enable software to link to other softwares.


Confidential Information means any information, whether oral or written, relating to the hoppr Platform, the Outputs, the business of Graas or any of its Related Corporations and, for the avoidance of doubt, includes Data.


Data means any data you may provide to us via the hoppr Platform or as part of the Graas Services and includes any data we may access from you such as ad campaign data, location data and device data. ​


Graas, Our, Us, We refers to Graas Pte Ltd and its Related Corporation(s).​


Graas Platform means a platform known as Graas.ai which, among other things, (i) gives customers recommendations on content, product pricing, inventory, advertising, and supply chain optimization; (ii) allows customers to manage eCommerce orders; and (iii) allows customers to execute and manage marketing campaigns.


Graas Services means any services and/or products and/or a combination of both provided by Graas, our Related Corporation(s), authorised agents, authorised affiliated partners or associates and shall include the Graas Platform and the hoppr Platform. Any references to “Graas Services” in these Terms shall mean all of the Graas Services or any of them as the context requires.


Free Package means the ability of a User to access the hoppr Platform for free and to be able to ask the hoppr Platform such number of questions as may be published from time to time on the hoppr Platform for free before incurring a charge.


hoppr Platform means a platform developed by Graas known as hoppr.graas.ai which is an analytics assistant powered by an AI System. It enables Users to receive Outputs related to their e-commerce business through natural language interaction with the hoppr Platform. Depending on the Subscription, it analyses Inputs and Third Party Data to generate Outputs.


Inputs means any information, questions, Data or otherwise provided by a User to the hoppr Platform.


Intellectual Property Right means any intellectual property right, regardless of whether registered or not, including any patent, copyright (including moral right and author's right), database right, know-how or trade secret, whether or not developed or reduced to practice, design or industrial design, trademark, service mark, logo, business name, domain name and keyword, and the goodwill associated with them, rights to sue for passing off, in the nature of unfair competition rights, publicity and confidentiality and any other proprietary right, whether relating to tangible or intangible property, applications to register any of the foregoing, rights to take action for past infringements in respect of any of the foregoing, and all rights in the nature of any of the foregoing anywhere in the world


Outputs means any insights, responses, content or output of whatever kind generated by the hoppr Platform.


Related Corporations means any subsidiary or holding/parent company of that corporation or any subsidiary of that holding/parent company, or any other affiliated legal entity with whom we are under common corporate control.


Subscription means any package offered by Graas on the hoppr Platform and such packages will consist of different services and features and may be subject to additional and differing conditions, prices, policies and limitations. This includes the Free Package.


Third Party Data means any data extracted from third party sources (including but not limited to marketplaces, direct to consumer websites, ad platforms via APIs or chrome extension).


A reference to “person(s)” shall include any company, partnership, individual person, firm, joint venture, association, corporation, statutory body, unincorporated body of persons, trust, bureau, minister, agency, instrument, court, regulatory body, government or state, any authority or other body corporate and vice versa.


A reference to you or a User is a reference to a user of any of the hoppr Platform and/or the Graas Services.

3. AGREEMENT
  1. By using the hoppr Platform and/or the Graas Services, you accept these Terms of Use and the Privacy Policy and these Terms of Use read together with the Privacy Policy shall constitute a valid and binding agreement made between you and Graas.

  2. We reserve all rights to change any or all of these Terms of Use at any time and we will post the updated Terms of Use on the hoppr Platform and/or the Graas Services (as relevant). All changes are effective immediately and your continued use of the hoppr Platform and/or Graas Services after the posting of any amended Terms of Use shall constitute your agreement to be bound by any such changes. We reserve the right to refuse to provide our products and services to anyone at any time.
4. HOPPR PLATFORM & SUBSCRIPTIONS
  1. There are a number of ways to participate in the hoppr Platform and various different Subscriptions. These Subscriptions and options consist of different services, tools and features and may be subject to additional and differing conditions, prices, policies and limitations. Please review the inclusions and prices of each Subscription carefully as these will differ.

  2. We reserve the right to modify, terminate or otherwise amend our Subscriptions and other offered options at any time in our absolute discretion. In particular, Graas reserves the right to withdraw the Free Package at any time without notice. Any such amendments or modifications or withdrawals will be made available on the hoppr Platform from time to time.

  3. You acknowledge that if you do not have a paid Subscription that you will not be able to access all the features and services which were available to Users with a paid Subscription.

5. USER WARRANTIES, ACKNOWLEDGEMENTS AND UNDERTAKINGS
  1. By using the hoppr Platform and/or the Graas Services, you hereby acknowledge, represent and warrant that you have read and fully understood all the terms and conditions contained herein and the Privacy Policy.

  2. You undertake to fully comply with the Terms of Use.

  3. You undertake to ensure that the mobile phone/device and/or computer used by you to access the hoppr Platform and/or the Graas Services is legally owned, possessed or used by you at all times and you undertake not to allow any person other than you to access or manipulate the hoppr Platform and/or the Graas Services using your mobile phone, device and/or computer.

  4. You acknowledge that you are responsible for any account you may create with us in connection with the hoppr Platform and/or the provision of the Graas Services and that you are responsible for any activity in such account. You undertake to keep all information in relation to such account up to date.

  5. You warrant that you are authorised to share any Data or Inputs which you may share with us on the hoppr Platform or via the Graas Services and that Graas and its Related Corporations are entitled to rely on this authorisation. You agree that all Inputs will not contain any information or Data which you do not own or are licensed to use as an Input.

  6. You acknowledge that Graas and its Related Corporations are authorised to use the Data and the Inputs in accordance with the terms of the Privacy Policy.

  7. You undertake to only use the hoppr Platform and/or the Graas Services for lawful purposes and the purpose for which it is intended and you further undertake to only use the hoppr Platform and/or the Graas Services for your own use.​ You undertake not to resell or commercialise any Outputs.

  8. You acknowledge that all Intellectual Property Rights existing in connection with the hoppr Platform and the Graas Services belong to Graas and its Related Corporations and that you have no claim or rights to those Intellectual Property Rights. If required by Graas and its Related Corporations, if any Intellectual Property Rights are in any way deemed to vest in you, then you shall provide all such assistance at your own cost to ensure that the title to such Intellectual Property Rights vests in or is assigned to Graas and its Related Corporations.

  9. You acknowledge that all software programming contained in the hoppr Platform and/or the Graas Services (the Software) is owned by or licensed to Graas and that any unauthorised access to, reproduction, redistribution, publication, display or other use of the Software would infringe the Intellectual Property Rights of Graas or a third party licensor.

  10. You undertake not to: (i) modify, translate, create or attempt to create derivative copies of or copy of the Software; (ii) reverse engineer, decompile, disassemble or otherwise reduce the object code of the hoppr Platform and/or the Graas Services; (iii) use the hoppr Platform and/or the Graas Services in any way that violates these Terms of Use; (iv) disable, bypass, circumvent, or interfere with any digital rights management, security or access control mechanisms; and (iv) use hoppr Platform and/or the Graas Services in any manner which would infringe the Intellectual Property Rights of Graas, any of its Related Corporations or any third party.

  11. You agree that you will not when using the hoppr Platform and/or the Graas Services: (a) impersonate any person or entity or misrepresent your affiliation with any other person or entity; (b) engage in spamming, flooding, harvesting of e-mail addresses or other personal information, spidering, screen scraping, database scraping, or any other activity with the purpose of obtaining lists of users or any other information available through the hoppr Platform and/or the Graas Services; or (c) attempt to gain unauthorised access to other computer systems through the hoppr Platform and/or the Graas Services. You agree that you will not use the hoppr Platform and/or the Graas Services in any manner that could damage, disable, overburden or impair the hoppr Platform and/or the Graas Services or interfere with any other party’s use and enjoyment of the hoppr Platform and/or the Graas Services.

  12. You acknowledge that the trade mark(s), service mark(s), trade name(s), logo(s), symbol(s), brand name(s) and other proprietary marks or any combination of the aforesaid (the Marks) contained on or in the hoppr Platform and/or the Graas Services (save and except for any marks of advertisers) are owned by Graas. You undertake not to use, copy, edit, vary, reproduce, publish, display, distribute, store, transmit, translate, commercially exploit or disseminate any Marks without the prior written consent of Graas. You further undertake never to claim ownership or rights to the Marks.

  13. You acknowledge that the hoppr Platform and/or the Graas Services may contain links to websites operated by third parties (Third Party Websites) and may contain Third Party Date.  You further acknowledge that Graas does not have any influence or control over the Third Party Websites or Third Party Data and is not responsible for such Third Party Websites or Third party Data. You are advised to check the terms of use and privacy policies of any Third Party Websites.

  14. You acknowledge that the hoppr Platform and/or the Graas Services are provided on a reasonable efforts basis only and that Graas shall not be liable for any unavailability or malfunction of the hoppr Platform and/or the Graas Services for any reason.

  15. You warrant and represent that, if you are a member or representative or agent of a corporation, you have the requisite authority to open an account and/or use the hoppr Platform and/or the Graas Services and Graas is entitled to rely on this clause.

  16. You acknowledge that the hoppr Platform is an AI System and that the quality, accuracy and/or completeness of its Outputs are not in any way guaranteed by Graas. You undertake not to rely on any Outputs of the hoppr Platform and you acknowledge that, should you do so, you do so at your own risk. You acknowledge that you should seek independent, expert advice in respect of any Outputs or any other information obtained from the hoppr Platform

  17. You undertake not to re-register on the hoppr Platform if we have terminated or blocked your account, access to or use of the hoppr Platform or the Graas Services.
6. INDEMNITY

You agree to fully indemnify, release, defend and hold Graas and its Related Corporations and its or their officers, directors, employees, affiliates, agents, licensors and representatives harmless from and against all claims, demands, lawsuits, liability, loss, judgments or other expenses (including, but not limited to, legal fees) suffered or incurred by Graas arising, directly or indirectly, from: (i) your use of (or failure to use) the hoppr Platform and/or the Graas Services; (ii) any reliance on the contents of the hoppr Platform and/or its Outputs and/or the Graas Services; (ii) your breach of the Terms of Use; (iii) your unauthorised use of the Software or the Marks; (iv) any use by Graas or its Related Corporations of the Data or Inputs; and (iv) any improper, unauthorised or illegal uses of your mobile phone/device and/or computer used by you to access the hoppr Platform and/or the Graas Services.

7. GRAAS'S RIGHTS
  1. Graas may modify, suspend, discontinue or restrict the use of any portion of the hoppr Platform and/or the Graas Services without notice or liability to you.​

  2. Graas has the absolute discretion and right to reject any person from using the hoppr Platform and/or the Graas Services or any part thereof.
8. GRAAS DISCLAIMERS
  1. We do not warrant that the hoppr Platform and/or the Graas Services will be available and accessible to you at all times.  We also do not guarantee that the hoppr Platform will be able to generate Outputs. The hoppr Platform is reliant on Users providing clear, accurate and relevant Inputs and Third Party Data to generate Outputs. You acknowledge that we have no control over: (i) your Inputs; (ii) whether the hoppr Platform can understand your Inputs; (iii) Third Party Data; and (iv) the Platform’s ability to formulate Outputs based on your Inputs and Third Party Data

  2. We make no warranty as to accuracy or reliability of any information, advice, opinion, analysis or statement of the hoppr Platform and/or the Graas Services and, particularly, we make no warranty as to the accuracy, reliability, completeness or quality of any Outputs.

  3. Graas accepts no liability for any Outputs or for any other information, recommendation or analysis contained in or produced by the hoppr Platform and/or the Graas Service.

  4. Graas accepts no liability for any use or misuse by Graas or its Related Corporations of the Data or Inputs or for any unauthorised access to the Data or Inputs and you release and hold us harmless from any and all liability from any such use, misuse or unauthorised access.  

  5. Nothing contained in the hoppr Platform and/or the Graas Services shall be construed as an inducement to enter into any contractual arrangement with Graas or any of its Related Corporations

  6. Graas and its Related Corporations and each of our directors, officers and agents disclaim all liability and responsibility for any direct or indirect loss or damage which may be suffered by you through relying on anything contained in or omitted from the hoppr Platform, its Outputs and/or the Graas Services.

  7. You expressly agree that use of the hoppr Platform and/or the Graas Services and reliance on its content or Outputs is at your own risk.  Graas does not make any representations or warranties of any kind regarding the hoppr Platform and/or the Graas Services, the Software, the Outputs or the results that may be obtained from use of any of the foregoing. The hoppr Platform and/or the Graas Services are provided on an "as is, as available" basis, and Graas specifically disclaims any and all express or implied warranties.

  8. You release and hold us harmless from any and all liability arising from your use of any Third-Party Website.

  9. All warranties, representations, guarantees, conditions and terms other than those expressly set out in these Terms of Use, whether express or implied by statute, common law, trade usage or otherwise, and whether written or oral, are hereby, to the fullest extent permitted by law, expressly excluded from these Terms of Use.

9. LIMITATION OF LIABILITY

Graas and its Related Corporations and its respective directors, employees, agents, affiliates and licensors shall in no event be liable for any damages or losses including, without limitation, direct, indirect, consequential, special, incidental or punitive damages, or any loss of profit, loss of opportunity, loss of goodwill, loss of anticipated saving, loss of revenue and/or any loss resulting from or caused by the hoppr Platform or its Outputs and/or the Graas Services (and the content, analysis or recommendations therein), the Software, any unauthorised access of the Data or Inputs or any use or misuse of the Data or Inputs, the Marks or these Terms of Use (including, without limitation, damages resulting from negligence) and/or any suspension, cancellation or termination or refusal of your use of the hoppr Platform and/or the Graas Services or any content or material thereof. Graas will not be responsible for any losses arising out of the unauthorised use of your mobile phone/device and/or computer to access the hoppr Platform and/or the Graas Services

10. CONFIDENTIALITY

  1. You agree to keep the Confidential Information confidential and not to disclose it to any third parties without the prior written consent of Graas.

  2. Graas shall keep the Confidential Information confidential but it may disclose such Confidential Information to its Related Corporations and its directors, agents, employees, advisors, shareholders, banks, investors or any third party who acquires the business or assets of Graas in whole or in part

11. MISCELLANEOUS
  1. These Terms of Use, and any non-contractual obligations arising out of or in connection with them, shall be governed and construed in accordance with the laws of Singapore. Any dispute arising out of or in connection with these Terms of Use (including as to the existence, validity, interpretation, performance, breach or termination thereof) or any dispute regarding non-contractual obligations arising out of or in connection with the Terms of Use will be subject to the exclusive jurisdiction of the Singapore International Arbitration Centre in Singapore in accordance with the arbitration rules of the Singapore International Arbitration Centre (the SIAC Rules) and the SIAC Rules are deemed incorporated into these Terms of Use by reference.

  2. Any term, condition, provision or undertaking in these Terms of Use which is illegal, void, prohibited or unenforceable shall be ineffective to the extent of such illegality, voidness, prohibition or unenforceability, without invalidating the remaining provisions hereof, and any such illegality, voidness, prohibition or unenforceability shall not invalidate or render illegal, void, or unenforceability any other term, condition, provision or undertaking herein contained

  3. Failure by Graas to enforce any provision of these Terms of Use will not be deemed a waiver of future enforcement of that or any other provision of these Terms of Use.

  4. Provisions that, by their nature, should survive termination of these Terms of Use shall survive termination. By way of example, all of the following will survive termination: any obligation you have to indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.  

  5. Neither these Terms of Use, nor any terms and conditions contained herein, shall be construed as creating a partnership, joint venture or agency relationship or granting a franchise between you and Graas.

  6. Graas may assign or novate all or part of our rights under these Terms of Use provided we ensure that your rights under these Terms of Use are not prejudiced. You may not assign or novate your rights or liabilities under these Terms of Use without our prior written consent.