Terms and Conditions

Welcome to "Gracehopper", the platform providing digital twin access to influencers and KOLs (key opinion leader) through communication platform.

PT Gracehopper Inovasi Digital ("Gracehopper", "we", "our" or "us") provides Gracehopper to you subject to these Terms of Use ("Terms") as below. PT Gracehopper Inovasi Digital is a company incorporated in the Republic of Indonesia and having its registered office at Gedung Artha Graha, 26 Floor (SCBD) Unit 2601, Jalan Jend. Sudirman No. 52-53, Desa/Kelurahan Senayan, Kec. Kebayoran Baru, Kota Adm.
Jakarta Selatan, Provinsi DKI Jakarta, 12190. Gracehopper and its related functionalities are collectively referred to herein as the "App". "You" means any user of the App. You and us are collectively the "Parties".

Please note that these Terms are for all of the users and customers who are using the App, and include and incorporate by reference the Privacy Policy and other policies governing the access to or use of the App which may be issued or updated by Gracehopper from time to time. These Terms form a legally binding agreement between you and us. Please take the time to read them carefully before accepting this Terms and using our Service. By agreeing to this Terms, you signify that you have read and understood and agree this Terms. Gracehopper reserves the right to make unilateral modifications to these Terms and will provide notice of these changes when necessary. This Terms applies to all users, and others who have consented to these Terms (“Users”).”.

The App (including its communication medium such as WhatsApp, Instagram, or other platform) will be hosted on.  our server. You are the authorized user and you shall be responsible for the operation and usage of the App. You shall have a continuing obligation to us to comply with all applicable laws when accessing and/or using the App. You have full discretion either to use the Services or to stop using the Services.

By using the App, you agree to adhere to all of the points in this document ("activation" or "activating"). In activating your access to the App, you hereby represent and warrant to us that you are the authorized user, and you have the legal capacity to enter into a binding contract with Gracehopper, that you have read and understood these Terms, and that you agree to be bound by all the terms and conditions of these Terms. Your access to and use of the App is subject always to your full and ongoing compliance with these Terms.

You agree and acknowledge that, notwithstanding anything in these Terms:

1. Gracehopper has no control over and has no responsibility nor liability for the manner in which the App has been deployed or used by you, and/or by any user authorised by you;

2. we shall have the right in our sole and absolute discretion, at any time and from time to time (1) modify, remove, suspend or discontinue any features or functionalities of the App, whether in whole or in part; or (2) terminate your activation and/or access or that of any of your authorised users, and we shall not be liable to you for any Losses as a result thereof;

3. we shall not be liable to you or any other person if any communication is delayed, intercepted, lost or otherwise failed to reach the other party during the process of delivery, transmission or dispatch, or the contents of any communication is disclosed to any third party during the process of delivery, transmission or dispatch;

4. we shall have the right to take any steps to prevent the App from being accessed or used in any jurisdiction as we may determine in our sole and absolute discretion from time to time;

5. it shall be your sole responsibility to ascertain whether any legal or regulatory restrictions apply in relation to your use of the App or in its deployment for use by any users authorised by you. We shall not be liable for any contravention of such legal or regulatory requirements, nor for any Losses arising out of or in connection with your access, use or inability to access or use the App;

6. Any content or information generated by you in relation to the usage of the App is only for your personal use only and not to be used for any commercial use unless permitted in writing by Gracehopper. The binding of this Terms does not represent a license to use the App or its output for any commercial use by you; and

7. you hereby represent and warrant to us that your use of the App and that of your authorised users and/or any such access to the App meets all applicable legal or regulatory requirements under applicable law. You shall fully indemnify us from and against any Losses that we may be subject to or suffer in connection with any failure by you to comply with any legal or regulatory requirements or any breach of your obligations under these Terms.

All Intellectual Property Rights in and to the App belong to Gracehopper and/or its affiliates. Nothing in these Terms shall operate to transfer ownership of any such Intellectual Property Rights to your organization and you.

You shall not, without Gracehopper's prior written consent:

1. use any trademarks, service marks, logo, trade names, domain names, website names, other distinctive brand features or specific descriptions which will allow a third party to identify Gracehopper and/or its affiliates, including without limitation to the mark "Gracehopper" (hereinafter collectively referred to as "Proprietary Markings") belonging to Gracehopper and/or its affiliates;

2. with respect to any of the aforementioned Proprietary Markings (whether in itself or in combination with any other elements), display, use, apply for registration of trademarks, apply for registration of domain names, or represent to any other persons, whether expressly or impliedly, that you have the right to display, use or to otherwise dispose of the Proprietary Markings;

3. modify, alter, remove, delete or destroy any of Gracehopper's Proprietary Markings or proprietary legends placed upon or contained within the App or any related materials or any documentation provided in connection with the App; and

4. take any action which would cause the App or any part thereof to be placed in the public domain or to become open source software or permit any third party to do so.

5. In these Terms, "Intellectual Property Rights" include patents, trade marks, service marks, logos, get-up, trade names, goodwill and the right to sue for passing off or unfair competition, internet domain names, rights in designs, copyright (including rights in computer software), moral rights, database rights, utility models, rights in know-how and trade secrets, and other intellectual property rights, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world.

To the fullest extent permitted by applicable law, you acknowledge and agree that the App, including any software/application made available to you in connection therewith, are each provided on an "AS-IS" and "AS-AVAILABLE" basis and with faults. Gracehopper does not make any representations or warranties, whether express, implied, statutory or otherwise regarding the App, and hereby specifically disclaims and excludes all implied warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law, including without limitation, any implied warranty of non-infringement of third party rights, title, merchantability, satisfactory quality, timeliness, effectiveness, adequacy, completeness, timeliness, currency, security, reliability, performance, continued availability, inter-operability with other systems, or services, accuracy, or fitness for a particular purpose, and no such warranty or representation is given in conjunction with any software and/or the App. For the avoidance of doubt, Gracehopper does not warrant that the App will meet your requirements, operate without interruption, achieve any intended result, be compatible or work with any software system or other services, will not infringe any person's rights (including Intellectual Property Rights), will be secure, accurate, complete, up to date, effective, uninterrupted or error-free, or will not contain any harmful code. No oral or written information or advice given by Gracehopper or its representatives shall create any warranties, representations, conditions or any other terms of any kind whatsoever implied by statute or common law. Your use of the App is entirely at your organization and your own risk.

To the extent permitted by the applicable law, nothing in these Terms excludes or limits Gracehopper's liability for death or personal injury resulting from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.

Subject to this clause, to the maximum extent permitted under applicable law, in no event shall we and/or our related corporations, as well as our/their respective employees, servants, officers, agents, directors, partners and/or permitted assigns, be liable to you or any other party for any includes all losses, settlement sums, costs (including legal fees and expenses on a solicitor-client basis), penalties (including without limitation any levies or charges imposed by any governmental or regulatory authority), fines, charges, fees, expenses, actions, proceedings, damages, claim, action, application, demand, proceeding, threat or any other analogous claims, demands and other liabilities, whether foreseeable or not (collectively ("Losses")), even if informed of the possibility thereof, arising from or in connection with:

1. Losses which are of an indirect, incidental, consequential, special, exemplary, punitive, or enhanced nature of any kind, regardless of the cause thereof;

2. any Losses of: (1) revenue; (2) business and/or business opportunities (including without limitation any interruption of business); (3) anticipated savings; (4) data; (5) goodwill; (6)  business reputation; (7) profits; and/or (8) value of any equipment;

3. any act or omission of telecommunication carriers, internet service providers or any Third Party Providers;

4. your breach or non-compliance of these Terms; and/or

5. third party costs, under any theory of liability, including without limitation contract, negligence, strict liability, or other theory arising out of or relating in any way to your use of or access to the App, even if Gracehopper has been advised of the risk of such Losses.

6. ​To the extent not excluded, to the maximum extent permitted by applicable law, Gracehopper's maximum aggregate liability to you arising out of or relating in any way to your access to and/or use of the App, whether based on an action or claim in contract, negligence, tort or otherwise, shall not exceed US$500 or the equivalent value in Indonesian Rupiah.

You agree and acknowledge that:

1. the App may contain third party links and/or Artifical Intelligence ("AI") generated content;

2. should you leave the App via such a link, the content that you view in such linked web pages or websites and/or applications owned or operated by third parties is not provided or controlled by us;

3. we have not developed or reviewed, and to the extent permitted by the prevailing laws and regulations, are not responsible for the consequences of your consuming the AI content nor your accessing to the linked web page or website and/or application, and/or the content at those web pages or websites and/or applications;

4. we make no guarantee, representation or warranty as to, and have no liability for, any content at those web pages and the content created by AI, websites and/or applications, including, but not limited to, guarantees, representations and warranties regarding truth, adequacy, originality, accuracy, timeliness, completeness, reasonableness, non-infringement, suitability, satisfactory quality, merchantability or fitness for any particular purpose or any representations or warranties arising from usage, custom of trade or by operation of law;

5. any such content generated nor the link to other linked web pages or websites and/or applications of the App does not constitute an endorsement, authorization, verification or representation that we are affiliated with the operators or owners of those linked web pages, websites, applications or the contents contained therein;

6. We make no guarantee nor reviewing the content made by our AI system and the content generated should be deemed as entertainment only and has no factual truth in it; and

7. Notwithstanding on the above, we will monitor and to the extent possible ensure that third party links and the AI generated content does not contain any prohibited information and/or illegal electronic advertisement under the prevailing laws and regulations. Should there be any prohibited information and/or illegal electronic link from third party, please contact us immediately through the form on our website.

You further agree and acknowledge that your access to and/or use and/or consumption of such AI generated content and/or linked web pages or websites and/or applications shall be entirely at your own risk and subject to the terms and conditions of access and/or use contained therein. To the extent you choose to use the products or services provided by linked web pages, websites and/or applications, you agree and acknowledge that you shall be solely responsible for your compliance with applicable law. We shall have the right to change, suspend, remove, disable or impose access restrictions or limits on any linked web pages, websites and/or applications at any time without notice or liability to you.

You further agree and acknowledge that, if to any extent we make available services or licences (including without limitation in respect of telecommunications, cloud services or infrastructure) provided by third party service providers ("Third Party Services" and "Third Party Providers") to you, the fullest extent of our obligations in connection with Third Party Services is to only facilitate the making available of Third Party Services by Third Party Providers as principals in their own right to you on a pass-through basis and "as received" by you. You shall be bound by the terms of Third Party Services as revised from time to time and notified to you, and any fees payable in connection therewith shall be borne by you. We shall not be considered a provider of Third Party Services to you, and we shall not be responsible for the performance or non-performance of Third Party Services.

If you elect to provide any feedback or comments to Gracehopper related to the App ("Feedback"), and unless we indicate otherwise, you hereby grant Gracehopper a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Feedback throughout the world in any media. You grant Gracehopper and sublicensees the right to use the name that you submit in connection with such Feedback, if they choose.

Gracehopper shall have the right to use and disclose such Feedback in any manner and for any purpose in Gracehopper's discretion without remuneration, compensation or attribution to you, provided that Gracehopper is under no obligation to review, consider, or implement such Feedback. Notwithstanding anything herein to the contrary, Gracehopper may use and publish your testimonials and Feedback regarding the App in publications, presentations and marketing assets used by Gracehopper.

We may amend these Terms from time to time, including, for instance when we update the functionality of the App or when there are regulatory changes. We will use commercially reasonable efforts to provide reasonable notice to all users of any material changes to these Terms, such as by e-mail and/or placing a notice on our website, via the App, and/or such other channels as we may designate from time to time. However, you shall be responsible to review these Terms regularly to check for such changes. We will also update the date indicated at the title of these Terms, which reflect the effective date of such Terms. If you do not agree to the new Terms, you must stop accessing or using the App (and/or any part thereof).

These Terms and any non-contractual rights or obligations arising out of or in connection with it shall be governed by and construed in accordance with laws of the Republic of Indonesia without giving effect to any choice or conflict of law provision or rule whether of the Republic of Indonesia (or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the Republic of Indonesia.

Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Badan Arbitrase Nasional Indonesia ("BANI") in accordance with the Arbitration Rules of the Badan Arbitrase Nasional Indonesia ("BANI Rules") for the time being in force, which BANI Rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Jakarta, Indonesia. The language of the arbitration shall be Indonesia.

We do not guarantee that the App will be secure or free from bugs or viruses or that the content generated by AI is free from factual error nor that the content represents the view of Gracehopper nor the party that it tried to mimic as a digital clone. You are responsible for configuring your information technology, computer programs and platform to access the App. You should use your own virus protection software. We will implement reasonable and appropriate measures designed to help you secure the App against accidental or unlawful loss, access or disclosure.

You may not assign any of your rights or delegate your obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of us. We may assign these Terms in their entirety (including all terms and conditions incorporated herein by reference), to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

These Terms have been prepared in both English and Indonesian languages. If there is any inconsistency or conflict between the English and the Indonesian languages version of this document, the English language version shall prevail.