TERMS AND CONDITIONS

Please read these Terms carefully before accessing the Platform (including all of its domain levels) and requesting any Service provided by the Platform. The Company provides access to the Platform and its features on the terms set out in these user terms of Service. The Platform and the Service are designed to allow Users to Request Creators registered on the Platform to provide short, personalized audiovisual messages in consideration of the Fee.

By engaging with the Platform, Users accept all terms and conditions set out in these Terms (the “Terms”). Users are required to explicitly accept (opt in to) the Terms prior to placing a Request. These Terms contain the conditions for provision of the Service, about Users’ rights and restrictions on these rights, as well as a section regarding applicable law and jurisdiction of disputes. If a User do not wish to be bound by these Terms (or any future updated version of these Terms) or any other special documents issued by the Company, such User shall not be able to Request any Services available on the Platform, or such User has the option to not access the Platform.

These Terms may be updated from time to time at the sole discretion of the Company. Any changes to these Terms are effective immediately after being published on the Platform. The User undertakes to read the current version of the Terms, and if the User disagrees with the provisions of these Terms and the Service posted on it, the User must immediately stop using them. Any User who continues to use the Platform and its Service agrees to the updates made.

The Terms also apply to the rights and interests of third parties that are not Users of the Platform, but whose rights and interests may be affected as a result of the Users’ actions  or inactions.

1. DEFINITIONS
   • Company means the group of companies under Bongo Holdings PTE LTD, including, but not limited to its Bangladeshi subsidiary company Stellar Digital Limited. The Company is responsible for all Platform administration.
   • Content means the announcements, messages, and informational materials, including text, audio, video, and audiovisual materials provided by a Creator at the User’s Request. For example: a video birthday greeting recorded by the Creator after a User Request. Content is intended for personal use by individuals and is not intended for commercial use by organizations i.e. for advertising or other similar purposes.
   • Creator means any fully legally capable individual who is a well-known public figure (including, but not limited to, actors, musicians, athletes, influencers) who is registered as a Creator on the Platform and makes themselves available to provide Content at the request of Users.
   • Fee means the fee that a User has to pay to avail the Service and receive Content from the Creator. The price point of the Fee may differ from Creator to Creator, and is subject to change at the sole discretion of the Creator and the Company. Discounts to the Fee may be available for Users at the discretion of the Company.
   • Inappropriate means anything that:
     • is, that incites, or that encourages action that is explicitly or implicitly illegal, malicious, abusive, harassing, threatening, indecent, profane, obscene, hateful, derogatory, harmful to any reputation, pornographic, or otherwise objectionable;
     • shows and/or incites violence and cruelty to humans or animals,
     • infringes copyrights or third parties without the required explicit permission,
     • promotes hatred and/or discrimination of people on racial, ethnic, gender, religious, social grounds, insults anyone or organization,
     • contains elements of pornography, children’s eroticism, or otherwise advertises or promotes sexual services (including under the guise of other services);
     • explains the procedure for the manufacture, administration, or other use of narcotic substances or other comparable substances, explosives or other weapons;
     • contains campaigning political materials or statements;
     • encourages the commission of other illegal actions as well as assists people whose actions are intended to violate the restrictions and prohibitions of any country or state; or
     • is deemed as such at the sole discretion of the Company;
   • Payment Method means the online payment method used on the Platform, whereby Users shall enter their bank card details or any other required information, to process the payment and avail the Services.
   • Platform means the internet platform at www.josss.co (including any of its variations) operating as of the date of acceptance of these Terms by Users and those launched and put into operation during its entire validity term available to Users through the website, applications, and other resources. The Platform and its software constitute intellectual property that is owned by the Company.
   • Request means a request by a User for the provision and receipt of personalized Content from a Creator placed via the Platform. Upon placing a Request, the User enters into a Service Agreement.
   • Service means the hardware and software package as well as the databases posted on the Platform which allow Users to find out information about Creators regarding the commission Content, Request a Content commission, and enable the User to pay for Content ordered via the Platform.
   • Service Agreement means the agreement for the provision of Content concluded between a Creator and a User on the terms and conditions specified in the Request, subject to these Terms
   • User means any individual who visits the Platform, regardless of whether they place a Request or not.

2. GENERAL PROVISIONS
   • The relationship between a User and the Platform, and the User’s access and use of the Services are governed by these Terms and protected by the relevant Laws of the Jurisdiction of Singapore.
   • The User must read these Terms before using the Platform features and the Service. Upon placing a Request, the User agrees to these Terms fully and unconditionally, and confirms their full acceptance of these Terms in accordance with Singapore law.
   • As a condition of use and access to the Service, the User hereby represents and warrants that a) the User (meaning a natural individual), acting as a consumer, is at least eighteen (18) years old (or the equivalent age of majority in the User’s jurisdiction), or the User has their legal guardian’s prior consent; b) all information provided by the User when using the Service is true, accurate, current, and complete; and c) the User possesses the legal authority to accept these Terms and use the Service in accordance with all the terms and conditions set out in these Terms and Singapore law. If the User does not fully understand, agree, and comply with these Terms or is unable to enter into legally binding contracts, the User may not access the Platform and use the Service, and may not submit Requests on the Service.
   • By submitting a Request and using the Service, the User undertakes that the information provided to the Platform and the payment gateway is accurate, current, complete, complies with the law and is free from any third-party claims. This means that the User is legally not entitled to use and provide information that is confidential or otherwise protected by law.
   • The Platform administration at all times reserves the right to deny access to the Service (or part of it). In addition, the content and features of the Service may be adapted or have different availability e. g. depending on the location of the User (for example, certain content may only be available and accessible to Users at a certain geographic location or fulfilling certain criteria set by the Platform administration from time to time).
   • A Request for Content from legal entities (including for commercial use), as well as about the terms of providing such Content (price, terms and other conditions), is sent to the Platform administration at support@josss.co

3. USE OF SERVICE
   • The User may use the Service, in accordance with these Terms, for the purpose of posting Requests for Content to Creators. The Service also provides the User with the opportunity to review information about Creators, the deadlines, cost, and conditions for the production of Content.
   • The User may commission the production of Content from a Creator by submitting a Request via the Service. Upon the submission and completion of a Request, the User is charged the Fee via the relevant Payment Method.
   • Successful payment of the Fee engages the User and the Creator in the Service Agreement, of which no hard copy of the Service Agreement is signed by the parties. Consequently, it is noted that successful payment automatically constitutes a lawful agreement subject to these Terms.
   • Subject to the limited right of cancelation as set out in Section 4, the User must comply with the Terms as well as the requirements under the Request.
   • A Service Agreement is deemed concluded when the Content is delivered to the User through electronic means.
   • The Platform administration does not guarantee that all Creators are available (active) when the User makes a Request or that the Creators will respond (accept or not accept the Request to create the Content requested by the User) throughout the period specified in these Terms to the User’s request. Creators may, for reasons not dependent on the Platform administration, be unavailable (inactive) for shorter or longer periods of time.
   • The Platform administration is not responsible to the User for non-fulfilment by a Creator of the obligations under the Service Agreement and does not secure the fulfilment of the Service Agreement by the Creator. In case of valid cancelation (Clause 5) a refund may be applicable (Clause 6)
   • The User is responsible for ensuring compliance with these Terms and that the Service is used in compliance with these Terms.
   • When the User gains access or uses the Service (or part of it), the User must not:
     • breach or circumvent (or encourage anything that would breach or circumvent) any laws, rules, regulations, or third-party rights;
     • take any action or submit, post, share, or communicate anything that is or that incites or encourages action that is explicitly or implicitly illegal, abusive, harassing, threatening, indecent, profane, obscene, hateful, racist, derogatory, harmful to any reputation, pornographic or otherwise objectionable;
     • gain access (or attempt to gain access) to any area of the Platform where the User has no right or permission to be;
     • distribute or post spam;
     • distribute viruses, malicious software, use any worms, trojan horses, cancelbots, spyware, corrupted files, or any other automatic means to access, damage, disrupt, or interfere with the Platform for any reason;
     • modify any file or any other part of the Platform without a special authorization from the Platform administration;
     • collect information about other Users without their consent;
     • take any action that imposes or may impose, at the Platform administration’s discretion, an unreasonable and disproportionately large load on the Platform’s infrastructure;
     • frame, mirror, or otherwise incorporate any part of the Service into any other part of the Service, software without the Platform administration’s prior written consent;
     • interfere with any technical measures used by the Platform administration to provide the Service;
     • sell, buy, trade, or otherwise transfer to third parties his/her data, any access to the Service or any Content associated with the User’s request; or
     • impersonate another person or falsely imply that the User is an employee or representative of the Platform administration.
   • If the User acts in breach of these Terms or otherwise abuses the Service, the Platform administration reserves the right to:
     • limit, suspend, and deny access to the Service;
     • take technical and/or legal steps to prevent further use of the Service.
   • The Service (or part of it) may be unavailable for technical or maintenance-related reasons (whether on a scheduled or unscheduled basis).

4. CONTENT PROCESSES AND VETTING
   • The User is notified and understands that the Company merely provides a platform to facilitate the interaction and commercial transaction between Users (demand side) and Creators (supply side). It is the Creator, and not the Company, who is responsible for the creation, production, and quality of the Content. Therefore, the Company cannot guarantee that the Creator will provide the Content exactly as per the User’s Request (specification).
   • After a Request is submitted, a Creator has seven (7) calendar days to deliver the Content or to reject the Request (see also Clause 5). If Creators decline a Request, they are obliged to offer and argument for such rejection.
   • The Service is provided to the Users only for personal and non-commercial use. User Requests for the advertisement, promotion or endorsement of any sort of product is strictly prohibited.
   • Creators are entitled to record Content at the request of Users on any recording device as they wish although they should strive to achieve the best available quality.
   • The User acknowledges and agrees that Content descriptions are provided for information purposes only, and that Content may not meet all the specifications of each Request. Moreover, the Content quality may be different due to the hardware and software (including settings) used for Content display.
   • The User accepts that a Platform watermark (Josss branding) is affixed to the Content. The User agrees not to edit, change, cover or remove the watermark from the Content.
   • The Platform administration will vet every Request submitted by Users to ascertain the Request does not contain Inappropriate subject matter prior to forwarding such Request to the Creator. The Company may reject and cancel Inappropriate Requests at its sole discretion, subject to the below and Clauses 5 and 6.
   • The Platform administration will vet every Content recorded by Creators to ascertain the Content does not contain Inappropriate subject matter prior to forwarding such Content to the User. The Company may reject Content and cancel Requests that are deemed Inappropriate at its sole discretion, subject to the below and Clauses 5 and 6.

5. WITHDRAWAL, CANCELATION, AND REJECTION OF CONTENT REQUEST
   • The User acknowledges and agrees that the Content produced and delivered under these Terms is personalized and specifically produced for the User, which means that the User has no right of withdrawal and may not cancel their Request after it has been accepted by the Creator.
   • Notwithstanding the above, the User is entitled to cancel their Content request up until the Content request is accepted by the relevant Creator. If the User wants to cancel their order before acceptance of the request by the Creator, the User must contact the Company immediately via support@josss.co.
   • The Creator’s proposal for Content production and related information posted on the Service are not a public offer. This means that the Creator is entitled to decline to provide the User with the requested Content, at the Creator’s sole discretion. When a Creator rejects a Request, they have to provide a reasonable argument for such rejection.
   • If a Content Request is declined by the Creator, or if the Creator has been unable to respond within seven (7) calendar days, the Content Request will be deemed declined (not accepted), and the Fee will be refunded to the User subject to Clause 6.
   • The Company shall have the right to reject a Request, cancel an order, or withhold the delivery of the Content to a User at any point in time (including but not limited in relation to non-compliance, or inappropriateness), at the Company’s sole discretion. In such case, the Fee may be refunded to the User subject to Clause 6.

6. FEES, PAYMENTS & REFUND
   • The Fee for provision of Content is specified in each Creator’s order page. Fees may differ between Creators and are subject to change over time, at the discretion of the Creator and the Company.
   • All fees stated and mentioned for the Services are inclusive of VAT and other taxes.
   • Users pay for provision of the Service by completing a transaction through the Payment Method.
   • The Payment Methods offered by the Service are provided by third-party payment service providers and that the use of such third-party payment service providers is subject to such payment service providers’ terms of use. The User must ensure that he/she understands and agrees to all applicable terms and conditions for use of the selected payment service before using such third-party payment services.
   • Users are refunded in case of a valid cancelation subject to Clause 5.
   • In the case of a refund to the User, including but not limited to rejection/cancellation due to inappropriate Requests, the Company has the right to deduct reasonable expenses incurred in the facilitation of the Request from the refundable amount.
   • Refunds shall be processed by the Company within 30 days of confirmation of a valid cancelation.

7. INTELLECTUAL PROPERTY, LICENSE & DISTRIBUTION
   • A personal, revocable, non-exclusive, non-transferrable, non-sublicensable and limited right to access and use the Service on the terms and conditions set out in these Terms is hereby granted to the User. The Platform administration reserves all rights not expressly granted under these Terms.
   • All contents in the Service, including, text, graphics, logos, icons, pictures, sound files, Content, digital downloads, object code, source code and/or other related material are owned by the Company. Nothing in these Terms may be interpreted as a transfer of any of the Company’s intellectual property rights.
   • Only if the User is an individual, natural person, the Company and Creator grant the User a personal, non-exclusive, retractable, non-transferable and non-sublicensable right to use, distribute, reproduce, and publicly display the Content for non-commercial and non-promotional purposes, limited to social media platforms and messaging services for personal use only (“License”).
     • The License has no territorial restrictions and may be used worldwide.
     • The License has a duration of 60 (sixty) years, or as long as permissible under the copyright laws of the relevant jurisdiction.
     • The License is deemed granted to the User as soon as the User receives Content through the Service, and is granted to the User on the conditions set out in these Terms.
   • Users who are commercial entities, brands, agencies, or otherwise have an interest to commercially benefit from the Content, are explicitly NOT allowed to enter into a Service Agreement. Consequently, the License shall not be extended to such users. The Platform reserves the right to offer dedicated services to commercial users in the future.
   • The License explicitly limits and prohibits the User to:
     • Distribute the Content on other platforms than social media platforms and messenger services;
     • Monetize, or commercially exploit or benefit from the Content in any way, shape, or form, including but not limited to using the Content in connection with any business or commercial activity;
     • Edit, amend, modify, change, or adjust the Content;
     • Edit, change, cover or remove the Josss branded watermark from the Content, and not to assist and encourage any third party to do so;
     • Use the Content in any way that (explicitly or implicitly) is or may be considered offensive or harmful, including but not limited to illegal, abusive, harassing, threatening, indecent, profane, obscene, hateful, racist, derogatory, harmful to any reputation, pornographic, or otherwise objectionable content.
   • The User is hereby notified and explicitly agrees and gives consent to the Creator to grant the Company the exclusive, non-retractable, transferable, sublicensable, worldwide right to edit, modify, adapt, use, distribute, reproduce, and publicly display the Content for commercial and promotional purposes for a period of 60 (sixty) years via any media and on any platform as deemed fit at the Company’s sole discretion, including but not limited to the Platform, social media, and messaging services. For avoidance of doubt, this includes the right to display Content on the Platform as a sample video.
   • Notwithstanding anything to the contrary in these Terms, the User hereby grants to the Company a limited license to retain and use any result from the use of the Service for the sole purpose of improving and developing the Platform and Service.
   • Upon request from the Platform administration or the Creator, the User must take down or remove the Content from any platform it has been uploaded to, including social media platforms.
   • The User’s right to use the Service (including all its parts) and the Content is subject to the User’s continued compliance with these Terms.
   • Unless otherwise specified by the Platform administration, the User may not copy, modify, reverse engineer, or disassemble the Service (or its parts) on the Platform, including but not limited to text, graphics, logos, icons, pictures, sound files, digital downloads, object code, source code and/or other related material. The User is expressly prohibited from any use of data mining, robots, or similar data gathering and extraction tools when using the Platform’s Service.
   • The Company’s and Josss’ trademarks, trade names, and other signs included or referenced in the Service (“Trademarks”) are protected by national and international trademark laws. All use of the Trademarks is strictly prohibited. The Trademarks may not be used in connection with any product or service that is not approved by the Platform administration or that is in any manner likely to cause confusion among customers or that disparages or discredits the Company, the Platform, or the brand Josss.

8. LIABILITY, WARRANTY AND INDEMNITY
   • The Platform administration endeavors to keep the Service available at all times and to correct errors and defects without delay. However, the Platform administration neither represents nor warrants that the Service will be continuous, uninterrupted, or error-free, or that any defects will be corrected. Unless otherwise specified in writing, the Service and/or any product provided by the Company are rendered on an “as is” and “as available” basis, without any express or implied warranties whatsoever, including but not limited to implied warranties of non-infringement, merchantability, and fitness for a particular purpose.
   • The User acknowledges and accepts that the Service may become unavailable due to planned or unplanned service, maintenance and/or updates.
   • The Company expressly disclaims any liability for third-party content, including but not limited to Requests submitted by Users, and Content produced by Creators.
   • If the Platform contains references to services or resources provided by third parties, such links are provided for information purposes only, and the Platform administration has no control or liability for the content of such services or resources.
   • Since the Creators directly produce Content at the Users’ Request, the Platform administration and respective payment gateway are not responsible for any information and details in Content, and the Content itself, and are not responsible for the substance of the Content.
   • The User is responsible for the communication between his/her hardware and the Service on the Platform and for having the hardware and software necessary to access and use the Service. The User is solely liable for defects and limitations in his/her own software, hardware, or telecommunications services.
   • The Company is not liable for any indirect damages (lost profit, business interruption, reputational harm, or loss of data. even if the Company has been advised of the possibility of such damages or such damages are foreseeable) arising from or in any way connected with the User’s use of, or inability to use, the Service.
   • The online payment operators are not liable for any errors made by the Users when completing their payment as well as for the submission of incorrect payment details. In such cases, the Users are to handle further settlements with the Platform administration on their own.
   • The User agrees that the Platform administration is not liable for possible losses incurred by the User following the adoption of measures to preclude or prevent violations on the Platform related to the restriction or blocking of Users’ access to the Service.

9. COPYRIGHT POLICY
   • The Company respects the intellectual property rights of others and expects its Users to do the same. The Company will respond to notices of alleged copyright infringement that are officially submitted as per this Clause.
   • If the User believes or suspects that Content or other material used to provide the Service or in conjunction with any product or service offered by the Platform is in breach of these Terms or is used in a way that constitutes copyright infringement, please provide us with the following information: (а) identification of the copyrighted work  claimed to have been infringed; (b) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed (information reasonably sufficient to permit us to locate the material); (c) the User’s contact information (or other person), such as address, telephone number, and an email address; (d) a statement made by the User (or other person) that you believe in good faith that the use of the material in the manner complained of is not authorized by the copyright owner, his/her agent, or the law; and (e) a statement that information in the notification is accurate and that the User (other person) is authorized to act on behalf of the copyright owner.
   • For notice of alleged copyright infringement, contact Joss at support@josss.co

10. LINKS

The Service may provide links to third-party websites or services. The Company has no particular knowledge of information contained in such other websites or services and does not endorse companies or products to which they link. The Company is not liable for the content or policies of such websites and services and does not accept any liability for any damages resulting from access to or use of such other websites and services. For the avoidance of doubt, the Company neither endorses nor verifies the content, offerings, or conduct of third parties. If the User decides to access any of the third-party websites or services, the User will do so entirely at his/her own risk. The Company reserves the right to terminate any link or linking program at any time.

11. FORCE MAJEURE

Any failure or delay by the Platform in the performance of its obligations to provide services shall not be deemed a breach of its obligations to the User if such failure or delay is due to fire, flood, earthquake, elements of nature, public utility electrical failure, pandemics, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, strikes, lockouts, or labor difficulties, court order, outage, delays or disruptions of the Internet or telecommunications networks, third party non-performance or any other similar cause beyond the reasonable control of the Platform. The Company does not accept any liability for the consequences arising from any such force majeure circumstances.

12. ENTIRE AGREEMENT, AMENDMENTS AND CHANGES
    • Unless otherwise expressly agreed, these Terms constitute the entire agreement between the Company, Creator, and the User regarding the Service and replaces all earlier agreements and understandings between the parties.
    • The Company reserves the right to amend or change these Terms at any time. Any changes to these Terms will be notified to Users in advance and will enter into force upon the Users’ acceptance (as from accessing the Platform). If Users do not accept the amended or new Terms, they may not access, use, or continue to use the Service. The Company advises Users to periodically review the Terms to keep informed of any changes.
    • The Company reserves the right to change or modify the content and functions of the Services at any time without prior notification and will not be liable to any party in any way for possible consequences of such changes. The Company may suspend, discontinue, or restrict access to any part of the Service at any time and without notice.
    • By using the Service after amendments and/or changes have entered into force, the User agrees to all such amendments and/or changes.
    • The Company does not undertake to archive previous versions of these Terms. Instead, the Company recommends the User to print and save a copy of each version of these Terms.

13. MISCELLANEOUS
    • The Company may transfer all or some of its rights or obligations under these Terms to a third party without obtaining Users’ consent. Provided that such transfer does not (in the Company’s view) cause any significant disadvantage to the User, the User hereby agrees to such transfer.
    • Without the Company’s prior written consent, Users may not transfer any of the rights granted to them under these Terms.
    • If at any time any provision of these Terms is or becomes invalid, illegal or unenforceable under applicable law, the validity, legality and enforceability of the remainder of these Terms shall not be affected. In the event any provision is held in any proceeding to be invalid, illegal, or unenforceable, the deficient provision shall be replaced with a new provision permitted by applicable law and having an economic effect as close as possible to the deficient provision.
    • Delay by either party to exercise a right or remedy under these Terms shall not affect such party's right to enforce such right or remedy at a later time, except for failure to exercise a right or remedy within the time limit specified in these Terms or by law. A waiver by any party of any breach of any provision under these Terms shall not be construed to be a waiver by such party in relation to subsequent breaches of such or other provisions in these Terms.

14. GOVERNING LAW AND DISPUTES
    • Any disputes, disagreements, or claims arising between the parties from this agreement, including those relating to performance, violation, termination, or invalidity of this agreement, are to be resolved as per the set pre-court dispute settlement procedure.
    • The pre-court dispute settlement procedure is mandatory, and failure to comply with it will preclude direct appeal to the appropriate court. The Parties have thirty (30) calendar days to respond to a complaint from the date of receipt of that complaint.
    • If differences cannot be settled out-of-court, they will be referred for settlement to a court at the location of Bongo.
    • This agreement and any conflict, contention, litigation, or claim of any nature arising from or in relation to this Agreement shall be construed and settled in accordance with the law of Singapore.
    • If the User has any concerns or complaints, please contact joss at support@josss.co in the event of a dispute, out-of-court procedure for the settlement of the dispute is a mandatory step.