TERMS AND CONDITIONS OF STORE USERS AND EMPLOYEE USERS
These service terms and conditions govern the contractual relationship between Store Users (hereinafter, the “Store Users”) and/or the employees of the Store Users (hereinafter the “Employee Users” and together with the Store Users, the “Users”), with the pertinent Contracting Party, which data and definition is established in clause sixteen hereof (hereinafter “GOJIRAF”, and together with the Users, the “Parties”) based on the use of the web site and/or application under URL [ ] (hereinafter, the “Platform”) owned by GOJIRAF. The Users are subject to the respective General Terms and Conditions, and to all other policies and principles that govern GOJIRAF and that are made a part hereof by reference.
ANY LEGAL OR NATURAL PERSON WHO DOES NOT ACCEPT THESE GENERAL TERMS AND CONDITIONS, WHICH ARE MANDATORY AND BINDING, MUST REFRAIN FROM USING THE PLATFORM.
The User must read, understand and accept all the conditions established in the General Terms and Conditions and in the Privacy Policy.
By accepting these Terms and Conditions, the Employee Users declare to be over 18 (eighteen).
GOJIRAF provides a Platform so that the Store User can appoint Employee Users with the purpose that the latter can contact live with the Purchase Users, as defined below, through a video call to make a free demonstration of the products of the Store Users that are of their interest and are available at such time (hereinafter, the “Products”), in order to eventually sell them (hereinafter, the “Service”).
CLAUSE ONE: Registration form
- To access the content of the Platform, the Store User shall fill in all the fields of the registration form with valid data and verify that the information that the Store User makes available to GOJIRAF is accurate, precise and true (hereinafter, the “ Store User Registration“).
- In turn, once the Store User Registration has been made, the Store User can grant personal accounts to the Employee Users to access the Platform with the user name and password that the Store User may give (hereinafter, the “Employee User Account”)
- GOJIRAF can use different means to validate the identity of the Users.
- Users can sign in their accounts by entering (i) their e-mail, and (ii) the personal security key chosen (hereinafter, the “Account”). The Account is personal, unique and non-transferable, and a same User is forbidden from registering or having more than one Account. If GOJIRAF finds or reasonably believes that different Accounts have coincident or related data, it can cancel, suspend or disable all or some of the related Accounts and this shall not imply any right whatsoever to make a claim by the Users holding such Accounts. The User shall be the only liable party for taking care of his/her Account, and for maintaining his/her access passwords protected. The User takes full responsibility before GOJIRAF and third parties for the damages that may be caused as a result of his/her own actions, or the actions of his/her employees, or third parties authorized or not connected through the Account, and shall indemnify and hold GOJIRAF harmless for such undue use.
- The Store User can register or cancel the registration of Employee Users that it may consider necessary, and this shall not entitle the Employee User to make any claim.
1.6. In order to acquire the status of User of GOJIRAF, Users must fill in the Registration, accept the Privacy Policy and these Terms and Conditions.
1.4. GOJIRAF reserves the right to request any evidence and/or additional data in order to verify the personal data, and to suspend temporarily and/or finally the Service to any User whose data could not be confirmed. The personal data that the User supplies shall become part of a personal database for which GOJIRAF is liable. For more information, refer to the Privacy Policy.
1.5. Competitors are forbidden from accessing the Service rendered by GOJIRAF, except with the prior consent of GOJIRAF. Accessing the Service rendered by GOJIRAF in order to monitor its performance or functionality, and publish them or making them available to any competitor or third party not governed by these Terms and Conditions, or for any other competitive purpose or reference, is also forbidden.
CLAUSE TWO: General Service Conditions
2.1. The Service of GOJIRAF consists in making a Platform available so that Store Users can, through Employee Users, connect with their clients for the purposes of selling their Products online. That is to say, the clients of the Store User who will be in turn users of the Platform (hereinafter, the “Purchase Users”) will have the possibility to enter the Web sites of the Store Users and, through the Platform, can receive virtual assistance from the Employee Users and ask them to make certain audiovisual live content (hereinafter, the “Audiovisual Content”) for the purposes of making a free demonstration of those Products of their interest (hereinafter, the “Request”).
Once the Request of the Purchase User is accepted by the Employee Users, the latter must make the Audiovisual Content of the Products chosen by the Purchase User. The Employee User can make an Audiovisual Content for a public of Purchase Users, who can interact with the Employee User through a chat, or for a single Purchase User, who will communicate through video call (and will decide whether or not to turn on the camera).
In turn, if the Purchase User is interested in acquiring such Products, the Employee User will direct him/her to the Web page of the Store User and/or through the Platform owned by GOJIRAF for such purchase, as applicable. GOJIRAF shall not be liable for the mistakes or defects that may arise in the Audiovisual Content or if the same is not compatible with the Platform of GOJIRAF. The Store User shall be fully liable for the Audiovisual Content added to the Platform, as well as for the mistakes and/or incompatibilities that such may have with respect to the Platform.
2.2. If the Purchase User chooses to purchase the Products through the Platform of GOJIRAF, the Employee User and the Store User understand and accept that the payment shall be made through payment processing platforms belonging to third parties, so therefore, GOJIRAF will not be liable for any defect that such process may have.
Once the Purchase User makes the payment, he/she shall receive an e-mail from GOJIRAF and/or the Store User, depending the platform used for the purchase, with a detail of the Product and the purchase made. This will also be shown on the Platform offered to the Store User. The Store User shall be the only party liable for delivering the Products in good conditions and for complying with the obligations established by its business model.
2.3. GOJIRAF will make available a means of communication between Employee Users and Purchase Users. Conversations can be stored to be used to: i) improve the service quality and the use of the Platform; ii) as evidence /safeguard of the purchase of the Products, if a purchase was made.
The Employee User understands and accepts that the Audiovisual Content shall remain the property of GOJIRAF. The Audiovisual Content shall be created and/or made based on the specific request of the Purchase User and with the formalities required by the Store User depending on its business. Furthermore, the Employee User understands and accepts that he/she shall not receive any kind of additional compensation for the Audiovisual Content, that is to say, neither the Purchase User nor GOJIRAF shall pay the Employee User for generating the Audiovisual Content through the Platform; such activity shall derive from the employee-employer relationship with the Store User.
2.4. The Users understand and accept that the Audiovisual Content will belong and be the exclusive property of GOJIRAF, and this shall not give rise to any claim whatsoever from the Users. In this sense, with the acceptance of these Terms and Conditions, the Users assign and transfer irrevocably and for free to GOJIRAF and its related companies, all property right and intellectual property in the Audiovisual Content for perpetuity, exclusively and without any territory limitation, to which end, if necessary, they undertake to sign any required document or proceeding. Notwithstanding this, GOJIRAF shall provide to the Store User, whenever it so requests, a non-exclusive, free, revocable, non-commercial, transferable use license for the term of the Service, with no possibility to give it in sub-license to third parties (hereinafter, the “License”), so that the Store Users can use them to continue selling their products, offer higher security, improve public attention and for advertising purposes. GOJIRAF will not necessarily store the entire Audiovisual Content that arises from the use of the Platform by the Purchase Users. In this sense, if applicable and requested, the Store understands and accepts that GOJIRAF will supply the Audiovisual Content that it may have available, and this shall not give rise to any claim whatsoever from the Store.
2.5. Store Users cannot use the content of the Audiovisual Content for a purpose other than that mentioned in Clause 2.4. hereof, except expressly authorized by GOJIRAF.
2.6. The Users understand and accept that the Service shall be rendered for a consideration by GOJIRAF.
2.7. The Audiovisual Content is the responsibility of the person or entity that transmitted it through the Platform. If a User considers that the Audiovisual Content breaches these Terms and Conditions and/or is contrary to morals and good use, or if he/she considers it breaches the law, the User can communicate this to GOJIRAF through the means established in Clause Eleven hereof and GOJIRAF shall analyze the claim. In the event that GOJIRAF has reasonable reasons to consider that the Audiovisual Content breaches the provisions of these Terms and Conditions or may generate damages to GOJIRAF, to our Users or to third parties, GOJIRAF can withdraw or disable such Audiovisual Content partially or totally.
GOJIRAF will inform the reason of its decision, unless it has reasonable reasons to believe that, by doing so: (a) the law or the directions of the competent authority could be breached, or it could entail a legal responsibility for GOJIRAF or for its related entities; (b) an investigation, or else the integrity or the operation of the Service could be jeopardized; or (c) damages could be caused to another User, to a third party, or to GOJIRAF and/or its related entities.
The Users understand and accept that if the Audiovisual Content is uploaded to social networks, the same could be used and/or reposted by GOJIRAF in its own social networks.
GOJIRAF can store the content of the Audiovisual Content to use it for the purposes set forth hereunder, as well as to conduct a quality control of it.
CLAUSE THREE: Image assignment. Authorization to use Copyrights and/or Intellectual Property Rights of Third Parties.
3.1. The Employee Users hereby assign the image rights over the Audiovisual Content where they participate, including without limitation, their personal images, fixed or in movement that may be used in the content of the Audiovisual Content (the “Assignment”). The Employee Users guarantee that such Assignment is made for perpetuity, for the global territory and for the total compliance of the purposes included in these Terms and Conditions and for advertising purposes, if necessary. The Employee Users understand and accept that GOJIRAF can, if it considers it necessary, use his/her the image to offer the Service even after the relationship between the Employee User and the Store User has finished.
3.2. Furthermore, the Store Users and Employee Users shall ensure and guarantee that the Audiovisual Content generated through the Platform will not violate third-party rights. Any claim from a third party with respect to property rights, intellectual property or any other applicable right regarding the Audiovisual Content shall be the exclusive responsibility of the Users who shall hold GOJIRAF harmless against them at all times.
CLAUSE FOUR: Consideration.
4.1. The Store Users shall pay a consideration for the offered Service, which can be paid by credit card, debit card and/or bank transfer, as established by GOJIRAF on the Platform at the time of payment. The Store User can use two payment schemes, as detailed below:
- Scheme I: it consists in paying a monthly fee and/or annual fee, at the choice of the Store User; such monthly fee shall be specified through the following LINK;
- Scheme II: it consists in paying a percentage of the payments obtained by the Store User for the sale of the Products made through the Platform. Such percentage shall be announced by GOJIRAF through the following LINK.
4.2. GOJIRAF can use third-party platforms to process such payment, and this shall not give rise to any claim whatsoever from the Store User.
4.3. Furthermore, GOJIRAF reserves the right to change, modify, add or eliminate the referred amounts from time to time, at its own discretion, and the new fees or percentages shall be notified by publishing the new version in the links mentioned in Clause 4.1. (i) and (ii), and shall be notified 30 (thirty) days in advance through the forms of contact that the Users establish at the time of registering in the Platform.
4.4. Non-compliance with the payment obligations assumed by the Store Users shall entitle GOJIRAF to suspend or cancel the Service definitively without this giving rise to the right to make any claim whatsoever in favor of the Users.
4.5. GOJIRAF also reserves the right to take the judicial and extrajudicial measures that it may deem appropriate in those cases where there are debts from the Users.
4.6. The holder of the credit card is liable for the data stated at the time of the request and/or reservation of the selected Service and is the only party bound for the payment before the issuer of the credit card. Any disregard of charges must be made before the issuing bank of the credit card pursuant to the provisions of the Credit Card Law N° 25.065.
CLAUSE FIVE: Brand License
5.1. The Store User hereby grants a license to use its brands and logos, on a non-exclusive, non-transferable and free bases, to be used globally, provided it has an Account in the Platform, so that GOJIRAF can use them on its Platform and send notices to the Purchase Users related to the Products on behalf of the Store User and/or for the commercial promotion of the Platform and/or in promotional or communication actions for the public in general tending to promote the Platform in graphic, audiovisual and digital means of communication (newspapers, magazines, promotional brochures, posters, radio, TV) and on social networks or new means of communications that may arise in the future (hereinafter, the “Brand License”).
5.2. GOJIRAF shall not conduct any action that has an adverse influence on the image and reputation of the Store User, or that conflicts with its ideals and aims. Furthermore, the Store User shall be entitled to require the exclusion of any promotional element that may affect negatively its reputation or neutrality, or that may be inconsistent with its objectives, principles, policies or plans. Moreover, the Store User can ask GOJIRAF, at its own discretion and at any time, certain conditions for the use of the brands or even ask that in certain cases the brands not be used.
5.3. It is set forth that GOJIRAF shall not use the brands and/or logos of the Store User for any use other than that set forth herein. Once the Service is cancelled, GOJIRAF shall immediately cease to use the licensed brands with no need of any demand or communication whatsoever from the Store User.
CLAUSE SIX: Use of the Platform.
6.1. GOJIRAF shall not be liable if the Users do not have a means of communication or technology that is compatible with the use of the Platform to access the information.
6.2. The Users undertake to make adequate and lawful use of the Platform in accordance with the applicable laws, these Terms and Conditions, generally accepted morals and good use and public order.
6.3. By using the Platform or the Services, Users agree that they shall not:
- ask for the Service with unlawful, illegal purposes, contrary to the provisions of these Terms and Conditions, to good faith and public order, harmful of the rights and interests of third parties.
- try to damage the Service or the Platform in any way, or will access to restricted resources of the Platform.
- use the Service or the Platform with any unauthorized or incompatible device.
- introduce or disseminate computer viruses or any other physical or logical systems that are capable of causing damages to the Platform.
CLAUSE SEVEN: Liability. Guarantees.
7.1. GOJIRAF only makes available to the Users a Platform for the purposes of offering the referred Services, in accordance with the provision of these Terms and Conditions. GOJIRAF is only a simple intermediary between the Store Users and/or the Employee Users and the Purchase Users in order to create Audiovisual Content that will cooperate with the purchase of the Products. GOJIRAF is a hosting services provider for such Audiovisual Content and/or the purchase of said Products.
Furthermore, GOJIRAF takes no responsibility for any conflict derived from the relationship generated between the Purchase User and the Users by virtue of the generation of Audiovisual Content.
7.2. The Users and the Purchase Users understand and accept that GOJIRAF is a mere intermediary and therefore shall not be liable for the Products assigned and/or purchased and/or for the means of payment accepted by the Purchase User. The Store User shall be entirely liable for any conflict that GOJIRAF may suffer due to the negligent actions of the Store User and/or the Employee Users, and shall return any expenses that GOJIRAF may have incurred for such action and/or for claims made by Purchase Users and/or third parties.
7.3. Moreover, the users and Purchase Users accept that in the event that the payment is made through the Platform owned by the Store User and/or through processing payment platforms of third parties, GOJIRAF shall not be liable for any defect that such process may suffer.
7.4. The User knows and accepts that by operating with GOJIRAF it does so at its own risk. In no case will GOJIRAF be liable for loss of profits, or for any other damage and/or harm that the User may have suffered due to the Services rendered.
7.5. Based on the foregoing, the Store User guarantees that it shall hold GOJIRAF harmless at all times for and against any claim that its employees and/or third parties may make, and shall answer for all legal actions, whether administrative, judicial or private agreements, including the expenses and costs incurred by GOJIRAF in its defense, including without limitation, rates, taxes, fees, reasonable fees of attorneys, experts and other professionals, amounts for damages, fines, bonds and any other pay that GOJIRAF may or had to pay.
CLAUSE EIGHT: Use and guarantee of the Platform.
8.1. GOJIRAF does not guarantee the availability and operative continuation of the Platform. As a result, in no case will GOJIRAF be liable for any damages that may derive from (i) lack of availability or accessibility to the Platform; (ii) interruption in the operation of the Platform or computer failure, telephone failure, disconnection, delays or blockades caused by deficiencies or overload of the lines, data centers, in the communication systems, Internet or in other electronic systems, produced during its operation; and (iii) other damages that may be caused by third parties through unauthorized intromissions beyond the control of GOJIRAF.
8.2. GOJIRAF does not guarantee the absence of virus or other elements on the Platform introduced by third parties unconnected to GOJIRAF that may cause alterations in the hardware or software of the User or in the electronic documents and files stored in their systems. Therefore, in no event will GOJIRAF be liable for any damages of any nature whatsoever that may derive from the presence of viruses or other elements that can cause alterations on the hardware or software, electronic documents or files of the User.
8.3. GOJIRAF adopts different measures to protect the Platform and the content against computer attacks from third parties. Notwithstanding this, GOJIRAF does not guarantee that unauthorized third parties cannot know the conditions, features and circumstances in which the User accesses the Platform. Therefore, in no event will GOJIRAF be liable for the damages that may derive from such unauthorized access.
8.4. By accepting these Terms and Conditions, the User declares that it shall hold GOJIRAF, its controlled and controlling companies, directors, partners, employees, attorneys and agents harmless against any claim derived from: (i) non-compliance by the Users of any provision in these Terms and Conditions or any other law or regulation applicable to them, (ii) non-compliance or breach of the rights of third parties including, without limitation, other Users; and (iii) non-compliance of the permitted use of the Platform.
CLAUSE NINE: Industrial and Intellectual Property Rights
9.1. The User acknowledges and accepts that all industrial and intellectual property rights over the content and/or any other elements inserted on the Platform (including, without limitation, brands, logos, trade names, texts, images, graphics, designs, sounds, databases, software, flowcharts, presentation, audio and video), belong to GOJIRAF.
GOJIRAF authorizes the User, during the effectiveness of the Service, to use, visualize, print, download and store the content and/or the elements inserted on the Platform exclusively for its personal, private and not-for-profit use, refraining from performing on them any act of decompilation, reverse engineering, modification, disclosure or supply. Any other use or exploitation of any content and/or other elements inserted on the Platform different than those expressly set forth herein are subject to the prior authorization of GOJIRAF.
9.2. GOJIRAF shall have at all times the rights and exclusive property over the entire content of the Audiovisual Content, including all works, sketches, layouts, designs, drawings, paintings, files, keys, credentials, modules or other products of works derived therefrom, throughout the entire world and for the term of the Copyright over them, and without limitation. Consequently and with the limitations mentioned above.
GOJIRAF shall be considered to be the owner of the content of the Audiovisual Content and shall have exclusive right over it (and over all new extensions and renovations of it), and shall have absolute title over the content of the original Audiovisual Content and all its copies. GOJIRAF shall have the right to edit, alter, adapt, add or in other way dispose of the same, market, exploit or otherwise not make use of it, or make total or partial use of it, as it desires at any time and at its own discretion. The Users shall have no rights of any nature whatsoever in or over the Audiovisual Content, and shall have no right to the payment of royalties, commissions or others with respect to the Audiovisual Content. In the event that the relationship among the Users terminate in advance, the Employee User shall deliver to GOJIRAF all investigations, designs, specifications and any other product or information of the Audiovisual Content, as well as its copies. The Users agree to sign those other documents or to perform those other actions that are required to prove and/or confirm the title of GOJIRAF over any part or over all what is mentioned above.
CLAUSE TEN: Confidentiality.
10.1. The Parties shall keep strict confidentiality and shall not disclose or reveal to third parties, either totally or partially, without the previous and express written consent of the disclosing Party, any information, matter or object that may be disclosed to it by any of the Parties as being confidential, secret or the property of such Party, such as trade secrets or commercial policies, or any other information that, due to the circumstances of its disclosure, must be considered as confidential (hereinafter, the “Confidential Information”); to which end, it shall take all reasonable precautions in order to prevent its unauthorized dissemination or disclosure and shall refrain from sharing any or all the information with any third party for whatever reason, except if required by legal order. The confidentiality duty includes, without limitation, all those documents, whether handwritten or in magnetic support, oral or written instructions or orders, that any of the Parties may have given the other or that become known to them by virtue of the generation of Audiovisual Content.
CLAUSE ELEVEN: Data Protection
11.1. Personal Data that the User supplies in the Registration shall become part of a database for which GOJIRAF shall be liable, whose address is stated in the heading of this document.
11.2. GOJIRAF declares that personal data of the Users shall be only used for the purposes of rendering the Service in accordance with the provisions of Clause Two.
11.3. Users can exercise the rights to access, rectify, withdraw, and update their Personal Information, as well as to object its processing, all in accordance with the provisions of the applicable regulations.
11.4. GOJIRAF undertakes to guarantee the fulfillment of the provisions of the laws applicable to the protection of personal data of the Users and/or any third party, such as, for example, but without limitation, Law 25.326 and Decree 1558/2001 of the Argentine Republic, as well as to guarantee the rights conferred in the referred regulations.
CLAUSE TWELVE: Notices
12.1. GOJIRAF can give timely notices to the User through a general notice on the Platform. The User can give notice to GOJIRAF by sending an e-mail to comercial@gojiraf.ai.
CLAUSE THIRTEEN: Assignment
13.1. The Users cannot assign their rights and obligations arising from these Terms and Conditions without the previous written consent of GOJIRAF. GOJIRAF can assign, with no need to obtain the previous consent of the User, these Terms and Conditions to any entity of its group of companies, throughout the world, as well as to any person or entity that may be its successor in the exercise of its business for whatever title.
CLAUSE FOURTEEN: TERM
14.1 Unless the Store User and GOJIRAF establish a different term in a separate agreement, the contractual relationship arising from the acceptance of these Terms and Conditions shall be effective for an indefinite term or until the Store User or GOJIRAF states its intention to revoke it by sending a notice at least thirty (30) days before the day of rescission.
In no event will payment obligations be considered to be terminated when there are debts or any other kind of non-payment from the Store User.
CLAUSE FIFTEEN: Applicable law and jurisdiction
14.1. These Terms and Conditions, as well as the relationship between GOJIRAF and the User, shall be governed and construed in accordance with the Applicable Laws and Competent Courts as mentioned in Clause Sixteen.
CLAUSE SIXTEEN: Definitions.
“Contracting Party”: refers to the party identified in the following chart, based on its Account Country. If he/she replaces the Account Country for another one associated to a different Contracting Party identified below, he/she accepts that this Agreement be assigned to the new Contracting Party pursuant to Clause 13.1 and no action shall be required from any of the Parties.
Account country
Argentina
GOJIRAF Contracting Party
JIRAF GLOBE S.A.S.
CUIT
30-71648009-3
Domicile
República Arábe Siria Nro. 3388. Piso 2, Ciudad Autónoma de Buenos Aires
E-mail
comercial@gojiraf.ai
Account Country
Mexico
GOJIRAF Contracting Party
JIRAF GLOBE LLC
CUIT
EIN 61-191567
Domicile
3411 Silverside Road Tatnal Building, Delaware, United States
E-mail
comercial@gojiraf.ai
Account Country
United States
GOJIRAF Contracting Party
JIRAF GLOBE LLC
CUIT
EIN 61-191567
Domicile
3411 Silverside Road Tatnal Building, Delaware, United States
E-mail
comercial@gojiraf.ai
Account Country
Europe
GOJIRAF Contracting Party
GOJIRAF HOLDING LIMITED
CUIT
12935761
Domicile
Innovation Center, Gallows Hill, Warwick, CV34 6UW
E-mail
comercial@gojiraf.ai
Account Country
Brazil
GOJIRAF Contracting Party
JIRAF GLOBE LLC
CUIT
EIN 61-191567
Domicile
3411 Silverside Road Tatnal Building, Delaware, United States
E-mail
comercial@gojiraf.ai
14.2. “Account Country” is the country associated with your Account. If you have supplied a valid tax identification number in connection with your Account, your Account Country will be the country associated to your tax identification. If you have not supplied any valid tax identification number, your Account Country will be the country where your billing address is located.
14.3. “Applicable Law” and “Competent Courts” refer, as regards each Contracting Party, to the laws and courts appearing on the following chart:
Contracting Party
JIRAF GLOBE S.A.S.
Applicable Laws
Laws of the Argentine Republic
Competent Courts
Ordinary courts sitting in the City of Buenos Aires.