Customer Terms of Service

Effective: 19 April 2022

1. Introduction

1.1. These Customer Terms of Service (the “Customer Terms”) describe your rights and responsibilities when using our online Messaging Platform and platform (the “Services”). Please read these Customer Terms carefully. If you are a Customer (defined below), these Customer Terms govern your access and use of our Services. If you are being invited to a Messaging Platform set up by a Customer, the User Terms of Service (the “User Terms”) govern your access and use of the Services.

1.2. These Customer Terms (or, if applicable, your written agreement with us) and any Order Form(s) (defined below) together form a binding “Contract” between Customer and us. “JamAngle”, “we”, “our” and “us” refers to Applxbridge (Pty) Ltd, a private company registered in the Republic of South Africa.

1.3. As the Customer, if you purchase subscription(s), create a Messaging Platform (i.e., a digital space where a group of users may access the Services, as further described in our FAQs page), invite users to that message board, or use or allow use of that Messaging Platform after being notified of a change to these Customer Terms, you acknowledge your understanding of the then-current Contract and agree to the Contract on behalf of Customer. Please make sure you have the necessary authority to enter into the Contract on behalf of Customer before proceeding with any purchase or use of the Services.

2. Customer Choices and Instructions

2.1. The “Customer” is the organization that you represent in agreeing to the Contract. If your Messaging Platform is being set up by someone who is not formally affiliated with any organization, the Customer is the individual creating the Messaging Platform.

2.2. If you signed up for a plan using your corporate email domain, your organization is the Customer, and the Customer can modify and re-assign roles on your Messaging Platform (including your role) and otherwise exercise its rights under the Contract. If the Customer elects to replace you as the representative with ultimate authority (“Chief Editor”) for the Messaging Platform, we will provide you with notice following such election and you agree to take any actions reasonably requested by us or Customer to facilitate the transfer of authority to a new representative of Customer.

2.3. Individuals authorized by Customer to access the Services (an “Authorized User”) may submit content or information to the Services, such as messages or files (“Customer Data”), and Customer may exclusively provide us with instructions on what to do with it. For example, Customer may provide or remove access to the Services, and manage permissions, retention and export settings, Since these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data. Please review the FAQ page for more information about these choices and instructions.

2.4. Customer will (a) inform Authorized Users of all Customer policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of Customer Data; and (b) ensure that the transfer and processing of Customer Data under the Contract is lawful.

2.5. A subscription allows an Authorized User to access the Services. A subscription is required for each Authorized User of the Customer. A subscription may be procured through the Services interface, or in some cases, via an order/application form entered into between Customer and us (each, an “Order Form”). Please see the FAQs page for more information on procuring subscriptions and inviting new Authorized Users to the Messaging Platform. Each Authorized User must agree to the User Terms to activate their subscription. Subscriptions commence when we make them available to Customer and continue on a month-to-month basis, calculated in accordance with 4.1 and 4.2 below. Each subscription is for a single Authorized User and is personal to that Authorized User. Adding more subscriptions is a simple process and Customer may purchase more subscriptions at any time provided that if the number of Authorized Users exceeds the limit of a particular pricing plan, the Customer will be charged a higher rate. For more information on pricing plans visit the pricing page. Check out our FAQs page for additional information on setting up a Messaging Platform and assigning roles.

2.6. We may, from time to time, share information about our future product plans. Any public statements about those product plans should not be relied on when making a purchase. If Customer decides to buy our Services, that decision should be based on the functionality or features we currently have available and not on the delivery of any future functionality or features.

2.7. Occasionally, we look for beta testers to help us test our new features. These features will be identified as “beta” or “pre-release,” or words or phrases with similar meanings (each, a “Beta Product”). Beta Products are made available “as is,” and any warranties or contractual commitments we make for other Services do not apply. Should Customer encounter any faults with our Beta Products, we would love to hear about them; our primary reason for running any beta programs is to iron out issues before making a new feature widely available.

2.8. The more suggestions our customers make, the better the Services become. If Customer sends us any feedback or suggestions regarding the Services, there is a chance we will use it, so Customer grants us (for itself and all of its Authorized Users and other Customer personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer, any Authorized User or other Customer personnel.

2.9. Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our websites and products.

3. Customer and Authorized Users

3.1. Customer must comply with the Contract and ensure that its Authorized Users comply with the Contract and the User Terms. We may review conduct of Customer and/or Authorized Users for compliance purposes, but we have no obligation to do so. JamAngle is not responsible for the content of any Customer Data or the way Customer or its Authorized Users choose to use the Services to store or process any Customer Data.

3.2. If we believe that there is a violation of the Contract that can simply be remedied by Customer’s removal of certain Customer Data, we will, in most cases, ask Customer to take direct action rather than intervene ourselves. However, we may directly step in and take what we determine to be appropriate action if Customer does not take appropriate action, or, if we believe there is a credible risk of harm to us, the Services, Authorized Users, or any third parties.

4. Payment Obligations

4.1. For Customers that purchase our Services, fees are specified on the pricing page of our main website, and must be paid in advance and made in USD. Where Customer uses any other currency it will automatically be converted into USD via a third party payment gateway (PayPal) on the day payment is processed. Payment obligations are non-cancellable and, except as expressly stated in the Contract, fees paid are non-refundable. For clarity, in the event Customer:

4.1.1. downgrades from a paid pricing plan to a lower threshold pricing plan/free plan, Customer will remain responsible for any unpaid fees under the current pricing plan for the month in which the downgrade occurred, and Services under the paid pricing plan will be deemed fully performed and delivered for the remainder of that particular month. JamAngle will not reimburse the Customer any pro rata amount for any portion of a paid plan that is not utilized following a downgrade. If the downgrade is to a free plan, no monthly fee will be charged unless Customer subsequently increases the number of Authorized Users above the free pricing plan threshold; or

4.1.2. upgrades from one paid pricing plan to another paid pricing plan, the changes will be applied immediately and the charges or credits will be prorated and adjusted with the next billing cycle.

4.2. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Customer will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, Customer will reimburse us for such withholding tax.

4.3. Where Customer elects to use a free plan no billing information will be required. If the Customer elects to use a paid pricing plan then billing details must be provided upon sign up/registration.

4.4. We believe customers should only pay for subscriptions that are actually used. Customers are allowed to upgrade or downgrade a pricing plan at any time and in this regard their attention is drawn to 4.1.1 and 4.1.2. In the case of a downgrade all Authorized Users excepting the Chief Editor, will be deactivated. The Chief Editor will then select the Authorized Users they wish to remain active in accordance with the thresholds of that pricing plan. Certain exceptions and conditions may apply, as noted in the Services interface “check-out” or in an Order Form.

4.5. Any credits that may accrue to Customer’s account (for example, from a promotion), will expire following expiration or termination of the applicable Contract, will have no currency or exchange value, and will not be transferable or refundable. Credits accrued to a Messaging Platform on a free subscription plan will expire if the Messaging Platform’s plan is not upgraded to a paid plan within ninety (90) days of accrual, unless otherwise specified. For more information on credits, please see the FAQs page.

4.6. If any fees owed to us by Customer (excluding amounts disputed reasonably and in good faith) are thirty (30) days or more overdue, we may on ten (10) or more days’ prior notice of an overdue account, without limiting our other rights and remedies, downgrade any fee-based Services to free plans until those amounts are paid in full. For failed payments we use the process of dunning – our subscription and billing management Subprocessor shall attempt to retrieve payments up to four (4) times. More information on this process can be found here.

5. JamAngle’s Responsibilities

5.1. JamAngle will (a) make the Services available to Customer and its Authorized Users as described in the Contract; and (b) not use or process Customer Data for any purpose without Customer’s prior written instructions; provided, however, that “prior written instructions” will be deemed to include use of the Services by Authorized Users and any processing related to such use or otherwise necessary for the performance of the Contract.

5.2. Be assured that (a) the Services will perform materially in accordance with our then-current FAQs page; and (b) subject to 4.1.1, we will not materially decrease the functionality of a Service during a subscription term. For any breach of a warranty in this section, Customer’s exclusive remedies are those described in 7.

5.3. For all Service plans, we will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding planned downtime. We expect planned downtime to be infrequent but will endeavour to provide Customer with advance notice (e.g., through the Services), if we think it may exceed fifteen (15) continuous minutes. It goes without saying that an active internet connection and mobile data access is required to use the Services. This means that if you are using JamAngle for emergencies, you do so at your own risk in the event that no internet connection is available.

5.4. The protection of Customer Data is a top priority for us so we will maintain administrative, physical, and technical safeguards at a level not materially less protective than as described in our Privacy Policy and Data Request Policy. Those safeguards will include measures for preventing unauthorized access, use, modification, deletion and disclosure of Customer Data by our personnel. Before sharing Customer Data with any of our third-party service providers, we will ensure that the third-party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Customer Data and preventing unauthorized access. Customer (not us) bears sole responsibility for adequate security, protection and backup of Customer Data when in Customer’s or its representatives’ or agents’ possession or control. We are not responsible for what Customer’s Authorized Users do with Customer Data and Customer acknowledges that this is their responsibility.

6. Ownership and Proprietary Rights

6.1. As between us on the one hand, and Customer and any Authorized Users on the other, Customer will own all Customer Data. Subject to the terms and conditions of the Contract, Customer (for itself and all of its Authorized Users) grants JamAngle a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Customer Data, and any other products created by or for Customer, only as reasonably necessary (a) to provide, maintain and update the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law or as permitted by the Data Request Policy; and (d) as expressly permitted in writing by Customer. Customer represents and warrants that it has secured all rights in and to Customer Data from its Authorized Users as may be necessary to grant this license.

6.2. We own and will continue to own our Services, including all related intellectual property rights. We may make software components available, via app stores or other channels, as part of the Services. We grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its Authorized Users to use the object code version of these components, but solely as necessary to use the Services and in accordance with the Contract and the User Terms. All of our rights not expressly granted by this license are hereby retained.

7. Term and Termination

7.1. As further described below, both the free and paid subscriptions continue until terminated. The Contract remains effective until all subscriptions ordered under the Contract have expired or been terminated or the Contract itself terminates. Termination of the Contract will terminate all subscriptions and all Order Forms.

7.2. Unless an Order Form says something different, (a) all subscriptions automatically renew (without the need to go through the Services-interface “check-out” or execute a renewal Order Form) for additional one month periods; and (b) the per-unit pricing during any automatic renewal will remain the same as it was during the immediately prior month. Either party can give the other notice of non-renewal at any time to stop the subscriptions from automatically renewing.

7.3. We or Customer may terminate the Contract on notice to the other party if the other party materially breaches the Contract and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. Customer is responsible for its Authorized Users, including for any breaches of this Contract caused by its Authorized Users. We may terminate the Contract immediately on notice to Customer if we reasonably believe that the Services are being used by Customer or its Authorized Users in violation of any applicable law.

7.4. Customer may terminate its free or paid subscriptions immediately without cause. We may terminate Customer’s free subscriptions without cause, but we will provide Customer with thirty (30) days prior written notice.

7.5. Upon any termination for cause by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by us, Customer will pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees payable to us for the period prior to the effective date of termination.

7.6. We are custodians of Customer Data. During the term of Customer’s subscription(s), Customer will be permitted to export or share certain Customer Data from the Services; provided, however, that Customer has different retention options, Customer acknowledges and agrees that the ability to export or share Customer Data may be limited or unavailable depending on the type of Services plan in effect and the data retention, sharing or invite settings enabled. Following termination or expiration of a Customer’s subscriptions, we will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in our systems or otherwise in our possession or under our control. Please review our Data Request Policy for more information on how Customer itself can initiate deletion.

8. Representations Disclaimer of Warranties

8.1. Customer represents and warrants that it has validly entered into the Contract and has the legal power to do so. Customer further represents and warrants that it is responsible for the conduct of its Authorized Users and their compliance with the terms of this Contract and the User Terms.


9. Limitation of Liability



9.3. Customer is responsible for all login credentials, including usernames and passwords, for administrator accounts as well the accounts of your Authorized Users. We will not be responsible for any damages, losses or liability to Customer, Authorized Users, or anyone else, if such information is not kept confidential by Customer or its Authorized Users, or if such information is correctly provided by an unauthorized third party logging into and accessing the Services.

9.4. The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under this Contract between the parties, and the parties have relied on these limitations in determining whether to enter into this Contract and the pricing for the Services.

10. Indemnifications

10.1. We will defend Customer from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the use of the Services as permitted under the Contract infringes or misappropriates a third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Customer in connection with or as a result of, and for amounts paid by Customer under a settlement we approve of in connection with, a Claim Against Customer; provided, however, that we will have no liability if a Claim Against Customer arises from (a) Customer Data or third party products; and (b) any modification, combination or development of the Services that is not performed by us, including in the use of any application programming interface (API). Customer must provide us with prompt written notice of any Claim Against Customer and allow us the right to assume the exclusive defence and control, and cooperate with any reasonable requests assisting our defence and settlement of such matter. This section states our sole liability with respect to, and Customer’s exclusive remedy against us and JamAngle for, any Claim Against Customer.

10.2. Customer will defend JamAngle from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to Customer’s or any of its Authorized Users’ violation of the Contract or the User Terms (a “Claim Against Us”), and will indemnify JamAngle for all reasonable attorney’s fees incurred and damages and other costs finally awarded against JamAngle in connection with or as a result of, and for amounts paid by JamAngle under a settlement Customer approves of in connection with, a Claim Against Us. We must provide Customer with prompt written notice of any Claim Against Us and allow Customer the right to assume the exclusive defence and control, and cooperate with any reasonable requests assisting Customer’s defence and settlement of such matter. This section states your sole liability with respect to, and JamAngle’s exclusive remedy against Customer for, any Claim Against Us.

10.3. Notwithstanding anything contained in the two preceding sections, (a) an indemnified party will always be free to choose its own counsel if it pays for the cost of such counsel; and (b) no settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld), if (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions by the indemnified parties, (iii) the settlement does not include a full release of liability for the indemnified parties, or (iv) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money.

11. Confidentiality

11.1. Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with the Contract, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all Order Forms, as well as non-public business, product, technology and marketing information. Confidential Information of Customer includes Customer Data. If something is labelled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.

11.2. The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Contract; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Contract. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Contract.

11.3. The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure. Without limiting the foregoing, please review the Data Request Policy for details on how requests may be made for the disclosure of Customer Data and how we will handle those requests. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

12. Survival

Sections 2.8, 3.2, 4, 6, 7.5, 8, 9, 10, 11, 12 as well as all of the general provisions included in section 13 will survive any termination or expiration of the Contract.

13. General Provisions

13.1. Publicity: Customer grants us the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer’s standard trademark usage guidelines as provided to us from time-to-time. We don’t want to list customers who don’t want to be listed, so Customer may send us an email to stating that it does not wish to be used as a reference.

13.2. Force Majeure: Neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

13.3. Relationship of the Parties: The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to the Contract.

13.4. Notices: Except as otherwise set forth herein, all notices under the Contract will be by email, although we may instead choose to provide notice to Customer through the Services (e.g., a bot notification). Notices to JamAngle will be sent to, except for legal notices, such as notices of termination or an indemnifiable claim, which must be sent to Notices will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services.

13.5. Modifications: As our business evolves, we may change these Customer Terms and the other components of the Contract (except any Order Forms). If we make a material change to the Contract, we will provide Customer with reasonable notice prior to the change taking effect, either by emailing the email address associated with Customer’s account or by messaging Customer through the Services. Customer can review the most current version of the Customer Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Contract. The materially revised Contract will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If Customer (or any Authorized User) accesses or uses the Services after the effective date, that use will constitute Customer’s acceptance of any revised terms and conditions.

13.6. Waiver: No failure or delay by either party in exercising any right under the Contract will constitute a waiver of that right. No waiver under the Contract will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

13.7. Severability: The Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Contract is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Contract will remain in effect.

13.8. Assignment: Customer may not assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of JamAngle (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Contract in its entirety (including all Order Forms), without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Customer will keep its billing and contact information current at all times by notifying JamAngle of any changes. Any purported assignment in violation of this section is void. A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination of the Contract upon written notice to the assigning party. In the event of such a termination by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, the Contract will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

13.9. Law and Jurisdiction: The Contract, and any disputes arising out of or related hereto, will be governed exclusively by the laws of the Republic of South Africa. Any disputes relating to these terms and conditions shall be subject to the exclusive jurisdiction of the courts of the Republic of South Africa. Each party hereby consents and submits to the exclusive jurisdiction of such courts. In any action or proceeding to enforce rights under the Contract, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.

13.10. Entire Agreement: The Contract, including these Customer Terms and all referenced pages and Order Forms, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, the Contract supersedes the terms of any online agreement electronically accepted by Customer or any Authorized Users. However, to the extent of any conflict or inconsistency between the provisions in these Customer Terms and any other documents or pages referenced in these Customer Terms, the following order of precedence will apply: (1) the terms of any Order Form (if any), (2) the portions of the Customer-Specific Supplement that apply to Customer (if any), (3) the Customer Terms and (4) finally any other documents or pages referenced in the Customer Terms. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation (excluding Order Forms) will be incorporated into or form any part of the Contract, and all such terms or conditions will be null and void.

14. Customer Support

JamAngle makes use of a FAQ page for Customer self-help. Additionally, on key screens, additional Customer self-help prompts may appear. Any additional support Customer may require can be accessed through our service desk. Support through the service desk is available Mon-Fri 8:00am – 5:00pm UTC+2. Response times through the service desk are on a best-effort basis with priority support being provided to problems that impact JamAngle’s operability and paid pricing plans. Support feedback is provided by email. Customer acknowledges and agrees that not all service requests will be solved as some may be beyond the scope of the Services or JamAngle’s control (i.e. lack of internet connection or a faulty PC).