These Terms of Service (these "Terms") describe your rights and responsibilities when using our online connection programs and Services located at shifter.jangaapps.com or via Shifter's Slack app (collectively, the "Services"). Please read these Terms carefully; if you don't agree to be bound by these Terms, you aren't allowed to access or use the Services.
Unless the parties have mutually executed a different agreement covering your use of the Services, these Terms form a binding contract between Customer and JangaApps. "We," "our," and "us" refers to JangaApps, LLC, while "Customer" or "you" refers to you (or, as applicable, the company or entity that you represent). The "Effective Date" of these Terms is the date that you first use our website or access any of our Services. If you access or use the Services in your capacity as an employee, consultant or agent of a company or other entity, you represent that you are an employee, consultant or agent of that company or entity, and that you have the authority to bind that company or entity to these Terms.
These Terms contain an arbitration provision (see Section 12, below). Please review the arbitration provision carefully, since it affects your rights by using the Services or any part of them, you understand and agree to be bound by the arbitration provision.
A subscription allows you (and a specified number of your authorized users) to access the Services. A subscription can be obtained via the Services "billing" interface, or you can get a subscription via an order form entered into between the parties (an "Order Form"). We have several different types of Services subscriptions available, including a free plan (for which there are no subscription fees). One person or legal entity may not sign up for more than one free plan. Subscriptions commence when we make them available to you, and, unless terminated in accordance with these Terms, will continue for the term specified in the Services "billing" interface or in the Order Form, as applicable.
We may share information about our future product plans because we want to get product feedback from you early and often. Our public statements about those product plans are an expression of intent, but please do not rely on them when making a purchase. If you decide to buy a subscription to our Services, that decision should be based on the functionality or features we have made available today, and not on the delivery of any future functionality or features.
Occasionally, we beta test new features. These features may be identified as "beta," "pre-release," or "early access," or words or phrases with similar meanings (each, a "Beta Product"). Beta Products may not be ready for prime time so they are made available "as is," and any commitments we make for other Services do not apply.
The more suggestions our customers make, the better the Services become. If you send us any feedback or suggestions regarding the Services, there is a chance we will use it, so you grant us 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 you or your personnel.
We reserve the right to change or modify these Terms, or any of our other policies or guidelines, at any time upon notice to you. Any changes or modifications will be effective after we provide notice that these Terms have been modified. You acknowledge that your continued use of the Services following such notice constitutes your acceptance of the modified Terms.
We reserve the right -- at any time, and without notice or liability to you -- to modify the Services, or any part of them, temporarily or permanently. We may modify the Services for a variety of reasons, including, among other things, adding new features, implementing new protocols, maintaining compatibility with emerging standards, or complying with regulatory requirements.
Subject to your continued compliance with these Terms, JangaApps grants you a limited, non-transferable, non-exclusive, revocable right and license to access and use the Services, solely for your own internal business purposes, for the subscription term for which you have paid the applicable fees.
Except as expressly authorized by these Terms, you may not: (a) modify, disclose, alter, translate or create derivative works of the Services; (b) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Services; (c) offer any part of the Services on a timeshare or service bureau basis; (d) allow or permit any third party to access or use the Services; (e) use the Services to store or transmit any viruses, software routines, or other code designed to permit anyone to access in an unauthorized manner, disable, erase or otherwise harm software, hardware, or data; (f) build a competitive product or service, or copy any features or functions of the Services; (g) interfere with or disrupt the integrity or performance of the Services; (h) publicly disclose to any third party any performance information or analysis relating to the Services; (i) remove, alter or obscure any proprietary notices in or on the Services; (j) use the Services for any illegal or unauthorized purpose; (k) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Services; or (l) cause or permit any third party to do any of the foregoing.
Additionally, you agree that you will not use the Services in support of a business that is dedicated to discriminatory, malicious, or harmful speech or actions.
You must comply with these Terms, and ensure that your users do, as well. We may review conduct for compliance purposes, but we have no obligation to do so. The Services are not intended for and should not be used by anyone under the age of 16.
If we believe that there is a violation of these Terms that can simply be remedied by your removal of certain Customer Data, we will, in most cases, ask you to take direct action rather than intervene. However, we may directly step in and take what we determine to be appropriate action if you do not take appropriate action, or if we believe there is a credible risk of harm.
You understand that we use third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to provide the Services.
In order to access certain features of the Services, you will need to have a valid account on Slack or another supported collaboration service. By giving us access to your Third Party Accounts you represent that you have the right to do so, and you acknowledge that we may access, process, store, and/or use any Customer Data that is visible or stored on your Third Party Account for the purpose of making the Services available to you.
You acknowledge and agree that the availability of the Services is dependent upon your entering into a valid license to use Slack. THE SLACK SERVICE AND ANY OTHER THIRD PARTY PRODUCT THAT YOU MAY CHOOSE TO USE ARE NOT OUR PRODUCTS, AND WE DO NOT WARRANT OR SUPPORT THOSE PRODUCTS IN ANY WAY.
You are responsible for maintaining the security of the accounts that you use to access the Services. You agree that you will be fully responsible for any activities or transactions that take place using your account(s).
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. By using the Services, you consent to our collection, use, and disclosure of information as set forth in our Privacy Policy.
For Customers that purchase our Services, fees are specified at the Services "billing" interface or in the applicable Order Form(s), and must be paid in advance. Payment obligations are non-cancelable and, except as expressly stated in these Terms, fees paid are non-refundable. If we agree to invoice you by email, full payment must be received within thirty (30) days from the invoice date. You will be responsible for paying all Taxes associated with your purchases, except for those taxes based on our net income.
Depending on your Services subscription plan, you may receive credits for overages paid in prior months. Any credits that may accrue to your account will expire following expiration or termination of the applicable subscription, will have no currency or exchange value, and will not be transferable or refundable.
If you are late in paying us, we may suspend your access to the Services, terminate your account(s), or downgrade you to a free plan. Customer acknowledges that any downgrade to a free plan may result in a decrease in certain features and functionality, and potential loss of access to Customer Data.
The protection of Customer Data is a top priority for us so we will maintain administrative, physical, and technical safeguards. Customer bears sole responsibility for adequate security, protection and backup of Customer Data when in Customer's possession or control.
We may leverage our employees, those of our corporate affiliates and third party contractors in exercising our rights and performing our obligations under these Terms.
As between us and Customer, Customer will own all data, material, or other content that Customer or its users make available or upload to the Services ("Customer Data"). Customer grants us a worldwide, non-exclusive, royalty-free, limited term license to access, use, process, copy, perform, export and display Customer Data, as reasonably necessary to provide, maintain and update the Services.
We own and will continue to own our Services, including all related intellectual property rights.
We will collect general information about your configuration and use of the Services ("Usage Data") as part of our efforts to continuously improve our Services.
You acknowledge that we have the right to collect, use, and share data that has been aggregated or anonymized for the purpose of developing new services and features, as well as promoting our products and services.
These Terms will apply to you beginning on the Effective Date, and will continue for as long as you are accessing or using our website or any of our Services.
Unless an Order Form says otherwise, all subscriptions automatically renew for additional subscription terms of equivalent length, unless one party gives written notice at least thirty (30) days before the end of that subscription term.
We have the right to suspend your ability to use the Services under certain circumstances including: scheduled or emergency maintenance; violation of these Terms or applicable law; security risks; legal requirements; or failure to fulfill payment obligations.
Either party may terminate these Terms upon notice if the other party breaches any of these Terms and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach.
Customer may terminate its free subscriptions immediately without cause. We may also terminate Customer's free subscriptions without cause with thirty (30) days prior written notice.
Upon any termination for cause by Customer, we will refund Customer any prepaid fees covering the remainder of the term. Upon termination, you will no longer have the right to access or use the Services.
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
You agree, at your sole expense, to defend, indemnify and hold JangaApps harmless from and against any and all actual or threatened suits, actions, proceedings, claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses arising out of or relating to (a) Customer Data; (b) your use of the Services; (c) your failure to pay any taxes; and (d) any other actual or alleged breach of any of your obligations under these Terms.
IN NO EVENT WILL JANGAAPPS'S TOTAL, AGGREGATE LIABILITY TO YOU OR TO ANY THIRD PARTY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT YOU ACTUALLY PAID TO JANGAAPPS IN SUBSCRIPTION FEES DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE ACCRUAL OF THE FIRST CLAIM.
IN NO EVENT WILL JANGAAPPS BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, INTERRUPTION OF BUSINESS, LOSS OF DATA, OR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND.
Each party may disclose "Confidential Information" to the other party in connection with these Terms. Confidential Information of Customer includes Customer Data, while Confidential Information of JangaApps includes any non-public elements of the Services. We will always treat your Slack message content as your Confidential Information.
The Receiving Party will 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.
The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law, provided that prior notice is given to the extent legally permitted.
All disputes arising out of or in connection with these Terms will be referred to and finally resolved by arbitration under the Commercial Arbitration Rules of the American Arbitration Association. The place of arbitration will be Boca Raton, FL. The language of the arbitration will be English.
WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS: (I) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (II) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT.
Customer grants us the right to use Customer's company name and logo as a reference for marketing or promotional purposes on our website.
Neither party will be responsible for any delay or failure to perform that is attributable to causes beyond its reasonable control.
The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
All notices under these Terms will be by email. Notices to JangaApps will be sent to support@jangaapps.com.
You acknowledge and agree that any JangaApps names, trademarks, service marks, logos, trade dress, or other branding included on our website or as part of the Services are owned by JangaApps and may not be copied, imitated, or used without prior written consent.
These Terms cover waiver, severability, assignment, governing law (State of New York), compliance with laws, and entire agreement provisions. These Terms, together with any policies incorporated by reference, constitute the entire agreement between the parties.