JMango360 – Terms and Conditions

Last updated: September 21, 2020

1. Interpretation and Definitions

1.1. Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

1.2. Definitions

For the purposes of these Terms and Conditions:

  • Affiliate means an entity that controls, is controlled by or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
  • Account means a unique account created for You to access our Service or parts of our Service.
  • Company (referred to as either “JMango360”, “the Company”, “We”, “Us” or “Our” in this Agreement) refers to JMango Operations B.V., a company with limited liability, incorporated under the laws of The Netherlands, having its principal place of business at Barbara Strozzilaan 201, 1083 HN Amsterdam, The Netherlands, Dutch Chamber of Commerce registration no. 53118197.
  • Content refers to content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content.
  • In-App revenue means all revenue generated via or directed through the App or PWA.
  • Reseller refers to a User making use of the Services and Products for its own customers
  • Service refers to the JMango360 Mobile Application services and related services.
  • Subscriptions refers to the services or access to the Service offered on a subscription basis by JMango360 to You.
  • Terms and Conditions (also referred as “Terms”) means these Terms and Conditions that form the entire agreement between You and JMango360 regarding the use of the Service.
  • Third-party Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
  • Website refers to JMango website, accessible from https://jmango360.com
  • You (referred to as either “Client”, “User”, “You” or “Your” in this Agreement) means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

2. General

2.1. Accepting the Terms and Conditions

These are the Terms and Conditions apply to the use of our Services and the agreement that operates between You and JMango360 setting out the rights and obligations of all users regarding the use of the Service. The most recent version of the Terms & Conditions will be available our Website.

By using the Website or Services in any manner, you are bound by these Terms of Service as well as our Privacy Policy. If you do not agree to the Terms, then do not use the Website or Services. If you are accepting these Terms on behalf of a company, organization, government, or other legal entity, you represent and warrant that (a) you are authorized to do so, (b) the entity agrees to be legally bound by the Terms, and (c) neither you nor the entity are barred from using the Services or accepting the Terms under the laws of the applicable jurisdiction

2.2. Changes to these Terms and Conditions

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use Our Service after any revision becomes effective, You agree to be bound by the revised terms. If You do not wish to agree to the new terms, in whole or in part, the Service will continue on the basis of the old terms until the end of your Subscription. In case You decide to renew your Subscription, the revised (new) terms shall apply.

2.3. Scope

If any provision in these Terms & Conditions is to be held (partly) void or unenforceable, all other provisions of these Terms & Conditions will remain in full force and effect. In such a case, JMango360 will replace the void or unenforceable provisions. The purpose and meaning of the void or unenforceable provisions will be taken into account, as far as possible.

In the event that User acts as a Reseller of the Service, the User warrants that its customers are bound to these Terms & Conditions. A Reseller will be fully liable for the use of the Service by its own customers.

2.4. Contact

If you have any questions about these Terms and Conditions, you can contact us by email at

hello@jmango360.com

3. Subscriptions

3.1. Onboarding and Subscription

To use the Services, a JMango Subscription is required. Our Services start with an onboarding phase for development, customization and publication of the Services unless agreed otherwise.

The Subscription starts after the onboarding phase or at the latest after 3 months after initiation of the onboarding in case the onboarding is not yet completed. The minimum subscription period is 12 months and will automatically renew at the end of each period.

The Subscription is non-assignable and non-transferable. Notwithstanding the aforementioned does JMango360 at any time have the right to assign, transfer, charge or deal in any other manner with all or any portion of the Subscription.

3.2. Fees

JMango360 fees for the Services are available upon request. All fees are exclusive of all applicable governmental fees, charges, or taxes, including, without limitation, all sales, goods, services, value-added, harmonized, or other taxes (collectively “Taxes”). Quotes provided by JMango360 are valid for 30 days unless otherwise specified.

Fees for the onboarding and subscription are based on your subscription plan, pricing tier and/or other components if agreed differently. At the start of using JMango360’s services this is based on your company’s online annual revenue. In order to select the correct pricing tier, you shall provide JMango360 with accurate online revenue data. In case revenue data cannot be provided or cannot be sufficiently validated, JMango360 can determine the pricing tier at its sole discretion. The pricing tier is reassessed annually starting after the initial contract period and will be based on the in-App revenue as presented in the JMango360 Dashboard.

In case the subscription fee contains a transaction-based component, this is based on the transactions registered in the JMango360 backend. The billing interval for this component is 3 months unless agreed otherwise.

3.3. Billing and Payment

You shall provide JMango360 with accurate and complete billing information including full name, address, state (if applicable), country, zip code, telephone number and valid payment method information. It is your responsibility to inform JMango360 in case of any changes that may affect billing.

The onboarding fee is charged in advance of onboarding. The subscription fee is charged in advance of the subscription period. Unless explicitly stated otherwise in writing is custom development not included in the subscription and will be quoted separately.

For Subscriptions with a monthly fee of less than EUR 275, or the equivalent in any other currency than Euro, the main payment method is direct debit and billing shall be automatic. Should automatic billing for

any reason fail, JMango360 will issue an electronic invoice for the respective billing period for which a payment term applies of 7 days. If a payment method other than direct debit is selected, or direct debit payment fails, for a Subscription with a monthly fee lower than EUR 275, or the equivalent, JMango360 can charge an additional administration fee.

The standard payment term of Subscription with a monthly fee of more than EUR 275, or the equivalent, is 30 days.

3.4. Late Payment

JMango360 may suspend your Services during any period in which payment of fees is overdue by at least 14 days. A suspension will not terminate the Terms of Service and/or dismiss you from any obligation and/or liability. JMango360 will have the right to collect interest on such unpaid fees at a rate of 1.5% per month or the maximum rate permitted by law.

If Customer is materially delinquent in payments or expresses intent to not make further or timely payments, then upon JMango360’s written notice, all fees remaining unpaid and due for the remainder of the then-current term will immediately become due and payable.

3.5. Fee Changes

JMango360, in its sole discretion and at any time, may modify the Subscription fees. Any change in Subscription fees will become effective the first day after the then-current Subscription period ends.

JMango360 will provide you with at least a 30 days’ notice of any change in Subscription fees. This allows You to cancel Your Subscription before such change becomes effective.

Your continued use of the Service after the new Subscription fee enters into effect constitutes Your agreement of the new Subscription fee amount.

3.6. Subscription cancellations

The minimum contract term is one year. Unless explicitly agreed otherwise in writing, You may cancel Your Subscription at the end of the Subscription Period by sending an email to: customer.success@jmango360.com indicating You want to cancel the Subscription with a notice period of one month. You will be able to access the Service until the end of Your current Subscription period.

These Terms will automatically terminate upon the cancellation of all of your Services subscriptions. JMango360 may terminate these Terms or your Services subscription(s) at any time, with or without cause, upon written notice. JMango360 will have no liability to you or any third party because of such termination. Termination of these Terms will terminate all of your Services subscriptions.

Upon termination of these Terms by either party for any reason, or cancellation: (i) JMango360 will cease providing the Services; (ii) any fees you owe to JMango360 will immediately become due and payable in full; and (iii) JMango360 may delete your archived data within 6 months. All sections of the Terms that expressly provide for survival, or by their nature should survive, will survive termination of the Terms, including, without limitation, confidentiality, indemnification, warranty disclaimers, and limitations of liability.

3.7. Refunds

Except when required by law, paid Subscription fees are non-refundable.

If a refund is not deemed required by law, any request for refund shall be considered by JMango360 on a case-by-case basis and granted only at the sole discretion of JMango360.

3.8. Promotions

Any Promotions, for example but without limitation sweepstakes or other promotions, made available through the Service may be governed by rules that are separate from these Terms.

If You participate in any Promotions, please review the applicable rules as well as our Privacy policy. If the rules for a Promotion conflict with these Terms, the Promotion rules will apply.

4. User Accounts

4.1. Account setup and credentials

In order to use the Services a JMango360 account is required. When You create an account with Us, You shall provide Us information that is accurate, complete and actual at all times. Failure to do so constitutes a breach of the Terms which may result inter alia in immediate termination of Your account and Our Service.

You are responsible for safeguarding the password that You use to access the Service and for any activities or actions under Your password, whether Your password is with Our Service or a Third-party Service.

You agree not to disclose Your password to any third party. You must notify Us immediately when becoming aware of any breach of security or unauthorized use of Your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You or the entity you legally represent without appropriate authorization, or a name that is otherwise offensive, controversial, vulgar or obscene.

JMango360 reserves the right to refuse registration, or cancel accounts JMango360 deems inappropriate.

4.2. Account termination

We may terminate or suspend Your Account immediately, without prior notice and for any reason whatsoever. If JMango360 terminates or suspends Your Account, JMango360 is not liable for any consequential, indirect, incidental, punitive, extraordinary, exemplary or any other type of damages including and without limitation loss of use, business interruptions, loss of data, loss of revenue and/or profits, whether alleged in tort, contract or any other legal theory and whether or not JMango360 is aware

of such potential or non-potential damages. Without limiting the foregoing, JMango360 may explicitly terminate or suspend Your Account upon any breach of these terms and conditions.

Upon termination, Your right to use the Service will cease immediately.

5. Service Usage

5.1. User Responsibility

Use of the Services is at the user’s own expense and risk. You are responsible for meeting technical and functional requirements to be able to access and use the Service.

During the onboarding JMango360 establishes the required technical integrations. You are responsible for any change in Your Third-party Services and obligations (like your eCommerce Backend) and any implication on the functioning of the Service.

If Your actions or updates result in implications or errors with respect to the functioning of the Service, JMango360 may charge You for the activities JMango360 carries or has carried out in its attempts to solve such implications or errors, irrespectively whether or not such attempts have led to a solution.

5.2. Support

We offer support to our Users for questions and queries. The user can submit a support ticket via our online portal. In addition, the User can consult our Knowledge Base.

5.3. Third-Party Service Integration

JMango360 uses Third Party Services to provide the necessary hardware, software, networking, storage, and related technology required to run the Services.

Certain Third-Party Services may be integrated with the Services. JMango360 may, in its sole discretion and without obligation, decide to no longer support such integration and migrate your Services subscription to a different integration.

5.4. Use Restrictions

These terms and condition apply to the use of a service and as such you are not granted a software license. You will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of or included in the Services or any software, documentation or data related to the Services (“Software”); modify, translate or create derivative works based on the Services or any Software; or copy (except for archival purposes), distribute, pledge, assign or otherwise transfer or encumber rights to the Services or any Software; use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.

5.5. Privacy

For the use of the Service, the User provides personal data to JMango360. Personal Data will be saved and processed in accordance with the Privacy Policy and the GDPR guidelines. JMango360 will not process personal data, other than for the provision of the Services, or share personal information with third parties unless JMango360 has obtained permission thereto or is required to do so by law.

The responsibility for storing personal data at JMango360 by using the Services lies solely with User. The User warrants that the content, use and/or processing of the personal data is not unlawful and that it does not infringe any rights of third parties. In case of any infringement, tort or other unlawful act, the User affirms to indemnify and hold harmless JMango360 against claims, actions, losses, expenses, proceedings and/or any other costs arising out of or in connection with the use of Service.

More details can be found in our Privacy Policy.

6. User Content

6.1. User Content

Our Service allows You to upload Content via the JMango360 platform. You are responsible for the Content that flows through or relates to the Service, including its legality, reliability, and appropriateness. JMango360 is not liable nor can be held responsible for any consequence, whether direct or indirect, as a result of Your inappropriate, unlawful or unreliable acts or misuse of the Service. Any such unlawful, unreliable or inappropriate act or misusage will not exempt you from Your obligations under these terms and conditions or any other contract You entered into with JMango360. This includes without limitations expulsion or other restriction to use Third Party services and products.

By posting Content to the Service, You grant Us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service. You retain any and all of Your rights to any Content You submit, post or display on or through the Service and You are responsible for protecting those rights.

You represent and warrant that: (i) the Content is Yours (You own it) or You have the right to use it and grant Us the rights and license as provided in these Terms, and (ii) the posting of Your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

JMango360 may disclose User’s Personal Data and/or Content or data relating to the use of the Service to third parties, in case of an urgent reason, to comply with a court order, ongoing judicial proceeding, criminal or civil subpoena or other legal process or request by law enforcement authorities in the Netherlands, or to exercise JMango360’s legal rights of defense against claims. More details can be found in our Privacy Policy.

6.2. Content Restrictions

JMango360 is not responsible for the content of the Service’s users. You expressly understand and agree that You are solely responsible for the Content and for all activity that occurs under your account, whether done so by You or any third person using Your account.

You may not transmit any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable. Examples of such objectionable Content include, but are not limited to, the following:

  • Unlawful or promoting unlawful activity.
  • Defamatory, discriminatory, or mean-spirited content, including references or commentary aboutreligion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups.
  • Spam, machine – or randomly – generated, constituting unauthorized or unsolicited advertising, chainletters, any other form of unauthorized solicitation, or any form of lottery or gambling.
  • Containing or installing any viruses, worms, malware, trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or otherinformation of a third person.
  • Infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright,right of publicity or other rights.
  • Impersonating any person or entity including JMango360 and its employees or representatives.
  • Violating the privacy of any third person.
  • False information and features.JMango360 reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any Content is appropriate and complies with these Terms, refuse or remove this Content. JMango360 further reserves the right to make formatting and edits and change any Content. JMango360 can also limit or revoke the use of the Service if You post such controversial Content.

    As JMango360 cannot control all content posted by users and/or third parties on the Service, you agree to use the Service at your own risk. You understand that by using the Service You may be exposed to content that You may find offensive, indecent, incorrect or objectionable, and You agree that under no circumstances will JMango360 be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of any content.

    6.3. Content Backups

    Although regular backups of Content are performed, JMango360 does not guarantee there will be no loss or corruption of data.

    Corrupt or invalid backup points may be caused by, without limitation, Content that is corrupted prior to being backed up or that changes during the time a backup is performed.

JMango360 will provide support and attempt to troubleshoot any known or discovered issues that may affect the backups of Content. But You acknowledge that JMango360 has no liability related to the integrity of Content or the failure to successfully restore Content to a usable state.

You agree to maintain a complete and accurate copy of any Content in a location independent of the Service.

7. JMango360 Intellectual Property

The Service and its original content (excluding Content provided by You or other users), features and functionalities are and shall remain the exclusive property of JMango360 and/or its licensors.

The Service is protected by patents, copyright, trademark, and other laws of both the Netherlands and foreign countries.

Other than explicit references to the grant of a license shall nothing in these Terms and Conditions be construed as conferring any license or granting any rights in the favour of anyone other than JMango360 under any intellectual property rights owned or claimed to be owned by JMango or by any third party that has granted JMango a license to use its rights.

You shall refrain from doing anything that might affect the above-mentioned rights.

Any intellectual property rights, for the avoidance of doubt, patents, know-how, results, data, inventions and information owned by either party (or owned by a third party but which a party has the right to disclose or sub-license) that existed prior to the date an agreement between You and JMango entered into effect, shall remain the property of that party (or, if the case may be, the third party).

8. Links to Other Websites

Our Service may contain links to third-party websites or services that are not owned or controlled by JMango360.

JMango360 has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. You further acknowledge and agree that JMango360 shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

9. Limitation of Liability

Notwithstanding any damages that You might incur, the entire liability of JMango360 and any of its suppliers under any provision of the Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount You paid through the Service in the past year.

To the maximum extent permitted by applicable law, in no event shall JMango360 or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever, including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms, even if JMango360 or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

10. Copyright Policy

10.1. Intellectual Property Infringement

We respect the intellectual property rights of others. It is Our policy to respond to any claim that Content posted on the Service infringes a copyright or other intellectual property infringement of any person.

If You are a copyright owner, or authorized on behalf of one, and You believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, You must submit Your notice in writing via email to: finance@jmango360.com and include in Your notice a detailed description of the alleged infringement and on what basis you claim to be the proprietor of the respective copyright.

You may be liable to pay damages any misrepresentation that any Content has infringed a copyright.

11. Warranties

The Service is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, JMango360 expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, JMango360 provides no warranty or undertaking, and makes no representation

of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, JMango360 does not make any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of JMango360 are free of viruses, scripts, trojan horses, worms, malware, time-bombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

12. Applicable Law and Competent Court

These Terms and Conditions, the Agreement and the use of and access to the Service shall be exclusively governed by, and construed in accordance with, the laws of the Netherlands.

If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting JMango360.

Any dispute arising out of or in connection with these Terms and Conditions, the Agreement and the use of and access to the Services shall be exclusively settled by the competent court in Amsterdam, The Netherlands.

13. Severability and Waiver

13.1. Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

13.2. Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Terms shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.