TERMS OF SERVICE
ACCEPTANCE OF TERMS
Five Media Marketing, Ltd. d/b/a Pangeo (“Pangeo,” “we” and “us”, as the case may be) provides
the Service (as defined below) to you, subject to the following Terms of Service (“TOS”), which
may be updated by us in our sole discretion from time to time without notice to you. By checking
the box at the bottom of this page, you agree to accept and be bound by the TOS and any updated
version thereof.
2. DESCRIPTION OF SERVICE
Pangeo provides users with access to Internet based services, such as geo testing & quality for
online content by providing a collection of resources, including various communications tools
and geographic proxy access through any various medium or device now known or hereafter
developed, including but not limited to the World Wide Web, and/or other Internet or
telecommunications services or protocols. You also understand and agree that the Service may
include certain communications from Pangeo, such as service announcements, administrative
messages, and that these communications are considered part of Pangeo membership and you will
not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features
that augment or enhance the current Service, including the release of new Pangeo properties,
shall be subject to the TOS. You understand and agree that the Service is provided “AS-IS” and
that Pangeo assumes no responsibility for the timeliness, deletion, mis-delivery or failure to
store any user communications or personalization settings. You are responsible for obtaining
access to the Service, and that access may involve third-party fees (such as Internet service
provider or airtime charges). In addition, you must provide and are responsible for all
equipment necessary to access the Service.
Unless expressly stated otherwise, no information presented in the Service or in connection
with any products
and services forming part of the Service shall be deemed as a binding offer by us or the
relevant third party,
but may constitute an invitation for you to place an order.
Please be aware that the Company has created certain areas on the Service that are restricted
from general
viewing and you must fulfill the specified conditions to access and view such areas.
YOUR REGISTRATION OBLIGATIONS
In consideration of your use of the Service, you represent that you are of legal age to form a
binding contract
and are not a person barred from receiving services under the laws of any applicable
jurisdiction. You also
agree to: (a) provide true, accurate, current and complete information about yourself as
prompted by the
Service’s registration form (the “Registration Data”) and (b) maintain and promptly update the
Registration
Data to keep it true, accurate, current and complete. If you provide any information that is
untrue,
inaccurate, not current or incomplete, or the Company has reasonable grounds to suspect that
such information
is untrue, inaccurate, not current or incomplete, the Company has the right to suspend or
terminate your
account and refuse any and all current or future use of the Service (or any portion thereof).
In the course of the Services, you may provide the Company with certain materials. You
represent that you are
permitted to provide the Company with such materials in order for Company to provide the
Services, and that the
provision of such materials to the Company or the receipt of the Services shall not breach any
agreement
between you and a third party. The Company shall have no responsibility or liability in the
event you provide
the Company with incorrect information.
CONSIDERATION
You shall make payment in respect of the Services according to the applicable pricing plan
selected by you
(“Fees”). Fees are exclusive of applicable VAT, applicable taxes and other government charges.
You shall make
payment to the Company without deduction for and free and clear of any such amounts, except as
required by law.
If you are required by law to withhold or deduct any amounts, you shall make payment of any
withheld or
deducted amounts to the applicable government authority, and make payment to the Company of
such additional
amounts as are necessary to provide Company with all amounts due hereunder as if no deduction
or withholding
was made. Late payments shall bear interest at the rate of 18% per annum. Pricing information
to you is the
confidential information of the Company.
PANGEO PRIVACY POLICY
Registration Data and certain other information about you is subject to our Privacy
Policy which is
incorporated by reference into and made a part of this TOS. By giving or making available the
Registration Data
and such other information about yourself to us, you agree and acknowledge that we may use or
release such
information to third parties as specified in the Privacy Policy, and that you give consent to
such use or
disclosure. You further agree that by consenting to this TOS, providing us with your
Registration Data or using
the Service, you expressly request to receive and consent to receiving communications and
materials from the
Company from time to time. For more information, see our full Privacy Policy
at https://www.pangeopro.com/privacy-policy. You understand that through your use of the
Service you consent to
the collection and use (as set forth in the Privacy Policy) of this information, including the
transfer of this
information to the United States and/or other countries for storage, processing and use by the
Company and its
affiliates. Notwithstanding the foregoing, Company may use aggregate anonymized data that does
not identify
either you, any advertisement, or any campaign (“Aggregate Data”) for Company’s own purposes,
such as improving
its own services or creating case studies. As between the parties, you shall have all
responsibility for
posting a privacy policy describing the privacy and data collection practices described in this
agreement, to
the extent required by applicable law or regulation. Company may disclose any such information
to the extent
required by applicable law or to cooperate with a law enforcement investigation. Company may
transfer all such
information in connection with a sale of its business, or the part of its business connected to
the Services.
MEMBER ACCOUNT, PASSWORD AND SECURITY
You will receive a password and account designation upon completing the Service’s registration
process. You are
responsible for maintaining the confidentiality of the password and account and are fully
responsible for all
activities that occur under your password or account. You agree to (a) immediately notify the
Company of any
unauthorized use of your password or account or any other breach of security, and (b) ensure
that you exit from
your account at the end of each session. Company cannot and will not be liable for any loss or
damage arising
from your failure to comply with this Section 5.
Each single user/seat is hereby granted the ability to download our geo toolset on to a single
computer for
his/her sole use.
MEMBER CONDUCT
Except as set forth expressly herein, you shall not, and shall not permit any third party, to
(a) reverse
engineer or attempt to find the underlying code of the Services; (c) modify the Services or any
code provided
by the Company; (d) sublicense its rights hereunder or provide the Services to any third party,
including as
part of a services bureau arrangement, or (e) circumvent any access control or security
arrangement in respect
of the Services. To the extent any of the restrictions set forth in this Section are not
enforceable under
applicable law, you shall inform Company in writing in each instance prior to engaging in the
applicable
activity.
You represent and warrant that you have all necessary authorizations to enter into this
Agreement, and that the
execution, delivery and performance by you of this Agreement, and that your receipt of the
Services hereunder,
will not breach any legal or contractual obligations you may have under any applicable law or
agreement with
any third party, including without limitation with any advertiser or any advertising agency,
exchange or
network.
You understand that all information, data, text, software, music, sound, photographs, graphics,
video,
messages, tags, or other materials (“Content”), whether publicly posted or privately
transmitted, are the sole
responsibility of the person from whom such Content originated. This means that you, and not
the Company, are
entirely responsible for all Content that you upload, post, email, transmit or otherwise make
available via the
Service. Company does not control the Content posted via the Service and, as such, does not
guarantee the
accuracy, integrity or quality of such Content. You understand that by using the Service, you
may be exposed to
Content that is offensive, indecent or objectionable. Under no circumstances will Company or
our licensors,
suppliers, vendors, parent, holding, subsidiary or related companies, affiliates, officers,
agents or
employees, as the case may be, be liable in any way for any Content, including, but not limited
to, any
exposure to offensive, indecent or objectionable Content, any errors or omissions in any
Content, or any loss
or damage of any kind incurred as a result of the use of any Content posted, emailed,
transmitted or otherwise
made available via the Service.
You agree to not use the Service to:
- upload, post, email, transmit or otherwise make available any Content that is unlawful,
harmful,
threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic,
libelous, invasive of
another’s privacy, subversive, hateful, or racially, ethnically or otherwise objectionable
or contrary to
public interest, public order or national harmony in all relevant jurisdictions; - harm minors in any way;
- impersonate any person or entity, including, but not limited to, a Company’s official,
forum leader, guide
or host, or falsely state or otherwise misrepresent your affiliation with a person or
entity; - forge headers or otherwise manipulate identifiers in order to disguise the origin of any
Content
transmitted through the Service; - upload, post, email, transmit or otherwise make available any Content that you do not have
a right to make
available under any law or under contractual or fiduciary relationships (such as inside
information,
proprietary and confidential information learned or disclosed as part of employment
relationships or under
nondisclosure agreements); - upload, post, email, transmit or otherwise make available any Content that infringes any
patent, trademark,
trade secret, copyright or other proprietary rights of any party; - upload, post, email, transmit or otherwise make available any unsolicited or unauthorized
advertising,
promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any
other form of
solicitation, except in those areas (such as shopping) that are designated for such
purpose; - upload, post, email, transmit or otherwise make available any material that contains
software viruses, or
any other computer code, files or programs designed to interrupt, destroy or limit the
functionality of any
computer software or hardware or telecommunications equipment; - disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of
the Service are
able to type, or otherwise act in a manner that negatively affects other users’ ability to
engage in real
time exchanges; - interfere with or disrupt the Service or another person’s use of the Service or servers or
networks
connected to the Service, or disobey any requirements, procedures, policies or regulations
of networks
connected to the Service; - intentionally or unintentionally violate any applicable law, statute, ordinance,
regulation, rule or code,
including, but not limited to, any regulations, rules, notices, instructions or directives
of any
regulatory body or authority, governmental agency or national or other securities exchange; - provide material support or resources (or to conceal or disguise the nature, location,
source, or ownership
of material support or resources) to any organization(s) designated by the United States
government as a
foreign terrorist organization pursuant to section 219 of the Immigration and Nationality
Act; - “stalk” or otherwise harass another;
- commit any fraudulent or unlawful act, whether in relation to any third-party provider of
products and
services on the Service or otherwise and/or - collect or store personal data about other users in connection with the prohibited conduct
and activities
set forth in paragraphs a through n above.
You acknowledge that Company may or may not pre-screen Content, but that Company and its
designees shall
have the right (but not the obligation) in their sole discretion to pre-screen, refuse, move or
remove any
Content that is available via the Service, without being liable to you in any way for any loss
or damage
arising from such removal. You agree that you must evaluate, and bear all risks associated
with, the use of
any Content, including any reliance on the accuracy, completeness, or usefulness of such
Content.
You acknowledge, consent and agree that the Company may in its sole discretion access, preserve
and disclose
your account information and Content if required to do so by law or in a good faith belief that
such access
preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b)
enforce the TOS;
(c) respond to claims that any Content violates the rights of third parties; (d) respond to
your requests
for customer service; or (e) protect the rights, property or personal safety of the Company,
its users and
the public.
You understand that the technical processing and transmission of the Service, including your
Content, may
involve (a) transmissions over various networks; and (b) changes to conform and adapt to
technical
requirements of connecting networks or devices.
COMMUNICATIONS
When you register with the Company, you acknowledge that in using the Services to send
electronic
communications (including but not limited to email and other Internet activities), you will be
causing
communications to be sent through Company’s computer networks, portions of which are located in
one
jurisdiction, and other locations in other jurisdictions and portions of which are located in
other
jurisdictions. As a result, and also as a result of the Company’s network architecture and
business practices
and the nature of electronic communications, even communications that seem to be local in
nature can result in
the transmission of national or international communications regardless of where you are
physically located at
the time of transmission. Accordingly, by agreeing to this Terms of Service, you acknowledge
that use of the
service results in national, international or interstate data transmissions.
SPECIAL ADMONITIONS FOR INTERNATIONAL USE
Recognizing the global nature of the Internet, you agree to comply with all local rules
regarding online
conduct and acceptable Content. Specifically, you agree to comply with all applicable laws
regarding the
transmission of technical data exported from the United States or the country in which you
reside.
INDEMNITY
You agree to indemnify and hold the Company and its parent, holding, subsidiary, affiliated and
related
companies, officers, agents, employees, partners, suppliers, vendors, co-branders, licensors
harmless from any
claim or demand, including reasonable attorneys’ fees, made by any third party due to or
arising out of Content
you submit, post, transmit or otherwise make available through the Service, your use of the
Service, your
connection to the Service, your violation of the TOS, or your violation of any rights of
another or your breach
of any applicable law.
NO RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial
purposes, any
portion of the Service, use of the Service, or access to the Service.
MODIFICATIONS TO SERVICE
The Company reserves the right at any time and from time to time to modify or discontinue,
temporarily or
permanently, the Service (or any part thereof) with or without notice. You agree that the
Company shall not be
liable to you or to any third party for any modification, suspension or discontinuance of the
Service.
Company will use commercially reasonable efforts to make services available with minimal
interruption.
TERMINATION
You agree that Company may, under certain circumstances and without prior notice, immediately
terminate your
account, any associated email address, and access to the Service. Cause for such termination
shall include, but
not be limited to, (a) breaches or violations or purported breaches or violations of the TOS or
other
incorporated agreements or guidelines, (b) requests by law enforcement or other government
agencies, (c) a
request by you (self-initiated account deletions), (d) discontinuance or material modification
to the Service
(or any part thereof), (e) unexpected technical or security issues or problems, (f) engagement
by you in
fraudulent or illegal activities, and/or (g) nonpayment of any fees including, but not limited
to, the Fee,
owed by you in connection with the Services. Further, you agree that all terminations for cause
shall be made
in the Company’s sole discretion and that Company shall not be liable to you or any third party
for any
termination of your account, any associated email address, or access to the Service.
OTHER SITES
The Service may provide, or third parties may provide, links to other World Wide Web sites or
resources.
Because Company has no control over such sites and resources, you acknowledge and agree that
the Company is not
responsible for the availability of such external sites or resources, and does not endorse and
is not
responsible or liable for any Content, advertising, products or other materials on or available
from such sites
or resources. You further acknowledge and agree that the Company 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
use of or
reliance on any such Content, goods or services available on or through any such site or
resource.
COMPANY’S PROPRIETARY RIGHTS
You acknowledge and agree that the Service and any necessary software used in connection with
the Service
(“Software”) contain proprietary and confidential information that is protected by applicable
intellectual
property and other laws. You further acknowledge and agree that Content contained in sponsor
advertisements or
information presented to you through the Service or by advertisers is protected by copyrights,
trademarks,
service marks, patents or other proprietary rights and laws.
DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
- YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS
AVAILABLE”
BASIS.
THE COMPANY AND ITS PARENT, HOLDING, SUBSIDIARY AND RELATED COMPANIES, AFFILIATES,
OFFICERS, EMPLOYEES,
AGENTS,
PARTNERS, LICENSORS, SUPPLIERS AND VENDORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND,
WHETHER EXPRESS
OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR
PURPOSE
AND NON-INFRINGEMENT (OTHER THAN ANY WARRANTY THE EXCLUSION OF WHICH IS NOT LAWFUL). - THE COMPANY AND ITS PARENT, HOLDING, SUBSIDIARY AND RELATED COMPANIES, AFFILIATES,
OFFICERS, EMPLOYEES,
AGENTS,
PARTNERS, LICENSORS, SUPPLIERS AND VENDORS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET
YOUR
REQUIREMENTS; (ii)
THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE SERVICE WILL BE
ACCESSIBLE AT
ANY TIME
OR AT ALL TIMES VIA THE CHANNEL SELECTED OR USED BY YOU, (iv) THE INFORMATION, CONTENT OR
ADVERTISEMENTS
CONTAINED
ON, DISTRIBUTED THROUGH, OR LINKED, DOWNLOADED OR ACCESSED FROM OR THROUGH THE SERVICE (THE
MATERIALS) OR
THE
RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (iv)
THE QUALITY OF
ANY
PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE
SERVICE (THE
PRODUCTS)
WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. COMPANY
MAKES NO
REPRESENTATIONS
OR WRRANTIES REGARDING THE UPTIME OR AVAILABILITY OF THE SERVICE. - ANY RELIANCE UPON OR USE OF ANY OF THE MATERIALS SHALL BE AT YOUR OWN DISCRETION AND RISK.
WE RESERVE THE
RIGHT, IN OUR SOLE DISCRETION AND WITHOUT ANY OBLIGATION, TO MAKE IMPROVEMENTS TO, OR
CORRECT ANY ERROR OR
OMISSIONS IN, ANY PART OF THE SERVICE OR THE MATERIALS. THE MATERIALS ARE PROVIDED OR MADE
AVAILABLE BY US
ON AN
“AS IS” BASIS, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WITHOUT
LIMITATION
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY OF
THE MATERIALS OR
THE
PRODUCTS. - ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT
YOUR OWN
DISCRETION
AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR
EQUIPMENT OR LOSS OF
DATA
THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. - NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR OUR
LICENSORS,
SUPPLIERS, VENDORS, PARENT, HOLDING, SUBSIDIARY OR RELATED COMPANIES, AFFILIATES, OFFICERS,
AGENTS OR
EMPLOYEES OR
THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS (SAVE
FOR ANY
FRAUDULENT
MISREPRESENTATION BY US OR OUR LICENSORS, SUPPLIERS, VENDORS, PARENT, HOLDING, SUBSIDIARY
OR RELATED
COMPANY,
AFFILIATE, OFFICER, AGENT OR EMPLOYEE, AS THE CASE MAY BE).
LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT COMPANY AND ITS PARENT, HOLDING, SUBSIDIARY AND RELATED
COMPANIES,
AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR
ANY DIRECT,
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED
TO, DAMAGES FOR
LOSS
OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES RESULTING FROM: (i) THE SERVICE, THE
MATERIALS AND
THE
PRODUCTS; (ii) THE USE OR THE INABILITY TO USE THE SERVICE; (iii) THE COST OF PROCUREMENT OF
SUBSTITUTE GOODS
AND
SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR
MESSAGES RECEIVED OR
TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iv) UNAUTHORIZED ACCESS TO OR
ALTERATION OF YOUR
TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (vi) ANY
GOODS OR SERVICES
DISPOSED OF OR MESSAGES SENT OR RECEIVED USING THE SERVICE; OR (vii) ANY OTHER MATTER RELATING
TO THE SERVICE,
THE
MATERIALS OR THE PRODUCTS. NOTHING IN THIS TOS SHALL LIMIT THE LIABILITY OF US OR OUR
LICENSORS, SUPPLIERS,
VENDORS, PARENT, HOLDING, SUBSIDIARY OR RELATED COMPANIES, AFFILIATES, OFFICERS, AGENTS OR
EMPLOYEES, AS THE
CASE
MAY BE FOR DEATH OR PERSONAL INJURY RESULTING FROM OUR OR THEIR NEGLIGENCE.
EXCLUSIONS AND LIMITATIONS
YOU ACKNOWLEDGE THAT THE DISCLAIMERS AND EXCLUSIONS OF LIABILITY SET FORTH IN SECTIONS 15 AND
16 REPRESENT A
FAIR
AND REASONABLE ALLOCATION OF THE RISKS AND BENEFITS OF THE AGREEMENT BETWEEN YOU AND US, TAKING
ALL RELEVANT
FACTORS INTO CONSIDERATION, INCLUDING WITHOUT LIMITATION THE VALUE OF THE CONSIDERATION
PROVIDED BY YOU TO US
AND
THE AVAILABILITY AND COSTS OF INSURANCE WITH RESPECT TO THE SAID RISKS. YOU FURTHER AGREE THAT
THESE
DISCLAIMERS
AND LIMITATIONS SHALL BE ENFORCEABLE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
TERM
The term of this TOS shall commence on the Effective Date and shall continue for the period
indicated to
you upon registration (the “Initial Term”). As of the conclusion of the Initial Term, the TOS
shall
automatically
renew for successive subsequent periods of the same length (each, a “Renewal Term” and,
together with the
Initial
Term, the “Term”) unless either you or the Company provide 30 days’ prior written notice of
intent to not renew
the
TOS. Company may terminate the TOS with written notice if it has reason to believe that you are
in material
breach
of the TOS, and such breach is not cured by you within 30 days of your receipt of written
notice thereof from
Company. Upon any termination or expiration of the TOS, (a) Company will cease providing the
Services, (b) You
should cease all use of the Company’s API and (c) any outstanding balance for Services rendered
through the
date of
termination will be immediately due and payable in full. Notwithstanding the foregoing, Company
shall be
entitled
to terminate this TOS at any time upon written notice to you.
GENERAL INFORMATION
Entire Agreement. The TOS constitutes the entire agreement between you and the Company and
governs your use of
the
Service, superseding any prior understandings, statements, representations and agreements
between you and the
Company with respect to the Service. For the avoidance of doubt, you and us are the only
parties to the TOS.
Waiver and Severability of Terms. The failure of Company to exercise or enforce any right or
provision of the
TOS
shall not constitute a waiver of such right or provision. If any provision of the TOS is found
by a court of
competent jurisdiction to be invalid, the parties nevertheless agree that the court should
endeavor to give
effect
to the parties’ intentions as reflected in the provision, and to construe such provision to the
maximum extent
permitted by law so as to render that provision valid and enforceable, and the other provisions
of the TOS
remain
in full force and effect.
Statute of Limitations. You agree that regardless of any statute or law to the contrary, any
claim or cause of
action arising out of or related to use of the Service or the TOS must be filed within one (1)
year after such claim or cause of action arose or be forever barred.
The section titles in the TOS are for convenience only and have no legal or contractual effect.
English version prevails. In the event that these TOS are translated into other languages and
there is a discrepancy between the two language versions, the English language version shall prevail to
the extent that
such discrepancy is the result of an error in translation.
This TOS shall be governed by the laws of England & Wales. Any controversy or claim arising out
of or relating
to
this contract, or the breach thereof, shall be determined by arbitration administered by the
London Court of
International Arbitration in accordance with its Rules of Arbitration. The place of arbitration
shall be
London,
England. The language of the arbitration shall be English. Notwithstanding the foregoing,
either party may seek
an
injunction or other equitable relief in any jurisdiction in order to prevent a breach or
threatened breach of
this
TOS.