TERMS OF SERVICE
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.