1.2 By clicking the "Agree" button during the registration process, logging in or using any part of Pangle, you confirm that you have read, understood, agreed and accepted the Agreement. If you do not agree to be bound by the Agreement, you must not register, log in or use any part of Pangle. If you wish to sell ad inventory to Bytedance using Pangle the Services Agreement made available after you have registered an Account with Pangle will apply.
1.3 By using Pangle, you are entering into a binding contract with Bytedance. If you are entering into these terms on behalf of any entity, such as your employer or the company you work for, you represent and warrant that you are a duly authorised representative of that entity and acknowledge that you have read and agree for such entity to be bound by the Agreement. In the Agreement, “You" or "Your" shall refer to you or the entity you are entering into the Agreement on behalf of, as the case may be.
1.4 Please be sure to read the Agreement carefully, in particular the terms relating to limitations or exclusions of liability. Significant terms may be indicated in bold or underlined for your attention; however it is important to read the entire Agreement carefully.
1.5 We retain the right to suspend or stop providing services on Pangle or to block or deny access to your Account in accordance with the Agreement. If your Account is blocked, you will not be able to access or use Pangle.
II. Definitions and Interpretation
2.1 In the Agreement, the following terms shall have the following meanings:
Account: means the registered account you signed up for to access Pangle.
Affiliate: means, in relation to a party, any entity that controls, is under the control of, or is under common control with, that party, where control means the direct or indirect ownership of more than 50 per cent of the voting capital or similar right of ownership of that party or the legal power to direct or cause the direction of the general management and policies of that party, whether through the ownership of voting capital, by contract or otherwise, and controls and controlled shall be interpreted accordingly.
Applicable Law: means all applicable laws, by-laws, enactments, regulations, regulatory policies, ordinances, protocols, industry codes, regulatory permits, regulatory licences or requirements of any court, tribunal or governmental, statutory, regulatory, judicial, administrative or supervisory authority or body.
Pangle: means the advertising platform and services operated by Bytedance accessed at: https://www.pangleglobal.com/ and any related apps, websites, platforms and other support systems and services operated by Bytedance.
Policies: means any policies, guidelines or directions, relating to Pangle as notified to you or otherwise made available by Bytedance from time to time, and as may be updated from time to time.
2.2 The headings of the terms used herein are for convenience and reference only and do not have any legal meaning or have any effect on interpretation.
III. Account and Registration Rules
3.1 In order to use Pangle, you must register for and maintain an Account. To register for an Account, you must provide Bytedance with your business license or company registration details (or equivalent), name, email address, contact number and contact address and any other information as required by Bytedance on the registration form.
3.2 Bytedance will review the information submitted by you when you register for an Account. You acknowledge and agree that Bytedance has the right to verify the information and materials submitted by you (such as copies of your ID card, business license or company registration, the entity's official statement/description, and the relevant financial information or documentation) before deciding whether to approve your registration application. If the materials you submit or the information you provide is incomplete or inaccurate, you may not be able to use Pangle. Bytedance reserves the right at its sole and absolute discretion to refuse to allow any person to register an Account with Pangle for any reason whatsoever without being obliged to provide such person with its reason(s) for refusal.
3.3 Once the review is completed and your registration application is approved, you will become a “Partner” of Pangle. You must log into your Account with your username and password in order to access Pangle.
3.4 You are responsible for all activities conducted on your Account. You must:
a. only have one Account;
b. keep your Account information (such as your username and password) confidential and secure, and not provide any other person with access to your Account; and
c. promptly notify Bytedance if you become aware of or suspect any unauthorised access to or use of your Account, or any security vulnerability associated with your Account.
3.5 Bytedance reserves the right to block or deny access to your Account, and/or block or limit any features available on Pangle, without prejudice to its other rights or remedies:
a. if Bytedance determines, in its sole and absolute discretion, that you have breached any term of the Agreement;
b. if the Agreement is terminated for any reason; and/or
c. at any other time in Bytedance's reasonable discretion.
IV. Your Rights and Obligations
4.1 You represent and warrant on a continuing basis throughout the term of the Agreement that you:
a. have full power and authority to enter into the Agreement and perform your obligations under the Agreement;
b. will promptly provide Bytedance with any materials or information reasonably requested by Bytedance in connection with the Agreement, and that all materials and information submitted by you (or on your behalf) to Bytedance (including information and materials submitted upon registration) are at all times accurate, authentic, current, complete and not misleading;
c. in case of any changes to your Account details, materials or other information submitted as part of the Account registration process, including name, email and contact number, you shall promptly update such materials or information through your Account on Pangle and acknowledge that Pangle will not be responsible for any delay in contacting you if your materials or information is incorrect or out-of-date;
d. will at all times comply with all Applicable Law, the Agreement and the Policies, and will promptly notify Bytedance if you are in breach of any Applicable Law, the Agreement or the Policies (which action will not obviate the breach but may mitigate its impact)
e. will only use Pangle for lawful purposes, and only for the purposes for which it is intended to be used; and
f. will not license, sublicense, sell, resell, assign, distribute or otherwise commercially exploit or make available Pangle to any third party.
4.2 In using Pangle, you must not:
a. use Pangle for any conduct that may adversely affect the normal operation of the Internet or in a way which will impair or circumvent the integrity or performance operation of Pangle or the data contained therein;
b. engage in any fraudulent, misleading, deceptive, illegal or criminal conduct;
c. use Pangle for any conduct that harms the interests of or in any way damages the reputation of Bytedance and/or its Affiliates;
d. disassemble, reverse engineer, decompile, modify or other attempt to obtain the source code or underlying logic of any portion of Pangle;
e. disassemble, reverse engineer, decompile, modify or other attempt to obtain the source code or underlying logic of any portion of a third-party website or company for which Pangle provides services or a third party that has a cooperative relationship with Bytedance and/or its Affiliates;
f. “crawl,” “scrape,” “spider” or otherwise copy or store any portion of Pangle for any purpose not contemplated under the Agreement (e.g. in order to mimic the functionality and/or output of Pangle or to build a competitive product or service);
g. enable or permit any person to distribute any software viruses, worms, trojan horses or other harmful computer code via Pangle and will use commercially reasonable endeavours to prevent the same;
h. impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
i. gain unauthorised access to or use of any computers, data, systems, accounts or networks of any person (e.g. by misappropriating any passwords or accounts of other persons); and/or
j. attempt to circumvent any security controls or mechanisms, including any password or user authentication methods.
V. Rights and Obligations of Bytedance
5.1 Bytedance reserves the right to modify the features and functionality of Pangle at its sole and absolute discretion from time to time, including but not limited to the adjustment to Pangle's platform and services.
5.2 Bytedance reserves the right to vary the terms of the Agreement from time to time. Bytedance will use reasonable endeavours to notify you of any material changes to the Agreement, however you agree that it is your responsibility to check the Agreement regularly and your continued use of Pangle will constitute your acceptance to any such variations or amendments of the terms of the Agreement. Except for the foregoing, no addition to or modification of the Agreement will be binding on the parties unless agreed upon by the parties in writing.
VI. Term and Termination
6.1 The Agreement shall continue until terminated in accordance with its terms.
6.2 Bytedance may terminate the Agreement, and/or suspend or terminate your use of Pangle in whole or in part:
a. at any time for any reason by providing you with notice in writing; and
b. immediately, with or without notice, if you breach any term of the Agreement, without prejudice to Bytedance's other rights and remedies.
6.3 If you breach any term of the Agreement, without prejudice to Bytedance’s rights under clause 5.2, you undertake to rectify the issue at your sole cost and/or to take steps to investigate the issue and take such necessary measures (including but not limited to blocking access to your Account) to mitigate the impact of the breach on Bytedance.
VII. Intellectual Property Rights
7.1 Subject at all times to your compliance with the Agreement, Bytedance and its licensors grant you a revocable, limited, non-exclusive, non-transferable, non-sublicensable, royalty-free licence during the term of the Agreement to access and use Pangle for services.
7.2 As between the parties, all intellectual property rights in and to Pangle, including the application of any feedback, belong to and shall remain vested in Bytedance and nothing in the Agreement transfers any ownership in or to Pangle to you.
7.3 All text, images, graphics and audio and video materials contained in the services provided by Bytedance are protected by copyright, trademark and other intellectual property laws. You must not modify, distribute or reproduce in any way any of these materials or other proprietary information without the prior consent of Bytedance or the relevant rights holders.
VIII. Liability and Indemnity
8.1 Unless expressly set forth in the Agreement or required under any Applicable Law, Pangle is provided “as is” and "as available" with no warranties, and Bytedance expressly excludes and disclaims all representations and warranties, whether express, implied or statutory. Without limiting the foregoing and to the maximum extent permitted under Applicable Law, Bytedance makes no representation, warranty or provide any other assurance, express or implied, regarding the reliability, suitability, quality, availability, non-infringement or fitness for any purpose whatsoever of Pangle, or that Pangle will be uninterrupted or error free, or will operate in combination with any other hardware, software, system or data.
8.2 Neither party shall be liable for any lost profits, lost savings, lost value, loss of data, or lost sales (whether such profits, savings, value, or sales are direct, indirect, consequential, or of other nature), incidental, indirect, punitive, special, or consequential damages under any part of the Agreement, even if the party has been advised or was aware of the possibility of such damages.
8.3 You shall indemnify and hold harmless Bytedance, its licensors, and each such party's Affiliates and their respective officers, directors, members, employees and agents from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with:
a. your breach of sections 3.4, 4.1, 4.2 and 7.3 and 9.10 of the Agreement; and
b. any actual or threatened third party claims arising out of or in connection with your breach of the Agreement or your use of Pangle.
8.4 Without prejudice to the generality of the rest of this Section 7, the maximum aggregate liability of Bytedance arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed USD 50.
8.5 Pangle may include links to other websites or services (“Linked Sites”) solely as a convenience to you. Unless otherwise specifically and expressly indicated, Bytedance does not endorse any such Linked Sites or the information, material, products, or services contained on or accessible through Linked Sites. Furthermore, Bytedance makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites.
9.1 Bytedance shall not be liable for delay or failure in performance resulting from causes beyond Bytedance's reasonable control, including but not limited to fire, explosion, adverse weather conditions, flood, earthquake, pandemic, terrorism, riot, civil commotion, war, hostilities, strikes, work stoppages, slow-downs, or other industrial disputes, accidents, riots or civil disturbance, acts of government, lack of power and delays by suppliers or materials shortages of transportation, facilities, fuel, energy, labour, or materials, energy supply interruption, IT viruses and cyber-attacks, dysfunction of networks.
9.2 Both you and Bytedance are independent entities. Under no circumstances will the Agreement constitute an agency, partnership, joint venture or employment relationship between the parties.
9.3 The Agreement (as amended from time to time) constitutes the entire agreement between the parties in relation to the content hereof and supersedes all previous written or oral agreements between the parties in relation to the relevant content. Any waiver of any breach of or non-compliance with the Agreement by Bytedance shall not be deemed to be a waiver of any prior or subsequent breach of or non-compliance with these terms.
9.4 The Agreement, and any and all disputes arising out of or in connection with the Agreement (including any alleged breach of, or challenge to the validity of enforceability, of the Agreement) shall be governed by the laws of Singapore. If any terms of the Agreement are partially invalid or unenforceable for any reason, the remaining terms are still valid and binding on both parties.
9.5 Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference into the Agreement. The seat of arbitration shall be Singapore. The arbitral tribunal shall consist of (1) arbitrator, to be jointly appointed by the parties. Should the parties fail to agree on an arbitrator within ten (10) days of service of the arbitral notice, the arbitrator shall be appointed by the President of the SIAC. The language of the arbitration shall be English.
9.6 No person or entity who is not a party to the Agreement shall have any right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore or other similar laws to enforce any term of the Agreement, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this shall not affect the rights of any permitted assignee or transferee of the Agreement.
9.7 You may not assign, sub-license, transfer, subcontract, or otherwise dispose of any of your rights or obligations, under the Agreement without Bytedance's prior written consent. Bytedance may at any time assign, sub-license, transfer, subcontract or otherwise dispose of its rights or obligations under the Agreement without notice or consent (save to the extent required by Applicable Law).
9.8 Termination shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either party and all provisions which are to survive the Agreement, or which are implied to survive shall remain in full force and effect. For the avoidance of doubt, the right to claim loss or damage arising from an event which caused a breach of contract is expressly reserved.
9.9 Bytedance may give notice to you by means of a general notice published on Pangle, or to your email address set out in your Account. You must give notice to Bytedance by email to email@example.com.
9.10 "Confidential Information" means any information (i) relating to the business and services of Pangle that is accessible following registration of your Account or (ii) we disclose to you under conditions of confidentiality concerning the business, affairs, customers, clients or suppliers of Bytedance and/or its Affiliates.
9.11 Confidential Information shall not include any information that:
a. is or becomes generally available in the public domain or becomes available to the
b. public at any time, whether prior or subsequent to this Agreement;
c. was in your lawful possession prior to the disclosure and had not been obtained by your access to Pangle.
d. is lawfully disclosed to you by a third party without obligation of confidentiality;
e. is independently developed by you without use of or access to the Confidential Information; or
f. is requested or required by law, regulation, regulatory authority, or other applicable
g. judicial or governmental order to be disclosed.
9.12 You agree that you will not disclose to any third parties or use Pangle Confidential Information other than for the management of your Account without our prior written consent. Where consent for disclosing data is granted you agree to place the recipient under obligations of confidentiality as strict as those herein prior to disclosure. You agree that you will promptly upon discovery of any loss or unauthorized use or disclosure of Confidential Information notify us in writing and take all necessary steps to mitigate the loss or unauthorised use or disclosure of Confidential Information. The foregoing prohibition on disclosure of Confidential Information shall not apply to the extent certain Confidential Information is required to be disclosed by you as a matter of law or by order of a court, provided that you provides us with prior written notice of such obligation to disclose and reasonably assist us in obtaining a protective order. If your Account is closed, you agree to:
a. deliver to us any and all materials containing Confidential Information, together with all copies thereof in whatever form; and/or
b. destroy any and all materials containing Confidential Information, together with all copies thereof.