"Bango" or "us" means Bango.net Limited, 5 Westbrook Centre, Cambridge, CB4 1YG, United Kingdom. "You", "your" or "you" means the signatory to this agreement or the entity entering into this agreement by agreeing to these terms by registering at www.bango.com.
"Product" means a product or service provided by Bango as specified in detail at the Bango.com web site or attached to this contract. Products identified in Schedule 1 of this contract and modified from time to time by you by using the product selection facilities at the Bango web site ("Product List") are subject to these General Terms and Conditions (T&C).
"Payment Product" means a Product in connection with which Bango makes payment to you.
"Analytics Product" means a Product so designated by Bango which provides you with information about mobile marketing campaigns, websites or apps.
"Package" refers to an individual instance of a Bango Payment Product or Analytics Product.
"Content" means anything published by you directly or indirectly via a web site, in conjunction with a Product, including digital media, applications, games, text, web pages and other services.
"Content Providers" or "CP" refers to the publisher of the Content, including advertisers, publishers and brand owners.
- to be responsible for the hosting, selection, updating, encoding, marketing, pricing and support of Content you offer.
- to ensure your Content complies with all applicable laws, regulation, licenses, codes and guidelines and to indemnify Bango for any loss or damage that Bango incurs by reason of your breach of this provision.
- that you have all necessary rights to Content in the countries that you host it, deliver it or transport it and you indemnify Bango for any loss or damage that Bango incurs by reason of your breach of this provision.
- to correctly categorize Content using the tools provided by Bango and you indemnify Bango for any loss or damage that Bango incurs by reason of your breach of this provision.
- to comply with our content abuse processes in Schedule 2 (Abuse Process)
- to give Bango the rights to defend ourselves against claims resulting from your Content, and indemnify Bango against fines or damages that result from your misuse of our services.
- to pay for all items on the Product List monthly in advance or as specified otherwise in writing by Bango.
- to follow the technical guidelines provided by Bango for integration with the Bango systems.
- to keep confidential and secure any passwords or other security credentials supplied by Bango.
- to market your Content only in accordance with all appropriate regulations and guidelines that apply to you and confirm that Bango can withhold payments or service in the event that marketing does not so comply.
- to use the Bango Analytics data collection system reasonably – for example by keeping data collection (pages and campaigns) volumes within limits not exceeding the allowance specified for the chosen Product.
- to use the Bango Analytics data collection system strictly in conformance with any applicable laws, including those relating to personal data privacy and the use of tracking/tagging technology, and to indemnify Bango against any fines or damages that result from your breach of this provision.
For payment products:
- to provide sufficient identification of yourself to enable Bango to meet its "Know your customer" obligations under anti-money laundering legislation and regulations.
- to allow Bango to deduct any payments owed to Bango from any amounts we may be due to pay you.
- to allow Bango to delay payment to you until the payment due has reached a minimum amount as specified in the Product description.
Payment terms are strictly within 30 days Net and in no circumstances shall the Customer be entitled to make any deduction or withhold payment for any reason what so ever.
If you fail to pay us in full on the aforementioned due date we may:
- Suspend or cancel the Account with Bango.
- Cancel any discount offered to you by the Company
- Charge you interest at the rate set under s.5 of The Late Payment Commercial Debts (Interest) Act 1998:
- Calculated (on a daily basis) from the date of the invoice until payment
- Compounded on the first day of each month
- Before and after any judgment (unless a court orders otherwise)
- Claim fixed sum compensation from you under S.5A of that Act to cover all Credit Control overhead costs
- Recover (under clause 5) the cost of taking legal action to enforce payment
If you have an approved credit account we may withdraw it or reduce your credit limit or bring forward your due date for payment. We may take any of this action at any time without notice.
You do not have the right to offset any monies you may claim from us against anything you may owe us.
- to provide the Products on the Product List.
- to allow you to add or remove Products from your Product List, subject to the relevant notice periods.
- to use reasonable endeavors, competence, diligence and skill to keep the Product operating as specified.
- to communicate with you if any Product on the Product List stops working for any significant period.
- to keep confidential any information provided by You or generated by your interactions with Bango except where you are using Bango to make the information accessible to third parties or as required by law.
- to record and store data in accordance with the allowance specified in the Product provided. Bango may archive and remove all data outside this allowance from live storage. You may ensure that data is preserved by upgrading before limits are exceeded.
- to provide you with a procedure for reporting and rectification of problems with a Product.
For payment products:
- to allow an independent appropriately qualified auditor to examine Bango's records of transactions relevant to You to verify the amounts payable to You under this agreement, provided that this shall be no more than once per year. The costs of this will be paid by you unless Bango has underpaid you by more than 1%, in which case Bango will pay.
- to provide you with 30 days advance notice of any changes to pricing or payment rates in a Product.
- to pay you on time according to the specific terms and conditions of your chosen product (subject to any regulatory investigation, court order or suspected fraud) the amounts specified for that Product.
- to pay you in US Dollars, British Pounds Sterling or Euros at your choice.
- to pay you by electronic bank transfer or other equivalent method chosen by Bango.
- These Terms and Conditions are under the laws of England.
- The "place of business" for VAT purposes is the United Kingdom.
- Data collected by Bango is retained confidentially and used as permitted by the laws of England.
- Bango can suspend items on your Product List if we have reasonable grounds for suspicion that you are in breach of your agreement with Bango or if we are responding to a complaint under the Abuse Process.
- Bango reserves the right to make changes to the functionality of items on the Product List from time to time if required due to third party actions outside Bango’s control or due to regulations or legislation.
- Bango warrants to you that it is the owner of or is licensed to use all copyright, trademarks and other intellectual property rights relating to Bango and all items in the Product List.
- Bango will not have rights in or to exploit any Content provided by You save is as necessary to provide any Products and then only for the period of this agreement.
- You will gain no rights whatsoever in any software, hardware or any matter or thing comprising the Bango platform or any Product.
- Use of Bango services are subject to the usage limits established by the product you have chosen.
- If you reach the usage limits established for your product, Bango will at its discretion either automatically stop providing services which would exceed the usage limit or will continue to provide service and will notify you of your options to avoid service suspension.
- In the case of Bango services, such as Bango Number redirection/campaign tracking, page tracking and WAP.com where you or your websites use Bango services "on demand", and the usage limit is under your control, Bango reserves the right to modify the behavior of such services if agreed usage limits are reached and you do not respond to Bango's request to reduce usage. Such modification may include delaying response to services, providing alternative or re-routed responses to service requests or ignoring such requests.
- Notice may be given by email. You agree that Bango may give notice by sending an email to the address provided by you as part of the sign-up or account set-up process, or as later notified by you. You may send notices to Bango at email@example.com or, in connection with cancelling a Package only, by selecting the cancel Package option within the online tools at bango.com.
- These terms and conditions are subject to change. The terms and conditions on Bango's web site current at the date at which you set up your Bango Account govern your agreement with Bango from that date until the end of the notice period contained in any notice sent to you announcing Bango's posting of new terms and conditions, after which the new ones will apply. Should you not accept the new terms and conditions, you may terminate this agreement, in which case the notice period in paragraph 3 of the Indemnification and Termination provisions below will not apply.
- Each party agrees to keep confidential and secure any information which has been declared by the other party to be confidential or which by its nature is confidential including but without limitation passwords or other security credentials or information concerning a party's business or its customers which the receiving party has received in connection with this Agreement or which it has access to through or which is generated by your interactions with the Bango systems and shall not disclose it to any other person except if that information (a) is already in the public domain (b)as already been generated independently by the receiving party (c) is required to be disclosed by a regulator of Government authority pursuant to a lawful request for such information or (d) is required to be disclosed for the purposes only of a party's fulfilling its obligations or exercising its rights under this Agreement.
- Except as otherwise agreed in writing, these terms and conditions form the entire agreement between Bango and you, and supersede any prior agreement covering the same subject matter and any prior written or oral representations.
For payment products:
- For each Product, Bango will offer payment methods and apply currency conversion rates specified by Bango for that Product.
- Provided it implements the product functionality you choose, Bango may choose to act as a re-seller of your content (a "principal") or as a payment agent, at Bango’s discretion.
- Payment by end-user customers who access Content may be subject to minimum transaction values, roll-over of unused pre-payment and taxes as defined in the technical guidelines posted at the Bango web site.
Indemnification and Termination:
- Bango accepts no liability for loss of service caused by third parties over which Bango has no control. Nothing in this contract excludes Bango’s liability for fraud caused by the actions or omissions of Bango, personal injury or death. Bango is not liable for loss of profit or damage to reputation.
- Bango's liabilities are limited to the amounts paid by you over the last twelve months. The parties agree that this is a reasonable pre-estimate of the maximum damage that could be caused by loss of the services. Damages up to this amount are the only remedy that you have for breach of this agreement except where otherwise agreed in writing.
- This agreement is terminated by you by removing all items on the Product List. The notice period for terminating a specific item is twelve months from initial adding of a product to the product list and thereafter one month unless otherwise specified in writing in the product description or agreed by Bango in writing by being written on an accepted Bango order form.
- This agreement may be terminated by Bango if Bango notifies you of violation of the terms of this agreement and you have not corrected that violation within 7 days of Bango giving you written notification of that violation.
- Items on the Product List may be suspended by Bango if you are in breach of the contract.
- Bango may terminate the supply of any Product with 60 days notice unless otherwise specified in writing in the product description.
Schedule 1: Bango Product List
The Bango services covered by this agreement are:
The services you have selected using the facilities at www.bango.com.
Generic product terms and conditions also apply as defined in Schedule 3.
Specific product terms and conditions listed on www.bango.com also apply. See http://support.bango.com/entries/23400966.
Schedule 2: The Bango Abuse Process
People are encouraged to inform Bango if they suspect Content Providers using the Bango Products are doing anything illegal or infringing relevant regulations. Reports can be made by email to firstname.lastname@example.org or email@example.com, via Bango WAP or web pages, by telephone to a Bango employee or in writing to Bango.
When such a report is received by Bango, Bango activates its Abuse Process to investigate and resolve the situation swiftly and effectively, and to ensure compliance with relevant laws and regulations.
The abuse procedure is:
- Bango's support team attempts to identify the Content Provider (CP) to which the report refers.
- Bango contacts the Reporter, if possible, to confirm it has received the report and potentially to clarify what they have seen or how to reach it. Bango advises them that it is investigating, that Bango may notify law enforcement authorities, of the role and responsibilities of Bango and if appropriate suggests they contact law enforcement or other organizations.
- If Bango can identify the CP, Bango will provide them with details of the report we have received and remind them of their obligations under the T&C and remind them of the reach of the Global Mobile Internet.
- Bango will advise the CP that it has activated its investigative procedures, which may include involvement of law enforcement or other competent bodies to investigate the report.
- If the complaint appears to involve Children, Bango immediately refers the complaint to the Internet Watch Foundation, www.iwf.org.uk
- If the report appears to Bango staff to breach T&C and a Bango company officer agrees, the content will be reviewed, and a decision taken by a Bango company officer on "immediate take-down".
- The Bango Support department will keep as an "open issue" any allegations, and the status is reviewed weekly until Bango takes a view that the report no longer poses a significant risk to Bango or Bango staff and that the CP concerned is now in compliance with T&C.
Schedule 3: General Product Terms and Conditions
The following terms and conditions additionally apply depending on the products and services selected.
- Information supplied via Bango APIs may only be used in accordance with the guidance and purpose stated in the associated API documentation. Information may only be used in accordance with the mobile rules and regulations of a given user’s country.
All analytics products:
- Data recorded by Bango Analytics is stored for 13 months for analysis (providing month on month comparison for 1 year) unless otherwise stated by the Product description.
- Data older than this will be removed from live storage and will not be available within the online reports and will not be available for export, either online or through the Web Services API.
- Bango Analytics is priced based on Committed Monthly Events. An "Event" is a single instance of time-stamped data sent to Bango for storage and analysis. An Event represents a single specific activity such as a page view, ad impression, click, payment or change in state of an application. An Event includes all relevant supporting information such as date, time, user id, device, geo-location and parameters. It does not include Bango payment transactions or access to online reports or data export from the management tools.
- The number of Committed Monthly Events is estimated and paid for in advance of the month start using standard pricing.
- Events that exceed the agreed monthly commitment will be charged at a higher excess price.
- The number of Committed Monthly Events may be increased at any time or decreased with 30 days advance notice.
- Grossly exceeding Committed Monthly Event usage will result in a warning. Non compliance with the warning will result in product termination.Bango should be notified of any expected short term spikes/peaks wherever possible in advance of the event.
- Bango should be notified of any expected short term spikes/peaks wherever possible in advance.
- Bango Analytics contains user tracking capabilities whose use may be restricted by applicable laws. Content Provider will abide by such laws regarding informing end users of this capability and the use to which it will be put and any opt-in or opt-out requirements.
- Bango reserves the right to introduce technology such that, on an Event by Event basis, Bango will record (anonymised) individual tracking data only if it receives confirmation that the respective end user has opted in for such tracking.
- Bango reserves the right to demand that analytics tracking code be removed from any site or campaign and that data recording be stopped, in the event that:
- Events/traffic levels exceed agreed monthly volumes.
- Payment for a Product that includes Bango Analytics has not been made when due.
- Bango Analytics does not provide any payment capabilities.
All payment products:
- Payment of earnings is through PayPal. Payment via other methods is available for a fee.
- Bango will pay invoices for Content Provider earnings at the end of the second month after the money was earned, or on the next day our bank is open if that is not a banking day, provided that the Content Provider invoice is received at least fifteen days before the relevant payment date.
- Bango will use reasonable endeavours to obtain payment from all Payment Providers in accordance with the agreements between them and Bango. Where Bango has not received the relevant funds from a Payment Provider on time, Bango may withhold payment of the relevant part of the Content Provider earnings until payment is received from the Payment Provider, and will so notify Content Providers on the day that the payment to the Content Provider is due to be made. In the event of such a delay, Bango will make payment of the delayed amount within 3 working days of receipt of funds from the relevant Payment Provider.
- All charges or fees incurred by Bango related to a Content Provider account using any payment method (including credit card and operator on-bill) will be noted and charged against the Content Provider account. This includes refunds, chargebacks, fines, fees and other biller costs passed to Bango. For example, credit card chargebacks additionally carry a $25 processing fee per transaction. Please see specific information about a biller in the Bango Knowledge Base for specific known charges or fees.
- Excessive levels of chargebacks will result in suspension of service.
- Bango will not accept any revenue claims from Content Providers which are submitted more than three months after the end of the month of end-user activity.
- Bango payout rates may change at any time without notice. This reflects the best market pricing available at any given time.
- Failure to adhere to content ratings shall be a material breach of this agreement. Ratings shown on the Bango website reflect the highest content rating allowed on the network.
- Each separate store or service must use a separate Bango Payment Package.
- Excessive levels of consumer support calls will result in suspension of service.
- Earnings from payment Products are as set out in Bango’s then current payout rates and billing coverage web pages. Operator billing transactions may deliver earnings only for transactions made within a single country. Earnings are generally paid for credit card and transactions worldwide, and for PayPal transactions in a number of countries. Payment transaction limits must be adhered to. Higher limits than shown may be available with prior agreement – please contact us for details.
- Bango’s published payment transaction limits must be adhered to, although Bango may upon request agree to higher limits.
- Bango Payment products include full payment reporting and a 30 day trial of Bango Analytics for measuring mobile marketing campaigns, websites and applications. The trial starts from the license date of the product. Following the trial Events may be added for an additional monthly fee. The above terms for All Analytics Products apply.
- Operator billing in some countries requires that a Content Provider site or service be self certified as compliant with G rating guidelines (http://support.bango.com/entries/23400446). Failure to comply with these rules is a material breach of this agreement.
- The content rating for a site or service is determined by the most restrictive rating of any individual item made available on such site. A single item of Universal (U) or Restricted (R) rated Content causes an entire site to be classified as U or R.
- You are liable to Bango for the full amount of any payment you receive, plus Fees, should the payment be later invalidated for any reason. This includes Refunds, Chargebacks or other reversals of payment undertaken by Bango, the Mobile Network Operator or the Card issuing bank. You agree to allow Bango to recover any amounts due by debiting your Bango Account. If there are insufficient funds in your Bango Account to cover your liability, you agree to reimburse Bango through other means.
- Bango APIs are provided for the purpose of supporting payments. Use of Bango APIs for purposes not directly related to payment transactions will be charged at the Bango Analytics event pricing rate.
All payment products requiring operator billing approval:
- Bango will undertake to submit a Payment Package for operator billing approval on your behalf, so long as payment of fees for the Package remains up to date. Premium or Enterprise customer service is required for operator billing approval. For a list of operators requiring billing approval see the 'Instantly active' column at http://support.bango.com/entries/23397007.
- Additional operator submission costs will be included if more than one approval submission per operator is incurred during the same month for the same Package.
- Bango will always work on your behalf to submit and obtain operator billing approval as quickly as possible in accordance with operator regulations, timings and working practices.
- Bango will only submit a site or service for operator billing approval once all submission requirements have been met by you. See http://support.bango.com/entries/23381102.
- Only Packages that have been self certified as compliant with G rating guidelines (http://support.bango.com/entries/23400446) may be submitted for US operator billing approval.
- Any changes in content, structure or pricing to stores or services currently approved for operator billing will require new operator approval submission.
- Additional one-time fees required by operators prior to billing approval, currently including T-Mobile USA, will be payable by you at cost.
All payment products with credit card billing capabilities:
- Content that you have validly registered with Bango may be advertised and sold by Bango at bangomall.wap.com, other Bango mobile sites or presented for resale to end users as required by Bango.
- You will always respond promptly to inquiries from Bango on behalf of customers or from customers directly, and shall endeavour to resolve disputes with said customers.
- A refund is the actual reimbursement of the cost of Content to a customer regardless of the basis for the reimbursement ("Refund"). Bango accomplishes the Refund by reversing the amount previously charged to the customer's card or account at the card issuing bank and the appropriate amount is credited to the appropriate card or account at the card issuing bank of customer.
- Bango may issue a Refund without your prior knowledge or consent when Bango deems it appropriate. Bango will promptly notify you of any Refund and provide you with information regarding the basis for Bango's determination to issue the Refund.
- All credit card chargebacks are passed on and charged against your Bango account along with a $25 processing fee per transaction.
- Your Account will be debited by Bango in an appropriate amount for all Refunds, regardless of the basis for the Refund.
- As a merchant for various card associations (i.e., VISA, MasterCard, American Express, Discover, JCB and Diner's Club), Bango has obligations it must fulfil to protect its ability to participate as a merchant in those card associations.
- Bango does not confer card association merchant status upon you. Bango is the card association merchant and acts as a sales outlet for you if required. You will not conduct yourself in a manner that will endanger Bango's merchant status, including without limitation, misrepresenting the relationship between you and Bango. You will represent Bango as an authorized retailer or out-sourced vendor solution and NOT as a "credit card processor" or a "payment gateway".
- You must not refer to Bango at any time as a "Credit Card Processor", or "A Third Party Processor", or "A Payment Gateway." Similar restrictions on the manner in which Bango is described apply for any buttons or links to Bango contained on your web site and marketing materials.
- Acceptable terminology for buttons or links to Bango is "Buy Now".
- Unacceptable terminology to link to Bango includes phrases like: "Click Here to Pay" or "Process Payment Now".
- Your Bango enabled web site may display card association related materials such as trademarks, service marks, logos and other protected items belonging to the card associations only if it is clearly stated that Bango is your reseller and Bango is the card association merchant. By presenting any product to Bango for sale, you agree that Bango is an authorized reseller of that product and therefore may include any and all product information or representation on Bango's websites and any other marketing channels or sites populated by Bango
- Adult content may be sold via credit card using only a Product that permits R rated content sales. Permitted ratings are shown on Bango’s then current payout rates and billing coverage web pages.
- Credit card limits higher than specified in the selected product are available on request.
All payment products using the Bango Direct Billing API
- You are fully responsible for ensuring that the phone number and operator obtained and passed to Bango, for the purpose of billing via the Direct Billing API, has been confirmed as authentic and belonging to the consumer placing the payment at the time they confirm the payment. The consumer is the named owner of the mobile network operator account onto which the payments are charged, or the named account holder of the credit or debit card being used to collect payment.
- You will not use the Bango Direct Billing API where an authenticated phone number and operator cannot be obtained for the Consumer (Bango Mobile Web Billing should be used in place in this instance).
- You will only use the Bango Direct Billing API for payments that have been approved by the consumer in accordance with their mobile network operator's guidelines.
- You shall ensure that the payment experience you provide to all consumers complies fully with the rules and regulations of that consumer's mobile network operator. It is your sole responsibility to understand and comply with the rules and regulations of each operator network with which you use Bango Direct Billing. Bango uses reasonable efforts to maintain a current copy of each operator's regulations, or link to it, on the Bango Knowledge Base.
- You shall ensure that each consumer is shown full details of the payment in accordance with the consumer's mobile network operator rules. By way of example, this may include:
- The price of the transaction.
- Operators may require this to be in the consumer's local currency
- The price should include or exclude tax in accordance with the operator guidelines
- Your terms and conditions for the payment
- The frequency of the payment - one time or repeat subscription
- Your contact information for the purposes customer support
- A buy button
- Should any payment be later invalidated for any reason, you are liable to Bango for the full amount of that payment, plus fees. This includes refunds, chargebacks or other reversals of payment undertaken by Bango, the mobile network operator or the card issuing bank. You agree to allow Bango to recover any amounts due by debiting your Bango Account. If there are insufficient funds in your Bango Account to cover your liability, you agree to reimburse Bango through other means.
- Your failure to comply with any aspect of the Bango Direct Billing terms and conditions will be deemed to be a material breach of this agreement, subjection to its termination and suspension provisions. You agree to indemnify Bango against any claims, damages, fines or penalties arising from your failure to so comply.
- Each application using the Bango Direct Billing API will use a separate Bango Payment account and a separate application form will be completed accordingly.
- On receipt of a fully completed Direct Billing application, Bango will:
- Review the specified application and payment flow, providing feedback with next steps in a timely manner
- Turn on operator billing in the countries agreed according to the Bango self assessment procedure
- Submit the payment process for operator approvals where required in accordance with operator approval guidelines. Note that operator approvals process and associated timings are under the control of the specified operator and not Bango. Bango will work on your behalf where possible to ensure successful and speedy approval.
- Premium or Enterprise customer service is required for the approval of each Direct Billing application.
All Bango Payment trials (evaluation)
- Bango provides a free trial version of Bango Payment World. This provides full product functionality (where available), except as otherwise stated here. You may upgrade to a paid Product during the trial period, and from that time functionality will depending on the particular Product chosen.
- Free Bango Payment trials include operator billing only for operators that do not require site approval. For a list of operators requiring billing approval see the 'Instantly active' column at http://support.bango.com/entries/23397007.
- Bango Analytics capabilities are included, and the Bango Analytics trial terms and conditions below apply.
- The trial period begins at the point the Bango trial account is created. The trial ends after the specified number of days as shown at signup.
- Information collected during a trial will be deleted at the end of the trial period. To preserve this data a paid upgrade must be completed by the end of the trial.
- No money is paid out during a trial. Once you upgrade to a paid Product, payouts will begin.
- You may cancel a trial at any time during the trial period by removing all Bango payment and tracking code and cancelling the Bango account.
All Bango Analytics trials (evaluation)
- Bango provides a free trial version of Bango Analytics Advanced. This includes all product functionality for measuring campaigns, websites and applications. It also contains dynamic visitor identification via the Bango Identifier service. You may upgrade to a paid Product during the trial period, and from that time functionality will depending on the particular Product chosen.
- The trial period begins at the point the Bango Analytics trial account is created. The trial ends after the specified number of days as shown at signup.
- Not more than 100,000 Events may be submitted within the trial period. Excess Events will be charged at the excess price. Events may be used to record anything, including page views, visitor identification, campaigns or application Events.
- You may cancel a trial at any time during the trial period by removing tracking code and cancelling the Bango account
- You agree to pay on demand the then current standard fee for the use of the Bango Analytics Advanced Product from the end of the trial period if you have neither cancelled the trial nor signed up for a Product which includes Bango Analytics prior to that date.
- All Bango supplied tracking code will be removed:
- At the end of a product trial if upgrade to a paid Product has not been undertaken.
- At Bango's sole discretion should monthly Events exceed the defined limits.