Terms of Use

Please read carefully the following provisions of this Terms of Use (“Terms of Use”). This is a legal agreement between you and TangoMe, Inc. dba Tango (“Tango”) regarding the use of the Tango software programs and related documentation being installed by you on your device (the “Software”). By downloading or otherwise accessing the Software and/or using any of the services enabled by the Software (the “Services”), however accessed, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS (INCLUDING ANY ADDITIONAL GUIDELINES AND FUTURE MODIFICATIONS) AND BY TANGO’S PRIVACY POLICY (“Privacy Policy”), COPYRIGHT TERMS (“Copyright Terms”) AND TANGO SHOP COMMERCE TERMS (“Commerce Terms”), EACH OF WHICH IS INCORPORATED HEREIN BY REFERENCE AND CAN BE FOUND AT WWW.TANGO.ME/PRIVACY-POLICY, WWW.TANGO.ME/COPYRIGHT AND WWW.TANGO.ME/TERMS-OF-USE#COMMERCE-TERMS, RESPECTIVELY.

This Terms of Use, the Privacy Policy, Copyright Terms and Commerce Terms are referred to herein collectively as the “Terms and Conditions.” IF AT ANY TIME YOU DO NOT AGREE TO ANY OF THE TERMS AND CONDITIONS, YOU MAY NOT USE THE SOFTWARE OR SERVICES AND MUST IMMEDIATELY TERMINATE YOUR USE OF THE SOFTWARE AND ALL SERVICES.

If you use the Software and Services known as Music Pix, please see Section 18 below for additional terms and restrictions.

If you use Tango Shop, please see our Commerce Terms at http://www.tango.me/terms-of-use#commerce-terms.

1. Acknowledgment. This paragraph is intended to apply to you if you have downloaded the Software from the Apple App Store. Tango and you acknowledge that this Terms of Use is concluded between Tango and you only, and not with Apple Inc. (“Apple”), and as between Tango and Apple, Tango, not Apple, is solely responsible for the Software and Services and the content thereof. This Terms of Use is not intended to provide for usage rules for the Software and Services that are less restrictive than the Usage Rules set forth for Licensed Applications in, or otherwise be in conflict with, the App Store Terms of Service as of the date hereof (which you further acknowledge you have had the opportunity to review).

2. License Grant. Subject to your compliance with the Terms and Conditions, Tango grants you a personal, limited, non-commercial, non-exclusive, non-sublicensable, non-assignable, non-transferable, freely revocable license to download, install and use one (1) copy of the Software, in object code format, only on your personal computer or personal mobile devices (if you have downloaded the Software from the Apple App Store, then only on your iPhone, iPod touch, iPad or iWatch) (each, a “Device”) for the sole purpose of personally using the Tango application and any other applications that may be explicitly authorized by Tango for use through use of the Software, and if you have downloaded the Software from the Apple App Store, as permitted by the Usage Rules set forth in the App Store Terms of Service as of the date hereof.

3. Ownership. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software includes trade secrets and information that is confidential and proprietary to Tango and you agree to take all necessary actions to protect the confidentiality of such information. All ownership rights in the Software and Services, including any related documentation and any new releases, modifications, and enhancements thereto belong solely to Tango and its licensors, if any, including all intellectual property rights therein. The Software is licensed, not sold. Title does not pass to you. There is no implied license, right or interest granted in any copyright, patent, trade secret, trademark, invention or other intellectual property right. Tango hereby expressly reserves all rights in the Software and Services which are not expressly granted to you hereunder.

4. Restrictions. You may use the Software solely for purposes of enabling you to use and enjoy the Services, and as permitted by the Terms and Conditions. You only obtain a license to use the object code version of the Software. You shall not (i) copy, modify, adapt, translate into any language, distribute, or create derivative works based on the Software or any of the Services; (ii) incorporate any portion of the Software into your own programs or compile any portion of it in combination with your own programs or transfer it for use with another service or program; (iii) sublicense, sublease, lease, lend, assign, sell, license, distribute, rent, export, re-export or grant other rights in the Software or Services and any attempt by you to take such action shall be void; (iv) decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Software or any of the Services by any means whatsoever; (v) remove, obscure or alter any copyright and/or other proprietary notices contained on or in or otherwise connected to the Software or any of the Services; (vi) use the Software or any of the Services to create or proliferate a virus or to circumvent any copy protection or other digital rights management mechanism.

5. Additional Restrictions. You further represent that you shall not (i) use the Software or any of the Services in violation of any applicable law or for any illegal or unauthorized purpose, (ii) use the Software or any of the Services in any manner which could damage, disable, overburden or impair any of the Services, (iii) use any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Software or any of the Services in a manner that sends more request messages to the Tango servers than a human can reasonably produce in the same period of time manually; (iv) transmit invalid data, worms, viruses or any code of a destructive nature, (v) transmit spam, chain letters, materials related to any political campaigns, commercial solicitations, mass mailings, or any form of spam or other unsolicited texts or emails; (vi) display, transmit or share any content consisting of data, text, sounds, audio, pictures, photos, video, sound recordings, musical works, narration, works of authorship and/or any type of materials, information or communications (“Content”) deemed unlawful, harmful, threatening, pornographic, obscene, abusive, racially or ethnically offensive, libelous or defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), profane, injurious or otherwise objectionable, or any Content that encourages conduct that would be considered a criminal offense or bring forth civil liability, (vii) attempt to hack, destabilize, adapt or otherwise interfere with Tango’s website, the Software (or its source code) or any of the Services, or alter another website or mobile app so as to falsely imply that it is affiliated with Tango, (viii) collect or harvest any personally identifiable information, including account names, from the Software or any of the Services, (ix) use a false phone number or email, or impersonate another person or entity, or otherwise misrepresent your affiliation with a person or entity, conduct fraud, hide or attempt to hide your identity; or (x) use or access any of the Services by any means other than through the interface provided by Tango.

6. Your Utilization of Your Device: If your use of the Software or Services is dependent upon the use of bandwidth owned or controlled by a third party, you acknowledge and agree that your license to use the Software is subject to your obtaining consent from the relevant third party for such use and by using the Software you warrant that you have obtained such consent. In addition, you warrant that you own the Device to which you are downloading the Software, or that you have the legal right to control the use of that Device. You further agree to ensure that any other person whom you permit to use the Software or Services on your Device will do so in accordance with the Terms and Conditions. You must delete any Software from the Device if you sell the Device, or if you cease to have the legal right to control use of the Device.

7. Third-Party Sites, Products and Services; Links.

(a) The Services may include links or references to third-party web sites or applications offering products or services, including games, applications, third party shopping merchants, images, special offers, or other events or activities, that are operated and maintained by other persons and/or that are not owned by Tango (“Reference Sites“). The Terms and Conditions do not apply to Reference Sites. Please be aware of when you visit or use any Reference Sites, and we encourage you to read the terms and conditions and privacy policies of any Reference Sites that you visit or use.

(b) Tango does not assume any responsibility for Reference Sites. ACCESS AND USE OF REFERENCE SITES, INCLUDING THE INFORMATION, MATERIALS, PRODUCTS, AND SERVICES ON OR AVAILABLE THROUGH REFERENCE SITES IS SOLELY AT YOUR OWN RISK. You expressly relieve Tango from any and all liability arising from your use of any Reference Sites. Tango is not responsible for and does not control or guarantee: (i) the pricing, quality, performance, availability or terms and conditions of purchase of products or services provided by Reference Sites; (ii) any payment transactions, shipping charges, deliveries, returns or after sales activities related to the products or services purchased on Reference Sites; (iii) the availability of Reference Sites; or (iv) the completeness, truth or accuracy of any advertising or other materials on, or available from, Reference Sites, nor any listing or other content about such products or services displayed on Reference Sites. Any questions, complaints, or claims related to any product or service provided by a Reference Site should be directed to the applicable third party responsible for the Reference Site.

8. Content. Content transmitted by the use of the Software and Services is entirely the responsibility of the person from whom such Content originated. You use the Software and Services at your own risk and understand that by using the Software or any of the Services, you may be exposed to Content that is offensive, harmful to minors, indecent or otherwise objectionable. Tango does not endorse any Content and ­expressly disclaims any and all liability in connection with any and all Content transmitted or displayed using the Software and/or Services. You hereby release and discharge the Tango Parties (as defined below) from any and all claims and demands arising out of or relating to any Content.

9. Your Content. You acknowledge and agree that you are solely responsible for your conduct and any Content that you transmit or display through the Software or Services and that Tango (and Apple if you downloaded the Software from the Apple App Store) is not responsible to you or any third party in connection with any Content. Tango reserves the right (but not the obligation) to remove or edit any Content for the purpose of enforcing the Terms and Conditions, but does not regularly review Content. You further agree to pay for all royalties, fees, and any other monies owing any person by reason of any of your Content. In addition, you represent and warrant that: (a) you are the creator and owner of or have the necessary rights to transmit or display the Content; and (b) the Content you transmit or you display does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, mask work right, moral right, privacy right, right of publicity, trade dress and service mark right, goodwill, or any other intellectual property or proprietary right as may now exist or hereafter come into existence, or (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person. VIOLATORS OF THESE THIRD-PARTY RIGHTS MAY BE SUBJECT TO CRIMINAL AND CIVIL LIABILITY. TANGO RESERVES ALL RIGHTS AND REMEDIES AGAINST ANYONE WHO VIOLATES ANY OF THE PROVISIONS OF THE TERMS AND CONDITIONS.

10. Grant of Rights to Tango.

(a) If you share your Content in the Services or otherwise share your Content with or link your Content to the Services, for example, through Reference Sites or other third-party applications connected to your Tango account, you represent and warrant that you have all rights necessary to grant, and you hereby expressly grant, to Tango, its licensors and other Tango partners a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, host, store, reproduce, modify, adapt, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such Content and any name, voice and/or likeness as contained in your Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Software and Services and Tango’s (and its successors’ and affiliates’) businesses, including without limitation for promoting and redistributing part or all of the Software or Services (and derivative works thereof) in any media formats and through any media channels.

(b) You acknowledge and agree that Tango may collect, use and share information related to your use of the Services as described in the Privacy Policy, and including certain information contained in the Devices to which you have downloaded the Software for purposes of your use of the Services, such as the address books and unique phone identifiers (IMEI, Google Advertisements ID, or other) contained in such Devices.

(c) You hereby acknowledge and agree that Tango may contact you via email, SMS or otherwise for the purpose of informing you about new products, services or promotions offered by Tango (you can opt-out of such emails by clicking on the unsubscribe link or of such SMSs by replying stop). Please see our Privacy Policy for additional information on how we may contact you.

11. Third Parties. The Software may be incorporated into, and may incorporate itself, software and other technology owned and controlled by third parties. Any such third party software or technology that is incorporated in the Software falls under the scope of this Agreement.

12. Availability and New Versions of the Software. Tango may, without prior notice, stop providing the Software, features of the Software, and/or any of the Services, to you or to users generally, or create usage limits for the Software or any of the Services. Tango, in its sole discretion, reserves the right to add additional features or functions, or to modify or provide programming fixes, updates and upgrades, to the Software or Services without notice. Tango has no obligation to make available to you any additional features or functions or any modifications, updates, support, maintenance or subsequent versions of the Software or any of the Services. You may have to agree to a renewed version of some or all of the Terms and Conditions in the event you want to download, install or use any additional features or functions or any modifications, updates or new versions of the Software or Services. You acknowledge that Tango may automatically issue any additional features or functions or modifications, updates or upgraded versions of the Software or Services and, accordingly, may modify, update or upgrade the version of the Software or Services that you are using or have installed on your Device. You hereby agree that your Device may automatically request and/or receive such modifications, upgrades or updates.

13. Third Party Fees. For particular Devices, Tango may ask your permission to use your native SMS application to deliver messages or invitations to people who are not registered users of the Services and with whom you choose to communicate. Some of these services may charge additional fees.

14. Eligibility. The license to use the Software and Services is not valid in any jurisdiction where prohibited. The Software and Services are intended solely for users who are thirteen (13) years of age or older, and any registration, use or access to the Software or Services by anyone under thirteen (13) is unauthorized, unlicensed, and in violation of the Terms and Conditions; provided further that for Tango Shop the required age is the age of majority in the user’s jurisdiction or older and for the Music Pix Service the required age is eighteen (18) years of age or older. Tango may terminate your account, delete any content or information that you have posted on the Services, and/or prohibit you from using or accessing the Software or Services (or any portion, aspect or feature of the Services) for any reason or for no reason, at any time in its sole discretion, with or without notice, including without limitation if it believes that you are under the required age in the prior sentence. If you are under the age of majority in your jurisdiction you may use the Software and Services (other than Tango Shop and Music Pix) only if you either are an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into and abide by the provisions set forth in the Terms and Conditions. The Software and Services are not intended for use by any user previously removed from any of the Services by Tango.

15. No Access to Emergency Services. The Software and Services, including without limitation the Voice Premium Services described in Section 19(b) below, are not intended to support or carry emergency calls to any type of hospitals, law enforcement agencies, medical care unit or any other kind of services that connect a user to emergency services personnel or public safety answering points pursuant to applicable local and or national regulatory requirements (“Emergency Services”). There are important differences between traditional telephone services and the Software and Services. You acknowledge and agree that: (i) Tango is not required to offer access to Emergency Services under any applicable local and/or national rules, regulations or law; (ii) it is your responsibility to purchase, separately from the Software, traditional wireless (cellular) or fixed line telephone services that offer access to Emergency Services, and (iii) Tango is not a replacement for your primary telephone service.

16. Prevention of Unauthorized Use. Tango reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use of the Software or Services, including, but not limited to, technological barriers, IP mapping, and directly contacting your wireless (cellular) carrier regarding such unauthorized use.

17. Mobile Alerts and Optout. Tango may use carrier distributed mobile messaging (SMS) to verify ownership of a registered mobile phone number.

Additional Information: To receive information or technical support for a campaign, reply HELP to the last message received or to short code 82646, or call 877-236-6825. Msg&Data Rates May Apply.

Optout: To be removed from any Tango.me mobile messaging program, reply STOP to the last message received or to short code 82646. Msg&Data Rates May Apply.

Carriers supported: ACS, AT&T, Bluegrass Cellular, Dobson/ Cellular One, Cellular One (IL), Cellcom, Cellular South, Centennial Wireless, Cincinnati Bell, Cox Communications, East Kentucky Network, ECIT, GCI, Immix Wireless, MetroPCS, Midwest Wireless, Nex-Tech Wireless, Nextel, nTelos, Revol Wireless, Rural Cellular, Sprint, T-Mobile, U.S. Cellular, Thumb Cellular, United Wireless, Verizon Wireless, Virgin, and West Central Cellular.

18. Music Pix.

(a) Content transmitted in the Music Pix Service (“Music Pix Content”), primarily pictures or slide shows and musical works, may only be uploaded to so-called “user-generated-content” networks (“UGC Networks”). No other uses of Music Pix Content are permitted. Without limiting the foregoing, users cannot broadcast their video, distribute the video on a physical device (such as a CD, DVD, Bluray disk, USB drive, etc.), make it available on a cable or satellite channel or pay-per-view, exhibit in a theater, or the like. Without limitation, if you remix, re-edit and/or remash your Music Pix Content, you must delete the old version (including by removing it from all UGC Networks).

(b) Music Pix Content may only be used in a personal, non-commercial video. Without limiting the foregoing: (a) the Music Pix Content may not be used in any video that constitutes an advertisement for a business, product or service, or in any video where a scene is essentially an advertisement for a business, product, or service (b) the Music Pix Content may not be used if the user is being paid to make the video, or if people are charged to watch the video, or if the user is getting revenue (including any so-called “ad share” revenue from a UGC Network) from advertising or other sources when people watch the video. You may not use the Music Pix Content in a video for political purposes (such as, but not limited to, supporting or opposing any governmental policy, government official, political action, or candidate for political office).

(c) Music Pix Content may be accompanied by a unique license code, called a RADKey, which may be necessary for a user to use the applicable Music Pix Content. Music Pix Content with such code must be used in conjunction with such code on participating UGC Networks.

(d) You may choose which segment(s) from a musical work provided in the Music Pix Service (“Recordings”) you wish to use in Music Pix Content, but, without limitation, you may not remix any portion of the Recording, create mashups, speed up or slow down the Recording, change the pitch or musical key of the Recording, use samples (excerpts) from the Recording in other music, translate or change the lyrics (if any), substitute other vocals, extract vocals or music from the Recording, make any other changes to the Recording, or create other works based on or derived from the Recording, or create a cover (new version) of the Recording.

(e) You may not use artwork from the Recording’s album cover or its website, or use the name of the band, photos of band members, etc. You may not use the Recording in any way apart from your video, and may not use the Recording or your video apart from the applicable sound recording. Without limitation, you may not put the Recording on a website, play it at a party, play it at a business, use it on an MP3 player, or make a ringtone from it.

19. Premium Services.

(a) From time to time in its sole discretion, Tango may provide additional features and/or Services that you pay for (“Premium Services”). Tango may also offer from time to time in its sole discretion, certain Premium Services for free, whether on a limited basis, for a trial period or otherwise. Unless expressly stated otherwise, references to the Services in the Terms and Conditions include the Premium Services.

(b)

(i) From time to time in its sole discretion, Tango may provide you with a Premium Service that allows you to make phone calls to recipients outside of the Service from your Device, by having the call routed over the internet (“Voice Premium Services”).

(ii) Voice Premium Services are for personal use only and Tango may limit the amount of call time available per call or for all calls. If Tango puts in place any such limit, once an applicable limit set by Tango has been reached, the Voice Premium Services may no longer be available to you. In addition, availability of the Voice Premium Services may be limited to certain countries or other geographies as Tango may determine from time to time. Tango reserves the right to change the terms of, and any fees associated with, the Voice Premium Services at any time without prior notice to you.

(iii) Use of the Voice Premium Services is for individual use only in accordance with the Terms and Conditions. You agree to use the Voice Premium Services only in accordance with the Terms and Conditions and not to abuse the terms of any offer regarding the Voice Premium Services. By way of example and without limitation, you agree not to: (a) use for telemarketing or call center operations; (b) resell minutes; (c) call numbers (whether singly, sequentially or automatically) to generate income for yourself or others as a result of merely placing the call; or (d) make unusual calling patterns inconsistent with normal, individual use, for example, regular calls of short duration or calls to multiple numbers in a short period of time. Other practices may be relevant in determining whether use of the Voice Premium Services is in accordance with the Terms and Conditions and Tango reserves the right to take any unlawful, prohibited, abnormal or unusual activity into account in making its determination.

(iv) Tango may, as part of the technical setup of the Voice Premium Services, pair you with one or more phone numbers. These phone numbers may be shared by multiple Tango users. You expressly acknowledge and agree that this pairing of phone numbers with you shall not constitute a transfer of property or sale of numbering rights by Tango to you. As a result, you will not be entitled to claim any such rights to these phone numbers. This means, without limitation, that you may not port-out any such phone number to any third party.

(v) Voice Premium Services do not support Emergency Services, including calls to 911, and are not a replacement for your primary telephone service. See Section 15 above.

20. Payments for Premium Services. The Premium Services may be offered on a subscription basis, per usage basis or as otherwise described at the time of your purchase, and may be payable in advance, in arrears, per usage, or as otherwise described at the time of your purchase. If you purchase any Premium Services, you hereby agree to pay all charges to your account, including applicable taxes, in accordance with billing terms in effect at the time the charges are payable and whether charged by Tango or the online application store from which you downloaded the Software (the “Application Store”). You agree to abide by any relevant terms of service or other legal agreement that governs your use of a given payment processing service and/or method. If you purchase Premium Services on a subscription basis, you acknowledge and agree that this is a recurring payment and payments shall be made by the payment method and payment intervals you have selected, until the subscription for the Premium Services is terminated. You agree that if you purchase Premium Services through an Application Store, all payment related questions, issues, disagreements and/or disputes shall be handled in accordance with the terms of service or other legal agreement that governs your use of a given payment processing service and/or method, and in no event will Tango have any responsibility in connection with any of the foregoing.

21. Refunds. You may request a full refund for any Premium Service purchased from an Application Store if permitted by, and pursuant to the refund rules of, the Application Store.

22. Termination by You. You may terminate your use of the Services at any time by uninstalling and deleting the Software from all of your Devices. If you have subscribed to any Premium Services, you agree that you are solely responsible for directly terminating all payment obligations you may have with any Application Store and/or payment processing service in connection with the Premium Services.

23. Termination by Tango. Without limiting any other remedies, Tango may modify, limit, suspend, discontinue or terminate any of the Terms and Conditions and/or your use of all or any part of the Software and/or Services, with immediate effect, automatically, with or without notice and without recourse to the courts or other tribunals, for any reason or for no reason, including without limitation if Tango believes that you are (i) in breach of any of the terms of any of the Terms and Conditions, (ii) creating problems or legal liabilities (actual or potential), (iii) delinquent with respect to any charges due for a Premium Service, (iv) infringing a third party’s intellectual property rights, or (v) engaging in fraudulent, immoral or illegal activities. You agree that Tango is under no obligation to provide the Services, including without limitation any Premium Services, and that no Tango Party shall be liable to you or to any other party for any limitation, suspension, discontinuance, termination or modification of the Software and/or any of the Services.

24. Storage of Content. Storage space is inherently limited and as a result we are careful not to overload our servers. Accordingly, you acknowledge and agree that no Tango Party is under any obligation to preserve, provide access to or return to you any Content and that Tango shall have no responsibility for the modification, loss, deletion or destruction of any Content, including any stored Content. You further understand and agree that Tango may remove certain Content from its storage systems periodically in its discretion without notice to you.

25. Indemnification. YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS, TANGO, ITS LICENSORS, ITS AGENTS, ITS PARTNERS, AND ITS AND THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND SUPPLIERS (INCLUDING TANGO, COLLECTIVELY THE “TANGO PARTIES”), FROM AND AGAINST ANY AND ALL CLAIMS, OBLIGATIONS, ACTIONS, LOSSES, LIABILITY, DAMAGES AND COSTS, INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES INCURRED BY SUCH PARTIES, IN CONNECTION WITH OR ARISING OUT OF (A) YOUR VIOLATION OR BREACH OF ANY TERM OF THE TERMS AND CONDITIONS OR ANY APPLICABLE LAW, RULE OR REGULATION, WHETHER OR NOT REFERENCED HEREIN, OR (B) YOUR VIOLATION OF ANY RIGHTS OF ANY THIRD PARTY, OR (C) YOUR USE OR MISUSE OF THE SOFTWARE AND/OR ANY OF THE SERVICES, OR (D) YOUR CONTENT OR OTHER COMMUNICATION DISPLAYED OR TRANSMITTED BY MEANS OF THE SOFTWARE AND/OR ANY OF THE SERVICES, OR (E) ANY OTHER PARTY’S ACCESS AND USE OF THE SOFTWARE, SERVICES AND/OR CONTENT WITH YOUR PHONE NUMBER OR USERNAME, OR (F) ANY TAXES RELATED TO YOUR PURCHASE AND/OR USE OF ANY OF THE SERVICES (OTHER THAN TAXES BASED ON THE INCOME OF TANGO). If you downloaded the Software from the Apple App Store, you acknowledge that, in the event of any third party claim that the Software or Services or your possession and use of the Software or Services infringes any third party’s intellectual property rights, as between Tango and Apple, Tango, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. Tango reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Tango, and you agree to cooperate with Tango’s defense of these claims. You agree not to settle any matter without the prior written consent of Tango.

26. NO WARRANTIES.

The Software and Services are provided to you “AS IS” and “AS AVAILABLE” with no warranties. To the maximum extent permitted by law, the Tango Parties hereby disclaim all warranties, terms, and conditions, express or implied, either in fact or by operation of law, statutory or otherwise, including, without limitation, warranties, terms or conditions of merchantability, fitness for a particular purpose, satisfactory quality, correspondence with description, title, non-infringement, and accuracy of information generated. You further acknowledge that the Tango Parties (and if you downloaded the Software from the Apple App Store, Apple) have no obligation whatsoever to furnish any maintenance or support services with respect to the Software and/or Services.

THE TANGO PARTIES DO NOT WARRANT THAT THE SERVICES OR THE CONTENT DISPLAYED OR TRANSMITTED ON OR THROUGH ANY OF THE SERVICES, WILL BE UNINTERRUPTED, UP-TO-DATE, COMPLETE OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. THE TANGO PARTIES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF, OR THE RESULTS FROM THE USE OF, THE SOFTWARE OR SERVICES.

27. HARM TO YOUR DEVICE. YOU UNDERSTAND AND AGREE THAT YOU TRANSMIT, DISPLAY, STORE OR RECEIVE CONTENT THROUGH THE SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR DEVICE AND COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE SERVICE OR ANY CONTENT.

28. LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE TANGO PARTIES BE LIABLE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOSSES OF ANY NATURE, INCLUDING WITHOUT LIMITATION ANY DAMAGES OR LOSSES FOR LOST REVENUE OR PROFITS, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS OR DEVICE OR COMPUTER FAILURE OR MALFUNCTIONARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE AND/OR ANY OF THE SERVICES, THE TERMS AND CONDITIONS OR THE PERFORMANCE, SUSPENSION, TERMINATION OR BREACH HEREOF, EVEN IF TANGO OR ANY OTHER TANGO PARTY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY THEREOF. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE TANGO PARTIES EXCEED THE AMOUNT YOU PAID TO TANGO FOR ANY PRODUCTS OR SERVICES PURCHASED FROM TANGO ON ANY OF THE SERVICES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING ANY CLAIM. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose. As some jurisdictions do not allow some of the exclusions or limitations set forth above, some of these exclusions or limitations may not apply to you. In such event the liability of the Tango Parties will be limited to the maximum extent possible under applicable law. THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS, SOFTWARE, SERVICES OR CONTENT SOLD OR PROVIDED BY THIRD PARTIES AND RECEIVED THROUGH OR ADVERTISED ON ANY OF THE SERVICES.

29. CLAIMS. YOU AND TANGO AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO ANY OF THE SERVICES OR SOFTWARE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. If you downloaded the Software from the Apple App Store, you further acknowledge that Apple has no responsibility for addressing any claims relating to the Software or Services or your possession and/or use of the Software or Services, including, but not limited to: (i) product liability claims; (ii) any claim that the Software or Services fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

30. United States Services. Tango makes no representations that the Services are appropriate or available for use in any location outside the United States. Those who access or use the Software and/or Services from other jurisdictions are entirely responsible for compliance with all local laws.

31. BASIS OF THE BARGAIN. YOU ACKNOWLEDGE AND AGREE THAT TANGO HAS OFFERED ITS SOFTWARE AND SERVICES AND SET ITS PRICES IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND TANGO, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND TANGO. TANGO WOULD NOT BE ABLE TO PROVIDE THE SOFTWARE OR SERVICES TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

32. Feedback. You acknowledge and agree that any comments, suggestions, or feedback relating to the Software or any of the Services (“Feedback“) submitted to Tango are gratuitous, unsolicited and without restriction, and shall become the property of Tango. Tango will have exclusive ownership of all rights to the Feedback. Tango will be entitled to use the Feedback for any commercial or other purpose whatsoever, without any compensation to you or any other person. Tango will not be required to treat any Feedback as confidential. You agree that you do not acquire any right in or to the Software or any of the Services (or any changes, modifications or corrections thereto) by virtue of any Feedback. You acknowledge that you are responsible for whatever material is submitted by you, including its legality, reliability, appropriateness, originality, and copyright.

33. Export. The Software and Services may only be operated, exported or re-exported in compliance with all applicable laws and export regulations of the United States and the country in which you obtained them. The Software and Services are specifically subject to the U.S. Export Administration Regulations; diversion contrary to United States law is prohibited. You may not export, directly or indirectly, the Software, Services or technical data licensed hereunder or the direct product thereof to any country, individual or entity for which the United States Government or any agency thereof, at the time of export, requires an export license or other government approval, without first obtaining such license or approval.

34. U.S. Government Rights. All Software, the Services and technical data are commercial in nature and developed solely at private expense. The software program and documentation are deemed to be “commercial computer software” and “commercial computer software documentation”, respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212(b), as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the software program and/or documentation by the U.S. Government or any of its agencies shall be governed solely by the Terms and Conditions and shall be prohibited except to the extent expressly permitted by the Terms and Conditions. Any technical data provided that is not covered by the above provisions is deemed to be “technical data­-commercial items” pursuant to DFAR Section 227.7015(a). Any use, modification, reproduction, release, performance, display or disclosure of such technical data shall be governed by the terms of DFAR Section 227.7015(b).

35. General.

35.1 International Users. The Software and Services are hosted in the United States and by using the Software and/or any of the Services, if you are located in the European Union, Asia or any other region with laws or regulations governing personal data collection, use and disclosure that differ from United States laws, then you understand and consent to the processing of personal information in the United States.

35.2 Notices. Tango may provide you with notices, including those regarding changes to terms and conditions, by email, or postings on the Tango website. Notice will be deemed given twenty-four (24) hours after email is sent, unless Tango is notified that the email address is invalid. Notice posted on the Tango website is deemed given ten (10) days following the initial posting. Tango reserves the right to determine the form and means of providing notifications to our users.

35.3 Amendments. Tango reserves the right to amend any of the Terms and Conditions at any time by publishing the revised Terms of Use, Privacy Policy, Copyright Terms and/or Commerce Terms on the Tango website or by otherwise providing notice of such amendment pursuant to the notice provisions above. The revised Terms and Conditions shall become effective following the applicable notice period, unless you expressly accept the revised Terms and Conditions earlier by clicking on the accept button. Your express acceptance or continued use of the Software or Services after the applicable notice period shall constitute your acceptance to be bound by the revised Terms and Conditions.

35.4 Ability to Contract. You hereby affirm that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in the Terms and Conditions, and to abide by and comply with the Terms and Conditions.

35.5 Entire Agreement. The Terms and Conditions (consisting of the Terms of Use, Privacy Policy, Copyright Terms and Commerce Terms) represent the complete agreement between you and Tango and may only be amended as set forth under Amendments above or as otherwise expressly provided therein. If any provision of the Terms and Conditions is held to be unenforceable, such provision shall be modified only to the extent necessary to make it enforceable and shall not affect the enforceability or validity of the remaining provisions, which shall remain in full force and effect.

35.6. Assignment. You are not allowed to assign any of the Terms and Conditions or any rights or obligations thereunder. Any attempted transfer or assignment in violation thereof shall be null and void. Tango is allowed at its sole discretion to assign any of the Terms and Conditions and any rights thereunder to any third party, without giving of notice.

35.7 Waiver. The failure of any Tango Party to exercise or enforce any right or provision of the Terms and Conditions will not constitute a waiver of such right or provision. Any waiver of any provision of the Terms and Conditions will be effective only if in writing and signed by Tango.

35.8 Headings. The heading references herein are for convenience purposes only, do not constitute a part of the Terms and Conditions, and will not be deemed to limit or affect any of the provisions hereof.

35.9 Governing Law and Disputes. The Terms and Conditions are governed by the laws of the State of California as such laws are applied to agreements entered into and to be performed entirely within California between California residents, and by the laws of the United States. The United Nations Convention on Contracts for the International Sale of Goods (1980) is hereby excluded in its entirety from application to the Terms and Conditions. You agree that the Services shall be deemed solely based in California and each a passive Service that does not give rise to personal jurisdiction over Tango, either specific or general, in jurisdictions other than the State of California. Any dispute, claim or controversy arising out of or relating to any of the Terms and Conditions, or the breach, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of any of the Terms and Conditions to arbitrate, shall be determined by arbitration. The arbitration shall be administered by the Judicial Arbitration and Mediation Service (JAMS), and the arbitration shall be conducted with a single arbitrator. Furthermore, you agree that neither you nor Tango will join any claim with the claim of any other person or entity in arbitration; that no claim will be resolved on a class-wide basis; and that neither you nor Tango will assert any claim in a representative capacity on behalf of anyone else. Notwithstanding the foregoing, you agree that Tango shall be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. If you file an arbitration complaint against Tango, Tango agrees to pay for any portion of the initial filing fee that exceeds $250; after the initial filing fees, the parties will share the costs of arbitration equally. You agree not to commence or prosecute any action against any Tango Party other than by filing an arbitration complaint in accordance with this paragraph. IMPORTANTLY, BY AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS, YOU ARE WAIVING ANY RIGHT YOU HAVE TO SEEK RELIEF IN A COURT OF LAW AND ANY RIGHT YOU HAVE TO A TRIAL BY JURY.

35.10 Injunctive Relief. You acknowledge that the obligations made hereunder to Tango are of a unique and irreplaceable nature, the loss of which shall irreparably harm Tango and which cannot be replaced by monetary damages alone so that Tango shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief.

35.11 Third Party Beneficiaries and Agreements. If you downloaded the Software from the Apple App Store, you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of the Terms and Conditions, and that, upon your acceptance of the Terms and Conditions, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms and Conditions against you as a third party beneficiary hereof. You agree to comply with, and your license to use the Software and Services is conditioned upon your compliance with, all applicable third-party terms of agreement, including those of any Application Store, as may be applicable, when using the Software and/or Services.

35.12 No Partnership, Agency, Joint Venture. The Terms and Conditions do not create or imply any partnership, agency or joint venture.

35.13 Terms of Use. You can find the latest version of this Terms of Use at http://www.tango.me/terms-of-use.

35.14 Privacy Policy. You can find the latest version of Tango’s Privacy Policy at http://www.tango.me/privacy-policy.

35.15 Tango Shop. You can find the latest version of the Tango Shop Commerce Terms at http://www.tango.me/terms-of-use#commerce-terms.

35.16 Copyright. You can find the latest version of Tango’s procedures for making claims of copyright infringement at http://www.tango.me/copyright.

35.17 Severability. If any of the provisions of the Terms and Conditions shall be deemed invalid, void, or for any reason unenforceable, that provision shall be deemed severable and shall not affect the validity or enforceability of any remaining provisions.

Date Last Modified: May 7, 2015



Tango Shop Commerce Terms

Welcome to Tango Shop! We are a mobile shopping destination with millions of products from top merchants. You can shop from these merchants directly in Tango, share products with your friends, and browse daily deals and interesting finds curated by our editorial team. Before using Tango Shop, we want to make sure that you understand that we are only providing the platform and all products, product purchases and other product related activities are with the applicable merchants and not with Tango.

Please read carefully the following provisions of these Tango Shop Commerce Terms (the “Commerce Terms”). This is a legal agreement between you and TangoMe, Inc. dba Tango (“Tango”) that governs your use of the Tango Shop features and the services enabled thereby, including the purchase of goods and services (“Products”) from third-party merchants (“Merchants”) (collectively, “Tango Shop”). By accessing or using Tango Shop, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS (INCLUDING ANY ADDITIONAL GUIDELINES AND FUTURE MODIFICATIONS). IF AT ANY TIME YOU DO NOT AGREE TO THESE COMMERCE TERMS, YOU MAY NOT USE TANGO SHOP AND MUST IMMEDIATELY TERMINATE YOUR USE OF TANGO SHOP.

If you are under the age of majority in your jurisdiction, you may use Tango Shop only with the approval of your parent or guardian. Make sure you review these Commerce Terms with your parent or guardian so that you both understand all of your rights and responsibilities.

Protecting the privacy of your financial information is important to us. Please review our privacy policy at http://www.tango.me/privacy-policy (“Privacy Policy”) to learn more about what information we do and do not share and with whom we may share your information.

In addition to these Commerce Terms, the Tango Terms of Use located at http://www.tango.me/terms-of-use (“Terms of Use”), the Privacy Policy and the Tango Copyright Terms located at http://www.tango.me/copyright (“Copyright Terms”) apply to your use of Tango Shop. To the extent a conflict exists between the Commerce Terms and the Terms of Use, the Terms of Use shall prevail (to the extent of the conflict).

A. YOUR RELATIONSHIP WITH MERCHANTS

  1. Tango Shop as a Platform. We provide Tango Shop for facilitating your shopping experience and any purchase transactions you may choose to enter into with Merchants on Tango Shop, as expressly set forth in these Commerce Terms and the Terms of Use. We are not responsible or liable for matters relating to Products, or Product Matters (see Paragraph A.3 below).
  2. Third-Party Merchants. When you shop for Products using Tango Shop, you are purchasing directly from the Merchants, not from Tango, and the Merchant is the merchant of record with respect to its Products.
  3. Product Matters. Any matters regarding Products, including but not limited to Product features, Product warranties, Product availability, order fulfillment matters, Product prices, taxes, transfer of title, communications between you and a Merchant, and information about shipping, handling, cancellations, returns and other issues are solely between you and the Merchant and subject to the Merchant’s terms of use. All details regarding Products, including but not limited to Product descriptions, Product listings and Product images are provided by the Merchant and Tango does not warrant or represent that Product listings are accurate, complete, error-free, or reliable. For clarity, Tango does not make any representations or warranties with respect to any Product related matters, including those described in this paragraph, which are collectively referred to in these Commerce Terms as “Product Matters.”
  4. Disputes. You agree that the applicable Merchant, not Tango, is responsible for all Product Matters, including resolving any unauthorized transaction claims or any other transaction disputes (such as refunds or returns), and you will need to contact such Merchant directly to resolve any transaction claims or concerns.
  5. Merchant Terms and Conditions. You should review and familiarize yourself with all terms of use provided by the Merchant prior to purchasing a Product. See Paragraph C.2 below.

B. MAKING PAYMENTS AND PAYMENT METHODS

  1. Funding Instrument(s). You must make all purchases with a valid credit or debit card. By making a purchase using Tango Shop, you confirm that you are authorized to use the credit or debit card you provide for payment.
  2. Eligibility. You must include true and accurate contact information in your account and profile settings to allow Merchants and Tango to contact you about your purchases and other information about your transactions. You will not impersonate any person or entity, or otherwise mislead as to the buyer’s identity. You represent and warrant that you are above the age of majority in your jurisdiction and able to form legally binding contracts under applicable law. If you are under the age of majority in your jurisdiction, you may use the Commerce Features only with the approval of your parent or guardian.
  3. Inquiries. By using Tango Shop, you acknowledge and agree that Merchants and third party vendors may make inquiries that they consider necessary or appropriate, either directly or through third parties, concerning your identity and creditworthiness.
  4. Transaction and Payment; Foreign Laws. You are responsible for the total price for your purchase, including any taxes, fees and shipping and handling costs. Some countries outside of the United States may restrict or prohibit your ability to make payments through the Tango Shop. Nothing in these Commerce Terms should be read to override or circumvent any such foreign laws.
  5. Payment Information. You understand and agree that when you enter your payment information, including your credit or debit card number, card expiration date, CVV code, billing address and shipping address, such information along with your purchase and transaction information is transmitted securely (over SSL) directly to third party vendors and Merchants who will collect such information in order to process and fulfill your purchase. Tango does not process or store your payment information.
  6. Sharing Information for Order Fulfillment. You acknowledge and agree that we may transmit information such as your name, email address, billing and shipping address, contact information, your order details, and your payment and credit or debit card information to third party vendors and Merchants as described in our Privacy Policy. Please see our Privacy Policy for additional information regarding with whom we may share information.
  7. Card Issuer Fees. You are responsible for any fees assessed by your credit or debit card issuer.
  8. Receipts. We rely on the Merchant to send you a receipt and confirmation of your purchase; however, we may send you a notice by email to confirm that your order has been placed with the Merchant.
  9. Duty to Notify Us. If you believe that an unauthorized or otherwise fraudulent transaction has taken place under your Tango account, you agree to notify us immediately.

C. CUSTOMER SERVICE BY MERCHANTS

YOU ACKNOWLEDGE THAT THE PRODUCTS YOU MAY PURCHASE ARE SOLD BY THE MERCHANT, NOT BY TANGO AND THAT THE MERCHANT IS THE MERCHANT OF RECORD. WE MAKE NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS SOLD ON OR THROUGH TANGO SHOP.

  1. Merchant’s Responsibilities. The Merchant, and not Tango, handles all Product Matters, and is responsible for:
    • Product description.
    • Payment processing.
    • Product availability, order fulfillment, shipping and handling.
    • Order cancellations.
    • Returns (please see below under Your Responsibilities).
    • Product warranties.
    • Damaged or defective items.
    • Customer service inquiries.
    • Any unauthorized transaction claims.
    • All other transaction and/or Product related disputes.
  2. Your Responsibilities. You are responsible for:
    • Reading and understanding the Merchant’s terms and conditions, including return policies, before making a purchase.
    • Returns – if you wish to return a Product, please refer to the Merchant’s terms and conditions and the return information provided by the Merchant with your Product delivery. If such information is missing or otherwise unavailable, please contact the Merchant directly.
    • Directing all customer service inquiries, complaints, problems and other Product related issues, including disputes, to the Merchant who sold the Product to you.
  3. Tango does not handle disputes on your behalf or on behalf of any of the Merchants. If you have questions or problems with your order, you must work directly with the Merchant who sold you the Product(s).

D. ACTIONS WE MAY TAKE

  1. Right to Communicate Electronically. When you use Tango Shop to shop for things from Merchants active on Tango Shop, you agree that we may communicate with you electronically with respect to any important information regarding your purchases or other activities on your account.
  2. Right to Modify, Suspend or Discontinue Usage. We may modify, suspend, discontinue, or impose limits on your ability to use Tango Shop or any parts or feature(s) thereof, at any time without notice. For example, in order to prevent fraud or financial loss to you, us or Merchants, we may limit your ability to make a purchase or suspend or deactivate your Tango account. Any such action will not relieve you of your obligations to pay for Products you have purchased.
Date Effective: May 7, 2015