Terms and Conditions

1. Introduction

These Terms and Conditions (“Terms”) govern your use of the Pango application (“App”), a return management software designed for the fashion industry. By clicking/checking the “I Agree to Pango’s Terms of Service” button or by otherwise accessing the Pango Service (as defined below), you agree to be bound by these Terms. “You” (and its derivatives) refers to you individually or the entity that you represent. “Pango”, “We”, “Our” or “Us” refers to Pango, Inc., a company registered in Sweden. Capitalized terms used in these Terms are defined throughout these Terms.

You must be at least eighteen (18) years old to access and use the Service. If you are entering into these Terms on behalf of an entity, you represent that you have the authority to bind that entity. If you do not agree to these Terms or do not accept the Privacy Policy (as defined below), you may not access or use the Service. If you violate these Terms, Pango may, at its sole discretion, suspend, discontinue, or change your access to or use of the Service, in whole or in part. By continuing to use the Service, you agree to any future amendments and additions to these Terms and/or Privacy Policy, as may be published from time to time on the Site (as defined below) and which become effective upon such publishing. Please review these pages periodically to ensure you are up-to-date with any changes. If we make material changes, we may post a clear notice on the Site.

2. Definitions

  • “Pango” refers to the return management software application.
  • “User” refers to any individual or entity using the App.
  • “Brand” refers to fashion brands that use the App to manage returns.
  • “Peer-to-Peer Returns” refers to the process of users returning items directly to other users, facilitated by the App.
  • “Service” refers to the Pango service, as further described at pango.se (the “Site”), which provides a return management platform that enables you as a merchant to enhance your end-customers’ (“End-Customers”) experience with returns while potentially assisting you to reduce logistic costs through peer-to-peer returns.
  • “Merchant Users” means employees and independent contractors that you have authorized to access and use the Service via your employee Account interface, who are not End-Customers.
  • “Unit(s)” means any measuring unit, in addition to Merchant-Users and End-Customers, described in the applicable Order Form upon which the fees set forth in the Order Form are calculated.
  • “Order Form” means Pango’s then-current order form that you enter into with Pango prior to registering for the Service.

3. Eligibility

To use Pango, you must be at least 18 years old and have the legal capacity to enter into these Terms. By using the App, you represent and warrant that you meet these eligibility requirements.

4. Account Registration

To access certain features of the App, you may be required to create an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. You are responsible for safeguarding your account credentials and for all activities that occur under your account.

5. Use of the App

5.1 Permitted Use

You may use the App for lawful purposes only. You agree not to use the App in any way that:

  • Violates any applicable local, state, national, or international law or regulation.
  • Infringes on the rights of any third party, including intellectual property rights.
  • Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable.

5.2 Prohibited Use

You agree not to:

  • Use the App for any unauthorized or illegal purpose.
  • Interfere with or disrupt the operation of the App.
  • Attempt to gain unauthorized access to any part of the App or its related systems or networks.
  • Circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service.
  • Allow any third party to use the Service.
  • Use the Service to process data on behalf of any third party.
  • Give, sell, rent, lease, timeshare, outsource, sublicense, disclose, publish, assign, market, resell, transfer or distribute any portion of the Service to any third party, including, but not limited to your affiliates, or use the Service in any service bureau arrangement.
  • Copy, modify, adapt, translate, reverse engineer, decompile or disassemble the Service or any components thereof, including, without limitation, any Java applets associated with the Site, in any way or publicly display, perform, or distribute them (“Pango Content”) except to the extent such acts are required to be permitted by applicable law.
  • Make any use of the Pango Content on any other website, application or networked computer environment for any purpose, or replicate or copy the Pango Content without Pango prior written consent.
  • Create a browser or border environment around Pango Content (no frames or inline linking).
  • Disclose or publish the results of any benchmark tests run on the Service.
  • Use any robot, spider, scraper, or other automated means to access or in connection with the Service for any purpose.
  • Take any action that imposes or may impose (at Pango’s sole discretion) an unreasonable or disproportionately large load on the Pango infrastructure.
  • Interfere or attempt to interfere with the integrity or proper working of the Service, or any related activities or violate any other Service visitors or users right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the Service without their express written consent.
  • Modify, translate, patch, alter, change or create any derivative works of the Service, or any part thereof.
  • Disclose your Account user names or passwords to any third party.
  • Remove, deface, obscure, or alter Pango’s or any third party’s copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service, or use or display logos with the Service differing from Pango’s own without Pango’s prior written approval.
  • Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others or use the Service, post or communicate any information for any illegal, immoral or unauthorized purpose.
  • Create a database by systematically downloading and storing all or any of the Pango Content from the Service.
  • Transmit or otherwise make available in connection with the Service any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component.
  • Use the Service in any unlawful manner or in breach of these Terms or in violations of any third party rights.

6. Returns Management

6.1 Brand Returns

Brands can use the App to manage returns from their customers. The App provides tools for tracking, processing, and managing returns efficiently.

6.2 Peer-to-Peer Returns

The App facilitates peer-to-peer returns, allowing users to return items directly to other users. This feature aims to reduce logistic costs and improve sustainability.

7. Fees and Payment

7.1 Subscription Fees

In consideration for Pango providing the Service, you will pay to Pango the fees set forth in the Order Form and/or the SOW (if applicable), in accordance with the terms set forth in these Terms, the Order Form and/or the SOW (if applicable). All fees shall be paid in US Dollars, and are exclusive of all taxes, levies, duties, tariffs, and other governmental charges (including without limitation, VAT) (collectively, “Taxes”). You will be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Pango’s net income. Overdue payments shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law.

7.2 Payment Terms

Unless stated otherwise in an Order Form or SOW, Pango will invoice you monthly in advance for all subscription fees, as well as for the onboarding and implementation fees and applicable Taxes. Payment shall be made through a credit card, PayPal, or any other method made available by Pango or the Platform Provider and accordingly may be collected by either Pango or the applicable Platform Provider. We will charge (through our third-party processors) the credit card account that you authorize, and will continue to charge that card (or any replacement card) during the Term on a recurring monthly basis. If payment is not received from your card issuer, you agree to promptly pay all amounts due upon demand. Any other payment agreed to by the parties hereunder shall be due and payable fifteen (15) days following the invoice date. In the event of any default in payment, you will reimburse Pango for the reasonable costs of collection, including fees and expenses of attorneys.

7.3 Upgrades and Additional Fees

You may upgrade your subscription plan level or increase the number of Merchant-Users, End-Customers and/or Units at any time provided that (i) any such change will not derogate from your payment obligations hereunder that are in effect prior to the change; (ii) you provide us with prior written notice as required by us; and (iii) you first pay any additional applicable fees at Pango’s then-current rates. If during the Subscription Period, your usage of the Service exceeds its subscription plan level as set forth in the Order Form, you shall pay the applicable fees at the then-current list price for the extra Merchant-Users, End-Customers and/or Units that you have used promptly upon receipt of invoice in accordance with the terms of this Section 7.

8. Intellectual Property

All content, features, and functionality of the App, including but not limited to text, graphics, logos, and software, are the exclusive property of Pango and are protected by intellectual property laws. You may not use, reproduce, or distribute any content from the App without our prior written permission. The Service, Site, Pango’s products and services, the design, logos, graphics, images, as well as the selection, assembly, and arrangement thereof, Pango’s Content, the services and deliverables under any SOW, Pango’s proprietary software, algorithms, graphics, text, photographs, designs (including the “look and feel” of the Service and any part thereof), specifications, methods, processes, data, technical information, technology, interactive features, source code and objects, files, interfaces, interface graphics and all reproductions, corrections, modifications, enhancements, derivative works and improvements thereto, and all data related to your usage thereof (collectively, “Intellectual Property”), are and will remain the exclusive property of Pango and/or its licensors. All intellectual property rights pertaining to such Intellectual Property, including inventions, patents and patent applications and disclosures, trademarks, trade names, logos, copyrightable materials, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world, whether or not registered or registerable, under local law, foreign laws and international conventions, (“Intellectual Property Rights”), shall vest in Pango and/or its licensors.

9. Privacy

Your use of the App is also governed by our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy to understand our practices regarding your personal information.

10. Limitation of Liability

To the fullest extent permitted by law, Pango shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from:

  • Your use or inability to use the App.
  • Any unauthorized access to or use of our servers and/or any personal information stored therein.
  • Any interruption or cessation of transmission to or from the App.

11. Indemnification

You agree to defend, indemnify, and hold harmless Pango and our affiliates, Platform Providers, and our respective officers, directors, agents, consultants, and employees from any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from your, your Merchant-Users and your End-Customers’ (i) access or use of the Service; (ii) breach of these Terms and/or any other applicable terms and conditions including any Platform Providers’ terms and conditions; and/or (iii) breach of any laws and regulations.

12. Termination

12.1 Term

The Service is provided on a recurring monthly basis unless specified otherwise in the Order Form and/or SOW (“Subscription Period” or “Term”). These Terms shall become effective on the execution date of the Order Form and shall continue until termination of the Subscription Period as provided in these Terms. The Subscription Period shall automatically renew for successive Subscription Periods unless either party provides the other with at least thirty (30) days written notice prior to the end of the then-current Subscription Period of its intent not to renew.

12.2 Termination for Cause

Either party may terminate these Terms upon written notice in the event that the other party materially breaches these Terms and, to the extent that the breach can be cured, fails to cure that breach within thirty (30) days of said notice.

12.3 Discontinuation of Service

We may, at our sole discretion, suspend or discontinue the Service, in whole or in part, or otherwise choose not to renew your Subscription Period, upon written notice of at least thirty (30) days, whereupon the Service shall not be automatically renewed. It is being clarified that you shall have no termination for convenience rights and that in no event, unless expressly provided otherwise herein, shall you be entitled to any refund of any pre-paid fees.

12.4 Effects of Termination

Upon expiration or termination of these Terms and/or an applicable Order Form, (i) you and your Merchant-Users (and also End-Customers’) rights to access and use the Service will immediately terminate; (ii) you and your Merchant-Users (and also End-Customers’) will immediately cease all use of the Service; and (iii) you will return and make no further use of any of our Confidential Information, materials, or other items (and all copies thereof). Deletion of any personal information as may be required under applicable law shall be carried out in accordance with the Privacy Policy. We reserve the right to permanently delete from our (or our third-party service provider’s) servers any Data that may be contained in your Account at any time following the expiration or termination of these Terms. We explicitly disclaim any liability for any deactivation of the Service or Data that is deleted in connection thereto. For the avoidance of doubt, expiration or termination of this Terms and/or an applicable Order Form for any reason shall not relieve you from your obligation to pay Pango any outstanding payments due under these Terms and/or Order Form and Pango has the right to issue an invoice to you for any such outstanding payments; provided however that if you terminate these Terms and/or an applicable Order Form for cause pursuant to Section 12.2 herein due to Pango’s intentional or willful breach of these Terms, then you will be liable only for a prorated amount of the subscription fee described in the applicable Order Form directly attributable to your access to the Services prior to the effective date of termination.

12.5 Survival

This Section 12, and Sections 8, 9, 10, 11, 13, 14, and 15 shall survive expiration or termination of these Terms.

13. Governing Law

These Terms and the Order Form (and SOW, if any), represent the complete Terms concerning the Service between you and Pango and supersede all prior agreements and representations related to the subject matter hereof. These Terms and each Order Form (and any SOW, if any) shall be governed by the laws of Sweden, without reference to its conflict of laws rules. The exclusive jurisdiction and venue for all disputes hereunder shall be the competent courts located in Stockholm, Sweden, and each party hereby irrevocably consents to the jurisdiction of such courts. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded from these Terms. Notwithstanding the foregoing, Pango reserves the right to seek injunctive relief against you, Merchant-Users and/or End-Customers to enforce these Terms in any venue and court of competent jurisdiction. Section headings are provided for convenience only and have no substantive effect on construction. Except for your obligation to pay Pango, neither party shall be liable for any failure to perform due to causes beyond its reasonable control. Notices shall be deemed effective one (1) day after being sent to either the designated fax, email, or postal address set forth in the Order Form, Account, or as displayed on the Site. Nothing herein shall be construed to create any employment relationship, partnership, joint venture, or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party. If any provision is held to be unenforceable, these Terms shall be construed without such provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future.

14. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of any changes by posting the new Terms on the App. Your continued use of the App after such changes constitutes your acceptance of the new Terms.

15. Contact Us

If you have any questions about these Terms, please contact us at [email protected].

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