SUBSCRIPTION AGREEMENT AND FREE TRIAL TERMS & CONDITIONS

These Vugo Inc. Advertising Program Terms are entered into by and between Vugo Inc. and the individual or entity (“You” or “Customer”) accepting these Terms electronically. These Terms, along with any policies and procedures referenced in these Terms govern your participation in Vugo’s advertising program. You agree to comply with the terms of the Vugo policies, including the Trademark Policy, the Copyright Policy, the Privacy Policy, the Ad Policies, and any other policy Vugo references or provides you.

 

Vugo Advertising Program. You Participate in Vugo’s Advertising Program by creating an account andpaying for any subscription fees or account balance via credit card. You are solely responsible for designingand managingyour advertising campaignwhere applicable. You authorize Vugo and its affiliates to place your advertising material on any content or property. You are solely responsible for all aspects of your campaign, including all creative and ad targeting decisions. Vugo provides a platform and criteria that provides you the tools to create your campaign and target a particular audience. After you complete the design of a campaign, you will submit it for approval to Vugo.For some subscription plans, Vugo may assemble your creative provided for you for placement on Vugo.Vugo may reject or remove a specific advertisement at any time for any or no reason. Vugo offers advertising guidelines and policies that may help you expedite the approval process. Once approved, your advertisement will run based upon yoursubscription package. It will take at least 2 fullbusiness days after approval before youradvertisement will begin to run.

 

Once your campaign is approved, you may modify or cancel the campaign at any time. New subscriptions are provided a two-week (14-calendar days) free trial that may be canceledwithout penalty.

 

After 14-days, your account will be charged a pro-rated fee for the remainder of the month, with regular billing beginning the 1stof the following month.Modifications made after that deadline, including ones made while your campaign is running, will take 24 business hours to take effect. You are responsible for all payment obligations incurred while your campaign is running. Modifications or cancellations may be made through the Vugo interface or by e-mail toSupport@GoVugo.com.

 

Policies. You are solely responsible for your use of the Program, including access to and use of the accounts. You must safeguard your username and password. Vugo will comply with the Privacy Policy. You authorize Vugo to modify advertisements as described in the Policies. You will not, and will not authorize any third party to use any automated means or form of scraping or data extraction to access or collect any Vugo advertising related information except as expressly permitted by Vugo. You will not create or submit advertisements containing malware, spyware, or any other malicious code. You will not breach or circumvent any security measure.

 

Payment/charges/refunds. All charges you incur will be paid directly from thecredit card you place on your account. Separate billing options may be available for Enterprise level customers. Your advertisement will cease whenyou cancel your account or Vugo is unable to charge your credit card on your account,unless Vugo agrees to alternative arrangements in writing. Vugo is under no obligation to deliver advertisements incurring charges in excess of the money in your account or the credit limit it provides you. Vugo is under no obligation to extend you any credit. Vugo may extend, limit, revise, or revoke any credit at any time. Charges are exclusive of taxes. You agree to pay all chargesaccrued against your account, usually subscription fees, on the date they are due. Charges that remain unpaid for more than 30 days incur interest at the rate of 1.5% per month or the highest permitted by law, whichever is less. You agree to pay all costs, expenses, and reasonable attorneys’ fees Vugo incurs in collecting late payments. Charges are determined bythe subscription level you signed up for, or in the case of Enterprise users, the per-view fee for each campaign. Failure to dispute a charge in good faith within 30 days waives your right to dispute the charge. You are not entitled to any offset.

 

Vugo will not issue refunds for any reason. If, for any reason, Vugo is unable to deliver the impressions you purchaseas part of your package,Vugo will not charge you for your next billing cycle until you have accrued the packages impressions. The issuance of a credit is at Vugo’s reasonable discretion.

 

Customer’s Warranties. You warrant that you hold all rights and power to bind yourself to these Terms. You warrant that you are authorized to act on behalf of and bind any third parties for whom you advertise to these Terms, and by agreeing to these Terms, you bind yourself and any such third parties. You warrant that you have all rights in the content of the campaigns and advertisements you create, including all intellectual property rights necessary to create and display the advertisements. By agreeing to these Terms, you grant Vugo and its affiliates a limited, non-exclusive license to all such rights in the content of your advertisements sufficient to permit Vugo to distribute, display, and make derivative works of the advertisements you create.

 

Disclaimers of Warranties. Vugo makes no guarantees or warranties, express or implied. You expressly disclaim all implied warranties, including, but not limited to merchantability, fitness for any purpose, or satisfactory quality. You are responsible for the campaign and advertisements you design, and you accept all associated risk. Vugo’s products and services are provided as-is.

 

Confidentiality. Vugo may designate certain information it provides you as confidential. You agree to keep any such designated information in the strictest confidence. You may not disclose any information Vugo designates confidential to any third party without prior written consent. This information may include Beta features, advertising experiments, promotional incentives, and any other information Vugo designate as confidential. Your obligation to keep this information confidential survives termination of this contract.

 

Liability and Damages Limitations; Choice of Law and Forum. Except as expressly provided in these Terms, neither party may be held liable under these Terms, Vugo’s Policies, or for any claims arising out of or relating to the performance of these terms for any damages other than direct damages. This restriction applies whether either party knows or should know such damages are otherwise allowable and even if direct damages are an insufficient remedy. This restriction prevents either party from making a claim for indirect or consequential damages, lost profits, or lost sales. Under no circumstances will Vugo be liable to you in an amount in excess of the amount you paid Vugo in the thirty days before the events giving rise to the claim occurred. Except as otherwise expressly provided in these Terms, you may not make a claim more than one year after the events giving rise to the claim occurred.

 

You expressly waive your right to bring or participate in a class-action lawsuit against Vugo. This does not limit your ability to bring suit on an individual basis, subject to the terms of this agreement.

 

All claims arising out of or relating to these Terms or Vugo’s services will be governed by Minnesota law without regard for any rules governing conflict of laws, and will be litigated exclusively in the federal or state courts within Hennepin County, Minnesota. The parties expressly consent to personal jurisdiction in those courts.

 

IndemnificationYou agree to defend, indemnify, and hold harmless Vugo, its affiliates, agents, partners, officers, directors, and employees from any third party claim, loss, or liability, including costs, expenses, and attorneys’ fees arising out of or related to your use of Vugo’s products and services, including any claim for trademark or copyright infringement. You shall also be liable for any costs, expenses, and attorneys’ fees Vugo reasonably incurs in successful enforcement of paragraphs 3, 4, 6 or 8 of these Terms.

 

ModificationThese Terms and the policies referenced by these Terms constitute the entire agreement between the parties and supersedes all prior agreements, whether written or oral, between the parties with respect to the subject matter of this agreement. Vugo may modify these Terms or the policies at any time without liability. Changes Vugo makes will become effective 14 days after posting unless the notice provides otherwise. No changes will be retroactive. Vugo will make reasonable efforts to provide you notice of any changes by e-mail. It is your responsibility to monitor your e-mail and keep your contact information up-to-date with Vugo. You have the right to cancel this agreement at any time, subject to the cancellation and refund provisions in these Terms. Your continued use of Vugo’s services constitutes acceptance of these Terms and any modifications as described in this paragraph.

 

MiscellaneousIn the event any one or more of the provisions of these Terms are invalid, illegal, or unenforceable in any respect, the validity of the remaining provisions shall remain in full force and effect. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall be deemed as a waiver of such right, power, or remedy, or as a waiver of any other term, condition, or remedy.

 

Terms Updated 01/26/2016