Vugo Driver-Partner Terms & Conditions

Updated: June 1st, 2020

This Services Agreement (“Agreement”) is entered into between Vugo, Inc. with a place of business at 1161 Wayzata Blvd E. Suite #172 Wayzata, MN 55391(“Vugo”), and the Drive (“Driver”). This Agreement includes and incorporates these Terms and Conditions and contains, among other things, warranty disclaimers, liability limitations and use limitations. There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof.

1. SOFTWARE SERVICES AND SUPPORT

1.1 Subject to the terms of this Agreement, Vugo will use commercially reasonable efforts to provide Driver the Services. As part of the registration process, Driver will identify an administrative user name and password for Driver’s Vugo account. Vugo reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

1.2 Vugo will provide Driver with reasonable technical support services during the Terms of this Agreement. Drivers are encouraged to report issues via e-mail to support@govugo.com.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Driver will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Vugo or authorized within the Services); use the Services in any manner not expressly permitted by Vugo.

2.2 Further, Driver may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

2.3 Driver represents, covenants, and warrants that Driver will use the Services only in compliance with Vugo’s standard published policies then in effect and all applicable laws and regulations. Driver hereby agrees to indemnify and hold harmless Vugo against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Driver’s use of Services.

2.4 Although Vugo has no obligation to monitor Driver’s use of the Services, Vugo may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.5 Driver shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, mobile tablet, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Driver shall also be responsible for maintaining the security of the Equipment, Driver account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Driver account or the Equipment with or without Driver’s knowledge or consent. Driver is responsible for ensuring the Equipment is maintained in proper working conditions. Driver agrees to pay Vugo for all loss, damage or not returning Vugo owned equipment within 30 days of termination.

2.6 Driver shall only use the mobile tablet exclusively for the Vugo Application with for-hire passengers.

3. CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1 The Driver understands that the Vugo has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Vugo includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Driver includes non-public data provided by Driver to Vugo to enable the provision of the Services (“Driver Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

 3.2 Vugo shall own all right, title and interest in and to the Driver Data, as well as any data that is based on or derived from the Driver Data and provided to Driver as part of the Services. Vugo shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

4. PAYMENT OF FEES

4.1 Driver will be paid an agreed upon amount per month for each month that Driver completes at least 200 trips. If Driver does not complete the minimum number of trips as measured by Vugo, Driver shall not be entitled to any fees. Vugo will pay driver via paypal.

4.2 Driver will pay Vugo $9 per month for access to its Software Services for Drivers using our Tablet software. Driver agrees that Vugo may charge Driver’s credit card at the beginning of each month for this fee.

4.3 If driver didn’t purchase their own equipment from Vugo. Driver agrees that Vugo will initially authorize up to a deposit for equipment being borrowed, Vugo may charge up to $2000 on the credit card if the Equipment is lost, damaged, stolen or not returned within 30 days after the date of termination. Vugo may terminate this Agreement immediately and withhold all fees owed to Driver if Driver does not maintain accurate and up-to-date credit card information in addition to further collection actions for all fees owed and the cost of equipment.

5. TERM AND TERMINATION

5.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

5.2 Vugo may terminate this Agreement without cause by providing 30 days written notice to Driver.

5.3 In addition to any other remedies it may have, either party may also terminate this Agreement immediately (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Driver will pay in full for the Services up to and including the last day on which the Services are provided and will return all Equipment in working order. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

6. WARRANTY AND DISCLAIMER

Vugo shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Vugo or by third-party providers, or because of other causes beyond Vugo’s reasonable control, but Vugo shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, VUGO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND VUGO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

7. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, VUGO AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND VUGO’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY DRIVER TO VUGO FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT VUGO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Driver except with Vugo’s prior written consent. Vugo may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Driver does not have any authority of any kind to bind Vugo in any respect whatsoever. Al notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Minnesota without regard to its conflict of laws provisions. Any such action must be brought in the state or federal courts in Minnesota, and all parties hereto expressly consent to personal jurisdiction in Minnesota.

 

VUGO ADVERTISER TERMS & CONDITIONS

Last Updated June 1st, 2020

Terms & Conditions

These Vugo Inc. Advertising Program Terms are entered into by and between Vugo Inc. and the Advertiser or entity (“You” or “Customer”) accepting these Terms. 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 paying for any subscription fees or account balance via credit card, ACH deposit, or wire. You authorize Vugo and its affiliates to place your advertising material on any content or property operated by the Vugo network or its affiliates. You are responsible for all aspects of your campaign, including all creative and ad targeting decisions. After you complete the design of a campaign, you will submit it for approval to Vugo. In some instances, Vugo may assemble your creative provided by 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 your preferences. You are responsible for all payment obligations incurred while your campaign is running. Modifications or cancellations may be made through email or another interface made available to you.

Policies. You are responsible for your use of the Vugo platform. 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 the credit card you place on your account, ACH deposit, or wire. If you pay by credit card, a 3% processing fee will be added to your total. Payment is due prior to your advertisement going live, unless an alternative arrangement is made. Your advertisement will cease when you cancel your account or Vugo is unable to collect payment. 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 charges accrued against your account 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 rate permitted by law, whichever is greater. You agree to pay all costs, expenses, and reasonable attorneys’ fees Vugo incurs in collecting late payments. 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 for campaigns that have started and were fulfilled. If, for any reason, Vugo is unable to fulfill its obligations, Vugo may issue you a credit or refund for only that portion it was unable to fulfill.

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, including pricing information. 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 specific 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.

Indemnification. You 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.

Modification. These 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 email. 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.

Miscellaneous. In 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.