Vugo
Fleet Partner Agreement
Vugo, Inc. · 1161 Wayzata Blvd E, Suite 172, Wayzata, MN 55391 · support@govugo.com
1. Parties and acceptance
This Fleet Partner Agreement (“Agreement“) is between Vugo, Inc. (“Vugo“) and the fleet operator accepting it (“you,” “Fleet“).
You accept this Agreement when you create a Vugo fleet account or execute a Fleet Order Form referencing it. Vugo records the date of your acceptance and the version you accepted. The person accepting warrants they are authorized to bind the Fleet, and your acceptance is your attestation to Section 3.
Order of precedence. Where you and Vugo have executed a Fleet Order Form, its negotiated commercial terms — rates, revenue splits, payout arrangements, term and termination, and any other matter it addresses — control over this Agreement to the extent of any conflict, for as long as it remains in force. This Agreement applies to everything the Order Form does not address, and applies in full to any fleet without one.
This Agreement replaces any earlier fleet agreement. If you previously held a separate written agreement with Vugo covering your participation, it is superseded, and your participation is governed by this Agreement together with any Fleet Order Form executed on or after the date above.
2. What you are enrolling
You may enroll:
- Vehicles you own, lease or manage, for in-vehicle screens or exterior wraps; and
- Drivers who operate those vehicles, where they are to be paid through Vugo.
You provide vehicle information including make, model, year, licence plate and state, and vehicle identification number where required. You warrant that the information is accurate and that you have authority over each vehicle you enroll.
Two configurations. A screen may be vehicle-bound — assigned to a vehicle and serving whoever drives it — or driver-bound, paired to a specific driver’s account. The revenue split and the consent obligations differ, and both are set out below.
3. Authority, consent, and the rights chain
This section is the condition on which Vugo accepts your data and pays you.
You represent and warrant that:
- you have the authority to enroll each vehicle and to permit Vugo to place advertising in or on it;
- you have the authority to permit the collection of location and trip data from equipment in those vehicles, including while your drivers are operating them;
- you have given each driver who operates an enrolled vehicle notice of, and where required obtained their consent to, the collection of location and trip data from that vehicle and its use as described in this Agreement and the Vugo Privacy Policy — including where the vehicle carries a vehicle-bound screen and the driver does not use the Vugo driver app;
- that notice and consent extends to Vugo’s use of the resulting data to validate and bill impressions, to produce campaign reporting for advertisers, and to create de-identified and aggregated derived data as described in Section 8; and
- nothing in your arrangements with your drivers, your vehicle owners, your lessors or your insurers prohibits any of the foregoing.
You will make the Vugo Privacy Policy available to your drivers and will not represent Vugo’s data practices to them in any way inconsistent with it.
Indemnity. You will indemnify Vugo for any claim arising from a failure of the representations in this section, including any claim by a driver, passenger, or regulator relating to data collected from a vehicle you enrolled.
4. What you earn
4.1 One revenue share, allocated once. For each validated impression delivered on a screen in a vehicle you enroll, Vugo allocates a single revenue share to the supply side. Your rate is shown in your Vugo dashboard and stated in your Fleet Order Form; Vugo may set it per fleet in its administration console. Vugo does not publish rates; they are confidential under Section 8.4.
Where the vehicle is enrolled by you, that share is yours, and the driver operating the vehicle is paid out of it — not in addition to it. A driver does not receive both an independent driver share and a share of yours for the same impression.
4.2 What your drivers are paid is your decision. Vugo pays the share to you. Whether you share any of it with the drivers who operate your vehicles, and on what terms, is a matter between you and them. Vugo takes no position on it and imposes no minimum, subject only to Section 4.3.
You may enroll vehicles with screens bound to the vehicle and no driver account attached at all, in which case the entire share is yours and no driver is involved in the payment.
Where you do wish to share revenue with attached drivers, you may select either arrangement in your dashboard:
- Vugo pays on your behalf — you set the driver percentage, and Vugo pays each attached driver that percentage of your share directly, remitting the remainder to you. Vugo will show that driver the rate you have set.
- You pay your drivers — Vugo remits your entire share to you and you settle with your drivers under your own arrangements. Vugo has no payment obligation to your drivers in this mode, and you will indemnify Vugo against any claim by a driver for payment.
4.3 Legally mandated minimums are the exception. Some jurisdictions require that a driver operating a vehicle carrying advertising receive a minimum share of the advertising revenue. Where such a requirement applies to a vehicle you enroll, complying with it is your responsibility, in either arrangement above and regardless of what you have set in your dashboard.
You are responsible for knowing which requirements apply to your vehicles and drivers. Where Vugo has identified an applicable minimum for a location — as it has for New York City — and a driver is attached to the vehicle, Vugo pays the driver that minimum directly out of your share, whichever payout arrangement you have selected, and records that it did so. Where no driver is attached to a vehicle in such a location, meeting the requirement is yours to arrange. Vugo may also refuse a driver split below an applicable minimum, require evidence of compliance, and suspend or refuse enrollment of vehicles in a jurisdiction where you do not meet it. You will indemnify Vugo for any claim, penalty or enforcement action arising from your failure to meet such a requirement, including any action taken against Vugo in its capacity as a licensed or registered advertising provider.
4.4 Wrap campaigns. Where you enroll vehicles for wraps, compensation is a fixed monthly amount per vehicle rather than a revenue share, as stated in your Order Form or the portal at enrollment. Sections 4.2 and 4.3 apply to it in the same way.
4.5 Rates may change on notice, and Vugo may adjust your rate in its administration console by agreement with you. A change does not affect amounts already accrued.
5. When you get paid
The same two conditions that apply to drivers apply to you:
- the advertiser must have paid Vugo the invoice covering the earning; and
- a dispute window must have passed after that payment — currently 7 days, subject to change by Vugo, with the window then in effect applying.
Vugo does not advance funds before the advertiser pays. Until both conditions are met, earnings are shown as accrued but blocked.
Payouts are requested in the portal, reviewed and approved by Vugo, and sent through Stripe. You must complete Stripe onboarding before you can be paid. The minimum payout is $1.00. Vugo may deduct amounts you owe Vugo from amounts payable to you.
6. Equipment
Unless your Order Form says otherwise, you supply the screens and mounting hardware for your vehicles, and you are responsible for their purchase, installation, maintenance, power, connectivity and replacement. You will install and position screens safely and lawfully.
You are responsible for ensuring screens in your vehicles remain powered, connected and functional. A screen that does not report is not serving, and does not earn.
Where Vugo supplies equipment under a separate arrangement, it remains Vugo’s property, you will maintain it, and you will return it within 30 days of termination or pay for it.
7. Passenger-screen content you supply
You may publish your own content to the passenger screens in your vehicles — for example safety notices, service information, or your own promotions.
- Vugo provides three active content items per fleet at no charge. Above three, a subscription of $5 per screen per month applies. See Section 9.
- All fleet content is subject to Vugo’s review and approval before it appears, and Vugo may reject or remove any item at any time. A passenger cannot tell whose content is whose, so Vugo reviews it to the same standard as advertising.
- You warrant that you hold all rights necessary to display the content, that it is lawful, accurate and not misleading, and that it does not infringe anyone’s rights. You will indemnify Vugo for any claim arising from it.
- You will not publish content that is political, sexual, discriminatory, deceptive, or that disparages Vugo or any advertiser, or that solicits passengers away from any platform whose rules apply to the trip.
8. Data
8.1 What Vugo collects. Vugo collects location, trip, impression and device data from equipment in enrolled vehicles, and account and payment information from you, as described in the Vugo Privacy Policy.
8.2 What advertisers receive. Campaign reporting provided to advertisers includes impression counts, delivery locations, and — for wrap campaigns — proof-of-performance photographs. Advertisers are contractually prohibited from attempting to identify any individual driver, vehicle or passenger from that reporting, from redistributing it, and from using it to build a competing product.
8.3 Derived data. Vugo may create, use, and license de-identified and aggregated derived data from platform activity — including indices, scores, exposure measures and verification attestations — for measurement, analytics, research and commercial purposes. Vugo does not license individual-level records or raw location traces derived from your vehicles. Derived data does not identify you, your drivers, your vehicles or your passengers, and Vugo will not attempt to re-identify it or authorize others to do so. This right survives termination as to data already collected.
8.4 Your data obligations. Any Vugo data made available to you — reporting, driver earnings information, campaign details — is confidential, is provided for operating your fleet, and may not be redistributed, sold, or used to build a competing product.
9. Fleet content subscription and other recurring charges
Where you subscribe to additional content slots or any other recurring Vugo service:
- Vugo presents the renewal terms — what recurs, how often, how much, and how to cancel — at the point you subscribe, and keeps a record of your acceptance.
- You may cancel in the portal where offered, or by written notice to support@govugo.com, which Vugo will action within one business day; you never have to call. Cancellation takes effect at the end of the current billing period. On cancellation you retain your three free content slots.
- Vugo will give you 7 to 30 days’ notice before any price increase and will tell you how to cancel before it applies.
- Vugo will send an annual reminder of the terms and how to cancel where required.
10. Your obligations
You will: comply with all laws applicable to operating your fleet and to carrying advertising, including any local permit or licensing requirements; maintain the insurance your operations require and ensure your drivers do; not tamper with, spoof or manipulate location, trip or impression data, and not permit your drivers to; ensure enrolled vehicles are roadworthy and lawfully operated; not share portal credentials; and promptly remove vehicles from your account when they leave your fleet.
Deliberately generating invalid impressions is a material breach, grounds for immediate termination, and grounds for forfeiture of unpaid amounts associated with the invalid activity.
11. Insurance
You will maintain commercial automobile liability insurance and any other coverage required for your operations, at limits no less than required by law, and any endorsement required for commercial advertising on vehicles. You will ensure your drivers are covered. You will provide certificates on request.
Vugo does not supply hardware or equipment, does not install or remove wraps, and does not insure you, your vehicles, your drivers, your passengers or your equipment. Vugo may require you to maintain additional coverage, or to name Vugo as an additional insured, on reasonable notice.
12. Term and termination
This Agreement continues until terminated.
You may terminate on thirty (30) days’ written notice, subject to completing active campaign commitments. Where your vehicles carry wraps, termination is subject to scheduling removal, and monthly charges to the advertiser — and therefore your earnings — continue for whole months until removal.
Vugo may terminate at any time for convenience on notice, or immediately for breach, fraud, regulatory risk, or conduct that creates risk for passengers, drivers, advertisers or Vugo.
On termination: earnings accrued before termination remain payable subject to the conditions in Section 5. Amounts you owe Vugo may be deducted. Section 8.3 survives as to data already collected, as do Sections 3, 8.4, 13, 14, 15 and 16.
13. Disclaimers
The Vugo platform and services are provided as is. Vugo makes no guarantee of any level of advertising demand, fill, revenue, or delivery for your vehicles, and no warranty that the service will be uninterrupted or error free. Revenue depends on advertiser demand, which Vugo does not control.
14. Limitation of liability
Neither party is liable for indirect, incidental, consequential, special or punitive damages, or for lost profits or lost revenue opportunity.
Vugo’s aggregate liability to you will not exceed the total amount paid or payable to you in the six (6) months preceding the event giving rise to the claim. No claim may be brought more than one (1) year after the events giving rise to it.
15. Indemnification
You will defend, indemnify and hold harmless Vugo, its affiliates, advertisers, officers, directors, employees and agents from and against any claim, loss, damage, fine, penalty, liability or cost, including reasonable attorneys’ fees, arising out of or relating to:
- your operation of your fleet and your vehicles, and the conduct of your drivers;
- your breach of this Agreement, including the representations and consent obligations in Section 3;
- any claim by a driver relating to compensation, classification, or wage or hour law, including any claim that a legally mandated minimum revenue share under Section 4.3 was not met;
- content you publish under Section 7;
- installation, removal, or the physical condition of any vehicle or wrap; and
- any regulatory or governmental action relating to your vehicles, your drivers or your operations.
This indemnity survives termination.
16. Governing law, forum, and class action waiver
This Agreement is governed by the law of the State of Minnesota, without regard to conflict-of-law rules, and any dispute will be litigated exclusively in the state or federal courts located in Hennepin County, Minnesota. The parties consent to personal jurisdiction in those courts.
You expressly waive any right to bring or participate in a class, collective, or representative action against Vugo. This does not limit your ability to bring a claim on an individual basis.
17. Changes to this Agreement
Vugo may modify this Agreement on thirty (30) days’ notice to the email address on your account or by notice in the portal. Changes are not retroactive and do not affect amounts already accrued. Continued participation after the notice period constitutes acceptance.
18. Miscellaneous
This Agreement, together with the policies it references and any Fleet Order Form or individual fleet agreement between the parties, is the entire agreement between the parties on this subject, and is subject to the order of precedence in Section 1. If any provision is held invalid or unenforceable, the rest remains in effect. No failure or delay in exercising a right waives it. You may not assign this Agreement without Vugo’s written consent; Vugo may assign it in connection with a merger, acquisition or sale of assets. Neither party is liable for delay caused by events beyond its reasonable control. Nothing here creates an employment, partnership or joint venture relationship, and you and Vugo are independent contractors.
Contact. Vugo, Inc., 1161 Wayzata Blvd E, Suite 172, Wayzata, MN 55391 · support@govugo.com
Change log
| Version | Effective | Summary |
|---|---|---|
| 2026-08-17 | 17 Aug 2026 (existing accounts 16 Sep 2026) | New document. Sets an order of precedence against existing individual fleet agreements, which continue on their own commercial terms while the data, consent and compliance provisions apply in addition; establishes the consent and rights chain for vehicle-bound screens; sets a single supply-side revenue share paid to the fleet, with what the fleet pays its drivers left to the fleet, including vehicles enrolled with no driver attached; makes compliance with any legally mandated minimum driver share the fleet’s responsibility, backed by indemnity; states the settle-first rule and dispute window; covers fleet-published passenger content and the content subscription with renewal and cancellation terms; reserves de-identified derived-data rights while excluding individual-level and raw location licensing; expands the indemnity to cover driver compensation and classification claims. |