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 vehicle owner (“Driver” / “Fleet”). 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. This Agreement governs all participation by Driver in any Vugo advertising campaign, including but not limited to in-vehicle digital display programs, and exterior wrap advertising programs, and any future related formats (collectively, the “Program”).

 

  1. Scope of Services

 1.1 Program Participation. Vugo connects advertisers with eligible vehicles (rideshare, medical, and delivery vehicles) for display of advertising content on or within vehicles. Campaigns may involve (a) installation of digital tablets or other in-vehicle display equipment (“Equipment”) or (b) installation of vinyl or film-based wraps on the vehicle exterior (“Wraps”), or both.

1.2 Software & Support. Subject to these Terms, Vugo grants Driver a limited, non-exclusive, non-transferable right to access and use Vugo’s software, applications, and services (“Software”) solely for Program participation. Vugo will provide reasonable technical support during the campaign period via support@govugo.com.

 

  1. Registration & Eligibility

 2.1 Driver Requirements. Driver represents that they:

  • possess a valid driver’s license and maintain all required local, state, and federal operating authorizations;
  • meet the minimum requirements for the campaign(s) they are participating in, which may include time driving on the road;
  • are the registered owner or authorized lessee of the vehicle(s) (“Vehicle”) enrolled;
  • carry required insurance as outlined in Section 4; and
  • are authorized to participate in advertising programs on or within the Vehicle.

2.2 Honesty of Application. All information provided is true and accurate; materially false information is grounds for immediate removal from the Program and termination for cause and reimbursement of any associated expenses to Vugo.

2.3 Vehicle, Registration, & Compliance with Law. Driver will ensure the vehicle is clean, safe, and installation-ready for in-vehicle or vehicle wraps when installed. Driver is responsible for routine maintenance and any repairs required to ensure vehicle is on the road and operating. Driver is solely responsible for compliance with traffic, parking, and local ordinances related to operation of their vehicle during their participation.

 

  1. Installation, Equipment & Maintenance

 3.1 Equipment (In-Vehicle Displays).
(a) Equipment provided by Vugo remains Vugo’s property. Driver will keep it in good working condition, use it only with for-hire passengers as required, and not modify, copy, or install unauthorized software.
(b) If Equipment is lost, stolen, damaged, or not returned within 30 days after termination or conclusion of campaigns, Vugo may withhold unpaid compensation to cover the loss, or in instances of deliberate theft for reimbursement of equipment.
(c) Driver must maintain Equipment is operating and working per the conditions of the Program.

3.2 Wraps (Exterior Advertising).
(a) Vugo or its authorized contractor will perform installation and removal. Driver must present the Vehicle clean and installation-ready, and allow reasonable access for installation and removal. Vugo arranges installations by authorized installers, and driver must allow reasonable access for installation which may include arriving at scheduled installation times at specified locations.
(b) Driver shall not remove, relocate, or alter any Wrap without written authorization.
(c) Driver acknowledges that vinyl materials can have a minimal impact on vehicle paint or finish; Vugo is not liable for minor aesthetic finish changes or pre-existing paint conditions.

3.3 Driver Responsibilities. Driver must keep the Equipment or Wrap clean, secure, and in safe condition; promptly report any damage, malfunction, theft, or regulatory notice.

 

  1. Insurance Responsibility.

 4.1 Required Coverage. Driver shall maintain, at Driver’s expense:

  • Automobile liability insurance with limits not less than required by state law or as specified by Vugo in a Campaign Addendum;
  • Comprehensive and collision coverage (if available); and
  • Any endorsements required by local or state authorities for commercial or advertising vehicles.

4.2 Proof of Insurance. Upon request, Driver shall provide a certificate of insurance to Vugo; however, Driver’s obligation to indemnify Vugo and Advertiser is independent of issuance of such a certificate. Failure to maintain coverage is a material breach.

4.3 Indemnification & Responsibility. Driver is fully responsible for all claims, damages, injuries, or losses arising from operation of the Vehicle or participation in the Program. Driver shall defend, indemnify, and hold harmless Vugo, Advertisers, and their affiliates from any claims, damages, fines, or costs (including attorneys’ fees) arising out of:
(a) Driver’s operation, negligence, or misconduct;
(b) breach of this Agreement;
(c) property damage or injury involving the Vehicle; or
(d) any governmental action or third-party claim related to advertising displays.

4.4 Waiver of Subrogation. Driver shall cause insurers to waive subrogation against Vugo and Advertisers to the extent permitted by law.

 

  1. Support 

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

 

  1. Compensation & Fees

6.1 Campaign-Specific Terms. Driver’s compensation, campaign period, and operational requirements will be set forth in a separate Order Form or Campaign Addendum.

6.2 Payment Method. Vugo will pay Driver via the method designated in the Addendum (e.g., PayPal, direct deposit).

6.3 Software Access Fee (if applicable). Vugo may charge a monthly access or licensing fee for use of its Software or Equipment, as described in the Addendum.

6.4 Withholding / Offsets. Vugo may deduct unpaid amounts, Equipment deposits, or damage charges from any payments due.

6.5 Taxes. Driver is responsible for all taxes and withholdings; Vugo does not provide employee benefits or tax reporting other than required 1099 forms.

 

  1. Confidentiality & Intellectual Property

7.1 Confidential Information. Each party may receive business, technical, or financial information (“Proprietary Information”). The receiving party agrees to (a) protect such information with reasonable care and (b) not disclose or use it except as necessary for Program participation.

7.2 Ownership.

  • Vugo owns all right, title, and interest in the Software, Equipment, Wraps, and any data derived from the Program (“Vugo Data”).
  • Driver grants Vugo a perpetual, royalty-free right to use anonymized operational data (e.g., GPS, trip counts, impression metrics) for analytics and marketing.
  • Driver retains ownership of their own personal data, subject to Vugo’s Privacy Policy.

 

  1. Term & Termination

8.1 Term. This Agreement commences on the Effective Date and continues until terminated. Campaign-specific terms will end upon completion or termination of the applicable Addendum.

8.2 Termination by Vugo. Vugo may terminate at any time for convenience or immediately for breach, misuse, regulatory risk, or failure to maintain insurance.

8.3 Termination by Driver. Driver may not terminate with thirty (30) days’ written notice, subject to completion of active campaigns and return of all Equipment.

8.4 Effect of Termination. Upon termination, Driver must:
(a) cease using the Software and Equipment;
(b) allow removal of any Wrap; and
(c) return all Vugo property in good condition.

Unreturned or damaged Equipment may be charged as provided in Section 3 & 6.

All indemnity, confidentiality, warranty disclaimers, and limitations of liability survive termination.

 

  1. Independent Contractor Status

Driver is an independent contractor and not an employee, agent, or legal representative of Vugo. Driver has no authority to bind Vugo or act on its behalf.

 

  1. Warranties & Disclaimers

10.1 Vugo will use commercially reasonable efforts to maintain Software and Equipment in a functional state and to minimize downtime.

10.2 EXCEPT AS EXPRESSLY STATED HEREIN, ALL SERVICES, SOFTWARE, EQUIPMENT, AND WRAPS ARE PROVIDED “AS IS.” VUGO MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. 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.

10.3 Vugo does not guarantee any particular number of trips, impressions, or revenue and is not liable for any lost earnings or missed opportunities.

 

  1. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VUGO AND ITS SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ADVERTISERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF DATA, PROFITS, OR BUSINESS OPPORTUNITY. IN NO EVENT SHALL VUGO’S AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID OR PAYABLE TO DRIVER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

 

  1. Restrictions on Use 

11.1 Driver shall not reverse engineer, decompile, or modify the Software or Equipment.

11.2 Driver shall not display any content other than that supplied or approved by Vugo or the Advertiser.

11.3 Driver shall not use the Equipment for unrelated personal or business purposes.

11.4 Vugo may monitor usage and may deactivate or repossess Equipment or Wraps for misuse, violation of policy, or safety concerns.

11.5 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.

11.6 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.

 

  1. Compliance & Vehicle Operation

12.1 Driver is solely responsible for safe, lawful operation of the Vehicle and compliance with all traffic, safety, and advertising laws or ordinances.

12.2 Driver will obtain and maintain any commercial vehicle registration, permit, or inspection required by local authorities.

12.3 Driver is responsible for all tickets, fines, towing, or penalties incurred.

12.4 Vugo may require removal of any Wrap or Equipment if local regulations prohibit its use.

 

  1. Data, Privacy & Measurement

Driver consents to collection of anonymized GPS, trip, and operational data necessary to verify campaign performance and impressions. Vugo’s Privacy Policy governs data use and retention. Vugo may share aggregated, non-personal data with Advertisers for campaign analytics.

 

  1. Dispute Resolution & Governing Law 

This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to its conflict-of-law principles.

The parties consent to exclusive jurisdiction in the state and federal courts located in Minnesota. Before litigation, the parties will attempt to resolve disputes through good-faith negotiation and, if agreed, mediation.

 

  1. Notices

All notices must be in writing and delivered to the addresses provided in enrollment or by email to support@govugo.com (for Vugo) or the Driver’s email on file. Electronic acceptance or signature constitutes binding consent.

 

  1. Entire Agreement & Modification

This Agreement, together with any Order Forms, Campaign Addenda, and incorporated policies, constitutes the entire understanding between the parties and supersedes prior agreements.

Vugo may modify these Terms with thirty (30) days’ notice; continued participation after notice constitutes acceptance.

Driver may not assign this Agreement without Vugo’s written consent. Vugo may assign to affiliates or successors.

  1. Severability & Waiver

If any provision is found unenforceable, it will be limited to the minimum extent necessary so that the remainder remains in full force. Failure by Vugo to enforce any right shall not be deemed a waiver.

 

  1. Assignment

Driver may not assign or subcontract this Agreement or obligations without Vugo’s prior written consent. Vugo may assign to affiliates or successors.

 

  1. Miscellaneous

19.1 Amendments. Vugo may amend these Terms by giving thirty (30) days’ notice; material changes affecting Driver compensation or liabilities require Driver’s consent.

19.2 Acknowledgement. Driver acknowledges they have read this Agreement, understand it, and agree to be bound.

VUGO ADVERTISER TERMS & CONDITIONS

Last Updated June 1st, 2025

These Advertising Program Terms and Conditions are entered into by and between Vugo Inc. and the Advertiser (“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 referenced or provided to you. These Terms and Conditions are also available on Vugo’s website: www.govugo.com/terms-conditions/

Vugo Advertising Program. You Participate in Vugo’s Advertising Program by executing an Advertising Services Agreement or an Order Form or by paying for any advertising services. You will provide Vugo the advertisement in appropriate formats and sizes prior to starting your ad campaign. Failure to provide the advertisement may cause delay in starting your ad campaign. You are solely responsible for designing creative for the advertisements as part of participation in the advertising program. Vugo may, if mutually agreed, assist with designing creative or providing consulting services for utilization of the program at an additional cost. 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 solely responsible for all ad targeting decisions. After you complete the design of a campaign, you will submit it for approval to Vugo. All advertisements are subject to approval by Vugo, which may reject or accept advertisements at its sole discretion for any reason. In general, Vugo will abide by the Content Guidelines on the Vugo website and any local laws. In some instances, Vugo may assemble your creative provided by you for placement on Vugo, which may include resizing or optimizing for display. You are responsible for all payment obligations incurred while your campaign is running. Modifications or cancellations may be made through email or other written notice. Any agreed upon advertisement reporting as part of your participation in the program, including impression delivery, lat/long, proof-of-performance, photos, etc. will be made available to You at the end of the campaign or at agreed upon intervals.

Policies, Restrictions, and Responsibilities. You are solely responsible for your use of the Vugo platform. 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. You will not directly or indirectly reverse engineer, decompile, disassemble, or otherwise attempt to discover or modify the source code, object code, or underlying structure, knowhow, or algorithms relevant to the program. 

Payment/Charges/Refunds. All charges you incur will be paid by You with credit card, ACH direct deposit, or wire. If You pay using a credit card, a 3% fee will be added to the total amount due. Your advertisement will cease when your campaign ends, you terminate the campaign, or Vugo is unable to collect payment. Vugo is under no obligation to deliver advertisements incurring charges more than the money paid in advance for the campaign or the credit limit Vugo 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. Charges are agreed to in writing by the Order Form, or other method for placing advertisements. Failure to dispute an invoice or charge 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 and deliver the impressions you purchase as part of your ad campaign, Vugo may issue you a credit or refund for only that portion it was unable to fulfill. In the event any such refunds are issued, it will not include any physical production or installation costs associated with your campaign (e.g. wraps).

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. Vugo has the right to make technical modifications to the materials as needed to perform on the platform which may include resizing videos or images.

Disclaimers of Warranties. Vugo makes no guarantees or warranties, express or implied. 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. 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; Proprietary Rights. Vugo may designate certain information it provides you as confidential, including all pricing information and technical 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. 

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, (c) all intellectual property rights related to any of the foregoing, (d) all data created through this agreement. 

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 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.