View the General Terms of Use for tugo.com

Terms of Use for the Partner Distribution Platform

1. DEFINITIONS

1.1 In this Platform Agreement, the following terms have the following meanings:

1.1.1 “API” means the application program interface tools developed, owned, maintained, administered and made available by TuGo Companies on the TuGo Platform for certain Partners to use in building software applications to conduct Promotional Activities.

1.1.2 “Campaigns” mean the programs to be offered by TuGo Companies, where certain Partners (approved by TuGo Companies after such Partners have signed up for such Campaigns) use Campaign Tools in order to conduct Promotional Activities in respect of certain TuGo Products (designated by TuGo Companies for the given Campaign), in consideration of TuGo Companies paying to the Partner certain compensation (determined by TuGo Companies as per the applicable Campaign Terms of Service).

1.1.3 “Campaign Terms of Service” means the terms of service and any rules and policies that govern and apply to a Partner’s participation in a given Campaign, which TuGo Companies establishes in its sole discretion and which the Partner must accept and agree to comply with and be bound by in order to participate in that Campaign.

1.1.4 “Campaign Tools” means the tools developed, owned, maintained, administered and made available by TuGo Companies on the TuGo Platform for a Partner to use in participating in a given Campaign in order to conduct Promotional Activities. Campaign Tools include, without limitation, any Content provided through the TuGo Platform for that Campaign or the Collateral Material for that Campaign.

1.1.5 “CE Product” means a website (and the Content, programs, tools, and services offered on and through the website) which is a white-labelled website developed, owned, maintained, and administered by TuGo Companies, which:

1.1.5.1 TuGo Companies customizes in consultation with a Partner using the CE Tools; or

1.1.5.2 certain Partners (determined by TuGo Companies) may customize as may be permitted by TuGo Companies using the CE Tools;
for the Partner to use in order to conduct Promotional Activities.

1.1.6 “CE Tools” means the tools and services developed, owned, maintained, administered and made available by TuGo Companies on the TuGo Platform, for certain Partners (determined by TuGo Companies or certain Partners to use to create, customize, manage and modify the CE Product in order to conduct Promotional Activities.

1.1.7 “Collateral Material” means the marketing Content which may be provided by certain Partners (determined by TuGo Companies for a given CE Product or Campaign, made available for a Partner to use to advertise TuGo Products and otherwise to conduct Promotional Activities, including, without limitation, banner advertisements to be posted on a website (and the source code in respect of the banner), offline collateral and URLs.

1.1.8 “Content” means any information, documents, data, text, code, software, audio/sound, photographs, images, illustrations, graphics, video, messages, communications or other materials.

1.1.9 “Licensed Partner” means a Partner that is a Licensee.

1.1.10 “Licensee” means a person who is licensed and permitted to sell the type of insurance products and services which are developed, marketed, sold and distributed by TuGo Companies .

1.1.11 “Non-licensed Partner” means a Partner that is not a Licensee.

1.1.12 “Other Agreements” has the meaning set out in Section 4.3.

1.1.13 “Partner” means a person who has entered into an agreement with TuGo Companies to promote and market TuGo Products and/or refer customers to TuGo Companies, and in the case of Licensed Partners, to sell and distribute TuGo Products to customers.

1.1.14 “Platform Tools” means the tools and services developed, owned, maintained, administered and made available by TuGo Companies on the TuGo Platform, on and as part of the TuGo Platform, for Partners to use in conducting Promotional Activities. For further clarity, Platform Tools include CE Tools and Campaign Tools.

1.1.15 “Promotional Activities” means a Partner’s activities in promoting, marketing, selling or distributing TuGo Products to customers, or referring customers to TuGo Companies to purchase TuGo Products.

1.1.16 “Services” means TuGo Companies' services in developing, operating, maintaining and administering the TuGo Platform or the CE Product, and making the TuGo Platform or the CE Product available to the User.

1.1.17 “TuGo” means the B.C. company, North American Air Travel Insurance Agents Ltd., doing business as “Travel Underwriters™”, “TuGo™”, and/or “TUGO™”.

1.1.18 “TuGo Companies” means the TuGo and its successors, assigns, directors, officers, employees, shareholders, agents, and related corporations, including any parent, affiliate or subsidiary.

1.1.19 “TuGo Intellectual Property” means all of TuGo Companies' intellectual property and intellectual property rights, including, without limitation, all of TuGo Companies' copyrights, patents, trademarks, service marks, trade names, and logos, whether registered or not, including any applications with respect thereto, as they may relate to, appear on, or be incorporated or used in or for, the TuGo Platform or any part thereof. For further clarity, the TuGo Intellectual Property includes, without limitation, the TuGo Platform and all of the TuGo Companies' Content appearing on, or incorporated into the TuGo Platform, or any part thereof.

1.1.20 “TuGo Platform” means the partner distribution platform developed, owned, maintained, administered and made available by TuGo Companies, which is an online portal which serves as an online access point for Partners to access and use the Platform Tools to conduct Promotional Activities. For further clarity, the TuGo Platform includes the API and Platform Tools, which include the CE Tools and Campaign Tools.

1.1.21 “TuGo Policies” means any rules or policies that TuGo Companies may establish from time to time, in its sole discretion, further to this Platform Agreement or the Agreement, regarding the use of the TuGo Platform by Partners. The TuGo Policies include, without limitation, this Platform Agreement, any electronic mail policy, and any privacy policy that may be in effect from time to time.

1.1.22 “TuGo Products” means the travel and/or insurance related products and services which are marketed, sold and distributed by TuGo Companies from time to time.

1.1.23 “User” means the Partner who is using the TuGo Platform under this Platform Agreement, and that Partner’s successors, permitted assigns (as such assignment may be permitted hereunder), directors, officers, employees, and related corporations, including any parent, affiliate or subsidiary, who use the TuGo Platform.

1.1.24 “User Content” means Content which is not developed, created or provided by TuGo Companies, which the User submits, provides, inputs, contributes, posts, publishes, uploads, disseminates or transmits in the User’s use of the TuGo Platform.

2. ACCEPTANCE OF PLATFORM AGREEMENT

2.1 The TuGo Platform is part of the www.tugo.com website (the “Website”), and by using the TuGo Platform, the User agrees to comply with the General Terms of Use for the Website (the “Agreement”), this Platform Agreement, and all applicable laws and regulations.

2.2 All capitalized terms herein have the same meanings as defined in the Agreement, unless otherwise defined herein.

2.3 TuGo Companies will provide the Services and allow the User to use the TuGo Platform only on the terms and conditions set out in this Platform Agreement and in any TuGo Policies (provided that TuGo Companies gives notice to the User of the TuGo Policies by posting notice of the TuGo Policies on the TuGo Platform, the Website or by such other means as TuGo Companies may determine).

2.4 By using the TuGo Platform, the User accepts and agrees to comply with and be bound by:

2.4.1 the terms and conditions set out in the Agreement, this Platform Agreement, any TuGo Policies (provided that TuGo Companies gives notice to the User of the TuGo Policies by posting notice of the TuGo Policies on the TuGo Platform, the Website or by such other means as TuGo Companies may determine) and any applicable Campaign Terms of Service; and

2.4.2 all applicable laws and regulations relating to the User’s use of the TuGo Platform.

2.5 If the User does not agree to comply with and be bound by all of the terms and conditions set out in the Agreement, this Platform Agreement or any TuGo Policies, the User shall immediately cease accessing or using the TuGo Platform.

3. MODIFICATIONS TO THE PLATFORM AGREEMENT

3.1 TuGo Companies reserves the right to amend the terms and conditions of this Platform Agreement at any time and at its sole discretion, without advance notice to the User. TuGo Companies will give notice to the User of any amendments to this Platform Agreement by posting notice of such amendments on the TuGo Platform or by such other means as TuGo Companies may determine in its sole discretion.

3.2 By continuing to use the TuGo Platform, the User agrees to comply with and be bound by the amended Platform Agreement, and the User is agreeing to be bound by then-current version of this Platform Agreement, as amended.

4. OTHER AGREEMENTS

4.1 The Agreement, this Platform Agreement and the TuGo Policies constitute the entire and only agreement between TuGo Companies and the User regarding the User’s use of the TuGo Platform and CE Product, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the TuGo Platform, the CE Product, and the subject matter of this Platform Agreement. The Agreement, this Platform Agreement and the TuGo Policies must be read and construed together and the obligations within all such agreements are cumulative. To the extent that any TuGo Policies or anything in or associated with the TuGo Platform conflicts or is inconsistent with this Platform Agreement, this Platform Agreement shall take precedence.

4.2 Notwithstanding anything to the contrary in Section 4.1 above,

4.2.1 if the User signs up for a Campaign and if TuGo Companies accepts the User’s registration to participate in that Campaign, the Campaign Terms of Service applicable to that Campaign govern the User’s participation in that Campaign, and to the extent that anything in this Platform Agreement conflicts or is inconsistent with the Campaign Terms of Service, the Campaign Terms of Service shall take precedence, but only to the extent of the conflict or inconsistency and only as it relates to the User’s participation in that Campaign; and

4.2.2 the User’s use of the API, if applicable, shall be governed by such other agreement or terms of use governing the API as may be established by TuGo Companies and any such agreement shall take precedence over this Platform Agreement, but only to the extent of any conflict or inconsistency between such agreement and this Platform Agreement, and only as it relates to the User’s use of the API.

4.3 For further clarity, whereas the User may have entered into other agreements with TuGo Companies which do not deal directly with the User’s use of the TuGo Platform (the “Other Agreements”), those Other Agreements continue to apply in accordance with their terms, and nothing herein derogates from the obligations in the Other Agreements, and the obligations in such Other Agreements survive and do not merge with the obligations in this Platform Agreement. Where there is direct conflict between the terms of this Platform Agreement and those Other Agreements, the terms of those Other Agreements shall govern, but only to the extent of the direct conflict.

5. PROVISION AND MODIFICATION OF SERVICES

5.1 The operation, form and Content of the TuGo Platform (including, without limitation, the API, CE Tools, Campaigns, Campaign Tools, and Collateral Material) may be determined and modified by TuGo Companies from time to time, in its sole discretion.

5.2 TuGo Companies may develop, operate, maintain, administer, modify and discontinue providing the TuGo Platform (or any portion thereof, or any Content available on the TuGo Platform), in the manner that TuGo Companies sees fit, from time to time, in its sole discretion, without advance notice to the User. TuGo Companies shall not be liable to the User or any third party if TuGo Companies exercises its rights hereunder.

5.3 The User acknowledges and agrees that TuGo Companies may, in its sole discretion, determine which parts of the TuGo Platform and Collateral Material that TuGo Companies offers or makes available to the User.

5.4 The User acknowledges and agrees that certain parts of the TuGo Platform may only be offered or made available to certain Licensed Partners.

6. USER ACCOUNT, PASSWORD AND SECURITY

6.1 In order to access the TuGo Platform, the User will have to create or activate one or more account, login and password and provide the information required by TuGo Companies.

6.2 The User must provide current, accurate and complete information to TuGo Companies when creating, activating or modifying its account, login and password and in using the TuGo Platform. The User must, at all times, keep TuGo Companies apprised of the User’s current contact information.

6.3 TuGo Companies may, in its sole discretion, determine whether to approve the creation, activation or modification of the User’s account.

6.4 The User is solely responsible for the User’s account, the security of the User’s login and password, and all activity that occurs on the User’s account.

6.5 The User shall keep its password secure and shall not disclose its password to any third parties.

6.6 The User shall notify TuGo Companies immediately of any unauthorized use of the User’s account, login or password, or any other breach of security that the User becomes aware of.

6.7 The User shall not use any other Partner’s account, login or password.

6.8 TuGo Companies shall not be liable for any losses or liabilities caused by any unauthorized use of the User’s account, login or password and the User shall be liable for and indemnify and save harmless TuGo Companies from and against any losses or liabilities arising from any unauthorized use of the User’s account, login or password.

6.9 TuGo Companies reserves the right to deactivate or disable the User’s account, login or password if the User’s account, login or password has not been used or has been inactive for over twelve (12) consecutive months.

7. USER OBLIGATIONS

7.1 General Obligations

7.1.1 The User shall, at its expense, comply with all of its obligations under the Agreement and this Platform Agreement in the User’s use of the TuGo Platform and the User shall be solely responsible for its use of the TuGo Platform and all of the User Content.

7.1.2 The User shall provide and remain responsible for all equipment, systems and internet access necessary to access and use the TuGo Platform.

7.1.3 The User remains responsible for the development, operation and maintenance of User’s own websites and all Content thereon and the User shall ensure that the User’s own websites are reputable and comply with all applicable laws or regulations (including, without limitation, all applicable privacy and anti-spam laws and regulations) and do not contain false or deceptive advertising or any machine readable code including, without limitation, any virus, Trojan horse, or other self-executing program.

7.1.4 The User shall ensure that the User and the User’s use of the TuGo Platform:

7.1.4.1 comply with the Agreement, this Platform Agreement, the TuGo Policies, any applicable Campaign Terms of Service and all applicable laws or regulations, including, without limitation, all applicable privacy and anti-spam laws and regulations;

7.1.4.2 is not for any illegal purpose;

7.1.4.3 do not infringe or violate the rights of any person, including any intellectual property or privacy rights of any person; and

7.1.4.4 do not promote criminal activity, drug use, violence, pornography, gambling, or discrimination based on race, sex, religion, nationality, age, disability or sexual orientation.

7.1.5 To the extent that the User uses any part of the TuGo Platform (including, without limitation, any Collateral Material) or promotes, markets, sells or distributes any TuGo Products on or using any social media sites or applications (e.g. Facebook, Pinterest, Twitter, Youtube, etc.), the User shall comply with the terms and conditions of such social media sites or applications. TuGo Companies reserves the right to require the User to discontinue or modify the User’s use of such social media sites or applications to promote, market, sell or distribute any TuGo Products, if TuGo Companies, in its sole discretion, determines that the User’s use of such social media sites or applications is inconsistent with the Agreement or this Platform Agreement.

7.1.6 The User shall not use any part of the TuGo Platform (including, without limitation, any Collateral Material) or promote, market, sell and/or distribute any TuGo Products on or in websites, chat rooms, forums, publications, or other media or materials that:

7.1.6.1 do not comply with all applicable laws or regulations, including, without limitation, all applicable privacy and anti-spam laws and regulations;

7.1.6.2 infringe or violate the rights of any person, including any intellectual property rights or privacy rights of any person;

7.1.6.3 promote criminal activity, drug use, violence, pornography, gambling, or discrimination based on race, sex, religion, nationality, age, disability or sexual orientation; or

7.1.6.4 are otherwise not reputable, inTuGo Companies' sole determination.

7.1.7 The User shall not:

7.1.7.1 falsely state or otherwise misrepresent the User’s status as a Licensed Partner or Non-licensed Partner, or the User’s identity or affiliation with any person or entity;

7.1.7.2 carry on activities that a non-Licensee is prohibited from carrying on, if the User is a Non-licensed Partner

7.1.7.3 omit, delete, forge or misrepresent transmission information, including headers, return mailing and Internet protocol addresses, or otherwise manipulate identifiers to disguise the origin of any Content;

7.1.7.4 interfere with, hinder or disrupt the TuGo Platform or servers or networks connected to the TuGo Platform, or any part thereof, or violate any requirements, procedures, policies or regulations of networks connected to the TuGo Platform, or any part thereof;

7.1.7.5 interfere with, hinder or disrupt the ability of TuGo Companies or any other Partners to use the TuGo Platform;

7.1.7.6 use the TuGo Platform to access the accounts of others without permission;

7.1.7.7 attempt to penetrate security measures of the TuGo Platform, or of another entity, or obtain or bypass the passwords of any other Partners;

7.1.7.8 circumvent, disable or otherwise interfere with security related features of the TuGo Platform;

7.1.7.9 upload, post, disseminate or otherwise transmit any Content that contains worms, software viruses or any other computer code, files or programs that may interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or

7.1.7.10 use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., that accesses or uses the TuGo Platform in a manner not approved by TuGo Companies.

7.1.8 The User covenants, represents and warrants that:

7.1.8.1 The obligations of the User in this Platform Agreement are legal, valid, and binding obligations, enforceable against the User in accordance with the terms of this Platform Agreement.

7.1.8.2 The User’s performance of its obligations under this Platform Agreement shall not violate or conflict with any applicable:

7.1.8.2.1 law, rule, regulation, order, judgment, or decree; or

7.1.8.2.2 provision of the User’s by-laws, articles or constating documents, or agreement to which the User is a party.

7.2 Obligations Regarding User Content

7.2.1 The parties acknowledge that some parts of the TuGo Platform or CE Product may allow or require User Content.

7.2.2 The User is solely responsible for all User Content and retains ownership of the User Content; provided that by providing, inputting, contributing, posting, publishing, uploading, disseminating or transmitting the User Content on, through, by or with the TuGo Platform or any CE Product, the User grants to TuGo Companies a worldwide, non-exclusive, royalty-free, transferable license to use, reproduce, distribute, prepare derivative works of (except for the User’s trademarks), and display, the User Content in relation to TuGo Companies operating, providing, maintaining and administering the TuGo Platform or CE Product, or otherwise operating its business, and the User waives all of the User’s moral rights in and to such User Content.

7.2.3 The User covenants, represents and warrants that:

7.2.3.1 the User Content shall not contain any misrepresentations and the User Content and the User’s use thereof shall not be unlawful, misleading, deceitful, defamatory, libellous, tortious, abusive, harassing, threatening, obscene, offensive, prejudicial, violent, pornographic, inappropriate, invasive of another's privacy, likely to bring TuGo Companies' reputation into disrepute, or otherwise illegal;

7.2.3.2 the User Content shall not infringe or violate any other person’s privacy rights, or copyright, trade-mark, trade secret, patent or other intellectual property, proprietary or confidentiality rights;

7.2.3.3 the User has the right and any required approvals and consents to submit, provide, input, contribute, post, publish, upload, disseminate and transmit the User Content and is not prohibited from doing so under any applicable law or any contractual or fiduciary obligation;

7.2.3.4 the User shall own or otherwise have the necessary licenses, rights, consents, and permissions to use the User Content, and the User indemnifies and saves harmless TuGo Companies from and against any losses or liabilities related to the use, dissemination or transmission of the User Content; and

7.2.3.5 where any User Content is provided, inputted, contributed, posted, published, uploaded, disseminated or transmitted in association with TuGo Companies or any TuGo Products, TuGo Companies reserves the right to approve such User Content in its sole discretion, and if TuGo Companies (in its sole discretion) does not approve the User Content then:

7.2.3.5.1 the User shall, upon TuGo Companies' demand, modify or cease using any such User Content as required by TuGo Companies; and

7.2.3.5.2 TuGo Companies may remove such User Content from the TuGo Platform of CE Product or otherwise prevent the User Content from being provided, inputted, contributed, posted, published, uploaded, disseminated or transmitted in association with TuGo Companies or any TuGo Products.

7.3 Obligations Regarding the CE Product

7.3.1 The User shall only use the CE Tools and maintain, display, and publish the CE Product in a manner permitted under the Agreement, this Platform Agreement, the TuGo Policies and all applicable laws and regulations.

7.3.2 The User acknowledges and agrees that TuGo Companies has and shall retain all ownership rights and copyrights in the CE Product, except in any User Content contributed to the CE Product. For further clarity, for such User Content contributed to the CE Product, the User grants to TuGo Companies the license set out in Section 7.2.2.

7.3.3 The User shall not modify, change or alter the CE Product or any portion thereof except as expressly permitted by TuGo Companies.

7.3.4 The User shall not remove or allow any employee, agent, or independent contractor of the User to remove any of TuGo Companies' product identifications, terms of service agreements, trademark notices or copyright notices from the CE Product.

7.3.5 The User shall not modify, copy, publish, display, transmit, distribute, perform, sell, or create derivative works based on the CE Product, except as permitted under this Platform Agreement or as authorized by TuGo Companies in writing.

7.3.6 The User shall use its best efforts to protect and ensure the integrity and security of the CE Product from any and all damage, including, without limitation: unauthorized access by any person; tampering of the Content or any of the CE Product’s tags, source codes, links, pixels, modules, or other data; and fraudulent usage of the CE Product.

7.3.7 In interacting and dealing with customers through the CE Product, the User shall comply with all applicable laws and regulations, and act in a manner consistent with the Agreement, this Platform Agreement, the TuGo Policies and any obligation that TuGo Companies or the User may have to the customers. The User shall make all required disclosures to customers, and handle the information of customers (which may be collected through CE Product) in a secure manner, in accordance with all applicable laws and regulations, and in a manner consistent with the Agreement, this Platform Agreement, the TuGo Policies and any obligation that TuGo Companies or the User may have to the customers.

7.3.8 The User agrees that TuGo Companies retains the right to determine, in its sole discretion, the appropriate the use of any Content, including, without limitation, User Content, on or within the CE Product and, while TuGo Companies may consult with or otherwise discuss with the User certain elements of the CE Product, and permit the User to customize certain elements of the CE Product, TuGo Companies shall have final authority over all aspects of the CE Product.

8. PRIVACY POLICY

8.1 The User shall comply with and shall collect, use, handle and disclose all Content and personal information in accordance with all applicable privacy laws, this Platform Agreement, the TuGo Policies, including, without limitation, TuGo Companies' privacy policies that are in effect from time to time and any applicable or Campaign Terms of Service. A copy of TuGo Companies' current privacy policy can be found here.

9. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

9.1 The parties acknowledge and agree that at all times, TuGo Companies remains the sole and exclusive owner of the TuGo Intellectual Property and retains all rights, title and interest in and to the TuGo Intellectual Property, and the TuGo Intellectual Property remains, at all times, the sole and exclusive property of TuGo Companies; except as may be provided in the license granted in Section 9.5. For further clarity, the User shall not acquire any ownership, licence, or other rights or interest in or to any of the TuGo Intellectual Property, except as provided for in this Platform Agreement.

9.2 For further clarity, all TuGo Intellectual Property is protected under applicable copyright, trademark and other proprietary (including but not limited to intellectual property) rights owned and controlled by TuGo Companies or by persons who have licensed such rights to TuGo Companies.

9.3 The User may only use the TuGo Intellectual Property pursuant to this Platform Agreement, the Other Agreements, any Campaign Terms of Service applicable to the User, and the TuGo Policies, including, without limitation, any trademark usage policy in effect from time to time. The User shall not copy, transmit, reproduce, distribute, display, publish, disseminate, transmit, distribute, sell, manipulate, compile, disclose, adapt, modify, use or otherwise exploit the TuGo Intellectual Property for any purpose whatsoever, other than purposes permitted under this Platform Agreement. TuGo Companies reserves all rights not expressly granted in this Platform Agreement.

9.4 The User shall exercise reasonable care to protect the TuGo Intellectual Property from unauthorized use.

9.5 During the term of this Platform Agreement, TuGo Companies grants the User a non-exclusive, non-transferable, revocable, royalty-free license to use the TuGo Intellectual Property for the sole purpose of using the TuGo Platform and CE Product to conduct Promotional Activities, on the terms and conditions set out in the Agreement, this Platform Agreement, the Other Agreements, any Campaign Terms of Service applicable to the User, and the TuGo Policies, including, without limitation, any trademark usage policy in effect from time to time.

9.6 The User shall:

9.6.1 not and shall have no rights to grant any licence and/or sublicence pertaining to the use of the TuGo Platform, CE Product, Collateral Material or the TuGo Intellectual Property;

9.6.2 not change or modify or create derivative works from any of the TuGo Intellectual Property, the TuGo Platform, the CE Product and the Collateral Material, except as may be expressly permitted in any Campaign Terms of Service applicable to the User, or with TuGo Companies' prior written consent, which may be withheld in TuGo Companies' sole discretion. For further clarity, the User shall not attempt to decompile or reverse engineer any software contained on the TuGo Platform or the CE Product, and the User shall not attempt in any way to alter, modify, eliminate, conceal or otherwise render inoperable or ineffective any tags, source codes, links, pixels, modules or other data provided by or obtained from TuGo Companies;

9.6.3 whenever using the TuGo Intellectual Property, identify the owner of the TuGo Intellectual Property in a manner sufficient to identify the ownership of the TuGo Intellectual Property and protect its validity. For further clarity, the User shall not remove, modify, obscure, or delete any copyright, trademark or other proprietary notations from any of the TuGo Intellectual Property;

9.6.4 not lessen, diminish or tarnish the goodwill and value associated with the TuGo Intellectual Property in any way, as determined by TuGo Companies, acting reasonably;

9.6.5 not use the TuGo Intellectual Property in a manner that misrepresents the relationship between the User and TuGo Companies or the identity of the User; and

9.6.6 not bid on or register search engine keywords such as "Google® AdWords", search terms or other identifying terms or domain names that use the TuGo Intellectual Property (including, without limitation, TuGo Companies' trademarks), for use in any search engine, portal, sponsored advertising service or other search or referral service.

9.7 All goodwill or value associated with the TuGo Intellectual Property generated through the User’s use of the TuGo Intellectual Property is and remains the exclusive property of TuGo Companies.

9.8 To the extent that the User has access to any confidential proprietary information of TuGo Companies, the User shall keep confidential and not disclose or permit access to any such confidential proprietary information, without the express written consent of TuGo Companies.

10. INDEMNITY

10.1 The User agrees to defend, indemnify and hold harmless TuGo Companies from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to legal fees) arising from:

10.1.1 the User’s use of and access to the TuGo Platform and the CE Product, or any part thereof;

10.1.2 the User’s breach or violation of the Agreement, this Platform Agreement, the TuGo Policies and any applicable Campaign Terms of Service, or any part thereof;

10.1.3 TuGo Companies enforcing any of the User’s obligations under the Agreement, this Platform Agreement, the TuGo Policies, and any applicable Campaign Terms of Service;

10.1.4 the User’s breach or violation of any applicable laws or regulations, including without limitation any anti-spam or privacy laws;

10.1.5 the User’s violation of any third party right, including without limitation any privacy right, copyright or other intellectual property right; or

10.1.6 any claim that any of the User Content caused damage to a third party.

10.2 These defence and indemnification obligations will survive any termination of this Platform Agreement.

11. COMPENSATION AND FRAUD

11.1 Whereas TuGo Companies may pay to the User compensation in consideration of the User referring customers to TuGo Companies and/or promoting, marketing, selling and distributing TuGo Products:

11.1.1 the parties acknowledge and agree that the terms of such compensation shall be governed by the terms of any of the Other Agreements between TuGo Companies and the User, and/or any Campaign Terms of Service which the User accepts; and

11.1.2 TuGo Companies may set off and deduct from such compensation payable to the User, any amounts owing by the User to TuGo Companies.

11.2 Whereas, in order to determine the compensation payable to the User, TuGo Companies may track or monitor certain information which may serve as the basis upon which the User is compensated (e.g. leads or transactions):

11.2.1 the User shall not:

11.2.1.1 circumvent, disable, hinder, manipulate or otherwise interfere with (including, without limitation, by way of any automated system) any mechanism used to track or monitor such information;

11.2.1.2 manipulate tracking information, tracking links or other Content to artificially inflate compensation or the information which may serve as the basis upon which the User is compensated;

11.2.1.3 do anything to falsify, artificially inflate or manipulate the information being tracked or monitored, including, without limitation, offering incentives or compensation to generate an increased number or volume of customers referred to TuGo Companies by the User, where the increased number or volume of referred customers does not actually represent customers who are genuinely interested in purchasing TuGo Products;

11.2.1.4 generate leads other than by a mechanism approved by TuGo Companies or contemplated in this Platform Agreement; and

11.2.1.5 otherwise generate leads or transactions in bad faith, or from any device, program, robot, computer script or other automated methods to artificially inflate compensation or the basis upon which the User is compensated; and

11.2.2 to the extent that TuGo Companies provides to the User a mechanism to track or monitor such information, the User is responsible for properly implementing and using the mechanism as directed by TuGo Companies, in order to ensure that the information is accurately tracked. TuGo Companies will not be responsible for the User’s failure to properly implement or use the mechanism.

11.3 If TuGo Companies, in its sole discretion, determines that the User has violated the provisions of Section 11.2, or engaged in any activity that TuGo Companies considers to be fraudulent or which might bring the reputation or standing of TuGo Companies into disrepute either with the general public or with TuGo Companies' current or potential customers, Partners, or suppliers, then, without limiting TuGo Companies' other rights and remedies:

11.3.1 TuGo Companies may (but will not be obligated to) immediately terminate this Platform Agreement and deactivate the User’s access to the TuGo Platform, and release to any third party or governmental authority any information relating to the identity and location of the User, if requested to do so; and

11.3.2 any compensation due and payable by TuGo Companies to the User at the time of termination will be deemed to be forfeited.

11.4 For further clarity, fraudulent activity includes but is in no way limited to the User’s violation of the provisions of Section 11.2.

11.5 TuGo Companies may at any time audit the User for compliance purposes and the User agrees to provide TuGo Companies with any information reasonably necessary to conduct an investigation into the User’s compliance with this Platform Agreement.

12. DISCLAIMER

12.1 TuGo Companies provides the TuGo Platform and the CE Product on an “as is” and “as available” basis.

12.2 The parties acknowledge that the TuGo Platform or CE Product may contain Content or links from third parties. Such Content or links from third parties may not be owned or controlled by TuGo or TuGo Companies, and TuGo Companies does not investigate or monitor such Content or links from third parties. Accordingly, TuGo Companies:

12.2.1 is not responsible for and does not approve or endorse any such Content or links from third parties; and

12.2.2 expressly disclaims any and all express or implied warranties or representations, or liability in connection with any such Content or links from third parties.

12.3 The User acknowledges and agrees that the User uses the TuGo Platform and the CE Product at the User’s sole risk, and that TuGo Companies disclaims and is not responsible for, and the User discharges and releases TuGo Companies from, any claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including without limitation legal fees) arising from the User’s use of and access to the TuGo Platform or the CE Product, or any parts thereof (including without limitation any Content or links from third parties).

12.4 To the fullest extent permissible pursuant to applicable law, TuGo Companies disclaims all warranties and representations of any kind in respect of the TuGo Platform and the CE Product (and any Content thereon), whether express, implied or statutory, including, but not limited to, implied warranties of non-infringement, merchantability and fitness for a particular purpose.

12.5 Further to and without limiting the generality of the foregoing, TuGo Companies does not warrant or make any representations:

12.5.1 that the TuGo Platform or the CE Product will meet User’s requirements;

12.5.2 that the TuGo Platform or the CE Product will be uninterrupted, timely, secure, or accurate;

12.5.3 that the TuGo Platform or the CE Product will be free from bugs, errors, viruses, Trojan horses or similar problems;

12.5.4 as to the results that may be obtained from the User’s use of the TuGo Platform or the CE Product; and

12.5.5 as to the accuracy, safety or reliability of any Content obtained from or through the TuGo Platform or the CE Product.

12.6 No advice or information, whether oral or written, obtained by the User from TuGo Companies shall create any warranty not expressly made herein.

13. LIMITATION OF LIABILITY

13.1 TuGo Companies shall NOT be liable for any direct, indirect, special, incidental or consequential damages (including damages for loss of business, loss of profits, litigation or the like), in relation to the Agreement, this Platform Agreement, the TuGo Policies, any applicable Campaign Terms of Service, or the TuGo Platform or the CE Product, whether based on breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if TuGo Companies is advised of the possibility of such damages, or had direct or imputed knowledge of the possibility of such damages or loss in advance. In any event, the TuGo Companies' aggregate liability for any damages arising with respect to the Agreement, this Platform Agreement, the TuGo Platform and the CE Product will not exceed the total compensation paid or payable by TuGo Companies to the User under this Platform Agreement, any applicable Campaign Terms of Service and any Other Agreements, for the three (3) months immediately preceding the date when such damages are awarded.

13.2 The negation of damages set forth above is a fundamental element of the basis of the bargain between TuGo Companies and the User, and the TuGo Platform or the CE Product would not be provided by TuGo Companies to the User without such limitations.

14. NO LIABILITY FOR DATA STORAGE

14.1 Although TuGo Companies will use commercially reasonable efforts to store the data that the User provides to the TuGo Companies, TuGo Companies ASSUMES NO RESPONSIBILITY FOR LOSS, CORRUPTION OR DAMAGE TO THAT DATA.

14.2 The User is solely responsible for the data and settings in the User’s account and for the data that the User stores, retrieves, transmits or synchronizes within or to the User’s account or the TuGo Platform.

14.3 The User is solely responsible for maintaining backups and/or archival copies of the User’s data and to perform periodic backups and system analyses of the User’s data to prevent data loss.

14.4 Without limiting any of the foregoing, TuGo Companies shall have no obligation to store data in excess of the amount of commercially reasonable data storage. The User acknowledges that password-protected security systems may be subject to unauthorized access so that it is possible for an unauthorized third party to access, view, copy, modify and distribute any data in the User’s account.

14.5 The User also agrees not to access or attempt to access any other user’s account for which the User has no access authorization or gain unauthorized access to any of the servers or systems controlled by TuGo Companies.

15. TERMINATION

15.1 The term of this Platform Agreement commences upon the earlier of the User accepting the terms of this Platform Agreement, or the date that the User begins to use the TuGo Platform.

15.2 TuGo Companies may terminate this Platform Agreement and discontinue the User’s access to and TuGo Companies' provision of the TuGo Platform, the CE Product or any part thereof, effectively immediately, if the User does not comply with any terms of the Agreement, this Platform Agreement, the TuGo Policies, or any applicable Campaign Terms of Service.

15.3 Either the User or TuGo Companies may terminate this Platform Agreement, thereby discontinuing the User’s access to and TuGo Companies' provision of the TuGo Platform, CE Product, or any part thereof, with or without cause at any time, effective immediately upon written notice to the other party.

15.4 Upon termination of this Platform Agreement, TuGo Companies may deactivate the User’s account, login and password and CE Product.

15.5 TuGo Companies shall not be liable to the User or any third party for terminating this Platform Agreement, or discontinuing the User’s access to and TuGo Companies' provision of the TuGo Platform, CE Product, or any part thereof.

15.6 Should the User object to any terms and conditions of the Agreement, this Platform Agreement, any applicable Campaign Terms of Service, or the TuGo Policies, or any subsequent modifications thereto or become dissatisfied with the TuGo Platform or the CE Product in any way, the User’s only recourse is to immediately discontinue its use of the TuGo Platform and/or CE Product.

15.7 Upon termination of this Platform Agreement, the User shall cease accessing and using the TuGo Platform, CE Product, or any part thereof, and shall cease using and delete or return to TuGo Companies all TuGo Intellectual Property, and all Content that is in the User’s possession or control that was owned, developed or provided by TuGo Companies, including, without limitation, all confidential and proprietary Content (in any format), which was received by the User from TuGo or TuGo Companies.

15.8 Upon termination of this Platform Agreement, any and all rights or privileges of the User to access or use the TuGo Platform or the CE Product and to use TuGo Intellectual Property shall immediately cease and expire, and the User shall immediately discontinue the use thereof.

15.9 Notwithstanding anything to the contrary herein, the provisions of Sections 4, 9, 10, 12 and 13 will survive any termination of this Platform Agreement.

16. MISCELLANEOUS

16.1 Notice. All notices to TuGo Companies shall be in writing and shall be delivered to TuGo Companies at the address and to the contact person specified by TuGo Companies from time to time. All notices to the User shall be in writing and may be made by posting or broadcasting such notices on or through the TuGo Platform, as appropriate.

16.2 Governing Law. This Platform Agreement shall for all purposes be governed by and interpreted and enforced in accordance with the laws of British Columbia. TuGo Companies and the User agree to submit to the exclusive jurisdiction of the courts of British Columbia and all legal proceedings arising out of or in connection with this Platform Agreement shall be brought solely in British Columbia.

16.3 Assignment. The User's login, password and rights under this Platform Agreement are not transferable or assignable, except with TuGo Companies' express prior written consent and any attempted transfer or assignment without TuGo Companies' express prior written consent shall be null, void and without effect.

16.4 Enurement. This Platform Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective representatives, heirs, administrators, successors and permitted assigns except as otherwise provided herein.

16.5 No Agency. The User and TuGo Companies are independent contractors and nothing this Platform Agreement makes either party an agent, employee, joint venturer, partner, or legal representative of the other party for any purpose, and nothing in this Platform Agreement grants either party the right to bind or enter into any contracts in the name of or on behalf of the other party.

16.6 Severability. If any provision(s) of this Platform Agreement is/are held by a court of competent jurisdiction to be contrary to law, or otherwise invalid or unenforceable, then such provision(s) shall be severable from this Platform Agreement, or construed, as nearly as possible, to reflect the intentions of the parties, with the other provisions remaining in full force and effect.

16.7 No Contra Preferentum. The construction and interpretation of this Platform Agreement shall not be strictly construed against the drafter.

16.8 Translations. This Platform Agreement was originally drafted in the English language. While TuGo Companies may provide a translation of the English language version of this Platform Agreement into the French language, the French language version of this Platform Agreement (the “French Translation”) is only provided for the User’s convenience. The English language version of this Platform Agreement is the version that should be used and relied on in interpreting and construing the meaning of this Platform Agreement. To the extent that there is any conflict, discrepancy or inconsistency between the French Translation and the English version of this Platform Agreement, the English version of this Platform Agreement governs and takes precedence.

16.9 Waiver. TuGo Companies' failure to exercise or enforce any right or provision of this Platform Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by an instrument in writing expressly waiving such right or provision and signed by a duly authorized officer of TuGo Companies. Any waiver by TuGo Companies of any breach of this Platform Agreement shall not constitute a waiver of any other or subsequent breach.

16.10 Limitation Period. Any cause of action of the User with respect to this Platform Agreement or the TuGo Platform must be instituted within six (6) months after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in Sections 12 and 13.