View the General Terms of Use for tugo.com

Terms of Use for the Partner Express (the "PE Platform Agreement")

1. DEFINITIONS

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

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

1.1.2 “Customer” means the person or individual who is using or requesting the services of the User in order to: obtain quotes or information about TuGo Products; purchase TuGo Products or a renewal or extension thereof; update Customer Information; submit a claim; and/or use any other service or functionality that may be available to the User from time to time on the PE Platform.

1.1.3 “Customer Information” means information which is provided by the Customer to the User, which the User submits, provides, inputs, contributes, posts, publishes, uploads, disseminates or transmits in the User’s use of the PE Platform.

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

1.1.5 “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 .

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

1.1.7 “Other Agreements” has the meaning set out in Section 4.2.

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

1.1.9 “PE Platform” means the partner express website 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.

1.1.10 “Platform Tools” means the tools and services developed, owned, maintained, administered and made available by TuGo Companies on the PE Platform for Partners to use in conducting Promotional Activities and includes, without limitation, TuGo Companies' services in operating, maintaining and administering the PE Platform, its functions, and all other services and functionality connected to the PE Platform and making the PE Platform available to the User.

1.1.11 “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 or make use of TuGo Products, and/or assisting Customers in submitting and managing claims in relation to TuGo Products.

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

1.1.13 “TuGo Intellectual Property” means all of TuGo Companies' intellectual property and intellectual property rights, including, without limitation, all of the 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 PE Platform or any part thereof. For further clarity, TuGo Intellectual Property includes, without limitation, the PE Platform and all of TuGo Companies' Content appearing on, or incorporated into the PE Platform or any part thereof.

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

1.1.15 “TuGo Policies” means any rules or policies that TuGo Companies may establish from time to time, in its sole discretion regarding the use of the PE Platform by Partners. The TuGo Policies include, without limitation, any general terms of use, acceptable use agreement, and privacy policy that may be in effect from time to time.

1.1.16 “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.

1.1.17 “User” means the Partner who is using the PE Platform under this PE 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 PE Platform.

1.1.18 “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 PE Platform. For further clarity, User Content includes Customer Information.

2. ACCEPTANCE OF PE PLATFORM AGREEMENT

2.1 The PE Platform is accessible by and part of the www.tugo.com website (the “Website”), and by using the PE Platform, the User agrees to comply with the General Terms of Use for the Website (the “Agreement”) * INSERT HYPERLINK TO GENERAL TOS *, this PE 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 PE Platform and allow the User to use the PE Platform only on the terms and conditions set out in the Agreement, this PE 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 PE Platform or by such other means as TuGo Companies may determine).

2.4 By using the PE 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 PE Platform Agreement or any of the TuGo Policies (provided that TuGo Companies gives notice to the User of the TuGo Policies by posting notice of the TuGo Policies on the PE Platform or by such other means as TuGo Companies may determine);

2.4.2 any existing agreement between TuGo Companies and the Partner governing the Partner’s conduct of Promotional Activities; and

2.4.3 all applicable laws and regulations relating to the User’s use of the PE 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 PE Platform Agreement or any TuGo Policies, the User shall immediately cease accessing or using the PE Platform.

3. MODIFICATIONS TO THE PE PLATFORM AGREEMENT

3.1 TuGo Companies reserves the right to amend the terms and conditions of this PE 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 PE Platform Agreement by posting notice of such amendments on the PE Platform or by such other means as TuGo Companies may determine in its sole discretion.

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

4. OTHER AGREEMENTS

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

4.2 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 PE 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 PE Platform Agreement. Where there is direct conflict between the terms of this PE 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 PE PLATFORM

5.1 The operation, form and Content of the PE Platform 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 PE Platform or any portion thereof 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 or sections of the PE Platform that TuGo Companies offers or makes available to the User.

5.4 The User acknowledges and agrees that TuGo Companies may determine, in its sole discretion, that the PE Platform will only be offered or made available to certain Licensed Partners, and TuGo Companies may determine, in its sole discretion, that the PE Platform will not be offered or made available to Non-licensed Partners.

6. USER ACCOUNT, PASSWORD AND SECURITY

6.1 In order to access the PE Platform, the User will have to create or activate an 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 PE 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 PE Platform and the User shall be solely responsible for its use of the PE 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 PE 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 uses of the PE Platform:

7.1.4.1 comply with the Agreement, this PE Platform Agreement, the TuGo Policies, 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 the PE Platform 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, this PE Platform Agreement or any TuGo Policies.

7.1.6 The User shall not use the PE Platform 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, in TuGo 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 PE Platform or servers or networks connected to the PE Platform, or violate any requirements, procedures, policies or regulations of networks connected to the PE Platform;

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

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

7.1.7.7 attempt to penetrate security measures of the PE 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 PE 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 PE 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 PE Platform Agreement are legal, valid, and binding obligations, enforceable against the User in accordance with the terms of this PE Platform Agreement.

7.1.8.2 The User’s performance of its obligations under this PE 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 Customer Information and Other User Content

7.2.1 The parties acknowledge that the PE Platform may allow or require the User provide to TuGo Companies certain User Content, including Customer Information.

7.2.2 The User is solely responsible for all User Content, including the Customer Information. By providing, inputting, contributing, posting, publishing, uploading, disseminating or transmitting the User Content on, through, by or with the PE Platform, 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 PE Platform, 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 has been authorized by the Customer to collect, use and provide the Customer Information to TuGo Companies;

7.2.3.2 the User shall collect, use and disclose the Customer Information in accordance with: all applicable laws and regulations; any agreements between the User and the Customer; best industry practices in security; and the Agreement, this PE Platform Agreement and the TuGo Policies;

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, including the Customer Information, and the User is not prohibited from doing so under any applicable law or any contractual or fiduciary obligation;

7.2.3.4 the User has collected and provided the Customer Information to TuGo Companies using its best efforts to ensure and maintain the currency, completeness and accuracy of the Customer Information provided by the Customer to the User, and subsequently provided by the User to TuGo Companies;

7.2.3.5 the User Content, including the Customer Information, shall not contain any misrepresentations and the User Content, including the Customer Information, 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;

7.2.3.6 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; and

7.2.3.7 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, including the Customer Information.

8. PAYMENTS AND PURCHASES

8.1 Whereas the PE Platform may allow the User to purchase TuGo Products (or extensions or renewal thereof) online on behalf of a Customer, the User may be able to submit payment for TuGo Products on behalf of a Customer by way of the payment options indicated, which may include payment by the Customer’s credit card. When making such purchases on behalf of a Customer, the User will have to submit the Customer Information, including the Customer’s accurate and complete credit card or other payment information. The Customer will then be charged and obligated to pay for the TuGo Products that the User purchased on behalf of the Customer, using the payment information that the User has supplied. The Customer is responsible for paying all applicable taxes on TuGo Products that the Customer purchases.

8.2 To ensure secure transactions in processing payments, TuGo Companies will use appropriate security protocols to encrypt the Customer’s credit card or payment information, to prevent unauthorized parties from using the Customer’s credit card or payment information. While TuGo Companies makes commercially reasonable efforts to secure the Customer’s credit card or payment information pursuant to applicable laws and regulations, TuGo Companies cannot guarantee that security breaches will never occur and TuGo Companies will not be responsible or liable for any such breach or any losses arising therefrom.

8.3 Further to the Agreement, although the PE Platform can be accessed from Canada and other countries around the world, some or all products and services described on the PE Platform may not be available for purchase by persons residing in certain jurisdictions or geographical areas. TuGo Companies reserves the right, in its sole discretion, to exclude or otherwise limit the provision of any product or service to a person or entity residing in any jurisdiction or geographical area, and the User shall not provide any statement, proposal, quote, opinion, or any other information to a Customer that contradicts or otherwise misrepresents the availability of any TuGo Products. TuGo Companies does not represent or warrant that any product or service provided on the PE Platform will be available for purchase by the Customer.

8.4 The User acknowledges, covenants and agrees that the User (and not TuGo Companies) shall be responsible and liable for, and shall 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:

8.4.1 Any mishandling or unauthorized collection, use or disclosure of the Customer Information, including the Customer’s credit card or other payment information, by the User; and

8.4.2 Any errors or inaccuracies in collecting and submitting to TuGo Companies the Customer Information, including the Customer’s credit card or other payment information payment information.

9. PRIVACY POLICY

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

10. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

10.1 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 10.5. 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 PE Platform Agreement.

10.2 For further clarity, all the 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.

10.3 The User may only use the TuGo Intellectual Property pursuant to the Agreement, this PE Platform Agreement, the Other Agreements, 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 PE Platform Agreement. TuGo Companies reserves all rights not expressly granted in this PE Platform Agreement.

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

10.5 During the term of this PE 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 PE Platform to conduct Promotional Activities, on the terms and conditions set out in the Agreement, this PE Platform Agreement, the Other Agreements, and the TuGo Policies, including, without limitation, any trademark usage policy in effect from time to time.

10.6 The User shall:

10.6.1 not and shall have no rights to grant any licence and/or sublicence pertaining to the use of the PE Platform or the TuGo Intellectual Property;

10.6.2 not change or modify or create derivative works from any of the TuGo Intellectual Property or the PE Platform, except as may be expressly permitted in any other agreement 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 PE Platform, 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;

10.6.3 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;

10.6.4 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;

10.6.5 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

10.6.6 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.

10.7 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.

10.8 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.

11. INDEMNITY

11.1 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:

11.1.1 the User’s use of and access to the PE Platform, or any part thereof;

11.1.2 the User’s breach or violation of the Agreement, this PE Platform Agreement, the TuGo Policies, or any part thereof;

11.1.3 TuGo Companies enforcing any of the User’s obligations under the Agreement, this PE Platform Agreement or the TuGo Policies;

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

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

11.1.6 any claim of a Customer against TuGo Companies arising from the User’s acts, omissions, negligence, misrepresentation or improper use and disclosure of the Customer Information contrary to this PE Platform Agreement; or

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

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

12. COMPENSATION AND FRAUD

12.1 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 the TuGo Products:

12.1.1 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 which the User accepts; and

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

12.2 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):

12.2.1 the User shall not:

12.2.1.1 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;

12.2.1.2 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;

12.2.1.3 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 the TuGo Products;

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

12.2.1.5 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

12.2.2 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.

12.3 If TuGo Companies, in its sole discretion, determines that the User has violated the provisions of Section 12.2, 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 the TuGo Companies' current or potential customers, Partners, or suppliers, then, without limiting TuGo Companies' other rights and remedies:

12.3.1 TuGo Companies may (but will not be obligated to) immediately terminate this PE Platform Agreement and deactivate the User’s access to the PE 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

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

12.4 For further clarity, fraudulent activity includes but is in no way limited to the User’s violation of the provisions of Section 12.2.

12.5 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 PE Platform Agreement.

13. DISCLAIMER

13.1 TuGo Companies provides the PE Platform on an “as is” and “as available” basis.

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

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

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

13.3 The User acknowledges and agrees that the User uses the PE Platform at the User’s sole risk, and that TuGo Companies disclaims and is not responsible for, and the User discharges 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 PE Platform, or any part thereof (including, without limitation, any Content, Customer Information, or links from third parties).

13.4 To the fullest extent permissible pursuant to applicable law, TuGo Companies disclaims all warranties and representations of any kind in respect of the PE Platform (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.

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

13.5.1 that the PE Platform will meet User’s requirements;

13.5.2 that the PE Platform will be uninterrupted, timely, secure, or accurate;

13.5.3 that the PE Platform will be free from bugs, errors, viruses, Trojan horses or similar problems;

13.5.4 as to the results that may be obtained from the User’s use of the PE Platform; and

13.5.5 as to the accuracy, safety or reliability of any Content obtained from or through the PE Platform.

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

14. LIMITATION OF LIABILITY

14.1 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 this PE Platform Agreement, the TuGo Policies, or the PE Platform, 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, TuGo Companies' aggregate liability for any damages arising with respect to the Agreement, this PE Platform Agreement, or the PE Platform will not exceed the total compensation paid or payable by TuGo Companies to the User under this PE Platform Agreement and any Other Agreements, for the three (3) months immediately preceding the date when such damages are awarded.

14.2 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 PE Platform would not be provided by TuGo Companies to the User without such limitations.

15. NO LIABILITY FOR DATA STORAGE

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

15.2 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 PE Platform.

15.3 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.

15.4 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.

15.5 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.

16. TERMINATION

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

16.2 TuGo Companies may terminate this PE Platform Agreement and discontinue the User’s access to and TuGo Companies' provision of the PE Platform, or any part thereof, effectively immediately, if the User does not comply with any terms of the Agreement, this PE Platform Agreement or the TuGo Policies.

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

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

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

16.6 Should the User object to any terms and conditions of the Agreement, this PE Platform Agreement, the TuGo Policies, or any subsequent modifications thereto or become dissatisfied with the PE Platform in any way, the User’s only recourse is to immediately discontinue its use of the PE Platform.

16.7 Upon termination of this PE Platform Agreement, the User shall cease accessing and using the PE Platform, or any part thereof, and shall cease using and delete or return to TuGo Companies all the 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 Companies, the PE Platform, and the Customer.

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

16.9 Notwithstanding anything to the contrary herein, the provisions of Sections 4, 10, 11, 13 and 14 will survive any termination of this PE Platform Agreement.

17. MISCELLANEOUS

17.1 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 PE Platform.

17.2 Governing Law. This PE 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 PE Platform Agreement shall be brought solely in British Columbia.

17.3 Assignment. The User's login, password and rights under this PE 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.

17.4 Enurement. This PE 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.

17.5 No Agency. The User and TuGo Companies are independent contractors and nothing this PE 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 PE 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.

17.6 Severability. If any provision(s) of this PE 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 PE 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.

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

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

17.9 Waiver. TuGo Companies' failure to exercise or enforce any right or provision of this PE 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 PE Platform Agreement shall not constitute a waiver of any other or subsequent breach.

17.10 Limitation Period. Any cause of action of the User with respect to this PE Platform Agreement or the PE 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 13 and 14.