End User License Agreement

These User Terms and Conditions (“User Terms”) govern your (“you” or “your“) use of our online software-as-a-service platform available at www.jugo.io (the “Software”), including all user manuals, technical manuals, and any other materials provided to you, in printed, electronic, or other form, that describe the Software or its use or specifications (the “User Manual”) for use pursuant to and subject to the Terms of Service and its related exhibits (collectively, the “Agreement“) between JUGO DIGITAL LTD. (“Jugo,” “we,” “our,” or “us”) and your employer or other person or entity through whom you are accessing the Software (“Customer“).

1. INCORPORATION BY REFERENCE. Any undefined capitalized term used in the User Terms has the meaning ascribed to it in Section 1 (Definitions) of the Terms of Service.
2. ACCESS & USE GRANT. Subject to your strict compliance with these User Terms, Jugo hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Software solely in accordance with the Documentation and for Customer’s internal business purposes. The foregoing right will terminate immediately on the earlier to occur of: (a) the expiration or earlier termination of the Agreement between Jugo and Customer; or (b) your ceasing to be authorized by Customer to use the Software for any or no reason.
3. USING THE SERVICES & SUPPORT.
   • Jugo Account. You will need a Jugo account (“Account”) to access the Services. Your Account lets you sign into the Services provided by Jugo and allows you to organize events, meetings, or conferences (as an “Organizer”) and attend events, meetings, and conferences (as a “Participant”) through the Services. You and each Participant, Organizer, or other persons invited or authorized by you to access or use the Services are referred to as “Users.”
     • Creating an Account. You can create an Account by signing up online. You agree not to use any false, inaccurate, or misleading information when signing up for your Account. In certain cases, a third party, like an event Organizer or your employer, may have assigned an Account to you. If you received your Account from a third party, the third party may have additional rights over your Account, like the ability to access or delete your Account. Please review any additional terms the third party provided you, as Jugo has no responsibility regarding these additional terms. If You are entering into these Terms or creating an Account on behalf of a company, organization, or another legal entity (an “Entity”), you are agreeing to these Terms for that Entity and representing to Jugo that you have the authority to bind such Entity and its affiliates to these Terms, in which case the terms “you”, “your”, or a related term (whether capitalized or uncapitalized) herein shall refer to you and any such Entity and its affiliates. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not access nor use the Services. You cannot transfer your Account credentials to another User or entity. To protect your account, keep your account details and password confidential. You are responsible for all activity that occurs under your Account.
     • Work or School Accounts. You may sign into the Services with a work or school email address. If you do, you agree that the owner of the domain associated with your email address may be notified of the existence of your Account and its associated subscriptions, control and administer your Account, and access and process your Customer Content, including the contents of your communications and files, and that Jugo may notify the owner of the domain if the Account or Customer Content is compromised. You further agree that your use of the Services may be subject to the agreements Jugo has with you or your organization and these Terms may not apply. If you already have an Account and you use a separate work or school email address to access Services covered under these Terms, you may be prompted to update the email address associated with your Account to continue accessing such Services.
     • Account Use. You must use your Account to keep it active. If you do not sign in during this time, we will assume your Account is inactive and will close it for you. Please see below for the consequences of a closed Account. If we suspect that your Account is at risk of being used by a third party fraudulently (for example, because of an account compromise), Jugo may suspend your Account until you can reclaim ownership. Based on the nature of the compromise, we may be required to disable access to Customer Content or a portion thereof. If you are having trouble accessing your Account, please contact us at ___________________jugo.io.
     • Kids and Accounts. By creating an Account or using the Services, you accept and agree to be bound by these Terms and represent that you have either reached the age of “majority” where you live, or your parent or legal guardian agrees to be bound by these Terms on your behalf. If you do not know whether you have reached the age of majority where you live, or do not understand this section, please ask your parent or legal guardian for help. If you are the parent or legal guardian of a minor, you and the minor accept and agree to be bound by these Terms and are responsible for all use of the Account or Services.
     • Closing Your Account. You can request to close your Account at any time and for any reason. To close your Account, please contact us at privacy@jugo.io. If your Account is closed (whether by you or us), (i) your right to use the Account to access the Services stops immediately; and (ii) we will delete Customer Content or Customer Content associated with your Account or will otherwise disassociate it from you and your Account (unless we are required by law to keep it, return it, or transfer it to you or a third party identified by you). You should have a regular backup plan as Jugo will not be able to retrieve Customer Content or Customer Content once your Account is closed.
   • Additional Equipment/Data Plans. To use the Services, you will need an internet connection and/or data/cellular plan. You might also need additional equipment, like a headset, camera, or microphone. Providing all connections, plans, and equipment needed to use the Services and for paying the fees charged by the provider(s) of your connections, plans, and equipment is your responsibility. Those fees are in addition to any fees you pay us for the Services, and we will not reimburse you for such fees. Check with your provider(s) to determine if there are any such fees that may apply to you. Your ability to access and use the Services may be affected by the performance of these factors, which are beyond the control of Yugo. You acknowledge and agree that such system requirements, which may be changed from time to time, are also your responsibility.
   • Responsibilities. When you upload, store, broadcast, or otherwise share Customer Content through the Services, you understand that other Users and persons may be able to, on a worldwide basis, use, save, record, reproduce, broadcast, transmit, share, and display Customer Content for the purpose that you made Customer Content available on the Services without compensating you. If you do not want others to have that ability, do not use the Services to share Customer Content. You represent and warrant that for the duration of this Agreement, you have (and will have) all the rights necessary for Customer Content you upload, store, or share on or through the Services and that the collection, use, and retention of Customer Content will not violate any law or rights of others. You are responsible for Customer Content that you upload, store, or share, and you assume all risks associated with the same, including reliance on its quality, accuracy, reliability, appropriateness, or any disclosure that makes you or anyone else personally identifiable. We may reject or remove Customer Content (such as content that violate these User Terms or applicable law), but we have no obligation to do so. If you believe a third party is infringing your Intellectual Property Rights, see contact us at privacy@jugo.io.
   • Privacy. Your privacy is important to us. Please read the Jugo Privacy Policy as it describes the types of Resultant Data, and other information, we collect from you and your devices, how we use the same, and the legal bases we have to process such information. The Privacy Policy also describes how Jugo uses Customer Content. Where processing is based on consent and to the extent permitted by law, by agreeing to these User Terms you consent to Jugo’s collection, use, and disclosure of Customer Content and other information as described in our Privacy Policy.
4. USE RESTRICTIONS.
   • You shall not, directly or indirectly:
     • Use the Software or Documentation except as set forth in Section 2.
     • Copy the Software or Documentation, in whole or in part.
     • Modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software or any part thereof.
     • Combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs.
     • Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof.
     • Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices included on or in the Software or Documentation, including any copy thereof.
     • Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the Software or any features or functionality of the Software, for any reason, to any other person or entity, including any subcontractor, independent contractor, affiliate, or service provider of Customer, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service.
     • Use the Software or Documentation in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including: (a) power generation systems; (b) aircraft navigation or communication systems, air traffic control systems, or any other transport management systems; (c) safety-critical applications, including medical or life-support systems, vehicle operation applications, or any police, fire, or other safety response systems; and (d) military or aerospace applications, weapons systems, or environments.
     • Use the Software or Documentation in violation of any law, regulation, or rule.
     • Use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is to Jugo’s commercial disadvantage.
     • Use the Software to: (a) engage in any activity that exploits, harms, or threatens to harm children; or to publicly display or to share inappropriate content or material (involving, for example, nudity, bestiality, pornography, offensive language, graphic violence, or criminal activity); (b) send spam or engage in phishing. For purposes of these User Terms, spam is unwanted or unsolicited bulk email, postings, contact requests, SMS (text messages), instant messages, or similar electronic communications; and phishing is sending emails or other electronic communications to fraudulently or unlawfully induce recipients to reveal personal or sensitive information, such as passwords, dates of birth, Social Security numbers, passport numbers, credit card information, financial information, or other sensitive information, or to gain access to accounts or records, exfiltration of documents or other sensitive information, payment and/or financial benefit; (c) engage in activity that is fraudulent, false, or misleading (e.g., asking for money under false pretenses, impersonating someone else, manipulating the Software to increase engagement count, or affect rankings, ratings, or comments); (d) engage in activity that is harmful to you, the Software, or others (g., transmitting viruses, stalking, posting terrorist or violent extremist content, communicating hate speech, or advocating violence against others); (e) infringe upon the intellectual property, privacy, or other legal rights of others (e.g., unauthorized sharing of copyrighted materials); or (f) help others break these rules.
   • User Credentials. You will (a) carefully store your User Credentials and any security tokens or links, and protect them from unauthorized access; (b) not gain access to the Services by any means other than through your User Credentials, Account, or other means permitted by us or Customer; (c) not circumvent or disclose the authentication or security of your Account, the Software or any host, network, or account related to the Software; or (d) not use a false identity or credentials of another person to gain access to your Account, the Software, or the Services;. We may suspend or terminate you User Credentials if we determine in our reasonable discretion that such action is necessary.
   • Enforcement. If you violate these User Terms, we may stop providing you with access to the Software or we may close your Account. Additionally, we may block delivery of a communication (like email, file sharing or instant message) to or from the Software to enforce these User Terms or we may remove or refuse to publish Customer Content for any reason. When investigating alleged violations of these User Terms, Jugo reserves the right to review Customer Content to resolve the issue. However, we cannot monitor every customer or Users’ use of the Software and make no attempt to do so.
   • Compliance Measures. The Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against use of the Software: (a) beyond the scope of the rights granted pursuant to Section 2; or (b) prohibited under Section 4. You shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.
5. COLLECTION AND USE OF INFORMATION. We may, directly or indirectly through the services of others, collect and store information regarding use of the Software and about equipment on which the Software is installed or through which it otherwise is accessed and used, by means of (a) providing maintenance and support services; and (b) security measures included in the Software as described in Section 4.3 and in the Agreement. You agree that we may use such information for any purpose related to any use of the Software by you, including but not limited to: (x) improving the performance of the Software or developing updates; and (y) verifying compliance with the terms of these User Terms or the Agreement; and (z) enforcing our Intellectual Property Rights or any other legal right we or a third party may have in the Software, Services, or any Third-Party App and Services.
6. INTELLECTUAL PROPERTY RIGHTS. You acknowledge that the Software is provided under a grant of right to access and use, and not sold, to you. You do not acquire any ownership interest in the Software under these User Terms, or any other rights to the Software other than to access and use the Software in accordance with the rights granted under these User Terms and the Agreement, subject to all terms, conditions, and restrictions contained therein. Jugo and our licensors and service providers reserve and will retain their entire right, title, and interest in and to the Software and all Intellectual Property Rights arising out of or relating to the Software, subject to the rights expressly granted in these User Terms and Agreement. You will use commercially reasonable efforts to safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.
7. DISCLAIMER OF LIABILITY AND WARRANTIES.
   • DISCLAIMER OF LIABILITY. IN NO EVENT WILL JUGO OR OUR AFFILIATES, OR ANY OF OUR OR THEIR RESPECTIVE RESELLERS, DISTRIBUTORS, LICENSORS, OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE. YOU ARE PROVIDED THE SOFTWARE PURSUANT TO THE AGREEMENT BETWEEN JUGO AND CUSTOMER, SOLELY FOR THE BENEFIT OF CUSTOMER AND AT CUSTOMER’S DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THAT AGREEMENT INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY JUGO OR OUR AFFILIATES, OR ANY OF OUR OR THEIR RESPECTIVE RESELLERS, DISTRIBUTORS, LICENSORS, OR SERVICE PROVIDERS, MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE SOFTWARE WILL BE SOLELY TO CUSTOMER PURSUANT TO THAT AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.
   • DISCLAIMER OF WARRANTIES. JUGO, AND OUR AFFILIATES, AND OUR OR THEIR RESPECTIVE RESELLERS, DISTRIBUTORS, LICENSORS, OR SERVICE PROVIDERS RESELLERS, DISTRIBUTORS, AND SERVICE PROVIDERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF THE SOFTWARE. YOU UNDERSTAND THAT USE OF THE SOFTWARE IS AT YOUR OWN RISK AND THAT WE PROVIDE THE SOFTWARE ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE.” YOU BEAR THE ENTIRE RISK OF USING THE SOFTWARE. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, WE EXCLUDE ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT. YOU MAY HAVE CERTAIN RIGHTS UNDER APPLICABLE LAW, AND NOTHING IN THESE USER TERMS IS INTENDED TO AFFECT THOSE RIGHTS, IF, AND TO THE EXTENT, THEY ARE APPLICABLE.
   • LIMITATION OF LIABILITY. To the extent a court of competent jurisdiction finds Section 7.1 and/or Section 7.2 inapplicable or unenforceable and concludes you have a basis for recovering damages (including breach of these Users Terms), to the maximum extent permitted by applicable law, you agree that your exclusive remedy is to recover, from Jugo or our Affiliates, and our or their respective resellers, distributors, licensors, or service providers direct damages not to exceed $500 (USD) (or for a Preview ($10.00 (USD). You cannot recover any other damages or losses, including direct, consequential, lost profits, special, indirect, incidental, or punitive.
   • Limitation Effects. The limitations and exclusions stated in this Section apply even if this remedy does not fully compensate you for any losses or fails of its essential purpose or if we knew or should have known about the possibility of the damages. To the maximum extent permitted by law, these limitations and exclusions apply to any transaction or interaction we have with you in connection with or relating to these User Terms, our provision and your use of the Software, or any other transaction or interaction we may have concerning or involving you under the Agreement.
8. INDEMNIFICATION. You agree to indemnify, defend, and hold harmless Jugo and our Affiliates, resellers, distributors, licensors, and service providers, and our and their respective officers, directors, employees, consultants, agents, suppliers, and resellers from any and all third-party claims, liability, damages and/or costs (including, but not limited to, attorneys’ fees) arising from your use of the Services, your violation of these Terms or the infringement or violation by you or any other User of your Account, of any intellectual property or other right of any person or entity or applicable law.
9. BINDING ARBITRATION AND CLASS ACTION WAIVER IF YOU LIVE IN (OR, IF A BUSINESS, YOUR PRINCIPAL PLACE OF BUSINESS IS IN) THE UNITED STATES. We hope we never have a dispute, but if we do, you and we agree to try for 60 days to resolve it informally. If we cannot, you and we agree to binding individual arbitration before the American Arbitration Association (“AAA”) under the Federal Arbitration Act (“FAA”), and not to sue in court in front of a judge or jury. Instead, a neutral arbitrator will decide, and the arbitrator’s decision will be final except for a limited right of review under the FAA. Class action lawsuits, class-wide arbitrations, private attorney-general actions, and any other proceeding where someone acts in a representative capacity are not allowed. Nor is combining individual proceedings without the consent of all parties. “We,” “our,” and “us” includes Jugo, and Jugo’s affiliates.
   • Disputes Covered—Everything Except IP. The term “dispute” is as broad as it can be. It includes any claim or controversy between you and us concerning the Services, the software related to the Services, the Services’ or software’s price, your Account, advertising, marketing, communications, your purchase transaction, billing, or these Terms, under any legal theory including contract, warranty, tort, statute, or regulation, except disputes relating to the enforcement or validity of your, your licensors’, our, or our licensors’ Intellectual Property Rights.
   • Mail a Notice of Dispute. If you have a dispute and our customer service representatives cannot resolve it, send a Notice of Dispute to Jugo Limited Queens square House, 18-21 Queens square, Bristol, BS1 4NH Tell us your name, address, how to contact you, what the problem is, and what you want. We will do the same if we have a dispute with you. After 60 days, you or we may start an arbitration if the dispute is unresolved.