Background

Terms of Service

Jugo is committed to ensuring absolute transparency across its service delivery, user experience and terms of service. You can find Jugo’s supporting documentation as follows:

Cookie Policy

Data Processing Addendum (DPA)

End User License Agreement

Master Terms of Service

This is a legal agreement between the person or organization (“Customer” or “you”) agreeing to these Terms of Service (“Terms”) and JUGO DIGITAL LTD. (“Jugo,” “our,” “us,” or “we”). By signing an Order, or using the Services, you represent that you are of legal age and have the authority to bind the Customer to: (i) the Order; (ii) these Terms (available at https://jugo.io/terms-of-service/ ); and (iii) the Data Processing Agreement (available at https://jugo.io/data-processing-addendum/), in each case, as applicable (collectively the “Agreement”).

  1. When we refer in this Agreement to:
    • 1.1. “Account,” we mean an online account with Jugo that each User must register for prior to being able to access the Services.
    • 1.2. “Affiliate” or “Affiliates,” we mean any other person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, by a party. The term “control” (including the terms “controlled by” and “under common control with”) means the direct or indirect power to direct or cause the direction of the management and policies of a person, whether through ownership of more than fifty percent (50%) of the voting interests of a person or by written agreement.
    • 1.3. “Confidential Information,” we mean information that a party (as the “Disclosing Party”) provides or makes available about its business affairs, products, pricing, confidential intellectual property, encryption keys, API keys, trade secrets, third-party confidential information, and other sensitive or proprietary information in written or electronic form or media, whether or not marked, designated or otherwise identified as “confidential” to the other party (as the “Receiving Party”) in connection with the Agreement. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain, (b) known to the Receiving Party at the time of disclosure, (c) rightfully obtained by the Receiving Party on a non-confidential basis from a third-party, or (d) independently developed by the Receiving Party.
    • 1.4. “Customer,” “you,” or “your,” we mean the person or entity identified in an Order.
    • 1.5. “Customer Content,” we mean any information, data, and other content that is submitted, posted, or otherwise transmitted by or on behalf of you to or through the Service. Customer Content does not include Resultant Data or information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags we incorporate into our Service or otherwise collected through the Service.
    • 1.6. “Documentation,” we mean any related technical or non-technical manuals, instructions, or other documents or materials made available by us to you describing the functionality, components, features, or requirements of the Services, including information pertaining to the installation, configuration, integration, operation, availability, or maintenance of such Services.
    • 1.7. “Fees,” we mean the charges, costs, and other amounts you pay to access, use, or receive our Services.
    • 1.8. “Feedback,” we mean feedback, suggestions, or contributions regarding the Solutions provided to us by you or your Users.
    • 1.9. “Intellectual Property Rights,” we mean any patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how, and all other intellectual property or proprietary rights that: (a) we have in the Jugo Content; (b) you have in the Customer Content; or (c) a third-party has in a Third-Party Apps and Services.
    • 1.10. “Jugo,” “we,” “us,” or “our,” we mean Jugo Digital Ltd., a United Kingdom private limited company.
    • 1.11. “Jugo Content,” we mean the Services, Feedback, Preview, Marks, and all other information, materials, content, technical specifications, audio/visual/digital images and representations, methods, software, or other technologies (including our and our service providers information technology infrastructure), that are provided or used by us, our Affiliates, or service providers in connection with the Services. For avoidance of doubt, Jugo Content may include Resultant Data, but does not include Customer Content.
    • 1.12. “Order,” we mean a written and signed ordering document specifying the Services to be provided hereunder that is entered into between you and us or any of our Affiliates, including any addenda and supplements thereto.
    • 1.13. “Organizer,” we mean the business or person that organizes events, meetings, and conferences using the Services.
    • 1.14. “Participant,” we mean the User that attends or are permitted by you to attend events, meetings, and conferences through the Services.
    • 1.15. “Personal Data,” we mean any information contained in the Customer Content relating to an identified or identifiable individual and is protected similarly as personal data or personally identifiable information under applicable Data Protection Law.
    • 1.16. “Preview,” we mean access to and use of the Service (or a portion thereof) on an unpaid or trial basis, which may or may not be classified as a “Free” or “Trial” or “Beta” version.
    • 1.17. “Professional Services,” we mean professional services provided to you by us, which may include design and development, customization or data or other integration, data analysis or optimization, or other consulting services specified under an Order). Such Professional Services are subject to the Professional Services Terms and Conditions.
    • 1.18. “Resultant Data,” we mean data and information related to Customer’s use of the Services that is used by us in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
    • 1.19. “Security Measures,” we mean, as to the Services, the information security policies and programs we have implemented, and will maintain throughout the Subscription Term, based on and consistent with industry guidelines and all applicable statutes, rules or regulations, that include commercially reasonable administrative, physical and technical safeguards designed to (a) protect the privacy, confidentiality, integrity, and availability against any reasonably foreseeable threats or hazards to the Customer Content and (b) reasonably protect against accidental, unlawful, or unauthorized access, disclosure, or use of such Customer Content.
    • 1.20. “Services,” we mean (a) our web-based and mobile subscription-based, applications, tools, and offerings that are (i) developed, operated, and maintained by us, accessible via https://www._________________ or another designated URL, and (ii) any ancillary products and services that we provide to you provided by or through us (including any upgrades and updates thereto made commercially available by us to similar customers at no charge) and (b) ordered by you under an Order. Services, unless stated otherwise, include Documentation but do not include a Preview or Third-Party Apps and Services.
    • 1.21. “Taxes,” we mean taxes, levies, duties, or similar governmental assessments of any nature, including, for example, any sales, use, GST, value-added, withholding, or similar taxes, whether domestic or foreign, or assessed by any jurisdiction, but excluding any taxes based on net income, property, or employees of Jugo.
    • 1.22. “Third-Party Apps and Services,” we mean products, services, websites, links, content, material, integrations, bots, and applications from independent third parties (companies or people who are not Jugo), which host, interoperate, integrate, or otherwise work with or are used in connection with our Services.
    • 1.23. “Usage Level,” we mean the aggregate number of User hours that you have purchased on a per month basis as stated in an applicable Order.
    • 1.24. “User” or “Users,” we mean you and your Organizers, Participants, and other individuals (such as employees or consultants) that you authorize or allow to access or use the Services. For avoidance of doubt, the number of Users permitted pursuant to an Order is unlimited.
    • 1.25. “User Credentials,” we mean means any username, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an individual’s identity and authorization to access and use the Services.
  2.  SERVICES.
    • 2.1. Access and Use. We agree, during the Subscription Term, that we (or our affiliates or service providers) will provide you and your Users access to and use of the Services (and standard updates to the Service that are made available by Jugo to its customers at no charge) as described in the applicable Order. For the avoidance of doubt, any meetings, conferences, or other events hosted using the Services are organized and administered by you or an Organizer designated by you, not Jugo. We provide the Services as a third-party service provider to facilitate your or an Organizer’s conducting of an such meeting, conference, or other event. Notwithstanding the generality of the above, you and your Users access to and use of the Services are conditioned on: (a) accessing and using the Services (i) In accordance with applicable law and as specified in this Agreement, including, but not limited to, the Usage Level stated in your Order; and (ii) for your internal business purposes only; and (b) your acknowledgment and agreement that you are responsible for your and your Users’ use of the Services, including, but not limited to, ensuring that: (i) each User is aware of and agrees to the User Terms and Conditions before accessing or using the Services; and (ii) you and your Users comply with your and your Users’ respective obligations under this Agreement and the User Terms and Conditions. For avoidance of doubt, Jugo assumes no responsibility or liability for your or your Users’ violations of this Agreement, the User Terms and Conditions, or applicable law in connection with the accessing or using of the Services.
    • 2.2. Control of Services and Systems. Except as otherwise expressly provided in this Agreement, as between the parties: (a) Jugo has and will retain sole control over the operation, provision, maintenance, and management of the Services and Jugo Content; and (b) Customer has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the Customer Systems (as defined below), and sole responsibility for all access to and use of the Services and Jugo Content by any User or other person by or through the Customer Systems or any other means controlled by Customer or any User, including any: (i) information, instructions, or materials provided by any of them to the Services or Jugo; (ii) results obtained from any use of the Services or Jugo Content; and (iii) conclusions, decisions, or actions based on such use.
    • 2.3.Third-Party Apps and Services. The Services may allow you to access, acquire, or interact with Third-Party Apps and Services to include allowing you to store Customer Content with the publisher, provider, or operator of the Third-Party Apps and Services. The Third-Party Apps and Services may present you with a privacy policy or require you to accept their terms before you can install or use the Third-Party App or Service. You should review the third-party terms and privacy policies before acquiring, using, requesting, or linking your Account to any Third-Party Apps and Services. Any third-party terms do not modify this Agreement. You are responsible for your and your Users dealings with third parties. Jugo does not license any intellectual property to you as part of any Third-Party Apps and Services and is not responsible or liable to you or others for information or services provided by any Third-Party Apps and Services.
    • 2.4. Services Upgrades. Sometimes you will need technical updates to keep using the Services. We may automatically check your version of the software supporting the Services and download updates or configuration changes. You may also be required to update the software to continue using the Services. Such updates are subject to this Agreement unless other terms accompany the updates, in which case, those other terms apply. Jugo is not obligated to make any updates available, and we do not guarantee that we will support the version of the system or device for which you used the Services previously. There may be times when we need to remove or change features or functionality of the Services or stop providing certain features of the Services or access to Third-Party Apps and Services altogether. We may release the Services or their features as a Preview, which may not work correctly or in the same way the final version may work. We will not materially reduce the core functionality (as set forth in the Documentation) or discontinue any Services without providing prior notice.
    • 2.5. Service Availability. The Services, Third-Party Apps and Services, materials, or products offered through the Services may: (a) be unavailable from time to time; (b) be offered for a limited time; or (c) vary depending on your region or device. If you change the location associated with your Account, you may need to re-acquire the material or applications that were available to you in your previous region. We strive to keep the Services up and running; however, all online services suffer occasional disruptions and outages, and Jugo is not liable for any disruption or loss you may suffer as a result. In the event of an outage, you may not be able to retrieve Customer Content that you have stored. We recommend that you regularly backup Customer Content that you store on the Services or store using Third-Party Apps and Services.
    • 2.6. Usage Level. Your Order sets forth Fees for a designated Usage Level, beginning with the Fees payable by Customer for the Usage Level in effect as of the Effective Date. Jugo will use commercially reasonable efforts to notify Customer in writing if Customer has reached eighty percent (80%) of your then current Usage Level and you may increase you Usage Level and corresponding Fee obligations in accordance with the applicable Order. If you exceed your Usage Level for any relevant period, you will also pay to us the applicable excess usage and storage Fees set forth in the Order. You acknowledge that exceeding your then-current Usage Level may result in Services degradation for you and Jugo’s other customers and you agree that Jugo has no obligation to permit you to exceed your then-current Usage Level.
    • 2.7. Support. The Services include Jugo’s standard customer support services (“Support Services“) at the support levels Customer purchases as reflected in an Order.
    • 2.8. Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, Jugo Content, or Third-Party Apps and Services, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services, the Jugo Content, and the Third-Party Apps and Services are and will remain with Jugo and the respective rights holders in the Third-Party Apps and Services.
    • 2.9. Suspension of Services. We may, directly or indirectly, suspend or otherwise deny Customer’s, any User’s, or any other person’s access to or use of all or any part of the Services, without incurring any resulting obligation or liability, if: (a) we receive a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires us to do so; or (b) we believe, in its good faith and reasonable discretion, that: (i) Customer or any User has failed to comply with any material term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any material instruction or requirement of the Documentation; (ii) Customer or any User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services; or (iii) this Agreement expires or is terminated. This Section 2.8 does not limit any of Jugo’s other rights or remedies, whether at law, in equity, or under this Agreement.
  3. YOUR OBLIGATIONS; USE RESTRICTIONS; SERVICES USAGE.
    • 3.1. Use Restrictions. You agree that you will not use, and will not permit any User to use, the Services to: (a) modify, disassemble, decompile, prepare derivative works of, reverse engineer or otherwise attempt to gain access to the source code of the Services; (b) knowingly or negligently use the Services in a way that abuses, interferes with, or disrupts our networks, your accounts, or the Services; (c) engage in activity that is illegal, fraudulent, false, or misleading, (d) transmit through the Services any material that may infringe the intellectual property or other rights of others; (e) build or benchmark a competitive product or service, or copy any features, functions or graphics of the Services; (f) use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the Intellectual Property Rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation; (g) upload or transmit any software, User Content or code that does or is intended to harm, disable, destroy or adversely affect performance of the Services in any way or which does or is intended to harm or extract information or data from other hardware, software or networks of Jugo or other users of Services; (i) engage in any activity or use the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, or any servers or networks connected to the Services or Jugo’s security systems; (j) access, collect, harvest or modify any information, content or data related to the Services using any robot, spider, scraper or other automated means or any manual process for any purpose, or attempt to decipher any transmissions to or from the servers running Jugo; or (k) generate income from the Services or use the Services for the development, production, or marketing of a service or product substantially similar to the Services. If you become aware of any violation of this Section or other provisions of this Agreement, please immediately contact Jugo at ________@jugo.io.
    • 3.2. Your Obligations. Notwithstanding the generality of Section 3.1 or Section 3.2, Customer has and will retain sole responsibility for: (a) all Customer Content, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Customer or any User in connection with the Services; (c) Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services (“Customer Systems“); (d) the security and use of Customer’s and its Users’ access credentials (g., User Credentials); and (e) all access to and use of the Services and Jugo Content directly or indirectly by or through the Customer Systems or its or its Users’ User Credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.
    • 3.3. Security.
      • 3.3.1 Security Requirements. You will employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all User Credentials and protect against any unauthorized access to or use of the Services; (b) ensure that each User Credential consists of a unique username (typically a User’s email address) and password that meets industry best practices as to length and complexity to mitigate malicious access to the Services; and (c) even though we reserve the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse, or remove Customer Content that violates this Agreement, or any applicable policies, laws, or regulations, control the content and use of Customer Content, including the uploading or other provision of Customer Content for processing by the Services.
      • 3.3.2 Data Backup. The Services do not replace the need for you to maintain regular data backups or redundant data archives. We have no obligation or liability for any loss, alteration, destruction, damage, corruption, or recovery of Customer Content outside of implementing and maintaining the Security Measure during the Subscription Term.
  1. ORDERS, FEES, AND PAYMENT.
    • 4.1. Orders. Each Order shall be treated as a separate and independent Order. This Agreement is effective as of the date payment is received by Jugo for the Services referenced in an applicable Order (the “Effective Date”). To be clear, your access to and use of the Services (excluding any Preview) will not begin until your payment of the initial Fees due as stated in your Order. Acceptance of your Order may be subject to our verification and credit approval process.
    • 4.2. Fees and Payment. You will pay all applicable, undisputed Fees for the Services in the amount and manner set forth in the Order in accordance with this Section 4 and each applicable Order.
    • 4.3. Taxes and Withholding. You are responsible for all applicable sales, services, value-added, goods and services, withholding, tariffs, Universal Services Fund (USF) fees or any other similar fees as may be applicable in the location in which the Services are being provided and similar taxes or fees (collectively, “Taxes”) imposed by any government entity or collecting agency based on the Services, except those Taxes based on our net income, or Taxes for which you have provided an exemption certificate. In all cases, you will pay the amounts due under this Agreement to us in full without any right of set-off or deduction.
  2. TERM AND TERMINATION.
    • 5.1. Term. The initial term for recurring, subscription-based Services will be as specified on an Order (“Initial Term”) and begins on the Effective Date. After the Initial Term, the Services will, unless otherwise specified in the Order, automatically renew for additional twelve (12) month periods (“Renewal Terms,” together with Initial Term, the “Subscription Term”), unless either party provides notice of non-renewal at least thirty (30) days before the current term expires. The Subscription Term for a Preview will be the period during which you have an account to access the Preview, and Professional Services, if recurring, will be subject to this Section 4.1; otherwise, such Professional Services will terminate in accordance with the Order.
    • 5.2. Termination for Cause. Either party may terminate the Agreement (a) if the other party breaches its material obligations and fails to cure within thirty (30) days of receipt of written notice, or (b) where permitted by applicable law, if the other party becomes insolvent or bankrupt, liquidated or is dissolved, or ceases substantially all of its business.
    • 5.3. Effect of Termination. If the Agreement or any Services are terminated, you will immediately discontinue all use of the terminated Services, except that upon request, we will provide you with limited access to the Services for a period not to exceed thirty (30) days, solely to enable you to retrieve Customer Content from the Services. We have no obligation to maintain Customer Content after that period. To the extent permitted by applicable law, neither party will be liable for any damages resulting from termination of the Agreement, and termination will not affect any claim arising prior to the effective termination date. If we discontinue Services or materially reduce the core functionality in accordance with Section 2.4 above, the related Order will be terminated, and we will provide you with a pro rata refund of any prepaid, unused Fees. You agree to pay for any use of the Services past the date of expiration or termination.
    • 5.4. Survival. The provisions of this Section 5.4 (Survival) along with Section 1 (Definitions); Section 2.8 (Reservation of Rights); Section 3.2 (Your Obligations); Section 4.2 (Fees & Payment); Section 4.3 (Taxes and Withholding); Section 5.3 (Effect of Termination); Section 6 (Intellectual Property and Other Proprietary Rights); Section 7 (Confidentiality); Section 8 (Disclaimer of Warranties); Section 9 (Indemnification); Section 10 (Limitation of Liability); Section 12 (Recording); and Section 13 (Miscellaneous) will survive the expiration or termination of this Agreement.
  3. INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS.
    • 6.1. Customer Content.
      • 6.1.1. Ownership. You retain all rights (including any Intellectual Property Rights) to the Customer Content, and we do not claim ownership of Customer Content. We may use, modify, reproduce, and distribute Customer Content to the extent necessary to: (a) provide the Services to you and your Users; (b) protect you and safeguard the Services; and (c) improve Jugo’s products and services.
      • 6.1.2. License Grant. You grant to Jugo a worldwide and royalty-free intellectual property license to use Customer Content, for example, to make copies of, retain, transmit, reformat, display, and distribute via communication tools Customer Content on the Services. If you publish Customer Content in areas of the Service where it is available broadly online without restrictions, Customer Content may appear in demonstrations or materials that promote the Services. We may further analyze Customer Content, to combine Customer Content with Jugo Content or other data owned or possessed by Jugo, and to use Customer Content for our business or commercial purposes, by generating Resultant Data. To the extent such Customer Content is collected and used in creating Resultant Data, we will whenever possible use such Customer Content in an aggregated or anonymized manner so as not to identify you or any User. This may not be possible when responding to User support requests or other instances where we need to know the identity of the User to effectively provide the Services.
      • 6.1.3. Privacy and Security. We maintain a global privacy and security program designed to protect Customer Content and any associated Personal Data we may process on your behalf. You can review our Data Processing Agreement and other information security and privacy disclosures at https://www.__________________, to include specific information about our Security Measures. When providing our Services, we function as a data processor, service provider, or the equivalent construct.
    • 6.2. Jugo Content. The Services include content that belongs to Jugo — for example, many of the visual illustrations you during an event. You may use Jugo Content as allowed by these Terms, but we retain any Intellectual Property Rights that we have in the Jugo Content and Jugo® and Jugo’s other product and service names, trademarks, service marks, branding and logos made available for use in connection with the Services pursuant to this Agreement (“Marks”). Do not remove, obscure, or alter any of our branding, logos, legal notices, or Marks. If you want to use our branding, logos, or Marks, please contact us at __________jugo.io. For clarity, Jugo Content includes Feedback and Resultant Data. Subject to the limited rights expressly provided herein, nothing in this Agreement transfers or assigns to you any of Jugo’s Intellectual Property Rights in the Jugo Content or the respective Intellectual Property Rights in any content of other subscribers or end-users of the Services. Jugo expressly reserves all such rights.
    • 6.3. Feedback. If you give to Jugo any idea, proposal, suggestion or feedback, including without limitation ideas for new products, technologies, promotions, product names, product feedback and product improvements (“Feedback“), you give to Jugo, without charge, royalties or other obligation to you, the right to make, have made, create derivative works, use, share and commercialize your Feedback in any way and for any purpose. You will not give Feedback that is subject to a license that requires Jugo to license its software, technologies, or documentation to any third party because Jugo includes your Feedback in them.
  4. CONFIDENTIALITY.
    • 7.1. Confidential Information. In connection with this Agreement each party (as the “Disclosing Party“) may disclose or make available Confidential Information to the other party (as the “Receiving Party“). Subject to this Section, “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as “confidential.” Without limiting the foregoing: the financial terms of this Agreement and Jugo Content are the Confidential Information of Jugo. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
    • 7.2. Safeguarding of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party will for three (3) years following the expiration or termination of this Agreement: (a) except as may be permitted by and subject to its compliance with this Section, not disclose or permit access to Confidential Information other than to its representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section 6; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section; and (b) safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care. Notwithstanding any other provisions of this Agreement, the Receiving Party’s obligations under this Section 6 with respect to any Confidential Information that constitutes a trade secret under any applicable law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable Laws other than as a result of any act or omission of the Receiving Party or any of its Representatives.
    • 7.3. Compelled Disclosures. If the Receiving Party or any of its representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Receiving Party will: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under this Section; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party will disclose only that portion of the Confidential Information that, on the advice of the Receiving Party’s outside legal counsel, the Receiving Party is legally required to disclose.
  5. DISCLAIMER OF WARRANTIES. JUGO, AND OUR AFFILIATES, RESELLERS, DISTRIBUTORS, AND VENDORS, MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF THE SERVICES OR JUGO CONTENT. YOU UNDERSTAND THAT USE OF THE SERVICES IS AT YOUR OWN RISK AND THAT WE PROVIDE THE SAME ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE.” YOU BEAR THE ENTIRE RISK OF USING THE SERVICES. JUGO DOES NOT GUARANTEE THE ACCURACY OR TIMELINESS OF THE SERVICES. TO THE EXTENT PERMITTED UNDER YOUR LOCAL 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 YOUR LOCAL LAW. NOTHING IN THESE TERMS IS INTENDED TO AFFECT THOSE RIGHTS, IF THEY ARE APPLICABLE. YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME OCCUR. WE DO NOT GUARANTEE THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT CONTENT LOSS WON’T OCCUR, NOR DO WE GUARANTEE ANY CONNECTION TO OR TRANSMISSION FROM THE COMPUTER NETWORKS.
  6. INDEMNIFICATION. You agree to indemnify, defend, and hold harmless Jugo, its affiliates, 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: (a) violations of your or your Users’ obligations under Section 3; and (b) allegations that the Customer Content (i) infringes a third-party’s Intellectual Property Right or (ii) when used with the Services or as contemplated under this Agreement violates applicable law.
  7. LIMITATION OF LIABILITY. IF YOU HAVE ANY BASIS FOR RECOVERING DAMAGES (INCLUDING BREACH OF THIS AGREEMENT), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT YOUR EXCLUSIVE REMEDY IS TO RECOVER, FROM JUGO OR ANY AFFILIATES, RESELLERS, DISTRIBUTORS, THIRD-PARTY APPS AND SERVICE PROVIDERS, AND VENDORS, DIRECT DAMAGES UP TO AN AMOUNT EQUAL TO ANY FEES FOR YOUR SERVICES FOR THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM (OR UP TO $10.00 (USD) FOR PREVIEW). YOU CANNOT RECOVER ANY OTHER DAMAGES OR LOSSES, INCLUDING DIRECT, CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE. These limitations and exclusions 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 claims related to this Agreement, the Jugo Content, or our provision of the Services or performance under this Agreement.
  8. PREVIEW. We may, from time to time, offer access to a Preview for you or your Users use. Access to and use of Preview may be subject to additional agreements. As a Preview typically is a service or feature under development it may contain bugs, errors, or other defects. Jugo makes no representations that any Preview will ever be made commercially available and reserves the right to discontinue or modify any Preview at any time without notice. Preview are provided AS IS and AS AVAILABLE, may contain bugs, errors, or other defects, and your or your Users’ use of Preview is at your or your Users’ sole risk. The Subscription Term for Preview will be the period during which we provide you with access to the Preview.
  9. Certain features of the Services provide functionality that allows you to record audio and data shared during events. You, as opposed to Jugo, are responsible for complying with all applicable laws in the relevant jurisdictions when using any recording functionality. Jugo disclaims all liability for your recording of audio or shared data, and you agree to hold us harmless from damages or liabilities related to the recording of any audio or data.
  10. MISCELLANEOUS.
    • 13.1. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
    • 13.2. Interpretation. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.
    • 13.3. Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
    • 13.4. Entire Agreement. This Agreement, together with any applicable Orders and any other documents expressly incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of these Terms, an applicable Order and any other documents incorporated herein by reference, along with any related exhibits, schedules, attachments, and appendices (other than an exception expressly set forth as such therein), the following order of precedence governs: (a) first, the Order, excluding its exhibits, schedules, attachments, and appendices; (b) second, these Terms; (c) third, the User Service Terms and Conditions (as to a User’s use of our online Services); and (d) any other documents incorporated herein by reference.
    • 13.5. Assignment. Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Jugo’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. No assignment, delegation, or transfer will relieve Customer of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 13.5 is void. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns.
    • 13.6. Notices. Except as otherwise expressly set forth in this Agreement, any notice, request, consent, claim, demand, waiver, or other communications under this Agreement have legal effect only if in writing and addressed to a party at the address contained in the most recent Order (or to such other address or such other person that such party may designate from time to time in accordance with this Section). Notices sent in accordance with this Section will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by email, with confirmation of transmission, if sent during the addressee’s normal business hours, and on the next business day, if sent after the addressee’s normal business hours; and (d) on the 5th day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.
    • 13.7. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express, or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
    • 13.8. Amendment. Unless you have a separately negotiated and signed agreement stating otherwise, we may modify this Agreement by posting a revised version at https://www.jugo.io/_________ and such revised version will become effective as to your use of the Services as of the next business day following its posting. Prior to such posting, we will provide you with notice of any material revision by contacting your designated administrator(s) at the contact information provided in the Services. If you do not agree with a material modification to this Agreement, you must notify us in writing within thirty (30) days after we send notice of the revision. If you give us this notice, then your subscription will continue to be governed by the terms and conditions of the Agreement prior to modification until your next renewal date, after which the current terms posted at https://www.jugo.io/________________ will apply. However, if we can no longer reasonably provide the Services to you under the terms prior to modification (for example, if the modifications are required by law or result from general product changes), then the Agreement and/or affected Services will terminate upon our notice to you and we will promptly refund any prepaid but unused fees covering use of the Services after termination.
    • 13.9. Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    • 13.10. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect or invalidate any other term or provision of this Agreement or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement to affect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    • 13.11. Export Laws. You must comply with all domestic and international export laws and regulations that apply to the software and/or Services, which include restrictions on destinations, end users, and end use.
    • 13.12. Public Announcements. Neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or, unless expressly permitted under this Agreement, otherwise use the other party’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided; however, we may include your name and logo in our promotional and marketing materials where we list our current or former customers.
    • 13.13 Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware in each case located in the city of Wilmington and County of New Castle, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.
    • 13.14. Force Majeure. In no event will we be liable to you, or be deemed to have breached this Agreement, for any failure or delay in performing our obligations under this Agreement, if and to the extent such failure or delay is caused by any of the following events (each a “Force Majeure Event”): flood, fire, earthquake, explosion, pandemic, war, terrorism, cyber terrorism or other comparable criminal or willful acts (including third-party hackers or other third-party malicious acts), invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns, our suppliers failure to supply necessary goods or services to us, passage of applicable law, any action taken by a government authority or other public authority (such as imposing an embargo), or international, national, or regional shortage of adequate power, telecommunications capacity, or transportation. In allocating the risk of delay or failure of performance of a party’s respective obligations under this Agreement, the parties have not considered the possible occurrence of any of the events listed herein or any similar or dissimilar events beyond their control, irrespective of whether such listed, similar, or dissimilar events were foreseeable as of the date of this Agreement
    • 13.15. Contract for Services. This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any similar legislation as may be enacted, will not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not govern this Agreement or the rights and obligations of the parties under this Agreement.
    • 13.16. Actions Permitted. Except for actions for nonpayment of Fees or breach of a party’s proprietary rights, no action, regardless of form, arising directly or indirectly out of this Agreement may be brought by either party more than one (1) year after the cause of action accrued.
    • 13.17. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.