VUGA Agency Partner Terms

1. Agreement, definitions, and business authority

Definitions. "VUGA" means VUGA Media Group LLC, which operates the VUGA Agency program and portal. "Partner" means the agency or other business approved into the program and identified in the account or accepted quote; "Partner" is a program label only and does not make either party the other's partner, joint venturer, or agent. "Client" means a customer on whose behalf a Partner orders. "Publication" means a VUGA-owned outlet. Account-specific commercial terms are available after approval and sign-in.

These Terms are a binding agreement between VUGA Media Group LLC and the Partner. The individual applying, signing in, requesting a quote, submitting Client material, or paying represents that they are at least 18 and authorized to bind the Partner. Partner services are offered for business use, not personal or household use.

2. Application and approval

Submitting an application does not guarantee approval, reserve inventory, disclose private pricing, or by itself require a purchase. VUGA may verify business identity, authority, website, professional presence, contact details, expected volume, and program fit. Approval is revocable and does not authorize the Partner to speak for VUGA or any Publication. VUGA is not the Partner's agent and owes no duty to a Client; the Partner alone contracts with, advises, invoices, and answers to its Clients.

3. Partner commitment and orders

Account-specific commercial terms are shown after approval and sign-in. A quote or invoice identifies the scope, price, expiration, and any special terms for a particular order. No order is binding on VUGA until the quote is accepted where required, payment is confirmed, and VUGA accepts the scope.

4. Private pricing, program information, and sub-agencies

Wholesale prices, inventory details, Publication availability, protected SEO information, credentials, upload links, and nonpublic operating materials are confidential. The Partner may disclose them only to personnel and Clients who need them for an authorized order and are bound to protect them. The Partner may set its own Client-facing fees but may not misrepresent VUGA pricing, inventory, relationships, editorial independence, or guaranteed results.

A Partner may order only for Clients it is authorized to represent. Ordering for another agency, reseller, or intermediary requires VUGA's prior written consent. The Partner is responsible for every downstream party as for itself and must flow down the confidentiality, content, and disclosure obligations in these Terms.

5. Client authority and materials

The Partner is responsible for obtaining Client authorization, accurate instructions, factual substantiation, releases, licenses, privacy permissions, and approval to publish. The Partner represents that submitted material is lawful and that use of names, likenesses, quotations, brands, images, documents, and links will not violate rights or duties. The Partner must identify material sponsorships, conflicts, regulated claims, and the responsible Client.

The Partner and its Client retain their underlying rights but grant VUGA, its contractors, and selected Publications the worldwide, nonexclusive, royalty-free license reasonably needed to host, copy, edit, translate, adapt, publish, distribute, display, archive, promote, and document the ordered work.

6. Editorial standards, disclosures, and presentation to Clients

Every placement remains subject to editorial, factual, rights, safety, and legal review. Paid content will be labeled where required. The Partner may not request hidden sponsorship, fabricated endorsement, policy evasion, link manipulation, guaranteed ranking, or removal of a required disclosure. VUGA may change links or disclosures, request support, reject claims, substitute a suitable Publication with agreement, or refuse content under the Content Rules.

VUGA and the Publication remain the publisher of every placement. A Partner may present the coverage as procured through its services and set its own fees, but may not claim to be the publisher, present paid coverage as earned or independent editorial, or remove or obscure a required disclosure.

7. Fulfillment and changes

Delivery targets begin after confirmed payment and receipt of complete, usable, authorized materials. Partner or Client delay, scope changes, unsafe files, rights questions, force majeure, or third-party review may pause performance. Revisions are limited to the quoted scope. The Partner must review deliverables promptly and consolidate Client feedback through the authorized account contact.

8. Payment, refunds, and taxes

Invoices are payable in United States dollars by the due date. The Partner is responsible for applicable taxes except taxes on VUGA's net income. Late, failed, disputed, or reversed payment may pause work and access. The Refund and Cancellation Policy applies unless a signed agreement or accepted quote states a different lawful rule. For new orders accepted under its current version, paid order processing begins at confirmed payment and order acceptance; customer change-of-mind cancellations are then nonrefundable, including before article submission. Verified service failures, incorrect charges and mandatory legal rights remain subject to staff review. Earlier quotes and orders retain their accepted refund terms. If a rights holder files a copyright or other intellectual-property complaint about material the Partner or its Client supplied — including photographs — the affected article is removed upon that complaint, and the removal is not eligible for a refund or any other compensation.

9. Account security, personnel, and communications

The Partner must maintain accurate business details, use authorized company email accounts, restrict portal and single-use upload links to authorized personnel, and promptly report compromise or personnel changes. The Partner consents to electronic quote, invoice, fulfillment, security, and policy communications. Optional marketing remains subject to separate preferences.

10. Suspension and termination

Either party may end future participation. VUGA may suspend approval, private pricing, quotes, fulfillment, or access for missed commitments, breach, nonpayment, fraud, security risk, repeated content violations, reputational or legal risk, or program changes. Termination does not erase accepted orders, payment duties, confidentiality, published-content licenses, or provisions intended to survive.

11. Disclaimers and liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PROGRAM, SERVICE, AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” VUGA DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AND DOES NOT GUARANTEE SEARCH RANKING, INDEXATION, TRAFFIC, LEADS, SALES, MEDIA PICKUP, DOMAIN METRICS, OR THIRD-PARTY AVAILABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VUGA AND ITS AFFILIATES, PERSONNEL, AND CONTRACTORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, REVENUE, DATA, GOODWILL, CLIENTS, OR OPPORTUNITY. THEIR AGGREGATE LIABILITY ARISING FROM AN ORDER WILL NOT EXCEED THE AMOUNT THE PARTNER PAID VUGA FOR THE AFFECTED ORDER. NON-WAIVABLE LIABILITY REMAINS UNAFFECTED.

12. Indemnity

The Partner will defend, indemnify, and hold harmless VUGA and its affiliates, personnel, contractors, and Publications from third-party claims, damages, and reasonable costs arising from Partner or Client materials, instructions, rights violations, deceptive claims, unauthorized acts, unlawful conduct, downstream parties, or material breach. VUGA will provide reasonable notice and cooperation, and the Partner may not settle in a way that admits fault or imposes obligations on an indemnified party without consent.

13. Disputes and governing law

Contact [email protected] first and allow 30 days for informal business resolution. Florida law governs, without regard to conflict-of-law rules. Subject to an eligible small-claims proceeding or a signed agreement that states otherwise, the parties submit to courts of competent jurisdiction in Miami-Dade County, Florida.

14. General and order of precedence

These Terms, the linked policies, accepted quote or invoice, and any signed agreement are the entire agreement for the Partner service. If they conflict, a signed agreement controls, then the accepted quote, then these Terms, then other policies. Neither party creates a partnership, franchise, fiduciary, employment, agency, or exclusive relationship; the program name and the word "Partner" do not change this. The Partner may not assign without VUGA's consent; VUGA may assign with a corporate transaction or service transfer. Invalid provisions will be limited to the minimum necessary, and failure to enforce is not a waiver. Changes apply prospectively unless law or an express agreement requires additional notice or consent.

Publication selection and required replacement

Check each publication’s categories before payment: your article must match its subject. Under the topic agreement accepted at checkout, if you choose an off-topic publication, you must accept a suitable replacement within that order’s terms. Review the proposed eligible publications in Articles and confirm your choice. The affected placement waits for confirmation; independently deliverable placements continue. A wrong-topic selection or refusal of a suitable replacement merely because you changed your mind is not by itself a refund reason. Replacements must respect the accepted scope and recorded order terms; any changed scope or total requires customer confirmation. If VUGA cannot provide the agreed service or a suitable replacement, staff review the affected unprovided service under the Refund Policy. Mandatory rights and the original terms of earlier orders remain applicable.