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1. Agreement, definitions, and business authority

Definitions. "VUGA" means VUGA Enterprises 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. "Qualified prices" and "standard agency prices" are the two Partner rate schedules shown in the authenticated portal; qualified prices depend on the volume targets in section 3.

These Terms are a binding agreement between VUGA Enterprises 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

Enrollment begins when an approved Partner accepts agency-growth-2026-v3. The first full America/New_York calendar month after enrollment is a trial month targeting 5 paid Editorial placements; every later full calendar month targets 10. The initial partial month has no minimum; its paid units count toward the first full month. Qualified Partner prices are 50% below retail for every tier. A missed monthly target receives 30 calendar days of grace at qualified prices, and VUGA sends one courtesy email about five days before a grace window closes, explaining exactly how to keep qualified prices. Catch-up units are allocated once, oldest open month first. An unresolved month after its grace changes future purchases to standard Partner prices — a 30% retail discount, with the exact per-publication schedule shown only in the authenticated portal and the account's quote. Qualified prices return immediately when the current month reaches its target. There are no prepaid placement credits, recurring bills, mandatory catch-up charges or automatic purchases. Paid Editorial units count at every publication and price; Covers and canceled/refunded units do not. A goodwill monetary refund without cancellation does not reduce volume. VUGA publishing delays do not reduce paid-unit qualification. Adjustments belong to their original month; late closed-period changes require operator review and never retrospectively reprice orders.

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 quote states a different lawful rule. Completed placements are generally nonrefundable except where law or a verified delivery failure requires otherwise.

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 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 marketplace pricing and order snapshots

Marketplace policy 2026-marketplace-v3 applies prospectively to quoted orders from September 21, 2026; earlier quotes and paid orders keep their snapshotted prices. Each order states the exact publications selected, by name, and the exact price of every placement, always shown before payment. Crossed-out list prices are reference anchors; the sale price shown is the charged price. Icon publications (currently 24Fashion TV and Gossip Stone TV) are manually designated and cost USD 499 per Editorial Feature and USD 1,199 per Cover Story. Volume discounts apply automatically to every retail order, whatever the mix of titles and products: 15% from three placements, 20% from five and 25% from ten or more, calculated on each placement's own price. Upgrades are separately stated. Approved Partners pay per-placement rates at 50% below retail while qualified or a 30% retail discount at standard, with the exact per-publication schedule shown only in the authenticated portal and the account's quote; Partners never receive retail volume discounts. Discounts and credits cannot reduce an individual placement below USD 30 (Starter and non-Icon covers), USD 47 (Established), USD 90 (Professional) or USD 299 (Icon). The price is fixed at purchase and the customer must publish within 90 days of purchase; later catalog or price changes never reprice a paid order. Subscribe & Save plans receive 15% off each order for the life of the plan, are billed monthly through Stripe and may be paused or cancelled at any time. The better of a volume discount, a promotion code or Subscribe & Save applies — one discount per order.

NewsAdmin supplies identity and operational readiness; Sales calculates prices. A quote lasts 30 minutes and fixes its exact publication choices and prices. A later catalog refresh does not change a valid quote or an order with a Stripe session, including asynchronous payment. Replacements or changed totals need customer confirmation. Availability is operational readiness, not reserved stock or a guaranteed date slot. Each article's distribution set uses distinct publications; separate articles and campaigns may repeat purchases without a new cooldown or publication-volume cap. If a paid placement becomes unavailable, only that placement is held for a recorded replacement agreement or refund; independent work continues.

Editorial Features and Cover Stories use ordinary publication typography, article placement and bylines. Commercial origin is recorded independently of client links. A blanket visible paid-content badge is not required by this purchased presentation policy. VUGA and the publication must still assess whether the format could mislead readers and apply any legally required, clear and prominent commercial disclosure. Medical, health and financial disclaimers address separate risks and do not disclose a payment relationship. Required disclosures may not be removed. Agreed nofollow/sponsored client-link attributes remain in force. Historical purchased presentation policies remain applicable to their orders.

Agency program and confidential client exports

Qualified and standard agency Editorial rates (the two Partner rate schedules) are available only in the authenticated portal and the account's quote. Prices apply per placement at the account's current rate. Partners bill their Clients and set their Client prices. Calculators and proposals are editable estimates; gross margin is not net profit. Client-facing exports omit wholesale prices and private account information. Delivery reports use verified publication URLs and actual recorded delivery. Partner-owned Client records are not shared with other Partners or used for unrelated VUGA marketing. Contextual support honors communication preferences.