GUBAGOO TERMS AND CONDITIONS
Last Updated: May 27th, 2025
These General Terms and Conditions (the “Terms”, together with any applicable Exhibit(s), the “Agreement”) are incorporated by reference into any Exhibit executed by Gubagoo, Inc. (“Gubagoo”) and Customer (as identified in the Exhibit) which states that it is subject to these Terms. These Terms will govern all access to and use of the Services as identified in the Exhibit. These Terms may be modified by Gubagoo at any time without notice to Customer. Gubagoo and Customer are referred to herein individually as “Party” and collectively as “Parties.”
Section 1. Definitions
(a)
Authorized User means any individual authorized by Customer to use the Service.
(b)
Consumer means an actual or potential consumer of Customer’s goods and/or services who engages with the Services.
(c)
Customer Staff means persons working for Customer’s benefit, and/or at Customer’s direction, whether as employees, contractors, or otherwise, excluding chat specialists hired by Gubagoo.
(d)
Dealership Terms of Use means the Terms of Use governing the use of the Services by Customer and Customer Staff, available at
https://gubagoo.com/dealer-EULA.
(e)
Documentation means any manuals, technical information, or explanatory materials provided by Gubagoo relating to the Services.
(f)
End User means individuals interacting with the Services including Consumers and Dealership Staff.
(g)
First Billing Date means the first day of the month following the month of the Go Live Date.
(h)
Free Days means the period of time, if any, between the Go Live Date and the First Billing Date.
(i)
Go Live Date means the date that the Services are made available to Customer, as determined by Gubagoo.
(j)
Personal Information means, with respect to any information obtained or acquired by Gubagoo due to its relationship with Customer or in the course of providing Services under the Agreement, (i) information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual, consumer, employee, data subject, or household and (ii) any other information that is defined as “personally identifiable information”, “personal information”, “personal data”, or other similar term under applicable data privacy laws, including without limitation the California Consumer Privacy Act (“CCPA”).
(k)
Services means those services subscribed to by Customer and listed in the Exhibit executed by the Parties.
(l)
Third-Party Partners means third parties that Gubagoo works with to provide additional functionality or content, and/or to offer additional products and services to Consumers and/or Customer, including without limitation: lenders, credit agencies, and vehicle valuation providers.
(m)
Trial Period means the period of time, if any, indicated on an Exhibit, starting on the Go Live Date when Customer can use the Services and terminate the Agreement, at its option, upon written notice to Gubagoo.
Section 2. Services
(a) During the Term, and in return for Fees (as defined below), Gubagoo shall provide Customer with access to the Services subject to this Agreement, the Dealership Terms of Use (as amended from time-to-time), and in compliance with all applicable laws.
(b) By entering into this Agreement, Customer agrees to, and agrees to ensure its employees agree to, the Dealership Terms of Use. Customer is responsible for ensuring that Customer Staff follow the Dealership Terms of Use, and is liable for any breach of the Dealership Terms of Use.
Section 3. License and Ownership
(a) Grant of License. For the Term of this Agreement and subject to Customer’s compliance with this Agreement, Gubagoo grants Customer a nonexclusive, non-transferrable, limited license to (1) use the Services only for Customer’s internal use, (2) copy and use Documentation for the sole purpose of facilitating Customer and Customer Staff’s use of the Services, and (3) implement the customer-side code provided by Gubagoo on the Customer’s website, for the sole purpose of facilitating End Users and Customer’s use of the Services.
(b) License Restrictions. Customer has no right to transfer, sublicense, or otherwise distribute the Services to any third party. Customer will not copy or modify the Services, in whole or in part, except as expressly authorized by this Agreement. Customer will not allow a third party to copy any reports, screenshots, or source code related to the Services. Customer will not lease, lend, or rent the Services to third parties, or otherwise provide or make the functionality of the Services available to third parties.
Section 4. Customer Use and User Access
(a) Activity. Customer shall be responsible for all activity on Customer’s account with Gubagoo.
(b) Responsibility for Access. Customer accepts sole responsibility for the use, access, actions, and any other activity of any Customer
Section 5. Data
Customer grants Gubagoo a non-exclusive, non-terminable, royalty-free license to access, copy, and use, solely in connection with its performance under this Agreement, any and all Customer data created, accessed, generated, or processed through its performance of the Services hereunder (“Customer Data”). Further, Customer warrants to Gubagoo that (a) Customer has the right to use and grant Gubagoo the right to use all Customer Data and information provided to or accessed by Gubagoo in connection with its performance under this Agreement, and (b) Customer has complied with all laws in collecting Customer Data. Customer grants to Gubagoo a nonexclusive, non-terminable, royalty free license to use and distribute Customer Data in connection with other Gubagoo products and services offered by Gubagoo and its affiliates. Gubagoo may share Customer Data with any third party (including, but not limited to, Third-Party Partners) as necessary for Gubagoo to provide the Services to Customer. Customer understands that certain Customer Data may be accessed by Gubagoo via Customer’s dealer management system (“DMS”) or other data management systems (the “System”) and hereby authorizes Gubagoo to access such Systems. Gubagoo shall not be liable for any delay or failure to perform under this Agreement if it is unable to access the Systems or to retrieve the Customer Data as a result of a cause or condition beyond its reasonable control, including System errors or data corruption.
Section 6. Proprietary Rights
(a) Rights. Gubagoo and/or its third party providers, shall retain all right, title, and interest in and to all of its intellectual property, including, but not limited to, its technology, software, and services which may be provided under this Agreement, all derivative works thereof (by whomever produced) and all related documentation and materials, and all patent, copyright, trademark, trade secrets and other intellectual property rights inherent in or appurtenant to any of the foregoing.
(b) Customer acknowledges and agrees that by virtue of using the Services, it shall not obtain any rights in any intellectual property, including, but not limited to, any intellectual property rights related to any of the software, templates, screen and file formats, interface protocols, formats and development tools and instructions, hardware, processes, trade secrets, instruction manuals, enrollment authorization, authentication and other business processes, proprietary information or distribution and communication networks used to provide the Services owned by Gubagoo. Any interfaces and software provided to Customer in order to provide connectivity to the Services shall be used by Customer and any Authorized Users only for the period during which this Agreement is in effect and only in accordance with the terms of this Agreement. Customer shall not copy, modify, decompile, reverse engineer, adopt, translate, loan, rent, lease, sublease, distribute, sell, assign, or in any way transfer any or all of the Services or rights permitted to Customer under this Agreement to any person, firm, organization or other entity without the express written permission of Gubagoo. Customer will not delete or in any manner alter the copyright, trademark, or other proprietary rights notices appearing on the Services as provided by Gubagoo.
(c) Customer also agrees not to take any action which would mask, delete, or otherwise alter any on-screen disclaimers and copyright, trademark and service mark of Gubagoo, or any “point and click” features relating to End User or Authorized User acknowledgment and acceptance of such disclaimers and notifications.
(d) Customer agrees that Gubagoo would not have an adequate remedy at law in the event of Customer’s breach or threatened breach of its obligations under this section of this Agreement and that Gubagoo would suffer irreparable injury and damage as a result of any such breach. Accordingly, in the event Customer breaches or threatens to breach the obligations set forth in this section, in addition to and not in lieu of any legal or other remedies that Gubagoo may pursue hereunder or under applicable law, Customer hereby consents to the granting of equitable relief (including the issuance of a temporary restraining order, preliminary injunction, or permanent injunction) against it by a court, without the necessity of proving actual damages or posting any bond or other security therefore, prohibiting any such breach or threatened breach. In any proceeding upon a motion for such equitable relief, Customer’s ability to answer in damages shall not be interposed as a defense to the granting of such equitable relief. The provisions of this Section relating to equitable relief shall survive termination of the provision of services set forth in this Agreement.
Section 7. Disclaimer; Limitation of Liability; Indemnification
(a) Disclaimer. CUSTOMER ACKNOWLEDGES THAT THE PERFORMANCE OF THE SERVICES ENTAILS THE POSSIBILITY OF SOME HUMAN AND MACHINE ERRORS, INCLUDING OMISSIONS, DELAYS, AND LOSSES. CUSTOMER AGREES THAT GUBAGOO SHALL NOT BE LIABLE ON ACCOUNT OF ANY SUCH ERRORS, OMISSIONS, DELAYS OR LOSSES UNLESS CAUSED BY GUBAGOO’S WILLFUL MISCONDUCT. FURTHER, THE SERVICES AND DOCMENTATION PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND GUBAGOO MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER, OR OTHER TRANSACTIONS CONTEMPLATED HEREIN. FURTHER, THERE ARE NO WARRANTIES THAT THE SERVICES WILL BE ERROR-FREE OR RESULT IN UNINTERRUPTED OPERATION OR USE WITHOUT ERROR.
(b) Limitation of Damages. IN NO EVENT SHALL GUBAGOO BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, ACTUAL, PUNITIVE OR ANY OTHER DAMAGES, OR ANY LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF GUBAGOO HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. FURTHER, IN NO EVENT SHALL GUBAGOO’S LIABILITY FOR DAMAGES WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER EXCEED THE MONTHLY SERVICE FEES PAID BY CUSTOMER IN THE MONTH PRIOR TO THE EVENT THAT GAVE RISE TO THE CAUSE OF ACTION. DOWNTIME OF ANY SERVICES, FOR WHATEVER REASON, IS NOT A BREACH OF THIS AGREEMENT BY GUBAGOO AND WILL NOT ENTITLE CUSTOMER TO ANY REFUNDS OR CREDITS.
(c) Indemnification. Customer agrees to indemnify, defend and hold harmless Gubagoo, its affiliates, and their directors, officers, employees and agents from and against all claims, causes of action, demands, liabilities, costs or expenses, including reasonable attorneys’ fees, arising out of or resulting from Customer’s breach of any representations or warranties set forth in this Agreement, the negligence or willful misconduct of Customer, or Customer’s, or any Authorized User’s, use of the Services, including any communication with Consumers.
(d) Nature of Information. The Services include or display information provided by Third-Party Partners, Consumers, Customer Staff, and chat specialists. Gubagoo does not guarantee the accuracy or currency of any such information, and Customer uses and relies on such information at its own risk. Customer represents and warrants that it has provided adequate notice to Consumers of Gubagoo’s role in the Services, including any communication process, and has obtained all necessary consents in accordance with applicable law.
Section 8. Term and Termination
(a) Effective Date. This Agreement shall remain in full force and effect from the Effective Date identified in the Exhibit through the end of the Term.
(b) Services. Services under this Agreement will be provided to Customer from the Go Live Date through the end of the Term.
(c) Term. Upon expiration of the term identified in the Exhibit (the “Initial Term”), this Agreement shall renew for like periods (each a “Renewal Term” or together with the Initial Term, the “Term”) unless either Party gives the other written notice of its intent not to renew at least thirty (30) days prior to the expiration of the then-current Term.
(d) Termination. Gubagoo may terminate this Agreement, or any Service provided under the terms hereof at any time with or without cause upon thirty (30) days’ prior written notice to Customer.
Section 9. Fees and Payment
(a) Billing. Billing shall begin on the First Billing Date. Customer shall pay to Gubagoo the fees set out in the Exhibit plus any applicable taxes (“Fees”) in return for the Services. If applicable, Dealership will not be billed any Fees for any Free Days.
(b) Taxes. Customer agrees to pay all taxes in connection with transactions under this Agreement that Gubagoo is at any time obligated to pay or collect according to the laws of the state where Customer is domiciled. Such taxes may include, but are not limited to, state and local sales and use taxes, or other such taxes, including taxes which may be billed retroactively as a result of an audit imposed by any government entity on the provision, sale or use of any product or service provided under this Agreement, but excluding any taxes based on the net income of Gubagoo. If Gubagoo is obligated by state law to pay or collect such taxes, then Customer shall either pay such taxes through Gubagoo, or Customer shall provide to Gubagoo written proof of direct payment of such taxes to the taxing authority.
(c) Payment. Gubagoo will invoice Customer for the Fees in advance, monthly, with the full amount due within thirty (30) days of the invoice date. Overdue amounts are subject to interest at the lower of 2% per month, or the maximum interest allowed by law.
(d) No Accord in Satisfaction. No statement on any check or any letter accompanying any payment will be deemed an accord and satisfaction, and Gubagoo may accept such payment without prejudice to Gubagoo’s right to recover the balance of amounts due under this Agreement or pursue any other remedy available in this Agreement, at law or in equity.
(e) Increases. Gubagoo shall have the right to revise or increase Fees at any time without further notice to Customer. Such increase will be by an amount based on the percentage rate of price increases for all goods and services as determined by the Bureau of Labor Statistics of the U.S. Department of Labor (Consumer Price Index) plus two percent (2%) or to Gubagoo’s then-prevailing price. Notwithstanding the above, all third party fees, costs and pricing incurred by Gubagoo in its performance of the Services under the terms of this Agreement may be passed through to Customer and will not be included in the calculation referenced above.
Section 10. Confidentiality
(a) CCPA. As between the Parties, Customer is a Business and Gubagoo is a Service Provider for purposes of CCPA (as such terms are defined in the CCPA). Gubagoo shall not: (a) sell the Personal Information; (b) retain, use or disclose the Personal Information for any purpose other than for the specific purpose of performing the Services under the Agreement; (c) retain, use, or disclose the Personal Information for a commercial purpose other than providing the Services under the Agreement or (d) retain, use, or disclose the Personal Information outside of the direct business relationship between Customer and Gubagoo. Gubagoo certifies that it understands these restrictions and will comply with them. The Services provided under the agreement between Customer and Gubagoo includes, without limitation, Gubagoo following Customer’s instructions to disclose Personal Information to Customer’s affiliates, partners, service providers, and other third parties identified by Customer.
(b) FTC Safeguards Rule. The Federal Trade Commission (FTC) Standards for Safeguarding Customer Information (16 CFR Part 314) (the “Safeguards Rule”) applies to parties considered to be financial institutions within the FTC’s jurisdiction under the Gramm-Leach-Bliley (GLB) Act. The Safeguards Rule requires those parties to secure records and information from and about customers. This Section applies to the extent Customer is subject to the Safeguards Rule, Customer shares its “Customer Information” (as defined in the Safeguards Rule) with Gubagoo, and in circumstances in which Gubagoo is a “Service-Provider” (as defined in the Safeguards Rule) with regard to such information.
i. Gubagoo will implement and maintain safeguards appropriate to protect the security, confidentiality, and integrity of Customer’s Customer Information.
ii. Customer will develop, implement and maintain a comprehensive information security program sufficient to ensure the security, integrity, and confidentiality of Customer Information of the type shared with or disclosed to Gubagoo. It is also Customer’s responsibility to: (i) disclose to Gubagoo any relevant risks Customer identifies regarding its Customer Information; and (ii) identify the employee(s) who coordinate Customer’s Information Security Program.
iii. Customer is solely responsible for its compliance obligations under the Safeguards Rule. Gubagoo’s provision of products and services to Customer does not constitute, nor shall it be deemed to constitute, a guarantee that Customer’s business is in compliance with any statute or regulation. Gubagoo’s review or approval of any of Customer’s systems, applications, processes, or procedures does not constitute, nor shall it be deemed to constitute, the assumption by Gubagoo of any responsibility or liability for compliance by Customer with any statute or regulation.
iv. Customer agrees that it and third parties acting on its behalf have no right or authority to access or audit Gubagoo’s systems, applications, processes, procedures, or practices, except to the extent specifically authorized by Gubagoo.
(c) Confidential Treatment of Gubagoo’s Information. Customer shall treat as confidential and not disclose or otherwise make available any of Gubagoo’s Confidential Information (defined below), in any form, to any person other than agents, employees or consultants of Customer and such other parties as permitted by Customer in writing. Customer will instruct its agents, employees and consultants who have access to Confidential Information to keep such information confidential by using the same care and discretion that Customer uses with respect to its own confidential property and trade secrets, but in no event, less than the amount of care a reasonably prudent businessperson would use under the circumstances. Customer will only disclose such confidential information to those of its personnel on a “need to know” basis. Customer will notify Gubagoo within forty-eight (48) hours of any breach of confidentiality.
(d) The Parties further acknowledge that the information, manuals, Services, and data furnished by Gubagoo pursuant to this Agreement constitutes the proprietary and confidential information of Gubagoo. Such confidential information includes, without limitation, Documentation, knowledge and information comprising or relating to any technical or non-technical data, algorithms, formulae, patterns, compilations, programs, devices, methods, know-how, techniques, processes, procedures, improvements, models, manuals, marketing and promotional material, financial data and other information and data incorporated in or used in connection with the Services (collectively, “Gubagoo’s Confidential Information”). The Parties acknowledge that Gubagoo’s Confidential Information constitutes a valuable proprietary asset of Gubagoo which derives independent commercial value from not being generally known or readily ascertainable through independent development or reverse engineering by persons who can obtain economic value from its disclosure or use. Accordingly, Customer agrees that it will not, directly or indirectly divulge, disclose, copy, reverse engineer, communicate or otherwise misuse Gubagoo’s Confidential Information or utilize Gubagoo’s Confidential Information for its own personal benefit or
Section 11. Default
In the event that Customer defaults in any of the following ways: (1) by breaching any curable obligation under this Agreement, including, but not limited to, any payment obligation, and Customer does not cure that breach within ten (10) days of receipt of written notice from Gubagoo; (2) by breaching any non-curable obligation under this Agreement; (3) by becoming bankrupt or insolvent, or if a Petition is filed by or against Customer as bankrupt, insolvent, or a debtor under any federal or state bankruptcy, insolvency or reorganization law; (4) by ceasing or threatening to cease to carry on Customer’s business; (5) by making or proposing to make any sale of Customer's assets in bulk or out of the ordinary course of Customer's business; or (6) if Gubagoo in, good faith, deems Customer’s continued performance hereunder to be insecure, Gubagoo may pursue any one or more of the following remedies: (a) suspend all Services; (b) declare all amounts due and to become due under the Agreement, immediately due and payable; (c) terminate any or all licenses granted pursuant to this Agreement and demand that Customer immediately cease use of all Services and products created or provided by Gubagoo hereunder; and, in the event that Customer does not voluntarily comply with such demand, Gubagoo may take measures to disable the Services and products remotely; (d) terminate an Exhibit(s) or this Agreement; (e) retain all or such portion of payments made by Customer hereunder as may be necessary to compensate Gubagoo for any damage, loss, liability, cost or expense (including, without limitation, payments to third parties) caused by such breach, default or failure, and receive any additional payments from Customer as may be necessary to compensate Gubagoo as described herein; and/or (f) pursue any additional or alternative remedies available at law or in equity including an action for breach of contract or a declaratory action to resolve any dispute over the rights and obligations of either Party under the Agreement. Customer agrees to reimburse Gubagoo for any and all expenses, including reasonable attorneys' fees, that Gubagoo may incur in collection of amounts due under this Agreement, in undertaking the remedies provided for by this Agreement, and in the enforcement of this Agreement.
Section 12. Dispute Resolution
The Parties mutually agree that any and all claims, disputes, or controversies arising out of or relating to this Agreement will be submitted to mandatory arbitration in accordance with the commercial rules of the American Arbitration Association (“AAA”). All arbitrators shall be attorneys and shall swear an oath of neutrality. After the arbitration proceeding has been completed, either Party may seek enforcement of the award in accordance with the Federal Arbitration Act. Aside from filing or other fees required to initiate the arbitration, all fees of the arbitration will be split evenly between the Parties unless an award is made by the arbitrators as otherwise allowed by this Agreement. The arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the enforceability or formation of this Agreement and the arbitrability of the dispute between the Parties. If a Party does not pay its respective share of arbitration fees, then all claims (including counterclaims) of the non-paying Party shall be dismissed by the arbitrators or AAA, and the non-paying Party shall not be allowed to bring any further claims in the arbitration for affirmative relief. The non-paying Party may still participate in the arbitration to defend claims brought against it. No claims or disputes between the Parties may be resolved by class action or class arbitration. The Parties agree that any arbitration proceeding will take place in Harris County, Texas, unless otherwise agreed in writing by the Parties. At Gubagoo’s sole discretion: (a) collection of accrued amounts owing to Gubagoo, and (b) enforcement and protection of Gubagoo’s intellectual property rights, each may be excepted from this arbitration requirement, and the Parties agree to be subject solely and exclusively to the jurisdiction of the courts of Harris County, Texas for any such collection efforts or intellectual property protection efforts. Customer agrees to reimburse Gubagoo for any and all expenses, including reasonable attorneys' fees, that Gubagoo may incur in collection of amounts due under this Agreement, in undertaking the remedies provided for by this Agreement, and in the enforcement of this Agreement
Section 13. Miscellaneous
(a) Entire Agreement. This Agreement, including the Dealership Terms of Use incorporated by reference and any Exhibits executed by the Parties, represents the entire agreement of the Parties on the subject matter it contains, and replaces any prior oral or written agreement between the Parties. No change, termination, or attempt to waive any of the provisions hereof shall be binding unless in writing and signed by an authorized representative of both Parties. In the case of a conflict between this Agreement, and the Dealership Terms of Use, this Agreement controls. No change, termination, or attempt to waive any of the provisions hereof shall be binding unless in writing and signed by an authorized representative of both Parties.
(b) Notices. Any notice required or permitted to be sent under this Agreement shall be delivered by hand, or mailed by registered or certified mail, return receipt requested, proper postage prepaid, or by nationally recognized overnight courier (i.e., Federal Express, UPS). All requests by Customer to cancel Services should be submitted to cancelationnotification@gubagoo.com. All notices sent to Customer will be sent to the address set forth in the Exhibit. Notice so sent will be deemed effective upon receipt or refusal to receive. A Party may change their notice address by complying with the notice provisions of this paragraph.
(c) Governing Law/Severability. This Agreement shall be governed by the laws of the State of Texas, exclusive of choice of law rules. If any of the provisions or portions of this Agreement are determined to be invalid or unenforceable, such invalid provisions or invalid portions shall be severed from this Agreement, and all other provisions hereof shall remain in full force and effect. Further, it is expressly understood and agreed that in the event any remedy hereunder is determined to have failed of its essential purpose, all limitations of liability and exclusions of damages set forth herein shall remain in effect.
(d) Limitation. No action, regardless of form, arising out of transactions under this Agreement may be brought by either Party more than one (1) year after the cause of action has occurred. This limitation shall not apply to collection of any accrued amounts owed by Customer to Gubagoo.
(e) Maintenance. Gubagoo will make reasonable efforts to perform routine or scheduled maintenance on the Services between the hours of 12:00 a.m. – 5:00 a.m. EST. Notwithstanding the foregoing, Customer acknowledges and agrees that Gubagoo may perform non-routine or unscheduled maintenance on the Services at any time. In the event of such, Gubagoo agrees to limit the downtime of the Services to only such time as reasonably necessary to perform the maintenance, and Customer agrees that Gubagoo shall not be liable for any loss of revenue, profits, or other damages suffered by Customer during such time as the maintenance is being performed.
(f) Assignment. Customer may not assign this Agreement without the prior written consent of Gubagoo, and any attempt to do so shall be void and of no effect. Gubagoo may freely assign any of its rights and responsibilities under this Agreement in whole or in part without the consent of, or notice to, Customer.
(g) Binding Nature/Compliance with Laws. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns as permitted hereunder. Customer represents and warrants that Customer shall comply with all applicable federal, state, and local laws, rules, and regulations.
(h) Survival. Any terms of this Agreement, which by their nature extend beyond its termination, cancellation, or expiration, remain in effect until fulfilled and apply to respective successors and permitted assignees.
(i) Waiver. Forbearance or indulgence by either Party in any regard shall not constitute a waiver of the terms or conditions to be performed under this Agreement and until the performance of the terms or conditions is complete, the other Party may invoke any remedy available under this Agreement or by law, despite the forbearance or indulgence.
(j) Headings. The section headings used herein are for reference and convenience only and shall not enter into the interpretation of this Agreement.
(k) Precedence. This agreement is incorporated by reference by one or more Exhibit. In the event of a conflict between the terms and conditions of this Agreement and those of an Exhibit, the Exhibit shall control.
(l) Independent Contractors. Customer and Gubagoo are independent contractors and shall not be deemed to be partners, joint venturers or each other’s employees or agents. Customer is not authorized to create or assume any obligation on behalf of Gubagoo.
(m) Joint and Several Liability. The Parties acknowledge and agree that each individual dealership location uses Services under this Agreement is jointly and severally liable for the entire contractual obligation. Customer represents that the person executing the Agreement on behalf of Customer is authorized to bind Customer and each dealership location to this acknowledgement of joint and several liability, and that no further signatures are required.
(n) Construction. The Parties waive any common law or statutory rule of construction that ambiguity should be construed against the drafter of this Agreement and agree that the language in all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning.
(o) Respect for Personnel. Customer acknowledges and agrees that Gubagoo’s personnel have been acquired and trained by Gubagoo at considerable expense. Throughout the term and for a period of one (1) year following the expiration or termination of this Agreement, Customer shall not knowingly solicit for employment or employ any employee of Gubagoo that has been directly involved in the negotiation or performance of this Agreement until the expiration of one (1) year following such employee’s termination of employment with Gubagoo. If Customer fails to abide by the restrictions contained herein, then Customer agrees to pay to Gubagoo a placement fee of one hundred and fifty percent (150%) of the former employee’s total gross earnings during the employee’s last twelve (12) months of employment by Gubagoo, which Customer shall pay to Gubagoo within ten (10) days of demand.
(p) Force Majure. Gubagoo shall not be liable for delay or failure to perform under this Agreement which delay or failure is due to acts of God, acts of war, governmental act, labor disputes, riots, terrorism, power supply or telecommunications failure, or any other causes not subject to Gubagoo’s reasonable control.
(q) Media Releases. All media releases by Customer, its employees or agents relating to this Agreement or the Services, excluding any announcement intended solely for internal distribution or any disclosure required by legal, accounting, or regulatory requirements beyond your reasonable control, shall be coordinated with and approved by Gubagoo in writing prior to the release thereof.
(r) Internet Access. Gubagoo does not control the Internet or any information thereon, and access to the Internet. Gubagoo shall not be responsible for any damage suffered by Customer as a result of using the Internet, including, but not limited to, the possibility of contracting computer viruses or accessing information with offensive, inaccurate or inappropriate content. Gubagoo recommends that Customer transmits all data only through secure means. Gubagoo shall not be responsible for any losses or damages relating to the transmission of data.