Please read these Terms (“Terms”) carefully.

By joining or participating in Agero Plus, a loyalty program for Service Providers within the Agero Network (the “Program”), accessing the Agero Plus dashboard (the “Dashboard”), or otherwise accepting these terms within the Agero platform, you are accepting these Terms, which will result in a legal agreement between you (“you” or “your”) and Agero Administrative Service Corp. (“Agero”) (collectively, the “Parties,” and individually, a “Party”). These Terms govern your participation in the Program. If you accept these Terms on behalf of a company or other entity, you represent and warrant that you have the authority to accept and enter into these Terms on its behalf.

These Terms are divided into two sections: Section A provides the general terms and conditions and Section B provides the details on the loyalty features and benefits. As the Program is in a pilot phase, Agero anticipates that adjustments will be made on a periodic basis to the features and benefits. Agero may revise and update these Terms from time to time in its sole discretion. All changes are effective immediately when posted. Your continued use of the Program and Dashboard following the posting of revised Terms means that you accept and agree to the changes. You should check this page on an ongoing basis to ensure that you are aware of any changes.

A.  General Terms:

1. Relationship Between the Parties. The Parties agree that, notwithstanding the existence of the Program and your participation in the Program, there is not and will not be any partnership, joint venture, employer-employee, master-servant or franchisor-franchisee relationship, in a legal sense, between the Parties.

2. Program Participation. Your participation in the Program is subject to your agreement to these Terms, including, without limitation, the following:

• The Program consists of certain performance target scales of membership (each, a “Target”). Each Target has distinct qualifiers and benefits, which Agero may update from time to time. Your current Target and information about the benefits associated with that Target, will be made available to you each week. You must at all times meet the minimum requirements for participation in this Program, including meeting the weekly Targets. Agero may alter or terminate (as applicable) eligibility at any time.

• Agero may elect from time to time to provide you access to certain resources associated with the Program (“Program Resources”). If Agero elects to make any Program Resources available to you, you acknowledge and agree that (i) you will comply with any terms and conditions, codes of conduct and the like that are associated with the use of such Program Resources, and (ii) Agero may withdraw, restrict or remove your access to such Program Resources at any time in its discretion.

• You will not make any false or misleading statements about Agero, the Program, or Agero’s Roadside and Towing Services; however, you will not be liable for any statements Agero provides to you in the Program Resources.

• Agero may from time to time evaluate your compliance with any Program requirements or qualifications, and you will reasonably cooperate with Agero in connection with the same.

• You are responsible for understanding and complying with all applicable laws, rules, and regulations and determining whether participation in the Program is suitable for you in light of such laws, rules, and regulations.

3. Term and Termination. This agreement continues until terminated by one of the Parties, in which case such termination of these Terms will be effective immediately; in your case, you may terminate this agreement and your participation in the Program at any time by emailing Plus@Agero.com, your request to opt out of the Program. Upon termination, your access to the Program, the Dashboard and any Program Resources may be immediately revoked. 

4. Copyright Trademarks; Confidentiality of the Content.  The trademarks, logos and service marks (“Marks”) displayed as part of the Program are the property of Agero, its affiliates, and other parties. You are prohibited from using any Marks for any purpose including, but not limited to use as metatags on other pages or sites on the Internet without the prior written permission of Agero or such third party that owns the Marks. All information and content available on or through the Program, the Dashboard and any Program Resource, including the marketing materials that are provided to you (collectively the “Content”), is protected by copyright. You are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works or using any Content available on or through the Program, the Dashboard and any Program Resource for commercial or public purposes. You agree not to use or disclose any of the Content, except for permitted purposes and then only to your employees or representatives who have signed an agreement agreeing to be bound by the confidentiality provisions of these Terms or another enforceable agreement with the same, or substantially the same, terms.

5. Access to Password Protected Areas / Linked Internet Sites.  a) Access to and use of password protected and/or secured areas of the Program is restricted to authorized users only. (b) Agero prohibits caching, unauthorized hypertext links to the pages or sites that contain the Program and the framing of any Content available through the Program. Agero reserves the right to disable any unauthorized links or frames and specifically disclaims any responsibility for the Content available on any other Internet sites linked to the pages or sites which form part of the Program. Access to any other Internet sites linked to the Dashboard is at your own risk. You should be aware that linked sites may contain rules and regulations, privacy provisions, confidentiality provisions, transmission of personal data provisions, and other provisions that may differ from the provisions provided on the Dashboard. Agero is not responsible for such provisions, and expressly disclaims all liability related to such provisions.

6.  Notices. Except as otherwise provider herein, all notices must be in writing and must be emailed. Notices will be deemed given, received and effective when delivered by email transmission, except as otherwise provided in these Terms. The following e-mail addresses will be used for each Party for these purposes: (a) for questions and/or to provide feedback on the Program, including opting-out, contact Agero at Plus@Agero.com, (b) for legal matters directed to Agero, contact Agero at Legal@Agero.com; and (c) for you, the email address of the owner of your Agero account.

7. Severability. The unenforceability or invalidity of any term, provision, section or subsection of these Terms will not affect the validity or enforceability of any remaining terms, provisions, sections or subsections of these Terms, but such remaining terms, provisions, sections or subsections will be interpreted in such a manner as to fully carry out the intention of the Parties.

8. Amendment; Modifications. Agero reserves the right to change these Terms at any time by posting revised Terms and changes will be effective upon posting. Your continued participation in the Program constitutes your agreement to, and acceptance of, any updated Terms. If you do not agree to any changes to these Terms, you must terminate these Terms and discontinue your participation in the Program. You must periodically review these Terms to ensure compliance with any updates. Agero may also modify, suspend or discontinue the Program at any time, and Agero may limit, suspend, or terminate your access to the Program at any time, with or without cause.

9. Assignment. These Terms will be binding upon and inure to the benefit of each Party. You will not, directly or indirectly, through any sale, assignment, merger or other transaction, sublicense, assign, or otherwise transfer these Terms or any of your rights or obligations under these Terms to anyone else. Agero may assign or transfer these Terms or any of Agero’s rights or obligations under these Terms to any other individual or entity at Agero’s sole discretion.

10. Waiver. The waiver by Agero of a breach of any term, provision, section or subsection of these Terms will not be construed as a waiver of any subsequent breach of the same, or of a different term, provision, section or subsection.

11. Governing Law and Jurisdiction. These Terms will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, United States of America (including its statutes of limitations), without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the Commonwealth of Massachusetts. Further, the Parties consent to exclusive jurisdiction and venue of the United States District Court for the District of Massachusetts or the state courts of Middlesex County, Massachusetts.

12. Entire Agreement. These Terms embody the entire agreement of the Parties and supersede all prior understandings and agreements between the Parties related to the Program. These Terms do not replace any specific terms and conditions that apply to the provision of towing and roadside services, as well as other ancillary services, and such specific terms and conditions will take precedence in the event of a conflict between these terms and conditions and such specific terms and conditions. You acknowledge and agree that the Service Provider - Terms and Conditions for Services you have entered into with Agero for the provision of roadside and/or towing services (consisting of those certain terms and conditions as well as the rate agreement) remains in full force and effect (the “Services Agreement”).

13. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AGERO MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PROGRAM, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Agero is not responsible for unintelligible, lost, late, damaged, incomplete submissions for interrupted or unavailable satellite, network, server, ISP, website, or other connections availability, accessibility or traffic congestion, miscommunications, failed computer, network, telephone, satellite or cable hardware or software or lines, or technical failure, or jumbled, scrambled, delayed or misdirected transmissions, computer hardware or software malfunctions, failures or difficulties, or other errors of any kind whether human, mechanical, electronic or network. Except for damages resulting from fraud or fraudulent misrepresentation, infringement of another party’s intellectual property rights, or any indemnities contained in these Terms, neither Party will be liable for special, incidental, consequential, indirect, punitive, or other similar damages, even if a Party or any of its employees or representatives has been advised of the possibility of such damages. Agero’s liability to you will be limited to any fees paid to you by Agero during the three (3) month period immediately preceding the event giving rise to the claim for damages. In no event will Agero have any liability to you or any third party with respect to your own products or services.

14. Indemnification. You hereby agree to indemnify and hold Agero and its affiliates and their respective shareholders, directors, officers, successors, assigns, clients, employees, partners, and agents (collectively, the “Agero Parties”) harmless from any losses or damages, including, but not limited to, reasonable attorneys’ fees, arising from any claim caused by, regarding or related to a breach by you of these Terms.

15. Feedback. You may from time to time provide Agero, or Agero may solicit from you, suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to Agero’s Service or the Program. Agero will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Agero will have the full unencumbered right to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with Agero’s Service or the Program.

16. Survival. Any provisions of these Terms which by their nature are intended to survive will survive termination or expiration of these Terms including, without limitation, Sections A.4 and A.6-14 of these Terms.

B.  Loyalty Program Terms

Agero, in its sole and absolute discretion, reserves the right to terminate, modify, add, end, suspend, or delete any of these Loyalty Program Terms, the Program, the Dashboard, benefits, offers, or commissions, in whole or in part, at any time, with or without notice. Any changes or modifications will be effective immediately upon posting.

1. Introduction. The Program provides you with the opportunity to receive financial rewards in connection with your consistent performance improvements over time with your provision of roadside and/or towing services.

2. Timing. Agero may elect to end the Program within its sole discretion at any time, for any reason.

3. Eligibility. To participate, Program Participants must meet and maintain the following “Eligibility Requirements”:

• (a) Being an active participant in the Agero network of roadside and towing companies, having entered into and been in compliance with the Services Agreement,
  
  
• (b) Being invited by Agero to join the Program, based on the criteria that Agero in its sole discretion may establish, which criteria may be changed from time to time at Agero’s sole discretion,
  
  
• (c) Providing at least one service per day to Agero over the last eight weeks,
  
  
• (d) Logging into the Agero Plus portal at least once every four weeks, and
  
  
• (e) Having good standing with Agero as determined by Agero in its sole discretion, meaning, at a minimum, complying with the Agero policies and procedures for its network participants, and complying with these Terms, and any other additional terms that apply.

4. Financial Awards for Consistent Services. Program Participants may earn bonuses for meeting and/or exceeding their weekly dispatch success targets, as identified by Agero in its Dashboard, over a specific timeframe (the “Timeframe”). To earn the bonus, you must follow the applicable requirements set forth on the Dashboard during the relevant Timeframe – meeting the requirements for a consecutive week where job offers from Agero are accepted digitally and successfully completed above the specified threshold dispatch success rate. Note that each successful week will be applied to a single Timeframe and dispatch success Targets are subject to change each week. Participants will be given an opportunity to earn a bonus each week (as long as program requirements are satisfied). For example, if a bonus is conditioned on satisfying a threshold level of successful dispatches at 85% over a Timeframe of one consecutive week during the month of September, a Program Participant would be able to receive up to one (1) bonus during this month if the participant met the 85% successful dispatch rate for the week. Unique dispatch success targets are provided each week.

5. Access to the Program, Dispatch Success Targets and Tier Benefits.  Agero will provide you with access to the Program and to your unique dispatch success Targets and cash reward benefits based on the criteria that Agero establishes (which may be modified from time to time). In the event your eligibility access changes due to no longer meeting the Program criteria, you may be restricted from accessing certain benefits including financial bonuses and access to the Agero Plus portal. You agree to not share with other parties the passwords or details of these benefits that are limited to Program Participants.

6. Payment; Setoff Rights.  Payment of bonuses will be made as a separate payment in connection with your Services Agreement and shall be subject to the terms set forth therein for other payments received from Agero, including the right to setoff other amounts that may be due from you against any financial awards made hereunder. Without limitation, if Agero has a reasonable basis to believe that any bonus was earned by you in a fraudulent or other wrongful manner, you will promptly pay back to Agero any bonus (or applicable portion thereof, at Agero’s discretion) previously disbursed to you, and you may lose any earned and unpaid bonuses and permanently lose eligibility to participate in the Program.

7. Other Important Program Limitations and Requirements.  (i) All financial awards and other benefits will immediately stop if you no longer meet all eligibility requirements for any reason, which includes; (ii) financial awards and other benefits will immediately stop accruing and you may lose all accrued but unpaid bonuses and benefits if: (a) you fail to comply with these Terms, (b) you are suspended, rejected or terminated as a network participant by Agero, (c) the Program is suspended or discontinued for any reason, or (d) your account is closed for any reason; (iii) financial awards and other benefits cannot be sold, transferred, or assigned (attempts to purchase, sell or transfer bonuses and benefits in violation of these Terms may result in Agero suspending, deactivating, or terminating your participation in the Program and voiding the financial awards in Agero’s sole discretion); and (iv) you may terminate your participation in the Program at any time by opting out of the Program (to opt-out send notice as provided in Section A.6, Notices, above).

8. Modifications to the Program.  Agero reserves the right to terminate or suspend the Program, including, but not limited to, immediately discontinuing any and all financial award distributions or payments whether earned or unearned. Agero will not be liable in the event of any change, suspension, or discontinuation of the Program. Amounts received through the Program may be taxable to the recipient. Participants in the Program should contact their tax advisor.