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Juice Cloud Services Agreement

Version 1.0 – Effective June 1, 2024

We are Juice Serve, Inc., doing business as Juice (“Juice,” “we,” “us,” “our”), a company registered in California, United States at 710 Lakeway Dr., Sunnyvale, CA 94085, USA. 

We operate the website https://www.js.eco and provide cloud services for seamless charging and parking services and payments in accordance with these Terms and Conditions, including the Order Form which by this reference is incorporated herein (this “Agreement”). 

This Agreement is between you (“Company”) and Juice. Juice and Company may be referred to herein collectively as the “Parties” or individually as a “Party.”

By executing the Order Form, the Parties agree to be bound by the terms and conditions as follows:

1. Definitions.
   • (a) “Authorized User” means Company's employees, consultants, contractors, agents, and customers (i) who are authorized by Company to access and use the Services under the rights granted to Company pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.
   • (b) “Company Data” means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Company or an Authorized User through the Services.
   • (c) “Documentation” means Juice's user manuals, documentation, and guides relating to the Services provided by Juice to Company.
   • (d) “Juice IP”  means the Services, the Documentation, and any and all intellectual property provided to Company or any Authorized User in connection with the foregoing. For the avoidance of doubt, Juice IP does not include Company Data.
   • (e) "Order Form" means the order form filled out and submitted by or on behalf of Company, and accepted by Juice, for Company’s purchase of the license for the Services granted under this Agreement.
   • (f) “Services” means the computer vision, automation and payments platform for charge point and fleet operators to deliver a totally seamless EV charging experience and analytics, as provided to Company pursuant to this Agreement. For Company sites that require vision to be retrofitted, the Services may include camera and networking hardware and maintenance thereof, as specified on an Order Form. 
2. Access and Use.
   • (a) Provision of Access. Subject to and conditioned on Company's payment of Fees and compliance with all other terms and conditions of this Agreement, Juice hereby grants Company a non-exclusive, non-transferable (except in compliance with Section 12(g)) right to access and use the Services during the Term in accordance with the terms and conditions herein. Such use is limited to Company's vehicle charging network. Juice shall provide to Company the necessary Documentation to allow Company to access the Services.
   • (b) Documentation License. Subject to the terms and conditions contained in this Agreement, Juice hereby grants to Company a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 12(g)) license to use the Documentation during the Term solely for Company's internal business purposes in connection with its use of the Services.
   • (c) Use Restrictions. Company shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Company shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
   • (d) Reservation of Rights. Juice reserves all rights not expressly granted to Company in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Company or any third party any intellectual property rights or other right, title, or interest in or to Juice IP.
   • (e) Suspension. Notwithstanding anything to the contrary in this Agreement, Juice may temporarily suspend Company's access to any portion or all of the Services if: (i) Juice reasonably determines that (A) there is a threat or attack on any Juice IP; (B) Company's use of Juice IP disrupts or poses a security risk to Juice IP or to any other Company or vendor of Juice; (C) Company is using Juice IP for fraudulent or illegal activities; (D) subject to applicable law, Company has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Juice's provision of the Services to Company is prohibited by applicable law; (ii) any vendor of Juice has suspended or terminated Juice's access to or use of any third-party services or products required to enable Company to access the Services; or (iii) in accordance with Section 5(a)(iii) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Juice shall use commercially reasonable efforts to provide written notice of any Service Suspension to Company and to provide updates regarding resumption of access to the Services following any Service Suspension. Juice shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Juice will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Company may incur as a result of a Service Suspension.
3. Company Responsibilities. Company is responsible and liable for all uses of the Services and Documentation resulting from access provided by Company, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Company is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Company will be deemed a breach of this Agreement by Company. Company shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services, and shall cause Authorized Users to comply with such provisions.
4. Support. The access rights granted hereunder entitle Company to Juice’s standard support services for the Term or as otherwise specified in the Order Form.
5. Fees and Payment. 
   • (a) Fees. Company shall pay Juice the fees (“Fees”) as set forth in the Order Form without offset or deduction. Juice shall invoice Company monthly or on another mutually agreed frequency. Company shall pay each invoice within thirty (30) days of the invoice date. If Company fails to make any payment when due, without limiting Juice's other rights and remedies: (i) Juice may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Company shall reimburse Juice for all reasonable costs incurred by Juice in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for 30 days or more, Juice may suspend Company's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full.
   • (b) Taxes. All Fees and other amounts payable by Company under this Agreement are exclusive of taxes and similar assessments. Company is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Company hereunder, other than any taxes imposed on Juice's income.
   • (c) Auditing Rights and Required Records. Company agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. Juice may, at its own expense, on reasonable prior notice, periodically inspect and audit Company's records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that Company has underpaid Juice with respect to any amounts due and payable during the Term, Company shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 5(a). Company shall pay for the costs of the audit if the audit determines that Company's underpayment equals or exceeds 1% for any quarter. Such inspection and auditing rights will extend throughout the Term of this Agreement and for a period of two years after the termination or expiration of this Agreement.
6. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). 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. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the date both Parties finally accept this Agreement (the “Effective Date”) and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
7. Intellectual Property Ownership; Feedback. 
   • (a) Juice IP. Company acknowledges that, as between Company and Juice, Juice owns all right, title, and interest, including all intellectual property rights, in and to Juice IP.
   • (b) Company Data. Juice acknowledges that, as between Juice and Company, Company owns all right, title, and interest, including all intellectual property rights, in and to the Company Data. Company hereby grants to Juice a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Company Data and perform all acts with respect to the Company Data as may be necessary for Juice to provide the Services to Company. Company further grants to Juice a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license to use Company Data for internal analytics, research, and development purposes and to improve the Services, provided that Juice does not disclose any Company Data to any third parties without Company’s prior written consent.  
   • (c) Feedback. If Company or any Authorized Users provide, suggest, or recommend any changes to Juice IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Juice is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Company hereby assigns to Juice on Company's behalf, and on behalf of its Authorized Users, all right, title, and interest in, and Juice is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Juice is not required to use any Feedback.
8. Limited Warranty and Warranty Disclaimer.
   • (a) Juice warrants that the Services will conform in all material respects with the Documentation. Juice does not make any representations or guarantees regarding uptime or availability of the Services unless specifically identified in an Order Form. The remedies set forth in an Order Form are Company's sole remedies and Juice's sole liability under the limited warranty set forth in this Section 8(a).
   • (b) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), THE JUICE IP IS PROVIDED “AS IS” AND JUICE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. JUICE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), JUICE MAKES NO WARRANTY OF ANY KIND THAT THE JUICE IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET COMPANY'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
9. Indemnification.
   • (a) Juice Indemnification.
     • (i) Juice shall indemnify, defend, and hold harmless Company from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) (“Losses”) incurred by Company resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights, provided that Company promptly notifies Juice in writing of the claim, cooperates with Juice, and allows Juice sole authority to control the defense and settlement of such claim.
     • (ii) If such a claim is made or appears possible, Company agrees to permit Juice, at Juice's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Company to continue use. If Juice determines that neither alternative is reasonably available, Juice may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Company.
     • (iii) This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Juice or authorized by Juice in writing; (B) modifications to the Services not made by Juice; or (C) Company Data.
   • (b) Company Indemnification. Company shall indemnify, hold harmless, and, at Juice's option, defend Juice from and against any Losses resulting from any Third-Party Claim that the Company Data, or any use of the Company Data in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights, provided that Company may not settle any Third-Party Claim against Juice unless Juice consents to such settlement, and further provided that Juice will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
   • (c) Sole Remedy. THIS SECTION 9 SETS FORTH COMPANY'S SOLE REMEDIES AND JUICE'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
10. Limitations of Liability. IN NO EVENT WILL JUICE BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER JUICE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL JUICE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO JUICE UNDER THIS AGREEMENT IN THE THREE-YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $100,000, WHICHEVER IS LESS. 
11. Term and Termination.
    • (a) Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect for the period specified in the Order Form (the “Initial Term”). This Agreement will automatically renew for successive one-year terms unless earlier terminated pursuant to this Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least 30 days prior to the expiration of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”).
    • (b) Termination. In addition to any other express termination right set forth in this Agreement:
      • (i) Juice may terminate this Agreement, effective on written notice to Company, if Company: (A) fails to pay any amount when due hereunder, and such failure continues more than 30 days after Juice's delivery of written notice thereof; or (B) breaches any of its obligations under Section 2(c) or Section 6;
      • (ii) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured fifteen (15) days after the non-breaching Party provides the breaching Party with written notice of such breach; or
      • (iii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
    • (c) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Company shall immediately discontinue use of Juice IP and, without limiting Company's obligations under Section 6, Company shall delete, destroy, or return all copies of Juice IP and certify in writing to Juice that Juice IP has been deleted or destroyed. No expiration or termination will affect Company's obligation to pay all Fees that may have become due before such expiration or termination or entitle Company to any refund.
    • (d) Survival. This Section 11(d) and Sections 1, 5, 6, 7, 8(b), 9, 10, and 12 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
12. Miscellaneous. 
    • (a) Entire Agreement. This Agreement, together with the Order Form and any other documents 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, and 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 this Agreement and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement; (ii) second, the Order Form as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.
    • (b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth at the top of this Agreement, in a respective Order Form, or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section. All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
    • (c) Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
    • (d) Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) 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, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    • (e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate 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 shall negotiate in good faith to modify this Agreement so as to effect their original intent 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.
    • (f) Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of California 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 California. Any legal suit, action, or proceeding arising out of or related to 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 California in each case located in the County of Santa Clara, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
    • (g) Assignment. Company may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Juice, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
    • (h) Export Regulation. Company shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Company Data outside the US.
    • (i) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Company, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

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[End of Terms and Conditions]

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