Please read these platform terms of use (“Agreement”) carefully because it is a binding contract between the user that accepts this Agreement (“User”) and Juice Global Inc., a Delaware company having an address at 4023 Kennett Pike #50450, Wilmington, DE 19807 USA (“Juice”) governing User use of the services available through the Juice website at https://www.juicyway.com (“Site”) and any mobile applications (each, an “App”) through which they may be made available (the “Services”). By checking an opt-in box, clicking on “I accept” or otherwise accepting this Agreement on the sign-up page, installing the App, or otherwise accessing or using the Services, User acknowledges that they have read, understood, and agree to be bound by and comply with the terms of this Agreement. If User is using the Services on behalf of an entity, partnership, or other organization, then User represents that they: (i) are an authorized representative of that entity with the authority to bind that entity to this Agreement and (ii) such entity agrees to be bound by this Agreement. If User does not agree to the terms of this Agreement, then they are not permitted to use the Services.
ARBITRATION NOTICE. Except for certain kinds of disputes described in the Arbitration provision below, User agrees that disputes arising under this Agreement will be resolved by binding individual arbitration, and BY ACCEPTING THIS AGREEMENT, User AND Juice ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. User AGREES TO GIVE UP User RIGHT TO GO TO COURT to assert or defend User rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a single ARBITRATOR and NOT a judge or jury. See the Arbitration provision below.
BANKING AND FINANCIAL SERVICES: Juice is not a bank and does not itself provide any banking services. The Juice Services are, however, integrated with certain third party servicers, that we call Third Party Servicers. By applying to open a deposit account or other financial services account with a Third Party Servicer through the Services, User also hereby agrees to the following with each of the following Third Party Servicers:
Dorben MFB
Dorben MFB Terms of Use
Dorben MFB Privacy Policy
The Third Party Servicer Agreements and disclosures listed above are incorporated into this Agreement and form part of this Agreement. Juice recommends that you print a copy of this Agreement and each of the above Third Party Servicer Agreements for your records. If not defined in the body of this Agreement, capitalized terms used in this Agreement are defined in the glossary at the end of this Agreement.
Services.
The Services consist of cloud-based (i) financial information storage and reporting; and (ii) the service of communicating information to, from and among Third Party Servicers, as per User instructions. User may make certain selections of Services that they wish to procure through the Application or the Account.
Juice will provide the Services to User for the term of this Agreement, subject to the payment of applicable Fees and compliance with the terms of this Agreement. As part of the Services, Juice hereby grants to User a non-exclusive, non-transferable, non-assignable right to use the Services, as per the terms of this Agreement. User acknowledges that the Services are cloud-based and hosted services and no copies of the Services or Juice System will be delivered to User, other than (where available) the App, subject to the EULA. The Services shall be used by User solely for User own purposes and Juice does not convey any right, title or interest in the Services or Juice System to User. User right to use the Services shall terminate upon any termination of this Agreement or any suspension or termination of the supply of the Services to User.
Financial Transactions
Juice shall not perform any financial transactions for User. User may, however, use the Services to communicate User instructions to a Third Party Servicer of User which Third Party Servicer may perform a financial transaction on behalf of User pursuant to the Third Party Servicer Agreement. For example, if User opens a bank account with a Third Party Servicer that is a bank, then a data Transaction through the Services may result in a financial transaction within the User account with the Third Party Servicer pursuant to the applicable Third Party Servicer Agreement. Juice is not liable for any such financial transaction or the results thereof.
Remittance Transactions
As and where available indicated in disclosure in the Account, certain Third Party Servicers may offer remittance or money transfer services under their respective terms. Where such services are available, the Services will enable User to deliver instructions to the Third Party Servicer to initiate a remittance transaction. Such transactions will result in funds in User’s Financial Account being applied to the remittance transaction as per User instructions to the Third Party Servicer delivered by way of Juice.
Foreign Exchange Transactions
As and where available indicated in disclosure in the Account, by carrying out a remittance transaction from one Third Party Servicer (e.g. a US bank) to another (e.g. a Nigerian MFB), User may be able to cause a given balance of funds to be converted from one currency to another. Juice does not itself carry out such transactions. They are, instead, carried out by Third Party Servicers. Pursuant to User Transaction instructions supplied through Juice, the Third Party Servicer holding the funds of a currency that User wishes to sell will transfer them to the User’s Financial Account at another Third Party Servicer that maintains a Financial Account for the User in another currency. The currency conversion takes place in the course of the remittance transaction from one Third Party Servicer to another.
Bill Payment Transactions
If User has a supplier they wish to pay, as and where available indicated in disclosure in the Account, User may be able to use the Services to instruct a Third Party Servicer to initiate a payment to the supplier.
Payment Processing Transactions
If made available to the User, Juice or one of its Affiliates may provide Payment Processing Services, meaning serving as an agent of the User to receive funds for the User from a Client of the User. Payment Processing Services are supplied under a separate agreement, the Payment Processing Terms which are posted at the Site and incorporated herein by reference.
Combined Financial Transactions
As and where available indicated in disclosure in the Account, User may be able to supply instructions to Third Party Servicers to remit funds to another Third Party Servicer, convert the funds to another currency in the course of such remittance and also pay a supplier invoice.
Restrictions
Each financial transaction initiated through the Services is subject to restrictions as discussed herein and other disclosure in the Account. Certain transactions are not permitted, not possible or may be delayed, reversed or cancelled without prior consent of the User at the sole discretion of Third Party Servicers and Juice.
Errors
User shall immediately notify Juice of any errors by Juice, a Third Party Servicer or User in the supply or use of the Services. Where practicable, Juice shall use commercially reasonable efforts to investigate errors, but makes no representation as to its ability to correct the error. User shall provide Juice with any information necessary to investigate an error in a Transaction. Some payment transactions, such as wire transfers, are irreversible, so User agrees to exercise extreme caution when initiating any financial transaction by way of instructions delivered one of its Third Party Servicers through the Services.
Juice Account and User ID.
Juice shall provide User with a unique and private Account accessible through the Service. The Account shall be a record of User Transactions and Fees. Juice shall provide User with access codes for the Account. User shall not disclose such codes or permit any third party to use them. User has exclusive responsibility for the use of User Account. Juice will invite User to enter certain preferences and specifications within the Application or the Account that will apply to the Services; User assumes exclusive responsibility for such selections even if they contain errors by User or result in losses to User. Any additional terms and conditions posted to the Site with respect to the Account or specific Services preferences selected by User are incorporated herein by reference.
Except as required to deliver the Services or as otherwise required by law, Juice shall not grant any third party access to User Account.
User shall notify Juice by email to legal@juicyway.com immediately of any loss or disclosure, whether voluntary or otherwise, of any Account password or access code to a third party.
Upon User’s request, Juice will also issue User a User ID associated with the Account (“User ID”). User may share their User ID only with officers, directors, bookkeepers, accountants or other User personnel that are directly employed or engaged by User (“User Personnel”) provided that User binds such third parties to undertakings of confidentiality and to also honor the terms hereof. User Personnel may only access and use the Services through the User ID and in compliance with this Agreement; User will not allow User Personnel to share the User ID with third parties. User is responsible for all activity occurring under its User ID whether by User Personnel or otherwise. Juice reserves the right to replace the User ID in its sole discretion for any reason or for no reason. Any User Personnel who accesses the Services does so subject to this Agreement.
User shall provide, at User’s own expense, all necessary hardware, applications and internet connectivity necessary to access the Services. User acknowledges that the internet can be unpredictable in performance, unsecure and may, from time to time, impede access to the Services or performance hereunder. User agrees that Juice is not responsible for any internet outages, unsecure WIFI or other connections or any other interference with User’s use of or access to the Services or security breaches arising from any User Device and User waives any and all claims against Juice in connection therewith.
Limitations.
Prohibited Users
The following Persons are prohibited from using the Services: (i) Persons who appear on the U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC), Specially Designated Nationals List (SDN); (ii) persons designated as sectioned by Nigeria Sanctions Committee including but not those designated as such under the Terrorism (Prevention and Prohibition) Act, 2022 (Nigeria); (iii) Persons who are less than 18 years of age; (iv) Persons, or their Affiliates who have procured services from Juice and have been terminated for cause by Juice; and (v) individual consumers. The Services may not be used for individual consumer use. User must be a business, charitable organization or not-for-profit organization to use the Services. Juice reserves the right to decline to provide Services or terminate Services to one or another type of business; Juice shall notify User of prohibited business types through the Site, the Account or the App. In any case, any business that is illegal or operates in support of illegal activity is prohibited from using the Services.
Limitations on Use
User shall not itself and shall not permit any User Personnel or any other third party to: (i) permit any party to access or use the Services other than the User Personnel authorized under this Agreement; (ii) modify, adapt, alter or translate any software of Juice Systems underlying the Services; (iii) license, lease, rent, loan, distribute, or otherwise transfer the Services to any third party; (iv) except if, and solely to the extent that, such a restriction is impermissible under Law, reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or algorithms, structure or organization) of any software or Juice Systems underlying the Services; (v) use or copy the any software or Juice Systems underlying the Services except as expressly allowed hereunder; (vi) conduct or promote any illegal activities while using the Services; (vii) use the Services to generate unsolicited email advertisements or spam; (viii) use the Services to stalk, harass or harm another individual; (ix) use any high volume automatic, electronic or manual process to access, search or harvest information from the Services (including without limitation robots, spiders or scripts); (x) except if, and solely to the extent that, such a restriction is impermissible under Law, interfere in any way with the proper functioning of the Services or interfere with or disrupt any servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; (xi) attempt to gain access to secured portions of the Services to which it does not possess access rights; (xii) upload or transmit any form of virus, worm, Trojan horse, or other malicious code; (xiii) use any robot, spider, other automatic device, or manual process to extract, “screen scrape”, monitor, “mine”, or copy any static or dynamic web page on the Services or the content contained on any such web page for commercial use without our prior express written permission; (xiv) impersonate any person or entity, or otherwise misrepresent its affiliation with a person or entity; (xv) mirror or frame the Services or any content, place pop-up windows over its pages, or otherwise affect the display of its pages; or (xvi) publicly display or publicly perform any part of the Services. User may not use the Services for any purpose other than a purpose for which the Services are expressly designed. If User is prohibited under Laws from using the Services, User may not use them.
Juice Intellectual Property Rights.
Juice expressly reserves all Intellectual Property Rights in the Services, Juice System and all materials provided by Juice hereunder. All right, title and interest in the Services and all other materials provided by Juice hereunder, any update, adaptation, translation, customization or derivative work thereof, and all Intellectual Property Rights therein will remain with Juice or its licensors. Juice reserves the right, in its sole discretion, to change, modify, add, or remove portions of the Services without prior notice to User or consent of User. Certain of the names, logos, trademarks, trade names, service marks, content, visual interfaces, interactive features, information, compilation, computer code, products, services, and other materials displayed on the Services (“Juice Materials”), are protected by Intellectual Property Rights Laws of the United States, Canada, and other jurisdictions.
User Data Consent.
User hereby authorizes Juice to, directly or through third parties, make any inquiries and conduct any investigation to verify User identity.
The Services requires certain information concerning User, including but not limited to User name, address, phone number, email address, Financial Account information and other Third Party Servicer account information. User agrees that all information it provides to Juice shall be complete and accurate and User shall promptly correct any errors in the information provided to Juice.
Subject to the Juice Privacy Policy, posted at https://www.juicyway.com User and each of User Personnel hereby grant Juice the right to collect, store, use and disclose User Data for the purpose of providing the Services and its integration with Third Party Servicer Services selected by User. Where User Data includes data concerning third parties, User states that it has obtained the necessary consents for Juice to collect, process, store such data hereunder from the relevant data subjects. Data collected by Juice is subject to the Juice Privacy Policy, posted at the Site and incorporated herein by reference. Subject to Law, where Juice is subject to a subpoena request for User Data, Juice shall provide User with an opportunity to contest the request, failing which Juice shall cooperate with the request.
User hereby authorizes Juice and each Third Party Servicer to each obtain from the others and disclose to the others User Data in so far as is necessary to supply their respective services either hereunder or under their respective Third Party Servicer Agreements.
Where required by Law, Juice will disclose User Data to law enforcement agencies. Juice reserves the right to keep User Data for the term of this Agreement and for five (5) years thereafter.
User Data.
Accuracy
User has sole responsibility for the accuracy, appropriateness and completeness of all User Data. Juice will use the User Data it is provided in performing the Services and is not responsible for reviewing, validating or otherwise confirming the accuracy, appropriateness or completeness of User Data.
Security
Juice will take reasonable steps to help protect User Data. However, User understands and agrees that such steps do not guarantee that the Services are invulnerable to all security breaches or immune from viruses, security threats or other vulnerabilities. Juice reserves the right to cooperate with local, state and federal authorities in investigations of improper or unlawful activities and this may require the disclosure of User’s personal information. Juice may also report to other organizations about improper or unlawful user activities and this reporting may include disclosure of personal information relating to those individuals conducting such improper or unlawful activities.
User shall secure User Data in its possession or under its control. User assumes exclusive responsibility for ensuring the security of User Device and the Data on it. Juice is not liable for the operation or failure of User Devices or those of any third party, including but not limited to processors, hosting services, internet service providers and other Third Party Servicers. User shall not operate User Device in a manner that does not meet the applicable security requirements of Juice, indicated in the Account or on the Site, or those of Third Party Servicers.
Juice is not responsible for performing, and is not liable for any failure to perform, any back-up of any User Data or other data provided, transmitted, processed, or stored by User in or through the Services. It is User’s responsibility to back-up onto a User Device all User Data, including all data and records that User submits to Juice.
Sharing
Juice shall disclose User Data to those representatives of User identified by User for such purposes and also to such Third Party Servicers as User has selected. Juice has no liability for any collection, processing, storage, use or disclosure of User Data by any Third Party Servicer or any other third party. Juice reserves the right to decline to share User Data with any third party where Juice believes that such sharing may expose User or Juice to excessive security, financial or reputational risk, provided however that Juice shall never be liable for any act or omission of any third party with respect to User Data or otherwise. Juice makes no warranty, representation, endorsement, or guarantee regarding, and accepts no responsibility or liability for, the quality, content, nature, veracity or reliability of any User Data.
Feedback
In the event that User provides Juice any ideas, thoughts, criticisms, suggested improvements or other feedback related to the Services (collectively “Feedback”), User agrees that Juice may use the Feedback to modify the Services and that User will not be due any compensation, including any royalty related to the product or service that incorporates the Feedback. User hereby grants Juice a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether User provides the Feedback on the Services or through any other method of communication with Juice.
Limitations
User shall not take possession of or enter into the Account any data: (i) that User does not have the lawful right to copy, transmit, distribute, and display (including any User Data that would violate any confidentiality or fiduciary obligations that User might have with respect to the User Data); (ii) for which User does not have the consent or permission from the owner of any personally identifiable information contained in the User Data; (iii) that infringes, misappropriates or otherwise violates any Intellectual Property Rights or violates any privacy rights of any third party; (iv) that is false or misleading; (v) that is defamatory, obscene, or offensive; (vi) that violates, or encourages any conduct that would violate, any Laws or regulation or would give rise to civil or criminal liability; or (vii) that contains any viruses, trojan horses, spyware, malware, worms, time bombs, cancelbots, or other disabling devices or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
Financial Data Storage, Not Advice
Focused on financial transaction information processing, the Services shall enable the storage of User Data that is of a financial nature. User acknowledges, however, that the Services provided under this Agreement do not include the supply of any accounting, financial, investment, legal or other professional advice. Juice is not an accounting or other professional services firm. Juice does not hold any licenses for the supply of any accounting, financial, investment, legal or other professional advice and none of the Services shall be construed as including any such services. Data presented in the Services, such as financial information, for example, shall not be construed as reflective of the financial status of User or any third party nor are they necessarily compatible with any specific accounting standards, such as GAAP (generally accepted accounting principles). User shall be exclusively responsible for retaining third party any accounting, financial, investment, legal and other professional advice.
User Call Monitoring
Juice may monitor and record support-related and other outbound calls to User, as well as inbound calls to Juice by User or User’s representatives, for compliance, support, training and other purposes. User agrees that Juice may record any call between User and Juice relating to the Services, and agrees to (i) notify all relevant User employees that calls with Juice may be monitored and (ii) indemnify and hold harmless Juice from any claim arising as a result of Juice’s monitoring or recording of calls between Juice and User’s representatives.
Indemnification.
User shall defend, indemnify, and hold harmless Juice, its employees, officers, directors Affiliates, suppliers, licensors, Third Party Servicers and other customers against any and all liability including damages, recoveries, deficiencies, interest, penalties, losses and reasonable attorney’s fees arising out of or relating to: (i) any breach of the terms hereof; (ii) any breach of a Third Party Servicer Agreement; (iii) any violation of any Laws; (iv) any use of User Data by User or a Third Party Servicer or other third party; (v) User use of the Services, including in combination with any third party service; (vi) any Transaction; (vii) any financial transaction occurring as a result of data communicated via the Services; (viii) any act or omission of any Third Party Servicer or Client; (ix) costs incurred by Juice enforcing the terms hereof or responding to any subpoena relating to User, User Data or a Third Party Servicer; (x) any claim by a governmental taxing authority; or (xi) any dispute between User and any third party or User Personnel.
Term, Termination and Suspension
Term
The term of this Agreement (“Term”) shall begin as of when User accepts this Agreement, completes the Application or obtains an Account and shall continue on a month to month basis until terminated in accordance with the terms hereof.
Termination
Either party may terminate this Agreement at any time for any reason or for no reason. User may terminate by closing their Account or such other means as the Services may provide. Juice may terminate this Agreement by notice to User through the Account, by email to the contact information provided in the Application or by other electronic notice to other contact information provided by User to Juice.
Suspension
Juice may, at its discretion, suspend User access to or otherwise modify, the Services and any component thereof, without notice in order to: (i) prevent damages to, or degradation of the integrity of, Juice’s internet network; (ii) comply with any Law; (iii) otherwise protect Juice from potential legal liability or harm to its reputation or business; or (iv) because Juice has opted to change the Services. Juice will use commercially reasonable efforts to notify User of the reason(s) for such suspension or termination action as soon as reasonably practicable. Nothing contained in this Agreement will be construed to limit Juice’s actions or remedies or act as a waiver of Juice’s rights in any way with respect to any of the foregoing activities. Juice will not be responsible for any loss or damages incurred by User as a result of any termination or suspension of access to or use of the Services.
User Support.
Juice will use commercially reasonable efforts to provide User with technical support services relating to the Services via its technical support website, email, or telephone.
Juice may update the Services in its sole discretion which updates may alter, add or remove functionality of the Services. Juice may also, from time to time, schedule downtime for maintenance and upgrades to the Services.
Fees.
Fees
Access to the Services may require User to pay Fees, as may be further described at https://www.juicyway.com or otherwise on the Site, the App or in the Account. All Fees are in U.S. dollars and are non-refundable, unless otherwise provided herein. Juice reserves the right to amend the Fees my posting new Fees on the Site, in the App or in the Account; such changes shall take effect within thirty (30) days unless accepted by User earlier or if User does not close their Account within such delay.
Payment
User shall authorize Juice to collect payment of Fees from a credit card, debit card or other means of payment; User authorizes Juice to charge all Fees and other amounts owing hereunder from such payment method. If User pays any Fees with a credit card, Juice may seek pre-authorization of User’s credit card account prior to User’s purchase to verify that the credit card is valid and has the necessary funds or credit available to cover User’s purchase. Juice may instruct any Third Party Servicer to settle amounts of Fees or other amounts owing from User to Juice or any of its Affiliates from a Financial Account.
The Services may include functionality for activating, updating, or canceling recurring payments for periodic charges. If User activates or updates recurring payments through the Services, User authorizes Juice to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or User’s account, all accrued sums on or before the payment due date for the accrued sums. If User uses the Services to updates or cancels any existing authorized one-time or recurring payment, it may take up to 10 business days for the update or cancellation to take effect.
Without limitation, Juice reserves the right to suspend the Services until all Fees or other amounts owing hereunder are paid in full or terminate this Agreement for late payment.
Fees quoted do not include, and User shall hold Juice harmless from all sales, use, gross receipts, value-added, personal property or other taxes, and all applicable duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transaction contemplated herein, other than taxes based on the net income or profits of Juice.
ACH Consent
User desires to effect settlement of credits and debits from User Financial Account(s) by means of ACH and/or wire transfer in conjunction with the Services for User by Juice. In accordance with this desire, User authorizes Juice and/or its affiliates to initiate debit and credit entries to User Financial Account (the details of which are provided by User through the Account or by other means acceptable to Juice). User shall maintain sufficient funds in User Financial Account to cover such debit transactions. User states that User has the authority to agree to such transactions and that User Financial Account indicated is a valid and legitimate account for the handling of these transactions. This authority is to remain in effect until Juice receives written notice from User revoking it. This authorization is for the payment of Fees or any other sums owed to Juice. User certifies that the appropriate authorizations are in place to allow User to authorize this method of settlement. All changes to the identification of User Financial Account under this authorization must be made in writing in accordance with the Agreement. User understands that if the information supplied as to the ABA Routing Number and Account Number of the User Financial Account is incorrect, and funds are incorrectly deposited, Juice will attempt to assist User in the recovery of such funds but has no liability as to restitution of the same. Juice’s assistance in recovering the funds, where available, will be billed to User at Juice’s current hourly rate for such work. User acknowledges that the origination of ACH transactions to the User Financial Account must comply with the provisions of U.S. law.
Nigeria Direct Debit Mandate
User hereby requests, instructs and authorises Juice and its Affiliates or designees to debit User’s Financial Account in accordance with any direct debit instruction issued and delivered to you by the User for such amounts necessary for daily/monthly/quarterly/semi-annual payments due in respect of this Agreement (“Nigeria Direct Debit Mandate”) commencing as of the date on which this Agreement is accepted by User and ending thirty (30) days following termination of this Agreement. All such debits from User’s Financial Account by Juice in accordance with any direct debit instruction issued and delivered to Juice by the User through the Services shall be treated as though they have been signed by User. The amounts are variable and may be debited on various dates. User understands that Juice may change the amount and dates only after giving User prior notice. User understands that the withdrawals hereby authorised will be processed by electronic funds transfer, and User also understands that details of each withdrawal will be printed on my bank statement and/or an accompanying voucher. User agrees to pay any bank charges relating to this Nigeria Direct Debit Mandate. This Nigeria Direct Debit Mandate may be cancelled by User by giving both Third Party Servicer and Juice twenty (20) Business Days notice in writing, sent by prepaid registered post, or delivered to the addresses stated above, but User understands that User shall not be entitled to any refund of amounts which may have already been withdrawn while this Nigeria Direct Debit Mandate was in force if such amounts were legally owing to the Juice. User understands that if any direct debit instruction is paid which breaches the terms of this Nigeria Direct Debit Mandate, User shall not be liable to Juice in any way or manner whatsoever, whether under contract, tort or negligence and that our recourse shall be limited to Juice.
Additional Consents
Where deemed necessary by Juice, User shall sign such additional consents as may be necessary to give effect to the ACH consent and Nigeria Direct Debit Mandate set out in this Agreement.
Refunds
In the event of termination of the Services for any reason except for User’s breach of this Agreement, Juice may provide User with a refund of any pre-paid, but unused Fees related to such Services, subject to the following: (i) no refund shall be paid for the current month’s Services, regardless of the day on which User cancels the Services; (ii) Juice will retain and not be obligated to refund any prepaid Fees up to and including the amount of Fees User would have been required under this Agreement to pay for User’s use of the Services for the two month period following the effective date of the termination of the Services. User is not entitled to any refund for Juice’s termination of the Services based upon User’s breach. If User purchased access to the Services at a discounted price, any refund will lose the benefit of that discount.
Confidential Information.
Each party acknowledges that it may directly or indirectly disclose Confidential Information to the other party in the course of negotiation of and performance of this Agreement. All such Confidential Information disclosed hereunder shall remain the sole property of the disclosing party (or other third party), and the receiving party shall have no interest in, or rights with respect thereto, except as set forth herein. Each party agrees to treat such Confidential Information with the same degree of care and security as it treats its most confidential information. Each party may disclose such Confidential Information to employees and agents who require such knowledge to perform services under this Agreement. Except as otherwise contemplated by this Agreement, neither party shall disclose the Confidential Information of the other party to any third party without the prior written consent of the disclosing party, and the duty of confidentiality created by this section shall survive any termination of the Agreement. User Data shall, without limitation, be User Confidential Information. Juice Data shall, without limitation, be Juice Confidential Information.
User Representations and Warranties.
User represents and warrants to Juice that:
User has the legal authority to bind User organization to this Agreement and to perform hereunder and under each Third Party Servicer Agreement to which User is a party. User is the exclusive owner of the Account and is not operating the Account on behalf of any third party.
User has the legal capacity to enter into this Agreement and perform User obligations hereunder.
User is a business, charitable organization or not-for-profit organization and shall use the Services for only business purposes and not for individual consumer purposes.
User shall immediately advise Juice of defects in the Services or any claim or threatened claim against Juice. User shall immediately notify Juice of any defects in a Product for which a Third Party Servicer has been used as a payment method.
User use of the Services conforms to all Laws and the terms of this Agreement.
No Warranties by Juice.
Content; Third Party Servicers
Content from Third Party Servicers, other users, suppliers, advertisers, and other third parties may be made available to User through the Services. Juice does not control such content; User agrees that Juice is not responsible for any such content. Juice does not make any guarantees about the accuracy, currency, suitability, or quality of the information in such content and Juice assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content made available by other users, advertisers, and other third parties or violation of any third party rights related to such content. The Services may contain links to websites not operated by Juice. Juice is not responsible for the content, products, materials, or practices (including privacy practices) of such websites. User understands that by using the Services, User may be exposed to third-party websites that User finds offensive, indecent or otherwise objectionable. Juice makes no warranty, representation, endorsement, or guarantee regarding, and accepts no responsibility for, the quality, content, nature or reliability of third party websites, products or services accessible by hyperlink or otherwise from the Site or Services including but not limited to Third Party Servicer Services. Juice provides these links for User’s convenience only and does not control such third parties. Juice’s inclusion of links to such links or integrations does not imply any endorsement of the materials on such third party services or any association with their operators. The Services may contain links to sites that are operated by Juice but which operate under different terms. It is User’s responsibility to review the privacy policies and terms and conditions of any other site User visits. User AGREES THAT IN NO EVENT WILL Juice BE LIABLE TO User IN CONNECTION WITH ANY WEBSITES, CONTENT, MATERIALS, OR PRACTICES OF ANY THIRD PARTY.
Services
THE SERVICES AND ALL MATERIAL OR CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Juice HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. Juice DOES NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY User FROM THE SERVICES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE Juice ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. User ASSUMES ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM User’s USE OF OR ACCESS TO THE SERVICES, User’s DEALING WITH ANY OTHER USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES. User UNDERSTANDS AND AGREES THAT User USES THE SERVICES, AND USES, ACCESSES, DOWNLOADS, OR OTHERWISE OBTAINS MATERIALS OR CONTENT THROUGH THE SERVICES AND ANY ASSOCIATED SITES OR SERVICES, AT User’s OWN DISCRETION AND RISK, AND THAT User IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO User’s PROPERTY (INCLUDING User’s COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICES), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OR USE OF MATERIAL OR CONTENT.
SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND User MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION
Limitation of Liability.
IN NO EVENT WILL Juice BE LIABLE FOR DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT EXCEEDING FEES PAID IN RESPECT OF THE SERVICES DURING THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT. IN NO EVENT SHALL Juice’s SUPPLIERS OR THIRD PARTY SERVICERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
IN NO EVENT SHALL Juice BE LIABLE TO User FOR ANY (I) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, (II) LOST SAVINGS, PROFITS, DATA, USE, OR GOODWILL, (III) BUSINESS INTERRUPTION EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY, OR (IV) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM) OR OTHERWISE. IN NO EVENT SHALL Juice BE LIABLE FOR PROCUREMENT OR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.
TO THE EXTENT THAT Juice MAY NOT, AS A MATTER OF LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF Juice’s LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
Juice shall not be liable for any claims, losses or liabilities related to any Product, Client or Third Party Servicer.
General Clauses.
Governing Law . This Agreement shall be governed pursuant to the laws of the State of Delaware without regard to its conflict of laws rules.
Dispute Resolution. Any dispute, controversy or claim arising out of or in connection with this Agreement, including the breach, termination or validity thereof, shall be resolved through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place in the state county where Juice is located, and the language of the arbitration shall be English. Each party shall bear its own costs of arbitration, and the parties shall share equally the fees and expenses of the arbitrator(s). The award of the arbitrator(s) shall be final and binding upon the parties and may be enforced in any court of competent jurisdiction. Nothing in this clause shall preclude either party from seeking interim injunctive relief, or any other provisional remedy, from any court of competent jurisdiction in the State and county where Juice has its registered address. User agrees to waive any right it may have to: (i) a trial by jury; and (ii) the commencement of or participation in any class action against Juice related to this website, User also agrees to opt out of any class proceedings against Juice or its Third Party Servicers.
Notice. Any notice or communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been received when sent by electronic mail to the email address provided by the recipient party which in the case of Juice shall be legal@juicyway.com. It is User’s responsibility to keep Juice updated as to User’s current email address. Any notice or communication sent by electronic mail shall be deemed to have been received on the date and at the time of transmission, provided that no "system error" or other notice of non-delivery is generated or received by the sender.
Interpretation. The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. In this Agreement, words importing the singular number include the plural and vice versa; words importing gender include all genders; and words importing persons include individuals, sole proprietors, partnerships, corporations, trusts and unincorporated associations.
Amendment and Waiver. Juice reserves the right, in its discretion, to amend this Agreement at any time by posting amendments on the Site or in the App. User is responsible for periodically reviewing the amendments on the Site and the App, and User is deemed to be aware of such amendments. If User does not agree to the amended terms and conditions, User shall immediately stop using the Services. No supplement, modification or amendment to this Agreement and no waiver of any provision of this Agreement shall be binding on Juice unless executed by Juice in writing. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.
Severability. Any provision of this Agreement which is held by a court of competent jurisdiction to be illegal, invalid or unenforceable in such jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability and shall otherwise be enforced to the maximum extent permitted by law, all without affecting the remaining provisions of this Agreement or affecting the legality, validity or enforceability of such provision in any other jurisdiction.
Enurement. This Agreement shall inure to the benefit of and be binding upon each of the Parties and their respective successors and permitted assigns. User acknowledges having read this Agreement before accepting it, having the authority to accept this Agreement and having received a copy of this Agreement. User represents that they have had opportunity to obtain legal advice on this Agreement prior to accepting it.
E-Sign Consent. Under the Electronic Signatures in Global and National Commerce Act (“E-Sign”), this Agreement and all electronically executed documents related hereto are legally binding in the same manner as are hard copy documents executed by hand signature when (1) your electronic signature is associated with the Agreement and related documents, (2) you consent and intend to be bound by the Agreement and related documents, and (3) the Agreement is delivered in an electronic record capable of retention by the recipient at the time of receipt (i.e., print or otherwise store the electronic record). This Agreement and all related electronic documents shall be governed by the provisions of E-Sign. You agree (i) that the Agreement and related documents shall be effective by electronic means (ii) to be bound by the terms and conditions of this Agreement and related documents and (iii) that you have the ability to print or otherwise store the Agreement and related documents.
Assignment. User may not assign this Agreement or any of its rights or obligations hereunder to any third party without prior written consent of Juice. Any assignment in violation of this section shall be void. Juice may assign this Agreement without restriction and without any notice to User. The terms of this Agreement shall be binding upon permitted successors and assigns. User agrees that on a sale of all or substantively all of the assets of Juice, Juice may include in the sale the copy of User’s payment method (e.g. credit card information) used to pay Fees hereunder.
Right to List as a User. User agrees that Juice may utilize User’s entity name in listings of current customers. Use of User’s name in any other marketing materials or press announcements will be submitted to User in advance for approval, and such approval will not be unreasonably withheld.
Compliance with Export Regulations. User has or shall obtain in a timely manner all necessary or appropriate licenses, permits or other governmental authorizations or approvals; shall indemnify and hold Juice harmless from, and bear all expense of, complying with all foreign or domestic laws, regulations or requirements pertaining to the importation, exportation, or use of the technology to be developed or provided herein. User shall not directly or indirectly export or re-export (including by transmission) any regulated technology to any country to which such activity is restricted by regulation or statute, without the prior written consent, if required, of the administrator of export laws.
European Union Residents. If User resides in the European Union (EU) or if any transfer of information between User and the Services is governed by the European Union Data Protection Directive or national laws implementing that Directive, then User consents to the transfer of such information outside of the European Union to its country and to such other countries as may be contemplated by the features and activities provided by the Services.
Construction. Except as otherwise provided herein, the Parties rights and remedies under this Agreement are cumulative. The term “including” means “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect.
Force Majeure. User acknowledges and understands that if Juice is unable to provide Services as a result of a force majeure event Juice will not be in breach of this Agreement and will not be liable for delays caused by such event. A force majeure event means any event beyond the control of Juice.
Waiver. The failure to exercise, or delay in exercising, a right, power or remedy provided in this Agreement or by law in one instance shall not preclude enforcement thereof on future occasions.
Independent Contractors. User’s relationship to Juice is that of an independent contractor, and neither Party is an agent or partner of the other. User will not have, and will not represent to any third party that it has, any authority to act on behalf of Juice.
Entire Agreement. In the event of any conflict between this Agreement and the information provided during Application or otherwise on the Site, in the App or in the EULA, this Agreement shall control. In the event of any inconsistency between the body of this Agreement and the Juice Privacy Policy, the former shall prevail. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any and all prior agreements, negotiations, or other communications, whether written or oral. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
English Language. It is the express wish of the parties that this Agreement and all related documents be drawn up in English.
Survival. Upon termination or expiration of this Agreement for any reason: (i) all rights and obligations of both Parties (except for User’s payment of all sums then owing), including all licenses granted hereunder, shall immediately terminate except as provided below; (ii) within thirty (30) days after the effective date of termination, each Party shall comply with the obligations to return or destroy all Confidential Information. The following Sections will also survive expiration or termination of this Agreement for any reason: the introductory paragraph, Sections 3 Limitations, 4 Juice Intellectual Property Rights, 5 User Data Consent, 7 Indemnity, 10 Fees, 11 Confidential Information, 12 User Warranties, 13 No Warranties by Juice, 14 Limitation of Liability and 15 General Clauses.
Glossary.
The following words used in this Agreement are defined as follows:
Affiliate means, in relation to a Person, another Person that directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or common control with the Person, or a Person's principal partners, shareholders, or owners of some other ownership interest.
App means an application available for download to certain mobile devices through which User can access the Services, subject to the EULA.
Application means the on-line sign-up process on Juice’s website.
Client means a client or customer of User.
Confidential Information means all proprietary, secret or confidential information or data relating to either party and its affiliates, operations, employees, products or services, clients, customers or potential customers. Confidential Information shall include customer lists, cardholder account numbers, pricing information, computer access codes, instruction and/or procedural manuals, and the terms and conditions of this Agreement. Information shall not be considered Confidential Information to the extent, but only to the extent, that such information is: (i) already known to the receiving party free of any restriction at the time it is obtained; (ii) subsequently learned from an independent third party free of any restriction and without breach of this Agreement; (iii) or becomes publicly available through no wrongful act of the receiving party; (iv) independently developed by the receiving party without reference to any Confidential Information of the other; or (v) required to be disclosed by Law.
Data means User Data or Juice Data.
EULA means an end-user license agreement pursuant to which the App is licensed to the User for the limited purpose of accessing the Services.
Fees means fees payable by User for use of the Services, as disclosed at https://www.juicyway.com or otherwise on the Site, the App or in the Account.
Financial Account means User bank account or other financial account, if any, with a Third Party Servicer.
Intellectual Property Rights means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress, works of authorship, inventions, discoveries and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
Juice Data means information concerning Services or provided to User by Juice through the Account or otherwise.
Juice Privacy Policy means the privacy policy of Juice posted at https://www.juicyway.com such as it is from time to time.
Laws shall mean laws, statutes, codes, ordinances, orders, decrees, rules, regulations, and municipal by laws, whether domestic, or foreign, all judgments, orders, writs, injunctions, decisions, rulings, decrees, and awards of any government authority having jurisdiction.
Party means either User or Juice and Parties means both User and Juice.
Payment Processing Services means the service of receiving funds for User sales from Clients under separate Payment Processing Terms. For the purposes of this Agreement, Payment Processing Services are also Third Party Servicer Services but without reducing Juice liability under Payment Processing Terms.
Payment Processing Terms means an Agreement between User and Juice or an Affiliate of Juice under which Payment Processing Services are provided. For the purposes of this Agreement, Payment Processing Terms are also a Third Party Servicer Agreement.
Term has the meaning set out in Section 8.
Third Party Servicer Agreement means an agreement between User and a Third Party Servicer concerning the supply of Third Party Servicer Services to User.
Third Party Servicer means a third party that has entered into Third Party Servicer Agreement with User pursuant to which the Third Party Servicer provides Third Party Servicer Services to User.
Third Party Servicer Services means the services of a Third Party Servicer provided pursuant to Third Party Servicer Agreement.
User Device means computer system, tablet or phone used by User to access the Services or manage Data or User business.
User Financial Account means a bank account of the User identified by User as being an account from which Juice may debit Fees or other amounts owing hereunder.
User means you and if you are using the Services on behalf of a company, entity, or organization, the entity, partnership or organization, then ‘you’ also includes such entity.