Juice - Operator Partner Platform Terms

1. Purpose & Scope

What we do. Juice provides a technology platform that enables Operators to authorize vehicles for access, usage, and payments at physical Sites using computer vision (CV) and other authorization triggers, including (without limitation) Plug & Charge and Autocharge for EV charging and QR/NFC/App in non‑vision contexts.

Where you use it. The Platform may be used across your Sites (e.g., car wash, fueling/gas, automatic tolls, parking, retail/drive‑thru, EV charging) and related Assets (gates, pumps, stalls, chargers, kiosks, cameras, POS, etc.).

Features, Add‑Ons & Connectors. Optional modules (“Add‑Ons”) and third‑party integrations (“Connectors”) are available in our portals. Enabling a module is your instruction to process and/or share the minimum data needed for that module to function, subject to these Terms and any in‑product Supplemental Terms shown at activation.

2. Key Roles & Definitions

• Operator: the entity that controls the Site(s) and Assets.
• End User: an individual or business using your Site (e.g., driver, fleet, shopper).
• Fleet: a business customer with multiple vehicles/accounts.
• Auth Triggers: mechanisms that permit access/usage/payment (e.g., CV, Plug & Charge or Autocharge credentials, QR/NFC/App tokens).
• Operator Data: data originating from your Sites/Assets (telemetry, session/visit metadata, transactions, plate numbers and imagery where enabled, device health, pricing).
• Personal Data: information relating to an identified or identifiable person.

3. Accounts, Access & Controls

Admins. You designate administrators to manage users, permissions, Add‑Ons/Connectors, and Site/Asset settings.

Granular scopes. Access uses Scopes (e.g., telemetry, session events, payment initiation, device control) at tenant, Site, Asset, or group level. You may enable/disable scopes at any time; changes take effect immediately and are logged.

Audit trails. The Platform records immutable logs of feature toggles, connector grants/revocations, command relays, and material administrative actions.

4. Operator Responsibilities (Physical World & Compliance)

• Sites & safety. You are solely responsible for physical Sites and operations, including signage, site access rules, traffic flow, barriers/gates, fail‑safes, supervision, and emergency procedures. CV outputs and triggers are assistive; you maintain human oversight for safety‑critical decisions.
• Permits & compliance. You obtain and maintain all permits, licenses, and approvals required for your Sites and use cases (surveillance, tolling, fueling, parking, drive‑thru, EV charging, consumer‑protection, accessibility, environmental, health & safety).
• Signage & consent. You provide clear, compliant signage/notices (e.g., imaging/recording, LPR/ANPR, payment terms/fees, surcharges, refunds, data rights) and, where required, obtain consents and offer legally required opt‑outs.
• Insurance. You maintain appropriate insurance (e.g., general liability, product/site liability, property, and where appropriate cyber/privacy).
• Marketing & pricing. You set and display prices, fees, taxes, discounts, and promotions, and comply with card‑network and local pricing/receipt rules (including surcharge/service‑fee requirements).

5. What Juice Provides

Platform services. Hosted software, APIs/SDKs, portals, CV services, authorization triggers (CV, Plug & Charge, Autocharge, QR/NFC/App), eventing/observability, rules/guardrails, and command relay to Assets you connect.

Availability target. Core processing planes target 99.9% monthly availability, excluding scheduled maintenance (notice ≥48 hours; typically ≤2 hours/month) and upstream carrier/utility failures.

Support. Portal/email support during published hours; escalations via the support runbook. Dashboards show uptime, latency, and command success.

6. Fees, Billing & Taxes

Simple fee schedule. We provide a clear fee schedule to you in writing during onboarding or when you connect to the Platform and/or activate features. If we update fees, we will notify you in writing (portal banner and/or email) before changes take effect. If you do not agree with an update, you may disable the impacted feature(s) or terminate under Section 18 before the effective date.

Automatic micro‑transaction fees. Most Platform fees are automatically processed at the time of each transaction or settled from gross amounts collected through the Platform. These fees are deducted automatically; no separate invoice is required.

Separately invoiced services. Certain services (for example, site‑monitoring SaaS subscriptions or hardware‑as‑a‑service (HaaS)) may be invoiced separately on Net 30 terms. Disputes must be raised within 30 days of invoice date. Undisputed amounts remain payable.

Taxes. Fees are exclusive of taxes. You are responsible for applicable taxes, duties, and levies for your Sites and transactions.

7. Fleet Billing Program (Default‑On; Operator Opt‑Out)

Program. Juice may onboard fleets into Juice accounts, provide consolidated monthly invoicing to fleets for multi‑site usage, and collect on those invoices.

Payouts after collection. Operator payouts occur only after Juice receives successful payment from the fleet or End User (cleared funds). We do not advance or guarantee payments.

Limited payments agent. Where permitted, you appoint Juice as your limited payments collection agent solely to receive payments from fleets/End Users for transactions at your Sites. Our receipt constitutes your receipt; payouts are net of automatically processed micro‑transaction fees, any separately agreed fees, refunds, chargebacks, adjustments, and reserves.

Opt‑out. You may opt out at any time in the portal or by written notice. Opt‑out does not affect transactions already initiated or invoices already issued.

Risk & reserves. We may apply reserves, rolling holds, or offsets for chargebacks, refunds, suspected fraud, or risk, and may net negative balances against future payouts.

8. QR/NFC/App & Ad‑Hoc Payments

• Flow. End Users can initiate checkout via QR/NFC/App/URL on signage or devices. You ensure codes are properly placed and secured.
• Merchant of record. Unless we inform you otherwise in writing, you are Merchant of Record with the payment service provider (PSP). Juice facilitates processing via integrated PSPs without acting as a bank or money transmitter to you.
• Underwriting. You complete PSP onboarding (KYC/AML, sanctions). PSPs may impose reserves/holds/limits.
• Rules & disputes. You comply with card‑network rules and handle refunds and chargebacks. We pass dispute notices via the portal/webhooks.

9. Plug & Charge, Autocharge & Other Credentialed Triggers

Credentials. For EV charging and similar use cases, the Platform can verify vehicle/device credentials (e.g., Plug & Charge or Autocharge) and authorize sessions accordingly.

Compatibility. You ensure chargers/Assets, firmware, and local configurations support selected triggers. We provide reasonable guidance and fallbacks (e.g., QR/NFC/App) where available.

Guardrails. Configure allowlists, geofences, schedules, or spend caps as needed. We log trigger origin, target, and status.

10. Computer Vision (CV)

• Capabilities. Vehicle/plate recognition (LPR/ANPR), lane/queue detection, stall occupancy, vehicle classification, safety/obstruction alerts, and event snapshots/metadata for access, usage, pricing, and settlement.
• Operator duties. You provide required notices/signage and any required consents; ensure lawful camera placement and fields‑of‑view; and avoid capturing adjacent private areas unlawfully.
• Sensitive uses. Unless explicitly allowed and lawful, do not use CV for biometric identification of individuals (e.g., facial identification or emotion inference).
• Retention & minimization. Default retention for raw video is short operational buffering; event images/metadata may be retained up to 12 months unless you configure shorter or law requires longer. Use masking/obfuscation where offered and export only necessary fields.
• Law enforcement. Provide footage/logs only in response to valid legal process; keep records of disclosures.

11. Data Rights, Privacy & Security

Ownership. As between the parties, Operator owns Operator Data; Juice owns the Platform and de‑identified/aggregated analytics that do not reasonably identify you or an individual.

License to operate. You grant Juice a non‑exclusive license to process Operator Data to provide, secure, and improve the Platform and any enabled Add‑Ons/Connectors.

No resale. We do not sell Operator Data. We may use de‑identified/aggregated data to operate and enhance the Platform and to publish benchmarks.

Security. We implement industry‑standard safeguards (encryption in transit/at rest, least‑privilege access, MFA for privileged accounts, segmentation, vulnerability management, monitoring, incident response) and will notify you without undue delay of personal‑data breaches affecting Operator Data.

Privacy terms. The Data Processing Addendum in Annex A applies where Operator Data includes Personal Data. Where relevant, the EU SCCs/UK Addendum in Annex A apply to international transfers.

12. Third‑Party Connectors & Add‑Ons

Your choice. Enabling a Connector/Add‑On authorizes data sharing and/or command execution within your configured Scopes/Assets.

Third‑party terms. Third‑party providers operate under their own terms and privacy policies. We do not control and are not responsible for third‑party services.

Removal. We may suspend or remove a Connector/Add‑On for security, legal, or operational reasons.

13. Acceptable Use

You will not: (a) violate law or third‑party rights; (b) bypass security or rate limits; (c) submit malicious code; (d) access Sites/Assets/Scopes you have not enabled; (e) interfere with Platform operation; or (f) misrepresent pricing, fees, or the origin of data.

14. Intellectual Property & Feedback

Platform IP. We retain all rights in the Platform and improvements. No implied licenses.

Marks. You grant us a limited, revocable license to use your name/logo for factual customer/partner lists; broader publicity requires written consent.

Feedback. You grant Juice a royalty‑free, worldwide, irrevocable license to use feedback to improve the Platform.

15. Warranties & Disclaimers

Performance. We warrant the Platform will be provided in a professional and workmanlike manner.

Beta/preview. Beta or preview features are provided “as is,” may change or be discontinued, and are excluded from SLAs.

General disclaimer. Except as expressly stated, the Platform is provided “as is,” without implied warranties of merchantability, fitness for a particular purpose, or non‑infringement.

16. Indemnities

By Juice (IP). We will defend and indemnify you against third‑party claims that the Platform, as provided, directly infringes IP rights, subject to customary exclusions (combinations we did not provide, use contrary to documentation, or use after notice to stop where an alternative was offered).

By Operator. You will defend and indemnify Juice against claims arising from your Sites/Assets or configuration (including signage/consent), violations of law or card‑network rules, your use of third‑party Connectors/Add‑Ons, misuse of Scopes/commands, or product/pricing representations to End Users.

17. Limitation of Liability

Except for (i) IP indemnity; (ii) breach of confidentiality; and (iii) a data‑security breach caused by a party’s failure to maintain reasonable security: each party’s aggregate liability under these Terms is limited to the fees paid or payable by you to Juice in the 12 months preceding the claim. No indirect, incidental, special, consequential, or punitive damages.

18. Term, Suspension & Termination

Term. These Terms start on acceptance and continue until terminated.

Suspension. We may suspend access to address security or legal risk, non‑payment, or misuse.

Termination. Either party may terminate with 30 days’ notice or immediately for material breach, illegal activity, or safety risk.

Effect. On termination or feature disablement, we cease processing for the affected features and will delete/return Operator Data per Annex A. Transactions initiated before termination may be completed to protect End Users and prevent fraud.

19. Publicity

Public announcements require mutual written consent. Factual customer/partner listings require written consent (email is sufficient).

20. Assignment & Changes

You may assign to an affiliate or in a merger/asset sale with notice and if the assignee assumes these Terms. We may update these Terms and feature‑specific fee notices communicated during onboarding or in‑product; material updates will be notified in advance. If you do not agree, disable the impacted feature(s) or terminate before the change takes effect.

21. Governing Law & Venue

These Terms are governed by Delaware law. The parties submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York.

22. Miscellaneous

• Notices. We may provide notices via the portal UI and email to your admin contacts.
• Force majeure. Neither party is liable for delays due to events beyond reasonable control.
• No waiver; severability. No waiver unless in writing. If a provision is unenforceable, the remainder remains effective.
• Interpretation. Headings are for convenience; “including” means “including without limitation.”
• Entire agreement. These Terms and any in‑product Supplemental Terms and written fee notices provided to you form the entire agreement for the subject matter.

Annex A — Data Processing Addendum (DPA)

Roles. For Operator Data that is Personal Data, Operator is Controller and Juice is Processor. When you enable a Connector, Juice may appoint that provider as Sub‑processor or facilitate a controller‑to‑controller transfer, as indicated in your dashboard.

Subject‑matter & duration. Processing Operator Data to deliver enabled features/Add‑Ons/Connectors for the Term and wind‑down.

Nature & purpose. Ingestion/normalization; eventing/observability; CV analytics (including LPR/ANPR where configured); credential verification (e.g., Plug & Charge or Autocharge); payment initiation/routing; logging; support; security.

Categories of Personal Data. Site/Asset identifiers; device telemetry; session/visit and transaction metadata; plate numbers and imagery (if configured); vehicle attributes; limited End User identifiers (tokenized); payments metadata (Juice does not store raw primary account numbers).

Security measures. Encryption in transit/at rest; access controls; MFA for privileged accounts; segmentation; monitoring/logging; vulnerability management; incident response; secure development practices. Summaries of third‑party audit reports (e.g., SOC 2/ISO) may be provided under NDA.

Sub‑processing. Juice may use Sub‑processors (infrastructure, analytics, CV hosting, support, payments facilitation). Juice remains liable for Sub‑processors and imposes equivalent obligations. We will notify you of material changes with a reasonable opportunity to object.

International transfers. Where applicable, the EU Standard Contractual Clauses (Modules 2/3) and the UK Addendum are incorporated. Transfer impact assessments are available under NDA.

Assistance. Juice will reasonably assist with data subject requests, DPIAs, and supervisory consultations.

Retention & deletion. Default retention for logs/derived events is ≤ 12 months, unless you configure shorter or law requires longer. On termination or written instruction, Juice will delete or return Personal Data and delete backups within standard cycles, unless legally required to retain.

Audits. No more than annually (unless required by regulator or incident), you may request reasonable audit information or review of third‑party reports. On‑site audits occur only where legally required and subject to confidentiality and scheduling.

Annex B — Payments & Risk Terms (Ad‑Hoc & Fleet)

• PSP onboarding. You complete and maintain PSP onboarding (KYC/AML, sanctions). PSPs may impose reserves, rolling holds, or limits.
• Settlements & disbursements. Disbursements to Operator occur after successful receipt of funds (cleared) and are net of automatically processed micro‑transaction fees, any separately agreed fees, refunds, chargebacks, adjustments, and any applicable reserves. Juice may offset negative balances.
• Chargebacks & refunds. Operator manages refunds and is responsible for chargebacks. Juice provides tooling/notifications; for invoices Juice issues, we assist per the Fleet Billing Program.
• Compliance. Operator complies with card‑network rules (including surcharge/service‑fee rules), consumer‑protection laws, and receipt/tax requirements.
• Optional fast‑pay. If offered, early payouts may be available for a fee and are with recourse in case of chargebacks or fraud.

Annex C — Regional Privacy & Surveillance (Summary)

• EU/EEA/UK. GDPR/UK GDPR apply; provide lawful basis (e.g., legitimate interests) and required signage for CV/LPR and surveillance. SCCs/UK Addendum apply for transfers.
• United States. CCPA/CPRA and state privacy laws may apply; provide required notices and opt‑outs where applicable.
• Biometrics (e.g., Illinois BIPA). Do not enable biometric identification unless you have a compliant program (written consent, retention policy, statutory safeguards).
• Other regions. You remain responsible for Site‑specific regulatory compliance (tolling/transport, fuel, parking, retail/drive‑thru, and surveillance rules).