JUICE CLOUD SERVICES AGREEMENT
Version 1.4 – Effective June 2025
We are Juice Serve, Inc., doing business as “Juice” (“Juice,” “we,” “us,” “our”), a corporation organized under the laws of California, USA. Juice operates a cloud platform that automates Mobility Services transactions—including, without limitation, electric‑vehicle (“EV”) charging, parking, car‑wash, toll, fueling, restaurant and other drive‑in or drive‑through services, and any ancillary mobility services now known or later developed (collectively, the “Mobility Services”).
This Cloud Services Agreement (“Agreement”) is between Juice and the entity identified in the applicable Order Form (“Operating Partner”). Juice and the Operating Partner are each a “Party” and together the “Parties.” By executing an Order Form, the Parties agree as follows:
(a) “Automated Payment Platform” – the third‑party programmatic payment network Juice uses to collect funds from Users, deduct Juice’s Fees, and disburse net settlement amounts to the Operating Partner.
(b) “Vehicle Data” – information collected, generated, or derived from a Vehicle in connection with the Services, which may include photographic or video images, license‑plate numbers, unique identifiers broadcast by the Vehicle or its charging hardware (e.g., MAC address, VIN), telematics signals, timestamps, and related metadata.
(c) “User” – an individual who registers a Vehicle with Juice (including fleet drivers and fleet users) and stores one or more payment credentials for automated billing of Mobility Services.
(d) “Authorized User” – employees, contractors, or agents whom the Operating Partner authorizes to access the Services.
(e) “Partner Data” – any data or content submitted by or for the Operating Partner or an Authorized User through the Services.
(f) “Documentation” – Juice’s user guides and manuals for the Services.
(g) “Fleet” – any commercial or governmental entity that registers two or more Vehicles and elects consolidated, periodic invoicing for Mobility Services.
(h) “Fleet Driver” / “Fleet User” – a driver who initiates a Transaction on behalf of a Fleet.
(i) “Juice IP” – the Services, Documentation, and all related intellectual‑property rights.
(j) “Order Form” – an ordering document executed by the Parties that incorporates this Agreement.
(k) “Service Fees” – the fees Juice earns per Transaction (usage, subscription, platform, or other agreed fees), any hardware‑lease fees, and other charges stated in an Order Form.
(l) “Services” – Juice’s automation and payments platform, which uses computer‑vision and other AI tools to identify Vehicles, meter usage, and process payments, together with any associated hardware, software, and support supplied under this Agreement.
(m) “Transaction” – a single instance in which a User, Fleet Driver, or Authorized User causes a Mobility Service to be delivered and paid for using the Services.
(n) “Vehicle” – any motor vehicle registered to a User account or Fleet within the Services.
(a) Provision of Access. Subject to timely payment of Fees and compliance with this Agreement, Juice grants the Operating Partner a non‑exclusive, non‑transferable right during the Term to access and use the Services for Mobility Services it operates, owns, or controls.
(b) Documentation License. Juice grants the Operating Partner a non‑exclusive, non‑sublicensable, non‑transferable license to use the Documentation solely for internal business purposes with the Services.
(c) Use Restrictions. The Operating Partner shall not (i) copy, modify, or create derivative works of the Services; (ii) sell, lease, or sublicense the Services; (iii) reverse‑engineer any software component; (iv) remove proprietary notices; or (v) use the Services in violation of law or third‑party rights.
(d) Reservation of Rights. All rights not expressly granted are reserved by Juice.
(e) Suspension. Juice may suspend access for security, legal, or payment reasons; it will give advance notice where practicable and restore access promptly once the issue is resolved.
(a) Compliance. The Operating Partner is responsible for all use of the Services by Authorized Users, Fleets, and Fleet Drivers.
(b) User & Vehicle Management. End‑Users register their own Vehicles and payment credentials directly with Juice. The Operating Partner, each Fleet, and each Fleet Driver are solely responsible for ensuring that (i) Vehicles linked to their accounts—including rentals, loaners, or disposed assets—are current and accurate, and (ii) any charges incurred by those Vehicles are authorized. Juice has no liability (and no obligation to reverse or refund payments) for Transactions initiated by a Vehicle that remains registered after transfer. Accounts can be managed at any time via go.js.eco or the Juice partner portal.
(c) Site Notice & Consents. Where required by law, the Operating Partner will display reasonable signage or digital notice at its sites indicating that images of Vehicles may be captured and Vehicle Data processed for automated service delivery and billing. The Operating Partner acknowledges that Users and Fleets accept Juice’s separate end‑user terms and privacy policy governing the collection and use of Vehicle Data.
(a) Purpose. Juice uses AI‑enabled methods, including computer vision, to authenticate Vehicles, meter usage, detect fraud, and automate payment for Mobility Services.
(b) Collection. Vehicle Data may be captured whenever a Vehicle enters, exits, or uses the Operating Partner’s facilities.
(c) Use. Vehicle Data is used to (i) verify Vehicle identity, (ii) determine service start and end times or quantities, (iii) settle payments, (iv) enforce policies, and (v) provide analytics or reports to the Operating Partner.
(d) Sharing. Vehicle‑specific data relevant to a Transaction will be shared with the Operating Partner through the Services dashboard or API. Juice will not disclose Vehicle Data to third parties except as permitted by its privacy policy or required by law.
(e) Retention. Vehicle Data is retained only as long as necessary for the purposes above and then deleted or anonymized in accordance with Juice’s retention schedule, unless longer retention is required by law or to resolve a dispute.
The Operating Partner is entitled to Juice’s standard support services during the Term or as specified in an Order Form.
Each Party may disclose Confidential Information to the other. The receiving Party will protect such information and use it only to perform this Agreement. Obligations last five years (or, for trade secrets, as long as they remain trade secrets).
(a) Ownership. Juice retains all rights in Juice IP. The Operating Partner owns its Partner Data.
(b) Partner Data License. The Operating Partner grants Juice a non‑exclusive, royalty‑free, worldwide license to use Partner Data and Vehicle Data as necessary to provide the Services and to create aggregated or anonymized data for improving the Services.
(c) Feedback. All suggestions or feedback are assigned to Juice.
Juice warrants the Services will materially conform to the Documentation. Except for this limited warranty, the Services are provided “as is,” and all other warranties are disclaimed.
(a) Juice Indemnity. Juice will defend the Operating Partner against third‑party claims that the Services infringe U.S. intellectual‑property rights, subject to customary exceptions and remedies.
(b) Partner Indemnity. The Operating Partner will defend Juice against third‑party claims that Partner Data infringes intellectual‑property rights.
(c) Exclusive Remedy. This section states the Parties’ sole indemnification obligations.
Neither Party is liable for indirect or consequential damages. Juice’s total liability is capped at the lesser of (i) the amounts paid or payable to Juice in the three‑year period preceding the claim or (ii) USD 100,000.
The initial and renewal terms are as stated in the Order Form. Either Party may terminate for material breach or insolvency as specified herein. Upon termination, the Operating Partner must cease using the Services and delete or return all Juice IP.
(a) Notices must be in writing using the addresses in the Order Form.
(b) Force Majeure excuses performance delays beyond a Party’s reasonable control.
(c) Governing Law; Venue. California law governs; the courts of Santa Clara County have exclusive jurisdiction.
(d) Assignment by the Operating Partner requires Juice’s prior written consent.
(e) Automated Payment Platform. The Operating Partner authorizes Juice to instruct the Automated Payment Platform to debit or credit payout instruments and take actions necessary to process Transactions, refunds, chargebacks, and fee collections.
(f) Vertical Expansion. References to “EV charging” or “charging” include all Mobility Services unless expressly stated otherwise.
(g) Entire Agreement. This Agreement and any Order Form constitute the entire agreement; conflicts favor this Agreement unless the Order Form expressly overrides.
(h) Amendments & Waivers must be in writing signed by both Parties.
(i) Severability. If any provision is unenforceable, the remainder remains in effect.
(j) Equitable Relief. Breach of confidentiality or IP obligations may entitle the injured Party to injunctive relief without posting bond.
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