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Juiced Technologies Terms of Service
This software subscription and service agreement (“Agreement“) is made and entered into by and between Juiced Technologies, Inc., a New York corporation with office at 3505 Veteran Hwy, Suite O, Ronkonkoma, NY 11779 (“Provider”), in the business of providing the products and/or services described herein (the “Services”); and it’s client (“Client”).
1. Software and Services
a.) If you are a website visitor without an account with us, we do not collect any information via cookies. When you register as an account with us, we may collect information such as your name, email address, and contact details. If you do register for an account with us, the personal information that we collect may include all or some of the following elements: your name, phone number, billing information, email address and postal addresses (collectively, “Account Information”). We need this information to provide our service and to meet our related contractual obligations to you.
b.) Provider’s delivery of the Software is a subscription to use and access the software and shall not constitute an agreement of sale. No title, patent, copyright, trademark, trade secret, intellectual property, or other ownership rights of Provider are transferred to Client.
c.) Provider hereby grants to the Client a non- exclusive, non-transferable right to use the Software during the Subscription Term solely for the Client’s internal business operations.
d.) Subject to the terms of this Agreement, Provider will use commercially reasonable efforts to provide Client the Software and Services to Client. Provider shall provide support services for the Software as set forth in Exhibit A (“Support Services”).
e.) Provider shall provide implementation and training services as set forth in Exhibit B (“Implementation Support and Training”). However, this is contingent on these services being agreed upon via the Quote.
f.) Provider shall provide the Software, Implementation Support and Training and continuing Support Services (the “Services”) in accordance with the terms, requirements and specifications contained in this Agreement and its attachments.
2. Fee Rates
Client agrees they will pay Provider in accordance with the fees set forth in the Quote details page.
3. Effective Date
Client’s subscription shall begin upon completion of the setup for the Add-on(s) specified in the Quote and shall continue for one-year unless earlier terminated in accordance with this Agreement. The Quote Form and the Subscription Term may be renewed for successive one-year periods upon written agreement between the parties within thirty (30) days from the end of the then-current subscription term. Provider may increase the subscription fees on each renewal of the subscription Term and will provide due notice to client.
4. Payment Method
Provider accept multiple forms of payment; credit card, ACH, wire transfer or check. The preferred payment method is credit card. When paying via monthly via credit card provider requires the setup of a recurring charge upon which the client’s card will be charged in advance on the 1st day of the billing month. Monthly payments must be made within 15 days of the start of your billing cycle. If the client’s credit card declines the client will be notified via email. The client must provide updated payment information prior to the 15th of the month to avoid deactivation of their account. If their account is deactivated it will not be reactivated until payment for ALL past due charges are paid in full. When paying by check, ACH or wire, client must pay in advance for 12 months at a time. Provider will invoice client pursuant to the order Form. In the event of any past due payments pursuant to the agreement, Provider shall provide client fifteen (15) days’ notice to cure such nonpayment. Add-on(s) may become disabled in client’s application(s) if their account is past due and not cured as set forth herein. All setup charges are non-refundable.
5. Client Data Storage and Protection
Provider’s Add-ons for the Quickbase platform perform read-only processing to the client’s application data tables in real-time (in memory) only and utilizes a Quickbase User Token for access to the tables and fields within the application. The access granted to Provider is done by the Client and can be revoked at any time by the Client. Whenever an Add-on reads client Data (as defined below) it is only for the time it takes to process and provide the outcome needed and it is NEVER stored within provider’s server/network environment or any database. When the Add-on is running it is only resident in memory until it completes and then it is unloaded and all data that was read is automatically discarded/purged. Provider shall maintain and enforce at a minimum the safety and security procedures in operating the Services and processing of client data as those set forth in Exhibit D.
6. Normal Use
Client's subscription to a service includes a predefined number of allowable transactions per month/year which varies per Service. That number is specified in the Quote/Order Form for each service listed therein. If clients use of any service exceeds the allowable limit specified on the Quote/Order Form, client shall be billed for such usage and client agrees to pay the additional fees in the manner provided herein. If client believes Juiced has billed incorrectly, client must contact Juiced no later than 30 days after the invoice date in which the error or problem appeared to receive an adjustment or credit. Inquiries should be directed to Juiced customer support.
7. Third Party Services
Provider is not responsible for pricing related to the Quickbase platform itself as well as any 3rd Party Services that may be used in accordance with any Add-on included in this Quote. The client is responsible for all licensing agreements and for setting up payment directly with those service providers. Provider is not responsible for any price increase that may be incurred by the client for such services as it relates to the use of any Add-on(s) and those services together.
8. Client Representations and Warranties
In relation to the authorized use of the software, the client undertakes that:
a.) Client will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the services or any software, documentation or data related to the services and/or software; modify, translate, or create derivative works based on the services or any software (except to the extent expressly permitted by provider or authorized within the services)
b.) Client represents, covenants, and warrants that client will use the Services only in compliance with Provider’s standard use and all applicable laws and regulations. Client hereby agrees to indemnify and hold harmless provider against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing.
c.) The client shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the services and, in the event of any such unauthorized access or use, promptly notify the provider.
9. Services Provider
a.) The Provider shall, during the subscription Term, provide the services to the client on and subject to the terms of this agreement.
b.) The Provider shall use commercially reasonable endeavors to make the Services available 24 hours a day, seven days a week, except for:
Example: Planned maintenance carried out during the maintenance window of [11:00 pm to 1:00 am Eastern time]; and
c.) The Provider will, as part of the Services and at no additional cost to the Client, provide the Client with the Provider’s standard Client support services during Normal Business Hours (see Exhibit A 2.2) in accordance with the Provider’s Support Services descried herein.
d.) Provider warrants to client that it has the full legal right to grant to client the right to use the software under this agreement, and that the Software, client when used in accordance with the terms of this agreement, do not infringe upon any United States patent, copyright, trade secret or other proprietary right of any person.
e.) Exceptions and Disclaimer: Provider shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the implementation services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance or because of other causes beyond provider’s reasonable control, but provider shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. FURTHER, PROVIDER MAKES NO WARRANTY OF SOFTWARES COMPLIANCE WITH HIPAA; IT IS THE SOLE RESPONSIBLILITY OF CLIENT TO ENSURE THAT USE OF SOFTWARE DOES NOT VIOLATE HIPAA. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
10. Proprietary Information and Confidentiality
a.) Confidential Information of Provider: Client agrees that provider’s software contains proprietary information, including trade secrets (“Proprietary Information”), that are the exclusive property of provider. Client and its employees and agents shall maintain the confidentiality of such proprietary Information and not sell, license, publish, display, distribute, disclose or otherwise make available such proprietary information to any competitor of provider nor use such proprietary Information except for client’s or the client’s internal purposes in accordance with the terms of this agreement. Title to all of provider’s proprietary information and all related patent, copyright, trademark, trade secret, intellectual property and other ownership rights of provider shall be and remain exclusively with Provider, even with respect to such items that were created by provider specifically for or on behalf of client. This obligation of non-disclosure and non-use shall be effective during the term of this agreement and for a period of three (3) years following the expiration or termination of this agreement. It is acknowledged and agreed that the potential harm to provider of any breach of this confidentiality obligation cannot be adequately compensated by money damages. Thus, to the extent authorized by the constitution and laws of the State of New York, Provider shall be entitled to seek and obtain equitable and injunctive relief in the event of a breach or threatened breach of the confidentiality obligations.
b.) Confidential Information of Client: Provider agrees that all information data, and content loaded on to the software by or on behalf of client, and/or stored, used in, produced or obtained as the result of processing of client data in the software and any information concerning client’s affairs, its trade secrets, teaching methods and techniques, development and donation information or processes, tracking methods or requirements (collectively “ Client Data”), which provider may learn while performing service hereunder shall neither be disclosed by provider nor used by provider for any purpose other than on behalf of and in furtherance of client’s business interests in accordance with the terms of this agreement. Without the prior, written content of client, to be granted or withheld in its sole discretion, provider shall not disseminate or divulge the confidential Information to any person or entity, other than as set forth herein. Provider shall limit access to the confidential information to such persons who have a need for access to the confidential information for the purpose of developing, upgrading, maintaining, servicing, installing or providing technical support in connection with completing provider’s requirements under this agreement. This obligation of non-disclosure and non-use of confidential information shall be effective during the term of this agreement and shall remain in force following the expiration or termination of this agreement.
a.) Client: Client agrees to indemnify and hold harmless provider, its agents, officers and employees from and against any liability, cost or expense, arising out of or associated with any claim for damages to any person, or property damage or loss, (collectively, “Claims”), arising solely from client’s negligent acts, omissions or willful misconduct in connection with client’s obligations under this agreement. Provided however, client shall not indemnify, defend or hold harmless provider from and against any liability, cost or expense arising out of the negligent acts or omissions or willful misconduct of provider or the independent acts of third parties not affiliated with client.
b.) Provider: Provider shall indemnify, defend and hold harmless the client and its agents, officers and employees (the “Indemnified Parties”) from and against any claims arising from the services and that their sale, license, and use hereunder do not and shall not directly or indirectly violate or infringe upon any copyright, patent, trade secret, or other proprietary or intellectual property right of any third party or contribute to such violation or infringement (“Infringement”) and provider shall defend and/or settle, at its expense, all suits or proceeding arising therefrom. In addition, Provider shall indemnify, defend, and hold harmless the Indemnified parties from and against any claims arising solely from provider’s negligent acts or omissions or willful misconduct under this Agreement. Provided however, that provider shall not indemnify, defend, or hold harmless the Indemnified parties from and against any liability, cost or expense arising out of the negligent acts or omissions or willful misconduct of the Indemnified parties.
EXHIBIT A - SOFTWARE AND ANNUAL SUPPORT SERVICES
Provider will provide to Client the following Software and Support Services in accordance with the terms of this Agreement:
The specific Add-on(s) defined within the Quote which the Client has agreed to an actual paid subscription.
2. Support Services
2.1 – Provider shall supply customer support via web based portal and electronic mail during business hours (see 2.2)
2.2 – Support Service shall be provided during business hours, weekdays from 8:00 AM to 6:00 PM Eastern Time, with the exception of federal holidays.
2.3 – Support and software updates shall be provided for the current and immediate previous major releases.
EXHIBIT B - IMPLEMENTATION SUPPORT AND TRAINING SCHEDULE
1. Overview of Implementation and Training
Provider will provide all necessary implementation and training services to deliver a fully functional Add-on service. This typically includes a 30-45-minute online session where the Provider will take the Client through the setup of the Add-on.
EXHIBIT C - FEES FOR SOFTWARE AND SERVICES
1. Software, Including Related Documentation
Fees are defined within the Quote form.
Help site documentation is available at: https://qbtools.helpdocsonline.com
EXHIBIT D - SECURITY ADDENDUM
The purpose of this Security Addendum is to set forth standard and obligations with respect to security of Provider systems and the privacy of Client Data.
a.) Security Program: Provider agrees that it currently maintains information protection practices and procedures (“Security Program”) that comply with industry practice and applicable Privacy Law (as defined below) to preserve the confidentiality, integrity, availability, and security of (i) Client’s Data in its possession or control or (ii) Client’s systems which Provider may access or contact. Provider’s Security Program at a minimum, includes:
Appropriate administrative, technical and physical safeguards and other security measures designed to ensure the confidentiality, integrity, availability, and security of Information.
A security design intended to prevent any compromise of its own information systems, computer networks or data files by unauthorized users, viruses or malicious computer programs, including those that could in turn be propagated to Client.
Appropriate practices including, but not limited to, encryption of data in transit or at rest; using appropriate firewall and antivirus software; maintaining countermeasures, operating systems and other applications with up-to-date virus definitions and security patches so as to avoid any adverse impact to Client’s Data; appropriate logging and alerts to monitor access controls and to assure data integrity and confidentiality; installing and operating security mechanisms in a manner sufficient to prevent unauthorized access to Client’s Data and/or Client’s systems.
b.) Personnel Training and Supervision: Provider agrees that it maintains adequate training programs to ensure that its employees and any others acting on its behalf (“Personnel”) are aware of and adhere to its Security Program. Provider shall exercise necessary and appropriate supervision over Personnel to maintain appropriate confidentiality, integrity, availability, and security of Client Data. Provider shall ensure that all Personnel have passed a background check. Provider agrees that no Personnel that has access to Information has been debarred suspended, excluded or otherwise determined to be an ineligible person under any applicable federal or state law.
c.) Compliance: Provider shall comply with all applicable legal requirements (federal, state, local and international laws, rules and regulations and governmental requirements) and applicable industry standards currently in effect and as they become effective, relating in any way to the privacy, confidentiality, integrity, availability, or security of Client Data, such as, ISO 27001, SOC 1 and 2, NIST etc., and any other similar standards (collectively referred to as “Privacy Laws”).
d.) Incidents: Provider agrees to immediately notify Client, of any reasonably suspected breach or compromise of its Security Program which has or may result in the loss or unauthorized access, disclosure, use or acquisition of Client Data or otherwise presents a potential threat to any Client Data or Client’s system (all collectively a “Data Incident”) within twenty-four (24) hours of the Provider’s knowledge of such violation or incident. Provider acknowledges that it is solely responsible for the confidentiality, integrity, availability, and security of Client’s Data in its possession, custody or control and shall indemnify Client from any and all liability, cost and expense incurred by Client in the event of any suspected or actual breach or other compromise of Client Data while in Provider’s possession, custody or control, or for which Provider is otherwise responsible.
e.) Third Parties: Provider shall not share, transfer, disclose or otherwise provide access to any Client Data to any third party unless Client has authorized Provider to do so in writing, or except in connection with the provision of services, provided that any third party has agreed to security and privacy standards at least a stringent as those set forth in this Addendum.
f.) Security Review and Audit: Client may conduct a “Security Review” of Provider’s Security Program when determined reasonably required by Client which may include providing copies of its nonproprietary data privacy and security policies and procedures that apply to Client Data and reports/findings from security audits or compliance reviews conducted by Provider. Provider agrees to comply with any Security Review findings that require remediation.
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