Terms and Conditions

By downloading, installing, and using the Juice Service, you agree that you have read and understand this agreement and agree to be bound by its terms:

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THIS AGREEMENT (THE “Agreement”) GOVERNS THE PROVISIONING BY JUICE TECHNOLOGIES, INC. (“JUICE”) OF INSTALLABLE SOFTWARE IN ORDER TO PROVIDE A SOLUTION DESIGNED TO HELP YOU (“YOU” or “USER”) ACCESS AND OPTIMIZE EFFICIENT USAGE OF GRAPHICS PROCESSING UNITS (“GPUs”), AS WELL AS ANY RELATED STANDARD USER DOCUMENTATION JUICE MAKES GENERALLY AVAILABLE TO ITS USERS (COLLECTIVELY, THE “JUICE SERVICE”). YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS IS REQUIRED IN ORDER TO USE THE JUICE SERVICE. BY USING THE JUICE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND, FURTHER, AGREE TO BE BOUND BY ITS TERMS. IF YOU ARE AGREEING TO THIS LICENSE ON BEHALF OF AN ENTITY (RATHER THAN AS AN INDIVIDUAL HUMAN BEING), YOU REPRESENT THAT YOU HAVE THE APPROPRIATE AUTHORITY TO ACCEPT THESE TERMS AND CONDITIONS ON BEHALF OF SUCH ENTITY.

LICENSE

Grant of License. Subject to your compliance with the terms and conditions of this Agreement, Juice grants to you a personal, nonexclusive license to use the Juice Service for personal, non-commercial purposes. Your rights to use the Juice Service are limited to those expressly granted in this Agreement. Juice reserves all rights and licenses in and to the Juice Service not expressly granted to you under this Agreement.

License Restrictions. You may not use the Juice Service in any manner other than for your own personal, non-commercial use or to provide publicly accessible services at absolutely no cost to users. You may not use the Juice Service for any commercial purpose, or otherwise make the functionality of the Juice Service available to third parties in any way that involves payment, transfer of funds, or an exchange of goods or other services. You may not share the any download URL or license keys with any third parties. You may not transfer, sublicense, or otherwise distribute any component of the Juice Service to any third parties, nor may you make the Juice Service accessible to copy by any third parties, nor may you allow any third parties to use the Juice Service except as granted above. You agree to instruct other parties interested in using the Juice Service to contact Juice directly. You may not disassemble, decompile, or reverse engineer any component of the Juice Service nor permit any third party to do so, except to the extent such restrictions are prohibited by law.

MAINTENANCE AND SUPPORT

At Juice’s sole discretion and without advance notice or any continuing obligation, Juice may provide error corrections, bug fixes, enhancements, new features, and customizations to the Juice Service at no additional cost to you. In order to obtain these updates and the right to use them, you may be required to agree to a new license agreement. You acknowledge and agree that this Agreement does not impose any obligation on Juice to provide any support for the Juice Service, and except as set forth above, Juice will have no obligation to respond to any technical issues with respect to your use of the Juice Service, or to create or provide any error corrections, bug fixes, modifications, enhancements, updates or new versions or releases of the Juice Service.

FEES AND EXPENSES

The Software and Documentation are provided to you at no cost. However, you are responsible for any fees or expenses that you may incur when using the Juice Service.

NO WARRANTY

The Juice Service is provided “AS IS” with no warranties of any kind, express or implied. Without limiting the foregoing, Juice does not warrant that the Juice Service will meet your requirements, that the Juice Service will operate in the combinations that you may select for use, that the operation of the Software will be error-free or uninterrupted or that all errors will be corrected. JUICE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM JUICE OR ELSEWHERE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless Juice, its affiliates, and, as applicable, each of their respective present and former staff, employees, directors, officers, agents, successors, and assigns (each an “Juice Indemnitee”) from and against any and all judgments, losses, expenses, damages and/or liabilities (including reasonable attorneys’ and expert witness fees and court costs), that an Juice Indemnitee may incur from any and all third party claims, suits, actions and/or proceedings to the extent that it is based upon: (a) any act, error, or omission of yours, including without limitation any act, error or omission of yours that results in injury or death to persons, damage to property, products liability, and/or injury to business (such as, but not limited to, business interruption or damage to reputation) arising out of, relating to, or incidental to the use of or other exploitation of the Juice Service; (b) a breach of this Agreement by you or any allegation that, if true, would constitute a breach of this Agreement by you; and/or (c) the use or other exploitation of the Juice Service in the design, development, production, manufacture, sale or offer for sale, use, importation, lease, marketing, performance or promotion of any product or service by you including, without limitation, claims for infringement or misappropriation of a third party’s intellectual property rights or product liability.

LIMITATION OF LIABILITY

IN NO EVENT WILL JUICE BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS, BODILY INJURY OR LOSS OF LIFE) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE JUICE SERVICE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT JUICE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL JUICE'S LIABILITY TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU FOR THE JUICE SERVICE UNDER THIS AGREEMENT.

TERM AND TERMINATION

This Agreement and the licenses granted herein will begin upon your acceptance of this Agreement, and will remain in effect until terminated in accordance with the terms of this Agreement.

Each party will have the right to terminate this Agreement if the other party breaches any material term of this Agreement. You may terminate this Agreement at any time for any reason or no reason by immediately ceasing use of the Juice Service. Juice may terminate this Agreement at any time for any reason or no reason, including, without limitation, if any part of the Juice Service becomes, or in Juice’s reasonable opinion is likely to become the subject of a claim of intellectual property infringement or trade secret misappropriation. Termination of this Agreement pursuant to this Section terminates all licenses granted hereunder. Upon termination of this Agreement, you will promptly return or destroy all copies of the software or documentation within your possession or control, and all portions thereof, in all forms and types of media.

GENERAL

You may not assign this Agreement, in whole or in part, by operation of law or otherwise, without Juice’s express prior written consent. Any attempt to assign this Agreement without such consent, will be null and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s successors and permitted assigns. This Agreement will be governed by and construed in accordance with the laws of the State of California excluding that body of laws known as conflict of laws. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in San Francisco, California, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. You agree to comply fully with all relevant export laws and regulations of the United States (“Export Laws”) to ensure that neither the Juice Service nor any direct product thereof are: (a) exported or re-exported directly or indirectly in violation of Export Laws; or (b) used for any purposes prohibited by the Export Laws. This Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of both parties. If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this Agreement will immediately terminate. The rights and obligations of the parties contained in the sections headed License Restrictions, Fees and Expenses, No Warranty, Indemnification, Limitation of Liability, and General will survive the termination of this Agreement or of any individual license granted hereunder.

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Last updated November 7, 2022