Terms of Service
End User License Agreement
If you do not agree to the terms and conditions of this END USER LICENSE AGREEMENT, please stop using the JUICE BOX Website, APPLICATION, and/or Service.
Meier Engineering Research LLC ("MER")
provides software as a service for the analysis of energy systems and scenarios
(the "Software"). Pursuant to the
terms of this Customer Agreement (this
"Agreement"), MER is licensing the
Software to you on a monthly or annual basis.
1. LIMITED USER LICENSE; RESTRICTIONS
MER hereby grants you a limited, non-exclusive,
non-transferable, non-assignable right to use the Software subject to all the
terms and conditions of this Agreement. All rights not expressly granted to you
are reserved by MER and its licensors. You shall not:
- use (including making any copies of) the Software beyond the scope of the license granted herein;
- rent, lease, lend, sell, resell, sublicense, transfer, assign, share, publish, distribute, commercially exploit or make available the Software in any manner whatsoever, to any other third party, without prior consent from MER;
- modify, adapt, translate, create derivative works or improvements based upon any part of the Software other than what may be used in accordance with this License;
- reverse engineer, decompile, disassemble, copy, create derivative works, or otherwise modify the Software, any updates, or any part thereof, nor attempt to locate or obtain its source code;
- alter or remove any trademark, copyright or other proprietary notice of MER contained within the Software;
- use the Software for purposes of competitive analysis of the Software, the development of a competing software product or service or any other purpose that is to MER's commercial disadvantage;
- build or create a competitive software product or service using similar ideas, features, functions or graphics of the Software or copy any such ideas, features, functions or graphics of the Software;
- combine the Software or any part thereof with, or incorporate the Software or any part thereof, in any other software or programs;
- use the Software in violation of any foreign, federal, state or local law, regulation or rule; or
- make use of the Software in any manner not stipulated within this Agreement or the documentation accompanying the Software.
2. PAYMENT TERMS
Fees for the Software are set forth in materials
furnished by MER. You are responsible for paying for all specified fees and
agrees to pay MER on the date any outstanding fees are due. MER reserves the
right to modify its fees and charges and introduce new charges at any time;
however such fee changes will not apply during the current Agreement term. All
fees are exclusive of any applicable federal or state sales or use taxes. You
are solely responsible for paying all such taxes and government charges. Your failure
to pay any outstanding balance within on the applicable due date will result in
the immediate suspension of MER Software and services and deactivation within
twenty four (24) hours until such outstanding balance is paid in full. To the
fullest extent permitted by law, except as set forth in this Agreement, refunds
(if any) are solely at the discretion of MER. Nothing in this Agreement
requires MER to extend credit to you. If you default on any payment that is not
cured within three (3) business days of written notice from MER to you of such
payment default, MER may, in its sole discretion, immediately terminate your
access and use of the Software at any time thereafter.
You agree to provide MER with a valid credit
card and complete and accurate billing and contact information and hereby
authorizes MER to deduct monthly fees and other charges against such credit card.
This information includes your legal company or individual name, street
address, e-mail address, and name and telephone number of an authorized billing
contact or credit card holder. You hereby agree to update all such credit card
and other billing and contact information within three (3) business days of any
change to it. You represent and warrant to MER that any credit card provided to
MER is authorized by you individually or by your company for use by MER as
provided herein and will not be rejected. If MER is unable for any reason to
bill or process any credit card charges, MER will take commercially reasonable
efforts to contact you by email and notify you to provide another credit card
to MER; provided, however, that you agree that MER may suspend your account
during such time until you provide another credit card and your charges are
processed and paid in full. If any credit card, billing or contact information
provided by you is false or fraudulent, MER, in addition to any remedies
available by law, reserves the right to immediately terminate your access to
the Software.
3. TERM; TERMINATION
Monthly or annual service terms are
specified on the Customer Information & Subscription Term Form, or other
communication from MER. MER may terminate this Agreement at any time by giving
you at least thirty (30) days prior written notice. You may terminate this Agreement by
giving at least thirty
(30) days notice. However, you will
remain subject to all fees for the
entire contract term as agreed to by you and MER.
Trial, demonstration (demo), or any other free access to the software may be terminated by MER at any time and without notice.
MER reserves the right to suspend or terminate your
use of the Software for any breach of this Agreement or unauthorized use of the
Software. If your right to use the Software is suspended or terminated for any
reason, your license to use the Software will immediately terminate without any
notice be given to you. However, all provisions of this Agreement, with the
exception of the MER's license grant to you, shall remain in full force
and
effect and shall survive termination. Upon termination of MER's license
grant
to you, you shall destroy any and all copies of the Software.
4. REPRESENTATIONS AND WARRANTIES
By signing or clicking your consent to this
Agreement, you represent and warrant that you have the legal power and
authority to enter into this Agreement (including on behalf of any business
entity for whom you are an agent,
employee or representative). You represent and warrant that you have not
falsely identified yourself nor provided any false information to gain access
to the Software and that your credit card and billing information is complete
and accurate.
You represent and warrant that you shall: (i)
notify MER immediately of any unauthorized use of any password or account or
any other known breach of security with respect to such passwords and accounts;
(ii) report to MER immediately and use reasonable efforts to stop immediately
any unauthorized copying or distribution of Content that is known or suspected
by you; and (iii) not impersonate another user or provide false identity
information to gain access to or use the Software.
5. INTELLECTUAL PROPERTY
MER alone owns all right, title and interest,
including all related Intellectual Property Rights in and to Software. This
Agreement is not a sale and does not convey to you any rights of ownership in or related to
the Software or the
Intellectual Property Rights owned by MER. The JuiceBox name, and JuiceBox logo
are trademarks of MER and no right or license is granted to you to use them. You
hereby agree to use commercially reasonable efforts to safeguard the Software
from infringement, misappropriation, theft, misuse or unauthorized access. For
purposes of this Agreement, "Intellectual Property Rights"
means unpatented
inventions, patent applications, patents, design rights, copyrights,
trademarks, service marks, trade names, domain name rights, mask work rights,
know-how and other trade secret rights, and all other intellectual property
rights, derivatives thereof, and forms of protection of a similar nature
anywhere in the world.
6. COLLECTION AND USE OF INFORMATION
MER may, directly or indirectly, collect and
store information regarding your use of the Software and/or about
equipment on
which the Software is installed or through which it otherwise is accessed and
used. You agree that MER may use such information for any purpose related to
any use of the Software by you, including but not limited to, (i) improving the
performance of the Software or developing upgrades; and (ii) verifying
compliance with the terms of this Agreement and enforcing MER's rights,
including all Intellectual Property Rights in and to the Software.
7. USER PRIVACY
MER reserves the right to modify its privacy
policy in its reasonable discretion from time to time, and notice of these
changes may be provided by e-mail. Since the Software is a hosted, online
application, MER reserves the right to notify you of important announcements
regarding the operation of the Software via e-mail.
8. DISCLAIMER OF WARRANTY
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
MER AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE
RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY,
OR COMPLETENESS OF THE SOFTWARE OR ANY EQUIPMENT USED IN CONNECTION WITH THE
SOFTWARE. MER AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF
THE SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN
COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SOFTWARE
WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE
ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION,
OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SOFTWARE OR
EQUIPMENT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL
BE CORRECTED, (F) THE ADDITIONAL COSTS INCURRED TO USE THE SOFTWARE WILL NOT
EXCEED A CERTAIN AMOUNT OF MONEY, OR (G) THE SOFTWARE OR THE SERVER(S) THAT
MAKE THE SOFTWARE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
THE SOFTWARE IS PROVIDED TO YOU STRICTLY ON AN "AS IS"
BASIS. ALL
CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY
OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY, SATISFACTORY QUALITY, NON-FRINGEMENT OR FITNESS FOR A
PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR
USAGE OF TRADE, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW BY MER AND ITS LICENSORS.
9. LIMITATION OF LIABILITY
IN NO EVENT SHALL MER'S AGGREGATE LIABILITY TO YOU
UNDER THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU DURING THE TWELVE
(12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN
NO EVENT SHALL MER OR ITS LICENSORS BE LIABLE TO YOU FOR ANY USE, INTERRUPTION,
DELAY OR INABILITY TO USE THE SOFTWARE. IN NO EVENT SHALL MER OR ITS LICENSORS
BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL,
CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA,
REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY
WAY CONNECTED WITH THE SOFTWARE, INCLUDING BUT NOT LIMITED TO THE USE OR
INABILITY TO USE THE SOFTWARE, ANY CONTENT OBTAINED FROM OR THROUGH THE
SOFTWARE, THE AMOUNT OR COST OF THE DATA REQUIRED TO USE THE SOFTWARE, OR ANY
INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF MER
HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION
OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON
CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF MER
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF
LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE
JURISDICTION. Certain states and/or jurisdictions do not allow the
exclusion of
implied warranties or limitation of liability for incidental, consequential or
certain other types of damages, and to that extent, the exclusions set forth
above may not apply to you.
10. INDEMNIFICATION
You shall defend, indemnify and hold harmless MER,
its officers, directors, shareholders, agents and employees from and against
the full amount of any and all Losses (defined below) incurred as a result of
(a) your use of the Software, (b) USER's violation of applicable law,
or (c)
any actual or alleged death of or injury to any person suffered arising out of your
use of the Software, unless caused by MER's gross negligence or
willful
misconduct, provided that MER (i) promptly gives you written notice of any
claim, (ii) gives you sole control of the defense and settlement of such claim
(provided that you may not settle or defend any claim unless it unconditionally
releases MER of all liability), and (iii) has not compromised or settled such
claim. For purposes of this Agreement, "Losses"
means any and all losses,
claims, damages, liabilities or actions or proceedings with respect thereto or
expenses, including, but not limited to all legal expenses and any and all other
expenses incurred in investigating, preparing, serving as a witness in or
defending against, any action or proceeding, commenced or threatened, which a
party may be subject to (whether or not such party is named as a party) which
arise out of or are related to the subject matter of this Agreement.
11. EXPORT CONTROLS
By clicking on the agree button or otherwise
installing or using the Software, you hereby agree that you will comply with
any and all applicable export laws, restrictions and all regulations of the
U.S. Department of Commerce, U.S. Department of Treasury, and any other U.S. or
foreign agency or authority with regards to this provision of the Agreement.
You expressly agree not to export or re-export the Software, nor allow the
export or re-export to any country subject to any and all applicable U.S. trade
embargoes or to any prohibited destination, in any group specified in the
current "Supplement No. 1 to Part 740 or the Commerce Control
List specified in
the then current Supplement No. 1 to part 738 of the U.S. Export Administration
Regulations (or any successor supplement or regulations)."
12. U.S. GOVERNMENT RIGHTS
The Software is commercial computer software, as
such term is defined in 48 C.F.R. ¤2.101. Accordingly, if the Licensee is the
US Government or any contractor therefor, Licensee shall receive only those
rights with respect to the Software and Documentation as are granted to all
other end users under license, in accordance with (a) 48 C.F.R. ¤227.7201
through 48 C.F.R. ¤227.7204, with respect to the Department of Defense and
their contractors, or (b) 48 C.F.R. ¤12.212, with respect to all other US
Government licensees and their contractors.
13. CONFIDENTIALITY
You agree
not to incorporate Confidential Information
(as defined below) into the Software, or to do so at your own risk. MER assumes
no responsibility for Confidential Information and is indemnified as specified
in Section 10.
14. COMPLIANCE WITH LAW
You represent, warrant and covenant that your use
of the Software and any services will comply with all applicable local, state,
federal and foreign laws and regulations (collectively "Applicable
Law"),
including but not limited to those related to copyright, trademark, data
privacy, international communications and the transmission of technical or
personal data. You are responsible for determining whether the Software and any
services are suitable for your use in light of all such Applicable Law. If you
are subject to any Applicable Law and uses the Software, MER shall not be
liable if the Software doesn't meet the requirements of Applicable
Law.
15. MISCELLANEOUS
This Agreement constitutes the entire
understanding and agreement of the parties with respect to its subject matter
and supersedes all prior and contemporaneous agreements or understandings,
inducements or conditions, express or implied, written or oral, between the
parties. If any provision of this Agreement shall be found invalid or
unenforceable, the remainder of this Agreement shall be interpreted so as best
to reasonably affect the intent of the parties. This Agreement shall be binding
upon, and inure to the benefit of, the successors, executors, heirs,
representatives, administrators and permitted assigns of the parties hereto. You
may not (a) assign this Agreement, by operation of law or otherwise, or (b)
subcontract or delegate the performance of your obligations under this
Agreement without MER's prior written consent which may be withheld
by MER in
its sole discretion. Any such purported assignment shall be void. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Wisconsin, without regard to its choice of law principles. The parties
consent to exclusive jurisdiction and venue in the federal and state courts
sitting in Dane County, Wisconsin. In any action or suit to enforce any right
or remedy under this Agreement or to interpret any provision of this Agreement,
the prevailing party shall be entitled to recover its reasonable attorney's
fees, costs and other expenses. However, in the event of a dispute between the
parties hereto with respect to this Agreement, the parties agree to first
attempt to resolve the dispute by mediation. No third party is intended to be,
and no third party shall be, a third party beneficiary of this Agreement. The parties
hereto are independent contractors and shall not be deemed to be agents,
representatives, joint venturers or partners of the other party. MER may use your
business name, business address, logos, content, and other venue related
information in MER marketing materials including, but not limited to, physical
printouts, digital advertising and promotional materials.
If you have questions, comments, concerns or feedback regarding this Agreement or the Software, please contact MER via any of the methods set forth below:
- Via telephone: (608) 467-4738
- Via
mail: Attn: JuiceBox Software
Meier Engineering Research LLC
216 W Main Street #3
Stoughton, WI 53589 USA - Via email: [email protected]