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
effect and shall survive termination. Upon termination of MER's license
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
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.
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.
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.
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
mail: Attn: JuiceBox Software
Meier Engineering Research LLC
216 W Main Street #3
Stoughton, WI 53589 USA
- Via email: [email protected]