TERMS OF SERVICE

1.1 "Access Protocols"

means any passwords, access codes, or other documentation as may be necessary to allow Customer and any Authorized Users or Customer End Users to access and use the Services.

1.2 "Administrator"

means one or more Authorized Users who are designated by Customer to (i) oversee the onboarding of Authorized Users to the Platform, (ii) grant permissions to Authorized Users to access various features of the Platform, and (iii) customize Platform settings, including without limitation any privacy or content access settings.

1.3 "Admin Portal"

means the user interface on the Platform and related services through which an Administrator can set Access Protocols, view and manage Fees, and otherwise customize or manage Customer's use of the Services.

1.4 "API"

means the application programming interface for enabling access to certain Services and any software libraries made available to Customer for accessing the foregoing.

1.5 "Applicable Laws"

means all applicable laws, statutes, ordinances, regulations, rules, and self-regulatory guidelines.

1.6 "Authorized User"

means any current employee, consultant, or agent of Customer who is authorized by Customer to access and use the Services pursuant to the terms and conditions of this Agreement; provided, however, that any consultant's or agent's access to and use of the Services shall be limited to the scope of its relationship with and provision of services to Customer.

1.7 "Customer Application"

means any application built, designed, and/or operated by Customer and into which the API is embedded via which Customer makes the Services available to Customer End Users.

1.8 "Customer Content"

means any data, media, documents, content, and other materials that Customer creates, uploads, or otherwise makes available to Juiced hereunder, including any User Data.

1.9 "Customer End User"

means individual end users of the Customer Application.

1.10 "Customer Recipient"

means an individual or entity that receives a phone call or other communication through or as a result of Customer's use of the Services or otherwise accesses any Services as a result of Customer's use thereof, and shall include Customer End Users.

1.11 "Documentation"

means any technical materials made available by Juiced to Customer, whether in hard copy or electronic form, describing the use and operation of the Platform, as may be updated from time to time.

1.12 "Fees"

means the fees due to Juiced by Customer for the Services. Fees may be adjusted from time to time by Juiced. The current Fee schedule is available here.

1.13 "Generative AI Tools"

means tools made available by Juiced that utilize generative artificial intelligence technology or similar technology and are capable of automatically producing various types of content (such as audio, text, images, and video) based on user-supplied prompts.

1.14 "Intellectual Property Rights"

means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) Marks; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.

1.15 "Marks"

means an entity's names, trade names, trademarks, service marks, logos, and other brand identifiers owned and used as indicia of identity by such entity, and all rights in and to the foregoing.

1.16 "Services"

means Juiced's provision to Customer of access to, and use of, the Platform and all services enabled thereby or therethrough as set forth herein, including without limitation the Documentation, the API, and Juiced's integration with telecommunications services and other vendors necessary to place calls.

1.17 "User Data"

means any data provided to or otherwise collected by the Platform by or with respect to an Authorized User of Customer, or any Customer Recipient.

2.1 Services.

Subject to the terms and conditions of this Agreement, Juiced shall provide the Services to Customer. On or as soon as reasonably practicable after the Effective Date, Juiced shall provide to Customer the Access Protocols to allow Customer to access and make the Platform available to Customer's Authorized Users. Customer's Authorized Users and Customer End Users (as applicable) will be granted access to the Services in accordance with this Agreement.

2.2 API License.

Subject to Customer's ongoing compliance with the terms of this Agreement and all Applicable Laws, Juiced hereby grants Customer a non‑exclusive, non‑transferable, non‑sublicensable, internal‑use‑only license, during the period of time commencing on the Effective Date and continuing for the duration of the applicable Term to: (i) use the API to submit data to and obtain data and other information from the Services in accordance with any associated Documentation and make the API available to Customer End Users through the Customer Application; (ii) make only those copies of the API necessary to exercise Customer's rights under the foregoing; and (iii) make only those copies of the Documentation reasonably necessary to exercise Customer's rights hereunder and use any Documentation in connection with Customer's and its Authorized Users' and Customer End Users' use of the Services.

2.3 Hosting.

Juiced shall provide for the hosting of the Platform, provided that nothing herein shall be construed to require Juiced to provide for, or bear any responsibility with respect to, any Customer, Authorized User, Customer End User, or Customer Recipient telecommunications or computer network hardware, software, services, or access. Customer shall be solely responsible for obtaining Internet connections and other third‑party software and services necessary for it to access and use the Services.

2.4 Restrictions on Use.

Customer will not (and will not authorize, permit, or encourage any Authorized Users, Customer End Users, Customer Recipients, or other third parties to): (i) allow anyone other than Authorized Users to access and use the Platform, in each case solely in connection with Customer's business; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Services unless, and to the limited extent that, applicable laws of Customer's jurisdiction require Juiced to give Customer the right to do so to obtain information necessary to render the Services interoperable with other software; provided, however, that Customer must first request such information from Juiced, and Juiced may (in its sole discretion) either provide such information to Customer or impose reasonable conditions on such use to ensure that Juiced and its licensors' proprietary rights in the Services are protected; (iii) modify, adapt, or translate the Services; (iv) make any copies of any of the Services; (v) resell, loan, lease, distribute, or sublicense the Services or any portion thereof; (vi) remove or modify any proprietary marking or restrictive legends placed on the Services; (vii) use or otherwise access the Services for the purpose of developing a competing service; (viii) use the Services in violation of any Applicable Law or for any purpose not specifically permitted in this Agreement; (ix) introduce into any Services any software, virus, worm, "back door," "Trojan Horse," or similar harmful code; (x) provide false or misleading information to Juiced; or (xi) record any call with any Customer Recipient except as expressly permitted under Applicable Law. Customer shall not, and shall not cause or permit any Authorized User, Customer End User, or any third party to, use the Services to contact any Customer Recipient unless such Customer Recipient has provided prior express written consent to such contact and/or Customer or the applicable Customer End User is otherwise permitted to contact such Customer Recipient in the contemplated manner due to an established business relationship, as defined under Applicable Law.

2.5 Obligations Relating to Users.

Each Authorized User and Customer End User shall be required to acknowledge and agree to this Agreement. Customer is solely responsible for ensuring that its Authorized Users and Customer End Users comply with all provisions of this Agreement. Customer is solely liable for any alleged or actual breach of the terms of this Agreement, or any alleged acts or failures to act, by Authorized Users and/or Customer End Users, and shall fully indemnify Juiced for same pursuant to Section 9 of this Agreement.

2.6 Access Permissions.

The Administrator(s) shall have administrative access to the Services through the Admin Portal in accordance with Juiced's then‑current functionalities and features. The Administrator(s) shall have the ability to grant Access Protocols to each Authorized User to access certain pages or sections of the Platform. Administrator(s) shall be responsible for granting or denying any such access and shall notify Juiced promptly if any permissions require modification, or if an Authorized User's account must be deactivated. Customer acknowledges and agrees that Customer is solely responsible for all activity that occurs on behalf of its Authorized Users' and Customer End Users' accounts or other means of access to the Platform, and for such Authorized Users' and Customer End Users' compliance with this Agreement and all Applicable Laws. Customer shall prevent unauthorized access to, or use of, the Services and notify Juiced promptly of any such unauthorized access or use known to Customer.

2.7 Modifications; No Contingency for Future Commitments.

Juiced may, in its sole discretion, modify the Platform or any portion thereof from time to time by adding, deleting, or modifying features to improve the user experience; provided, however, that during the Term, such additions, deletions, or modifications to features will not materially decrease the overall functionality of the Platform. Unless otherwise expressly agreed by the Parties in writing, Customer agrees that payment of the Fees under this Agreement is not contingent on the delivery of any future functionalities or features of the Platform, or any other future commitments with respect to the matters contemplated hereunder, except as expressly set forth in this Agreement.

2.8 Compliance.

Juiced has the right, but not the obligation, to monitor Customer's and its Authorized Users' and Customer End Users' compliance with this Agreement and all Applicable Laws. If Customer or its Authorized Users or Customer End Users are using the Services in any manner not in compliance with this Agreement and/or Applicable Laws, it shall be deemed a breach by Customer of this Agreement and Applicable Laws.

2.9 Third‑Party Services.

The Platform may include, or be dependent on, certain third‑party data, device graphs, software components, application programming interfaces, telecommunications networks, and other items and services (the "Third‑Party Services"). Juiced agrees that throughout the Term, Juiced will make commercially reasonable efforts to maintain all rights and licenses in and to the Third‑Party Services that are necessary to ensure that Customer and its Authorized Users and Customer End Users can use the Services in the manner contemplated in this Agreement. Juiced, NOT BEING THE OWNER, OPERATOR, SUPPLIER, OR PRODUCER OF THE THIRD‑PARTY SERVICES NOR THEIR AGENT, DOES NOT ENDORSE ANY THIRD‑PARTY SERVICES, AND MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND WHATSOEVER WITH RESPECT TO THE THIRD‑PARTY SERVICES AND DISCLAIMS ANY SUCH WARRANTIES THAT MIGHT OTHERWISE EXIST.

3.1 Ownership.

All right, title, and interest, including, without limitation, all Intellectual Property Rights, in and to the Services, the Documentation, and any other information, data, or analytics provided by Juiced, and all modifications, improvements, adaptations, enhancements, or translations made thereto, and all proprietary rights therein, shall be and remain the sole and exclusive property of Juiced. Subject to Section 3.3 and Section 3.4, as between the Parties, all right, title, and interest in and to the Customer Content, including all modifications, improvements, adaptations, enhancements, or translations made thereto, and all proprietary rights therein, shall be and remain the sole and exclusive property of Customer.

3.2 License Grant.

Subject to the terms and conditions of this Agreement, Juiced grants to Customer a non‑exclusive, non‑transferable, non‑sublicensable (except to Authorized Users and Customer End Users in accordance with this Agreement) license, solely during the Term and solely for Customer's business purposes, and not for the benefit of any third party (other than Authorized Users and Customer End Users), to: (a) access and use the Services in accordance with the Documentation; and (b) use and reproduce a reasonable number of copies of the Documentation solely as necessary to support Customer's use of the Services.

3.3 Customer Content.

Subject to the terms and conditions of this Agreement, including Section 3.4, Customer hereby grants to Juiced a perpetual, irrevocable, non‑exclusive, transferable, sublicensable, royalty‑free right and license to store, access, reproduce, execute, archive, modify, perform, display, distribute, and use the Customer Content as reasonably necessary to perform the Services and to provide and improve the Platform. Customer acknowledges and agrees that Juiced may use Customer Content to (i) derive de‑identified, aggregated and/or anonymized data, as further described in Section 3.4, and (ii) to create, train, commercialize and exploit Generative AI Tools, subject in each case to Juiced's confidentiality obligations hereunder. As between Juiced and Customer, Customer will have sole responsibility for the accuracy, quality, and legality of the Customer Content. With respect to Juiced's use of any of Customer's Marks, all goodwill arising therefrom shall inure solely to Customer's benefit, and Juiced shall use all Marks in accordance with any branding guidelines provided to Juiced in writing by Customer.

3.4 Aggregated Data.

Juiced monitors the performance and use of the Platform by its customers and end users and collects statistical and performance data in connection therewith. Juiced may use such data on a de‑identified, aggregated, or anonymized basis, in a manner that does not identify Customer, its Authorized Users, its Customer End Users, or any individual.

3.5 Data Processing Addendum.

The Parties shall comply with their respective obligations under any Data Processing Addendum ("DPA") prepared by Juiced, as may be updated from time to time. Any such DPA shall be incorporated by reference into the terms of this Agreement.

4.1 Fees and Payments.

The Fees for the Services are assessed as set forth here, as may be updated from time to time upon notice to Customer, and may include charges assessed (i) on a per‑fixed‑phone‑number basis; (ii) on a per‑voice‑clone basis; and/or (iii) on a volume‑tiered basis. If Customer exceeds any allotted usage during a billing period, Customer will be billed (and Customer hereby agrees to pay) for such overage at Juiced's then‑current rates for the excess usage. Any updated Fees will go into effect in the billing cycle following such update, and Customer's ongoing use of any Services following such update shall constitute Customer's acceptance of the updated Fees. If Customer does not wish to accept any updated Fees, Customer's sole remedy is to immediately stop using the affected Services and/or to terminate this Agreement, with all then current Fees paid immediately.

4.2 Payments.

a. Invoiced Payments. All amounts are due and payable to Juiced within thirty (30) days from the date of invoice. All Fees are non‑cancelable and, unless otherwise set forth herein, non‑refundable.

b. Stripe Payments. You may elect to make, and Juiced may agree to receive, payment for Fees via Juiced's third‑party payment processing vendor(s). Payment processing services for the Services are provided by Stripe, Inc. (the "Payment Processor") and are subject to all applicable Stripe agreements and end user terms or those of other Payment Processors (collectively, the "Payment Processor Agreement"). When you submit payment information to Juiced, you authorize Juiced's Payment Processor to store that information and to process Fees and other payments in accordance with this Agreement and the Payment Processor Agreement. As a condition of using the Payment Processor's payment processing, you must provide accurate and complete information, and you authorize us to share this information with the Payment Processor. All bank and credit card information is sent directly to and stored with the Payment Processor using its security protocols. Juiced does not store your payment information on its systems and shall not have any responsibility for the safety or security of that information. Your use of the Payment Processor's payment processing is conditioned upon your compliance with the Payment Processor Agreement, and if the Payment Processor Agreement is terminated by the Payment Processor, you may not be able to use the Services.

c. Additional Payment Solutions. Juiced may also require payment from Customer by wire or ACH. Juiced may also change or add other payment processing services from time to time upon notice to Customer, which may be subject to additional terms or conditions, as notified to Customer.

4.3 Free Trials and Promotions.

Any free trial or other promotion ("Promotion") offered in writing by Juiced that provides Customer‑level access to the Services, or other preferential fee rates of any sort, must be used within the specified time of the Promotion. At the end of the Promotion period, your use of the applicable Services or other preferential access will expire and any further use of the Services on such preferential terms is prohibited unless you pay the then‑current applicable Fee, which may be based on your usage during the Promotion period.

4.4 Taxes.

All amounts payable under this Agreement are exclusive of sales and use taxes, value added taxes, and all other taxes and duties (except for any taxes on Juiced's income, which shall be paid by Juiced), the costs of which such taxes and duties shall be invoiced by Juiced and paid by Customer in accordance with this Section 4. Customer will make all payments of amounts due to Juiced free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of amounts due to Juiced will be Customer's sole responsibility, and Customer will provide Juiced with official receipts issued by the appropriate taxing authority, or such other evidence as Juiced may reasonably request, to establish that such taxes have been paid. Customer will defend, indemnify and hold harmless Juiced, its parent and subsidiary companies, affiliates, and any of their respective owners, members, partners, officers, agents and/or employees in connection with any proceedings brought by any taxing authorities arising from Customer's failure to pay the taxes for which Customer is responsible hereunder.

4.5 Late Payments.

In the event Customer fails to timely or completely pay any amount due Juiced pursuant to this Agreement (except for amounts disputed by Customer in good faith), interest at the rate of one and one‑half percent (1.5%) per month will accrue on all past due amounts until such amounts, including accrued interest, are paid in full. Customer shall promptly reimburse Juiced for any reasonable expenses of collection, including costs, disbursements, and reasonable outside legal fees actually incurred by Juiced, to the extent necessitated by a refusal by Customer to pay Juiced any undisputed amounts as and when due. In the event that any undisputed payment due to Juiced is over thirty (30) days past due, Juiced reserves the right to suspend Customer's access to the Services.

5.1 Term.

The term of this Agreement begins on the Effective Date hereof and will continue until terminated as provided herein.

5.2 Termination for Cause.

Unless otherwise provided herein, this Agreement may be terminated as follows: (i) in the event of a material breach of this Agreement by a Party, the other Party may terminate this Agreement by giving thirty (30) days' prior written notice to the breaching Party; provided, however, that this Agreement will not terminate if the breaching Party has cured the breach before the expiration of such thirty (30)‑day period; (ii) this Agreement is terminable immediately without notice by a Party if the other Party: (a) voluntarily institutes insolvency, receivership, or bankruptcy proceedings; (b) is involuntarily made subject to any bankruptcy or insolvency proceeding and such proceeding is not dismissed within sixty (60) days of the filing of such proceeding; (c) makes an assignment for the benefit of creditors; or (d) undergoes any dissolution or cessation of business; and (iii) Juiced may terminate this Agreement with or without cause upon thirty (30) thirty days' written notice to Customer. Juiced may also terminate this Agreement upon written notice to Customer as set forth in Section 9.3 herein.

5.3 Effect of Expiration or Termination.

Upon expiration or termination of this Agreement: (i) Customer shall pay Juiced for all amounts due and payable hereunder as of the effective date of termination or expiration; (ii) all rights granted to Customer hereunder will immediately cease, and Customer and its Authorized Users and Customer End Users will immediately cease all access and use of the Services; and (iii) subject to the licenses provided herein, each Party shall either return to the other Party (or, at such other Party's instruction, destroy and provide such other Party with written certification of the destruction of) all documents, computer files, and other materials containing any of such other Party's Confidential Information that are in its possession or control.

5.4 Survival.

The following provisions will survive expiration or termination of this Agreement: Section 1, Section 2.4, Section 2.9, Section 3, Section 4, Section 5.3, this Section 5.4, Section 6, Section 7.2, Section 8, Section 9, and Section 10.

6.1 Confidential Information.

Each Party (the "Disclosing Party") may provide the other Party (the "Receiving Party") with certain non‑public information regarding the Disclosing Party's business, technology, products, or services that is marked or designated by the Disclosing Party as "confidential" or "proprietary" at the time of disclosure or that would reasonably be understood to be confidential given the nature of the information disclosed or the circumstances of disclosure (collectively, "Confidential Information"). Without limiting the generality of the foregoing, Confidential Information will include: (i) with respect to Juiced, the Platform and any and all source code, Documentation, designs, techniques, models, research, development, ideas, processes, procedures, updates, or modifications relating thereto, and any other non‑public information or material regarding Juiced's legal or business affairs, financing, customers, properties, pricing, technology, or data; and (ii) with respect to Customer, the Customer Content and any other non‑public information or material regarding Customer's legal or business affairs, financing, customers, properties, or data. Confidential Information does not include information which: (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party; (b) is documented as being known to the Receiving Party prior to its disclosure by the Disclosing Party; (c) is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party (as evidenced by contemporaneous documentation); or (d) is obtained by the Receiving Party without restrictions on use or disclosure from a third party.

6.2 Use and Disclosure of Confidential Information.

The Receiving Party will protect the confidentiality of any Confidential Information disclosed by the Disclosing Party using at least the degree of care that it uses to protect its own confidential information of similar nature and import (but in no event less than a reasonable degree of care). The Receiving Party will, with respect to any Confidential Information of the Disclosing Party: (i) use such Confidential Information only in connection with the Receiving Party's performance of its obligations and exercise of its rights under this Agreement; (ii) subject to the terms of this Section 6, restrict disclosure of such Confidential Information within the Receiving Party's organization to only those employees and consultants of the Receiving Party who have a need to know such Confidential Information in connection with the Receiving Party's performance of this Agreement and who are bound by obligations of confidentiality comparable to those set forth herein; (iii) not use such Confidential Information for the Receiving Party's, or a third party's, own benefit; and (iv) except as expressly contemplated under the preceding clause (ii), not disclose such Confidential Information to any third party unless authorized in writing by the Disclosing Party to do so; provided, however, that the Parties may disclose the terms of this Agreement if such disclosure is in connection with any audit, financing transaction, or due diligence inquiry, provided the recipients are subject to obligations of confidentiality at least as restrictive as those contained herein. The Receiving Party will be responsible to the Disclosing Party for any violation of this Section by any employee or consultant of the Receiving Party.

6.3 Required Disclosures.

Notwithstanding anything herein to the contrary, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by applicable law or by the order of a court or similar judicial or administrative body of competent jurisdiction, provided that the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure (to the extent permitted by law), cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order, and limits disclosure to solely that Confidential Information reasonably required to be disclosed.

6.4 Irreparable Injury.

Each Party acknowledges that the other Party may be irreparably harmed by any breach of this Section, and agrees that such other Party may seek, in any court of appropriate jurisdiction, an injunction and/or any other equitable relief necessary to prevent or cure any such actual or threatened breach thereof, without the necessity of proving monetary damages or posting a bond or other security. The preceding sentence shall in no way limit any other legal or equitable remedy, including monetary damages, the non‑breaching Party would otherwise have under or with regard to this Agreement.

6.5 Feedback.

Juiced welcomes and encourages Customer, Authorized Users, and Customer End Users to provide feedback, comments, and suggestions for improvements to the Services, or any of Juiced's other products and services (collectively, "Feedback"). With respect to any Feedback provided, Customer acknowledges and agrees that Juiced shall be free to use and disclose any ideas, concepts, know‑how, techniques, or other materials contained in the Feedback for any purpose whatsoever, including, but not limited to, the development, production, and marketing of products and services that incorporate such information, without any obligations of confidentiality or any compensation or attribution to Customer, any Authorized User, any Customer End User, or any other party or third party.

7.1 Mutual Representations and Warranties.

Each Party represents and warrants to the other Party that: (i) it is duly organized, validly existing, and in good standing under its jurisdiction of organization and has the right to enter into this Agreement; (ii) the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of such Party and have been duly authorized by all necessary corporate action on the part of such Party, and constitute a valid and binding agreement of such Party; and (iii) it has the full power, authority, and right to perform its obligations and grant the rights it grants hereunder.

7.2 Customer Warranty.

Customer represents, warrants, and covenants to and for the benefit of Juiced and its affiliates that: (a) it has provided all necessary notices and obtained all necessary rights, approvals, and consents to make the Customer Content available to Juiced for use hereunder and that Juiced's use of same will not be unlawful or otherwise violate the rights of a third party; (b) any Customer Content shall not contain any viruses, worms, or other malicious computer programming codes that may damage or disable any network, systems, or data of Juiced or any other third party; (c) the steps necessary for Juiced to collect and/or receive all Customer Content in compliance with Applicable Law, including without limitation securing consent to the collection of any data from any Customer Recipient, have been taken (and, to the extent applicable, duly authorized) by Customer, and no other proceedings are necessary to authorize Juiced to access, use, or otherwise process the Customer Content as provided under the Agreement; and (d) any Customer Content made available hereunder or other use of the Services by Customer or any Authorized User or Customer End User will not (i) be unlawful, libelous, or defamatory, (ii) infringe any right of any third party (including, without limitation, any patent, copyright, trademark, trade secret, contractual, privacy, or publicity right), (iii) disparage Juiced or tarnish any of Juiced's Marks, (iv) contain any regulated data, unless subject to a separate written agreement with Juiced, or (v) otherwise violate Applicable Laws. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content made available by Customer or any Authorized User or Customer End User. Customer shall be responsible for delivery of all Customer Content to Juiced, and Juiced shall not be responsible for any liability or loss (including any loss of data) arising from Customer's delivery of (or failure to deliver) the same.

7.3 Disclaimer.

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1, THE SERVICES, THE PLATFORM, THEIR COMPONENTS, ANY DOCUMENTATION, AND ANY OTHER MATERIALS PROVIDED HEREUNDER ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND Juiced MAKES NO WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON‑INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR‑FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CUSTOMER ASSUMES ALL LIABILITY FOR ANY INTERACTIONS BY OR BETWEEN CUSTOMER'S AUTHORIZED USERS AND/OR CUSTOMER RECIPIENTS AND INTERACTS WITH CUSTOMER RECIPIENTS AT ITS OWN RISK AND Juiced WILL NOT BE RESPONSIBLE FOR ANY LIABILITY INCURRED AS A RESULT OF SUCH USE OR INTERACTIONS. TO THE EXTENT THAT Juiced MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

9.1 Indemnification by Juiced.

Subject to Section 9.2, Juiced will defend, indemnify, and hold harmless Customer and its officers, directors, managers, and employees from and against any and all losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys' fees) (collectively, "Losses") incurred in connection with any third‑party action, claim, or proceeding (each, a "Claim") alleging that the use of the Services in accordance with this Agreement infringes or misappropriates any third‑party Intellectual Property Rights ("IP Infringement Claim"); provided, however, that the foregoing obligations shall be subject to Customer: (i) promptly notifying Juiced of the Claim (provided that failure to provide prompt written notice of the Claim will not alleviate Juiced of its obligations under this Section 9.1 to the extent any associated delay does not materially prejudice or impair the defense of the related Claim); (ii) providing Juiced, at Juiced's expense, with reasonable cooperation in the defense of the Claim; and (iii) providing Juiced with sole control over the defense and negotiations for a settlement or compromise.

9.2 Exceptions to Juiced Indemnification Obligations.

Juiced shall not be obligated to indemnify, defend, or hold harmless the Customer for an IP Infringement Claim to the extent arising from or related to: (a) use by Customer or any Authorized User or Customer End User of the Services not in accordance with this Agreement, or in any manner or for any purpose for which the Services were not designed; (b) any unauthorized modifications, alterations, or implementations of the Services made by or at the request of Customer; (c) any use of the Services in combination with unauthorized modules, apparatus, hardware, software, or services not supplied or specified in writing by Juiced; or (d) the Service's reliance on or use of intellectual property owned or licensed by Juiced.

9.3 IP Infringement Claims.

In the event that Juiced reasonably determines that any Service is likely to be the subject of an IP Infringement Claim, Juiced shall have the right (but not the obligation), at its own expense and option, to: (i) procure for Customer the right to continue to use the applicable Service as set forth hereunder; (ii) replace the infringing components of the Service with other components with the same or similar functionality that are reasonably acceptable to Customer; or (iii) suitably modify the applicable Service so that it is non‑infringing and reasonably acceptable to Customer. If none of the foregoing options is available to Juiced on commercially reasonable terms, Juiced may terminate this Agreement without further liability to Customer, in which case Juiced shall promptly provide Customer with a pro‑rata refund of any prepaid but unused Fees. This Section 9.3, together with the indemnity provided under Section 9.1, states Customer's sole and exclusive remedy, and Juiced's sole and exclusive liability, regarding infringement or misappropriation of any Intellectual Property Rights of a third party.

9.4 Indemnification by Customer.

Customer will defend, indemnify, and hold harmless Juiced, its parent and subsidiary companies, affiliates, and any of their respective owners, members, partners, officers, agents and/or employees from and against any and all Losses incurred in connection with any Claim: (a) arising from Customer's or its Authorized Users' or Customer End Users' alleged or actual negligence or misconduct; (b) arising from Customer's or its Authorized Users' or Customer End Users' alleged or actual breach of this Agreement; (c) arising from or related to Customer's or any Authorized User's or Customer End Users' use of the Services to contact any Customer Recipient in alleged or actual violation of Applicable Law; and/or (d) arising from any Customer Content, including any allegation or assertion that such Customer Content infringes, violates, or misappropriates any third‑party Intellectual Property Rights or that Juiced's use thereof in accordance with this Agreement violates Applicable Law.

9.5 Insurance.

Customer shall maintain, at its own cost, general liability and other appropriate insurance in an amount appropriate to the nature and scope of its business, products, and services, which is at least in an amount and of a quality reasonable and customary in Customer's industry for companies of comparable size and activities.

10.1 Publicity.

Juiced reserves the right to reference Customer as a user of the Services on its website and in its customer lists, and to use Customer's Marks in connection therewith. Upon request, Customer will participate in a case study and/or serve as a reference or testimonial provider for other potential customers of Juiced.

10.2 Open Source Software.

Certain elements of the Services are subject to "open source" or "free software licenses" ("Open Source Software"). Customer acknowledges that certain elements of such Open Source Software are owned by third parties. No Open Source Software is licensed under any provision of this Agreement under which Juiced grants Customer any license to use the Services; instead, each item of Open Source Software is licensed under the terms of the end user license that accompanies such Open Source Software (each, an "OSS License"). Nothing in this Agreement limits Customer's rights under, or grants Customer rights that supersede, the terms and conditions of any OSS License. If required by any OSS License, Juiced shall make relevant pieces of Open Source Software available to Customer in source code format upon written request.

10.3 Assignment.

Customer may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of Juiced. Juiced may freely assign or otherwise transfer this Agreement, or any of its rights or obligations hereunder, with or without notice to Customer. Any assignment or other transfer in violation of this Section 10.3 will be null and void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns.

10.4 Waiver.

No failure or delay by either Party in exercising any right or remedy under this Agreement shall operate or be deemed as a waiver by such Party of any such right or remedy; nor shall a waiver by a Party of any provision of this Agreement on one occasion be deemed a waiver of any other provision or of such provision on any other occasion.

10.5 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to choice of law provisions thereof.

10.6 Exclusive Forum for Disputes Regarding IP and Confidentiality; Mandatory Arbitration.

The Parties hereby consent and agree to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida for all suits, actions, or proceedings directly or indirectly arising out of or relating to any allegations relating to Juiced's intellectual property rights or the confidentiality provisions under this Agreement, and waive any and all objections to such courts, including but not limited to objections based on improper venue or inconvenient forum, and each Party hereby irrevocably submits to the exclusive jurisdiction of such courts in any such suits, actions, or proceedings. All other disputes between the Parties under this Agreement shall be exclusively resolved in binding, confidential arbitration pursuant to the rules of the American Arbitration Association. This agreement to arbitrate is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16. The arbitrator shall have the sole and exclusive authority to determine whether a dispute is arbitrable. Any such arbitration shall take place exclusively in Miami-Dade County, Florida, or virtually, if agreed to by the Parties.

10.7 Notices.

All notices required under this Agreement (other than routine operational communications) must be in writing. Notices shall be effective upon: (i) actual delivery to the other Party, if delivered in person, or by facsimile, or by national overnight courier; (ii) five (5) business days after being mailed via U.S. postal service, postage prepaid; or (iii) actual delivery to the other Party by email, with a confirmation that the email has been both received and read.

10.8 Third‑Party Beneficiaries.

A person who is not a Party to this Agreement shall not be entitled to rely on, or enforce, any of its terms. There are no third-party beneficiaries to this Agreement.

10.9 Independent Contractors.

The Parties are independent contractors. Neither Party shall be deemed to be an employee, agent, partner, joint venturer, or legal representative of the other for any purpose, and neither shall have any right, power, or authority to create any obligation or responsibility on behalf of the other.

10.10 Export.

Customer agrees not to export, re‑export, or transfer, directly or indirectly, any U.S. technical data acquired from Juiced, or any products utilizing such data, in violation of the United States export laws or regulations.

10.11 Severability.

If any provision of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, that provision shall be amended to achieve as nearly as possible the same economic effect as the original provision, and the remainder of this Agreement shall remain in full force and effect. Any provision of this Agreement which is unenforceable in any jurisdiction shall be ineffective only as to that jurisdiction, and only to the extent of such unenforceability, without invalidating the remaining provisions hereof.

10.12 Force Majeure.

Except for Customer's obligations to pay any sums due hereunder, neither Party shall be deemed to be in breach of this Agreement for any failure or delay in performance to the extent caused by reasons beyond its reasonable control, including, but not limited to, acts of God, earthquakes, strikes, lockouts or other labor disputes, shortages of materials or resources, invasions, riots, closing of public highways, civil unrest, war, acts of terrorism, mass disease, epidemic or pandemic (e.g., COVID‑19), public health requirements, government‑imposed quarantines, or other governmental interventions.

10.13 Entire Agreement.

This Agreement, together with all other agreements which are incorporated herein and made a part hereof by this reference, contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements and commitments with respect thereto. There are no other oral or written understandings, terms, or conditions, and neither Party has relied upon any representation, express or implied, not contained in this Agreement. Except as otherwise set forth herein, no modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by authorized signatories of Customer and Juiced.