1. GENERAL TERMS
ou agree to provide accurate, current and complete information about you or any entity on whose behalf you will access the service at the time of registering an account in order to access the Creative Juice Platform (the “User Account”). You are solely responsible for maintaining the confidentiality of your User Account and password, and you are responsible for all activities that occur under your User Account by you or any authorized user of your User Account.
Grant of License
Creative Juice grants User a limited, revocable, non-exclusive, non-transferable right and license to use the Platform solely for your own personal or internal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works, or other use. Except as expressly licensed herein, Creative Juice retains all right, title and interest in (including but not limited to all confidentiality, copyright, trade secret, patent and other intellectual property rights) to the Platform, and any and all upgrades, enhancements, modifications or derivative works of the Platform. User will not, and will not allow any end user or third party under its direction and control, to: (i) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas, technology or algorithms of the Platform by any means whatsoever, or replicate the functionality of the Platform for any purpose; (ii) license, share, lend, host, or otherwise transfer in any manner the Platform to or for the benefit of any third party; or, (iii) disclose any performance information or analysis from any source relating to the Platform. User will not authorize or permit any unaffiliated third party, including but not limited to direct competitors to Creative Juice, to use the Platform without Creative Juice’s prior written consent, which may be withheld at its discretion. All rights not expressly granted by Creative Juice hereunder are reserved by Creative Juice. These restrictions shall survive the termination of this Agreement.
Different levels of Service are offered depending on whether you are a Juice Club member or not, as further described on the Creative Juice website.
Memberships are available on a monthly or annual subscription basis (“Subscription Period”), subject to a monthly or annual recurring fee (“Subscription Fee”). Subscription Fees are charged in advance of a Subscription Period. We may change the Subscription Fee at any time and will notify you by email, or other reasonable manner, at least 15 days before the change. If you do not agree to the change in Subscription Fee, you must cancel at least 3 days before the next Subscription Period in which the change will take effect.
You acknowledge and agree that Memberships are a recurring service that automatically renew at the end of each Subscription Period, and will continue to renew until you cancel. At the end of your Subscription Period, we will automatically renew your Membership for the same Subscription Period, at the then-effective Subscription Fee. To avoid renewal of your Membership and payment of future Subscription Fees, you must cancel your Membership as directed in these payment terms.
Unless otherwise required by law, all Subscription Fees are final and non-refundable.
You must provide a payment method at the time you sign up for a Membership or agree to pay the Subscription Fee through other means that we may make available to you. By providing Creative Juice with a payment method, you (1) represent that you are authorized to use such payment method and that the payment information you provided is true and accurate; (2) authorize Creative Juice to automatically charge your payment method at the beginning of each Subscription Period, for the Subscription Fee that you agreed to when you signed up for the Membership (subject to any changes to the Subscription Fee), and (3) acknowledge that we will continue to charge your payment method each Subscription Period until you cancel. If we receive updated information for your payment method from your card issuer or the card network (such as the card number or expiration date), you authorize us to update your payment method with such updated information and charge your updated payment method in accordance with these subscription terms.
You may cancel a Membership at any time. However, you must cancel at least 3 days before the next Subscription Period renews, in order to avoid being charged another Subscription Fee. If you cancel, you will continue to have access to the Services through the end of your current Subscription Period. At the end of your Subscription Period, we will not renew your Membership and you will have access to the Services as a non-member only.
If you cancel your Membership you will not receive a refund of any Subscription Fees paid (partial or otherwise), including for the current Subscription Period. We reserve the right to issue refunds or credits at our sole discretion. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future.
We may terminate your Membership if you are in breach of this Agreement, including these subscription terms, such as if we do not receive payment of your Subscription Fee in full and on time. If we terminate your Membership due to your breach, you will not receive a refund of any Subscription Fee and you will immediately lose access to the Services, even if your Subscription Period has not yet ended. If we allow you to continue using the Services after we terminate your Membership, you will be given access to the Services as a non-member only. This paragraph does not limit our right to suspend or terminate your User Account, or this Agreement with you, as described elsewhere in this Agreement.
In order for Creative Juice to provide Services, Creative Juice may collect information about you (“User Data”). All User Data is the sole the property of User and Creative Juice has no ownership rights in any User Data. User Data includes, without limitation, all information provided by User to Creative Juice, the services of third parties such as YouTube, and your use of Creative Juice’s Platform. Creative Juice shall adopt adequate archival procedures to store the User Data. In the event of any loss or corruption of User Data, Creative Juice shall use commercially reasonable efforts to restore the lost or corrupted User Data from the latest backup of such User Data maintained by Creative Juice in accordance with its archival procedures. Creative Juice shall not be responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of User Data caused by any third party. Creative Juice’S EFFORTS TO RESTORE LOST OR CORRUPTED USER DATA PURSUANT TO THIS SECTION SHALL CONSTITUTE Creative Juice’S SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS OR CORRUPTION OF USER DATA. Creative Juice reserves the right to establish or modify its general practices and limits relating to storage of User Data.
GRANT OF LICENSE TO JUICE OF USER DATA
You grant to Creative Juice a limited, royalty-free license to use, reproduce and modify User Data solely as necessary for Creative Juice to provide Services for you and to perform its other obligations to you. User’s license to Creative Juice includes the right to collect User Data, either directly from User, third party services authorized by User, or through other means such as the use of redirects and pixels. Creative Juice will not disclose User Data to any third party unless such disclosure is (i) approved by User, or (ii) is made by Creative Juice in response to legal process, and provided that Creative Juice has given User reasonable notice of, and a reasonable opportunity to contest, such legal process.
GRANT OF LICENSE TO JUICE OF AGGREGATED ANONYMOUS DATA
So that Creative Juice may improve and promote its offerings, you grant Creative Juice a perpetual, unlimited, royalty-free license to aggregate User Data with other data, (and/or segregate portions of the User Data) so that it is non-personally identifiable with respect to User (“Aggregated Anonymous Data”). User agrees that Creative Juice may create Aggregated Anonymous Data, and may use, reproduce, distribute, execute, display and commercially use the Aggregated Anonymous Data at its discretion. Creative Juice may disclose Aggregated Anonymous Data to third parties, publish it through its website, blog, or by other means, and may transfer or sublicense its rights with respect to Aggregated Anonymous Data. User shall have no interest in such Aggregated Anonymous Data or any use thereof by Creative Juice. This license shall survive the termination of this Agreement.
INTERNET ACCESS AND COMMUNICATION
To use the Services, you must have access to the Internet, either directly or through devices that access Web-based content. You must provide all equipment necessary to make (and maintain) such connection to the Internet. You are solely responsible for your equipment, connection, and all other networking and storage devices which you use to connect to the Services. You shall be solely responsible for all costs, fees, expenses, and taxes of any kind related to the foregoing. Creative Juice shall not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services. You agree to provide Creative Juice with your e-mail address, to promptly notify Creative Juice of any changes to your e-mail address, and to accept e-mail or other electronic communications from Creative Juice that are necessary to communicate with you about the Service. Creative Juice may provide any and all notices, statements and other communications to you through e-mail, posting a notice in your User Account, or posting elsewhere on the Platform, and you expressly release and shall hold Creative Juice harmless from any responsibility to communicate with you other than through e-mail or electronic means of the Creative Juice’s choosing. You agree that as long as the Creative Juice provides conspicuous notice in your User Account or elsewhere on the Platform, Creative Juice shall have no liability for failure to notify you via e-mail, including for improper address, filtration, bounce-back, erroneous transmission or other e-mail or technical malfunction.
You are solely responsible for all activity occurring under your User Account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services, including those related to data privacy, international communications and the transmission of technical or personal data. You are solely responsible for maintaining the confidentiality of your User Account and password and for restricting access to your computer(s), and you are responsible for all activities that occur under your User Account by you or any authorized user of your User Account. You shall promptly notify Creative Juice of any suspected or alleged violation of this Agreement including any unauthorized use of any password or User Account or any other known or suspected breach of security. You shall cooperate with Creative Juice with respect to: (a) investigation by Creative Juice of any suspected or alleged violation of this Agreement and (b) any action by Creative Juice to enforce this Agreement. Creative Juice may suspend or terminate any User Account in the event that Creative Juice reasonably determines that such User Account has been involved in a violation of this Agreement. You remain liable for the losses incurred by Creative Juice or others due to any unauthorized use of your User Account or any User Account created by you, including but not limited to any charges associated with any unauthorized use.
You grant Creative Juice a non-exclusive, perpetual, royalty-free fully paid up limited right to use your name, trademarks, service marks and logos in the production of marketing materials promoting the Creative Juice and the Services, provided that such use is in accordance with your trademark and intellectual property use guidelines. Creative Juice will always ask for your approval before featuring your name and likeness in our marketing materials.
Third Party Sites
Creative Juice’s Service may provide links to third party sites or resources. Creative Juice has no control over such third party sites or resources and you acknowledge and agree that Creative Juice is not responsible for the availability of such external resources and does not endorse and is not liable for any content, advertising, products or other materials available from or on such sites or resources. Any transactions or activity between you and any third party site or resource is solely between you and the applicable third party, and any terms, conditions, warranties or representations associated with such activity shall be between you and them. You recognize that certain third party providers of ancillary services may require your agreement to additional or different license or other terms prior to your use or access of their sites or services. Any such agreement shall not in any way modify your Agreement here with Creative Juice. If you are referred to a third party site as an affiliate of Creative Juice, then you agree to permit such third party site to share details of your transactions with them with Creative Juice.Creative Juice utilizes the YouTube API for YouTube related data gathered. By using Creative Juice, you are also agreeing to be bound by YouTube Terms of Services. For more information, please see YouTube terms of services.
Representations and Warranties
User represents and warrants that (i) any content or information provided by User will not contain any information or materials that is unlawful, hateful, threatening, obscene, defamatory or offensive, and (ii) any content or information provided by User will not violate any law, regulation or rights of any third party including, without limitation, intellectual property rights or rights of publicity or privacy.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT), GUARANTEES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS, OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN, OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE ACCURACY OF ANY ADVICE, GUIDANCE OR VALUATION OF USER’S BUSINESS. Creative Juice DOES NOT WARRANT THE RESULTS OF THE SERVICES, THAT THE SERVICES WILL MEET USER’S BUSINESS GOALS OR OTHER REQUIREMENTS OR EXPECTATIONS (OR, IF ACHIEVED, THAT SUCH RESULTS WILL BE SUSTAINABLE), THAT THE PROVISION OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE, OR THAT ANY ERROR IN THE SERVICES WILL BE CORRECTED. USER ACKNOWLEDGES THAT THE SERVICES MAY BE INACCESSIBLE, UNAVAILABLE OR INOPERABLE FROM TIME TO TIME.
Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, Creative Juice SHALL NOT BE LIABLE TO USER, OR ANY THIRD PARTY, FOR (I) ANY PUNITIVE DAMAGES OR INDIRECT OR CONSEQUENTIAL LOSS, DAMAGE, COSTS OR EXPENSE OF ANY KIND WHATSOEVER AND HOWSOEVER CAUSED, WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, STATUTE OR OTHERWISE, INCLUDING, (WITHOUT LIMITATION) LOSS OF PRODUCTION OR BUSINESS, LOSS OF OR CORRUPTION TO DATA, LOSS OF PROFITS OR OF CONTRACTS, LOSS OF OPERATION TIME AND LOSS OF GOODWILL OR ANTICIPATED SAVINGS, EVEN IF ADVISED OF THEIR POSSIBILITY, OR (II) THE COST OF PROCURING SUBSTITUTE GOODS, SERVICES, TECHNOLOGY OR RIGHTS. Creative Juice SHALL NOT BE LIABLE TO ANY PARTY FOR ANY AMOUNT IN EXCESS OF THE AMOUNT IN AGGREGATE PAID TO Creative Juice BY USER HEREUNDER DURING THE SIX (6) MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.
You agree to indemnify, defend and hold Creative Juice, and its respective officers, directors, shareholders, affiliates, employees, agents, representatives and attorneys harmless from any liability, loss, claim and expenses (including reasonable attorneys’ fees) related to your violation of this Agreement or use of the Services.
This Agreement contains the entire understanding and agreement of the parties, incorporating herein all previous negotiations and agreements, superseding all prior or contemporaneous proposals, communications and understandings, whether written and oral.
The failure of Creative Juice to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. Any waiver of this Agreement by Creative Juice must be in writing and signed by an authorized representative of Creative Juice.
Neither party may assign this Agreement to a third party without the prior express written consent of the other party, which consent shall not be unreasonably delayed or withheld; provided however, Creative Juice may assign this Agreement to (i) an affiliate of such party, or (ii) any acquirer of all or of substantially all of such party’s equity securities, assets or business related to the subject matter of this Agreement.
If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.
COMPLIANCE WITH LAW
Each party shall be responsible for compliance with all applicable laws, rules and regulations, if any, related to the performance of its obligations under the Agreement.
Nothing in the Agreement, or in the business or dealings between the parties, shall be construed to make them joint venturers or partners with each other. Neither party shall do anything to suggest to third parties that the relationship between the parties is anything other than that of independent contractors.
JURISDICTION AND VENUE; ATTORNEY’S FEES
This Agreement shall be governed by the laws of the State of California without respect to choice of law rules, and the parties hereby consent to exclusive jurisdiction and venue in the state and federal courts in San Francisco County, California. The prevailing party in any dispute shall be responsible for the other’s party’s reasonable attorney’s fees.
In addition to any provisions specified herein, the complete sections entitled “Marketing,” “Representations and Warranties,” “Limitation of Liability,” and “Indemnification” and the sub-section entitled “User Responsibility” shall survive the termination of this Agreement.
Creative Juice may terminate this Agreement at any time, with or without notice, for any reason. Upon expiration or termination of this Agreement, Creative Juice shall have no obligation to deliver any copy of the User Data to you and may delete such User Data at any time.
If you have any questions regarding these Terms of Service, please contact us at email@example.com.
2. THIRD PARTY SERVICES
When you apply, register, enroll or otherwise use a Third Party Service, you agree to the following additional terms and conditions governing such Third Party Service as provided through the Platform.
Payment Processing Services
The Platform allows you to accept payments for the sale and purchase of your goods or services (“Transactions”) through the Platform (“Payment Processing Services”). The Payment Processing Services are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By electing to use the Payment Processing Services, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. You use of the Payment Processing Services may be subject to an additional fee that Stripe charges for each transaction processed by the Payment Processing Services. The amount of the fee will be disclosed to you when you sign up for the Payment Processing Services. Stripe reserves the right to revise this fee from time to time.
As a condition of using the Payment Processing Services through Stripe, you agree to provide Creative Juice accurate and complete information about you and your business, and authorize Creative Juice to share such information, and any transaction information related to your use of the Payment Processing Services, with Stripe, in connection with Stripe’s provision of the Payment Processing Services as further set forth in the Stripe Services Agreement.
Creative Juice makes the Payment Processing Services available on the Platform solely as a technology platform, and is not a bank, money services business or money transmitter with respect to the Payment Processing Services. Payment processing and settlement activities are performed solely by Stripe pursuant to the Stripe Services Agreement. You are solely responsible for your compliance with the Stripe Services Agreement, including the Stripe Restricted Businesses Policy.
Transactions processed through the Payment Processing Services are between you and your customers. You are solely responsible for all aspects of your Transactions, including pricing, taxes, refunds, chargebacks, infringement claims, product warranties, or customer disputes. Creative Juice disclaims any and all responsibility for your Transactions, and you agree that you will not seek to hold Creative Juice liable for any loss, claim or expenses related to or arising from your Transactions.
Without limiting your general indemnification obligations under Section 1 of these Terms of Service, you agree to reimburse, indemnify, defend and hold Creative Juice, and its respective officers, directors, shareholders, affiliates, employees, agents, representatives and attorneys harmless from any liability, loss, claim and expenses (including reasonable attorneys’ fees) related to your use of the Payment Processing Services, your Transactions (including for any chargebacks, refunds, or other amounts owed to Creative Juice, your customers or Stripe arising from your Transactions), or your violation of the Stripe Services Agreement (including fines and other penalties imposed by Stripe or a payment network like Visa or Mastercard). Without limiting any of Creative Juice’s rights against you, whether under these Terms of Service or applicable law, you agree and authorize Creative Juice to collect the foregoing amounts, if any, by withholding such amounts from any settlement funds owed to you through the Payment Processing Services or as a setoff from any amounts that Creative Juice may owe you under any other Service.
Your eligibility to use the Payment Processing Services are subject to Stripe’s review and approval. In addition to any rights that Stripe may have under the Stripe Services Agreement, including its right to deny, restrict, suspend or terminate your use of the Payment Processing Service, Creative Juice reserves the right to determine, for any reason and in its sole discretion, whether and how to make the Payment Processing Services available to you, including to deny, restrict, suspend or terminate your use of the Payment Processing Services, to modify the Payment Processing Services, to impose additional conditions on your use of the Payment Processing Services, or to cease making the Payment Processing Services available on the Platform.
Tax Form Service
The Tax Form Service shall be deemed a Service for purposes of these Terms of Service; however, Creative Juice does not provide and is otherwise not responsible for the Tax Form Services. Abound, not Creative Juice, is responsible for providing tax or financial related services relating to the Tax Form Services, which are for informational purposes only and provided to you and your Payees AS IS and without warranty or guarantee. Consult a tax or legal professional or provider before using the Tax Form Service.
A Payee must first agree to provide its information to Abound. If they do not agree, you will not be able to rely on the Tax Form Service to create, issue and file Tax Forms for that Payee and you will be responsible for creating, issuing and filing those forms on your own.
Abound will generate a W-9 Form based on information provided by your Payee through the Tax Form Service. At the end of the year, Abound will generate a 1099 Form based on all payments that you sent that year to your Payee through the Platform. Creative Juice and Abound will not be aware of any payments you made to your Payee outside of the Platform, and such payments will not be included in the 1099 Form. You are responsible for creating, issuing and filing any additional 1099 Forms to Payees to whom you made a payment outside of the Platform. Neither Creative Juice nor Abound make any representations or warranties regarding the truth or accuracy of any information provided by your Payee through the Tax Form Service or any resulting W-9 Form or 1099 Form.
You will have access to your Payee’s Tax Forms as generated by the Tax Form Service. You agree to only use such Tax Forms for lawful tax-related purposes only and for no other purpose. You promise to maintain your Payee’s Tax Forms in confidence.
Creative Juice reserves the right to terminate the availability of the Tax Form Service through the Platform at any time. If this happens, you will be responsible for creating and filing the Tax Forms on your own.