Terms of Service

PLEASE READ THESE TERMS CAREFULLY. These Terms of Service, together with your Order Summary (defined in Section 5.1) and our Privacy Policy (collectively, the "Terms"), are a binding agreement between Juicer, Inc., a Delaware corporation with its principal office at 664 Wisconsin Street, San Francisco, California 94107, USA ("Juicer," "we," or "us"), and the business on whose behalf you are signing up ("Company," "you," or "your").

1. Acceptance and Authority

1.1 Acceptance. You accept these Terms by checking the acceptance box and clicking the purchase or start-trial button on our checkout page, including a checkout page hosted for us by our payment processor (currently Stripe, Inc.). If you do not agree, do not check the box and do not use the Juicer Services. Your acceptance includes your express consent to the automatic renewal, recurring charges, and location-based billing adjustments described in Sections 3 and 5.

1.2 Authority. You represent and warrant that you are at least 18 years old, that you are authorized to enter into these Terms on behalf of the Company identified at checkout and to bind it, and that the payment method you provide is one you are authorized to use for the Company's charges. "Company" refers to that legal entity, and "you" refers both to that entity and to the individual accepting on its behalf. The Juicer Services are offered only for business purposes and not for personal, family, or household use.

1.3 Record of acceptance. We (and our payment processor) keep a record of your acceptance, including the identity and email provided, the date and time, the version of these Terms accepted, and the Order Summary and billing disclosures shown to you at checkout.

2. The Juicer Services

2.1 Description. "Juicer Services" means Juicer Pricing: a forecasting and data-driven pricing service that provides and helps implement menu-item price recommendations for your restaurant locations, including competitor and delivery-marketplace monitoring, channel-specific pricing for dine-in, pickup, and delivery, recommendations on a regular cadence, and the Change History record of the dollar impact of each pricing change. We may add, modify, or discontinue features as described in Section 14.

2.2 Access. We grant you and your authorized users a non-exclusive right to access and use the Juicer Services, including Juicer Enriched Data (defined in Section 7), and associated documentation and APIs, solely for your own business benefit and in accordance with these Terms, for the Billable Locations on your account. You are responsible for all activity under your account.

3. Free Trial; Automatic Renewal

3.1 Definitions. "Free Trial" means the free period shown at checkout (currently sixty (60) days), which begins when you complete checkout. "Trial End Date" means the date and time the Free Trial ends, as shown at checkout and in your account. "Subscription Fee" means the per-location fee for your plan under Section 5.2, multiplied by your number of Billable Locations (Section 5.3).

3.2 Free Trial. During the Free Trial we provide the Juicer Services at no charge for all Billable Locations on your account, including locations added during the Free Trial. No setup or onboarding fee applies. Your other obligations under these Terms apply during the Free Trial. We may extend (but will not shorten) your Free Trial by notice to you, for example if onboarding is delayed; any extension moves your Trial End Date and we will show the new date in your account.

3.3 AUTOMATIC RENEWAL. UNLESS YOU CANCEL BEFORE THE TRIAL END DATE, YOUR SUBSCRIPTION WILL AUTOMATICALLY CONTINUE ON A PAID BASIS ON THE TRIAL END DATE, AND YOU AUTHORIZE US TO CHARGE YOUR PAYMENT METHOD ON FILE THE SUBSCRIPTION FEE FOR ALL BILLABLE LOCATIONS ON YOUR ACCOUNT AT THAT TIME, AND AGAIN AT THE START OF EACH BILLING PERIOD (MONTHLY, OR ANNUALLY IF YOU CHOSE AN ANNUAL PLAN), UNTIL YOU CANCEL. THE AMOUNT CHARGED WILL CHANGE IF YOUR NUMBER OF BILLABLE LOCATIONS CHANGES UNDER SECTION 5.

3.4 Trial reminder. We will email you a reminder at least seven (7) days before your Trial End Date stating the Trial End Date, the amount that will be charged, and how to cancel. The automatic renewal in Section 3.3 is not conditioned on your receipt of this reminder.

3.5 Cancelling during the Free Trial. You may cancel at any time before the Trial End Date, for any reason and at no charge, using the cancellation control in your account (including the billing portal linked from your account) or by emailing billing@juicerpricing.com. If you cancel during the Free Trial, you owe nothing and your access ends on the Trial End Date (or earlier on request).

3.6 After the Free Trial. Monthly plans renew automatically each month. Annual plans renew automatically for successive one-year terms at the then-current annual rate unless you cancel before the renewal date; we will email you a reminder at least fifteen (15) and no more than forty-five (45) days before each annual renewal. You may cancel a paid subscription at any time using the in-account cancellation control, effective at the end of your then-current billing period; you remain responsible for fees through the end of that period. We do not provide refunds or credits for partial periods except where required by law.

3.7 Pre-release features. Some Juicer Services may be identified as beta or pre-release. During the Free Trial, and for any feature identified as beta, the Juicer Services may contain errors, may not operate as ultimately released, and may be changed, suspended, or discontinued at any time, and are provided "AS IS" and "AS AVAILABLE" with no warranty and no service-level or uptime commitment (see Section 11).

4. Your Account

4.1 Registration. You agree to provide accurate, current, and complete information at checkout, including your legal entity name, business address, and a valid payment method, and to keep it updated, including your list of locations. You are responsible for safeguarding your account credentials and for all activity under your account.

4.2 Users. You may permit your employees, contractors, and affiliates to use the Juicer Services as users under your account. You are responsible for their compliance with these Terms and for promptly removing access for anyone who should no longer have it.

5. Orders, Locations, Fees, and Payment

5.1 Order Summary. Your "Order Summary" is the plan (monthly or annual), per-location rate, initial number of Billable Locations, Free Trial length, Trial End Date, and recurring amount shown to you at checkout, as later updated in your account under this Section 5. The Order Summary is incorporated into these Terms.

5.2 Fees. As of the Last Updated date, the per-location rate is $149 per Billable Location per month on the monthly plan, or $1,430.40 per Billable Location per year on the annual plan (a 20% discount), billed annually in advance. There is no setup fee. Self-serve checkout is available for fewer than twenty-five (25) locations; pricing for 25 or more locations is custom and set in a separate written order.

5.3 Billable Locations. A "Billable Location" is each individual restaurant location for which you (a) register or list the location in your account or Order Summary, (b) connect, or authorize us to connect, a point-of-sale or other data source, or (c) receive or use recommendations, monitoring, reports, or other Juicer Services. Each physical location (and each separately operated virtual or ghost-kitchen brand we agree to treat as a location) counts as one Billable Location. The Juicer Services are not offered for partial locations.

5.4 AUTHORIZATION FOR ADDED LOCATIONS. BY ACCEPTING THESE TERMS, YOU AUTHORIZE US, WITHOUT FURTHER CONSENT, TO INCREASE YOUR NUMBER OF BILLABLE LOCATIONS AND YOUR RECURRING CHARGE WHEN A LOCATION BECOMES A BILLABLE LOCATION, AT THE PER-LOCATION RATE FOR YOUR PLAN, AS FOLLOWS:

(a) How locations are added. A location is added when you add it in your account, or when we identify that it has become a Billable Location under Section 5.3 (for example, a new location appears in your connected point-of-sale system, or you ask us to onboard or run recommendations for it). You agree to add or tell us about each new location within ten (10) days after it becomes a Billable Location.

(b) Notice before first charge. When we add a location that you did not add yourself, we will email you at least seven (7) days before the first charge for it, identifying the location, its start date, and your new recurring amount. If you believe the location is not a Billable Location (for example, it is closed, franchised and not using the Juicer Services, or was added in error), tell us within that period and we will not charge for it while we resolve the question in good faith. Locations you add yourself are confirmed in your account when added.

(c) Proration. An added location is billed from the date it becomes a Billable Location (its "Location Start Date"). For the billing period in which it is added, we charge a prorated amount for the remainder of that period, which may appear on your next invoice or be charged at the time of the change; after that, it is billed at the full per-location rate each billing period. On annual plans, added locations are prorated through the end of the current annual term and renew with it. Locations added during the Free Trial are free until the Trial End Date.

(d) Crossing 25 locations. If your Billable Locations reach twenty-five (25) or more, your existing plan and rate continue to apply to all Billable Locations unless and until we both sign a separate written order with custom pricing.

5.5 Removing locations. You may remove a location in your account or by emailing billing@juicerpricing.com. On monthly plans, removal takes effect at the start of your next billing period; on annual plans, at your next annual renewal. Removed locations stop receiving the Juicer Services on the effective date. No refunds or credits are given for partial periods.

5.6 Payment. You authorize us and our payment processor to store your payment method and to charge it for all Subscription Fees, prorated amounts, and taxes due under these Terms, on a recurring basis, until you cancel. You can view invoices and update your payment method in your account. If a charge fails, we may retry it and notify you; if payment is not made within fourteen (14) days after our first failed-payment notice, we may suspend the Juicer Services until it is. A failed charge does not cancel your subscription. Amounts invoiced rather than charged are due within thirty (30) days. Late amounts accrue interest at the lesser of 1.5% per month or the legal maximum.

5.7 Taxes. Fees exclude all taxes, levies, and similar assessments. You are responsible for these other than taxes on our income, property, or employees. If we are required to collect such taxes, we will charge them unless you provide a valid exemption certificate.

5.8 Price changes. We may change the per-location rate on at least thirty (30) days' notice by email. A change takes effect at your next billing period after the notice period (for annual plans, at your next renewal), and never during a paid annual term already underway. If you do not agree, you may cancel before the change takes effect; otherwise the new rate applies to all Billable Locations from that date.

6. Term, Cancellation, and Suspension

6.1 Term. These Terms apply from your acceptance until your subscription is cancelled or terminated.

6.2 Your cancellation. You may cancel online at any time through the in-account cancellation control, without calling or emailing us (email to billing@juicerpricing.com is also accepted). Cancellation during the Free Trial avoids all charges; cancellation of a paid subscription is effective at the end of your then-current billing period. We will confirm your cancellation by email.

6.3 Suspension and termination by us. We may suspend or terminate your access if you materially breach these Terms (including non-payment) and do not cure within thirty (30) days of notice, if you cease operations, or if required to protect the security or integrity of the Juicer Services. We may suspend immediately for suspected fraud or abuse, or for conduct that threatens the Juicer Services or other users, and for non-payment as described in Section 5.6.

6.4 Effect of termination. On termination you must stop using the Juicer Services and delete or return our Confidential Information. We will make your Company Data available for retrieval for thirty (30) days after termination, after which we may delete it. Sections that by their nature survive (including accrued payment obligations, the data license in Section 7, confidentiality, intellectual property, disclaimers, limitation of liability, and dispute resolution) survive termination.

7. Company Data and License

7.1 Company Data. "Company Data" means the pricing and order data you generate from your operations and point-of-sale system, including the date and time of purchase, items ordered, quantity, price of each item, and total order price. You are responsible for the accuracy, content, and legality of Company Data and for having all rights and permissions needed to provide it to us. You will use commercially reasonable efforts to provide only de-identified data and to remove personal data before sending it to us.

7.2 License grant. You grant Juicer and its affiliates, partners (including academic institutions), suppliers, and agents a non-exclusive, worldwide, royalty-free, irrevocable, perpetual right and license to: (i) evaluate, process, store, copy, transfer, sub-license, display, distribute, and otherwise use Company Data for our business purposes; (ii) modify, enhance, enrich, tune, and incorporate Company Data into our machine-learning pricing algorithms; (iii) combine Company Data with similar data from unaffiliated third parties; and (iv) develop, release, and commercially exploit pricing technologies and related products that use insights and patterns derived from Company Data. Company Data that we transform or enrich under (ii) or (iii) is "Juicer Enriched Data." We will not publicly disclose Company Data in a form that identifies you or your locations without your consent.

7.3 Privacy. Our handling of personal data is described in our Privacy Policy, which is incorporated by reference. Each party will comply with applicable data privacy laws, including the GDPR and CCPA where they apply.

8. Your Obligations and Restrictions

8.1 Acceptable use. You will use the Juicer Services only for your own lawful business purposes and in compliance with all applicable laws and your own privacy policies. You represent that your use will not conflict with any other obligation you have.

8.2 Restrictions. You will not, and will not permit any third party to:

• resell, sublicense, or provide access to the Juicer Services except to your authorized users;
• use the Juicer Services for locations that are not Billable Locations on your account;
• use the Juicer Services to build a competing service;
• reverse engineer or attempt to access source code or non-public APIs, except as permitted by law;
• copy or modify the Juicer Services or create derivative works;
• remove proprietary notices;
• publicly disseminate benchmark or performance testing of the Juicer Services;
• interfere with the speed, security, or integrity of the Juicer Services; or
• conduct penetration testing or exploit vulnerabilities.

9. Confidentiality

Each party may receive non-public business, technical, or financial information of the other that is marked confidential or that should reasonably be understood to be confidential ("Confidential Information"). The Juicer Services, Juicer Technology, our pricing algorithms, Juicer Enriched Data, unpublished analyses, and roadmap are our Confidential Information. Company Data is your Confidential Information, subject to the license in Section 7. The receiving party will not disclose the other's Confidential Information except to personnel and contractors with a need to know who are bound by similar obligations, and will use it only to exercise its rights and perform its obligations under these Terms. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is rightfully received from a third party, or is independently developed. Disclosures required by law are permitted with prior notice where allowed.

10. Intellectual Property; Feedback

10.1 Ownership. Except for the license you grant in Section 7, we and our licensors own all right, title, and interest in the Juicer Services, Juicer Technology, Juicer Enriched Data, our trademarks, and related materials. Except for the licenses you grant us, you and your licensors retain all right, title, and interest in Company Data. All rights not expressly granted are reserved.

10.2 Feedback. If you give us suggestions or feedback about the Juicer Services, we may use and exploit that feedback freely without obligation or royalty to you, and we own any products and services that incorporate it.

11. Warranties; Disclaimers

11.1 Limited warranty. For paid subscriptions, we warrant that the Juicer Services will operate in substantial conformity with their documentation. Your exclusive remedy and our sole liability for breach is for us to use commercially reasonable efforts to correct the non-conformity, or, if impracticable, to allow either party to terminate the affected Juicer Services after a 30-day cure period, provided you notify us within thirty (30) days of first noticing the issue. This warranty does not apply to issues caused by misuse, unauthorized modification, or third-party products, or to use during the Free Trial or of features identified as beta.

11.2 No guarantee of results. The Juicer Services are a tool to help you adapt pricing to market conditions based on historical trends. We are not responsible for the results of, or your decisions based on, the Juicer Services or Juicer Enriched Data. Results vary by location and market, use of the Juicer Services is no guarantee of increased revenue or other financial results, and past performance is no guarantee of future outcomes. You are solely responsible for your pricing decisions.

11.3 Disclaimer. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 11.1, THE JUICER SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE AND OUR PARTNERS AND SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND DO NOT WARRANT THAT THE JUICER SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DATA WILL BE PRESERVED WITHOUT LOSS.

12. Indemnification

You will defend and indemnify Juicer against third-party claims that your Company Data infringes a U.S. patent or copyright, misappropriates a trade secret, or violates applicable data privacy laws, or that arise from your breach of Section 8.1, and you will pay the resulting costs and damages finally awarded or agreed in settlement. We will defend and indemnify you against third-party claims that the Juicer Services infringe a U.S. patent or copyright or misappropriate a trade secret, and pay the resulting direct costs and damages finally awarded or agreed in settlement. The party seeking indemnity must give prompt written notice, allow the other party to control the defense and settlement, and provide reasonable cooperation at the indemnifying party's expense. The indemnity does not cover claims arising from unauthorized modification, combination with other products, or use other than as permitted. This Section states each party's exclusive remedy for third-party infringement claims.

13. Limitation of Liability

13.1 NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY.

13.2 SUBJECT TO SECTION 13.3, EACH PARTY'S TOTAL DIRECT-DAMAGE LIABILITY WILL NOT EXCEED THE GREATER OF (I) FIVE THOUSAND U.S. DOLLARS ($5,000) OR (II) THE TOTAL FEES PAID OR PAYABLE BY YOU IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY.

13.3 THE LIMITATIONS DO NOT APPLY TO YOUR PAYMENT OBLIGATIONS, THE INDEMNIFICATION OBLIGATIONS IN SECTION 12, VIOLATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, OR LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, OR ANY LIABILITY THAT MAY NOT BE LIMITED BY LAW. These limitations apply even if a limited remedy fails of its essential purpose.

14. Changes to the Services and to These Terms

14.1 Changes to the Services. We may update, add, or discontinue features of the Juicer Services from time to time. We will not materially reduce the core functionality of a paid subscription during a paid term without notice.

14.2 Changes to these Terms. We may modify these Terms from time to time and will post the updated Terms with a new Last Updated date and version number. For material changes, including any change to fees, automatic renewal, or location-billing terms, we will give you at least thirty (30) days' notice by email or in-app notification before they take effect. Changes are not retroactive. Your continued use of the Juicer Services after the effective date constitutes acceptance; if you do not agree, you may cancel before the change takes effect. We archive prior versions and will provide the version you accepted on request.

15. Electronic Communications and Signatures

You consent to transact with us electronically and to receive these Terms, notices, disclosures, invoices, receipts, and other communications electronically, by email to the address on your account or by posting in the Juicer Services. You agree that your electronic acceptance (such as checking the acceptance box and clicking the checkout button) has the same legal effect as a handwritten signature under the U.S. E-SIGN Act and applicable state law (including UETA). You may withdraw consent to electronic communications by closing your account.

16. Dispute Resolution

16.1 Informal resolution. Before filing a claim, each party agrees to try to resolve the dispute informally by contacting the other; if not resolved within thirty (30) days, either party may proceed. Disputes are otherwise resolved in court as provided in Section 17.3.

17. General

17.1 Notices. We may give you notice by email to the address on your account or by posting in the Juicer Services. You may give us notice at legal@juicerpricing.com, or for billing matters at billing@juicerpricing.com.

17.2 Assignment. You may not assign these Terms without our consent, except in connection with a merger or sale of all or substantially all of your assets. We may assign these Terms. Any other attempted assignment is void.

17.3 Governing law; venue. These Terms are governed by the laws of the State of California, without regard to conflict-of-laws rules and without regard to the UN Convention on the International Sale of Goods. The state and federal courts in the City and County of San Francisco, California have exclusive jurisdiction, and both parties consent to that jurisdiction. The prevailing party in any action to enforce these Terms may recover its reasonable attorneys' fees and costs.

17.4 Force majeure. Neither party is liable for any delay or failure to perform (other than payment) caused by events beyond its reasonable control, such as strikes, war, terrorism, natural disasters, epidemics or pandemics, or failures of power or telecommunications.

17.5 Severability; waiver. If any provision is unenforceable, it will be limited to the minimum extent necessary and the rest remains in effect. No waiver is effective unless in writing, and no failure to enforce is a waiver.

17.6 Entire agreement; order of precedence. These Terms, your Order Summary, and the Privacy Policy are the entire agreement between us regarding the Juicer Services and supersede all prior agreements and communications on the subject. If you have a separate written agreement or order with us signed by both parties, that agreement controls to the extent of any conflict.

18. Contact

Juicer, Inc., 664 Wisconsin Street, San Francisco, California 94107, USA. Legal: legal@juicerpricing.com. Billing and cancellation: billing@juicerpricing.com.