Introduction and Acceptance
These Terms of Service constitute a legally binding agreement between you, whether personally or on behalf of an entity, and Juice Caboose LLC, a Utah limited liability company with its principal place of business at 3599 W Newland Loop, Lehi, UT 84048-4617, United States. Throughout these terms, the terms we, us, our, and the Company refer to Juice Caboose LLC. The terms you and your refer to any individual or entity that accesses our website or engages with our professional services.
By accessing our website located at https://www.juicecab.mom, submitting an inquiry through our contact forms, or entering into a services agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not agree with any part of these terms, you must immediately discontinue use of our website and refrain from engaging with our services.
These Terms of Service apply to all visitors, users, clients, and others who access or use our website or services. They govern your use of the website, your interactions with us through any communication channel, and the provision of professional services by Juice Caboose LLC. For specific client engagements, a separate Statement of Work or Master Services Agreement may be executed that supplements these terms, and in the event of any conflict between such a separate agreement and these terms, the separate agreement shall control with respect to the specific engagement described therein.
We reserve the right to refuse service to anyone for any lawful reason at any time. You represent that you are at least 18 years of age and have the legal capacity to enter into a binding contract. If you are entering into these terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these terms.
Definitions
For the purposes of these Terms of Service, the following definitions apply. Client means any individual or entity that engages Juice Caboose LLC for professional services or uses our website. Deliverables means the tangible or intangible work products, designs, documentation, code, configurations, reports, diagrams, and other materials produced by Juice Caboose LLC in the course of providing services to a client.
Confidential Information means any non-public information disclosed by one party to the other in connection with the services, whether orally, in writing, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes but is not limited to trade secrets, business plans, technical specifications, client lists, pricing information, and system architecture details.
Services means the computer systems design, integrated systems engineering, technical consulting, cloud planning, network design, data integration, and related professional services offered by Juice Caboose LLC as described on our website and in our service proposals and agreements. Website means the publicly accessible website located at https://www.juicecab.mom and all subpages, subdomains, and content hosted thereon.
Statement of Work or SOW means a written document agreed to by both parties that defines the scope, deliverables, timeline, fees, and other specific terms for a particular services engagement. Each SOW is governed by and incorporated into these Terms of Service unless otherwise stated in the SOW itself.
Services Description
Juice Caboose LLC provides computer systems design and related professional services within the Professional, Scientific, and Technical Services sector. Our core service offerings include systems architecture and design, integrated systems engineering, cloud and infrastructure planning, technical consulting and advisory, network design and security, and data systems and integration. We operate as a professional services firm serving business clients across multiple industry verticals throughout the United States.
The scope of services for any particular engagement is defined in a separate Statement of Work, proposal, or services agreement executed by both parties. We do not perform services beyond the scope defined in the applicable SOW unless the parties mutually agree in writing to a change order that modifies the scope, deliverables, or fees. Any verbal agreements, informal discussions, or email exchanges that are not formally documented in a signed change order do not constitute binding modifications to the agreed-upon scope of services.
We strive to deliver services in a professional and timely manner consistent with industry standards for computer systems design and consulting. However, technology projects inherently involve complexity and uncertainty. Timelines, estimates, and projections provided during the sales process or in proposals are based on information available at the time and are subject to revision as the engagement progresses and additional information becomes available. We will communicate any material changes to timelines or scope in a timely manner and work collaboratively to adjust expectations accordingly.
We reserve the right to modify, suspend, or discontinue any service offering, either temporarily or permanently, with or without notice. We may also decline to provide services to any prospective client if we determine, in our sole discretion, that the engagement does not align with our expertise, capacity, or business objectives.
Client Obligations
Clients have certain obligations to enable Juice Caboose LLC to perform its services effectively. You agree to provide accurate and complete information about your business requirements, existing technology infrastructure, and project goals. You acknowledge that our ability to deliver effective systems designs and consulting advice depends, in significant part, on the quality and completeness of the information you provide.
You agree to cooperate with our team in good faith throughout the engagement. This includes making your personnel reasonably available for meetings, interviews, and design review sessions, providing timely access to your systems and facilities as necessary for our work, and reviewing and responding to our inquiries, drafts, and deliverables within the timeframes specified in the SOW. Delays in your response or cooperation may impact project timelines, and we will not be responsible for delays attributable to your failure to fulfill these obligations.
You are responsible for maintaining appropriate security measures, backup procedures, and disaster recovery capabilities for your own systems and data. While we provide recommendations and designs related to security and resilience, the implementation and ongoing maintenance of these measures within your environment are your responsibility unless specifically included in the scope of our services.
You agree not to use our website or services for any unlawful purpose or in violation of these terms. You shall not attempt to gain unauthorized access to our systems, interfere with the proper working of our website, or use any automated means to scrape, extract, or harvest data from our website without our express written permission.
Intellectual Property
All intellectual property rights in our website, including its design, text, graphics, logos, icons, software code, and overall arrangement, are owned by or licensed to Juice Caboose LLC. These materials are protected by copyright, trademark, and other intellectual property laws of the United States and international treaties. You may view, access, and use our website for your personal and internal business purposes, but you may not reproduce, distribute, modify, create derivative works from, publicly display, or commercially exploit any portion of our website without our express written consent.
The ownership of intellectual property rights in deliverables produced during a client engagement is governed by the terms of the applicable SOW or services agreement. In the absence of specific provisions, the following default terms apply: Juice Caboose LLC retains ownership of all pre-existing intellectual property, tools, methodologies, frameworks, templates, and know-how that we bring to the engagement. We grant you a perpetual, non-exclusive, non-transferable license to use the deliverables produced specifically for your engagement for your internal business purposes.
You grant Juice Caboose LLC a non-exclusive, royalty-free license to use the information and materials you provide to us during the engagement for the purpose of performing the services. You represent and warrant that you have all necessary rights to the materials you provide to us, and that our use of those materials in performing the services will not infringe upon the intellectual property rights of any third party.
The trademarks, service marks, and logos displayed on our website, including the name JuiceCab and the Juice Caboose LLC name, are our registered and unregistered trademarks. You may not use these marks without our prior written permission. All other trademarks and service marks appearing on our website are the property of their respective owners.
Payment Terms
Fees for our services are specified in the applicable Statement of Work, proposal, or invoice. We offer various pricing models depending on the nature and scope of the engagement, including fixed-price projects, time and materials arrangements, and retainer-based advisory engagements. The specific pricing model and payment schedule applicable to your engagement are defined in the SOW.
Unless otherwise stated in the SOW, fees are quoted in United States Dollars and are exclusive of applicable taxes, levies, and duties. You are responsible for paying all sales, use, value-added, and other taxes applicable to the services, except for taxes based on our net income. If we are required to collect and remit taxes, we will include the tax amount in our invoice.
Invoices are generally issued upon completion of the milestones or on the schedule specified in the SOW. Payment is due within 30 calendar days of the invoice date unless a different payment term is specified in writing. Late payments accrue interest at the rate of 1.5 percent per month, or the maximum rate permitted by applicable law, whichever is lower. We reserve the right to suspend work on a project if payment is more than 30 days past due.
In the event that we must engage collection services or take legal action to recover unpaid fees, you agree to reimburse us for all reasonable costs and expenses incurred in connection with such collection efforts, including attorney fees and court costs. Disputed charges must be communicated to us in writing within 15 days of the invoice date, after which the charges are deemed accepted.
Confidentiality
Both parties acknowledge that during the course of an engagement, each may receive or have access to Confidential Information of the other party. Each party agrees to protect the confidentiality of the Confidential Information of the other party using the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable standard of care.
Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing party, except as required by law, regulation, or court order. Each party may disclose Confidential Information to its employees, contractors, and professional advisors who have a legitimate need to know the information for the performance of the services and who are bound by confidentiality obligations at least as protective as those set forth in this section.
The confidentiality obligations described in this section do not apply to information that is or becomes publicly available through no fault of the receiving party, is already known to the receiving party at the time of disclosure as evidenced by written records, is independently developed by the receiving party without reference to the Confidential Information of the disclosing party, or is rightfully received from a third party without a duty of confidentiality.
These confidentiality obligations survive the termination or expiration of the services agreement for a period of five years or, in the case of trade secrets, for as long as the information remains a trade secret under applicable law. Upon termination of the engagement, each party shall return or destroy all Confidential Information of the other party upon request, except as necessary to comply with legal or regulatory retention requirements.
Limitation of Liability
To the fullest extent permitted by applicable law, Juice Caboose LLC and its officers, directors, employees, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to damages for loss of profits, loss of revenue, loss of data, loss of goodwill, business interruption, or any other intangible losses, arising out of or in connection with your use of our website, our services, or these Terms of Service, regardless of the legal theory under which such liability is asserted (whether in contract, tort including negligence, strict liability, or otherwise), and even if we have been advised of the possibility of such damages.
The aggregate liability of Juice Caboose LLC for any and all claims arising out of or relating to these Terms of Service, our website, or our services shall not exceed the total fees paid by you to Juice Caboose LLC for the specific services that gave rise to the claim during the twelve-month period immediately preceding the event that gave rise to the claim. If no fees have been paid, the aggregate liability shall not exceed one thousand United States Dollars.
The limitations of liability set forth in this section are fundamental elements of the bargain between you and Juice Caboose LLC. The services and website would not be provided without such limitations. These limitations apply even if any remedy provided under these terms fails of its essential purpose.
Some jurisdictions do not allow the exclusion or limitation of certain categories of damages, such as liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation. In such jurisdictions, our liability shall be limited to the maximum extent permitted by law. Nothing in these terms excludes or limits any liability that cannot be excluded or limited under applicable law.
Warranty Disclaimer
Our website and all content, materials, information, software, and services provided through the website are provided on an as-is and as-available basis, without any representations, warranties, or conditions of any kind, either express or implied. To the fullest extent permitted by applicable law, Juice Caboose LLC disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and any warranties arising from course of dealing, course of performance, or usage of trade.
We make no warranty that our website or services will be uninterrupted, timely, secure, error-free, or free from viruses or other harmful components. We do not warrant that the quality of any services, information, or other material obtained by you through our website will meet your expectations or that any errors will be corrected. You use our website and services at your own risk and discretion.
With respect to professional services engagements, we warrant that our services will be performed in a competent and professional manner consistent with generally accepted industry standards for computer systems design and consulting. Any claim for breach of this warranty must be made in writing within 30 days of the delivery of the services giving rise to the claim. Your sole and exclusive remedy for breach of this warranty is the reperformance of the deficient services or, at our option, a refund of the fees paid for the specific services found to be deficient.
We do not warrant that the systems, architectures, designs, or recommendations we provide will achieve any specific business outcome, performance metric, or financial result. Technology projects involve inherent uncertainty and variables outside our control, including changes in your business environment, third-party dependencies, and evolving technical standards. We provide our best professional judgment and expertise, but results may vary based on numerous external factors.
Indemnification
You agree to indemnify, defend, and hold harmless Juice Caboose LLC and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, losses, damages, liabilities, judgments, settlements, costs, and expenses, including reasonable attorney fees and court costs, arising out of or relating to your breach of these Terms of Service, your use of our website or services in a manner not authorized by these terms, your violation of applicable law, or your infringement of any intellectual property or other rights of any third party.
We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims. You agree not to settle any matter subject to indemnification without our prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
Termination
We may terminate or suspend your access to our website and services, in whole or in part, immediately and without prior notice, if we determine, in our sole discretion, that you have violated these Terms of Service or that your continued access poses a risk to our systems, other users, or our business interests. Termination of website access does not require cause and may be exercised for any lawful reason.
For ongoing services engagements, termination shall be governed by the terms of the applicable SOW or services agreement. In the absence of specific termination provisions, the following default rules apply: either party may terminate a services engagement upon 30 days written notice to the other party. In the event of a material breach by one party that remains uncured for 15 days after written notice of the breach, the non-breaching party may terminate the engagement immediately.
Upon termination of a services engagement, you shall pay us for all services performed through the effective date of termination, including any non-cancellable expenses incurred on your behalf, and for any work in progress that was reasonably commenced before termination notice was received. We shall deliver to you all work product and deliverables completed through the date of termination, subject to your payment of all outstanding fees.
The provisions of these Terms of Service that by their nature should survive termination, including but not limited to the sections on Intellectual Property, Confidentiality, Limitation of Liability, Warranty Disclaimer, Indemnification, Dispute Resolution, and Governing Law, shall continue in full force and effect after any termination of your access to our website or services.
Dispute Resolution
We are committed to resolving disputes in a fair, efficient, and cost-effective manner. In the event of any dispute, claim, or controversy arising out of or relating to these Terms of Service, our website, or our services, the parties shall first attempt to resolve the matter informally through good-faith negotiations. The party raising the dispute shall provide written notice to the other party describing the nature of the dispute and the relief sought.
If the parties are unable to resolve the dispute through informal negotiations within 30 days of the initial written notice, either party may initiate binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or if no agreement can be reached, appointed in accordance with the AAA rules.
The arbitration shall take place in Utah County, Utah, or at an alternative location mutually agreed upon by the parties. The arbitrator shall apply the substantive law of the State of Utah, without regard to its conflict of laws principles. The arbitration award shall be final and binding, and judgment on the award may be entered in any court having jurisdiction. Each party shall bear its own costs and attorney fees, and the parties shall share equally the fees and expenses of the arbitrator and the AAA.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property rights, confidential information, or other proprietary rights. The parties agree that any such claim for injunctive relief shall not be subject to the arbitration requirement and may be brought in any court of competent jurisdiction.
You agree to resolve any dispute on an individual basis and waive any right to participate in a class action, class arbitration, or other representative proceeding. Unless both parties agree otherwise in writing, the arbitrator may not consolidate the claims of more than one individual and may not preside over any form of representative or class proceeding.
Governing Law
These Terms of Service and any dispute arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of Utah, without giving effect to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these terms.
Subject to the Dispute Resolution section of these terms, any legal action or proceeding arising out of or relating to these Terms of Service that is not subject to arbitration shall be brought exclusively in the federal or state courts located in Utah County, Utah. You and Juice Caboose LLC irrevocably consent to the personal jurisdiction and venue of such courts and waive any objection based on improper venue or forum non conveniens.
Force Majeure
Neither party shall be liable for any failure or delay in performance under these Terms of Service to the extent such failure or delay is caused by events or circumstances beyond the reasonable control of the affected party, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot, civil unrest, government actions, embargoes, strikes, labor disputes, epidemics, pandemics, utility failures, telecommunications failures, internet disruptions, or third-party service provider failures.
The party affected by a force majeure event shall promptly notify the other party of the event and its anticipated impact on performance, and shall use commercially reasonable efforts to mitigate the effects of the event and resume performance as soon as reasonably practicable. During the force majeure event, the obligations of both parties under these terms, other than payment obligations for services already rendered, shall be suspended to the extent affected by the event.
If a force majeure event continues for a period of more than 60 days, either party may terminate any affected services engagement upon written notice to the other party. In the event of such termination, you shall pay us for all services completed through the date of termination, and we shall deliver to you all completed work product in accordance with the termination provisions of these terms.
Modifications to Terms
We reserve the right to modify, amend, or replace these Terms of Service at any time and in our sole discretion. When we make material changes, we will update the Last Updated date at the top of this page and make reasonable efforts to notify you, which may include posting a notice on our website homepage or sending an email to the address we have on file for you, if any.
Changes to these terms become effective immediately upon posting unless a different effective date is specified. Your continued use of our website or services after the effective date of any changes constitutes your acceptance of the modified terms. If you do not agree to the modified terms, you must discontinue use of our website and terminate any ongoing services engagements in accordance with the termination provisions of these terms.
No modification or amendment to any specific SOW or services agreement shall be effective unless in writing and signed by authorized representatives of both parties. The failure of either party to enforce any right or provision of these terms shall not constitute a waiver of such right or provision.
Contact Information
If you have any questions, comments, or concerns regarding these Terms of Service, or if you need to provide a legal notice to Juice Caboose LLC, please contact us using any of the methods listed below. We are committed to responding to inquiries in a timely and professional manner.
You may reach us by email at guide@juicecab.mom. For legal notices and formal correspondence related to these terms, please include Terms of Service Notice in the subject line to ensure prompt and appropriate routing of your communication. Email is the preferred and fastest method for all routine inquiries.
You may also contact us by telephone at +1 (224) 334-3588 during our regular business hours of Monday through Friday, 9:00 AM to 5:00 PM Mountain Time. For after-hours inquiries, please leave a detailed voicemail message and we will return your call on the following business day.
Formal legal notices, service of process, and other official correspondence should be directed to our registered business address:
Juice Caboose LLC
3599 W Newland Loop
Lehi, UT 84048-4617
United States (US)
Any notices or communications required or permitted under these Terms of Service shall be deemed given when delivered personally, upon confirmed receipt when sent by electronic mail, or three business days after deposit with a nationally recognized overnight courier service with delivery confirmation.