On this day __________ (“Effective Date”), theowner or lessor _________________________of the venue located at_________________________ (“Proprietor”) and Juix Inc. (“Juix”)agree to enter into this Agreement for the consideration and under the termsand conditions as set forth below.  Juixand Proprietor shall be referred to herein as the “Party” or “Parties.”

                    Recitals

                    WHEREAS, Juix wishes to license such space atProprietor’s venue as described above (“Venue”) in connection with the provisionof the Juix Charging Station where the Juix Power Banks are available to berented and returned by users of cell phones or other similar devices (“Users”).

                    WHEREAS, Proprietor wishes to license such spaceat the Venue to Juix for the installation, powering and display of the Juix ChargingStation in consideration for the Profit sharing, as described below, andpursuant to the terms herein.

                    NOW, THEREFORE, Proprietor andJuix agree as follows:    

                    Location License

                    Proprietor agrees to license to Juix the right to install,power, maintain and display the Juix charging equipment for the Juix PowerBanks (“Juix Charging Station”) in a space at the Venue which shall be mutuallyagreed to between the Parties.  The JuixCharging Stations allow Users to charge their cell phone or other similardevices by renting or returning Juix’s portable powering equipment (“Juix PowerBank”).  The foregoing license rightshall not create any tenancy in Juix.

                    Juix shall be solely responsible for the maintenance ofthe Juix Charging Station, and Proprietor agrees to allow Juix to power theJuix Charging Station at no cost to Juix. Unless Proprietor or its agents or employees damages the Juix ChargingStations, Juix is solely responsible for repairing any damage to the JuixCharging Station.  Proprietor shall beresponsible for all WiFi connectivity and power costs in connection with theJuix Charging Station.  Proprietorrepresents and warrants that the installation, maintenance, power and displayof the Juix Charging Station is not in violation of any lease terms inconnection with the Venue.  In addition,Proprietor grants Juix a right to enter the Venue to perform maintenance ormonitor the quality of the Juix Charging Station or install or remove the JuixCharging Station.  Proprietor shallnotify Juix at least thirty (30) days in advance of any termination orexpiration of the lease at the Venue. Both Parties shall provide contact details, including an email andphysical address as well as phone numbers, of a representative to assist inconnection with this Agreement. Proprietor agrees to participate in a short training session regardingthe usage of the Juix Charging Station and Juix Power Bank.  Proprietor agrees to pay Juix within thirty(30) days for any damage to the Juix Charging Station or Juix Power Bankscaused by Proprietor’s intentional misconduct or gross negligence.      

                    Both Parties hereto agree to comply at all times withapplicable laws and regulations in the performance of this Agreement.          

                     Ownership of the Juix Charging Station       

                    Proprietor acknowledges and agrees that Juix is the soleand exclusive owner of the Juix Charging Station and its technology, andProprietor obtains no rights therein. Juix grants Proprietor a limited, revocable, non-exclusive,non-transferable and non-sublicensable right to power and display the JuixCharging Station.  The Juix ChargingStation is licensed and not sold.  Therights granted herein prohibit any resale, sharing or commercial use of theJuix Charging Station or Juix Power Banks, except as specifically providedherein.  Proprietor will not and will notpermit any third party to tamper with or damage the Juix Power Bank or JuixCharging Station, or reverse engineer, copy, distribute, sell information, createderivative works of the Juix Power Bank or Juix Charging Station, or use theforegoing to compete with Juix. Proprietor agrees to use best efforts to prevent damage or misuse of theJuix Power Banks or Juix Charging Station and to notify Juix of any such damageof misuse within twenty-four (24) hours of such occurrence.    

                    Any violation of the foregoing prohibitions will result inimmediate termination of the rights granted herein.  The Juix IP, as defined below, the Juix PowerBank, the Juix Charging Station, and the functionality, platform, features andinformation available via the related services shall at all times remain Juix’sconfidential information which may not be disclosed or transferred to any thirdparties.  

                    The Juix Charging Stations, the Juix Power Banks, and anyrelated services, including without limitation design, features, text,graphics, images, trademarks, platform, underlying technology, moving images,and sound (“Content”), are owned or licensed by Juix, and shall at all timesremain Juix’s sole intellectual property (“Juix IP”) regardless of whethertrademarked or patented.  Proprietoragrees not to remove any copyright, trademark or other proprietary notices fromthe Juix Power Banks or Juix Charging Stations. Any goodwill obtained in connection with the usage of the Juix IP shallinure to Juix.   

                    All trademarks, service marks, logos and trade names ordress of the respective Parties (collectively “Marks”) shall at all timesremain the sole and exclusive property of the respective Party.  Both Parties hereto may reference theavailability of the Juix Charging Station and related services for marketingpurposes both, in the case of Juix, within the Juix mobile app, and as to bothParties, any third party publicity, provided both Parties accurately reflectthe Marks of the other Party and nature of the services provided by Juix.  Either Party may request the removal of anythird party advertising which in such Party’s opinion does not accuratelyreflect the Marks or services provided.  

                    Profit Sharing

                    In connection with this Agreement, Juix agreesto provide 20% of the Profits to Proprietor, as defined below, in connectionwith the rental of the Juix Power Banks which originate from Proprietor’sVenue.

                    For purposes of this Agreement,“Profits” shall mean revenue for the rental of the Juix Power Banks where suchrental originated at Proprietor’s Venue. The total Profits is calculated after deducting the cost of goods soldand such other expenditures, including but not limited the payment of any applicableusage or sales taxes, merchant processing fees, operational costs, damagedequipment, or Users’ failure to return Juix Power Banks to the extent the costsof such failure exceed revenue.  Inaddition, Juix may withhold any Profits resulting from amounts owed byProprietor to Juix.  

                    Juix does not guarantee any Profit sharing orrevenue in connection with this Agreement. To the extent of any Profit sharing or revenue, such amounts will bepaid within thirty (30) days of the end of each calendar quarter, and theamount of any Profit sharing or revenue may vary from quarter to quarter.  In connection with such Profit sharing and nomore frequently than once per quarter, Juix shall provide an anonymized log of rentalsand revenue generated for the Venue during the prior quarter while accountingfor applicable expenses.

                    Term and Termination

                    Theterm of this Agreement is on a month-to-month basis.  Either Party hereto may terminate thisAgreement for any breach which remains uncured for ten (10) days after writtennotice thereof to the Party in breach. In addition to the foregoing, either Party may terminate this Agreementfor any reason with thirty (30) days prior written notice.    

                     Representationsand Limitation of Warranties

                    The Parties represent that they have all rights andauthority to enter into this Agreement and provide their respective obligationsherein.  Both Parties represent that theyhave read, understood, agree with, and have had an opportunity for theircounsel to review the terms of this Agreement.

                    Proprietor acknowledges that the Juix Charging Station maynot always operate without errors or interruption, and the Juix Power Bank mayoperate at high temperatures while charging and operating simultaneously. TOTHE MAXIMUM EXTENT PERMITTED BY LAW, THE JUIX CHARGING STATION AND JUIX POWERBANK AND RELATED SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANYKIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,SECURITY OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY.  NEITHER JUIX, NOR ANY OF ITS AFFILIATES WARRANTTHE FUNCTIONALITY, WITHOUT ERRORS OR INTERRUPTIONS, OF ANY EQUIPMENT, MATERIALSOR SERVICES PROVIDED ON OR THROUGH THE SERVICES.  THE FOREGOING EXCLUSIONS OF IMPLIEDWARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW.  NO ADVICE OR INFORMATION, WHETHER ORAL ORWRITTEN, OBTAINED FROM JUIX OR THROUGH THE SERVICES WILL CREATE ANY WARRANTYNOT EXPRESSLY MADE HEREIN.

                    EXCEPT IN CONNECTION WITH EITHER PARTY’S INDEMNIFICATIONOR CONFIDENTIALITY OBLIGATIONS HEREIN, IN NO EVENT WILL EITHER PARTY, OR ANY OFITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS,SUCCESSORS OR ASSIGNS, NOR ANY PARTY INVOLVED IN THE CREATION OF THE SERVICES,BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIALDAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOSTDATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THERESULTS OF USE OF THE JUIX POWER BANK, JUIX CHARGING STATION, OR THE MATERIALS,INFORMATION CONTAINED ON ANY OR ALL OF THE SERVICE, WHETHER BASED ON WARRANTY,CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT SUCH PARTY HAS BEENADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS OF LIABILITY DONOT APPLY TO THE EXTENT PROHIBITED BY LAW. EXCEPT WITH RESPECT TO EITHER PARTY’S INDEMNIFICATION OR CONFIDENTIALITYOBLIGATIONS HEREIN, IN NO EVENT SHALL EITHER PARTY’S TOTAL LIABILITY TO THEOTHER PARTY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT,TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THEGREATER OF (A) THE VALUE OF ANY JUIX CHARGING STATION; OR (B) THE TOTAL AMOUNTOF ANY PROFIT SHARING PAID TO PROPRIETOR IN THE PREVIOUS SIX (6) MONTH PERIOD.

                    Indemnification

                    Juix agrees to defend, indemnify and release Proprietorfrom any and all liabilities, damages, claims, settlements, legal actions,costs, and expenses, including reasonable attorneys’ fees (“Claims”), relatedto or in connection with (i) the Juix Power Bank, the Juix Charging Station,and the related services; (ii) Juix’s breach of any of the representations andwarranties in this Agreement; (iii) Juix’s violation of any third party right,including without limitation any right of privacy, or intellectual propertyrights; or, (iv) Juix’s violation of any applicable law, rule orregulation.  The foregoingindemnification and defense obligations do not apply to Proprietor’s misuse ofthe Juix Charging Station or the Juix Power Banks or any acts or omissions ofProprietor.  

                    Proprietor agrees to defend, indemnify and release Juixfrom any and all Claims resulting from Proprietor’s violation of any laws orits lease agreement, breach of any representations and warranties in theAgreement, or from Proprietor’s gross negligence or intentionalmisconduct.    

                    Force Majeure 

                    Neither Party hereto shall be responsible for damages orfor delays or failures in performance resulting from acts or occurrences beyondits reasonable control, including, without limitation: the operational failureof any Juix Charging Station or Juix Power Bank, fire, lightning, explosion,power surge or failure, water, acts of God, war, revolution, civil commotion oracts of civil or military authorities or public enemies: any law, order, regulation,ordinance, or requirement of any government or legal body or any representativeof any such government or legal body; or labor unrest, including withoutlimitation, strikes, slowdowns, picketing, or boycotts; theft, vandalism or theacts or omissions of third parties.

                     Venue

                    Any claim relating to this Agreement is governedby the laws of the State of California. THE PARTIES HERETO AGREE TO WAIVE THEIRRIGHTS TO BRING CLAIMS AGAINST THE OTHER PARTY IN A COURT OF LAW, AND THEPARTIES AGREE TO BINDING ARBITRATION IN ACCORDANCE WITH THE RULES OF THEAMERICAN ARBITRATION ASSOCIATION LOCATED IN SAN FRANCISCO, CALIFORNIA.  BOTH PARTIES FURTHER AGREE THAT IN CONNECTIONWITH ANY DISPUTE INVOLVING THE SERVICE, BOTH PARTIES WILL WAIVE THEIR RIGHT TOPARTICIPATE IN ANY CLASS ACTION.  The foregoingarbitration terms shall not in any way limit either Party’s right to bring anaction for injunctive relief, without posting a bond, in any court ofapplicable jurisdiction in connection with a breach of any confidentialityobligations herein, given that monetary damages in connection with such breachcannot be readily calculated.  ThisAgreement sets forth the entire understanding and agreement between the Partieswith respect to the subject matter herein. If any provision of this Agreement is held to be invalid orunenforceable, such provision shall be struck and the remaining provisionsshall be enforced.  Either Party heretomay automatically assign this Agreement in the event of a merger oracquisition. Headings are for reference purposes only and in no way define,limit, construe or describe the scope or extent of such section. Either Party’sfailure to act with respect to a breach by the other Party or others does notwaive the Party’s right to act with respect to subsequent or similar breaches.All sections which by their context ought to survive this agreement, includingbut not limited to indemnification or confidentiality obligations, shallsurvive any termination or expiration of this Agreement