Terms of service
Thank you for using Sage!
These Terms of Service ("Terms") govern your access to and use of Sage's website, products, and services ("Products"). Please read these Terms carefully, and contact us if you have any questions. By accessing or using our Products, you agree to be bound by these Terms.
Using Sage
a. Who can use Sage
You may use our Products only if you can form a binding contract with Sage, and only in compliance with these Terms and all applicable laws. When you create your Sage account, you must provide us with accurate and complete information. Any use or access by anyone under the age of 13 is prohibited. If you open an account on behalf of a company, organization, or other entity, then (a) "you" includes you and that entity, and (b) you represent and warrant that you are authorized to grant all permissions and licenses provided in these Terms and bind the entity to these Terms, and that you agree to these Terms on the entity's behalf. Some of our Products may be software that is downloaded to your computer, phone, tablet, or other device. You agree that we may automatically upgrade those Products, and these Terms will apply to such upgrades.
b. Our license to you
Subject to these Terms and our policies, we grant you a limited, non-exclusive, non-transferable, and revocable license to use our Products.
c. Commercial use of Sage
If you want to use our Products for commercial purposes you must create a business account and agree to our Business terms of service.
Your content
a. Posting content
Sage allows you to post content, including photos, comments, links, and other materials. Anything that you post or otherwise make available on our Products is referred to as "User Content." You retain all rights in, and are solely responsible for, the User Content you post to Sage.
b. How Sage and other users can use your content
You grant Sage and our users a non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, store, display, reproduce, save, modify, create derivative works, perform, and distribute your User Content on Sage solely for the purposes of operating, developing, providing, and using the Sage Products. Nothing in these Terms shall restrict other legal rights Sage may have to User Content, for example under other licenses. We reserve the right to remove or modify User Content for any reason, including User Content that we believe violates these Terms or our policies.
c. How long we keep your content
Following termination or deactivation of your account, or if you remove any User Content from Sage, we may retain your User Content for a commercially reasonable period of time for backup, archival, or audit purposes. Furthermore, Sage and its users may retain and continue to use, store, display, reproduce, re-pin, modify, create derivative works, perform, and distribute any of your User Content that other users have stored or shared through Sage.
d. Feedback you provide
We value hearing from our users, and are always interested in learning about ways we can make Sage more awesome. If you choose to submit comments, ideas or feedback, you agree that we are free to use them without any restriction or compensation to you. By accepting your submission, Sage does not waive any rights to use similar or related Feedback previously known to Sage, or developed by its employees, or obtained from sources other than you
Copyright policy
Sage has adopted and implemented the Sage Copyright policy in accordance with the Digital Millennium Copyright Act and other applicable copyright laws. For more information, please read our Copyright policy.
Security
We care about the security of our users. While we work to protect the security of your content and account, Sage cannot guarantee that unauthorized third parties will not be able to defeat our security measures. We ask that you keep your password secure. Please notify us immediately of any compromise or unauthorized use of your account.
Third-party links,
sites, and services
Our Products may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Sage. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access any third party website, service, or content from Sage, you do so at your own risk and you agree that Sage will have no liability arising from your use of or access to any third-party website, service, or content.
Termination
Sage may terminate or suspend this license at any time, with or without cause or notice to you. Upon termination, you continue to be bound by Sections 2 and 6-12 of these Terms.
Indemnity
If you use our Products for commercial purposes without agreeing to our Business Terms as required by Section 1(c), as determined in our sole and absolute discretion, you agree to indemnify and hold harmless Sage and its respective officers, directors, employees and agents, from and against any claims, suits, proceedings, disputes, demands, liabilities, damages, losses, costs and expenses, including, without limitation, reasonable legal and accounting fees (including costs of defense of claims, suits or proceedings brought by third parties), in any way related to (a) your access to or use of our Products, (b) your User Content, or (c) your breach of any of these Terms.
Disclaimers
The Products and all included content are provided on an "as is" basis without warranty of any kind, whether express or implied.
SAGE SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
Sage takes no responsibility and assumes no liability for any User Content that you or any other user or third party posts or transmits using our Products. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose.
Limitation of
liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SAGE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE PRODUCTS; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE PRODUCTS, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; OR (C) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. IN NO EVENT SHALL SAGE'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE PRODUCTS EXCEED ONE HUNDRED U.S. DOLLARS (U.S. $100.00).
Arbitration
For any dispute you have with Sage, you agree to first contact us and attempt to resolve the dispute with us informally. If Sage has not been able to resolve the dispute with you informally, we each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms by binding arbitration by the American Arbitration Association ("AAA") under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein. Unless you and Sage agree otherwise, the arbitration will be conducted in the county where you reside. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules, except that Sage will pay for your reasonable filing, administrative, and arbitrator fees if your claim for damages does not exceed $75,000 and is non-frivolous (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property or unauthorized access to the Service. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SAGE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
To the extent any claim, dispute or controversy regarding Sage or our Products isn’t arbitrable under applicable laws or otherwise: you and Sage both agree that any claim or dispute regarding Sage will be resolved exclusively in accordance with Clause 11 of these Terms.
Governing law and
jurisdiction
These Terms shall be governed by the laws of the State of California, without respect to its conflict of laws principles. We each agree to submit to the personal jurisdiction of a state court located in San Mateo County, California or the United States District Court for the Northern District of California, for any actions not subject to Section 10 (Arbitration).
General terms
Notification procedures and changes to these Terms
Sage reserves the right to determine the form and means of providing notifications to you, and you agree to receive legal notices electronically if we so choose. We may revise these Terms from time to time and the most current version will always be posted on our website. If a revision, in our sole discretion, is material we will notify you. By continuing to access or use the Products after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, please stop using the Products.
Assignment
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Sage without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
Entire agreement/severability
These Terms, together with the Privacy policy and any amendments and any additional agreements you may enter into with Sage in connection with the Products, shall constitute the entire agreement between you and Sage concerning the Products. If any provision of these Terms is deemed invalid, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
No waiver
No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Sage's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
Parties
Sage is a worldwide service and our reference to Sage in these Terms includes Sage Inc. and all of its worldwide subsidiaries. If you live in the United States, these Terms are a contract between you and Sage.
Effective January 1, 2016
NON-DISCLOSURE AGREEMENT
THIS NON-DISCLOSURE AGREEMENT (this “Agreement”) is entered into and effective as of Date of Login on Sage between Woodside Incubator LLC and Sage (Disclosing Party) and Registered User, (“Receiving Party”). (Receiving Party and Disclosing Party are referred to herein separately as a “party” or together as the “parties”.)
RECITALS:
A. Receiving Party and Disclosing Party are interested in entering into discussions which may lead to Receiving Party obtaining disclosure of confidential information by Disclosing Party for the purpose of evaluation of employment/consulting with Disclosing Party.
B. In connection therewith, Disclosing Party may also disclose certain information concerning its businesses and products, a portion of which information is regarded as confidential or proprietary and which may include valuable commercial assets. The parties desire to provide for a means of determining which information is confidential or proprietary information and for the respective rights and duties of the parties with respect thereto.
NOW, THEREFORE, in consideration of the covenants and agreements set forth herein, the parties hereto agree as follows:
1. Definitions. As used herein:
a. The term “Information” shall mean all information relating to the products, designs, inventions, research, trade secrets, personnel, business, financial condition or prospects of the Disclosing Party, or which the Disclosing Party obtained from a third party, that is furnished to the Receiving Party by the Disclosing Party or its agents, or is obtained by the Receiving Party through its inspection of the Disclosing Party’s property.
b. The term “Confidential Information” shall mean all Information that the Disclosing Party protects against unrestricted disclosure to others and which: (i) if in written or other tangible form, is clearly designated as “Confidential” or “Proprietary”; and (ii) if disclosed orally, is designated to be “Confidential” at the time of its disclosure or which under the circumstances surrounding disclosure ought to be treated as confidential. By way of illustration, but not limitation, Confidential Information may include equipment, products, inventions, concepts, designs, drawings, schematics, plans, production specifications, source code, libraries, agents, applets, script, Javascript, object classes, software architecture, object code, flowcharts, source listings, software-related documentation, databases, structures, formulas, algorithms, techniques, processes, circuits, computer disks or tapes whether machine or user readable, business plans, market data, market studies and analyses, financial information, data regarding suppliers and customers, and confidential information received from third parties. Confidential Information shall include all copies, reproductions, photographs, images, records, and extracts thereof, as well as all notes and summaries prepared by the Receiving Party from Information of the Disclosing Party which is Confidential Information.
2. Protection of Confidential Information. Receiving Party agrees, with respect to any Confidential Information received by it:
a. To hold and use such Confidential Information in confidence, to take all necessary and reasonable precautions to prevent disclosure of such Confidential Information, including, without limitation, precautions at least as great as the methods and degree of care the Receiving Party uses to prevent disclosure of its own proprietary and confidential information and to use such Confidential Information solely for the purpose(s) expressed in Recital A of this Agreement;
b. To disclose Confidential Information only to the Receiving Party’s officers, employees and consultants on a need-to-know basis;
c. To request all persons receiving Confidential Information to agree to abide by the Receiving Party’s obligations with respect to the Confidential Information and require that each shall have executed or shall execute appropriate written agreements sufficient to enable the Receiving Party to comply with all of the provisions of this Agreement;
d. To notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Receiving Party and in every reasonable way to cooperate and to assist the Disclosing Party to regain possession of the Confidential Information and to prevent its further unauthorized use; and
e. To promptly return the Confidential Information existing in any tangible form to the Disclosing Party and destroy all Confidential Information of the Disclosing Party stored electronically or otherwise as part of any data storage system, at any time upon the request of the Disclosing Party, which return and destruction shall be certified under oath if so requested by the Disclosing Party.
3. Limitations. The Receiving Party shall not be obligated to treat Information as Confidential Information if such Information:
a. Was rightfully in the Receiving Party’s possession or was rightfully known to the Receiving Party prior to receipt from the Disclosing Party; or
b. Is or becomes public knowledge without the fault of the Receiving Party; or
c. Is or becomes rightfully available to the Receiving Party without confidential restriction from a source not bound by a confidentiality obligation to the Disclosing Party; or
d. Is independently developed by the Receiving Party without use of the Confidential Information disclosed hereunder; provided, however, that the burden of proof of such independent development shall be upon the Receiving Party; or
e. Is required to be disclosed pursuant to court or government action, or applicable securities laws; provided, however, that the Receiving Party must give the Disclosing Party reasonable prior notice of disclosure pursuant to such court or government action, and the Information shall continue to be treated as Confidential Information for all other purposes.
The obligations of confidentiality terminate with respect to any Confidential Information which ceases to be Confidential Information in accordance with this Section 3..
4. Ownership; No Implied License or Permission to Use. No license, right, title or interest is granted, directly or indirectly, by the Disclosing Party in or to any Information, patent, copyright, trade secrets, Derivative, or other property as a result of conveying Information to the Receiving Party, except such license or other rights as may be mutually and expressly agreed upon between the parties by separate written agreement. For the purposes of this Agreement, Derivative shall mean (i) for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted; (ii) for patentable or patented material, any improvement thereon; and (iii) for material which is protected by trade secret, any new material derived from such existing trade secret material, including new material which may be protected by copyright, patent and/or trade secret. Receiving Party further agrees that, notwithstanding the respective proprietary positions in any Information or objects disclosed to it, it will not undertake, or allow others, to reverse engineer, decompile or disassemble, any equipment, media, software or other Confidential Information disclosed to it, nor will Receiving Party use any Confidential Information except for the purpose(s) specified in Recital A of this Agreement.
5. Warranties and Disclaimers. Disclosing Party warrants that it has the unqualified lawful right to transmit, exchange and otherwise control and dispose of the Information that it supplies under this Agreement. Nothing herein requires the disclosure of any Information by Disclosing Party or requires either party to proceed with any proposed transaction or relationship in connection with Information disclosed. No other rights, obligations or warranties, implied or express, are deemed to arise between the parties out of the performance of this Agreement other than those expressly recited herein or mutually agreed to in writing by a separate agreement. Receiving Party understands that Disclosing Party makes no representation or warranty as to the accuracy or completeness of any Information furnished by it hereunder, except to the extent expressly set forth in a definitive agreement executed between the parties to effect the contemplated transaction.
6. No Waiver. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of Disclosing Party, its employees or agents, but only by an instrument in writing signed by an authorized officer of Disclosing Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision or of the same provision on another occasion.
7. No Export. The Receiving Party shall not export any Information to any country in violation of the United States Export Administration Act and regulations thereunder, to any end-user who has been prohibited by U.S. law or regulations from participating in U.S. export transactions, or in violation of any other U.S. export restrictions.
8. Assignment. The Disclosing Party may freely assign its rights under this Agreement to any entity formed or controlled by the Disclosing Party. The Receiving Party may assign its rights under this Agreement only to a third party which acquires a majority voting interest in the Receiving Party or which acquires substantially all of the assets of the Receiving Party, provided that all of the rights and obligations contained herein shall inure to the benefit of and be binding upon any such assignee.
9. Entire Agreement. This Agreement, including its recitals, contains the entire understanding between the parties and supersedes all prior or contemporaneous communications, agreements, and understandings between the parties with respect to the subject matter hereof. This Agreement may be modified only by a written amendment executed by both parties and made a part hereto by incorporation.
10. Governing Law. The validity and interpretation of this Agreement and the enforcement thereof shall be governed by the laws of the state of California without regard to any principles governing conflicts of laws.
11. Attorneys’ Fees. The prevailing party in any action brought for the enforcement or interpretation of this Agreement shall be entitled to receive from the losing party a reasonable sum for its attorneys’ fees and costs of litigation, in addition to any other relief to which it may be entitled.
12. Equitable Remedies. Each of the parties acknowledge that the unauthorized disclosure of Confidential Information will diminish the value of the proprietary interests of the Disclosing Party therein and may cause irreparable damage, including loss of profit, reputation and good will. Accordingly, it is agreed that if Receiving Party breaches its obligations hereunder, Disclosing Party shall be entitled to equitable relief to protect its interests, including but not limited to injunctive relief, as well as monetary damages.
