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Headquartered in Silicon Valley, Sagetap brings hands-on experience from the top technical-talent to the rest of the world. Our mission is to Increase Agility, Reduce Unknowns, and Ensure the Success of our clients' initiatives.

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©2019 by Sagetap, Inc.

 

LICENSE FRAMEWORK

Overview of Our Services

At Sagetap (also referred herein as “we” or “us” or “our”), our Customers can only use our Expert Network Consultancy Services (“Services”) when they purchase any of our Licenses. There are no restrictions to who may purchase our Licenses. Customers are free to purchase Licenses for their company, team or organization’s use as well as make the purchase on behalf of their Affiliates (also a “Customer”). Should a Customer desire to use our Services under any License they purchased, Sagetap will measure the access level in proportion to the number of Credits (as defined in section 2 below) the Customer has under the period of the License. Customer’s use of our Services shall be governed by the terms and conditions set forth in this “License Framework” section, the Order Form issued for the License, and the additional Standard Terms and Conditions of Service document outlined further below.

 

Definition of Terms

For the purpose of this document, the following definitions shall apply. They are listed in the order of appearance:

  • “Customer” refers to anyone who desires to use or uses our Services;

  • “Services” refers to the activities provided by us to Customers;

  • “Customer’s Affiliates” refers to any other company or group connected/working with a Customer;

  • “Expert” refers to a professional in Expert Network who may be offered or matched to you by Sagetap;

  • “Beneficiaries” refers to any of Customer’s employees who by authority from the Customer is entitled to use the License;

  • “License Period” refers to the period of the License. It is determined by the number of Credits and the time set for the License to elapse;

  • “Call” refers to an interaction/discussion between a Customer and an Expert through the phone or other means;

  • “Arranged Connection” refers to a situation where a Customer is connected to an Expert through Sagetap.

  • “Direct Connection” refers to a situation where a Customer connects to an Expert directly without going through Sagetap.

 

Credits and Service Call

Credits (as mentioned in Section 1 above) is the standard measurement of the unit of time spent by a Customer during a consultation Call to an Expert. The Call made to an Expert is termed an “Expert Call.” For instance, an Expert Call of 60minutes with an Expert is equal to 1 Credit. For other types of calls available through our Services and their respective Credits, see the attached “Schedule 1 and Schedule 2” below.

 

There are specific ways/medium by which a Customer can interact/connect with an Expert. A Customer may;

  1. Reach out to Sagetap through our contact details and get connected to an Expert for an Expert Call (“Arranged Connection”);

  2. Contact the Expert directly (“Direct Connection”) provided they have the Expert’s contact information (This may be for a short-term or long-term relationship).

The License Period and Renewals

The License Period (defined in Section 2) ends when the Customer exhausts the Credit in the License or when the time stated in the License as the License Period is reached. Unless a Customer specifies the period of a License, each License shall carry a License Period of 12 months (“Normal License Period”).

 

Unless otherwise negotiated by the Customer and Sagetap, the new License Period will be governed by the terms and conditions provided in the previous License Period.

 

Order Form and Additional License Purchase

The License is a document that contains detailed information on the purchase by a Customer. If a Customer wishes to make an Additional License Purchase by notifying us, we will respond by forwarding an “Additional License Form” to the Customer. The Additional License Form will document the details of the Additional License Purchase including; (i) the start date of the Additional License Purchase agreement; (ii) the Credit allowance agreed upon and the corresponding License Fee; (iii) information about who can enjoy such License (“Beneficiaries”); (iv) the duration of the License (“License Period”) if it is not the Normal License Period; and (v) other agreements established in relation to the Additional License Purchase.

 

The Start Date in the Additional License determines the commencement of the Additional License Purchase which is then complemented by the Customer or Beneficiaries’ use of the License. However, without the Customer making a part or full payment of the Additional License Purchase fee, the use by Customer or Beneficiaries may be halted or restricted. The commencement of the Additional License Purchase may also be halted or canceled by the Customer. The agreement may only be canceled by the Customer before the start date by writing to us through our email address at finance@sagetap.io. Any fees paid for the Additional License Purchase before the start date of the agreement will be canceled upon the Customer’s written notice of cancelation. Upon cancellation, all fees paid will be refunded to Customer. Unless specified in the Additional Order Form, the terms and conditions herein shall govern an Additional License Purchase made by the Customer.

 

Term and Termination of License

The Term of this License Framework shall be the date specified on the License as the “Start Date”, and shall continue unless Sagetap or Customer desires to terminate it or the 12 month limit is met. Any party desiring to terminate shall give a 30-day prior written notice. Upon termination, all Licenses purchased by Customer shall be canceled provided that Customer does not owe Sagetap any fees relating to our Services whatsoever. Should Sagetap terminate a License before the end of the License Period, we will calculate the unused Credit and License fee and make the necessary refund.

 

Credit fee is Subject to Yearly Review


We, at our discretion, review or change (annually) the price of Credits purchased on each Licenses. The fees per Credit will be determined based on the current Credit fee. This yearly review in Credit fee shall not affect Customers who have not exhausted their current License Period.

Our Ad Hoc Services

We provide ad hoc services for special situations. For instance, we provide this for; (i) Customers whose License or License Period had just expired; (ii) individuals in a team, group or company not listed as Beneficiaries in a Customer’s License; or (iii) a Customer’s Affiliates who are not covered by a Customer’s License. Sagetap provides this Ad Hoc services in such situations where it is for a specific purpose. The Credit fee in our Ad Hoc services is charged in a different way than how we charge for Credits in Licenses. It is charged at 1.1 times the current amount of the Credit fee.  

 

Our Payment Policy (Invoicing)

After all conditions and agreements have been met regarding the purchase of any License or an Additional License Purchase, we shall issue the invoice for payment. The invoice shall include the fees attached to the License under purchase inclusive of the relevant tax charges. For other charges or fees such as Credits, invoice shall be issued monthly or any agreed period inclusive of the relevant tax charges. Customer is then prompted to pay the relevant amount due as stated in the invoice. Payment of such fees shall be made within 30 calendar days.

The fees payable are free from any withholding tax or deductions. If, however, the Customers is required by applicable law to deduct or withhold the applicable tax but the deduction or withholding is not removed, we shall have the right to increase the amount due in the invoice in order to arrive at a net sum originally owed by Customer under that invoice.

Framework Documents

The documents outlined below represents the agreement between Customers and Sagetap in relation to the Services provided hereunder. The documents supersede any prior agreements or discussions that may have ensued between Sagetap and Customer before the purchase of any License and its activation. Should there be any terms, conditions, discussions, agreements or communications after Sagetap and Customer have entered into the License Framework agreement, they shall be invalid, void or irrelevant. The documents include;

  1. License Framework;

  2. Arranged Connection (attached as Schedule 1);

  3. Direct Connection (attached as Schedule 2)

  4. Standard Terms and Conditions of Service (attached as Schedule 3); and

  5. Other documents attached to the License.

 

Unless otherwise defined in the Standard Terms and Conditions of Service, License, and this License Framework, any terms defined in one of these documents shall have the same meaning as in the other documents. As defined in the Standard Terms and Conditions of Service, Sagetap disclaim all warranties and representations, and hereby limits any form of liability.

Counterparts

The License including this License Framework and any other agreements relating to the purchase of any of our Licenses may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but the same instrument.

 

Governing law

Any agreements between Sagetap and Customers including this Framework License, the Order Form, License purchase, and the Standard Terms and Conditions of Service shall be governed and construed by the laws of the State of California without regards to conflict of laws and its provisions. Any dispute, claims, proceeding or legal actions arising in connection with Customer’s use of our Services shall be settled in any court in the State of California or a court closest to Customer and Sagetap.

 

 

SCHEDULE 1: ARRANGED CONNECTION

Credit Rates

The information in the table below details how Customer’s Credits is used.

Type of Services

The Credits Used

How they work

Expert Call

1 Credit per hour

Customer’s consultation with an Expert by Phone

Follow-up on study

.5 Credit per deal

Customer’s consultation with an Expert on a study by Phone

 

 

Value Added Services on the use of Credits.

 

 

Type of Services

 

The Credits used

 

How they work

 

Onsite services

 

Case Dependent

 

A Physical appearance working session with the Expert

 

 

Transcription services

 

.25 per deal

 

Transcribing the conversation into a written form

Exceptions to Credits charges:

  • Discussions which are not up to 1 Hour (60 minutes) between a Customer and Expert shall be estimated to be a 1 Hour discussion. However, any Service Call ended within the first ten minutes of discussion (maybe due to a wrong specification in Customer’s discretion) shall be estimated to be 0 minutes and without any charges accrued.

  • The Credits for discussions that are over 1 Hour shall be charged as a 1Hour Service Call. The additional minutes after 1 Hour shall be charged at 0.25 times the Credit for any 15 minutes increment.

  • Additional charges may accrue and be charged for reasonable expenses involving Sagetap and Experts which may include but not limited to courier charges, use of external meeting rooms, and travel expenses. All additional expenses must be pre-approved by Customer.

  • Some specific Experts are likely to charge at premium for deals which may increase the cost for Credits used. Expert will determine if Customer’s Credits use will go over 1 Hour by evaluating the Customer’s profile. 


 

SCHEDULE 2: DIRECT CONNECTION

Credit Rates

Type of Service

The Credits Used

How they Work

Short-Term Services

5

A direct connection between an Expert and Customer that is of a short-term nature. No set duration, format or limit on the number of times they can have a discussion.

Long-Term Services

25

A direct Connection between a Customer and an Expert subject to a long-term agreement. This connection is subject to the Expert performing services on employment provision, advisory, and other Expert services, and shall, in return, be remunerated at a base payment of $50,000 (Fifty Thousand Dollars)

 

Notice to Customers

  • Should a Customer directly hire an Expert and add them onto Sagetap’s payroll system within 12 months from the Start Date, the Customer shall pay us a conversion fee to the amount of 25% of the Expert’s first year’s annual salary inclusive of Expert’s bonuses, commissions, and other forms of earnings.

  • An Expert shall be deemed to be retained on an exclusive basis if;

  1. the agreement between the Customer and Expert expressly states “Exclusive”; or

  2. the Expert is unable to perform Expert services to other customers due to Expert’s dealings with the Customer.

  • In a situation where the Customer connects to an Expert’s employer rather than through the Expert directly, this will still be deemed as a direct connection, and the Credits listed above will still apply.

 

CONTRACTING WITH SAGETAP

About Us

Headquartered in Silicon Valley, Sagetap brings hands-on experience from the top technical-talent to the rest of the world. Our mission is to Increase Agility, Reduce Unknowns, and Ensure the Success of our customers' initiatives.

 

Scope of Services

Our Services centers on helping our Customers who seek knowledge around certain technologies by connecting them to the best Experts of those technologies. The Customer and the Expert discuss or interact normally for 60 minutes via the phone or in-person.

 

What We Don’t Do

We do not:

  • Offer consultation services directly to customers. While our custom-sourced experts will consult our customers, we do not offer any consultation ourselves.

  • Connect our customers to a fixed network of experts; rather, we custom-source experts based on each project.

What this Implies

Because we don’t offer the traditional consulting and expert-network, the standard terms and conditions that generally apply to consulting services do not apply to us. We instead use a purpose-built Legal & Compliance framework that favors the mutual interests between our customer and experts by providing the strongest safeguards.

 

Our Legal & Compliance Framework: How it Works

The following action must be taken before a connection can be arranged;

  • Customer must read and consent to our Standard Terms and Conditions of Service; and

  • The Expert must also agree to the terms contained in the deal with the Customer.

 

These two agreements protect both party’s interest. It also describes the rules and terms in which both parties must work together. Without either party consenting to these documents, either party may not enter into the agreement.

 

How our Framework Help

Our Framework has been a major document that helps us mitigate against certain risks that may arise during a deal between us and our customers. This framework, among other things, helps; (i) both parties to keep each party’s confidential information confidential; (ii) both parties to keep both parties’ trade secrets away from a discussion; (iii) to prevent the Expert from divulging any sensitive information about their current employer; and (iv) both parties against conflict of interest.

 

What this means

Since we serve as a broker between the Experts and Customers, we will not be liable for any deal, interaction, discussions or activities between Expert and Customer. We can accommodate customers’ contracting requirements up to a reasonable extent within our framework’s guidelines. It is very important that this is clearly stated in the Credit plan introduced to the customer. For customers to learn more and get familiarized with the whole provisions in our framework, we always introduce an “introduction call” between Customers and our Legal and Customer Protection team where more detailed information will be shared to the Customer while also addressing any complaints or concerns the Customer may have.

 

 

 

 

 

 

 

SCHEDULE 3: STANDARD TERMS AND CONDITIONS OF SERVICE

  1. OVERVIEW OF AGREEMENT

This Standard Terms and Conditions of Service, including the Order Form which by this reference is incorporated herein (this “Agreement”), is a binding agreement that set out the terms in which Sagetap, Inc. (herein as “Sagetap” or “we” or “us” or “our”) will provide our services to any entity or individual identified on the Order Form as the receiver of the Materials (herein as “Customer” or “you” or “your”).

 

By using the Materials and our services, you hereby represent and confirm that you have read, understand, and consent to be bound by the terms and conditions in this Agreement.

 

 

  1. DEFINITION OF TERMS

For this Agreement, the following terms shall have the corresponding meaning;

 

  • ”Beneficiaries” refers to any of Customer’s employees or individual who by authority from the Customer is entitled to use the Materials under the license granted under this Agreement as described in the Order Form;

  • “Intellectual Property Rights” refers to any registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

  • “License Fees” refers to the license fees, including all taxes thereon, paid or required to be paid by Customer for the license granted under this Agreement.

  • “Materials” refers to research reports and any other materials provided by Sagetap, in printed, electronic, or other forms, for which Customer is purchasing a license, as expressly outlined in the Order Form.

  • “License” refers to the License filled out and submitted by or on behalf OF Customer, and accepted by Sagetap for Customer’s purchase of the license for the Materials granted under this Agreement.

  • “Person” refers to an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

  • “Third Party” refers to any Person other than Customer or Sagetap. 

  • “Work Product” refers to any deliverable provided by Expert or Sagetap to Customer including but not limited to reports, materials, and advice in relation to interaction or discussion.

  • “Customer’s affiliate” refers to any Third Party affiliate of Customer whom Customer makes a party to the deal between Customer and Expert.

 

  1. REPRESENTATIONS AND WARRANTIES

BY ACCESSING THE MATERIALS, YOU REPRESENT AND WARRANT TO US THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT, AND IF YOU REPRESENT A CORPORATION OR ANY LEGAL ENTITY, YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH CORPORATION OR ENTITY.

 

 

WARRANTIES.  We represent and warrant that (i) we have the full power and right to enter into this Agreement; (ii) we shall strictly comply with all federal, state and local laws, rules, regulations and ordinances with respect to its services hereunder; (iii) we shall perform all services in a good and workmanlike manner and in accordance with this Agreement; (iv)  there are no prior commitments with a third party that might interfere with our obligations hereunder; and (v) we have obtained all releases, permissions and licenses necessary for us to perform our services. 

 

  1. LICENSE GRANT AND SCOPE

Subject to and conditioned upon your payment of the License Fees and your strict compliance with all terms and conditions described in this Agreement, Sagetap hereby grant to you a non-exclusive, non-transferable, non-sublicensable, limited license during the Term to use, solely by and through your Beneficiaries, the Materials, solely as set forth in this Section 4 and subject to all conditions and limitations set forth elsewhere in this Agreement.

 

This license grants you the right, exercisable solely by and through you and Beneficiaries, to access and use the Materials for research purposes only, including, the right to copy Materials into Beneficiaries’ analyses, presentations, documents, and other similar forms of work or research for internal purposes only. For the avoidance of doubt, Materials may not be used for commercial purposes, and you shall not directly or indirectly resell or commercially profit from providing any portion of the Materials or any derivatives thereof to any Third Party.

 

Customer must ensure that all copies of the Materials include all trademark, copyright, patent, and other Intellectual Property Rights notices contained in the original. All copies of the Materials made by the Customer will be considered the exclusive property of Sagetap and will be subject to the terms and conditions of this Agreement. Customer will be responsible and liable under the terms and conditions of this Agreement for Customer’s actions and failures to take required actions with respect to the Materials of each of Customer’s Beneficiaries and any other Person accessing the Materials through Customer.

 

 

  1. SCOPE OF SERVICE AND LIMITATIONS

Once you communicate your intent to us through written information of your needs known as “Instruction,” and once we accept the Instruction, Sagetap will offer and match you with the details of Expert(s) whom we believes matches your request to get you familiarized with the Expert.

 

By engaging with an Expert, you acknowledge that;

  1. The Expert is an independent contractor and does not in any way represent an agent, representative or employee of Sagetap; therefore, all information discharged by the Expert constitutes the Expert’s sole opinion;

  2. Only the Expert can determine if an interaction, deal or discussion with you is appropriate or permissible. Both Expert and Sagetap reserves the right to decline your Instruction, and can also terminate and end our participation in an on-going interaction, deal or discussion;

  3. The Expert is restricted from providing accountancy, medical, investment, financial or other professional advice under the connection terms and providing answers to questions or participating in discussions if (i) by so doing, the Expert is breaching any relevant law, regulation or agreement which the Expert is a party to; (ii) it will create a conflict of interest on the Expert’s part; (iii) the Expert will be breaching a confidentiality agreement with a Third Party or revealing trade secrets or professional information; (iv) the discussion, deal or interaction will include any specific examination of any company or entity where the Expert is an employee; (v) the Expert is an employee or director in a company that is subject to a tender offer or the Expert is working for a company making a tender offer on behalf of the company; (vi) the Expert is currently auditing or has audited for a company (in the past 3 years) and the discussion with you will center on the company Expert has audited or is auditing for; or (vii) the Expert is currently or has served in the past 6 months as an accountant in a finance firm and the discussion will be based on financial issues of the said company.

  4. Sagetap does not represent and warrant that the Expert matched or offered to you and the discussion, deal or interaction between you thereafter will be of your expected quality, appropriate or legal. Therefore, Sagetap will not be liable to you for any loss or damage you may suffer as a result of the Expert matched or offered to you and any deal, discussion or interaction that ensues between you and the Expert.

  5. Offering and matching an Expert with you is done by us for reference purposes only. We reserve the right at our reasonable discretion to withdraw or amend (at any time) any Expert offered or matched to your needs.

 

We and/or any Expert you choose to deal with may provide you with Work Product (defined in section 2) based on the agreement between you and each of us. By receiving any Work Product, you acknowledge and agree that such Work Product is made available for your general informational purposes only and that no Work Product constitutes advice, opinion, or recommendation from Sagetap. Although Work Product will be provided to you in good faith, it does not constitute (i) a legal, financial or investment advice from Sagetap or the Expert; (ii) an independently verified advice or opinion; (iii) a verified, accurate information that covers the scope of the discussion, deal or interaction; or (iv) a replacement for your personal decision or opinion.

 

Should you desire to include a Customer’s Affiliate to any discussion, deal or interaction through your Instruction, you shall provide detailed information regarding the Customer’s Affiliate along with the Instruction you will send to us. The Customer’s Affiliate shall, therefore, be required to read and agree to this Agreement.

 

 

  1. COVENANTS AND PLEDGES

    1. Sagetap hereby represents and warrants that the contact information of any Expert shall not be disclosed to you unless; (i) according to the Instruction sent by you, the Expert qualifies to be matched with your needs; (ii) the Expert agrees in writing to be bound by the terms you have stated in the Instruction sent to us; (iii) such Expert currently does not work with a company you have explicitly mentioned in your Instruction not to be considered (a “Prohibited Company”); and (iv) Experts have signed the Sagetap Confidentiality Agreement.

 

  1. You, on the other hand, covenants and pledges that;

 

  1. you will provide accurate and sufficient information that will help us and the Expert determine if the Expert is the right fit for your needs according to your Instruction;

  2. you will not request that we take part in a deal with an Expert whom you are aware of is currently working with a Prohibited Company;

  3. you will not request that we discuss with an Expert even when you are aware such discussion will breach a particular law, regulation or policy you or the Expert is a party to or such discussion will bring about a conflict of interest to the Expert, or such discussion will breach any confidentiality agreement that exists between you or the Expert and a Third Party;

  4. you will not solicit or request that we solicit on your behalf for any non-public information or any inside information relating to Expert’s employer or company (collectively “Inside Information”) including but not limited to professional advice, investment information, confidential or proprietary information, financial information, trade secrets, and other information within the context of “Inside Information”;

  5. you will act in good faith and according to the law in a situation where you come across any Inside Information;

  6. if you are aware an Expert is an officer, director or an employee of your direct competitor, you will not ask about them;

  7. any decision you make regarding any Work Product will be your full responsibility and that we shall not be held liable for any damage or loss that comes from such decision;

  8. after being offered and matched with an Expert, you will not arrange a direct connection (including on other business deals) with such Expert without our knowledge or participation;

  9. you will not under any circumstance reveal the Expert’s identity to a Third Party without getting consent from the Expert or us;

  10. you shall not share with a Third Party, any Work Product or information gotten from the Expert or us without getting our permission to do so; and

  11. you will abide by all anti-corruption and anti-bribery laws in relation to your use of our services, and that you will not engage in actions that may violate these laws.

 

 

  1. RESTRICTION ON USE

Except as expressly authorized within the scope of the limited license granted under Section 4 above, you shall not and shall require your Beneficiaries not to, directly or indirectly:

 

  1. provide any other Person or Third Party, including any subcontractor, affiliate, or service provider with access to or use of the Materials in whole or in part;

  2. modify, translate, adapt, or otherwise create derivative works or improvements of the Materials or any part thereof;

  3. combine the Materials or any part thereof with or incorporate the Materials or any part thereof in any other work;

  4. remove, delete, alter or obscure any trademarks or any copyright, trademark, or other intellectual property or proprietary rights notices provided on or with any of the Materials including any copy thereof;

  5. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Materials or any part thereof to any Third Party for any reason, whether or not over a network or on a hosted basis;

  6. access or use the Materials in violation of any law, regulation, or rule; or

  7. access or use the Materials for purposes of development of a competing product or service or any other purpose that is to Sagatap’s commercial disadvantage.

 

 

  1. RESPONSIBILITY FOR USE OF MATERIALS

You are responsible and liable for all use of the Materials including all access provided by you, whether directly or indirectly. Specifically, and without limiting the generality of the foregoing, you are responsible and liable for all actions and failures to take required actions with respect to the Materials by its Beneficiaries or by any other Person to whom you or a Beneficiary may provide access to or use of the Materials, whether such access or use is permitted by or in violation of this Agreement.

 

 

  1. INTELLECTUAL PROPERTY RIGHTS

You hereby acknowledge and agree that the Materials are provided under license and not sold to you. You do not acquire any ownership interest in the Materials under this Agreement or any other rights thereto other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. Sagetap reserves and shall retain our entire right, title, and interest in and to the Materials and all Intellectual Property Rights arising out of or relating to the Materials, except as expressly granted to you in this Agreement. You shall use commercially reasonable efforts to safeguard all Materials (including all copies thereof) from, misappropriation, theft, misuse, or unauthorized access. You shall promptly notify us if you become aware of any infringement of our Intellectual Property Rights in the Materials and fully cooperate with us in any legal action taken by us to enforce our Intellectual Property Rights.

 

 

  1. PAYMENT AND TAXES

All License Fees are payable in the manner described in the Order Form and are non-refundable, except as may be expressly described in the Order Form. Any renewal of the license hereunder shall not be effective until the fees for such renewal have been paid in full. The fees payable are free from any withholding tax or deductions. If, however, the Customer is required by applicable law to deduct or withhold the applicable tax, but the deduction or withholding is not removed, we shall have the right to increase the amount due in the invoice in order to arrive at a net sum originally owed by Customer under that invoice.

 

 

  1. DATA PROTECTION

Both Parties hereby agree to abide and comply with any applicable data protection law including the Data Protection Act of 1998 and all other laws in other jurisdictions in relation to the processing of Expert’s personally identifiable information (“Personal Data”). Both Parties agree to be bound by any Instruction or policy established by Sagetap regarding Expert’s Personal Information.

 

 

  1. CONFIDENTIAL INFORMATION

    1. Definition of Confidential Information: “Confidential Information” shall include; (i) the existence and terms of any Order Form, this Agreement, Materials, and any arrangements or documents in relation to the provision of services under such documents; (ii) Customer and Expert’s identity; (iii) the content of your Instruction, deal and matters discussed under it; and (iv) any information which falls within the context of “confidential information” including but not limited to Intellectual Property, trade secrets, proprietary information, customers list, financial information, sales and marketing information and any other information which a party has communicated to the other party to be confidential in nature.

    2. Confidentiality: All parties (Sagetap, Experts and Customer) shall keep all information (whether in oral or written form) confidential for a term of 2 years after the Start Date of this Agreement or other agreements between parties.

 

Notwithstanding the foregoing, Confidential Information shall include information that is disclosed by Sagetap or Customer to any employee, service providers, and/or Expert for the performance of Services. Disclosure to Expert may only be valid to the extent the disclosure is necessary. The provisions of this Section 12 will not restrict either party from disclosing Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided that the party required to make such a disclosure gives reasonable notice to the other party to enable it to contest such order or requirement or limit the scope of such request. The party responding to such an order or requirement will only disclose that information that it expressly required.

 

  1. Exceptions to Confidential Information: Information shall not be said to be confidential if;

    1. Such information is generally available to the public as opposed being disclosed by either party; or

    2. Such information is independently created by either of the parties.

 

 

  1. TERM AND TERMINATION

This Agreement and the license granted under it shall remain in effect for the term stated in the License or until terminated as set forth herein (the “Term”).  Customer may terminate this Agreement by ceasing to use and destroying all copies of the Materials. Either party may terminate this Agreement effective upon written notice to the other if that party breaches this Agreement and such breach: (i) is incapable of repair; or (ii) being capable of repair, remains unrepaired for 30 days after the other party provides written notice thereof. Sagetap may terminate this Agreement effective immediately if Customer files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property. Upon expiration or earlier termination of this Agreement, the license granted hereunder shall also terminate, and Customer shall cease using and destroy all copies of the Materials. No expiration or termination shall affect Customer’s obligation to pay all Licensee fees that may have become due before such expiration or termination, or entitle Customer to any refund.

 

 

  1. LIMITED WARRANTIES, EXCLUSIVE REMEDY, AND DISCLAIMER

  1. Solely with respect to Materials, we warrant that for a period of 30 days following the License Start Date stated on the License, any media on which the Materials is provided will be free of physical defects, and if, during such time period, any Materials covered by the foregoing warranty fails to conform substantially in accordance therewith, we will, subject to you promptly notifying us in writing of such failure, at your sole option, either: (i) repair or replace the Materials or (ii) refund the License Fees paid for such Materials, subject to you ceasing all use of and, if requested by us, returning to us all copies of the Materials. The remedies described in this section 14(a) are your sole remedies and our sole liability under this agreement.

 

  1. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE MATERIALS IS AT YOUR SOLE RISK AND EXCEPT FOR THE LIMITED WARRANTY DESCRIBED IN SECTION 14(a) and (b), THE MATERIALS ARE PROVIDED TO YOU ON “AS IS” AND “AS AVAILABLE” BASIS AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE, OUR AFFILIATES, EMPLOYEES, AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE MATERIALS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, SAGETAP PROVIDES NO WARRANTY OR COVENANT AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED MATERIALS WILL MEET THE YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

 

  1. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:

  1. UNDER NO CIRCUMSTANCES SHALL SAGETAP, OUR AFFILIATES, EMPLOYEES OR ANY OF OUR SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY USE, OR INABILITY TO USE THE MATERIALS; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE DEAL WITH ANY OFFERED OR MATCHED EXPERT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  2. UNDER NO CIRCUMSTANCES WILL SAGETAP, OUR AFFILIATES, EMPLOYEES OR ANY OF OUR SERVICE PROVIDERS, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO SAGETAP PURSUANT TO THIS AGREEMENT FOR THE MATERIALS THAT ARE THE SUBJECT OF THE CLAIM.

  3. THE LIMITATIONS DESCRIBED IN SECTION 13(a) AND SECTION 13(b) SHALL APPLY EVEN IF YOUR REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

 

  1. MISCELLANEOUS

  1. Governing Law; Jurisdiction: All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of California, in each case located in Santa Clara County, California, and both Sagetap and Customer irrevocably submit to the non-exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. Service of process, summons, notice, or other documents by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.

 

  1. Force Majeure: Neither Party shall be responsible or liable to the other Party, or deemed in default or breach hereunder by reason of any failure or delay in the performance of our obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning, or Customer equipment, loss and destruction of property, or any other circumstances or causes beyond our reasonable control.

  2. Notices: All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by facsimile or email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set forth on the Order Form (or to such other address as may be designated by a party from time to time in accordance with this Section.

  3. Entire Agreement: This Agreement, together with the Order Form, all schedules, and exhibits attached hereto or thereto, and all other documents that are incorporated by reference herein or therein, constitutes the sole and entire agreement between you and us with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

  4. No Assignment: Neither Party shall assign or otherwise transfer any of their rights, or delegate or otherwise transfer any of your obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the other Party’s prior written consent which will not be unreasonably withheld. No delegation or other transfer will relieve the first Party of any of their obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section is void. 4This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

  5. Heirs: This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer on any other Person or Third Party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

  6. Headings: The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement. 

  7. Severability: If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

  8. Modification: This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto.

  9. Counterparts: The Order Form and other agreements between Customer and Sagetap be executed in any number of counterparts, each of which shall be deemed to be an original and which shall together constitute the same agreement.

 

  1. Waiver: No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

 

  1. CONTACT US

For questions or complaints regarding the provisions in this Agreement, please, reach out to us through the contact information below:

 

Email Address: 

legal@sagetap.io

 

Telephone:     

+1 (916) 794-1094

 

Office Address:

Sagetap, Inc.

208 Echo Lane

Portola Valley, CA 94028