Terms and Conditions of Sage Membership
THIS IS A BINDING CONTRACT. PLEASE READ CAREFULLY AND ACCEPT BY CLICKING ON THE “I AGREE” OR SIMILAR BUTTON.
YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE “I AGREE” OR SIMILAR BUTTON, REGISTERING FOR AN ACCOUNT, OR ACCESSING OR USING THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS & CONDITIONS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE. IF YOU DO NOT AGREE TO THESE TERMS & CONDITIONS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES. These Terms & Conditions are effective as of the date you first click “I agree” (or similar button or checkbox) or use or access the Services, whichever is earlier. If you accept or agree to these Terms & Conditions on behalf of your employer or another legal entity, you represent and warrant that (i) you are 18 years of age or older (for U.S. based users) or at least the legally required age in the jurisdiction in which you reside and are otherwise capable of entering into binding contracts; (ii) you have full legal authority to bind your employer or such entity to these Terms & Conditions; (iii) you have read and understand these Terms & Conditions; and (iv) you agree to these Terms & Conditions on behalf of the party that you represent. In such event, “you” and “your” will refer and apply to your employer or such other legal entity.
1. Our Services
Sagetap provides a platform for Builders (as defined below) to upload and store technology pitches and to hold Sessions (as defined below) with and receive actionable feedback on technology pitches from Sages (as defined below) to assist Builders in more quickly achieving product-market fit. “Builders” are product teams who use our Services to obtain feedback on their technology pitch from Sages to drive future sales. “Sages”, like you, are industry-leading technology buyers and end-users who use their expertise to provide feedback on technology pitches to Builders. “Sessions” are recorded video conferences wherein Builders present their technology pitches to Sages and receive feedback on their technology pitches.
2. Sage Membership Policies
By accepting these Terms & Conditions, you confirm that you are not prohibited or limited in any way from performing your duties as a Sage by (i) any contract (e.g., employment, consulting, confidentiality, or non-disclosure agreements), (ii) your current employer’s policies or codes of conduct if you are employed, or (iii) any similar policies or obligations that limit your conduct in any way. Further, to the extent your ability to consult is limited in any way, you confirm that you have obtained all necessary consents or waivers (e.g., the consent of your employer, any company or organization for which you have consulted, or any affiliated academic or government organization) to be a Sage and participate in Sessions. It is your responsibility to determine whether you are permitted to register with us as a Sage.
As a Sage, you acknowledge and agree to the following: (i) you are a non-agent independent contractor of Sagetap and not an independent contractor, employee, partner, representative, agent, joint venturer, or franchisee of any Builder; (ii) you have no authority to act on behalf of Sagetap; (iii) you are not eligible for any Sagetap or Builder employment benefits based on your participation as a Sage; (iv) you shall not identify any Builder or Sagetap as your employer; (v) you are registering as a Sage in your individual capacity and not as a representative or on behalf of any other entity (such as past or present employers), except as otherwise agreed in writing between such entity and Sagetap; (vi) Sagetap, in its sole discretion, may determine your eligibility to access and use the Services as a Sage. If you are in any way unsure about your ability to comply with these Terms & Conditions, then you must decline to participate as a Sage; and (vii) you agree that your Session will be recorded.
3. Participation as a Sage
At all times during your participation as a Sage, you agree to act in good faith, in a professional and workmanlike manner to the best of your ability, including timely attending all scheduled Sessions, and in accordance with these Terms & Conditions and all applicable laws and regulations. When engaging in Sessions, you agree to abide by any obligations you may have that limit what you can discuss or the scope of your participation as a Sage.
YOU MUST DECLINE, OR DISCONTINUE PARTICIPATION IN, ANY SESSION THAT PRESENTS A CONFLICT OF INTEREST OR WOULD RESULT IN A VIOLATION OF ANY APPLICABLE LAW, THESE TERMS & CONDITIONS, OR YOUR OBLIGATIONS TO PAST OR PRESENT EMPLOYERS OR ANY OTHER THIRD PARTY.
As a Sage, you further agree to the following:
- If you are an employee or director of a company, you will not (i) discuss or disclose that company’s confidential information (including but not limited to, its performance, strategy, processes, operations, or internal metrics); or (ii) consult for any Builder you reasonably believe to be a direct competitor of that company in each case without the express written consent of the company and Sagetap.
- If in the ordinary course of your employment you are subject to any ethical obligations related to your profession (e.g., rules of ethics imposed by the bar of any state, the American Medical Association, or similar such bodies), you will not violate such obligations while participating as a Sage.
- If you have been issued security clearance by the United States government, a state government, or the equivalent in your jurisdiction, you will abide by all duties and obligations attendant to such clearance, including all confidentiality obligations related thereto.
- You will not breach any agreement, policy, code of conduct, duty, or obligation with or other legal obligation to any person or entity (including, but not limited to, your employer, your former employers).
- You will not record or transcribe or permit any third party to join (except with prior consent from applicable Builder) your Sessions with Builders.
Sagetap may, from time to time, inform you of additional rules that you are required to observe and specific topics that you are not permitted to discuss. You agree to observe these rules and any limitations we place on what you can discuss. Failure to abide by these rules may result in the suspension or termination of your Account.
4. Sage Representations
As a Sage, you represent that you have not been:
- Convicted of, plead guilty to, or admitted to committing, a felony or any offense involving dishonesty or deception (e.g., theft, fraud, etc.);
- Subject to an order, judgment, action, or investigation of a court or any national or state regulatory or self-regulatory organization, such as the U.S. Securities and Exchange Commission (SEC), the Financial Conduct Authority (FCA), the Securities and Futures Commission (SFC) or Financial Industry Regulatory Authority (FINRA), relating to a violation of securities laws or an accusation of civil or criminal fraud or deceptive practices; or
- Named on the Excluded Parties List System (now consolidated at SAM.gov) maintained by the U.S. General Services Administration, the Specially Designated Nationals list maintained by the U.S. Department of Treasury's Office of Foreign Assets Control, or any other similar list maintained by the U.S. or other nation or NGO.
Further, in the event you are, or have been in the past, accused of a felony or any offense involving dishonesty or deception, or sued for theft of corporate assets, fraud, breach of confidentiality or nondisclosure agreement, breach of fiduciary duty, or any similar action you agree to promptly disclose that information to Sagetap by emailing email@example.com. While Sagetap reserves the right to verify this independently, you agree to notify Sagetap immediately if your status changes with respect to any of these representations.
If you become concerned with the nature of any inquiry or Session with a Builder, you must discontinue your participation and notify Sagetap immediately by emailing firstname.lastname@example.org. You agree to cooperate fully in any Sagetap inquiry concerning actual, alleged, or potential violations of these Terms & Conditions or any applicable law.
5. Confidential Information
You acknowledge that Confidential Information (as defined below) is a valuable, special and unique asset of the disclosing party and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than using the Services in accordance with these Terms & Conditions. If relevant, you may disclose the Confidential Information to your authorized employees and agents provided that they are also bound to maintain the confidentiality of Confidential Information. You shall promptly notify the disclosing party in writing of any circumstances that may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to the disclosing party upon termination of this Agreement for any reason whatsoever.
The term “Confidential Information” shall mean any and all of Sagetap’s and Builder’s trade secrets, confidential and proprietary information, and all other information and data of Sagetap or Builder that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, strategic and other proprietary and confidential information relating to any party or such party’s business, operations or properties, including information about such party’s staff, users or partners, or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.
The provisions of these Terms & Conditions will not restrict any party from disclosing such information pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the party required to make such a disclosure gives reasonable notice to the other parties to enable them to content 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 is expressly required.
If you participate in a Session in which another Sage is present, you owe the same duty of non-disclosure to such other Sage as you would to any Builder under these Terms & Conditions. Additionally, if during Sessions, you are first introduced to other Sages, you may not, directly or indirectly, solicit those Sages for projects or other engagements outside of Sagetap without the prior written consent of Sagetap.
6. Sage Information
Membership as a Sage is non-exclusive, and there is no minimum time commitment unless otherwise agreed in writing. To register as a Sage with us, you agree to provide Sagetap with:
- Accurate and complete biographical information, including but not limited to you name, phone number, email address, residential mailing address, and other such information as Sagetap may request;
- A description of your technical background, which may include a resume, your educational credentials, your employment experience, and other information necessary to establish your technical qualifications as a Sage;
- A URL link to your personal LinkedIn profile page; and
- Updated information as it changes.
Sagetap or Builders may ask you for other information about yourself, including your ability, availability, or suitability to consult on particular topics or in general. Collectively, such information about you, as well as any information in your Account, the information provided in this Section(a)-(d) and any contents, photographs or images you choose to add to your profile, are your “Sage Information.” While Sagetap may revise Sage Information on your behalf based upon information provided by you or other available sources, you are solely responsible for maintaining and updating your Sage Information and ensuring its accuracy. You agree not to accept any Session or consult with any Builder unless your Sage Information is accurate, complete, and current. You understand that Sagetap, Builders, and Sagetap’s third-party partners are entitled to rely on your Sage Information.
You hereby grant to Sagetap a worldwide, fully paid up, royalty-free, transferable, sublicensable, perpetual, and non-exclusive license to the Sage Information to use the Sage Information to deliver and improve the Services, develop new products and services, and for marketing purposes.
Builders may be required, by law or their own compliance policies, to disclose certain details of their interactions with you, including your name and the amount you were paid (“Required Builder Disclosures”). You authorize Builders, or Sagetap on their behalf, to make Required Builder Disclosures and you agree to provide any additional information necessary to complete any Required Builder Disclosures.
You consent to Sagetap contacting you by email, telephone, SMS, or otherwise, to process and administer details of your membership as a Sage, to provide you with opportunities to participate in Sessions, to comply with applicable laws and Builder compliance policies, and to tell you about Sagetap’s business.
7. Data Protection
8. Assignment, Acceptance and Scope of Sessions
Your participation in Sessions is always at your discretion; provided, however, that upon acceptance of a Session, you are required to participate in such Session unless you are excused from participation under these Terms & Conditions. Sagetap makes no representation regarding the frequency, quantity, or type of invitations to Sessions you will receive or in which you will be chosen to participate. Unless otherwise agreed in writing by Sagetap, you will be compensated only for the time you spend interacting with Builders in Sessions at the rate you submit on the Site. You will not be compensated for preparation time, wait time, or time set aside if a Session with a Builder does not occur. You may not assign Sessions or delegate any portion of your work to others (including without limitation to any other employees of your company) without Sagetap’s prior written consent.
All interactions must be set up through Sagetap or its Services. You are not permitted to share your contact information (either phone or email) directly with the Builder without the written consent of Sagetap; provided, however, you may share such necessary details as are required to obtain and respond to the solicitations referred to in Section 9 below. If a Builder contacts you without having arranged the Session through Sagetap, and you consult with the Builder, you are not eligible for payment from Sagetap, even if the call is a follow-up to a recent Session that was arranged through Sagetap. Builders are not authorized to expand the scope of a Session except with Sagetap’s written authorization.
9. Employment Solicitations and Product Solicitations
Notwithstanding any other provision of these Terms and Conditions, from time to time, Builders may solicit you for employment with the Builder’s company (a “Employment Solicitation”). While Sagetap does not prohibit such Employment Solicitations, if you receive an Employment Solicitation, you must immediately report such Employment Solicitation to Sagetap by emailing email@example.com. Failure to report an Employment Solicitation may result in the suspension or termination of your Account.
Additionally, from time to time, Builder may offer to sell you products or services introduced via Sessions (a “Product Solicitation”). While Sagetap does not prohibit such Product Solicitations, if you receive a Product Solicitation, you must immediately report such Product Solicitation to Sagetap by emailing firstname.lastname@example.org. Failure to report a Product Solicitation may result in the suspension or termination of your Account.
You expressly acknowledge and agree that Sagetap makes no representations or warranties and takes not responsibility for any products or services offered by Builders through the Services and will be in no manner liable for the integrity or reliability, of any products or services you purchase from a Builder. Furthermore, you hereby release the Company Indemnified Parties (as defined below) from, and agree to defend and hold harmless the Company Indemnified Parties against, any Claim (as defined below) and indemnify the Company Indemnified Parties for any Losses (as defined below) arising out of or relating to any Action (as defined below) in connection with your products or service you purchase from Builders.
10. Intellectual Property
You represent that any materials, regardless of format, that you submit, upload to the Services, or otherwise provide to a Builder or to Sagetap, whether orally or in writing, (collectively, “Content”) is your intellectual property or you have obtained any necessary permissions or licenses to such Content. You are solely responsible for your Content, and you agree not to submit Content that is unlawful, threatening, defamatory, profane, deceptive, misleading, infringes on the rights of another, or otherwise violates these Terms & Conditions or the Website Terms.
As part of a Session, you may be asked to create content to assist Builders in improving their products, services or technology pitches (“Session Content”). You hereby assign, convey, and transfer to Sagetap all right, title and interest in and to the Session Content and agree that any Session Content shall be solely owned by Sagetap. You further agree to cooperate with and sign all documents reasonably requested by Sagetap to enable Sagetap to secure, register and enforce in the U.S. and any foreign countries, copyrights in all works owned by or assigned to Sagetap. Sagetap may use Session Content for any legal purpose, which may include sub-licensing or assigning Sagetap’s rights in the Session Content to Builders. Content you create independently of, or prior to, any Session (“Retained Content”, together with Session Content, “Content”) remains your property and you retain all rights, title, and interest in and to such Retained Content; however, you grant the Sagetap a perpetual, world-wide, royalty-free, sublicensable and transferable license to use any Retained Content incorporated into or necessary to use any Session Content. Without limiting the foregoing, you agree that Sagetap is free to use any ideas, concepts, know-how, or techniques contained in any Content you transmit to a Builder for any purpose whatsoever, including, but not limited to, developing, manufacturing, improving, and marketing products using such information. Any inventions, discoveries or improvements that are based in full or in part on any Content and information you create for a Builder in the course of a Session, and all intellectual property rights in such inventions, discoveries, or improvements, shall be owned entirely by and shall be proprietary to the Sagetap.
Sagetap collects or may collect certain data relating to Sessions, including but not limited to, Session duration, audio or visual recordings of and transcriptions of Sessions as well as profile data of Sages and Builders (“Session Metadata”). Sagetap shall own all rights, title and interest in and to all Session Metadata. You acknowledge and agree that Sagetap shall have the right to copy, reproduce, and use Session Metadata in aggregated and anonymous form for any purpose.
Notwithstanding any other provisions of these Terms & Conditions, Sagetap has the right to identify you on its website, in a press release, case studies, marketing materials, and in connection with fund raising. Sagetap may use any information you provide, including but not limited to your name, biographical information, image, or refer to the existence of these Terms & Conditions.
For your participation in Sessions as a Sage, you will be compensated at the hourly rate you submit to Sagetap through the Site. You are responsible for providing your or your organization’s payment details on your profile page and keeping such information up to date. If you are employed, you must follow your employer’s policies that may relate to payment by Sagetap. Following completion of a Session, you may select the manner in which you will receive payment on the Site. Payments will be based on the applicable hourly rate in your profile upon Session acceptance. You may select your form of payment on the Site. Sagetap endeavors to release payment as promptly as possible following a completed Session. If you have any questions about the status of payments, you should contact email@example.com.
In the event that a Builder disputes your quality of work during a Session, Sagetap may withhold payment until such dispute is resolved. You agree to notify Sagetap of any disputes prior to negotiation of or filing any claims and to negotiate any dispute informally via Sagetap representative for at least thirty (30) days before initiating any proceeding. You further understand and agree that you have no right to payment for a Session to the extent Sagetap reasonably determines you have violated these Terms & Conditions or compliance rules, including but not limited to providing incorrect Sage Information, and to the extent you have already received payment for Sessions involving such violations, Sagetap shall have the right to recover such payments in full. Sagetap reserves the right to suspend or terminate any Account pending the resolution of any dispute.
You agree that you are responsible for paying any applicable taxes in your jurisdiction on payments you receive from Sagetap, in accordance with applicable law and, if applicable, you agree to provide Sagetap evidence of such tax payments upon Sagetap’s request. You should consult your own tax advisor to determine your tax obligations regarding payments received from Sagetap.
12. Disclaimer of Warranties; Limitation of Liability
THE SERVICES IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SAGETAP MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE SERVICES OR THE CONTENT OF ANY SITES LINKED TO THE SERVICES AND ASSUMES NO LIABILITY OR RESPONSIBILITY IN CONTRACT, WARRANTY OR IN TORT FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (III) ANY ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; AND (IV) EVENTS BEYOND OUR REASONABLE CONTROL.
UNDER NO CIRCUMSTANCES WILL SAGETAP AND AFFILIATES OR THEIR CORPORATE PARTNERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY SAGETAP, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES) ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY.
IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT SAGETAP AND AFFILIATES OR THEIR CORPORATE PARTNERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED ONE HUNDRED DOLLARS ($100), TO THE EXTENT PERMITTED BY APPLICABLE LAW.
- Sagetap Indemnification. Sagetap shall defend and hold harmless Sage, its affiliates, and its and their officers, directors, employees, and agents (“Sage Indemnified Parties”) from and against any claim of whatever nature or character (each, a “Claim”), and indemnify the Sage Indemnified Parties against any loss, liability, judgment, penalty, damage or expense (including reasonable attorneys’ fees and costs) awarded by a court of competent jurisdiction or agreed to in a good faith settlement (“Losses”), in each case, arising out of or related to any third-party claim, suit, action or other proceeding (an “Action”) brought against any Sage Indemnified Party alleging or arising out of an allegation that the Services infringe on any intellectual property right of a third-party, except to the extent such an Action results from an unauthorized use, modification, or combination thereof by a Sage Indemnified Party in violation of this Agreement or applicable laws.
- Sage Indemnification. Sage shall defend and hold harmless Sagetap, its affiliates, and its and their officers, directors, employees, and agents (“Company Indemnified Parties”) from and against any Claim, and indemnify Sagetap Indemnified Parties against any Losses, in each case, resulting from any third-party Action brought against any Sagetap Indemnified Party alleging or arising out of an allegation: (i) that the Sage’s unauthorized use, modification, or combination of the Services by a Sage Indemnified Party (in each case, in violation of these Terms & Conditions or applicable laws) infringes any intellectual property right of any third-party; (ii) that your Content or the use of your Content violates any intellectual property rights of any third-party; (iii) a breach of Sage’s confidentiality obligations set forth in these Terms & Conditions; (iv) a breach of the Sage’s representations and warranties under these Terms & Conditions; (v) that disclosures made during a Session violated Section 3 hereof; or (vi) any other indemnifiable obligations under Section 12 of the Website Terms.
14. General Provisions
- No Agency; No Employment. No agency, partnership, joint venture, employer-employee relationship or franchiser-franchisee relationship is intended or created by these Terms & Conditions.
- No Rights of Third Parties. None of the terms of these Terms & Conditions are enforceable by any persons who are not a party to these Terms & Conditions.
- Notices and Consent to Receive Notices Electronically. You consent to receive any agreements, notices, disclosures and other communications (collectively, “Notices”) to which these Terms & Conditions refer electronically including without limitation by e-mail or by posting Notices on the Site. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. Unless otherwise specified in these Terms & Conditions, all notices under these Terms & Conditions will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by a recognized overnight delivery service.
- Governing Law and Dispute Resolution. These Terms & Conditions, as well as any claims arising from or related thereto, whether in tort, contract or otherwise, are governed by the law of the State of California without regard to any state’s choice of law rules. Should a dispute arise, the parties shall engage in good faith, informal dispute resolution for a minimum period of 30 days to resolve the dispute. Should the parties fail to resolve their dispute informally, they shall engage in mediation with JAMS, at their joint and equal expense. The mediation shall take place in San Francisco, California, or such other location as the parties may mutually agree upon. Should the mediation fail to resolve their dispute, the parties shall thereafter engage in binding arbitration with JAMS. To ensure minimal cost, the arbitration shall be in front of a single arbitrator and shall be conducted in accordance with JAMS’ Optional Expedited Arbitration Procedures. The binding arbitration shall be at the parties’ joint and equal expense, with attorneys’ fees and costs to the prevailing party upon conclusion.
- Severability. If any provision of these Terms & Conditions is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Terms & Conditions will otherwise remain in full force and effect and enforceable.
- Termination. Subject to your obligation to complete Sessions for which you are engaged, you have the right to withdraw as a Sage at any time upon notice to Sagetap. Sagetap has the unlimited right to terminate or limit your membership at any time and for any reason, including but not limited to failure to abide by these Terms & Conditions, failure to attend a scheduled Session, and exhibiting inappropriate behavior during a Session.
By signing these Terms & Conditions, you acknowledge and agree that you are making express representations to Sagetap that you will abide by all of your obligations and responsibilities as set forth in these Terms & Conditions.
Terms and Conditions of Builder Membership
This Builder Agreement (this “Agreement”) is made and entered into as of the Effective Date by and between Sagetap, Inc., a Delaware corporation (the “Company”) and Builder. This Agreement governs Builder’s purchase of a subscription to access and use the Services as described on any Order Form then in effect. Any reference to this Agreement shall include and incorporate in its entirety any Order Form then in effect.
- “Affiliate” means any present or future entity controlled by, or under common control with a party.
- “Builder Data” means all electronic data or information collected by the Services or submitted by Builder or its Users to enable the provision of the Services, including Builder Generated Content (as defined in the Website Terms).
- “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
- “Order Form” means an order form referencing, and executed by the parties hereto in connection with, this Agreement. Each Order Form will be incorporated into this Agreement in its entirety.
- “Sages” are industry-leading technology buyers and end-users who use their expertise to provide feedback on technology pitches to Builders.
- “Services” means the online, web-based applications provided by the Company that are ordered by Builder under an order form.
- “Sessions” are recorded video conferences wherein Builder presents their technology pitches to Sages and receive feedback on their technology pitches.
- “Users” means individuals who are authorized by Builder to access and use the Services and who have accepted the Website Terms.
2. Provision of Service.
- 2.1 Access to Service. During the Term and subject to Builder’s compliance with this Agreement, the Company will use commercially reasonable efforts to provide Builder access to and use of the Services in accordance with this Agreement (including the terms and conditions contained in any relevant Order Form).
- 2.2 Builder Responsibilities. Builder shall: (i) be responsible for Users’ compliance with this Agreement; (ii) be solely responsible for the accuracy, quality, integrity, and legality of Builder Data and of the means by which it acquired Builder Data; (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify the Company promptly of any such unauthorized access or use; and (iv) use the Services only in accordance with any specifications or instructions provided to Builder by the Company and applicable laws and government regulations. Builder shall not: (a) make the Services available to any third party other than Users; (b) sell, resell, rent or lease the Services; (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (d) use the Services to store or transmit Malicious Code; (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; or (f) attempt to gain unauthorized access to the Services or their related systems or networks.
3. Fees and Payment.
- 3.1 Fees. Builder will pay the fees specified in the applicable Order Form and any fees due and owing Sagetap under Section 3.2 or Section 3.3 hereof. All payments are due in U.S. Dollars within ten (10) days of Builder’s receipt of an undisputed invoice, unless otherwise specified in an Order Form.
- 3.2 Referral Fees. In the event Builder hires a Sage as an employee, consultant, or in an advisory role within one (1) year of connecting with or being introduced to such Sage via Builder’s use of the Services (a “Qualified Sage Hire”), Builder shall pay the Company a referral fee equal to 15% of the cash component of the first-year base salary or consulting or advisory fee, as the case may be, payable from Builder or its Affiliates to such Sage (the “Referral Fee”). Within 48 hours of a Sage accepting a Qualified Sage Hire Builder shall notify the Company of: (i) the date of such hire; and (ii) the Sage’s agreed upon first-year cash compensation, within thirty (30) days of such Sage’s acceptance of an offer. The Referral Fee shall be due and payable within thirty (30) days of receipt of an undisputed invoice. Any information learned by Sagetap pursuant to this Section 3.2 shall be subject to the confidentiality provision in Section 4 below.
- 3.3 Sales Commission. If Builder consummates the sale of its products or services to a Sage or the employer of a Sage within one (1) year of Builder’s introduction to the Sage via the Services (a “Qualifying Sage Sale”), Builder shall pay Sagetap a sales commission equal to 15% of the price paid, or obligated to be paid, by the Sage or Sage’s employer during the first year of the term of the sales agreement (the “Sales Commission”). Within 48 hours of the consummation of a Qualifying Sage Sale, Builder shall report such Qualifying Sage Sale to Sagetap, including: (i) the price paid by the Sage or Sage’s employer for the Qualifying Sage Sale, and (ii) if applicable, the term of any agreement regarding the Qualifying Sage Sale. The Sale Commission shall be due and payable within thirty (30) days of receipt of an undisputed invoice. Any information learned by Sagetap pursuant to this Section 3.3 shall be subject to the confidentiality provision in Section 4 below.
- 3.4 Taxes. Unless otherwise stated, the fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Builder is responsible for paying all Taxes associated with its purchases hereunder.
- 3.5 Notices. Any notices Builder is required to provide pursuant to Section 3.2 or Section 3.3 shall be sent to firstname.lastname@example.org.
4. Confidentiality; Proprietary Rights.
- 4.1 Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”) during the Term and in connection with this Agreement, whether orally or in writing, 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 of Builder shall include Builder Data; Confidential Information of Company shall include the Services and any information obtained by Builder during any Sessions; Confidential Information of each party shall include the terms and conditions of this Agreement as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Customer Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
- 4.2 Nondisclosure. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who are subject to confidentiality obligations no less stringent than those herein. Additionally, Company shall provide prompt notification to Customer of any unauthorized access to or disclosure of Builder Confidential Information.
- 4.3 Governmental Order. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
- 4.4 Injunctive Relief. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Receiving Party agrees that such breach would cause Disclosing Party irreparable injury, for which monetary compensation would not provide adequate compensation, and Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, without proving actual damage or posting bond or other security, it being specifically acknowledged by the parties that any other available remedies are inadequate.
- 4.5 No Ownership or License. This Agreement does not transfer ownership of Confidential Information or grant a license thereto to the Receiving Party except to the extent that another section of this Agreement specifically provides to the contrary.
- 4.6 Company Proprietary Rights. Subject to the limited rights expressly granted hereunder, the Company reserves all rights, title and interest in and to the Services, including all related intellectual property rights. Furthermore, the Company retains ownership of any and all content created or transmitted by Sages during a Session (the “Session Content”). The Company hereby grants to Builder a limited, royalty-free, sublicensable and transferable non-exclusive license to use the Session Content: (a) for marketing purposes; (b) for the development and improvement of Builder’s products and services; and (c) for Builder’s own internal business purposes. No rights are granted to Builder hereunder other than as expressly set forth herein.
- 4.7 Builder Proprietary Rights. Builder shall own and retain all right, title, and interest in and to any data, reports, and analyses derived from its use of the Services (the “Derived Product”). Builder hereby grants to the Company a limited, royalty-free, non-exclusive license to use the Derived Product: (a) for marketing purposes; (b) as necessary for to provide the Services in accordance with this Agreement; and (c) for its own internal business purposes, provided that all Derived Product shall at all times be subject to the confidentiality obligations contained herein. Builder exclusively owns all rights, title and interest in and to all Builder Data. Notwithstanding anything to the contrary herein, the Company may use the Builder Data to the extent necessary to: (a) provide the Services to Builder and its Users; and (b) in aggregated and anonymized form for its internal business purposes, including providing and optimizing the Services, development of future products and services, performing analytics, and marketing. The Company may refuse to accept or to transmit any Builder Data or delete any Builder Data from the Services at any time, if it determines in its sole discretion that the Builder Data is in violation of this Agreement or is otherwise inappropriate.
- 4.8 Restrictions on Use. Builder shall not: (i) permit any third party to access the Services except as permitted herein or in an Order Form; (ii) create derivative works based on the Services; (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Builder’s own intranets or otherwise for its own internal business purposes; (iv) reverse engineer the Services; or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.
- 4.9 Usage Data. Notwithstanding anything to the contrary, the Company shall have the right to collect and analyze data, including, without limitation, Session Metadata (as defined in the Website Terms), relating to the provision, use, and performance of the Services and related systems and technologies (collectively, “Usage Data”), and Company will be free (during and after the term hereof) to: (i) use Usage Data as necessary to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings; (ii) disclose Usage Data solely in aggregate and anonymized form in connection with its business; and (iii) market the Services or future products or services. The Company shall own all Usage Data, and no rights or licenses are granted except as expressly set forth herein.
- 4.10 Builder Feedback. The Company own all right and title to any suggestions, enhancement requests, recommendations or other feedback or content provided by Builder, including Users, relating to the operation of the Services (“Feedback”). The Company shall have the right to use or incorporate any Feedback for any purpose it sees fit, including (i) to improve or enhance the Services, (ii) develop and enhance new products or services, and (iii) for marketing purposes.
5. Representations and Warranties; Disclaimers.
Each party represents and warrants that it has the legal power to enter into this Agreement.
THE SERVICES AND SESSION CONTENT ARE PROVIDED “AS IS” AND, EXCEPT AS EXPRESSLY PROVIDED HEREIN, SAGETAP MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
6. Mutual Indemnification.
- 6.1 Company Indemnification. The Company shall defend and hold harmless Builder, its Affiliates, and its and their officers, directors, employees, and agents (“Builder Indemnified Parties”) from and against any claim of whatever nature or character (each, a “Claim”), and indemnify the Builder Indemnified Parties against any loss, liability, judgment, penalty, damage or expense (including reasonable attorneys’ fees and costs) awarded by a court of competent jurisdiction or agreed to in a good faith settlement (“Losses”), in each case, arising out of or related to any third-party claim, suit, action or other proceeding (an “Action”) brought against any Builder Indemnified Party alleging or arising out of an allegation: (i) that the Services infringe on any intellectual property right of a third-party, except to the extent such an Action results from an unauthorized use, modification, or combination thereof by a Builder Indemnified Party in violation of this Agreement or applicable laws; or (ii) a breach of the Company’s representations and warranties in Section 5.
- 6.2 Builder Indemnification. Builder shall defend and hold harmless the Company, its Affiliates, and its and their officers, directors, employees, and agents (“Company Indemnified Parties”) from and against any Claim, and indemnify the Company Indemnified Parties against any Losses, in each case, resulting from any third-party Action brought against any Company Indemnified Party alleging or arising out of an allegation: (i) that the Builder Data or Builder’s unauthorized use, modification, or combination of the Services by a Builder Indemnified Party (in each case, in violation of this Agreement or applicable laws) infringes any intellectual property right of any third-party; (ii) a breach of Builder’s confidentiality obligations set forth in Section 4; (iii) a breach of the Builder’s representations and warranties in Section 5; or (iv) any indemnifiable obligations under Section 12 of the Website Terms.
- 6.3 Remedy. This Section 6 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of Claim described in this section.
7. Limitation of Liability.
THE SERVICES ARE ONLY A VENUE FOR CONNECTING SERVICE USERS. EXCEPT FOR (I) DAMAGES ARISING FROM BREACHES OF CONFIDENTIALITY OBLIGATIONS IN SECTION 4, (II) EACH PARTY’S INDEMNIFICATION OBLIGATIONS IN SECTION 6 OR FOR BODILY INJURY OF A PERSON, OR (III) BUILDER’S OBLIGATION TO PAY FEES PURSUANT TO SECTION 3, IN NO EVENT SHALL EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER DUE TO NEGLIGENCE OR OTHERWISE, OR IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE LOWER OF: (I) THE TOTAL FEES PAID BY BUILDER TO THE COMPANY DURING THE SIX MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE; OR (II) ONE HUNDRED DOLLARS ($100), TO THE EXTENT PERMITTED BY LAW. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
8. Term and Termination.
- 8.1 Term. This Agreement commences on the Effective Date and continues until all User subscriptions granted in accordance with this Agreement or any Order Form have expired or been terminated. User subscriptions commence on the start date specified in the applicable Order Form and continue for the term specified therein.
- 8.2 Termination. Either party may terminate this Agreement or any outstanding Order Form upon at least 30 days’ prior written notice to the other party.
9. General Provisions.
- 9.1 Independent Contractors. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect whatsoever.
- 9.2 Publicity and Use of Name. Notwithstanding any other provisions of this Agreement, Sagetap has the right to identify Builder on the Site, in a press release, case studies, marketing materials, and in connection with fund raising. Sagetap may use Builder’s name, refer to the existence of this Agreement, and/or using an exact copy of Builder’s corporate logo to identify Builder on the Site. At Builder’s request, its logo will be associated with a link to the Builder’s website.
- 9.3 Notice. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
- 9.4 No Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
- 9.5 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
- 9.6 Assignment. This Agreement is not assignable, transferable or sublicensable by either party except with the other party's prior written consent. Notwithstanding the foregoing, this Agreement may be assigned by either party, without consent of the other party, in connection with a merger, consolidation, sale of all of the equity interests of the party, or a sale of all or substantially all of the assets of the party to which this Agreement relates
- 9.7 Governing Law and Dispute Resolution. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. Should a dispute arise, the parties shall engage in good faith, informal dispute resolution for a minimum period of 30 days to resolve the dispute. Should the parties fail to resolve their dispute informally, they shall engage in mediation with JAMS, at their joint and equal expense. Should the mediation fail to resolve their dispute, the parties shall thereafter engage in binding arbitration with JAMS. The binding arbitration shall take place in San Francisco, California, or such other location as the parties mutually agree. To ensure minimal cost, the arbitration shall be in front of a single arbitrator and shall be conducted in accordance with JAMS’ Optional Expedited Arbitration Procedures. The binding arbitration shall be at the parties’ joint and equal expense, with attorneys’ fees and costs to the prevailing party upon conclusion.
- 9.8 Attorneys’ Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
- 9.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which, when so executed, shall be deemed to be an original and all of which, when taken together, shall constitute one Agreement. The parties consent to the use of electronic signatures.