Members Agreement

Sagetap, Inc.

Terms and Conditions of Sage Membership

Last updated: August 28, 2026

THIS IS A BINDING CONTRACT. PLEASE READ CAREFULLY AND ACCEPT BY CLICKING ON THE “I AGREE” OR SIMILAR BUTTON.

These Terms and Conditions of Sage Membership (“Terms & Conditions”) constitute a legally binding agreement between you and Sagetap, Inc. (together with its affiliates, “Sagetap”, “we,” “our” or “us”) governing your access to and use of our products, services, and website (the “Site” and collectively with the foregoing, the “Services”). You acknowledge and agree that access to and use of the Services is subject to the Sagetap, Inc. Terms of Use, located at https://sagetap.io/termsofuse (the “Website Terms of Use”) and are incorporated herein by reference. Any term used but not defined herein shall have the meaning ascribed to such terms in the Website Terms of Use.

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 web-based platform enabling Vendors (as defined below) to hold Sessions (as defined below) with Sages, enabling Vendors to generate qualified pipeline and gain actionable feedback on their positioning and messaging.

“Sages”, like you, are industry-leading technology buyers and end-users who use their expertise to provide feedback on technology pitches to Vendors.

“Sessions” are recorded video conferences (“Recordings”) wherein (a) Vendors present their technology pitches to Sages and receive feedback on their technology pitches or (b) Sages discuss technology pitches and products amongst themselves. The Recordings of Sessions are then transcribed into text format (“Transcripts” and together with the Recordings and all Sage Content therein, the “Session Materials”). All comments, feedback, and other content submitted or otherwise provided (whether before, during or after a Session) by a Sage in whatever format (including, but not limited to, verbal, visual, and textual content) and made available via the Services, including but not limited to a Sage’s post-Session feedback, is referred to herein as “Sage Content”.

“Vendors” are product teams who use our Services to be matched with Sages to drive pipeline, obtain feedback on their technology pitch and to drive future sales.

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 Vendor; (ii) you have no authority to act on behalf of Sagetap; (iii) you are not eligible for any Sagetap or Vendor employment benefits based on your participation as a Sage; (iv) you shall not identify any Vendor 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; and (vii) you agree that your Session will be recorded. 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.

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:

1. 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 Vendor you reasonably believe to be a direct competitor of that company in each case without the express written consent of the company and Sagetap.
2. 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.
3. 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.
4. 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 separately record or transcribe or permit any third party to join (except with prior consent from applicable Vendor) your Sessions with Vendors; provided, however, that you may download Recordings and Transcripts for use in accordance with the terms hereof.

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:

1. Convicted of, plead guilty to, or admitted to committing, a felony or any offense involving dishonesty or deception (e.g., theft, fraud, etc.);
2. 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
3. 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 cs@sagetap.io. 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 Vendor, you must discontinue your participation and notify Sagetap immediately by emailing cs@sagetap.io. 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 (including but not limited to all Sage Content) and Vendor’s trade secrets, confidential and proprietary information, and all other information and data of Sagetap or Vendor 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 Vendor 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:

1. Accurate and complete biographical information, including but not limited to your name, phone number, email address, residential mailing address, and other such information as Sagetap may request;
2. A description of your technical background, which may include a resume, your educational credentials, your employment experience, your job title, and other information necessary to establish your technical qualifications as a Sage;
3. A URL link to your personal LinkedIn profile page; and
4. Updated information as it changes.

Sagetap or Vendors 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 Vendor unless your Sage Information is accurate, complete, and current. You understand that Sagetap, Vendors, 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.

Vendors 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 Vendor Disclosures”). You authorize Vendors, or Sagetap on their behalf, to make Required Vendor Disclosures and you agree to provide any additional information necessary to complete any Required Vendor 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 Vendor compliance policies, and to tell you about Sagetap’s business.

7. Data Protection

Sagetap will Process (as defined in the Privacy Policy) Sage information in accordance with the Sagetap, Inc. Privacy Policy, located at https://sagetap.io/privacy-policy (the “Privacy Policy”), which is incorporated herein by reference. In the course of providing services, complying with its own contractual and regulatory obligations, and operating its business, Sagetap may Process Personal Data (as defined in the Privacy Policy) in accordance with applicable data protection laws. Further information about Sagetap’s Processing activities can be found in the Privacy Policy, which is available on the Sagetap website.

The Privacy Policy sets out relevant information regarding: (a) the collection and creation of Personal Data by, or on behalf of, Sagetap; (b) the categories of Personal Data processed; © the lawful basis for such Processing; (d) the purposes of such Processing; (e) the disclosure of Personal Data to third parties (including Processors (as defined in the Privacy Policy)); (f) the international transfer of Personal Data; (g) the data security measures applied by Sagetap; (h) Sagetap’s compliance with the principles of data accuracy, data retention and data minimization; (i) the your rights with respect to your Personal Data; (j) contact details for enquiries and the exercise of data protection rights; and (k) related information. The Privacy Policy may be updated or revised from time to time without prior notice. You are encouraged to review the Privacy Policy periodically.

You agree to Process Personal Data you receive from Sagetap or any Vendor in accordance with the applicable provisions of these Terms & Conditions and the Privacy Policy.

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.

Sessions are of two types. A “Paid Research Session” is a Session that Sagetap designates as compensable at the time the invitation is extended to you, and in which you provide research, feedback, or evaluation regarding a Vendor’s technology, positioning, or messaging. An “Unpaid Session” is any other Session, including without limitation sales meetings, introductory meetings, product demonstrations, and Sessions arising from initiatives you have created. Sagetap will identify whether a Session is a Paid Research Session or an Unpaid Session before you accept it.

Unless otherwise agreed in writing by Sagetap, you earn credits for each Paid Research Session you complete, at a fixed rate determined by Sagetap in its sole discretion. Your applicable rate is displayed in your Account and is shown to you when you engage with any Session opportunity. Sagetap may change your rate at any time, and any change will apply only to Sessions you accept after the revised rate has been displayed to you. You earn credits only for the time you spend interacting with Vendors in Paid Research Sessions. You will not earn credits for preparation time, wait time, time set aside if a Session with a Vendor does not occur, or for any Unpaid Session. Credits are earned, redeemed, and administered in accordance with Section 11. 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 Vendor 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 Vendor contacts you without having arranged the Session through Sagetap, and you consult with the Vendor, you are not eligible for credits or payment from Sagetap, even if the call is a follow-up to a recent Session that was arranged through Sagetap. Vendors are not authorized to expand the scope of a Session except with Sagetap’s written authorization.

9. AI Features

The Services contain AI Features (as defined below) which are useful or necessary to provide the Services. The Company will not use, and the Company contractually restricts the AI Providers (as defined below) from using, Sage Information for training or otherwise improving such AI Provider’s services for general use. Company and the AI Providers, as applicable, exclusively own all right, title, and interest (including, but not limited to, intellectual property rights) in and to the AI Features, and except for the rights to use provided in the Agreement, no other rights or permissions to any of the AI Features are granted.

“AI Features” means features, functionality and capabilities offered as a part of the Services that utilize artificial intelligence, machine learning or similar technologies developed by AI Providers.

“AI Providers” means the third-party service providers of AI Features.

“Output” means any information, analysis, results, insights, and any other data or information provided by AI Features.

10. Intellectual Property

Subject to the limited rights expressly granted hereunder, Sagetap reserves all right, title and interest (including, but not limited to, intellectual property rights) in and to the Services, the Session Materials, Sage Content, Session Metadata (as defined below), Output, and all improvements, modifications, enhancements, and derivative works of the foregoing. You represent that all Sage Content that you submit, upload to the Services, or otherwise provide to a Vendor or to Sagetap, whether orally or in writing, is your intellectual property or you have obtained any necessary permissions or licenses to such Sage Content. You are solely responsible for your Sage Content, and you agree not to submit Sage 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.

You hereby assign, convey, and transfer to Sagetap all right, title and interest in and to the Sage Content and agree that any Sage Content shall be solely owned by Sagetap. You acknowledge and agree that Sagetap may post any Sage Content to the Services for any purpose, including posting Sage Content to Vendor accounts and profiles viewable by other Service Users. 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 Sage Content for any legal purpose, which may include sub-licensing or assigning Sagetap’s rights in the Sage Content to Vendors. Without limiting the foregoing, you agree that Sagetap is free to use any ideas, concepts, know-how, or techniques contained in any Sage Content you transmit to a Vendor 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 Sage Content and information you create for a Vendor 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 Vendors (“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 fundraising. 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.

11. Credits and Redemption

Earning credits. You earn credits for each Paid Research Session you complete, at the rate set forth in Section 8. Credits are recorded in your Account and become available for redemption once the applicable Session is completed and any applicable review period has passed.

Redeeming credits. Credits may be redeemed, at your election and subject to any minimum balance, timing, or other conditions displayed in your Account, either: (a) for cash, paid to you by the method Sagetap makes available from time to time; or (b) for peer calls with other Sages or other offerings made available to Sages, as determined by the Company in its sole and absolute discretion. The cash value of a credit and any applicable redemption conditions are displayed in your Account. You are responsible for providing and maintaining accurate and current payment details in your Account. Sagetap endeavors to release cash redemptions as promptly as possible following your request. If you have any questions about the status of a redemption, you should contact cs@sagetap.io.

Employer policies. If you are employed, you must follow your employer’s policies that may relate to your receipt of credits or compensation from Sagetap, including any policies requiring disclosure of, pre-approval of, or refusal of outside compensation.

Disputes, withholding and recovery. In the event that a Vendor disputes your quality of work during a Session, Sagetap may withhold or revoke credits, or suspend redemption of credits, 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 a Sagetap representative for at least thirty (30) days before initiating any proceeding. You further understand and agree that you have no right to receive or redeem credits 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 or redeemed credits for Sessions involving such violations, Sagetap shall have the right to recover such amounts in full. Sagetap reserves the right to suspend or terminate any Account pending the resolution of any dispute.

Credits following termination. Upon termination of your Account, you may redeem any credits that have been earned, are available for redemption, and are not subject to an unresolved dispute, for a period of ninety (90) days following the effective date of termination. Thereafter, unredeemed credits will be forfeited to the extent permitted by applicable law.

Taxes and reporting. You are a non-agent independent contractor, and no amounts will be withheld for taxes from credits you earn or from cash you receive on redemption. You are responsible for paying any applicable taxes in your jurisdiction on credits you earn or redeem from Sagetap, in accordance with applicable law and, if applicable, you agree to provide Sagetap with evidence of such tax payments upon Sagetap’s request. As a condition of redeeming credits for cash, you agree to provide Sagetap with any tax documentation it reasonably requests, including a completed IRS Form W-9 or Form W-8BEN (or successor forms) as applicable, and you acknowledge that Sagetap may be required to report amounts paid to you to taxing authorities, including on IRS Form 1099. You should consult your own tax advisor to determine your tax obligations regarding credits earned or redeemed 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.

13. Indemnification

1. 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.
2. 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 the Sage Content or the use of the Sage 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. Term and Termination

These Terms & Conditions commence on the Effective Date and shall continue in effect until the earlier of: (a) termination in accordance with these Terms & Conditions; or (b) the expiration or termination of all outstanding Order Forms.

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 at least thirty days’ prior written 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.

Upon termination: (i) all undisputed Fees owed by Sage for the Services up to and including the effective date of termination shall become payable; and (ii) Sage shall not be entitled to any refund of any prepaid Fees; provided, however, that Sage shall be entitled to a refund of that portion of prepaid Fees, if any, attributable to the remaining, unused portion of Services following Sage’s early termination for Company’s confirmed uncured material breach. Following termination, the Company retains the right and license to use all Sage Content in accordance with the Privacy Policy, these Terms & Conditions, and the Website Terms.

15. Standard Plan

If you have registered with the Company to access the Company’s standard subscription tier (the “Standard Plan”), then there are no subscription fees or charges associated with your use of such version of the Service. Your use of the Standard Plan will be restricted to such features determined by the Company in its sole and absolute discretion, and you hereby agree to provide the Company with Sage Content related to your use of the Services.

Notwithstanding anything to the contrary, in connection with such use of the Standard Plan: (1) no subscription fees will apply; (2) the Services are provided “AS IS” and no warranty obligations of Company will apply; (3) your use of the Standard Plan is subject to the terms set forth in your Account and these Terms & Conditions; and (4) you may terminate your Account and these Terms & Conditions by providing Company written notice at any time.

For the avoidance of doubt, the absence of subscription fees under the Standard Plan does not affect your eligibility to earn or redeem credits for Paid Research Sessions under Sections 8 and 11.

16. General Provisions

1. Entire Agreement; Conflicts. These Terms & Conditions, including the Website Terms and the Privacy Policy, any order form between you and the Company (each, an “Order Form”), and any other terms and conditions agreed to between you and Sagetap, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. All waivers, modifications or amendments to these Terms & Conditions must be in a writing signed by both parties, except as otherwise provided herein. To the extent of any conflict or inconsistency between these Terms & Conditions and the Website Terms, these Term & Conditions shall prevail.
2. No Agency; No Employment. No agency, partnership, joint venture, employer-employee relationship or franchiser-franchisee relationship is intended or created by these Terms & Conditions.
3. 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.
4. 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.
5. 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.
6. 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 these Terms & Conditions will otherwise remain in full force and effect and enforceable.
7. Survival. Following termination, Sagetap retains the right and license to use all Content and Sage Information in accordance with the Privacy Policy, these Terms & Conditions, and the Website Terms. The following sections of these Terms & Conditions shall survive termination: Section 4 (Sage Representations), Section 5 (Confidential Information), Section 6 (Sage Information), Section 10 (Intellectual Property), Section 11 (Credits and Redemption), Section 12 (Disclaimer of Warranties; Limitation of Liability), Section 13 (Indemnification), Section 14 (Term and Termination), Section 15 (Standard Plan), and Section 16 (General Provisions).

By accepting 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.

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