User Terms of Service
Effective: September 1, 2023
These User Terms of Service (“User Terms”) govern your use of our online products and services (“Services”). You have been invited to use the Services by one of our customers (“Customer”). Each Customer has separately agreed to our Customer Terms of Service or entered into a written agreement with us to use the Services (“Customer Terms”). “We”, “our”, or “us” refers to the applicable Sage entity identified in the Customer Terms.
After a Customer invites you to use the Services and you accept these User Terms, you will be considered an “Authorized User” that is authorized to use the Services pursuant to these User Terms. If you do not accept these User Terms in their entirety, then you are not an Authorized User and may not use the Services.
1. Usage Rights
1.1 Access to the Services. The Customer Terms contain our commitment to deliver the Services to Customer. Once you become an Authorized User, and subject to the terms and conditions of these User Terms, you may access and use the Services. Your right to use the Services will continue until (i) Customer’s subscription for your use expires or terminates, or (ii) your access to the Services is terminated by Customer or us.
1.2 Your Responsibilities. You are responsible for: (i) maintaining the confidentiality of any access credentials that are in your possession or control; (ii) setting up appropriate internal roles, permissions, policies, and procedures for the safe and secure use of the Services, (iii) the activity of your individual users in the Services; and (iv) your individual users’ compliance with these User Terms. You must notify us promptly if you become aware, or reasonably suspect, that your account’s security has been compromised.
1.3 Restrictions. You shall not: (i) provide the Services to any third party, use the Services as a service bureau, or otherwise violate or circumvent any use limitations or similar restrictions set forth in the Services; (ii) derive the source code or use tools to observe the internal operation of, or scan, probe, or penetrate, the Services; (iii) copy, modify, or make derivative works of the Services; (iv) remove any proprietary markings or notices from any materials provided to you by us; (v) frame or mirror the Services or any part thereof; or (vi) use the Services: (a) to send spam, duplicative, or unsolicited messages in violation of applicable laws or regulations; (b) to store sensitive data such as bank account data, social security (or equivalent) numbers, and credit card data outside of the designated fields therefor; (c) to send or store material that violates the rights of a third party; (d) to send or store material containing viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs; or (e) for any other illegal or unlawful purpose. You may not knowingly facilitate or aid a third party in any of the foregoing activities.
2. Proprietary Rights and Data Processing
2.1 Services. Subject to the limited rights expressly granted hereunder, as between the parties Sage owns all rights, title, and interest, including all “Intellectual Property Rights” under (and as defined in) the Customer Terms, in and to the Services (including any configurations and customizations thereof). All rights not expressly granted in these User Terms are reserved by Sage.
2.3 Data Analytics. Sage may collect data resulting from your use of the Services, such as metadata, performance metrics, and usage trends or volume (“Usage Data”). Sage may use Usage Data for its legitimate business purposes, provided that, except to provide or bill for the Services, to share your Usage Data as and to the extent we may share Customer Usage Data under (and as defined in) the Customer Terms, or as required by law, any external disclosure or use of Usage Data by Sage will be in an aggregated form that does not identify or otherwise permit the identification of you or other persons, unless you consent otherwise or initiate the sharing of Usage Data yourself.
2.4 Product Development. Subject to our confidentiality obligations under the Customer Terms, Sage may use Customer Data for product research, development, and innovation. You acknowledge that we may process Customer Data (including personally identifiable information about individuals) pursuant to this section as input into the Services and you consent to such processing of Customer Data in its original or unredacted form.
2.5 Feedback. You may, but are not required to, provide Sage or its authorized resellers or subcontractors with ideas, suggestions, requests, recommendations, or feedback about the Services (“Feedback”). If you do so, you grant Sage a non-exclusive, worldwide, perpetual, irrevocable license to use, reproduce, incorporate, disclose, and sublicense the Feedback for any purpose.
3. Confidentiality and Data Security
3.1 Confidential Information. “Confidential Information” means all information of a party or its affiliates (“Discloser”) disclosed to the other party or its affiliates (“Recipient”), 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. The Services are our Confidential Information.
3.2 Exceptions. Confidential Information excludes: (i) information that was known to the Recipient without a confidentiality restriction prior to its disclosure by the Discloser; (ii) information that was or becomes publicly known through no wrongful act of the Recipient; (iii) information that the Recipient rightfully received from a third party authorized to make such disclosure without restriction; (iv) information that has been independently developed by the Recipient without use of the Discloser’s Confidential Information; and (v) information that was authorized for release in writing by the Discloser.
3.3 Confidentiality Obligations. The Recipient will use the same degree of care and resources as it uses for its own confidential information of like nature (but no less than reasonable care) to protect the Discloser’s Confidential Information from any use or disclosure not permitted by these User Terms or authorized by the Discloser. The Recipient may disclose the Discloser’s Confidential Information to its employees, affiliates, and service providers who need access to such Confidential Information to effect the intent of these User Terms, provided that they are bound by confidentiality obligations no less restrictive than those herein. Recipient shall be responsible for any breach of this section by its employees, affiliates, and service providers.
3.4 Disclosure Required by Law. The Recipient may disclose Confidential Information to the extent required by court or administrative order or law, provided that the Recipient provides advance notice thereof (unless requested or ordered not to do so by law enforcement or a court) and reasonable assistance, at the Discloser’s cost, to enable the Discloser to seek a protective order or otherwise prevent or limit such disclosure.
3.5 Injunctive Relief. A breach of the Recipient’s confidentiality obligations may cause irreparable damage, which money cannot satisfactorily remedy, and therefore the Discloser may seek injunctive relief for any threatened or actual breach of section 3.3 without the need to prove damages or post a bond or other surety.
3.6 Data Security. We will maintain and enforce an information security program for the protection of Customer Data, including commercially reasonable administrative, physical, and technical measures designed to (i) protect the confidentiality, availability, and integrity of Customer Data, (ii) restore the availability of Customer Data in a timely manner in the event of a physical or technical incident, and (iii) ensure the proper disposal and destruction of Customer Data. We will notify the Customer that invited you to use the Services, as required by applicable law, of any actual or reasonably suspected breach of security known to us that has resulted in, or creates a reasonable risk of, unauthorized access to Customer Data without undue delay, consistent with the legitimate needs of law enforcement and with any measures necessary to determine the scope of the breach and to restore the integrity of the Services.
3.7 Non-Sage Equipment. over the internet via networks only part of which are within our control. Our obligations in section 3.6 apply only to networks and equipment within our control, and we are not responsible for any delay, loss, interception, or alteration of Customer Data on a network or infrastructure outside of our control.
4. Term and Termination
4.1 Term. These User Terms will remain in effect until (i) Customer’s subscription for your use of the Services expires or terminates, or (ii) your access to the Services is terminated by Customer or us.
4.2 Termination. Either party may terminate these User Terms (i) if the other party has materially breached these User Terms, upon written notice to the breaching party of the breach and, if such breach is curable, an opportunity to cure of at least 30 days, or (ii) upon written notice to the other party if the other party becomes the subject of a petition in bankruptcy or another proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Additionally, we may terminate these User Terms upon written notice to you, including by terminating your access to the Services. If you materially breach this agreement, we may, without limitation of other rights and remedies, temporarily suspend or terminate your access to the Services or withhold further performance of our obligations under these User Terms.
4.3 Effect of Termination. On expiration or termination of these User Terms: (i) all applicable User licenses and other rights granted to you will immediately terminate; (ii) a party’s rights, remedies, obligations, and liabilities that have accrued up to the date of termination shall not be affected; and (iii) Recipient shall, at the request of Discloser, delete or destroy Discloser’s Confidential Information in its possession or control. Notwithstanding the foregoing, Recipient may retain Discloser’s Confidential Information (a) to the extent required by law or governmental authority, or (b) that is automatically stored in accordance with Recipient’s generally applicable backup policies (“Backup Media”). All Backup Media shall remain subject to the confidentiality obligations set forth herein, notwithstanding the expiration or termination of these User Terms, so long as it remains undeleted.
4.4 Survival. Sections 2, 3, 4, 6, and 7 will survive any expiration or termination of these User Terms.
5.1 Authority. Each party represents to the other that it has the authority to enter into these User Terms, to carry out its obligations under it, and to give the rights and licenses granted herein.
5.2 DISCLAIMER OF ALL OTHER WARRANTIES. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND IS ONLY FOR COMMERCIAL USE, SUBJECT TO ANY RESTRICTIONS IN THESE USER TERMS. WE, ON BEHALF OF OURSELVES, OUR AFFILIATES, AND LICENSORS, DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL OTHER REPRESENTATIONS, WARRANTIES, AND GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE (I) OF MERCHANTABILITY OR SATISFACTORY QUALITY, (II) OF FITNESS FOR A PARTICULAR PURPOSE, (III) OF NON-INFRINGEMENT AND (IV) ARISING FROM CUSTOM, TRADE USAGE, COURSE OF PRIOR DEALING, OR COURSE OF PERFORMANCE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE, OUR AFFILIATES, AND LICENSORS DO NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE SERVICES AND/OR THE INFORMATION OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS OR PRODUCE PARTICULAR OUTCOMES OR RESULTS, OR THAT THE SERVICES WILL PRODUCE ERROR-FREE MACHINE-GENERATED ANALYSES, BENCHMARKS, OR INSIGHTS. WE ARE NOT RESPONSIBLE FOR ANY ISSUES WITH THE SERVICES THAT ARISE FROM CUSTOMER DATA. YOU ACKNOWLEDGE THAT WE DO NOT PROVIDE ANY ACCOUNTING, TAXATION, FINANCIAL, INVESTMENT, LEGAL, OR OTHER ADVICE TO YOU OR ANY THIRD PARTY.
6. Limitation of Liability
6.1 Limitations. THE PARTIES AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EITHER PARTY’S AGGREGATE LIABILITY SHALL NOT EXCEED $1,000.
6.2 Scope. The exclusions and limitations above apply to all causes of action, whether arising from breach of contract, tort, breach of statutory duty, or otherwise, even if such loss was reasonably foreseeable or if one party had advised the other of the possibility of such loss, provided that nothing in these User Terms shall limit or exclude any liability which cannot be excluded or limited as a matter of law. A party may not circumvent the limitations of liability herein or receive multiple recovery under these User Terms by bringing separate claims or claims on behalf of its affiliates.
7. General Provisions
7.1 Compliance with Laws. Each party shall comply with all applicable laws and regulations in relation to the Services, including applicable sanctions (including those of the Office of Foreign Assets Control (OFAC), the United Nations, the United Kingdom and the European Union), anti-bribery, anti-corruption, and tax evasion laws, provided, however, that our compliance with the Health Insurance Portability and Accountability Act of 1996, as amended, requires a separate written agreement by us. Each party shall maintain appropriate controls and procedures to be able to demonstrate compliance with such laws and regulations. The Services may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it and its affiliates are not named on any denied-party (or similar target sanctions) list. You shall not permit individuals to access or use the Services in any country or territory that is subject to government-wide or comprehensive sanctions by the United States, the United Kingdom, or the European Union. Any breach of this section is a material breach of these User Terms.
7.2 U.S. Government Users. The Services and our Confidential Information are commercial items. If they are being used by or on behalf of the U.S. Government, then the U.S. Government’s rights in them will be only those specified in these User Terms, consistent with FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable.
7.3 Unfair Competition. You may not use the Services or any materials provided by us to build a competitive product or service or to benchmark with a non-Sage product or service.
7.4 Assignment. Neither party may assign any rights or obligations under these User Terms without the other party’s prior written consent, except that a party may assign these User Terms in its entirety in connection with a merger, acquisition, spin-off, corporate reorganization, or restructuring, or sale of substantially all of its assets. Any attempted assignment in breach of these User Terms shall be void.
7.5 Remedies Not Exclusive. Except as expressly set forth herein, any remedy in these User Terms is not exclusive of any other available remedy.
7.6 Third Party Beneficiaries. Certain of the Services may be provided by our affiliates. In such case, each such affiliate shall be a third-party beneficiary of these User Terms to the extent of such Services. Except as expressly set out in these User Terms, a person who is not a party to these User Terms will have no rights to enforce it.
7.7 Entire Agreement. These User Terms constitute the entire agreement between the parties regarding their subject matter and supersede all prior or contemporaneous written and oral agreements, negotiations, and discussions between the parties regarding the subject matter herein. The parties acknowledge that in entering into these User Terms they have not relied on and will have no rights or remedies in respect of any statement, representation, assurance, or warranty other than as expressly set out in these User Terms. Nothing shall limit or exclude either party’s liability for fraud.
7.8 Severability. If any provision of these User Terms is held to be invalid, illegal, or unenforceable, then to the extent possible such provision shall be construed to reflect the intent of the original provision, with all other provisions in these User Terms remaining in full force and effect.
7.9 No Partnership or Agency. Each party is an independent contractor, and neither party has any authority to act on behalf of the other. Neither party will represent itself as agent, servant, franchisee, joint venture, or legal partner of the other. We are entering into these User Terms as principal and not as agent for any other Sage company, and claims under these User Terms may be brought only against us and not against any of our affiliates.
7.10 Waiver. A party’s failure or delay to exercise any right under these User Terms will not act as a waiver of such right. Rights may only be waived in writing signed by the waiving party.
7.11 Force Majeure. Notwithstanding any provision contained in these User Terms, neither party will be liable to the other to the extent performance of any obligations under these User Terms is delayed or prevented by a Force Majeure event. “Force Majeure” means an act of God (e.g., a natural disaster, accident, or epidemic) or another event outside of reasonable control of the party seeking excuse of performance (e.g., acts of war, terrorism, government authority, or by another third party outside the party’s control).
7.12 Updates. From time to time, we may amend these terms. We will notify you of any material changes by promptly sending an email or posting a notice in the Services. By continuing to access or use the Services after such notice, you are indicating that you agree to be bound by the modified terms.
7.13 Governing Law; Dispute Resolution. The validity, construction, and application of these User Terms will be governed by the internal laws of the State of Georgia, excluding its conflict of laws provisions. The parties agree to resolve all disputes related to these User Terms by binding individual arbitration before one arbitrator and will not bring or participate in any representative action. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules, and shall take place in Atlanta, Georgia. Any challenge to arbitrability shall be decided by the arbitrator. Judgment on the arbitration award may be entered in any court having jurisdiction. In the event a party seeks injunctive relief from a court, the parties consent to the exclusive jurisdiction and venue of the federal and state courts located in Atlanta, Georgia. For the avoidance of doubt, the United Nations Convention on Contracts for the International Sale of Goods shall not apply.
7.14 Interpretation. Headings are for convenience only and may not be used in interpretation. The words “such as” and “including” do not signify limitation. These User Terms shall not be interpreted against the drafter.