These Terms of Use (the “Terms”) are a binding contract between you or the entity you represent (collectively, “you”) and Elder Technologies, Inc. (together with its affiliates, “Sage,” “we”, “our” and “us”). Please carefully review these Terms, as these Terms apply to your access to and use of our websites (including, without limitation, https://www.hellosage.com/, and any other websites owned or controlled by us that link to these Terms) (each, a “Website” and collectively, the “Websites”) and any associated features, functionalities, user interfaces, downloads, applications, digital properties and other online services (collectively with the Websites and all Sage Property (as defined below), the “Services”) which are owned or controlled by us, and any content made available through the Services (“Content”).In addition to these Terms, our Privacy Policy, and, in some instances, separate guidelines, rules, or terms that are posted on the Services or made available to you (individually and collectively, “Additional Terms”), apply to your access to and use of the Services, in whole or in part, and/or to Content made available through the Services, in whole or in part. In the event of a direct conflict between these Terms and any Additional Terms, the Additional Terms shall govern, but solely with respect to the Service(s) at issue.‍

BY CLICKING “I ACCEPT”, OR OTHERWISE DOWNLOADING, ACCESSING, OR USING ANY SERVICES, YOU ACKNOWLEDGE YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THESE TERMS AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THESE TERMS, INCLUDING THE MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 13, DO NOT DOWNLOAD, ACCESS, OR USE THE SERVICES OR ANY CONTENT MADE AVAILABLE THROUGH THE SERVICES. ‍

In order to use the Services or access any Content, you must be 18 years or older (or the age of legal majority where you live) (the “Eligible Age”), or be at least 16 years old and have your parent’s or legal guardian’s consent.  If you are under the age of 16, you are prohibited from accessing or using the Services or any Content made available through the Services.

Notice Regarding Medical Advice

‍THE SERVICES DO NOT PROVIDE MEDICAL OR OTHER LICENSED PROFESSIONAL ADVICE. NOTHING STATED OR POSTED IN THE CONTENT OR SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE. THE CONTENT AND SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY. THE CONTENT AND SERVICES ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF INFORMATION YOU HAVE OBTAINED THROUGH THE CONTENT OR SERVICES. RELIANCE ON THE SERVICSE AND ANY CONTENT IS SOLELY AT YOUR OWN RISK. INFORMATION PROVIDED THROUGH THE CONTENT AND SERVICES DOES NOT CREATE A DOCTOR-PATIENT RELATIONSHIP BETWEEN YOU AND ANY OF THE HEALTH PROFESSIONALS AFFILIATED WITH THE SERVICES OR CONTENT (IF ANY).

IF YOU THINK YOU MAY HAVE A MEDICAL EMERGENCY, CALL YOUR DOCTOR OR 911 IMMEDIATELY.

1. Changes to these Terms.

We may make changes to these Terms from time to time. If we make changes, we will post the amended Terms to the Services and update the “Last Updated” date above. We may also attempt to notify you by other means, including by displaying a prominent notice within the Services, as applicable and appropriate under the circumstances. Unless we say otherwise in our notice, the amended Terms will be effective immediately upon posting and your continued access to or use of the Services or Content after the changes have been posted will constitute your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing or using the Services and any Content made available through the Services.If you have any questions about these Terms or the Services, please address them to bd@hellosage.com.

2. Eligibility

You must be at least 16 years of age to access or use the Services or Content. If you are at least 16 years old but under the Eligible Age, you may only access or use the Services or Content under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of an authorized user of the Services and/or Content (each, a “User”) who is under the Eligible Age, you agree to be fully responsible for the acts or omissions of such User in connection with the Services and Content. If you are accessing or using the Services or Content on behalf of another person or entity, you represent that you are authorized to accept these Terms on that person’s or entity’s behalf and that the person or entity agrees to be responsible to us if you or the other person or entity violates these Terms.

3. Accounts

In order to access some or all of the Services, you may need to create an account with the Services. If you register for an account, you agree to provide accurate account information and promptly update this information if it changes. You are solely responsible for all activities that occur under your account, password, and username – whether or not you authorized the activity – and you agree not to sell, transfer, or assign your account or any account rights to any third party. You also agree to maintain the security of your account credentials, and promptly notify us if you discover or suspect that someone has accessed your account or any of your account credentials without your permission. If you register an account on behalf of a company, the terms “you” and “your,” as used throughout these Terms, apply to both you and that company, and you agree that you are authorized to grant all permissions and licenses provided in these Terms (and any Additional Terms) and to bind that company to these Terms (and any Additional Terms).

4. Communications

When you communicate with us electronically, such as via email or through the Services, you consent to receive electronic communications from Sage in accordance with applicable law and any Additional Terms, including text messages, calls, and push notifications to the cellular telephone number you provide to us. These communications may include notices about products or services we provide (e.g., payment authorizations and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. 

5. Privacy

By downloading, accessing, or using the Services or Content, you acknowledge and accept our Privacy Policy (www.hellosage.com/privacypolicy), which discloses how we collect, use, and disclose information about you.

6. Use of Sage Property‍

6.1 Sage Property. The Services contain a variety of: (i) materials and other items relating to Sage and its products and services (and similar items from our licensors and other third parties), including all Content, layout, information, blog posts, articles, reports, demos, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Services, and the compilation, assembly, and arrangement of the materials of the Services and any and all copyrightable material (including source and object code); (ii) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of Sage (collectively, “Trademarks”); and (iii) other forms of intellectual property (all of the foregoing, collectively, “Sage Property”).

6.2 Ownership. The Services (including past, present, and future versions) are owned or controlled by Sage and our licensors and certain other third parties.  All right, title, and interest in and to the Sage Property is the property of Sage or our licensors or certain other third parties, and is protected by U.S. and/or international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws. Except as explicitly stated in these Terms or any Additional Terms, Sage, our licensors, and such other third parties reserve all rights in and to the Services.

6.3 Limited License. Sage Property is licensed, not sold, to you by Sage. Subject to your strict compliance with these Terms and any Additional Terms, Sage hereby grants to you a limited, non-exclusive, revocable, non-assignable, non-sublicensable, personal, non-transferable license to perform and/or display the Sage Property (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on supported devices for your personal, non-commercial use, or internal business purposes only solely through the Services or as otherwise expressly permitted by Sage, and to download such Sage Property (temporary storage only) solely to enable such performance and display (the “Limited License”). The Limited License shall remain in effect until and unless terminated by you or Sage.

6.4 Limitations. Unless specifically indicated otherwise, you may not sell, rent, lease, distribute, broadcast, publicly perform, publicly display, sublicense, or assign any rights to the Sage Property or any portion of it to any third party, and you may not remove or modify any proprietary notices or labels on the Sage Property or otherwise make any derivative uses of the Services. In addition, you may not use any data mining, robots, or similar data gathering or extraction methods or attempt to bypass, modify, defeat, or otherwise circumvent any digital rights management system or other content protection or features used as part of the Services. Any use of the Services other than as specifically authorized in these Terms (and any Additional Terms), without our prior written permission, is strictly prohibited and will automatically terminate the Limited License.

6.5 Prohibited Conduct

You are solely responsible for your conduct while accessing or using the Services.  You agree that you will not:

• Use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other Users from fully enjoying the Services or that could damage, disable, overburden, or impair the functioning of the Services in any manner;
• Reverse engineer any aspect of the Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of the Services;
• Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of the Services that you are not authorized to access;
• Copy, download, redistribute, reproduce, “rip”, record, transfer, display to the public, broadcast, or make available to the public any part of the Services, or otherwise make any use of the Services which is not expressly permitted under these Terms, any Additional Terms, or applicable law, or which otherwise infringes. Misappropriates or otherwise violates the intellectual property rights (such as copyright) in the Services, or any part thereof;
• Develop or use any third-party applications that interact with the Services without our prior written consent, including any scripts designed to scrape or extract data from the Services; or
• Bypass or ignore instructions contained in our robots.txt file, or equivalent restrictive technologies that control automated access to portions of the Services.

8. Unsolicited Submissions

Sage does not accept or consider unsolicited information, drawings, comments, suggestions, ideas, proposals, or concepts (collectively, “Unsolicited Submissions”). Sage requests that you do not submit any Unsolicited Submissions. However, by submitting Unsolicited Submissions to us on or through the Services, you hereby grant to Sage a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully-paid license to use, copy, record, disclose, sell, resell, sublicense, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, broadcast, translate, publicly display, and otherwise use and exploit all or any portion of your Unsolicited Submissions for the purposes of: (a) enabling us to operate and provide the Services as authorized by these Terms and any Additional Terms; and (b) using in connection with developing and/or improving the Services, in each case, in any format and channels now known or later developed and with any technology or devices now known or later developed, and to advertise, market, and promote the same, without compensation, credit, or notice to you.  Except as prohibited by applicable law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any Unsolicited Submissions, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights.

9. Third Parties

Certain Services may display, include, or make available content, data, information, applications, plugins, or materials from third parties (“Third-Party Materials”) or provide links to certain third-party websites. Any activities in which you engage in connection with any Third-Party Materials are subject to the privacy and other policies, terms and conditions of use and/or sale, and rules issued by the operator of the third-party websites.  By using the Services, you acknowledge and agree that Sage is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of such Third-Party Materials or third-party websites. The Sage Parties do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third-Party Materials or third-party websites, or for any other materials, products, or services of third parties. Third-Party Materials and links to other websites are provided solely as a convenience to you. You agree that you will not use any Third-Party Materials in a manner that would infringe or violate the rights of any other party, and that Sage is not in any way responsible for any such use by you.

10. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend (at Sage’s option), and hold harmless Sage and its parents, subsidiaries and other affiliates, and each of their respective officers, directors, employees, agents, third-party providers, licensors, partners and successors and assigns (individually and collectively, the “Sage Parties”) from and against any losses, liabilities, damages, penalties, expenses, and costs (including reasonable attorneys’ fees) (collectively, “Damages”) incurred in connection with any third-party claim, demand, cause of action, suit, investigation, arbitration, or other proceeding, including any governmental inquiries, investigations and proceedings (collectively, “Claims”) arising out of or related to your actual or alleged violation of these Terms or any Additional Terms. You agree that the Sage Parties may take control of the defense or settlement of any Claims and you agree to cooperate with the Sage Parties in defending such Claims, at Sage’s request.

11. Disclaimers

YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES AND SAGE PROPERTY ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND WE DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, CUSTOM, TRADE, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS. SAGE DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. WHILE SAGE ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE DO NOT CONTROL, ENDORSE, OR TAKE RESPONSIBILITY FOR ANY THIRD-PARTY MATERIALS OR OTHER THIRD-PARTY CONTENT AVAILABLE ON OR LINKED TO BY THE SERVICES.

We reserve the right to modify, suspend, or stop providing access to all or a portion of the Services (or any features or functionality of the Services) at any time without notice and without obligation or liability to you. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, vendor, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof, or any affiliation therewith, by us.

12. Limitation of Liability

Except for (a) liability caused by your or Sage’s gross negligence or willful misconduct, or (b) your breach of Section 7 (Prohibited Conduct), and without limiting your obligations under  Section 10 (Indemnification), to the fullest extent permitted by applicable law, neither you nor the Sage Parties will be liable to the other under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise, and whether you or the Sage Parties, as applicable, were advised of or should have known of the possibility of such losses or damages—for any indirect, consequential, exemplary, incidental, punitive or special damages, lost profits, or loss of data.

Except as may be provided in any Additional Terms, to the fullest extent permitted by applicable law, the aggregate liability of the Sage Parties for any claim arising out of or relating to these Terms, any Additonal Terms or the Services, regardless of the form of the action, is limited to the greater of (a) $100 US Dollars or (b) the amount you have paid to us for use of the Services in the twelve months preceding the date on which the claim arose.

13. Dispute Resolution; Binding Arbitration

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Sage and limits the manner in which you can seek relief from us.

Except for small claims disputes in which you or Sage seek to bring an individual action in small claims court located in the county in which you reside (or are headquartered if accepting these Terms on behalf of an entity) or disputes in which you or Sage seek injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Sage waive your rights to a jury trial and to have any dispute arising out of or related to these Terms, any Additional Terms, or the Services resolved in court. 

Instead, all disputes arising out of or relating to these Terms, any Additional Terms, or the Services will be resolved through confidential binding arbitration held in Kings, New York in accordance with the Streamlined Arbitration Rules and Procedures (the “Rules”) of the Judicial Arbitration and Mediation Services (“JAMS”), which are available on the JAMS website and hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason. 

You and Sage agree that any dispute between you and Sage arising out of or related to these Terms, any Additional Terms, or the Services is personal to you and Sage, will be resolved solely through individual arbitration, and will not be brought as a class arbitration, class action, or any other type of representative proceeding.

You and Sage agree that these Terms and any Additional Terms affect interstate commerce and that the enforceability of this Section 13 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law.  As limited by the FAA, these Terms, any Additional Terms, and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. Each of you and Sage shall bear its own attorneys’ fees and its own costs and expenses (including filing fees) and shall also bear one half of the total arbitrator’s, or arbitrators’, as the case may be, and other administrative fees of arbitration. The arbitrator shall be entitled to award the foregoing arbitration and administrative fees and expenses as damages in their discretion.  The judgment on the award rendered by the arbitrator shall be final, and may be filed with and enforced as a final judgment by any court of competent jurisdiction. 

Any claim arising out of or related to these Terms, any Additional Terms, or the Services must be filed within one (1) year after such claim arose; otherwise, the claim is permanently barred, which means that you or Sage, as applicable, will not have the right to assert the claim.  

14. Governing Law and Venue

These Terms, any Additional Terms, and your access to and use of the Services will be governed by and construed and enforced in accordance with the laws of the New York, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. Any dispute between you and Sage that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of the New York and the United States, respectively, sitting in Kings, New York.

15. Termination

We reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Services or Content available through the Services, in whole or in part. We are not responsible for any loss or harm related to your inability to access or use the Services or any Content available through the Services, in whole or in part.

16. Severability

If any provision or part of a provision of these Terms or any Additional Terms is unlawful, void, or unenforceable, that provision or part of the provision is deemed severable and does not affect the validity and enforceability of any remaining provisions.

17. Export Controls

Software related to or made available by the Services may be subject to export controls of the U.S.A. or similar laws applicable in other jurisdictions. You warrant that you are (1) not located in any country to which the United States has embargoed goods or has otherwise applied any economic sanctions; and (2) not a denied party as specified in any applicable export or re-export laws or regulations or similar laws applicable in other jurisdictions.

You are responsible for complying with all trade regulations and laws both foreign and domestic. Except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls.

18. Miscellaneous

These Terms and any Additional Terms constitute the entire agreement between you and Sage relating to your download of, access to, and/or use of the Services or any Content available through the Services. The failure of Sage to exercise or enforce any right or provision of these Terms or any Additional Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of you and Sage and are not intended to confer third-party beneficiary rights upon any other person or entity.