Terms of Service

Updated 02/25/2022

Terms of Service

Effective Date: 02/25/2022

Welcome to Sagelink. Please read on to learn the rules and restrictions that govern your use of our website(s),products, services and applications (the “Services”). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at:

Email: support@sage.link

Address: 71 Broadway, Lobby 2b #328, New York, NY 10006

These Terms of Use (the “Terms”) are a binding contract between you and Sagelink Technologies, Inc. (“Sagelink,” “we” and “us”). Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document as well as those in the Privacy Policy<sage.link/privacy>. Your use of or participation in certain Services may also be subject to additional policies, rules and/or conditions (“Additional Terms”), which are incorporated herein by reference, and you understand and agree that by using or participating in any such Services, you agree to also comply with these Additional Terms.

Please read these Terms carefully. They cover important information aboutServices provided to you and any charges, taxes, and fees we bill you. These Terms include information about future changes to these Terms, automatic renewals, limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS;IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Will these Terms ever change?

We are constantly trying to improve ourServices, so these Terms may need to change along with our Services. We reservethe right to change the Terms at any time, but if we do, we will place a noticeon our site located at [sage.link],send you an email, and/or notify you by some other means.

If you don’t agree with the new Terms,you are free to reject them; unfortunately, that means you will no longer beable to use the Services. If you use the Services in any way after a change tothe Terms is effective, that means you agree to all of the changes.

Except for changes by us as describedhere, no other amendment or modification of these Terms will be effectiveunless in writing and signed by both you and us.

What about my privacy?

Sagelink takes the privacy of its users very seriously. For the current Sagelink Privacy Policy, please click here.

Children’s Online Privacy Protection Act

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13 years of age. We do not knowingly collector solicit personally identifiable information from children under 13 years of age; if you are a child under 13 years of age, please do not attempt to register for or otherwise use the Services or send us any personal information.If we learn we have collected personal information from a child under 13 years of age, we will delete that information as quickly as possible. If you believe that a child under 13 years of age may have provided us personal information, please contact us at support@sage.link.

What are the basics of using Sagelink?

You may be required to sign up for an account, select a password and user name (“Sagelink User ID”), and provide us with certain information or data, such as your contact information. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Sagelink User ID a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.

Additionally, you may be able to access certain parts or features of the Services by using your account credentials from other services (each, a “Third Party Account”), such as those offered by Shopify, Google, Facebook, Twitter, Amazon, Instagram and YouTube. By using the Services through a Third Party Account, you permit us to access certain information from such account for use by the Services. You are ultimately in control of how much information is accessible to us and may exercise such control by adjusting your privacy settings on your Third Party Account.

You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and have gotten your parent or guardian to agree to these Terms on your behalf). If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization’s or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).

You will only use the Services for your own internal, personal, use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.

You will not share your Sagelink User ID, account or password with anyone, and you must protect the security of your Sagelink User ID, account, password and any other access tools or credentials. You’re responsible for any activity associated with your Sagelink User ID and account.

What about messaging?

As part of the Services, you may receive communications through theServices, including messages that Sagelink sends you (for example, via email orSMS). When signing up for the Services, you will receive a welcome message and instructions on how to stop receiving messages. By signing up for the Services and providing us with your wireless number, you confirm that you want Sagelink to send you information that we think may be of interest to you, which may include Sagelink using automated dialing technology to text you at the wireless number you provided, and you agree to receive communications from Sagelink, and you represent and warrant that each person you register for the Services or for whom you provide a wireless phone number has consented to receive communications from Sagelink. You agree to indemnify and hold Sagelink harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses(including attorneys’ fees) arising from or in any way related to your breach of the foregoing.

Are there restrictions in how Ican use the Services?

You represent, warrant, and agree that you will not provide or contribute anything, including any Content (as that term is defined below), to the Services, or otherwise use or interact with theServices, in a manner that:

(a)  infringes or violates the intellectual property rights or any other rights of anyone else (including Sagelink);

(b)  violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by Sagelink;

(c)   is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;

(d)  jeopardizes the security of your Sagelink User ID, account or anyone else’s (such as allowing someone else to log in to the Services as you);

(e)  attempts, in any manner, to obtain the password, account, or other security information from any other user;

(f)   violates the security of any computer network, or cracks any passwords or security encryption codes;

(g)  runs Maillist, Listserv, any form of auto-responder or“spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on theServices’ infrastructure);

(h)  “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);

(i)    copies or stores any significant portion of the Content; or

(j)    decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to theServices.

 

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

What are my rights in theServices?

The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations and so forth (all of the foregoing, the “Content”) are protected by copyright and/or otherintellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or(ii) in a way that violates someone else’s (including Sagelink's) rights.

Subject to these Terms, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using theServices is expressly prohibited without prior written permission from us. You understand that Sagelink owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply.

Who is responsible for what I see and do on the Services?

Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and we aren’t liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.

You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.

The Services may contain links or connections to third-party websites or services that are not owned or controlled by Sagelink. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that Sagelink is not responsible for such risks.

Sagelink has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, Sagelink will not and cannot monitor, verify, censor or edit the content of any third-party site or service. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.

Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Sagelink shall not be responsible orliable for any loss or damage of any sort incurred as the result of any suchdealings.

If there is a dispute between participants on this site orServices, or between users and any third party, you agree that Sagelink is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Sagelink, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or ourServices. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

Will Sagelink ever change theServices?

We’re always trying to improve ourServices, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. We reserve the right to remove anyContent from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.

Do the Services cost anything?

The Services may be free or we may charge a fee for using the Services. If you are using a free version of theServices, we will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services. Note that if you elect to receive text messages through the Services, data and message rates may apply. Any and all such charges, fees or costs are your sole responsibility. You should consult with your wireless carrier to determine what rates, charges, fees or costs may apply to your use of the Services.

a.              Paid Services. Certain of our Services may be subject to payments now or in the future (the“Paid Services”). Please see our PaidServices page<LINK>for a description of the current Paid Services[A1] . Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of these Terms. By choosing to use PaidServices, you agree to pay us, through the payment processor (if applicable)(“Payment Processor”), all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms, and you authorize us, through the Payment Processor if applicable, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.

b.             Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.

c.              Recurring Billing. Some of the Paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO ACCOUNT SETTINGS< sage.link/account>.

d.             Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT.YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IFYOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS< sage.link/account >. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USEOF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.

e.             Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized(other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

f.              Auto-Renewal for Paid Services . Unless you opt out of auto-renewal, which can be done through your account settings< sage.link/account >,any Paid Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or resign your Paid Services at any time, go to account settings sage.link/account.  If you terminate a Paid Service, you may use your subscription until the end of your then-current term, and your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. If you do not want to continue to be charged on a recurring monthly basis, you must cancel the applicable Paid Service through your account settings< sage.link/account > or terminate your Sagelink account before the end of the recurring TERM. Paid Services cannot be terminated before the end of the period for which you have already paid, and except as expressly provided in these terms, Sagelink will not refund any fees that you have already paid.

g.             Reaffirmation of Authorization. Yournon-termination or continued use of a Paid Service reaffirms that we areauthorized to charge your Payment Method for that Paid Service. We may submitthose charges for payment and you will be responsible for such charges. Thisdoes not waive our right to seek payment directly from you. Your charges may bepayable in advance, in arrears, per usage, or as otherwise described when youinitially selected to use the Paid Service.

h.             Free Trials and Other Promotions. Any free trialor other promotion that provides access to a Paid Service must be used withinthe specified time of the trial. You must stop using a Paid Service before theend of the trial period in order to avoid being charged for that Paid Service.If you cancel prior to the end of the trial period and are inadvertentlycharged for a Paid Service, please contact us at [SUPPORT EMAIL].

What if I want to stop using theServices?

You’re free to do that at any time bycontacting us at [support@sage.link]; please refer to our Privacy Policy< sage.link/privacy >,as well as the licenses above, to understand how we treat information youprovide to us after you have stopped using our Services.

Sagelink is also free to terminate (orsuspend access to) your use of the Services or your account for any reason inour discretion, including your breach of these Terms. Sagelink has the soleright to decide whether you are in violation of any of the restrictions setforth in these Terms.

Account termination may result indestruction of any Content associated with your account, so keep that in mindbefore you decide to terminate your account.

If you have deleted your account bymistake, contact us immediately at [support@sage.link] – we will try to help,but unfortunately, we can’t promise that we can recover or restore anything.

Provisions that, by their nature,should survive termination of these Terms shall survive termination. By way ofexample, all of the following will survive termination: any obligation you haveto pay us or indemnify us, any limitations on our liability, any termsregarding ownership or intellectual property rights, and terms regardingdisputes between us, including without limitation the arbitration agreement.

What about Mobile Applications?

You acknowledge and agree that theavailability of our mobile application is dependent on the third party storesfrom which you download the application, e.g., the App Store from Apple or the Androidapp market from Google (each an “App Store”). Each App Store may have its ownterms and conditions to which you must agree before downloading mobileapplications from such store, including the specific terms relating to AppleApp Store set forth below. You agree to comply with, and your license to useour application is conditioned upon your compliance with, such App Store termsand conditions. To the extent such other terms and conditions from such AppStore are less restrictive than, or otherwise conflict with, the terms andconditions of these Terms of Use, the more restrictive or conflicting terms andconditions in these Terms of Use apply.

I use the Sagelink App availablevia the Apple App Store – should I know anything about that?

These Terms apply to your use of allthe Services, including our iOS applications (the “Application”) available viathe Apple, Inc. (“Apple”) App Store, but the following additional terms alsoapply to the Application:

(a)                   Both you and Sagelinkacknowledge that the Terms are concluded between you and Sagelink only, and notwith Apple, and that Apple is not responsible for the Application or theContent;

(b)                  The Application is licensedto you on a limited, non-exclusive, non-transferrable, non-sublicensable basis,solely to be used in connection with the Services for your private, personal,non-commercial use, subject to all the terms and conditions of these Terms asthey are applicable to the Services;

(c)                   You will only use theApplication in connection with an Apple device that you own or control;

(d)                  You acknowledge and agreethat Apple has no obligation whatsoever to furnish any maintenanceand support services with respect to the Application;

(e)                    In the event of any failure of the Applicationto conform to any applicable warranty, including those implied by law, you maynotify Apple of such failure; upon notification, Apple’s sole warrantyobligation to you will be to refund to you the purchase price, if any, of theApplication;

(f)                   You acknowledge and agreethat Sagelink, and not Apple, is responsible for addressing any claims you or any third party may have in relation to theApplication;

(g)                  You acknowledge and agreethat, in the event of any third-party claim that the Application or yourpossession and use of the Application infringes that third party’s intellectualproperty rights, Sagelink, and not Apple, will be responsiblefor the investigation, defense, settlement and discharge of any suchinfringement claim;

(h)                   You represent and warrant that you are notlocated in a country subject to a U.S. Government embargo, or that has beendesignated by the U.S. Government as a “terrorist supporting” country, and thatyou are not listed on any U.S. Government list of prohibited or restrictedparties;

(i)                    Both you and Sagelinkacknowledge and agree that, in your use of the Application, you will comply with any applicable third-party terms of agreement whichmay affect or be affected by such use; and

(j)                    Both you and Sagelinkacknowledge and agree that Apple and Apple’s subsidiaries are third-partybeneficiaries of these Terms, and that upon your acceptance of these Terms,Apple will have the right (and will be deemed to have accepted the right) toenforce these Terms against you as the third-party beneficiary hereof.

What else do I need to know?

WarrantyDisclaimer. Sagelink andits licensors, suppliers, partners, parent, subsidiaries or affiliatedentities, and each of their respective officers, directors, members, employees,consultants, contract employees, representatives and agents, and each of theirrespective successors and assigns (Sagelink and all such parties together, the“Sagelink Parties”) make no representations or warranties concerning theServices, including without limitation regarding any Content contained in oraccessed through the Services, and the Sagelink Parties will not be responsibleor liable for the accuracy, copyright compliance, legality, or decency ofmaterial contained in or accessed through the Services or any claims, actions,suits procedures, costs, expenses, damages or liabilities arising out of useof, or in any way related to your participation in, the Services. The SagelinkParties make no representations or warranties regarding suggestions orrecommendations of services or products offered or purchased through or inconnection with the Services. THE SERVICES AND CONTENT ARE PROVIDED BY SAGELINK (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS,WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUTLIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED ORERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIEDWARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability.TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES ANDUNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICTLIABILITY, OR OTHERWISE) SHALL ANY OF THE SAGELINK PARTIESBE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL,INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGESFOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORKSTOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANYSUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, INEXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTSPAID AND/OR PAYABLE BY YOU TO SAGELINK IN CONNECTIONWITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLECLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOWTHE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHERDAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity. You agree toindemnify and hold the Sagelink Parties harmless from and against any and allclaims, liabilities, damages (actual and consequential), losses and expenses(including attorneys’ fees) arising from or in any way related to any claimsrelating to (a) your use of the Services (including any actions taken by athird party using your account), and (b) your violation of these Terms.

Assignment. You may notassign, delegate or transfer these Terms or your rights or obligationshereunder, or your Services account, in any way (by operation of law or otherwise)without Sagelink'S prior written consent. We may transfer, assign, or delegatethese Terms and our rights and obligations without consent.

Choiceof Law.These Terms are governed by and will be construed under the Federal ArbitrationAct, applicable federal law, and the laws of the State of California, withoutregard to the conflicts of laws provisions thereof.

Arbitration Agreement. Please read thefollowing ARBITRATION AGREEMENT carefully because it requires you to arbitratecertain disputes and claims with Sagelink and limits the manner in which youcan seek relief from Sagelink. Both you and Sagelink acknowledge and agree thatfor the purposes of any dispute arising out of or relating to the subjectmatter of these Terms, Sagelink'S officers, directors, employees andindependent contractors (“Personnel”) are third-party beneficiaries of theseTerms, and that upon your acceptance of these Terms, Personnel will have theright (and will be deemed to have accepted the right) to enforce these Terms againstyou as the third-party beneficiary hereof.

(a)Arbitration Rules; Applicability of Arbitration Agreement. The partiesshall use their best efforts to settle any dispute, claim, question, ordisagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shallbe a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, itshall be finally settled by binding arbitration in [INSERT]. The arbitrationwill proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rulesand Procedures (the “Rules”) then in effect, by one commercial arbitrator withsubstantial experience in resolving intellectual property and commercialcontract disputes. The arbitrator shall be selected from the appropriate listof JAMS arbitrators in accordance with such Rules. Judgment upon the awardrendered by such arbitrator may be entered in any court of competentjurisdiction.

(b) Costs ofArbitration. The Rules will govern payment of all arbitration fees. Sagelinkwill pay all arbitration fees for claims less than seventy-five thousand($75,000) dollars. Sagelink will not seek its attorneys’ fees and costs inarbitration unless the arbitrator determines that your claim is frivolous.

(c) Small Claims Court;Infringement. Either you or Sagelink may assert claims, if they qualify, insmall claims court in [INSERT] or any United States county where you live orwork. Furthermore, notwithstanding the foregoing obligation to arbitratedisputes, each party shall have the right to pursue injunctive or otherequitable relief at any time, from any court of competent jurisdiction, toprevent the actual or threatened infringement, misappropriation or violation ofa party's copyrights, trademarks, trade secrets, patents or other intellectualproperty rights.

(d) Waiverof Jury Trial. YOU AND Sagelink WAIVE ANYCONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OFA JUDGE OR JURY. You and Sagelink are instead choosing to have claims anddisputes resolved by arbitration. Arbitration procedures are typically morelimited, more efficient, and less costly than rules applicable in court and aresubject to very limited review by a court. In any litigation between you and Sagelinkover whether to vacate or enforce an arbitration award, YOU AND Sagelink WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to havethe dispute be resolved by a judge.

(e) Waiverof Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPEOF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUALBASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOTBE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHERCUSTOMER OR USER. If however, this waiver of class or consolidated actions isdeemed invalid or unenforceable, neither you nor Sagelink is entitled toarbitration; instead all claims and disputes will be resolved in a court as setforth in (g) below.

(f) Opt-out.You have the right to opt out of the provisions of this Section by sendingwritten notice of your decision to opt out to the following address: [71 Broadway, Lobby 2b #328, NewYork, NY 10006] postmarked within thirty (30) days of first acceptingthese Terms. You must include (i) your name and residence address, (ii) theemail address and/or telephone number associated with your account, and (iii) aclear statement that you want to opt out of these Terms’ arbitration agreement.

(g) ExclusiveVenue. If you send the opt-out notice in (f), and/or in any circumstanceswhere the foregoing arbitration agreement permits either you or Sagelink tolitigate any dispute arising out of or relating to the subject matter of theseTerms in court, then the foregoing arbitration agreement will not apply toeither party, and both you and Sagelink agree that any judicial proceeding(other than small claims actions) will be brought in the state or federalcourts locatedin, respectively, [INSERT], or the federal district in which that county falls.

(h) Severability.If the prohibition against class actions and other claims brought on behalf ofthird parties contained above is found to be unenforceable, then all of thepreceding language in this Arbitration Agreement section will be null and void.This arbitration agreement will survive the termination of your relationshipwith Sagelink.

Miscellaneous. You will beresponsible for paying, withholding, filing, and reporting all taxes, duties,and other governmental assessments associated with your activity in connectionwith the Services, provided that the Sagelink may, in its sole discretion, doany of the foregoing on your behalf or for itself as it sees fit. The failure ofeither you or us to exercise, in any way, any right herein shall not be deemeda waiver of any further rights hereunder. If any provision of these Terms arefound to be unenforceable or invalid, that provision will be limited oreliminated, to the minimum extent necessary, so that these Terms shallotherwise remain in full force and effect and enforceable. You and Sagelinkagree that these Terms are the complete and exclusive statement of the mutualunderstanding between you and Sagelink, and that these Terms supersede andcancel all previous written and oral agreements, communications and otherunderstandings relating to the subject matter of these Terms. You herebyacknowledge and agree that you are not an employee, agent, partner, or jointventure of Sagelink, and you do not have any authority of any kind to bind Sagelinkin any respect whatsoever.

Except as expressly setforth in the sections above regarding the Apple Application and the arbitrationagreement, you and Sagelink agree there are no third-party beneficiariesintended under these Terms.

 [A1]Youshould include pricing terms on a separate page and link to that page fromhere. This allows you to modify your pricing terms at any time without needingto notify all of your users (including any using free services) that theseTerms of Use have been updated. The pricing page should include details like:

 

(a) Which services carry a fee and what the fee/rates are

(b) How you will notify users if the fees change

(c) The refund policy (if any)

 [A2]If youhave auto-renewal, then it is very important to include specific information atthe time that the user agrees to the auto-renewal (that is, in the userinterface as part of the sign-up/purchase process – it’s not sufficientto include this language in these Terms). Without this information, it islikely that a user can get a refund of all fees paid after the first month.

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