1.2 Subject to the Terms, you may use Sage Source to browse, locate, download, license or purchase Gadgets (defined as small applications that you can install and execute within Sage Source), Products (defined as data files, applications, written text, software made available through Sage Source) and Services (defined as solution provider offerings made available through Sage Source) for free or a fee.
1.3 Some of the Gadgets, Products and Services will be offered by Sage while others will be offered by sources other than Sage ("Third Parties"). You agree that (i) Sage is not responsible for any Gadgets, Products and Services that originate from Third Parties, and (ii) that you are solely responsible for all fees associated with purchases you make through Sage Source.
2. Sage's Provision of Sage Source
2.1 You agree that Sage may stop (permanently or temporarily) providing you or others access to Sage Source (or any features within the Sage Source) at Sage's sole discretion, without prior notice.
2.2 You agree that if Sage disables access to your Sage Source account ("Your Account"), you may be prevented from accessing Sage Source, your account details and any Sage or Third Party files, information, Gadgets, Products and/or Services (collectively "Content") that are part of Your Account.
2.3 From time to time, Sage may discover Content that violates the legal agreements, laws, regulations or policies. You agree that Sage may remove Content from Your Account at its sole discretion.
3. Your Use of Sage Source
3.1 In order to access certain Content on Sage Source, you may be required to provide information about yourself such as (but not limited to) your name, address, and billing details. You agree that any such information you provide to Sage will always be accurate, correct and up to date.
3.2 You acknowledge and agree that Third Party Content is the sole responsibility of the Third Party providing it.
3.3 Sage Source may expose you to Content you find offensive, indecent or objectionable. You agree that, in this respect, you use Sage Source at your own risk.
3.4 You agree that you are solely responsible for (and that Sage has no responsibility to you or to anyone else for) your use of Sage Source, any Content, your breach of any obligations under the Terms, and for the consequences (including loss or damage of any kind which you or Sage may suffer) of any breach of such obligations.
3.5 You agree to use Sage Source, including but not limited to accessing, downloading or installing Content, only for purposes that are permitted by the Terms and any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.
3.6 You agree to comply with all applicable export and import controls, including, but not limited to, the United States Department of Commerce's Export Administration Regulations and sanctions programs administered by the United States Treasury Department's Office of Foreign Assets Control. By using Sage Source, you represent and warrant that you are not prohibited from receiving exports, imports or services under US or other applicable laws.
3.7 You agree not to access (or attempt to access) Sage Source by any means other than through the interface made available by Sage, unless you have been specifically allowed to do so in a separate agreement with Sage. You specifically agree not to access (or attempt to access) Sage Source through any automated means (including use of scripts, crawlers, or similar technologies) and you shall ensure that you comply with the instructions set out in any form on Sage Source.
3.8 You agree that you will not (i) engage in any activity, or (ii) use any Content found on Sage Source, in a way that interferes or disrupts Sage Source or any servers, networks, or websites operated by Sage or any third party.
3.9 You agree that unless Sage has specifically permitted you to do so in a separate agreement, you will not reproduce, duplicate, copy, sell, trade or resell Sage Source or any Content for any purpose.
3.10 You agree you are responsible for and shall comply with any and all applicable tax laws, including reporting and paying any taxes arising in connection with your use or purchase of Sage Source or Content.
3.11 You agree that Sage or Third Parties own all right, title and interest in and to Sage Source and Content available through Sage Source, including without limitation all applicable Intellectual Property Rights in the Content. "Intellectual Property Rights" means any and all rights existing under patent, copyright, trade secret and trademark law, unfair competition law, and any and all other proprietary rights worldwide.
3.12 Sage reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from Sage Source.
3.13 You agree that firewalls or other security devices may block or prevent you from viewing or accessing certain Content.
4. License from Sage
4.1 Sage gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use Sage Source for the sole purpose of enabling you to use and enjoy the benefits of Sage Source as delivered by Sage solely in the manner permitted by the Terms and any additional terms imposed by Third Parties for Third Party Content you access or use.
4.2 Some Content may be governed by applicable open source software licenses. In the event of a conflict between the Terms and any applicable open source licenses, the open source software licenses shall prevail with respect to the open source components.
4.3 You shall not (and you shall not permit anyone else to) (i) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from, the Content, unless otherwise expressly permitted by Sage or a Third Party, (ii) take any action to circumvent or defeat the security or Content usage rules provided, deployed or enforced by any functionality (including without limitation digital rights management or forward-lock functionality) in the Content, (iii) use Content to access, copy, transfer, transcribe or retransmit anything in violation of any law or the rights of others, and (iv) remove, obscure, or alter Sage or a Third Party's copyright notices, trademarks, or other proprietary rights notices affixed to or contained within the Content.
4.4 Unless Sage or a Third party has given you express and specific written permission to do so, you shall not assign, transfer, grant a sub-license or a security interest in, your license to use Sage Source or any Content to someone else.
5. Content License from You
5.1 You retain copyright and any other rights you already hold in material that you submit, post or display on or through Sage Source ("Your Material"). However, by submitting, posting or displaying Your Material, you hereby grant Sage a perpetual, irrevocable, worldwide, royalty-free and non-exclusive license to make, use, import, offer to sell and sell, have made, reproduce, prepare derivative works of, perform, display distribute and disclose Your Material in any form for any purpose at Sage's sole discretion, without notice or attribution to you ("Your Grant").
5.2 You agree that Your Grant allows Sage to make Your Material available to other companies, organizations or individuals with whom Sage has relationships for the provision of services and to use Your Material in connection with the provision of those services.
5.3 You understand that, as part of making Sage Source and Content available to you and others, Your Grant allows Sage to (a) transmit, broadcast and/or distribute Your Material over various public networks and in various media; and (b) make changes to Your Material to allow Sage to do so.
5.4 You represent and warrant to Sage that you have all the rights in, power to and authority to provide Your Grant to Sage.
6. Your passwords and account security
6.1 You are responsible for maintaining the confidentiality of passwords associated with Your Account and agree to be responsible to Sage for all activities that occur under Your Account, whether performed directly by you or by others.
6.2 If you become aware of any unauthorized use of your password or of Your Account, you shall notify Sage immediately by calling Sage at 1-800-829-0170.
7. Privacy and your personal information
7.2 You agree that Sage may use Your Material, including any personal information you provide, in accordance with Sage's privacy policies.
8. Sage Services and Third Party Products and Services
9. Automatic Updates
Content originating from Sage may communicate with Sage servers from time to time to check for available updates such as but not limited to bug fixes, patches, enhanced functions, missing plug-ins and new versions (collectively, "Updates"). By installing, buying or using Content, you agree that such Content may be automatically modified or replaced by the Updates.
To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Sage, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from your use of Sage Source, including your downloading, installation, or use of any Content or your violation of these Terms.
11.1 These Terms will remain in effect until terminated by either you or Sage as set out below.
11.2 You can terminate these Terms by stopping all use of Sage Source, Your Account and all Content you use or purchased through Sage Source.
11.3 Sage may at any time, terminate these Terms if: (A) you have breached any provision of these Terms, (B) Sage is required to do so by law; or (C) Sage decides to discontinue operation of Sage Source.
11.4 Notwithstanding termination of these Terms, the following provisions will remain in force against you and Sage: 1.3, 2.1, 2.2, 3.2, 3.4, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 4.2, 4.3, 4.4, 5, 6, 7.2, 8, 10, 11.4, 12, 13, 14 and 15.
12. DISCLAIMER OF WARRANTIES
12.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF SAGE SOURCE AND ANY CONTENT OBTAINED THROUGH SAGE SOURCE IS AT YOUR SOLE RISK AND THAT SAGE SOURCE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SAGE FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED WITH RESPECT TO SAGE SOURCE AND ALL CONTENT, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
12.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT BECAUSE US OF SAGE SOURCE AND ALL CONTENT IS AT YOUR SOLE RISK, SAGE IS NOT RESPONSIBLE FOR AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTERS, NETWORKS, MOBILE AND OTHER DEVICES, AND LOSS OF DATA THAT MAY RESULT FROM SUCH USE.
13. LIMITATION OF LIABILITY
13.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT SAGE AND ITS SUBSIDIARIES AND AFFILIATES SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY (WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT YOU MAY INCUR THROUGH USE OF SAGE SOURCE AND ANY CONTENT ACCESSED OR OBTAINED FROM SAGE SOURCE, WHETHER OR NOT SAGE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
13.2 SAGE'S SOLE LIABILITY TO YOU FOR DIRECT DAMAGES ARISING OUT OF YOUR RELATIONSHIP WITH SAGE BECAUSE YOU HAVE ACCESSED OR USED SAGE SOURCE OR ANY CONTENT IS LIMITED TO US ONE HUNDRED DOLLARS ($100.00)
14. Changes to the Terms
14.1 Sage may make changes to the Terms or from time to time. When these changes are made, Sage will make a new copy of the Terms available at sagesource.com/termsofus.e
14.2 You understand and agree that if you use Sage Source or any Content after the date on which the Terms have changed, your use will be subject to and governed by the updated Terms.
15. General Terms
15.1 These Terms constitutes the entire legal agreement between you and Sage and govern your use of Sage Source and Sage-provided Content. The Terms completely replace any prior agreements between you and Sage in relation to Sage Source or the Sage Content.
15.2 You agree that if Sage does not exercise or enforce any legal right or remedy which is contained in these Terms (or which Sage has the benefit of under any applicable law), this will not be taken to be a formal waiver of Sage's rights and that those rights or remedies will still be available to Sage.
15.3 If a court finds that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
15.4 These Terms and your relationship with Sage under these Terms shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You and Sage agree to submit to the exclusive jurisdiction of the courts located within the county of Orange, California to resolve any legal matter arising from these Terms. Notwithstanding this, you agree that Sage shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.