Sage One Terms and Conditions

1. Introduction
   1.1. Welcome to Sage One, an online application designed to make your work life easier, provided by Sage Software, Inc. (“Sage”). Your access to Sage One and use of Sage One is governed by and subject to the following terms and conditions (the “Terms”). Sage may update the Terms from time to time without notice to you; however, you can review the most current version of the Terms at any time at: na.sageone.com/terms. Certain services will be subject to additional posted licenses, purchase or subscription terms, guidelines, or rules that may be modified from time to time. By checking the box entitled “I have read and accepted the Terms” and clicking “Register” on the Sage One registration page or by using Sage One, you acknowledge that you have read, understand and agree to be bound by the Terms. If you do not agree with the Terms, exit the registration form and your access to Sage One will terminate.

2. Sage's Provision of Sage One
   2.1. Sage will provide you access to Sage One in accordance with these Terms. If you are accessing Sage One through a “paid user” or “free trial user” account, you will have full access to the features of Sage One while your account is active. Each “paid user” account holder can invite others to participate or collaborate in projects or tasks originating from the “paid user” account. If you have been invited to use Sage One by a “paid user” account holder and access Sage One through an “invited user” account, you will have limited access to the features of Sage One.
   2.2. If you breach any of these Terms, as determined by Sage in its sole discretion, you agree that Sage may disable access to your Sage One account (“Your Account”); and you may be prevented from accessing Sage One or your account details, data, or other material that you submit, post, or display on or through Sage One (collectively “Your Material”) that become part of Your Account.
   2.3. If Sage discovers that Your Material violates these Terms or applicable legal agreements, laws, regulations or policies, You agree that Sage may remove Your Material from Your Account at its sole discretion.
   2.4. Sage makes no promises as to the availability of Your Material or Sage One or the functionality of Sage One.

3. Your Use of Sage One
   3.1. In order to access Sage One, you will be required to provide information about yourself such as (but not limited to) your name, address, and billing details (if applicable). You agree that any such information you provide to Sage will always be accurate, correct, and up to date.
   3.2. 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 One, Your Material, 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. You further agree to not use Sage One to store, host, or send unsolicited electronic messages. You further agree to not use Sage One to transmit any viruses, worms, or malicious content.
   3.3. You agree to use Sage One only according to instructions and documentation that Sage provides and only for purposes that are permitted by the Terms and any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.
   3.4. 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 One, you represent and warrant that you are not prohibited from receiving exports, imports or services under United States or other applicable laws.
   3.5. You agree not to access (or attempt to access) Sage One 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 One through any automated means (including use of scripts, crawlers, or similar technologies).
   3.6. You agree that you will not: (a) engage in any activity, or (b) use any of Your Material in a way that interferes or disrupts Sage One or any servers, networks, or websites operated by Sage or any third party.
   3.7. 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 One. 3.8. You represent and warrant to Sage that You have all the rights in, power to and authority to enter into these Terms.
   3.9. You agree that Sage owns all right, title, and interest in and to Sage One, including without limitation all applicable Intellectual Property Rights. “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.

4. License from Sage
   4.1. Sage gives you a personal, worldwide, non-assignable, non-transferrable, and non-exclusive license to use Sage One for the sole purpose of enabling You to use and enjoy the benefits of Sage One as delivered by Sage solely in the manner permitted by the Terms, and in accordance with instructions and documentation that Sage provides.
   4.2. You shall not (and You shall not permit anyone else to): (a) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from Sage One; (b) take any action to circumvent or defeat the security or usage rules provided, deployed or enforced by any functionality (including without limitation digital rights management or forward-lock functionality) on Sage One; (c) use Your Material to access, copy, transfer, transcribe or retransmit anything in violation of any law or the rights of others; or (d) remove, obscure, or alter Sage’s copyright notices, trademarks, or other proprietary rights notices.
   4.3. Unless Sage has given you express and specific written permission to do so, You shall not assign, transfer (by merger, acquisition, operation of law or otherwise), grant a sub-license or a security interest in, your license to use Sage One to someone else.

5. License from You
   Sage may provide you with a mechanism to provide feedback, suggestions, and ideas about Sage One (“Feedback”). You agree that Sage may, in its sole discretion, use the Feedback in any way, including but not limited to future modifications of Sage One, multimedia works and/or advertising and promotional materials relating thereto. You hereby grant Sage a perpetual, worldwide, fully transferable, non-revocable, royalty free license to use, reproduce, modify, create derivative works from, perform, distribute, and display for any purpose any information You provide to Sage in the Feedback.

6. License from Yodlee
   Your use of automated bank account feeds enabled by the Yodlee data gathering service (“Yodlee Service”) from within the Sage One is subject to the following terms. These terms should be read in conjunction with the terms and conditions for your own Internet banking services.
   
   6.1. Provide Accurate Information. You agree to provide true, accurate, current, and complete information about yourself and your accounts maintained at other websites and You agree to not misrepresent your identity or your account information. You agree to keep your account information up to date and accurate.
   6.2. Proprietary Rights. You are permitted to use information, data or other materials delivered to You through the Yodlee Service only on Sage One. You may not copy, reproduce, distribute, or create derivative works from this information, data, or other materials. Further, You agree not to reverse engineer or reverse compile any of the Yodlee Service technology, including but not limited to, any Java applets associated with the Yodlee Service.
   6.3. Content You Provide. You are licensing to Sage and Yodlee, Inc. (“Yodlee”), any data, passwords, or other information (collectively, “Content”) You provide through or to the Yodlee Service. Sage and Yodlee may use, modify, display, distribute and create new material using such Content only to provide the Yodlee Service to You. By submitting Content, You automatically agree, or promise that the owner of such Content has expressly agreed that, without any particular time limit, and without the payment of any fees, Sage and Yodlee may use the Content for the purposes set out above.
   6.4. Third Party Accounts. By using Sage One and the Yodlee Service, You authorize Sage and Yodlee to access third party sites designated by You, on your behalf, to retrieve information requested by You, and to register for accounts requested by You. For all purposes hereof, You hereby grant Sage and Yodlee a limited power of attorney, and You hereby appoint Sage and Yodlee as your true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for You and in your name, place and stead, in any and all capacities, to access third party Internet sites, servers or documents, retrieve information, and use your information, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as You might or could do in person, only as required to provide you the Yodlee Service. You acknowledge and agree that when Sage or Yodlee accesses and retrieves information from third party sites, Sage and Yodlee are acting as your agent, and not the agent or on behalf of the third party. You agree that third party account providers shall be entitled to rely on the foregoing authorization, agency, and power of attorney granted by You. You understand and agree that the Yodlee Service is not endorsed or sponsored by any third party account providers accessible through the Yodlee Service.
   6.5. Disclaimer of warranties. You expressly understand and agree that:

   a.) Your use of the Yodlee Service and all information, products and other content (including that of third parties) included in or accessible from the Yodlee Service is at your sole risk. The Yodlee Service is provided on an "as is" and "as available" basis. Sage and Yodlee expressly disclaim all warranties of any kind as to the Yodlee Service and all information, products and other content (including that of third parties) included in or accessible from the Yodlee Service , whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
   b.) Sage and Yodlee make no warranty that (i) the Yodlee Service will meet your requirements, (ii) the Yodlee Service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Yodlee Service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by You through the Yodlee Service will meet your expectations, or (v) any errors in the technology will be corrected.
   c.) Any material downloaded or otherwise obtained through the use of the Yodlee Service is done at your own discretion and risk and You are solely responsible for any damage to your computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by You from Sage or Yodlee through or from the Yodlee Service will create any warranty not expressly stated in these terms.
   

   6.6. Limitation of liability. You agree that neither Sage or Yodlee nor any of their affiliates, account providers or any of their affiliates will be liable for any harms, which lawyers and courts often call direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses, even if Sage or Yodlee has been advised of the possibility of such damages, resulting from: (a) the use or the inability to use the Yodlee Service ; (b) the cost of getting substitute goods and services, (c) any products, data, information or services purchased or obtained or messages received or transactions entered into, through or from the Yodlee Service ; (d) unauthorized access to or alteration of your transmissions or data; (e) statements or conduct of anyone on the Yodlee Service ; (f) the use, inability to use, unauthorized use, performance or non-performance of any third party account provider site, even if the provider has been advised previously of the possibility of such damages; or (g) any other matter relating to the Yodlee Service.
   6.7. Indemnification. You agree to protect and fully compensate Sage and Yodlee and their affiliates from any and all third party claims, liability, damages, expenses and costs (including, but not limited to, reasonable attorneys/legal fees) caused by or arising from your use of the Yodlee Service, your violation of these terms or your infringement, or infringement by any other user of your account, of any intellectual property or other right of anyone.
   6.8. Yodlee. You agree that Yodlee is a third party beneficiary of the above provisions, with all rights to enforce such provisions as if Yodlee were a party to this Agreement.

7. Your password and account security
   7.1. 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.
   7.2. If You become aware of any unauthorized use of your password or of Your Account, You shall notify Sage immediately at help.sageonena@sage.com.

8. Privacy and your personal information
   8.1. For information about Sage’s data protection practices, please read Sage’s privacy policy at http://na.sage.com/sage-na/Privacy-policy/. This policy explains how Sage treats your personal information and protects your privacy when you use Sage One.
   8.2. You agree that Sage may use Your Material, including any personal information you provide, in accordance with Sage’s privacy policies.

9. Indemnification
   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 attorney fees) arising out of or accruing from your use of Sage One, Your Material or your violation of these Terms.
10. Fees
    10.1. Your Account is a license subscription. If you are accessing Sage One as a “paid user,” You agree that Sage may automatically collect the applicable fees from You for each subscription term (month or year) in advance. If You provided a credit card upon sign up, that credit card will be charged for each subscription term, until Your Account terminates in accordance with Section 11 below. If You purchased your Sage One license subscription from a reseller, Sage will contact You in advance of the renewal date for your subscription to collect payment information so that You may continue your service for an additional subscription term. If You are accessing Sage One as an “invited user,” Sage will not charge You a fee for accessing Your Account.
    10.2. Each “paid user” account comes with two (2) administrator user licenses and up to five (5) gigabytes of storage space for Your Material. Additional fees apply for additional users and storage space.
    10.3. Sage may increase the fees for Sage One at any time by giving You not less than thirty (30) days prior notice. Any increase will become effective on your next billing date after this thirty (30) day notice.
    10.4. Sage will not issue a refund to You of any (pre-paid) monthly fees collected amounts upon termination or cancellation of Your Account.
11. Termination
    11.1. These Terms will remain in effect until you or Sage terminate the Terms as described below.
    11.2. Termination by You:
    

    a.) If You are accessing Sage One as a “paid user,” You may terminate these Terms and Your Account by visiting the “Settings” page in Your Account, then clicking on “Subscriptions,” then selecting “Cancel” and following any applicable instructions. To be effective, your termination notice under this Section must be confirmed by Sage in an email response to You. The termination will take effect at the end of your pre-paid subscription term.
    b.) If You are accessing Sage One as an “invited user,” You may terminate these Terms and Your Account by sending Sage an email from the email account used to register Your Account to help.sageonena@sage.com with your request. The termination will take effect when You receive a confirmation email from Sage.
    

    11.3. Termination by Sage. Sage may at any time, terminate these Terms if Sage determines in its sole discretion that: (a) You have not paid or Sage is unable to collect the applicable fees for Your Account when due; (b) You have breached any provision of these Terms, (c) it is required to do so by law; or (d) it will discontinue operation of Sage One. Further, Sage may at any time, terminate these Terms upon ninety (90) days’ prior notice to You.
    11.4. In the event Your Account is terminated or if You are using a trial user account and the time period of your trial expires: (a) You will not be able to access Your Account or Your Material; and (b) You agree that Sage shall have no obligation to maintain or provide You access or deliver to You any of Your Material. If You have a “paid user” account, Sage retains the right to delete Your Account and Your Material in its systems or otherwise in its possession or under its control at the end of the ninety-day period following termination. If You are an “invited user” or a “trial user,” You will no longer be able to access Your Account or Your Material and Sage will have no obligation to retain any such material beyond 90 days after your last login.
    11.5. Notwithstanding termination of these Terms, the following sections will remain in force against you and Sage: 2, 3, 4.4, 4.3, 5, 6, 8.2, 10.4, 11.4, 11.5, and 12-15.
12. DISCLAIMER OF WARRANTIES
    12.1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF SAGE ONE AND ANY CONTENT OBTAINED THROUGH SAGE ONE IS AT YOUR SOLE RISK AND THAT SAGE ONE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. SAGE DOES NOT WARRANT THAT SAGE ONE IS FREE OF BUGS, VIRUSES, IMPERFECTIONS, ERRORS, OR OMISSIONS. 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 ONE AND ALL OF YOUR MATERIAL, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF AVAILABILITY, RELIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
    12.2. YOU EXPRESSLY UNDERSTAND AND AGREE THAT BECAUSE USE OF SAGE ONE AND ALL OF YOUR MATERIAL 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 ONE AND ANY OF YOUR MATERIAL ACCESSED OR OBTAINED FROM SAGE ONE, WHETHER OR NOT SAGE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
    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 ONE IS LIMITED TO TWO HUNDRED DOLLARS (US$200.00)
14. Changes to the Terms
    14.1. Sage may change these Terms from time to time. When these changes are made, Sage will make the updated version of the Terms available at na.sageone.com/terms.
    14.2. You understand and agree that if You use Sage One after the date on which the Terms have changed, You will be deemed to have agreed to the changes and your continued use of Sage One will be subject to and governed by the updated Terms.
15. General Terms
    15.1. These Terms, along with anything referenced herein, constitute the entire legal agreement between You and Sage and govern your use of Sage One. The Terms completely replace any prior agreements between You and Sage in relation to Sage One.
    15.2. You agree that any failure by Sage to exercise or enforce any legal right or remedy contained in these Terms (or which Sage has the benefit of under any applicable law), will not constitute a 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 (which includes any updated 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 Orange County, California to resolve any legal matter arising from these Terms and your use of Sage One. 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. In addition, you agree that any cause of action or claim will be litigated individually and that you will not consolidate or seek class treatment for any claims.
    15.5. Sage One is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. Government (including its agencies and instrumentalities) is subject to restrictions set forth in 48 CFR 52.227-19 or DFARS 252.227-7014, as applicable. The manufacturer is Sage located at 6561 Irvine Center Drive, Irvine, California 92618.