Terms of Service

1. Acceptance of Terms and Conditions; Binding Effect

1.1 These Terms of Service (hereinafter, “Agreement” or “Terms”), together with any and all schedules, exhibits, addenda, order forms, and other documents incorporated herein by reference (collectively, the “Agreement Documents”), constitute a legally binding and enforceable agreement between SagaIQ, Inc., a corporation duly organized and existing under the laws of the State of Delaware, with its principal place of business in the State of Tennessee (hereinafter, “Company,” “we,” “us,” or “our”), and you, whether as an individual acting in your individual capacity or as an authorized representative acting on behalf of any corporation, limited liability company, partnership, joint venture, governmental entity, or other legal entity (hereinafter, “Customer,” “you,” or “your”), governing, without limitation, Customer’s access to, registration for, and use of the ExcelaDoc platform, including, without limitation, all related features, services, software, application programming interfaces, content, data outputs, documentation, and related services (collectively, the “Service”), as more fully described herein.

1.2 By accessing, browsing, registering for, or otherwise using the Service in any manner whatsoever, Customer irrevocably and unconditionally acknowledges and agrees that: (a) Customer has read, understands, and agrees to be legally bound by these Terms and all Agreement Documents; (b) Customer has the legal capacity and authority to enter into this Agreement; and (c) if Customer is entering into this Agreement on behalf of a legal entity, Customer represents and warrants, with full personal liability, that Customer has the requisite legal authority and organizational power to bind such entity to these Terms.

1.3 Notwithstanding the foregoing, in the event of any conflict or inconsistency between these Terms and any separately negotiated, fully executed written agreement between Customer and Company relating to the Service, the terms of such separately negotiated written agreement shall control solely to the extent of such conflict or inconsistency, and these Terms shall otherwise remain in full force and effect with respect to all other matters.

2. Definitions

As used in this Agreement, the following capitalized terms shall have the meanings ascribed to them below, and such definitions shall be equally applicable to both the singular and plural forms of the defined terms:

“Account”

means the unique account established and maintained by Customer to access and use the Service, including all associated credentials, settings, configurations, and Customer Data stored or processed therein.

“Applicable Law”

means any and all applicable federal, state, local, international, or foreign statutes, laws, regulations, ordinances, rules, orders, judgments, decrees, or directives of any governmental or regulatory authority having jurisdiction over a party or the subject matter hereof, as amended from time to time.

“Beta Feature”

means any feature, functionality, tool, or module of the Service that is designated by Company, in its sole and absolute discretion, as “Beta,” “Experimental,” “Preview,” “Early Access,” or similar designation, which may be made available to Customer on a limited basis prior to general commercial release.

“Confidential Information”

shall have the meaning ascribed to it in Section 14.1 hereof.

“Customer Data”

means all data, content, information, materials, documents, files, text, images, and other inputs that Customer uploads, submits, transmits, or otherwise provides to, or makes available through, the Service, including without limitation any and all intellectual property rights embodied therein.

“Documentation”

means the then-current technical specifications, user guides, help center materials, API documentation, and other supporting materials provided by Company to Customer in connection with the Service, as updated by Company from time to time in its sole discretion.

“Feedback”

shall have the meaning ascribed to it in Section 6.3 hereof.

“Prohibited Content”

means any content or materials that violate the Acceptable Use Policy set forth in Section 4 of this Agreement.

“Service”

means the ExcelaDoc cloud-based software platform and all features, tools, modules, functionality, application programming interfaces (APIs), machine learning models, outputs, and related technical infrastructure provided by Company to Customer under this Agreement, as more fully described in Section 3 hereof.

“Subscription Plan”

means the specific service tier, pricing level, and usage parameters Customer has selected and for which Customer remits fees to Company in accordance with Section 8 hereof.

“Term”

shall have the meaning ascribed to it in Section 9.1 hereof.

3. Description of Service; Reservation of Rights

3.1 ExcelaDoc is a proprietary, cloud-based software-as-a-service platform engineered and operated by Company to assist users in the creation, drafting, analysis, and management of Request for Proposal (RFP) responses and related procurement documentation. The Service incorporates, without limitation, features for document analysis, artificial-intelligence-powered content generation, regulatory compliance evaluation, team collaboration, bid lifecycle management, and related functionality.

3.2 Company reserves the right, in its sole and absolute discretion, at any time and without prior notice, to: (a) modify, update, alter, enhance, or improve any feature, functionality, or aspect of the Service; (b) temporarily or permanently suspend any feature or functionality for maintenance, security, or operational purposes; or (c) discontinue the Service in whole or in part, subject to the notice requirements set forth in Section 9.4 hereof. Notwithstanding the foregoing, Company shall use commercially reasonable efforts to ensure that material modifications to core Service functionality do not materially degrade the service level available to Customer during Customer’s then-current billing period; provided, however, that Company shall have no liability whatsoever for any Service modification, suspension, or discontinuation permitted under this Section 3.2.

4. Acceptable Use Policy; Prohibited Conduct

4.1 As a condition of Customer’s access to and use of the Service, Customer hereby covenants and agrees that Customer shall not, and shall not permit, authorize, or facilitate any third party to, directly or indirectly, use the Service:

• (a) in violation of, or in a manner that would cause Company or any third party to be in violation of, any Applicable Law, rule, regulation, ordinance, or legally binding order of any governmental or regulatory authority of competent jurisdiction;
• (b) for any unlawful, fraudulent, deceptive, tortious, abusive, harassing, defamatory, or otherwise injurious purpose, including, without limitation, any purpose that would violate any person’s legal rights;
• (c) to circumvent, defeat, disable, override, or otherwise undermine any security feature, technical protection measure, access control mechanism, or other protective measure implemented by Company with respect to the Service or any data or systems accessible through the Service;
• (d) to reverse-engineer, decompile, disassemble, decode, decrypt, reconstruct, modify, adapt, translate, copy, reproduce, or create derivative works of, or otherwise attempt to discover or derive the source code, object code, algorithms, trade secrets, underlying ideas, or structure of, the Service or any component thereof;
• (e) to knowingly transmit, introduce, or upload any virus, worm, trojan horse, ransomware, spyware, adware, malware, or any other malicious, harmful, or disruptive code, program, or file;
• (f) to intentionally or unintentionally interfere with, disrupt, degrade, impair, overload, flood, or adversely affect the integrity, performance, availability, or functionality of the Service, its infrastructure, servers, networks, or systems, or the use thereof by any other authorized user;
• (g) to access or attempt to access the Service, or any account, system, or data accessible through the Service, by any means, method, or interface other than the interfaces expressly authorized by Company;
• (h) to scrape, crawl, spider, harvest, index, mirror, or otherwise automatically extract, collect, or aggregate data or content from the Service or any portion thereof without Company’s prior, express, written authorization;
• (i) to impersonate any person or entity, falsely represent Customer’s identity or affiliation, or misrepresent Customer’s authorization to act on behalf of any third party;
• (j) to upload, transmit, store, display, or otherwise make available through the Service any Prohibited Content, including without limitation:
  • (i) child sexual abuse material (CSAM) or any content that sexually exploits or depicts minors;
  • (ii) content that promotes, glorifies, incites, or facilitates acts of violence, terrorism, hate, genocide, or illegal activity;
  • (iii) content that harasses, bullies, threatens, abuses, intimidates, or unlawfully discriminates against any individual or group on the basis of any protected characteristic;
  • (iv) malware, exploit code, hacking tools, or materials designed to facilitate unauthorized access to computer systems;
  • (v) unsolicited commercial communications, spam, or chain letters;
• (k) in any manner that damages, disparages, or otherwise harms the reputation, goodwill, or business operations of Company, its affiliates, officers, directors, employees, agents, or licensors;
• (l) to collect, harvest, process, store, or use the personal data or personally identifiable information of any third party without such third party’s express, informed, and freely given consent and without a lawful legal basis under Applicable Law;
• (m) to develop, market, operate, or otherwise support, directly or indirectly, any product, service, or platform that competes with the Service, or to use the Service infrastructure for competitive intelligence or benchmarking purposes.

5. Account Registration; Customer Obligations

5.1 In order to access certain features of the Service, Customer must establish and maintain an Account by completing Company’s registration process. As a condition of Account registration and continued access to the Service, Customer represents, warrants, and covenants that Customer shall:

• (a) provide accurate, current, truthful, and complete information during the registration process and at all times during the Term, and promptly update such information as necessary to maintain its accuracy and completeness;
• (b) maintain the strict confidentiality of all Account credentials, including, without limitation, usernames, passwords, access tokens, and any two-factor authentication codes, and shall not share, transfer, assign, or otherwise disclose such credentials to any unauthorized person or entity;
• (c) accept sole and exclusive responsibility and liability for all activities, transactions, and conduct that occur under Customer’s Account, whether or not authorized by Customer;
• (d) promptly notify Company, in writing, of any actual or reasonably suspected unauthorized access to, or use of, Customer’s Account, credentials, or any security breach affecting Customer’s Account, by contacting Company at support@sagaiq.ai;
• (e) comply with all Applicable Laws and the provisions of this Agreement in connection with Customer’s registration, maintenance, and use of the Account.

5.2 Company shall not be responsible or liable for any loss, damage, claim, or expense arising from or related to unauthorized access to or use of Customer’s Account arising out of Customer’s failure to safeguard Customer’s credentials or to comply with the obligations set forth in this Section 5. All actions taken through Customer’s Account shall be conclusively deemed to have been authorized by Customer.

6. Intellectual Property; Ownership; Licenses

6.1 Company Intellectual Property; Reservation of Rights

All right, title, and interest in and to the Service, including, without limitation, all software code (whether in source or object form), algorithms, machine learning models, training data, application programming interfaces, data structures, databases, designs, layouts, graphics, user interfaces, icons, trademarks, service marks, trade names, trade secrets, patents, patent applications, copyrights, and all other intellectual property and proprietary rights embodied in or relating to the Service or Documentation (collectively, “Company IP”), are and shall remain the exclusive property of Company and its licensors. Nothing in this Agreement shall be construed to transfer to Customer any right, title, or interest in any Company IP. Subject to Customer’s full and ongoing compliance with the terms and conditions of this Agreement, Company hereby grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for Customer’s own internal business purposes during the Term, in strict accordance with the Documentation and the terms of this Agreement. Any use of the Service beyond the scope of the foregoing license is strictly prohibited and shall constitute a material breach of this Agreement.

Without limiting the generality of the foregoing, Customer shall not:

• (a) sublicense, lease, rent, lend, transfer, assign, or otherwise make available to any third party any right to access or use the Service or any Company IP;
• (b) modify, adapt, translate, port, or create derivative works based upon the Service or any Company IP;
• (c) remove, alter, cover, or obscure any proprietary rights notices, trademarks, trade names, or other identifying marks on or in the Service or Documentation;
• (d) use the Service or any Company IP for the purpose of developing, marketing, or operating any competing product or service.

6.2 Customer Data; License Grant to Company

As between Company and Customer, Customer retains all right, title, and interest in and to Customer Data. Notwithstanding the foregoing, by submitting, uploading, transmitting, or otherwise making Customer Data available through the Service, Customer hereby grants to Company a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable license to: (a) host, store, reproduce, back up, archive, and transmit Customer Data as necessary to provide and maintain the Service; (b) access, process, analyze, and use Customer Data as necessary to deliver the Service and its features to Customer; (c) generate, display, and transmit outputs, drafts, analyses, and other derivative works based upon Customer Data in connection with the operation of the Service; and (d) use Customer Data for internal analytics and service improvement purposes. Company does not, and will not, use Customer Data to train, fine-tune, re-train, benchmark, or otherwise improve any artificial intelligence or machine learning model, whether proprietary to Company or operated by any third-party provider, as more fully described in Company’s Privacy Policy. Customer represents, warrants, and covenants that: (i) Customer owns or has obtained all necessary rights, licenses, consents, and permissions to provide Customer Data to Company as contemplated herein; (ii) Customer Data does not infringe, misappropriate, or violate any third-party intellectual property rights, privacy rights, or other legal rights; and (iii) Customer Data complies with all Applicable Laws.

6.3 Feedback

In the event Customer provides, submits, or otherwise communicates to Company any suggestion, enhancement request, recommendation, correction, idea, or other feedback relating to the Service or Documentation (collectively, “Feedback”), Customer hereby irrevocably assigns to Company all right, title, and interest in and to such Feedback, including without limitation all intellectual property rights therein. Company shall be free to use, disclose, reproduce, license, sublicense, distribute, and otherwise exploit any Feedback for any purpose whatsoever, commercial or otherwise, without attribution, compensation, or obligation to Customer of any kind. Customer waives any and all moral rights in and to any Feedback.

7. Beta Features; Disclaimer of Warranties as to Beta Features

7.1 Company may, in its sole and absolute discretion, make certain Beta Features available to Customer on a limited, experimental basis. CUSTOMER ACKNOWLEDGES AND AGREES THAT:

8. Subscription; Fees; Billing; Payment Terms

8.1 Fees and Payment Obligations

Customer agrees to pay all fees applicable to Customer’s selected Subscription Plan, as set forth in Company’s then-current pricing schedule as posted on Company’s website or as otherwise communicated to Customer in writing. All fees are quoted and payable in United States Dollars (USD) and are exclusive of all applicable taxes, levies, duties, imposts, deductions, and withholdings (collectively, “Taxes”), including without limitation any applicable sales tax, value-added tax (VAT), goods and services tax (GST), or similar transaction tax imposed by any governmental authority, all of which are solely the responsibility of Customer; provided, however, that the foregoing shall not apply to taxes imposed on Company’s net income.

8.2 Automatic Renewal; Recurring Billing Authorization

Customer’s Subscription Plan shall automatically renew at the expiration of each billing period (monthly, annual, or otherwise, as applicable to Customer’s selected Subscription Plan) for successive renewal terms of equal duration, unless and until Customer affirmatively cancels Customer’s subscription in the manner set forth in Section 9.2 prior to the commencement of any renewal term.

8.3 Non-Refundability of Fees

8.4 Limited Refund Rights for European Union Customers

Notwithstanding Section 8.3, customers located in the European Union who have not yet accessed or used the Service following initial subscription activation may, pursuant to applicable EU consumer protection regulations, have the statutory right to withdraw from this Agreement within fourteen (14) calendar days of initial subscription purchase. To exercise any such statutory right of withdrawal, Customer must notify Company in writing at support@sagaiq.ai within fourteen (14) calendar days of the purchase date.

8.5 Payment Failures; Late Payments; Remedies

In the event that any payment is not received by Company when due, whether due to payment failure, reversal, dispute, or otherwise:

• (a) Company shall use reasonable efforts to notify Customer at the email address associated with Customer’s Account and to attempt to collect payment using any backup payment method on file;
• (b) If full payment is not received within ten (10) calendar days following Company’s initial notice of non-payment, Company may, in its sole discretion, suspend Customer’s access to the Service without further notice and without liability to Customer;
• (c) If the full outstanding balance remains unpaid for a period of thirty (30) calendar days following Company’s initial notice of non-payment, Company may terminate Customer’s Account and this Agreement for cause pursuant to Section 9.3;
• (d) Customer shall be solely liable for any and all costs, expenses, collection fees, and reasonable attorneys’ fees incurred by Company in connection with the collection of any overdue amounts.

9. Term; Termination; Effect of Termination

9.1 Term

This Agreement shall commence on the date Customer first activates Customer’s Account or accesses the Service, whichever is earlier, and shall continue in effect for the duration of Customer’s then-current Subscription Plan term and all renewals thereof, unless sooner terminated in accordance with the provisions of this Section 9 (the “Term”).

9.2 Termination by Customer; Cancellation

Customer may cancel Customer’s subscription at any time by: (a) accessing Customer’s Account settings and following the subscription cancellation procedures set forth therein; or (b) submitting a written cancellation request to Company at support@sagaiq.ai. Cancellation shall be effective as of the last day of Customer’s then-current billing period.

9.3 Termination or Suspension by Company for Cause

Company may, in its sole and absolute discretion, immediately suspend Customer’s access to the Service, terminate Customer’s Account, and/or terminate this Agreement, in each case with or without prior notice, in the event that:

• (a) Customer materially breaches any provision of this Agreement (other than those specified in clause (b) below) and fails to cure such breach within thirty (30) calendar days of written notice from Company identifying the breach in reasonable detail; provided, however, that no cure period shall apply to breaches that are incapable of being cured;
• (b) Customer violates the Acceptable Use Policy set forth in Section 4, or engages in abusive, illegal, fraudulent, harmful, or deceptive conduct in connection with the Service, in which case Company may immediately suspend or terminate Customer’s Account and this Agreement without providing a cure period and without liability to Customer of any kind whatsoever;
• (c) Customer’s use of the Service creates or, in Company’s reasonable judgment, is likely to create, a significant, material, or imminent risk of harm, liability, or reputational damage to Company, its affiliates, the Service infrastructure, or other authorized users;
• (d) Customer engages in, facilitates, or is implicated in any fraudulent activity, identity theft, money laundering, or other criminal conduct in connection with the Service;
• (e) Company is required by Applicable Law, court order, or governmental or regulatory directive to suspend or terminate Customer’s access to the Service;
• (f) Customer’s Account is associated with, or Company reasonably believes Customer’s Account is being used in connection with, any suspicious, malicious, or otherwise unauthorized activity; or
• (g) Customer engages in conduct that materially harms or disparages Company’s reputation, business operations, or relationships with third parties.

9.4 Termination by Company for Convenience

Notwithstanding any other provision of this Agreement, Company reserves the right to terminate this Agreement and Customer’s subscription for any reason or no reason upon no less than thirty (30) calendar days’ prior written notice delivered to the email address associated with Customer’s Account. In the event of termination pursuant to this Section 9.4, Company shall refund to Customer any prepaid subscription fees attributable to the unused portion of the then-current subscription period following the effective date of termination, which refund shall constitute Customer’s sole and exclusive remedy with respect to such termination.

9.5 Effect of Termination or Expiration

Upon the termination or expiration of this Agreement for any reason:

• (a) all rights and licenses granted to Customer hereunder shall immediately and automatically terminate, and Customer shall immediately cease all access to and use of the Service;
• (b) Company shall have the right, but not the obligation, to delete Customer Data and all other Customer information from Company’s systems following a reasonable retention period not to exceed thirty (30) calendar days following the effective date of termination (the “Data Retention Period”); provided, however, that Company may retain Customer Data for longer periods as required by Applicable Law or for legitimate business purposes;
• (c) The provisions of Sections 2, 6, 8.3, 9.5, 10, 11, 12, 13, 14, 16, 17, and 18 of this Agreement, together with any other provisions that by their nature are intended to survive, shall survive the termination or expiration of this Agreement and shall remain in full force and effect;
• (d) Customer shall remain liable for all fees and charges incurred prior to the effective date of termination.

Customer may request retrieval of Customer Data during the Data Retention Period by contacting Company at support@sagaiq.ai. Company shall have no obligation to retain or make available Customer Data following the expiration of the Data Retention Period.

10. Data Privacy; Security; Protection Obligations

10.1 Security Measures

Company shall implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data from unauthorized access, acquisition, disclosure, alteration, destruction, or other unauthorized processing.

10.2 Privacy Policy

Company’s collection, use, processing, storage, and disclosure of personal information and data are governed by Company’s Privacy Policy, the then-current version of which is incorporated herein by this reference. Customer acknowledges that Customer has reviewed Company’s Privacy Policy and consents to the collection, use, processing, and disclosure of data as described therein.

10.3 Data Processing Agreement

For Customers whose use of the Service involves the processing of personal data subject to applicable data protection regulations, including without limitation the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the UK GDPR, the California Consumer Privacy Act (CCPA), or other applicable data protection laws, a Data Processing Agreement (“DPA”) is available upon written request. To obtain a DPA, Customer must submit a written request to Company at support@sagaiq.ai. In the event of any conflict between the DPA and these Terms with respect to data protection matters, the DPA shall control.

10.4 Customer Data Protection Obligations

Customer shall be solely responsible for: (a) obtaining all legally required consents, authorizations, and permissions from data subjects and third parties prior to submitting their personal data or other information to the Service; (b) ensuring that all Customer Data and Customer’s processing activities comply with all Applicable Laws governing data protection, privacy, and information security; (c) maintaining and implementing adequate backup, disaster recovery, and data retention procedures for any Customer Data that is critical to Customer’s business operations; and (d) ensuring compliance with any sector-specific or jurisdiction-specific data protection requirements applicable to Customer’s industry or location.

11. Representations, Warranties, and Disclaimers

11.1 Customer’s Representations and Warranties

Customer represents and warrants that: (a) Customer has the full legal right, power, and authority to enter into, execute, and perform this Agreement; (b) Customer’s execution of and performance under this Agreement does not and will not violate any Applicable Law, any agreement to which Customer is a party, or any order, judgment, or decree of any court or governmental authority by which Customer is bound; and (c) all Customer Data and Customer’s use of the Service complies with all Applicable Laws and does not infringe any third-party rights.

11.2 Company Disclaimer of Warranties

11.3 No Guarantee of Outcomes

11.4 Third-Party Services

12. Limitation of Liability; Exclusion of Damages

12.1 Exclusion of Certain Damages

12.2 Aggregate Liability Cap

12.3 Exceptions to Limitation

The limitations and exclusions set forth in Sections 12.1 and 12.2 shall not apply to: (a) Customer’s indemnification obligations under Section 13; (b) either party’s obligations under Section 14 (Confidentiality); (c) either party’s intellectual property indemnification obligations; (d) damages arising from fraud, gross negligence, willful misconduct, or criminal conduct; or (e) any liability that cannot be excluded or limited under Applicable Law.

12.4 Sole Remedy

13. Indemnification

13.1 Indemnification by Customer

Customer shall indemnify, defend, and hold harmless Company and its officers, directors, shareholders, employees, agents, affiliates, successors, and assigns (collectively, “Company Indemnitees”) from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, judgments, settlements, penalties, fines, costs, and expenses (including, without limitation, reasonable attorneys’ fees and court costs) (collectively, “Losses”) arising out of or relating to: (a) Customer’s access to or use of the Service in violation of this Agreement or any Applicable Law; (b) Customer Data, including without limitation any claim that Customer Data infringes, misappropriates, or violates any third party’s intellectual property rights, privacy rights, or other legal rights; (c) any breach by Customer of any representation, warranty, covenant, or obligation set forth in this Agreement; or (d) any third-party claim arising from Customer’s products or services.

13.2 Indemnification by Company

Subject to the conditions set forth in Section 13.3, Company shall indemnify, defend, and hold harmless Customer from and against any Losses arising from a third-party claim alleging that the Service, as provided by Company and used by Customer in strict compliance with the terms of this Agreement, directly infringes a valid United States copyright or patent registered with the United States Patent and Trademark Office; provided, however, that Company shall have no obligation to indemnify Customer to the extent that any such claim arises from or relates to: (a) Customer’s modification of, or creation of derivative works based upon, the Service; (b) Customer’s combination of the Service with third-party software, hardware, or services not provided by Company; (c) Customer’s use of the Service other than in accordance with this Agreement and the Documentation; or (d) Customer Data.

13.3 Indemnification Procedures

As a condition of the indemnifying party’s obligations under this Section 13: (a) the indemnified party shall promptly notify the indemnifying party in writing of any claim for which indemnification is sought, provided that failure to promptly notify shall not relieve the indemnifying party of its obligations except to the extent the indemnifying party is materially prejudiced by such failure; (b) the indemnifying party shall have sole and exclusive control over the defense and settlement of any such claim, subject to the indemnified party’s prior written consent (not to be unreasonably withheld) with respect to any settlement that imposes a non-monetary obligation or admission of liability on the indemnified party; and (c) the indemnified party shall cooperate fully and reasonably with the indemnifying party in the defense of any claim, at the indemnifying party’s expense.

14. Confidentiality

14.1 Definition of Confidential Information

For purposes of this Agreement, “Confidential Information” means any and all proprietary, sensitive, or non-public information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether disclosed in writing, orally, electronically, visually, or by any other means, that: (a) is designated as confidential or proprietary at the time of disclosure or within a reasonable time thereafter; or (b) a reasonable person would understand to be confidential or proprietary given the nature of the information and the circumstances of its disclosure. Without limiting the generality of the foregoing, Confidential Information includes, without limitation, financial information, business plans, product roadmaps, technical data, source code, algorithms, customer lists, pricing information, and trade secrets.

14.2 Obligations of Receiving Party

The Receiving Party shall: (a) hold all Confidential Information of the Disclosing Party in strict confidence; (b) use the Confidential Information of the Disclosing Party solely for the purposes of performing its obligations or exercising its rights under this Agreement; (c) protect the Confidential Information of the Disclosing Party using at least the same degree of care and security measures it uses to protect its own confidential information of similar nature and sensitivity, but in no event less than reasonable care; and (d) not disclose Confidential Information to any third party without the Disclosing Party’s prior written consent, except to those of the Receiving Party’s employees, contractors, and professional advisors who have a need to know such information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as those set forth herein.

14.3 Exclusions

The obligations of confidentiality set forth in this Section 14 shall not apply to information that the Receiving Party can demonstrate by clear and convincing written evidence: (a) is or becomes publicly available other than as a result of the Receiving Party’s breach of this Agreement; (b) is or was rightfully known to the Receiving Party without restriction prior to receipt from the Disclosing Party; (c) is rightfully received by the Receiving Party from a third party without restriction; (d) is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information; or (e) is required to be disclosed by Applicable Law, court order, or governmental or regulatory directive, provided that the Receiving Party shall, to the extent permitted by law: (i) provide the Disclosing Party with prompt prior written notice of such required disclosure; (ii) cooperate with the Disclosing Party in seeking a protective order or other appropriate relief; and (iii) disclose only that portion of the Confidential Information that is legally required to be disclosed.

14.4 Survival

The confidentiality obligations set forth in this Section 14 shall survive the termination or expiration of this Agreement for a period of three (3) years; provided, however, that with respect to any Confidential Information that constitutes a trade secret under Applicable Law, such obligations shall survive indefinitely or for such period as such information continues to constitute a trade secret.

15. Modifications to Terms

Company reserves the right, in its sole and absolute discretion, to modify, amend, supplement, or replace these Terms at any time and for any reason. In the event that Company makes material modifications to these Terms, Company shall endeavor to provide Customer with at least thirty (30) calendar days’ advance notice of such modifications by: (a) sending notice to the email address associated with Customer’s Account; (b) posting a prominent notice on Company’s website or within the Service; or (c) any combination of the foregoing. Customer’s continued access to or use of the Service following the effective date of any modifications to these Terms shall constitute Customer’s irrevocable acceptance of, and agreement to be bound by, such modified Terms. If Customer does not agree to any modified Terms, Customer must cancel Customer’s subscription and cease all use of the Service prior to the effective date of the modifications, by contacting Company at support@sagaiq.ai. Non-material modifications, including without limitation corrections of typographical errors, clarifications of existing provisions, and modifications required by Applicable Law, may be made without prior notice.

16. Governing Law; Dispute Resolution; Jurisdiction and Venue

16.1 Governing Law

This Agreement and all matters arising out of or relating to this Agreement or Customer’s use of the Service shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles or rules. The United Nations Convention on the International Sale of Goods (CISG) shall not apply to this Agreement and is hereby expressly disclaimed.

16.2 Exclusive Jurisdiction and Venue

The parties hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction and venue of the state and federal courts of competent jurisdiction sitting in Tennessee (with venue to lie in Shelby County, Tennessee, or such other county as may be designated by the court) for the resolution of any dispute, claim, controversy, or action arising out of or relating to this Agreement, the Service, or any breach, termination, or validity thereof. Each party hereby irrevocably and unconditionally waives any objection to the laying of venue of any such action in such courts and waives any claim that any such action brought in such courts has been brought in an inconvenient forum. Nothing in this Section 16.2 shall prevent either party from seeking emergency injunctive or other equitable relief in any court of competent jurisdiction.

16.3 Dispute Resolution; Mandatory Pre-Litigation Negotiation

Prior to initiating any litigation or other legal proceeding arising out of or relating to this Agreement or Customer’s use of the Service, the parties agree to attempt to resolve any dispute, claim, or controversy through good-faith negotiation. The party seeking resolution shall provide the other party with written notice describing the nature of the dispute and the relief sought. The parties shall engage in good-faith negotiation for a period of not less than thirty (30) calendar days following such written notice before initiating any legal proceeding. Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief at any time without prior negotiation.

16.4 Statute of Limitations

16.5 Waiver of Jury Trial

17. General Provisions

17.1 Entire Agreement; Integration

This Agreement, together with all Agreement Documents incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes, merges, and replaces all prior and contemporaneous agreements, proposals, negotiations, representations, warranties, understandings, and discussions, whether written or oral, between the parties with respect to such subject matter. No prior drafts of this Agreement shall be used in the interpretation of this Agreement.

17.2 Severability

In the event that any provision of this Agreement is held by a court or tribunal of competent jurisdiction to be invalid, illegal, or unenforceable under Applicable Law, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if such modification is not practicable, such provision shall be severed from this Agreement; in either case, the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected, impaired, or invalidated by such modification or severance. The parties agree to negotiate in good faith to replace any invalid, illegal, or unenforceable provision with a valid provision that, to the greatest extent possible, achieves the original intent of the parties.

17.3 Waiver

No failure or delay by either party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. No waiver of any provision of this Agreement shall be effective unless made in writing and duly signed by an authorized representative of the waiving party.

17.4 Assignment

Customer may not assign, transfer, delegate, sublicense, or otherwise dispose of this Agreement, or any of Customer’s rights or obligations hereunder, in whole or in part, whether by operation of law, merger, acquisition, change of control, or otherwise, without Company’s prior express written consent, which consent may be withheld in Company’s sole and absolute discretion. Any purported assignment, transfer, delegation, or other disposition in violation of this Section 17.4 shall be null and void ab initio and of no force or effect. Company may freely assign, transfer, or delegate this Agreement and any of its rights or obligations hereunder, in whole or in part, without Customer’s consent, including, without limitation, in connection with any merger, acquisition, change of control, corporate reorganization, or sale of all or substantially all of Company’s assets.

17.5 Notices

All notices, demands, requests, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly delivered: (a) upon sending, if sent by email to Company at support@sagaiq.ai (with respect to notices to Company) or to the email address associated with Customer’s Account (with respect to notices to Customer), provided that no error or undeliverable message is received by the sending party; or (b) upon personal delivery; or (c) one (1) business day after deposit with a nationally recognized overnight courier service with tracking, postage prepaid and addressed to the party at the address set forth herein or such other address as a party may designate by notice. All notices to Company must reference “Terms of Service Notice” in the subject line to be effective.

17.6 No Third-Party Beneficiaries

Except as expressly provided herein, this Agreement is entered into solely for the benefit of, and shall inure solely to the benefit of, Company and Customer and their respective permitted successors and assigns. Nothing in this Agreement, expressed or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

17.7 Force Majeure

Neither party shall be liable to the other for any failure or delay in performance of any obligation hereunder (other than the obligation to make payments) to the extent that such failure or delay is caused by circumstances beyond such party’s reasonable control, including without limitation acts of God, natural disasters, war, terrorism, civil unrest, government actions, labor disputes, internet or telecommunications outages, or cyberattacks; provided, however, that the affected party shall promptly notify the other party and use commercially reasonable efforts to mitigate the effect of such event and resume performance as promptly as practicable.

17.8 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, fiduciary, employment, or franchise relationship between the parties.

17.9 Headings; Construction

Section headings are for convenience only and shall not affect the interpretation of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction against the party causing this Agreement to be drafted.

17.10 Counterparts; Electronic Signatures

This Agreement may be executed or accepted in electronic form, and any electronic acceptance or execution shall be deemed legally binding and enforceable to the same extent as a physical signature.

17.11 Survival

The following provisions of this Agreement shall survive the termination or expiration of this Agreement for any reason: Sections 2, 6.1 (Company IP ownership), 6.3 (Feedback), 8.3 (Non-Refundability), 9.5 (Effect of Termination), 10, 11, 12, 13, 14, 16, 17, and 18.

18. Contact Information; Legal Notices

All legal notices, inquiries, requests, and other formal communications required or permitted under this Agreement shall be directed to:

SagaIQ, Inc.
Legal Department
Email: support@sagaiq.ai

All notices to Company must be sent to support@sagaiq.ai with “Legal Notice — Terms of Service” in the subject line. Notices sent without such subject line designation may not be processed in a timely manner and shall not be deemed received until actually reviewed by Company’s Legal Department.

19. Additional Terms; Compliance

19.1 Export Controls and Sanctions Compliance

Customer acknowledges that the Service and related technology may be subject to applicable United States export control laws and regulations, including without limitation the Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce and the economic sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). Customer agrees not to export, re-export, transfer, or otherwise provide access to the Service to any country, entity, or individual: (a) subject to U.S. export controls or sanctions restrictions; (b) identified on the U.S. Denied Persons List, Entity List, Specially Designated Nationals List, or any other applicable restricted party list; or (c) for any purpose prohibited by applicable export control or sanctions laws, including without limitation the development of weapons of mass destruction.

19.2 Compliance with Applicable Law

Customer shall be solely and exclusively responsible for ensuring that Customer’s use of the Service complies with all Applicable Laws of any jurisdiction in which Customer operates, accesses, or uses the Service. Company makes no representation or warranty that the Service is appropriate or legally permissible in any particular jurisdiction.

19.3 Precedence of Agreement Terms

In the event of any conflict or inconsistency between these Terms and any other document, instrument, or communication relating to the Service, these Terms shall govern and control, except where a separately negotiated, fully executed written agreement between Customer and Company expressly provides otherwise with respect to such conflict.