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We’re building a community for learning and growth - come be a part of it.
Copyright Sagely 2022-2024
This End User License Agreement ("Agreement") between you (“End User” or “you”) and Grow Sagely, Inc. (“Sagely”) governs your access to and use of the Sagely application (including all related documentation, the “Application”). The Application is licensed, not sold, to you.By clicking the Agree checkbox you (a) acknowledge that you have read and understood this Agreement; (b) represent that you are of legal age to enter into a binding agreement; and (c) accept this Agreement and that you are legally bound by its terms. If you do not agree to any of the terms contained in this Agreement, please do not use the Application and delete it from your mobile device.
Subject to the terms of this Agreement, Sagely grants you a limited, non-exclusive, non-sublicensable and nontransferable license to download, install, and use the Application for Non-Commercial Use on a device owned or otherwise controlled by you (“Mobile Device”) strictly in accordance with the Application's documentation for the duration of the Term, unless there is a separate agreement with Sagely governing your commercial use of the Application. “Non-Commercial Use” means personal use and use for internal business purposes. You may permit authorized third parties to use the Application on your behalf provided that you remain responsible for (a) ensuring that such authorized third parties comply with this Agreement; and (b) any breach of this Agreement by such authorized third parties. You herby represent that you are 18 years or older or at least the age of majority in the jurisdiction where you reside or from which you use the Application.
You shall not:
(a) copy the Application, except as expressly permitted by this license;
(b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application;
(c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;
(d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;
(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time;
(f) use the Application in any unlawful manner, for an unlawful purpose, or in any manner inconsistent with this Agreement;
(g) infringe our intellectual property rights or those of any third party in relation to your use of the Application; and
(h) transmit or propagate any virus, Trojan horse, worm, bomb, corrupted file and/or similar destructive device or corrupted data in relation to the Application, and/or organize, participate in or be involved in any way in an attack on the Application or Sagely.
You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. The Application is and will be the exclusive property of Sagely. Sagely reserves and shall retain its entire right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement. All rights not expressly granted to you under this Agreement are reserved by Sagely. Sagely may use any feedback you provide in connection with your use of the Application as part of its business operations.
If you use the Application with any third party products or any products not owned or provided by Sagely, such use is at your own risk. You are responsible for complying with any third-party provider terms, including its privacy policy and data processing agreement. Sagely does not provide support or guarantee ongoing integration support for products that are not owned or provided by Sagely. Sagely does not provide any warranties or make representations to you with respect to any third party products.
You are responsible and liable for all uses of the Application through access thereto provided by Sagely, directly or indirectly. Specifically, and without limiting the generality of the foregoing, you are responsible and liable for all actions and failures to take required actions with respect to the Application by its authorized users or by any other person to whom you or an authorized user may provide access to or use of the Application, whether such access or use is permitted by or in violation of this Agreement. You will take reasonable efforts to make all authorized users aware of this Agreement’s provisions as applicable to such authorized user and shall cause such authorized user to comply with such provision.
You acknowledge that when you download, install, or use the Application, Sagely may use automatic means (including, for example, cookies and web beacons) to collect information about your Mobile Device and about your use of the Application. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Application or certain of its features or functionality, and the Application may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with this Application is subject to our Privacy Policy. By downloading, installing, using, and providing information to or through this Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
The Application may provide you with access to Sagely’s website located at https://www.growsagely.com/ (the “Website”) and products and services accessible thereon, and certain features, functionality, and content accessible on or through the Application may be hosted on the Website (collectively, “Content and Services”). Your access to and use of such Content and Services are governed by Website's Terms of Use and Privacy Policy, which are incorporated herein by this reference. Your access to and use of such Content and Services may require you to acknowledge your acceptance of such Terms of Use and Privacy Policy and/or to register with the Website, and your failure to do so may restrict you from accessing or using certain of the Application’s features and functionality. Any violation of such Terms of Use will also be deemed a violation of this Agreement.
The Content and Services are based in the State of Rhode Island in the United States and provided for access and use only by persons located in the United States or Canada. You acknowledge that you may not be able to access all or some of the Content and Services outside of the United States or Canada and that access thereto may not be legal by certain persons or in certain countries. If you access the Content and Services from outside the United States or Canada, you are responsible for compliance with local laws.
Sagely may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Sagely has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on the device you use, the Application will automatically download and install the Updates, or you may receive notice of or be prompted to download and install the available Update. You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.
The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that Sagely is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Sagely does not provide any warranties or make representations to you with respect to any Third-Party Materials. Sagely does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.
(a) The term of Agreement commences when you download the Application (“Term”) and will continue in effect until terminated by you or Sagely as set forth in this Section 11.
(b) You may terminate this Agreement by deleting the Application and all copies thereof from your device.
(c) Sagely may terminate this Agreement at any time without notice if it ceases to support the Application, which Sagely may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you commit a material or persistent breach of this Agreement.
(d) Upon termination:
(i) all rights granted to you under this Agreement will also terminate; and
(ii) you must cease all use of the Application and delete all copies of the Application from your device and account.
(e) Termination will not limit any of Sagely's rights or remedies at law or in equity. No expiration or termination shall affect your obligation to pay all license fees that may have become due before such expiration or termination, or entitle you to any refund.
THE APPLICATION IS PROVIDED TO END USER "AS IS" AND ON AN “AS AVAILABLE” BASIS AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SAGELY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, SAGELY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
THE APPLICATION IS PROVIDED TO END USER "AS IS" AND ON AN “AS AVAILABLE” BASIS AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SAGELY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, SAGELY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SAGELY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR:
(a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
(b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR SAGELY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
You agree to indemnify, defend, and hold harmless Sagely and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to your use or misuse of the Application or your breach of this Agreement and arising out of your use of any third party products, your relationship with any third party servicer or with respect to any Third-Party Materials.
The Application may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the US.
If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect; provided, however, that if any fundamental term or provision of this Agreement, including without limitation provisions set forth in Sections 1, 2 and 5, are invalid, illegal, or unenforceable, the remainder of this Agreement shall be unenforceable.
This Agreement shall be governed by the laws of the State of Rhode Island, both as to interpretation and performance, regardless of the choice of law rules of that or any other state. You agree to be subject to personal jurisdiction in the State of Rhode Island, and that the sole and exclusive jurisdiction and venue for any action arising out of or related to this Agreement shall be in the state or federal courts for the State of Rhode Island, except as may be necessary to enforce an order of such courts.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN THE EARLIER OF ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR (B) THE STATUTE OF LIMITATIONS FOR SUCH CAUSE OF ACTION; OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
This Agreement, the Terms of Use, and the Privacy Policy constitute the entire agreement between you and Sagely with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.
No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any other agreement, the terms of this Agreement shall govern, provided, however, that in the event of a conflict between this Agreement, the Terms of Use and the Privacy Policy, the Privacy Policy shall control, followed by this Agreement, followed by the Terms of Use.
You may not assign or transfer any of your rights or delegate any of your obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Sagely. Any purported assignment, transfer, or delegation in violation of this Section is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.
In no event shall Sagely be liable to you, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Sagely’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
Each party acknowledges and agrees that a breach or threatened breach by you of any of your obligations under Sections 1 and 2 would cause Sagely irreparable harm for which monetary damages would not be an adequate remedy and you agree that, in the event of such breach or threatened breach, Sagely will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.