End User License Agreement

This End-User License Agreement (“EULA”) is a legal agreement between you and SageData OOD. This EULA agreement governs the use of our SageData platform and services (“Services”) directly from SageData OOD or through our platform sagedata.co. Please read this EULA agreement carefully before using the SageData Services. It provides a license to use the SageData Services and contains warranty information and liability disclaimers. If you register for a free trial of the SageData Services, this EULA agreement will also govern that trial. By clicking “register” or signing-in and/or using the SageData software, you are confirming your acceptance of the Services and agreeing to become bound by the terms of this EULA agreement. If you are entering into this EULA agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions. If you do not have such authority or if you do not agree with the terms and conditions of this EULA agreement, do not install or use the Software, and you must not accept this EULA agreement. This EULA agreement shall apply only to the Services supplied by SageData OOD herewith regardless of whether other software is referred to or described herein. The terms also apply to any SageData OOD updates, supplements, Internet-based services, and support services for the Software, unless other terms accompany those items on delivery. If so, those terms apply.

License Grant

SageData OOD hereby grants you a personal, non-transferable, non-exclusive licence to use the SageData Services on your devices in accordance with the terms of this EULA agreement. You are permitted to load the SageData Services (for example a PC, laptop, mobile or tablet) under your control. You are responsible for ensuring your device meets the minimum requirements of the SageData Services. You are not permitted to:
  • Edit, alter, modify, adapt, translate or otherwise change the whole or any part of the Services nor permit the whole or any part of the Services to be combined with or become incorporated in any other software, nor decompile, disassemble or reverse engineer the Services or attempt to do any such things
  • Reproduce, copy, distribute, resell or otherwise use the Services for any commercial purpose
  • Allow any third party to use the Services on behalf of or for the benefit of any third party
  • Use the Services in any way which breaches any applicable local, national or international law
  • use the Services for any purpose that SageData OOD considers is a breach of this EULA agreement

Intellectual Property and Ownership

SageData OOD shall at all times retain ownership of the Services and all subsequent updates to the Services. The Services (and the copyright, and other intellectual property rights of whatever nature in the Services, including any modifications made thereto) are and shall remain the property of SageData OOD. SageData OOD reserves the right to grant licences to use the Services to third parties.

Termination

This EULA agreement is effective from the date you first use the Services and shall continue until terminated. You may terminate it at any time upon written notice to SageData OOD. It will also terminate immediately if you fail to comply with any term of this EULA agreement. Upon such termination, the licenses granted by this EULA agreement will immediately terminate and you agree to stop all access and use of the Services. The provisions that by their nature continue and survive will survive any termination of this EULA agreement.

Governing Law

This EULA agreement, and any dispute arising out of or in connection with this EULA agreement, shall be governed by and construed in accordance with the laws of Bulgaria and EU.

GENERAL TERMS AND CONDITIONS

Introduction

This Subscription License Agreement (this “Agreement”) is entered into by and between the SageData OOD and the customer, identified on the Order Form, that is purchasing a Subscription and/or Services (“You” or “Customer”), and is effective as of the date you receive the SageData OOD Services, access the SageData OOD Platform or accept or sign the Order Form, whichever comes first (the “Effective Date”). SageData OOD and Customer are collectively referred to as the “Parties” and individually as a “Party”. If you are entering into this Agreement, or open an account, on behalf of a company or legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms “You” and “Your” shall refer to such entity. This Agreement permits Customer to order the SageData OOD Services or a Subscription to access the SageData OOD Platform (as applicable) from SageData OOD pursuant to the terms and conditions contained herein.

  1. Definitions and interpretation
  1. “Authorized User” means any of your current employees, consultants, or agents whom you authorize to access and use the Platform pursuant to this Agreement.
  2. "Beta version" means the product features, functionality or services, which SageData OOD makes available to Customer to try, and which is clearly designated as beta, trial, non-production or another similar designation.
  3. “Customer”, "you", "your" means you as the user (visitor) of the Platform.
  4. “Customer Data” means any applications, data, data files and software provided by Customer or any Authorized User of Customer that reside on, or runs on or through, the Platform.
  5. “Fees” means, collectively, the Subscription Fees, any Professional Services Fees, and any other fees SageData OOD charges for its products, services, or data.
  6. “Platform” means our proprietary cloud based platform through which we provide our Services at sagedata.co.
  7. “Professional Services” means any professional services that you may request from SageData OOD from time to time and SageData OOD provides to you pursuant to a separate written agreement between SageData OOD and you, such as training, installation, integration, or consulting services.
  8. “Professional Services Fees” means the fees SageData OOD charges for the Professional Services, as set forth in the applicable agreement for Professional Services entered into between SageData OOD and you.
  9. “Prohibited Content” means content that: (i) is illegal under applicable law; (ii) contains sensitive personal Information; (iii) violates any third party’s intellectual property rights, including, without limitation, copyrights, trademarks, patents, and trade secrets; (iv) contains indecent or obscene material; (v) contains libelous, slanderous, or defamatory material, or material constituting an invasion of privacy or misappropriation of publicity rights; (vi) promotes unlawful or illegal goods, services, or activities; (vii) contains false, misleading, or deceptive statements, depictions, or sales practices.
  10. “Service”, “Services” means our provision to you of access to and usage of the Platform as set forth in this Agreement, including without limitation, both the free trial and paid subscriptions.
  11. “Subscription” means Customer’s right to use the Services for the Subscription Term.
  12. “Subscription Fees” means the fees for the Service.
  13. “Support Services” means the technical support services related to the use of the Platform and/or the Service.
  14. “Subscription Term” means the period of time Customer may access and use the Services.
  15. “We”, “our”, “us” means SageData OOD (bulevard Cherni vrah 47, Promishlena zona Hladilnika, 1407 Sofia Bulgaria), which acts under the Sagedata brand name on the Platform.
  16. In this Agreement, unless the context otherwise requires:
  1. headings are for convenience only and do not affect its interpretation or construction;
  2. the singular includes the plural and vice versa;
  3. references to recitals, clauses, sub clauses, paragraphs, annexures or schedules are references to recitals, clauses, sub clauses, paragraphs, annexures and schedules of or to this Agreement;
  4. words importing a gender include other genders; the word “person” means a natural person and any association, body or entity whether incorporated or not;
  5. where any word or phrase is defined, any other part of speech or other grammatical form of that word or phrase has a cognate meaning;
  6. a reference to any statute, proclamation, rule, code, regulation or ordinance includes any amendment, consolidation, modification, re-enactment or reprint of it or any statute, proclamation, rule, code, regulation or ordinance replacing it;
  7. all monetary amounts are in Euro currency;
  8. a reference to time refers to GMT Standard Time;
  9. "includes" is not a word of limitation; no rule of construction applies to the disadvantage of a party because this Agreement are prepared by (or on behalf of) that party;
  10. a reference to any thing is a reference to the whole and each part of it;
  11. a reference to a group of persons is a reference to all of them collectively and to each of them individually; and
  12. a reference to a document includes all amendments or supplements to, or replacements or novation’s of, that document.
  1. Term
  1. This Agreement commences on the signing date and continues for the Term unless terminated earlier in accordance with this Agreement.  
  2. Customer may extend the term by giving written notice of the extension to the SageData OOD prior to the expiry of the then current term.  
  1. Data protection
  1. SageData OOD assumes responsibility for the adherence to data privacy and protection regulation, such as the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) only to the extent as established in the relevant legislation. Assurance of adherence and responsibility for data privacy and protection regulation rests with the Customer as well, who must ensure such adherence during the term of this Agreement.
  2. Upon explicit written permission of the Customer, the Customer agrees that its name, logo or trademark can be used for marketing activities of the SageData OOD whereby the SageData OOD refers to the Customer in the specific case or generally name the Customer in general client list.
  3. All information and data received from or about the SageData OOD will be treated in confidence. Each party is obliged to observe an extended duty of confidentiality, and each party will follow procedures to ensure effective protection of all confidential information and data.
  1. Representations and warranties
  1. Each party hereby represents and warrants to the other party that:
  1. it is an entity duly established and existing in accordance with laws applicable to it;
  2. it and its representative signing the Agreement has the unrestricted right, power, authority and capacity to sign, execute and deliver the Agreement; the Agreement constitutes valid and legally binding obligations of the respective party, enforceable against it in accordance with its terms and conditions / provisions;
  3. it has taken all corporate and necessary action required to be taken by such party to authorize the execution and delivery of the Agreement and the performance of its obligations hereunder, including receipt of any necessary corporate, governmental or other authorization, consent or permit;
  4. neither execution of the Agreement, nor compliance with the terms and conditions / provisions hereof, conflicts with, or results in a breach or violation of any of the terms and conditions / provisions of (i) any judgement, decision, award, ruling, order, injunction or decree of any court, arbitral tribunal or governmental or local authority, to which it is subject; or (ii) any transaction, contract, commitment, license or permit to which it is a party; or (iii) any applicable law, and/or (iv) any material rights of the creditors of the Parties;
  5. the Agreement is concluded by mutual negotiations and the terms and conditions of the Agreement correspond to interests of the parties, principles of fairness, reasonableness and justice;
  6. the parties warrant to each other that the representations and warranties provided herein are true and accurate as on the day of execution of the Agreement and will remain such until the final discharge hereof and until that the representations and warranties shall be valid according to their meaning. Further, they warrant to each other that none of them omits or conceals any matter, the omission or concealment of which would make any of such representation or warranty false or misleading in any material respect;
  7. it will do all acts, matters and things that may be necessary for and incidental to the proper and efficient execution of the obligations under this Agreement;
  8. if any of the above representations and warranties of a Party are not accurate in all material respects on the date hereof and throughout the term of the Agreement, then such Party shall be in material breach of the Agreement.
  9. it and its Personnel:
  1. have not been convicted of an offence under the Criminal Code where one of the elements of the offence is that the person is a participant in a criminal organisation; or
  2. are not subject to an order under, or have not been convicted of a criminal offence.
  1. You represent and warrant to SageData OOD that the Customer Data contains no Prohibited Content and that you have the right to provide SageData OOD the Customer Data in accordance with this Agreement.
  2. The Service, the Platform, any free products, their components, the documentation, the Support Services, any other materials provided hereunder are provided “as is” without warranty of any kind, and SageData OOD and its licensors make no warranties, whether expressed, implied, or statutory regarding or relating to the Service, the Platform, any free products, their components, the documentation, the support Services, and any other materials furnished or provided to customer under this agreement. to the maximum extent permitted under applicable law, SageData OOD and its licensors specifically disclaim all implied warranties merchantability, satisfactory quality, fitness for a particular purpose and non-infringement with respect to the Platform, documentation, and Services provided by SageData OOD hereunder, and with respect to the use of the foregoing, and any warranties arising from a course of dealing, course of performance, or usage of trade. Further, SageData OOD shall strive to ensure that the Platform would be error-free and that the customer’s use of the Platform would be uninterrupted. To the extent that either party may not as a matter of applicable law disclaim any implied warranty, the scope and duration of such warranty will be the minimum permitted under such law. without limiting the foregoing, neither SageData OOD, SageData OOD’s affiliates, nor SageData OOD’s licensors warrant that the content you receive through the Service, the free products, the Platform is accurate, reliable or correct; that the Service, the free products, the Platform will meet your requirements; SageData OOD shall strive to ensure that the Service, the free products, the Platform would be available, uninterrupted and secure; SageData OOD shall strive to ensure that any defects or errors would be corrected and that the Service, the free products, the Platform would be free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service, the free products, the platform is downloaded at your own risk and you will be solely responsible for any damage to your systems or loss of data that results from such download or your use of the Service, the free products, the Platform. SageData OOD uses a third-party data center to host the Platform. SageData OOD shall strive to choose responsibly a third-party, which shall adhere to data privacy and protection regulation, such as the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) and if possible, SageData OOD shall conclude an agreement with a third party ensuring that it will provide its services in a data protection compliant manner. However, SageData OOD is not responsible for any third party’s unlawful actions and (or) for any third party’s breach of data protection (if any). All information that SageData OOD stores is encrypted with the individual secure keys or protected otherwise. SageData OOD will take all possible steps in order to ensure the safety of all Customer’s data. However, SageData OOD shall not be responsible and (or) cannot be held liable for criminal (unlawful) acts, i.e. theft of the data, committed by the third parties.
  1. Intellectual Property Rights
  1. Other than content you own, which you may have opted to include on the Platform, under this Agreement, SageData OOD and/or its licensors own all rights to the intellectual property and material contained in the Platform, and all such rights are reserved.
  2. You are granted a limited license only, subject to the restrictions provided in this Agreement, for purposes of viewing the material contained on the Platform.
  3. The content of the Platform is protected by copyright and we reserve all intellectual property rights, which may subsist in the Platform content.
  4. By accepting the Agreement, you are granted a non-exclusive license to:
  • view the Platform;
  • print pages from the Platform in its original form; and
  • download any material from the Platform for caching purposes only.
  1. You must not, without our prior written consent which may be withheld at its absolute discretion:
  • copy, republish, reproduce, duplicate or extract Platform content;
  • redistribute, sell, rent or license any Platform content; or
  • edit, modify or vary the Platform content.
  1. Restrictions
  1. You are expressly and emphatically restricted from all of the following:
  1. publishing any Platform material in any media;
  2. selling, sublicensing and/or otherwise commercializing any Platform material;
  3. publicly performing and/or showing any Platform material;
  4. using the Platform in any way that is, or may be, damaging to the Platform;
  5. using the Platform in any way that impacts user access to the Platform;
  6. using the Platform contrary to applicable laws and regulations, or in a way that causes, or may cause, harm to the Platform, or to any person or business entity;
  7. engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to the Platform, or while using the Platform;
  8. using the Platform to engage in any advertising or marketing.
  1. In case of a breach of your obligations under these terms or in case if the Platform is under maintenance and upgrade works, certain areas of the Platform may be restricted from access by you and SageData OOD may further restrict access by you to any areas of the Platform in its sole and absolute discretion upon the notification in advance. Any user ID and password you may have for the Platform are confidential and you must maintain confidentiality of such information.
  1. Your Content
  1. “Your Content” shall mean any audio, video, text, images or other material you choose to display on the Platform.
  2. Your Content must be your own and must not be infringing on any third party’s rights. SageData OOD reserves the right to remove any of Your Content from the Platform at any time, and for any reason, upon the notice in advance.
  3. You understand that Your Content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
  4. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the Platform through which the Service is provided, without express written permission by us.
  1. Fees, Payment, and Taxes
  1. Payment. The Fees and any applicable Taxes (as defined below) are due and payable as set forth in this Section 8.3 below. Unless otherwise specified on an Order Form, all Fees will be paid in Euros. Payment will be made without the right of set-off or chargeback. Customer shall pay all amounts due under this Agreement to SageData at the address set forth herein or such other location as SageData designates in writing. Fees for the Cloud Subscriptions are based on SageData’s then current list price. Unless otherwise set forth on the Order Form, SageData reserves the right to adjust the current list price or change its subscription plan or any components thereof in its sole discretion upon written notice of such change to Customer at least thirty (30) days in advance. Any amount not paid when due may be subject to interest at the rate of one and one half percent (1.5%) per month, or the maximum rate permitted by law, whichever is greater, determined and compounded on a daily basis from the date due until the date paid. SageData shall be entitled to recover all reasonable costs of collection (including reasonable attorneys’ fees, expenses, and costs) incurred in attempting to collect undisputed payments from you that are more than thirty (30) days delinquent.
  2. Taxes. All amounts payable by Customer to SageData under this Agreement are exclusive of any tax, levy, VAT or other relevant governmental charge that may be assessed in any jurisdiction (“Taxes”) and Customer agrees to pay such Taxes, except for Taxes based on SageData’s income, whether based on gross revenue, the delivery, possession, or use of the Platform, the provision of the Service or the Professional Services, the execution or performance of this Agreement or otherwise, including, without limitation, all goods and services tax, sales tax, excise duty, import or export levy, value added tax, governmental permit fees, license fees, and customs. If, as a result of any tax or levy, Customer is required to withhold any amount on any payment to SageData, then either (i) the amount of the payment to SageData shall be automatically increased to totally offset such tax, so that the amount actually remitted to SageData, net of all taxes, equals the amount invoiced or otherwise due, or (ii) SageData will invoice you for such Taxes, and you shall reimburse SageData in accordance with Section 9. Customer will promptly furnish SageData with the official receipt of payment of these taxes to the appropriate taxing authority. If Customer is tax exempt, Customer shall provide SageData with a certificate of exemption acceptable to the taxing authority. You hereby agree to defend, indemnify, and hold harmless SageData and its officers, directors, managers, employees, and agents from any and all liabilities, costs, and expenses (including reasonable attorneys’ fees) in connection with any Taxes and related costs, interest, and penalties paid or payable by SageData on your behalf.
  3. Subscriptions and Automatic Renewals. The Services are available through monthly and/or annual subscriptions. SUBSCRIPTION FEES WILL BE AUTOMATICALLY CHARGED TO YOUR PAYMENT METHOD ON FILE EACH MONTH OR YEAR, AS APPLICABLE, UNTIL YOU CANCEL. Your Subscription Term shall commence on the Order Effective Date and will automatically renew on each subsequent monthly or annual anniversary date of your subscription thereafter unless cancelled or otherwise terminated in accordance with this Agreement. Customer agrees that prior to commencement of the Subscription Term and prior to the commencement of any subsequent renewal date thereof, SageData will charge your then-current payment method associated with your account with the applicable then-current Subscription Fee. SageData reserves the right to cancel any subscription if SageData is unable to successfully charge your payment method to renew your subscription. All Subscription Fees are fully earned upon payment. You hereby expressly agree that SageData may submit periodic charges (e.g., monthly or annually) without further authorization from you until SageData receives written notice from you that you have terminated this authorization or wish to change your payment method. Such notice will not affect charges submitted before SageData could reasonably act upon such notice.
  4. Payment by Credit Card; Electronic Payment. SageData uses a third-party payment processing service to process all such transactions (“Payment Processing Provider”). Customer shall provide (upon registration on the Platform) either a valid credit card, or other acceptable method of electronic payment as approved by SageData, to SageData’s Payment Processing Provider and shall take all necessary steps to authorize automatic payment, as follows: (i) for Subscription Fees, the Payment Processing Provider may, as applicable, automatically charge Subscription Fees and any applicable Taxes in advance on the periodic basis (i.e., monthly or annually) set forth on the Order Form; and (ii) for Overages and/or any upgrades to the Service that you order, the Payment Processing Provider may, as applicable, automatically charge the associated Overages and/or Subscription Fees and any applicable Taxes in arrears or at the time the applicable upgrade order is placed, respectively. You consent to the disclosure of your Billing Information to such Payment Processing Provider. You may receive a receipt upon SageData’s receipt of payment or you may obtain a receipt from the Platform to track your Cloud Subscription status and Fees. Any failure by Customer to provide the electronic payment information within ten (10) days of the execution of an Order Form or commencing use of the Platform on a non-trial basis may result in the cancellation of the transaction by SageData. Customer hereby waives any requirement it may have to process payments under an invoice via a purchase order and agrees to pay SageData in accordance with the payment methods described in this Section. Customer agrees to promptly notify SageData of any change in account number, date of expiration or any other information necessary to ensure uninterrupted processing of the Subscription Fees. Upon execution of an Order Form and completion of the payment registration, Customer hereby authorizes SageData to automatically charge the Subscription Fees for all Cloud Subscriptions purchased under this Agreement and each subsequent renewal thereafter until or unless cancelled or terminated pursuant to this Agreement. Any Subscription Fee not paid when due shall be considered delinquent and SageData reserves the right to suspend or terminate Customer’s Cloud Subscription in accordance with the terms of this Agreement. Finally, Customer understands and agrees that access to or continued access to the Platform is contingent upon SageData receiving payment in full for the Subscription Fee.
  5. Payment Against Invoice. If you are paying any Fees and/or Taxes by invoice, SageData will invoice you as follows: (i) for Subscription Fees, SageData will invoice you in advance on the periodic basis (i.e., monthly or annually) set forth on the applicable Order Form; (ii) for any upgrades to the Service that you order, SageData will invoice you at the time the applicable upgrade order is placed; and (iii) for any Overages, SageData will invoice you in arrears on a monthly basis. All amounts invoiced are due and payable within fourteen (14) days of your receipt of the invoice, unless otherwise specified on the applicable Order Form. Unless otherwise specified on an Order Form, the Fees shall be invoiced upon execution of the applicable Order Form by both Parties. If no Order Form is executed, then upon receipt and acceptance of a valid purchase order by SageData.
  6. Payment Information. You will keep your contact information and Billing Information up to date. Changes may be made on your Subscriptions page on the Platform.
  7. Non-Cancelable and Non-Refundable. Except as expressly stated, all Fees and Taxes payable under this Agreement are non-cancelable, and all payments made are non-refundable.
  8. Customer agrees to pay SageData OOD the applicable Subscription Fees, Professional Service Fees, and any other fees accrued by Customer, as applicable.
  9. Customer agrees to pay SageData OOD for all modules that were launched through the Platform. For this purpose, the Customer agrees to trust SageData OOD automated system that monitor, when the module was turned on and when it was turned off.
  10. The amount due in the invoice will be based on the SageData OOD logs, which are undisputable.
  11. In case if the Customer has doubts regarding the SageData OOD logs, SageData OOD is entitled to conduct an audit. SageData OOD shall not be liable if during the audit occurs that the logs were not correct. In case if during the audit occurs that the logs were correct, the Customer shall be obliged to pay for the executed audit.
  12. The Fees and any applicable taxes are due and payable as set forth in this Section.
  13. Unless otherwise specified, all Fees will be paid in euro. Payment will be made without the right of set-off or chargeback. Customer shall pay all amounts due to SageData OOD.
  14. Invoices shall be issued within first 10 days for the previous month and shall be payable within 14 days from the date the invoice is sent.
  15. Unless otherwise specified, SageData OOD reserves the right to adjust the current list price or change its subscription plan or any components thereof in its sole discretion upon written notice of such change to Customer at least thirty (30) days in advance.
  16. Any amount not paid when due may be subject to interest at the rate of one and one half percent (1.5%) per month, or the maximum rate permitted by law, whichever is greater, determined and compounded on a daily basis from the date due until the date paid. SageData OOD shall be entitled to recover all reasonable costs of collection (including reasonable attorneys’ fees, expenses, and costs) incurred in attempting to collect undisputed payments from the Customer that are more than thirty (30) days delinquent.
  17. All amounts payable by the Customer to SageData OOD under this Agreement are exclusive of any tax, levy, VAT or other relevant governmental charge that may be assessed in any jurisdiction (“Taxes”) and Customer agrees to pay such Taxes, if applicable.
  18. The Customer hereby agrees to defend, indemnify, and hold harmless SageData OOD and its officers, directors, managers, employees, and agents from any and all liabilities, costs, and expenses (including reasonable attorneys’ fees) in connection with any Taxes and related costs, interest, and penalties paid or payable by SageData OOD on Customer’s behalf.
  19. Any Subscription Fee and (or) Professional Services Fees not paid when due shall be considered delinquent and SageData OOD reserves the right to suspend or terminate the Subscription in accordance with this Agreement. Finally, Customer understands and agrees that access to or continued access to the Platform is contingent upon SageData OOD receiving payment in full for the Subscription Fee.
  20. Unless otherwise specified, all Fees and Taxes payable under this Agreement are non-cancelable, and all payments made are non-refundable.
  1. Disputed invoices
  1. If the Customer disputes the amount of any invoice, the Customer may not withhold or suspend payment of any disputed part of the invoice until the dispute is resolved.
  2. Each party must continue to perform its obligations under this Agreement in the event of a dispute about an invoice, while that dispute is resolved.
  3. Customer must

(a)        pay any non-disputed amounts; and

(b)        promptly pay any disputed amounts that are subsequently found to be correctly payable.

  1.  Accuracy, Completeness and Timeliness of Information
  1. We are not responsible if information made available on the Platform is not accurate, complete or current. The material on the Platform is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on the Platform is at your own risk.
  2. The Platform may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of the Platform (changing the look at fill, adding new widgets and adding new functionality, etc.) at any time. SageData OOD reserves the right not to inform the Customer about irrelevant and (or) non-significant changes to the Platform, provided that these changes do not affect the Customer’s usage of the Platform. SageData OOD shall strive to inform the Customer about any important, essential and (or) significant changes to the Platform in the form of a newsletter, which shall be sent to the Customer’s email address before the changes will take place. It is the sole Customer’s responsibility to regularly check its email inbox (including, but not limited to, a spam, junk mailbox) and it is the sole Customer’s responsibility to stay subscribed to SageData’s OOD newsletters. SageData OOD shall not take any responsibility and (or) liability for whatever consequences in case if the Customer will opt-out from the subscription of SageData’s OOD newsletters and (or) in case if the Customer for any other reason will miss SageData’s OOD newsletter. It is a sole SageData’s OOD discretion to decide which changes to the Platform shall be considered as essential (worth notifying) and which not.
  1.  Prohibited uses
  1. In addition to other prohibitions as set forth in the Agreement, you are prohibited from using the Platform or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
  2. The Customer shall be responsible for the namespace it choose on the Platform. The Customer shall not infringe any copyrights, trademarks, patents, and trade secrets of any person using the Platform. SageData OOD shall reserve the right to modify the Customer’s registered name and SageData OOD shall reserve the right to request proof of name and company registration at any time before, during and after the Customer’s registration.
  1.  Support / Professional Services
  1. SageData OOD may provide Customer with the support services.
  2. If the Customer requires an involvement of our IT personal to solve an issue that was a result of the Customer’s action and it is not an error, inaccuracy or omission of our Platform, the Customer shall pay for such support services an hourly rate, which equals to 86 euros and which shall be billed in half hour increments.
  3. It a sole discretion of SageData OOD to determine the error, inaccuracy or omission of the Platform.
  1.  Errors, inaccuracies and omissions
  1. Occasionally there may be information on our Platform or in the Service, which contains typographical errors, inaccuracies or omissions. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel our Service if any information in the Service or on any related website is inaccurate at any time. SageData OOD reserves the right not to inform the Customer about irrelevant and (or) non-significant errors, inaccuracies or omissions in the Platform, provided that these errors, inaccuracies or omissions do not affect the Customer’s usage of the Platform.
  2. We shall update, amend or clarify only important, essential and (or) significant information in the Service or on any related website, including without limitation, pricing information. SageData OOD shall strive to inform the Customer about important, essential and (or) significant information in the form of a newsletter. It is the sole Customer’s responsibility to regularly check its email inbox (including, but not limited to, a spam, junk mailbox) and it is the sole Customer’s responsibility to stay subscribed to SageData’s OOD newsletters. SageData OOD shall not take any responsibility and (or) liability for whatever consequences in case if the Customer will opt-out from the subscription of SageData’s OOD newsletters and (or) in case if the Customer for any other reason will miss SageData’s OOD newsletter. It is a sole SageData’s OOD discretion to decide which information in the Service shall be considered as essential (worth notifying) and which not.
  1.  Fair Use of Tiers
  1. Please note that use of the Platform is subject to system limits to ensure uninterrupted functioning of the Service infrastructure.
  2. If your Service usage exceeds the limits, we reserve the right to take corrective action, including but not limited to limit use, disconnect Services or charge the Customer a higher amount.
  3. If you require higher limits, please contact a dedicated account manager or get in touch with us to discuss available options.
  1.  Limitation of liability
  1. We do not guarantee, represent or warrant that your use of our Service will be uninterrupted, timely, secure or error-free. However, SageData OOD shall take all possible measures in order to ensure uninterrupted, timely, secure and error-free Service.
  2. We do not warrant that the results that may be obtained from the use of the Service will be accurate or reliable. However, SageData OOD shall take all possible measures in order to ensure accurate and reliable Service.
  3. Upon the notification in advance, SageData OOD is entitled to remove or cancel the Services at any time. In such a case, you shall not be charged with any fees for the period when the Services were not provided.
  4. You expressly agree that your use of, or inability to use, the Service is at your sole risk. The Service and all products and Services delivered to you through the Service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
  5. In no case shall SageData OOD, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the Service or any products procured using the Service, or for any other claim related in any way to your use of the Service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Service or any content (or product) posted, transmitted, or otherwise made available via the Service, even if advised of their possibility.
  1.  Indemnification
  1. You agree to indemnify, defend and hold harmless SageData OOD and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of this Agreement or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
  1.  Severability
  1. In the event that any provision of this Agreement is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from this Agreement, such determination shall not affect the validity and enforceability of any other remaining provisions.
  1.  Confidential Information
  1. All information disclosed by one party to the other party during the term of this Agreement that is either identified in writing at the time of disclosure as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of the disclosure, whether in oral, written, graphic or electronic form, shall be deemed to be “Confidential Information”.
  2. Information will not be considered Confidential Information if the receiving party can establish by documentary evidence that the information is or was: publicly available through no act or omission of the receiving party; in the receiving party’s lawful possession prior to disclosure by the disclosing party and not obtained either directly or indirectly from the disclosing party; lawfully disclosed to the receiving party by a third party without restriction on disclosure; or independently developed by the receiving party without use of or access to the disclosing party’s Confidential Information.
  3. The parties agree, both during the Subscription Term and for a period of three years (or, as applicable, with respect to Confidential Information that is a trade secret, for an indefinite period) after its termination, to hold each other’s Confidential Information in confidence and not to disclose such information in any form to any third party without the express written consent of the disclosing party, except to employees, subcontractors, agents or service providers performing services for the benefit of the receiving party (collectively, “Representatives”) who are under a written non-disclosure agreement protecting the applicable Confidential Information in a manner no less restrictive than this Agreement.
  4. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its Representatives in violation of this Agreement. A receiving party facing legal action to disclose Confidential Information of the disclosing party shall, to the extent permitted by law, promptly notify and provide the disclosing party the opportunity to oppose such disclosure or obtain a protective order and shall continue to treat such information as Confidential Information.
  1.  Customer Data
  1. SageData OOD will use your Customer Data only to provide the Service and as otherwise permitted by this Agreement and applicable law. SageData OOD reserves the right to modify its privacy policy from time to time or as required by applicable law. You hereby grant us a worldwide, royalty-free, non-exclusive license to access, use, copy, reproduce, display and distribute the Customer Data during the term, in order to provide the Service to you under this Agreement.
  2. SageData OOD may also retain a copy of your data for a reasonable period of time in order to provide the Service and/or the Professional Services or as otherwise required by applicable law, rule or regulation. You shall have sole responsibility for the accuracy, quality, and legality of your data. SageData OOD does not own or accept any responsibility for any Customer Data or material that Customer processes or submits to the Services in the course of Customer’s use of such Services.
  3. SageData OOD assumes responsibility for the adherence to data privacy and protection regulation, such as the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) only to the extent as established in the relevant legislation.
  4. Customer can request SageData OOD to delete all of its Customer Data and SageData OOD shall execute such request. However, the Customer understands that in certain cases, it may be impossible to delete old logs and the Customer shall not hold liable SageData OOD for the non-compliance of such request.
  5. Customer can request SageData OOD to export its Customer Data and SageData OOD shall execute such request within 30 days from the date such request was received.
  1.  Data Security
  1. SageData OOD shall employ commercially reasonable physical, administrative, and technical safeguards to secure your data on the Platform from unauthorized use or disclosure. Some of such data may be subject to governmental regulation or otherwise may require security measures beyond those set forth herein. Unless SageData OOD has first agreed in writing to provide such additional required security measures, SageData OOD shall have no obligation to do so or any liability in connection therewith.
  2. We may share some of the data with companies that help us to run our business. Such companies include payment processing companies, email delivery service providers, server companies, charge back management service providers, fraud monitoring and prevention providers, and other service providers. SageData OOD shall strive to choose responsibly a third-party, which shall ensure data security and which shall adhere to data privacy and protection regulation, such as the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679). If possible, SageData OOD shall conclude an agreement with a third party ensuring that it will provide its services in a data protection compliant manner. However, SageData OOD shall not be responsible for any third party’s unlawful actions and (or) for any third party’s breach of data protection (if any).
  1.  Modifications to the Service and Prices
  1. Prices for our Service are subject to change with notice.
  2. We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) with notice at any time.
  3. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
  4. We reserve the right, but are not obligated, to limit the sales of our Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any Services that we offer.
  5. We do not warrant that the quality of Services, information, or other material purchased or obtained by you will meet your expectations.
  1.  Optional tools
  1. We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
  2. You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
  3. Any use by you of optional tools offered through the Platform is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the Agreement on which tools are provided by the relevant third-party provider(s).
  4. We may also, in the future, offer new services and/or features through the Platform (including, the release of new tools and resources). Such new features and/or services shall also be subject to this Agreement.
  1.  Assignment
  1. SageData OOD shall be permitted to assign, transfer, and subcontract its rights and/or obligations under this Agreement. However, you shall not be permitted to assign, transfer, or subcontract any of your rights and/or obligations under this Agreement.
  1.  Force Majeure
  1. Neither party shall be liable to the other for its failure to perform its obligations under this Agreement, except for payment obligations, during any period in which such performance is delayed or rendered impracticable or impossible due to unforeseen circumstances beyond its reasonable control.
  1.  Entire Agreement
  1. This Agreement and Order Form, including any legal notices and disclaimers contained on the Platform, constitute the entire agreement between SageData OOD and you in relation to your use of the Platform, and supersede all prior agreements and understandings with respect to the same. If any provision of this Agreement is adjudicated invalid or unenforceable, the remaining provisions will remain in full force and effect and the Agreement will be amended to the minimum extent necessary to achieve, to the maximum extent possible, the same legal and commercial effect originally intended by the parties.
  1.  Suspension
  1. In addition to its other rights under this Agreement, SageData OOD may suspend Customer’s access to the Service upon written notice to (a) comply with any law, regulation, court order, or other governmental request or order which requires immediate action; or (b) for Customer’s non-payment of the applicable Fees, or for (c) any unauthorized use of the Service by Customer or any of its Authorized Users. SageData OOD will not suspend the Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If the Service is suspended for non-payment, SageData OOD may, in its sole discretion, charge a re-activation fee to reinstate them. You will promptly reimburse SageData OOD for any reasonable expenses of collection, including costs, disbursements, and reasonable outside legal fees SageData OOD incurs, to the extent necessitated by your refusal to pay amounts that you are not disputing in good faith. If suspended, SageData OOD will promptly restore use of the Service to Customer as soon as the event giving rise to the suspension has been resolved to SageData OOD satisfaction.
  1.  Termination
  1. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this Agreement for all purposes.
  2. This Agreement is effective unless and until terminated by either you or us. Upon the 30 days written notice in advance, you may terminate this Agreement at any time by notifying us that you no longer wish to use our Services.
  3. If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of this Agreement, we also may terminate this Agreement at any time upon the notice in advance and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
  4. Immediately upon the termination, you shall cease all use of the Services. Within ten business days following the termination date, you shall, at our option, return to us or destroy (and certify to us in writing as to such destruction) and any other materials embodying or reflecting the Services and the Confidential Information. On termination or expiration of this Agreement, you shall immediately pay us the remaining balance (if any).
  1.  Notices
  1. All notices under this Agreement shall be sent in writing and shall be delivered by personal hand delivery; first class mail with return receipt; overnight mail by recognized commercial carrier with tracking receipt; or by confirmed email or fax.
  1.  Relationship of the Parties
  1. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, franchise, agency, fiduciary or employment relationship between Customer and SageData OOD.
  1.  Governing Law & Jurisdiction
  1. This Agreement and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Bulgaria.
  2. Access to the content may not be legal by certain persons or in certain countries. If you access the Platform from outside of EU, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.
  3. Any action or proceeding arising out of or related to the Agreement must be brought in the court of Sofia, Bulgaria.
  1.  General Provisions
  1. Any provision of, or the application of any provision of this Agreement which is prohibited in any jurisdiction is, in that jurisdiction, ineffective only to the extent of that prohibition.
  2. Any provision of, or the application of any provision of this Agreement which is void, illegal or unenforceable in any jurisdiction does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction.
  3. If a clause is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in this Agreement.
  4. Any cause of action you may have with respect to your use of our Services must be commenced within one (1) year after the claim or cause of action arises.
  5. Customer may, from time to time, provide suggestions, comments, corrections, ideas, enhancement or feature requests or other information to SageData OOD with respect to any of Services, Documentation, Professional Services or operations (collectively, referred to hereafter as “Feedback”). Customer agrees that such Feedback is given voluntarily, and that SageData OOD may use, disclose, reproduce, modify, commercialize, license, distribute and exploit the SageData OOD freely, in its sole discretion, without any restriction or obligation of any kind. For the avoidance of doubt, Feedback shall not include Confidential Information or Customer data.

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