SageContent Terms and Conditions

    Last Updated: August 2026

    1. Introduction

    SageContent (“Sage,” “we,” “our,” or “us”) is operated by N2 Content Marketing LLC, d/b/a “SageContent,” a Colorado limited liability company. Sage is a subscription software platform that provides AI-powered content tools and related production services to financial advisors and similar content creators (“you” or “Customer”).

    These Terms and Conditions (“Terms”) govern your access to and use of the Sage platform at sagecontent.ai and app.sagecontent.ai, the associated applications, APIs, and Documentation, and all related services (the “Services”).

    By creating an account, clicking “I accept,” completing checkout, or using any part of the Services, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Services.

    1.1 Order of Precedence

    If you have executed a separate written agreement with us covering the Services, including a Sage Concierge Service Agreement or a signed Order Form, that agreement controls to the extent it conflicts with these Terms. In all other respects these Terms continue to apply. No purchase order, vendor form, or other document you submit will modify these Terms, and any additional or conflicting terms in such a document are rejected and have no effect, notwithstanding our acknowledgement or performance.

    2. Definitions

    • Account - The user profile created to access the Services.
    • Add-On - An optional, separately priced element you may attach to a Subscription, including a recurring Editing Credit allocation, one-off Editing Credit packs, and Studio Days.
    • AI Usage - The metering system that governs access to AI-powered features. AI Usage allocations vary by plan and are shown in your Settings tab.
    • Confidential Information - Non-public information disclosed by either party that is designated confidential or that a reasonable person would understand to be confidential, including Customer Data, Sage IP, pricing, product roadmaps, and security documentation.
    • Customer Data - User Content together with any non-public data you import into or generate within the Services.
    • Documentation - User guides, knowledge-base articles, and technical instructions we provide.
    • Editing Credits - Units redeemable for video editing performed by Sage’s editing team. Editing Credits represent a limited, revocable right to request services and are not stored value, currency, a security, a deposit, or a gift certificate. They are non-transferable between Accounts, bear no interest, have no cash value, and are not property of the Customer.
    • Force-Majeure Event - An event beyond a party’s reasonable control, including natural disaster, war, terrorism, civil unrest, pandemic, labor dispute, internet, hosting, or third-party service outage, failure or material change of a third-party platform or AI provider, and governmental action.
    • Order Form - The checkout summary, proposal, or written order describing your selected plan, Add-Ons, commitment, and fees.
    • Output - Content generated by the AI features of the Services in response to your inputs.
    • Pricing Page - The pricing information published at sagecontent.ai or presented to you at checkout.
    • Studio Day - One day of professional recording at a Sage studio location in Denver, Colorado.
    • Subscription - A time-bound, fee-based plan granting access to the Services.
    • Teams Account - A multi-seat organizational Subscription with centralized billing and administrative controls.
    • Team Administrator - A user with elevated permissions in a Teams Account who can manage seats, configure Editing Credit distribution, and manage users.
    • User Content - Data, scripts, video files, text, images, and other material you submit, upload, or transmit through the Services, and Output you retain.

    3. Eligibility, Accounts & Access

    3.1 Eligibility and Authority

    You must be at least 18 years old and legally able to enter into contracts. If you accept these Terms on behalf of a firm, entity, or organization, you represent that you have authority to bind it, and “you” refers to both you and that entity, which is jointly and severally responsible for all obligations under these Terms. You further represent that you hold all licenses, registrations, and approvals required to conduct your business and to publish the content you create using the Services, and that your use of the Services is permitted by your firm’s policies and supervisory procedures.

    3.2 How Accounts Are Created

    The Services are not available for self-service signup. Access requires a scheduled consultation with our sales team and completion of checkout with a valid payment method on file. A payment method is required whether or not a free trial is applied to your Account.

    3.3 Account Security

    You are responsible for all activity under your Account and for maintaining the confidentiality of your credentials, and you accept responsibility for any use of the Services through your credentials, whether or not authorized by you. Notify us at sage@sagecontent.ai promptly of any unauthorized use.

    3.4 Accuracy of Information

    You represent that your registration, billing, and contact information is accurate and complete, and you agree to keep it current. We may rely on the information in your Account for all notices and billing.

    4. Subscription Term, Renewal & Cancellation

    4.1 Term

    Your Subscription begins on the effective date shown at checkout or on your Order Form and continues for the initial term you select, monthly or annual. Annual Subscriptions are for a fixed twelve-month term.

    4.2 Automatic Renewal

    Your Subscription and any recurring Add-On renew automatically for successive terms of equal length, and the payment method on file will be charged at the then-current rate, unless cancelled before the renewal date. Monthly Subscriptions renew monthly; annual Subscriptions renew annually.

    4.3 Renewal Reminders

    We will send you an email reminder in advance of each automatic renewal of your Subscription and of any recurring Add-On. For annual Subscriptions and annually recurring Add-Ons, that reminder will be sent not less than twenty-five (25) and not more than forty (40) days before the renewal date. Each reminder will identify what is renewing, the amount that will be charged, the renewal date, and how to cancel.

    4.4 Cancellation

    You may cancel your Subscription, or any recurring Add-On independently of your Subscription, online at any time from your dashboard, or by emailing sage@sagecontent.ai. Cancellation prevents the next automatic renewal and takes effect at the end of your then-current billing period. We will not require you to call us, speak with anyone, or leave the Services in order to cancel. We may present a retention, pause, or right-sizing option during cancellation and may ask why you are leaving, but you may decline any offer, skip any question, and complete your cancellation immediately.

    Cancellation of an annual Subscription during its twelve-month term prevents renewal at the end of that term. It does not shorten the term, suspend or reduce fees committed for that term, or entitle you to a refund of any portion of the fees paid for it.

    4.5 Non-Renewal by Sage

    We may elect not to renew your Subscription by giving you written notice at least thirty (30) days before the end of the then-current term.

    4.6 Effect of Cancellation

    Cancellation stops future charges. It does not entitle you to a refund of amounts already paid, and annual fees are not prorated.

    On cancellation, expiration, or termination of your Subscription for any reason, all unused Editing Credits and all unused Studio Days in your Account are forfeited, including Editing Credits delivered during a free trial. Forfeited Editing Credits and Studio Days are non-refundable and have no cash value. The parties acknowledge that this forfeiture is not a penalty, that it reflects the agreed exchange under which credits and Studio Days are made available at subscription rates and roll over without expiry while your Subscription is active, and that we price the Services in reliance on it. If you intend to use accumulated Editing Credits or Studio Days, do so before cancelling.

    4.7 Account Pause

    You may pause your Subscription once in any rolling twelve (12) month period for up to thirty (30) days. A pause must be requested through your dashboard or by emailing sage@sagecontent.ai before the next billing date. During a pause, recurring Subscription fees and recurring Add-On charges are suspended, but any fees already charged for the current billing period are not refunded or prorated. Access to the Services is suspended during the pause, and unused Editing Credits, Studio Days, and AI Usage remain in your Account but may not be consumed until the Subscription resumes. At the end of the thirty (30) day pause, your Subscription will automatically resume and billing will continue on the same renewal schedule as before the pause. If you cancel during a pause, Section 4.4 and Section 4.6 apply and any unused Credits and Studio Days are forfeited.

    5. Plans, Add-Ons, Fees & Billing

    5.1 Plans

    We currently offer Sage Flex, an individual base Subscription; Teams, a multi-seat organizational Subscription; and Sage Concierge, a premium done-for-you program available only under a separately executed Service Agreement. Any Flex or Teams Subscription may be combined with the Add-Ons described in Sections 5.3 and 5.4.

    The features included in each plan are described on the Pricing Page or on your Order Form. Sage Flex includes access to the AI content tools, the AI Video Editor, the Video Board, compliance tooling and exports, the Learning Center, and a recurring AI Usage allocation. Plans do not include Editing Credits except where expressly stated on your Order Form.

    5.2 Fees

    The fees applicable to your Subscription and to each Add-On, including base Subscription fees, per-credit rates, per-seat fees, Studio Day rates, and AI Usage extension fees, are those set out on the Pricing Page or on your Order Form at the time of purchase. Annual Subscription fees are billed in full at the start of each annual term.

    5.3 Editing Credits

    1. Recurring allocation. You may elect a recurring monthly allocation of Editing Credits in a quantity you select. Per-credit rates are volume-banded. Banding is flat-rate rather than marginal: all credits in your allocation are priced at the rate for the band into which your total quantity falls, so increasing or decreasing your quantity across a band threshold reprices the entire allocation.
    2. Delivery. If you are billed monthly, credits are delivered on each billing date. If you are billed annually, the full allocation for the annual term is delivered to your Account at the start of that term.
    3. Billing. The first period of a recurring allocation is charged at checkout and thereafter on the same cycle as your Subscription. A recurring allocation renews automatically under Section 4.2 and may be changed or cancelled under Section 4.4.
    4. One-off packs. Editing Credit packs may be purchased at any time in a single payment. Pack sizes and prices are shown on the Pricing Page. One-off packs are priced at a per-credit premium over recurring allocation rates. Promotional packages offered at initial subscription are time-limited, non-transferable, and subject to the terms displayed at checkout.
    5. Credit consumption. One credit equals one short-form video edit. Long-form video edits require multiple credits depending on complexity, as described in the Documentation. We may adjust the credit schedule and the specifications applicable to each edit format prospectively on notice under Section 5.11.
    6. Additional credit requests. Where an edit request requires materially more production time than the standard allocation for its format, our editing team may submit an additional credit request identifying the number of extra credits required. No additional credits will be debited from your Account without your approval. If you decline the request, we will complete and deliver the edit at the scope supported by the credits already debited for it.
    7. Submissions and turnaround. You may submit edit requests against your available credit balance at any time, in any quantity, and there is no limit on how many credits you may use in a given period. Any turnaround time we publish or communicate is a target and not a guarantee, and standard editing timelines may be extended where a large number of edit requests is submitted at one time. We will tell you if that is the case. We may return any submission that does not include the source material or information required to complete it, or that would violate Section 11, and no credits will be debited for a submission we return.
    8. Rollover. Unused Editing Credits roll over and do not expire while your Subscription remains active. They are forfeited on cancellation under Section 4.6, and are retained on a downgrade between paid plans. We may introduce a limit on the total number of credits that may be accumulated, applied prospectively on notice under Section 5.11 and without affecting credits already accrued.
    9. AI Video Editor. The AI Video Editor consumes AI Usage and does not consume Editing Credits. Editing Credits are required only for edits performed by Sage’s editing team.

    5.4 Studio Days

    1. Purchase and billing. Studio Days are billed in full at the time of purchase, regardless of your Subscription’s billing cadence. Studio Days are purchased as an annual commitment, and unless cancelled the same quantity re-bills automatically on each twelve-month anniversary of purchase at the then-current rate. You will receive the reminder described in Section 4.3 and may cancel or change the quantity at any time before the renewal date.
    2. Scheduling. Studio Days are scheduled through the Services, subject to availability and a minimum of three weeks’ advance notice, and take place at a Sage studio location in Denver, Colorado. You are responsible for your own travel, lodging, and other expenses, which are not reimbursable. A booked Studio Day may be rescheduled at no charge with at least ten business days’ notice; rescheduling with less notice, or failing to attend a booked Studio Day, forfeits that Studio Day.
    3. Changes by Sage. We may change the studio location at which a Studio Day takes place, and may reschedule a booked Studio Day where necessary due to facility, equipment, or staffing unavailability or a Force-Majeure Event. Where we reschedule, your sole and exclusive remedy is the rescheduled date, and we are not responsible for your travel or other costs.
    4. Rollover. Unused Studio Days roll over and do not expire while your Subscription remains active. They are forfeited on cancellation under Section 4.6.

    5.5 Teams

    Teams Accounts require a minimum of three seats. A Teams Account receives a single organizational AI Usage allocation sized according to its seat count, which is pooled and shared across all seats rather than metered per user.

    Teams Accounts include no Editing Credits. Only the organization, acting through a Team Administrator, may purchase Editing Credits; individual members may not purchase credits independently. The Team Administrator selects, and may change at any time, whether organizational credits are pooled for any member to draw from or assigned to specific members who may draw only against their own allocation.

    Administrators may add or remove seats at any time. Added seats are billed prorated for the remainder of the current billing period. Removed seats remain active until the end of the current billing period.

    The organization is responsible for the acts and omissions of its Team Administrators and seat holders, for their compliance with these Terms, and for all activity and fees incurred under its Teams Account. Actions taken by a Team Administrator, including allocation of credits, removal of seats, and cancellation, bind the organization.

    5.6 Sage Concierge

    Sage Concierge is available only under a separately executed Sage Concierge Service Agreement, which sets out the fees, term, deliverables, resource allocations, client obligations, and other terms applicable to that engagement. Where that agreement and these Terms conflict, the Sage Concierge Service Agreement controls with respect to the Concierge engagement; these Terms continue to govern your use of the Services. Nothing on the Pricing Page or in these Terms constitutes an offer of Concierge services, which are engaged only on execution of the Service Agreement by both parties.

    5.7 Legacy Plans

    Plans and pricing we no longer offer are not available to new subscribers. Where we have transitioned you to a current plan on legacy economics, those legacy rates apply only for as long as your Subscription remains continuously active. If the Subscription is cancelled, lapses for non-payment, or is reduced below its transitioned allocation, the legacy rates are forfeited and any subsequent purchase is priced at then-current rates. Legacy rates are a personal accommodation to you, are not assignable, and do not survive a change of control of your firm.

    5.8 AI Usage

    Each plan includes a recurring AI Usage allocation. If you approach your allocation limit, we will notify you and offer the option to purchase an extension. AI Usage allocations do not roll over between billing periods, have no cash value, and are not refundable.

    AI features are provided for interactive use by the licensed individuals in your Account. We may apply rate limits and may throttle, restrict, or suspend access to AI features where use is automated, scripted, or excessive, or where it degrades or threatens to degrade the Services for other customers or exceeds the capacity we obtain from our AI providers.

    5.9 Free Trials

    Free trials are not available by self-service signup. Where we offer one:

    1. A Sage representative may enable a trial on your Account at checkout. Whether a trial is offered is at our discretion. Unless stated otherwise at checkout, a trial lasts seven days from Account creation. Trials are limited to one per customer and per firm.
    2. A trial provides the plan you selected at checkout, including that plan’s full AI Usage allocation and the full Editing Credit allocation you selected. Trials carry no separate complimentary allocation.
    3. A valid payment method is required to start a trial, but you are not required to pay anything during the trial period. No charge is made for your Subscription or for your recurring Editing Credit allocation until the trial ends.
    4. Unless you cancel before the end of the trial period, your trial converts automatically to a paid Subscription and the payment method on file will be charged the amount shown on your Order Form. You may cancel at any time during the trial under Section 4.4 and will not be charged.
    5. Editing Credits delivered during a trial may be used during the trial. Any unused credits are forfeited if you cancel before the trial converts.
    6. Studio Days are not part of a free trial and are not required in order to start one. Any Studio Day purchase is a separate transaction charged under Section 5.4.
    7. Trial access is provided as-is and without any warranty or commitment, and we may modify or end a trial, or the trial program, at any time.

    5.10 Payment, Billing & Taxes

    Fees are charged in advance and are payable in U.S. dollars through our payment processor. You authorize us and our processor to charge the payment method on file automatically on each renewal date and on each purchase date for Subscription fees, recurring Add-On fees, and other amounts you incur.

    You agree to maintain current, valid payment information, and you authorize us and our processor to obtain updated card information from your card issuer or a card-updater service and to re-attempt failed charges. We may apply any payment received to the oldest outstanding amount owed.

    You are responsible for all sales, use, VAT, GST, excise, and similar taxes and governmental charges, other than taxes on our net income. Fees are exclusive of such amounts. All payments must be made free of withholding or deduction; if any is required by law, you will pay the additional amount necessary so that we receive the full amount invoiced.

    5.11 Changes to Fees

    We may change Subscription fees, Add-On pricing, and service rates from time to time. We will give you at least fifteen (15) days’ prior notice by email or in-app notification before a revised fee takes effect, unless a longer period is required by applicable law. The notice will state the new price, the date it takes effect, and how to cancel. A fee change will not take effect during a term for which you have already paid in full. Continued use of the Services after a fee change takes effect constitutes acceptance of the revised fees. If you do not accept a fee change, your sole and exclusive remedy is to cancel under Section 4.4 before it takes effect.

    5.12 Refunds

    Except where required by applicable law, all fees are non-refundable and partial periods are not prorated. This includes Subscription fees, Editing Credit purchases, Studio Day charges, and AI Usage extensions. Non-use of the Services, of Editing Credits, of Studio Days, or of AI Usage does not entitle you to any refund or credit.

    5.13 Chargebacks, Late Payment & Collection

    You agree to contact us at sage@sagecontent.ai to resolve any billing dispute before initiating a chargeback or payment reversal for properly invoiced fees. If a chargeback is initiated for properly invoiced fees, you remain responsible for the original amount owed together with any chargeback, processing, or administrative fees we incur, and we may suspend the Services under Section 16 until the matter is resolved. Past-due amounts accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, and you will reimburse us for reasonable costs of collection, including attorneys’ fees, court costs, and collection agency fees.

    6. Regulatory Compliance; No Advice

    The Services are content production tools. They are not a compliance system, a supervisory system, or a books-and-records system.

    You are solely responsible for all regulatory and compliance review, approval, substantiation, disclosure, recordkeeping, retention, supervision, and final authorization to publish any content created with or through the Services, including all approvals required by your firm, FINRA, the SEC, any state securities or insurance regulator, and any other applicable regulator.

    We do not provide legal, tax, investment, accounting, or compliance advice and do not act as a broker-dealer, investment adviser, or compliance consultant. Our compliance features, including approval tracking, approval dates, representative fields, and CSV and document exports, are recordkeeping conveniences intended to support your own compliance process. We make no representation that they satisfy any particular regulatory requirement.

    We do not act as, and do not undertake the obligations of, a recordkeeping or archiving service provider. Without limiting the foregoing, we do not undertake to preserve, maintain, index, or produce records in a manner that satisfies Rule 204-2 under the Investment Advisers Act of 1940, Rule 17a-3 or 17a-4 under the Securities Exchange Act of 1934, FINRA Rules 2210 or 4511, or any comparable requirement. You are responsible for maintaining your own records of required retention in your own systems, and you agree not to rely on the Services as your system of record.

    No Output or other product of the Services is compliance-reviewed or approved for publication by Sage.

    7. Changes to the Services

    We may modify, add to, or discontinue features, tools, plans, and Add-Ons from time to time, including in order to improve the Services or to respond to changes in third-party platforms or AI providers.

    We will not materially reduce the core functionality of a plan during a term for which you have already paid in full without offering you the option to cancel and receive a prorated refund of the unused portion of that term. That option is your sole and exclusive remedy for any such reduction.

    Features identified as beta, preview, or early access are provided as-is, may be changed or withdrawn at any time, are excluded from every commitment in these Terms, and are used at your own risk.

    8. Intellectual Property

    We and our licensors retain all right, title, and interest in the Services, including the underlying software, prompts, instruction sets, models, workflows, methods, templates, and Documentation (“Sage IP”), and in all improvements to and derivative works of the Sage IP however arising. Except for the limited rights expressly granted in these Terms, no rights are granted by implication, estoppel, or otherwise.

    Subject to your payment of applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during your Subscription term for your internal business purposes.

    If you provide us with suggestions, feature requests, ideas, or other feedback about the Services, we may use, implement, and commercialize it without restriction, attribution, compensation, or obligation to you, and you grant us a perpetual, irrevocable, worldwide, royalty-free license to do so. Feedback is not your Confidential Information.

    9. Your Content and Data

    9.1 Ownership

    You retain ownership of User Content, and Customer Data is yours.

    9.2 Outputs

    As between you and Sage, and subject to your payment of applicable fees and to our rights in the Sage IP, you own the Outputs generated for you, which are treated as User Content under these Terms. Because the AI features operate on shared models and instruction sets, Outputs are not unique or exclusive to you, and we may generate identical or similar Outputs for other customers. We make no representation that any Output is protectable, original, or free of third-party rights.

    9.3 License to Operate the Services

    You grant us a worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, transmit, adapt, and display User Content and Customer Data as necessary to provide, maintain, secure, support, and improve the Services for you.

    9.4 Marketing and Publicity

    You additionally grant us a non-exclusive, royalty-free license to use your name, firm name, logo, likeness, and publicly published User Content in marketing, promotional, and advertising materials, including on our website, in email, on social media, and in case studies and testimonials. This license does not extend to draft, unapproved, or compliance-pending content, or to Customer Data that is not publicly published User Content. You may opt out prospectively at any time by written notice to sage@sagecontent.ai.

    9.5 AI Providers and Model Training

    We do not use Customer Data to train, fine-tune, or otherwise improve any third-party foundation model. Where we transmit Customer Data to a third-party AI provider in order to deliver a feature, we do so under commercial terms that prohibit that provider from training its models on that data.

    9.6 Aggregated Data

    We may create and use aggregated or de-identified data derived from use of the Services for analytics, benchmarking, and product improvement, provided it does not identify you, your firm, or any individual. Aggregated and de-identified data is our property.

    9.7 Security and Incidents

    We will maintain commercially reasonable technical, organizational, and administrative safeguards designed to protect Customer Data against unauthorized access, use, loss, alteration, or disclosure. If we become aware of a confirmed unauthorized acquisition of, or unauthorized access to, Customer Data in our custody, we will notify you without undue delay, provide the information reasonably available to us regarding the nature and scope of the incident, and cooperate reasonably with your investigation and with any notification obligations you may have under applicable law or regulation. Our security documentation is available on request, and where required by applicable privacy law we will enter into a data processing agreement with you.

    This Section states our entire obligation with respect to the security of Customer Data. No other statement, certification, questionnaire response, or security document creates any additional obligation unless we agree to it in a signed writing. You are responsible for the security of your own systems and credentials, for configuring access within your Account, and for maintaining your own copies and backups of any Customer Data you cannot afford to lose. We are not responsible for loss of or damage to Customer Data caused by you, by your personnel, by a connected third-party platform, or by anyone using your credentials.

    9.8 Privacy

    Our collection and use of personal information is described in our Privacy Policy.

    9.9 Export and Deletion

    You may export your Customer Data from the Services at any time during your Subscription and for thirty (30) days following its termination. After that period we have no obligation to retain Customer Data and may delete it, except for copies retained in routine backups or as required by law. You are responsible for exporting and retaining your own copies before that period expires.

    10. Connected Third-Party Accounts

    Certain features, including scheduling and posting, require you to connect third-party platform accounts and to grant us access to them. By connecting an account, you authorize us to access it and to create, schedule, publish, and manage content on your behalf through it, in accordance with your instructions in the Services. That authorization continues until you disconnect the account or your Subscription terminates.

    You are responsible for obtaining and maintaining valid credentials and permissions for each connected account, for keeping each account in good standing, for complying with each platform’s terms of service, and for reviewing and approving content before it is scheduled or published. We are not responsible for platform outages, algorithm or policy changes, account suspensions, credential failures, rejected or removed posts, or account recovery delays, or for any consequence of action taken through access you have authorized.

    Third-party platforms and AI providers are not our subcontractors, and we do not control them. Where a third party changes, restricts, or discontinues access to its platform, model, or API, we may modify or discontinue the affected feature under Section 7.

    11. Acceptable Use

    You agree not to:

    1. use the Services to violate any law or regulation;
    2. upload or distribute content that is infringing, defamatory, deceptive, or otherwise unlawful;
    3. create or distribute content containing performance guarantees, specific return projections, or promissory statements prohibited by applicable securities or insurance regulation;
    4. interfere with, disrupt, probe, or circumvent any security, rate-limiting, or metering feature of the Services;
    5. reverse engineer or attempt to derive or extract the source code, prompts, instruction sets, model weights, or training methods underlying the Services, or use the Services to develop, train, or improve any machine-learning model;
    6. resell, sublicense, rent, or make the Services available to any third party, or use the Services to provide services to third parties, except as expressly permitted for a Teams Account;
    7. share Account credentials or permit more individuals to use the Services than the number of seats purchased; or
    8. access or use the Services in order to build, benchmark, or compete with a Sage product, or to compile competitive intelligence.

    We may investigate suspected violations and may remove or disable access to any content, or decline any request, that we reasonably believe violates this Section, without liability to you. You will cooperate with any such investigation.

    12. Confidentiality

    Each party will protect the other’s Confidential Information with at least commercially reasonable care and will use it only for purposes of the relationship. Confidential Information does not include information that is or becomes publicly available without breach of these Terms, was known to the recipient without restriction before disclosure, is independently developed without reference to the discloser’s Confidential Information, or is rightfully obtained from a third party without restriction. A party may disclose Confidential Information where required by law, regulation, or court order, provided it gives prompt notice where legally permitted.

    Each party acknowledges that a breach of this Section may cause irreparable harm for which monetary damages are an inadequate remedy, and that the non-breaching party is entitled to seek injunctive relief in addition to any other remedy, without the necessity of posting a bond.

    Nothing in this Section restricts our use of aggregated or de-identified data under Section 9.6, or of feedback under Section 8.

    13. Disclaimers

    THE SERVICES, ALL OUTPUTS, AND ALL RELATED PRODUCTION SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT AS EXPRESSLY STATED IN THESE TERMS, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT.

    WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THEY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT ANY DEFECT WILL BE CORRECTED, OR THAT THE SERVICES OR ANY OUTPUT WILL COMPLY WITH ANY LAW, RULE, OR REGULATION APPLICABLE TO YOU OR YOUR FIRM.

    Outputs may contain errors, omissions, inaccuracies, outdated information, or unintended similarity to third-party content, and identical or similar Outputs may be generated for other customers. Outputs are drafts. They are not compliance, legal, tax, investment, or financial advice and are not approved for publication. You must review, verify, and obtain all required approvals for every Output before use or publication.

    No Performance Guarantees

    We make no guarantee, representation, or warranty regarding any result or business outcome from your use of the Services. Without limiting that, we do not guarantee views, impressions, reach, engagement, follower or subscriber growth, or any other social media performance; the generation, quality, or quantity of leads or inquiries; appointments booked, conversion rates, closed business, assets gathered, or revenue; search rankings, algorithm performance, media placement, or platform distribution; or any return on your investment in the Services. Content performance depends on factors outside our control, including market conditions, platform algorithm behavior, audience receptivity, your own responsiveness and follow-up, and your compliance constraints. Any figure, benchmark, case study, or past result we share is illustrative only and is not a prediction or guarantee of your results.

    Any turnaround time, delivery target, or support response target we communicate is a goal and not a contractual commitment.

    14. Limitation of Liability

    TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

    • 14.1 NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. This exclusion does not apply to your liability arising from Section 8, Section 11, Section 12, or your infringement or misappropriation of our intellectual property.
    • 14.2 SAGE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO SAGE IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMIT IS CUMULATIVE ACROSS ALL CLAIMS AND IS NOT INCREASED BY THE NUMBER OF CLAIMS OR CLAIMANTS.
    • 14.3 The limitations in this Section do not apply to your payment obligations under Section 5, your indemnification obligations under Section 15, or either party’s liability for fraud, willful misconduct, or gross negligence.
    • 14.4 You acknowledge that the fees for the Services reflect the allocation of risk in these Terms and that we would not provide the Services at these prices without these limitations. The limitations apply even if a remedy fails of its essential purpose.
    • 14.5 Time limit on claims. Any claim arising out of or related to the Services or these Terms must be brought within one (1) year after the claim accrues, or it is permanently barred. This Section does not apply to claims for non-payment of fees.
    • 14.6 Jury trial. To the extent any dispute proceeds in court rather than arbitration, each party knowingly and voluntarily waives any right to a trial by jury.

    15. Indemnification

    You will defend and indemnify Sage and its members, officers, employees, agents, and subcontractors against any claim, liability, damage, loss, cost, or expense, including reasonable attorneys’ fees, arising from (a) your User Content or Outputs you use or publish; (b) your publication, distribution, or use of any content produced with the Services; (c) your regulatory and compliance obligations, including any failure to obtain a required approval; (d) your breach of these Terms; (e) your violation of applicable law or of any third-party right; (f) any third-party platform policy or terms-of-service violation attributable to you; or (g) any claim brought by a client, prospect, employee, or regulator of your firm relating to content created with the Services.

    We will promptly notify you of any claim subject to indemnification and will reasonably cooperate in your defense at your expense. You control the defense and settlement, except that no settlement may impose an obligation, payment, restriction, or admission on Sage without our prior written consent. We may, at our own expense, participate in the defense with counsel of our choosing.

    16. Suspension & Termination

    16.1 Suspension

    We may suspend your access to the Services, in whole or in part, immediately and without liability, where (a) any amount remains unpaid more than ten business days past its due date or a chargeback has been initiated; (b) we reasonably believe you have breached Section 11; (c) your use poses a risk to the security, integrity, availability, or lawful operation of the Services or to other customers; or (d) suspension is required to comply with law or with the requirements of a third-party platform or AI provider. Suspension does not pause your Subscription term, reduce your payment obligations, or entitle you to a refund or extension.

    16.2 Termination for Cause

    We may terminate your Subscription and these Terms immediately for material breach, for non-payment that remains uncured ten business days after notice, or where required to comply with law.

    16.3 Termination for Convenience

    We may terminate your Subscription for convenience on thirty (30) days’ written notice. If we do, we will refund the prorated unused portion of any fees you have prepaid for the terminated period. That refund is your sole and exclusive remedy for a termination under this Section.

    16.4 Effect

    On termination, your right to use the Services ends, unused Editing Credits and Studio Days are forfeited under Section 4.6, and the export period in Section 9.9 applies. Termination does not relieve you of any payment obligation accrued before the effective date of termination.

    16.5 Survival

    Sections 1.1, 3.1, 3.3, 4.6, 5.10, 5.12, 5.13, 6, 8, 9.1, 9.2, 9.5, 9.6, 9.9, 11 (final paragraph), 12, 13, 14, 15, 16.4, and 17 through 24 survive termination or expiration.

    17. Export & Sanctions

    You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions, that you are not on any U.S. or other government restricted-party or sanctions list, and that you will comply with all applicable export-control and sanctions laws.

    18. Dispute Resolution

    18.1 Informal Resolution

    Before initiating arbitration, the parties will attempt in good faith to resolve the dispute informally for at least thirty (30) days after written notice describing it is sent to the other party.

    18.2 Arbitration

    Any dispute arising out of or related to these Terms or the Services that is not resolved informally will be resolved by binding arbitration before a single arbitrator in Denver, Colorado, administered by the American Arbitration Association under its Commercial Arbitration Rules. The award may be entered in any court of competent jurisdiction.

    18.3 Authority of the Arbitrator

    The arbitrator will apply these Terms as written and has no authority to award any relief, or any category or amount of damages, that a court could not award under these Terms, including damages excluded by Section 14.1 or in excess of the limit in Section 14.2, or to award relief on a class, collective, consolidated, or representative basis.

    18.4 Individual Basis

    Disputes will be arbitrated only on an individual basis. Class, collective, consolidated, and representative proceedings are waived. If this waiver is held unenforceable as to a particular claim, that claim will be severed and heard in the courts identified in Section 19, and the remainder of the dispute will proceed in arbitration.

    18.5 Confidentiality

    The existence, content, and result of any arbitration are Confidential Information of both parties, except as necessary to enforce or challenge the award or as required by law.

    18.6 Court Carve-Outs

    Either party may bring an action in the courts identified in Section 19, without first proceeding under Sections 18.1 through 18.5, (a) for preliminary or injunctive relief to protect its intellectual property or Confidential Information, or (b) to collect amounts owed under these Terms.

    18.7 Regulatory Reporting

    Nothing in this Section limits your ability to report a concern to a government agency or regulator.

    19. Governing Law & Venue

    These Terms are governed by the laws of the State of Colorado, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods. Any proceeding not subject to arbitration will be brought exclusively in the state or federal courts located in Denver, Colorado, and each party consents to personal jurisdiction and venue there and waives any objection based on inconvenient forum.

    20. Force Majeure

    Neither party is liable for any delay or failure to perform caused by a Force-Majeure Event, provided the affected party gives prompt notice and uses commercially reasonable efforts to resume performance. A Force-Majeure Event does not excuse or delay your obligation to pay amounts owed.

    21. Changes to These Terms

    We may update these Terms. Revised Terms will be posted in your dashboard and on our website with an updated “Last Updated” date, and are effective on posting except as set out below.

    Material changes, meaning those that reduce your rights or increase your obligations, will be announced at least fifteen (15) days before they take effect by email to the address on your Account and by in-app notice. The notice will summarize what is changing and how to cancel. Continued use of the Services after the effective date constitutes acceptance of the revised Terms. If you do not accept a material change, your sole and exclusive remedy is to cancel under Section 4.4 before it takes effect.

    Notice of fee changes is governed by Section 5.11.

    22. Notices

    Legal notices to Sage must be in writing and delivered by personal delivery, reputable overnight courier with signature required, or email with confirmation of receipt, to:

    N2 Content Marketing LLC, d/b/a SageContent
    Attn: Legal Department
    2959 Wyandot St, Denver, CO 80211
    Email: sage@sagecontent.ai

    Notices to you will be sent to the email and physical addresses on your Account or Order Form. Notices are deemed given on receipt when personally delivered, two business days after deposit with an overnight courier, or one business day after email transmission if no bounce-back is received. You are responsible for keeping your contact information current, and notice sent to the address on your Account is effective whether or not you actually receive it.

    Routine operational, billing, renewal, and Terms-change notices may be delivered as described in Sections 4.3, 5.11, and 21 and are not subject to the delivery requirements of this Section. Either party may update its notice address by written notice to the other.

    23. Support

    Standard support is available Monday through Friday, 9:00 a.m. to 5:00 p.m. Mountain Time, excluding U.S. holidays. Submit tickets through the in-app help widget or by email to sage@sagecontent.ai. We aim to respond within one U.S. business day. Response targets are goals and not contractual service levels.

    24. General

    • 24.1 Entire agreement. These Terms, any Order Form, any separately executed agreement referenced in Section 1.1, and our Privacy Policy constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. You acknowledge that you are not relying on any statement, demonstration, roadmap, or representation not expressly set out in these Terms.
    • 24.2 Assignment. You may not assign or transfer these Terms, or any right or obligation under them, whether by operation of law, change of control, or otherwise, without our prior written consent, and any attempted assignment without consent is void. We may assign these Terms to an affiliate or in connection with a merger, acquisition, reorganization, or sale of substantially all of our assets without your consent.
    • 24.3 Severability. If any provision is held unenforceable, the remainder remains in effect and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving its intent.
    • 24.4 Waiver. A failure or delay in enforcing any provision is not a waiver of it. Waivers must be in writing and signed by the waiving party.
    • 24.5 Cumulative remedies. Except where these Terms expressly state that a remedy is sole and exclusive, all rights and remedies are cumulative and in addition to any other right or remedy available at law or in equity.
    • 24.6 Independent contractors. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship.
    • 24.7 No third-party beneficiaries. These Terms are for the benefit of the parties only and create no right or remedy in any third party, including your clients, prospects, or personnel.
    • 24.8 Non-solicitation. During your Subscription term and for one year thereafter, neither party will knowingly solicit for employment any employee or contractor of the other who was directly involved with the Services, without the other party’s prior written consent. This does not restrict general job postings available to the public or responses to them.
    • 24.9 Fee recovery. The prevailing party in any action, arbitration, or proceeding to enforce these Terms is entitled to recover its reasonable attorneys’ fees, costs, and expenses.
    • 24.10 Interpretation. These Terms will not be construed against either party as drafter. “Including” means “including without limitation.” Headings are for convenience only and do not affect interpretation.
    • 24.11 Electronic communications and signatures. You consent to receive all notices, agreements, disclosures, and other communications from us electronically, and agree that an electronic signature or click-acceptance on any Order Form or agreement has the same legal effect as a handwritten signature. Any agreement may be executed in counterparts.

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