Legal

Terms & Conditions

Effective Date: Sep 2026 | Version 3.0

These Terms & Conditions are entered into between the Client and UniQreate, Inc., the company that develops and operates the SageX platform (doing business as "SageX", and referred to in this Agreement as "SageX," "we," "us," or "our").

By clicking 'Accept', creating an account, accessing the platform, or otherwise using the Services, you agree to be bound by this Agreement on behalf of yourself or the organization you represent. If you do not have authority to bind your organization, you must not use the Services.

1. DEFINITIONS

The following terms have the meanings assigned to them throughout this Agreement.

Agreement: These Terms & Conditions, together with any applicable Order Form, Statement of Work, or Service Schedule, or where no such documents exist, acceptance of these Terms & Conditions by accessing or using the Services.

SageX Prime: SageX's foundation data layer that enables users to configure, deploy, and manage data pipelines without engineering intervention.

Client Data: Any data, documents, files, or content submitted by the Client or its authorized users to the Platform for processing.

Confidential Information: Any non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential.

Documentation: All technical guides, user manuals, API references, and release notes made available by SageX.

Intellectual Property: All patents, copyrights, trademarks, trade secrets, and proprietary rights in any jurisdiction.

Platform: The SageX software platform, including the SageX Prime, APIs, SDKs, infrastructure, and all associated services.

Services: All products, features, tools, and support provided by SageX under this Agreement.

Subscription: A time-limited, paid license or a time-limited trial, pilot, or evaluation access granted by SageX to access and use the Platform or as specified in an Order Form.

User: Any employee, contractor, or agent of the Client authorized to access the Platform under a Subscription.

2. SCOPE OF SERVICES

2.1 Platform Access

Subject to this Agreement and any applicable fees, SageX grants the Client a non-exclusive, non-transferable, limited right to access and use the Platform solely for the Client's internal business purposes during the Subscription term.

2.2 SageX Prime

The SageX Prime is SageX's foundation data layer that enables Clients to:

Configure end-to-end data ingestion and processing pipelines without writing code.
Connect to enterprise data sources including documents, emails, contracts, reports, and multimedia content.
Deploy AI-ready data outputs to downstream systems, LLMs, and enterprise applications.
Monitor pipeline health, throughput, and data quality in real time.
Manage governance, access controls, and audit trails within a no-code interface.

2.3 Deployment Models

SageX supports the following deployment models, subject to the Client's selected Subscription tier:

SageX Cloud: Hosted, managed, and maintained by SageX on SageX-controled cloud infrastructure. The Client accesses the Platform via browser or API.
Client Cloud Deployment: The Platform is deployed within the Client's own cloud environment (e.g., AWS, Azure) under a bring-your-own-cloud arrangement. SageX retains responsibility for software maintenance and updates; the Client retains responsibility for infrastructure provisioning, security configuration, and access management.

The applicable deployment model will be confirmed in the relevant Order Form or Statement of Work.

2.4 Professional Services

SageX may provide implementation, onboarding, integration, and training services as separately agreed in a Statement of Work. Professional services are governed by this Agreement unless a separate agreement is executed.

3. USER TYPES & ACCESS

3.1 Enterprise Clients (B2B)

Enterprise Clients access the Platform under a Subscription and are responsible for managing their Users, enforcing acceptable use policies, and ensuring compliance with this Agreement across their organization.

3.2 Platform Partners & Resellers

Authorized Platform Partners and resellers may access the Platform to embed, distribute, or resell SageX capabilities to their own clients. Partners must execute a separate Partner Agreement. Any Client of a Partner is subject to this Agreement as an end-user; Partners are responsible for ensuring their Clients are so bound.

3.3 API & Developer Users

Developers accessing the Platform via API or SDK are subject to SageX's API Terms, which are incorporated by reference. API access is rate-limited and governed by the Subscription tier. Any application built using the SageX API must not be used to re-sell or redistribute SageX Services without prior written authorisation.

3.4 SMB & Individual Users

Smaller organizations and individual users may access the Platform through self-serve Subscription tiers as published on the SageX pricing page. All rights and obligations under this Agreement apply equally.

3.5 User Responsibilities

All Users must:

Maintain secure credentials and not share login details.
Promptly notify SageX of any suspected unauthorized access.
Use the Platform only for lawful business purposes.
Comply with all applicable laws, including data protection regulations.

4. SUBSCRIPTIONS & PAYMENT

Where SageX grants access on a trial, pilot, or evaluation basis, Sections 4.2 through 4.5 do not apply unless and until the Client converts to a paid Subscription. All other provisions of this Agreement apply in full from the date of first access.

4.1 Subscription Tiers

SageX offers tiered Subscription plans as described on the SageX website or in an Order Form. Features, usage limits, and SLAs vary by tier. SageX reserves the right to modify Subscription tiers upon 30 days' written notice.

4.2 Fees & Invoicing

Fees are invoiced as specified in the applicable Order Form, which may be monthly, quarterly, or annually. All fees are exclusive of applicable taxes. SageX will issue invoices to the billing contact on record.

4.3 Payment Terms

Payment is due within 30 days of invoice date unless otherwise stated. Overdue amounts accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower). SageX reserves the right to suspend access upon 7 days' written notice for non-payment.

4.4 Renewals

Subscriptions renew automatically at the end of each term unless either party provides written notice of non-renewal at least 30 days prior to the renewal date.

4.5 Refunds

Except as required by applicable law, fees paid are non-refundable. If a Client terminates early or downgrades mid-term, no pro-rata refunds are issued unless otherwise agreed in writing.

5. DATA, PRIVACY & SECURITY

The collection, use, and protection of personal data by SageX is governed by our Privacy Policy, available at sagexglobal.ai/privacy-policy, which is incorporated into this Agreement by reference. In the event of any conflict between the Privacy Policy and this Agreement with respect to the processing of Client Data, this Agreement and any applicable Data Processing Addendum (DPA) shall prevail. The provisions below govern SageX's obligations to Clients specifically in relation to Client Data processed through the Platform.

5.1 Client Data Ownership

The Client retains all right, title, and interest in and to Client Data. SageX does not claim any ownership over Client Data and processes it solely as a data processor acting on the Client's instructions.

5.2 Data Processing

SageX processes Client Data exclusively to provide the Services as described in this Agreement and the applicable Data Processing Addendum (DPA). SageX will not use Client Data to train foundational models or share it with third parties except as necessary to provide the Services or as required by law.

5.3 Data Residency

For Clients on the SageX Cloud deployment:

Client Data is stored on SageX-managed cloud infrastructure. SageX will communicate the default data residency region and, where available, provide region-selection options in accordance with the Subscription tier.

For Clients on Client Cloud Deployment:

Client Data remains within the Client's own cloud environment. SageX software processes data in-perimeter and does not transfer Client Data outside the Client's designated environment.
The Client is responsible for configuring appropriate data residency, encryption, and access controls within their cloud environment.

5.4 Security Measures

SageX implements and maintains commercially reasonable technical and organizational security measures, including:

Encryption of data in transit (TLS 1.2+) and at rest (AES-256).
Role-based access controls and multi-factor authentication.
Incident response and breach notification procedures.

For Client Cloud deployments, the Client is responsible for the security of its own cloud infrastructure and configuration.

5.5 Privacy & Data Protection

SageX complies with applicable data protection laws and other regional privacy frameworks. Where required, SageX will execute a Data Processing Addendum with the Client prior to the commencement of Services.

5.6 Data Retention & Deletion

SageX retains Client Data for the duration of the Subscription and for a period of up to 90 days thereafter, during which the Client may request export. Following this period, Client Data will be deleted or anonymized unless retention is required by law. Clients may request deletion at any time during the Subscription by submitting a written request.

5.7 Incident Notification

In the event of a confirmed data security incident affecting Client Data, SageX will notify the Client without undue delay and in any event within 72 hours of becoming aware of the incident (or such shorter period as may be required by applicable law).

6. INTELLECTUAL PROPERTY

6.1 SageX IP

SageX retains all right, title, and interest in and to the Platform, SageX Prime, underlying models, algorithms, software, documentation, trademarks, and all related Intellectual Property. No license is granted to the Client other than the limited right to use the Services as expressly set out in this Agreement.

6.2 Client IP

The Client retains all right, title, and interest in and to Client Data and any outputs derived exclusively from Client Data. Nothing in this Agreement transfers any Client IP to SageX.

6.3 Feedback

If the Client provides suggestions, ideas, or feedback regarding the Platform ("Feedback"), SageX may use such Feedback without restriction or compensation. Feedback does not include Client Data.

6.4 Restrictions

The Client must not, and must ensure its Users do not:

Reverse engineer, decompile, or disassemble any component of the Platform.
Copy, modify, or create derivative works of the Platform or Documentation.
Remove or alter any proprietary notices, labels, or marks.
Use the Platform to develop a competing product or service.
Sublicense, sell, or transfer access to the Platform to any third party without prior written consent.

7. CONFIDENTIALITY

7.1 Obligations

Each party agrees to: (a) hold the other's Confidential Information in strict confidence; (b) not disclose it to any third party without prior written consent; and (c) use it solely for the purposes of performing or receiving the Services.

7.2 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was rightfully known before disclosure; (c) is independently developed without use of the Confidential Information; or (d) is required to be disclosed by law or regulatory authority, provided that the disclosing party gives prior written notice where permitted.

7.3 Duration

Confidentiality obligations survive termination or expiry of this Agreement for a period of five (5) years.

8. ACCEPTABLE USE POLICY

The Client and its Users must not use the Platform to:

Process, store, or transmit data in violation of any applicable law or regulation.
Infringe the intellectual property rights of any third party.
Upload or process content that is unlawful, defamatory, or harmful.
Introduce malicious code, viruses, or disruptive software.
Attempt to gain unauthorized access to SageX systems or those of other clients.
Engage in data scraping, benchmarking, or competitive analysis of SageX systems without written authorization.
Circumvent usage limits or technical controls.

SageX reserves the right to suspend or terminate access immediately upon a material breach of this Acceptable Use Policy.

9. SERVICE LEVELS & SUPPORT

9.1 Availability

SageX targets 99.5% monthly uptime for the SageX Cloud deployment, excluding scheduled maintenance, force majeure events, and issues attributable to the Client's environment. Specific SLA commitments are set out in the applicable Order Form or Service Schedule. Service level commitments apply to paid Subscriptions only. Trial and pilot access is provided on a best-efforts basis with no guaranteed uptime or support response times.

9.2 Scheduled Maintenance

SageX will endeavor to provide at least 48 hours' advance notice of scheduled maintenance that may affect availability. Emergency maintenance may be performed without prior notice where necessary to protect platform security or integrity.

9.3 Support

SageX provides technical support in accordance with the Subscription tier. Support channels, response times, and escalation procedures are described in the applicable Service Schedule. Enterprise Clients may be entitled to dedicated support resources as specified in their Order Form.

9.4 Client Cloud SLAs

For Client Cloud deployments, SageX's SLA obligations relate solely to the performance of the SageX software. Infrastructure availability, performance, and uptime are the responsibility of the Client and its chosen cloud provider.

10. TERM & TERMINATION

10.1 Term

This Agreement commences on the date the Client first accesses the Platform (or executes an Order Form, if earlier) and continues for the Initial Subscription Term specified in the Order Form, thereafter, renewing automatically in accordance with Section 4.4. Where no Order Form exists, this Agreement commences on the date of first access and continues until terminated by either party with 14 days' written notice, or immediately by SageX for breach.

10.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within 30 days of written notice; (b) becomes insolvent, enters administration, or ceases to carry on business; or (c) breaches Sections 6 (IP) or 7 (Confidentiality).

10.3 Termination for Convenience

A Client may terminate a Subscription with 30 days' written notice, unless a separate Order Form or service contract specifies a different notice period or termination condition, in which case the terms of that contract shall prevail. Where a trial or pilot has converted to a paid Subscription, termination rights are governed by the terms of the converted Subscription from the date of conversion. Such termination does not entitle the Client to a refund of prepaid fees unless otherwise agreed in writing.

10.4 Effect of Termination

Upon termination or expiry: (a) all licenses granted hereunder immediately cease; (b) each party must promptly return or destroy the other's Confidential Information; (c) Client Data will be retained and made available for export for 90 days, after which it will be deleted; and (d) all outstanding fees become immediately due and payable.

10.5 Survival

Sections 6 (IP), 7 (Confidentiality), 11 (Limitation of Liability), 12 (Disclaimers), 13 (Indemnification), and 14 (General) survive termination.

11. LIMITATION OF LIABILITY

11.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Aggregate Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH PARTY UNDER THIS AGREEMENT IS LIMITED TO DIRECT DAMAGES ONLY. FOR PAID SUBSCRIPTIONS, THIS SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. WHERE NO FEES HAVE BEEN PAID (INCLUDING DURING TRIALS OR PILOTS), THE AGGREGATE LIABILITY OF EACH PARTY SHALL NOT EXCEED ONE UNITED STATES DOLLAR (USD $1.00).

11.3 Exceptions

The above limitations do not apply to: (a) either party's indemnification obligations; (b) death or personal injury caused by negligence; (c) fraud or fraudulent misrepresentation; (d) breach of confidentiality obligations; or (e) liability that cannot be excluded under applicable law.

12. WARRANTIES & DISCLAIMERS

12.1 SageX Warranties

SageX warrants that: (a) it has the right to enter into this Agreement; (b) the Services will perform materially in accordance with the Documentation; and (c) it will provide the Services in a professional and workmanlike manner.

12.2 Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN SECTION 12.1, THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, SAGEX DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, AND ACCURACY OF AI-GENERATED OUTPUTS.

12.3 AI Output Disclaimer

The platform and associated models generate outputs based on the data and configurations provided by the Client. SageX does not warrant the accuracy, completeness, or fitness for purpose of AI-generated or assisted outputs. Clients are responsible for reviewing outputs before relying on them for business decisions.

13. INDEMNIFICATION

13.1 SageX Indemnification

SageX will defend, indemnify, and hold harmless the Client against any third-party claims alleging that the Platform (as provided by SageX and used in accordance with this Agreement) infringes any third-party Intellectual Property right. SageX's obligations do not apply where infringement arises from: (a) Client modifications; (b) use in combination with non-SageX products; or (c) Client's failure to use updated versions.

13.2 Client Indemnification

The Client will defend, indemnify, and hold harmless SageX against any third-party claims arising from: (a) Client Data; (b) Client's breach of this Agreement; or (c) Client's violation of applicable law.

13.3 Indemnification Procedure

The indemnified party must: (a) promptly notify the indemnifying party of any claim; (b) grant the indemnifying party sole control of the defense; and (c) provide reasonable cooperation. The indemnifying party may not settle any claim that imposes liability or obligations on the other party without prior written consent.

14. GENERAL PROVISIONS

14.1 Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States, without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the federal and state courts located in New York, provided that either party may seek injunctive or other equitable relief in any court of competent jurisdiction.

14.2 Dispute Resolution

In the event of any dispute, the parties agree to first attempt resolution through good faith negotiations for 30 days. If unresolved, either party may submit the matter to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall be conducted in English, in New York. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek emergency injunctive relief from a court of competent jurisdiction without first submitting to arbitration.

14.3 Amendments

SageX may amend this Agreement at any time by posting an updated version at sagexglobal.ai/terms-and-conditions and providing at least 30 days' written notice. Continued use of the Services after the effective date constitutes acceptance of the amended Agreement.

14.4 Assignment

Neither party may assign this Agreement without the other's prior written consent, except that SageX may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all its assets, provided that the acquirer assumes all obligations hereunder.

14.5 Force Majeure

Neither party shall be liable for delay or failure to perform obligations arising from causes beyond its reasonable control, including natural disasters, acts of government, war, civil unrest, cyberattacks by third parties, or failures of third-party infrastructure providers. The affected party must promptly notify the other and use reasonable efforts to mitigate the impact.

14.6 Severability

If any provision of this Agreement is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable. All other provisions shall remain in full force and effect.

14.7 Entire Agreement

This Agreement, together with all Order Forms, Statements of Work, and addendums incorporated herein by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, representations, and agreements.

14.8 Waiver

No failure or delay by either party in exercising any right shall constitute a waiver of that right. Waivers must be in writing and signed by an authorized representative.

14.9 Notices

Notices under this Agreement must be in writing and delivered to: (a) SageX — admin@sagexglobal.com or the registered address on file; (b) the Client — the billing or legal contact specified in the Order Form.

14.10 No Partnership

Nothing in this Agreement creates or implies a partnership, joint venture, agency, or employment relationship between the parties. Each party is an independent contractor.

By using SageX Services, you acknowledge that you have read, understood, and agree to be bound by these Terms & Conditions.