Terms of Service

THESE TERMS OF SERVICE (the “Agreement”) GOVERN YOUR RECEIPT, ACCESS TO,
AND USE OF THE SERVICES PROVIDED BY SAGE SALES CONSULTING, LLC.
(“SELLINGTHESAGEWAY.AI”, “WE,” “US,” OR “OUR”). BY (A) PURCHASING ACCESS TO
THE SERVICE THROUGH AN ONLINE ORDERING PROCESS THAT REFERENCES THIS
AGREEMENT, (B) SIGNING UP FOR A FREE OR PAID ACCESS PLAN FOR THE SERVICE
VIA A PLATFORM THAT REFERENCES THIS AGREEMENT, OR (C) CLICKING A BOX
INDICATING ACCEPTANCE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS
AGREEMENT.
THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES SO ON BEHALF OF A COMPANY
OR OTHER LEGAL ENTITY (“CUSTOMER”); SUCH INDIVIDUAL REPRESENTS AND
WARRANTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS
AFFILIATES TO THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT
DOES NOT HAVE SUCH AUTHORITY, OR IF THE ENTITY DOES NOT AGREE WITH THESE
TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT
AND MAY NOT USE THE SERVICES. CAPITALIZED TERMS HAVE THE MEANINGS SET
FORTH HEREIN.
NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE AND
CLASS ACTION WAIVER. SEE SECTION 13.
1. THE SERVICE
1.1 Service Description
Sellingthesageway.ai owns and provides a cloud-based artificial intelligence coaching service
built on the “Selling the Sage Way” methodology, offering AI-powered coaching agents for sales
training and user engagement (the “Service”). The Service is powered in part by Chatbase, Inc.
(“Chatbase”), our third-party AI infrastructure provider. By using the Service, you acknowledge
that portions of the Service are delivered through Chatbase’s platform and are subject to
Chatbase’s terms and privacy practices, available at www.chatbase.co/legal.
Anything the Customer (including Users) configures, customizes, uploads, or otherwise
contributes through the Service is considered a “User Submission.” Customer is solely
responsible for all User Submissions. The Service may include templates, scripts,
documentation, and other materials that assist Customer in using the Service
(“Sellingthesageway.ai Content”). Customers will not receive or have access to the underlying
code or software of the Service (collectively, the “Software”) nor receive a copy of the Software
itself.

1.2 Subscription Terms
Customer may purchase a subscription to, and has the right to access and use, the Service as
specified in one or more ordering screens agreed upon by the parties through
Sellingthesageway.ai’s website that reference this Agreement and describe the business terms
related to Customer’s subscription (“Order(s)”). All subscriptions are for the period described in

the applicable Order (“Subscription Period”). Access to and use of the Service is permitted only
for individuals authorized by the Customer and solely for Customer’s own internal business
purposes, not for the benefit of any third party (“Users”).
1.3 Sellingthesageway.ai’s Ownership
Sage Sales Consulting LLC owns the Service, Software, Sellingthesageway.ai Content,
Documentation, and anything else provided by Sellingthesageway.ai to the Customer
(collectively, “Sellingthesageway.ai Materials”). Sellingthesageway.ai retains all rights, title, and
interest (including all intellectual property rights) in and to the Sellingthesageway.ai Materials, all
related and underlying technology, and any updates, enhancements, modifications, or fixes
thereto, as well as all derivative works of or modifications to any of the foregoing. No implied
licenses are granted under this Agreement, and any rights not expressly granted to the
Customer are reserved by Sellingthesageway.ai.
1.4 Permissions
The Service may include customizable settings allowing Users to grant permissions to other
Users to perform various tasks within the Service (“Permissions”). It is solely the Customer’s
responsibility to set and manage all Permissions, including determining which Users can set
such Permissions. Sellingthesageway.ai has no responsibility for managing Permissions and no
liability for Permissions set by the Customer and its Users.
The Customer may provide access to the Service to its Affiliates, in which case all rights granted
and obligations incurred under this Agreement shall extend to such Affiliates. The Customer
represents and warrants it is fully responsible for any breaches of this Agreement by its Affiliates
and has the authority to negotiate this Agreement on behalf of its Affiliates. The Customer is
also responsible for all payment obligations under this Agreement regardless of whether use of
the Service is by the Customer or its Affiliates. Any claim by an Affiliate against
Sellingthesageway.ai must be brought by the Customer, not the Affiliate. “Affiliate” means any
entity directly or indirectly controlling, controlled by, or under common control with a party,
where “control” means ownership of more than fifty percent (50%) of the voting shares or other
equity interests.
2. RESTRICTIONS
2.1 Customer’s Responsibilities
The Customer is responsible for all activity on its account and those of its Users, except where
such activity results from unauthorized access due to vulnerabilities in the Service itself. The
Customer will ensure its Users are aware of and comply with the obligations and restrictions in
this Agreement, and the Customer bears responsibility for any breaches by a User.
2.2 Use Restrictions
The Customer agrees not to, and not to permit Users or third parties to, directly or indirectly:
 (a) modify, translate, copy, or create derivative works based on the Service;
 (b) reverse engineer, decompile, or attempt to discover the source code or underlying
ideas of the Service, except as permitted by applicable law;
 (c) sublicense, sell, rent, lease, distribute, or otherwise commercially exploit the Service;
 (d) remove or obscure proprietary notices from the Service;

 (e) use the Service in violation of applicable laws or regulations, including privacy laws;
 (f) attempt unauthorized access to or disrupt the Service or its underlying infrastructure;
 (g) use the Service to build or support products that are directly competitive with
Sellingthesageway.ai; or
 (h) test the Service’s vulnerability without prior written authorization.
If the Customer’s use of the Service materially harms Sellingthesageway.ai or threatens the
security or integrity of the Service, Sellingthesageway.ai may suspend access, taking
reasonable steps to notify the Customer and resolve the issue promptly.
2.3 API Access Restrictions
Sellingthesageway.ai may provide access to APIs as part of the Service. Sellingthesageway.ai
reserves the right to set and enforce usage limits on the APIs, and the Customer agrees to
comply with such limits. Sellingthesageway.ai may suspend or terminate API access at any time
upon notice.
3. THIRD-PARTY SERVICES
The Service is built on and interfaces with third-party products, services, and infrastructure that
are not owned or controlled by Sellingthesageway.ai (“Third-Party Services”), including
Chatbase, Inc., as our primary AI infrastructure provider. Customers acknowledge that:
 Chatbase: The AI coaching agent is delivered through Chatbase’s platform. Chatbase
processes Customer data as a data processor on behalf of Sellingthesageway.ai.
Chatbase’s terms of service and privacy policy are available at www.chatbase.co/legal.
According to Chatbase, it is GDPR and SOC 2 Type II compliant and does not use
Customer data to train AI models. Customers should review Chatbase’s policies directly
for current information. The Service may replace Chatbase or add additional AI services
or models at any time.
 Other Third-Party Services: The Service may additionally interface with other third-
party tools at Customer’s election. Use of such services is governed by those providers’
separate terms, and Sellingthesageway.ai expressly disclaims all representations,
warranties, and liability concerning them.
Where integration with a Third-Party Service requires Customer credentials, Customer is
responsible for providing such information and represents it has authority to do so without
violating the third party’s terms. Sellingthesageway.ai shall not be liable for any issues arising
from the use or inability to use Third-Party Services.
4. FINANCIAL TERMS
4.1 Fees
Customers are required to pay for access to and use of the Service as detailed in the applicable
Order (“Fees”). All Fees will be charged in the currency stated in the Order or, if no currency is
specified, in U.S. dollars. Payment obligations are non-cancellable and, except as explicitly
stated in this Agreement, Fees are non-refundable. Sellingthesageway.ai reserves the right to
modify its Fees or introduce new fees upon at least thirty (30) days’ advance written notice;
provided that any Fee increase will take effect at the start of the next Subscription Period

following the notice period. Customers who disagree with revised Fees may elect not to renew
their subscription.
4.2 Payment
Sellingthesageway.ai, either directly or through its third-party payment processor (“Payment
Processor”), will bill the Customer for Fees using the credit card, ACH, or other payment method
provided by the Customer. Sellingthesageway.ai reserves the right to charge the Customer’s
payment method for any services provided under the Order, including recurring Fees. It is the
Customer’s responsibility to ensure that Sellingthesageway.ai has current and accurate
payment information; failure to do so may result in suspension of access to the Service.
If the Customer pays through a Payment Processor, such transactions are subject to the
Payment Processor’s terms, conditions, and privacy policies in addition to this Agreement.
Sellingthesageway.ai is not responsible for errors or omissions by the Payment Processor but
reserves the right to correct such errors. By accepting an applicable Order, the Customer
authorizes recurring charges to its payment method without further authorization until the
Customer terminates this Agreement or updates its payment method.
4.3 Taxes
Fees do not include any taxes, levies, duties, or similar governmental assessments, including
value-added, sales, use, or withholding taxes, imposed by any jurisdiction (collectively, “Taxes”).
Customers are responsible for paying all Taxes associated with their purchases. If
Sellingthesageway.ai is obligated to pay or collect Taxes for which the Customer is responsible,
Sellingthesageway.ai will invoice the Customer for such Taxes unless the Customer provides a
valid tax exemption certificate from the appropriate taxing authority in advance. For clarity,
Sellingthesageway.ai is solely responsible for taxes based on its own income, property, and
employees.
4.4 Failure to Pay; Billing Disputes
If a Customer fails to pay any Fees when due, Sellingthesageway.ai may suspend access to the
Service until overdue amounts are paid in full. Sellingthesageway.ai is authorized to attempt
charging the Customer’s payment method multiple times if an initial charge is unsuccessful.
If a Customer believes it has been incorrectly billed, it must contact Sellingthesageway.ai within
sixty (60) days from the first billing statement showing the alleged error to request an
adjustment or credit. Upon receiving a written dispute notice, Sellingthesageway.ai will review
the matter and provide a written decision with supporting evidence. If the billed amounts are
confirmed due, the Customer must pay within ten (10) days of receiving Sellingthesageway.ai’s
written decision.
5. TERM AND TERMINATION
5.1 Agreement Term and Renewals
Subscriptions commence on the start date specified in the applicable Order (“Subscription Start
Date”) and continue for the duration of the Subscription Period. Customers may elect not to
renew their Subscription Period by modifying their subscription through account settings within
the Service prior to the end of the then-current Subscription Period. This Agreement takes effect
on the first day of the Subscription Period and remains in effect for the duration of the
Subscription Period, including any renewals and any period during which the Customer is using

the Service (“Term”). If this Agreement is terminated by either party, it will automatically
terminate all Orders. If a Customer cancels or chooses not to renew a paid subscription, the
Customer’s access to the Service will cease at the end of the then-current Subscription Period.
5.2 Termination for Cause
Either party may terminate this Agreement upon written notice to the other party if the other
party materially breaches this Agreement and such breach is not cured within thirty (30) days
after receipt of such notice. Sellingthesageway.ai may terminate a Customer’s access to any
free tier or trial version of the Service at any time upon notice.
5.3 Effect of Termination
If the Customer terminates this Agreement due to an uncured material breach by
Sellingthesageway.ai, Sellingthesageway.ai will refund any unused, prepaid Fees for the
remainder of the then-current Subscription Period. If Sellingthesageway.ai terminates this
Agreement due to an uncured material breach by the Customer, the Customer will pay any
unpaid Fees covering the remainder of the then-current Subscription Period. No termination will
relieve the Customer of the obligation to pay Fees for the period prior to the effective date of
termination.
Upon termination, all rights and licenses granted by Sellingthesageway.ai will cease
immediately and the Customer will lose access to the Service. Within thirty (30) days of
termination, upon the Customer’s written request, Sellingthesageway.ai will delete the
Customer’s User Information, including passwords, files, and User Submissions, unless earlier
deletion is requested in writing. After such thirty (30) day period, Sellingthesageway.ai has no
obligation to retain Customer data.
5.4 Survival
The following Sections will survive any termination or expiration of this Agreement:
“Sellingthesageway.ai’s Ownership,” “Third-Party Services,” “Financial Terms” (with respect to
amounts accrued prior to termination), “Term and Termination,” “Warranty Disclaimer,”
“Limitation of Liability,” “Indemnification,” “Confidentiality,” “Data,” “General Terms, and Dispute
Resolution.”
6. WARRANTIES AND DISCLAIMERS
6.1 Mutual Warranties
Each party represents and warrants that: (a) it has the full right, power, and authority to enter
into this Agreement; and (b) its performance under this Agreement will not violate any applicable
law, regulation, or obligation to any third party.
Customer additionally represents and warrants that all User Submissions submitted by Users
comply with all applicable laws, rules, and regulations, including applicable privacy laws, and
that Customer has all necessary rights to submit such content.
6.2 Sellingthesageway.ai Service Warranty
Sellingthesageway.ai warrants that the Service will perform materially in accordance with its
documentation during the applicable Subscription Period. Customer’s sole remedy for breach of
this warranty is, at Sellingthesageway.ai’s option, re-performance of the affected Service or a

pro-rata refund of Fees paid for the period during which the material non-conformance occurred
in accordance with the published Refund Policy.
6.3 Warranty Disclaimer
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES AND ALL
RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS
AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND
SELLINGTHESAGEWAY.AI EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES,
WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-
INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT SELLINGTHESAGEWAY.AI
DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTEDCUSTOMER
ACKNOWLEDGES THAT SELLINGTHESAGEWAY.AI DOES NOT WARRANT THAT THE
SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. BECAUSE
THE SERVICE INCORPORATES AI-GENERATED OUTPUTS, SELLINGTHESAGEWAY.AI
DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR FITNESS FOR ANY
PARTICULAR PURPOSE OF SUCH OUTPUTS. SOME JURISDICTIONS DO NOT ALLOW
THE DISCLAIMER OF CERTAIN WARRANTIES, SO THE FOREGOING DISCLAIMERS MAY
NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
7. LIMITATION OF LIABILITY
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, SELLINGTHESAGEWAY.AI
WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR
PUNITIVE DAMAGES, OR DAMAGES BASED ON THE USE OF OR ACCESS TO,
INTERRUPTION, DELAY, OR INABILITY TO USE THE SERVICE, LOST REVENUES OR
PROFITS, LOSS OF BUSINESS OR GOODWILL, DATA CORRUPTION, OR SYSTEM
FAILURES, REGARDLESS OF THE LEGAL THEORY AND EVEN IF
SELLINGTHESAGEWAY.AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
SELLINGTHESAGEWAY.AI’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR
RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR
PAYABLE BY THE CUSTOMER TO SELLINGTHESAGEWAY.AI DURING THE TWELVE (12)
MONTHS IMMEDIATELY PRECEDING THE CLAIM.
THE FOREGOING LIMITATIONS DO NOT APPLY TO: (A) EITHER PARTY’S
INDEMNIFICATION OBLIGATIONS UNDER SECTION 8; (B) A PARTY’S LIABILITY FOR
FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT; OR (C) CUSTOMER’S
PAYMENT OBLIGATIONS UNDER SECTION 4.
8. INDEMNIFICATION
8.1 Customer Indemnification
Customer shall indemnify, defend, and hold harmless Sage Sales Consulting LLC and its
affiliates, officers, directors, employees, attorneys, and agents from and against any and all
claims, costs, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees)
arising out of or in connection with: (i) a claim alleging that any User Submission or Customer
Data directly infringes a copyright, U.S. patent, or trademark of a third party; (ii) Customer’s

violation of any applicable law or regulation; or (iii) Customer’s material breach of any provision
of this Agreement; provided that Sage Sales Consulting LLC (a) gives Customer prompt written
notice of the claim; (b) gives Customer sole control of the defense and settlement of the claim,
provided that Customer may not settle any claim that imposes obligations on or releases Sage
Sales Consulting LLC without prior written consent; (c) provides Customer all reasonably
available information and assistance; and (d) has not compromised or settled such claim without
Customer’s consent.
8.2 Sellingthesageway.ai Indemnification
Sellingthesageway.ai shall indemnify, defend, and hold harmless Customer and its affiliates,
officers, directors, and employees from and against any third-party claims alleging that the
Service, as provided by Sellingthesageway.ai and used in accordance with this Agreement,
infringes any U.S. patent, copyright, or trademark. This obligation does not apply to the extent
that a claim arises from: (a) Customer’s modification of the Service; (b) use of the Service in
combination with products or services not provided by Sellingthesageway.ai; or (c) Customer’s
breach of this Agreement. The same procedures described in Section 8.1(a)–(d) apply to claims
under this Section 8.2, with the roles of the parties reversed as applicable.
9. CONFIDENTIALITY
9.1 Definition
Each party (the “Receiving Party”) recognizes that the other party (the “Disclosing Party”) may
share business, technical, or financial information pertaining to the Disclosing Party’s operations
that, due to the nature of the information and the context of disclosure, is reasonably considered
confidential (“Confidential Information”). For Sellingthesageway.ai, Confidential Information
includes non-public details about the features, functionality, and performance of the Service. For
Customers, Confidential Information comprises User Information and User Submissions,
including any sales strategies, client data, or proprietary business processes shared through the
Service. This Agreement, together with all related Orders, is considered Confidential Information
of both parties.
Confidential Information does not include information that: (a) becomes publicly available
without breach of any duty to the Disclosing Party; (b) was known to the Receiving Party before
disclosure without breach of any duty; (c) is received from a third party without breach of any
duty; or (d) was independently developed by the Receiving Party without use of the Disclosing
Party’s Confidential Information.
9.2 Protection and Use of Confidential Information
The Receiving Party must: (a) protect the Disclosing Party’s Confidential Information with at
least the same degree of care it uses for its own similar information, but no less than reasonable
care; (b) restrict access to Confidential Information to personnel, affiliates, subcontractors,
agents, consultants, legal advisors, financial advisors, and contractors who need such
information in connection with this Agreement and who are bound by confidentiality obligations
no less protective than those herein; (c) not disclose any Confidential Information to third parties
without prior written consent from the Disclosing Party, except as expressly permitted herein;
and (d) use the Confidential Information solely to fulfill obligations under this Agreement.
9.3 Compelled Disclosure

If required by law, the Receiving Party may disclose the Disclosing Party’s Confidential
Information, provided that it provides advance written notice to the Disclosing Party (to the
extent legally permissible) and offers reasonable assistance, at the Disclosing Party’s expense,
if the Disclosing Party wishes to contest the disclosure.
9.4 Feedback
Customers may occasionally provide feedback regarding the Service (“Feedback”). To the
extent Customer provides Feedback, Customer grants Sellingthesageway.ai a royalty-free,
worldwide, perpetual, irrevocable, fully transferable, and sublicensable license to use, disclose,
modify, create derivative works from, distribute, display, and exploit such Feedback without
restriction, except that Sellingthesageway.ai will not identify Customer as the source of any
Feedback. For clarity, this license does not extend to any Customer Confidential Information or
proprietary data that may be incidentally included in Feedback; Customer should not submit
Confidential Information as Feedback.
10. DATA
10.1 User Information
Customers and their Users must provide information such as names, email addresses,
usernames, IP addresses, browser types, and operating systems (“User Information”) to access
the Service. Customers authorize Sellingthesageway.ai and its subcontractors (including
Chatbase) to store, process, and retrieve User Information as part of delivering the Service.
Customers warrant they have all necessary rights to provide User Information for processing as
described in this Agreement and are liable for their User Information and any unauthorized use
of their credentials.
10.2 User Submissions
Customers grant Sellingthesageway.ai a non-exclusive, worldwide, royalty-free license to use,
process, and display User Submissions solely as necessary to provide the Service to Customer.
Beyond the rights granted here, Customers retain all rights, title, and interest in and to their User
Submissions. Sellingthesageway.ai will not use User Submissions to train generalized AI or
machine learning models, consistent with the commitment described in Sellingthesageway.ai’s
Privacy Policy.
10.3 Service Data
Sellingthesageway.ai collects data on Service performance and operation (“Service Data”) as
Customers use the Service. Provided Service Data is aggregated and anonymized such that it
does not disclose any personal information or identify any Customer or User,
Sellingthesageway.ai may use this data freely. Sellingthesageway.ai owns all rights to such
aggregated, anonymized Service Data.
10.4 Data Protection and Security
Sellingthesageway.ai maintains commercially reasonable security practices to protect Customer
Data, including User Submissions and User Information, consistent with the standards
described in its Privacy Policy (available at sellingthesageway.ai/privacy). The Service is
delivered through Chatbase’s AI infrastructure, which, according to Chatbase, is GDPR and
SOC 2 Type II compliant and employs industry-standard encryption at rest and in transit.

In the event of a confirmed data security breach that affects Customer’s personal data,
Sellingthesageway.ai will notify Customer without undue delay, and in any event within seventy-
two (72) hours of becoming aware of the breach, to the extent required by applicable law. Such
notice will include the nature of the breach, categories of data affected, and steps being taken to
address it.
10.5 Privacy Policy
Sellingthesageway.ai’s collection and use of personal data is governed by its Privacy Policy, the
current version of which is incorporated herein by reference and available at
sellingthesageway.ai/privacy. To the extent of any conflict between this Agreement and the
Privacy Policy regarding the treatment of personal data, the Privacy Policy governs; provided
that any material changes to the Privacy Policy that expand the use of Customer data or reduce
Customer data protections are subject to the same notice requirements as amendments to this
Agreement under Section 12.2.
11. PUBLICITY
With prior written consent from the Customer, Sellingthesageway.ai is permitted to identify the
Customer and use and display the Customer’s name, logo, trademarks, or service marks on
Sellingthesageway.ai’s website and in its marketing materials, solely to demonstrate the
clientele and user base of Sellingthesageway.ai. Such use will not compromise any Confidential
Information or privacy rights of the Customer.
12. GENERAL TERMS
12.1 Force Majeure
Sellingthesageway.ai shall not be liable for any failure or delay in performing its obligations
under this Agreement caused by events beyond its reasonable control, including but not limited
to failures of third-party hosting or utility providers (including Chatbase), strikes (excluding those
involving Sellingthesageway.ai’s employees), riots, fires, natural disasters, wars, terrorism, or
government actions. In the event of a force majeure lasting more than thirty (30) days, either
party may terminate this Agreement upon written notice.
12.2 Changes to the Service and Agreement
Sellingthesageway.ai reserves the right to modify the Service, provided it does not materially
reduce the core functionality provided to Customers during an active Subscription Period.
Sellingthesageway.ai may modify the terms of this Agreement unilaterally, provided that
Customers are notified at least thirty (30) days before such changes take effect, with changes
posted prominently on the Sellingthesageway.ai website. Continued use of the Service after the
effective date of any changes constitutes acceptance of the revised Agreement.
12.3 Relationship of the Parties
This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or
employment relationship between Sellingthesageway.ai and the Customer. Both parties are
independent contractors.
12.4 No Third-Party Beneficiaries

This Agreement is strictly between Sellingthesageway.ai and the Customer. It is not intended to
benefit any third party, nor shall any third party have the right to enforce any of its terms directly
or indirectly.
12.5 Notices
Notices under this Agreement will be communicated via email, although Sellingthesageway.ai
may provide notices through the Service instead. Notices to Sellingthesageway.ai must be
directed to the designated email address on Sellingthesageway.ai’s website. Notices to
Customers will be sent to the email address on file. Notices are deemed delivered the next
business day after emailing, or the same day if delivered through the Service.
12.6 Amendment and Waivers
No modifications to this Agreement will be effective unless in writing and signed or
acknowledged by authorized representatives of both parties, except as provided in Section 12.2.
Neither party’s delay or failure to exercise any right under this Agreement will be deemed a
waiver of that right. Waivers must be in writing and signed by the waiving party.
12.7 Severability
Should any provision of this Agreement be found unlawful or unenforceable by a court, it will be
modified to the minimum extent necessary to make it lawful and enforceable, while the
remaining provisions continue in full effect.
12.8 Assignment
Neither party may assign or delegate its rights or obligations under this Agreement without the
other party’s prior written consent, except that Sellingthesageway.ai may do so without consent
in connection with a merger, acquisition, corporate reorganization, or sale of substantially all
assets. Any unauthorized assignment will be void. This Agreement binds and benefits the
parties, their successors, and permitted assigns.
12.9 Entire Agreement
This Agreement, including any referenced documents and Orders, constitutes the entire
agreement between Sellingthesageway.ai and the Customer with respect to its subject matter
and supersedes all prior and contemporaneous discussions, agreements, and understandings
of any nature. In the event of a conflict between this Agreement and an Order, the Order shall
govern with respect to the specific transaction, and this Agreement shall govern in all other
respects.
13. DISPUTE RESOLUTION
13.1 Governing Law.
This Agreement and any dispute or claim arising out of or relating to it or its subject matter or
formation (including non-contractual disputes or claims) shall be governed by and construed in
accordance with the laws of the State of California, without regard to its conflict of laws
principles.
13.2 Informal Resolution.
Before initiating any formal dispute resolution proceeding, the parties agree to attempt to
resolve any dispute, controversy, or claim arising out of or relating to this Agreement, or the

breach, termination, or validity thereof (Dispute), through good-faith negotiation. Either party
may initiate informal resolution by delivering written notice to the other party describing the
Dispute in reasonable detail. The parties shall negotiate in good faith for a period of thirty (30)
days following such notice (the "Negotiation Period"). If the Dispute is not resolved within the
Negotiation Period, either party may proceed to mediation under Section 13.3.
13.3 Mediation.
If the Dispute is not resolved through informal negotiation, the parties agree to submit the
Dispute to non-binding mediation administered by the American Arbitration Association (AAA)
under its Commercial Mediation Procedures, with the mediation to be held in Alameda County,
California. The parties shall share mediation costs equally. If the Dispute is not resolved through
mediation within forty-five (45) days of the commencement of mediation (or such longer period
as the parties may agree in writing), either party may proceed to binding arbitration under
Section 13.4.
13.4 Binding Arbitration.
Any Dispute not resolved through the processes described in Sections 13.2 and 13.3 shall be
finally resolved by binding arbitration administered by the AAA in accordance with its
Commercial Arbitration Rules, including the Expedited Procedures for claims not exceeding One
Hundred Thousand Dollars ($100,000), as modified by this Section. The arbitration shall be
conducted by a single arbitrator mutually selected by the parties in accordance with the AAA's
arbitrator selection procedures. The arbitration shall be conducted in Alameda County,
California, or, at either party's election, via remote hearing. The arbitrator shall have authority to
award any relief available in a court of competent jurisdiction, except that the arbitrator shall
have no authority to award punitive or exemplary damages. The arbitrator's award shall be final
and binding and may be entered as a judgment in any court of competent jurisdiction. The
parties shall share arbitration costs equally, except that the arbitrator may allocate costs and
reasonable attorneys fees to the prevailing party as part of the award.
13.5 Injunctive and Provisional Relief.
Notwithstanding the foregoing, either party may seek emergency, temporary, or preliminary
injunctive or other provisional relief from a court of competent jurisdiction in Alameda County,
California, solely to prevent irreparable harm pending the resolution of a Dispute under this
Section 13. The parties irrevocably consent to the exclusive personal jurisdiction and venue of
the state and federal courts located in Alameda County, California for such purposes. Seeking
such relief shall not constitute a waiver of the right to arbitrate the underlying Dispute.
13.6 Waiver of Class Action.
ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT
AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR
REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE
THAN ONE PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF
REPRESENTATIVE OR CLASS PROCEEDING.
13.7 Survival.
This Section 13 shall survive termination or expiration of this Agreement.