TERMS OF SERVICE
Last Updated 4/1/2022
Welcome to Sage Digital Corp., (“Sageplus,” “we,” “us,” and “our”). We are truly excited to have you aboard. Thank you for choosing to use our services.
These Terms of Service (“Terms”) govern your access to and use of the Sageplus platform (“the platform”), user platform websites (“User Platform”), mobile app (the “App”), and any other software, tools, features, or functionalities provided on or in connection with our services; including without limitation using our services to view, explore, and create crypto assets, such as a NFT or any other crypto assets, and use our tools, at your own discretion, to connect directly with others to purchase, sell, or transfer NFTs on public blockchains (collectively, the “Service”). “NFT” in these Terms means a non-fungible token or similar digital item implemented on a blockchain (such as the Ethereum or Polygon blockchain), which uses smart contracts to link to or otherwise be associated with certain content or data.
You are referred to herein as “you” or “your”, and when we use “you” or “your” we are referring to you and any person, party or entity who accesses the Platform or uses the Services. Together, you and Sageplus are referred to herein as ‘Parties.’
1. TERMS OF SERVICE
These “Terms of Service” (“Agreement” or “Terms”) are between Sage Digital Corp., a corporation organized under the laws of the State of Delaware and the person accepting these Terms (“User” or “You”). It is effective on the date You “Accept” these Terms electronically.
2. USER ACCOUNT AND MAINTENANCE
To access and participate with the Platform and our Services you will need to create an account (“Account”). By creating an account, each User represents and warrants to Sageplus the following: (a) User is an individual who is at least eighteen (18) years of age; (b) all information provided in connection with their account is correct and complete; (c) User shall update information in their account so that information is always correct and complete; (d) their transactions involving Tokens will always take place either on a Sageplus Site or via a digital ledger where records of the transaction are public, such as blockchain; (e) User shall not provide their account credentials (logins, passwords, or other means of access or authentication) to third parties; (f) only User shall conduct activity through User’s account; (e) You represent and warrant that you have not been identified as a Specially Designated National or placed on any sanctions list by the U.S. Treasury Department’s Office of Foreign Assets Control, the U.S. Commerce Department, or the U.S. Department of State; and you will not use our Website to conduct any illegal or illicit activity. Sageplus may require you to provide additional information and documents in certain circumstances, such as at the request of any government authority, as any applicable law or regulation dictates, or to investigate a potential violation of these Terms. In such cases, Sageplus, in its sole discretion, may disable your Account and block your ability to access the Service until such additional information and documents are processed by Sageplus. If you do not provide complete and accurate information in response to such a request, Sageplus may refuse to restore your access to the Service.
You can access, edit and update your Account via the account settings page of your profile. You are solely responsible for any activity on your Account and associated wallets (whether a Sageplus Wallet, External Non-Custodial Wallet (as defined below) or otherwise) and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account, and we are not liable for any loss as a result of your account being compromised. You must immediately notify us at info@Sageplus.co if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account.
We require all users to be at least 18 years old. If you are at least 13 years old but under 18 years old, you may only use Sageplus through a parent or guardian’s Account and with their approval and oversight. That account holder is responsible for your actions using the Account. It is prohibited to use our Service if you are under 13 years old.
3. COMMUNICATION PREFERENCES
3.1 By creating an Account, you consent to receive electronic communications from Sageplus (e.g., via email, push notification, text messages, or other types of messages). These communications may include notices about your Account (e.g., transactional information) and are part of your relationship with us. We may also send you promotional communications via email we think will be of interest to you. You understand that you are not required to provide this consent as a condition of using the Service and you may opt out of these communications through the Service (with the possible exception of important service announcements and administrative messages) by following the unsubscribe instructions provided.
3.2 By providing your mobile/cellular phone number to Sageplus, whether at sign-up or when updating your contact information, you agree to receive text (SMS) messages from Sageplus. Sageplus will send text messages related to authorization of access to your account and to possible promotions related to the Site. Message frequency will vary. Consent to receive promotional text messages is not a condition of access to Sageplus' services. Your wireless carrier’s standard messaging rates apply to all text messages received and sent, including any downloading of content. All charges are billed by and payable to your wireless carrier.
4. PURCHASE OF NON-FUNGIBLE TOKEN (NFT)
Any NFT that User purchases is governed entirely by the smart contract and the blockchain network governing such NFT. NFTs may be subject to additional terms directly between Purchaser and the seller of the NFT, namely: (i) in any associated smart contract or (ii) as may be mutually agreed (e.g., with respect to any benefits associated with a given NFT) ((i) and (ii), collectively, “Purchase Terms”). Sageplus is not a party to any Purchase Terms, which are solely between Purchaser and the Client. Purchaser and the Client are entirely responsible for communicating, promulgating, agreeing to, and enforcing Purchase Terms.
User may need to agree to pay all Gas Fees associated with the Purchaser's purchase of an NFT. “Gas Fees” mean the fees that fund the network of computers that run the decentralized blockchain network, meaning that a user will need to pay Gas Fees for each transaction that occurs via the blockchain network.
5. PAYMENT FOR PURCHASES
The Services allow you to purchase and otherwise transact in NFTs. You acknowledge and agree that all information you provide with regards to a purchase of NFTs, including, without limitation, credit card or other payment information as the Services may accept through a third-party platform or system from time-to-time, is accurate, current and complete. You represent and warrant that you have the legal right to use the payment method you provide to a third-party platform or system that fulfills payments for NFTs, including, without limitation, any credit card you provide when completing a transaction. When you purchase a NFT, you (a) agree to pay the price for such NFT as set forth in the applicable Service, any charges necessary to the fulfillment of the NFTs, including any required gas fees, and all applicable taxes (which may include, without limitation, sales, use, value-added and other taxes, duties and assessments other than taxes on our net income) in connection with your purchase (the “Full Purchase Amount”), and (b) authorize us and/or a third-party platform or system that fulfills payments for NFTs to charge your credit card or other payment method for the Full Purchase Amount. You acknowledge that with respect to NFTs, Sageplus may impose a fee on any secondary sales of such NFT after its initial purchase, regardless whether such secondary sale occurs on the NFT Platform or on some other platform, and such fee will be deducted from the proceeds from selling the NFT. Unless otherwise noted, all currency references are in U.S. Dollars. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. Orders will not be processed until payment has been received in full, and any holds on your account by any payment processor are solely your responsibility. Your order may be suspended or canceled for any reason, including if the payment method cannot be verified, is invalid or is otherwise not acceptable.
Sageplus does not receive, custody, or process any payment of U.S. dollars or cryptocurrency in connection with transactions on the Platform involving Users. All transfers of U.S. dollars and cryptocurrencies between Users and Sageplus, as applicable, are processed by third-party payment service providers, and your use of these services is subject to such third-party service providers’ terms and conditions.
6. RECORDKEEPING OF PURCHASED NFTS
NFTs that you acquire through the use of the Sageplus Platform may, for a limited time, be assigned to the Sageplus Wallet (if such Sageplus Wallet is still operational) associated with your Account, as provided in Section 7 of these Terms, and will be recorded on the applicable blockchain. Sageplus has no obligation or liability to you for keeping, storing, or helping you recover any NFT that you purchase hereunder.
Sageplus' services enable the minting of each NFT on the public blockchain, and once committed to the public blockchain, the series cannot be edited or changed, including by Sageplus or any other third party. Sageplus' use of the public blockchain offers an open ledger reporting and tracking capability that can help to ensure ownership rights and authenticity.
7. SAGEPLUS WALLET
When you create an Account, for a limited time, we may enable the creation and association of a unique wallet to your account (“Sageplus Wallet”) to enable the custody of certain NFTs. The Sageplus Wallet is separate and distinct from External Non-Custodial Wallets (defined below), or any Third Party Platform Wallets (defined below). Sageplus reserves the right to disable, invalidate or otherwise render inoperable at any time with or without notice to a user, an Sageplus Wallet that is used in a manner that is abusive or inappropriate, in violation of these Terms, or that is otherwise detrimental to the Services or Sageplus to be determined in Sageplus' sole discretion. Further, Sageplus may terminate the offering or support of Sageplus Wallets at any time, in our sole discretion, in which case you will be responsible for transferring your relevant Sageplus NFT to another wallet solution. If we believe a NFT is present in your Sageplus Wallet at the time we determine to cease offering or supporting Sageplus Wallets, we may attempt to notify you to transfer such Sageplus NFTs out of the respective Sageplus Wallet and into an External Non-Custodial Wallet or other alternative. However, we accept no responsibility or liability for loss of a NFT for any reason, including if you fail to transfer such Sageplus NFTs after receiving such notice.
8. EXTERNAL NON-CUSTODIAL WALLET
You may choose to associate a non-custodial wallet (by way of example, a MetaMask or Coinbase Wallet) (“External Non-Custodial Wallet”) with your Account. External Non-Custodial Wallets allow you to log into your Account and purchase, store and engage in transactions using the interface provided by the Sageplus Platform. Associating an External Non-Custodial Wallet, or a specific type thereof (e.g., a MetaMask wallet) may be required as a condition to receiving a NFT, as provided in the specific terms and conditions of an individual drop. By using an External Non-Custodial Wallet in connection with the Services, you agree that you are using such External Non-Custodial Wallet under the terms and conditions of the applicable providers of such External Non-Custodial Wallet. For example, for the MetaMask wallet, those terms and conditions are available at https://metamask.io/terms.html. External Non-Custodial Wallets are not associated with, maintained by, supported by, or affiliated with Sageplus. Sageplus reserves the right to refuse to associate an External Non-Custodial Wallet with a User’s Account in its sole and exclusive discretion. If you attempt to associate your Account with an External Non-Custodial Wallet bearing risk factors, such attempts may result in the suspension or termination of your Account, each as determined in Sageplus' sole and exclusive discretion. Sageplus accepts no responsibility or liability to you in connection with your use of an External Non-Custodial Wallet, and makes no representations or warranties regarding how the Services will operate with any specific External Non-Custodial Wallet. The private keys necessary to decrypt an External Non-Custodial Wallet are held solely by you, and not by Sageplus. Sageplus has no ability to help you access or recover your private keys for your External Non-Custodial Wallet, so please keep them in a safe place.
9. WALLET TRANSFERS
We may, but have no obligation to, provide functionalities via the Services whereby you can transfer items, including NFTs, from one wallet to another, such as from your Sageplus Wallets to other wallets such as External Non-Custodial Wallets. Transfers and other transactions between the Services and External Non-Custodial Wallets may be facilitated by one or more smart contracts, some or all of which Sageplus has not developed and does not control. You acknowledge the risk of smart contracts and agree to be bound by the outcome of any smart contract operation that you initiate or that is initiated at your direction. We accept no liability or responsibility for any such transfer or other similar transaction, including for any loss, data corruption, or other negative impact that may occur to your NFTs or wallets or other assets when attempting to transfer assets between wallets.
10. SCOPE OF LICENSE (can vary by project)
If you purchase a NFT, then subject to your compliance with these NFT Terms and any Terms and Conditions specific to such NFT, Sageplus hereby grants you a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Content for such purchased NFT, solely for the following purposes: (a) for your own personal, non-commercial use; (b) as part of a marketplace that permits the purchase and sale of your NFTs, provided that the marketplace cryptographically verifies each NFT’s owner’s rights to display the Content for their NFT to ensure that only the actual owner can display the Content; or (c) as part of a third party website or application that permits the inclusion, involvement, or participation of your NFT, provided that the website/application cryptographically verifies each NFT’s owner’s rights to display the Content for their NFT to ensure that only the actual owner can display the Content, and provided that the Content is no longer visible once the owner of the NFT leaves the website/application. This license only lasts as long as you are the valid owner and holder of the NFT associated with the licensed Content. If you sell or transfer the NFT to another person, this license will transfer to such other owner or holder of the NFT, and you will no longer have the benefits of such license. All rights not expressly granted are reserved.
11. NOTICE OF INFRINGEMENT – DMCA POLICY
If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the Services have been copied in a way that constitutes copyright or other intellectual property infringement, you may submit a notification to our copyright agent in accordance with 17 USC 512(c) of the Digital Millennium Copyright Act (the “DMCA”), by providing the following information in writing: (a) identification of the copyrighted work or other intellectual property that is claimed to be infringed; (b) identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Service; (c) information for our copyright agent to contact you, such as an address, telephone number and e-mail address; (d) a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright (or other applicable intellectual property) owners, its agent or the law; (e) a statement that the information above is accurate, and under penalty of perjury, that you are the copyright (or other applicable intellectual property) owner or the authorized person to act on behalf of the copyright (or other applicable intellectual property) owner; and (f) the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright (or other applicable intellectual property) or of an exclusive right that is allegedly infringed. Notices of copyright (or other applicable intellectual property) infringement claims should be sent by e-mail to: info@Sageplus.co. It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of users who repeatedly infringe copyrights or other intellectual property rights of others. A user of the Services who has uploaded or posted materials identified as infringing as described above may supply a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. When we receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion.To file a counter-notification with us, you must provide a written communication (by regular mail or by email) that sets forth all of the items required by sections 512(g)(2) and (3) of the DMCA. Please note that you will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others.
12. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL SAGEPLUS OR ITS SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM THESE TERMS OR THE SERVICE, PRODUCTS OR THIRD-PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF SAGEPLUS OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) FOR ANY OTHER CLAIM, DEMAND, OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF THE DELIVERY, USE, OR PERFORMANCE OF THE SERVICE. ACCESS TO, AND USE OF, THE SERVICE, PRODUCTS OR THIRD-PARTY SITES, AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF SAGEPLUS ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE SERVICE, CONTENT, NFTS, OR ANY SAGEPLUS PRODUCTS OR SERVICES EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT RECEIVED BY SAGEPLUS FOR ITS SERVICE DIRECTLY RELATING TO THE ITEMS THAT ARE THE SUBJECT OF THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims.
15. UPDATED TERMS
We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by placing a prominent notice on the first page of the Website. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms.
THE SERVICES AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF THE SERVICES, INCLUDING ANY CONTENT THEREIN.
WE FURTHER EXPRESSLY DISCLAIM ALL LIABILITY OR RESPONSIBILITY IN CONNECTION WITH THIRD PARTY SERVICES. NOTHING HEREIN NOR ANY USE OF OUR SERVICES IN CONNECTION WITH THIRD PARTY SERVICES CONSTITUTES OUR ENDORSEMENT, RECOMMENDATION OR ANY OTHER AFFILIATION OF OR WITH ANY THIRD PARTY SERVICES.
NFTS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE APPLICABLE BLOCKCHAIN NETWORK (E.G., ETHEREUM NETWORK). ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN SUCH BLOCKCHAIN NETWORK.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE INTERFACE, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) CRYPTOCURRENCY WALLETS OR CORRUPT FILES; (D) UNAUTHORIZED ACCESS TO SERVICES; OR (E) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST ANY BLOCKCHAIN NETWORK UNDERLYING THE INTERFACE.
17. ASSUMPTION OF RISK
You accept and acknowledge:
By agreeing to these Terms and accessing the Service, you agree, to the fullest extent permitted by applicable law, to indemnify, defend, and hold harmless Sageplus, and our respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (individually and collectively, the “Sageplus Parties”), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Service, content, NFTs, or content linked to or associated with any NFTs (b) any Feedback you provide, (c) your violation or breach of any term of these Terms or applicable law, and (d) your violation of the rights of or obligations to a third party, including another user or third-party, and (e) your negligence or wilful misconduct. You agree to promptly notify Sageplus of any Claims and cooperate with the Sageplus Parties in defending such Claims. You further agree that the Sageplus Parties shall have control of the defense or settlement of any Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND SAGEPLUS.
19. FORCE MAJEURE
You acknowledge that Sageplus will not be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, internet or telecommunications failures, shortages of or inability to obtain labor, energy, or supplies, war, terrorism, riot, acts of God or governmental action, acts by hackers or other malicious third parties and problems with the Internet generally, and such performance shall be excused to the extent that it is prevented or delayed by reason of any of the foregoing.
This Agreement incorporates by reference all terms appearing at the links identified in this Agreement. The Agreement may be updated and modified by Sageplus from time to time. Those modifications are incorporated as part of the Agreement. User will be notified of significant modifications when it accesses its account or the Site. If User does not accept the modifications to the Agreement, its sole remedy is to conclude its use of the Site. Provisions which, by their nature, are intended to survive termination shall continue, by way of example, exclusive remedy, shortened statute of limitation, indemnification, and limitation of liability for damages. As used in this Agreement, “Law” means applicable federal, state, and local statutes, regulations, ordinances, executive orders, and civil laws applicable to this Agreement and the conduct of each party.