1. EVALUATION; RESTRICTIONS

• 1.1. Evaluation. Subject the terms and conditions of this Agreement (including, without limitation, Customer’s compliance with the restrictions on usage set forth below), Sage will, during the Beta Period, provide Customer with access to Sage’s services, including Sage’s artificial intelligence chatbot (the “Service” ) through access credentials provided by Sage ( “Access Credentials”) solely for purposes of Customer’s (a) internal testing and evaluation of the Service, and (b) providing Feedback to the Sage (as such terms are defined below). Customer must use the Service in compliance with all applicable laws and regulations and related documentation. Customer will at all times be liable and responsible for any activities and all other acts or omissions taken by Customer or by any other person or entity who accesses or otherwise uses the Service using Customer’s Access Credentials. Customer shall comply with all instructions, requirements, and documentation, and all other acceptable use guidelines (including access and usage protocols and limitations) that Sage may make available from time to time.

• 1.2. Customer Data: Customer hereby grants Sage a non-exclusive, worldwide, perpetual, royalty-free, fully paid, sublicensable, fully transferable, irrevocable license and right to access, use, reproduce, modify, create derivative works of, display, process, and otherwise exploit all data or information submitted by or on behalf of Customer pursuant to this Agreement (“Customer Data”) to: (a) provide the Service and perform its obligations under this Agreement; (b) derive or generate data that does not identify Customer or any other natural human persons, such as technical logs, data, and learnings about Customer’s use of the Service, but excluding any identifiable Customer Data (“Usage Data”); (c) create and compile Customer Data that has been deidentified or aggregated with other data such that the resulting data no longer reasonably identifies Customer or a specific individual (“Aggregated Data”); and (d) as otherwise required by laws or as agreed to in writing between the Parties. Subject to the foregoing, Customer owns and retains all right, title, and interest, including all related intellectual property and proprietary rights, in and to the Customer Data.

• 1.3. Usage Data; Aggregated Data. Sage may access, use, collect, copy, store, host, disclose, transmit, transfer, publicly display, modify, create derivative works from, and otherwise process and exploit Usage Data and Aggregated Data for any business purpose including (a) monitoring, operating, and supporting the Service, including the performance, security, and stability thereof; (b) creating analytics, benchmarking, performance data, and reports; (c) tracking usage for billing purposes; and (d) improving, modifying, and enhancing the Service including training algorithms that are part of the Service and developing additional products and services.

• 1.4. Restrictions. Except as explicitly permitted in this Agreement, Customer shall not, and shall not permit any third party to: (a) modify, reproduce, decompile, disassemble, or reverse-engineer, or create any derivative works based on the Sage IPR (as defined below) or any portion thereof; (b) use the Sage IPR for any benchmarking activity or in connection with the development of any competitive product; (c) sublicense, distribute, sell, lend, rent, lease, transfer, grant any rights in or to all or any portion of, or otherwise dispose of, or encumber the Sage IPR, or provide access to the Sage IPR to third parties on a service bureau basis or otherwise; (d) remove, alter, or cover any proprietary rights notices placed or embedded on or in the Sage IPR; (e) interfere with the normal operation of the Service; (f) disable or circumvent any security features of the Sage IPR; or (g) otherwise use the Sage IPR other than as provided herein.

2. OWNERSHIP

Sage owns all right, title and interest, including all intellectual property rights, in and to the Service, Usage Data, and Aggregated Data including any improvements, modifications, and enhancements to any of the foregoing (collectively “Sage IPR”). All rights not expressly granted in this Agreement are reserved by Sage.

3. CUSTOMER REPRESENTATIONS AND WARRANTIES.

Customer represents and warrants to Company that: (a) this Agreement has been duly executed and constitutes a valid and binding agreement enforceable against Customer in accordance with its terms; and (b) it has, and/or has provided all notices to and obtained all necessary and sufficient rights, permissions, capacity, consents, and authority, in order to fully comply with its obligations under, and to grant the rights and licenses set forth in, this Agreement without infringing, misappropriating, or otherwise diluting any intellectual property or proprietary third-party rights (including with respect to Customer Data), and that the use of Customer Data by Company as provided herein will not constitute infringement, misappropriation or violation of any third party’s rights.

4. FEEDBACK

Customer is under no obligation to provide to Sage any suggestions, comments, or other feedback regarding the Service (“Feedback”). If Customer provides Feedback to Sage, Customer grants to Sage a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid-up, fully sublicensable and transferable right to use and incorporate Feedback into any products and services, to make, use, sell, offer for sale, import, and otherwise exploit such products and services, and to otherwise use, copy, distribute, and otherwise exploit the Feedback without restriction.

5. CONFIDENTIALITY

• 5.1. Definition. “Confidential Information” means information disclosed to the receiving party (“Recipient”) under this Agreement that is designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Sage’s Confidential Information includes Sage IPR and any technical or performance information about the Sage IPR.

• 5.2. Obligations. Recipient will: (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement; and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know to fulfill the obligations under this Agreement, provided that Recipient remains responsible for their compliance with this Section 5 and will ensure that they are bound to confidentiality obligations no less protective than this Section 5.

• 5.3. Exclusions. These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the Recipient; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using Confidential Information.

• 5.4. Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 5.

• 5.5. Required Disclosures. Notwithstanding anything to the contrary, nothing in this Agreement prohibits either party from making disclosures of Confidential Information, if required by law, subpoena, or court order, provided (if permitted by law) it notifies the other party in advance (to the extent feasible and permitted) and reasonably cooperates in any effort to obtain confidential treatment.

6. PRIVACY

To the extent applicable, each party will comply with its obligations in the Sage Privacy Policy

7. BETA PERIOD; TERMINATION.

• 7.1. Beta Period. This Agreement will commence as of the Effective Date and will remain in full force and effect until terminated by either party or Sage otherwise revokes Customer’s access (the “Beta Period”).

• 7.2. Termination. Either party may terminate this Agreement for convenience at any time with written notice to the other party.

• 7.3. Effects of Termination. Upon termination of this Agreement: (a) the rights granted to Customer hereunder will immediately terminate; (b) Customer shall immediately discontinue any use of the Service and promptly return or destroy all Confidential Information of Sage in its possession or control; and (c) Sections 1.2, 1.3, 2, 4, 5, 6, 7.3, 8, 9, and 10 will survive.

8. WARRANTY DISCLAIMER

THE SERVICE IS PROVIDED “AS IS.” SAGE DOES NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT ERROR OR INTERRUPTION AND SAGE SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, TITLE, QUALITY, ACCURACY, AND FITNESS FOR A PARTICULAR PURPOSE. INFORMATION GENERATED BY THE SERVICE OR SAGE IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. INFORMATION, INCLUDING ANY RESPONSES, GENERATED BY THE SERVICE INCLUDING THE CHATBOT, OR SAGE IS NOT INTENDED, AND MUST NOT BE TAKEN, AS MEDICAL ADVICE. CUSTOMER SHOULD CONSULT WITH A MEDICAL PROFESSIONAL TO ASSURE THAT ANY INFORMATION PROVIDED BY THE SERVICE, THE CHATBOT OR SAGE IS SUITABLE FOR CUSTOMER’S USE.

9. LIMITATION OF LIABILITY

SAGE’S TOTAL LIABILITY WILL NOT EXCEED $100. SAGE WILL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.

10. GENERAL PROVISIONS.

This Agreement will be governed by the laws of the State of California without reference to conflict of law principles. All disputes arising out of or related to the Agreement, will be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California, and the Parties agree and submit to the personal and exclusive jurisdiction and venue of these courts. Customer will not assign this Agreement, directly or indirectly, by operation of law or otherwise, without the prior written consent of Sage. This Agreement, including the Privacy Policy, is the entire agreement between the Parties relating to the subject matter hereof. No waiver or modification of this Agreement will be valid unless in writing signed by each party. The terms of any Customer purchase order or any other document that conflicts with, or in any way purports to amend, any of the terms of this Agreement are hereby specifically objected to and will be of no force or effect.