Welcome, and thank you for your interest in SageRouter ("SageRouter," "we," or "us") and our website at https://sagerouter.ai/ ("Site"), along with our related websites, networks, applications, and other services provided by us (collectively, our "Service"). These Terms of Service are a legally binding contract between you and SageRouter regarding your use of the Service.
PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY CLICKING "I ACCEPT," OR BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE SAGEROUTER PRIVACY POLICY (TOGETHER, THE "TERMS"). If you are not eligible, or do not agree to the Terms, then you do not have our permission to use the Service.
These Terms provide that all disputes between you and SageRouter will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract, except for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and your claims cannot be brought as a class action. Please review Section 19 ("Dispute Resolution and Arbitration") for the details regarding your agreement to arbitrate any disputes with SageRouter.
SageRouter operates a large language model aggregator where users may use the Site to access third-party application programming interfaces ("APIs") to use a variety of generative artificial intelligence models listed on the Site ("Models"). SageRouter may add or remove Models from the Service at any time.
You must be at least 13 years of age to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 13 years of age; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with all applicable laws and regulations. If you are under 18 years of age, you must have your parent or guardian's permission to use the Service. If you are using the Service on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to these Terms and you agree to be bound by these Terms on behalf of that organization.
To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us or our authentication platform with some information about yourself, such as your email address or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, then you must immediately notify us at support@sagerouter.ai.
Access to the Service, or to certain features of the Service, may require you to pay fees for pre-paid credits that are linked to your account ("Credits"), along with payment processing fees and transaction fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. Currently, SageRouter requires users to purchase Credits to make API calls and access the Service, with a minimum and maximum purchase amount of $5 and $25,000 per transaction, respectively. Once purchased, refunds for unused Credits may be requested within twenty-four (24) hours from the time the transaction was processed. If no refund request is received within twenty-four (24) hours following the purchase, any unused Credits become non-refundable. To request a refund within the eligible period, you can use the refund button on the Credits page. The unused credit amount will be refunded to your payment method; the platform fees are non-refundable. Cryptocurrency payments are never refundable.
SageRouter reserves the right to expire unused credits three hundred sixty-five (365) days after purchase. When purchasing Credits, you will have the option to automatically add Credits to your account by charging the payment method of your choosing when your available Credits are below a threshold amount you have set on your account ("Auto Recharge"). If you elect the Auto Recharge option, you authorize SageRouter to automatically charge payments to your account. You may update or cancel Auto Recharge at any time through your account page.
SageRouter will charge the payment method you specify at the time of purchase. You authorize SageRouter to charge all sums as described in these Terms, for the Service you select, to that payment method. SageRouter accepts payment through our third-party payment processors, Stripe and Coinbase. All payments made through Stripe are in U.S. dollars, and payments made through Coinbase are through your crypto wallet. See Stripe's payment terms and conditions here, and Coinbase payment terms and conditions here. If you choose to pay using Coinbase, you represent and warrant that the cryptocurrency and source of funds for the cryptocurrency you use do not constitute the proceeds of a financial crime or any other crime under applicable law.
If SageRouter changes the fees for the Service, including by adding additional fees or charges, SageRouter will provide you advance notice of those changes. If you do not accept the changes, SageRouter may discontinue providing the Service to you.
You acknowledge that the Service enables you, your Authorized Users, and your customers (to the extent you incorporate the Service into your own products and services) access to Models provided by Model Providers. By accessing or using any Model through the Service, you agree, and will ensure that your Authorized Users and customers agree, to comply with the applicable terms for each Model ("Model Terms"), a list of which is provided here. You are solely responsible for reviewing the Model Terms applicable to each Model before accessing or using that Model and for determining whether the applicable Model Terms allow you and your Authorized Users to access and use the Service, Inputs, and Outputs as you intend.
You will require that all of your Authorized Users and customers access and use the Service and Models only in accordance with this Agreement, any documentation provided by SageRouter on the Site and Service, and the applicable Model Terms. You will be responsible for all acts and omissions of your Authorized Users, including any violation of applicable Model Terms.
You understand that Model Terms may be modified, supplemented, or replaced from time to time by the applicable Model Provider. Your continued access to or use of a Model after the Model Terms for that Model are updated constitutes your acceptance of such updated Model Terms. If you do not agree to the updated Model Terms, you should not access or use the applicable Model.
SageRouter does not guarantee availability of any Model and provides you with access to the Models only on an "as-available" basis. Model uptime and performance are described in the applicable Model Terms, and it is your responsibility to review the Model Terms for the Models you access in order to understand the availability and data practices of each Model Provider.
You understand and acknowledge that you are solely responsible for any violation by yourself, your Authorized Users, and your customers of applicable Model Terms. SageRouter may suspend, restrict, disable, or terminate your, any of your Authorized User's, and your customers' access to any Model if we reasonably believe that you, one of your Authorized Users, or your customer(s) has violated, or may violate, any Model Terms, or if we are required or requested to do so by the applicable Model Provider. If your access is suspended or terminated, it is your responsibility to contact the applicable Model Provider to resolve your issue. Each Model Provider retains sole control over access to its Model. While we will use commercially reasonable efforts to provide advance written notice to you of any suspension, restriction, disabling, or termination of your access to any Model, we cannot guarantee that we will be able to provide advance notice in all circumstances. SageRouter disclaims all liability for any suspension, restriction, disabling, termination, removal, unavailability, degradation or modification of any Model arising from or related to Model Terms of the acts or omissions of any Model Provider.
You are solely responsible for selecting the Models you use, configuring your account settings, setting permissions and restrictions for your Authorized Users and your customers, and determining whether each Model and the applicable Model Terms are appropriate for your use case, including any regulated, high-risk, sensitive, or customer-facing use.
You understand and acknowledge that certain Model Providers do not authorize users either (i) acting on behalf of certain entities or organizations, or (ii) who are located in certain countries or regions, to access their Models, as described in their Model Terms and documentation ("Restricted Models"), and that you may not access these Restricted Models through our Service. Model Providers may add or remove Models from their Restricted Models list at any time and with or without notice to you or SageRouter. You agree not to, and will not allow your Authorized Users or customers to, (a) use the Service to access, or to use the Service in conjunction any other third-party tools to access, Restricted Models, including without limitation by using virtual private networks and proxies; or (b) circumvent safeguards or measures implemented by SageRouter or Model Providers designed to restrict access to Restricted Models. Any breach of this Section 5.7 is considered a material breach subject to immediate suspension and/or termination of your access to the Service by SageRouter.
As between yourself and SageRouter, these Terms govern the parties' rights and obligations with respect to the Service. The applicable Model Terms govern your, your Authorized Users', and your customers' access to and use of the applicable Model to the extent required by the applicable Model Provider. SageRouter does not modify, waive, or limit any Model Terms unless expressly stated in writing.
You will promptly provide any information, certifications, notices, consents, or other materials reasonably requested by SageRouter to confirm or support your compliance with applicable Model Terms. Your failure to provide such information may result in suspension or restriction of access to the applicable Model or the Service.
You may provide input into the Services, which may include images, data, text, and other types of work ("Input") and receive an output from the Services based on your Input ("Output", and collectively, the Input and Output are "User Content"). By making any User Content available through the Service, you hereby grant to SageRouter a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, host, cache, store, reproduce, transmit, publicly display, publicly perform, publish, distribute and modify (for formatting purposes only), your User Content solely in connection with operating and providing the Service and, depending on the permission you grant for certain features, to provide to other users, individuals, and/or organizations. You retain copyright and any other proprietary rights that you may hold in the Input. Your ownership rights in the Output are set forth in the Model Terms for each Model you use. While we strive to keep the Model Terms up to date every time we add or remove each Model from the Service, there may be incorrect or missing terms. If you see any linked terms to Models that are inaccurate, missing or out of date, you may contact us at support@sagerouter.ai. Some Models may store or train on your Inputs for improving their own large language models and may allow you to opt-out of model training, as described in their Model Terms. Where possible, SageRouter has opted out of model training with the Models it uses. SageRouter strives to accurately represent the status of prompt logging and training for each Model on our Site. However, SageRouter is not liable for errors or misrepresentations made in any Model Terms. You are encouraged to review Model Terms yourself as needed.
If you have opted into prompt logging in your account settings, chat logging is also automatically enabled, and you grant SageRouter a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, adapt, translate, and prepare derivative works of, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed, for purposes of providing the Services to you and for our own commercial and business purposes. By way of example only, this license provides SageRouter permission to (1) log and store your User Content, (2) log, copy, store, and distribute your Inputs and associated tokens for purposes of debugging, and (3) license or sell your User Content in anonymized form, where your User Content is not associated with you or your account.
Some features on the Service allow you to make User Content publicly available through hyperlinks or other comparable functionality ("Shared User Content"). You agree that Shared User Content will be accessible by and be available to all individuals to whom you provide access. Consequently, you understand and agree that such users will have the right to view and copy your Shared User Content. You grant SageRouter all rights necessary to make your Shared User Content available to other individuals and to permit those individuals to engage in the activities described in this Section and the documentation with respect to the Shared User Content.
SageRouter uses a hosted model for categorizing Inputs, which does not store or log any Inputs provided to it. In using the Service, you grant to SageRouter a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to use, host, reproduce, and prepare derivative works of, your Inputs in anonymized form, solely for tracking and sharing aggregate usage metrics, on an ongoing basis. Unless explicitly opted in to prompt logging, we do not store your Inputs after categorizing them and do not associate the categorized Inputs with any specific user or organizational accounts.
You are solely responsible for your Inputs and the consequences of providing Inputs. By providing Inputs, you affirm, represent, and warrant that:
We are under no obligation to edit or control Inputs that you or other users post or publish, and will not be in any way responsible or liable for Inputs. SageRouter may, however, at any time and without prior notice, screen, remove, edit, or block any Inputs that in our sole judgment violates these Terms or is otherwise objectionable or illegal. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against SageRouter with respect to the Inputs. We expressly disclaim any and all liability in connection with User Content. If notified by a user, content owner or Model that User Content allegedly does not conform to these Terms, we may investigate the allegation and elect to terminate your access to the Services, in our discretion. For clarity, SageRouter does not permit copyright-infringing activities on the Service.
We strive to accurately provide to the Models the country of your originating request when accessing the Site using APIs. However, due to limitations of currently available technology, it is not always possible to accurately represent your country of origin, and this limitation may affect your ability to use the Service. You understand and agree that SageRouter is not responsible for any incorrect location reporting to the Models.
BY USING THE SERVICE, YOU AGREE NOT TO:
You may terminate your account at any time by contacting customer service at support@sagerouter.ai. If you terminate your account, you remain obligated to pay all outstanding fees, if any, incurred prior to termination relating to your use of the Service. If you violate any provision of these Terms, your permission from us to use the Service will terminate automatically, and any unused Credits will not be refunded.
In addition, SageRouter may in its sole discretion terminate your user account on the Service or suspend or terminate your access to the Service at any time for any reason or no reason, with or without notice. We also reserve the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. We will have no liability whatsoever on account of any change to the Service or any suspension or termination of your access to or use of the Service. Except for SageRouter's termination of your account for violation of these Terms, any Credits remaining in your account upon termination will be refunded to you through your original payment method within thirty (30) days of termination.
Please read the SageRouter Privacy Policy carefully for information relating to our collection, use, storage and disclosure of your personal information on the Site. The SageRouter Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
SageRouter or third parties may distribute products, services, tools, or software functionality that interoperate, integrate, or connect with the Service and your account, that you may access and use in conjunction with the Service (collectively, "Non-SageRouter Services"). Your use or purchase of these Non-SageRouter Services, and any data exchanged in connection with such use, is solely between you and the applicable third-party provider, and governed by the terms of service, end user license agreement, privacy notice, and/or any other terms or policies between you and that third party as disclosed or made available within the Service. SageRouter does not make any representations, warranties, or guarantees regarding Non-SageRouter Services, their providers, their availability or their conformity to your security or compliance requirements. Any support provided by SageRouter does not apply to Non-SageRouter Services. SageRouter is not responsible for any disclosure, modification, or deletion of User Content resulting from access by any Non-SageRouter Services, or other direct or indirect losses, special or consequential damages, or claims arising out of or in connection with Non-SageRouter Services. While the Service may contain features designed to interoperate with Non-SageRouter Services, SageRouter cannot guarantee the continued availability of such features of the Service and may cease providing them without entitling you to any refund, Credits, or other compensation.
For any changes to these Terms that materially modifies your rights or obligations, we will provide you thirty (30) days advance notice via email or an in-product notification. Your continued use of the Service following receipt of notice constitutes your consent to these material changes. All other changes will be effective as soon as we post them to our Site. Please check these Terms periodically for changes. If you do not agree to the changes, you must stop using our Service. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
The Service is owned and operated by SageRouter. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service ("Materials") provided by SageRouter are protected by intellectual property and other laws. All Materials included in the Service are the property of SageRouter or our third-party licensors. Except as expressly authorized by SageRouter, you may not make use of the Materials. SageRouter reserves all rights to the Materials not granted expressly in these Terms.
If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service ("Feedback"), then you hereby grant SageRouter an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
"Confidential Information" means information not generally known to the public that is (i) made available or disclosed by a Disclosing Party (as defined below) to a Receiving Party (as defined below) in writing and (ii) designated by the Disclosing Party in writing as Confidential. Without limiting the foregoing, SageRouter's Confidential Information also includes the non-public aspects of (X) the Service and any related product or future product plans, technology and other technical information and (Y) business negotiations. Notwithstanding anything to the contrary herein, Confidential Information does not include (a) any information that (1) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (2) was known to the Receiving Party before receipt from the Disclosing Party without breach of any obligation (and without a duty of confidentiality) owed to the Disclosing Party as shown by the Receiving Party's contemporaneous records; (3) is lawfully received by the Receiving Party from a third party without breach of any obligation (and without a duty of confidentiality) owed to the Disclosing Party; or (4) was independently developed by the Receiving Party without breach of an obligation owed to the Disclosing Party; or (b) any Feedback.
You or SageRouter (as the "Disclosing Party") may disclose or make available Confidential Information to the other party (as the "Receiving Party") in connection with these Terms. The Receiving Party will use the same degree of care as to the Disclosing Party's Confidential Information that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and will (i) use the Confidential Information of the Disclosing Party only in connection with the Service, and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to the Confidential Information of the Disclosing Party to those of its employees, consultants, contractors, service providers, professional advisors and other individuals who need such access for purposes related to the Service and who are subject to confidentiality obligations with the Receiving Party no less stringent than those in these Terms. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so. The Receiving Party will give the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and take reasonable steps to limit such disclosure. SageRouter may also disclose your Confidential Information to comply with any governmental or regulatory body request (including subpoenas or court orders), as part of a legal proceeding involving SageRouter, or at your request. If disclosure is made at your request, you may be responsible for the costs of compiling and providing access to your Confidential Information.
You are responsible for your use of the Service, and you will defend and indemnify SageRouter and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the "SageRouter Entities") from and against every claim, liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim.
THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE SAGEROUTER ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE SAGEROUTER ENTITIES DO NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. FOR CLARITY, THE SAGEROUTER ENTITIES DO NOT WARRANT THAT THE OUTPUT WILL BE AVAILABLE FOR YOUR INTENDED USE OR SUITABLE FOR A PARTICULAR PURPOSE, INCLUDING WITHOUT LIMITATION ANY REGULATED, HIGH-RISK, SAFETY-CRITICAL, LEGAL, MEDICAL, FINANCIAL, EMPLOYMENT, OR CUSTOMER-FACING USE.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE SAGEROUTER ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU UNDERSTAND AND ACKNOWLEDGE THAT THE SERVICE UTILIZES TECHNOLOGIES WHOSE FUNCTIONALITY, ERROR RATE, AND AVAILABILITY MAY EVOLVE OVER TIME. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE, YOUR DEALING WITH ANY OTHER SERVICE USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING WITHOUT LIMITATION ANY OUTPUT YOU RECEIVE THROUGH THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT. YOU UNDERSTAND AND AGREE THAT SAGEROUTER IS NOT RESPONSIBLE FOR THE ACCURACY OR QUALITY OF ANY OUTPUT YOU RECEIVE THROUGH THE SERVICE. SAGEROUTER TAKES NO RESPONSIBILITY FOR ANY ACTIONS YOU TAKE AS A RESULT OF ANY OUTPUT RECEIVED THROUGH THE SERVICE OR ANY CONSEQUENCES OF THOSE ACTIONS. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING OUTPUTS, IMPLEMENTING APPROPRIATE HUMAN REVIEW AND SAFEGUARDS, AND DETERMINING WHETHER ANY MODEL, MODEL TERMS, INPUT, OUTPUT, OR USE CASE IS APPROPRIATE FOR YOUR BUSINESS, LEGAL, SECURITY, PRIVACY, AND COMPLIANCE REQUIREMENTS. SAGEROUTER MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY MODEL PROVIDER'S DATA HANDLING, RETENTION, TRAINING, SECURITY, AVAILABILITY, OR INTELLECTUAL PROPERTY PRACTICES.
SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
IN NO EVENT WILL THE SAGEROUTER ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY SAGEROUTER ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
EXCEPT AS PROVIDED IN SECTION 18.4(iii), THE AGGREGATE LIABILITY OF THE SAGEROUTER ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO SAGEROUTER FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT(S) OR CIRCUMSTANCES GIVING RISE TO CLAIM; OR (B) $100. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN YOU AND SAGEROUTER UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND SAGEROUTER. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 16 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
These Terms are governed by the laws of the State of Wyoming without regard to conflict of law principles. If a lawsuit or court proceeding is permitted under these Terms, then you and SageRouter agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Sheridan, WY for the purpose of litigating any dispute. We operate the Service from our offices in Wyoming, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
In the interest of resolving disputes between you and SageRouter in the most expedient and cost effective manner, you and SageRouter agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SAGEROUTER ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Despite the provisions of Section 18.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.
Any arbitration between you and SageRouter will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting SageRouter.
A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail ("Notice"). SageRouter's address for Notice is: Sage AI LLC, 30 N Gould St #55688, Sheridan, WY 82801, United States. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or SageRouter may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or SageRouter must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, SageRouter will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by SageRouter in settlement of the dispute prior to the arbitrator's award; or (iii) $1,000.
If you commence arbitration in accordance with these Terms, SageRouter will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Sheridan, WY, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse SageRouter for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.
YOU AND SAGEROUTER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
Further, unless both you and SageRouter agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
If SageRouter makes any future change to this arbitration provision, other than a change to SageRouter's address for Notice, you may reject the change by sending us written notice within 30 days of the change to SageRouter's address for Notice, in which case your account with SageRouter will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected, will survive.
If Section 18.6 is found to be unenforceable or if the entirety of this Section 18 is found to be unenforceable, then the entirety of this Section 18 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 17 will govern any action arising out of or related to these Terms.
These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and SageRouter regarding your use of the Service. Except as expressly permitted above, these Terms may be amended only by a written agreement signed by authorized representatives of all parties to these Terms. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Upon termination of these Terms, Sections 2, 4, 6, and 9 through 20, along with the Privacy Policy and any other accompanying agreements, will survive. Except as expressly set forth in these Terms, no provisions of these Terms are intended nor will be interpreted to provide or create any third-party beneficiary rights or any other rights of any kind in any other party. Model Providers are intended third-party beneficiaries of Sections 5, 6.1, 14, 16, and this Section 19 to the extent such provisions relate to your, Authorized Users', or your customers' access to or use of the applicable Models, compliance with applicable Model Terms, User Content, Inputs, Outputs, usage restrictions, or limitations of liability.
By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
The Service is offered by SageRouter, a product and service of Sage AI LLC, located at 30 N Gould St #55688, Sheridan, WY 82801, United States. You may contact us by sending correspondence to that address or by emailing us at support@sagerouter.ai.