Terms of Service

Effective Date: March 21, 2026

These Terms of Service (“Agreement”) govern Customer's access to and use of SageWay AI, Inc.'s platform, APIs, and services (“Services”). This Agreement is entered into by and between SageWay AI, Inc. (“SageWay”) and the legal entity accepting these Terms (“Customer”).

Enterprise B2B only: The Services are available exclusively to legal entities entering into a commercial agreement with SageWay. Individual or consumer use is not permitted. For contractual inquiries, contact support@sageway.ai.

1. Acceptance & Eligibility

The Services are available only to legal entities duly organized and validly existing under applicable law. The individual accepting these Terms represents and warrants that they have full authority to bind the entity on whose behalf they are acting.

The Services are not available to individuals acting in their personal capacity outside of an enterprise agreement. Consumer use is expressly prohibited.

This Agreement becomes binding when Customer: (a) executes an Order Form referencing these Terms; (b) clicks “I Agree” or equivalent in SageWay's onboarding flow; or (c) accesses or uses the Services following account provisioning.

Order Form Precedence

In the event of a conflict between these Terms and a separately negotiated Master Services Agreement (MSA), Enterprise Agreement, or Order Form executed by both parties, the separately negotiated agreement controls with respect to the specific subject matter of the conflict.

2. License Grant

Subject to Customer's payment of applicable fees and compliance with this Agreement, SageWay grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to access and use the Services during the Subscription Term, solely for Customer's internal business purposes in accordance with the documentation and Order Form.

Authorized Users

Customer may permit employees, contractors, and agents to access the Services under Customer's account, provided each is bound by terms no less protective than this Agreement. Customer is fully responsible for all acts and omissions of its Authorized Users as if they were Customer's own.

License Restrictions

Customer shall NOT, and shall not permit any third party to:

  • Copy, modify, translate, adapt, or create derivative works based on the Services or any component thereof
  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Services
  • Rent, lease, lend, resell, sublicense, assign, or otherwise transfer the Services or any rights therein to any third party
  • Use the Services to build a competing product or service, or to benchmark against a competing product
  • Remove, alter, or obscure any proprietary notices, labels, or marks on or in the Services
  • Access or use the Services beyond the usage limits specified in the applicable Order Form

3. Acceptable Use & Prohibited Uses

Permitted Uses

  • ✓IT Help Desk automation (L1 ticket handling)
  • ✓First-line IT support resolution (password resets, VPN, account unlocks)
  • ✓ITSM platform integration and workflow automation
  • ✓Analytics access and reporting
  • ✓Knowledge base and call flow configuration
  • ✓After-hours and overflow support coverage

Prohibited Uses

  • ✕Violate wiretapping or call recording laws in any jurisdiction
  • ✕Deceive End Users about the automated nature of interactions where disclosure is required by law
  • ✕Facilitate unauthorized system access or credential harvesting
  • ✕Process SSNs, financial account numbers, or payment card data without express security configuration
  • ✕Transmit malware, harmful code, or engaging in denial-of-service attacks
  • ✕Infringe third-party intellectual property rights
  • ✕Interfere with platform infrastructure or degrade service for other Customers

Call Recording Compliance

Customer is solely responsible for complying with all applicable call recording, wiretapping, and telecommunications laws in every jurisdiction where the Services are deployed, including two-party or all-party consent laws (e.g., California, Illinois, Washington, Florida). SageWay provides tools to enable required disclosures; Customer is responsible for proper configuration.

4. Customer Data Ownership

You Own Your Data — Completely

Customer retains all right, title, and interest in and to all data, information, and content uploaded to, processed through, or generated by Customer's use of the Services. This includes voice interactions, transcripts, call logs, IT ticket data, knowledge base content, configuration data, analytics outputs, and any other data submitted by Customer or its End Users (“Customer Data”). Nothing in this Agreement transfers or assigns any ownership interest in Customer Data to SageWay.

Customer represents and warrants that it holds all rights, consents, licenses, and authorizations necessary to: (a) provide Customer Data to SageWay for processing under this Agreement; (b) grant the limited processing license set forth in Section 5; and (c) enable SageWay to process End User personal data on Customer's behalf.

Customer is responsible for obtaining all legally required consents, authorizations, and notices from End Users regarding the use of AI-powered voice assistance and any call recording or transcript features before enabling those features.

5. SageWay's Right to Process Data

Customer grants SageWay a limited, non-exclusive, non-transferable license to access, use, process, and store Customer Data solely to the extent necessary to:

  • (a) Provide, maintain, support, and improve the Services as contracted in the Order Form
  • (b) Prevent or address technical issues, security vulnerabilities, or service outages
  • (c) Comply with applicable law, regulation, or valid legal process
  • (d) Enforce the terms of this Agreement
  • (e) Generate anonymized, aggregated analytics that do not identify Customer, any End User, or any specific interaction

SageWay Expressly SHALL NOT:

  • ✕Use Customer Data to train, fine-tune, benchmark, or evaluate AI or machine learning models without express prior written consent from Customer
  • ✕Sell, rent, license, or disclose Customer Data to any third party except Sub-processors listed in the Privacy Policy
  • ✕Use Customer Data to advertise, market, or solicit Customer's End Users
  • ✕Combine Customer Data with personal data from other Customers or third-party sources
  • ✕Use Customer Data for any purpose beyond subsections (a) through (e) above

6. Confidentiality

“Confidential Information” means any non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Customer Data is Customer's Confidential Information. SageWay's platform technology, pricing, and business terms are SageWay's Confidential Information.

Each party agrees to:

  • Hold Confidential Information in strict confidence using no less than reasonable care (and in any event no less than the care used for its own confidential information of similar sensitivity)
  • Use Confidential Information only to perform obligations or exercise rights under this Agreement
  • Limit disclosure to personnel and contractors with a legitimate need-to-know who are bound by equivalent confidentiality obligations
  • Promptly notify the Discloser upon discovery of any unauthorized disclosure or use of Confidential Information

Exclusions

Obligations do not apply to information that is: (a) publicly known through no fault of the Recipient; (b) rightfully known to Recipient prior to disclosure without restriction; (c) rightfully received from a third party without restriction; (d) independently developed without use of Confidential Information; or (e) required to be disclosed by law or court order, provided the Discloser receives prompt notice where legally permitted.

Duration

General confidentiality obligations survive termination for 5 years. Trade secret obligations survive indefinitely. PHI obligations survive per the applicable BAA.

7. Service Availability & SLA

99.5%

Monthly Uptime

Standard commitment for the core SageWay platform, excluding scheduled maintenance, emergency security patching, force majeure events, and outages caused by Customer configurations or Sub-processor actions. Enterprise Customers may negotiate up to 99.9% SLA via separate addendum.

SLA Remedy

If SageWay fails to meet the monthly uptime commitment in a given calendar month, Customer's sole and exclusive remedy is a service credit equal to a pro-rated portion of the monthly subscription fee for the affected period. Service credits are applied to future invoices and do not entitle Customer to a cash refund.

AI Output Disclaimer

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SAGEWAY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SAGEWAY DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF AI-GENERATED RESPONSES. CUSTOMER IS SOLELY RESPONSIBLE FOR VALIDATING AI OUTPUTS AND IMPLEMENTING APPROPRIATE HUMAN-IN-THE-LOOP CONTROLS FOR HIGH-STAKES OR IRREVERSIBLE IT ACTIONS.

8. Intellectual Property

SageWay IP

SageWay retains all right, title, and interest in the Services, platform software, AI models, voice synthesis integration, algorithms, APIs, user interfaces, documentation, trademarks, and trade secrets. No rights are granted to Customer except as expressly stated in this Agreement.

Customer IP

Customer retains all right, title, and interest in Customer Data, Customer's brand assets, knowledge base content, ITSM configurations, and workflows. No rights are granted to SageWay except the limited processing license set forth in Section 5.

Feedback License

If Customer provides feedback, suggestions, ideas, or improvements relating to the Services (“Feedback”), Customer grants SageWay a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use and incorporate such Feedback without obligation, payment, or restriction. Feedback does not constitute Customer's Confidential Information.

9. Limitation of Liability

Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, LOSS OF DATA, LOSS OF GOODWILL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STATUTE, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Cap on Direct Damages

EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY CUSTOMER TO SAGEWAY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR (B) USD $100,000.

Exceptions to the Cap

The liability cap and exclusion of consequential damages do NOT apply to:

  • Customer's payment obligations under this Agreement
  • Either party's indemnification obligations under Section 10
  • Either party's confidentiality obligations under Section 6
  • SageWay's data security obligations under applicable privacy law
  • Liability arising from gross negligence, willful misconduct, or fraud
  • Liability that cannot be limited or excluded by applicable law

10. Indemnification

SageWay Indemnifies Customer

SageWay will defend, indemnify, and hold harmless Customer from and against third-party claims arising from:

  • ✓SageWay's material breach of this Agreement
  • ✓SageWay's gross negligence or willful misconduct
  • ✓A claim that the Services infringe a third party's U.S. patent, copyright, trademark, or trade secret (excluding Customer-supplied content)
  • ✓A confirmed data breach directly caused by SageWay's failure to meet its security obligations

Customer Indemnifies SageWay

Customer will defend, indemnify, and hold harmless SageWay from and against third-party claims arising from:

  • •Customer's material breach of this Agreement
  • •Customer's prohibited use of the Services
  • •Customer Data (including third-party IP infringement or unlawful processing)
  • •Customer's violation of applicable law in deploying or configuring the Services
  • •Any End User claim arising from Customer's configuration or failure to obtain required consents

Indemnification Procedure

The Indemnified Party must: (a) promptly notify the Indemnifying Party in writing of the claim; (b) grant the Indemnifying Party sole control of the defense and settlement; and (c) provide reasonable cooperation and assistance at Indemnifying Party's expense. The Indemnifying Party may not settle any claim that imposes liability, obligation, or restriction on the Indemnified Party without prior written consent, not to be unreasonably withheld.

11. Governing Law & Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles and excluding the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG). Exclusive jurisdiction and venue for any disputes shall lie in the state and federal courts sitting in Wilmington, Delaware, and both parties consent to personal jurisdiction and venue therein.

1

Good-Faith Resolution

Before commencing any formal proceeding, parties agree to attempt executive-level good-faith resolution for a period of 30 days following written notice of the dispute.

2

Non-Binding Mediation

If good-faith negotiation fails, parties agree to non-binding mediation through JAMS in Delaware before initiating arbitration or litigation.

3

Litigation / Arbitration

If mediation fails to resolve the dispute within 30 days, either party may pursue available legal remedies in the courts specified above.

Emergency Relief: Notwithstanding the above, either party may seek emergency injunctive or equitable relief from a court of competent jurisdiction without following the above steps, and without posting bond, to prevent imminent harm. The parties acknowledge that breach of the Confidentiality or Intellectual Property provisions may cause irreparable harm for which monetary damages would be inadequate.

12. Changes to Terms

SageWay may modify these Terms from time to time to reflect changes in its business, legal requirements, or the Services. The following notice and objection rights apply to material changes:

  • 1SageWay will provide at least 30 days' advance written notice to Customer's designated contact on record and post updated Terms at sageway.ai/legal/terms
  • 2If Customer objects to a material change, Customer may terminate the Agreement effective at the end of the then-current Subscription Term by providing written notice within 30 days of SageWay's change notice
  • 3Continued use of the Services after the effective date of a change constitutes Customer's acceptance of the revised Terms
  • 4Material changes will not apply retroactively to disputes arising before the effective date of the change

Non-material changes (e.g., clarifications, corrections, new features documentation) may be made without advance notice and become effective upon posting.

13. Term & Termination

Subscription Term

Initial term as specified in the Order Form. Automatically renews for successive one-year terms unless either party provides written non-renewal notice at least 60 days prior to the end of the then-current term.

Termination for Cause

Either party may terminate immediately upon written notice if the other: (a) materially breaches this Agreement and fails to cure within 30 days of written notice; or (b) becomes insolvent, files for bankruptcy, or makes a general assignment for the benefit of creditors. SageWay may terminate immediately (without cure period) if Customer engages in Prohibited Use creating a security risk to the platform or other Customers, or fails to pay undisputed amounts within 10 business days of notice.

Effect of Termination

  • All licenses granted hereunder terminate immediately upon the effective termination date
  • Customer must cease all access to and use of the Services
  • SageWay will retain and/or delete Customer Data per the Privacy Policy (Section 10) — 30-day export window available
  • All fees paid prior to termination are non-refundable, except service credits and amounts due under IP indemnification
  • All unpaid fees through the termination date become immediately due and payable

Survival

The following sections survive termination or expiration of this Agreement: Customer Data Ownership (§4), SageWay's Data Processing Restrictions (§5), Confidentiality (§6), Intellectual Property (§8), Limitation of Liability (§9), Indemnification (§10), Governing Law (§11), and the Effect of Termination (§13).

Legal Disclaimer: These Terms of Service are provided for informational and contractual purposes. SageWay recommends that all Customers work with qualified legal counsel before accepting these Terms to ensure alignment with their specific legal obligations and risk tolerance. Questions? Contact support@sageway.ai.