sagebin™ Service Terms Of Use

YOUR USE OF SAGEBIN IS GOVERNED BY THESE TERMS OF USE, THE SAGEBIN PRIVACY POLICY AND ANY SUPPLEMENTAL TERMS AND CONDITIONS PROVIDED TO YOU FOR ANY OF THE PRODUCTS, SERVICES, CONTENT, OR OTHER OFFERINGS MADE AVAILABLE TO YOU BY OR ON BEHALF OF SAGEBIN LLC (“SAGEBIN” OR “we”) IN CONNECTION WITH SAGEBIN, (COLLECTIVELY, THE “SAGEBIN TERMS OF USE”). THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND SAGEBIN. PLEASE READ THESE TERMS CAREFULLY.

Acceptance of Sagebin Terms of Use

To access and use Sagebin or any of the rights associated with Sagebin content in your account with Sagebin (“Sagebin Account”) you must agree to and comply with the Sagebin Terms of Use. By indicating your consent or by accessing or using Sagebin, whether through our website (https://www.sagebin.com) (the “Sagebin Website”), a third-party website, a device, media player, software or other means, you accept and agree to be bound by the Sagebin Terms of Use.

By accepting and agreeing to the Sagebin Terms of Use, you affirm that you are at least eighteen years of age or possess legal parental or guardian consent, and are fully able and competent to enter into and comply with the terms, conditions, obligations, representations and responsibilities set forth in the Sagebin Terms of Use. IF YOU ARE A MEMBER UNDER THE AGE OF EIGHTEEN, PLEASE REVIEW THE SAGEBIN TERMS OF USE, INCLUDING OUR PRIVACY POLICIES, WITH YOUR PARENT OR LEGAL GUARDIAN. IF YOU ARE UNDER THE AGE OF THIRTEEN, YOUR PARENT OR LEGAL GUARDIAN IS REQUIRED TO FIRST BECOME A MEMBER OF THE SAGEBIN ACCOUNT TO WHICH YOU WILL BE ADDED AND THEN TO ACCEPT THE SAGEBIN TERMS OF USE (INCLUDING THE TERMS OF OUR PRIVACY POLICY AND THE CHILDREN’S PRIVACY POLICY INCORPORATED THEREIN) ON YOUR BEHALF IN ORDER FOR YOU TO USE SAGEBIN.

Changes to Sagebin and the Sagebin Terms of Use

Sagebin LLC reserves the right to make changes to Sagebin from time to time, with or without notice to you. Any description of how Sagebin works contained herein should not be considered a representation or obligation with respect to how Sagebin will always work. Sagebin LLC reserves the right, from time to time, at any time, and in its sole discretion, with or without additional notice to you, to change the Sagebin Terms of Use. You should review the Sagebin Terms of Use frequently to understand the terms and conditions that apply to your use of Sagebin. The most current version of the Sagebin Terms of Use can be viewed at any time by visiting the Sagebin Terms of Use page on the Sagebin Website. Such changes shall be effective and binding on you upon the earlier of your acceptance of the updated Sagebin Terms of Use (i) via a “click-through” consent or other industry-standard mechanism, or (ii), except with respect to the section below entitled “Resolving Disputes”, by your continued use of Sagebin after the date the updated Sagebin Terms of Use are presented and available to you by posting on the Sagebin Website. The most current version of the Sagebin Terms of Use will supersede all previous versions. If you do not agree to, or cannot comply with, the updated Sagebin Terms of Use, you must stop using Sagebin.

Jurisdictional Issues

These Sagebin Terms of Use are intended for Sagebin Accounts created and used in the United States of America (“United States”). SAGEBIN LLC does not represent or warrant that Sagebin, your Sagebin Account or any rights with respect to Sagebin content stored in your Sagebin Account are appropriate or available for use, download or streaming in other locations. If you choose to access a United States Sagebin Account from other locations you do so on your own initiative and are responsible for compliance with any and all applicable laws and regulations, including both the laws of the United States and such other locations. If you travel to, or change your Sagebin Account as you may be permitted to, a different country or territory, you may not be able to re-download or stream content that was available to you in your previous country or territory, and if it is available, different terms of use, as well as additional charges, for such content may apply.

Third-Party Sites, Products and Services

In connection with Sagebin you are able to use and interact with third party products and services and to link to or from third party websites (“Third Party Sites, Products and Services”), including retail services, streaming services, media players, applications and devices. SAGEBIN LLC IS NOT RESPONSIBLE FOR THE AVAILABILITY, QUALITY, OR PERFORMANCE OF ANY THIRD PARTY SITES, PRODUCTS OR SERVICES OR ANY INFORMATION OR MATERIALS CONTAINED THEREON. The fact that you may utilize and link to Third Party Sites, Products and Services does not constitute an endorsement, approval or sponsorship thereof by SAGEBIN LLC. SAGEBIN LLC is not responsible or liable, directly or indirectly, for any damage or loss caused by or in connection with your use of or reliance on any Third Party Sites, Products and Services. If you choose to rely on any Third Party Sites, Products and Services, you are doing so at your own risk and you assume all responsibilities and consequences resulting from such choice. You may also be subject to, and are solely responsible for complying with, any additional terms and conditions associated with the use of such Third Party Sites, Products and Services. Any such third party terms and conditions are in addition to the terms and conditions set forth herein and do not in any way modify your obligation to comply with the Sagebin Terms of Use.

Setting up an Sagebin Account

In order to use Sagebin, an Sagebin Account must be created. The Sagebin Account creator must be at least eighteen years old. If you are the creator of an Sagebin Account, you affirm that you are at least eighteen years of age, and are fully able and competent to enter into and comply with the Sagebin Terms of Use. When submitting information through Sagebin, including when setting up an Sagebin Account and when registering Members, you agree to provide only true, accurate, current, and complete information. You also agree to maintain and update the information you provide as required to keep such information accurate and up to date.

Registering Members

Your Sagebin Account may have a total of six authorized Members including yourself (each a “Member”). Each Member must be a natural person and will be assigned an access level by the person adding that Member. You can learn more about the rights and limitations of each available access level at the time you are asked to assign member permissions or by logging into your Sagebin Account at www.sagebin.com and reviewing the information in the “Help and FAQ” link.

IT IS YOUR RESPONSIBILITY TO MAKE SURE THAT ALL MEMBERS OF YOUR SAGEBIN ACCOUNT ARE INDIVIDUALS WHOM YOU TRUST AND WITH WHOM YOU ARE COMFORTABLE SHARING PERSONAL INFORMATION (AS DEFINED IN AND IN THE MANNER SET FORTH IN THE SAGEBIN PRIVACY POLICY) AND THE SAGEBIN RIGHTS PLACED IN THE SAGEBIN ACCOUNT. ONCE REGISTERED, EACH MEMBER WILL, SUBJECT TO PARENTAL CONTROL SETTINGS, HAVE ACCESS TO AND HAVE THE ABILITY TO USE ALL OF THE SAGEBIN RIGHTS STORED IN THE SAGEBIN ACCOUNT, REGARDLESS OF WHICH MEMBER OBTAINED THOSE RIGHTS ORIGINALLY. ADDITIONALLY, DEPENDING ON THE ACCESS LEVEL OF A MEMBER, THAT MEMBER MAY HAVE THE ABILITY TO ADD AND REMOVE MEMBERS (INCLUDING THE PERSON ORIGINALLY CREATING THE SAGEBIN ACCOUNT), ADD AND REMOVE DEVICES, CHANGE MEMBERS’ PASSWORDS, CHANGE MEMBERS’ PROFILES AND ACCESS LEVELS, AND TERMINATE THE SAGEBIN ACCOUNT. IF YOU ARE REMOVED FROM AN SAGEBIN ACCOUNT YOU WILL LOSE THE RIGHT TO ACCESS THE SAGEBIN CONTENT IN THAT SAGEBIN ACCOUNT (INCLUDING ANY SAGEBIN CONTENT THAT YOU ORIGINALLY OBTAINED THE RIGHTS TO).

Parental Controls

Sagebin is not intended for use by children without the involvement and supervision of a parent or legal guardian. If a Sagebin Device or streaming service does not provide parental control settings, and parental control settings are important to you, you should not use such Sagebin Device or streaming service.

BECAUSE A SAGEBIN ACCOUNT MAY CONTAIN RIGHTS TO EXPLICIT, VIOLENT OR ADULT CONTENT, PARENTAL DISCRETION AND UTILIZATION OF SAGEBIN’S PARENTAL CONTROL FUNCTIONALITY AS WELL AS THE PARENTAL CONTROLS AVAILABLE ON YOUR SAGEBIN DEVICES AND THROUGH YOUR STREAMING SERVICES IS ADVISED FOR ALL MEMBERS UNDER THE AGE OF EIGHTEEN.

Confidentiality and Passwords

Maintaining the confidentiality and security of your Sagebin Account is the responsibility of you and the other Members of your Sagebin Account. Each Member will have his or her own password, and each Member’s user name/password combination will grant access to your Sagebin Account. You should select a password that is difficult to guess and not reveal your password to anyone else. BECAUSE A MEMBER MAY HAVE THE ABILITY TO MODIFY YOUR PASSWORD AND DELETE YOUR MEMBERSHIP IN YOUR SAGEBIN ACCOUNT, BE CERTAIN THAT YOU ONLY SHARE AN SAGEBIN ACCOUNT WITH INDIVIDUALS YOU TRUST. In the event of any breach of security, including unauthorized access or use of your Sagebin Account, immediately notify SAGEBIN LLC at contact@sagebin.com.

Privacy Policy

Sagebin’s policies with respect to the collection, use and sharing of information are set forth in the Sagebin Privacy Policy, and, with respect to children under thirteen, also the Sagebin Children’s Privacy Policy, both of which are incorporated herein by reference for all purposes. Please review our privacy policies, and if you are under the age of eighteen, review our privacy policies with your parent or legal guardian, to understand our practices. By accepting the Sagebin Terms of Use you are consenting to the Sagebin Privacy Policy and Sagebin Children’s Privacy Policy.

Viewing Sagebin Content

Once you or another Member obtains rights to Sagebin content from an Sagebin retailer, you may view that content on Sagebin Devices registered to your Sagebin Account and via authorized streaming services. You are aware and understand that by using Sagebin, you may have access to Sagebin content that may be deemed offensive, objectionable, unpleasant, or in the event, and that such Sagebin content may not be identified as such. You agree to use Sagebin at your sole risk and that SAGEBIN LLC will have no liability to you for your exposure to such content. If you are under 18 years of age or if parental controls are set with respect to your use, you understand that certain Sagebin content may not be available for download or streaming by you even if there are rights associated with such Sagebin content in your Sagebin Account.

Streaming Sagebin Content

Your Sagebin Account is authorized to receive a total of one stream of Sagebin content simultaneously. The Sagebin content that is available for streaming and the devices to which it may be streamed will vary depending on which authorized streaming services you elect to use in connection with your Sagebin Account. Depending on the type of streaming service you and the other Members of your Sagebin Account elect to connect to, such streaming service may be available for use by all Members of your Sagebin Account and without the need to separately log into your Sagebin Account, or the streaming service may only be available to a particular Member after that Member logs in to his or her Sagebin Account. Each streaming service supports its own devices so you will need to check with your streaming service provider to determine the devices to which you are authorized to stream Sagebin content. In connection with your use of streaming services you may be required to comply with additional terms and conditions of such third party service.

System Requirements and Administrative Access

Use of Sagebin requires Internet access and at least one Sagebin Device or device supported by a Streaming Service, and may require certain software and the obtaining of updates or upgrades thereto from time to time. You are responsible for any fees associated therewith. Because use of Sagebin involves hardware, software, and Internet access, your ability to use Sagebin may be affected by the performance of these factors as well as by changes in these technologies over time. High-speed Internet access is strongly recommended. In addition, all Sagebin Devices may not support all of the features and functionality available for Sagebin. For example, to view high definition Sagebin content you will need a high-definition compatible Sagebin Device. You acknowledge and agree that such system requirements, which may be revised from time to time, are your responsibility. You further acknowledge and agree that SAGEBIN LLC is not responsible for failure in proper configuration or limitations of your Sagebin Devices. Sagebin is independent of such other products, services and offerings, and the purchase or obtaining of any such product, service or offering does not guarantee your access to the full features and functionality of Sagebin. In connection with the operation of Sagebin, SAGEBIN LLC will have administrative access to your Sagebin Account to provide customer service, maintenance and support, investigate complaints, and/or fix errors but shall not be obliged to do so at your request or otherwise.

Termination, Removal and Suspension of a Member or Sagebin Account

If for any reason you no longer wish to use Sagebin, you may remove yourself as a Member or, if your access level allows, terminate your entire Sagebin Account. Terminating your Sagebin Account will terminate access to that account and the Sagebin rights associated with it for all Members of your Sagebin Account. We will use efforts to retain your Sagebin Account information for ninety days after termination in case your termination was in error, however, we have no obligation to retain any of your Sagebin Account information and any such information, including any rights in your Sagebin Account, might not be restored. In sharing your Sagebin Account you are consenting to the termination of your Sagebin Account and your rights with respect thereto by any Member whose access level provides such account administration rights. If you elect to terminate your Sagebin Account or another Member, you are solely responsible for notifying the affected Members prior to such termination. SAGEBIN LLC assumes no liability for any failure by a Member to notify the other Members of an Sagebin Account prior to deletion of a Member or such Sagebin Account. If you wish to retain copies of the Sagebin content in your Sagebin Account prior to termination, you must download the corresponding content to an Sagebin Device or, if you obtained the rights to do so, obtain the content in a form of physical media, such as a DVD, prior to termination, in each case only as authorized by SAGEBIN LLC and the retailer from whom the rights to such Sagebin content were obtained and in accordance with SAGEBIN LLC’s requirements and subject to any third party requirements.

You agree that SAGEBIN LLC may, in its sole discretion and without notice to you or liability, restrict, suspend, or terminate your access to part or all of Sagebin if SAGEBIN LLC believes you or a Member of your Sagebin Account are using or have used Sagebin in violation of the Sagebin Terms of Use or applicable law or regulations or in any manner other than for its intended purpose and in accordance with all other guidelines and requirements applicable thereto. Without limiting the foregoing, SAGEBIN LLC may restrict or suspend your access to your Sagebin Account upon reasonable notice to you, which may be communicated electronically, for cause, which includes but is not limited to (i) requests from law enforcement or other government authorities, (ii) unexpected technical issues or problems, or (iii) if SAGEBIN LLC reasonably believes that your Sagebin Account has been created fraudulently, your Sagebin Account has been accessed fraudulently, or a Member of your Sagebin Account has otherwise committed fraud or is using your Sagebin Account other than for its intended purpose and in accordance with all of the requirements applicable thereto. We also reserve the right, after notice to you, to terminate any Sagebin Account that remains inactive for one year. In addition, you understand that SAGEBIN LLC may modify or cease providing Sagebin or any portion of Sagebin at any time without notice. You agree that SAGEBIN LLC will not be liable to you or to any third party for any such restriction, suspension, or termination of your access to your Sagebin Account or rights to any Sagebin content.

ON TERMINATION OF YOUR SAGEBIN ACCOUNT, WHETHER TERMINATED BY YOU OR BY SAGEBIN LLC, YOU WILL LOSE ALL RIGHTS TO ACCESS THE SAGEBIN CONTENT IN YOUR SAGEBIN ACCOUNT UNLESS YOU HAVE (A) DOWNLOADED THE CORRESPONDING SAGEBIN CONTENT TO AN SAGEBIN DEVICE, OR (B) IF YOU OBTAINED THE RIGHTS TO DO SO, OBTAINED THE SAGEBIN CONTENT IN A FORM OF PHYSICAL MEDIA, SUCH AS A DVD, IN EACH CASE ONLY AS AUTHORIZED BY SAGEBIN LLC AND THE RETAILER FROM WHOM THE RIGHTS TO SUCH SAGEBIN CONTENT WERE OBTAINED AND IN ACCORDANCE WITH SAGEBIN LLC’S REQUIREMENTS AND SUBJECT TO ANY THIRD PARTY REQUIREMENTS.

Conduct In Connection with Sagebin

In addition to any other requirements associated with the use of Sagebin, you may not and agree not to:

share your password with anyone, or obtain or attempt to gain unauthorized access to Sagebin Accounts to which you are not a Member, or obtain or attempt to gain unauthorized access to Sagebin content to which you do not have permission or authority to access;

alter, edit, delete, obscure, otherwise change the meaning or appearance of, enclose, repurpose, redistribute, republish or publicly perform any of the Sagebin content, including by linking to, hosting, embedding, streaming, framing and/or using any other means;

engage in spidering, screen scraping, database scraping, harvesting of email addresses or other personal information, or any other automatic or unauthorized means of accessing, logging in or registering for Sagebin, or obtaining lists of Members or other information from or through Sagebin, including, without limitation, any information residing on any server or database connected to Sagebin;

use Sagebin in any manner that could interrupt, damage, disable, degrade, overburden or impair Sagebin or interfere with any other Member’s use and enjoyment of Sagebin;

circumvent, reverse engineer, decrypt, or otherwise alter or interfere (or attempt, encourage or support anyone else’s attempt to do any of the foregoing) with any part or portion of Sagebin, including without limitation, any security aspects or content protection of Sagebin content;

upload, post, link to, transmit, distribute or otherwise publish to, on or through Sagebin, any information, content, or materials that are false, fraudulent, misleading, unlawful, threatening, abusive, harassing, hateful, racially, ethnically, or otherwise objectionable, libelous, defamatory, obscene, vulgar, offensive, incendiary, pornographic, profane, sexually explicit or in the event, or which causes annoyance, inconvenience or needless anxiety, is in breach of confidence, in breach of any intellectual property rights or otherwise is in breach of or violates any applicable law or regulation, including, without limitation, any material which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law or regulation;

impersonate or misrepresent yourself or your connection to any other entity or person;

upload, post, link to, transmit, distribute or otherwise publish any information or material which constitutes or contains a virus, spyware, or other harmful component, or which contains any embedded links, advertising, chain letters or pyramid schemes of any kind;

post or otherwise distribute untruthful or incorrect information that may mislead others with respect to certain functions or features of the service;

post links to websites or materials that could harm others’ computers or would allow others to inappropriately access software or websites or would violate the Sagebin Terms of Use;

use Sagebin to harvest information about Members for the purpose of sending, or to facilitate or encourage the sending of, unsolicited bulk mail or other communications;

resell or redistribute the service, or to assign or transfer your Member account, or any part of Sagebin, to anyone else either permanently or temporarily;

use Sagebin for any commercial purpose;

publish, distribute or disseminate any topic, name, material, file or information that incites discrimination, hate or violence towards one person or a group because of their race, religion, nationality, transgender status, homosexual status or HIV/AIDS status, or that insults the victims of crimes against humanity by contesting the existence of those crimes; or use Sagebin, in whole or in part, in violation of any applicable law or regulation.

IF YOU VIOLATE OR CIRCUMVENT, OR ATTEMPT TO VIOLATE OR CIRCUMVENT, ANY SECURITY, CONTENT PROTECTION OR OTHER TECHNOLOGY OR ANY APPLICABLE LAWS, REGULATIONS OR REQUIREMENTS ASSOCIATED WITH USE OF SAGEBIN, YOU MAY BE SUBJECT TO CIVIL AND/OR CRIMINAL LIABILITY.

Intellectual Property Matters

As between you and SAGEBIN LLC, other than the rights you have obtained with respect to Sagebin content, SAGEBIN LLC owns, solely and exclusively, all rights, title and interest in and to Sagebin and all of the content, software, code, data and other materials thereon, and the look-and-feel, design and organization of any aspect thereof, including any copyrights, trademark rights, patent rights and other intellectual property and proprietary rights therein (collectively, the “Sagebin Service Material”). Your use of Sagebin does not grant to you ownership or title of, in or to any Sagebin Service Material, Sagebin content or any other part of Sagebin. Sagebin, the Sagebin Service Material and the Sagebin content are for your personal and non-commercial use only. You may not reproduce, distribute, copy, perform, display, modify, create derivative works from, or offer for sale any information contained on or obtained from or through Sagebin or the Sagebin Service Material, without the express written consent of SAGEBIN LLC. In particular, you are not permitted to republish any part of Sagebin on another website, in any other medium (print, electronic or otherwise) or as part of any commercial service without SAGEBIN LLC’s prior written permission. The creation and use of a Sagebin Account, Member or display name in connection with Sagebin does not grant you any intellectual property or other rights therein. SAGEBIN LLC reserves all rights in all Sagebin Account, Member and display names and may require Sagebin Account, Member or display names to be changed.

The trademarks, trade names, domain names, service marks, logos and other distinctive brand features associated with Sagebin are proprietary to SAGEBIN LLC and other third parties. Nothing contained in or provided through Sagebin should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademarks, trade names, domain names, service marks, logos or other distinctive brand features without SAGEBIN LLC’s written permission or that of the third-party rights holder.

Communications

From time to time we may need to get in touch with you regarding Sagebin and your use thereof. You consent to receive communications from SAGEBIN LLC electronically. You agree that all disclosures, notices, agreements, and other communications you receive from SAGEBIN LLC electronically satisfy any legal requirement for such communications to be in writing. SAGEBIN LLC does not accept any liability or responsibility for emails or other electronic communications that are filtered, intercepted, garbled, lost, or not received.

Submissions.

You may have an opportunity to submit comments to SAGEBIN LLC or post information and materials on the Sagebin Website. Any information, ideas or materials you elect to send or post, directly or indirectly by email, or in any other way (“Submissions”) will be deemed not to be confidential or secret, to have been deliberately and voluntarily made public by you and may be used by SAGEBIN LLC and its designees at SAGEBIN LLC’s sole discretion in any manner. Furthermore:

you grant SAGEBIN LLC a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferrable, assignable and sub-licensable right and license to use, reproduce, modify, translate, edit, distribute, create derivative works from, publish, perform, display, translate, syndicate, sub-license and transmit the whole or any part of your Submissions (including without limitation any of the information, details, ideas, concepts and/or formats and all intellectual property rights contained within it) in any manner and in any format, media and/or technology now know or later developed (including, without limitation, archiving and making such material available on Sagebin);

you represent and warrant that the Submissions are original to you, that no other party has any rights thereto and to the extent permissible by law, you waive all moral rights subsisting in your Submissions anywhere in the world;

you agree that publication of your Submissions by us will be at our sole discretion and we reserve the right (but not the obligation) to edit or otherwise amend such materials prior to publication, and you accept that we are under no obligation to publish your Submissions if we in our sole discretion decide not to;

you agree that we may (at our sole discretion) disclose your identity to any third party who is claiming that any Submissions sent by you are defamatory, in breach of confidence, in breach of any intellectual property right (including, without limitation, copyright), or otherwise in breach of or violate any applicable law, regulation or code of practice;

you warrant that your Submissions are not obscene, threatening, menacing, offensive, defamatory, abusive, likely to cause annoyance, inconvenience or needless anxiety, in breach of confidence, in breach of any intellectual property right (including, without limitation, copyright) or otherwise in breach of or violate any applicable law, regulation or code of practice and understand that SAGEBIN LLC reserves the right at all times to edit, refuse to post or to remove any Submissions.

SAGEBIN LLC DOES NOT ENDORSE, SUPPORT, SANCTION, ENCOURAGE OR AGREE WITH ANY SUBMISSIONS, OR ANY OPINION, RECOMMENDATION, CONTENT, LINK, DATA OR ADVICE EXPRESSED OR IMPLIED THEREIN, AND SAGEBIN LLC EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH SUBMISSIONS AND ANY OTHER CONTENT, MATERIALS OR INFORMATION AVAILABLE ON OR THROUGH SAGEBIN CREATED OR PROVIDED BY MEMBERS OR OTHER THIRD PARTIES. SAGEBIN LLC HAS NO RESPONSIBILITY TO MAINTAIN ANY SUBMISSION AND MAY DELETE OR DESTROY ANY SUBMISSION AT ANY TIME.

Right to Monitor and Editorial Control

Although initially Sagebin does not permit individuals to post any information or materials, SAGEBIN LLC reserves the right (but does not have nor assume any obligation) to monitor and/or review all information and materials submitted to or through Sagebin if and when such functionality is enabled; however, it is SAGEBIN LLC’s policy not to monitor such materials.

DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

SAGEBIN, INCLUDING, WITHOUT LIMITATION, ANY AND ALL CONTENT, FUNCTIONS, USER INTERFACES, AND MATERIALS THEREOF OR OTHERWISE AVAILABLE ON OR THROUGH SAGEBIN, ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WITHOUT ANY PROMISES OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, (a) ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, (b) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, CORRECTNESS, PRECISION, THOROUGHNESS, COMPLETENESS OR CONTENT OF INFORMATION, (c) ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (d) THAT SAGEBIN OR ANY SAGEBIN SERVICE MATERIAL WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE, (e) THAT DEFECTS WILL BE CORRECTED IN A TIMELY MANNER OR AT ALL, (f) THAT ANY OF THE FEATURES OR FUNCTIONALITY ASSOCIATED WITH SAGEBIN WILL BE AVAILABLE AT ANY GIVEN TIME OR FOR ANY DURATION, (g) THAT SAGEBIN, IN WHOLE OR IN PART, WILL MEET MEMBERS’ REQUIREMENTS, (h) THAT ANY PARTICULAR THIRD PARTY SITES, PRODUCTS AND SERVICES WILL WORK WITH SAGEBIN OR (i) THAT YOUR USE OF SAGEBIN WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION. SAGEBIN LLC, ITS AFFILIATES, MEMBERS, CONTRACTORS, LICENSORS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES (COLLECTIVELY, THE “SAGEBIN LLC ENTITIES”) HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

THE SAGEBIN LLC ENTITIES ALSO ASSUME NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT, SAGEBIN DEVICE OR OTHER PROPERTY AS A RESULT OF YOUR ACCESS TO OR USE OF SAGEBIN OR YOUR DOWNLOADING, STREAMING, OR UPLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM OR TO SAGEBIN. YOUR ACCESS TO AND USE OF SAGEBIN IS AT YOUR SOLE RISK. IF YOU ARE DISSATISFIED WITH SAGEBIN, YOU SHOULD DISCONTINUE USING SAGEBIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY SAGEBIN LLC ENTITY BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, SAGEBIN OR ANY FEATURES OR FUNCTIONALITY THEREOF, OR ANY SAGEBIN CONTENT OR ANY THIRD PARTY SITES, PRODUCTS AND SERVICES EVEN IF SUCH SAGEBIN LLC ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS MAY NOT ALLOW OR MAY RESTRICT THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF ACTIONS AND/OR DAMAGES, SO IN SUCH JURISDICTIONS, LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL THE SAGEBIN LLC ENTITIES BE RESPONSIBLE OR LIABLE FOR OR IN CONNECTION WITH ANY DISPUTE BETWEEN OR AMONGST MEMBERS AND/OR WITH THIRD PARTIES FROM WHOM SAGEBIN CONTENT IS ACQUIRED OR CONSUMED, OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY MEMBER OR OTHER PERSON ON OR THROUGH SAGEBIN. YOU UNDERSTAND AND AGREE THAT (I) THE MUTUAL AGREEMENTS MADE IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK GIVEN THAT SAGEBIN IS FREE TO MEMBERS, AND (II) SAGEBIN LLC WOULD NOT HAVE ALLOWED YOU ACCESS TO SAGEBIN OR TO BECOME A MEMBER WITHOUT THESE LIMITATIONS ON LIABILITY. NOTHING IN THE SAGEBIN TERMS OF USE SHALL ACT TO EXCLUDE OR LIMIT LIABILITY FOR DEATH OR PERSONAL INJURY (WHERE SUCH LIABILITY CANNOT BE EXCLUDED OR LIMITED AS A MATTER OF APPLICABLE LAW) OR OTHER TYPES OF LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED AS A MATTER OF APPLICABLE LAW

Indemnification

You agree to defend, indemnify and hold SAGEBIN LLC, its affiliates, members, contractors and licensors and each of their respective officers, directors, employees, agents and representatives harmless from and against any and all claims, liabilities, suits, losses, damages, costs and expenses, including reasonable attorneys’ fees, arising in any way from (i) your use of Sagebin, (ii) your Submissions, in whole or in part, (iii) your failure to comply with any applicable laws or regulations, or (iv) your breach or violation of the Sagebin Terms of Use. SAGEBIN LLC reserves the right, at SAGEBIN LLC’s own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and in such case, you agree to cooperate in full at your own expense with any such defense.

Third Parties

SAGEBIN LLC may exercise any of its rights hereunder and/or perform any of its obligations directly or through third parties. Any rights granted to SAGEBIN LLC, including any releases from or limitations on liability, extend equally to third parties acting on SAGEBIN LLC’s behalf.

On Copyright Infringement

SAGEBIN LLC respects the intellectual property rights of others, and requires that the individuals who use Sagebin do the same.

SAGEBIN HOLDS EACH AUTHENTIC MEDIA FOR ITS CLIENTS. THE MEDIA IS REPLACED WITH ONLINE ACCESS TO THE MEDIA THEREIN; THE CLIENT, THROUGH SAGEBIN, HAS ACCESS TO ONLY WHAT IS IN THE PHYSICAL MEDIA, ALTHOUGH NOW HELD DIGITALLY. ONLY THE CLIENT, OR A MAXIMUM OF 20 FRIENDS DETERMINED FROM CONTACTS ON A MOBILE DEVICE OR SOCIAL MEDIA MAY BE ADDED WITHIN A “FRIEND” NETWORK. IF CONTENT IS LOANED OUT, THE OWNER WILL NOT HAVE ACCESS TO THE CONTENT UNTIL THE OWNER “REVOKES” ACCESS.

USERS CANNOT DOWNLOAD CONTENT; USERS CANNOT COPY CONTENT; USERS CANNOT RIP CONTENT TO VARIOUS VERSIONS OF THEIR DEVICES. CONTENT IS GENERATED A UNIQUE SERIAL NUMBER THAT IS DIRECTLY LINKED TO THE CONTENT AND ITS OWNER.

CLIENTS CANNOT SEARCH CONTENT OUTSIDE OF THEIR “FRIENDS” FILMS. IN OTHER WORDS, CLIENTS CANNOT BE FRIENDS THROUGH PUBLIC SEARCH OF FILMS. ALL SEARCHES OF CONTENT IS DONE PRIVATELY AFTER BEING “FRIENDED.”

SAGEBIN KEEPS CONTENT SECURE; KEEPS FROM COPIES BEING MADE BY OWNERS OF MEDIA; SAGEBIN ALLOWS MANY PLATFORMS TO BE UTILIZED HASSLE-FREE; AND KEEPS COSTUMERS PURCHASING PHYSICAL MEDIA.

Resolving Disputes

PLEASE READ THE PROVISIONS OF THIS SECTION CAREFULLY. IT PROVIDES THAT ANY DISPUTE MAY BE RESOLVED BY BINDING ARBITRATION. BY AGREEING TO ARBITRATION, YOU ARE HEREBY WAIVING THE RIGHT TO GO TO COURT, INCLUDING THE RIGHT TO A JURY TRIAL. IN ARBITRATION, A DISPUTE IS RESOLVED BY AN ARBITRATOR, OR A PANEL OF ARBITRATORS, INSTEAD OF A JUDGE OR JURY. YOU UNDERSTAND THAT YOU WOULD HAVE HAD A RIGHT OR OPPORTUNITY TO LITIGATE DISPUTES THROUGH A COURT AND TO HAVE A JUDGE OR JURY DECIDE YOUR CASE, BUT YOU CHOOSE (BY YOUR ACCEPTANCE OF THE SAGEBIN TERMS OF USE AND/OR YOUR ACCESS OR USE OF SAGEBIN OR THE SAGEBIN WEBSITE) TO HAVE ANY DISPUTES RESOLVED THROUGH ARBITRATION.

Governing Law

As of now, Sagebin LLC avails its services to customers only within the state of Utah.

These Terms of Use shall be governed by and construed in accordance with the laws of the state of Utah, U.S.A. without regard to conflict of laws provisions. If any provision or provisions of these terms shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and shall remain in full force and effect.

Small Claims: Instead of proceeding to arbitration, you have the option to pursue a Claim in small claims court (or the equivalent) so long as (1) the Claim remains in that court, and (2) is made solely on your behalf. However, if that Claim is transferred or appealed to a different court, we reserve our right to elect arbitration.

Statute of Limitations. YOU AGREE THAT REGARDLESS OF ANY LAW OR REGULATION TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF SAGEBIN OR THE SAGEBIN TERMS OF USE MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

Entire Agreement; Interpretation. The Sagebin Terms of Use (including all policies and documents incorporated herein by reference) represents the entire agreement between you and SAGEBIN LLC and supersedes any proposal, or prior or contemporaneous, agreement, oral or written, and any other communications relating to the subject matter of this agreement. The invalidity or unenforceability of any particular provision of the Sagebin Terms of Use does not affect the other provisions hereof, and the Sagebin Terms of Use will be construed in all respects as if such invalid or unenforceable provision has been omitted. Except as otherwise expressly set forth in the Sagebin Terms of Use, no remedy referred to in the Sagebin Terms of Use is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to herein or otherwise available at law, in equity or otherwise. SAGEBIN LLC’s failure to exercise or enforce any right or provision of the Sagebin Terms of Use shall not constitute a waiver of such right or provision. Unless otherwise stated, the singular includes the plural and vice versa, reference to a person includes a legal person (such as a limited liability company) as well as a natural person (an “individual”) and the words “include”, “including”, “in particular”, “for example” or similar shall be construed as illustrative and without limitation. Descriptive headings are for the convenience of the reader, and shall not be used to add to or limit the meaning of relevant terms and conditions.

Last Updated: May 11, 2016