Terms of Service

These Terms of Service (these “Terms”) are a contract between Grand Adventures LLC, an Arizona limited liability company, doing business as Sagecraft (“Sagecraft,” “we,” “us,” or “our”), and the organization that accepts them (“Customer” or “you”). They govern your use of the Sage Studio platform at app.sagecraft.net and our website at sagecraft.net.

Please read Section 7 (AI Features), Section 10 (Term, Renewal, and Cancellation), Section 15 (Limitation of Liability), and Section 17 (Disputes) carefully. They affect your rights.

1. Accepting These Terms

1.1 How you accept. You accept these Terms by checking a box or clicking a button that says you agree, by signing an Order Form that references them, or by using Sage Studio.

1.2 Business use only. Sage Studio is for business use. It is not offered to consumers for personal, family, or household purposes. If you accept these Terms on behalf of an organization, you confirm that you are at least 18 years old and have authority to bind that organization, and “you” and “Customer” mean that organization. If you do not have that authority, do not accept these Terms or use Sage Studio.

1.3 Website visitors. If you only browse sagecraft.net, Sections 5, 12, 14, 15, 17, and 19 apply to your use of the website.

1.4 Other documents that form part of the agreement. The following documents are part of these Terms: (a) any Order Form; (b) our Data Processing Addendum at sagecraft.net/dpa (the “DPA”), which applies when we process personal data in Customer Content; and (c) our Privacy Policy at sagecraft.net/privacy, which explains how we handle personal information as a controller.

1.5 Order of precedence. If these documents conflict, this order controls: (a) a written agreement signed by both parties that expressly overrides these Terms, such as a Master Services Agreement; (b) an Order Form, for the subscription it covers; (c) the DPA, for the processing of personal data; and (d) these Terms. Consulting, advisory, and AI build services are governed by a separate signed agreement and statement of work, not by these Terms.

2. Definitions

2.1 AI Provider. A third party that operates an artificial intelligence model or model API, such as Anthropic, OpenAI, or Google.

2.2 Authorized User. An individual whom you allow to access Sage Studio under your account, such as your employee or contractor.

2.3 Customer Content. All content, data, and materials that you or your Authorized Users upload to or create in Sage Studio, or that Sage Studio retrieves from an Integration, including Output.

2.4 Derived Signals. De-identified, aggregated measurements generated from use of Sage Studio, such as edit and acceptance rates, change type and impact scores, token cost, and quality scores. Derived Signals never include the text of Customer Content, code, names, or other information that identifies you, your Authorized Users, or any individual.

2.5 Fees. The amounts payable for Sage Studio, as stated in an Order Form or invoice.

2.6 Integration. A connection that you or an Authorized User set up between Sage Studio and another service or source, such as GitHub, Microsoft 365, or a website that Sage Studio crawls at your direction.

2.7 Order Form. An ordering document, quote, or online checkout that references these Terms and states the plan, Fees, Subscription Term, and any usage limits.

2.8 Output. Content that Sage Studio generates for you using AI Features.

2.9 Services. Sage Studio and any related support, onboarding, and documentation we provide under these Terms. The Services do not include the website, which these Terms address separately, or consulting, advisory, and AI build services (Section 1.5).

2.10 Subscription Term. The period during which you have paid access to Sage Studio, as stated in your Order Form, including each renewal period.

2.11 Usage Data. Technical and usage information about how Sage Studio is accessed and used, such as feature use, performance, error logs, and AI token consumption.

3. Accounts

3.1 Your account. You must give us accurate, complete information when you create an account and keep it current. Authorized Users sign in through Microsoft Entra ID or another method we offer.

3.2 Authorized Users. You may let Authorized Users use Sage Studio up to any limits in your plan. You are responsible for your Authorized Users’ compliance with these Terms and for everything that happens under your account.

3.3 Security. Keep login credentials confidential, and do not share an individual login among several people. Notify us at hello@sagecraft.net promptly if you learn of unauthorized use of your account.

4. Using Sage Studio

4.1 Right to use. Subject to these Terms and payment of Fees, we grant you a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term for you and your Authorized Users to access and use Sage Studio for your internal business purposes.

4.2 Changes to Sage Studio. We regularly update Sage Studio and may add, change, or remove features. We will not materially reduce the core functionality of your paid plan during a Subscription Term you have already paid for. If we do, you may cancel and receive a prorated refund under Section 10.4.

4.3 Beta features. We may offer features labeled beta, preview, or early access. They are provided as is, may change or be withdrawn at any time, and are excluded from any commitment in these Terms.

4.4 Support. We provide reasonable email support at hello@sagecraft.net during our normal business hours, Arizona time. Any additional support or service levels must be stated in an Order Form.

4.5 Free trials. If we offer a free trial, it lasts for the period we state when you sign up. At the end of the trial, your access ends unless you buy a paid plan. Trial accounts are provided as is, and we may delete trial Customer Content 30 days after the trial ends.

5. Acceptable Use

You will not, and will not allow anyone else to:

(a) use the Services in violation of any law, or to infringe or misappropriate anyone’s intellectual property, privacy, or other rights;

(b) upload or connect content you do not have the right to use, including code, documents, or websites you do not own or are not authorized to share or crawl;

(c) submit sensitive personal information, such as health, biometric, or financial account information, government identification numbers, or information about children under 18;

(d) upload malware, or interfere with or disrupt the Services or the systems of Sagecraft, AI Providers, or other customers;

(e) attempt to gain unauthorized access to the Services or any account, or probe, scan, or test the Services’ security without our written permission;

(f) copy, modify, reverse engineer, decompile, or attempt to extract the source code, prompts, model instructions, or algorithms of the Services, except as law expressly permits;

(g) scrape the Services or website, or use them to build or train a competing product or AI model;

(h) resell, sublicense, or provide the Services to third parties, except as part of your own content offered to your own customers;

(i) circumvent usage limits, access controls, or Fees;

(j) use the AI Features in violation of the usage policies of the AI Providers that power them, or to generate unlawful, deceptive, defamatory, or harmful content; or

(k) use the Services for any purpose where failure or inaccuracy could lead to death, personal injury, or serious physical or environmental damage.

6. Customer Content and Integrations

6.1 You own Customer Content. As between you and Sagecraft, you own Customer Content. We do not claim ownership of it.

6.2 License to us. You grant Sagecraft a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, and display Customer Content as needed to provide, secure, and support the Services, and as permitted by Section 8. This license ends when the Customer Content is deleted under Section 11.4, except for copies in backups that are deleted in the ordinary course.

6.3 Your responsibilities. You are responsible for Customer Content and for having all rights, permissions, and notices needed for us to process it under these Terms, including any personal information it contains.

6.4 Integrations. When you connect an Integration, you authorize Sage Studio to access and retrieve material from it within the permissions you grant. The Integration’s provider, such as GitHub or Microsoft, is not our subcontractor, and its own terms govern your use of it. You may disconnect an Integration at any time, after which Sage Studio stops retrieving new material from it. We are not responsible for an Integration’s availability, changes, or practices.

6.5 Export. You may export Customer Content during the Subscription Term using the tools Sage Studio provides.

7. AI Features

7.1 Third-party AI Providers. Some features of Sage Studio use models operated by AI Providers (“AI Features”). We send AI Providers only the content needed to perform the AI Feature you use. Contact us for the current list of AI Providers. AI Providers may change their models, availability, or pricing. We may change the AI Providers or models we use, and we are not responsible for an AI Provider’s outage, deprecation, or change.

7.2 Your own AI Provider account. If you connect your own AI Provider account, for example by entering your own API key, you are responsible for that account, its charges, and your compliance with that provider’s terms. Content processed through your account is sent to that provider at your direction, and that provider’s terms govern how it handles it.

7.3 Output ownership. As between you and Sagecraft, you own Output, and we assign to you any rights we have in it. Because of how AI works, Output may be similar to content generated for others, and we cannot assure that Output is protected by copyright or any other right. Our ownership of the Services, including the prompts, model instructions, and algorithms used to generate Output, is not affected.

7.4 Review Output before you rely on it. Output can be inaccurate, incomplete, out of date, or infringing. You are responsible for reviewing Output, and for having a person approve it, before you publish, distribute, or rely on it.

8. How We Use Data

This Section is our contractual commitment about data use. The DPA and our Privacy Policy give further detail.

8.1 What we never do. Sagecraft will not, and will not permit any AI Provider it engages to, use Customer Content to train or improve that AI Provider’s models. Sagecraft will not train or fine-tune any generative or foundation AI model on Customer Content. Sagecraft will not use Customer Content in any model, algorithm, or dataset made available to or used for any other customer, and will not disclose your Customer Content to any other customer.

8.2 Across all customers. Sagecraft may collect and use Usage Data and create and use Derived Signals to operate, secure, and improve the Services, including Sagecraft’s own algorithms that select and prepare content for AI models and score content. Derived Signals may be combined across customers.

8.3 For your organization only. Sagecraft may use your Customer Content to tune algorithms that serve only your organization. Sagecraft will not use those algorithms for any other customer.

8.4 Ownership of Usage Data and Derived Signals. Sagecraft owns Usage Data and Derived Signals. Sagecraft will not use them in a way that identifies you, your Authorized Users, or any individual to a third party, except as required by law.

9. Fees and Payment

9.1 Fees. You will pay the Fees for your plan. Fees are based on the plan you buy, not actual use, unless your Order Form states usage-based charges, such as charges for AI usage above your plan’s included amount.

9.2 Online purchases. If you buy online, you authorize us and our payment processor to charge your payment method for the Fees in advance at the start of the Subscription Term and of each renewal, and for any usage-based charges as they are incurred.

9.3 Invoiced purchases. If we invoice you, Fees are due within 15 days of the invoice date. Invoices are issued at the start of each Subscription Term unless the Order Form says otherwise.

9.4 Late payment. Overdue amounts accrue interest at 1.5% per month, or the highest rate allowed by Arizona law if lower, from the due date until paid. If any amount is more than 10 days overdue, we may suspend the Services after giving you at least 5 days’ written notice. Fees remain due during any suspension.

9.5 Taxes. Fees exclude taxes. You are responsible for all sales, use, value-added, and similar taxes on your purchase, except taxes on Sagecraft’s income.

9.6 Price changes. We may change our Fees for any renewal by notifying you at least 30 days before the renewal date. The change takes effect at the start of the next Subscription Term.

9.7 Billing disputes. If you believe a charge is wrong, tell us within 30 days of the charge or invoice date. We will work with you in good faith to resolve it.

10. Term, Renewal, and Cancellation

10.1 Term. These Terms begin when you accept them and continue until all Subscription Terms have ended or the Terms are terminated under Section 11.

10.2 Automatic renewal. YOUR SUBSCRIPTION RENEWS AUTOMATICALLY at the end of each Subscription Term for a period of the same length, at the then-current Fees, unless you cancel before the renewal date. For a Subscription Term of one year or longer, we will email you a reminder at least 30 days before the renewal date.

10.3 How to cancel. You may cancel at any time in your account settings or by emailing sales@sagecraft.net. Cancellation takes effect on the date we receive it, and your access ends on that date unless you ask us to keep it active until the end of the current Subscription Term.

10.4 Prorated refund. When you cancel, we will refund the prepaid Fees for the unused portion of the current Subscription Term, prorated by the day, within 30 days of the cancellation date. We do not refund usage-based charges already incurred, setup or onboarding fees, or Fees after termination for your breach under Section 11.2.

11. Suspension and Termination

11.1 Suspension. We may suspend access to the Services, in whole or in part, if (a) we reasonably believe your use violates Section 5 or creates a security, legal, or operational risk to Sagecraft, AI Providers, or other customers; or (b) Fees are overdue as described in Section 9.4. We will give you notice and limit the suspension to what is reasonably necessary, and we will restore access once the cause is resolved.

11.2 Termination for breach. Either party may terminate these Terms by written notice if the other party materially breaches them and does not cure the breach within 10 days after receiving notice of it. We may terminate immediately by notice for a violation of Section 5 that cannot reasonably be cured.

11.3 Effect of termination. When these Terms end, your right to use the Services ends, and you will pay all Fees earned through the date of termination. If you terminate for our uncured breach, we will refund prepaid Fees for the unused portion of the Subscription Term.

11.4 Your data after termination. For 30 days after termination, you may export your Customer Content on request. After that period, we will delete Customer Content as the DPA and our Privacy Policy describe, except as the law requires us to keep it.

12. Intellectual Property

12.1 Our property. Sagecraft and its licensors own the Services, the website, and all related software, prompts, model instructions, algorithms, Derived Signals, Usage Data, documentation, and trademarks, and all improvements to them. These Terms grant you no rights in them except the limited rights expressly stated.

12.2 Feedback. If you give us suggestions or feedback, we may use them without restriction or obligation to you.

12.3 Website content. You may view and print content on sagecraft.net for your own reference. You may not copy, republish, or distribute it for commercial purposes without our written permission.

13. Confidentiality

13.1 Definition. “Confidential Information” means non-public information a party discloses to the other that is marked confidential or that a reasonable person would understand to be confidential. Customer Content is your Confidential Information. Non-public features, pricing, and the Services’ prompts, model instructions, and algorithms are ours.

13.2 Exclusions. Confidential Information does not include information that (a) is or becomes public through no fault of the receiving party; (b) the receiving party already knew without a duty of confidentiality; (c) the receiving party receives from a third party without a duty of confidentiality; or (d) the receiving party develops independently.

13.3 Obligations. The receiving party will use the other party’s Confidential Information only to perform under these Terms, protect it with at least reasonable care, and disclose it only to its personnel, contractors, and service providers who need to know it and are bound by confidentiality obligations at least as protective as these. A party may disclose Confidential Information when the law requires, after giving the other party notice where legally permitted.

13.4 Duration. These obligations last during these Terms and for 3 years after they end. For trade secrets, they last as long as the information remains a trade secret.

14. Warranties and Disclaimers

14.1 Our warranty. We will provide the Services in a professional and workmanlike manner, and Sage Studio will perform materially as described in our documentation. If we breach this warranty, your remedy is for us to correct the problem, or, if we cannot do so within a reasonable time, for you to cancel and receive a prorated refund under Section 10.4.

14.2 Your warranty. You warrant that you have all rights needed to provide Customer Content and connect Integrations, and that your use of the Services complies with law and these Terms.

14.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 14.1, THE SERVICES, OUTPUT, AND WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT THE LAW ALLOWS, SAGECRAFT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SAGECRAFT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT OUTPUT WILL BE ACCURATE, COMPLETE, NON-INFRINGING, OR FIT FOR ANY PURPOSE.

14.4 Third-party services. AI Providers, Integrations, and other third-party services are provided by their operators, not by Sagecraft. Sagecraft makes no warranty about them.

15. Limitation of Liability

15.1 Excluded damages. TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS, EVEN IF ADVISED THAT THEY WERE POSSIBLE.

15.2 Cap. TO THE FULLEST EXTENT THE LAW ALLOWS, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES YOU PAID TO SAGECRAFT UNDER THESE TERMS IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

15.3 Exceptions. Sections 15.1 and 15.2 do not limit (a) your obligation to pay Fees; (b) your indemnification obligations under Section 16; (c) either party’s liability for breach of Section 13 (Confidentiality); (d) either party’s liability for infringement or misappropriation of the other party’s intellectual property; or (e) either party’s liability for gross negligence or willful misconduct.

16. Indemnification

16.1 Your indemnity. You will defend Sagecraft and its members, employees, and contractors against any third-party claim arising out of (a) Customer Content, including a claim that it infringes or misappropriates anyone’s rights or violates the law; (b) your or your Authorized Users’ use of the Services in breach of Section 5; or (c) your use of an Integration or your own AI Provider account. You will pay any damages, settlements, and reasonable attorneys’ fees finally awarded or agreed in connection with such a claim.

16.2 Process. Sagecraft will notify you promptly of the claim, let you control the defense and settlement, and cooperate reasonably at your expense. You may not settle a claim in a way that imposes an obligation or admission on Sagecraft without Sagecraft’s written consent.

17. Disputes and Governing Law

17.1 Talk to us first. Before filing a claim, the party with the dispute will send the other a written description of it. The parties will try in good faith to resolve it for 30 days. Either party may seek immediate court relief to protect its intellectual property or Confidential Information.

17.2 Governing law. Arizona law governs these Terms, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.3 Venue. The state and federal courts sitting in Maricopa County, Arizona, have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and each party consents to their jurisdiction.

17.4 Jury waiver. TO THE FULLEST EXTENT THE LAW ALLOWS, EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS.

17.5 Time limit. Any claim must be brought within 1 year after the claim arises, except claims for unpaid Fees or where the law does not allow a shorter period.

18. Changes to These Terms

18.1 Updates. We may update these Terms. We will post the updated Terms with a new effective date.

18.2 Material changes. For a material change, we will notify you by email or in Sage Studio at least 30 days before it takes effect. If you do not agree to the change, you may cancel before it takes effect and receive a prorated refund under Section 10.4. If you keep using the Services after the change takes effect, you accept it.

18.3 Exceptions. Changes required by law, or that address security or abuse, may take effect sooner. Changes do not apply to a dispute that arose before the change.

19. General

19.1 Entire agreement. These Terms, together with the documents in Section 1.4, are the entire agreement between the parties about their subject matter and replace all prior agreements and understandings about it. Terms in your purchase order or similar document do not apply.

19.2 Assignment. Neither party may assign these Terms without the other party’s written consent, except that Sagecraft may assign them without consent to a successor in a merger, acquisition, or sale of all or substantially all of the business or assets to which these Terms relate.

19.3 Notices. We may send you notices by email to the address on your account or in Sage Studio. Send notices to us at legal@sagecraft.net, with a copy for legal notices to Grand Adventures LLC, 7811 E Beryl Ave, Scottsdale, AZ 85258. Email notice is effective when sent, unless the sender receives a delivery failure message.

19.4 Publicity. We may identify you as a customer, including by name and logo, on our website and in marketing materials. You may withdraw this permission at any time by emailing us.

19.5 Force majeure. Neither party is liable for a failure or delay caused by events beyond its reasonable control, such as natural disasters, war, terrorism, labor disputes, government action, or failures of the internet, utilities, hosting providers, or AI Providers. This Section does not excuse payment obligations.

19.6 Export and sanctions. You will not use or allow access to the Services in violation of U.S. export control or sanctions laws, or from any country or by any person subject to U.S. sanctions.

19.7 Electronic acceptance. These Terms and any Order Form may be accepted electronically and signed in counterparts. Electronic acceptance and signatures are as binding as handwritten ones under the Arizona Electronic Transactions Act (A.R.S. § 44-7001 et seq.).

19.8 Relationship. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, employment, or fiduciary relationship. There are no third-party beneficiaries.

19.9 Severability and waiver. If a court finds any provision unenforceable, the rest of these Terms remains in effect. A failure to enforce a provision is not a waiver of it.

19.10 Survival. Sections 6.3, 7.3, 7.4, 8, 9 (for amounts owed), 11.3, 11.4, 12, 13, 14.3, 14.4, 15, 16, 17, and 19 survive the end of these Terms.

20. Contact

Grand Adventures LLC, doing business as Sagecraft
7811 E Beryl Ave
Scottsdale, AZ 85258, USA
hello@sagecraft.net