I. SAGE Subscription Terms.
1. Subscription Options. You may gain access to the SAGE Services (the “Services”) by selecting a monthly or annual subscription package, and completing the registration procedure online. You may inquire about a customized quote by contacting sagebyarmstrong.com/contact-us.html. All subscriptions are based on your agreement to these Terms and Conditions without exception and accurate and complete information provided in the registration form that you are required to fill out to purchase your subscription. Completing your subscription also requires the designation of an account manager who is authorized to manage your account. A separate subscription is required for each location in your account having a separate physical (street) address. Armstrong reserves the right to review and alter assignment of locations under accounts in situations where physical addresses are in very close proximity.
2. Pricing. Pricing includes access to all features of the SAGE Services, but some enhanced features of SAGE, such as real time monitoring of equipment, require additional hardware and use of an additional software program on the user’s local network. In addition, some subscriptions for Armstrong sales representatives may have more limited features. All subscriptions allow unlimited storage of your data (subject to Section 6 below), and use by an unlimited number of users in your organization at a single physical address, provided that all users are registered. Pricing levels are based on a number of credits that correspond to the type and amount of equipment is being managed. See www.sagebyarmstrong.com (hereafter the “Application”) for the current amount of credits needed for various types of equipment. Armstrong reserves the right to modify its pricing upon 30 days notice.
3. Payment. Payments for your subscription shall be made in advance of the subscription period (monthly or annual periods). Payments may be made with a major credit card. Other payment options may be available. If you fail to make timely payment, your access to the Services will be suspended. All charges to your account are exclusive of all taxes, levies and duties imposed by taxing authorities, and you will be responsible for payment.
5. Upgrading or Downgrading your Subscription. You may upgrade or downgrade your subscription by following the procedures set forth in the Subscription Account Manager feature of the Application. If you upgrade your subscription during your subscription term, you will immediately receive the additional credits and you will be billed for the difference in package pricing for the remainder of the subscription term. If at any time, you exceed the number of credits available under your account, you will be automatically upgraded to the next level subscription. You will receive notification of such upgrade and you will be billed for the added charges for the remainder of your subscription term. In all cases, your subscription will be automatically renewed at the upgraded level. If you downgrade, you will retain access to your original volume of credits purchased until the end of the current subscription term. You will be charged for the newly selected package at the next automatic renewal. If you have not yet removed enough equipment to meet the required downgrade limit at the end of the subscription term, you will be automatically charged for the appropriate package.
6. Ownership of Data and Data Retention. You retain ownership of all data that you upload into the SAGE system. Your data and profile will be available for as long as you maintain an active subscription and will be retained by Armstrong for a period of five years (the “Retention Period”) after your subscription is cancelled. You have the option to export your data locally at any time during your subscription period by following the procedure set forth in the “Report” feature of the Application. To recover data after your subscription has ended, contact www.sagebyarmstrong.com/contact-us.html.
7. Reactivation of Cancelled Accounts. Accounts that you have cancelled may be reactivated without penalty, provided applicable subscription payments are up to date. Cancelled or suspended accounts are not responsible for any inactive periods following the next renewal date after the cancellation or suspension. Armstrong reserves the right, in its sole discretion, to accept or reject any reactivation of cancelled or terminated accounts, for any reason.
8. Free Subscription Users
The following provisions apply to users with Free Subscriptions:
- Users are allowed up to 25 credits, subject to change or cancellation by Armstrong at any time in its sole discretion
- Additionally, users that are found to have attempted to circumvent or bypass the above restrictions shall have their subscriptions cancelled immediately.
- Certain features are not available with free subscriptions, including real-time monitoring and monitoring services related to hot water products.
9. Support and Assistance. You may obtain information and support for using the Application by consulting the User Guide found at https://www.armstronginternational.com/sage.
2. Description of the Services. The Services include your use of (i) on-line non-downloadable SAGE software and database for storing, managing, tracking and analyzing data in the field of energy management, (ii) online non-downloadable software to create statistical and management reports on the current status, maintenance history, and efficiency of steam and/or hot water components, (iii) online non-downloadable multimedia software for monitoring steam and/or hot water system components in real time through use of electro-mechanical sensor equipment (which must be purchased separately from your SAGE subscription), and, if applicable, (iv) downloadable SAGE Proxy software for use with devices capable of real time monitoring. The SAGE system and its features are further described at www.sagebyarmstrong.com.
5. Your Registration Obligations. In consideration of your use of the Services, you represent that the person registering your subscription is authorized to represent your business, firm or company. You also agree to (a) provide accurate, current and complete information as required in the SAGE registration form (such information shall be referred to as Registration Data); and (b) maintain and promptly update the Registration Data to keep it accurate, current and complete. If you provide any information that is not accurate, current or complete, or if Armstrong has reasonable grounds to suspect that such information is inaccurate or incomplete, Armstrong may suspend or terminate your account and refuse your current and/or future use of the Service.
6. Member Account, Password and Security. You will receive a password and account designation for use in assessing the Services upon registering your subscription. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur using your password or account. You agree (a) to immediately notify Armstrong of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you log out and exit from your account at the end of any session using the Services. Armstrong will not be liable for any loss or damage arising from your failure to comply with this section of the Agreement.
7. Acceptable Use Guidelines. You agree to use the Services only in a lawful manner and only in connection with lawful enterprises and operations. The Services are provided to you for the use of the business and operations identified in your registration and you agree not to (and agree not to allow a third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to obtain the source code, resell, assign, sublicense, grant a security interest in, or otherwise transfer any right in the SAGE software or system. You are permitted to store and print out data and reports from the Service for your own internal use. You agree to abide by all U.S. and other applicable export laws in connection with your use of the Services (as well as applicable laws of your country if you or any registered users are outside the U.S.) and not to transfer from the U.S.by electronic transmission or otherwise any data, content or software subject to restrictions of such laws to any destination prohibited by such laws. You may not use the Services to conduct, or aid in the conduct of operations in a country or territory prohibited by any U.S. embargo or trade restrictions. You agree that you shall not use the Services in connection with any conduct or operations in violation of applicable laws in the country, state, territory, or other political subdivision where you operate, including, without limitation, environmental laws and regulations. Armstrong does not undertake to advise you in any respect as to any laws or compliance issues arising from your operations or use of the Services in connection with your operations. You agree that Armstrong has no obligation to assume or undertake any obligation you may have to make reports to any government agency relating to your operations or the data from your operation that is stored, processed or analyzed through the Services.
8. Special Terms Relating to the Proxy Program. If you elect to download the Proxy Program for real time monitoring of equipment, you may install the program into your machine or device, you may merge output into another program for your use, and you may, except as otherwise provided herein, transfer the Proxy Program to other registered users within the organization that holds your subscription for the Services. You acknowledge that Armstrong owns all right, title and interest, including Copyrights, in the Proxy Program and you will not take any actions inconsistent with Armstrong’s ownership of the Proxy Program. You may not reverse assemble or compile the Proxy Program. You may not sublicense or transfer the program to anyone outside the organization that holds your subscription for the Services. The terms and limitations of Sections 10 and 11 apply to your use of the Proxy Program which are deemed to be part of the Services. Upon termination of your subscription for the Services, you agree that you will delete all copies of the Proxy Program from devices on which it is installed.
9. Privacy and Confidentiality. Armstrong respects your privacy and treats the content of all data and communications as private, except as may be required by law. Please refer to the Confidentiality Policy. Armstrong undertakes to implement reasonable industry standards for the security and confidentiality of all data and communications. Nonetheless, you understand and acknowledge that Armstrong cannot guarantee that data and communications transmitted from you to Armstrong, or from Armstrong to you, are completely secure without qualification. Armstrong may communicate with you from time to time relating to the Services at the telephone number or e-mail address specified in your registration.
10. Disclaimer of Warranties and liability Limitations. Armstrong warrants that it has all rights necessary to provide the Services to You and that your use of the Services will not infringe any patent or intellectual property rights of third parties. Otherwise, You agree that your use of the Services (including the Proxy Program, if applicable) is at your sole risk. The Services are provided "as is" and "as available" without warranties of any kind, express or implied, including all implied warranties of merchantability, or fitness for a particular purpose. Without limiting the generality of foregoing, Armstrong does not make any warranty or guarantee that (i) the Services will meet your requirements, (ii) the Services will be uninterrupted, timely, secure or error free; (iii) the results obtained from the use of the Services will be 100% accurate or reliable; (iv) the quality of any products, services or other materials purchased through the Services will meet your expectations; (v) any content, information, software or other material accessible through the Services will be free of viruses, worms, “Trojan Horses,” of other harmful components; or (vi) any errors in the software will be corrected. Your communications, transactions and dealings with any advertisers found on or through the Services, including payment for and delivery of, any goods of services as well as conditions, warranties and representations associated with such dealings, are solely between you and the advertiser. You agree that Armstrong shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers in connection with the Services. Armstrong does not authorize anyone, including but not limited to: Armstrong employees, agents or representatives, to offer any warranty on behalf of Armstrong in connection with the Services and you should not rely on any statements by any such persons purporting to offer any warranty or guarantee.
- No Third Party Rights. This Agreement does not provide any third party with any right, remedy, claim or entitlement, or right of reimbursement.
- Choice of Law and Forum. This Agreement shall be governed by the laws of the State of Michigan without regard to its conflict of law provisions. You and Armstrong agree to resolve all disputes arising out of this Agreement or your use of the Services in United States District Court for the Western District of Michigan and you agree to submit to the personal and exclusive, jurisdiction of such court. In the event that the subject matter of any dispute does not qualify for federal jurisdiction, you and Armstrong agree to resolve all disputes arising out of this Agreement or your use of the Services in the courts of the county of St. Joseph, Michigan and you agree to submit to the personal and exclusive jurisdiction of such court. You agree that the bringing of an action in any court other than those described herein shall be grounds for dismissal of the action without prejudice.
- Statute of limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of these Terms and Conditions or your use of the Services must be brought by you within one (1) year after such claim or cause of action arose or be forever barred.
- Force Majeure. Neither you nor Armstrong will be responsible to the other for any delay, failure in performance, loss or damage due to explosion, fire, power interruption, earthquake, flood, or other weather conditions, strike, embargo, labor disputes, actions of any civil or military authority, war, acts of God, or other causes beyond the reasonable control of the party seeking to rely on this provision, provided that nothing herein shall excuse you from paying for Services used by you.
- Assignment. Armstrong may assign all or part of its rights under this Agreement to another Armstrong subsidiary or affiliate. You may not assign this Agreement or the Services without Armstrong's prior written consent, except to an affiliate or as part of a merger or the sale of all or substantially all of our business or assets.
- Notices. Notices to you may be sent by email, U.S.mail, courier service, or facsimile to the addresses and/or facsimile number provided in your registration. Notice to Armstrong may be sent by e-mail to firstname.lastname@example.org. Notice shall be deemed effective on the sooner to occur of three business days, or of the recipient’s acknowledgment of receipt.
- Waiver and Severability of Terms. The failure or delay of Armstrong to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of this Agreement shall be found to be invalid by a court of competent jurisdiction, the parties agree that the court shall endeavor to give effect to the parties' intentions as reflected in the provision to the greatest degree possible, and that the other provisions of this Agreement shall remain in full force and effect.
- Changes to Agreement. No employee or representative of Armstrong or SAGE is authorized to make verbal modifications of these Terms and Conditions. Any amendment or modification of these Terms and Conditions must be in writing, signed by both parties (including the the President of Armstrong), and must expressly state that it is a modification or amendment of these Terms and Conditions.
YOUR USE OF THE SERVICES SHALL BE CONSIDERED CONFIRMATION THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO ALL OF THE FOREGOING PROVISIONS.