Terms and Conditions

This version is effective from September 1, 2026. For the older version, click here.

By accessing or using the Services, including the Sage Expense Management email plugins, Sage Expense Management Chrome extension, or any other web applications, applications, or plugins provided by Sage Software, Inc. operating as Sage Expense Management (hereafter referred to as “We”, “Us” or “Our”) or by clicking a button or taking similar action to signify your acceptance of these Terms of Service (“Terms”), or by completing the Sage Expense Management account registration process, you (hereafter referred as “Customer” “You” or “Your”) hereby represent that:

(i) You have read, understood, and agree to be bound by these Terms and any future amendments or additions as published from time to time on our websites.

(ii) You are at least 18 years of age.

(iii) You have the authority to enter into these Terms personally and, if applicable, on behalf of any company, organization, or other legal entity you represent, and to bind such entity to these Terms.

PLEASE READ THESE TERMS CAREFULLY. BY USING THE SERVICES, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF USE MENTIONED BELOW. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

Sage Expense Management and You are collectively referred to as “Parties” and individually as “Party”.

1. Definitions

1.1. Account: means any accounts or instances created by or on behalf of Customer for access and use of the Service(s).

1.2. Affiliate: means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, the subject entity, where “Control” is the direct or indirect ownership or control of at least a majority of the voting rights in the entity, or otherwise the power to direct the management and policies of the entity. An entity is an Affiliate only so long as such Control continues.

1.3. Agreement: means these terms and conditions, the Supplemental Terms, your Order Form(s), the Data Processing Agreement, Privacy Notice, and any exhibits, appendices and annexes hereto, or any other documentation or terms and conditions referred to within any of the aforementioned.

1.4. AI Data: means, together, AI Input Data, AI-Generated Output and any data derived from or containing the same.

1.5. AI-Generated Output: means the content generated and returned to a User resulting from that User prompting or using Generative AI in the context of, or embedded within, the Service(s).

1.6. AI Input Data: means any data input into an AI System, by You or any User, including (without limitation) prompts, queries and instructions (in whatever medium or format), but excluding: (a) instructional prompts, contextual injections, system-level inputs, or other technical content provided by or on behalf of Sage Expense Management; or (b) Sage Expense Management provided customization or fine-tuning data.

1.7. AI Policy: means any policy Sage Expense Management publishes or otherwise makes available from time to time (including any amendments to it) containing requirements and restrictions applicable to the use of AI Systems by You and Your Users.

1.8. AI System: means any artificial intelligence technologies, systems, models, tools or functionality, including machine learning, deep learning, generative AI, and any autonomous, semi-autonomous or agentic AI functionality or capabilities.

1.9. Generative AI: means an AI System capable of generating content (such as text, code, images, videos and audio).

1.10. API: means the application programming interfaces developed, enabled by or licensed to Sage Expense Management that permits access to certain functionality provided by the Service(s).

1.11. Confidential Information: means all information disclosed by one Party to the other Party which is in tangible form and labeled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential. given the nature of the information and circumstances of disclosure. For purposes of these Terms, Customer Data, Payment Card Network data and Transaction Data shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information which (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (c) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records prior to the time of disclosure; (d) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession; or (f) is required by law to be disclosed by the receiving party, provided that the receiving party shall, to the extent legally permitted, give the disclosing party written notice of such requirement prior to disclosing so that the disclosing party may seek a protective order or other appropriate relief.

1.12. Customer Data: means all electronic data, text, messages or other materials, including Personal Data of Users and End-Users, submitted to the Service(s) by Customer through Customer’s Account in connection with Customer’ use of the Service(s), including, without limitation, Personal Data, and includes AI Input Data. For the avoidance of doubt, Customer Data does not include information received by Sage directly from a Payment Card Network or Transaction Data.

1.13. Data Processing Agreement: means the Data Processing Agreement posted on https://www.sage.com/en-gb/legal/terms-and-conditions/product-and-service-terms-and-conditions/data-processing-agreement/

1.14. Device: includes but is not limited to mobile devices, computers, computer system, Laptop available via web browser to Mac, Linux, Android, iOS, Windows.

1.15. Documentation: means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Service(s) provided or made available by Sage Expense Management to Customer or Customer’s Users through the Service(s) or otherwise.

1.16. Intellectual Property Rights: means all intellectual property rights of any nature subsisting anywhere in the world whether registered or unregistered, including: patents, utility models, and applications thereof; trade marks, service marks, trade names, domain names, goodwill, and the right to sue for passing off, and applications thereof; registered and unregistered design rights and applications for registered designs; copyright and related rights; database rights, rights in confidential information, trade secrets and know-how; and all other intellectual property rights and equivalent forms of protection subsisting now or in the future, in each case for the full term of such rights, including all renewals and extensions.

1.17. Order Form: means any service order form or statement of work specifying the Service(s) subscribed to, particular features and functionalities in the Service(s) that the Customer wishes to avail, and the Subscription Term agreed to by the parties and referencing these Terms.

1.18. Payment Card Network(s): means the payment card network indicated on Your corporate card with which Our Service(s) are integrated, including Visa, Mastercard, and American Express.

1.19. Personal Data: means data relating to a living individual who is or can be identified either from the data or from the data in conjunction with other information that is in, or is likely to come into, the possession of the data controller.

1.20. Processing/To Process: has the meaning given to it in the Data Processing Agreement.

1.21. Privacy Notice: means the privacy notice posted on https://www.sage.com/en-gb/legal/privacy-and-cookies/ (or such other URL as notified to you) as amended from time to time.

1.22. Sage: means The Sage Group plc or its Affiliates.

1.23. Sage Data: means the information in an Order, data about the configuration and use of the Services, the Documentation, and other information provided to you via login in the Services or otherwise by Sage during performance under this Agreement, but excluding Customer Data and AI-Generated Outputs

1.24. Service(s): means the technology platforms such as App, Website, Plug-ins, the Sage Expense Management chrome extension or any other software supplied by Sage Expense Management to provide expense management solutions and any updates, modifications or improvements to the Service(s), including individually and collectively, Software, the API and Documentation.

1.25. Software: means software provided by Sage Expense Management (either by download or access through the internet) that allows the Customer to use any functionality in connection with the Service(s).

1.26. Subscription Plan: means the pricing plan(s) and the functionality and services associated therewith (as detailed on the Website(s)) for which You subscribe to.

1.27. Subscription Term: means the period during which the Customer has agreed to subscribe to the Service(s).

1.28. Supplemental Terms: means the specific terms set forth in section 20 below, additionally applicable to You when You enable, access or use such Service(s).

1.29. Third-party Service(s): means any product (including but not limited to software of any kind, cloud services, or forms), tool (including integration or development tools), service (including implementation, configuration, development, or accounting) or any tool, product or service of a third-party that employs or makes use of an AI System provided to you under a separate agreement or terms and conditions by a Third-Party Provider.

1.30. Transaction Data: means financial information and information relating to transactions, such as card numbers, related to Your corporate card, location ID, purchase amount authorized, cleared and settled, merchant name, merchant location, and date and time of authorization and settlement of the transaction, that We receive from Payment Card Networks when You connect Your corporate credit card program with Our Service(s) or from Your personal card, that We receive from other service providers when You participate in the Personal Card Program.

1.31. User: means a named human authorized to use the Service who creates, submits, approves an expense report and/or has an active corporate card assigned to reconcile with receipts. Subject to the foregoing, roles like travel admin, administrator, finance or auditors may be construed to be active users.

1.32. Website(s): mean the websites for various Service(s) and other websites that We operate.

2. Customer’s Right

Subject to Your compliance with these Terms, and payment of all applicable fees, Sage Expense Management grants You a revocable, non-exclusive, non-transferable, limited right to:

(i) access and use the Services for Your internal business purposes; and

(ii) download, install and use mobile/desktop applications and plug- ins to access and use the Services.

Nothing in these Terms grants you any rights or licenses not expressly stated herein. All rights not expressly granted are reserved by Sage Expense Management.

3. Customer’s Obligations

3.1. Customer’s Account: Your access and use of the Service(s) is restricted to the specified number of individual Users as part of your Subscription Plan or as specified in the relevant Order Form. Each User shall be identified using unique login information which may include usernames and passwords or SSO (“User Login”) and such User Login shall be used only by one named User, to whom the expenses relate. Using one User Login to manage expenses of a named user other than the named User to whom the User Login belongs shall be a material breach of this Agreement. We reserve the right to monitor your use of the Services to effect this Agreement and/or verify compliance with any subscription limits and this Agreement. You maintain all responsibility for determining whether the Service(s) or the information generated thereby is accurate or sufficient for Your purposes.

3.2. . Prohibited Activities:

(a) If Sage Expense Management informs You that a specified activity or purpose is prohibited with respect to the Service, You will ensure that it immediately ceases use of the Service(s) for such prohibited activity or purpose and shall comply with Sage Expense Management’s instructions in this regard.

(b) Without limiting the foregoing, and except as expressly authorized by Us, prior to each instance, you shall not: (i) share human user credentials with any third party, third party system or any AI System acting on your or any User's behalf or at their direction, without Sage's prior written authorization, provided that we may, at our sole discretion, permit an AI System to access and interact with the Services using separate credentials issued or approved by us and designated for use by a single AI System, and any access to or interaction with the Services by or on behalf of an AI System must be made only using such credentials; (ii) provide the Services to any third party other than your Users, use the Services as a service bureau, or otherwise violate or circumvent any use limitations or restrictions set forth in an Order, the Services, or the Documentation; (iii) derive the source code or use tools to observe the internal operation of, or scan, probe, or penetrate, the Services; (iv) copy, modify, or make derivative works of the Services; (v) remove any proprietary markings or notices from any materials provided to you by us; (vi) frame or mirror the Services or any part thereof; (vii) use the Services: (a) to send spam, duplicative, or unsolicited messages in violation of applicable laws or regulations; (b) to store sensitive data such as bank account data, social security (or equivalent) numbers, and credit card data outside of the designated fields therefore; (c) to send or store, or otherwise provide material that violates the rights of a third party; (d) to send or otherwise provide material containing viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs; (e) for any other illegal or unlawful purpose; (f) to store or transmit any content is, racist, hateful, abusive, libelous, obscene, or discriminatory or (g) use the Service(s) for the purposes of cookie tracking, ad exchanges, ad networks or data brokerages; or (viii) access or interact with the Services, or permit any third party (including any Third-Party Provider) to access or interact with the Services, by means of any AI System or by means of any robot, bot, spider, crawler, script, screen-scraping, web-scraping or data-scraping tool or any other automated or manual data-extraction technique, in each case where such access, interaction or extraction is used to, or would reasonably be expected to, scrape, harvest, extract or otherwise obtain AI Data, Sage Data or any other data or content from the Services in a manner that results in, or creates a risk of, the leakage, exfiltration or unauthorized extraction of such data from the Services.

You may not knowingly facilitate a third party or third party technology in any of the foregoing activities. If you breach the provisions of this Agreement, or your use of the Services interferes with or disrupts the security, availability or performance of the Services, we reserve the right to immediately modify or temporarily restrict or suspend your access to all or part of the Services or any Third-Party Service without notice or liability to you.

3.3. Network and Device Responsibility: You are responsible for obtaining the data network or internet access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if You access or use the Services from a wireless-enabled device and You shall be responsible for such rates and fees.

3.4. User and End-User Data: You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and any updates thereto. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

3.5. User Notice and Data Consent Obligations: You are responsible for providing notices and obtaining necessary authorizations from Users and End-Users whose Personal Data is transmitted as a part of the Customer Data

3.6. Use of AI Systems: The Service(s) may include or make available AI Systems, including Generative AI. Your and Your Users' access to and use of any AI Systems is subject to these Terms, the Documentation, and any AI Policy that Sage Expense Management makes available from time to time, which You and Your Users accept by continuing to access or use the Service(s) (or any AI Systems). You are responsible for any breach of the AI Policy by any User.

4. Content Rights / Data Rights

4.1. Services: Subject to the limited rights expressly granted under this Agreement, Sage Expense Management (and our licensors, where applicable) reserve and own all rights, title, and interest, in and to the Services (including any configurations and customizations, modifications, enhancements and Updates in respect thereof), Sage Data and Documentation, including all related Intellectual Property Rights therein. All rights not expressly granted in this Agreement are reserved by Sage. The Sage name, logo and the product names associated with the Services are trademarks of Sage or third parties and no right or license is granted to use them under this Agreement.

4.2. License: You grant Sage Expense Management, its Affiliates, and its subcontractors a royalty-free, non-exclusive and sublicensable right to use, host, process, copy, transmit, store, analyze, sublicense, display, transform, reformat, combine and create derivative works from and use the Customer Data and AI-Generated Outputs solely to the extent necessary to: (i) develop, create, improve, enhance and make available our, and our Affiliates’, services, products and applications; (ii) provide, administer and ensure the proper operation of the Services and related systems; (iii) comply with applicable laws; and (iv) exercise our rights and perform our obligations under this Agreement.

4.3. Usage Data: Sage may collect Usage Data for internal research and to make improvements to the Services. Use of Usage Data by Sage will be in an aggregated form that does not identify or otherwise permit the identification of named individual Users.

4.4. Ownership of Customer Data: Subject to the limited rights granted under this Agreement, You own the rights to the Customer Data You post on Sage Expense Management . We don’t claim ownership over any of it. User data will belong to You even after the User is no longer part of Your organization.

4.5. Responsibilities and Warranties: You are responsible for the data You submit by using Our Services and assume all risks associated with it, including anyone else’s reliance on its accuracy, or claims relating to intellectual property or other legal rights. By posting, You represent and warrant to Us that You own or have the necessary rights to post data on our services, and that doing so does not conflict with any other licenses You have granted.

4.6. Ownership of AI-Generated Output: Sage Expense Management does not claim ownership rights in any AI-Generated Output. You are solely responsible for all use, modification, incorporation into other materials, or publication of such AI-Generated Output, and for evaluating its accuracy, completeness, and suitability for Your purposes.

4.7. Data Privacy: Each party will comply with the Data Processing Agreement, and references therein to the “Agreement” shall be construed as references to this Agreement. Any Personal Data used to provide the Services shall be handled in accordance with the requirements of the Data Processing Agreement. Further information on how Sage uses Personal Data is provided in the Privacy Notice.

5. Use of Service(s)

5.1. Updates and Enhancements: Any enhancements, new features or updates (“Updates”) to the Service, if rolled out by Sage Expense Management, are also subject to these Terms and Sage Expense Management reserves the right to deploy Updates at any time.

5.2. Scheduled Downtime: The Services may be temporarily unavailable due to scheduled downtime for upgrades and maintenance in which case Sage Expense Management shall use commercially reasonable endeavors to notify Customer in advance.

5.3. Unavailability Due to External Factors: Notwithstanding anything to the contrary contained elsewhere, Sage Expense Management shall not be liable for unavailability of the Service(s) caused by circumstances beyond Sage Expense Management reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond Sage Expense Management’s reasonable control (including, without limitation, inability to access the internet), or acts undertaken by third parties, including without limitation, distributed denial of Service(s) attacks.

5.4. Support Services:

(a) Sage Expense Management will provide technical support and other support services to You. You may request support by e-mailing support@fylehq.com or through other channels notified to You by Sage Expense Management. You shall provide Sage Expense Management and its personnel with necessary access to Your Account including the ability to access the Account as those of Your employees and their IT Administrator, for such time as required for resolving the problems faced by You with respect to the Service(s).

(b) You agree that Sage Expense Management shall not have an obligation to provide support for the following:

(i) restoration of any data that has been lost due to Your failure in maintaining backup copies,

(ii) the issue is due to (1) a failure on Your part to use the Service(s) in accordance with the technical documentation provided by Sage Expense Management, including any minimum Service(s) requirements; (2) any accident or disaster affecting Your network or systems; or (3) modifications or alteration made by You without Sage Expense Management’s approval,

(iii) Your Failure to install updates or improved versions of the whole or part of the Service(s), or

(iv) where the Services or its domains are not whitelisted by You or Your ISP.

5.5. Restrictions: Except as expressly authorized by Sage Expense Management, You shall not, and shall ensure that Your Users and any Third-party Service do not: (a) share User Login credentials with any AI System acting on Your or any User's behalf, provided that Sage Expense Management may, at its discretion, permit an AI System to access the Service(s) using separate credentials issued or approved by Sage Expense Management for that purpose; (b) use any AI System, robot, bot, crawler, script, or screen-scraping, web-scraping or data-scraping tool to scrape, harvest or extract AI Data or other data or content from the Service(s); or (c) transmit, export, or otherwise make available any AI Data to any external artificial intelligence training, fine-tuning, or model-development pipeline, or to any third-party environment not authorized by Sage Expense Management.

6. Third-Party Services and Third-Party AI Tools

6.1. Third-Party Services: We may present to you, or the Services may integrate with, Third-Party Services provided by Third-Party Providers. We do not endorse or make any representation, warranty, or promise regarding, and do not assume any responsibility for, any such Third-Party Services, Accordingly, we shall not be liable for any damages, liabilities or losses caused by any act or omission in respect of a Third-Party Service, regardless of whether it is described as “authorized,” “certified,” “recommended,” or the like and regardless of whether the Third-Party Service is included in your Order Form or the Services. For the avoidance of doubt, the foregoing includes any AI System employed, used by or forming part of a Third-Party Service provided by a Third-Party Provider. Your use of the Third Party Service is subject to the terms and conditions imposed by the relevant Third-Party Providers in addition to this Agreement (to the extent applicable). If there is a conflict or inconsistency between this Agreement and such terms and conditions imposed by the Third-Party Providers, this Agreement shall take precedence in connection with the use of the Services. You are solely responsible for evaluating Third-Party Services and Third-Party Providers, and for reviewing all applicable terms and conditions of any such Third-Party Providers.

6.2. Disclaimer: We have no obligation to make available, maintain or provide support for Third-Party Services and do not guarantee the initial or continuing interoperability of the Services with any Third-Party Services. If any Third-Party Services or cease to be made available for interoperation with any feature of the Services on reasonable terms, we may cease providing such feature without providing you with any refund, credit or compensation.

6.3. Data Sharing:

(a) If you obtain a Third-Party Service that requires or otherwise involves access to or transfer of Customer Data, you acknowledge that any such access or transfer is between you and the Third-Party Provider pursuant to the Third-Party Provider’s own privacy notices and policies, and that we are authorized to provide the Customer Data as requested by the Third-Party Provider.

(b) We are not responsible for any modification, loss, damage, or deletion of Customer Data by any Third-Party Service obtained by you.

(c) Other than as required by applicable law, you shall not, and shall ensure that any Third-Party Provider AI System shall not, transmit, export, copy, scrape, extract, harvest or otherwise make available any AI Data or Sage Data to: (i) any third-party environment that has not been authorized by Sage; or (ii) any external artificial intelligence training, fine-tuning, or model development pipeline. You shall, and shall ensure that any Third-Party Provider AI System shall, ensure that any Customer Data is only transmitted, exported, copied or otherwise made available to any third-party environment using Sage-approved transport mechanisms. For the avoidance of doubt, this prohibition applies to any means of extraction, including any scraping, screen-scraping, crawling or automated or manual harvesting technique.

7. Payment and Commercial Terms

7.1. Unless otherwise mentioned otherwise in an Order Form or a Subscription Plan, all charges associated with Your Account, including implementation charges and overages (“Subscription Charges”) are due in full and payable in advance in accordance with this section 7, when You subscribe to the Service(s). Implementation charges and overages will depend on the Subscription Plan You choose and will be discussed and agreed with You.

7.2. You shall be billed as per Your Subscription Plan. You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing Cycles are set either on a monthly or annual basis, depending on the type of Subscription Plan You select or as set forth in an Order Form, as applicable

7.3. Unless otherwise stated in an Order Form, at the end of each Billing Cycle, Your subscription will automatically renew for an equivalent Subscription Term at the then prevailing charges unless terminated in accordance with these Terms.

7.4. A valid payment method, including credit card or wire transfer, is required to process the payment for Your subscription. You shall provide Sage Expense Management with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, You automatically authorize Sage Expense Management to charge all Subscription Charges incurred through Your Account to any such payment instruments.

7.5. In case automatic billing fails to occur for any reason, Sage Expense Management will issue an electronic invoice indicating that You must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

7.6. Sage Expense Management will notify You in the event that Sage Expense Management does not receive payment towards Subscription Charges within the due date. Sage Expense Management must receive payments within a maximum of ten (10) days from the date of notice, failing which in addition to the right to other remedies available under law, (i) Sage Expense Management may suspend Your access to and use of the Service(s) until Sage Expense Management receives Your payment towards the Subscription Charges as specified; and/or (ii) terminate Your Account; and/or (iii) charge an interest for late payment @ 1.5% per month on the outstanding balance of the Subscription Charges payable. When Your Account is suspended or terminated pursuant to this section 7.6, data export for Your Account shall be enabled only after the outstanding charges due to Sage Expense Management are cleared by You.

7.7. We may use a third-party service provider to manage payment processing; provided that such service provider is not permitted to store, retain or use Your payment account information except to process Your credit card and other payment information for Sage Expense Management.

7.8. You agree that until Your Account is terminated Your subscription shall automatically be renewed at the Subscription Charges prevalent at the time of such renewal, even if You do not use our Service. Subscription Charges are non-refundable unless expressly agreed to by Sage Expense Management.

7.9. Sage Expense Management may change our fees at any time by posting a new pricing structure on our Website(s).

8. Free Trials

8.1. Sage Expense Management may, at its sole discretion, offer a subscription with a free trial for a limited period of time (“Free Trial”). You may be required to enter your billing information in order to sign up for the Free Trial.

8.2. If You do enter Your billing information when signing up for the Free Trial, You will not be charged by Sage Expense Management until the Free Trial has expired. On the last day of the Free Trial period, unless You cancel Your subscription, Your access to the Service(s) may be suspended or terminated or You will be automatically charged the applicable Subscription Charges for the type of subscription You have selected. At any time and without notice, Sage Expense Management reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.

9. Intellectual Property Rights

9.1. Except for the rights granted to You under Section 2, all rights, title and interest in and to all intellectual property and/or proprietary rights, title and interest related to the Service, including patents, inventions, copyrights, trademarks, domain names, trade secrets or know-how (collectively, “Intellectual Property Rights”) shall belong to and remain exclusively with Sage Expense Management. You shall retain all ownership over Customer Data.

9.2. Sage Expense Management shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Service(s) or otherwise use any suggestions, enhancement requests, recommendations or other feedback it receives from You.

9.3. Sage Expense Management’s trademarks and/or service marks may not be used in connection with any product or service that is not provided by Sage Expense Management, in any manner that is likely to cause confusion among customers or users of the Website, tarnishes or dilutes the marks, or disparages or discredits Sage Expense Management.

9.4. All rights not expressly provided to You herein are reserved.

9.5. Sage Expense Management’s trademarks and/or service marks may not be used in connection with any product or service that is not provided by Sage Expense Management, in any manner that is likely to cause confusion among customers or users of the Website, tarnishes or dilutes the marks, or disparages or discredits Sage Expense Management.

9.6. Open Source Components (OSS Components). You acknowledge that certain components of the Expense Management Services provided to you in object or source code form are covered by open source or similar licenses (each component being an “OSS Component” and such license being an “OSS License”).

Where the relevant OSS License requires it (and only to the extent required):

(a) any additional rights, permissions, exclusions and/or disclaimers in that OSS License will apply to the corresponding OSS Component;

(b) any terms (including any restriction, prohibition or exclusion) in this Agreement that are contrary to the terms of that OSS License shall not apply in relation to the corresponding OSS Component;

(c) for Sage to make an offer to provide source code or related materials or information in relation to the corresponding OSS Component, such offer is hereby made by Sage. Any request for source code or related information should be directed only to: [INSERT link to maintained webpage/mailbox];

(d) details of the OSS Components and OSS Licenses can be found in [the readme files, notice files, the “About” menu, and/or in the documentation accompanying the Expense Management Services].

Sections 12 and 13 shall not apply in relation to any infringement to the extent caused or contributed to by a component which is covered by open source or similar licenses, and we shall not be liable to Customer for any claim or liability to the extent it arises out of the use of such a component.

10. Text Messaging & Promotional Codes

10.1. By creating an Account, You agree that we may send you text messages via SMS, WhatsApp or other mediums or email communications as part of the normal business operation of Your use of the Services. You may opt-out of receiving such communication by writing to us at support@fylehq.com subject to policies setup and defined by Your Account administrator or User. You acknowledge that You may be charged any text messaging charges by Your mobile network service provider.

10.2. Sage Expense Management may, in its sole discretion, create promotional codes that may be redeemed for Account credit, or other features or benefits related to the Services and/or a third-party provider’s services, subject to any additional terms that Sage Expense Management establishes on a per promotional code basis (“Promo Codes”). Please refer to Our supplemental terms for further details.

11. DISCLAIMER OF WARRANTIES

11.1. Authority: Each party represents to the other that it has the authority to enter into this Agreement, to carry out its obligations under it, and to give the rights and licenses granted herein.

11.2. Our Warranties: We warrant that: (i) the Services will perform materially in accordance with the Documentation; (ii) we will not decrease the material functionality of the Services during a current subscription term, and (iii) we will perform any professional services in a workmanlike manner and in accordance with industry standards.

11.3. Remedies: If you notify us in writing that the Services or our professional services do not conform with any of the warranties in section 11.2, we will use commercially reasonable efforts to investigate and correct any such non-conformance promptly. You will use commercially reasonable efforts to mitigate any damage as a result of such non-conformance. Subject to your right to terminate this Agreement for cause, this section 11.3 and any applicable uptime guarantees and credits in your Order constitute your sole and exclusive remedy for breach of the warranties in section 11.2.

11.4. DISCLAIMER OF ALL OTHER WARRANTIES: EXCEPT AS EXPRESSLY PROVIDED IN SECTION 11.2, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND IS ONLY FOR COMMERCIAL USE, SUBJECT TO ANY RESTRICTIONS IN THIS AGREEMENT OR THE DOCUMENTATION. WE, ON BEHALF OF OURSELVES, OUR AFFILIATES, AND OUR LICENSORS, DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS, TERMS, UNDERTAKINGS AND GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE (I) OF MERCHANTABILITY OR SATISFACTORY QUALITY, (II) OF FITNESS FOR A PARTICULAR PURPOSE, (III) OF NON-INFRINGEMENT AND (IV) ARISING FROM CUSTOM, TRADE USAGE, COURSE OF PRIOR DEALING, OR COURSE OF PERFORMANCE. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, WE, OUR AFFILIATES, AND OUR LICENSORS DO NOT WARRANT, REPRESENT, GUARANTEE OR UNDERTAKE THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE SERVICES ARE FREE FROM VIRUSES, BUGS, ERRORS OR MISTAKES, THAT THE SERVICES, DOCUMENTATION, INFORMATION AND/OR AI GENERATED OUTPUT OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS OR PRODUCE PARTICULAR OUTCOMES OR RESULTS, OR THAT THE SERVICES WILL PRODUCE ERROR-FREE AI-GENERATED OUTPUTS, MACHINE-GENERATED ANALYSES, BENCHMARKS, INSIGHTS OR RESPONSES. WE, OUR AFFILIATES AND LICENSORS ARE NOT RESPONSIBLE OR LIABLE FOR: (A) ANY ISSUES WITH THE SERVICES THAT ARISE FROM CUSTOMER DATA, THIRD-PARTY SERVICES, OR THIRD-PARTY PROVIDERS; OR (B) ANY DELAYS, DELIVERY FAILURES OR ANY OTHER LOSS OR DAMAGE RESULTING FROM THE TRANSFER OF DATA OVER COMMUNICATION NETWORKS AND FACILITIES INCLUDING THE INTERNET AND YOU ACKNOWLEDGE THAT THE SERVICES AND DOCUMENTATION MAY BE SUBJECT TO DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. YOU FURTHER ACKNOWLEDGE THAT WE DO NOT PROVIDE ANY ACCOUNTING, TAXATION, FINANCIAL, INVESTMENT, LEGAL, OR OTHER ADVICE TO YOU, USERS, OR ANY THIRD PARTY, AND YOU ACCEPT THAT IT IS YOUR RESPONSIBILITY TO ENSURE THAT THE SERVICES AND/OR AI-GENERATED OUTPUTS MEET YOUR REQUIREMENTS AND ARE FIT FOR YOUR PURPOSES.

12. LIMITATION OF LIABILITY

12.1. Limitations: EXCEPT FOR INDEMNIFICATION OBLIGATIONS UNDER SECTION 13, THE PARTIES AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR YOUR OBLIGATIONS TO PAY FEES UNDER THIS AGREEMENT AND FOR INDEMNIFICATION OBLIGATIONS UNDER SECTION 13, EITHER PARTY’S AGGREGATE LIABILITY SHALL NOT EXCEED THE SUBSCRIPTION FEES FOR THE SERVICES PAID OR PAYABLE TO SAGE IN THE 12-MONTH SUBSCRIPTION PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR, IF SUCH CLAIM ARISES DURING THE FIRST 12-MONTH SUBSCRIPTION PERIOD OF THIS AGREEMENT, DURING SUCH PERIOD.

12.2. Scope: The exclusions and limitations above apply to all causes of action, whether arising from breach of contract, tort, breach of statutory duty, or otherwise, even if such loss was reasonably foreseeable or if one party had advised the other of the possibility of such loss, provided that nothing in this Agreement shall limit or exclude any liability which cannot be excluded or limited as a matter of law. The allocation of risk in this Agreement is reflected in the level of fees payable hereunder. A party may not circumvent the limitations of liability herein or receive multiple recovery under this Agreement by bringing separate claims or claims on behalf of its Affiliates.

13. Indemnity

13.1. Our Indemnification: Subject to section 13.5,

(a) and subject to Section 13.1(b), we will indemnify and defend you and your Affiliates, officers, directors, employees, and agents (at our expense) arising out of or in connection with any third-party claim alleging that your use of the Services (including any AI Generated Outputs) infringes the Intellectual Property Rights of a third party.

(b) in no event shall Sage, its Affiliates, employees, consultants, agents and subcontractors be liable to you to the extent that the alleged infringement is based on: (i) a customization or modification of the Services at your direction or by anyone other than us; (ii) your use of the Services in combination with any service, software, hardware, network, or system not supplied by us, if the alleged infringement relates to such combination; (iii) your use of the Services in a manner contrary to our written instructions or the Documentation; (iv) your continued use of the Services (including AI-Generated Output) after notice of an alleged or actual infringement from Sage or any appropriate authority; (v) Customer Data (including AI Input Data) provided by you or your Users; (vi) your modification, combination, or incorporation of AI-Generated Outputs with other materials, where the infringement arises from such modification, combination or incorporation; or (vii) Third-Party Services provided by Third-Party Providers, to the extent the infringement arises from such third-party elements.

13.2. OSS Component Limitation: Section 13.1 shall not apply in relation to any infringement to the extent caused or contributed to by a component which is covered by open source or similar licenses, and Sage Expense Management shall not be liable to Customer for any claim or liability to the extent it arises out of the use of such a component.

13.3. Indemnification by You: Subject to sections 13.4 and 13.5, you will defend and indemnify, and hold us and our Affiliates, officers, directors, employees, and agents harmless from and against any and all Damages to the extent arising out of or in connection with your and your Users’ acts or omissions in connection with: (i) your and your Users’ use of the Services; (ii) any Customer Data, including your or your Users' collection, retention or use thereof; or (iii) you or your Users’ breach of any of your obligations under this Agreement, including any claim by a third party alleging that: (a) the Customer Data, including your and your Users’ collection, retention or use of Customer Data infringes the rights of, or has caused harm to, a third-party; or (b) your use of the Services in breach of this Agreement infringes the rights of, or has caused harm to, a third-party, or otherwise violates applicable law (iv) your or your Users' use or misuse of any AI System that is not provided by us as part of the Services (including any external or third-party AI system used in connection with the Services), including any data breaches, data exfiltration, user or business profiling, security incidents, system damage, or third-party claims arising from or in connection with such use or misuse. If a settlement is reached or there is an adverse judgment in any such claim, you shall pay the settlement costs or final judgement awarded by a court with respect to such claim.

13.4. Notwithstanding the foregoing, section 13.3(iii) shall not apply to the extent that any such third‑party claim alleges infringement or misappropriation of third‑party Intellectual Property Rights solely attributable to: (a) instructional prompts, contextual injections, system-level inputs, or other technical content provided by or on behalf of Sage; or (b) Sage‑provided customization, or fine‑tuning data. Likewise, section 13.3(iv) shall not apply to the extent that the relevant third-party claim is solely attributable to: (a) instructional prompts, contextual injections, system-level inputs, or other technical content provided by or on behalf of Sage; or (b) Sage-provided customization, or fine-tuning data.

13.5. Indemnification Procedure: In the event of a potential indemnity obligation under this section 13, the indemnified party shall provide to the indemnifying party: (i) prompt written notice of the claim or a known threatened claim, such that the indemnifying party’s ability to defend the claim is not prejudiced; and (ii) control of, and reasonable assistance in, the defense and settlement of the claim, at the indemnifying party’s expense. Without the prior written consent of the indemnified party, the indemnifying party shall not settle or consent to an adverse judgment in any such claim that adversely affects the rights or interests of, or imposes additional obligations on, the indemnified party.

13.6. Exclusive Remedy: The indemnification obligations set forth above represent the sole and exclusive liability of the indemnifying party and the exclusive remedy of the indemnified party for any third-party claim described in this section.

14. Confidentiality, Data Privacy and Security

14.1. Obligations: The Recipient shall protect the Discloser’s Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. The Recipient may disclose Confidential Information to its Affiliates, employees, agents, and contractors with a legitimate need to know for the purposes of this Agreement, provided that they are bound by confidentiality obligations no less restrictive than those herein. The Recipient shall be responsible for any breach by such parties.

14.2. Required Disclosure: The Recipient may disclose Confidential Information to the extent required by law, court order, or governmental authority, provided that (where legally permissible) the Recipient gives the Discloser prompt written notice of such requirement and reasonable assistance (at the Discloser’s expense) in seeking to limit or contest such disclosure.

14.3. Injunctive Relief: The parties agree that a breach of this Section may cause irreparable harm for which monetary damages are inadequate, and the Discloser shall be entitled to seek equitable relief (including injunctions) in addition to any other remedies available at law.

14.4. Security of Customer Data: Sage Expense Management shall maintain appropriate technical and organizational measures designed to protect the confidentiality, integrity, and availability of Customer Data, in accordance with applicable data protection laws and industry standards. These include administrative, technical, and physical safeguards to prevent unauthorized access, disclosure, alteration, or destruction of Customer Data. Details of these measures may be made available upon written request.

14.5. Network Responsibility: The Services are provided over the Internet and networks not exclusively controlled by Sage Expense Management. Accordingly, Sage Expense Management is not responsible for any interception, alteration, or loss of Customer Data during transmission through networks outside its control.

14.6. Personal Data: To the extent Sage Expense Management processes any Personal Data on Your behalf, Sage Expense Management will do so as a data processor and only in accordance with Your documented instructions, this Agreement, and applicable law. Sage Expense Management’s collection and use of Personal Data related to Your account registration or use of the Service(s) are governed by Sage Expense Management’s Privacy Policy and the Data Processing Agreement, as updated from time to time.

14.7. Data Retention and Export: Upon termination or expiration of this Agreement, You may request export of Customer Data within thirty (30) days. After this period, Sage Expense Management may delete Customer Data in accordance with its data retention policy. Once deleted, Customer Data cannot be recovered. Please see the Data Protection Addendum and the Privacy Notice for further details of data retention.

14.8.Notwithstanding Section 14.7:

(c) AI Data does not form part of any Customer Data export under Section 14.7 and cannot be exported or returned to you;

(d) Sage is not obligated to delete AI Data following termination or expiration of this Agreement, and Sage's rights to use AI Data under section 14.2 shall survive termination; and

(e) AI Data is not subject to deletion requests; and

(f) For the avoidance of doubt, where any data constitutes both Customer Data and AI Data, it shall be treated as AI Data for the purposes of this section 14.7.

14.7. Legal Access and Disclosure: Sage Expense Management may access or disclose information about You, Your Account, or Customer Data if required to do so by law or legal process, or to protect Sage Expense Management’s legal rights or enforce its terms. Suspected fraudulent, abusive, or illegal activity may be referred to law enforcement authorities.

15. Term, Termination and Suspension

15.1.Term: The term of this Agreement and any applicable Subscription Term are as stated in the Order Form or other mutually executed ordering document.

15.2. Termination by You: You may terminate this Agreement for cause upon written notice if We materially breach these Terms and fail to cure such breach within thirty (30) days of receiving written notice. In such case, We shall refund any prepaid and unused Subscription Charges applicable to the period after termination.

15.3. Suspension and Termination by Sage Expense Management::

(a) Suspension for Cause: We may suspend Your access to the Services immediately if: (i) You fail to make timely payments; (ii) You materially violate this Agreement and do not cure the violation within thirty (30) days after notice; or (iii) suspension is necessary to prevent unauthorized access, to comply with law, or to mitigate security risks.

(b) Termination: We may terminate this Agreement immediately if You become insolvent, subject to bankruptcy proceedings, or cease business operations.

(c) Effect of Suspension: During any suspension, You remain responsible for all fees and charges incurred.

15.4. Effect of Termination: Upon termination or expiration:

(i) all rights granted under this Agreement shall immediately terminate;

(ii) You shall cease all access to and use of the Service(s); and

(iii) each party shall return or destroy the other’s Confidential Information, except as required by law.

Sections 1, 9, 11, 12, 13, 15 and 17 shall survive termination.

15.5. Post-Termination Data Handling: Following termination, Customer Data will be retained for thirty (30) days to allow You to export such data. Thereafter, Sage Expense Management may permanently delete Customer Data unless legally prohibited.

15.6. Notwithstanding Section 15.15:

(a) AI Data does not form part of any Customer Data export under Section 16.5 and cannot be exported or returned to you;

(b) Sage is not obligated to delete AI Data following termination or expiration of this Agreement, and Sage's rights to use AI Data hereunder shall survive termination; and

(d) For the avoidance of doubt, where any data constitutes both Customer Data and AI Data, it shall be treated as AI Data for the purposes of this section 15.5.

16. Changes to Terms

Sage Expense Management reserves the right to modify these Terms or its policies at any time. Material changes will be communicated to You via email or in-app notice at least thirty (30) days prior to taking effect. Your continued use of the Services after such date constitutes acceptance of the modified Terms. If You do not agree to the revised Terms, You may discontinue use of the Service(s) prior to the effective date of such changes.

17. General Provisions

17.1. Compliance with Laws: Each party shall comply with all applicable laws and regulations in relation to the Services, including applicable sanctions (including those of the Office of Foreign Assets Control (OFAC), the United Nations, the United Kingdom, and the European Union), anti-bribery, anti-corruption, and tax evasion laws; provided, however, that our compliance with the Health Insurance Portability and Accountability Act of 1996, as amended, requires a separate written agreement by us. Each party shall maintain appropriate controls and procedures to be able to demonstrate compliance with such laws and regulations.

17.2. The Services may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it and its Affiliates are not named on any denied-party (or similar target sanctions) list and that its Affiliates are not owned or controlled by a politically exposed person. You shall be obliged to notify us if, during the term of this Agreement, you or any of your Affiliates become named on any U.S. government “denied persons list” (or equivalent targeted sanctions list) or you become owned or controlled by a politically exposed person. In the event that these circumstances arise, we shall be entitled to terminate this Agreement immediately on written notice to you. You shall not permit Users to access or use the Services in a U.S. embargoed country or in violation of any U.S., UK or EU export laws or regulations or in any Prohibited Territories. “Prohibited Territories” means: (i) any country or territory that is subject to to comprehensive state or government wide sanctions by the United Kingdom, the European Union, or the U.S.; and (ii) any other country or territory that becomes subject to such sanctions by the United Kingdom, the European Union, or the U.S. after the Effective Date. You shall have and shall maintain throughout the term of this Agreement appropriate procedures and controls to ensure and be able to demonstrate your compliance with this Section 17.2. Each party will promptly report to the other party if it has violated, or if a third party has a reasonable basis for alleging that it has violated, this section. In the event that this Section 17.2 is breached by you, we shall have a right to immediately suspend your use of the Services to the extent that we consider necessary without prior notice and/or terminate the Agreement immediately on written notice to you. You shall indemnify (and keep indemnified) Sage and our officers, directors, employees, attorneys and agents against any damages arising out of or in connection with your (or your Users) breach of this Section 17.2.

17.3. You shall assist in any reasonable due diligence process we may ask you to participate in from time to time to ensure your compliance with this Agreement and this Section 17. You shall provide us with all reasonable co-operation, information and assistance in relation to our due diligence processes for any purpose, including but not limited to enabling us to establish ownership and to identify any territory in which you and any or all of your Users use and access the Services for whichever purpose. Your failure to engage in any such a process and/or provide the required information shall be deemed to be a material breach of this Agreement and we shall have a right to terminate this Agreement immediately on written notice to you.

17.4. U.S. Government Users: The Services and our Confidential Information are commercial items. If they are being used by or on behalf of the U.S. Government, then the U.S. Government’s rights in them will be only those specified in this Agreement, consistent with FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable.

17.5. Unfair Competition: You may not use the Services or any materials provided by us to build a competitive product or service or to benchmark with a non-Sage product or service.

17.6. Assignment: Neither party may assign any rights or obligations under this Agreement without the other party’s prior written consent, except that a party may assign this Agreement in its entirety in connection with a merger, acquisition, spin-off, corporate reorganization or restructuring, or sale of substantially all of its assets. Any attempted assignment in breach of this Agreement shall be void.

17.7. Remedies Not Exclusive: Except as expressly set forth herein, any remedy in this Agreement is not exclusive of any other available remedy.

17.8. Third Party Beneficiaries: Certain of the Services may be provided by our Affiliates. In such case, each such Affiliate shall be a third-party beneficiary of this Agreement to the extent of such Services. Except as expressly set out in this Agreement, a person who is not a party to this Agreement will have no rights to enforce it.

17.9. Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous written and oral agreements, negotiations, and discussions between the parties regarding the subject matter herein. The parties acknowledge that in entering into this Agreement they have not relied on and will have no rights or remedies in respect of any statement, representation, assurance, or warranty other than as expressly set out in this Agreement. Nothing shall limit or exclude either party’s liability for fraud.

17.10. Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, then to the extent possible such provision shall be construed to reflect the intent of the original provision, with all other provisions in this Agreement remaining in full force and effect.

17.11. No Partnership or Agency: Each party is an independent contractor, and neither party has any authority to act on behalf of the other. Neither party will represent itself as agent, servant, franchisee, joint venture, or legal partner of the other. We are entering into this Agreement as principal and not as agent for any other Sage company, and claims under this Agreement may be brought only against us and not against any of our Affiliates.

17.12. Waiver: A party’s failure or delay to exercise any right under this Agreement will not act as a waiver of such right. Rights may only be waived in writing signed by the waiving party.

17.13. Force Majeure: Notwithstanding any provision contained in this Agreement, neither party will be liable to the other to the extent performance of any obligations under this Agreement is delayed or prevented by a Force Majeure event.

17.14. Order of Precedence: In the event of any express conflict or inconsistency, the order of precedence shall be: (i) your Order; (ii) the Data Processing Agreement; (iii) these terms (including any annexes or exhibits hereto); and (iv) the Documentation.

17.15. Updates: From time to time, we may amend these terms. We will notify you of any material changes by promptly sending an email or posting a notice in the Services. By continuing to access or use the Services after such notice, you are indicating that you agree to be bound by the modified terms. Notwithstanding the foregoing, if the changes have a material adverse impact on and are not acceptable to you, then you must notify us within 30 days after receiving notice of the change. If we cannot accommodate your objection, then the prior terms shall remain in force until the expiration of your then-current subscription period. Any renewed subscription will be governed by our then-current terms.

17.16. No Publicity: Neither party shall make any public statement about this Agreement or the relationship of the parties governed by this Agreement that identifies the other party without the other party’s prior written consent, except that while you are a customer, Sage may use your name and logo in its customer list in a manner that does not suggest endorsement.

17.17. Governing Law; Dispute Resolution: The validity, construction, and application of this Agreement will be governed by the internal laws of the State ofGeorgia, excluding its conflict of laws provisions. The parties agree to resolve all disputes related to this Agreement by binding individual arbitration before one arbitrator and will not bring or participate in any representative action. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules, and shall take place in Fulton County, Georgia. Any challenge to arbitrability shall be decided by the arbitrator. Judgment on the arbitration award may be entered in any court having jurisdiction. In the event a party seeks injunctive relief from a court, the parties consent to the exclusive jurisdiction and venue of the federal and state courts located in Fulton County, Georgia. For the avoidance of doubt, the United Nations Convention on Contracts for the International Sale of Goods shall not apply.

17.18. Notices: Except as otherwise specified in this Agreement, any notice required under this Agreement will be in writing and sent by pre-paid mail, courier service or email to the contact address or email last provided in writing to the notifying party by the notified party. Any notice will be deemed received: (i) if sent by pre-paid mail, 48 hours after posting; (ii) if sent by courier, on the next business day; or (iii) if sent by email, at 9 a.m. recipient’s local time on the next business day after the email is sent, or earlier if the intended recipient has confirmed receipt either expressly or by conduct.

17.19. Interpretation: Headings are for convenience only and may not be used in interpretation. The words “such as” and “including” do not signify limitation. This Agreement shall not be interpreted against the drafter.

18. Sage Expense Management Contracting Entity, Notices, Governing Laws and Venue

18.1. The validity, construction, and application of this Agreement will be governed by the internal laws of the State of Georgia, excluding its conflict of laws provisions. The parties agree to resolve all disputes related to this Agreement by binding individual arbitration before one arbitrator and will not bring or participate in any representative action. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules, and shall take place in Fulton County, Georgia. Any challenge to arbitrability shall be decided by the arbitrator. Judgment on the arbitration award may be entered in any court having jurisdiction. In the event a party seeks injunctive relief from a court, the parties consent to the exclusive jurisdiction and venue of the federal and state courts located in Fulton County, Georgia. For the avoidance of doubt, the United Nations Convention on Contracts for the International Sale of Goods shall not apply. TT

18.2. Sage Expense Management may give notice by means of a general notice on the Services via electronic mail to Your email address. You may give notice to Sage Expense Management either via electronic mail to Sage Expense Management’s email address  privacy@fylehq.com or to the address mentioned above as may be applicable

18.3. You agree to the applicable governing law above, without regard to conflict-of-law principles, and to the exclusive jurisdiction of the courts listed above. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

19. Contact Information

Sage Expense Management welcomes Your questions or comments regarding the Terms: You can email us at privacy@fylehq.com

20. Supplemental Terms

Feature-Specific Terms

For avoidance of doubt, in the event of a conflict or inconsistency between the rest of the Supplemental Terms and these Feature-Specific Terms, these Feature-Specific Terms shall prevail.

  • Developer Terms

    API and Developer Tools. Use of Sage’s API to connect the Services to a Third-Party Service and/or use of the Sage Developer Tools to develop application(s) that interoperate with the Services may be subject to additional terms, including without limitation, Sage’s Developer License Agreement and/or AI Gateway Policy. Sage may update any terms associated with use of the Sage API or Sage Developer tools in its sole discretion

  • Downloadable Components

    Downloadable Components. The operation of certain modules of the Services requires the use of downloadable software components designed to be installed on desktop or mobile devices (“Downloadable Components”). The Downloadable Components are “Services” under this Agreement. Users may need to expressly opt into the use of certain Downloadable Components; in such cases, the operation of the Services which require such Downloadable Components is contingent on such opt-in by Users. We are not responsible for lack of use of the Services due to User refusal to install the Downloadable Components, lack of User opt-in (where required), or User opt-out (where enabled). Conditioned upon your compliance with the terms and conditions of this Agreement, we grant you the following limited, non-exclusive, non-transferable (except as expressly provided in this Agreement), royalty-free, revocable license: your authorized Users may download, install and run on supported devices the executable form of the Downloadable Components for purposes of using the Services’ modules which utilize the Downloadable Components and for which you have subscribed. In addition to the restrictions of this Agreement regarding the Services, you may not translate, disassemble, decompile, decrypt, or reverse engineer the Downloadable Components, or authorize or knowingly permit a third party to do any of the foregoing, except to the extent such activities are expressly permitted by law notwithstanding this prohibition or by licensing terms governing use of open-source components included with the Downloadable Components. We may, from time to time, update the Downloadable Components. The Downloadable Components and all copies thereof are licensed and not sold, and are protected by applicable law, including United States and foreign copyright laws and international treaties. The licenses in this section shall terminate at the earlier of the termination or expiration of this Agreement or the termination or expiration of your subscription to the Services’ module(s) which utilize the Downloadable Components. Upon license termination, you must cease all use of the Downloadable Components and promptly delete all copies, full or partial, thereof that are in your Users’ possession or control. Any service level agreement shall not apply to the Downloadable Components and to the operation of the Services’ module(s) dependent, in whole or in part, on the Downloadable Components.

  • Dwolla

    20.1 FOR CUSTOMERS DOMICILED IN THE U.S:

    • 20.1.1. For Admins and Orgs (Verified Customers): In order to use the payment functionality of Dwolla’s application, You must open a "Dwolla Platform" account provided by Dwolla, Inc. and You must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in the Dwolla account are held by Dwolla's financial institution partners as set out in the Dwolla Terms of Service. You authorize Dwolla to collect and share with Dwolla Your Personal Data including full name, date of birth, social security number, physical address, email address and financial information, and You are responsible for the accuracy and completeness of that data. You understand that You will access and manage Your Dwolla account through Dwolla application, and Dwolla account notifications will be sent by Dwolla, not Sage Expense Management. Sage Expense Management will use commercially reasonable efforts to provide customer support for Your Dwolla account activity, and can be reached by raising a support case within SalesForce.

    • 20.1.2. For Employees (Receive Only Customers): You expressly authorize Dwolla, Inc. to originate credit transfers to Your financial institution account. You authorize Dwolla to collect and share with Dwolla Your Personal Data including full name, email address and financial information, and You are responsible for the accuracy and completeness of that data. Dwolla’s Privacy Policy is available here.

    • 20.1.3. Indemnification by You: You are responsible for all reversed or failed transactions, fees, claims, fines, penalties, and other liabilities incurred by Us, Dwolla, Dwolla’s financial institution partners, or other Dwolla customers arising from Your use of Your Dwolla account or any breach of Dwolla’s Terms of Service. Without limiting the foregoing, You agree to indemnify Us, Dwolla, and Dwolla’s financial institution partners for any liability relating to a transaction that: (i) is reversed in accordance with Dwolla or its financial institution partners’ risk management policies; (ii) is reversed in accordance with applicable laws, including without limitation, by ACH return (as that term is defined under the Nacha Rules), (iii) fails due to Your error; (iv) fails due to the provision of inaccurate information; (v) fails due to You having insufficient funds; or (vi) is canceled or rejected by You or the recipient or sender, or Your or their bank or credit union (each, a “Reversal”).

    • 20.1.4. Actions Against You in Case of Reversal: In the event of a Reversal, You authorize Sage Expense Management to charge You a penalty of $25 (Twenty five United States Dollars) per Reversal. Further, Sage Expense Management may, on Dwolla’s instructions: (a) Suspend Your access to Your Dwolla Account or the Dwolla-Enabled Services (as the terms may be defined in the Dwolla Terms of Service); (b) Suspend Your access to Your funds held in a Dwolla Balance (as defined in the Dwolla Terms of Service) for up to ninety (90) days; (c) Close Your Dwolla Account; (d) Contact Your bank or credit union, contacting law enforcement or other third parties impacted by Your activities; and (e) Take legal action against You.

  • 21. Card Programs

    • 21.1. Personal Card Program: As part of the Expense Management Services, Your Users may elect to connect their personal cards with the Expense Management Services for the purpose of importing expenses and simplifying the reimbursement process. By participating in the Personal Card Program, You agree that Our service providers may monitor transactions on Your User’s personal card at participating merchants to and share Transaction Data with Us as described in Our Privacy Policy.

    • 21.2. Removal of Personal Card: Your Users may remove their personal card from the Expense Management Services at any time by: (a) Deletion of the personal card by the User from the Expense Management Services; or (b) Raising a support ticket with Us to deactivate card integration; or (c) Terminating these Supplemental Terms. When Your Users remove a personal card, We will no longer receive future Transaction Data associated with Your Users’ personal card.

    • 21.3. Corporate Card Program: You may choose to connect Your corporate credit card program with the Expense Management Services by using any of the available methods mentioned below. By doing so, You agree that transactions made after connecting Your corporate cards may be monitored by Your Payment Card Network and the Transaction Data would be shared with Us, as described in Our Privacy Policy and solely for the purpose of providing the Service(s) to You. The following are the ways in which You may integrate Your corporate cards with the Expense Management Services: (a) Direct bank integration (b) By uploading Your Users’ statements to the Service(s) (c) By connecting Your corporate cards to the Service(s) via Payment Card Networks.

    • 21.4. Removal of Corporate Card: You may remove Your corporate card from the Service(s) at any time by: (a) Unenrolling of the corporate cards if the corporate credit card program is based on direct card enrollment; or (b) Cancelling the authorization with Your bank representative; or (c) Terminating these Terms; or (d) Raising a support ticket with Us to deactivate card integration.

      When You remove a corporate card, We will no longer receive future Transaction Data associated with Your corporate card.

    • 21.5. Qualifying Transactions: When You connect your corporate credit card program with the Expense Management Services, the Expense Management Services is limited to corporate card transactions processed through Payment Card Networks and payment card processors with which We are integrated. If a corporate card transaction is processed outside one of such Payment Card Networks or payment card processors, We will not receive the Transaction Data and We will not be able to provide the Expense Management Services with respect to such transaction. When You use Visa as Your Payment Card Network, the following will not be eligible for use with the Service(s): (a) non-eligible cards including, without limitation, corporate and purchasing cards, Health Savings Account (HSA) cards, Flexible Spending Account (FSA) cards, government-administered prepaid cards (including EBT cards), insurance prepaid cards and Visa Buxx. (b) Non-eligible merchant locations or transactions including PIN-based purchases, payments made through third-party digital wallets or payment apps other than Apple Pay® and other transactions not processed through Visa’s own system. Do not use a Personal Identification Number (PIN) when paying for Your transactions if You want the transaction to qualify for use of the Expense Management Services.

    • 21.6. Cessation of Monitoring of Transaction Data: Monitoring and sharing of Transaction Data by Payment Card Networks will cease where, (i) You do not access and/or use the card program in any manner for a period of twelve (12) calendar months, (ii) upon revocation of consent to monitoring and sharing of Transaction Data in accordance with the Privacy Policy, or (iii) You become no longer eligible to participate in the card program.

    • 21.7. DISCLAIMER OF LIABILITY: NEITHER US NOR THE PAYMENT CARD NETWORK SHALL HAVE ANY LIABILITY IN CONNECTION WITH YOUR USE OF YOUR CORPORATE CREDIT CARD PROGRAM WITH THE EXPENSE MANAGEMENT SERVICES OR THE EXERCISE OF ANY RIGHTS GRANTED THEREIN, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    • 21.8. Indemnification: You will indemnify and hold Sage Expense Management and/or Payment Card Networks harmless against any claim brought by a third party against Sage Expense Management and/or Payment Card Networks, and their respective employees, officers, directors and agents arising from Your acts or omissions in connection with Section 2.3 of the Supplemental Terms provided that (a) They promptly notify You of the threat or notice of such a claim, (b) You have or will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such claim; and (c) They fully cooperates with You in connection therewith.

    • 21.9. Third-Party Integration with Card Programs: When You authorize Sage Expense Management’s connection with Your card programs, the Expense Management Services will be connected by Envestnet | Yodlee, who will act as Our service provider for collection, use, storage, and handling of Your account information, account access information, and registration information, and will collect Your Personal Data for providing these services. When You request data from a source connected to the Expense Management Services, Yodlee collects that data and provides it to Us. Yodlee acts on Our behalf in this process, which means We share Your data with Yodlee as one of Our service providers. For more information on how Yodlee collects, uses, stores, and handles Your data, please see Envestnet | Yodlee’s Commitment to its Clients and their Users (www.yodlee.com/clients-consumers). If there is any inconsistency between Yodlee’s Commitment and these Feature-Specific Terms regarding Yodlee’s activities, then Yodlee’s Commitment shall prevail.

  • 22. Commute Deductions Feature

    22.1. The ‘Commute Deductions’ feature enables the User to automate the calculation and deduction of commute distances from mileage expenses. You acknowledge that for the provision of this feature, Users’ home and work location address (referred together as “Commute Data”) will be collected and processed as a part of the Customer Data. Users will have an option to opt out from utilizing this feature anytime by writing to the Customer and if they do so it shall not affect the provision of any features or the Expense Management Services. Notwithstanding anything in the Main Agreement to the contrary, Commute Data will be deleted or destroyed within fifteen (15) days from the date of Sage Expense Management becoming aware of such opt-out request.

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