SageSims Evaluation / Pilot Agreement

Effective Date: December 1, 2025

This Evaluation / Pilot Agreement (“Agreement”) is entered into as of the Effective Date between:

(“SageSims”, “we”, “us”, or “our”)

and

Customer: ________________________________________________

(“Customer”, “you”, or “your”)

Each a “Party” and together the “Parties”.

1. PURPOSE AND SCOPE

1.1 Purpose

This Agreement governs Customer’s time-boxed or discounted evaluation or pilot use of SageSims’ Decision Readiness Lab and/or Campus Lab (the “Pilot Services”) for the sole purpose of assessing whether to enter into a full subscription under SageSims’ Master Subscription and Services Agreement (“MSSA”).

1.2 Pilot Services

The Pilot Services may include:

(a) access to a limited production, pilot, or sandbox instance of Decision Readiness Lab and/or Campus Lab;

(b) a defined number of Authorized Users, cohorts, or classes;

(d) optional, light-touch facilitation, training, or debrief sessions, if expressly set out in the Order Form or Pilot Summary (collectively, the “Pilot Order”).

1.3 Non-production nature

Unless expressly stated in the Pilot Order, Customer will not use the Pilot Services for live production decision-making or external training but only for internal evaluation, pilot sessions, and proof-of-concept activities.

2. TERM AND PILOT PERIOD

2.1 Pilot Period

The “Pilot Period” will begin on the Pilot Start Date stated in the Pilot Order and will continue until the earlier of:

(a) the Pilot End Date in the Pilot Order; or

(b) termination of this Agreement under Section 9.

2.2 Time-boxed evaluation

The Pilot Period is fixed and time-boxed. Extensions or expansions (for example more users, more cohorts, or additional sessions) will require a written amendment or new Pilot Order.

2.3 Conversion to full subscription

If the Parties agree to proceed with a full subscription:

(a) the Parties will enter into the SageSims MSSA and a new Order Form; and

(b) from the MSSA effective date, the MSSA and its schedules (including the DPA, SLA, AUP, Privacy Policy, Online Terms, and Participant Code of Conduct) will govern Customer’s continued use of the Services. Any remaining Pilot Period may, by mutual agreement, be credited or rolled into the first subscription term.

3. FEES AND DISCOUNTS

3.1 Fees

Pilot fees, if any, are set out in the Pilot Order. Pilot pricing may be discounted compared to standard list pricing in consideration of:

(a) the limited term and scope; and/or

(b) Customer’s agreement to provide feedback, case study opportunities, or references if mutually approved.

3.2 Non-refundable

Unless expressly stated otherwise in the Pilot Order or required by law, Pilot fees are non-refundable, even if Customer chooses not to use the full scope of the Pilot Services.

3.3 Taxes

Fees are exclusive of taxes. Customer is responsible for any applicable sales, use, VAT, or similar taxes (excluding taxes based on SageSims’ net income).

4. ACCESS RIGHTS AND USAGE LIMITS

4.1 Limited license. Subject to this Agreement and payment of applicable fees, SageSims grants Customer a limited, non-exclusive, non-transferable right for Authorized Users to access and use the Pilot Services during the Pilot Period solely for internal evaluation and pilot purposes.

4.2 Authorized Users and limits. Customer will not exceed the scope and usage limits defined in the Pilot Order, including number of Authorized Users, student licenses, facilitators, cohorts, or events.

4.3 Restrictions. Customer will not:

(a) copy, modify, decompile, or reverse engineer the Pilot Services;

(b) use the Pilot Services to provide services to third parties (e.g., as a service bureau);

(d) use the Pilot Services in violation of this Agreement, the Acceptable Use Policy, or applicable law.

5. CUSTOMER RESPONSIBILITIES

5.1 Accounts and access. Customer is responsible for:

(a) designating Authorized Users;

(b) managing user accounts and role assignments; and

5.2 Internal policies and participants. Customer is responsible for:

(a) ensuring participants comply with internal policies and the SageSims Simulation Participant Code of Conduct and Acceptable Use Policy; and

(b) communicating to participants that the Pilot is a simulation and not real-world advice or a guarantee of outcomes.

5.3 Systems and connectivity. Customer is responsible for its own devices, network connectivity, conferencing platforms, and any third-party tools not provided by SageSims.

6. DATA, PRIVACY, AND SECURITY

6.1 Customer Data. As between the Parties, Customer owns all rights in Customer Data submitted to or generated by the Pilot Services. Customer is responsible for the accuracy and lawfulness of Customer Data.

6.2 Limited personal data. The Parties do not intend to Process highly sensitive personal data (such as health, credit card numbers, or government IDs) in the Pilot. Customer will not upload such data without prior written agreement and appropriate safeguards.

6.3 Data Processing Addendum. To the extent SageSims Processes Personal Data on behalf of Customer during the Pilot, the Parties agree that the SageSims Data Processing Addendum (including its Security / Technical and Organizational Measures schedule) is incorporated by reference and applies to the Pilot.

6.4 Aggregated and de-identified data. SageSims may create and use aggregated and de-identified data derived from the Pilot for analytics, benchmarks, and product improvement, provided it does not identify Customer or individuals.

6.5 Retention after Pilot. At the end of the Pilot Period, SageSims will retain Customer Data for a limited time for transition and internal analysis, then delete or de-identify it in accordance with its standard practices, unless the Parties enter into an MSSA and agree otherwise.

7. SERVICE LEVEL, SUPPORT, AND AVAILABILITY

7.1 Pilot-level support. During the Pilot Period, SageSims will provide commercially reasonable support, focused on:

(a) access and authentication issues;

(b) critical functional issues; and

7.2 SLA for pilots. Unless expressly stated in the Pilot Order:

(a) SageSims’ standard production SLA and service credits do not apply to free or heavily discounted pilots; and

(b) SageSims will use reasonable efforts to maintain high availability during the Pilot but makes no specific uptime commitment.

If the Pilot is designated as a “production-grade pilot” in the Pilot Order, the SageSims SLA for Decision Readiness Lab or Campus Lab may be incorporated by reference for that Pilot, and any deviations can be specified in the Pilot Order.

7.3 Scheduling support for events. Where the Pilot includes one or more live pilot simulations:

(a) SageSims will coordinate dates, roles, and set-up with Customer’s project lead;

(b) SageSims will provide facilitator(s) or remote support staff where specified in the Pilot Order; and

8. INTELLECTUAL PROPERTY AND FEEDBACK

8.1 Reservation of rights. SageSims and its licensors retain all rights in the Pilot Services, simulations, scenarios, content, software, and Documentation. No ownership rights are transferred to Customer under this Agreement.

8.2 Customer IP. Customer retains all rights in its own trademarks, logos, and proprietary content that may be used within the Pilot (e.g., tailored scenarios using Customer names or structure).

8.3 Feedback. Customer may choose to provide feedback, comments, or suggestions about the Pilot Services. SageSims may use such feedback without restriction and without obligation to Customer.

9. TERM AND TERMINATION

9.1 Term. This Agreement begins on the Effective Date and continues through the end of the Pilot Period, unless earlier terminated.

9.2 Termination for convenience. Either Party may terminate this Agreement for convenience upon written notice if:

(a) no live pilot event is scheduled within the next 14 days; and

(b) such termination will not disrupt a mutually confirmed Pilot session, unless the Parties agree on rescheduling or credit.

9.3 Termination for cause. Either Party may terminate this Agreement immediately upon notice if the other Party:

(a) materially breaches this Agreement and does not cure within thirty (30) days of written notice; or

(b) becomes insolvent or is subject to bankruptcy or similar proceedings.

9.4 Effect of termination. Upon termination or expiry:

(a) Customer’s right to use the Pilot Services ends;

(b) Customer will pay any due and payable Pilot fees (if any) up to the effective date of termination; and

10. WARRANTIES AND DISCLAIMERS

10.1 Limited pilot warranty. SageSims will provide the Pilot Services using reasonable skill and care, consistent with the limited scope of the Pilot and the level of fees (if any).

10.2 “As-is” pilot. The Pilot Services are provided “as is” and “as available”, with no uptime or performance guarantees unless expressly agreed in the Pilot Order. To the maximum extent permitted by law, SageSims disclaims all other warranties and conditions, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

10.3 Simulation limits. Customer acknowledges that simulations, scenarios, and outputs are illustrative and educational. They do not constitute legal, financial, or other professional advice and do not guarantee real-world outcomes.

11. LIMITATION OF LIABILITY

11.1 Exclusion of certain damages. To the maximum extent permitted by law, neither Party will be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for loss of profits, revenue, or goodwill, arising out of or relating to this Agreement, even if advised of the possibility of such damages.

11.2 Cap on liability. To the maximum extent permitted by law, each Party’s total aggregate liability arising out of or relating to this Agreement will not exceed:

(a) the Pilot fees actually paid by Customer to SageSims under this Agreement; or

(b) if the Pilot is free, one thousand US dollars (USD 1,000).

11.3 Exceptions. The limitations in this Section 11 do not apply to:

(a) Customer’s payment obligations;

(b) Customer’s breach of SageSims’ intellectual property rights; or

12. CONFIDENTIALITY

12.1 Confidential Information. Each Party may disclose Confidential Information to the other in connection with the Pilot. Confidential Information includes non-public business, technical, pricing, and product information, Customer Data, and this Agreement.

12.2 Obligations. Each Party will:

(a) use the other’s Confidential Information only to perform this Agreement;

(b) protect it using at least reasonable care; and

(c) not disclose it to third parties except to employees, contractors, or advisors who need to know and are bound by confidentiality obligations.

12.3 Exceptions and compelled disclosure. Standard exceptions apply (public, already known, independently developed, rightfully received from third party), and disclosure is allowed where required by law, with notice where legally permitted.

13. PUBLICITY AND PILOT STORY

With Customer’s prior written consent, SageSims may identify Customer as a pilot customer and, if mutually agreed, develop a case study, testimonial, or joint story once the Pilot is complete or converts to subscription. No public use of Customer’s name or logo will occur without prior approval.

14. GOVERNING LAW AND VENUE

This Agreement is governed by the same governing law and venue chosen in the Parties’ MSSA (if in place) or, if no MSSA exists, by the law and courts of __________________________, without regard to conflict-of-law rules.

15. MISCELLANEOUS

15.1 Entire agreement. This Agreement, together with any referenced DPA and Pilot Order, is the entire agreement for the Pilot and supersedes prior discussions regarding the Pilot Services.

15.2 Order of precedence. If there is a conflict between this Agreement and a Pilot Order, the Pilot Order controls solely for the Pilot scope described in it.

15.3 Assignment, notices, and other standard clauses. The Parties may include, by reference or in full, the assignment, notice, severability, and no-waiver provisions used in the SageSims MSSA.

SIGNATURES

Customer:

Signature: __________________________________________

Name: ______________________________________________

Title: _______________________________________________

Date: ____ / ____ / ______

SageSims:

Signature: __________________________________________

Name: Tyson Martin

Title: CEO & Co-Founder

Date: ____ / ____ / ______

SageSims Evaluation / Pilot Agreement

SIGNATURES

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