SageSims Master Subscription and Services Agreement (MSSA)

Effective Date: December 1, 2025

This Master Subscription and Services Agreement (“Agreement”) is entered into as of the Effective Date identified in the first Order Form between:

SageSims. SageSims LLC (“SageSims”, “we”, “us”, or “our”), and
Customer. The entity identified as “Customer” in the applicable Order Form (“Customer”, “you”, or “your”).

This Agreement governs Customer’s access to and use of SageSims’ subscription services and related professional services as described in one or more Order Forms executed by the parties.

If Customer does not agree to this Agreement, Customer must not access or use the Services.

1. Structure of the Agreement

1.1 Order Forms.

Customer may purchase subscriptions and services under one or more written or electronic order forms that reference this Agreement (“Order Form”). Each Order Form will describe the Services purchased, subscription terms, fees, and any product specific details.

1.2 Schedules and incorporated documents.

The following documents are incorporated by reference and form part of this Agreement, as updated from time to time in accordance with their terms.

Service Level Agreement and Support Policy (Decision Readiness Lab and Campus Lab)
Data Processing Addendum, including Security / Technical and Organizational Measures schedule
Acceptable Use Policy
Online Terms of Use
Privacy Policy
Simulation Participant Code of Conduct and Acknowledgment

1.3 Order of precedence.

If there is a conflict, the following order of precedence applies.

(a) An Order Form (for that Order only).

(b) This Agreement.

(d) The SLA and other schedules and policies.

2. Definitions

2.1 “Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

2.2 “Authorized Users” means individuals who are authorized by Customer to use the Services, for example board members, executives, employees, contractors, students, or facilitators under Customer’s control, and who are given individual user accounts or access links.

2.3 “Customer Data” means data and content that Customer or Authorized Users submit to or generate in the Services, excluding SageSims Materials.

2.4 “Documentation” means product and services documentation made available by SageSims, including online help, service descriptions, and technical resources.

2.5 “Personal Data” has the meaning given in the DPA and Applicable Data Protection Law, to the extent included in Customer Data.

2.6 “Professional Services” means consulting, facilitation, design, training, or other services provided by SageSims as identified in an Order Form or statement of work (“SOW”). This includes Decision Readiness Intensives, All Hands Simulation Days, Decision Readiness Blueprint, and Decision Readiness Action Lab.

2.7 “Services” means, together.

(a) the Subscription Services, and

(b) the Professional Services.

2.8 “Subscription Services” means SageSims’ hosted software and online services specified in an Order Form. This includes the SageSims Decision Readiness Lab, Campus Lab, and Simulation Coach Academy.

Capitalized terms not defined here have the meaning given elsewhere in this Agreement or in the applicable schedule.

3. Services and access rights

3.1 Provision of Services.

SageSims will make the Subscription Services available to Customer and its Authorized Users during the applicable subscription term identified in an Order Form, subject to this Agreement and the Order Form.

3.2 License and access grant.

Subject to Customer’s payment of fees and compliance with this Agreement, SageSims grants Customer a limited, non exclusive, non transferable, worldwide right for Authorized Users to access and use the Subscription Services and Documentation during the subscription term for Customer’s internal training, simulation, educational, and decision readiness purposes.

3.3 Usage limits.

Use of the Subscription Services is subject to the usage limits set out in the relevant Order Form, for example number of named users, facilitator seats, or other metrics. Customer will not exceed these limits except as agreed in a new or amended Order Form.

3.4 Professional Services.

SageSims will provide Professional Services as described in the applicable Order Form or SOW. Unless expressly stated otherwise, Professional Services are provided on a time and materials or fixed fee basis and are not subject to the Availability Commitment in the SLA.

3.5 Trial and evaluation.

SageSims may make certain Services available for trial or evaluation. Trials are provided as is, with no SLA or support commitment, and may be suspended or terminated at any time.

4. Customer responsibilities

4.1 Customer accounts and users.

Customer is responsible for.

(a) designating Authorized Users and managing their access rights.

(b) maintaining the confidentiality of login credentials, and

4.2 Customer systems.

Customer is responsible for acquiring and maintaining any hardware, software, network connectivity, and third party services required to access the Services.

4.3 Acceptable use.

Customer and its Authorized Users must use the Services in accordance with the Acceptable Use Policy, Participant Code of Conduct, this Agreement, and Applicable Law. Customer is responsible for ensuring that Authorized Users comply with these obligations.

4.4 Customer Data.

Customer is responsible for Customer Data, including ensuring it is accurate, lawful, and does not contain unnecessary sensitive information. Customer will not upload any Personal Data that is subject to heightened legal protections without informing SageSims and confirming both parties can meet applicable requirements.

5. Intellectual property and data

5.1 Ownership of Services and SageSims Materials.

SageSims and its licensors own all right, title, and interest in and to the Services and Documentation, including all scenarios, simulations, content, software, interfaces, designs, and underlying technology (“SageSims Materials”), together with all associated intellectual property rights. Except for the limited rights expressly granted in this Agreement, no other rights are granted.

5.2 Customer Data ownership.

As between the parties, Customer retains all right, title, and interest in and to Customer Data. SageSims will not acquire any rights in Customer Data except as described in this Agreement.

5.3 License to Customer Data.

Customer grants SageSims a non exclusive, worldwide license to host, copy, process, transmit, display, and use Customer Data.

(a) as necessary to provide, maintain, and support the Services.

(b) to prevent or address technical, security, or support issues.

(d) to generate de identified or aggregated data.

5.4 Aggregated and de identified data.

SageSims may create and use aggregated or de identified data derived from Customer Data and usage of the Services for analytics, product improvement, benchmarking, and thought leadership, provided that such data does not identify Customer or any individual.

5.5 Feedback.

If Customer or Authorized Users provide feedback or suggestions about the Services, SageSims may use that feedback without restriction and without obligation to Customer.

6. Data protection and security

6.1 Data Processing Addendum.

To the extent SageSims Processes Personal Data on behalf of Customer, the Data Processing Addendum and its Security / Technical and Organizational Measures schedule apply and form part of this Agreement.

6.2 Privacy Policy.

SageSims’ Privacy Policy describes how SageSims collects and uses personal information in its role as a data controller and in connection with its websites and marketing activities.

6.3 Security.

SageSims will maintain appropriate technical and organizational measures to protect Customer Data as set out in the DPA and Security schedule.

7. Service levels and support

7.1 Availability and support.

For Decision Readiness Lab and Campus Lab, SageSims will provide service levels and support in accordance with the SLA and Support Policy. The SLA describes the Availability Commitment, exclusions, incident response targets, and service credits.

7.2 Service changes.

SageSims may make changes to the Services, including improvements, updates, or modifications, provided that such changes do not materially reduce the core functionality of the Services purchased under an active subscription.

8. Fees and payment

8.1 Fees.

Customer will pay the fees specified in each Order Form. Unless stated otherwise, fees are in U.S. dollars, exclusive of taxes, and non refundable except as expressly provided in this Agreement or the Order Form.

8.2 Invoicing and payment terms.

SageSims will invoice Customer as set out in the Order Form. Customer will pay all undisputed amounts within the payment period stated in the Order Form or, if none is stated, within thirty (30) days of the invoice date.

8.3 Taxes.

Customer is responsible for all sales, use, VAT, and other taxes associated with its purchases, excluding taxes based on SageSims’ net income.

8.4 Late payment.

SageSims may charge interest on overdue amounts at the lesser of one and one half percent (1.5%) per month or the maximum rate permitted by law and may suspend Services for material non payment after reasonable notice.

9. Term, renewal, and termination

9.1 Term of Agreement.

This Agreement starts on the Effective Date of the first Order Form and continues until all subscription terms have expired or all Orders have been terminated, unless terminated earlier in accordance with this Agreement.

9.2 Subscription term and renewal.

Each subscription term is set out in the applicable Order Form and will renew as specified there, for example automatically for successive periods unless either party provides non renewal notice within the stated time.

9.3 Termination for cause.

Either party may terminate this Agreement or any affected Order Form.

(a) upon thirty (30) days’ written notice if the other party materially breaches this Agreement and fails to cure within that period, or

(b) immediately if the other party becomes insolvent, enters bankruptcy, or ceases business in the ordinary course.

9.4 Suspension.

SageSims may suspend access to the Services if.

(a) Customer fails to pay undisputed amounts when due and does not cure within a reasonable period after notice.

(b) Customer’s use poses a security risk, violates the AUP, or could harm other customers or the Services.

SageSims will limit any suspension to what is reasonably necessary and will restore access once the issue is resolved.

9.5 Effect of termination.

Upon termination or expiry of an Order Form.

(a) Customer’s right to use the Services under that Order Form ends.

(b) Customer will pay all fees due for the period up to the effective date of termination.

(c) SageSims will delete or anonymize Customer Data in accordance with the DPA and its standard retention practices, subject to Customer’s export rights and legal retention obligations.

10. Warranties and disclaimers

10.1 Mutual warranties.

Each party represents that it has the legal power and authority to enter into this Agreement and that its performance will not violate any other agreement.

10.2 SageSims warranty.

SageSims warrants that the Subscription Services will substantially conform to the Documentation and that Professional Services will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards for similar services.

10.3 Remedies.

Customer’s exclusive remedies for breach of the warranties in Section 10.2 are.

(a) for Subscription Services. SageSims will use commercially reasonable efforts to correct the nonconformity.

(b) for Professional Services. SageSims will re-perform the services that do not materially conform to the warranty.

If SageSims cannot cure a material nonconformity in a commercially reasonable time, either party may terminate the affected Order Form and SageSims will refund prepaid unused fees for the affected portion of the Services.

10.4 Disclaimers.

Except for the express warranties in this Agreement, the Services are provided “as is” and “as available”. SageSims disclaims all other warranties and conditions, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, and non infringement. SageSims does not warrant that the Services will be uninterrupted or error free, or that simulations or outputs will guarantee any particular business results.

Some jurisdictions do not allow certain disclaimers, so parts of this section may not apply where prohibited by law.

11. Indemnities

11.1 SageSims IP indemnity.

SageSims will defend Customer against any third party claim that the Subscription Services, as provided by SageSims and used in accordance with this Agreement, infringe a third party’s intellectual property rights, and will pay any damages and costs finally awarded, or amounts agreed in settlement, that are attributable to such claim.

11.2 IP indemnity exclusions.

SageSims has no obligation for any claim to the extent it arises from.

(a) Customer Data or Customer’s materials.

(b) use of the Services in combination with materials not provided by SageSims, if the claim would not have arisen but for the combination.

(d) modifications to the Services not made by SageSims.

11.3 Mitigation.

If an infringement claim is made or appears likely, SageSims may.

(a) modify or replace the Services to be non infringing while substantially preserving functionality, or

(b) obtain rights for Customer to continue using the Services.

If neither option is commercially reasonable, SageSims may terminate the affected Services and refund prepaid unused fees.

11.4 Customer indemnity.

Customer will defend SageSims against third party claims arising from.

(a) Customer Data or Customer’s use of the Services that violates this Agreement, the AUP, or law, and

(b) any allegation that SageSims’ use of Customer’s trademarks or other materials as permitted in this Agreement infringes or misappropriates third party rights.

Customer will pay damages and costs finally awarded, or amounts agreed in settlement, that are attributable to such claims.

11.5 Indemnity procedures.

The indemnified party will.

(a) promptly notify the indemnifying party of the claim.

(b) grant the indemnifying party sole control of the defense and settlement, and

The indemnifying party will not settle a claim that imposes non monetary obligations on the indemnified party without its consent, not to be unreasonably withheld.

12. Limitation of liability

12.1 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, goodwill, or data, even if advised of the possibility of such damages and even if a remedy fails of its essential purpose.

12.2 Cap on direct damages.

To the maximum extent permitted by law, each party’s total aggregate liability arising out of or related to this Agreement will not exceed the total amounts paid or payable by Customer to SageSims for the Services giving rise to the liability in the twelve (12) month period immediately preceding the first event giving rise to the claim.

12.3 Exceptions.

The limitations in this Section 12 do not apply to.

(a) Customer’s payment obligations.

(b) either party’s indemnification obligations.

Any required broader rights or protections for Customer under non waivable law will apply in place of these limitations.

13. Confidentiality

13.1 Definition.

“Confidential Information” means information disclosed by one party to the other that is marked or identified as confidential or that should reasonably be understood as confidential by its nature, including business plans, pricing, product designs, security information, Customer Data, and this Agreement.

13.2 Obligations.

Each party will.

(a) protect the other’s Confidential Information using at least reasonable care.

(b) use it only to perform this Agreement.

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

13.3 Exclusions.

Confidential Information does not include information that is.

(a) already public when disclosed or becomes public without breach.

(b) already in the receiving party’s possession without duty of confidentiality.

(d) received from a third party without duty of confidentiality.

13.4 Compelled disclosure.

A party may disclose Confidential Information if required by law or court order. Where legally permitted, it will give prior notice to the other party and cooperate in seeking protective measures.

14. Publicity

With Customer’s consent, SageSims may identify Customer as a SageSims customer and use Customer’s name and logo on websites, presentations, and customer lists. Any deeper case study or quote will require separate approval.

15. Governing law and dispute resolution

15.1 Governing law.

This Agreement is governed by the laws of [insert jurisdiction], without regard to its conflict of laws rules.

15.2 Venue.

Any dispute arising out of or relating to this Agreement will be brought in the courts of [insert venue], and each party submits to the exclusive jurisdiction of those courts, subject to any mandatory consumer protection rules that cannot be waived.

15.3 Injunctive relief.

Nothing in this Agreement limits either party’s right to seek interim or injunctive relief in any court of competent jurisdiction to protect its Confidential Information or intellectual property.

16. Miscellaneous

16.1 Independent contractors.

The parties are independent contractors and this Agreement does not create any partnership, joint venture, or agency relationship.

16.2 Assignment.

Neither party may assign this Agreement without the other’s prior written consent, except that either party may assign it to an Affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee is not a direct competitor and assumes all obligations.

16.3 Force majeure.

Neither party is liable for delay or failure to perform due to events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, or internet service failures, provided it takes reasonable steps to mitigate.

16.4 Notices.

Notices under this Agreement must be in writing and sent to the address or email specified in the Order Form. Notices are deemed given when received, or when email delivery is confirmed, unless stated otherwise by law.

16.5 Entire agreement.

This Agreement, together with all Order Forms and incorporated schedules and policies, is the entire agreement between the parties on its subject and supersedes prior proposals or agreements, written or oral.

16.6 Amendments.

Any amendment to this Agreement must be in writing and signed by both parties, except that SageSims may update incorporated policies such as the SLA, AUP, Privacy Policy, and Online Terms in accordance with their terms.

16.7 Severability.

If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the parties will replace the invalid provision with one that best reflects the original intent.

16.8 No waiver.

Failure to enforce any provision is not a waiver of that provision or any other.

16.9 Counterparts.

This Agreement and any Order Form may be executed in counterparts and delivered electronically, each of which is deemed an original and together form one instrument.