Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (either an individual or an entity, "you" or "Customer") and Segmently, Inc. ("Segmently," "we," "us," or "our") governing your access to and use of the Segmently A/B testing and optimization platform, including our website, applications, APIs, and related services (collectively, the "Services").

BY ACCESSING OR USING OUR SERVICES, CREATING AN ACCOUNT, OR CLICKING "I AGREE" OR A SIMILAR BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and "you" refers to that entity.

2. Changes to Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will:

• Update the "Last Updated" date at the top of these Terms
• Notify you via email at least 30 days before the changes take effect
• Display a prominent notice on our website
• Require your acceptance for material changes that affect your rights

Your continued use of the Services after the effective date of any changes constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Services and may terminate your account.

3. Eligibility and Account Registration

3.1 Eligibility

You must be at least 18 years old and capable of entering into a legally binding contract to use our Services. By using the Services, you represent and warrant that you meet these eligibility requirements.

3.2 Account Registration

To access certain features of the Services, you must register for an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information to keep it accurate and current
• Maintain the security of your account credentials and not share them with others
• Immediately notify us of any unauthorized access to or use of your account
• Accept responsibility for all activities that occur under your account

3.3 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials. We are not liable for any loss or damage arising from your failure to protect your account information. You agree to use a strong, unique password and to enable two-factor authentication when available.

4. License and Access Rights

4.1 License Grant

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business purposes during the term of your subscription.

4.2 Restrictions

You agree NOT to:

• Copy, modify, or create derivative works of the Services or our software
• Reverse engineer, decompile, or disassemble any portion of the Services
• Rent, lease, sell, sublicense, or transfer your rights to the Services
• Remove, alter, or obscure any proprietary notices or labels on the Services
• Use the Services to develop a competing product or service
• Access the Services to build a similar or competitive service
• Use automated systems (bots, scrapers) to access the Services without authorization
• Attempt to gain unauthorized access to our systems or networks
• Interfere with or disrupt the integrity or performance of the Services
• Use the Services in any manner that violates applicable laws or regulations

4.3 API Usage

If you use our APIs, you must comply with our API documentation and rate limits. Excessive API usage may result in temporary suspension or additional charges. We reserve the right to modify API rate limits with reasonable notice.

5. Subscription Plans and Fees

5.1 Subscription Plans

We offer various subscription plans with different features, limits, and pricing. Current plans and pricing are available on our website. We reserve the right to modify our plans and pricing with at least 30 days' notice to existing customers.

5.2 Payment Terms

• Billing Cycle: Subscription fees are billed monthly or annually in advance, as selected by you
• Auto-Renewal: Subscriptions automatically renew at the end of each billing period unless cancelled
• Payment Method: You must provide a valid payment method and authorize us to charge it
• Failed Payments: If payment fails, we may suspend your account after 7 days and terminate it after 30 days
• Taxes: All fees are exclusive of applicable taxes, which you are responsible for paying
• No Refunds: Segmently provides a Free tier so you can evaluate the platform before purchase; paid subscription fees are non-refundable except where required by law

5.3 Free Trial

We may offer a free trial period. During the trial, you have full access to the selected plan's features. At the end of the trial, you will automatically be charged for the subscription unless you cancel before the trial ends. We reserve the right to modify or discontinue free trials at any time.

5.4 Price Changes

We may change our prices with at least 30 days' notice. Price changes will not affect your current billing period and will take effect at your next renewal. If you do not agree to a price increase, you may cancel your subscription before the new price takes effect.

5.5 Overage Charges

If you exceed the usage limits of your plan (e.g., monthly visitors, active experiments), we may charge overage fees as specified in your plan or contact you to upgrade your subscription. We will notify you when you approach your usage limits.

6. Cancellation and Termination

6.1 Cancellation by You

You may cancel your subscription at any time through your account settings. Cancellation will take effect at the end of your current billing period. You will continue to have access to the Services until the end of the paid period, and your subscription will not renew. No refunds will be provided for the remaining time in your billing period.

6.2 Termination by Us

We may suspend or terminate your access to the Services immediately, without notice, if:

• You violate these Terms or any applicable laws
• Your account remains unpaid for more than 30 days
• Your use of the Services poses a security or legal risk
• You engage in fraudulent, abusive, or illegal activity
• We are required to do so by law or government authority
• We discontinue the Services (with at least 90 days' notice)

6.3 Effect of Termination

Upon termination or expiration of your subscription:

• Your license to use the Services immediately terminates
• You will lose access to your account and all data stored in the Services
• We will retain your data for 90 days for potential account reactivation
• After 90 days, we may permanently delete your data
• You remain responsible for all charges incurred before termination
• Sections of these Terms that by their nature should survive will continue to apply

6.4 Data Export

You may export your data at any time during your subscription through the Services' export functionality. We recommend exporting your data before cancelling your subscription. After termination, you have 90 days to request a data export by contacting support@segmently.com.

7. Customer Data and Privacy

7.1 Your Data

"Customer Data" means all data, content, and information that you or your end-users submit, upload, or transmit to or through the Services, including experiment configurations, visitor data, and analytics results.

7.2 Ownership

You retain all rights, title, and interest in and to your Customer Data. You grant us a limited license to use, store, and process your Customer Data solely to provide the Services and as described in our Privacy Policy.

7.3 Your Responsibilities

You are solely responsible for:

• The accuracy, quality, and legality of your Customer Data
• Obtaining all necessary consents and permissions to collect and process end-user data
• Complying with all applicable privacy laws (GDPR, CCPA, etc.)
• Providing appropriate privacy notices and cookie disclosures to your end-users
• Ensuring your use of the Services does not violate any third-party rights
• Maintaining backups of your Customer Data

7.4 Privacy and Security

We will process your Customer Data in accordance with our Privacy Policy and applicable data protection laws. We implement reasonable security measures to protect your data, but we cannot guarantee absolute security. You acknowledge that you use the Services at your own risk.

7.5 Data Processing Agreement

For customers subject to GDPR or other data protection regulations, our Data Processing Agreement (DPA) is incorporated into these Terms by reference. The DPA is available at segmently.us/dpa and outlines our data processing obligations.

8. Acceptable Use Policy

You agree not to use the Services to:

• Violate any applicable laws, regulations, or third-party rights
• Infringe on intellectual property rights of others
• Transmit viruses, malware, or other malicious code
• Engage in fraudulent, deceptive, or misleading practices
• Harass, abuse, threaten, or harm others
• Collect or store personal information about others without consent
• Spam, send unsolicited communications, or engage in phishing
• Interfere with or disrupt the Services or servers
• Circumvent security measures or access controls
• Conduct security testing without prior written authorization
• Use the Services for benchmarking or competitive analysis
• Promote or facilitate illegal activities
• Host or distribute content that is unlawful, harmful, or offensive

We reserve the right to investigate violations of this policy and to remove content, suspend accounts, or take other appropriate action without notice.

9. Intellectual Property Rights

9.1 Our Property

The Services, including all software, technology, content, trademarks, and other materials provided by us, are owned by Segmently and protected by copyright, trademark, patent, trade secret, and other intellectual property laws. All rights not expressly granted to you are reserved by Segmently.

9.2 Trademarks

"Segmently," our logos, and other trademarks, service marks, and trade names used on or in connection with the Services are our property. You may not use our trademarks without our prior written consent, except as necessary to identify us as the provider of the Services.

9.3 Feedback

If you provide us with any feedback, suggestions, or ideas about the Services ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into our Services without any obligation or compensation to you.

9.4 DMCA Policy

We respect intellectual property rights and respond to notices of alleged copyright infringement pursuant to the Digital Millennium Copyright Act (DMCA). If you believe your copyrighted work has been infringed, please contact our DMCA agent at dmca@segmently.com with the required information under 17 U.S.C. § 512(c)(3).

10. Warranties and Disclaimers

10.1 Our Warranties

We warrant that the Services will perform substantially in accordance with our documentation during your subscription period. If the Services do not conform to this warranty, we will use commercially reasonable efforts to correct the issue. This is your sole and exclusive remedy for breach of warranty.

10.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 10.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT
• WARRANTIES REGARDING AVAILABILITY, RELIABILITY, SECURITY, OR ACCURACY
• WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES
• WARRANTIES REGARDING THE RESULTS OR OUTCOMES OF USING THE SERVICES

We do not warrant that the Services will meet your requirements or that any defects will be corrected. You use the Services at your own risk.

11. Limitation of Liability

11.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER SEGMENTLY NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Lost profits, revenue, or business opportunities
• Loss of data or loss of use
• Business interruption
• Damage to reputation
• Cost of substitute services

THIS LIMITATION APPLIES WHETHER THE CLAIM IS BASED ON CONTRACT, TORT, STRICT LIABILITY, WARRANTY, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO US IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) $100 USD.

11.3 Exceptions

The limitations in this Section 11 do not apply to: (a) your breach of Section 4 (License Restrictions) or Section 9 (Intellectual Property); (b) your indemnification obligations; (c) liability that cannot be excluded or limited by law; or (d) our gross negligence or willful misconduct.

12. Indemnification

You agree to indemnify, defend, and hold harmless Segmently and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from:

• Your use or misuse of the Services
• Your violation of these Terms or any applicable laws
• Your Customer Data, including any claims that it infringes or violates third-party rights
• Your violation of any third-party rights, including privacy, publicity, or intellectual property rights
• Any disputes between you and your end-users

We reserve the right to assume exclusive defense and control of any matter subject to indemnification by you, in which case you will cooperate with us in asserting any available defenses.

13. Dispute Resolution and Arbitration

13.1 Informal Resolution

Before filing a claim, you agree to contact us at legal@segmently.com to attempt to resolve the dispute informally. We will attempt to resolve the dispute within 60 days. If we cannot resolve the dispute, either party may proceed with formal dispute resolution.

13.2 Binding Arbitration

EXCEPT AS PROVIDED BELOW, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL BE RESOLVED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA) UNDER ITS COMMERCIAL ARBITRATION RULES.

The arbitration will be conducted by a single arbitrator, and the arbitrator's decision will be final and binding. The arbitration will take place in [Your State], unless the parties agree otherwise. Each party will bear its own costs and attorneys' fees, unless the arbitrator determines otherwise.

13.3 Class Action Waiver

YOU AND SEGMENTLY AGREE THAT ANY PROCEEDINGS TO RESOLVE DISPUTES WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. NEITHER YOU NOR SEGMENTLY MAY PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER IN ANY CLASS ACTION.

13.4 Exceptions to Arbitration

Either party may seek injunctive relief in court for: (a) intellectual property infringement; (b) breach of confidentiality obligations; or (c) violations of the Acceptable Use Policy. Small claims court actions are also exempt from arbitration.

13.5 Opt-Out Right

You have the right to opt out of the arbitration agreement by sending written notice to legal@segmently.com within 30 days of first accepting these Terms. If you opt out, disputes will be resolved in court as described in Section 13.6.

13.6 Governing Law and Jurisdiction

These Terms are governed by the laws of the State of California, without regard to its conflict of law principles. If arbitration does not apply, you agree to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California.

14. General Provisions

14.1 Entire Agreement

These Terms, together with our Privacy Policy and any other agreements referenced herein, constitute the entire agreement between you and Segmently regarding the Services and supersede all prior agreements, representations, and understandings.

14.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

14.3 Waiver

Our failure to enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of Segmently.

14.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this provision is void.

14.5 Force Majeure

We will not be liable for any delay or failure to perform due to causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, labor disputes, government actions, or internet service failures.

14.6 Export Compliance

You agree to comply with all applicable export and import control laws and regulations. You represent that you are not located in a country subject to U.S. embargo or designated as a "terrorist supporting" country, and that you are not listed on any U.S. government list of prohibited or restricted parties.

14.7 U.S. Government Rights

If you are a U.S. government entity, the Services are "commercial computer software" and "commercial computer software documentation" as defined in FAR 12.212 and DFARS 227.7202, and you have only the rights granted to all other customers under these Terms.

14.8 Third-Party Services

The Services may integrate with or contain links to third-party services. We are not responsible for third-party services, and your use of them is subject to their own terms and privacy policies.

14.9 Survival

The following sections will survive termination or expiration of these Terms: Sections 4.2 (Restrictions), 7 (Customer Data), 9 (Intellectual Property), 10 (Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), 13 (Dispute Resolution), and 14 (General Provisions).

14.10 Notices

All notices to you will be sent to the email address associated with your account. Notices to us must be sent to legal@segmently.com. Notices are deemed received when sent if by email, or 3 business days after mailing if by postal mail.

15. Contact Information

If you have questions about these Terms or wish to contact us for any reason, please use the following contact information: