Segment Platform Partner Agreement Overview

Thank you for your interest in joining the Segment Platform! Below is an overview of the partner onboarding process and the Segment Platform Partner Agreement.

Partners agree to accept the below Segment Platform Partner Agreement, which includes the following commitments:

  • Integrate your product with Segment through the Segment API.

  • Implement, test and maintain your integration as set forth in the Segment Developer Documentation.

  • Submit and demonstrate your successful integration to the Segment API team. This may include running a successful beta test with Segment customers.

  • Create and maintain reasonable end user documentation.

  • Notify customers after completion of the integration and promote your integration in accordance with the Segment Co-Marketing Guidelines.

Segment reserves the right to accept or reject any organization or individual from becoming a Segment Integration Partner. Segment also reserves the right to terminate its relationship with any existing Segment Integration Partner.

Duration and Termination

Once entered into, the Agreement shall remain in effect until suspended or terminated by either party. Partner may terminate the Agreement at any time by giving Segment thirty days’ notice in advance of such termination.

Platform Partner Agreement

Segment.io, Inc. (“Segment”, “we”, “our”, or “us”) maintains a platform that enables our customers (“Customers”) to collect and store information about their websites, applications and services, as well as tools and services running on those websites, applications and services, and to share that data with third party service providers, such as analytics service providers (our platform is referred to in this Agreement as “our Service” or the “Segment Service”). The Segment Service further allows Customers to collect, store and share data from and between their various third party service providers.

This is a legal agreement (the “Agreement”) between you (“Partner,” “you” or “your’) and Segment stating the terms that govern the integration of your application or service (“your Service” or the “Partner Service”) with the Segment Service and your subsequent interchange of data with the Segment Service. Please read this Agreement carefully before pressing the “I accept” button or using the Segment Service or Materials (defined below). By pressing “I accept,” or using the Segment Service or Materials, you are agreeing to be bound by this Agreement.

If you do not agree to this Agreement, press “cancel” and cease registering or submitting your **application**, and accessing or using any Segment Materials, as you will be unable to integrate your Service with ours, and you may not use the Segment Service or Materials.

If you enter into this Agreement on behalf of a company or other entity, then (i) “you” includes you and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf.

This Agreement will enable you to integrate your Service with the Segment Service to allow Customers to send and/or receive data (“Customer Data”) between your Service and ours at their direction. This Agreement includes a number of marketing, technical and legal rules and restrictions that we require you to agree with and implement in order to access or use our application programming interface(s) (“API(s)” or the “Segment API(s)”). The Segment API’s, together with any sample code, software, testing tools, documentation, and other materials made available by Segment to you are referred to collectively as the “Segment Materials.” This Agreement defines how you can use the Segment Materials to develop an integration for Customers between your Service and the Segment Service (the “Integration”).

This Agreement helps us to maintain and improve the Segment Service as well as the overall Customer experience and our ecosystem. For ease of use, we have broken the Agreement up into a number of modules including the “Developer Documentation” that specifies how to build your Integration and work with the Segment Service, and “Co-Marketing Guidelines” that describe how we cooperate in marketing.

Please note that if you use Segment products and services under a separate agreement with Segment (e.g. if you are also a “Customer”), then the terms of those products and services, and not this Agreement, apply to you for such uses of Segment products and services.

1. Building Your Integration

You must build, test and maintain your Integration in accordance with the then-current SegmentDeveloper Documentation. Once you have completed your Integration, you must fully test it prior to submitting your application to Segment for approval (see below for details). Only those Integrations approved in writing by Segment may be commercially released.

While we try to support as many quality Integrations and services as possible, Segment reserves the right to accept or reject your Integration at its discretion.

We want Customers to have the best possible experience using your Integration. You must implement, support and maintain your Integration such that the Customer has the same experience as if using your native integration, unless otherwise agreed by the parties. As part of this, you shall provide reasonably complete and current documentation for you Integration (including any updates). You must update and test your Integration prior to the public launch of any new or updated Partner Service.

2. Testing

Your Integration and Service are your responsibility! You must thoroughly test your Integration (including any changes or new functionality) prior to implementing it in a production environment or submitting it to Segment for review. We have the right to review and test your Integration at any time. You must reasonably cooperate with any such testing (including providing Segment with a test account, documentation and sample data). In addition, we may require you to implement a beta version of your Integration with a few select Customers. However, Segment has no obligation to test any integration, and, while we may provide test tools, review results and even conduct our own testing, our tests are not a certification or guarantee of your functionality. By investigating, reviewing or approving any Integration or Partner Service, Segment is not making any representation or warranty regarding your Integration or Service, or its compliance with this Agreement, and you are still fully responsible for full and complete compliance with this Agreement. You hereby permit Segment to use your Service and Integration (and any related materials, information or documentation that you provide) as required to test, evaluate and monitor your Service and Integration in connection with this Agreement, and to deliver the Segment Service via your Integration, as set forth in this Agreement.

3. Support and Responsiveness

You must provide support for your Integration no less than you support your own Service. When Customers or questions about the Integration or run into any bugs, we will typically direct them to you. You agree to respond to all Customer support requests in a timely manner and to promptly correct any errors in your Integration. You must also promptly respond to Segment inquiries regarding your Integration and Service. We value an active and engaged community. If you go silent we may suspend or terminate your integration with Segment.

4. Submission and Account

In order to submit your Integration to interoperate with the Segment Service, we may require you to sign up for a Segment Integration account and/or a self service license to the Segment Service. Segment may withhold approval of your account for any reason. As part of testing and submitting your Integration, you may be required to provide certain information (e.g., use cases, contact information, product or service description, forecasting, etc.). You agree to update your information so that it is always complete and accurate. You must keep track of any account information that we provide you. It’s your responsibility to keep your password, credentials, and accounts secure, and you are responsible for any misuse of your account. You should notify Segment immediately if any actual or suspected unauthorized use of your Segment account, Segment Materials, or the Segment Service (please click: contact us).

5. Marketing

You and Segment shall use commercially reasonable efforts to implement mutually agreed marketing activities, including those set forth in our then-current Co-Marketing Guidelines. Each party shall own all right, title and interest (including without limitation all intellectual property rights) to trade names, trademarks, service marks, logos and domain names it secures from time to time (“Brand Features“). While your Integration is being made available to Customers by Segment: (i) Segment shall include the Partner Brand Features on the Segment Partner integrations web page and on certain related marketing materials; (ii) you shall include Segment Brand Features in relevant marketing materials such as your application user interface, integration documentation, and partner web pages, and shall notify all of your customers of the availability of the Segment Integration. All use of the Segment Brand Features shall be subject to the Partner Co-Marketing Guidelines, including Segment’s then-current branding and usage guidelines, and Segment reserves the right to terminate or limit your use of the Segment Brand Features upon notice.

Segment hereby grants to you a limited, revocable, non-transferable, nonsublicenseable, nonexclusive license during the term of this Agreement to display Segment’s Brand Features for the purpose of promoting or advertising your Integration and your use of the Segment Service in accordance with the terms of this Agreement. In the course of promoting, marketing, or demonstrating the Segment Service, the Integration and your Service, Segment may produce, distribute and use depictions, screenshots, video, or other content from your Service, and may use your Brand Features. You hereby grant Segment all necessary rights for these purposes.

Each party retains all right, title and interest in and to its Brand Features, and all goodwill associated with the use of such Brand Features shall inure to the benefit of their owner.

Publicity. You shall not make any statement regarding your Integration or use of the Segment Service that suggests sponsorship or endorsement by Segment without Segment’s prior written approval.

6. Code of Conduct

You shall provide your Service in a professional manner consistent with industry standards. You must have a privacy policy and an agreement in place with each Customer regarding the use of your Service (the “Customer Agreement”) and shall comply with that policy and agreement, and any agreements that you have in place with any third-party services or platforms where Customer may distribute or operate its products or services or collect or provide Customer Data, e.g. Facebook, Google Play, iOS App Store, etc. (collectively “Platforms”).

In connection with your use of your Service, Integration, the data exchanged under this Agreement, and the Segment Materials and Segment Service, you shall:

a. Not violate any applicable laws, rules or regulations.

b. Have a valid Customer Agreement in place allowing you to use your Service and Integration to process and exchange data with the Segment Service as contemplated under this Agreement. You shall only provide Segment with data with the permission of your customer.

c. Play nice! You must not misrepresent or hide your or your Service’s nature or identity or the capabilities of your Integration. You must similarly not misrepresent (expressly or by omission) or hide the nature of our Service.

d. Not interfere with, disrupt, damage, harm, or access in an unauthorized manner the hardware, software, networks, data, or other properties or services of Segment or any third party including, but not limited to, or any other partner, Platform, or other Customers.

e. Not use the Segment Service in an inappropriate or harmful manner, or upload, submit, post, transmit or otherwise make available any inappropriate, harmful, defamatory, obscene, infringing or unlawful data or content, or introduce into the Segment Service any viruses, worms, defects, Trojan horses, malware or any items of a destructive nature.

f. Not infringe, misappropriate or violate the intellectual property or privacy rights of others.

h. Not knowingly or negligently violate, or cause Segment or Customer to violate, any Platform’s or other third party’s agreement, terms of service or privacy policy. For example, you should not use the Android advertising ID’s collected by Customer in such a way that would violate any Android-related terms of service or policies.

i. Use no less than industry standard security measures with respect to your access and use of the Segment Service.

j. Not use the Segment Service to plan, design or make a product or service that competes with Segment products or services (or to assist others to do the same).

k. Not disable, circumvent or avoid any security device, mechanism, protocol or procedure established by Segment.

l. Respect all identifiers, instructions and restrictions included in any Customer Data, including any “do not track” or “opt out” settings.

m. Follow the Segment Developer Documentation when providing or receiving any data to or from Segment.

You shall not assist, authorize or permit any third party to violate the Code of Conduct.

Monitoring. Segment may access and monitor the use of the Segment Service, your Integration, and the use of the API and other Segment Materials to ensure quality or safety, improve Segment products and services, and to verify your compliance with this Agreement. You consent to, and shall not interfere with such monitoring.

7. Use of Segment Service and Materials

License. Subject to the terms and conditions of this Agreement, during the term of this Agreement, Segment grants you a limited, revocable, non-transferable, non-exclusive, right (without the right to sublicense) to access and use the Segment Materials, solely to the extent necessary for you to create and support an Integration. You may access and use the Segment Service, API and other Segment Materials only as expressly permitted by the means described in the documentation and instructions that Segment provides.

Updates. We reserve the right to add or remove functions or features, or modify or update the Segment Service and Materials at any time, for any reason, with or without notice to you. However, for changes that materially affect your Integration, we will try to provide you with at least thirty (30) days’ notice (by means of the e-mail address that you provided when registering, or by other means we deem will reasonably reach you). We do not guarantee that your Integration will function with any future or modified versions of the Segment Service. If we modify the Segment Service, you agree to promptly make changes to your Integration to ensure continued service for Customers.

8. Ownership and License

The Segment Materials and Segment Service are proprietary to Segment and its licensors and are protected by intellectual property laws and international treaty provisions. You shall not remove or alter any proprietary notices or marks on the Segment Service or Segment Materials. You shall not reverse engineer, decompile or attempt to extract the source code from the Segment Service or Segment Materials, or any related software, except to the extent that this restriction is expressly prohibited by applicable law and then in such case, solely for the purposes allowed by law, and the information derived shall be maintained in strict confidence. You also shall not sublicense, lease, rent, loan, distribute, sell, transfer or make available the Segment Service or Segment Materials to any third party except as specifically permitted by this Agreement, or as otherwise agreed to in writing by Segment. All Segment Services and Segment Materials are licensed and not sold. Segment reserves all rights not expressly granted in this Agreement.

Open Source Software. Some of the software required by or included with the Segment Materials and Segment Service may be offered under an open source license. Open source software licenses constitute separate written agreements. To the limited extent the open source software license expressly supersedes the Agreement, the open source license instead sets forth your agreement with Segment for the applicable open source software.

9. Termination

Except as you may otherwise agree with Segment in writing, you may terminate this Agreement and withdraw your Integration from the Service at any time upon providing Segment with thirty (30) days’ written notice. Please note that this does not relieve you of any obligations that you may have to Customers or any third parties regarding your Integration or the use of our Service.

Without limiting any other right or remedy of Segment hereunder, Segment shall have the right to immediately terminate this Agreement and/or suspend, limit, condition or terminate access to the Segment Service and/or Segment Materials by you without liability or other obligation to you and without notice. We will generally attempt to give you thirty (30) days’ notice of termination (typically by means of the e-mail address that you provided when you applied to be a Partner, or as we otherwise deem will reasonably reach you), unless we need to take action to prevent a violation of law, or harm to Segment, Customers, or other third parties. You will notify us promptly upon becoming aware of any breach of this Agreement.

Upon any termination or expiration of this Agreement, or the discontinuation of your access to the Segment Service, you must promptly cease all use of the Segment Service, Segment Materials, Segment Confidential Information and Segment Brand Features and delete all copies thereof in your possession. You acknowledge that you may be terminated or suspended at any time, and that Segment shall not be liable for any such termination or suspension, including without limitation any liability for incidental or consequential damage or any compensation for loss of prospective profits, anticipated sales or goodwill. You waive any right you may have to receive any compensation or reparations on termination or suspension of this Agreement or your access to the Segment Service.

Survival. Upon any termination or expiration of this Agreement, those Agreement that by their nature are intended to continue indefinitely shall continue to apply, including but not limited to: Sections 6, and 8 through 17.

10. Confidential Information

Segment Confidential Information. Our communications to you in connection with this Agreement and the Segment Service and Materials may contain Segment confidential information (“Segment Confidential Information”). Segment Confidential Information shall include non-public aspects of our Service and product plans and materials or communications disclosed in connection with this Agreement that are marked confidential or that would normally be considered confidential given the circumstances of disclosure or the nature of the information disclosed. You shall not disclose Segment Confidential Information to any third party without Segment’s prior written consent, and shall use such information solely to integrate and work with the Segment Service as set forth in this Agreement. Segment Confidential Information does not include information that you already rightfully knew, that becomes public through no fault of your own, that you independently developed, or that was rightfully given to you by a third party (provided that these exclusions do not apply to any personally identifying information). You may disclose Segment Confidential Information when compelled to do so by law if you provide us reasonable prior notice, unless a court orders that we not receive notice.

Partner Confidential Information. We encourage you to provide Segment with information related to your Service and business in order to help Segment to better understand your Service and to effectively communicate with Customers and potential customers (e.g. to recommend the best tools to meet Customer requirements). All information that you provide will be considered non-confidential, unless we expressly indicate in writing that we shall treat such information as confidential at the time that you disclose such information (such expressly indicated information is “Partner Confidential Information”). We shall use such Partner Confidential Information solely to assist Segment in providing Segment and Partner Services to Customers and potential Customers. Segment shall not disclose such Partner Confidential Information to any third party without your prior written consent (except our contractors, attorneys and advisors under an obligation of confidentiality), and shall use such Partner Confidential Information solely as set forth in this Agreement. Partner Confidential Information does not include information that Segment already rightfully knew, that becomes public through no fault of Segment, that Segment independently developed, or that was rightfully given to Segment by a third party (provided that these exclusions do not apply to any personally identifying information). Segment may disclose Partner Confidential Information when compelled to do so by law if we provide you with reasonable prior notice, unless a court orders that you not receive notice.

Otherwise, all information that you provide will be considered non-confidential and may be used by Segment for its business purposes and disclosed to third parties, including Customers, potential Customers and Platform providers. Except as expressly indicated above, please do not provide us with any information that you consider confidential.

Subject to the above restrictions on Confidential Information, Segment may share with third-parties information about your status under this Agreement, your Service and Integration to aid such third-parties in their use, discovery and evaluation of service providers, your Service and the Segment Service. We make no representations or warranties, and, to the maximum extent allowed by law, disclaim all liability in connection with any such information that we may provide (especially if such information is based on information that you provided – so make sure the information that you provide is complete, truthful and accurate!)

Segment may use aggregated and anonymized data from the Segment Service to analyze, improve and report on the Segment Service. Segment may also use data from the Segment Service to enforce the terms of this Agreement, to protect the safety of the public or any person, or to prevent or stop any activity we may consider to be, or to pose a risk of being, illegal, unethical, unauthorized or harmful.

Subject to the terms above with respect to Partner Confidential Information, the terms of Segment’s Privacy Policy, availablehere applies to the data submitted by you, except that it does not apply to Customer Data, which is controlled by each of our respective agreements with the Customer in question.

For the avoidance of doubt, nothing in this Agreement shall affect either party’s confidentiality obligations to any Customer. Except to the extent specifically referencing this Agreement no terms in any confidentiality or nondisclosure agreement between the parties shall apply to the Partner information provided in connection with this Agreement.

11. WARRANTIES AND DISCLAIMER

You represent and warrant that you have the right to provide and receive data as set forth in this Agreement, and that your Integration, Service and receipt or transmission of such data will not infringe or violate any third party right, or any agreement that you have with any Customer or other third party.

We are not responsible for (i) any data that you provide to us by mistake or in error, (ii) the use of your Service by any Customer, or (iii) the volume or the content of Customer Data (or any other data) that we provide.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SEGMENT SERVICE AND SEGMENT MATERIALS IS AT YOUR SOLE RISK AND THAT THE SEGMENT SERVICE AND SEGMENT MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. WE DON’T MAKE ANY COMMITMENTS ABOUT THE QUALITY OF THE SEGMENT SERVICE, SEGMENT MATERIALS OR THE DATA ACCESSED THROUGH THE SEGMENT SERVICE, THEIR RELIABILITY, AVAILABILITY OR ABILITY TO MEET YOUR NEEDS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SEGMENT AND ITS SUBSIDIARIES AND AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

SEGMENT MAKES NO REPRESENTATION OR WARRANTY REGARDING THE CUSTOMER DATA. IT IS YOUR RESPONSIBILITY TO HAVE THE APPROPRIATE AGREEMENT IN PLACE WITH EACH CUSTOMER TO ALLOW YOU TO LEGALLY PROVIDE YOUR SERVICE AND INTEGRATE WITH THE SEGMENT SERVICE WITHOUT VIOLATING ANY THIRD PARTY RIGHT, INCLUDING, WITHOUT LIMITATION, ANY PRIVACY RIGHT.

12. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR CLAIMS INDEMNIFIED UNDER THIS AGREEMENT BELOW, EACH PARTY, AND ITS AFFILIATES, LICENSORS, SUPPLIERS AND DISTRIBUTORS, SHALL NOT BE LIABLE FOR ANY LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY ON WHICH SUCH DAMAGES ARE BASED, OR WHETHER SUCH PARTY KNEW OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR CLAIMS INDEMNIFIED UNDER THIS AGREEMENT BELOW, THE TOTAL LIABILITY OF EACH PARTY, AND ITS SUBSIDIARIES, AFFILIATES, SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIM UNDER THIS AGREEMENT, INCLUDING FOR ANY WARRANTIES THAT MAY NOT LEGALLY BE EXCLUDED, IS LIMITED TO THE AMOUNT YOU PAID US UNDER THIS AGREEMENT TO USE THE SEGMENT MATERIALS AND SERVICES DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE THOUSAND DOLLARS ($1000.00), WHICHEVER IS GREATER.

13. Indemnification

To the maximum extent permitted by law, you agree to indemnify and hold harmless Segment, its affiliates, and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and costs of defense) arising out of or relating to an actual or alleged claim of: (a) your negligence, willful misconduct, fraud, breach of any of the provisions of this Agreement or of any other agreement to which you are a party; (b) any infringement, misappropriation or other violation of any intellectual property or proprietary right, right of privacy, right of publicity, or other right, or defamation, by you, your Integration, your Service, any data that you provide in connection with this Agreement; or (c) any violation of any law, rule, or regulation by you, your Integration, your Service, or any data that you provide in connection with this Agreement.

If you are a copyright holder and believe that your rights are being infringed, please let us know. We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act. If you think somebody is violating your copyrights and want to notify us, please click: contact us.

15. Entire Agreement, Additional Terms and Modifications

This Agreement constitutes the entire agreement between you and Segment concerning the subject matter hereof. No terms in any Partner agreement, including without limitation any Partner test account, Partner API Agreement, purchase order terms or confirmation, as well as any confidentiality or nondisclosure agreement or other agreement between the parties, shall modify or supersede the terms and conditions set forth in this Agreement, unless such agreement expressly references this Agreement and is signed by authorized representatives of both parties.

Our employees are not authorized to vary this Agreement. This Agreement may be modified only (a) by obtaining our written consent in an agreement signed by an officer of Segment as set forth above; or (b) as set forth below in the immediately following paragraph.

You agree that Segment may modify this Agreement from time to time, and that your right to access the Segment Service and Segment Materials is conditioned on an ongoing basis with your compliance with the then-current version of this Agreement. We shall notify you when we make material revisions or modifications to this Agreement by (x) posting a notice or new version of this Agreement on the Segment website, or (y) by means of the e-mail address that you provided when registering, or otherwise in some manner through our service that we deem reasonably likely to reach you (which may be by posting to our developer website or on our blog). The modifications shall be effective upon posting (unless otherwise indicated at the time of posting). By continuing to use the Segment Materials or Segment Service following the posting of this Agreement, you consent to such revised or modified Agreement.

16. Independent Development, Service Management

Except as expressly set forth in this Agreement, this Agreement does not impair the rights of either party or its subsidiaries and affiliates to develop, manufacture, purchase, use or market, directly or indirectly, alone or with others, products or services competitive with those offered by the other party.

Except as expressly set forth in this Agreement, nothing herein shall limit the way Segment may manage, operate, market, price, promote or sell its Service in any way. Segment is free to price or change or remove the placement, listing, promotion and marketing of its partners and any Partner Service at any time in its sole discretion.

Relationship of the Parties. While this Agreement may refer to you as a “Partner,” that is for convenience only. The relationship of the parties is that of independent contractors, and not that of partners, agents or otherwise. Neither party has the right to contract for or bind the other party. This Agreement does not create any third party beneficiary rights.

Severability. If any provision of this Agreement shall be adjudged by any arbitrator or court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary to give effect to the mutual intent of the parties, and so that this Agreement shall otherwise remain in full force and effect and remain enforceable between the parties.

Waiver. No waiver of any term of this Agreement shall constitute a further or continuing waiver of such term or any other term, and either party’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

Assignment. You may not assign this Agreement, in whole or in part, without our prior written consent. Provided, however, that you may assign this Agreement in its entirety, without Segment’s consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of your assets. Segment may assign this Agreement (and its rights obligations hereunder) without restriction. This Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. Any assignment in violation of this Section is null and void and without effect.

Headings. Headings are for organizational purposes only and shall in no way affect the interpretation of this Agreement.

Governing Law. The laws of California, U.S.A., excluding California’s choice of law rules, shall apply to any disputes arising out of or related to this Agreement or the services. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY WHOSE PRINCIPAL PLACE OF BUSINESS IS LOCATED IN THE UNITED STATES OR YOU ARE ENTERING INTO THIS AGREEMENT AS AN INDIVIDUAL AND YOU RESIDE IN THE UNITED STATES OF AMERICA, YOU EXPRESSLY AGREE THAT ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES OF EITHER PARTY SHALL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SAN FRANCISCO COUNTY, CALIFORNIA, USA, AND YOU AND SEGMENT CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.

If you are entering into this Agreement on behalf of an entity whose principal place of business is located outside of the United States or you are entering into this Agreement as an individual and you reside in any jurisdiction other than the United States of America, any dispute, controversy or claim arising out of or related to this Agreement, or the interpretation, performance or enforcement of this Agreement shall be referred to and be finally settled in accordance with the Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”), without recourse to the ordinary courts of law. The arbitral panel shall determine the rights and obligations of the parties in accordance with the substantive laws of the State of California, USA without regard to any conflicts of law principles. Any procedural issues not resolved by this Agreement or the ICC Rules shall be governed by the laws of the United States. The seat, or legal place, of arbitration shall be San Francisco County, California (United States). The language to be used in the arbitral proceedings shall be English. Judgment on an award may be entered by any court of competent jurisdiction. No arbitration proceeding shall include class action arbitration. Notwithstanding anything to the contrary stated herein, nothing in this Agreement shall restrict either party’s right to seek or obtain temporary or permanent injunctive relief in any court of competent jurisdiction.


If you have any questions or see anywhere we can improve our documentation, please let us know or kick off a conversation in the Segment Community!