Segment Developer Terms
Last updated: September 29th, 2020
These Segment Developer Terms (“Terms”) govern access to the Segment Platform and are a contract between Segment.io, Inc. (“Segment”, “we” or “us”) and the person or organization agreeing to these Terms (“Developer” or “you”). Please read these Terms carefully. See Section 24 below for definitions.
By clicking “I agree” or accessing the Segment Platform, you agree to these Terms. If you will use the Segment Platform on behalf of an organization, you are agreeing to these Terms on behalf of the organization and must have the authority to bind the organization to these Terms. If you lack that authority or do not agree to these Terms, you may not use the Segment Platform. Segment may modify these Terms from time to time, subject to Section 19 (Changes to Terms) below.
1. Introduction. The Segment Services include features allowing Customers to collect Customer Data from sources (“Sources”) and send their Customer Data to destinations (“Destinations”). Through our Connections Catalog, Customers can discover Sources and Destinations they already use (e.g., a third-party marketing tool or database) and link them to their Segment Services account. The Segment Platform helps developers like you create Apps that work with the Segment Services – for instance, enabling your Developer Service as a Destination – and submit the Apps for potential listing in our Connections Catalog. We may add features or integration types to the Segment Platform over time.
2. Segment Platform. To access the Segment Platform, you need to register through our Developer Center. Once we grant access, you may use the Segment Platform to build Apps in accordance with these Terms. You and your Developer Services (including your Apps) must comply with the Platform Documentation.
3. Launch Approval. Listing your App in the Connections Catalog requires Segment’s approval. To apply for approval, follow the steps in the Platform Documentation and submit your App, Developer Marks and other Listing Materials to us. Segment may approve or reject any App in its discretion and may test Apps against the requirements in the Platform Documentation and other security and performance criteria.
4. Customer Enablement. Once your approved App is listed in the Connections Catalog, Customers may discover and deploy your App with the Segment Services. While you host and provide your Developer Services to Customers generally, Apps are Segment-specific and you may only make them available through the Connections Catalog. Unless otherwise specified by Segment, we host the Apps for Customers within the Segment Services environment.
5. Segment Rights. If Segment approves your App under Section 3 (Launch Approval), you grant Segment a worldwide license to:
a. List your App in the Connections Catalog;
b. Use, host, copy and distribute your App to enable use with the Segment Services; and
c. Use, distribute and publicly perform and display your Developer Marks and other Listing Materials to identity you as a Segment Developer and market and promote your App and the Segment Services. This includes rights to modify and create derivative works of your Listing Materials other than Developer Marks.
Segment retains discretion and control over the placement, look and feel of the Connections Catalog, including App listings and any Segment or third-party properties through which the Connections Catalog appears. Segment may sublicense its license rights to its affiliates, agents, contractors and marketing and channel partners. We do not guarantee that any Customer will discover or enable your App.
6. Restrictions. You may only use the Segment Platform as permitted in these Terms. You will not: (a) access the Segment Platform except through the means and authentication methods we provide, (b) use the Segment Platform for competitive purposes or with Developer Services that substantially replicate Segment Services features, (c) test the performance, bandwidth or capacity of the Segment Platform or Segment Services or disrupt their integrity or performance, (d) seek to reverse engineer the Segment Platform or Segment Services, (e) modify or create derivative works of the Segment Platform (except to the extent your authorized App is a derivative work) or (f) transmit any viruses, illegal content or harmful materials to the Segment Services or Customers or (g) use the Segment Platform in violation of the AUP. Your rights in these Terms are limited, non-exclusive, non-sublicensable and non-transferable. You may permit your agents and contractors to exercise your rights on your behalf, provided you remain responsible for their compliance with these Terms.
7. Your Marketing Activities. Subject to these Terms, if Segment approves your App under Section 3 (Launch Approval), you may use the Segment Marks to identify yourself as a Segment Developer and promote your App’s availability for use with the Segment Services. You also agree to undertake the marketing activities described in the Platform Documentation. Your use of Segment Marks must comply with the Segment Brand Guidelines and (without limiting Segment’s other termination rights) you must promptly cease any use of Segment Marks upon notice by Segment.
8. Customer Relationships and Data.
a. Customer Relationships. Subject to this Agreement, each party controls and is responsible for its own relationships and agreements with Customers relating to its own services (the Segment Services for Segment, and the Developer Services for Developer). Customer use of the Segment Services remains subject to the Segment Terms.
b. Customer Fees. If you charge Customers any fees for your Developer Services, you are solely responsible for collecting those fees. You may not charge Customers fees for the Apps themselves.
c. Data Usage. Through your Apps, Customers may share Customer Data between the Segment Services and your Developer Services. Each party is responsible for obtaining all necessary rights, permissions and consents from Customers for its own use, storage, disclosure and processing of any Customer Data it receives under these Terms (“Data Usage”) and will ensure that its Data Usage complies with its agreement with the applicable Customer and Laws.
d. Customer Control. Through the Segment Services, Customers control which Sources and Destinations they enable and the Customer Data they collect from Sources and send to Destinations. Segment is not responsible for any Customer Data received by Developer, including its accuracy, legality or content.
9. Developer Responsibilities.
a. Generally; Customer Support. You are solely responsible for your Developer Services (including your Apps) and any related Customer support, regardless of any Segment approval or decision to list your App in the Connections Catalog. You agree to provide Customers with reasonable telephone, web-based or email support for your Developer Service.
b. Open Source. If you use any open source code in your Apps, you must comply with all obligations under the open source licenses, including attribution requirements, and will provide a list of such open source code to Segment upon request. You will not include in your Apps any code licensed under any version of the GPL, Affero or other “copyleft” license, and use of your Apps must not impose any third party license terms or other restrictions on Segment, the Segment Services, Customers or their respective intellectual property rights.
c. Security. You must use industry-standard security for all Customer Data you receive and comply with any security, coding practices, authentication or encryption requirements for your Apps set forth in the Platform Documentation. You will promptly notify Segment of any security breach that could affect Customer Data or how your Developer Services or Apps integrate with Segment. You will cooperate with Segment to resolve the security breach and must obtain Segment’s approval for any breach notifications to Customers that refer directly or indirectly to Segment.
d. Your Representations and Warranties. You represent and warrant that (1) you have full power and authority to enter into and perform these Terms without violating any other agreement; (2) you will comply with all Laws in your activities under these Terms; (3) you created all of the code in your Apps or obtained express rights from any third-party licensor sufficiently broad to allow you to grant to the rights to Segment under Section 5 (Segment Rights) above and otherwise in these Terms; (4) your Developer Services, Listing Materials and their use will not violate any Laws or third party rights (including intellectual property, privacy or publicity rights), and you will notify Segment if they become subject to any claim or complaint regarding violation of Laws or third party rights; (5) all Listing Materials and other information you provide to Segment is and will be true, accurate and complete (and you will keep such information up-to-date). You agree not to (i) suggest any affiliation with Segment (including that Segment sponsors, endorses or guarantees your Developer Services) except to identify yourself as a Segment Developer or (ii) make any representations, warranties or commitments on Segment’s behalf or regarding the Segment Platform or Segment Services.
e. Indemnification. You will indemnify, defend (at Segment’s request) and hold harmless Segment and its affiliates, agents, contractors, customers and licensees from and against any claims, losses, costs, expenses (including reasonable attorneys’ fees), damages or liabilities based on or arising from (1) your breach or alleged breach of these Terms, (2) your Developer Services and (3) any claims or disputes arising from your relationships with Customers or third parties related to your Developer Services. Segment may participate in the defense and settlement of any claim with its own counsel and at its own expense. You may not settle a claim without Segment’s prior written consent (not to be unreasonably withheld).
10. Support; Changes to Segment Platform. Segment has no obligation to provide support for or fix errors in the Segment Platform. From time to time, without liability to you, Segment may update the Platform Documentation (including to reflect new features or usage limits) or change the Segment Platform, and future versions may not be compatible with Apps developed using previous versions. Segment typically makes these changes as part of its overall developer program and is unable to provide notice of the changes to developers individually.
11. Compliance. Segment may (but is not required to) monitor your use of the Segment Platform and how your Developer Services interact with the Segment Services, including to ensure your compliance with these Terms. You will cooperate with our reasonable inquiries and, upon request, provide us with proof of compliance.
12. Ownership. Neither party grants the other any rights or licenses not expressly set out in this Agreement. You retain your rights in your Developer Services, Listing Materials (including goodwill associated with your Developer Marks) and your Apps, except to the extent incorporating any Segment technology or intellectual property. Segment and its licensors retain all ownership and other rights (including intellectual property rights) in the Segment Platform, Segment Marks (including goodwill associated with the Segment Marks) and Segment Services. If you provide Segment with feedback or suggestions regarding the Segment Platform or Segment Services, Segment may use the feedback or suggestions without restriction or obligation.
13. Termination and Suspension. These Terms remain in effect until terminated.
a. By Developer. You may terminate these Terms for any reason upon 30 days’ advance notice to Segment.
b. By Segment. Segment may terminate these Terms for any or no reason upon 30 days’ advance notice to you. In addition, Segment may terminate these Terms, suspend your access to the Segment Platform, or take-down or disable any Apps, in whole or in part and without advance notice: (1) if you breach these Terms, (2) if required by Laws, (3) if Segment ceases offering the Segment Platform or (4) in case of any security breach, intellectual property claim or if Segment otherwise determines that such action is necessary to avoid harm, liability or reputational damage to Segment, the Segment Platform or Segment Services or any Customer.
c. Wind-Down. Following any termination of these Terms, at Segment’s request, (1) the parties will cooperate to effectuate an orderly wind-down and (2) these Terms will continue in effect for up to 120 days to enable deployed Customers to continue using your Apps.
d. Effect of Termination. Upon any termination, subject to Section 13.c (Wind-Down): (1) we will use commercially reasonable efforts to promptly remove your App from the Connections Catalog, (2) your rights to use the Segment Platform and Segment Marks will immediately terminate and you will cease all such use, (3) you will return or destroy all Confidential Information (as requested by Segment) and (4) Sections 8 (Customer Relationships and Data), 9 (Developer Responsibilities), 12 (Ownership) and 13 (Termination and Suspension) through 24 (Definitions) will survive. After termination, you will have no further access to any Apps, Listing Materials or other data or content that you submitted to Segment under these Terms.
e. No Obligation or Liability. Segment will have no obligation or liability resulting from termination, suspension, take-down or disablement as described in this Section 13.
14. Disclaimer of Warranties. To the full extent permitted by Law, the Segment Platform and Segment Services are provided “AS IS” and “WITH ALL FAULTS”. Segment and its suppliers make no warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title or noninfringement. Segment makes no representation, warranty or guarantee related to the reliability, accuracy or completeness of the Segment Platform, their use or compatibility with any Apps or Developer Services (including with respect to security, uptime or performance), that Segment will continue to offer the Segment Platform or that any Segment Platform or App listings will meet Developer’s requirements or expectations.
15. Limitations of Liability. To the full extent permitted by law, in no event will Segment, its affiliates or suppliers be liable for: (a) any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business, or any indirect, special, incidental or consequential damages of any kind, even if informed of their possibility in advance or (b) in any event, for any damages or liabilities exceeding US$1,000. Notwithstanding anything to the contrary, Segment has no warranty, indemnification or other obligation or liability with respect to your Developer Services or their combination, interaction or use with the Segment Platform or Segment Services. You acknowledge and agree that this Section 15 reflects a reasonable allocation of risk and will apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, and that Segment would not enter into these Terms without these liability limitations. This Section will survive even if any limited remedy fails of its essential purpose.
16. Segment Confidential Information. Non-public elements of the Segment Platform and any other information disclosed by Segment that is marked as confidential or proprietary or that should reasonably be understood to be confidential or proprietary from the circumstances of disclosure are “Confidential Information.” Confidential Information does not include any information that: (a) is or becomes generally known to the public; (b) was known to you before its disclosure by Segment; or (c) is received from a third party, in each case without breach of an obligation owed to Segment or anyone else. You will (1) maintain Confidential Information in confidence (using at least the same measures as for your own confidential information, and no less than reasonable care) and not divulge it to any third party and (2) only use Confidential Information to fulfill your obligations under these Terms. If you are compelled by Law to disclose Confidential Information, you must provide Segment with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if Segment wishes to contest the disclosure. If you breach or threaten breach of this Section 16, it could cause substantial harm for which damages are inadequate and Segment will have the right to seek injunctive relief in addition to other remedies.
17. Independent Development; Information You Provide Not Confidential. Segment develops a variety of products and services and works with many other developers and partners, and either Segment or these third parties could in the future develop (or already have developed) products, services, concepts or features similar to your Apps or Developer Services. Nothing limits Segment’s right to do so, though this Section itself does not grant us any license under your intellectual property rights. Unless separately set forth in another agreement, Segment has no confidentiality obligations for information you submit in connection with the Segment Platform.
18. Usage Data. In addition to Segment’s other rights, Segment may collect certain data and information regarding your use of the Segment Platform, including data about your Apps (“Usage Data”). We may use and exploit Usage Data for any purpose in connection with operating, improving and supporting the Segment Platform.
19. Changes to Terms. Segment may modify these Terms from time to time. Segment will use reasonable efforts to notify you of modifications as provided in Section 20 (Notices). You may be required to click through the modified Terms to show your acceptance and in any event your continued use of the Segment Platform after the modification constitutes your acceptance to the modifications. If you do not agree to the modified Terms, your sole remedy is to terminate your use of the Segment Platform as described in Section 13 (Termination and Suspension).
20. Notices. Segment may provide you with notices and communications at your email or physical address on file, through our website, or other reasonable means. Any notices or communications to Segment must be sent to Segment.io, Inc., Attention: Legal Department, 100 California Street, Suite 700, San Francisco, California 94111, with a copy to firstname.lastname@example.org.
21. Export. The Segment Platform may be subject to export restrictions by the United States government and import restrictions by certain foreign governments, and you agree to comply with all applicable export and import laws and regulations in your use of the Segment Platform. You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties.
22. Segment Terms Govern Segment Services. Many of our Developers are also Customers. Your use of the Segment Services themselves (including our Customer-facing tools to configure access to additional Sources and Destinations) remains subject to the Segment Terms, as these Terms grant no rights to the Segment Services. If you do not already use the Segment Services, register here for a free account.
23. General. These Terms are the parties’ entire agreement and supersede any prior or contemporaneous agreements relating to its subject matter. Except as set forth in Section 19 (Changes to Terms), all amendments or modifications to these Terms must be in writing and signed by both parties. The words “including” and similar terms are to be construed without limitation. Failure to enforce any provision is not a waiver and all waivers must be in writing. If any provision is found to be unenforceable it (and related provisions) will be interpreted to best accomplish its intended purpose. Developer may not assign, transfer or delegate any right or obligations under these Terms and any non-permitted assignment is void. Segment may assign these Terms and its rights and obligations to any of its affiliates or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities to which these Terms relate. The parties are independent contractors and these Terms do not create any agency, partnership, or joint venture. These Terms will be governed by and construed under the laws of the State of California, as applied to agreements entered into and to be performed in California by California residents. Each party consents to the exclusive jurisdiction and venue of the courts located in and serving San Francisco, California. Segment will not be liable to Developer for any delay or failure to perform any obligation under these Terms if the delay or failure is due to unforeseen events that are beyond its reasonable control. The Segment Platform include commercial computer software. If the user or licensee is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure or transfer of such technology, or related documentation of any kind, including technical data and manuals, is restricted by these Terms in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Segment Platform were developed fully at private expense. All other use is prohibited.
“Apps” means your function code, connectors or other components intended to integrate the Developer Services with Segment Services and that you develop or submit under these Terms.
“Customer” means any customer or user of the Segment Services.
“Customer Data” means any data in a Customer’s account with the Segment Services. Customer Data includes any data accessed by or shared with Developer or Segment as enabled by an App.
“Developer Marks” means Developer’s name, logos and other trademarks.
“Developer Services” means any product or service you use with the Segment Platform, including your Apps.
“Laws” means all applicable laws, rules, regulations and orders, including those relating to data privacy, data transfer, international communications or the export of technical or personal data.
“Listing Materials” means all information, documentation and other content that Developer submits to Segment with respect to Developer’s Apps, including Developer Marks.
“Platform Documentation” means the then-current version of Segment’s documentation for the Segment Platform at https://segment.com/docs/partners/.
“Segment Platform” means the Developer Center and any resources, tools and APIs that Segment provides through the Developer Center.
“Segment Marks” means Segment’s appropriate names, logos and trademarks as designated in the Segment Brand Guidelines.
“Segment Services” means Segment’s proprietary cloud services, including Connections, Protocols and Personas, and any related code or documentation.
“Segment Terms” means the then-current version of Segment’s Terms of Service found at https://segment.com/docs/legal/terms/ or other applicable agreement between a Customer and Segment.