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Segment Online MSA
For customers existing before June 14th, 2021, these new terms are effective as of August 30th, 2021. Previous terms are here.
Online Master Subscription Agreement
Last Updated: JUNE 2021
This Online Master Subscription Agreement (“Agreement”) is entered into by and between Segment.io, Inc. (“Segment”) and the entity or person placing an Order Form for or accessing the Services (“Customer” or “you”). This Agreement consists of the terms and conditions set forth below and any Order Forms. Certain capitalized terms are defined in Section 21 (Definitions) and others are defined contextually in this Agreement. If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” reference your company.
The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to the Services through any online provisioning, registration or order process or (b) the effective date of the first Order Form. Segment may modify this Agreement from time to time as permitted in Section 19 (Modifications to Agreement).
By indicating your acceptance of this Agreement or accessing or using the Services, you are agreeing to be bound by the terms and conditions of this Agreement. Each party expressly agrees that this Agreement is legally binding upon it.
1. Overview. Segment provides Services that help customers integrate, manage and control their data as described below. Customer’s Order Form will identify the Services it may use.
v Connections. Connections acts as a central hub, allowing Customer to collect Customer Data from sources (“Sources”) and send it to destinations (“Destinations”) for Customer’s further use. Sources and Destinations are described in the Documentation and may include Customer’s own websites, apps or properties or its accounts with third-party services. As described in the Documentation, Customer selects its Sources and Destinations and the Customer Data it wishes to exchange between its Sources and Destinations.
v Additional Services. Segment offers additional Services and optional features that may be used with Connections. These Services and features are subject to this Agreement and, if specified in an Order Form, Supplemental Terms.
2. Use of Services.
2.1. Permitted Use. During the Subscription Term, Customer may access and use the Services only for its internal business purposes in accordance with the Documentation and this Agreement, including any usage limits in an Order Form. This includes the right to copy and use Segment Code to enable Sources and Destinations as described in the Documentation.
2.2. Users. Only Users may access or use the Services. Each User must keep its login credentials confidential and not share them with anyone else. Customer is responsible for its Users’ compliance with this Agreement and actions taken through their accounts (excluding misuse of accounts directly caused by Segment’s breach of this Agreement). Customer will promptly notify Segment if it becomes aware of any compromise of its User login credentials.
2.3. Restrictions. Customer will not (and will not permit anyone else to) do any of the following: (a) provide access to, distribute, sell or sublicense the Services to a third party, (b) use the Services on behalf of, or to provide any product or service to, third parties (but this does not prohibit Customer’s use of the Services with its Sources and Destinations as permitted in this Agreement), (c) use the Services to develop a similar or competing product or service, (d) reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to the Services, except to the extent expressly permitted by Law (and then only with prior notice to Segment), (e) modify or create derivative works of the Services or copy any element of the Services (other than authorized copies of the Segment Code), (f) remove or obscure any proprietary notices in the Services, (g) publish benchmarks or performance information about the Services or (h) use the Services in violation of the AUP.
3. Sources and Destinations. Customer is responsible for selecting and configuring its Sources and Destinations, for any other third-party products it chooses to use with the Services and for any exchange of Customer Data it enables through the Services. Notwithstanding anything to the contrary, Segment is not responsible for any Sources, Destinations or other third-party products used by Customer with the Services, their code or technology, or how the providers use or protect Customer Data. Customer’s use of any third-party Sources, Destinations or other products is subject to its separate agreement with the provider.
4. SLA and Support. During the Subscription Term, Segment will adhere to the SLA and the Support Policy.
5. Customer Data. 5.1. Data Use. Customer grants Segment the non-exclusive, worldwide right to use, copy, store, transmit, display, modify and create derivative works of Customer Data, but only as necessary to provide the Services, Support and any Technical Services to Customer under this Agreement. This includes exchanging Customer Data between Customer’s Sources and Destinations as configured by Customer through the Services.
5.2. Security. Segment uses reasonable technical and organizational measures designed to protect the Services and Customer Data as described in the Security Policy.
5.3. Personal Data. Each party agrees to comply with the DPA.
5.4. Data Export. During the Subscription Term, Customer may export its Customer Data from the Services as described in the Documentation.
6. Customer Obligations.
6.1. Obligations. Customer is responsible for its Customer Data, including its content and accuracy, and agrees to comply with Laws and the AUP in using the Services. Customer represents and warrants that it has made all disclosures and has all rights, consents and permissions necessary to use its Customer Data with the Services and grant Segment the rights in Section 5.1 (Data Use), all without violating or infringing Laws, third-party rights (including intellectual property, publicity or privacy rights) or any terms or privacy policies that apply to Customer’s Sources, Destinations, or Customer Data.
6.2. Prohibited Uses. Customer must not use the Services with Prohibited Data or for High Risk Activities. Customer acknowledges that the Services are not intended to meet any legal obligations for these uses, including HIPAA requirements, and that Segment is not a Business Associate as defined under HIPAA. Notwithstanding anything else in this Agreement, Segment has no liability for Prohibited Data or use of the Services for High Risk Activities. These obligations apply regardless of any Segment features that help Customer identify or block Prohibited Data.
7. Suspension of Services. Segment may suspend Customer’s access to the Services and related services if Customer breaches Section 2 (Use of Services) or Section 6 (Customer Obligations), if Customer’s account is 30 days or more overdue, to prevent harm to other customers or third parties or to preserve the security, availability or integrity of the Services. Where practicable, Segment will use reasonable efforts to provide Customer with prior notice of the suspension (email sufficing). Once the issue requiring suspension is resolved, Segment will promptly restore Customer’s access to the Services in accordance with this Agreement.
8. Technical Services. Any purchased Technical Services are as described in the relevant Order Form. Customer will give Segment timely access to Customer Materials reasonably needed for the Technical Services and will designate an internal project manager to serve as Segment’s single point of contact. If Customer fails to do so, Segment’s obligation to provide Technical Services will be excused until access is provided. Segment will use Customer Materials only for purposes of providing Technical Services. Any Technical Services deliverables relate to the configuration or use of the Services, and Customer may use Technical Services deliverables only as part of its authorized use of the Services, subject to the same terms as for the Services in Section 2 (Use of Services) and Section 6 (Customer Obligations).
9. Commercial Terms.
9.1. Subscription Term. Unless the Order Form provides otherwise, each Subscription Term will renew for successive 12-month periods unless either party gives the other party notice of non-renewal at least 30 days before the current Subscription Term ends.
9.2. Fees. Fees are as described in each Order Form and, unless the Order Form provides otherwise, invoices are due within 30 days of the invoice date. Customer will reimburse Segment for reasonable, pre-approved travel and lodging expenses it incurs in providing Technical Services. Late payments are subject to a service charge of 1.5% per month or the maximum amount allowed by Law, whichever is less. All fees and expenses are non-refundable except as set out in Section 10.2 (Warranty Remedy), Section 14.4 (Mitigation and Exceptions), Section 19.1 (Modifications to Agreement) and the SLA.
9.3. Taxes. Segment’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, including value-added, sales, use or withholding taxes in any jurisdiction (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its Order Forms, other than taxes assessable against Segment based on Segment’s net income, property and employees. If any deduction or withholding is required by Law, Customer will notify Segment and pay Segment any additional amounts necessary to ensure that the net amount that Segment receives, after any deduction and withholding, equals the amount Segment would have received if no deduction or withholding had been required.
9.4. Affiliate Orders. An Affiliate of Customer may enter its own Order Form(s) as mutually agreed with Segment. This creates a separate agreement between the Affiliate and Segment incorporating this Agreement with the Affiliate treated as “Customer”. Neither Customer nor any Customer Affiliate has any rights under each other’s agreement with Segment, and breach or termination of any such agreement is not breach or termination under any other. 10. Warranties and Disclaimers.
10.1. Limited Warranty. Segment warrants to Customer that:
(a) the Services will perform materially as described in the Documentation and Segment will not materially decrease the overall functionality of the Services during a Subscription Term (the “Performance Warranty”).
(b) Segment will perform any Technical Services in a professional and workmanlike manner (the “Technical Services Warranty”).
10.2. Warranty Remedy. If Segment breaches Section 10.1(Limited Warranty) and Customer makes a reasonably detailed warranty claim within 30 days of discovering the issue with respect to the Services or of receipt of the applicable Technical Services, then Segment will use reasonable efforts to correct the non-conformity. If Segment cannot do so within 30 days after Customer’s warranty claim, or if Segment determines such remedy to be impracticable, either party may terminate the affected Order Form as relates to the non-conforming Services or Technical Services. Segment will then refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term (for the Performance Warranty) or for the non-conforming Technical Services (for the Technical Services Warranty). These procedures are Customer’s exclusive remedy and Segment’s entire liability for breach of the warranties in Section 10.1. These warranties do not apply to (a) issues caused by misuse or unauthorized modifications, (b) issues in or caused by Sources, Destinations or third-party systems or (c) Trials and Betas or other free or evaluation use.
10.3. Disclaimers. Except as expressly provided in Section 10.1 (Limited Warranty), the Services, Support, Technical Services and all related Segment services are provided “AS IS”. Segment and its suppliers make no other warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title or noninfringement. Without limiting its express obligations in Section 4 (SLA and Support), Segment does not warrant that Customer’s use of the Services will be uninterrupted or error-free, that Segment will review Customer Data for accuracy or that it will maintain Customer Data without loss. Segment is not liable for delays, failures or problems inherent in use of the Internet and electronic communications or other systems outside Segment’s control. Customer may have other statutory rights, but any statutorily required warranties will be limited to the shortest legally permitted period.
11. Term and Termination.
11.1. Term. This Agreement starts on the Effective Date and continues until expiration or termination of all Subscription Terms.
11.2. Termination. Either party may terminate this Agreement (including all Order Forms) if the other party (a) fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after notice, (b) ceases operation without a successor or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.
11.3. Effect of Termination. Upon expiration or termination of this Agreement or an Order Form, Customer’s access to the Services (including Customer Data in the Services), Support and Technical Services will cease. At the disclosing party’s request upon expiration or termination of this Agreement, the receiving party will delete all of the disclosing party’s Confidential Information, including Customer Data, which Segment will delete within 60 days after Customer’s request. Customer Data and other Confidential Information may be retained in the receiving party’s standard backups after deletion but will remain subject to this Agreement’s confidentiality restrictions.
11.4. Survival. These Sections survive expiration or termination of this Agreement: 2.3 (Restrictions), disclaimers in 3 (Sources and Destinations), 6 (Customer Obligations), 9.2 (Fees), 9.3 (Taxes), 10.3 (Disclaimers), 11.3 (Effect of Termination), 11.4 (Survival), 12 (Ownership), 13 (Limitations of Liability), 14 (Indemnification), 15 (Confidentiality), 16 (Required Disclosures), 20 (General Terms) and 21 (Definitions). Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.
12. Ownership. Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for Segment’s use rights in this Agreement, between the parties Customer retains all intellectual property and other rights in Customer Data and Customer Materials provided to Segment. Except for Customer’s use rights in this Agreement, Segment and its licensors retain all intellectual property and other rights in the Services, any Technical Services deliverables and related Segment technology, templates, formats and dashboards, including any modifications or improvements to these items made by Segment. Segment may generate Usage Data and use it to operate, improve and support the Services and for other lawful business practices, such as analytics, benchmarking and reports. If Customer provides Segment with feedback or suggestions regarding the Service or other Segment offerings, Segment may use the feedback or suggestions without restriction or obligation.
13. Limitations of Liability.
13.1. Consequential Damages Waiver. Except for Excluded Claims, neither party (nor its suppliers) will have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of their possibility in advance.
13.2. Liability Cap. Except for Excluded Claims, each party’s (and its suppliers’) entire liability arising out of or related to this Agreement will not exceed in aggregate the amounts paid or payable by Customer to Segment during the prior 12 months under this Agreement.
13.3. Excluded Claims. “Excluded Claims” means: (a) Customer’s breach of Sections 2.3 (Restrictions) or 6 (Customer Obligations), or (b) amounts payable to third parties under the indemnifying party’s obligations in Section 14 (Indemnification).
13.4. Nature of Claims and Failure of Essential Purpose. The waivers and limitations in this Section 13 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.
14.1. Indemnification by Segment. Segment will defend Customer from and against any third-party claim to the extent alleging that the Services, when used by Customer as authorized in this Agreement, infringes a third party’s U.S. patent or copyright, trademark or trade secret, and will indemnify and hold harmless Customer against any damages or costs awarded against Customer (including reasonable attorneys’ fees) or agreed in settlement by Segment resulting from the claim.
14.2. Indemnification by Customer. Customer will defend Segment from and against any third-party claim to the extent resulting from Customer Data, Customer Materials or Customer’s breach or alleged breach of Section 6 (Customer Obligations), and will indemnify and hold harmless Segment against any damages or costs awarded against Segment (including reasonable attorneys’ fees) or agreed in settlement by Customer resulting from the claim.
14.3. Procedures. The indemnifying party’s obligations in this Section 14 are subject to receiving (a) prompt notice of the claim, (b) the exclusive right to control and direct the investigation, defense and settlement of the claim and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party’s expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party’s prior consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Services, when Segment is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.
14.4. Mitigation and Exceptions. In response to an actual or potential infringement claim, if required by settlement or injunction or as Segment determines necessary to avoid material liability, Segment may at its option: (a) procure rights for Customer’s continued use of the Services, (b) replace or modify the allegedly infringing portion of the Services to avoid infringement without reducing the Services’ overall functionality or (c) terminate the affected Order Form and refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term. Segment’s obligations in this Section 14do not apply (1) to infringement resulting from Customer’s modification of the Services or use of the Services in combination with any non-Segment items, (2) to infringement resulting from Segment Code other than the most recent release, (3) to unauthorized use of the Services, (4) if Customer settles or makes any admissions about a claim without Segment’s prior consent or (5) to Trials and Betas or other free or evaluation use. This Section 14 sets out Customer’s exclusive remedy and Segment’s entire liability regarding infringement of third-party intellectual property rights.
15.1. Definition. “Confidential Information” means information disclosed to the receiving party under this Agreement that is designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Segment’s Confidential Information includes the terms and conditions of this Agreement and any technical or performance information about the Services. Customer’s Confidential Information includes Customer Data.
15.2. Obligations. As the receiving party, each party will (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, including Section 5.1 (Data Use), and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Segment, the subcontractors referenced in Section 20.9), provided it remains responsible for their compliance with this Section 15 and they are bound to confidentiality obligations no less protective than this Section 15.
15.3. Exclusions. These confidentiality obligations do not apply to information that the receiving party can document (a) is or becomes public knowledge through no fault of the receiving party, (b) it rightfully knew or possessed prior to receipt under this Agreement, (c) it rightfully received from a third party without breach of confidentiality obligations or (d) it independently developed without using the disclosing party’s Confidential Information.
15.4. Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 15.
16. Required Disclosures. Nothing in this Agreement prohibits either party from making disclosures, including of Customer Data and other Confidential Information, if required by Law, subpoena or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.
17. Trials and Betas. If Customer receives access to the Services or Service features on a free or trial basis or as an alpha, beta or early access offering (“Trials and Betas”), use is permitted only for Customer’s internal evaluation during the period designated by Segment (or if not designated, 30 days). Segment will identify all Trials and Betas, and their use may be subject to additional terms agreed by the parties. Trials and Betas are optional and either party may terminate Customer’s use of Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete or include features that Segment may never release, and their features and performance information are Segment’s Confidential Information. Notwithstanding anything else in this Agreement, Segment provides no warranty, SLA or support for Trials and Betas and its liability for Trials and Betas will not exceed US$50.
18. Publicity. Neither party may publicly announce this Agreement or use the name, trademark, or logo of the other party in any promotional materials, except with the other party’s prior consent or as required by Laws.
19. Modifications to Agreement.
19.1. Modifications to Agreement. Segment may modify this Agreement from time to time with notice to Customer. Modifications take effect at Customer’s next Subscription Term or Order Form unless Segment indicates an earlier effective date. If Segment requires modifications with an earlier effective date and Customer objects, then at Segment’s option, either (a) modifications become effective on Customer’s next Subscription Term or Order Form or (b) Customer may terminate this Agreement with notice to Segment, in which case Segment will provide Customer a refund of any pre-paid Services fees for the terminated portion of the current Subscription Term (as its exclusive remedy). To exercise this right, Customer must notify Segment of its objections within 30 days after Segment’s notice of the modified Agreement. Once the modified Agreement takes effect Customer’s continued use of the Services constitutes its acceptance of the modifications. Segment may require Customer to click to accept the modified Agreement.
19.2. Modifications to Supplemental Terms and Policies. Policies are not subject to Section 19.1 (Modifications to Agreement). With notice to Customer, Segment may relocate or change the Supplemental Terms and Policies to reflect new features or changing practices, but the modifications will not materially reduce Customer’s rights or Segment’s overall obligations in the Supplemental Terms or Policies or modify the legal terms in the main body of this Agreement during a Subscription Term.
20. General Terms.
20.1. Assignment. Neither party may assign this Agreement without the prior consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all its assets or voting securities. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.
20.2. Governing Law, Jurisdiction and Venue. This Agreement is governed by the laws of the State of California and the United States without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in San Francisco, California and both parties submit to the personal jurisdiction of those courts.
20.3. Attorneys’ Fees and Costs. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.
20.4. Notices. Except as set out in this Agreement, any notice, request or consent under this Agreement must be in writing, if to Customer, to the address on the Order Form, and if to Segment, to the Segment Contact Information below. Notice is deemed given: (a) upon receipt if by personal delivery, (b) upon receipt if by certified or registered U.S. mail (return receipt requested), (c) one day after dispatch if by a commercial overnight delivery service or (d) upon delivery if by email. Either party may update its address with notice to the other party. Segment may also send operational notices to Customer by email or through the Services.
Segment Contact Information
Attn: Segment Legal
101 Spear St FL 1. San Francisco , CA, 94105-1580
Copy to: email@example.com
Any other Customer notices, questions or complaints regarding the Services: firstname.lastname@example.org
20.5. Entire Agreement. This Agreement (which includes all Order Forms, any applicable Supplemental Terms, the Policies and the DPA) is the parties’ entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In the event of a conflict among the documents making up this Agreement, the main body of this Agreement will control, except the Supplemental Terms, Policies and DPA will control for their specific subject matter, and an Order Form may control if it specifically identifies the clauses to be superseded. In this Agreement, headings are for convenience only and “including” and similar terms are to be construed without limitation. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.
20.6. Amendments. Except as otherwise provided herein, any amendments, modifications or supplements to this Agreement must be in writing and signed by each party’s authorized representatives or, as appropriate, agreed through electronic means provided by Segment. The terms in any Customer purchase order or business form will not amend or modify this Agreement and are expressly rejected by Segment; any of these Customer documents are for administrative purposes only and have no legal effect.
20.7. Waivers and Severability. Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.
20.8. Force Majeure. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, Internet or utility failures, natural disaster or any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary license or consent.
20.9. Subcontractors. Segment may use subcontractors (e.g., hosting, infrastructure and CDN providers) and permit them to exercise Segment’s rights, but Segment remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.
20.10. Independent Contractors. The parties are independent contractors, not agents, partners or joint venturers.
20.11. Export. Customer agrees to comply with all relevant U.S. and foreign export and import Laws in using the Services. Customer (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, (b) agrees not to access or use the Services in violation of any U.S. export embargo, prohibition or restriction and (c) will not submit to the Services any information controlled under the U.S. International Traffic in Arms Regulations.
20.12. Government End-Users. Elements of the Services are commercial computer software. If the user or licensee of the Services is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Services were developed fully at private expense. All other use is prohibited.
“Affiliate” means an entity that directly or indirectly owns or controls, is owned or controlled by or is under common ownership or control with a party, where “ownership” means the beneficial ownership of fifty percent (50%) or more of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.
“AUP” means the Segment Acceptable Use Policy, the current version of which is at https://segment.com/legal/acceptable-use-policy/.
“Customer Data” means data that Customer (including its Users) submits to the Services from its Sources or to configure its use of the Services. Customer Data does not include data once sent to Destinations.
“Customer Materials” means materials, systems and other resources that Customer provides to Segment in connection with Technical Services.
“DPA” means the Data Protection Addendum at https://segment.com/legal/data-protection-addendum/.
“Documentation” means Segment’s standard technical documentation for the Services, the current version of which is at https://segment.com/docs/.
“Function Terms” means the Supplemental Terms applicable for Segment Functions, the current version of which is at https://segment.com/legal/functions-terms-05-2020/.
“GDPR” means European Union Regulation 2016/679.
“High Risk Activities” means activities where use or failure of the Services could lead to death, personal injury or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles or air traffic control.
“Laws” means all relevant local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications and export of technical or personal data. Customer’s obligations include compliance with Laws relating to cross-site tracking, automated decision-making and building and sharing user profiles, if relevant to Customer’s use of the Services.
“Order Form” means any ordering documents, online registration, order descriptions or order confirmations referencing this Agreement.
“Policies” means the AUP, Security Policy, SLA and Support Policy.
“Prohibited Data” means any (a) special categories of data enumerated in GDPR, Article 9(1) or any successor legislation, (b) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”), (c) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (PCI DSS), or other financial account numbers or credentials, (d) social security numbers, driver’s license numbers or other government ID numbers or (e) any data similar to the above protected under foreign or domestic Laws.
“Security Policy” means the Segment Information Security Policy, the current version of which is at https://segment.com/legal/information-security-policy/.
“Services” means the Segment proprietary cloud service(s) specified in an Order Form (such as Connections, Protocols or Personas) as modified from time to time. The Services include Segment’s related APIs, Segment Code and Documentation, but not Technical Services, Sources, Destinations or other third-party products used by Customer with the Services.
“SLA” means the Segment Service Level Agreement, the current version of which is athttps://segment.com/legal/sla/.
“Subscription Term” means the term for Customer’s use of the Services as identified in an Order Form.
“Support Policy” means the Segment Support Policy, the current version of which is at https://segment.com/legal/support-policy/.
“Supplemental Terms” means additional terms that apply to certain Services and optional features, as specified in an Order Form, including the Function Terms for Segment Functions. The current version of the Supplemental Terms is available at https://segment.com/legal/functions-term/.
“Technical Services” means implementation or other technical services provided by Segment related to the Services, as identified in an Order Form.
“Usage Data” means technical logs, account and login data, and data and learnings that Segment collects in connection with Customer’s use of the Services (e.g., frequency of logins, volume of Customer Data collected or sent to Destinations).
“User” means any employee or contractor of Customer or its Affiliates that Customer allows to use the Services on its behalf.