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Segment Partner Program Agreement
Segment Partner Program Agreement
This Segment Partner Program Agreement (“Agreement”) by and between the Partner accepting this Agreement, and Segment.io, Inc. (“Segment”), is effective as of the date on which this Agreement is accepted by the Partner (the “Effective Date”).
1. Program Activities.
This Agreement governs participation in Segment’s partner program related to its Service (the “Program”). The main body of this Agreement provides the framework for Partner’s participation in the Program and specific details about Partner’s participation. All Program activities are also subject to any applicable Program Policies. Segment will determine Partner’s Program Tier (as referenced in the Program Policies). Segment will provide Partner with email notice of its Program Tier and any subsequent changes thereto in accordance with Segment’s standard Program practices. Subject to Partner’s compliance with this Agreement and the Program Policies, Partner will enjoy the benefits for its applicable Program Tier.
2. Certain Definitions.
“Customer Agreement” means the Segment Online Customer Agreement found at https://segment.com/docs/legal/terms/ (as may be modified by Segment from time to time). Alternatively, if applicable for a Customer, “Customer Agreement” means the Master Subscription Agreement or other applicable agreement for use of the Service.
“Customer” means a third party that is a customer or prospective customer of the Service.
“Customer Data” is data collected from sources (such as websites, mobile apps, or accounts at third party services) that belong to a Customer.
“Non-Production Use” means Partner’s use of the Service for internal training and demonstrations to Customers.
“MTU/API Usage Maximum” means (i) ten thousand (10,000) monthly tracked users (MTUs) per month, and (ii) one million (1,000,000) API calls per month.
“Program Policies” means any standard Program policies published by Segment (as may be modified by Segment from time to time), which set forth the benefits and requirements for participation in the Program as may vary based on Partner’s Program Tier.
“Referral Addendum” means the Referral Addendum attached to this Agreement as Addendum 1 (provided separately).“Segment Marks” means Segment’s name, trademarks, service marks, logos and images, described in Section 5.1 and the Program Policies.
“Segment Marketing Collateral” means any Segment marketing materials regarding the Service provided by Segment to Partner hereunder.
“Service” means Segment’s hosted customer data infrastructure solution available at https://app.segment.com/signup.
“Sign-Up Flow” is the Segment account creation page found at https://segment.com/signup (or a successor URL).
3. Use of Segment Service.
3.1 Non-Production Use by Partner. Subject to the terms and conditions of this Agreement, during the Term, Partner may access and use the Service solely for Non-Production Use. Partner represents and warrants that it will (a) only submit fabricated (i.e. “dummy”) data to the Service and not submit any Customer Data (or other third-party data) to the Service, or (b) not allow a Customer to directly access the Service through Partner’s account. Partner agrees that it will not resell or charge any fee for the Service made available hereunder for Non-Production Use.
3.2 Use by Customers. A Customer may directly access and use the Service by (i) using the Sign-Up Flow to create a free Developer account and clicking to accept the Customer Agreement or (ii) separately entering into a Customer Agreement with Segment. Partner may not complete the Sign-Up Flow (or enter into a Customer Agreement) for or on behalf of any Customer. All Customer use of the Service is subject to the applicable Customer Agreement, and any Customer Data must be submitted to the Service using a Customer’s own account with the Service. Partner may only access or use the account of a Customer (a) to the extent such Customer has granted Partner access as a “Permitted User” (as defined in the applicable Customer Agreement) through the Service, (b) under the direct supervision of Customer and (c) for no other purpose than assisting Customer in evaluating or using the Service. Any use of a Customer’s account by Partner remains subject to such Customer’s own Customer Agreement.
4. Access to Developer Center and API.
Subject to the terms and conditions of this Agreement, during the Term Partner may request access to Segment’s Developer Center APIs (“Developer Center”), generally available Platform and/or Developer APIs, and associated documentation (collectively, “Segment Developer Materials”), and Segment may provide Partner access to the Segment Materials in Segment’s sole discretion. Notwithstanding anything to the contrary in this Agreement, Partner shall not (i) sublicense (or purport to sublicense), distribute or disclose any of the Segment Developer Materials, in whole or in part, to any third party or use the Materials on a service bureau basis or otherwise on behalf of any third party, (ii) export any Developer Materials in violation of applicable laws or regulations, (iii) engage in any activity, including the development or distribution of any software (whether in the form of object code or source code), that interferes with, disrupts, damages, or accesses in an unauthorized manner the Service or any Segment platform, server, or system, (iv) other than as expressly authorized by this Agreement, make any statements that Partner’s product or service is “certified” or otherwise endorsed, or that its performance is guaranteed, by Segment, (v) decompile, reverse engineer, disassemble, rent, lease, loan, distribute, or create derivative works from the Segment Developer Materials or any portion thereof, (vi) attempt to circumvent any security measures or technical limitations, (vii) use the Segment Developer Materials or any associated data or content in any manner or for any purpose that violates any Law or any right of any person, including but not limited to any intellectual property rights or rights of privacy, or (viii) otherwise use or exploit the Segment Developer Materials for any purpose other than as expressly permitted by this Agreement.
5. Trademark Licenses.
5.1 Segment Marks and Marketing Collateral. Subject to the terms and conditions of this Agreement, Segment hereby grants Partner a non-exclusive, non-transferable, non- sublicensable license to use the Segment Marks and Segment Marketing Collateral solely (i) for Partner to identify itself as a “Segment Partner” (or other designation specified by Segment) and (ii) for purposes of any additional marketing activities permitted in the Program Policies. Partner’s use of any Segment Marks and Segment Marketing Collateral must conform to the Segment Identity Guidelines (https://brand.segment.com/) or other guidelines provided in writing by Segment, which may be updated by Segment from time to time. Any other use of Segment Marks by Partner will be subject to Segment’s prior written approval.
5.2 Restrictions. Partner agrees that it will: (a) provide samples of its use of Segment Marks upon request; (b) promptly cease any problematic use of Segment Marks identified by Segment; (c) not remove or obscure any Segment Marks or other proprietary notices contained in the Service or any Segment Marketing Collateral or otherwise modify any Segment Marketing Collateral without Segment’s prior written consent; and (d) not register, or attempt to register, or take any other action with respect to any trademark or domain name containing the word “Segment” or any name of a Segment product, feature, service or anything confusingly similar. Partner acknowledges that its promotion of Segment and the Service in a professional and positive manner consistent with the Segment Marketing Collateral and any other materials provided by Segment is essential to Segment’s goodwill in the Service, and agrees that its failure to do so shall be a material breach of this Agreement. All goodwill arising from the use of the Segment Marks shall be vested in and inure to the benefit of Segment.
5.3 Partner Identification. Partner agrees that Segment may use Partner’s name, trademarks and logo to identify it as a “Segment Partner” (or other designation as may be specified by Segment) and for purposes of the activities described in this Agreement and the Program Policies. All goodwill arising from the use of Partner’s name and logo shall be vested in and inure to the benefit of Partner.
6. Intellectual Property Rights.
6.1 Segment Ownership. Notwithstanding anything to the contrary herein (except for the limited license rights expressly provided herein), Segment and its suppliers have and will retain all rights, title and interest (including, without limitation, all patent, copyright, trademark, trade secret or other proprietary rights) in and to the Service, Segment Marks, any Segment Marketing Collateral and all modifications thereto and derivative works based thereon, including as may incorporate any Feedback. All such materials are offered by Segment on a license basis only.
6.2 No IP Development. Under this Agreement, neither party anticipates developing any technology or intellectual property rights with, on behalf of or to be provided to the other party. Any such activities would be governed by a separate written agreement between the parties. For clarity, the foregoing does not restrict either party from using generally available middleware or APIs (or similar offerings) of the other party or third parties, subject to applicable licensing terms and applicable law.
6.3 Feedback. If Partner elects to provide any suggestions, comments, or other input regarding Segment’s products or services or the Program (collectively, “Feedback”), Segment may use, disclose, distribute and otherwise exploit such Feedback in any manner without charge or obligation on account of intellectual property rights or otherwise.
7. Partner Obligations.
7.1 Conduct. Partner shall not (a) hold itself out as a reseller or distributor of the Service, (b) make any legal representations, guarantees or warranties of any type on behalf of Segment or with respect to the specifications, features, capabilities or otherwise concerning the Service, or describe in the Service in a manner inconsistent with the Segment Marketing Collateral or any other materials provided by Segment to Partner hereunder, or (c) engage in any deceptive, misleading, illegal or unethical practices under this Agreement.
7.2 Partner Services. To the extent Partner provides any of its own products or services (“Partner Services”) to Customers, Partner remains solely responsible for the Partner Services and its own relationships and agreements related to the same.
7.3 Anti-Corruption. Partner agrees it shall comply with all applicable domestic, foreign and local anti-bribery and anti-corruption laws and regulations, including but not limited to the U.K. Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 (as amended pursuant to the 1988 Amendments and the International Anti-Bribery and Fair Competition Act of 1998) and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions. Without limiting the generality of the foregoing obligation, Partner will not give, offer, or promise any payment or any item of value to: (1) any non-U.S. government official, which shall include any person working for a state owned entity; (2) any non-U.S. political party official or political party; (3) any candidate for a non-U.S. political office; or (4) any officer or employee of a public international organization (each, an “Official”), for the purpose of influencing any act or decision of these individuals in their official capacity to help Segment obtain or retain business, or gain any unfair advantage. Partner represents and warrants that neither it nor any of its officers, directors, or employees is an Official, and that it will not retain any Official in connection with the performance of its activities hereunder. Notwithstanding any other termination provisions in this Agreement, Segment may terminate this Agreement if it determines, in its sole discretion, that Partner has breached this Section 7.3.
7.4 Non-Disparage Clause. During the Term of this Agreement, Segment and the Partner agree not to make any public statement (whether written or oral) that is intended to criticize or disparage the other party, any of its affiliates, or any of the other party’s officers, managers, or directors.
7.5 No Resale. For clarity, Partner is granted no right to (and shall not) resell, re-frame or otherwise make available the Service, except as may be agreed pursuant to a separate written agreement between Segment and Partner.
7.6 No Fees or Expenses. Except as expressly provided in the Referral Addendum, there are no fees, revenue share, referral fees or other amounts due from either party to the other under this Agreement. Each party will be solely responsible for its expenses and costs of performing under this Agreement.
8. Term of Agreement.
8.1 Term. Unless earlier terminated as permitted in this Agreement, this Agreement is effective as of the Effective Date and will continue for twelve months (the “Initial Term”); thereafter, this Agreement shall automatically renew for twelve (12) month periods (each, a “Renewal Term”) unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current Initial or Renewal Term. The “Term” refers to the Initial Term and any Renewal Term(s), collectively. Either party may terminate this Agreement for no reason or any reason upon sixty (60) days’ written notice to the other party. Segment may terminate this Agreement effective immediately upon notice if it ceases to offer the Program. Either party may also terminate this Agreement if the other party fails to cure any material breach of this Agreement within thirty (30) days after written notice of such breach.
8.2 Effect of Termination. Upon any expiration or termination of this Agreement, (i) each party will return or destroy (and certify destruction of) the other party’s Confidential Information, (i) all licenses granted under this Agreement will immediately cease, and (iii) Partner will immediately cease identifying itself as a “Segment Partner” (or other designation specified by Segment). Neither party shall have any liability to the other party of any type arising solely from termination of this Agreement as permitted hereunder. Except where an exclusive remedy is specified, the exercise by either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise. Sections 5.2 (Restrictions), 6 (Intellectual Property Rights), 7.1 (Conduct), 7.2 (Partner Services), 7.3 (Anti-Corruption), 8 (Term of Agreement), 9 (Warranty and Disclaimer), 10 (Limitation of Remedies and Damages), 11 (Indemnification), 12 (Confidential Information) and 13 (General) shall survive any termination or expiration of this Agreement.
9. Warranty and Disclaimer.
9.1 Warranties. Partner represents and warrants to Segment that (a) it has the required power and authority to enter into this Agreement and to perform its obligations hereunder (b) the execution of this Agreement and performance of its obligations hereunder do not and will not violate any other agreement to which it is a party; and (c) its acts or omissions in connection with the Program or this Agreement will comply with all applicable laws.
9.2 Disclaimer of Warranties. THE SEGMENT SERVICE, SEGMENT MARKS, SEGMENT MARKETING COLLATERAL, AND ALL OTHER MATERIALS PROVIDED BY SEGMENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER SEGMENT NOR ITS SUPPLIERS MAKES ANY WARRANTIES, CONDITIONS OR UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. SEGMENT HAS NO WARRANTY, SUPPORT, SERVICE LEVEL, OR INDEMNITY OBLIGATIONS FOR THE SERVICE UNDER THIS AGREEMENT.
10. Limitation of Remedies and Damages.
10.1 Waiver of Consequential Damages. EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), TO THE FULLEST EXTENT ALLOWED BY LAW, EACH PARTY AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
10.2 Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, TO THE FULLEST EXTENT ALLOWED BY LAW, EACH PARTY’S AND ITS SUPPLIERS’ ENTIRE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED TEN THOUSAND DOLLARS (US$10,000) OR (IF GREATER) THE AMOUNT OF ANY COMMISSIONS PAID OR PAYABLE BY SEGMENT TO PARTNER PURSUANT TO ANY REFERRAL PROGRAM REFERENCED ON A PROGRAM SCHEDULE. “Excluded Claims” means claims arising under Sections 11 (Indemnification) or 12 (Confidential Information).
10.3 Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 10 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 specified in this Agreement is found to have failed of its essential purpose.
Each party (as “Indemnifying Party”) will defend, indemnify and hold harmless the other party and its officers, directors, employees, representatives and agents (collectively, “Indemnified Party”) from and against any third party claims, demands, losses, costs, expenses, damages and liabilities (including reasonable attorneys’ fees) to the extent arising from or relating to (1) an allegation that the Indemnifying Party’s Marks, when used as authorized in this Agreement, infringe the trademark rights of such third party or (2) in the case of Partner as Indemnifying Party, the Partner Services or Partner’s breach or alleged breach of Section 7.1 (Conduct) or Section 7.3 (Anti-Corruption). The Indemnifying Party’s obligations are subject to receiving: (i) prompt written notice of such claim (but in any event notice in sufficient time for the Indemnifying Party to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim (except that the Indemnifying Party may not settle any claim without the prior written consent of the Indemnified Party if the settlement requires the Indemnified Party to admit any liability or take any action, or refrain from taking any action (other than ceasing use of infringing materials)); and (iii) all reasonable necessary cooperation of the Indemnified Party. The Indemnified Party may participate in the defense of any such claims by counsel of its own choosing, at its cost and expense.
12. Confidential Information.
Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that any such information is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Service and any technical information and other code or data of any type provided by Segment (or its agents) shall be deemed Confidential Information of Segment without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. In addition, the Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm to the Disclosing Party that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever remedies it might have at law.
13.1 Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Segment may assign this Agreement to any affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of Segment’s assets related to this Agreement or voting securities. Partner may not assign or transfer this Agreement, in whole or in part, without Segment’s prior written consent. Any attempt by Partner to transfer or assign this Agreement without such written consent will be null and void.
13.2 Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.
13.3 Governing Law; Jurisdiction and Venue. This Agreement and all related actions and proceedings shall be governed by the laws of the State of California and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to the subject matter hereof shall be the California state and United States federal courts located in San Francisco, California, and both parties hereby submit to the personal jurisdiction of such courts.
13.4 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.
13.5 Notices and Reports. Any notice or report hereunder shall be in writing to the notice address set forth below and shall be deemed given: (i) upon receipt if by personal delivery; (ii) upon receipt if sent by certified or registered U.S. mail (return receipt requested); or (iii) one day after it is sent if by next day delivery by a major commercial delivery service.
13.6 Amendments; Waivers. Without limiting Segment’s right to modify the Program Policies, no supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived.
13.7 Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.
13.8 Independent Contractors. The parties to this Agreement are independent contractors. Irrespective of any use of terms such as “partner”, there is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
13.9 Non-Exclusive. The rights granted to Partner hereunder are non-exclusive and nothing in this Agreement shall be deemed to prohibit either party from entering into any partner, customer, referral, resale or other agreement with any party anywhere in the world either during or after the Term of this Agreement. Nothing herein limits Segment in the conduct of its own relationships with customers or prospective customers.
13.10 Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to unforeseen events, which occur after the signing of this Agreement and which are beyond the reasonable control of the parties, such as strikes, blockade, war, terrorism, riots, natural disasters, refusal of license by the government or other governmental agencies, in so far as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.