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Technical Services Addendum

This Technical Services Addendum (“Addendum”) is entered into by and between Segment.io, Inc. (“Segment”) and Customer and amends the Segment Master Subscription Agreement or other applicable agreement between Segment and Customer governing Customer’s subscription to the Service(s) (the “Agreement”) with additional terms specific to Technical Services. This Addendum will be effective as of the Effective Date of any Order Form in which it is referenced and will control in event of any conflict with the Agreement. Except as expressly set forth in this Addendum, all of the terms and conditions of the Agreement will remain in full force and effect. Capitalized terms not defined in this Addendum have the meanings given in the Agreement.

  1. Definitions.

Customer Materials” means materials, systems and other resources that Customer provides to Segment in connection with Technical Services.

Technical Services” means premium support, implementation or other technical services provided by Segment, as set forth in an Order Form. For clarity, the “Service(s)” do not include Technical Services.

2.     Scope and Fees. Any purchased Technical Services will be as described in the relevant Order Form, subject to the fees and any additional terms in the Order Form. Customer will reimburse Segment for reasonable, pre-approved travel and lodging expenses incurred in providing Technical Services. For prepaid Technical Services, unless specified in the Order Form, Customer is paying for the availability and efforts of Segment personnel over the time period specified in the Order Form (e.g., up to eight hours in a week); any unused time expires at the end of such period (or at maximum, six (6) months after purchase) and may not be banked, accumulated or saved for future periods or purchases.

3.     Access to Customer Materials. To facilitate Technical Services, Customer will provide Segment with access to reasonably requested Customer Materials and cooperation 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 Customer does. Segment will use Customer Materials only for purposes of providing Technical Services.

4.     Ownership. Customer agrees that Segment or its suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Technical Services, any deliverables and any and all related and underlying technology and documentation and any derivative works, modifications or improvements of any of the foregoing, including as may incorporate Feedback. If Segment provides deliverables as part of Technical Services, Customer may use the deliverables only as part of its authorized use of the Service(s), subject to the same terms as for the Service(s) in the Agreement.

5.     Warranty Disclaimer. Except for any limited warranty set out in an applicable Order Form, Technical Services and any associated deliverables are provided “AS IS” and are subject to Segment’s warranty disclaimers in the Agreement.

6.     Indemnity. Subject to the terms for Customer’s indemnification obligations in the Agreement, Customer shall also indemnify, defend and hold harmless Segment from and against any and all third-party claims, costs, damages, losses, liabilities and expenses arising out of or in connection with Customer Materials.