TERMS OF SERVICE
These Terms of Service (“Terms”) apply when you (“your and User” below) create an account to use any features, services, products or tools (together the “Services”) offered on our platform (the “Platform”). These terms are separate to the terms which apply when you are using our website (the “Website Terms”) and which can be found in the footer of the website (“Site”).
If you sign up to our Platform or use our Services, you’ll be confirming that you intend to use the Platform and Services in the course of your business, craft, trade or profession and that you are a ‘trader’ and not a ‘consumer’ under UK consumer law. When you use the Services on behalf of a Company, then by accepting these Terms you confirm that you have sufficient authority to enter into a contract on the Company’s behalf and that you understand and agree that the Company will be our User and not you personally.
IF YOU DO NOT ACCEPT OR AGREE WITH THESE TERMS YOU CANNOT USE THE PLATFORM OR OUR SERVICES. IF YOU HAVE PROCEEDED TO PAYMENT AND THEN COMMENCED USE OF THE SERVICES WE WILL DETERMINE THAT YOU HAVE ACCEPTED THESE TERMS IN FULL.
Please note that we may change, modify, add or remove sections of these Terms from time to time. We will post any changes to our Site by updating these Terms, but we may not make any separate publication about such changes, so please revisit these Terms every so often, because we assume that you agree with these Terms at all material times if you continue to use our Services.
These Terms were last updated on 22 September 2023.
1.1 The definitions and rules of interpretation in this clause apply in these Terms
Authorised Users: means those employees, agents and independent contractors of User or a User Affiliate who have been authorised by User to use the Products in accordance with these Terms.
Business Day: means any day that is not a Saturday, Sunday or public holiday in the United Kingdom.
Confidential Information: means any information disclosed by or on behalf of a party (the “Disclosing Party”) to the other party (the “Receiving Party”) or its Representatives (as defined below) that would be regarded as confidential by a reasonable business person relating to the business, affairs, Users, clients, suppliers, plans, intentions, market opportunities, operations, processes, product information, know-how, designs, trade secrets or software of a party or any of its subsidiaries or affiliates (but not information that is publicly known through no fault of the Receiving Party). Information shall not constitute Confidential Information for the purposes of these Terms to the extent that the information (a) is or becomes publicly available through no fault of the Receiving Party; (b) is already in the Receiving Party’s lawful possession prior to the Disclosing Party’s disclosure; (c) is received by the Receiving Party from a third party without any restriction and without breach of any confidentiality obligation; or (d) is developed independently without assistance of the Disclosing Party and without the use of any information disclosed by the Disclosing Party. To implement exchanges of Confidential Information pursuant to these Terms, from time to time, either party may be the Disclosing Party and the other party shall be the Receiving Party.
User Affiliate: means an entity which directly or indirectly controls, is controlled by, or is under common control by or with a User.
User Data means (i) the data inputted by User or an Authorised User for the purpose of using the Products or facilitating User’s use of the Products, and (ii) data inputted by and collected from users of the User Site (as defined below).
User Site: means those website URLs and mobile applications (as applicable) owned and operated by User or a User Affiliate on which User elects, and SegmentStream agrees, to implement the Script (as defined herein) and provide the Products, as such properties are more particularly detailed in the Order Form.
Fees: means the subscription fees as set out on the Site - Pricing Page from time to time.
Generally Applicable Know-How: means all material and know-how, including software (including any modifications now in effect or later developed and/or documentation related to it), code, product, invention, discovery, improvement and information, in each case generally applicable to SegmentStream’s technology, business, business methods and processes (including SegmentStream’s underlying information collection methodologies) that are created, derived, prepared, modified or generated by or in collaboration with SegmentStream and/or its sub-contractors pursuant to (and/or as a consequence of) the Products.
Initial Term: means the fixed period of 12 months commencing on the date the Fees are received.
Intellectual Property Rights: means all intellectual property rights in any part of the world, including patents, rights to inventions, utility models, copyright and related rights, trade and service marks, trade, business and domain names, rights in trade dress, rights to goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, semiconductor and topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future.
Products: means the products and access thereto, ordered by User under these Terms,, but expressly excluding any Third-Party Products (as defined herein).
Renewal Term: means a period of 12 months from the end of the Initial Term or a previous term.
Virus: means anything or device (including any software, code, file or program) that may: (i) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; (ii) prevent, impair or otherwise adversely affect access to or the operation of any program or data; or (iii) adversely affect the user experience, including worms, trojan horses, malware, viruses and other similar things or devices, now known or later developed.
1.2 Clause and schedule headings are for informational and organisational purposes only and shall not affect the interpretation of these Terms.
1.3 Where the words "include," "includes," "including" or "in particular" are used these Terms, they are deemed to have the words “without limitation” following them. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
2. SUPPLY OF THE PRODUCTS
2.2 User shall (a) permit, assist and cooperate with SegmentStream to monitor certain advertising data for its own internal purpose; (b) provide SegmentStream with: (i) all necessary cooperation in relation to these Terms; and (ii) all necessary access to such information as may be required in order to render and receive the Products, including access to User Data, security access information and configuration settings and services; (c) comply with all applicable laws and regulations of any government agency with respect to its activities under these Terms; (d) carry out all of its responsibilities set forth in these Terms in a timely and efficient manner. If there are delays in User's provision of any assistance or information as agreed by the parties, SegmentStream may adjust any agreed upon timetable or delivery schedule as reasonably necessary to compensate for such delay; and (e) be solely responsible for: (i) procuring and maintaining User’s computer devices, network connections and telecommunications links, and the security thereof; (ii) all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to User’s own network connections or telecommunications links or caused by the internet; and (iii) all uses of User’s account. User agrees to ensure that its network and systems (including its internet browser) comply with the specifications provided by SegmentStream as modified or amended. Although SegmentStream has no obligation to monitor User’s use of the Products, SegmentStream may do so and may prohibit any use of the Products it believes may be (or is alleged to be) in violation of these Terms.
2.3 User agrees that SegmentStream is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and User acknowledges that the Products may be subject to limitations, delays and other problems inherent in the use of such communications facilities. Other than as expressly provided in these Terms, no implied conditions, warranties or other terms apply (including any implied warranties or terms as to User's use of the Products being uninterrupted or error-free or fitness for a particular purpose). User acknowledges, agrees and understands that nothing herein shall be construed as, or considered a guaranty of performance of the Products by SegmentStream, including, but not limited to the success of such Product.
2.4 these Terms shall not prevent SegmentStream from entering into similar agreements with any third parties, or from independently developing, using, selling or licensing documentation, products and/or services that are similar to those provided under these Terms.
2.5 User acknowledges that the Products may enable or assist it to access, interact with, and/or purchase products, technology and/or services from certain third parties (each a “Third-Party Product”). When User accesses any Third-Party Product, it does so at its own risk. Any use of a Third-Party Products is subject solely to the terms and conditions governing such Third-Party Products (and User shall materially comply with such terms and conditions), and any contract entered into, or any transaction completed via any Third-Party Product, is between User and the relevant third party, and not to SegmentStream. SegmentStream makes no representation and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such Third-Party Product or any contract entered into and any transactions completed by User with any such third party. User acknowledges that use of the Third-Party Products may involve the exchange of User Data between the Products and such Third-Party Products, and that such exchange of User Data may involve a transfer of personal data outside the European Economic Area. User hereby consents to such exchange of User Data and warrants that such exchange complies with the terms of all applicable laws. Further, User acknowledges and agrees that, if User or an Authorized User installs or enables a Third-Party Product, User grants SegmentStream permission to allow the provider of such Third-Party Product to access User Data solely to the extent required for the interoperation of the Third-Party Product with the Products or as User may otherwise authorize or direct.
3. USER’S USE OF THE PRODUCTS
3.1 Subject to the terms and conditions of these Terms (including payment by User of the Fees and the restrictions set out in this clause 3), SegmentStream hereby grants User a non-exclusive, non-transferable, non-sublicensable, freely revocable right and licence, during the period where the Products are being used, to:
(a) integrate the Script with the User Sites; and
(b) permit User and the Authorised Users to use the Products, in each case, in accordance with the terms and conditions of these Terms and solely for User's internal business operations.
3.2 User hereby grants to SegmentStream a non-exclusive, royalty-free, non-transferable, freely revocable right and licence to use, modify, create derivative works of, transfer, and otherwise reproduce in any medium, currently known or developed in the future, any User Data for the sole purposes of (a) rendering the Products under these Terms, and (b) developing, maintaining or improving the Products.
3.3 User shall: (a) keep secure and confidential any PIN codes, API keys and passwords necessary for accessing and using the Products; (b) use all reasonable efforts to not access, store, distribute or transmit any Viruses when accessing and using the Products; and (c) use all reasonable endeavours to prevent any unauthorised access to, or use of, the Products and, in the event of any such unauthorised access or use, to promptly notify SegmentStream and reasonably cooperate with SegmentStream to block the unauthorised access or use.
3.4 User shall not, directly or indirectly: (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: (i) and except to the extent expressly permitted under these Terms, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Script (as applicable) or the Products in any form or media, their derivatives, source codes, or templates, or by any means; or (ii) attempt to reverse compile, disassemble, tamper with, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Script or Products or any other products which SegmentStream owns that is outside of the scope of these Terms; (b) use the Products in a manner that is illegal or facilitates illegal activity, or causes damage or injury to any person or property or tortuously violates any rights or interests; (c) use any automated system, including "robots," "spiders," or "offline readers," to access the Products in a manner that sends more request messages to the Products than a human can reasonably produce in the same period of time by using a conventional online web browser; (d) attempt to interfere with or compromise the integrity or security of the Products; (e) access all or any part of the Products in order to build or facilitate a product or service that competes with the Products; (f) license, sell, rent, lease, transfer, assign, distribute, display, disclose, provide, or otherwise commercially exploit, or otherwise make the Products available to any third party (other than to an Authorised User in accordance with clause 3.1); (g) attempt to obtain, or assist any third party in obtaining, access to the Products or services other than as provided under these Terms; (h) use the Product, Script or any work product developed under these Terms by SegmentStream after the earlier expiration, termination of default of these Terms. User Acknowledges and understands that continued use of the Products after the expiration or termination of these Terms shall cause irreparable harm to SegmentStream, and accordingly, SegmentStream may take any and all actions necessary and appropriate to protect its rights, and in addition to payment of all Fees for the time of unauthorised use shall be responsible for all costs and damages incurred in SegmentStream’s efforts to secure compliance, including legal fees; or (i) purport, promise or agree to do any of the foregoing. SegmentStream may, at its sole discretion and without liability and without being subject to damages, or prejudice to its other rights under these Terms, disable User’s and/or any Authorised Users’ access to the Products for any breach or suspected breach of this clause 3.4.
3.5 User shall ensure that all Authorised Users comply with the terms of these Terms. User shall be primarily responsible for all activities conducted under its or its Authorised Users’ logins. Without prejudice to SegmentStream’s other rights under these Terms, User shall notify SegmentStream immediately in the event that any Authorised User is in breach of these Terms and shall ensure that such Authorised User immediately discontinues its use of the Products. User shall reasonably cooperate with SegmentStream to remedy any misuse of the Script or the Products or any conduct that is or would constitute a breach of the terms of these Terms.
5. CHARGES AND PAYMENT
5.1 General payment information
You will pay us the Fees together with any VAT for each plan you subscribe for or purchase in accordance with these Terms. Full details of the applicable Fees can be found on our pricing page.
We reserve the right to change the Fees at the end of the Initial Service Term or applicable Renewal Period upon prior notice to you, which may be sent by email.
You will be responsible for all taxes associated with your use of Services that are attributable to or due by you. If an applicable tax authority requires us to pay any taxes that should have been payable by you, we will advise you in writing, and you will promptly reimburse us for the amounts paid.
We do not process refunds under any circumstances.
5.2 Payment Mechanism
Our payment collection mechanism is via Stripe unless otherwise agreed and you agree that your auto-renewal can be collected automatically without notice from the card on file.
6. PROPRIETARY RIGHTS
6.1 The User acknowledges and agrees that SegmentStream and/or its licensors or partners own all Intellectual Property Rights and any other rights in or arising out of or in connection with the Products and the Generally Applicable Know-How. Except as expressly stated in these Terms, these Terms does not grant User any Intellectual Property Rights or any other rights or licences in respect of the Products or the Generally Applicable Know-How, and User shall not acquire or claim any rights in respect of the same by virtue of the rights granted under these Terms. SegmentStream expressly reserves all right, title and interest in and to any Intellectual Property Rights not specifically granted to User herein. SegmentStream grants no licence, whether implied or express, except as specifically set forth in these Terms and/or any Sales Order.
6.2 SegmentStream acknowledges and agrees that User (or User Affiliate(s) as applicable) and/or its licensors own all Intellectual Property Rights and any other rights in User Data and the User Site. Except as expressly stated in these Terms, these Terms does not grant SegmentStream any Intellectual Property Rights or any other rights or licences in respect of User Data or the User Site and SegmentStream shall not acquire or claim any rights in respect of User Data or the User Site by virtue of the rights granted under these Terms.
6.3 (i) As between User and SegmentStream, User will retain all ownership rights in and to all copyrightable works, deliverables, designs, inventions, know-how, software, techniques, trade secrets, work product and other materials created by or for User without any contribution by SegmentStream (“User Materials”). Subject to the terms of these Terms, User grants SegmentStream a non-exclusive, non-transferable, worldwide, royalty-free licence to reproduce, perform, display, distribute, create derivative works of, and otherwise use the User Materials in connection with providing the Product and/or Additional Services during the Subscription Term and otherwise performing its obligations under these Terms. (ii) As between User and SegmentStream, SegmentStream will retain all ownership rights in and to all copyrightable works, deliverables, designs, inventions, know-how, software, techniques, trade secrets, work product and other materials created by or for SegmentStream, (either alone or jointly with User or others) either existing at this time or later developed, and provided to User under the Order Form, and any derivative works thereof, excluding any incorporated User Confidential Information (collectively, “SegmentStream Materials”). Subject to the terms of these Terms, SegmentStream grants User a non-exclusive, non-transferable, worldwide, royalty-free licence to reproduce, perform, display, distribute, create derivative works of, and otherwise use the SegmentStream Materials in connection with receiving the Product and/or Additional Services during the Subscription Term and otherwise performing its obligations under these Terms.
7.1 The Receiving Party shall hold all Confidential Information in confidence and, unless required by law, not make Confidential Information available to any third party, or use the Confidential Information for any purpose other than the performance of its obligations or exercise of its rights under these Terms.
7.2 Without prejudice to clause 8.1, the Receiving Party may disclose Confidential Information to those of its affiliates, employees, agents and advisors (together the “Representatives”) who need to know such Confidential Information solely in connection with the implementation of these Terms, provided that the Receiving Party is at all times responsible for its Representatives’ compliance with the obligations set out in these Terms. Each party shall procure that its Representatives are bound by confidentiality agreements applicable to the Confidential Information supplied to the Receiving Party on terms no less onerous than those contained in this clause 8. Subject to the foregoing, neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party, provided that such loss, destruction, alteration or disclosure was not caused or Authorised by the Receiving Party.
7.3 The Disclosing Party hereby represents and warrants that it has the right and authority to disclose the Confidential Information to the Receiving Party (or its Representatives).
7.4 The Receiving Party agrees that the Confidential Information is and shall at all times, unless otherwise notified, remain the exclusive property of the Disclosing Party and the Receiving Party shall not acquire, by implication or otherwise, any right, title, interest or licence in or to any Confidential Information or to any intellectual property rights, if any, embodied in such Confidential Information. The Receiving Party acknowledges and agrees that Disclosing Party may be irreparably harmed by a breach of the terms of these Terms and that damages may not be an adequate remedy. The Disclosing Party shall be entitled to seek an injunction or specific performance for any threatened or actual breach of the provisions of these Terms by the Receiving Party or any other person receiving Confidential Information pursuant to these Terms
8.1 SegmentStream shall, subject to the remainder of this clause 8, defend User, and its officers, directors and employees, against any claim that the Products infringe any UK, EU or United States patent effective as of the Effective Date only or any other Intellectual Property Rights, provided that: (a) SegmentStream is given prompt notice of any such claim; (b) User provides reasonable co-operation to SegmentStream in the defence and settlement of such claim, at SegmentStream's reasonable expense; (c) SegmentStream is given sole authority to defend or settle the claim; and (d) except with SegmentStream’s prior written permission, User makes no admission and takes no action which would compromise SegmentStream’s defence or settlement of the claim or any counterclaim by SegmentStream.
8.2 In the defence or settlement of any claim, SegmentStream’s sole obligation (in addition to the payment of any judgment or settlement) shall be to: procure the right for User to continue using the Products, replace or modify the Products so that they become non-infringing or, if such remedies are not reasonably available, terminate these Terms on two (2) Business Days’ notice to User, in which case SegmentStream shall repay to User any prepaid but unused Fees as at the date of termination, but without any additional liability or obligation to pay damages or other additional costs to User. Under no circumstances shall SegmentStream indemnify User or be liable to or on behalf of User beyond what is stated in the foregoing sentence.
8.3 Notwithstanding the foregoing, in no event shall SegmentStream, or its employees, agents and sub-contractors, be liable to or obligated to defend User under clause 9.1 to the extent that the alleged infringement is based on: (a) a modification of the Products or Script by anyone other than SegmentStream or SegmentStream’s Authorised sub-contractors; (b) User's use of the Products in a manner contrary to the terms of these Terms, or the reasonable instructions given to User by SegmentStream; or (c) any combination of services, software or other materials with the Products (including the Script), to the extent the infringement relates to such combination. For the avoidance of doubt, SegmentStream’s indemnification obligations in clause 9 of these Terms will not apply to third-party content and/or Third-Party Products accessed through the Products and/or Additional Services.
8.4 The foregoing constitutes User’s sole and exclusive rights and remedies, and SegmentStream’s (including SegmentStream’s employees’, agents’ and sub-contractors’) entire obligations and liability to User, for infringement or alleged infringement of any patent or other Intellectual Property Right.
9. LIMITATION OF LIABILITY
9.1 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our team and for fraud or fraudulent misrepresentation.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE AND OUR OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES WILL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY:
- (A) FOR USE OF THE PLATFORM, SERVICES OR FOR ERROR OR INTERRUPTION OF USE OF THE PLATFORM OR SERVICES;
- (B) FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS;
- (C) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES;
- (D) FOR ANY MATTER BEYOND OUR REASONABLE CONTROL; OR
- (E) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU TO US FOR THE SERVICES UNDER THESE TERMS IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Allocation of risk
These Terms fairly allocate the risks between us, on the one hand, and you on the other. You acknowledge and agree that the pricing of our Services reflects this allocation of risk and the limitation of liability specified herein and that we would not enter into these Terms without such allocation and limitation.
9.3 Cannot guarantee uninterrupted service
Whilst we do not guarantee that our Platform or any Services available through it will always be available or be uninterrupted or error-free, we will use reasonable efforts consistent with prevailing industry standards to maintain the Platform in a manner which minimizes errors and interruptions in the Platform and our Services. We will perform Platform updates in a professional and workmanlike manner. The Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance or because of other causes beyond our reasonable control, but we will use reasonable efforts to communicate this via social media channels or on our Site, and we will aim to provide (where possible) an estimated time by which the Platform and Site will resume their normal service.
9.4 EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USE OF TRADE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. OUR SERVICES ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. WE SHALL HAVE NO RESPONSIBILITY FOR DETERMINING THAT YOUR PROPOSED USE OF OUR PLATFORM OR SERVICES COMPLIES WITH APPLICABLE LAWS AND REGULATIONS IN YOUR JURISDICTION(S). YOU ACKNOWLEDGE AND AGREE, THAT NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, PROVIDED BY US WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS.
10. TERM AND TERMINATION
10.1 Subject to earlier termination as provided below, our agreement under these Terms is for the Service Term specified in the plan you signed up for. Upon expiry of the Initial Service Term or an applicable Renewal Period, these Terms will be renewed automatically until terminated in accordance with this clause 10.
10.2 In addition to any other remedy, either party may terminate our agreement under these Terms upon thirty (30) days’ written notice, such notice to expire no earlier than the end of the Initial Service Term or applicable Renewal Period.
We may terminate our agreement with you at our own discretion with immediate effect for a material breach of these Terms or for any other reason including but not limited to circumstances where:
- You have broken or attempted to break the law, or put us in a position where we might break the law or any applicable regulations;
- You are using the Platform in a way that is harmful to us, such as causing harm to our Platform or our reputation;
- You have provided us with false information;
- You have been abusive (as determined in our absolute discretion) to anyone working for SegmentStream Limited or to another user; or
- If we are required to do so under any law, regulation or by a governmental or regulatory authority.
You will pay in full for the Services that you contracted for.
We will continue storing your data for a reasonable amount of time following cancellation of your subscription so that you can continue where you left off once you choose to re-subscribe, but we do not guarantee that we will store this data forever and will not be held responsible or assume any liability for its deletion. As such, we recommend you export your data before your decision to cancel your subscription so you have your own copy of that information should you need it outside of being a subscriber to the Platform.
Some of the terms in our agreement will continue to be enforceable, even after termination including, without limitation, the right to be paid, confidentiality obligations, warranty disclaimers, and limitations of liability.
11.1 Neither party shall have any liability to the other under or in connection with these Terms if it is prevented from, or delayed in performing, its obligations under these Terms or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control (a “Force Majeure Event”), including strikes, lock-outs or other industrial disputes (whether involving the workforce of either party to these Terms or any other party), failure of a utility service or transport network, act of God, war, riot, internet interruptions, civil commotion, malicious damage, compliance with any law or governmental order, rule, change in law, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors. If a Force Majeure Event prevents, hinders, or delays a party’s performance of its obligations under these Terms for a continuous period of more than 6 months, either party may terminate these Terms immediately on written notice to the other party.
11.2 SegmentStream shall be permitted to identify the User as a SegmentStream User on its website or other marketing materials and accordingly, the User hereby grants to SegmentStream the right to use and display User’s name, logo and/or any other identifying words or marks associated with the User, in whole or in part, and in any media for the sole purposes of identifying User as a User of SegmentStream. This right can be withdrawn at any time by the User by writing to SegmentStream in accordance with the notices section.
11.3 The parties are independent contracting parties and owe no fiduciary or other duties to each other except as set forth in these Terms. Neither party has, or will hold itself out as having, any right, title or authority to incur any obligation on behalf of the other party, unless expressly authorized in writing to do so. The parties' relationship in these Terms shall not be construed as a joint venture, partnership, franchise, employment or agency relationship, or as imposing any liability upon either party that otherwise might result from such a relationship.
11.4 User recognizes that SegmentStream always seeks to innovate and find ways to improve the Platform with new features and functions. User agrees that SegmentStream may, therefore, make changes to the Platform (i) without notice provided such changes do not materially adversely affect the nature or quality of the Products, or (ii) on written notice to User where such changes will materially adversely affect the nature or quality of the Products (determined at the sole discretion of SegmentStream), provided that User shall have the right to terminate the contract on giving written notice to SegmentStream not more than one (1) month following any such change taking effect. Subject to the preceding sentence, no variation of these Terms shall be valid unless it is in writing and signed by or on behalf of each of the parties.
11.5 User may submit feedback or ideas about the Platform, including how to improve the Platform or any other service offered by SegmentStream (“Feedback”). User acknowledges that no further consideration is payable as a result of such Feedback, and that SegmentStream is free (but not obligated) to use the Feedback on a non-exclusive and non-confidential basis for any business purpose, during or after the Subscription Term.
11.6 A waiver of any right under these Terms is effective only if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under these Terms or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy. Unless specifically provided otherwise, rights arising under these Terms are cumulative and do not exclude rights provided by law.
11.7 If any provision of these Terms (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of these Terms, and the validity and enforceability of the other provisions of these Terms shall not be affected. If a provision of these Terms (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
11.8 These Terms, and any documents referred to in it, constitute the whole agreement between the parties and supersede all previous agreements between the parties relating to its subject matter (including any User purchase orders). Each party acknowledges that, in entering into these Terms, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract), as expressly provided in these Terms. Each party represents and warrants that in entering into these Terms it has not relied upon any oral or written statements, collateral or other warranties, assurances, representations or undertakings (or the failure or omission of the other party to make statements, assurances, representations or undertakings) (together “Pre-Contractual Statements”) other than what is expressly set forth in these Terms. Each party waives all rights and remedies which might otherwise be available to it in relation to such Pre-Contractual Statements, including any claim it was induced into entering into these Terms or accepting its terms based on any Pre-Contractual Statements.
11.9 Neither party may assign any of its rights or obligations under these Terms without the prior written consent of the other party, except that either party may assign these Terms as a whole without such consent to an entity of good standing (other than any direct competitor of the other party) capable of complying with the rights and obligations under these Terms succeeding to all or substantially all of such assigning party’s assets or business.
11.10 A person who is not a party to these Terms shall not have any rights under or in connection with it. No third party beneficiaries are created by these Terms.
11.11 All notices must be in English, in writing, addressed (a) in the case of SegmentStream to [email protected], and (b) in the case of User to the registered address or any email address notified to SegmentStream from time to time, or such other address as either party has notified the other in accordance with this clause. All notices shall be deemed to have been given on receipt as verified by written or automated receipt or electronic log (as applicable).
11.12 These Terms, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, these Terms or its subject matter or formation (including non-contractual disputes or claim).
11.13 The User shall not permit Authorized Users to access or use the Platform or any Services in a U.S. embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation.