TERMS OF SERVICE

INTRODUCTION

These terms and conditions are entered into by and between you (“Client”) and SegAudience (“SegAudience”) (alternatively referred to herein as a “Party,” or jointly as the “Parties”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms”), govern your access to and use of SegAudience’s Services (as defined below), including any content or functionality offered through the Services.

Please read these Terms carefully. By using the Services, you accept and agree to be bound and abide by these Terms and our Privacy Policy, found at WWW (the “Privacy Policy”). If you do not agree to these Terms or the Privacy Policy, you must not access or use the Services.

AGE REQUIREMENTS (WHO CAN USE THE SERVICES)

No one under 13 is allowed to create an account or use the Services. If you are under 18, you may only use the Services with the prior consent of your parent or legal guardian. Please be sure your parent or legal guardian has reviewed and discussed these Terms with you before you start using the Services.

YOUR SegAudience ACCOUNT

You, as a User, are responsible for all activity that occurs via your account even if that activity is not by you or is without your knowledge or consent. Your account administrator may use your account information to manage your use and access to the Services and Software.

You are responsible for taking reasonable steps to maintain the security and control of your SegAudience Account. SegAudience assumes no responsibility for any loss that you may sustain due to a compromise of your account login credentials, or your failure to follow or act on any notices or alerts that we may send to your email address or telephone number. You are responsible for keeping your email address and telephone number up to date in order to receive any notices or alerts that we may send you, and you are also responsible for carefully reviewing any messages purporting to be from SegAudience to ensure they are legitimate. We assume no responsibility if you are unable to access your SegAudience Account because you cannot provide the appropriate login credentials, such as a password, email address, or telephone number. If you suspect that your SegAudience Account or any of your security details have been compromised, please contact SegAudience Support Team.

CLIENT OBLIGATIONS AND RESPONSIBILITIES

Client will:

- Appoint a Client representative to serve as the primary contact with respect to these Terms, which representative will have the authority to act on behalf of Client with respect to matters pertaining to these Terms (the “Client Contract Manager”)

- Provide copies of or access to Client’s information, documents, samples, products, or other material (collectively, “Client Materials”) as SegAudience may reasonably request in order to carry out the Services. Client and its licensors are, and will remain, the sole and exclusive owners of all rights, titles, and interests in and to all Client Materials, including any and all trade secrets, trademarks, domain names, original works of authorship and related copyrights, and any other intangible property in which any person holds proprietary rights, title, interests, or protections, however arising, pursuant to the laws of the United States (collectively “Intellectual Property”) therein. This will include all applications, registrations, renewals, issues, reissues, extensions, divisions, and continuations in connection with any of the foregoing and the goodwill connected with the use of and symbolized by any of the foregoing. SegAudience reserves the right to reject any Client Materials, as determined in SegAudience’s sole discretion.

- Respond promptly to SegAudience’s requests to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for SegAudience to perform the Services in accordance with these Terms.

- At all times relevant to these Terms, conspicuously disclose to its customers a privacy policy governing Client’s use of personally identifiable information and automatic data collection practices. Client further agrees to ensure that it complies with its privacy policy.

CONTENT AND INTELLECTUAL PROPERTY RIGHTS

LICENSE TO CERTAIN CLIENT INTELLECTUAL PROPERTY

Subject to and in accordance with the terms and conditions of these Terms, Client grants SegAudience and Permitted Third Party SegAudience Subcontractors a limited, non-exclusive, royalty-free, non-transferable, and non-sublicensable, worldwide license during the Term to use Client’s Intellectual Property solely to the extent necessary to provide the Services to Client.

Client grants no other right or license to any Client Intellectual Property to SegAudience by implication, estoppel, or otherwise. SegAudience acknowledges that Client owns all right, title, and interest in, to and under the Client’s Intellectual Property and that SegAudience will not acquire any proprietary rights therein. Any use by SegAudience or any affiliate, employee, officer, director, partner, shareholder, agent, attorney, third-party advisor, successor or permitted assign (collectively “Representatives”) of SegAudience of any of Client’s Intellectual Property and all goodwill and other rights associated therewith will inure to the benefit of Client.

SegAudience INTELLECTUAL PROPERTY

- In the course of providing the Services, SegAudience will use certain pre-existing materials consisting of documents, data, know-how, methodologies, software, and other materials, including computer programs, reports, and specifications, in each case developed or acquired by SegAudience prior to the commencement or independently of these Terms (collectively, the “Pre-Existing Materials”). SegAudience and its licensors are, and will remain, the sole and exclusive owners of all right, title, and interest in and to the Pre-Existing Materials, including all Intellectual Property therein. SegAudience hereby grants Client a revocable, limited, royalty-free, non-transferable, non-sublicensable, worldwide license to use, display, execute, reproduce, distribute, transmit, modify (including to create derivative works), import, and otherwise exploit any Pre-Existing Materials solely to the extent reasonably required in connection with Client’s receipt or use of the Services. All other rights in and to the Pre-Existing Materials are expressly reserved by SegAudience.

- In the course of providing the Services, SegAudience may use certain third-party materials consisting of documents, data, content, or specifications of third parties, and components or software including open source software that are not proprietary to SegAudience (collectively, the “Third-Party Materials”), Client will have a limited, royalty-free, non-transferable, non-sublicensable, worldwide license to use the Third-Party Materials solely to the extent reasonably required in connection with Client’s receipt or use of the Services. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants to Client or any third party, any Intellectual Property rights in the Third-Party Materials, by implication, waiver, estoppel, or otherwise. SegAudience provides all Third-Party Materials to Client on a strictly “as-is” basis.

In the course of providing the Services, SegAudience may use or create accounts with various third-party marketing platforms (“Marketing Platform Accounts”) in order to provide the Services to Client. Client acknowledges and agrees that all such Marketing Platform Accounts are, and will remain, SegAudience Intellectual Property.

AVAILABILITY AND TERMINATION OF SegAudience SERVICES

We are always trying to improve our Services. That means we may expand, add, or remove our Services, features, functionalities, and the support of certain devices and platforms. Our Services may be interrupted, including for maintenance, repairs, upgrades, or network or equipment failures. We may discontinue some or all of our Services, including certain features and the support for certain devices and platforms, at any time.

Although we hope you remain a SegAudience user, you can terminate your relationship with SegAudience anytime for any reason by deleting your account.

We may modify, suspend, or terminate your access to or use of our Services anytime for any reason, such as if you violate the letter or spirit of our Terms or create harm, risk, or possible legal exposure for us, our users, or others.

WARRANTY

The SegAudience services are provided to you “as is,” with all faults, without warranty of any kind, without performance assurances or guarantees of any kind, and your use is at your sole risk. The entire risk of satisfactory quality and performance resides with you. SegAudience, SegAudience’s licensors and channel partners do not make, and hereby disclaim, any and all express, implied or statutory warranties, including implied warranties of condition, uninterrupted use, accuracy of data (including but not limited to location data), merchantability, satisfactory quality, fitness for a particular purpose, noninfringement of third-party rights, and warranties (if any) arising from a course of dealing, usage, or trade practice. SegAudience, SegAudience’s licensors and channel partners do not warrant against interference with your enjoyment of the software of the site; that the SegAudience services will meet your requirements; that operation of the SegAudience services will be uninterrupted or error-free, or that the SegAudience services will interoperate or be compatible with any other SegAudience services or that any errors in the SegAudience services will be corrected. No oral or written advice provided by SegAudience, SegAudience’s licensors and channel partners or any authorized representative shall create a warranty. Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, so some or all of the above exclusions and limitations apply only to the fullest extent permitted by law in the applicable jurisdiction.

PROHIBITED USES

- As a user of the Site, you agree not to:

- Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.

- Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.

- Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.

- Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.

- Use any information obtained from the Site in order to harass, abuse, or harm another person.

- Make improper use of our support services or submit false reports of abuse or misconduct.

- Use the Site in a manner inconsistent with any applicable laws or regulations.

- Engage in unauthorized framing of or linking to the Site.

- Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.

- Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.

- Delete the copyright or other proprietary rights notice from any Content.

- Attempt to impersonate another user or person or use the username of another user.

- Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).

- Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.

- Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.

- Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.

- Copy or adapt the Site’s software, including but not limited to PHP, HTML, JavaScript, or other code.

- Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.

- Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system that accesses the Site, or using or launching any unauthorized script or other software.

FEES AND PAYMENT

The fee for the Membership (the “Membership Fee”) shall be as quoted in SegAudience’s current price list. All prices provided by SegAudience are (unless otherwise stated) exclusive of taxes and duties. You will have to provide a valid credit card or other payment method at the time of signing up for Membership.

You authorize us or our authorized vendor(s) to store your payment method and use it in connection with your use of the Services as described in your Subscription and Cancellation Terms. To avoid interruption of your service, we may participate in programs supported by your card provider to try to update your payment information. You authorize us or our authorized vendor(s) to continue billing and charging your account for amounts owed with the information that we obtain.

SegAudience reserves the right to modify the Membership Fee and the prices for other Services from time to time in its sole discretion to cover any increase in SegAudience costs for the Services (including but not limited to increased costs of materials, labor, services, currency fluctuations or as a result of government taxes and levies). You shall not be entitled to make any deduction from the sum due for the Membership in respect of any set-off or counterclaim against SegAudience. You are not entitled to withhold payments by reason of any alleged defect in the Membership and/or other Service(s). Under no circumstances are you entitled to refund or reimbursement of fees paid to SegAudience.

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Site; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

PRIVACY

We will only access, view, or listen to your Content in limited ways, and only as permitted by law. For example, in order to provide the Services and Software, we may need to access, view, or listen to your Content to respond to Feedback or support requests; detect, prevent, or otherwise address fraud, security, legal, or technical issues; and enforce the Terms.

RELATIONSHIP OF PARTIES

Nothing in these Terms creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. SegAudience is an independent contractor pursuant to these Terms. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any third party.

UPDATES TO TERMS

SegAudience may change, amend or modify any of these terms or conditions, at any time and at SegAudience’s sole discretion. If we do, we will notify you by revising the date at the top of the Terms and, in some cases, provide you with additional notice. Any such changes will not apply to any dispute between you and SegAudience arising prior to the date on which we posted the revised Terms incorporating such changes, or when the Terms otherwise become effective. Unless otherwise noted, the amended Terms will be effective immediately, and your continued use of our Services confirms your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services and, if applicable, cancel your subscription.