Governing Services Agreement

Introduction

This Governing Services Agreement (“Agreement”) applies to SegmentOS Services purchased through our sales team via an executed Order Form. For Services purchased on the website, the Terms of Use apply.

1. Definitions

•       “Affiliate” means an entity that controls, is controlled by, or is under common control with a party.

•       “Customer” / “you” means the entity identified on the Order Form.

•       “Customer Data” means all data (including Personal Data and End User data) provided to SegmentOS by or for the Customer through use of the Services, including survey questions and responses.

•       “Data Protection Legislation” means applicable data-protection and privacy laws, including the EU/UK GDPR, the CCPA/CPRA, and Mexico’s LFPDPPP. “Controller,” “processor,” “data subject,” and “personal data” have the meanings given in the GDPR.

•       “End Users” means individuals authorized by the Customer to use the Services.

•       “Intellectual Property Rights” means worldwide patent, copyright, trademark, trade-secret, and similar rights.

•       “SegmentOS” means LUNEM Tech, S.A.S..

•       “Order Form” means a document referencing this Agreement signed by the parties.

•       “Services” means the SegmentOS survey-research products and services ordered on an Order Form, including the survey builder, templates, analytics, AI features, and audience panel.

2. Services

2.1 Provision. SegmentOS will provide the Services per this Agreement and applicable Order Forms.

2.2 Order Forms. Each Order Form incorporates this Agreement and is a separate contract between the contracting entities.

2.3 Third-party services. If the Customer integrates non-SegmentOS services that access Customer Data, the Customer is solely responsible for that use.

3. Right to Use; Term & Renewal

3.1 Right to use. SegmentOS grants the Customer a non-exclusive, non-transferable right to access and use the Services during the Service Term in the Order Form.

3.2 Renewal. Unless an Order Form states otherwise, Service Terms renew for successive periods equal to the initial term unless either party gives written non-renewal notice at least 30 days before the end of the then-current term.

4. Fees

4.1 The Customer pays all fees in each Order Form; fees are non-cancelable and non-refundable except as stated.

4.2 Invoices are due 30 days from the invoice date unless the Order Form says otherwise.

4.3 Fees exclude taxes; the Customer is responsible for applicable taxes.

4.4 Overdue undisputed amounts may accrue interest at 1.5%/month (or the legal maximum if lower); SegmentOS may suspend Services for amounts 30+ days overdue after notice.

5. Customer Obligations

5.1 The Customer safeguards its credentials and uses reasonable efforts to prevent unauthorized use.

5.2 The Customer complies with the Acceptable Uses Policy.

5.3 The Customer complies with sanctions/export laws and will not provide access to prohibited persons or embargoed territories.

6. Security & Data Protection

6.1 Security. SegmentOS maintains technical and organizational measures appropriate to the risk, including encryption in transit and at rest, access controls, and secure hosting.

6.2 Data Processing Addendum. Where SegmentOS processes Personal Data for the Customer, the parties’ Data Processing Addendum (“DPA”) governs and is incorporated by reference. SegmentOS processes Personal Data only on the Customer’s documented instructions (this Agreement and Order Forms constitute such instructions).

6.3 Sub-processors. The Customer authorizes SegmentOS to engage sub-processors, including cloud hosting, payment processing, AI providers (translation/analysis), email delivery, panel providers, and analytics. Will give notice of changes, and binds sub-processors to terms no less protective than the DPA.

6.4 International transfers. Cross-border transfers rely on Standard Contractual Clauses (and UK/Swiss equivalents) where required.

6.5 Security incidents. SegmentOS will notify the Customer without undue delay after becoming aware of a Security Incident affecting Customer Personal Data and will provide information reasonably needed for the Customer’s legal obligations.

6.6 Customer warranties. The Customer warrants it has the rights and consents (including any required notices to data subjects and lawful basis) to provide Customer Data for processing under this Agreement, and is the controller of response data.

7. Intellectual Property

7.1 The Customer retains all Intellectual Property Rights in Customer Data.

7.2 SegmentOS retains all Intellectual Property Rights in the Services.

7.3 Publicity. SegmentOS may identify the Customer by name and logo as a customer unless the Customer opts out in writing via email.

8. Confidentiality

8.1 “Confidential Information” is non-public information disclosed by one party that is marked or would reasonably be understood as confidential; Customer Data is the Customer’s Confidential Information.

8.2 The receiving party protects it with reasonable care and discloses it only to personnel, affiliates, and contractors bound by confidentiality who need to know.

9. Warranties & Disclaimers

9.1 Each party warrants it has authority to enter this Agreement. SegmentOS warrants the Services will be free from material defects and provided with reasonable skill and care.

9.2 EXCEPT AS EXPRESSLY STATED, SEGMENTOS DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND DOES NOT WARRANT THE ACCURACY OR REPRESENTATIVENESS OF RESEARCH RESULTS, PANEL RESPONSES, OR AI OUTPUTS.

10. Indemnification

10.1 SegmentOS will defend the Customer against third-party claims that the Services infringe IP rights and pay resulting awarded costs and damages.

10.2 The Customer will defend SegmentOS against third-party claims that Customer Data infringes IP rights or that the Customer’s use violates the Acceptable Uses Policy or law.

11. Liability

11.1 Neither party is liable for indirect, consequential, special, incidental, or punitive damages.

11.2 Each party’s total aggregate liability under this Agreement will not exceed the amounts paid or payable by the Customer in the 2 months before the event giving rise to liability.

12. Term & Termination

12.1 This Agreement starts on the Effective Date and continues until terminated.

12.2 Either party may terminate for the other’s uncured material breach on 30 days’ written notice.

12.3 On termination, active Order Forms continue per their terms unless terminated for SegmentOS’s material breach, in which case SegmentOS provides a pro-rata refund of prepaid, unused fees. On request within [30] days of termination, SegmentOS will make Customer Data available for export, then delete it per the DPA.

13. Contracting Entity & Governing Law

The Services are provided by, and you contract with, LUNEM Tech, S.A.S., located in Miguel Hidalgo, Mexico City, Mexico. This Agreement is governed by the laws of Mexico, without regard to conflict-of-laws principles, and the courts of Miguel Hidalgo, Mexico City have exclusive jurisdiction.

14. General

14.1 This Agreement (with Order Forms and the DPA) is the entire agreement and supersedes prior agreements on its subject matter.

14.2 Neither party may assign without the other’s consent, except in a merger or sale of substantially all assets.