LAST UPDATED ON SEPTEMBER 25TH, 2025
Governing Services Agreement
Introduction
These terms apply to SegmentOS services purchased through our sales team via an executed Order Form. For services purchased on the SegmentOS website, please see our Terms of Use.
Definitions
Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with an entity.
“Customer” or “you” means the customer accepting this Agreement and identified on the Order Form.
“Customer Data” means all data (including Personal Data and End User data) that is provided to SegmentOS by, or on behalf of, Customer through Customer’s use of the Services, including poll questions and responses.
“Data Protection Legislation” means all applicable data protection and privacy laws, including but not limited to the GDPR and CCPA. The terms "controller”, “data subject”, “personal data”, and “processor” have the same meanings as in the GDPR.
“End Users” means Customer’s employees, agents, and other individuals authorized by Customer to access and use the Services.
“Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trademark, trade secrets, and other similar rights.
“SegmentOS” means SegmentOS Smart Tech, SAS.
“Order Form” means an order form or similar document referencing this Agreement and signed by the parties.
“Services” means the market validation products and services offered by SegmentOS and ordered by Customer on an Order Form.
Services
2.1 Provision of Services. SegmentOS will provide the Services to Customer in accordance with this Agreement and any applicable Order Forms.
2.2 Order Forms. The parties may enter into Order Forms under this Agreement to purchase Services. Each Order Form will incorporate the terms of this Agreement and will be a separate contract between the entities entering into the Order Form.
2.3 Third-Party Services. If Customer integrates the Services with any non-SegmentOS-provided third-party service, Customer acknowledges that such third-party service may access Customer Data. Customer is solely responsible for its use of such third-party services.
Provision of Services
3.1 Right to Use. SegmentOS grants Customer a non-exclusive, non-transferable right to access and use the Services during the term specified in the Order Form, subject to the terms of this Agreement.
3.2 Service Term. The initial term for the use of the Services is specified on the Order Form (“Service Term”). Service Terms may automatically renew for additional periods if specified on the Order Form, unless either party gives the other written notice of non-renewal at least 30 days before the end of the then-current term.
Fees
4.1 Fees. Customer will pay to SegmentOS all applicable fees for the Services as specified in each Order Form. Payment obligations are non-cancelable, and fees paid are not refundable except as otherwise specified in this Agreement.
4.2 Invoicing and Payment. Payment terms shall be specified in each Order Form. Unless otherwise stated, invoices are due 30 days from the invoice date.
4.3 Taxes. All amounts payable by Customer are exclusive of any applicable taxes (such as value-added or sales taxes). Customer is responsible for paying all taxes associated with its purchases.
4.4 Overdue Fees. SegmentOS may charge interest on overdue fees at the rate of 1.5% per month or the highest rate permitted by law, whichever is less. If any undisputed amount is overdue by 30 days or more, SegmentOS may suspend the Services until such amounts are paid in full.
Customer Obligations
5.1 Account Security. Customer is responsible for maintaining the confidentiality of its passwords and credentials used to access the Services and will use commercially reasonable efforts to prevent unauthorized use.
5.2 Acceptable Use. Customer agrees to comply with the SegmentOS Acceptable Uses Policy.
5.3 Embargoes. Customer represents and warrants that it is not barred by any applicable laws from being supplied with the Services and will not use the Services in any embargoed country or provide access to any prohibited person or entity.
Security And Privacy
6.1 Security. SegmentOS has implemented appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing Customer Data.
6.2 Data Protection. Where SegmentOS is processing Personal Data for Customer, SegmentOS will do so only on documented Customer instructions. The parties agree that this Agreement and any Order Form constitute such instructions.
6.3 Use of Sub-processors. Customer provides a general authorization to SegmentOS to engage onward sub-processors. SegmentOS will make available a list of its sub-processors and will ensure they are bound by contractual terms no less onerous than those in this Agreement.
6.4 Security Incident. If SegmentOS becomes aware of any unauthorized or unlawful access to Personal Data (“Security Incident”), SegmentOS will notify Customer without undue delay.
6.5 Customer Privacy Obligations. Customer warrants that it is entitled to transfer the Customer Data to SegmentOS so that SegmentOS may lawfully process the Personal Data in accordance with this Agreement.
Intelectual Property
7.1 Customer IP. As between the parties, the Customer retains ownership of all Intellectual Property Rights in the Customer Data.
7.2 SegmentOS IP. As between the parties, SegmentOS retains ownership of the Services and all related Intellectual Property Rights.
7.3 Publicity. SegmentOS may identify Customer by name and logo as a SegmentOS customer on its website and in promotional materials.
Confidentiality
8.1 Definition. “Confidential Information” means information disclosed by one party to the other that is marked as confidential or would reasonably be considered confidential. Customer’s Confidential Information includes Customer Data.
8.2 Confidentiality. The receiving party will protect the disclosing party’s Confidential Information with commercially reasonable efforts and will not disclose it except to affiliates, contractors, and agents who need to know it and are bound to keep it confidential.
Warranties
9.1 Warranties. Each party represents and warrants that it has full power and authority to enter into this Agreement. SegmentOS further warrants that the Services will be free from material defects.
9.2 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SEGMENTOS MAKES NO REPRESENTATION OR WARRANTY ABOUT THE SERVICES AND DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Indemnification
10.1 By SegmentOS. SegmentOS will defend Customer against any third-party claim that the Services infringe that party's Intellectual Property Rights and will pay all costs and damages finally awarded.
10.2 By Customer. Customer will defend SegmentOS against any third-party claim that the Customer Data infringes that party’s Intellectual Property Rights or that Customer’s use of the Services violates the Acceptable Uses Policy.
Liability
11.1 Consequential Damages Waiver. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES.
11.2 Liability Cap. EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO SEGMENTOS UNDER THIS AGREEMENT DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.
Term and Termination
12.1 Term. The term of this Agreement starts on the Effective Date and remains in effect until terminated.
12.2 Termination for Cause. A party may terminate this Agreement upon 30 days’ written notice of a material breach if such breach remains uncured.
12.3 Consequences of Termination. If this Agreement terminates, any active Order Forms will remain in effect according to their terms. If an Order Form is terminated by Customer due to SegmentOS's material breach, SegmentOS will provide a pro rata refund of any prepaid fees.
Contracting Entity
The Services are provided by, and you are contracting with, SegmentOS Smart Tech, SAS, located in San Pedro Garza García, State of Nuevo Leon, Mexico. These Terms are governed by the laws of Mexico, without regard to its conflict of laws principles. The courts located in Monterrey, Nuevo Leon will have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement.
General
14.1 Entire Agreement. This Agreement (including all Order Forms) constitutes the entire agreement between the parties and supersedes any prior agreements.
14.2 Assignment. Neither party may assign this Agreement without the prior written consent of the other, except in connection with a merger, acquisition, or sale of all or substantially all of its assets.
