Terms of Service
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE
What's in these terms?
These terms tell you the rules for using our website [DOMAIN ADDRESS] (our site).
Click on the links below to go straight to more information on each area:
- Who we are and how to contact us [INSERT AS LINK].
- By using our site you accept these terms [INSERT AS LINK].
- There are other terms that may apply to you [INSERT AS LINK].
- We may make changes to these terms [INSERT AS LINK].
- We may make changes to our site [INSERT AS LINK].
- We may suspend or withdraw our site [INSERT AS LINK].
- Our site is only for users in [England OR the UK] [INSERT AS LINK].
- You must keep your account details safe [INSERT AS LINK].
- How you may use material on our site [INSERT AS LINK].
- Do not rely on information on our site [INSERT AS LINK].
- We are not responsible for websites we link to [INSERT AS LINK].
- User-generated content is not approved by us [INSERT AS LINK].
- When we are responsible for loss or damage suffered by you [INSERT AS LINK].
- Rules about uploading content to our site [INSERT AS LINK].
- Rights you are giving us to use material you upload [INSERT AS LINK].
- We are not responsible for viruses and you must not introduce them [INSERT AS LINK].
- Rules about linking to our site [INSERT AS LINK].
- Which country's laws apply to any disputes? [INSERT AS LINK]
- Our trade marks are registered [INSERT AS LINK].
Who we are and how to contact us
[DOMAIN ADDRESS] is a site operated by [NAME OF COMPANY] ("We"). We are registered in England and Wales under company number [COMPANY NUMBER] and have our registered office at [COMPANY ADDRESS]. Our main trading address is [TRADING ADDRESS]. Our VAT number is [VAT NUMBER].
[We are regulated by [NAME OF RELEVANT REGULATOR].]
[We are an investment company.]
[We are a limited company.]
[Please note that our company is currently being wound up.]
[OTHER REQUIREMENTS APPLYING TO PARTICULAR PROFESSIONS.]
To contact us, please email [EMAIL ADDRESS] [or telephone our customer service line on [NUMBER]].
By using our site you accept these terms
If you do not agree to these terms, you must not use our site.
We recommend that you print a copy of these terms for future reference.
There are other terms that may apply to you
- Our Acceptable Use Policy [INSERT AS LINK TO ACCEPTABLE USE POLICY], which sets out the permitted uses and prohibited uses of our site. When using our site, you must comply with this Acceptable Use Policy.
If you purchase goods from our site, our Terms and conditions of supply [INSERT AS LINK TO WEBSITE TERMS AND CONDITIONS OF SUPPLY] will apply to the sales.
We may make changes to these terms
We amend these terms from time to time. Every time you wish to use our site, please check these terms to ensure you understand the terms that apply at that time. [These terms were most recently updated on [DATE] [when we changed clauses [DETAILS OF CLAUSES] and [DETAILS OF CLAUSES].]
We may make changes to our site
We may update and change our site from time to time [to reflect changes to our products, our users' needs and our business priorities OR [OTHER REASON]]. [We will try to give you reasonable notice of any major changes.]
We may suspend or withdraw our site
Our site is made available free of charge.
We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
[Our site is only for users in [England OR the UK] MACROBUTTON optional ]
Our site is directed to people residing in [England OR the United Kingdom]. We do not represent that content available on or through our site is appropriate for use or available in other locations.
You must keep your account details safe
If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at [EMAIL OR CONTACT DETAILS].
How you may use material on our site
We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site.
You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.
You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.
Do not rely on information on this site
The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.
Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date.
We are not responsible for websites we link to
Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.
We have no control over the contents of those sites or resources.
User-generated content is not approved by us
This website may include information and materials uploaded by other users of the site, including to bulletin boards and chat rooms. This information and these materials have not been verified or approved by us. The views expressed by other users on our site do not represent our views or values.
If you wish to complain about information and materials uploaded by other users please contact us on [HYPERLINK TO CONTACT US DETAILS].
Our responsibility for loss or damage suffered by you
Whether you are a consumer or a business user:
- 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 employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
- Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any products to you, which will be set out in our Terms and conditions of supply [INSERT AS LINK TO WEBSITE TERMS AND CONDITIONS OF SUPPLY].
If you are a business user:
- We exclude all implied conditions, warranties, representations or other terms that may apply to our site or any content on it.
- We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
- use of, or inability to use, our site; or
- use of or reliance on any content displayed on our site.
- In particular, we will not be liable for:
- loss of profits, sales, business, or revenue;
- business interruption;
- loss of anticipated savings;
- loss of business opportunity, goodwill or reputation; or
- any indirect or consequential loss or damage.
If you are a consumer user:
- Please note that we only provide our site for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
- If defective digital content that we have supplied, damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. [However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.]
Uploading content to our site
Whenever you make use of a feature that allows you to upload content to our site, or to make contact with other users of our site, you must comply with the content standards set out in our Acceptable Use Policy [INSERT AS LINK TO ACCEPTABLE USE POLICY].
You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
Any content you upload to our site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us [and other users of our site] a limited licence to use, store and copy that content and to distribute and make it available to third parties. The rights you license to us are described in Rights you are giving us to use material you upload [INSERT AS LINK].
We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.
We have the right to remove any posting you make on our site if, in our opinion, your post does not comply with the content standards set out in our Acceptable Use Policy [INSERT AS LINK TO ACCEPTABLE USE POLICY].
You are solely responsible for securing and backing up your content.
Rights you are giving us to use material you upload
When you upload or post content to our site, you grant us the following rights to use that content:
- [LICENCES GRANTED TO THE WEBSITE OWNER].
- [LICENCES GRANTED TO OTHER USERS OF THE SITE OR TO THIRD PARTIES].
We are not responsible for viruses and you must not introduce them
We do not guarantee that our site will be secure or free from bugs or viruses.
You are responsible for configuring your information technology, computer programmes and platform to access our site. You should use your own virus protection software.
You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
Rules about linking to our site
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
You must not establish a link to our site in any website that is not owned by you.
Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page.
We reserve the right to withdraw linking permission without notice.
The website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy [INSERT AS LINK TO ACCEPTABLE USE POLICY].
If you wish to link to or make any use of content on our site other than that set out above, please contact [EMAIL ADDRESS].
Which country's laws apply to any disputes?
Our trade marks are registered
["TRADE MARK 1"] and ["TRADE MARK 2"] are [UK registered] trade marks of [COMPANY NAME]. You are not permitted to use them without our approval, unless they are part of material you are using as permitted under How you may use material on our site [INSERT AS LINK].
Segment agrees to use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of the Service or Customer Data. However, Segment shall have no responsibility for errors in transmission, unauthorized third-party access or other causes beyond Segment’s control.
Keeping our customer data safe and secure is our top priority.
This Agreement is effective as of the Effective Date and will continue until terminated.
Either party may terminate this Agreement (including all related Order Forms) if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees or comply with applicable scope of use restrictions) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). For clarity, nothing in this Section 7.2 limits Segment’s right to terminate or suspend any Developer Plan or Trial Plan as set forth in Section 2.3 (Developer Plans and Trial Plans).
9.1. Consequential Damages Waiver
EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS) SHALL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
9.2. Liability Cap
SEGMENT’S (AND ITS SUPPLIERS’) ENTIRE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY CUSTOMER TO SEGMENT DURING THE PRIOR TWELVE (12) MONTHS UNDER THIS AGREEMENT.
9.3. Excluded Claims
“Excluded Claims“ means (a) any claim arising from Customer’s breach of Section 1.5 (Use Restrictions); or (b) any claim arising under Section 4 (Customer Obligations).
9.4. Nature of Claims and Failure of Essential Purpose
The parties agree that the waivers and limitations specified in this Section 9 apply regardless of the form of action, whether in contact, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
10. CONFIDENTIAL INFORMATION
Each party (as “Receiving Party“) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party“) constitute the confidential property of the Disclosing Party (“Confidential Information“), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Segment technology, performance information relating to the Service, and the terms and conditions of this Agreement shall be deemed Confidential Information of Segment without any marking or further designation. Except as expressly authorized herein, the Receiving Party shall (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Segment, the subcontractors referenced in Section 13.10), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 10 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section 10. The Receiving Party’s confidentiality obligations shall not apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
Customer agrees to participate in reasonable marketing activities that promote the benefits of the Service to other potential customers and to use of Customer’s name and logo on Segment’s web site and in Segment promotional materials.** **Customer agrees that Segment may disclose Customer as a customer of Segment.
12. MODIFICATIONS TO AGREEMENT
Segment may modify the terms and conditions of this Agreement (including Service pricing and plans) from time to time, with notice given to Customer by email or through the Service. If Customer has a Developer Plan or a Trial Plan, then any modifications will become effective immediately, and if Customer disagrees with the modifications, Customer’s exclusive remedy is to terminate this Agreement and cease using the Service. If Customer has a Paid Plan, Customer must notify Segment within thirty (30) days of notice of the modifications that Customer does not agree to such changes, and Segment (at its option and as Customer’s exclusive remedy) may either: (a) permit Customer to continue under the prior version of this Agreement until expiration of the then-current Subscription Term (after which time the modified Agreement will apply) or (b) allow Customer to terminate this Agreement and receive a pro-rated refund of any fees Customer has pre-paid for use of the Service for the terminated portion of the applicable Subscription Term. Upon any changes to this Agreement, Customer may be required to click to agree to the modified Agreement in order to continue using the Service, and in any event continued use of the Service after the modifications take effect constitutes Customer’s acceptance of the modifications.
13.3. Governing Law; Jurisdiction and Venue
This Agreement shall be governed by the laws of the State of California and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to the subject matter hereof shall be the state and United States federal courts located in San Francisco, California and both parties hereby submit to the personal jurisdiction of such courts.
Any Customer questions, complaints or claims regarding the Service should be sent to the following address:
100 California Street, Suite 700
San Francisco, CA 94111
13.8. Entire Agreement
This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Customer acknowledges that the Service is an on-line, subscription-based product, and that in order to provide improved customer experience Segment may make changes to the Service, and Segment will update the applicable Documentation accordingly.
13.9. Force Majeure
Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events that occur after the signing of this Agreement and that are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
Segment may use the services of subcontractors and permit them to exercise the rights granted to Segment in order to provide the Service under this Agreement. These subcontractors may include, for example, Segment’s hosting, infrastructure and CDN providers. Segment remains responsible for compliance of any such subcontractor with the terms of this Agreement and the overall performance of the Service as required under this Agreement.
3.12. Independent Contractors
The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.