Effective Date: August 1, 2024
These Terms and Conditions (Terms) govern your access to and use of our platform and services (Services). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not use our Services.
Overview
Segumento provides a platform that includes various modules and functionalities designed to enhance your business operations. The Services are described in detail below.
Modules Provided
The platform includes the following modules:
– Profile Enrichment: Enhances user profiles with additional attributes.
– Channels: Integrates with Meta, Google Ads, and DV360.
– Segments and Audiences: Facilitates the creation and management of user segments and audiences.
– Campaign Activation: If a campaign utilizing Audience and Location-based segments is not set live within 15 days of creation, Segumento reserves the right to revoke audience access from the shared advertising account.
– Performance Metrics: Provides detailed metrics to assess performance.
– Dashboard: Offers access to comprehensive data insights and visualizations.
– User Settings: Allows management and configuration of user preferences.
Profile Enrichment Mode
The Profile Enrichment functionality is available in both Batch and Real-Time modes:
– Batch Mode: Processing data in large sets at scheduled intervals.
– Real-Time Mode: Processing data instantaneously as it is received.
Admin, User Configuration & Channel Integration Support
Segumento provides support for administrative tasks, user configuration, and channel integrations. This includes:
– Administrative Support: Assistance with platform setup, user management, and permissions.
– User Configuration: Guidance on customizing user settings and preferences.
– Channel Integration: Support for integrating additional channels beyond Meta, Google Ads, and DV360 upon request.
Support is available through [specified support channels, e.g., email, support portal], with response times as outlined in Section of Platform Support.
Hosting of Platform and Data
The Platform and all associated data are hosted on Segumento’s AWS servers. Segumento ensures that:
– Data Security: Implements industry-standard security measures, including encryption, firewalls, and regular security audits.
– Compliance: Adheres to applicable data protection regulations, including the Information Technology Act, 2000 in India, and any other relevant laws.
– Data Backup: Maintains regular data backups to prevent data loss.
Platform Support
Platform support is available from Monday to Friday, between 10:00 AM and 7:00 PM IST, via email at [support email address]. Support includes:
– Response Time: Initial response within [X] hours of receiving a support request.
– Issue Resolution: Efforts to resolve issues within [Y] hours/days, depending on the complexity.
– Escalation Procedures: Steps for escalating unresolved issues to higher support tiers.
For critical issues outside these hours, Segumento may offer emergency support at its discretion, potentially subject to additional fees.
New Audience Availability
Any new audience requested by the User will be made available within a 24-72 hour window based on the receipt of the request. The process includes:
– Request Submission: Users must submit requests through [specified method, e.g., support portal].
– Prioritization Criteria: Requests will be prioritized based on [criteria, e.g., urgency, complexity].
– Expedited Requests: Available upon mutual agreement, potentially incurring additional costs.
Additional Enhancements and Channel Integrations
Any changes, enhancements, or new channel integrations not specified in this scope will be developed at an additional cost. The process includes:
– Request Submission: Users must submit enhancement requests through [specified method].
– Approval Process: Segumento and the User must mutually agree on the scope, timeline, and pricing before commencement.
– Timeline and Pricing: Detailed in a separate document or addendum based on the specific request.
Geographical Scope
The Services provided under these Terms are limited to India only. Any expansion beyond this geographical scope will require a separate arrangement.
Segumento may terminate the Services immediately if the User:
(a) Material Breach: Has materially breached any provision of these Terms and failed to remedy such breach within 30 days of receiving notice.
(b) Legal Violations: Has violated any applicable laws or regulations, including but not limited to intellectual property or data privacy laws.
(c) Payment Failure: Has failed to pay any undisputed amounts due under these Terms within 60 days of the due date.
Termination Due to Legal or Regulatory Changes
If changes in law or regulations make it illegal or unfeasible for Segumento to continue providing the Services, Segumento may terminate these Terms with immediate effect by providing written notice.
Termination for Force Majeure
Segumento may terminate these Terms if a Force Majeure Event persists for more than 15 consecutive days.
Definition: A Force Majeure Event includes events beyond the reasonable control of Segumento, such as natural disasters, war, terrorism, labor strikes, or governmental actions.
Notification Procedures: Segumento must notify the User promptly upon becoming aware of the Force Majeure Event.
Effect of Termination
Upon termination of these Terms:
(a) Payment Obligations: The User will immediately pay any outstanding fees due up to the termination date.
(b) Data Handling: Upon request, Segumento shall return or delete the User’s data within 30 days of termination, except where retention is required by law.
(c) No Refunds: Except as otherwise provided, no refunds shall be made for pre-paid fees.
Post-Termination Assistance
Upon request, Segumento may provide transition services to the User for a period of up to 7 days after termination, subject to additional fees as agreed upon in writing.
Survival
Obligations under confidentiality, data protection, intellectual property, and indemnity clauses shall survive the termination of these Terms indefinitely or as specified within each clause.
Ownership of Segumento IP
Segumento owns all rights to the intellectual property of the Segumento Platform, including but not limited to software, source code, algorithms, designs, and processes (collectively, Segumento IP). Users acknowledge that no rights to Segumento IP are granted under these Terms except as explicitly provided herein.
Ownership of User Data
Users retain ownership of all data and content inputted or generated through the Segumento Platform (collectively, User Data). Segumento receives a non-exclusive, royalty-free, worldwide license to use, process, and analyze User Data solely for the purpose of offering and improving the Services. This license ceases as soon as User Data is deleted or returned to the User.
License and Use
Segumento grants Users a limited, non-exclusive, non-transferable license to use the Segumento Platform solely for the internal operations of their business. This license does not convey ownership of Segumento IP, nor does it grant the right to modify, decompile, or build derivative works upon the Segumento IP. Users acknowledge that any feedback or suggestions provided to Segumento will be deemed non-confidential and may be used by Segumento without restriction.
Protection and Infringement of IP
Both parties agree to protect each other’s intellectual property from unauthorized use or disclosure. Users shall not disclose Segumento IP to any third party without Segumento’s prior written consent. In the event of any infringement of intellectual property rights, Segumento retains the exclusive right to defend and settle any claims related to Segumento IP. Users agree to cooperate fully in such defense.
Termination and Post-Termination Obligations
Upon termination or expiration of these Terms:
– User’s Rights: Users’ rights to use Segumento IP will immediately cease, and Users shall return or destroy all copies of Segumento IP in their possession.
– Segumento’s Rights: Segumento will cease using User Data, except where necessary to comply with legal obligations.
Non-Solicitation of Employees and Contractors
During the term of these Terms and for a period of 24 months after their termination, Users agree not to solicit, hire, or attempt to hire any employee or contractor of Segumento without Segumento’s prior written consent.
Non-Solicitation of Clients
Users agree not to solicit, directly or indirectly, any clients or business or data partners of Segumento with whom they became acquainted during the term of these Terms for a period of 24 months following the termination of these Terms.
Non-Compete Clause
Users agree that during the term of these Terms and for a period of 24 months after termination, they will not, directly or indirectly:
– Develop, market, or offer a platform or service that competes with Segumento’s offerings within India.
– Assist any third party in developing, marketing, or offering competing platforms or services within India.
Note: The non-compete duration has been reduced to 24 months to enhance enforceability under Indian law.
No Reverse Engineering
Users agree that they will not, nor will they permit any third party to, reverse engineer, decompile, disassemble, or attempt to discover the source code, structure, or algorithms of any part of the Segumento Platform. Any attempt to modify or reproduce the Segumento IP without written consent will constitute a material breach of these Terms, entitling Segumento to terminate these Terms immediately and seek legal remedies.
Indemnification Obligations
Users shall, at their own expense, without any delay and demur, indemnify, defend, and hold harmless Segumento and its Affiliates, including their officers, directors, and agents, from and against all actions, proceedings, claims (including third-party claims), liabilities (including statutory liability), penalties, demands, and costs (including without limitation, legal costs), awards, damages, losses, and/or expenses arising directly or indirectly from:
(a) Breach of Terms: Users’ breach or non-performance of any undertakings, warranties, covenants, declarations, or obligations under these Terms.
(b) IP and Confidentiality Breach: Users’ breach of confidentiality and intellectual property rights obligations.
(c) Misconduct: Any act, deed, negligence, omission, misrepresentation, default, misconduct, nonperformance, or fraud by Users, their employees, contractors, agents, users, or any third party.
(d) Legal Violations: Users’ breach of laws, rules, regulations, and legal requirements in force in India.
Indemnity Process:
Notification: Segumento must promptly notify Users of any claim requiring indemnification.
Defense: Users have the right to assume the defense of such claims with counsel of their choice, subject to Segumento’s approval, which shall not be unreasonably withheld.
Cooperation: Users agree to cooperate fully in the defense of any such claim.
Limitation of Liability
To the fullest extent permitted by law, Segumento’s total liability to Users under these Terms, whether in contract, tort (including negligence), or otherwise, shall not exceed the total amount paid by Users to Segumento in the six (6) months preceding the claim.
Exclusion of Indirect Damages
Neither Party shall be liable for any indirect, consequential, special, incidental, or punitive damages (including but not limited to loss of profits, loss of business, or loss of data), even if the other Party has been advised of the possibility of such damages, arising from or related to these Terms.
Exceptions to Limitation
The above limitations and exclusions of liability shall not apply to:
(a) Confidentiality and IP Breaches: Breach of confidentiality or violation of intellectual property rights.
(b) Fraud or Misconduct: Any damages arising from fraud, willful misconduct, or gross negligence.
(c) Indemnification Obligations: Any indemnification obligations as explicitly provided in these Terms.
Definitions
– User Data: All data and content inputted or generated by the User through the Segumento Platform.
– Force Majeure Event: Events beyond the reasonable control of Segumento, including natural disasters, war, terrorism, labor strikes, or governmental actions.
– Confidential Information: Any non-public information disclosed by Segumento to the User, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential.
Dispute Resolution
Any disputes arising out of or in connection with these Terms shall be resolved through the following process:
Confidentiality
Users agree to maintain the confidentiality of all Confidential Information disclosed during the use of the Services and to use it solely for the purposes of fulfilling their obligations under these Terms. This obligation shall survive the termination of these Terms.
Data Protection
Segumento and Users agree to comply with all applicable data protection laws, including the Information Technology Act, 2000 in India, and any other relevant regulations. Both Parties shall implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction, or damage.
Amendments
These Terms may only be amended or modified by a written document signed by authorized representatives of Segumento.
Entire Terms
These Terms constitute the entire understanding between Segumento and the User regarding the use of the Services and supersede all prior agreements, understandings, and communications, whether written or oral.
Severability
If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole. Instead, the provision shall be modified to reflect Segumento’s original intent as closely as possible.
No Waiver
Failure by Segumento to enforce any provision of these Terms shall not constitute a waiver of Segumento’s right to enforce such provision or any other provision in the future.
Governing Law
These Terms shall be governed by and construed in accordance with the laws of India. Any legal action or proceeding arising under these Terms will be brought exclusively in the courts located in India, and the Parties hereby consent to personal jurisdiction and venue therein.
