Thank you for using our products and services. The Services (defined below) are provided by Segmanta, Inc. This is a legal agreement between you and Segmanta, Inc., applicable to your use of the Segmanta Services.
Let's start by providing a few definitions that should be helpful in understanding this agreement. Throughout this document, when we say:
In order to use the Services, you must:
By using the Services, you represent and warrant that you meet all the requirements listed above, and that you won't use the Services in a way that violates any laws or regulations.
We may refuse Services, suspend or close your account, and change eligibility requirements at any time.
The "Term" begins when you sign up for the Services and continues until your account is terminated. During the Term, you are considered a "Member". Clicking the user agreement button and entering your username means that you've officially "signed" the Agreement. If you sign up for the Services on behalf of an entity, you represent and warrant that you have the authority to accept this Agreement on the entity's behalf.
If you choose to terminate your account in the middle of a billing cycle, you will not receive a refund for any period of time you did not use in that billing cycle unless you are terminating the Agreement for our breach and have so notified us in writing.
We may terminate or suspend providing the Services to you if you fail to comply with these Terms of Use, or if you use the Services in a way that creates undue risk to us or disrupts others’ use of the Services. Segmanta has no obligation to retain your Content upon termination of the applicable Service.
You agree to pay Segmanta, Inc. any fees for Services you purchase or use, in accordance with the pricing and payment terms presented to you for that Service. Where applicable, you will be charged using the payment method you select. Fees paid by you are non- refundable, except as provided in this Agreement or when required by law.
We will offer 3 types of paid plans: monthly, annual, and 2-year plans.
The Service is billed in advance on a recurring (auto-renewing) basis and is non-refundable. There are no refunds or credits for partial periods of service, downgrade refunds, or refunds for periods unused. If any part of a billing period is included in the Term, then payment is due for the full billing period. Payments are due for any billing period on the same date, or the closest date in that billing period, to the day you signed up for the Services and made your first payment. On the last day of your billing period, your payment method will automatically be charged for an additional billing period unless you downgrade your account to a Free Trial prior to that date by changing your plan in the account settings.
As long as you're a Member or have an outstanding balance with us, you'll provide us with valid credit card information and authorize us to charge the fees (every month, every year, or every 2 years) against that credit card. You'll update expired or incorrect credit card information as needed. Anyone using a credit card represents and warrants that he or she is authorized to use that credit card, and that any and all fees may be billed to that credit card and won't be rejected. If, for some reason, we're unable to process your credit card to pay for Services, we'll try to contact you by email and suspend your account until your payment can be processed. If payment cannot be processed within 7 days of the first day of the new billing period, your account may be restricted until payment is received.
We may change our fees at any time, provided that we will notify you in advance of any change affecting a plan you are already enrolled in and new rates will only apply to a new period.
You are solely responsible for any and all taxes associated with the sale of the Services, including any related penalties or interest. Payments for Services are not reduced to account for such taxes.
We may make changes to this Agreement by posting revised Terms of Use on our Site and/or by sending an email to the last email address you gave us. Unless you terminate your account within ten (10) days following publication of the new Agreement, the new Agreement will go into effect and apply to any continued or new use of our Services. We may change the Site, the Services, or any features of the Services at any time.
We don't have access to your current password, and for security reasons, we may only reset your password. You're responsible for keeping your account name and password confidential and for any actions taken using your account, whether or not you authorized the use. You'll immediately notify us of any unauthorized use of your accounts. We're not responsible for any losses due to stolen or hacked passwords.
You will respect our proprietary rights in the Site and the Services (proprietary rights include patents, trademarks, Services marks, and copyrights). Neither your use of our Services nor anything in this Agreement grants you ownership in the Services or content you access through the Services (excluding your Content).
We give you a personal, royalty-free, non-assignable and non-exclusive license to use the software we provide you as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the Services in the manner permitted by this Agreement. You may not copy, modify, distribute, sell, or lease any part of our Services, nor may you reverse engineer or attempt to extract the source code of our software, unless laws prohibit those restrictions or you have our written permission. Do not misuse or interfere with our Services.
Our Services allow you to submit Content. You represent and warrant that you either own or have permission to use all of the Content you submit to the Services. Segmanta is not responsible for any actions that you take with respect to your Content, including sharing it publicly. You retain ownership of all the intellectual property rights in the Content you submit to the Services.
When you submit Content to our Services, you give us a worldwide, royalty-free license to use, host, store, reproduce, modify, create derivative works (such as changes we make so your Content works better with our Services), communicate, publish, publicly perform, publicly display and distribute such Content, but only for the limited purposes of providing the Services and as otherwise permitted under the Privacy Policy.
Any feedback, comments, or suggestions you may provide regarding our Services or related products is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
We respect the intellectual property rights of others and expect our users to do the same. We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the US Digital Millennium Copyright Act ("DMCA").
If copyrighted Content that belongs to you was posted without your permission to our Site or sent through one of our Services, let us know. Please send notice of the alleged infringement to our designated agent at the following address:
Segmanta, Inc. Attn: Copyright Agent 217 2nd St., Floor 3 San Francisco, CA 94105
Your notice should provide the following information:
This statement must be made under penalty of perjury. By submitting the notice you acknowledge and agree that we may forward the information to the person who uploaded the allegedly infringing material.
If you believe that your removed or disabled Content is not infringing, or that you have the authorization or right to post and use that Content from the copyright owner, the copyright owner's agent, or pursuant to law, you may send a counter-notice containing the information required by Section 512(g)(3) of the DMCA (17 U.S.C. § 512(g)(3)). We will forward your counter-notification to the party who submitted the original copyright infringement claim. If the original claimant does not file an action seeking a court order to restrain you from engaging in infringing activity related to the removed or disabled Content within fifteen (15) calendar days of receiving the counter-notice from us, then we may, in our sole discretion, reinstate the removed or disabled Content.
Our Privacy Policy explains how we treat your Content and protect your privacy when you use our Services. You agree that we can use and share your Content and other information collected, including personal data, in accordance with our Privacy Policy.
You are responsible for your Content and use of the Services. You represent and warrant that your use of the Services will comply with all applicable laws and regulations, including applicable export and re-export control laws and regulations.
You're responsible for determining whether our Services are suitable for you to use in light of any regulations like HIPAA, GLB, or other laws. If you're subject to regulations (like HIPAA) and you use our Services, then we won't be liable if our Services don't meet those regulatory requirements.
You understand and agree that we may cooperate with any governmental authority in connection with any investigation into a user's use of the Services, including use in contravention of applicable laws, and may disclose any Content, and any other information pertaining to the user or to user's use to such governmental authority in connection with any such investigation.
TO THE EXTENT PERMITTED BY LAW AND EXCEPT FOR WILLFUL MISCONDUCT AND WITH RESPECT TO YOUR OBLIGATION PURSUANT TO SECTION 14, (I) NEITHER PARTY WILL BE LIABLE FOR ANY LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES UNDER ANY CIRCUMSTANCES, EVEN IF THEY'RE BASED ON NEGLIGENCE OR IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, AND (II) EITHER PARTY’S TOTAL LIABILITY FOR ALL CLAIMS MADE RELATING TO THE SERVICES IN ANY MONTH WILL BE NO MORE THAN WHAT YOU PAID US FOR THE SERVICES THE MONTH BEFORE.
WE PROVIDE THE MATERIAL ON THE SITE AND THE SERVICES "AS IS" AND "AS AVAILABLE." THAT MEANS WE DON'T PROVIDE WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES.
You agree to indemnify and hold us harmless from any losses (including attorney fees) that result from any claims relating to your use of the Services. You also agree to indemnify and hold us harmless from any losses (including attorney fees) that result from third-party claims that you or someone using your account did something that, if true, would violate any term in this Agreement.
We aren't responsible for the behavior or Content of any third parties, including advertisers, linked websites, or other users.
(This part will matter to you if you're affiliated with the U.S. government.) The Services and Site, including all documentation, are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, and consist of "Commercial Computer Software" and "Commercial Computer Software Documentation." The Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. Government end users:
Published and Unpublished rights are reserved under the copyright laws of the United States. Manufacturer is Segmanta, Inc. 217 2nd St. Floor 3, San Francisco, CA 94105.
You may not assign any of your rights under this agreement without our consent, which may be withheld in our sole discretion. We may assign our rights to any other individual or entity at our sole discretion.
We won't be liable for any delays or failure in performance of any part of the Services, from any cause beyond our control. This includes, but is not limited to, acts of God, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, and acts of hackers or third-party internet Services providers.
Even if this Agreement is terminated, the following sections will continue to apply: Proprietary Rights Owned by Us, Proprietary Rights Owned by You, Compliance with Laws, Limitation of Liability, No Warranties, Indemnity, Choice of Law, Binding Individual Arbitration, Additional Terms and No Waiver, Notices, Severability, and Entire Agreement.
If it turns out that a particular term is not enforceable, this will not affect any other terms in this Agreement.
Additional terms may apply to certain features of the Services (the "Additional Terms"). The Additional Terms will be considered incorporated into this Agreement when you activate the feature and accept the Additional Terms. Where there's a conflict between this Agreement and the Additional Terms, the Additional Terms will control. If we don't immediately take action on a violation of these Terms, we're not giving up any rights under the Terms, and we may still take action at some point.
We can't change these Terms of Use for any one User or group of users. This simply isn't a scalable process for us, and is not possible.
Any notice to you will be effective when we send it to the last email or physical address you provided to us. Any notice to us will be effective when delivered to us:
Attn. Legal Notices, Segmanta, Inc.
These Terms of Use and any Additional Terms you've agreed to (incorporated herein by this reference) make up the entire agreement and supersede all prior agreements, representations, and understandings.
The laws of California, USA, excluding California's conflict of laws rules, will apply to any and all disputes arising out or relating to the Services or this Agreement (“Disputes”).
You and Segmanta, Inc. each agree to exclusively arbitrate any and all Disputes. YOU AND SEGMANTA, INC. AGREE THAT ANY DISPUTE AGAINST THE OTHER MAY ONLY BE BROUGHT ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED, AND YOU ARE FOREGOING A JURY TRIAL AND WAIVING ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST SEGMANTA, INC. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). All Disputes shall be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by the American Arbitration Association (www.adr.org) or JAMS (www.jamsadr.org) according to this provision and the applicable arbitration rules for that forum. Consumer claimants (individuals whose use of the Services is intended for personal, family, or household use) may elect to pursue their claims in their local small-claims court rather than through arbitration. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies. If you are a consumer bringing a claim relating to personal, household, or family use, any arbitration hearing will occur within the county or parish where you reside. Otherwise, any arbitration hearing will occur in San Francisco, California, or another mutually agreeable location. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. For any Dispute, Segmanta, Inc. will pay all the arbitration fees. If you prevail on any claim for which you are legally entitled to attorney’s fees, you may recover those fees from the arbitrator. For any claim where you are seeking relief, Segmanta, Inc. will not seek to have you pay its attorney’s fees, even if fees might otherwise be awarded, unless the arbitrator determines that your claim was frivolous. For purposes of this arbitration provision, references to you and Segmanta, Inc. also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of Segmanta, Inc. Services. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions in consumer cases) will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state courts in the City and County of San Francisco, California, or federal court for the Northern District of California.
