License Agreement

Effective Date: 17 December 2025
Last Updated: 17 December 2025

This Software License Agreement ("Agreement") is entered into by and between Segment8, Ltd. ("Company," "we," "us," or "our"), a UK private limited company, and you ("Licensee," "you," or "your"). By accessing or using the Segment8 platform ("Platform"), you agree to be bound by this Agreement.

1.1 License. Subject to full compliance with this Agreement, Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform for your internal business operations.

1.2 Access. The Platform may only be accessed by named users with valid credentials associated with your account. Account sharing is strictly prohibited.

2.1 Permitted Use. You may use the Platform to:

• Create, store, and manage competitive intelligence
• Build messaging frameworks and positioning documentation
• Plan, manage, and execute product launches
• Develop and share battlecards and analysis reports
• Store and manage customer personas, interviews, and market data

2.2 Prohibited Uses. You may not:

• Reverse engineer, decompile, disassemble, or derive the source code of the Platform
• Circumvent authentication or security measures
• Use the Platform to build, support, or operate a competing product or service
• Share access credentials with any third party
• Use the Platform in a manner that violates applicable laws or infringes third-party rights
• Use the Platform for purposes of cryptocurrency mining, denial-of-service attacks, scraping, or attempting to access unauthorised systems

3.1 Plan Tiers. Access to the Platform is subject to the subscription tier selected:

• Compete: Competitive intelligence, deal outcomes, and market signals connected in one workspace.
• Scale: Everything in Compete, plus personas, messaging, win/loss depth, and workflow automation.
• Dominate: Everything in Scale, plus higher monitoring and delivery volume, launches, multi-workspace support, and guided implementation.
• Enterprise: Custom configuration, governance controls, and dedicated support for large organisations.

3.2 Usage Quotas. Subscription plans include usage thresholds for data storage, projects, API calls, and AI-assist features. Overage fees may apply.

3.3 Payment. All fees are billed in advance. Payments are non-refundable except as required by law. We reserve the right to suspend access for non-payment.

4.1 Ownership. Company owns all rights, title, and interest in and to the Platform, including all intellectual property rights therein. No ownership rights are granted to you under this Agreement.

4.2 Your Content. You retain ownership of all data, content, and materials you upload or create within the Platform ("Customer Content"). You grant Company a limited, non-exclusive license to host, process, and display Customer Content solely to provide the Platform.

4.3 Feedback. You may submit feedback regarding the Platform. Company may freely use such feedback without obligation to you.

5.1 Privacy. Your use of the Platform is subject to our Privacy Policy.

5.2 Data Processing. Where applicable, the Company will act as a data processor on your behalf under UK GDPR. Our obligations are defined in a separate Data Processing Addendum (DPA), available at segment8.com/dpa.

5.3 Subprocessors. We use subprocessors to provide parts of the Platform. A current list is maintained in our DPA. You will be notified of material changes.

5.4 Transfers. Where Customer Content includes personal data subject to UK or EU data protection laws, we will ensure lawful transfer mechanisms such as SCCs or the UK IDTA are in place.

6.1 Term. This Agreement begins on the date you first access the Platform and continues until terminated.

6.2 Termination for Convenience. Customer may terminate this Agreement at the end of the then-current subscription term with written notice. Company may terminate for convenience with 30 days' written notice. Fees paid are non-refundable.

6.3 Termination for Cause. Company may suspend or terminate access immediately for breach, legal compliance, or if continued access poses a security or legal risk.

6.4 Post-Termination. Upon termination:

• Your license ends immediately
• You must stop using the Platform
• We will retain your Customer Content for 30 days for export, after which it may be deleted

7.1 Limited Warranty. We warrant that the Platform will materially conform to published documentation under normal use.

7.2 Disclaimer. Except as expressly provided, the Platform is provided "as is" and without warranties of any kind, whether express, implied, or statutory, including fitness for purpose, merchantability, or non-infringement.

8.1 Cap. Company's total liability under this Agreement will not exceed the total fees paid by you in the three months preceding the claim.

8.2 No Consequential Damages. Company will not be liable for indirect, special, incidental, punitive, or consequential damages, including lost profits, data loss, or business interruption.

You will indemnify, defend, and hold Company harmless from any third-party claims arising from your use of the Platform, violation of this Agreement, or infringement of any third-party rights.

You agree to keep confidential any non-public information disclosed to you by Company, including pricing, technical details, and business plans. Confidentiality obligations survive termination.

You agree not to use the Platform in violation of applicable export laws or sanctions. You represent that you are not on any UK, EU, or US restricted parties list.

Company may audit your use of the Platform to verify compliance with this Agreement and applicable usage restrictions, provided reasonable notice is given. This audit is for license compliance only and does not cover security, privacy, or data processing audits, which are addressed separately in the Data Processing Addendum.

The Platform may rely on or integrate with third-party providers such as hosting, authentication, payments, and AI processing. Company is not liable for the acts or omissions of such third parties. Where applicable, their terms may apply.

Certain features may be offered in beta or marked as experimental, including those powered by AI. These features are provided without warranty, may change without notice, and should not be relied on in production-critical environments.

You may not use the Platform to:

• Engage in illegal, fraudulent, or abusive behaviour
• Disrupt or attempt to gain unauthorised access to systems or networks
• Transmit malware, spam, or harmful code
• Harvest or scrape data at scale without prior consent

Violation of this policy may result in immediate suspension or termination.

Company maintains business continuity and disaster recovery plans appropriate to the scale of the Platform. We make commercially reasonable efforts to restore access in the event of significant outages.

Unless otherwise agreed in writing, Company may use your name, logo, and general relationship description in its marketing materials, website, or case studies. You may opt out by written notice.

Company maintains industry-standard commercial general liability, cyber liability, and professional indemnity insurance policies. Certificates of insurance are available upon request for enterprise clients.

You are responsible for maintaining the security and confidentiality of your credentials, access rights, and customer content. You must notify Company immediately of any suspected unauthorised access.

Neither party will be liable for failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, labour disputes, internet outages, or government restrictions.

You may not assign this Agreement without our prior written consent. Company may assign this Agreement in the event of merger, acquisition, or reorganisation.

This Agreement is governed by the laws of England and Wales. All disputes shall be subject to the exclusive jurisdiction of the courts of London, UK.

Segment8, Ltd.
Email: [email protected]
Website: https://segment8.com

This License Agreement was last updated on 17 December 2025.