Legal

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THIS IS A BINDING LEGAL AGREEMENT.

BY ACCESSING OR USING THE WEBSITE, PURCHASING PRODUCTS, OR ENGAGING WITH ANY SERVICES OFFERED BY SEGERN, LLC, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE ("Terms") AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE OUR WEBSITE, PRODUCTS, OR SERVICES.

Note: This document aims for clarity by using plain English where possible. However, it covers important legal points.

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1. Introduction and Definitions

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1.1. Operator. This website and the Services are operated by Segern, LLC ("Segern," "we," "us," "our").

1.2. Scope. These Terms govern your access to and use of:

• Segern websites and their content.
• Any digital products offered by Segern, such as software subscriptions or tools ("Digital Products").
• Any professional advisory, consulting, or design services ("Advisory Services").
• Any physical products offered through our online store or retail locations when available ("Physical Products").
• Any other resources or offerings provided by Segern.
• (Collectively referred to as the "Services").

1.3. Acceptance. By visiting our site, buying products, or using our Services, you agree to these Terms. This includes additional policies referenced here (like our Privacy Policy, Data Processing Addendum ("DPA"), or Commerce Policy). These Terms apply to everyone using the site or Services. Your acceptance and use of the Services are strictly subject to these Terms.

1.4. Modifications. We reserve the right to update, change, or replace any part of these Terms by posting updates on our website. New features, products, or services will also be subject to these Terms. Please check this page periodically for changes. If we make material changes that negatively impact your use of the Services, we will make reasonable efforts to provide advance notice, except in urgent cases such as to prevent abuse, comply with legal obligations, or address security risks. Your continued use of the Services after changes means you accept them. The most current version is always available here.

If the Privacy Policy or Data Processing Addendum is updated, such changes will be notified and will be effective as stated in those documents; you are encouraged to review all referenced policies for up-to-date information and practices.

1.5. Third-Party Platforms Privacy Policy. Our website is hosted on Webflow, Inc. We use various third-party services for website functionality, e-commerce, payments, and service delivery (See Section 11).

1.6. Defined Terms. Unless otherwise specified, the following capitalized terms have these meanings throughout these Terms:

• Services: All websites, software, applications, platforms, features, digital or advisory offerings, and physical products provided by Segern, LLC, collectively.
• Digital Products: Cloud-based software, applications, or digital tools made available by Segern via subscription, license, or purchase.
• Advisory Services: Consulting, design sprints, professional advice, or similar services provided by Segern.
• Physical Products: Tangible products sold by Segern, including but not limited to goods shipped to you.
• Subscription / Plan: The tier, type, or package of Digital Products or Services to which you have subscribed or purchased access, as set forth in an Order or on the website.
• Subscription Period: The term (e.g., monthly, annual) during which you have access to the Digital Product or Service.
• Order: The confirmation, purchase, invoice, or similar agreement (including through the website or otherwise), which sets forth details of your selected Plan, Subscription, or Service.
• Fees: The payments owed for Services or Products as specified in an Order, the website, or otherwise.
• Authorized User(s): The individual(s) authorized by you to use or access the Services or Products under your Plan.
• User Content: Any data, content, information, or materials you submit, post, upload, or make available through the Services, including files, messages, or other input.
• Work Product: Any custom deliverables or results created by Segern specifically for you during Advisory Services or special projects, as further described in an applicable Service Agreement or Statement of Work.
• Customer Materials: Data, files, specifications, content, or other materials you provide to Segern for the purpose of enabling us to deliver Services or complete Work Product.
• Confidential Information: Any non-public information provided by one party to the other, including but not limited to User Content, Customer Materials, business or technical data, marked as confidential or which a reasonable person would consider confidential.
• Affiliate: Any entity that directly or indirectly controls, is controlled by, or is under common control with a party to these Terms.

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2. Eligibility and Use Restrictions

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2.1. Age Requirement. By using the Services, you confirm you are at least the age of majority in your location, or you have obtained consent for any minor dependents using the Services under your supervision.

2.2. No Use by Children Under 13. The Services are not directed to children under 13, and we do not knowingly collect personal data from them. If we learn that we have collected such data, we will delete it promptly. Parents or guardians who believe their child has provided us with data may contact [email protected] with the subject line “Children Data” for removal.

2.3. Lawful Use. You agree to use our Services and any products lawfully and only for their intended purposes, complying with all applicable laws (including copyright and data privacy).

2.4. Prohibited Activities. You are strictly prohibited from using the site or its content:

• For any unlawful purpose or to solicit illegal acts.
• To violate any laws or regulations.
• To infringe on our or others' intellectual property rights.
• To use our content, brand assets, or user-generated materials to train or fine-tune machine learning or AI models, unless expressly authorized in writing.
• To harass, abuse, discriminate, defame, or harm others.
• To submit false or misleading information.
• To upload or transmit viruses or malicious code.
• To collect personal information improperly.
• To spam, phish, scrape, or crawl data.
• For obscene or immoral purposes.
• To interfere with or bypass security features.
• To interfere with or disrupt the Services, servers, or networks, including via denial-of-service attacks, brute force attempts, automated scraping, or circumventing access limits or service protections.
• Violation of these prohibitions may result in suspension or termination of your access to the Services, or other remedies as provided by law.

2.5. Right to Refuse Service. We reserve the right to refuse service or access to anyone for any reason at any time.

2.6. Account Security. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify Segern immediately of any unauthorized use of your account or any other breach of security. Segern will not be liable for any loss or damage arising from your failure to comply with this obligation.

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3. Service Offerings and Modifications

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3.1. Offerings. Segern provides Digital Products, Advisory Services (which may include standardized offerings like Design Sprints or custom engagements), and may occasionally offer Physical Products. Specific details (scope, features, pricing, deliverables) will be provided on our website or in separate agreements (e.g., Orders, Service Agreements, Proposals) incorporated into these Terms.

3.2. Availability. We may limit the availability or quantity of Services or products to certain persons, regions, or jurisdictions. Descriptions and pricing can change anytime without notice. We reserve the right to discontinue any Service or product at any time. Offers are void where prohibited.

3.3. Modifications & Discontinuation. We reserve the right to modify, suspend, or discontinue any part of the Service or any product/service offering at any time without notice. We are not liable for any modification, price change, suspension, or discontinuance.

3.4. Accuracy. While we strive for accuracy, information on our site may contain errors or omissions (See Section 16). We reserve the right to correct errors, update information, or cancel orders/engagements if information is inaccurate, even after an order is placed.

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4. Physical Product Terms (If Applicable)

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4.1. Availability. When offered, Physical Products may be available exclusively online and may have limited quantities.

4.2. Display Accuracy. We strive to display product colors and images as accurately as possible, but cannot guarantee that your device's display will accurately reflect the colors.

4.3. Returns & Exchanges. Governed by our separate Commerce Policy. Please review that policy for details if purchasing physical goods. Generally, returns/exchanges are only offered for wrong or damaged items as specified therein.

4.3. Returns & Exchanges. Governed by our separate Commerce Policy. Please review that policy for details if purchasing physical goods. Generally, returns/exchanges are only offered for wrong or damaged items as specified therein.

4.4. Shipping. Governed by our separate Shipping Policy, covering delivery estimates, customs, and lost/damaged shipment procedures.

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5. Digital Product (SaaS) Terms

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5.1. Subscription & License. Using Digital Products typically requires purchasing a paid Subscription or obtaining access through a specific plan (which may include different tiers [typically 1-3, potentially more], free versions, or limited Lifetime Deals [LTDs]) as specified in an Order or on our website ("Plan"). We grant you a limited, non-exclusive, non-transferable right to access and use the features and functionality of the Digital Product corresponding to your chosen Plan during the valid Subscription Period or specified term (e.g., for LTDs), solely for your internal business purposes or personal use, according to these Terms and your Order/Plan details.

5.2. Billing and Cancellation. Subscriptions are billed in advance on a recurring basis as specified in your selected plan. You may cancel your subscription at any time through your account settings. Upon cancellation, you will retain access to the subscribed services until the end of your current billing cycle. Refunds for partial billing periods are not provided unless required by law.

5.3. Automatic-renewal Disclosures. Before you complete any subscription purchase, we present:

• (a) the subscription term,
• (b) the recurring charge amount and frequency, and
• (c) how to cancel.

By clicking “Purchase” (or similar), you agree that your subscription auto-renews until cancelled. You will receive an email including a renewal reminder 3–7 days before each renewal for monthly plans and 15–45 days before annual plans. You may cancel at any time through the Services Billing page or by emailing [email protected] with the subject “Cancel Subscription”. Cancellation is effective immediately for future renewals; no partial-period refunds are provided unless required by law.

5.4. Right of Withdrawal for EU/UK Consumers. If you reside in the European Union or United Kingdom and purchase a Digital Product for personal (non-business) use, you have the statutory right to cancel the contract within fourteen (14) days of purchase (“Cooling-Off Period”) without giving any reason. How to exercise: Email [email protected] with the subject “Withdraw Purchase” and include your order number. Effect: We will refund all payments received for that Digital Product within 14 days. Exception: You waive this right if you

• (a) expressly requested immediate access to the Digital Product and
• (b) acknowledged that access before the Cooling-Off Period ends forfeits your withdrawal right, as permitted under EU Consumer Rights Directive Art 16(m).

5.5. User Access. The basis on which access is granted (e.g., per individual user, per team, site license, or other specified metric) and the number of authorized users ("Users") permitted under your Plan will be defined by the specific Plan details provided at the time of purchase or sign-up. Only authorized Users under a valid Plan may use the Digital Product. You are responsible for managing your Users (if applicable), ensuring their compliance with these Terms, and safeguarding access credentials.

5.6. Use Restrictions. You agree not to, and not to allow others to:

• Reverse engineer, decompile, or access the source code or underlying algorithms of the Digital Products or related Software.
• Modify, translate, or create derivative works.
• Use for timesharing, service bureaus, or third-party benefit (other than authorized Users under your Plan).
• Remove proprietary notices.
• Engage in prohibited activities (See Section 2.4).

5.7. Free Tiers and Trials. We may offer free access tiers ("Free Tiers") or limited trial periods for certain Digital Products. Free Tiers and trials are provided "as is," may have limited features, usage limits, or time restrictions, and can be modified or terminated by us at any time without notice.

5.8. API Access. If an API is provided, use is subject to these Terms and specific API rules or documentation we publish. We can monitor, limit, or revoke API access at our discretion.

Use of the API may require acceptance of additional terms or an API-specific agreement. For any substantive uses, please contact us for further details.

5.9. Service Levels. Specific service level commitments (SLAs), if any, regarding the uptime or performance of Digital Products will be defined in the applicable Order or Service Agreement for specific paid Plans. Unless otherwise specified, Services are provided "as is" and "as available."

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6. Advisory Service Terms

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6.1. Scope & Deliverables. Specifics for Advisory Services (scope, deliverables, timelines, client duties) will be defined in a separate Service Agreement, Statement of Work (SOW), or Proposal. For standardized offerings like Design Sprints, the scope described on our website or service page applies.

6.2. Acceptance. Processes for reviewing and accepting deliverables may be outlined in the applicable agreement or follow standard procedures described for the service. Timely feedback may be required.

6.3. Client Responsibilities. You agree to provide us with the necessary information, materials, access, and timely feedback for us to perform Advisory Services effectively. Delays caused by failure to meet responsibilities may impact timelines and potentially incur fees as outlined in specific service terms.

6.4. Cancellation. Cancellation terms for ongoing Advisory Services (e.g., retainers) will be specified in the applicable Service Agreement. Termination of project-based services may be subject to fees (See Section 20). Termination of project-based services before completion may incur an early-termination fee equal to:

• (a) all work performed up to the notice date plus
• (b) 15% of the remaining unpaid project balance, unless a different fee is specified in a separate applicable Service Agreement.

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7. Fees, Payment, and Taxes

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7.1. Fees. You agree to pay all specified fees ("Fees") for Services and products. Payment obligations are non-cancellable, and Fees are non-refundable, except as stated in these Terms, a Service Agreement, or our Commerce PolicyCommerce Policy.

7.2. Payment. We use third-party payment processors. Payment is subject to their terms. You must provide accurate payment/account info and authorize charges. Inaccurate info or non-payment may lead to suspension or cancellation.

7.3. Recurring Billing. For subscriptions or retainers, you authorize recurring charges until you cancel according to the specified procedure (See Sections 5.2–5.3 and, for Advisory Services, Section6.4).

7.4. Taxes. Fees do not include taxes ("Taxes"). You are responsible for paying applicable Taxes (like sales tax). We may charge Taxes if legally required.

7.5. Disputes & Late Payment. Contact us within sixty (60) days regarding charge disputes. Payments not received by the due date specified on the applicable invoice or agreement are considered late. Late payments will accrue late fee charges at a rate of the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated on the outstanding unpaid balance until the balance is paid in full.

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8. Customer Representations

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8.1. Authority. If you are using the Services on behalf of an organization entity, you represent and warrant that you have the legal authority to bind that entity to these Terms.

8.2. Compliance. You represent and warrant that you will use the Services in compliance with these Terms and all applicable laws and regulations.

8.3. User Content Rights. You represent and warrant that you own or have all necessary rights, licenses, consents, and permissions to submit, post, or display any User Content (defined in Section 9.5) or Customer Materials (defined in Section 14.2) you provide through the Services, and that such content complies with applicable laws and does not infringe the intellectual property or privacy rights of any third party.

8.4. Your Responsibilities. You are responsible for your conduct and any data, content, or materials you submit or share when using the Services. You agree not to misuse or interfere with the Services, and to follow any usage limits, instructions, or documentation provided by us.

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9. Intellectual Property and Ownership

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9.1. Segern IP. Segern owns all rights to the Services, Software, website content, Digital Products, our methods, tools, brand, logos, and pre-existing materials ("Segern IP"). You receive only the limited rights explicitly granted in these Terms or specific agreements.

9.2. Work Product (Advisory/Custom). For specific deliverables created uniquely for you during Advisory Services or custom projects ("Work Product"), ownership typically transfers to you upon full payment, as defined in the relevant Service Agreement or SOW. This does not include Segern IP used in creating the Work Product.

9.3. Segern's Use of Work Product. We retain the right to showcase the Work Product (excluding your Confidential Information) in our portfolios, website, and marketing materials for promotional purposes, subject to reasonable confidentiality and potential timing restrictions outlined in specific agreements or Section 20.10.

9.4. Physical Product Ownership. You own the physical item purchased, but not the underlying design or brand IP.

9.5. User Content. You own the content or data you provide or upload ("User Content"). You grant Segern a license to use your User Content solely to provide and improve the Services for you. This license is non-exclusive, worldwide, royalty-free, and solely for the purpose of delivering, maintaining, and improving the Services. It does not grant us rights for resale, sublicensing, or commercial redistribution beyond the scope of service delivery.

9.6. Segern Background IP. During service provision, we might use Segern IP that is not Work Product ("Segern Background IP"). You receive a non-exclusive, non-transferable (except as permitted), worldwide license to use necessary Segern Background IP solely as incorporated into, and as required for the use of, the Work Product or Digital Product provided to you.

9.7. Third-Party IP (Fonts, etc.). See Section 13 regarding responsibility for third-party intellectual property licenses.

9.8. Client IP. You grant Segern a limited license to use your intellectual property (e.g., logo, content provided by you) solely as needed to perform the Services for you.

9.9. Feedback. If you provide suggestions or feedback ("Feedback"), excluding any Confidential Information, you grant Segern a broad, perpetual license to use and incorporate that Feedback without restriction or compensation.

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10. DMCA Notice & Takedown

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10.1. Designated Agent. If you believe that content on the Services infringes your copyright, send a notice to Segern at [email protected] with the subject “DMCA Notice”.

10.2. Notice Requirements. Your notice must include:

• (a) your physical/electronic signature;
• (b) identification of the copyrighted work;
• (c) identification of the infringing material and its URL;
• (d) your contact info;
• (e) a statement of good-faith belief;
• (f) a statement under penalty of perjury that your notice is accurate and you are authorized to act.

10.3. Repeat Infringers. We may terminate accounts of users who are repeat infringers.

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11. Third-Party Links, Tools, and Services

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Our Services may contain links to or integrate with third-party websites, tools, products, or services that are not owned or controlled by Segern. Your use of any third-party websites or services is at your own risk and subject to the terms and privacy policies of the applicable third parties. Segern is not responsible for the content, privacy practices, or actions of any third-party sites, services, or providers.

11.1. Links & Materials. We provide access to third-party resources or materials, but use of these does not imply endorsement or responsibility for their content, accuracy, or legality. You acknowledge and agree Segern is not responsible or liable for any damage or loss caused by or in connection with your use or reliance on any such third-party content, goods, services, or policies.

11.2. Optional Tools & Integrations. From time to time, we may offer you access to optional third-party tools or integrations "as is" without any warranties, representations, or conditions of any kind. Your use of these optional tools is entirely at your own risk and discretion, and you should ensure that you are familiar with and approve the terms on which tools are provided by the relevant third-party provider(s).

11.3. Third-Party Services Used by Segern. We use various third-party providers (such as for hosting, payments, analytics, AI functions, fulfillment, etc.) to enable or improve our Services. Major providers include, for example, Activepieces, Apple, Google, OpenAI, Stripe, Webflow, Zoho, and other similar services and providers as outlined in our sub-processors list; this list is illustrative and may be updated from time to time for accuracy. Our Service’s availability and features may rely on these third parties and their respective policies. Segern is not liable for any interruption, error, breach, data loss, or failure caused by such third-party providers except to the extent resulting from Segern’s gross negligence or willful misconduct.

To view the most up-to-date list of third-party sub-processors and vendors, please view the Sub-processors list.

11.4. AI Services. If you choose to interact with AI features or integrations, data processing will occur as described in our Privacy Policy and may involve third-party providers. By using such features, you consent to data processing by those third parties.

For legal clarity, Segern expressly disclaims any responsibility or liability for your use of, or reliance on, any third-party sites, services, integrations, or resources.

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12. User Submissions (Comments, General Feedback)

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12.1. License to Use. If you send us general comments or ideas ("Submissions"), you grant us a broad license to use them without restriction or compensation.

12.2. Responsibility. You are responsible for your Submissions. They must be lawful, accurate, and not violate third-party rights or contain malware. We may monitor/remove Submissions but are not obligated to and assume no liability.

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13. Font Licensing

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13.1. Responsibility.

• For Advisory/Custom Work Deliverables: If deliverables we create for you incorporate fonts requiring a commercial license for your intended final use (e.g., public display, distribution), you are responsible for purchasing the appropriate licenses unless otherwise specified in a Service Agreement. We will notify you if such licenses are required where feasible.
• For Digital Products: For Digital Products, Segern warrants that any fonts embedded or served within the product are licensed for web embedding and end-user display. This license does not permit you to extract or self-host those fonts outside the product. This license generally does not extend to you extracting or using those fonts outside of the Digital Product itself; separate licenses may be required for such use.

13.2. Liability. You assume responsibility for any consequences arising from failure to obtain required licenses for fonts used in materials you provide or in final deliverables you use beyond the scope of licenses Segern may have secured.

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14. Confidentiality

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14.1. Confidential Information. Both parties may receive confidential information from the other ("Confidential Information"), including non-public business, technical, or financial information. Segern's Confidential Information includes non-public aspects of the Services and Software. Your Confidential Information includes non-public User Content and Customer Materials (defined in Section 14.2) you provide for service performance.

14.2. Obligations. The receiving party agrees to:

• Protect the disclosing party's Confidential Information with reasonable care.
• Use the Confidential Information only to perform obligations or exercise rights under these Terms or specific Service Agreements.
• Limit access to Representatives who need to know and are bound by confidentiality obligations.
• Not disclose Confidential Information to third parties without prior written consent, except as required by law.

14.3. Exceptions. Confidential Information does not include information that:

• (a) is or becomes public without breach;
• (b) was known before disclosure without obligation;
• (c) is received from a third party without obligation; or
• (d) is independently developed.

14.4. Compelled Disclosure. If legally required to disclose, the receiving party will (if permitted) provide prior notice and reasonable assistance to the disclosing party if they contest the disclosure.

14.5. Duration & Return. Confidentiality obligations survive termination. Upon termination, the receiving party must return or destroy Confidential Information upon request.

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15. Personal Information and Data

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15.1. Privacy Policy. Segern does not sell, rent, or otherwise commercially share your Personal Information. Data is only disclosed to trusted providers to deliver Services or as required by law. Our collection and use of personal information are governed by our Privacy Policy. Please review it carefully.

15.2. Customer Materials. You are responsible for having the necessary rights to any data or content you provide for service performance ("Customer Materials"). Our handling is governed by the Privacy Policy and relevant agreements. Maintain your own backups.

15.3. Data Processing Addendum (DPA).

If your use of the Services requires Segern to act as your data processor (for example, if you are a business customer subject to EU, UK, Swiss, or other applicable data protection laws, or if you otherwise request), the terms of our Data Processing Addendum ("DPA") apply in addition to these Terms.

All business clients may opt into the DPA at any time, regardless of legal requirement. The DPA incorporates the EU Standard Contractual Clauses (Module Two) and lists approved sub-processors. If you wish to enter into the DPA, you may do so by following the instructions on our website or contacting [email protected].

15.4. Sensitive Data. We do not intentionally collect or process any sensitive categories of personal data (such as data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, health or medical data, genetic or biometric data, or sexual orientation) unless required for the specific provision of a Service and you have provided your explicit consent or such processing is otherwise permitted or required by law.

If you believe you have submitted sensitive data, please contact us at [email protected] with the subject line “Sensitive Data” so that we may address your request.

Where applicable law requires explicit consent for processing sensitive personal data, we will seek such consent prior to the processing of that data.

You must not provide Segern with any sensitive personal data unless specifically agreed to in writing and as permitted under the DPA and Privacy Policy.

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16. Errors, Inaccuracies, and Omissions

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Information on our site or Service might occasionally have errors. We reserve the right to correct errors, update info, or cancel orders/engagements if info is inaccurate, without prior notice. We have no obligation to update all information unless required by law.

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17. Disclaimer of Warranties

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YOUR USE OF SERVICES AND PRODUCTS IS AT YOUR SOLE RISK.

SERVICES AND PRODUCTS ARE PROVIDED 'AS IS' AND 'AS AVAILABLE' WITHOUT WARRANTIES OF ANY KIND (EXPRESS OR IMPLIED), INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT GUARANTEE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

WE DO NOT WARRANT RESULTS WILL BE ACCURATE OR RELIABLE, OR THAT QUALITY WILL MEET EXPECTATIONS. (Except as may be specified in a separate SLA, see Section 5.9.)

Nothing in these Terms limits or excludes any rights or remedies you may have as a consumer under the mandatory laws of your country, state, or region of residence. This includes, but is not limited to, statutory rights relating to product returns, refunds, cancellation periods, distance selling, and data privacy, which may apply where required by law (for example, EU consumer rights, the UK Consumer Rights Act, UK Distance Selling Regulations, or California Consumer Protection and Privacy laws). Where local consumer law grants you additional rights or protections that conflict with any term of these Terms, such local rights and obligations will prevail to the extent required by law.

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18. Limitation of Liability

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TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR PRODUCTS, EVEN IF ADVISED OF THEIR POSSIBILITY.

EACH PARTY'S TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THESE TERMS, THE SERVICES, OR PRODUCTS WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID OR PAYABLE BY YOU TO SEGERN FOR THE SPECIFIC SERVICE OR PRODUCT GIVING RISE TO THE CLAIM IN THE12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIVE HUNDRED U.S DOLLARS ($500 USD).

These limitations apply whether the claim is based on warranty, contract, tort (including negligence), statute, or any other legal theory. Some jurisdictions don't allow these limitations.

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19. Indemnification

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19.1. By You. You agree to indemnify, defend, and hold harmless Segern (and its affiliates, directors, employees, etc.) from any claims, demands, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your breach of these Terms or failure to comply with Section 8 (Customer Representations).
• Your violation of any law or third-party rights.
• Your use of the Services or products in a manner not authorized by these Terms or applicable agreements.
• Customer Materials you provide infringe third-party rights.

19.2. By Segern (Limited IP Indemnity). Segern agrees to indemnify, defend, and hold harmless you from claims by a third party alleging that the Services or Work Product, as delivered by Segern and used by you in accordance with these Terms, directly infringes that third party's U.S intellectual property rights. This obligation does not apply if the infringement arises from: (a) your modifications; (b) combination with non-Segern products/services; (c) your failure to use updates provided by Segern; (d) Segern's use of materials you provided; or (e) your use outside the scope of the license granted.

19.3. Procedure. The party seeking indemnification must promptly notify the other party in writing, allow the indemnifying party to control the defense/settlement, and provide reasonable cooperation.

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20. Termination

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20.1. Term. These Terms are effective until terminated by you or us.

20.2. Termination by You. You can terminate by stopping use and notifying us if required by a specific Service Agreement (check agreements for notice periods/procedures).

20.3. Termination by Us. We can terminate or suspend access for your breach of these Terms. We may also terminate for other reasons (e.g., discontinuing a service) with reasonable notice where feasible. You remain liable for fees owed. Termination of project-based services before completion may incur fees as outlined in the relevant agreement.

For SaaS subscriptions or ongoing retainer services, you may terminate at any time via your account dashboard or by emailing [email protected], effective at the end of your current billing cycle. Any early termination policies will be specified in your Order or applicable plan.

20.4. Effect. Upon termination, your right to use the Services ends. Surviving provisions (IP, Confidentiality, Liability, Indemnity, Fees Owed, etc.) remain in effect. Data handling follows our Privacy Policy and DPA (if applicable).

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21. Miscellaneous

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21.1. Legal Requests. We may access, preserve, or disclose your information if we reasonably believe it is necessary to:

• (a) comply with any applicable law, regulation, legal process, or enforceable governmental request;
• (b) enforce these Terms, including investigation of potential violations;
• (c) detect, prevent, or otherwise address fraud, security, or technical issues; or
• (d) protect against harm to the rights, property, or safety of Segern, our users, or the public as required or permitted by law.

21.2. Severability. If any part is unenforceable, the rest remains valid. The unenforceable part will be modified to be enforceable if possible, otherwise disregarded.

21.3. Entire Agreement. These Terms (including the defined terms in Section 1.6), referenced policies (Privacy, Returns, DPA), and specific Orders/Service Agreements form the entire agreement, replacing prior agreements.

21.4. Waiver. Failure to enforce a right is not a waiver. Waivers must be in writing.

21.5. Interpretation. Ambiguities won't be construed against the drafter. Headings are for convenience only and do not affect the interpretation of the Terms.

21.6. Governing Law. Governed by the laws of the State of Texas, USA.

21.7. Dispute Resolution. This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-laws principles. Any dispute that the parties cannot resolve informally within thirty (30) days shall be finally settled by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The seat and place of arbitration shall be Austin, Texas, USA, and arbitration shall be the exclusive means of dispute resolution under these Terms, except either party may seek interim relief in any court of competent jurisdiction. The prevailing party is entitled to reasonable attorneys’ fees and costs.

EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL.

If any part of this arbitration agreement is found unenforceable, the remainder will still apply.

21.8. Force Majeure. Neither party is liable for delays/failures due to causes beyond reasonable control.

21.9. Accessibility. Segern is committed to making its Services accessible and usable for all individuals. We aim to conform to WCAG 2.1 AA guidelines and welcome accessibility feedback at [email protected] with subject “Accessibility Feedback”.

21.10. Notices. Valid notices must be in writing and delivered personally, via email (with receipt acknowledgment), or certified mail (return receipt requested) to the addresses specified by each party or updated via notice. Email notice to Segern must be sent to the address listed in Section 23. Email notice to you will be sent to the email address associated with your account or provided for notices.

21.11. Assignment. You cannot assign these Terms without our consent. We can assign them without restriction (e.g., in M&A).

21.12. Showcasing Work. We may display non-confidential elements of Work Product in our portfolio and marketing. If you reasonably believe public display would breach your confidentiality or competitive position, notify us in writing and we will discuss an embargo period or opt-out.

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22. Export Control and Compliance

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You agree to comply with all applicable export and re-export control laws and regulations, including but not limited to the Export Administration Regulations (EAR) maintained by the U.S Department of Commerce, International Traffic in Arms Regulations (ITAR) maintained by the U.S Department of State, and the regulations administered by the U.S Treasury Department's Office of Foreign Assets Control (OFAC). You shall not use, export, or re-export any part of the Services or content:

• (a) into any U.S.-embargoed countries or regions;
• (b) to anyone on the U.S Treasury Department's list of Specially Designated Nationals or the U.S Department of Commerce Denied Persons List or Entity List;
• (c) or for any purposes prohibited by U.S law, including, without limitation, the development, design, manufacture, or production of missiles, nuclear, chemical, or biological weapons.

By using the Services, you represent and warrant that you are not located in any such country or on any such list and that you will not use the Services for any purposes prohibited by applicable laws, including, without limitation, the development, design, manufacture, or production of missiles, nuclear, chemical, or biological weapons.

Export and sanctions laws of other jurisdictions may also apply to your use of the Services.

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23. Contact Information

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Questions about the Terms of Service should be sent to us at [email protected] with the subject line “Terms of Service”.

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