Seguno Terms of Service
Last Updated: June 14, 2023
Thank you for using Seguno apps and other software and services provided by Seguno Software, Inc. (“Seguno”). Seguno’s mission is to help e-commerce marketers maximize profit and drive revenue through automation. The term “Service” as used in these Terms of Service (“Terms”) means Seguno’s e-mail marketing apps and all related products, services, software, technologies, deliverables and tools provided by Seguno.
Seguno is willing to provide the Service to you only on the condition that you first accept these Terms. By accessing, registering for, or using the Service, or by accepting these Terms through an “I Accept” checkbox or similar method, you agree to these Terms.
These Terms along with any Order (as defined below) constitute a legally binding agreement between you and Seguno.
Please read these Terms carefully and, if you wish, print or save a copy for your records. If you do not agree with these Terms, you may not access or use the Service.
If you are accepting these Terms in connection with your employment by an entity, these Terms are binding both on you and such entity, and you represent that you are duly authorized to bind that entity to these Terms.
Changes to These Terms
Seguno may change these Terms from time to time. When these changes are made, Seguno will make a new copy of these Terms available through the Service. You understand and agree that your use of the Service after the date on which these Terms have changed constitutes your acceptance of the updated Terms.
You may gain access to the Service through your acceptance of an online Service sign-up page, or printed order, or other document that references these Terms (each, an “Order”). An Order may specify or reference applicable fees, the number of subscribers with which the Service may be used, how long you are authorized to use the Service, and supplemental terms. You agree that details regarding the Service, usage levels, and billing are as specified on Seguno’s help center and/or web site apply to each Order and may be updated from time to time by Seguno.
Changes to the Service
Seguno may, with or without notice, add features to the Service, change the Service, or remove features of the Service, at any time.
Your account (including any account associated with an app that the Service connects to or work with, and associated user name and password, your “Account”) for access to the Service is for your personal use only. You may not authorize others to use your Account, and you may not assign or transfer your right to use the Service. You agree to keep your Account details confidential.
You are responsible for all activities, charges, and liabilities related to the Service and associated with your Account. You agree to immediately notify Seguno of any unauthorized use of your Account related to the Service of which you are aware.
You shall take all reasonable precautions necessary to safeguard against unauthorized access and use of the Service through your Account.
Term and Termination
These Terms and your right to use the Service remain in effect for the time period specified in the applicable Order (the “Initial Term”), unless terminated earlier in accordance with these Terms. If no time period is specified in the Order, then the Initial Term will be for one month.
Except as otherwise specified in an Order, subscriptions for the Service will automatically renew for additional periods equal in length to the expiring subscription term (each, a “Renewal Term”) unless either party provides notice of non-renewal prior to commencement of the next Renewal Term. As used herein, “Term” means the Initial Term and all Renewal Terms.
If either party materially breaches these Terms, and such breach is not cured within thirty (30) days after written notice of the breach from the other party, then the other party may terminate these Terms. In addition, Seguno may suspend the Service (or any portion thereof) upon notice to you if you breach these Terms.
Any of these Terms that by their nature are intended to survive any termination or expiration of this Agreement, will so survive.
In order to protect the integrity of the Service, Seguno reserves the right at any time in its sole discretion to block individual users from accessing the Service.
Your Use of the Service
During the Term, Seguno grants you a limited, non-exclusive, non-transferable license only to access and to use the Service for your own personal use, subject to your compliance with these Terms. You may not use the Service for any other purpose, or after the end of the Term.
You shall provide, at your own expense, suitable equipment, software, and internet access as necessary to access and use the Service.
Seguno Materials and Intellectual Property
Seguno and its licensors own and retain all right, title, and interest in and to the Service, all underlying technology and algorithms used with or otherwise enabling the Service, and all software and content available within the Service (collectively, “Seguno Materials”), including all associated trademarks, copyrights, and other intellectual property rights. Nothing in these Terms transfers any such rights, title or interest to you or any other user, and Seguno reserves all rights not expressly granted to you
You agree not to remove, conceal, or alter any proprietary rights notices (including copyright and trademark notices) contained within the Seguno Materials. You may not (and you may not permit anyone else to) extract, copy, modify, reverse engineer, decompile, or otherwise attempt to access or use the source code of the software underlying or otherwise used to provide the Service or any part thereof.
All trademarks, service marks, trade names, logos and graphics associated with the Service ("Marks") are trademarks of Seguno and its licensors. You may not use any Marks without the prior written consent of Seguno. You agree that any breach of your obligations with respect to Seguno's and its licensors’ proprietary or intellectual property rights will result in irreparable injury to Seguno and its licensors for which money damages are inadequate, and you therefore agree that Seguno and its licensors shall be entitled to seek injunctive relief to address such breach, without the requirement of posting a bond, in addition to any other relief that a court may deem proper.
You shall retain ownership of data and information that is entered into the Service by you and by Authorized Users, including data and information imported into the Service by you from other systems that you use (“Your Data”). Your Data excludes Operational Data, as defined below.
You grant to Seguno a transferable (to Seguno’s successor), non-exclusive, worldwide license to use Your Data for the purpose of providing the Service. You acknowledge that Your Data will be stored and processed in the United States. You represent and warrant that: (i) you either own Your Data or are otherwise permitted to grant the license set forth in this paragraph; (ii) the use of Your Data on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person; and (iii) the use of Your Data in the Service does not result in a breach of contract between you and any third party.
Seguno retains ownership of Operational Data. “Operational Data” means aggregated and statistical data about its customers' use of the Service, including without limitation performance information related to the provision, operation or improvement of the Service.
You agree to pay the fees for the Service as specified in the applicable Order. All fees are payable in U.S. dollars and are nonrefundable and non-creditable. NOTE: the payment terms in this Section apply to payments directly to Seguno, and not to Seguno partners such as providers of apps that Seguno works with.
All fees may be increased upon thirty (30) days written notice to you. Any increase in fees for the base Service will not apply until the next renewal term.
Fees may be payable by you to a Seguno business partner or reseller.
If fees are paid directly to Seguno, then, unless another form of payment is specified in the Order, Seguno will bill your credit card (including, for purposes of these Terms, a debit card) for all applicable fees in advance of Service delivery. You shall provide accurate and complete billing information, including your name, address, telephone number, and valid credit card information, and shall promptly notify Seguno of any changes in that information. You acknowledge that the agreement between you and the applicable credit card issuer governs use of your credit card for payment of amounts owed to Seguno, including your rights and obligations as a holder of that card.
Except for taxes based on Seguno’s net income, if any authority imposes a tax, duty, levy, or fee upon your use of or orders for the Service, you shall pay that amount as specified in the Order or Seguno’s invoice or supply Seguno with exemption documentation. You are also responsible for paying all administrative fees (such as PayPal fees) associated with the Service.
If Seguno does not receive payment from your credit card issuer, upon demand you shall pay all overdue amounts by other means acceptable to Seguno. Seguno may accept other forms of payment, and if Seguno invoices you for Service, you shall pay to Seguno the amount indicated in each invoice by the due date reflected on the invoice.
If you fail to pay according to these Terms, Seguno may, without prejudice to its other rights and remedies: (1) charge interest on any unpaid amounts on a daily basis from the original due date at the rate of the lesser of 1.5% per month or the maximum amount permissible by law, (2) suspend or terminate your use and/or access to Service, or both (1) and (2). You shall reimburse Seguno for all reasonable expenses Seguno incurs in collecting past due amounts, including wire transfer fees, collection agency fees, reasonable attorney’s fees, and court costs. Seguno may charge a fee for reinstatement of suspended or terminated accounts.
Seguno may from time to time offer Service promotions and discounts for which you may be eligible, including free trials and promotions available for a limited time. Unless otherwise specifically noted, Service promotional offers and discounts apply to first-time purchasers only. Separate terms and conditions may apply to promotional offers and discounts. If offered, free trials of the Service may require that you register an account and provide payment information. This enrollment may obligate you to continue the Service beyond the expiration of the free trial period unless you take the steps necessary to cancel your account. You should carefully consider these obligations before attempting to enroll in any free trial.
You may only access the Service through the interface provided by Seguno and for lawful purposes.
You agree to comply with the Shopify Acceptable Use Policy, incorporated herein by reference, when using the Service. You further represent, warrant, and agree that you will not, in connection with use of the Service, directly or indirectly:
1. Violate the Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM Act) (15 U.S.C. § 7701 et seq.) or any other laws relating to the delivery of unsolicited electronic communications;
2. Upload, post, or otherwise transmit any content that contains any malware, viruses, spyware, worms, adware, or other malicious code or files;
3. Disrupt the normal flow of communication in the Service or otherwise act in a manner that negatively affects any other users’ ability to use or benefit from the Service;
4. Interfere with or disrupt the Service or servers or networks connected to the Service, or violate any requirements, procedures, policies, or regulations of networks connected to the Service;
5. Access (or attempt to access) any part of the Service through any automated means (including use of scrapers, scripts, robots, spiders, or web crawlers), or in any way circumvent the navigational structure or presentation of the Service;
6. Impersonate or attempt to impersonate Seguno or an employee of Seguno or any of its affiliates, another user, or any other person or entity, or post any information that misrepresents the identity, characteristics or qualifications of you or any other person;
7. Use the Service for the purpose of developing, directly or indirectly, a product or service competitive to the Service;
8. Use metatags or code or other devices containing any reference to any Mark or the Service in order to direct any person to any other website or Service for any purpose; or
9. Otherwise use the Service in violation of these Terms.
Seguno will maintain appropriate administrative, technical and physical safeguards to protect the security, confidentiality and integrity of Your Data.
You will: (i) use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and (ii) notify Seguno immediately of any such unauthorized access and/or use of which you become aware.
"Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Without limiting the foregoing, your Confidential Information includes Your Data, and Seguno’s Confidential Information includes the Service and associated software and technology, and the Operational Data. However, Confidential Information will not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) is independently developed by the Receiving Party.
The Receiving Party will use the same degree of care to protect the Disclosing Party’s Confidential Information that it uses to protect the confidentiality of its own similar Confidential Information, but in no event less than reasonable care). The Receiving Party agrees (i) not to use any Confidential Information of the Disclosing Party for any purpose except to exercise a license or perform an obligation under these Terms, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
The Receiving Party may disclose Confidential Information of the Disclosing Party if it is required by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such required disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
The Service may include services or other technology provided by third parties (“Third-Party Services”). The applicable supplier of any Third-Party Service is an intended third-party beneficiary of these Terms and may enforce these Terms directly against you with respect to such Third-Party Service. An Order (or activation process) for a Third-Party Service may include or be accompanied by a separate service, license, or other agreement (“Third-Party Agreement”), in which case that Third-Party Service is provided solely under the terms of that separate Third-Party Agreement.
Seguno may also provide you with certain “Third-Party Supplier Notices” in connection with the provision of Third-Party Service. The applicable Order (or activation process) for a Third-Party Service may include or be accompanied by Third-Party Supplier Notices.
If you receive a separate Third-Party Agreement and/or Third-Party Supplier Notice in connection with the Service, you agree to the terms of such Third-Party Agreement and/or Third-Party Supplier Notice. Seguno is not a party to, and is not liable for breaches of, any Third-Party Agreement.
The Service and Seguno Materials are provided by Seguno on an "as is" and "as available" basis. Seguno makes no representations or warranties of any kind, express or implied, as to the Service, Seguno Materials, or other information, content or materials made available through the Service (collectively, the “Service Items”). You agree that your use of the Service, Seguno Materials, and Service Items is at your sole risk. The Service, Seguno Materials and Service Items could include inaccuracies or other errors. Seguno does not warrant or make any representations regarding the use of or the result of the use of the Service, Seguno Materials or Service Items in terms of their correctness, accuracy, reliability, or otherwise.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SEGUNO DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. SEGUNO DOES NOT WARRANT THAT THE SERVICE, SEGUNO MATERIALS, OR SERVICE ITEMS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE, SEGUNO MATERIALS, OR SERVICE ITEMS OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Limitation of Liability
Neither Seguno nor its suppliers or affiliates, nor their respective directors, employees, officers or representatives will be liable for any damages of any kind arising from the use of or inability to use the Service, Seguno Materials, or Service Items including, but not limited to, any direct, indirect, incidental, special, consequential, exemplary or punitive damages, or any lost profits, lost data, or loss of revenue. Without limiting the foregoing, Seguno’s total liability will at all times be limited to the fees you have paid to Seguno for the Service at issue during the three (3) months prior to the event giving rise to the cause of action. The limitations in this paragraph shall apply to the extent permitted by applicable law.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS SEGUNO, ITS AFFILIATES AND SUPPLIERS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND REPRESENTATIVES, FROM ANY AND ALL DEMANDS, CLAIMS, ACTIONS, DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES, INCLUDING ATTORNEYS’ FEES AND COURT COSTS, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS OR USE OF THE SERVICE, SEGUNO MATERIALS, OR SERVICE ITEMS OR YOUR VIOLATION OF ANY OF THESE TERMS. This paragraph shall survive any expiration or termination of these Terms.
Some links within the Service may lead to websites controlled by third parties. Because Seguno has no control over these websites, Seguno is not responsible for such websites’ content and does not endorse products, services, or information provided by such websites. Seguno shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with, use or reliance on any products or services available on or through any other website. Further, the inclusion of these links does not imply that there is any relationship between Seguno and the linked websites. Reference to other companies does not imply any partnership, joint venture, or other legal connection where Seguno would be responsible for the actions of their respective owners.
Privacy and Your Information
If you have determined that you are a data controller subject to the General Data Protection Regulation (EU) 2016/679 (“GDPR”) or other applicable data privacy law, and you have submitted an email to firstname.lastname@example.org requesting to be covered by Seguno’s Data Processing Addendum, provided upon request (the “DPA”), then the terms of the DPA apply to these Terms and are incorporated herein by reference.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information submitted to Seguno relating to modifying or improving the Service (“Feedback”), whether solicited or unsolicited, are non-confidential. Seguno may use Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You grant to Seguno a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, transferable, sublicensable license to use Feedback, and in the event perpetual license terms are not allowed by law, the term shall be for the longest period as allowed by applicable law.
All disputes arising out of or relating to these Terms, including all intellectual property issues and your rights and obligations, shall be governed by the laws of the United States of America and the State of North Carolina (without regard to any conflicts of laws rules) and shall be subject to exclusive jurisdiction in the state or federal courts of Wake County or Durham County, North Carolina. Each party waives any objection to such venue or jurisdiction.
The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply these Terms and is expressly excluded.
The Service is not available in all languages or in all countries. Seguno makes no representation that the Service, Seguno Materials, or Service Items are appropriate or available for use in any particular location. To the extent you choose to access the Service, you do so at your own risk and are responsible for compliance with any applicable laws, including applicable local laws.
These Terms are personal to you and you may not assign them or your rights or obligations under them to anyone. If any provision of these Terms is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect. Seguno may assign its rights and obligations, or these Terms, in whole or in part.
The failure of Seguno to exercise or enforce any right or provision of these Terms does not constitute a waiver of such right or provision. No waiver of any term of these Terms by Seguno shall be deemed a further or continuing waiver of such term or any other term.
You and Seguno acknowledge and agree that no partnership, agency, joint venture, or employment relationship is formed between you and Seguno by your use of the Service, and neither you nor Seguno have the power or the authority to obligate or bind the other.
Seguno shall not be liable for any failure or delay in the performance of its obligations due to causes beyond its reasonable control, including but not limited to, war, terrorism, sabotage, insurrection, riot or other act of civil disobedience, strikes or other labor shortages, pandemic, epidemic, outages and service issues associated with third parties, act of any government affecting the terms hereof, accident, fire, explosion, flood, hurricane, severe weather or other disaster.
You agree that Seguno may use your entity’s name and logo for marketing purposes, including in a list of clients on its web site. You also agree to consider in good faith upon Seguno’s request a press release or case study with Seguno regarding your use of the Service; the contents of any press release or case study must be mutually agreed by the parties.
These Terms along with any applicable Order constitute the entire understanding between the parties pertaining to their subject matter, and any prior or other contemporaneous written or oral agreements between the parties are expressly superseded.
Any FAQs or similar documents included in or associated with the Service are for informational purposes only and are not deemed to be part of these Terms.
If Seguno provides a translation of the English language version of these Terms, the translation is provided solely for convenience, and the English version shall prevail.
When the term “including” is used in these Terms, it shall be interpreted to mean “including, without limitation,”, so that the items after the term “including” are understood to be illustrative only and not a complete list.