Terms of Service Connectors

These Terms of Service (the “Terms”), the order form, and any other agreement between the parties relating to the Service constitute the entire agreement (the “Agreement”) between the Customer or You and Smart Segments (“Smart Segments”, “we”, “our” or “us”) regarding your use of our services specified in the Terms (the software and services are collectively referred to as the “Service”). Please read these Terms carefully. You may authorize your employees or other individual authorized users (collectively, “Authorized Users”) to use the Service. You agree that you are fully responsible with respect to any use of the Service by an Authorized User, including any breach by an Authorized User of these Terms.

The Smart Segments Data Processing Addendum (the “DPA”), available at https://smartsegments.ai/data-processing-addendum/, is incorporated into and forms an integral part of these Terms. In the event of any conflict between these Terms and the DPA in relation to the processing of personal data, the DPA prevails.

1. The Service

The Service is a software-as-a-service platform that helps customers consolidate, analyse, and operationalise data from their venue management, point-of-sale, and other operational systems. Features may include, depending on the Customer’s configuration and the components subscribed to:

• data ingestion from third-party source systems such as ROLLER and Revsport;
• a managed data warehouse hosted on Google Cloud, in either a Smart Segments-owned or a Customer-owned cloud project;
• segmentation, analytics, dashboards, reporting, and (where applicable) machine-learning workloads on Customer Data;
• a Model Context Protocol (MCP) endpoint allowing the Customer or its authorised users to query Customer Data via a Customer-selected large language model or AI tool;
• transmission of Customer Data to Customer-configured third-party platforms (for example, marketing, CRM, customer feedback, point-of-sale, accounting, invoicing, or workforce management systems); and
• an optional server-side Conversion Tracking Integration for relaying conversion events to advertising platforms.

The Service is provided electronically through interfaces hosted by Smart Segments and, where applicable, through interfaces or integrations exposed by the Customer’s connected source and destination systems. A non-binding list of supported customer-configurable integrations is published at https://smartsegments.ai/integrations.

2. Eligibility

The Service is not intended for users that are consumers (being an individual acting primarily for purposes other than a trade, business or profession) and the applicability of consumer protection legislation is therefore excluded. You must be 18 years of age or older to enter into this Agreement and use the Service. You represent and warrant that any information you submit is true and accurate and that you are 18 years of age or older and are fully able and competent to enter into, and abide by, these Terms, and that you have the authority to bind the Customer entity listed on the Agreement, if applicable.

3. Account Registration

All Authorized Users must register to use the Service. You agree to, and cause all Authorized Users to: (a) provide accurate, current and complete information as may be prompted by registration forms on the Service (“Registration Data”); (b) maintain the security of, and not share with any third party, any logins, passwords, or other credentials that you or any Authorized User selects or that are provided to you or any Authorized User for use on the Service; (c) maintain and promptly update the Registration Data, and any other information you or any Authorized User provides to us, and to keep all such information accurate, current, and complete; and (d) notify us immediately of any unauthorized use of any Authorized User account or any other breach of security by emailing us at jeroen@smartsegments.ai. Any activity on an Authorized User’s account shall be the sole responsibility of the Customer.

4. Free Trial

We may at our sole discretion offer you free trials for selected features of the Service or a limited time trial period of the entire Service. Once your free trial period ends, your ability to access the Service will terminate. Smart Segments reserves the right to determine if you are eligible for a free trial and to discontinue any free trial without notice at our sole discretion.

5. Fees and payment

Access to selected features of the Service may be provided to you free of charge. We will charge fees for certain features, either on a one-time or a subscription basis (“Paid Services”). Smart Segments reserves the right to implement fees or change the fees for certain services at any time by providing you notice on the Service or otherwise. When you purchase any Paid Services, you authorize Smart Segments or its third-party payment processors to charge the credit card identified by you (which you represent and warrant that you are authorized to use) all applicable fees for your purchase, including all applicable taxes, and you agree that our payment provider can store your credit card information. If Smart Segments does not receive payment from your credit card provider, you agree to pay all amounts due upon demand and Smart Segments may suspend your access to the Service until full payment is received or terminate the Terms. All sales are final and Smart Segments will not issue refunds, including for prepaid monthly fees. If you choose an automatic recurring payment and later decide to end your subscription, cancelling the payment is your responsibility. Smart Segments does not refund automatic payments not cancelled in time.

6. Access; Use Restrictions

Smart Segments hereby grants you the right to access and use the Service, subject to your compliance with these Terms at all times, including timely payment of all applicable fees. Your right to access and use the Service is personal, limited to your internal business purposes, non-transferable, non-exclusive, and revocable.

Your access and use of the Service are based on the Service client, data source, data destination and usage restrictions. Access and use may be restricted to one individual, company, your Smart Segments team or specific data access/usage. There may be additional restrictions, which may change from time to time, and we will use reasonable efforts to provide you with advance notice of impending changes in a timely manner. Specific written agreements for access and usage restrictions will be indicated in the Agreement and they will override these Terms.

Without limiting the generality of the foregoing, you will not, will not attempt to, and will not permit or encourage any third party to:

1. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain improper access to any software component of the Service, in whole or in part;
2. modify or create derivative works of the Service, in whole or in part;
3. use the Service in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party;
4. interfere with or disrupt the integrity of the Service or any content or data contained therein or transmitted thereby;
5. access, monitor, or copy any content or information on the Service using any robot, spider, scraper, or other automated means or any manual process for any purpose without our express written permission;
6. violate the restrictions in any robot exclusion headers on the Service or bypass or circumvent other measures employed to prevent or limit access to the Service;
7. take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;
8. deep-link to any portion of the Service for any purpose without our express written permission;
9. “frame”, “mirror,” sell, resell, rent, or lease any portion of the Service or otherwise incorporate any part of the Service into any other website without our prior written authorization;
10. input any virus, malware, or other harmful code into the Service;
11. use the Service or any Smart Segments Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services or to develop, commercialize, license, or sell any product, service, or technology that could, directly or indirectly, compete with the Service; or
12. violate any applicable local, provincial, national, or international law or regulation.

We may at any time suspend or terminate your or any Authorized User’s access to the Service if we have reason to believe that you are not complying with the Terms or you are otherwise abusing the Service.

7. Third-party services, data and content

7.1 The Service allows you to gather data from multiple third-party data sources and services, including various third-party websites (jointly “Third-Party Services”). The Third-Party Services from which the data can be gathered are selected by Smart Segments at its sole discretion and Smart Segments may, during the Term, change the Third-Party Services that are compatible with the Service. In addition, Smart Segments may discontinue the compatible Third-Party Services if the applicable service providers of the Third-Party Services discontinue the relevant services or discontinue making such services available to Smart Segments. A non-binding list of currently supported third-party integrations is published at https://smartsegments.ai/integrations.

7.2 Smart Segments assumes no liability whatsoever for the data or other content collected from Third-Party Services such as Xero or ROLLER. You are solely responsible for ascertaining that you have the right to use the Service for gathering and processing any such data by using the Service, and you must obtain any such consents and authorizations as may be needed from time to time in relation to such data or other content and their processing by using the Service. We do not assume any liability for such Third-Party Services or software, and you are exclusively responsible for obtaining any necessary licenses or consents needed for their use. You must familiarize yourself with the applicable terms and conditions, including any restrictions on use, in relation to any such Third-Party Services and you agree to comply with the third-party terms and conditions applicable to the Third-Party Services in addition to the terms of the Agreement.

7.3 Furthermore, the Service may contain links to web pages and content of third parties as a service to those interested in this information. We do not monitor, endorse, or adopt, or have any control over any third-party web pages or content. We undertake no responsibility to update or review any such web pages or third-party content and can make no guarantee as to its accuracy or completeness. Additionally, if you follow a link or otherwise navigate away from the Service, please be aware that these Terms will no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any web page, third-party content or service provider to which you navigate from the Service. You access and use third-party content at your own risk.

8. Modifications to the Service

You acknowledge that Smart Segments may make modifications to the Service during the Term without prior notice to you; however, Smart Segments will use reasonable efforts to notify you of any material changes to the Service in advance. In the event of material changes to the Service, Smart Segments may provide further instructions to you with respect to any actions required by you in order to continue access and use of the Service, if necessary.

9. Subcontractors

Smart Segments may engage subcontractors to perform the Service under the Agreement, provided that Smart Segments remains fully liable for any actions of such subcontractors. The list of subprocessors that process Customer personal data on Smart Segments’ behalf is published at https://smartsegments.ai/subprocessors and is governed by Section 5 of the DPA.

10. Term and Termination

10.1 Your account and subscription of the Service remains in effect unless you terminate it or unless Smart Segments terminates your account as provided by these Terms. Your account and subscription of the Service may, depending on your choice, be automatically renewable or valid for a fixed period. If your subscription is automatically renewable, your subscription to the Service will remain in effect and will be renewed automatically at the end of each subscription period for a further period of the same duration on the same terms (subject to any change of Terms or pricing notified in accordance with Section 21). Either party may give written notice of non-renewal at least thirty (30) days before the end of the then-current subscription term, in which case the subscription will terminate at the end of that term.

If your subscription is made for a fixed period and/or not automatically renewable, your subscription will automatically terminate at the end of the agreed subscription period.

Upon the termination or expiration of the Agreement, you must immediately stop using the Service.

10.2 Smart Segments may terminate this Agreement or terminate or suspend any Authorized User’s access or use of the Service in the following circumstances:

(a) If Customer’s or any Authorized User’s continued use of the Service may, in Smart Segments’ discretion, result in material harm to Smart Segments, its subcontractors, affiliates, or another customer of the Service, Smart Segments may reasonably block or restrict Customer’s access to the Service;

(b) if Customer or any Authorized User has (i) submitted information to the Service in violation of applicable law or (ii) otherwise used the Service in breach of these Terms, including the restrictions set forth in Section 6 above;

(c) any fees due by Customer remain unpaid fifteen (15) days after the applicable due date as set forth in the Agreement; or

(d) if Customer commits a material breach of its obligations under the Agreement and does not remedy such breach within thirty (30) days of receiving notice of breach from Smart Segments.

10.3 Either party may terminate the Agreement upon written notice to the other party if the other party enters into bankruptcy, becomes insolvent or makes an assignment for the benefit of creditors.

10.4 On termination or expiration of the Agreement, the return or deletion of Customer personal data shall be governed by Section 10 of the DPA.

11. Feedback

Any feedback, comments, suggestions, ideas, or other information provided by you in the form of email or other submissions to us (collectively “Feedback”), are non-confidential and you hereby grant to us and our subcontractors and affiliates a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use your Feedback for any purpose without compensation or attribution to you.

12. Trademarks

12.1 The “Smart Segments” name, the Smart Segments logos, and any other product or service name or slogan contained on the Service are trademarks or registered trademarks of Smart Segments and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of the applicable trademark owner. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Service are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise, does not constitute or imply endorsement, sponsorship, or recommendation thereof by us, or vice versa.

12.2 Smart Segments may use your company name(s) and logo(s) for marketing purposes, including on the Smart Segments website and in press releases, promotional and sales literature, customer/prospect presentations, and customer lists.

13. Ownership and intellectual property rights

13.1 As between you and Smart Segments, Smart Segments owns all right, title, and interest, including all intellectual property rights, in and to the Service, and any services available in connection with the Service. Except for those rights expressly granted in these Terms, no other rights are granted, either express or implied, to you and all other rights are hereby reserved.

14. Confidential information

If we share non-public information about the Service with you, you must keep it confidential and use reasonable security measures to prevent unauthorized disclosure of or access to that information.

15. Data Protection

15.1 Privacy Policy. When you sign up for the Service or otherwise provide personal information to us in your capacity as our customer or a prospective customer, Smart Segments processes that personal data as a data controller. Our processing of such information is described in our Privacy Policy, available at https://smartsegments.ai/privacy-policy/.

15.2 Data Processing Addendum. Where Smart Segments processes personal data on behalf of the Customer in connection with the Services, such processing is governed by the Smart Segments Data Processing Addendum (the “DPA”), available at https://smartsegments.ai/data-processing-addendum/. The DPA is incorporated into, and forms an integral part of, this Agreement. By accepting these Terms — whether by click-through acceptance, by signing up for the Service, or by continued use of the Service — the Customer also accepts the DPA. In the event of any conflict between these Terms and the DPA in relation to the processing of personal data, the DPA prevails.

15.3 Subprocessors and integrations. The list of subprocessors that Smart Segments engages to process Customer personal data is published at https://smartsegments.ai/subprocessors. The list of supported customer-configurable third-party integrations is published at https://smartsegments.ai/integrations.

15.4 International transfers. Where personal data processed under the DPA is transferred outside the European Economic Area, the United Kingdom, or Switzerland, such transfers are governed by the transfer mechanisms set out in Section 6 of the DPA, including the EU Standard Contractual Clauses (Module Two: controller to processor) adopted by the European Commission Implementing Decision (EU) 2021/914 of 4 June 2021, the UK International Data Transfer Addendum where applicable, and the additional safeguards described in Annex II of the DPA.

16. Customer Data

16.1 Ownership. Customer, its subsidiaries, affiliates and customers retain all rights pertaining to all data, personal data or other information that Customer, or another party on Customer’s behalf, provides to Smart Segments for the purpose of providing the Service (“Customer Data”).

16.2 Aggregated and anonymised data. Where permitted by applicable Data Protection Laws and subject to the safeguards set out in Section 14 of the DPA, Smart Segments may create and use aggregated and/or anonymised statistical data derived from Customer Data to: (i) operate, secure, and improve the Service; (ii) detect security incidents and protect against fraudulent or illegal activity; and (iii) produce benchmarking statistics, provided that any such benchmarking is derived from a cohort of at least ten (10) distinct Customer venues and does not, alone or in combination with other reasonably available information, identify any individual Customer, venue, or Data Subject. Smart Segments shall not share Customer Data, in identifiable form, with any third party for the purposes of training third-party artificial intelligence or machine learning models.

17. Disclaimer of Warranties

YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, YOUR USE OF ANY CONTENT ACCESSIBLE THROUGH THE SERVICE AND YOUR INTERACTIONS AND DEALINGS WITH ANY SERVICE USERS, IS AT YOUR SOLE RISK. SMART SEGMENTS DOES NOT WARRANT UNINTERRUPTED USE OR OPERATION OF THE SERVICE OR YOUR ACCESS TO ANY CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE WILL CREATE ANY WARRANTY REGARDING SMART SEGMENTS THAT IS NOT EXPRESSLY STATED IN THESE TERMS.

EXCEPT FOR ANY EXPRESS WARRANTIES INCLUDED HEREIN, WE DISCLAIM ALL WARRANTIES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE AND WE DO NOT WARRANT THE ACCURACY OF ANY DATA PROVIDED IN CONNECTION WITH THE SERVICE, OR THAT THE SERVICE IS FREE OF BUGS OR ERRORS.

18. Indemnification

18.1 Smart Segments will defend, indemnify and hold harmless Customer from and against any costs, damages, expenses, and liabilities (including, but not limited to, reasonable attorneys’ fees) arising out of or in relation to third-party claims or actions arising out of or relating to infringement of a third party’s intellectual property rights due to Customer’s use of the Service, except to the extent such claims or actions arise out of or are related to (i) any modification or combination of the Service by Customer with any service not provided by Smart Segments; (ii) any third-party programs, information, or data (including any Third-Party Services); (iii) any access or use of the Service by Customer in violation of these Terms, including the restrictions set forth in Section 6; or (iv) any data, information, or content provided by Customer.

Smart Segments’ indemnification obligation in this Section only applies under the condition that Customer has notified Smart Segments in writing of a claim or action within a reasonable time.

In case such third-party claim is made or is likely to be made, Smart Segments is responsible, at its own cost, for obtaining any necessary rights for Customer to continue to use the Service under the terms of the Agreement or replacing or modifying the infringing part of the Service to be non-infringing without decreasing functionality. If Smart Segments is unable to replace or modify the infringing part, then Smart Segments may terminate this Agreement upon written notice to Customer, in which case Customer shall be entitled, as its sole remedy, to a pro-rata refund in the amount of the unused portion of any prepaid fees for the terminated Service calculated as of the effective date of termination. Smart Segments’ liability, and your sole remedy, for infringement of intellectual property rights in the Service shall be limited to this Section 18.1.

18.2 Customer will defend, indemnify and hold harmless Smart Segments from and against any costs, damages, expenses, and liabilities (including, but not limited to, reasonable attorneys’ fees) arising out of or in relation to third-party claims or actions arising out of or relating to:

(a) any breach by Customer or any Authorized User of the restrictions set forth in Section 6 above;

(b) any violation of applicable law by Customer;

(c) any data, information, or content inputted into the Service or otherwise provided by Customer, including any actual or alleged infringement of third-party intellectual property rights or rights to privacy arising out of any such data, information, or content, including Customer Data;

(d) any of Customer’s products or services;

(e) any material breach by Customer of this Agreement; or

(f) any gross negligence, willful misconduct, or fraud by Customer.

19. Limitation of Liability

19.1 Neither party nor its suppliers or licensors will be liable for any indirect, incidental, special, consequential, or exemplary damages, including, without limitation, damages for loss of profits, goodwill, use, data, or other intangible losses (even if such party or any supplier or licensor has been advised of the possibility of these damages), arising out of this Agreement.

19.2 Subject to Section 19.3 below, Smart Segments’ maximum total liability towards the Customer and its Authorized Users for all claims under these Terms or otherwise in relation to the Service, whether in contract, tort, or otherwise, is limited to the greater of (a) EUR 10,000 and (b) the total fees paid or payable by the Customer to Smart Segments under the Agreement during the twelve (12) months preceding the event giving rise to the claim.

19.3 The limitations of liability under this Section 19 shall not apply with respect to: (i) breach of Section 14 (Confidential Information); (ii) Smart Segments’ indemnification obligations under Section 18.1; (iii) liability arising under or in connection with the Data Processing Addendum, to the extent that applicable Data Protection Laws (including Article 82 of the GDPR) preclude limitation of such liability; or (iv) any gross negligence, willful misconduct, or fraud.

20. Governing law and dispute resolution

This Agreement will be governed by the laws of New South Wales, Australia, without reference to its conflicts of law principles. Any dispute, controversy or claim arising out of or relating to this Agreement will be made exclusively in courts located in New South Wales, Australia and both parties submit to the jurisdiction and venue of such courts. The choice of law and forum for the EU Standard Contractual Clauses incorporated by reference in the DPA is set out in Section 6.2 of the DPA.

21. Other terms

21.1 Force Majeure. Neither party will be responsible for any failure or delay in the performance of its obligations under this Agreement (except for any payment obligations) due to causes beyond its reasonable control (a “Force Majeure Event”), which may include, without limitation, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of service or other malicious attacks, telecommunications failure or degradation, pandemics, epidemics, public health emergencies, governmental orders and acts (including government-imposed travel restrictions and quarantines), material changes in law, war, terrorism, riot, or acts of God.

21.2 Waiver and severability. Our failure to act in a particular circumstance does not waive our ability to act with respect to that circumstance or similar circumstances. Any provision of these Terms that is found to be invalid, unlawful, or unenforceable will be severed from these Terms, and the remaining provisions of these Terms will continue in full force and effect. The section headings and titles in these Terms are for convenience only and have no legal or contractual effect.

21.3 Assignment. Neither party may assign or transfer this Agreement, in whole or in part, without the other party’s prior written consent (such consent not to be unreasonably withheld), except that either party may assign this Agreement, on written notice to the other party, to an affiliate or to a successor entity in connection with a merger, acquisition, reorganisation, or sale of substantially all of the assigning party’s assets or equity. Any purported assignment in violation of this Section is void.

21.4 Changes to these Terms. Smart Segments may change the content of these Terms from time to time and will publish the current version at https://smartsegments.ai/terms-of-service-connectors/. Where such change materially affects the Customer’s rights or obligations, Smart Segments will provide at least thirty (30) days’ prior notice to the Customer’s account administrator by email. If the Customer objects in writing within that notice period, the existing Terms will continue to govern the parties until the end of the Customer’s then-current subscription term, at which point the updated Terms will apply on renewal. Continued use of the Service after the effective date of any updated Terms constitutes acceptance of those Terms.

21.5 Notices. Notices under this Agreement must be given in writing and sent: (a) to Smart Segments by email to jeroen@smartsegments.ai; or (b) to the Customer at the email address(es) set out in the Customer’s account details or otherwise nominated by the Customer for this purpose. A notice is deemed received on the next business day after sending if sent by email during business hours, and otherwise on the following business day.

21.6 Electronic communications. By using the Service, you consent to receiving electronic communications from us. These communications may include notices about your account and information concerning or related to the Service.

21.7 Entire agreement. These Terms (together with the DPA, any order form, and any other written agreement between the parties relating to the Service) constitute the entire agreement between the parties relating to the Service and supersede any prior or contemporaneous agreements, communications, or proposals relating to the same subject matter.