Localytics Terms of Service

"Localytics", "we", "us", or "our" means Localytics, Inc. and its affiliates.

"Services" means Localytics' analytics, messaging, and experimentation platform, together with any related implementation, strategic, managed, or professional services provided by Localytics, including lifecycle strategy, campaign execution, and performance analysis.

"Customer" means the entity entering into an agreement with Localytics.

"Users" means individuals authorized by Customer to access the Services.

"Customer Data" means any data, content, or information submitted to or processed by the Services on behalf of Customer.

"Order Form" means a mutually agreed document describing Services, pricing, and usage limits.

2.1 Provision of Services

Localytics will provide access to the Services during the applicable subscription term in accordance with these Terms and any Order Form.

2.2 Account Responsibility

Customer is responsible for:

• Maintaining the confidentiality of account credentials
• All activity conducted by its Users
• Ensuring Users comply with these Terms

Customer may not share accounts across unauthorized individuals.

2.3 Acceptable Use

Customer agrees not to:

• Use the Services for unlawful, deceptive, or harmful purposes
• Interfere with the integrity, security, or performance of the Services
• Reverse engineer, copy, or attempt to replicate the Services
• Use the Services to build a competing product

2.4 Messaging Compliance

Customer is responsible for the content, timing, and targeting of messages sent using the Services. Localytics provides tools to support compliance but does not independently verify Customer messaging practices.

3.1 Ownership

Customer retains all rights, title, and interest in and to Customer Data.

3.2 License to Localytics

Customer grants Localytics rights to process data to provide Services.

3.3 Data Responsibility

Customer is responsible for:

• Data accuracy and legality
• Consent and compliance
• Data configuration (tracking, taxonomy, segmentation)

Localytics is not responsible for outcomes resulting from poor data quality.

3.4 Data Processing and Privacy

To the extent Localytics processes personal data on behalf of Customer:

• The parties agree to the Data Processing Addendum (DPA)
• Customer acts as controller, Localytics as processor (where applicable)
• Data transfers will comply with applicable laws, including use of Standard Contractual Clauses where required

3.5 Subprocessors

Localytics may use subprocessors.

4.1 Scope

Localytics may provide Professional Services, including:

• Lifecycle strategy and roadmap development
• Campaign planning, configuration, and execution
• Audience segmentation and experimentation
• Reporting, analytics, and performance optimization
• Technical implementation and integration support

Professional Services may be described in an Order Form or Statement of Work.

4.2 Collaboration Requirements

Customer acknowledges that effective use of the Services requires collaboration between Customer and Localytics. Customer agrees to:

• Provide timely access to personnel, data, and systems
• Participate in strategy, implementation, and review processes
• Respond to requests necessary to deliver Services

Delays in Customer cooperation may impact timelines and results.

4.3 No Guarantee of Outcomes

Localytics may provide recommendations, strategies, and execution support; however, Localytics does not guarantee specific performance outcomes, including increases in engagement, retention, or revenue. Results depend on Customer's implementation, data quality, and use of the Services.

Customer agrees to pay all fees specified in the applicable Order Form. Unless otherwise stated:

• Fees are non-refundable
• Subscription fees are based on committed usage levels
• Fees are invoiced in advance

Late payments may result in suspension of Services.

6.1 Term

These Terms apply for the duration of the subscription term defined in the Order Form.

6.2 Termination for Cause

Either party may terminate for material breach if such breach is not cured within thirty (30) days of written notice.

6.3 Termination for Convenience

Unless otherwise specified in an Order Form, Services are non-cancellable during the subscription term.

6.4 Effect of Termination

Upon termination:

• Customer access ends
• Customer may request export of Customer Data within 30 days
• Localytics will delete Customer Data within a reasonable period, except where required by law

6.5 Survival

Sections related to IP, confidentiality, liability, and indemnity survive termination.

6.6 Suspension

Unless otherwise specified in an Order Form, Services are non-cancellable during the subscription term.

7.1 Localytics IP

Localytics retains all rights, title, and interest in and to:

• The Services and platform technology
• Analytics models, algorithms, and methodologies
• Documentation and improvements

7.2 Feedback

Any feedback provided by Customer may be used by Localytics without restriction or obligation.

Each party agrees to:

• Protect the other party's confidential information
• Use it only for purposes of providing or using the Services
• Apply reasonable safeguards to prevent unauthorized disclosure

9.1 Security Program

Localytics maintains a security program aligned with industry standards, including administrative, technical, and physical safeguards designed to protect Customer Data. These include:

• Encryption in transit and at rest
• Access controls and authentication systems
• Monitoring and logging
• Incident response procedures

9.2 Incident Notification

Localytics will notify Customer of confirmed data breaches in accordance with applicable law and contractual obligations.

10.1 Mutual Warranties

Each party represents it has the authority to enter into these Terms.

10.2 Service Warranty

Localytics warrants that the Services will be provided in a professional and workmanlike manner.

10.3 Disclaimer

Except as expressly stated:

• The Services are provided "as is"
• Localytics does not guarantee uninterrupted or error-free operation

11.1 By Localytics

Localytics will defend Customer against IP claims.

11.2 By Customer

Customer will defend Localytics against claims arising from:

• Customer Data
• Customer's use of the Services in violation of these Terms

11.3 Indemnity Procedures

Indemnification obligations apply only if:

• The indemnified party promptly notifies the other
• The indemnifying party controls defense and settlement
• The indemnified party provides reasonable cooperation

No settlement may impose liability without consent.

To the maximum extent permitted by law:

• Neither party is liable for indirect, incidental, or consequential damages
• Each party's total liability is limited to the fees paid in the twelve (12) months preceding the claim

The Services may integrate with third-party providers. Localytics is not responsible for third-party services, and their use is subject to third-party terms.

Unless otherwise stated in an Order Form or SLA:

• Services are provided without a guaranteed uptime commitment
• Localytics may perform maintenance that impacts availability

Customer agrees to comply with all applicable export laws and sanctions regulations. Customer may not use the Services in restricted jurisdictions or for prohibited purposes.

Localytics may update these Terms from time to time. Continued use of the Services constitutes acceptance of updated Terms.

These Terms are governed by the laws of the State of Texas. Any disputes shall be resolved in the courts located in Austin, Texas.

• Force Majeure
• Independent Contractors
• Assignment

These Terms, together with any Order Form and referenced addenda (including the DPA), constitute the entire agreement between the parties regarding the Services and supersede all prior agreements.