Authorization to Connect Services

Last Updated: July 20, 2022

This Authorization to Connect Services (this “Authorization”) sets out the terms that govern the connection of your third party applications or platforms (“Provider Services”) to the Sift Services (as defined herein). By checking or clicking accept to this agreement (or another click-through mechanism provided) or accessing and using Sift Services, including any software, widgets or technologies that we offer to connect your Provider Services to the Sift Services, you agree to the terms and conditions of this Authorization. If you are accepting this Authorization on behalf of your employer or other entity, then “Customer” or “you” means that entity. Further, if you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind such entity to this Authorization; (ii) you have read and understand this Authorization; and (iii) you agree to this Authorization on behalf of the party that you represent. As used in this Authorization, “we”, “us” or “Sift” means Sift Science, Inc., a Delaware corporation.

  1. Customer and Sift are parties to a services agreement (the “Agreement”), under which Sift provides certain digital trust and safety and dispute management services, as more fully defined in the Agreement (the “Sift Services”) to Customer. Capitalized terms used herein, but not defined, have the meanings ascribed to them in the Agreement.
  2. Customer uses a third-party application or platform (the “Provider”) pursuant to which Provider provides Provider Services to Customer, and Sift offers the functionality to connect the Provider Services to Sift Services, at Customer’s option, to facilitate Customer’s use of the Sift Services.
  3. Customer would like to (i) connect the Provider Services to the Sift Services, (iii) access portions of the Sift Services through the Provider Services, and if applicable, (iii) exchange Customer Data and/or the Analytical Results through the Provider Services.

1. Notwithstanding anything to the contrary in the Agreement or otherwise, Customer hereby:

  1. authorizes Sift to connect the Sift Services to the Provider Services solely for the purpose of facilitating Customer’s use of the Sift Services.
  2. acknowledges that (i) the Provider Services are not (and shall not be deemed part of) the Sift Services, with the understanding that Sift will handle and protect Customer Data received from Provider in accordance with the Agreement, and any service level agreement agreed to by Sift and Customer shall not apply to the performance of the Sift Services integrated with the Provider Services; and (ii) Sift does not warrant or support Provider Services. SIFT DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY PROVIDER SERVICE OR FOR THE ACTS OR OMISSIONS OF ANY PROVIDER.
  3. represents and warrants that (i) Customer has used due skill and care in the appointment and monitoring of Provider, including, conducting appropriate due diligence on Provider’s data security and privacy practices and entering into a written agreement with Provider that complies with all applicable law; and (ii) Customer’s use of Provider Services will not conflict with Customer’s obligations and restrictions set forth in the Agreement. Customer shall remain fully liable to Sift for the performance of Provider’s actions or inactions with respect to the Sift Services.
  4. waives, releases, and forever discharges Sift and all of its officers, directors, employees, shareholders, agents, and affiliates, and all of their respective successors and assigns (the “Sift Parties”), from any and all claims and causes of action which Customer may have arising out of or relating to: (i) Sift’s provision of Customer Data and/or Analytical Results through the Provider Services; (ii) receipt of Customer Data from the Provider Services in accordance with the Authorization; and (iii) Provider’s activities or use of Customer Data or Analytical Results.
  5. defend the Sift Parties, at Customer’s expense, from and against any third-party claims and causes of action made or brought against the Sift Parties alleging that Customer’s products and services or Provider Services infringes or otherwise violates a third party’s intellectual property rights; and Customer shall indemnify and hold the Sift Parties harmless against all against all damages, costs and reasonable attorneys’ fees awarded against the Sift Parties by a court of competent jurisdiction or an arbitrator, or agreed to in a written settlement agreement signed by Customer, in connection with such third-party claims.

2. This Authorization shall be made and construed in accordance with the laws of the jurisdiction in which the Agreement is governed, without regard to conflicts of laws principles.