See Sift in Action

Partner Program Terms and Conditions

Preamble: These Terms and Conditions(“Terms”) form part of the Agreement governing Partner’s participation in the Sift Partner Program. Sift and Partner agree as follows:

  1. Certain Definitions: The following terms have the following definitions ascribed to them. In the event of a conflict between a defined term in this Terms and a defined term in an applicable Schedule, the defined term in the Schedule shall govern.
    • “Applicable Laws” means all laws, rules, and regulations applicable to the Services, including but not limited to, those relating to privacy, data protection, and data security.
    • “Customer” means a customer that has executed an agreement with Partner or Sift, as the case may be, for applicable Services.
    • “Effective Date” means the date on which Partner accepts the Agreement.
    • “Services” means Sift Services or Partner Services, as the case may be.
    • “Sift Services” means the digital trust and safety services that enable Customers to detect and prevent fraudulent, abusive, and illegal activity in real time and address their legal and regulatory reporting obligations and risk management procedures, and if applicable, the management of disputes related to chargebacks.
    • “Partner Services” means the commercially-available services, marketplace or platform provided by Partner to Customers.
  2. Mutual Representations and Warranties. Each party warrants and represents that: (a) it has the full power and authority to enter into this Agreement; (b) the execution of this Agreement and performance of its obligations under this Agreement do not and will not violate any other agreement to which it is a party; (c) this Agreement constitutes a legal, valid and binding obligation when executed and delivered; and (d) it shall comply with all Applicable Laws with respect to its obligations under this Agreement.
  3. Confidentiality.
    • 3.1 Definitions. “Confidential Information” means information provided to the Recipient (“Recipient”) that is designated by the Discloser (“Discloser”) as “confidential” or “proprietary” or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of the disclosure. “Confidential Information” does not include information that: (a) is or becomes generally known to the public through no fault of the Recipient; (b) is in the Recipient’s possession prior to receipt from the Discloser; (c) is acquired by the Recipient from a third party without breach of a confidentiality obligation; or (d) is independently developed by Recipient without reference to the Discloser’s Confidential Information.
    • 3.2 Confidentiality Obligations. Recipient will use and disclose Confidential Information solely as contemplated by this Agreement. In addition to any express permissions provided in this Agreement, Recipient will disclose Confidential Information only on a need to know basis only to its employees, agents, vendors and contractors who are bound by obligations of confidentiality at least as strict as those contained in this Section. Recipient will use reasonable care to protect Discloser’s Confidential Information and to prevent unauthorized disclosure of Confidential Information. Confidential Information is and will remain the exclusive property of the Discloser. Subject to the terms and conditions of this Agreement, Recipient will, upon written request and at termination of the Agreement, destroy all copies of the Discloser’s Confidential Information that are in its possession or control.
    • 3.3 Mandated Disclosures. The Recipient may disclose Confidential Information of the Discloser if it is compelled by law to do so; provided, the Recipient gives the Discloser prior written notice of such compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Discloser’s cost, if the Discloser wishes to contest the access or disclosure. If the Recipient is compelled by law to access or disclose the Discloser’s Confidential Information as part of a civil proceeding to which the Discloser is a party, and the Discloser is not contesting the access or disclosure, the Discloser will reimburse the Recipient for its reasonable cost of compiling and providing secure access to such Confidential Information
    • 3.4 If personal data for employees of either Sift or Partner or Customers is disclosed to either party, each party agrees to comply with the Applicable Laws when collecting, storing, transferring, sharing, and/or otherwise processing such personal data.
  4. Relationship.
    • 4.1 No Misleading Statements. Neither party will engage in any deceptive, misleading or unethical practices that are or may be detrimental to the other party or its Services; or (b) make any false or misleading statements or representations with regard to the other party or its Services, including (without limitation) misguiding a potential Customer about the capabilities of the other party’s Services.
    • 4.2 Non-Exclusivity. Each party acknowledges and agrees that this Agreement does not create an exclusive agreement between the parties. Each party shall have the right to recommend similar products and services of third parties and to work with other parties in connection with their respective Services.
    • 4.3 Independent Contractors. The relationship established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to (a) give either party the power to direct or control the day-to-day activities of the other; (b) deem the parties to be acting as partners, joint ventures, co-owners or otherwise as participants in a joint undertaking; or (c) allow either party to create or assume any obligation on behalf of the other party for any purpose.
  5. Sandbox Instance.
    • 5.1 From time to time, Sift may provide certain Partner with access to a sandbox instance of the Sift Services (a “Sandbox Instance”) at its discretion. If (and for the duration that) Sift elects to provide Partner with access to such Sandbox Instance, Sift hereby grants Partner a limited, non-exclusive, non-transferable, revocable license, without right to sub-license, to internally use such Sandbox Instance subject to and in conformity with the Agreement. Subject to compliance with the Agreement, and except as provided in Section 5.4 below, Sift authorizes Partner to access and use the Sandbox Instance solely for Partner’s own internal use to evaluate the Sift Services, internally test and develop configurations or related services, or train Partner’s own employees to use Sift Services Sift may update, upgrade, add or remove functionality, and otherwise modify the Sandbox Instance in its sole discretion without notice to Partner. Access to Sift technical support resources is not provided with a Sandbox Instance.
    • 5.2 THE SANDBOX INSTANCE IS PROVIDED TO PARTNER “AS-IS” WITHOUT WARRANTY OF ANY KIND. Sift shall have no obligation or liability for or with respect to any Sandbox Instance, including without limitation: warranty, support, reliability, backup, performance or service level, refund, service credits, loss of use or loss of data.
    • 5.3 Partner shall use commercially reasonable efforts to prevent unauthorized access to the Sandbox Instance and prevent the introduction of any Malware into the Sift Services, the Sandbox Instances or any of Sift’s networks or devices. “Malware” means programming (code, scripts, active content, and other software) that is designed to disrupt or deny operation, gather information that leads to loss of privacy or exploitation, or gain unauthorized access to system resources, or that otherwise exhibits abusive behavior. Malware includes, but is not limited to, computer viruses, worms, trojan horses, spyware, dishonest adware, scareware, crimeware, most rootkits, or other malicious or unwanted software or programs. Partner shall not circumvent or disable any security or other technological features or measures of the Sandbox Instance or the Sift Services.
    • 5.4 Without limiting any other provision of the Agreement, in certain limited cases, Partner may use and display a Sandbox Instance for demonstration purposes (including simple demonstrations, and proofs of value), all subject to this Agreement; provided, that Partner uses a resource who has been certified and approved in writing by Sift to perform either the work or demonstrations with respect to that specific content.
  6. Marketing; Intellectual Property.
    • 6.1 Marketing Obligation and Materials; Publicity. Upon execution of this Agreement and throughout its Term, the parties may participate in mutually-agreed marketing activities as it relates to the applicable partnership. From time to time, Sift or Partner may provide the other party with its standard marketing, sales and technical literature that it customarily uses to promote its Services or other co-branded materials that may be accessed via the Partner Portal (“Marketing Materials”). Each party will use the other party’s Marketing Materials solely for the purposes (and subject to the terms) of this Agreement. The other party may not copy, modify, alter, adapt or create derivative works based on such Marketing Materials unless agreed to in writing (email being sufficient) by the other party. Subject to the terms and conditions of the Schedules, at no time may either party hold itself out as an affiliate of the other party and neither party may issue any press releases, public announcements or advertisements about this Agreement or relationship without the other party’s written consent.
    • 6.2 Intellectual Property Rights. Each party owns and will continue to own all right, title, interest, and other intellectual property rights to its intellectual property. Nothing in the Agreement is intended to or does confer any license or right to one party for the intellectual property of the other, other than as explicitly provided herein. As between Partner and Sift, Sift retains all right, title and interest in and to the Sift Services (and any and all enhancements, improvements and modifications thereto) and any material, documentation, or user guides, as updated from time to time and provided by Sift to Partner, and Partner retains all right, title and interest in and to the Partner Services (and any and all enhancements, improvements and modifications thereto).
    • 6.3 Sift Trademarks. Sift hereby grants to Partner a non-exclusive, non-sublicensable, limited license to use Sift’s name and corporate logo (“Sift Trademarks”) during the Term solely in connection with Partner’s promotion of the Sift Services and to identify Partner as a partner of Sift on Partner’s website and other marketing and promotional materials.
    • 6.4 Partner Trademarks. Partner hereby grants to Sift a non-exclusive, non-sublicensable, limited license to use Partner’s name and corporate logo (“Partner Trademarks,” and collectively with Sift Trademarks, “Trademarks”) during the Term solely in connection with Sift’s promotion of Partner Services and to identify Partner as a partner of Sift on Sift’s website, and other marketing and promotional materials.
    • 6.5 Trademark Usage Terms. Use of the Trademarks of each party (“Mark Owner”) by the other party (“Mark User”) as described in this Section will be subject to any usage guidelines and notice requirements provided by Mark Owner from time to time, including Mark Owner’s right to change the appearance or style of its Trademarks in its sole discretion. Mark User will provide to Mark Owner samples of Mark User’s use of Mark Owner’s Trademarks from time to time as requested by Mark Owner. If Mark User’s use of any of Mark Owner’s Trademarks is deficient in quality, then upon notice thereof, Mark User will make commercially reasonable efforts to correct such deficiencies promptly. Mark Owner reserves the right to require Mark User to discontinue use of any of Mark Owner’s Trademarks at any time. All use of Mark Owner’s Trademarks (including any goodwill generated by such use) will inure to the benefit of Mark Owner and, except for the limited license granted in this Section, Mark User will not have or obtain any right, title or interest in or to any of Mark Owner’s Trademarks.
  7. Indemnification; Limitation of Liability; Disclaimer.
    • 7.1 Mutual Indemnification. Each party (the “Indemnifying Party”) will defend the other party, its officers, directors and employees (the “Indemnified Party”) against any third party claim, demand, suit, investigation or proceeding (each, a “Claim”) made or brought against such party: (a) alleging that the use of the Indemnifying Party’s Services as permitted under the Agreement infringes or misappropriates the U.S. intellectual property right of a third party; (b) if the Indemnifying Party ails to fully comply with all applicable workers’ compensation, occupational disease and health and safety laws, or (c) arising out of the Indemnifying Party’s gross negligence or willful misconduct, and shall indemnify the Indemnified Party for any damages, attorneys fees and costs finally awarded against the Indemnified Party as a result of, or for any amounts paid by the Indemnified Party under a court-approved settlement of, a Claim. If the use of the Indemnifying Party’s Services by Indemnified Party has become, or in the Indemnifying Party’s opinion is likely to become, the subject of any Claim under subsection (a) herein, the Indemnifying Party may at its option and expense: (i) procure the right to continue using the Services as set forth herein; (ii) modify the Services to make it non-infringing; or (iii) if the foregoing options are not reasonably practicable, terminate this Agreement.
    • 7.2 Limitations. The Indemnifying Party will have no liability or obligation with respect to any Claim under Section 7.1(a) if such Claim is caused in whole or in part by: (i) use of the Services by the Indemnified Party that is not in accordance with this Agreement; or (ii) the combination, operation or use of the Services with other applications, portions of applications, products or services where the Services would not by itself be infringing; or (iii) a modification by the Indemnified Party of the Services. Section 7.1 and Section 7.2 state the Indemnifying Party’s entire and exclusive obligation, and the Indemnified Party’s exclusive remedy, for any Claim related to infringement under Section 7.1(a).
    • 7.3 Obligations. The Indemnified Party will provide the Indemnifying Party with prompt written notice of any claim, suit or demand, the right to assume the exclusive defense and control of any matter that is subject to indemnification, and cooperation with any reasonable requests assisting the indemnifying party’s defense and settlement of such matter
    • 7.4 Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER SIMILAR DAMAGES OR LOSSES, EVEN IF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.EXCEPT AS OTHERWISE PROVIDED IN THIS PARAGRAPH OR AN APPLICABLE SCHEDULE, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY DAMAGES, COSTS, OR LIABILITIES IN AGGREGATE IN EXCESS OF ONE HUNDRED THOUSAND DOLLARS ($100,000). THE FOREGOING LIMITATION WILL NOT APPLY TO (A) A PARTY’S INDEMNIFICATION OBLIGATIONS (EXCEPT AS EXPLICITLY PROVIDED IN A SCHEDULE), (B) A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, OR (C) PARTNER’S PAYMENT OBLIGATIONS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
    • 7.5 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, A PARTY’S SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ANY PROMISES CONTAINED IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. NEITHER PARTY REPRESENTS THAT THEIR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR MEET THE OTHER PARTY’S OR CUSTOMER’S REQUIREMENTS OR THAT THE OUTPUT (I.E. IN THE CASE OF SIFT, THE ANALYTICAL RESULTS AS DEFINED IN THE APPROPRIATE SCHEDULE) WILL BE ACCURATE OR COMPLETE. EACH PARTY ACKNOWLEDGES THAT, AS SAAS-BASED SERVICES, THE FUNCTIONALITY AND INTERFACES OF THE APPLICABLE SERVICES MAY CHANGE OVER TIME
  8. Term and Termination of the Agreement.
    • 8.1 Term. This Agreement shall commence on the Effective Date and shall continue for a period of one (1) year (the “Initial Term”), after which it shall automatically renew for successive periods for additional one (1) year periods (each, a “Renewal Term” and with the Initial Term, the “Term”).
    • 8.2 Termination for Convenience. Either party may terminate this Agreement at any time for any reason on at least ninety (90) days prior written notice (email being sufficient) to the other party.
    • 8.3 Termination for Cause; Insolvency. Either party may terminate this Agreement immediately on giving notice in writing to the other party if the other party commits any material breach of any term of this Agreement and has not cured such breach within thirty (30) days of its receipt of written notice of the breach. In addition, either party may terminate this Agreement immediately on giving notice in writing to the other party if the other party files for bankruptcy; becomes or is declared insolvent, or is the subject of any proceedings related to its liquidation, insolvency or the appointment of a receiver or similar officer for it; makes an assignment for the benefit of all or substantially all of its creditors; or enters into an agreement for the cancellation, extension, or readjustment of substantially all of its obligations.
    • 8.4 Effect of Termination. Unless otherwise agreed to by the parties, termination of this Agreement shall not affect outstanding Order Forms for the benefit of Customers, and this Agreement shall survive with respect to such Order Forms until their expiration or earlier termination. Within thirty (30) days of the termination date, each party shall (i) delete all Confidential Information and Marketing Materials of the other party within its possession, (ii) remove the other party’s Trademarks from its website and materials, (iii) all rights and licenses to the Sandbox Instance shall cease, and (iv) and Partner shall pay to Sift, in full within thirty (30) days of such termination or expiration, all amounts owed to Sift hereunder through such termination date.
    • 8.5 Survival. The provisions of this Section and the following Sections will survive any termination of this Agreement: Section 3 (Confidentiality), Section 7 (Indemnification; Limitation of Liability; Disclaimer) and Section 9 (General Provisions).
  9. General Provisions.
    • 9.1 Export Control Laws. Each party shall comply with United States and foreign export control laws or regulations applicable to its performance under this Agreement. Without limiting the foregoing, both parties represent and warrant that (a) it is not listed on any United States government list or is a prohibited or restricted party; (b) it is not subject to any United Nation, United States, European Union, or any other applicable economic sanctions or trade restrictions; and (c) it does not have operations in a country subject to comprehensive United States trade sanctions.
    • 9.2 Notices. Business-related notices may be delivered by email. All legal notices under this Agreement will be in writing addressed to the parties at the address set forth in the preamble hereto and will be deemed to have been duly given (a) when received, if personally delivered; (b) the first business day after sending by email; (c) the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and (d) upon receipt, if sent by certified or registered mail, return receipt requested.
    • 9.3 Governing Law; Venue. The Agreement will be governed and construed in accordance with the following governing law (“Governing Law”) depending on the location of the Partner’s address included in the Partner Portal upon application (unless otherwise agreed to in writing by Sift), without regard to its choice of law rules, and without regard to the Uniform Computer Information Transactions Act or the United Nations Convention on Contracts for the International Sale of Goods, and the exclusive jurisdiction for any action relating to the Agreement shall be in the appropriate courts of the venue (“Venue”) set forth opposite the applicable Governing Law:
      Partner Address: Governing Law: Venue:
      North America or Latin America, or a location not specifically listed below The laws of the State of Delaware The Court of Chancery of the State of Delaware
      European Union, United Kingdom or EMEA The laws of Ireland The courts of Dublin, Ireland
      Australia or New Zealand The laws of New South Wales The courts of New South Wales
      Asia-Pacific other than Australia and New Zealand The laws of Singapore The courts of Singapore

      The parties expressly disclaim the applicability of, and waive any rights based upon, the Uniform Computer Information Transactions Act, the United Nations Convention on Contracts for the International Sale of Goods and the Convention on the Use of Electronic Communications in International Contracts. For the avoidance of doubt, nothing stated in the Agreement will prejudice or limit the rights or remedies of either party to enforce any award or decree under the laws of any jurisdiction where property or assets of the other party may be located.

    • 9.4 No Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld; provided, that either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets if such assignee is not a competitor to the other party. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
    • 9.5 Modifications. Sift may modify the terms and conditions of this Agreement, including the Program Guide and any Schedule, from time to time, in which case the modified version of this Agreement will supersede the prior versions. The most current version will always be posted in the Partner Portal. Sift shall provide Partner with advanced notification via email or posting a notice on the Partner Portal of any material modifications, with such modifications effective at least five (5) calendar days after the date of public posting. If Partner disagrees with the modifications, Partner’s exclusive remedy is to terminate the Agreement by providing thirty (30) days written notice to Sift and cease its appointment as a Partner.
    • 9.6 Severability; Waiver. If any provision of this Agreement is held to be unenforceable, such provision will be reformed to the extent necessary to make it enforceable, and such holding will not impair the enforceability of the remaining provisions. The failure by a party to exercise any right hereunder or to enforce strict performance of any provision of this Agreement will not waive such party’s right to exercise that or any other right in the future.
    • 9.7 No Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the parties to this Agreement may enforce it.
    • 9.8 Entire Agreement. The Agreement (including the Terms, the Program Guide, the Schedules, and other documents which are incorporated by this reference), represents the entire agreement between the parties with respect to Partner’s activities as a Partner, and the Agreement supersedes any contemporaneous or prior agreements regarding such subject matter.