Reseller Schedule

Preamble: Under this Reseller Schedule, Partner may resell the Sift Services to potential customers subject to the terms and conditions of the Agreement, including this Schedule. Sift and Partner agree as follows:

1. Certain Definitions. The following terms have the following meanings:
   • “Analytical Results” means any proprietary data provided by Sift to Customer through the Sift Services (excluding Customer Data), which include the results for Customer of Sift’s proprietary modeling and analysis of Customer Data alone or in combination with other data in the Sift Services, which results may include, as applicable, a score for a particular action or event and substantiation for the score (i.e. the top data inputs that contributed to the particular score), dispute records and related analysis such as a chargeback dispute win rate, and/or Customer-configurable aggregated insights and reporting delivered through the Sift Services.
   • “Customer” means, for the purposes of this Schedule, an online business who enters into a Partner Customer Agreement.
   • “Customer Data” means any data that Customer sends, submits or uploads to the Sift Services through the application programming interfaces or the Sift management console, or that Sift collects directly from Customer Properties through Snippets (as defined herein).
   • “Customer Properties” means Customer’s services and digital applications or properties (e.g., webpages, apps, endpoints) that integrate with the Sift Services.
   • “Documentation” means Sift’s user guides and policies, as updated from time to time, accessible via https://sift.com/resources/guides or such successor site or URL, or otherwise provided by Sift to Partner via the Sift Partner Portal, Sift customer community or otherwise.
   • “Order Form” means an executed order form between Sift and Partner, referencing the Agreement, which includes commercial terms, such as rate cards and pricing, and which may be specific to a Customer or applicable to multiple Customers.
   • “Partner Customer Agreement” means a written agreement between Customer and Partner for Customer’s purchase and use of the Sift Services, including relevant Products, which reflects the terms of this Agreement and includes an express obligation for the Customer to agree to the Sift Terms of Service. Sift recommends the following language to be included on Partner’s agreement with Customer: Customer acknowledges and agrees that the use of the Sift Services purchased hereunder is subject to and governed by Sift’s Terms of Service located at https://sift.com/tos.
   • “Products” means those products that form part of the Sift Services and are identified on the Order Form. The specific “Products” selected by Customer are identified in the applicable Partner Customer Agreement.
   • “Sensitive Personal Information” means for the purposes of this Agreement (a) full credit or debit card numbers or financial account information; Social Security numbers or local equivalents; passport numbers; driver’s license numbers or similar identifiers; passwords; physical or mental health condition or information; or any information subject to the Health Insurance Portability and Accountability Act, the Payment Card Industry Data Security Standards, and other applicable regulations, laws or industry standards designed to protect similar sensitive information; (b) information related to children under the age of 13 (or in the EEA, under 16); (c) any information defined under the EU General Data Protection Regulation 2016/679 as a “special category” of personal data; and (d) any other information Sift reasonably determines is sensitive, provided Sift communicates such determination to Partner.
   • “Sift Services” comprise a suite of SaaS based digital trust and safety products 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. The Sift Services leverage the Sift intelligent machine learning platform that identifies patterns in data using Sift custom and global models, which may use Customer Data alone or in combination with data and records provided by all other customers to derive the Analytical Results. The Customer, in its own discretion, can use the Analytical Results to determine, as applicable, the likelihood of fraudulent, illegal or abusive behavior by end users or winning a chargeback dispute, and take any such further measures it may deem necessary or appropriate. The specific Sift Services selected by Customer will be identified on the applicable Partner Customer Agreement.
   • “Sift Terms of Services” means the terms governing the Sift Services located at https://sift.com/tos.
   • “Territory” means the territory (or territories) identified in the Partner Portal.
2. Sift Services Generally.
   • 2.1 Software. Sift will provide Partner with instructions and Documentation necessary to enable Customers to create an account within Sift Services console and (i) application programming interfaces (the “API“); and (ii) JavaScript snippets, SDKs or other technologies (the “Snippets“), including any updates thereto (collectively, the “Software”). With the assistance of Partner, Customer will implement the Software within Customer Properties and submit Customer Data to Sift. Partner agrees to follow the instructions and Documentation provided by Sift to enable successful Customer integrations, and Partner shall be responsible for assisting Customers with such integrations.
   • 2.2 Product Discontinuation or Modification. Sift may, at its sole discretion, discontinue or modify any Products within the Sift Services by providing Partner at least ninety (90) days advance written notice of such discontinuation or modification. Sift will make available to Partner all Product updates and enhancements within ten (10) business days after their commercial release. In the event that Sift discontinues a Product, Sift will use commercially reasonable efforts to assist Partner in identifying an alternative solution to such Product in order to facilitate the transition for existing Customers.
3. Proprietary Rights; Privacy Notice.
   • 3.1 License to Partner. Subject to the terms herein, Sift grants to Partner a limited, non-exclusive, right to promote and sell the Products to Customers in the Territory, if applicable, for such Customers’ use of the Products consistent with the terms provided in this Agreement.
   • 3.2 Ownership of Sift Services and Analytical Results. As between Sift and Partner, Sift owns and retains all rights, title and interest in and to the Sift Services, including the Software, Documentation, and Analytical Results.
   • 3.3 Privacy Notice. Each party will maintain a readily-accessible privacy policy on its website that includes accurate disclosures concerning its data practices, including the processing of personal information for fraud detection and prevention and other compatible purposes. Such privacy notices will be based on then-current Applicable Laws and industry best practices.
4. Partner Commitments.
   • 4.1 Commitments. Partner will identify potential Customers for the Sift Services and when reselling the Sift Services, contractually commit the Customer to the Sift Terms of Service via a Partner Customer Agreement (and provide reasonable evidence of such contracts upon reasonable request of Sift).
   • 4.2 Additional Support. The parties will determine if Partner will (a) perform integration design for implementation of Software for Customers, in which case such performance shall be in accordance with the Agreement and Documentation, or (b) support Customers through Software integration and applicable model training period, also in accordance with the Agreement and Documentation.
   • 4.3 Restrictions. If Partner has access to the Sift Services (e.g., via a Customer account within the Sift console), Partner shall only access or use the Sift Services as an authorized user of Customer as may be provided in the applicable Partner Customer Agreement, and in accordance with Sift’s Acceptable Use Policy (located at https://sift.com/aup), including (without limitation) the prohibition on sending Sift any Sensitive Personal Information. Partner shall not: (a) transfer, sublicense, resell, time share or similarly exploit the Sift Services; (b) access the Sift Services, including the Software, Documentation, and Analytical Results, to build (or facilitate the building of) a competitive product or service; (c) reverse engineer, modify, adapt, or otherwise attempt to gain unauthorized access to the Sift Services, or introduce any malicious code into the Sift Services; or (d) resell the Sift Services for any purposes other than Customer’s purpose of detecting and preventing fraud, security threats or other illegal or malicious behavior, risk management, and/or managing and responding to chargebacks (as applicable), on Customer’s digital properties. For the avoidance of doubt, such prohibited purposes explicitly include purposes prohibited under the Fair Credit Reporting Act (FCRA) and the Equal Credit Opportunity Act (ECOA), such as for background checks, as a factor in establishing an individual’s creditworthiness or eligibility for credit, insurance, housing, or employment, in any way that facilitates discrimination, or in any other way that may violate or may cause Sift to violate any Applicable Law. For clarity, the foregoing limitation applies to the Analytics Results and any other information derived from use of the Sift Services, as well as the Sift Services itself. Partner shall not modify or change the Documentation in any way, except to translate the Documentation to the local language of any Sift-approved territory upon agreement by Sift
   • 4.4 Scope of Authority. Partner is only authorized to sell Sift Services to potential Customers within the Territory and cannot sell Sift Services to another Partner or distributor. Partner shall not accept the Sift Terms of Service on behalf of a Customer, including in connection with any services provided by Partner to the Customer.
   • 4.5 Unauthorized Use. Partner will promptly notify Sift of any unauthorized use of the Sift Services that comes to Partner’s attention and is responsible for all use of the Sift Services by Partner’s own personnel. If any unauthorized use by Partner’s employees, agents or representatives occurs, Partner will use best efforts to terminate such unauthorized use.
5. Fees and Pricing
   • 5.1 Order Forms. To complete a resale transaction with Sift, Partner will purchase from Sift the Sift Services to be resold under an Order Form. The Order Form will specify (a) the specific Sift Services being purchased, (b) the applicable scope limitations (e.g. monthly minimum commitments) (c) the duration of the Sift Services, and (d) the fee that Partner is paying to Sift in connection with the Resale Order. The Order Form shall not contain any additional terms or terms that conflict with this Schedule or the Sift Terms of Service, or Partner’s Order Form will be automatically rejected by Sift. To be effective, each Order Form must be executed by Sift and Partner. In the event that Partner delivers a purchase order to Sift in connection with an Order Form, then notwithstanding anything to the contrary contained in such purchase order, any terms or conditions contained on or referenced in the purchase order are for administrative purposes only and shall have no legal effect and Sift specifically rejects such terms.
   • 5.2 Fees and Pricing. Sift will charge Partner fees set forth on the Order Form for the sale by Partner of Sift Services to Customers (“Fees”). The then-current rate card will be identified in the Program Guide, and Sift will notify Partner of any changes in such rate card at least thirty (30) days before such new rate card takes effect. Sift will work with Reseller in good faith in the event that any previous pricing has been quoted to a potential Customer; provided, that such potential Customer executes a Partner Customer Agreement within sixty (60) days of the new pricing notification.
   • 5.3 Reporting and Payment. With each monthly invoice, Sift will provide Partner with a corresponding monthly usage report separated by Customer. Partner will pay the Fees in United States Dollars to Sift within thirty (30) days from the applicable invoice date unless otherwise agreed to by the parties.
   • 5.4 Collections. Partner is solely responsible for collecting all fees owed from its Customers. Partner is obligated to pay the Fees for the Sift Services rendered whether or not Partner collects the amounts owed to it by Customers. If any undisputed amount due to Sift is not paid within fourteen (14) days of such notice, then, until such amounts are paid in full, Sift may charge interest on any unpaid amount due at the rate of one percent (1%) per month, or at the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date it is paid. In the event Sift pursues collection of any overdue Fees payable hereunder, Partner will reimburse all reasonable third party costs and fees incurred by Sift in connection with those collection activities.
   • 5.5 Taxes. Fees payable under this Schedule do not include local, state or federal taxes or duties of any kind; except for taxes based on the income or gross receipts of Sift, all such taxes will be assumed and paid by Partner. Partner may not be responsible for certain taxes upon furnishing to Sift satisfactory evidence of exemption. Payments by Partner of all Fees hereunder shall be made without deductions for any applicable taxes, imposts, customs, levies or other withholdings or such payments shall be “grossed-up” to provide Sift the same amount after such tax as it would have received without the imposition of such tax. Partner is responsible for collecting and remitting any and all Value-Added Tax (VAT) or other taxes due from the Customer.
6. Indemnification; Limitation of Liability. In addition to the indemnification provision in the Terms, the parties agree as follows:
   • 6.1 By Sift.
   • 6.2 By Partner. Partner will defend Sift, 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 Sift: (a) brought by a Customer (except to the extent such claim is based on Sift’s material breach of the Terms, including this Schedule), or (b) arising out of Partner’s material breach of the Terms including this Schedule, and shall indemnify Sift for any damages, attorneys fees and costs finally awarded against Sift as a result of, or for any amounts paid by Sift under a court-approved settlement of, a Claim.
   • 6.3 Conditions. The indemnifying party’s obligations under this Section are contingent on the Indemnified Parties: (a) promptly providing written notice of the claim to the indemnifying party, (b) giving the indemnifying party sole control of the defense and settlement of the claim, and (c) providing the indemnifying party, at the indemnifying party’s expense, all reasonable assistance in connection with such claim. In no event will an Indemnified Party be liable for any settlement that admits any fault or liability of an Indemnified Party without the prior written consent of an Indemnified Party.
   • 6.4 LIMITATIONS ON LIABILITY. ALL LIMITATIONS ON LIABILITY AS SET FORTH IN THE TERMS SHALL APPLY TO THIS SCHEDULE, EXCEPT THAT 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 RELATION TO ITS INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION 6 IN AGGREGATE IN EXCESS OF TWO HUNDRED THOUSAND DOLLARS ($200,000). 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. Termination. In addition to the term and termination provisions set out the in the Terms, the parties agree as follows:
   • 7.1 Effect of Termination. In the event of termination of the Agreement or this Schedule, Partner shall refer the Customer to Sift so that such parties may determine whether they would like to continue the relationship under a direct agreement between Sift and Customer.
   • 7.2 Suspension of Sift Services. Notwithstanding any provision herein to the contrary, in the event of any activity by a Customer that has (or in Sift’s reasonable assessment is likely to have) an adverse effect on the operation of the Sift Services, Sift may temporarily suspend the Sift Services with respect to such Customer. In such event, Sift will notify Partner or Customer as soon as possible and will work with Partner and Customer in good faith to remedy the cause of the adverse effect.
   • 7.3 Customer Termination. In the event Sift believes Customer is in breach of the Sift Terms of Service, Sift shall notify Partner and Customer shall have fourteen (14) days in which to cure such breach. Partner shall provide all assistance as reasonably required by Sift to assist in the enforcement of any and all terms contained in the Sift Terms of Service. If such breach is not cured, Partner shall terminate the Partner Customer Agreement with no penalty to Sift.