We will not...
- Share your data with marketers or advertisers.
- Contact your customers.
- Identify you to other Sift customers as the source of any data in our models.
- Claim ownership of your data.
- Use your data to discover relevant fraud patterns for you and other Sift customers.
- Add the fraud patterns we discover to our global model so that we can better prevent fraud for you and other Sift customers.
- Pursue opportunities to enrich our global model, including using third party services.
- Publish aggregated fraud patterns for informational purposes, like this blog post.
- Protect data as described in our agreement.
You need to...
- Comply with all applicable laws.
- Comply with all of your commitments to third parties.
A quick note from our lawyers:
This highlight is not a substitute for reading the Terms of Service. We provide these Key Points to help answer frequently asked questions about our Terms of Service. Please note, however, that these Key Points are qualified by the actual Terms of Service, which you should read in its entirety.
Sift Terms of Service
Last updated: February 26, 2019
Thank you for signing up for a service with Sift Science, Inc. (“Sift”, “we”, “us”). By creating an account, clicking to accept this agreement (or another click-through mechanism provided) or accessing or using the Sift Services (as defined below), you agree to all the terms and conditions of this Terms of Service (this “Agreement”). If you are accepting this Agreement and using the Sift Services 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 Agreement; (ii) you have read and understand this Agreement; and (iii) you agree to this Agreement on behalf of the party that you represent. Please note that Sift may modify this Agreement as further described in the Modifications section below, so you should make sure to check this page from time to time.
1. Sift Services.
1.1 Service Generally. The “Sift Services” are comprised of a suite of digital trust and safety products, some or all of which Customer may elect to receive, that predict user intent and enable customers to prevent fraudulent activity in real time. More specifically, the Sift Services are enabled through a SaaS-based, machine learning platform that identifies patterns in data, using custom and global models which leverage both the specific customer’s data and the data provided by all other customers. Sit will make those Sift Services elected by you and agreed to by Sift available to you in accordance with the terms of this Agreement.
2. Proprietary Rights.
2.1 Ownership of and License to Customer Data. As between Sift and Customer, Customer owns and retains all right, title, and interest in and to its Customer Data. Customer grants to Sift a limited, royalty-free, non-exclusive, worldwide right and license to access, use, copy, and create derivative works from the Customer Data only as set forth in this Agreement, including Section 2.2 (Additional Use of Customer Data).
2.2 Additional Use of Customer Data. Subject to the terms of this Section, Customer agrees that Sift may use the Customer Data for as long as reasonably necessary for the limited purpose of providing fraud detection and prevention services to third-party customers of the Sift Services, as determined by Sift in its reasonable discretion; provided, that in connection with such use, Customer Data (i) will be aggregated with data from other customers of the Sift Services, and (ii) shall not be made available to any other customer. In addition, the analytical results provided to other customers of the Sift Services will not include any identifiers of Customer as a source of any data.
2.3 Ownership of and License to Sift Services and Analytical Results. As between Sift and Customer, Sift owns and retains all rights, title and interest in and to the Sift Services, including the Software, Documentation, and Analytical Results. Sift grants to Customer a limited, royalty-free, non-exclusive, worldwide right and license to access and use the Sift Services, including the Software, Documentation and Analytical Results, only as set forth in this Agreement.
2.4 Suggestions. If Customer (including any Authorized User) provides Sift any feedback or suggestions regarding the Sift Services, Customer grants Sift an unlimited, irrevocable, perpetual, sublicensable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer or any Authorized User.
3. Data Protection.
3.1 Security and Data Protection Agreement. Sift will maintain a security program with reasonable and appropriate administrative, technical, organizational and physical security measures designed to protect Customer Data against unauthorized access, disclosure and loss. If the parties enter into any separate agreement or addendum concerning data protection, then such terms will be governed by this Agreement and, in the event of any conflict between such and this Agreement, this Agreement will control. In any event, Customer acknowledges that Sift does not merely process data but controls the means and purpose of the data processing contemplated by this Agreement.
3.3 Deletion of Data. Upon termination of this Agreement, Customer may request deletion of the Customer Data. Subject to the provision of Section 2.2 (Additional Use of Customer Data), Sift will perform such deletion within ninety (90) days.
4. Customer Commitments.
4.2 Customer Responsibilities. Customer will use the Sift Services (which, for clarity, include the Analytical Results) only: (a) for its internal fraud detection and prevention purposes; (b) in accordance with the terms of this Agreement, the Documentation and Sift’s Acceptable Use Policy (located at https://sift.com/aup), which Sift may update reasonably from time to time; and (c) in compliance with all applicable laws, rules and regulations (“Applicable Laws”) and any contractual or other obligation Customer has to any third party. Customer is solely responsible for ensuring that its use of the Sift Services, including its provision of the Customer Data, does not violate the Applicable Laws of the jurisdictions in which Customer does business.
4.3 Usage Restrictions. Customer shall not: (a) make the Sift Services available to anyone other than Authorized Users; (b) transfer, sublicense, resell, time share or similarly exploit the Sift Services; (c) access the Sift Services to build a competitive product or service; (d) reverse engineer, modify, adapt, or otherwise attempt to gain unauthorized access to the Sift Services, or introduce any malicious code into the Sift Services; (e) provide to Sift any Customer Data that contains any sensitive personal information, such as full financial account information, full credit card information, government identification numbers, account passwords, health-related information, information that relates to children, or any information that is deemed “sensitive” under Applicable Laws; or (f) use the Sift Services for purposes not contemplated by this Agreement, such as background checks, decisions concerning the extension of credit or offer of employment to any individual or in any other way where such use 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 service itself.
5.1 Fees and Payment Terms. Unless otherwise agreed in writing by the parties, Customer will pay the fees stated on an applicable order form executed by Sift and Customer (the “Fees”). Unless otherwise stated on an applicable order form, all Fees are non-cancelable and non-refundable. Monthly or annual minimum fees paid may not be rolled into any future time period. 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, Customer will reimburse all reasonable third party costs and fees incurred by Sift in connection with those collection activities.
5.2 Taxes. The Fees do not include any local, state, federal, VAT, sales, excise, use or other taxes, levies or duties of any nature. Customer is responsible for paying any such taxes, excluding taxes based on Sift’s income payable by Sift without regard to the transactions contemplated by this Agreement. If applicable, Sift reserves the right to gross up any Fees, if any required withholding prevents Sift from receiving the full amount of the Fees.
6.1 Definitions. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer shall include Customer Data, and Confidential Information of Sift shall include the Software, the Analytical Results and all Documentation. However, Confidential Information shall not include any information that the Receiving Party can document (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.
6.2 Confidentiality Obligations. Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (a) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (b) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement.
6.3 Mandated Disclosures. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so; provided, the Receiving Party gives the Disclosing Party prior written notice of such compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the access or disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
Customer will defend, indemnify and hold harmless Sift, its officers, directors and employees against any third party claim, demand, suit, investigation or proceeding relating to any violation or alleged violation by Customer of the terms of this Agreement.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SIFT SERVICES AND ALL RELATED 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. SIFT DOES NOT REPRESENT THAT THE SIFT SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR MEET CUSTOMER’S REQUIREMENTS OR THAT THE ANALYTICAL RESULTS WILL BE ACCURATE OR COMPLETE. CUSTOMER ACKNOWLEDGES THAT, AS A SAAS-BASED SERVICE, THE FUNCTIONALITY AND INTERFACES OF THE SIFT SERVICES MAY CHANGE OVER TIME, AND SIFT RESERVES THE RIGHT AT ANY TIME, AND FROM TIME TO TIME, TO MODIFY OR DISCONTINUE THE SIFT SERVICES (OR A PART THEREOF).
9. 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. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL SIFT BE LIABLE TO CUSTOMER FOR ANY DAMAGES, COSTS, OR LIABILITIES IN AGGREGATE IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER IN THE TWELVE MONTH PERIOD PRIOR TO THE CUSTOMER’S INITIAL CLAIM.
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.
10. Term and Termination.
10.1 Term and Termination. The term of this Agreement will commence on the Effective Date and will continue so long as Sift is providing Sift Services to Customer under an applicable Order Form. Each Order Form shall identify the initial subscription period for the applicable Sift Service and unless otherwise stated on the applicable Order Form, such subscription periods shall automatically renew for additional (12) months unless either party provides written notice of its intent not to renew at least sixty (60) days prior to the end of the then-current subscription period. After the initial subscription period, if Sift’s pricing increases, Sift will give Customer at least sixty (60) days prior notice of the planned increases, with any agreed-to increases taking effect the following renewal subscription period. Either party may terminate this Agreement immediately on written notice if (a) the other party commits any material breach of any term of this Agreement and has not cured such breach within fifteen days of its receipt of written notice of the breach; or (b) 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.
10.2 Suspension of Sift Services. Notwithstanding any provision herein to the contrary, Sift may temporarily suspend the Sift Services in the event of any activity by Customer or any of its users that has (or in Sift’s reasonable assessment is likely to have) an adverse effect on the operation of the Sift Services.
10.3 Survival. The provisions of this Section and the following Sections will survive any termination of this Agreement: Section 2 (Proprietary Rights), Section 3.3 (Deletion of Data), Section 5 (Payment), Section 6 (Confidentiality), Section 7 (Indemnification), Section 8 (Disclaimer), Section 9 (Limitation of Liability) and Section 11 (General Provisions).
11. General Provisions.
11.1 Marketing. Customer grants Sift the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on Sift’s website and in other public or private communications with existing or potential Sift customers, subject to Customer’s standard trademark usage guidelines as provided to Sift from time-to-time.
11.2 Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations due to events beyond the reasonable control of such party, which may include denial-of-service attacks, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
11.3 No Agency. Nothing herein will be construed to create a partnership, joint venture or any type of agency relationship between Sift and Customer.
11.4 Notices. Marketing and business-related notices may be delivered by email. Any legal notices relating to this Agreement must be in writing and sent to each party its then-current primary place of business or such other address provided by the recipient. All notices will be sent by major commercial delivery courier service or mailed in a manner that requires signature by the recipient.
11.5 Governing Law; Venue. This Agreement and any disputes hereunder will be governed by the laws of the State of California, without regard to its conflict of law principles, and any litigation concerning this Agreement will be submitted to and resolved by a court of competent jurisdiction in San Francisco, California.
11.6 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). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including any 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. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
11.7 Modifications. Sift may modify the terms and conditions of this Agreement 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 on the Sift website. Sift shall use commercially reasonable efforts to provide Customer with advanced notification via email, posting a notice on the Sift website or through the Sift Service management console of any material modifications, with such modifications effective on the date of public posting. If Customer disagrees with the modifications, Customer’s exclusive remedy is to terminate the Agreement by providing thirty (30) days written notice to Sift and cease using the Service. Customer’s continued use of the Sift Services will be subject to the modified terms.
11.8 Severability. 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.
11.9 Waiver. The failure by a party to exercise any right hereunder or 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.
11.10 Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter herein and supersedes any and all prior communications and agreements whether written or oral concerning the subject matter hereof, including any previously executed non-disclosure agreement. Each party hereby acknowledges that no reliance is placed on any representation made but not referenced in this Agreement. No purchase order or other text that purports to modify or supplement the printed text of this Agreement will add to or vary the terms of this Agreement.