Terms of Service

Revision Date: October 14, 2016

BY USING THE PROPRIETARY SIFT NINJA SOFTWARE SERVICE OFFERED AT SIFTNINJA.COM (THE “SERVICE”), YOU (EITHER AS AN INDIVIDUAL OR AN ENTITY) AGREE TO BE BOUND BY THESE TERMS OF SERVICE (“AGREEMENT”) WITH TWO HAT SECURITY LTD. (“SIFT NINJA”). IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT USE THE SERVICE.

The Sift Ninja Privacy Policy (available here) is incorporated herein by reference. This Agreement governs your use of the Service however accessed, including via an Internet browser, smartphone, tablet, or other mobile device. If you are signing up for the Service on behalf of an entity, you represent that you are duly authorized to represent the entity and accept the terms of this Agreement on behalf of such entity, and any references to “you” in this Agreement refer to such entity and all of its employees, consultants and agents.

  1. Term and Termination
    1. This Agreement will remain in effect until all subscriptions granted in accordance with this Agreement have expired or this Agreement is terminated by you or Sift Ninja (the “Term”). If you elect to use the Service for a free starter plan, and do not upgrade to a subscription plan after the completion of the starter plan, this Agreement will expire.
    2. User subscriptions purchased by you commence on the start date specified upon payment and continue for the subscription term selected at the time of payment. For further clarity, if an annual plan is purchased, the termination of your account will take effect after the end of the period that has been paid for. No refunds.
    3. You are solely responsible for the proper cancellation of your account. You may cancel your account without cause at any time by following the instructions on the account cancellation page (here). Sift Ninja may terminate this Agreement at any time in the event you materially breach this Agreement and do not cure such breach within 30 days of written notice (including notice by email) provided by Sift Ninja. However, in the case of your nonpayment (including in the event when your credit card cannot be charged), Sift Ninja may suspend your access to the Service upon any such nonpayment and may terminate this Agreement, if such breach is not remedied within 7 days of notice by Sift Ninja to you. Further, Sift Ninja may terminate your access to the Service immediately if it determines that you are in violation of Sections 3.1, 3.4 or 11 of this Agreement. For instances other than non-payment or violation under Section 3.1, in the event you cancel your account or this Agreement is terminated by Sift Ninja or you, Sift Ninja will refund to you any prepaid fees covering any period of the term remaining after the date of termination for all subscriptions. However, no refund will be granted for the then-current month. Notice via email by Sift Ninja to you will be sent to the email address you have provided to us.
    4. In the event your account is terminated, all rights and obligations created by this Agreement will terminate, except that you will continue to be bound by those terms that would by their nature survive such termination, including without limitation those concerning intellectual property rights, disclaimers of warranties and limitations of liability; representations, warranties and indemnity obligations; and general provisions.
    5. Sift Ninja may downgrade, suspend or terminate your access to the Service without liability, following a 30 day notification period, if such action is based on Sift Ninja’s good faith belief that you have violated any provision of this Agreement (including a failure to make any payment when due)
  2. Modification of this Agreement
    1. The Service may be made available in free or paid versions at different levels. Not all features and functionality of the Service may be available in each version or level. Sift Ninja reserves the right, in its sole discretion, to modify, add, or remove portions and/or functionality of the Service, or to modify, add, or remove portions of this Agreement at any time by making such modified Agreement available to you. The revised Agreement will be effective immediately upon being made available to you, except that in the event any such modification materially alters your rights hereunder, Sift Ninja will attempt to notify you directly by sending a message to the email address that you have provided to us. Your use of the Service after modifications to this Agreement become effective constitutes your binding acceptance of such changes. In such case of a material modification, you will be required to affirmatively agree to such modified Agreement. You can also review the most current version of this Agreement at any time at: http://www.siftninja.com/tos/. If you are dissatisfied with the terms of the Agreement or any modifications thereof, then you agree that your sole and exclusive remedy is to discontinue any use of the Service.
  3. Usage Rights; Restrictions; Support
    1. During the Term, Sift Ninja grants you a limited, non-transferable, non-sublicensable, non-exclusive right to access and use the hosted software products and related documentation included in the Service and all modifications and/or enhancements to any of the foregoing (“Software”) via a web browser or other device owned or controlled by you for your internal business use. Nothing in this Agreement obligates Sift Ninja to deliver or make available any copies of computer programs or code from the Software to you, whether in object code or source code form. You agree to use the Service only in compliance with all applicable local,state, national, and international laws, rules and regulations (“Applicable Law”). You shall not, and shall not agree to, and shall not authorize, encourage or permit any third party to:
      • use the Service for any fraudulent or inappropriate purpose;
      • attempt to decipher, decompile, delete, alter or reverse engineer any of the Software;
      • duplicate, make derivative works of, reproduce or exploit any part of the Service without the express written permission of Sift Ninja;
      • use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service other than copying or exporting of the Data as contemplated in the Documentation; or
      • rent, lease, distribute, or resell the Software, or use the Software for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Software or displayed in connection with the Service.
    2. Sift Ninja shall: (i) provide you with basic support through the use of posted FAQ’s and help desk features in connection with your use of the Service at no additional charge, (ii) use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for any unavailability caused by circumstances beyond Sift Ninja’s reasonable control, including acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), Internet service provider failures or delays, or denial of service attacks, and (iii) provide the Service only in accordance with Applicable Law.
    3. Sift Ninja shall maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your Data. In the event we are compelled by Applicable Law to disclose your Data, we will provide you with notice thereof, (in advance, if possible) if permitted by Applicable Law. You agree that Sift Ninja may use and reproduce aggregate anonymized Data (as aggregated with data of other users and customers) (“Trend Data”), provided that such Trend Data: (i) does not contain any personally identifying information; and (ii) does not identify a user in any way.
    4. If you integrate with Sift Ninja using our API, you must use efficient programming, which will not cause too many requests to be made in too short a period of time, as-determined solely by Sift Ninja. If this occurs, Sift Ninja reserves the right to throttle your API connections, or suspend or terminate your Sift Ninja account.
  4. Payment Terms
    1. Your subscription to the Service renews automatically for the same term selected upon initial payment (e.g., month-to-month,). You may change your subscription term at any time by changing your payment plan details on the account management page on your account-name.siftninja.com. If you are paying by credit card, your credit card will be charged once a month for monthly subscriptions. Sift Ninja will email you a receipt when your card has been charged. If your card cannot be charged, your access to Services may be suspended and you will need to update your card information in order to resume use. There will be no refunds or credits for partial months of service.
    2. Annual subscription pricing requires a one-year minimum commitment. If you cancel your subscription, or your subscription is suspended for nonpayment, before the end of the one-year commitment period, you will no longer qualify for annual subscription pricing and you will be charged the difference between the monthly and annual commitment pricing for the number of months your subscription was active.
    3. All fees are exclusive of all taxes or duties imposed by governing authorities. Other than sales taxes which we may be required to collect from you and remit to appropriate taxing authorities, you alone are responsible for payment of all such taxes or duties.
    4. Sift Ninja may at any time, upon notice of at least 90 days or a longer period if required by Applicable Law, change the price of your subscription or any part thereof, or institute new charges or fees. Price changes and institution of new charges implemented during your annual subscription period will come into effect for any subsequent annual subscription periods and to all new subscribers after the effective date of the change. If you do not agree to any such price changes, then you must cancel your subscription and stop using the Service prior to the commencement of the renewal subscription period for which the price change applies.
  5. Intellectual Property Rights
    1. As between the parties, Sift Ninja owns and shall retain all right, title and interest in and to (a) the Software and the Service, including all intellectual property rights, and (b) transactional and performance data related to your use of the Service. Sift Ninja may collect, use and disclose all such transactional and performance data for its business purposes (including software use optimization and product marketing) provided that such use does not reveal your identity, any of your confidential information or any personally identifiable information that belongs to you.
    2. You retain all right, title and ownership interest to your Data. Sift Ninja has no right, title or interest in any personally identifiable information related to your Data. You retain copyright and any other rights you already hold to your Data. By submitting Data for moderation in accordance with the Services, you give Sift Ninja a limited, royalty-free, and non- exclusive license to transmit and review the Data which you submit. This license is for the sole purpose of enabling Sift Ninja to provide the Services. You agree that this license includes a right for Sift Ninja to make any Data available to other companies, organizations or individuals with whom Sift Ninja has relationships for the provision of the Services.
    3. You confirm and warrant to Sift Ninja that you have all the rights, power, and authority necessary to grant the above license.
    4. You have no obligation to give Sift Ninja any suggestions, enhancement requests, recommendations, comments or other feedback (“Feedback”) relating to the Service. To the extent Sift Ninja receives any Feedback from you, Sift Ninja may use and include any such Feedback to improve the Services or for any other purpose. Accordingly, if you provide Feedback, you agree that Sift Ninja shall own all such Feedback and Sift Ninja and its affiliates, licensees, clients, partners, third-party providers and other authorized entities may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback in the Service or other related technologies, and you hereby assign, irrevocably, exclusively and on a royalty-free basis, all such Feedback to Sift Ninja. For example, when an item is marked as incorrectly labeled for our team to fix. When submitted, Sift Ninja will retain a copy of that so we can run future tests to ensure we continue to perform accurately.
  6. Publicity
    1. During the Term, Sift Ninja may disclose your name as a customer of Sift Ninja and/or subscriber of the Service, and you hereby grant Sift Ninja the right to display your name and logo in its marketing materials and on Sift Ninja’s public website, in each case in accordance with any branding guidelines you may provide to Sift Ninja.
  7. Warranties and Liability
    1. Sift Ninja represents, warrants, and covenants as follows: (a) the Software will perform substantially in accordance with the technical requirements documents that are generally provided by Sift Ninja in connection with the Software (“Documentation”); and (b) any professional services performed for you by Sift Ninja will be performed in a professional and workmanlike manner, with the degree of skill and care that is required by sound professional procedures and practices.
    2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE LIMITED WARRANTY PROVIDED ABOVE, SIFT NINJA HEREBY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE, DOCUMENTATION, DELIVERABLES AND OTHER MATERIALS AND/OR SERVICES. SIFT NINJA DOES NOT WARRANT THAT OPERATION OF THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.
    3. EXCEPT FOR (I) EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, (II) A PARTY’S VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (III) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER OR (IV) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT, AND (B) THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER WITH RESPECT TO THIS AGREEMENT IS LIMITED, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, TO THE FEES COLLECTED BY SIFT NINJA FROM YOU PURSUANT TO THIS AGREEMENT IN THE SIX MONTHS PRECEDING THE EVENT FROM WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATIONS APPLY EVEN IF SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.
  8. Security Breach
    1. External Breach: In the event of a security breach by anyone other than your employee, contractor or agent, upon discovery of such breach, Sift Ninja will: (a) initiate remedial actions that are consistent with industry standards; and (b) notify you of the security breach, its nature and scope, the nature and scope of remedial actions Sift Ninja will undertake, and the timeline within which Sift Ninja expects to remedy the breach.
    2. Internal Breach: In the event of a security breach by your employee, contractor or agent, you shall have sole responsibility for initiating remedial actions and shall notify Sift Ninja immediately of the breach and steps you will take to remedy the breach.
  9. Indemnification
    1. You agree to indemnify, defend and hold harmless Sift Ninja, and its affiliates, officers, agents, and employees from and against any costs, damages, expenses (including reasonable attorneys’ fees), judgments, losses and other liabilities (including amounts paid in settlement) (“Liabilities”) incurred as a result of any third-party action, claim, demand, proceeding or suit (“Claim”) to the extent arising from or connected with your use of the Software and/or Service in breach of this Agreement.
    2. Sift Ninja agrees to indemnify, defend and hold harmless you, and your affiliates, officers, agents, and employees from and against any Liabilities incurred as a result of any third-party Claim to the extent arising from or connected with an allegation that your use of the Software and/or Service in accordance with this Agreement infringes the intellectual property rights of a third party. Notwithstanding the foregoing, in no event shall Sift Ninja have any obligations or liability arising from: (a) use of the Software and/or Service in a modified form or in combination with materials or software not furnished by Sift Ninja, and (b) any content, information or data provided by you, your end users, or other third parties.
    3. A party seeking indemnification hereunder shall (a) promptly notify the other party in writing of the Claim, (b) give the indemnifying party sole control of the defense of such Claim and all negotiations for the compromise or settlement thereof (provided that if any settlement requires any action or admission by the indemnified party, then the settlement will require the indemnified party’s prior consent), and (c) provide the indemnified party with all reasonable cooperation, information and assistance in connection with such Claim; provided, however, that failure by the indemnified party to provide prompt notice of a Claim; grant such sole control; and/or provide such cooperation, information and assistance shall not relieve the indemnifying party of its obligations under this Article 9, except to the extent that the indemnifying party is materially prejudiced by such failure. The indemnified party may be represented by its own counsel, at its own expense.
  10. Governing Law
    1. This Agreement shall be governed by and construed in accordance with the substantive laws of the Province of British Columbia, Canada, without reference to conflict of laws principles. Any legal action or proceeding with respect to this Agreement must be brought in the courts of the Vancouver, British Columbia. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
  11. Compliance with Laws; Disclaimers
    1. Each Party shall comply with all Applicable Law in connection with such party’s activities in relation to this Agreement. The Service can be configured and used in ways that do not comply with Applicable Law and it is your sole responsibility to monitor your employees’ use and your use of the Service to ensure that such use complies with and is in accordance with Applicable Law. In no event shall Sift Ninja be responsible or liable for your failure to comply with Applicable Law in connection with your use of the Service.
    2. Sift Ninja does not provide its customers with legal advice regarding compliance, data privacy or other relevant Applicable Law in the jurisdictions in which you use the Service, and any statements made by Sift Ninja to you shall not constitute legal advice.
    3. You acknowledge that Sift Ninja exercises no control over the comments posted on your systems using the Service or your decisions as to how to moderate the comments posted on your website or authorized user of the Service. Sift Ninja hereby disclaims all liability arising from your decisions and from harmful data or code uploaded to the Service by you and/or your employees, contractors or agents.
  12. Entire Agreement
    1. This Agreement encompass the entire agreement between you and Sift Ninja with respect to the subject matter hereof and supersedes all prior representations, agreements and understandings, written or oral. This Agreement may only be altered, amended or modified by an instrument executed by both parties. The failure of Sift Ninja to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall be interpreted so as to reasonably effectuate the intention of the parties, and shall not affect the validity and enforceability of any remaining provisions. No purchase order or other form submitted by you will modify, supersede, add to or in any way vary the terms of this Agreement. As used herein, the words “including,” “included” and “includes” mean inclusion without limitation. You may not assign or otherwise transfer any of your rights or obligations under this Agreement without Sift Ninja’s prior written consent. No part of this Agreement is intended or shall be construed as legal advice. Sift Ninja shall not be liable for an errors or omissions in the content of this Agreement or for any actions taken in reliance thereon.
  13. Contact Information
    1. If you have any questions about the Service or this Agreement, you may call us at email us at support@siftninja.com, or write to us at:
      Two Hat Security Ltd.
      Attn: Legal
      #500-554 Leon Ave
      Kelowna, BC, CANADA
      BC V1Y 6J6

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