Terms of Service

REVISION DATE: May 28, 2020

By using the Sift Ninja™ software as a service provided by Two Hat 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. (“Two Hat”). If you do not agree to this Agreement, do not use the Service.

The Two Hat Privacy Policy (available here) is incorporated herein by reference. In the event of a conflict, the terms of the Privacy Policy shall supersede those herein

This Agreement governs your use of the Service however accessed, including via an application programming interface, internet browser, smartphone, tablet, or other computing 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 for the Term. You are solely responsible for the proper cancellation of your account. You may cancel your account at any time by following the instructions on the account cancellation page (here). No refunds.
    2. Two Hat may suspend Service or terminate this Agreement as follows:
      1. If you breach this Agreement and do not cure such breach within 7 calendar days of written notice from Two Hat, then Two Hat may terminate this Agreement immediately without further notice;
      2. If you fail to make timely payment (including in the event when your credit card cannot be charged), then Two Hat may suspend Service immediately and Two Hat may terminate this Agreement if payment is not received with 7 calendar days of the original due date;
      3. If you violate any of Sections 3.2, 3.4, 5.3, 8.2, and 11.1 of this Agreement, then Two Hat may terminate this Agreement immediately upon written notice.
    3. 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 and obligations 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.
  2. Modification of this Agreement
    1. The Service may be made available at different levels. Not all features and functionality of the Service may be available in each version or level.
    2. Two Hat 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. The revised Agreement will be effective immediately upon being published at: http://www.siftninja.com/tos/ or otherwise made available to you. Your continued use of the Service after the effective date of the modifications constitutes your binding acceptance of such changes. 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, Two Hat grants you a limited, non-transferable, non-sublicensable, non-exclusive right to access and use the Service and underlying Software via a web browser or other device owned or controlled by you for your internal business use, and subject to the terms of this Agreement. Nothing in this Agreement obligates Two Hat to deliver or make available to you any copies of computer programs or code related to the Software, whether in object code or source code form.
    2. You agree to use the Service only in compliance with all Applicable Law. You shall not, and shall not agree to, and shall not authorize, encourage or permit any third party to:
      1. Use the Service for any fraudulent or inappropriate purpose;
      2. Attempt to decipher, decompile, delete, alter or reverse engineer any of the Software;
      3. Duplicate, make derivative works of, reproduce or exploit any part of the Service without the express written permission of Two Hat;
      4. 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 documentation provided by Two Hat; or
      5. 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.
    3. Two Hat shall provide you with basic support using our posted FAQs and help desk features in connection with your use of the Service at no additional charge.
    4. If you integrate with Two Hat 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 Two Hat. If this occurs, Two Hat reserves the right to throttle your API connections, or suspend or terminate your Two Hat 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 in advance of the renewal term (e.g. once a month for monthly subscriptions). Two Hat 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. All fees are exclusive of all taxes or duties imposed by governing authorities. You alone are responsible for payment of all such taxes or duties. All fees are payable in US Dollars.
    3. Two Hat may at any time, upon notice of at least 30 calendar 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. 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, Two Hat owns and shall retain all right, title and interest in and to:
      1. The Software and the Service, including all related intellectual property rights, and
      2. Transactional and performance data related to your use of the Service. Two Hat 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 Customer Data, or any personally identifiable information that belongs to you.
    2. You retain all right, title and ownership interest to your Customer Data. By submitting Customer Data for moderation in accordance with the Services, you give Two Hat a limited, royalty-free, and non-exclusive license to: (a) transmit and review the submitted Customer Data to enable Two Hat to provide the Services, and (b) to collect, use and store Trend Data for any purpose. You agree that this license includes a right for Two Hat to make any Customer Data and Trend Data available to other third parties with whom Two Hat has relationships for the provision of the Services.
    3. You confirm and warrant to Two Hat that you have all the rights, power, and authority necessary to grant the above license.
    4. You have no obligation to give Two Hat any suggestions, enhancement requests, recommendations, comments or other feedback (“Feedback”) relating to the Service. To the extent Two Hat receives any Feedback from you, Two Hat may use and include any such Feedback to improve the Services or for any other purpose. Accordingly, if you provide Feedback, you agree that Two Hat shall own all such Feedback and Two Hat 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 Two Hat. For example, when an item is marked as incorrectly labeled for our team to fix. When submitted, Two Hat 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, Two Hat may disclose your name as a customer of Two Hat and/or subscriber of the Service, and you hereby grant Two Hat the right to display your name and logo in its marketing materials and on Two Hat’s public websites, in each case in accordance with any branding guidelines you may provide to Two Hat.
  7. Warranties and Liability
    1. During the Term, Two Hat warrants that:
      1. The Services will conform in all material respects with the technical requirements documents that are generally provided by Two Hat in connection with the Services; and
      2. Two Hat will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, excluding any unavailability caused by circumstances beyond Two Hat’s reasonable control, including acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, pandemics, strikes or other labor problems (other than those involving our employees), Internet service provider failures or delays, or denial of service attacks.
    2. Your exclusive remedy for breach of this warranty is for Two Hat to correct or work around the defect upon written notice from you, subject to and in accordance with Two Hat’s procedures. If the Defect persists in causing a material failure in the Service for 30 calendar days, then you may terminate this Agreement and Two Hat will provide you with a refund for one month of Service. This section sets forth your exclusive rights and remedies, and Two Hat’s sole liability connection with the Software, Service, or otherwise in relation to this Agreement.
    3. To the maximum extent permitted by Applicable Law, except for the limited warranty provided above, Two Hat hereby disclaims all other warranties, either express or implied, including implied warranties of merchantability, fitness for a particular purpose, or , or non-infringement, whether with respect to the Services, Software, documentation, deliverables and other materials and/or services. Two Hat does not warrant that operation of the service will be error-free or uninterrupted.
    4. To the maximum extent permitted under Applicable Law, whether based on contract, in tort, or any other legal or equitable theory:
      1. In no event shall Two Hat be liable for any indirect, consequential, special, punitive, or exemplary damages; and
      2. The aggregate liability of Two Hat is limited to the fees collected by Two Hat from you 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 and Privacy
    1. Two Hat shall maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your Customer Data. In the event we are compelled by Applicable Law to disclose your Customer Data, we will provide you with notice thereof, (in advance, if possible) if permitted by Applicable Law. If your use of the Services involves processing personal data pursuant to Regulation 2016/679 (the “GDPR”) or other similar legislation, then the terms of Two Hat’s standard data processing agreement (“DPA”) shall apply. The DPA may be requested by contacting support@siftninja.com.
    2. You acknowledge, agree, and warrant that you have all rights necessary to collect, use, process, transfer and disclose Customer Data to Two Hat, and that your use of such Customer Data is conducted pursuant to a lawful basis (as defined by GDPR or other Applicable Law), including any required consent from end users.
  9. Indemnification
    1. You shall indemnify, defend and hold harmless Two Hat, 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”) arising from or relating to any third party action, claim, demand, proceeding or suit (“Claim”):
      1. That the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates a third party's intellectual property rights;
      2. Based on your breach of this Agreement; or
      3. Based on your negligence or intentional misconduct.
    2. Two Hat agrees to indemnify, defend and hold harmless you, and your affiliates, officers, agents, and employees from and against any Liabilities incurred to the extent arising from a third-party Claim that your use of the Software and/or Service in accordance with this Agreement infringes a valid U.S. or Canadian patent of a third party. Notwithstanding the foregoing, in no event shall Two Hat 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 Two Hat, (b) any of your Customer Data provided by you, your end users, or other third parties; (c) use of the Software and/or Service in violation of this Agreement, or (d) use of the Software and/or Service in a manner not otherwise contemplated by this Agreement.
    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 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 Two Hat be responsible or liable for your failure to comply with Applicable Law in connection with your use of the Service.
    2. Two Hat 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 Two Hat to you shall not constitute legal advice.
    3. You acknowledge that Two Hat 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. Two Hat 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 encompasses the entire agreement between you and Two Hat with respect to the subject matter hereof and supersedes all prior representations, agreements and understandings, written or oral. Except for modifications described in Section 2.2 and 4.3, this Agreement may only be altered, amended or modified by an instrument executed by both parties. The failure of Two Hat 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 Two Hat’s prior written consent. No part of this Agreement is intended or shall be construed as legal advice. Two Hat shall not be liable for any errors or omissions in the content of this Agreement or for any actions taken in reliance thereon.
  13. Notices
    1. You hereby consent to receiving electronic communications from us at the email address associated with your account. These electronic communications may include notices about applicable fees and charges, transactional information, and any other notice required or contemplated under this Agreement. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
    2. Any notices to Two Hat must be sent to our address below and must be delivered either: (a) in person, (b) by certified or registered mail, return receipt requested and postage prepaid, or (c) by recognized overnight courier service, and are deemed given upon receipt by us.

      Two Hat Security Ltd.
      Attn: Legal Department
      #500-554 Leon Ave
      Kelowna, BC, CANADA
      BC V1Y 6J6
  14. Definitions
    1. “Applicable Law” means all applicable local, state, national, and international laws, including all statutes, codes, rules, regulations, by-laws, and general principles of common and civil law and equity, binding on or affecting the entity referred to in the context in which such word is used.
    2. “Customer Data” means non-anonymized data pertaining to you or your end users that is collected and/or processed using the Services, including personal information, user generated content, login credentials, and other information related to such parties in connection with the Services. Customer Data expressly excludes Trend Data.
    3. “Software” means the proprietary software used to provide the Services, including any modifications, improvements, or enhancements.
    4. “Term” means the period from the date you first pay for the Service up until either the expiration of the subscription term, or this Agreement is terminated by you or Two Hat.
    5. “Trend Data” means any data collected or processed by the Service that is in aggregate or anonymized form, and provided that the data does not contain any personally identifying information, and does not identify you as a customer.

Have more questions? We're here to help, so please contact us.

If you have any questions about the Service or this Agreement, you may email us at support@siftninja.com.