Terms of Service

These General Terms and Conditions (“Terms”) govern the use and the provision of the Basic Subscription (“Product”) by Sifty ML Ltd (“Sifty”) to the Customer. By accepting these Terms as part of an offer for or order of the Product, the Customer accepts these Terms and agrees to abide by them.

The Customer is licensed to use the Product on the basis of these Terms. Sifty ML Limited does not sell the Product to the Customer and remains the owner of the Product (and all software contained therein) at all times.

OPERATING SYSTEM REQUIREMENTS: USE OF THE PRODUCT REQUIRES THE USER TO HAVE A RELIABLE INTERNET CONNECTION.

IMPORTANT NOTICE TO ALL USERS:

BY SIGNING BELOW YOU AGREE TO THESE GENERAL TERMS AND CONDITIONS WHICH WILL BIND THE CUSTOMER. THE TERMS OF THIS LICENCE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CONDITION 4.1 AND CONDITION 5.

1. Definitions

As used in the Agreement, the following capitalized terms shall have the meaning set out below.

​​“Agreement” means this document and any appendices attached thereto as well as any documents or terms referenced.

“Customer” means You.

“Customer Materials” mean all data and materials that the Customer generates in or submits to Sifty or the Product (including business information, presentations and documentation) that may concern the Customer or applied to or generated by the Product in the course of the Customer using it, save for General Usage Data.

“Feedback” means the results of any evaluation of the Product by the Customer, including the Customer’s opinions, observations, comments, criticisms, and suggested improvements, whether in written or oral form.

“General Usage Data” means general and anonymous usage, statistical and aggregate data pertaining to the Customer’s or its users’ use of the Product (including anonymous analysis of Customer Materials).

“Intellectual Property Rights” means copyrights and related rights (including database and catalogue rights and photography rights), patents, utility models, design rights, trademarks, tradenames, trade secrets, know-how and any other form of registered or unregistered intellectual property rights wherever in the world arising including without limitation applications for any of the aforesaid.

“Licence Fees” mean the fees payable for the provision of the Product to the Customer as agreed in the payment link at https://siftyml.com after a subscription package has been chosen.

“Order” means the written electronic form regarding Customer’s purchase of a right to use the Product as executed between the Customer and Sifty, including orders made for the Product by Sifty, accepted by the Customer by signature, online acceptance or otherwise.

“Party” means the Customer or Sifty (jointly the “Parties”).

“Subscription Period” means the term during which the Customer is entitled to use and has access to the Product as defined in the Order subject to termination sooner under Section 11.

2. Use of the Product

2.1. Acceptance Tests

Beginning on the date specified in the Agreement, the Product will be available live to the registered user until the user cancels the Order or until no valid form of payment is received within the terms stated below.

2.2. Provision of the Product

Subject to the terms and conditions of the Agreement and the due payment of any applicable fees, the Product hereby grants to the Customer and the Customer hereby accepts a limited, non-exclusive, licence and right for the Customer to use the Product as provided in the Agreement. Such licence shall be limited to the Subscription Period and not be assignable or sub-licensable.

Sifty may monitor the Customer’s compliance with the Agreement. 

2.3. Usage restrictions

The Customer is not permitted and shall not permit others to do any of the following:

• copy, modify, distribute, rent, sub-license, sell, lease the Product or otherwise make them available to or grant access to third parties without the prior written consent of Sifty;
• circumvent or try to circumvent any usage control or anti-copy functionalities of the Product;
• reverse engineer or decompile the Product or access the source code thereof, except as permitted by law, provided, however, that this limitation shall only apply to those parts of the Product and the source code thereof that are proprietary to the Product and does not limit the application of permissive terms and conditions pertaining to any third-party components used in the Product;
• use the Product in violation of applicable law;
• use the Product other than to make available the immersive experience defined in the Agreement;
• use the Product in ways that violate Intellectual Property Rights, business secrets, or privacy rights of third parties;
• use the Product for the purposes of reselling the Product to third parties;
• use the Product in conjunction with content not supplied by Sifty; and
• remove any product identification, copyright, trademark or other notice from the Product.

Sifty shall have the right to deny the Customer’s use of the Product without any prior notice to and without liability to the Customer, if Sifty suspects that the Customer uses the Product in violation of the terms of the Agreement.

2.4. Third-party software

The Product may include third party software which has a separate end user licence agreement which shall be covered by such applicable separate end user licence agreement in lieu of these Terms to the extent required by such separate end user licence agreement (“Third Party Software”). Such Third-Party Software may be open-source software as defined by the Open Source Initiative (http://opensource.org) or the Free Software Foundation (http://www.fsf.org) (“Open Source Components”). To the extent required by the licences covering Third Party Software, the terms of such licenses will apply in lieu of these Terms. To the extent the terms of the licences applicable to Third Party Software prohibit any of the restrictions in the Agreement with respect to such Third Party Software, such restrictions will not apply to it. To the extent the terms of the licences applicable to Open Source Components require Sifty to make an offer to provide source code in connection with specific components within the Software, such offer is hereby made.

2.5. General obligations of Customer

The Customer is responsible for acquiring any and all network connections and all technical equipment required for using the Product and is liable for any costs thereof.

The Customer shall indemnify and hold Sifty harmless from and against any and all liabilities, losses, damages, costs, and expenses (including reasonable legal fees and expenses) (“Losses”) associated with any claim or action brought against Sifty that may arise from the Customer’s use of the Product as contemplated by the Agreement, including claims that use of the Customer Materials infringe the Intellectual Property Rights of third parties or violates the privacy rights of any individual under applicable laws, except to the extent Losses arise out of in connection with any breach by Sifty of this Agreement.

3. Acceptance and Security

3.1. Accepting the Agreement

The person accepting the Agreement represents that it has the authority to bind the Customer to the Agreement.

The Customer shall ensure that all details provided regarding the Customer’s contact information and billing information, where applicable, are correct and undertakes to update such information as soon as possible in case such information has changed.

3.2. Security and unauthorised use

The Customer shall use all reasonable endeavours to prevent unauthorised access to, or use of, the Product. The Customer shall ensure that any URLs, username, passwords, and Application Programming Interphase (API) information obtained by the Customer in conjunction with use of the Product are kept confidential and stored and used in a secure manner and cannot be accessed or used by third parties.

Where it is suspected that any unauthorised person has become aware of a confidential URL, username and/or password or of other information that could facilitate unauthorised access, the Customer shall immediately inform Sifty thereof and change such username and/or password or cooperate in the taking of other necessary countermeasures.

The Customer shall be liable for any use of the Product with the usernames and/or passwords of the Customer.

4. Data

4.1. Rights to Customer Materials

The Intellectual Property Rights and the title to Customer Materials shall belong to the Customer.

Sifty agrees to treat Customer Materials as confidential information in accordance with Section 7 below. However, while maintaining this confidentiality and subject to Section 4.4 Sifty will use Customer Data both during and after the Subscription Term for:

• Training all its Machine Learning layers; and
• Developing new products for current and future customers with or without Machine Learning algorithms. Before Sifty uses any Customer Data for new products, it will be processed and anonymised, and Sifty can provide evidence of anonymisation on request. 

The Customer shall be solely responsible for taking and storing appropriate backup copies of Customer Materials.

After termination of the Agreement, Sifty will save as expressly provided cease processing or generating the Customer Materials in the Product.

4.2. Liability for Customer Materials

The Customer shall be responsible for the Customer Materials and shall be liable for ensuring that Customer Materials do not infringe any third-party rights or violate applicable legislation and that the Customer possesses such necessary licenses and permissions from third parties as may be required in order to use the Customer Materials as set out herein.

4.3. Personal Data

In case the use of the Product requires personal data to be processed by Sifty as a data processor, such processing of personal data shall be governed by Sifty’s privacy policy which can be found at https://siftyml.com/privacy. 

4.4. General Usage Data

Sifty shall have the right to generate and obtain General Usage Data from the Customer’s and its users’ use of the Product for the purposes of developing and improving the Product, both during and after the Subscription Term. The Intellectual Property Rights and title to General Usage Data shall belong to Sifty. For clarity, General Usage Data shall not, in any event, be used in a manner that identifies the Customer or any user of the Product or any natural person or any Customer Materials.

5. Provision of the Product

5.1. Availability

The Customer understands that the Product may be inaccessible, unavailable or inoperable for any reason including maintenance. Sifty shall at all times have the right to temporarily suspend the provision of the Product but aims to provide 99% functionality per annum.

The Customer acknowledges that interruptions to the availability of the Product may also occur, for example, in the event of data connection or network disruptions or in case of interruptions in third-party services incurred by Sifty, the Customer or users. Sifty shall be in no manner liable for any such interruption.

5.2. Changes to the Product

Sifty may at its sole discretion at any time modify and update the Product or parts of it and reserves the right to implement new versions of the Product.

5.3. Maintenance

Sifty will offer continuous upgrades at no extra cost. If the Customer needs customisation as an upgrade it should request this by contacting support@siftyml.com and Sifty will decide whether the requested upgrade could benefit more customers or just for one. Sifty shall not be obliged to implement the upgrade but, the more customers it could benefit, the more likely it is to do so for no extra charge. However, Sifty reserves the right to charge for upgrades with limited appeal or for which significant development work is required.

Technical support will be available 9 am-5 pm (UK time) weekdays on support@siftyml.com.

6. Fees and Payment

6.1. License and Service Fees

In consideration of the Customer’s use of the Product, the Customer shall pay the Licence Fees (in the form of a monthly subscription) to Sifty set out in the Order.

All prices are exclusive of VAT and any other applicable taxes or fees/payment charges imposed by public authorities or financial institutions from time to time. Such taxes and fees shall be added to the prices and be borne by the Customer.

All payments made in accordance with the Agreement are non-refundable. In the event of early termination, the Customer shall not be entitled to a refund of any prepaid fees.

6.2. Payment terms

Payment terms are as detailed in Order.

Without prejudice to its other rights, Sifty may temporarily without liability to the Customer disable the Customer’s access to or cease providing if the Customer has overdue payments in excess of 30 days until payment in full.

6.3. Price adjustments

Sifty shall be entitled to adjust the fees and charges of the Product annually on 30 days prior notice unless the Order provides otherwise.

7. Confidentiality

Neither Party shall disclose to third parties any material or information received from the other Party or through the use of the Product and marked as confidential or which should be understood to be confidential, and shall not use such material or information for any other purposes than those stated in the Agreement. 

Customer Materials are confidential information and the confidentiality obligations stated herein shall apply.

The confidentiality obligations shall, however, not be applied to material or information, (a) which is generally available or otherwise public; or (b) which the Party has received from a third party without any obligation of confidentiality as verified by the written records of such Party; or (c) which a Party has independently developed without using material or information received from the other Party as verified by the written records of such Party; (d) which a Party is obligated to disclose due to applicable mandatory laws, public authority regulations or court orders. In case of disclosure due to (d), the Party so obliged shall (if lawful) promptly inform the other Party of such disclosure and limit it to what is absolutely necessary.

The rights and responsibilities under this Section 7 shall survive the expiry or termination of the Agreement for a period of 5 years after the expiry or termination of the Agreement.

8. Intellectual Property Rights

8.1. Ownership of Intellectual Property Rights by Sifty

All Intellectual Property Rights in or related to the Product and related documentation and all parts and copies thereof shall remain exclusively vested with and be the sole and exclusive property of Sifty or its licensors.

Except as expressly stated herein, the Agreement does not grant the Customer any Intellectual Property Rights in the Product and all rights not expressly granted hereunder are reserved by Sifty and its subcontractors/licensors.

8.2. Feedback

If the Customer supplies to Sifty any Feedback (including all suggestions, comments, feedback, ideas, source code, specific requests for upgrade qualities and/or know-how), the Customer hereby assigns by way of future assignment all its right, title and interest in and to such Feedback to Sifty. Thereafter Sifty may use such Feedback (without limitation) for the purposes of: (i) supporting the Customer in connection with the Agreement; and (ii) developing and improving the Product, which may incorporate the Feedback including, but not limited to, correction of errors and debugging the Product.

8.3. Infringement of third party IPR

At any time, if Sifty reasonably deems or is notified that any part of the Product infringes the Intellectual Property Rights of any third party, Sifty has the right at its own option and expense to: (i) modify/replace the Product to circumvent the infringement; or (ii) procure for the Customer a licence from the third party in question. If none of the aforementioned alternatives is reasonably possible, Sifty shall have the right to terminate the Agreement and Sifty shall refund to the Customer the prices paid for the Product by the Customer less the price corresponding to the time the Customer has been able to use the Product in accordance with the Agreement.

Sifty shall, however, not be liable for any infringement or claim thereof if the claim: (i) is caused by any breach of the Agreement by the Customer or misuse of the Product by any user; (ii) has resulted from the Customer’s or its user’s use or modification of or addition to the Product (including the Customer’s disposition of Customer Materials in the Product); or (iii) could have been avoided by using the latest version of the Product provided by Sifty.

9. Warranty

Sifty warrants that, subject to compliance with the Agreement use of the Product in accordance with Sifty’s instructions, subject to successful acceptance under Section 2.1, the Product shall, for the  Subscription Period shall operate materially in accordance with the specification therefore and be protected by reasonably up to date anti-virus and cybersecurity measures and software. All other warranties, to the extent permitted by applicable law, either express or implied, including but not limited to the implied warranties of merchantability, and non-infringement, and fitness for a particular purpose, or accuracy or reliability of results from use of the Product, that the Product will meet specific requirements, that the Product will be uninterrupted, completely secure, free of software errors, defects and failures, are hereby expressly excluded. Furthermore, although the Product is designed to maximise process efficiency, its efficacy is dependent on how the Client applies it and external factors. Accordingly, Sifty cannot guarantee any particular outcome, whether with regard to increased productivity, savings in cost or time or otherwise.

10. Limitation of Liability

Neither Party shall be liable to the other Party for any indirect or consequential damages, including loss of profits, loss of business, loss of data or interruption of business. Without limitation, Sifty shall be in no manner responsible for any fines or other sanctions levied by customs, local or other governmental authorities arising out of or in connection with the Customer’s use or misuse of the Product.

Sifty’s total aggregate liability under or in connection with the Agreement shall be limited to 50% of the fees the Customer has paid for the Product during the 6-month period preceding the claim for damages.

These limitations of liability shall not apply in the case of death of personal injury caused by negligence, fraud or in any other manner precluded by law.

11. Term and Termination

The Agreement shall enter into force upon the date of the completion and acceptance of the online Order. The Agreement shall stay in force until the Agreement is terminated as set out below.

Unless the Parties have agreed on a separate term and termination provisions in the Order, the Agreement shall continue for the Subscription Period and may be terminated without cause at any moment with 60 days prior notice to the other Party.

Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate the Agreement without liability to the other if: (i) the other Party commits a material breach of the Agreement and (if such breach is remediable) fails to remedy that breach within 30 days of that Party being notified in writing of the breach; or (ii) the other Party is dissolved or liquidated, is declared bankrupt or otherwise becomes the subject to other insolvency proceedings. In this context, a material breach by the Customer includes, without limitation, failure to pay any sum due hereunder (including interest accrued as aforesaid). For the purposes of this paragraph a material breach by the Customer includes either:

• Any Licensee Fee instalment (including interest accrued as aforesaid) not being paid in full 90 days after its due date; or
• Late payment of Licence Fee instalments more than three times in any twelve-month period.

Upon termination or expiry of the Agreement, the Customer’s access to the Product shall cease forthwith. If the Customer requires the recovery and extraction of Customer Materials it should contact support@siftyml.com.

The provisions of the Agreement which by their nature reasonably should survive the termination or expiration of the Agreement shall survive any expiration or termination of the Agreement.

12. Miscellaneous

12.1. Notices

Any notice or other written communication to be given by the Customer to Sifty under the Agreement shall be in English and sent by email to the email address stated in the Order. Notices shall be deemed served 1 business day after transmission.

Any notice or other written communication to be given by Sifty to the Customer under the Agreement shall be in English and sent by email to the email address indicated in the Order.

If either Party is to change their respective contact details, the other Party shall be informed thereof in advance.

12.2. Subcontractors

Sifty shall be entitled to use subcontractors, including third-party software suppliers, for the provision of the Product. 

12.3. Entire Agreement

The Agreement supersedes all prior agreements, arrangements, and understandings between the Parties relating to the subject matter hereof, and constitutes the entire agreement between the Parties relating to the subject matter hereof. These Terms will prevail over any other contract terms in the Order unless such terms expressly provide otherwise.

12.4. Severance

If any provision of the Agreement is declared by any judicial or other competent authority to be void, illegal or otherwise unenforceable, the remaining provisions of the Agreement shall remain in full force and effect.

12.5. Headings

Headings used in the Agreement are for convenience only and do not alter the meaning or interpretation of any provision herein.

12.6. Amendments

Save as expressly provided, Sifty is entitled to amend the Agreement by providing the Customer with at least 60 days prior notice. If the Customer does not accept the change made by Sifty to the Agreement, the Customer has the right to terminate the Agreement by notifying Sifty thereof in writing prior to the effective date of such change.

12.7. Assignment

Sifty shall be entitled to assign all or any of its rights or obligations hereunder in whole or part to an affiliate or business partner or successor or to a purchaser or acquirer of its business assets relating to the Product without the Customer’s prior consent.

The Customer shall not be entitled to assign any of its rights or obligations hereunder in whole or part without the prior written consent of Sifty.

12.8. Force Majeure

Both Parties shall be excused and shall not be responsible for any failure to comply with the terms of the Agreement due to causes beyond their control or the control of their suppliers, including but not limited to war, insurrection, riot or other civil disobedience, pandemic, quarantine restriction, labour dispute except within either Party’s organisation, failure or delay in transportation, accidents, flood, earthquake, fire, storm or other act of God, the act of any government or any agency thereof, judicial action or act.

Where a Party’s performance is prevented for a period in excess of one month due to an event as stated above, either Party shall be entitled to terminate the Agreement in writing without any obligation to pay compensation.

12.9. Applicable law and jurisdiction

The Agreement shall be governed by and construed in accordance with the laws of England and the place of performance of the Agreement is England.

Any dispute arising out of or in connection with the Agreement shall be subject to the exclusive jurisdiction of the English courts provided that Sifty may apply for an injunction of other interim relief and enforce a judgment awarded it by the English courts in any court of competent jurisdiction.

The completion of the online form that constitutes an Order is equivalent of the Customer’s signature and agreement on the above terms as of the date in which the Order is completed.

‍