These Terms of Service ("Terms") are an agreement between Sidian Technologies Corp. ("Sidian", "we", "us") and the organization that uses our products and services (the "Customer", "you"). The products and services include the DataGuard web application, admin portal, Outlook add-in, API and AI Vault connector (together, the "Services").
The Customer accepts these Terms when a person with authority to act for it clicks to accept them, signs an order form that refers to them, or completes a purchase that refers to them. The person who accepts confirms that they are at least 18 and have that authority.
If these Terms and another document conflict, this order applies: first a signed order form or written agreement with Sidian, then these Terms, then our Privacy Policy. The terms of a marketplace or payment provider you buy through govern only the purchase itself.
The Services are for businesses and professional organizations, not for personal, family or household use. "Authorized Users" are the people you allow to use the Services under your account. You are responsible for their use of the Services as if it were your own.
Keep account information accurate and keep sign-in credentials and API keys confidential. Tell us promptly at [email protected] if you believe they have been compromised.
Your administrators control who has access, which storage and AI tools are connected, and the protection settings described in section 4. You are responsible for those choices.
The Services help you find and protect sensitive content before it leaves your organization. They are a tool that supports your judgment. They do not replace it.
4.1 Detection is automated and can be wrong
Detection uses machine-learning models and AI models, which work on probabilities. They can miss sensitive content, flag content that is not sensitive, or produce output that is inaccurate. They are less reliable on scanned pages, handwriting, images and complex tables. We do not guarantee that the Services will find or protect all sensitive, confidential or privileged content.
4.2 Your settings decide what leaves
Protection presets, label settings and connections chosen by your organization determine what is replaced, what is passed through unchanged, and where content goes. Some presets pass categories such as amounts, dates and the substance of legal text unchanged, by design. You are responsible for choosing settings that meet your legal, regulatory, contractual and professional obligations, including duties of confidentiality and privilege.
4.3 Review before you rely
You are responsible for reviewing output before you rely on it or send it outside your organization. Some features apply changes automatically: by default, edits that a connected AI tool makes to files in an AI Vault folder are applied without a person approving them. An administrator or folder owner can require approval. If you leave automatic changes on, you accept that they take effect without review.
4.4 Stand-ins are not anonymization
Replacing names and identifiers with stand-ins reduces what a recipient or AI tool learns, but surrounding context can still identify a person or matter. Do not treat content processed by the Services as anonymous.
4.5 Not legal advice
Sidian is a software company, not a law firm. The Services and their output are not legal advice and do not create a lawyer-client relationship. Using the Services does not by itself preserve or waive privilege or satisfy any rule of professional conduct. Consult your own counsel about your obligations.
4.6 Our providers, and the tools you choose
We use service providers to run the Services. They are listed in our Privacy Policy, and we remain responsible for their work on our behalf as if it were our own. Services you choose to connect, such as Microsoft 365, Google Drive and AI tools connected through AI Vault, are governed by their own terms. We are not responsible for them or for what they do with content you direct to them, except to the extent a loss is caused by our breach of these Terms.
Upload or process content you do not have the right to process, or use the Services in breach of any law or duty of confidence.
Use the Services to process protected health information subject to HIPAA unless we have signed a business associate agreement with you.
Probe, scan or test the security of the Services, or bypass any limit or protection, without our written permission. Report suspected vulnerabilities to [email protected].
Reverse engineer the Services, except where the law allows it despite this restriction.
Interfere with or overload the Services, or access them by automated means other than our API.
Resell or provide the Services to third parties, or use them to build a competing product.
Use the Services in breach of Canadian, US or other applicable export control or sanctions laws, or from a country or by a person those laws prohibit.
You own your content. "Customer Content" means the documents, emails, files, messages and other material you put through the Services, and the output the Services produce from them. As between us, you own it.
You grant us permission to host, copy, process and transmit Customer Content only as needed to provide, secure and support the Services for you, to follow your instructions and settings, and to comply with law.
We do not use Customer Content to train or fine-tune machine-learning models, and we do not permit our service providers to do so. We may use aggregate operational measurements that contain no Customer Content, such as processing times and error rates, to operate and improve the Services.
You confirm that you have the rights, consents and notices needed to submit Customer Content to the Services and to direct where it goes.
We own our technology. Sidian and its licensors own the Services, the software and models behind them, and our website. These Terms give you a right to use the Services during your subscription, and no other rights. If you send us feedback, we may use it without obligation to you.
"Confidential Information" is non-public information one party receives from the other under these Terms, and always includes Customer Content. The receiving party will protect it with at least reasonable care, use it only to perform under these Terms, and share it only with people who need it for that purpose and are bound to protect it. This does not apply to information that is public through no fault of the receiving party, was already known to it, or was developed independently. Disclosure required by law is permitted after notice to the other party where the law allows.
When we process personal information in Customer Content, we act on your behalf and:
process it only to provide the Services, on your instructions (including your settings) and as these Terms describe, unless the law requires otherwise;
keep reasonable administrative, technical and physical safeguards appropriate to the sensitivity of Customer Content, and make sure our personnel with access are bound to confidentiality;
use only the service providers listed in our Privacy Policy, bind them to protections at least as strong as these, and give you at least 30 days' notice before adding one. If you object on reasonable data protection grounds and we cannot address the objection, you may end the affected Services and receive a refund of prepaid fees for the unused period;
notify you without undue delay, and in any event within 72 hours after becoming aware of it, of a breach of security leading to the accidental or unlawful destruction, loss, alteration or unauthorized disclosure of, or access to, Customer Content in our systems or our providers' (a "Security Incident"), and give you the information you reasonably need to meet your own obligations, in phases as it becomes available;
help you, at reasonable cost to you where the effort is significant, to respond to requests from individuals and regulators about Customer Content.
If the law that applies to you requires a separate data processing agreement or standard contractual clauses, we will sign one on request on terms consistent with this section.
Sidian maintains cyber liability and commercial general liability insurance and will provide a certificate of insurance on request.
Fees are those set out in your order form or in the plan you select. Payment may be processed by our payment provider or through Microsoft Marketplace.
Your subscription renews automatically for the same length of term unless either party gives notice that it will not renew: for an annual or longer term, at least 30 days before the term ends; for a shorter term, before it ends.
We will give at least 45 days' notice of a price increase. It takes effect at your next renewal, not during a paid term.
Fees do not include taxes, which you are responsible for other than taxes on our income.
If you dispute an invoice in good faith, tell us within 30 days and pay the undisputed part; we will work with you to resolve the rest.
Except where these Terms, your order form or the law say otherwise, fees are non-refundable. We may suspend the Services if an undisputed amount is more than 30 days overdue after we have given you notice.
We work to keep the Services available, but we do not promise uninterrupted or error-free operation, and no service level applies unless your order form includes one. We may change or improve the Services. We will not materially reduce the core functionality of a subscription during a paid term.
Features we label as preview, beta or early access are provided for evaluation, may change or be withdrawn at any time, and are excluded from the warranty in section 12.
Either party may end these Terms if the other materially breaches them and does not fix the breach within 30 days of notice. If you end them for our breach, we will refund prepaid fees for the unused period. We may suspend access immediately where needed to prevent harm to the Services, to other customers or to the public, or where the law requires it, and will restore access once the reason is resolved.
Your data when these Terms end. For 30 days after termination, you may export Customer Content through the Services or ask us to help you retrieve it. After that we will delete Customer Content within a further 30 days, except copies in backups, which are deleted when those backups expire on their normal schedule, and anything the law requires us to keep. Records we keep are described in our Privacy Policy.
This section's data export and deletion obligations, sections 4, 6 and 7, section 8 (for as long as we hold Customer Content), section 9 (for amounts owed), sections 12 to 15, and any other terms that by their nature should survive, survive termination.
We warrant that, during your subscription, the Services will perform materially as described in these Terms and your order form. If they do not, tell us, and we will fix the problem or, if we cannot within a reasonable time, either party may end the affected Services and we will refund prepaid fees for the unused period. That is your only remedy for a breach of this warranty.
EXCEPT FOR THE WARRANTY ABOVE, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, SIDIAN DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL DETECT ALL SENSITIVE, CONFIDENTIAL OR PRIVILEGED CONTENT, THAT OUTPUT WILL BE ERROR-FREE, OR THAT USING THE SERVICES WILL SATISFY ANY LAW, REGULATION OR PROFESSIONAL RULE THAT APPLIES TO YOU.
(A) EXCEPT FOR AMOUNTS PAYABLE UNDER SECTION 14 AND THE SECURITY INCIDENT COSTS DESCRIBED BELOW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE OR GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS, EVEN IF ADVISED OF THEIR POSSIBILITY.
(B) EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS IS LIMITED TO THE FEES PAID OR PAYABLE BY THE CUSTOMER FOR THE SERVICES DURING THE 12 MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM (THE "GENERAL CAP").
(C) FOR BREACH OF SECTION 7 (CONFIDENTIALITY) OR SECTION 8 (DATA PROTECTION AND SECURITY), AND FOR AMOUNTS PAYABLE UNDER SECTION 14 (INDEMNITIES), EACH PARTY'S TOTAL LIABILITY IS INSTEAD LIMITED TO TWO TIMES THE GENERAL CAP. THIS AMOUNT IS IN PLACE OF, NOT IN ADDITION TO, THE GENERAL CAP.
The reasonable costs of investigating a Security Incident, notifying affected people and regulators, and providing credit monitoring where appropriate are direct damages, recoverable within the limit in (C).
Nothing in these Terms limits liability for fraud, gross negligence or wilful misconduct, a party's obligation to pay fees, the Customer's breach of section 5 or infringement or misappropriation of Sidian's intellectual property, or any liability the law does not allow to be limited.
We will defend you against any third-party claim that the Services, as we provide them, infringe that party's intellectual property rights, and pay the resulting damages and costs awarded or agreed in settlement. This does not apply to claims caused by Customer Content, third-party services you connect, changes not made by us, or use in combination with things we did not provide, where the claim would not have arisen without them. If a claim is made or likely, we may modify or replace the Services, get you the right to keep using them, or end the affected Services and refund prepaid fees for the unused period.
14.2 From the Customer
You will defend us against any third-party claim, and pay the resulting damages and costs awarded or agreed in settlement, to the extent it arises from Customer Content, from your use of the Services in breach of section 5, or from your instructions or settings, except to the extent the claim is caused by our breach of these Terms.
14.3 How claims are handled
The party seeking defence must tell the other promptly, let it control the defence and settlement, and cooperate reasonably at its expense. No settlement may admit fault by, or impose an obligation on, the defended party without its consent.
These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada that apply there, without regard to conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The courts located in Victoria, British Columbia, have exclusive jurisdiction over any dispute arising from these Terms or the Services, and both parties consent to their jurisdiction. Either party may seek urgent injunctive relief in any court with jurisdiction to protect its Confidential Information or intellectual property.
Changes to these Terms. We may update these Terms and will give administrators at least 30 days' notice of a material change by email or in the Services. A change that materially disadvantages you takes effect only at your next renewal, and you may opt out of that renewal at any time before it begins, unless the law or a security need requires the change sooner. Changes do not alter a signed order form unless both parties agree.
Entire agreement. These Terms, any order form and the documents they refer to are the whole agreement about the Services and replace earlier versions of these Terms.
Publicity. Neither party will use the other's name or logo in marketing without written consent.
Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition or sale of substantially all of its assets.
Events beyond our control. Neither party is liable for a delay or failure caused by events beyond its reasonable control, other than a failure to pay.
Severability and waiver. If a provision is unenforceable, it is limited to the minimum extent necessary and the rest remains in effect. Not enforcing a provision is not a waiver of it.
Relationship. The parties are independent contractors.
Notices. Notices to Sidian go to [email protected], or by mail to 1824 Store Street, Second Floor, Victoria, BC V8T 4R4, Canada. We send notices to your account administrators' email addresses.
Content on sidian.io, including articles, comparisons and resources, is general information about our products and the problems they address. It is not legal advice, may not reflect the latest developments, and is not a promise about how the Services will perform for you. Your order form and these Terms set out what we commit to.