Sidian Dataguard Terms of Service

Last Updated: Dec 9, 2025

Welcome to Dataguard. These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "User", or "You") and SIDIAN TECHNOLOGIES CORP. ("Sidian", "Company", "We", "Us").

PLEASE READ CAREFULLY: THESE TERMS CONTAIN IMPORTANT PROVISIONS REGARDING THE LIMITATION OF OUR LIABILITY AND YOUR USE OF ARTIFICIAL INTELLIGENCE.

1. Nature of Service & Commercial Use

Dataguard is a compliance support platform provided by Sidian that utilizes Artificial Intelligence (AI) to analyze data sharing parameters and identify potential regulatory risks.

B2B Service Only

You acknowledge that Dataguard is a tool designed for businesses and professional organizations only. You represent and warrant that you are purchasing and using the Service for commercial or professional purposes, and not as a consumer for personal, family, or household use.

Educational & Assistive Tool

The Service is designed to be educational and assistive. Its purpose is to educate your decision-making process by flagging potential risks. It is not a "set and forget" automated compliance officer. It is designed to surface information so that a qualified human can make the final determination.

2. The Role of Artificial Intelligence

Our Service utilizes advanced generative AI and Machine Learning models (including third-party models) to process your data. To ensure you use the platform safely and effectively, you must understand the following technical realities:

2.1. Probabilistic, Not Deterministic

AI models are probabilistic. This means they predict the "most likely" answer based on patterns, but they do not "know" the law in a deterministic way.

  • The Risk: The AI may occasionally generate "hallucinations"—results that look factually correct and authoritative but are false or irrelevant.
  • The Strategy: You agree to treat the AI output as a draft or a suggestion, never as a final legal fact.

2.2. Third-Party Dependencies

Sidian may utilize third-party Large Language Models (LLMs) and cloud infrastructure (e.g., OpenAI, AWS, Azure) to deliver the Service.

  • You acknowledge that Sidian has no direct control over the uptime, model updates, or intrinsic behaviors of these third-party providers.
  • Sidian is not liable for errors, outages, or sudden deprecations caused by these underlying third-party technologies.

3. "Human-in-the-Loop" Requirement

This is the most critical part of our agreement. To transform AI suggestions into compliant actions, human judgment is required. By using Sidian, you agree to the following workflow:

1

Review

You or your compliance officer will review every output generated by Sidian.

2

Verify

You will verify the specific legal citations or compliance flags against your internal policies and local laws.

3

Decide

You acknowledge that you are the final decision-maker. Sidian provides the map, but you drive the car.

Waiver: If you rely on Sidian's output without human review, and that output results in a compliance breach, fine, or data leak, you agree that Sidian bears no responsibility for that outcome.

4. Intellectual Property & Data Use

4.1. Your Data

You retain all ownership rights to the data you upload ("User Data"). You represent that you have the legal right to upload this data for processing.

4.2. Output Ownership

Sidian assigns to you all rights, title, and interest in the specific reports and compliance suggestions generated for you ("Output").

4.3. Service Improvement (Anonymized Data)

To ensure our AI learns from mistakes and improves its educational accuracy for all users, you grant Sidian a license to use anonymized and aggregated metadata derived from your usage for the sole purpose of machine learning training and system improvement. We will never share your raw confidential data or Personal Identifiable Information (PII) with other clients.

5. No Legal Advice

Sidian is a software company, not a law firm. Dataguard and the Service, including all AI outputs, templates, and suggestions, are for informational purposes only. They do not constitute legal advice or create an attorney-client relationship. You should consult with your own legal counsel or Data Protection Officer (DPO) regarding your specific compliance obligations.

6. Warranties and Disclaimers

The Service is provided "AS IS" and "AS AVAILABLE."

TO THE FULLEST EXTENT PERMITTED BY LAW, SIDIAN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

  • Fitness for a Particular Purpose: We do not warrant that the Service will capture 100% of compliance risks. The regulatory landscape changes faster than software models can update.
  • Accuracy: We do not warrant that the AI Output will be error-free.
  • Non-Infringement: We do not warrant that the use of the Service ensures your immunity from third-party lawsuits or regulatory fines.

7. Limitation of Liability

Please read this section carefully.

To the maximum extent permitted by applicable law, in no event shall Sidian, its directors, employees, partners, or suppliers be liable for:

  • Indirect Damages: Any indirect, incidental, special, consequential, or punitive damages (including loss of profits, data, use, or goodwill).
  • AI Errors: Any damages resulting from your reliance on inaccurate AI Output.
  • Total Liability Cap: Sidian's aggregate liability for any claims relating to the Service shall be limited to the amount you paid Sidian in the twelve (12) months preceding the claim.

8. Indemnification

You agree to defend, indemnify, and hold harmless Sidian from any claims, damages, liabilities, and expenses (including legal fees) arising from:

  • Your use of the Service;
  • Your violation of these Terms;
  • Any regulatory fines or third-party claims resulting from data sharing decisions you made based on Sidian's assistance.

9. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Any dispute arising from these Terms shall be resolved exclusively in the courts located in Victoria, British Columbia, Canada, and you hereby consent to the personal jurisdiction of such courts.

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