This Trial Period Agreement (“Agreement”) is concluded on the date on which the Client accepts it (“Acceptance Date”) between:
Tailored Intelligence (Pty) Ltd, trading as SilkAI (“SilkAI”); and
Full name / entity name:
Identity / registration number:
Address:
(“Client”).
SilkAI and the Client are each a “Party” and together the “Parties”.
1. Purpose and Trial Access
1.1SilkAI will make the SilkAI platform, application, software, related interfaces, features and documentation (collectively, the “Application”) available to the Client on a limited, non-exclusive, non-transferable, revocable and temporary basis for evaluation and testing only.
1.2The trial commences on the Acceptance Date and continues until the earlier of:
1.2.1fourteen (14) calendar days after the Acceptance Date; or
1.2.2the Client’s use of tokens having an aggregate value of one hundred South African Rand (ZAR100.00),
(the “Trial Period”).
1.3The Trial Period and the Client’s access to the Application terminate automatically on expiry of the Trial Period, unless the Parties agree otherwise in writing or enter into a separate paid agreement.
1.4SilkAI may suspend or terminate access to the Application during the Trial Period where reasonably necessary to protect the Application, its intellectual property, security, users or legal interests, or where the Client breaches this Agreement.
2. Permitted Use and Restrictions
2.1The Client may use the Application solely for its own internal evaluation and testing during the Trial Period.
2.2The Client may not, and may not permit any other person to:
2.2.1copy, modify, adapt, translate, distribute, sell, lease, sublicense, make available, or commercially exploit the Application;
2.2.2reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, underlying ideas, algorithms, models, prompts or architecture of the Application, except to the extent that such restriction is prohibited by applicable law;
2.2.3access or use the Application to develop, train, test, benchmark or support a competing product or service;
2.2.4circumvent security measures, access controls, token limits or technical restrictions;
2.2.5share login credentials or allow unauthorised persons to access the Application; or
2.2.6use the Application unlawfully, abusively, or in a manner that may impair the Application, infringe another person’s rights, or compromise its security.
3. Intellectual Property
3.1All right, title and interest in and to the Application, including its software, source code, object code, algorithms, models, prompts, workflows, interfaces, user-interface designs, branding, documentation, data structures, technical information, know-how, improvements and related intellectual property, remain vested in SilkAI and/or its licensors.
3.2Except for the limited right of use expressly granted in clause 1, no right, title, interest or licence in the Application or SilkAI’s intellectual property is granted to the Client.
3.3The Client retains ownership of its Client Data, subject to the rights granted to SilkAI under this Agreement to host, process and use Client Data as necessary to provide the Application and administer the Trial Period.
4. Confidentiality and Protection of SilkAI Intellectual Property
4.1“Confidential Information” means all non-public information disclosed or made available by one Party to the other in connection with this Agreement, whether in written, oral, electronic, visual or other form. In SilkAI’s case, Confidential Information includes the Application and all non-public aspects of it, including its source code, object code, algorithms, models, prompts, workflows, technical information, architecture, user-interface designs, product plans, pricing, token allocation, security measures, documentation, trade secrets and intellectual property.
4.2The receiving Party must:
4.2.1keep the disclosing Party’s Confidential Information confidential and protect it using at least reasonable care;
4.2.2use the Confidential Information solely for the purpose of performing or receiving the benefit of this Agreement;
4.2.3disclose Confidential Information only to those of its employees, representatives or professional advisers who need to know it for that purpose and who are bound by confidentiality obligations no less protective than those in this Agreement; and
4.2.4not copy, reproduce, disclose, publish, exploit or use the Confidential Information for any other purpose without the disclosing Party’s prior written consent.
4.3A Party may disclose Confidential Information where required by law, court order or regulatory requirement, provided that, where legally permissible, it gives the disclosing Party prompt written notice and reasonably cooperates to limit the disclosure.
4.4The obligations in this clause 4 survive termination or expiry of this Agreement. The Client’s confidentiality obligations relating to SilkAI survive termination or expiry of this Agreement for a period of 10 years.
5. Data Privacy and Protection
5.1Each Party must comply with applicable data-protection legislation, including the Protection of Personal Information Act, 2013 (“POPIA”), to the extent applicable to that Party’s processing of personal information under this Agreement.
5.2The Client must not upload personal information, confidential information or other Client Data beyond what is reasonably necessary for the Client’s testing and evaluation of the Application during the Trial Period.
5.3The Client is responsible for ensuring that it has the necessary rights, permissions and lawful basis to upload or submit Client Data to the Application.
5.4“Client Data” means data, content, information, documents, prompts or materials submitted to the Application by or on behalf of the Client, excluding feedback governed by clause 6.
5.5The Client must export any Client Data it requires before expiry or termination of the Trial Period. Following expiry or termination of the Trial Period, SilkAI will delete Client Data within seven (7) days, unless:
5.5.1the Parties agree otherwise in writing;
5.5.2retention is required by applicable law; or
5.5.3retention is reasonably necessary for backup, security, fraud-prevention or legal-claim purposes, in which case SilkAI will retain the Client Data only for as long as reasonably necessary for that purpose and subject to appropriate confidentiality and security measures.
6. Feedback
6.1The Client may provide SilkAI with feedback, suggestions, ideas, recommendations or insights relating to the Application (“Feedback”).
6.2The Client grants SilkAI a non-exclusive, perpetual, irrevocable, worldwide, royalty-free right to use, reproduce, adapt, disclose and otherwise exploit Feedback for the purpose of improving, developing, marketing, supporting and providing SilkAI’s products and services, without compensation or other obligation to the Client.
6.3SilkAI’s rights under clause 6.2 do not permit SilkAI to disclose the Client’s Confidential Information or personal information contrary to clause 4 or clause 5.
7. Disclaimer
7.1The Application is made available for evaluation and testing during the Trial Period and is provided on an “as is” and “as available” basis.
7.2To the maximum extent permitted by applicable law, SilkAI does not warrant that the Application will be uninterrupted, error-free, secure, suitable for the Client’s requirements or capable of producing accurate, complete or reliable outputs.
7.3The Client remains responsible for reviewing and independently verifying any output generated by the Application before relying on it.
8. Limitation of Liability
8.1To the maximum extent permitted by applicable law, SilkAI’s aggregate liability arising out of or relating to this Agreement, the Trial Period or the Client’s use of the Application will not exceed one hundred South African Rand (ZAR100.00).
8.2To the maximum extent permitted by applicable law, SilkAI will not be liable for any indirect, incidental, special, consequential or punitive loss or damage, or for any loss of profits, revenue, goodwill, business opportunity, anticipated savings or data, arising out of or in connection with this Agreement, the Trial Period or use of the Application, even if SilkAI has been advised of the possibility of that loss or damage.
8.3Nothing in this Agreement excludes or limits liability to the extent that such exclusion or limitation is not permitted by applicable law.
9. Indemnity
9.1The Client indemnifies and holds harmless SilkAI, its directors, officers, employees, contractors and representatives against claims, losses, damages, liabilities, costs and expenses arising from or connected with:
9.1.1the Client’s unauthorised, unlawful or prohibited use of the Application;
9.1.2Client Data uploaded, submitted or processed by or on behalf of the Client; or
9.1.3the Client’s breach of this Agreement,
except to the extent caused by SilkAI’s breach of this Agreement or unlawful conduct.
9.2The Client’s obligations under this clause 9 are separate from, and are not limited by, the limitation of SilkAI’s liability in clause 8.
10. Termination and Consequences
10.1On termination or expiry of the Trial Period:
10.1.1the Client’s right to access and use the Application ends immediately;
10.1.2the Client must cease using the Application and SilkAI Confidential Information; and
10.1.3clauses which by their nature are intended to survive termination or expiry, including clauses 3, 4, 5, 6, 8, 9 and 11, will survive.
11. General
11.1This Agreement constitutes the entire agreement between the Parties concerning the Trial Period and replaces any prior discussions or understandings relating to its subject matter.
11.2Any amendment or waiver of this Agreement must be in writing and signed or otherwise expressly accepted in writing by both Parties.
11.3If any provision of this Agreement is found unenforceable, the remaining provisions remain in force to the extent permitted by law.
11.4This Agreement is governed by the laws of the Republic of South Africa.
11.5The Parties consent to the jurisdiction of the courts of Gauteng, South Africa, in respect of any dispute arising from or in connection with this Agreement.
11.6The Client may accept this Agreement electronically. Electronic acceptance constitutes the Client’s agreement to be bound by its terms.