Checkbox Trial Agreement

Purpose. We make the Services available to you for the fees (if any) and on the other terms set out in the Trial Order Form, so you can evaluate them in a trial or sandbox environment, including with your real data in accordance with Section 5, before deciding whether to become a long-term customer. It is for your internal evaluation only, and not for any production, commercial, operational or business-critical purpose, or any reliance in the conduct of your business (collectively referred to as the “Trial”).

Term. This Agreement commences when you first accept it or access the Services (whichever is earlier) and continues for the trial period set out in the Trial Order Form or, if none is specified, for as long as you access or use it as a trial or sandbox environment (the “Trial Period”), unless ended earlier under Section 14 or superseded by the Commercial Terms under Section 1.4. Subject to the Trial Order Form, we may set, communicate or change a maximum trial duration, impose or change reasonable usage limits (for example on storage, users or activity), and expire inactive accounts in our sole and reasonable discretion, and with notice to you.

No obligation. Other than paying the fees (if any) set out in the Trial Order Form, you are under no obligation to buy anything from us, and the Trial does not automatically convert into a subscription. No support, professional services, implementations, integrations, service-level or availability commitments apply except as expressly stated in this Agreement, the SLA or the Trial Order Form, or as otherwise communicated to you by us in writing.

Becoming a long-term customer. You may choose to become a long-term customer at any time, during the Trial Period or after it ends, by entering into our then-current Master Services Agreement (“MSA”) located online at https://www.checkbox.ai/legal/master-services-agreement#s19 and an applicable Order Form (the “Commercial Terms”), which will govern your commercial use of the Services and will automatically terminate and supersede this Agreement upon the effective date of the MSA. If you enter into the Commercial Terms during the Trial Period, or after it ends but before your Trial Data has been deleted under Section 5.5, your Trial Data, content and configurations may carry over to your account under the Commercial Terms and may not be deleted under Section 5.5.

Order of precedence. For the Trial, if there is any conflict, the Trial Order Form prevails over this Agreement, and this Agreement prevails over the incorporated documents (below), except that the Data Processing Addendum prevails in relation to the processing of Personal Information; when the Commercial Terms take effect, the MSA and its incorporated documents, policies, agreements and SLAs, prevail over this Agreement.

Fees. You must pay the fees for the Trial (if any) set out in the Trial Order Form, in accordance with its payment terms. Unless the Trial Order Form says otherwise, fees are exclusive of taxes and are non-refundable.

The following Checkbox documentation also applies to your use of the Services during the Trial Period, and are incorporated by reference:

Grant. Subject to this Agreement, Checkbox grants you, for the Trial Period only, a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence for you and your Authorised Users to access and use the Services solely for your internal evaluation of it. You may not reverse engineer, create competitive products or solution, decompile, exploit, commercialize, share, display, publish, disseminate, create derivative works from the Checkbox solutions, products, materials or services.

Authorised Users. Only Authorised Users may access the Services. You are solely liable and responsible for your Authorised Users' access and use, and for their acts and omissions in connection with the Services as if they were your own. You shall not add an Authorised User who is a competitor to Checkbox.

Suspension and Termination of License. Checkbox may suspend, limit or revoke the licence or the trial in accordance with Sections 10 or 14. Upon the expiration of the Trial Period, all licenses granted herein will automatically be revoked and terminated.

You shall only use the Services to evaluate its features and suitability for your organisation and for internal business use.

You shall not, and must not permit any other person to: (a) use the Services to provide services to, or process data on behalf of, any third party, or on a service-bureau, outsourcing, hosting or time-sharing basis; (b) resell, sublicense, rent, lease, distribute or otherwise make the Services available to any third party other than your Authorised Users; (c) copy, exploit, commercialize, modify, adapt, translate or create derivative works of the Services, the Checkbox IP or any Checkbox content or materials; (d) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, underlying models or algorithms of the Services; (e) use or incorporate the Services, or any proprietary information, confidential information and/or intellectual property owned by Checkbox to build, train or improve a competing product or service, or for competitive benchmarking; (f) remove, alter or obscure any proprietary or other notice on the Services; (g) circumvent or disable any security, usage or access control, or access the Services other than through the interfaces we provide; or (h) introduce any malicious code, or use the Services unlawfully, in breach of a third party's rights, or in any way that may damage, disable, overburden or impair it.

Third-party integrations. If you connect any third-party product, service or data to the Services, you are solely and exclusively responsible for all damages and/or liabilities that arise from or relate to the third-party service or product, and you shall comply with all third-party terms and conditions. You are also responsible and liable for all development, integration work, costs and expenses associated with any third-party integration you request or need for the Trial during the Trial Period. Checkbox is under no obligation to provide implementation or integration services or support during the Trial Period.

Trial Data. You may evaluate the Services using dummy, synthetic or fully de-identified data (“Test Data”), or your real, live or production data, including your Confidential Information and Personal Information (“Customer Data”) (Test Data and Customer Data together, “Trial Data”). Customer Data is your Confidential Information, and we will protect, use and disclose it only in accordance with Section 11 and only to the extent reasonably necessary to provide, support, secure and maintain the Trial. Any Personal Information you input will be handled in accordance with the Data Processing Addendum and Privacy Policy referenced in Section 2, and you must ensure you have provided all notices and obtained all consents required under Applicable Privacy Law for that processing. Unless otherwise explicitly approved in writing by us, you must not, and must not permit any other person to, input, upload, submit or otherwise process through the Services any: (a) ‘sensitive personal information’ as understood by Applicable Privacy Law; or (b) health, financial, government, payment-card, biometric or other special-category or regulated data. This does not relieve you (or your Authorised Users) of your obligations under this Section 5, and as between us, you remain responsible for the Trial Data you input.

Trial environment and SLA. The Services are provided for the Trial in accordance with the SLA referenced in Section 2. Service credits under the SLA are not included in the Trial, and no service credits, discounts, refunds or rebates will be offered or honoured during the Trial Period.

Your responsibility and warranty. You are solely responsible for ensuring everything you and your Authorised Users Input complies with Section 5.1, and for the content and legality of that data. You warrant that you have all rights necessary to collect, use, share and process the data you submit through the Services, and that its use does not and will not breach any law or obligation owed to any person, agency, authority or entity.

Enforcement. If we reasonably suspect you (or any of your Authorised Users) have breached this Trial Agreement, we reserve the right to immediately suspend or end the Trial or sandbox experience, and delete the affected Trial Data with notice to you.

Deletion. Unless you have entered into the Commercial Terms in accordance with Section 1.4, we will delete all Trial Data within 90 days after the Trial Period ends or this Agreement is terminated, in accordance with the Data Processing Addendum referenced in Section 2. So that you can choose to become a long-term customer after the Trial Period without losing your data, we will not delete Customer Data within the first 30 days after the Trial Period ends, unless you ask us to or Section 5.4 applies. Other than as set out in this Section 5.5 and Section 1.4, we are under no obligation to retain, return, back up, export, archive or provide access to such Trial Data. You are responsible for keeping your own copy of any Trial Data or other data you need.

We may collect and use account, configuration, usage and telemetry data about how the Services is accessed and used to operate, secure, support, analyse and improve it.

We may create, own and use de-identified and aggregated data derived from the use specified in Section 6.1, provided it does not identify you or any individual (including an Authorised User) and we do not attempt to re-identify it.

Our IP. The Services, its software, and all Intellectual Property Rights in them and in all related documentation, content, templates, models, data, materials, work product, deliverables, development, features, services, products, improvements, derivative works, notes, source code, trademarks, logos, trade-dress, copyright, and any updates or improvements, are and remain exclusively owned by Checkbox and any applicable licensors (“Checkbox IP”). You receive only the licence in Section 3 for the duration of the Trial Period, and acquire no other right, title, license or ownership in and to the Checkbox IP, whether in whole or part, or whether by implication, estoppel or otherwise.

Your inputs and outputs. You retain all rights you hold in the Trial Data you input, upload or otherwise enter into the Services, and you grant us an irrevocable, non-exclusive, worldwide, royalty-free licence to analyze, process, host, copy, process, transmit and display it solely to provide and support the Trial. You own Outputs generated by the Services to the extent they are derived from Inputs owned by you; to the extent an Output incorporates any Checkbox IP (for example a template or model), the Output shall be owned by Checkbox.

Feedback. If you or an Authorised User provides feedback, suggestions or ideas about the Services (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable licence to use, reproduce, modify and otherwise exploit it for any purpose, without restriction or any obligation or payment to you. You need not provide Feedback, and we need not need to consider or use it. To the extent Feedback embodies a work in which an individual holds moral rights, you must ensure that individual consents to our use of it without attribution or assertion of moral rights.

The Services include features that use artificial intelligence and machine learning (“AI / ML Features”), made available for evaluation as part of the Trial. AI / ML Features may require the processing of data via third-party models, which are neither owned, controlled nor operated by us. Those models are provided by their operators and may be changed, replaced or withdrawn at any time and with notice to you; we are not responsible for their acts, omissions, compliance or availability. This Section is in addition to the disclaimers and liability provisions in Sections 12 and 13.

You acknowledge that any Output generated by the AI / ML Features is produced by probabilistic models and: (a) may be inaccurate, incomplete, out of date, biased or fabricated (plausible but wrong), and may not be fit for purpose; (b) is not legal, compliant with regulations or laws, professional or other advice, and creates no lawyer-client relationship, privilege, immunity, advisory or fiduciary relationship; and (c) must not be relied on without verification (you must independently review and verify any Output before acting on it), and so you must ensure a competent human decision-maker remains responsible for any decision informed by it.

Where an Input is processed by a third-party AI provider to deliver the AI / ML Features, that data: (a) will not be made available to the public; (b) will not be used to train or improve the provider's models; (c) will be sent only to the extent needed to perform the Services's functions; and (d) will not be retained by the provider except as required by law or to prevent abuse.

You must not input into the AI / ML Features any data you are not entitled to or have the right to use for artificial-intelligence processing, and must ensure your use of the AI / ML Features and any Output complies with all laws that apply to you. This is in addition to, and does not limit, Section 5. You must not use the AI / ML Features to develop, train or improve a competing model, or attempt to extract, copy or reverse engineer any model, model weights, system prompt or training data underlying the Services. You also must not use the AI/ML features to engage in illegal, fraudulent, negligent, dangerous or malicious acts.

We will issue or enable access credentials for your Authorised Users. You and your Authorised Users must keep all credentials secure and confidential, must not share them, and must use them only to access the Services for the trial.

You are liable and responsible for all activity that takes place under your and your Authorised Users' credentials.

You must notify us promptly if you become aware of or suspect any loss, theft, sharing, unauthorised use or other compromise of a credential, or any unauthorised access to the Services, and must cooperate with us to investigate and stop it.

We may suspend or reset any credential or access we reasonably believe has been compromised or misused.

We may, at any time and acting reasonably, modify, suspend, limit or withdraw the Services or any feature (including any AI / ML Feature or non-public, beta or pre-release feature being tested, but not yet in general access), or change the scope of the Trial, with notice to you where practicable. This Section is subject to Sections 12 and 13.

Each party must protect the other's Confidential Information using at least a reasonable degree of care, use it only for the Trial or sandbox experience, and not disclose it except to personnel and advisers who need it for the Trial or sandbox experience and are bound by confidentiality obligations at least as protective as these. The Services, its features (including any non-public, beta or pre-release features), its performance, any security documentation and Checkbox's pricing and product roadmap, are Checkbox's Confidential Information. Customer Data (as defined in Section 5.1) is your Confidential Information.

These obligations do not apply to information: (a) that is or becomes public other than through breach; (b) was lawfully known before disclosure; (c) is independently developed without use of the Confidential Information; (d) or is lawfully received from a third party without restriction. Disclosure required by law or a regulator is permitted, provided that (where lawful and practicable) the recipient first notifies the disclosing party.

You must not publish or disclose any benchmark, evaluation result or performance assessment of the Services without our prior written consent, given its “as is” and trial nature. Each party may seek injunctive relief to restrain a breach or threatened breach of this Section 11, without proving damage, posting bond, or providing security.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, CONFIDENTIAL INFORMATION, CHECKBOX IP, PROPRIETARY INFORMATION, AI/ML MODELS AND FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE, AND CHECKBOX AND ITS SUPPLIERS MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, ACCURACY OR MERCHANTABILITY. WE DO NOT WARRANT THAT THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTION OR ERROR-FREE, THAT IT WILL MEET YOUR REQUIREMENTS, OR THAT DEFECTS WILL BE CORRECTED OR THAT ANY DATA WILL BE PROTECTED FROM LOSS OR CORRUPTION, BACKED UP OR RECOVERABLE. NO INFORMATION OR ADVICE GIVEN BY CHECKBOX CREATES ANY WARRANTY. NOTHING IN THIS AGREEMENT EXCLUDES ANY STATUTORY RIGHT THAT CANNOT BE EXCLUDED; WHERE SUCH RIGHTS APPLY, AND AT ALL TIMES SUBJECT TO SECTION 12.2 BELOW, ANY STATUTORY WARRANTY IS LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

TO THE EXTENT THE AUSTRALIAN CONSUMER LAW APPLIES, CHECKBOX’S LIABILITY FOR FAILURE TO COMPLY WITH A CONSUMER GUARANTEE IS LIMITED, AT ITS OPTION, TO RESUPPLYING THE RELEVANT SERVICES OR PAYING THE COST OF HAVING THEM RESUPPLIED.

No indirect loss. Subject to Section 12 and to the maximum extent permitted by law, under no circumstances will we be liable to you for any consequential, indirect, special, penalties, fees, exemplary, punitive, or incidental loss, or any loss of profit, loss of data, loss of revenue, anticipated savings, loss of time, goodwill, business opportunity, or corruption of data, however arising, whether in contract, tort (including negligence and gross negligence), under statute, equity, law, contract or otherwise, and including where the loss arises from our wilful misconduct or fraud. To the maximum extent permitted by law, our liability is limited to actual, direct damages.

Cap. Subject to Sections 12 and 13.3 and to the maximum extent permitted by law, Checkbox’s total aggregate liability arising out of or in connection with this Agreement and the Trial is limited to the greater of: (a) the fees paid by you for the Trial; and (b) US$50,000. This cap applies in aggregate to all claims, however arising, including in contract, tort (including negligence and gross negligence), under statute or otherwise, and including claims arising from wilful misconduct or fraud.

Exclusions. Nothing in Sections 13.1 or 13.2 limits your liability to us, including but not limited to your (and your Authorised Users’): (a) breach of Section 4 (Restrictions); (b) Section 5 (Trial Data); (c) Section 11 (confidentiality); (d) and any infringement of Checkbox IP (Section 7).

Indemnity. To the maximum extent permitted by law, you will defend, indemnify and hold harmless Checkbox and its affiliates, and its officers, directors, employees and agents, from and against any and all liabilities, claims, demands, actions, damages, losses, costs and expenses (including reasonable legal fees and costs) arising out of or in connection with: (a) your and your Authorised Users’ access to our use of the Services; (b) your data, your Inputs or your Outputs, including any claim that they infringe or violate any third party’s rights or any law; (c) your breach of this Agreement or violation of any applicable law; and (d) any use of the Services through your account that is not permitted by this Agreement. This indemnity is not subject to the cap in Section 13.2. To avoid doubt, we have no obligation to defend, indemnify or hold you, your Authorised Users, or any other person harmless for anything under or in connection with this Agreement or the trial.

Suspension. We may suspend or limit your access where we reasonably consider it necessary to address: (a) a security risk; (b) a suspected breach by you or a violation of law; (c) unlawful, prohibited, or abusive use; (d) to protect the Services, our other users or any person; or (e) to comply with law or a regulator, acting reasonably and proportionately.

Termination. Subject to the Trial Order Form, either party may end this Agreement at any time on notice by emailing the other party at the nominated email address (see Section 15.3 (Notices). We may suspend or terminate your access immediately if you breach this Agreement or upon the termination of this Agreement, or expiration of the Trial Period.

Effect. On termination or expiry: (a) all rights and/or licenses to access and use the Services will automatically terminate and be revoked immediately; (b) you must stop using and return or destroy the Checkbox’s IP and/or Confidential Information (subject to any retention required by law); and (c) your Trial Data will be retained or deleted in accordance with Sections 1.4 and 5.5.

Survival. Sections 1.4, 1.5, 1.6, 2.1, 4, 5.3–5.5, 6, 7, 8, 11, 12, 13, 14.2–14.4 and 15, and any Section that by its nature should survive, survive termination or expiry.

Compliance. You must comply with all applicable laws in using the Services, including export-control, sanctions and anti-corruption laws and modern slavery laws and you represent and warrant that you and your Authorised Users are not subject to, or located in a country subject to, applicable sanctions or export restrictions. You further represent and warrant that you will not use the Services for any activities that amount to “modern slavery” or engage in activities alone, or have in your supply chain, suppliers who engage in activities that amount to “modern slavery” as that term is commonly understood.

Changes to these terms. We may update these trial terms from time to time. If we make a material change during your Trial Period, we will give you reasonable notice by email; if you do not accept the change, you may end the trial under Section 14.2.

Notices. Notices must be in writing. We may give notice by email to your account address associated with the Services and you may give notice to us at legal@checkbox.ai. Electronic notices are valid and are treated as received when sent, unless the sender is aware delivery failed.

Assignment. You must not assign or transfer this Agreement without our prior written consent. We may assign or novate it to an affiliate of ours, or in connection with a merger, acquisition, reorganisation or sale of our business, with notice to you.

Force majeure. Neither party is liable for a failure or delay caused by an event beyond its reasonable control, including fire, flood, natural disaster, pandemic, war, civil unrest or third-party service failures. This does not extend the Trial Period unless we agree to it in writing.

Waiver and severance. A right is waived only in writing; a delay in exercising a right is not a waiver. If a provision is void, voidable or unenforceable, it is read down or, if it cannot be, severed, without affecting the rest.

Entire agreement. This Agreement, with the Trial Order Form and the documents, agreements and policies incorporated in Section 2, is the entire agreement as it relates to the Trial, and supersedes prior discussions and agreements, whether oral or written.

Relationship. The parties are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship.

Governing law. Where Checkbox US is the relevant contracting entity, the laws of the State of Delaware apply and the parties submit to the exclusive jurisdiction of the Delaware courts. Otherwise, where Checkbox AU is the relevant contracting entity, the laws of New South Wales, Australia apply and the parties submit to the exclusive jurisdiction of the New South Wales courts.

Electronic acceptance. This Agreement is made available online and is accepted electronically. Acceptance by clicking “I accept” (or a similar button), by signing a Trial Order Form that references this Agreement, or by accessing the Services is as effective as a signature, and this Agreement does not need to be signed separately.

In this Agreement, capitalised terms have the meaning given where they first appear. In addition:

Interpretation: (a) “including” and “for example” are not words of limitation; (b) the singular includes the plural; (c) a reference to a statute includes amendments and successor provisions; (d) a reference to a party includes its successors and permitted assigns; (e) headings and the summary box do not affect interpretation.