Cordial Systems - Self-Service Trial Terms of Service

1. Acceptance of Terms

By creating an account or accessing the Cordial Treasury trial environment ("Trial Service"), you ("User") accept these Terms of Service ("Terms") on behalf of the organisation you represent ("Organisation"). By accepting, you warrant that you have the authority to bind the Organisation to these Terms. If you do not have that authority, do not proceed.

These Terms govern access to and use of the Trial Service only. Paid or production use of Cordial Treasury is governed by a separate Master Software and Services Agreement ("MSSA") entered into between Cordial Systems Inc. ("Cordial") and the Organisation.

2. The Trial Period

2.1 Cordial grants the Organisation a limited, non-exclusive, non-transferable right to access and evaluate the Trial Service for 7 days from the date of account creation ("Trial Period").

2.2 The Trial Service is provided free of charge during the Trial Period.

2.3 Cordial may extend or shorten the Trial Period at its discretion with reasonable notice to the User.

3. Permitted Use

3.1 The Trial Service is provided for evaluation purposes only. The Organisation must not use the Trial Service to custody, transfer, or manage live digital assets in a production capacity.

3.2 The Organisation may access the Trial Service only through the interfaces Cordial makes available. Automated access, scraping, or reverse engineering of the Trial Service is prohibited.

3.3 The Organisation must comply with all applicable laws and regulations, including those governing digital assets and financial services in its jurisdiction.

3.4 The Organisation must not use the Trial Service to:

• Store or process assets on behalf of third parties
• Attempt to circumvent security controls or access controls
• Conduct any activity that degrades service performance for other users

4. No Production Use / No SLA

4.1 The Trial Service is a non-production evaluation environment. Cordial makes no uptime, availability, or performance commitments in respect of the Trial Service.

4.2 Cordial provides no Service Level Agreement ("SLA") during the Trial Period.

4.3 The Organisation acknowledges that the Trial Service may be subject to downtime, data resets, or configuration changes without notice.

5. Accounts and Access

5.1 The Organisation is responsible for maintaining the confidentiality of its account credentials and for all activity conducted under its account.

5.2 The Organisation must notify Cordial immediately at security@cordialsystems.com if it becomes aware of any unauthorised access to its account.

5.3 Cordial reserves the right to suspend or terminate access to the Trial Service at any time if it reasonably believes the Terms are being violated.

6. Data and Privacy

6.1 Cordial will process personal data submitted in connection with the Trial Service in accordance with its Privacy Policy https://cordialsystems.com/privacy-policy, which is incorporated into these Terms by reference.

6.2 The Organisation must not submit to the Trial Service any personal data, financial data, or other sensitive data of its customers or end users.

6.3 Cordial may collect usage and telemetry data from the Trial Service for the purposes of product improvement and security monitoring.

7. Intellectual Property

7.1 Cordial retains all intellectual property rights in the Trial Service, including all software, algorithms, and documentation.

7.2 These Terms do not grant the Organisation any licence to Cordial's intellectual property other than the limited right to access the Trial Service during the Trial Period.

7.3 Any feedback, suggestions, or ideas the Organisation provides to Cordial regarding the Trial Service may be used by Cordial without restriction or obligation.

8. Confidentiality

8.1 The Organisation acknowledges that the Trial Service and any non-public information Cordial shares during the Trial Period (including product roadmap, technical architecture, and pricing) is confidential information of Cordial.

8.2 The Organisation must not disclose Cordial's confidential information to third parties without Cordial's prior written consent.

9. Disclaimer of Warranties

THE TRIAL SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CORDIAL DOES NOT WARRANT THAT THE TRIAL SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.

10. Limitation of Liability

10.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CORDIAL'S TOTAL LIABILITY TO THE ORGANISATION IN CONNECTION WITH THE TRIAL SERVICE SHALL NOT EXCEED $0.00. LIMITATION OF LIABILITY IS REVISED UP IN LINE WITH MARKET UPON THE USER'S ACCEPTANCE OF A COMMERCIAL MASTER SOFTWARE AND SERVICES AGREEMENT (MSSA).

10.2 IN NO EVENT SHALL CORDIAL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR DIGITAL ASSETS, ARISING FROM OR IN CONNECTION WITH THE TRIAL SERVICE.

10.3 Nothing in these Terms excludes liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

11. Expiry and Transition

11.1 On expiry of the Trial Period, access to the Trial Service will be suspended automatically.

11.2 Cordial will retain or delete any data generated during the Trial Period in line with the privacy policy and appropriate Cordial Systems' data protection policies.

11.3 If the Organisation wishes to continue using Cordial Treasury in a production capacity, it must enter into a separate MSSA with Cordial. To discuss commercial terms, contact sales@cordialsystems.com.

12. Termination

12.1 Either party may terminate these Terms and the Organisation's access to the Trial Service at any time on written notice.

12.2 On termination, the Organisation's right to access the Trial Service ceases immediately.

12.3 Sections 7 (Intellectual Property), 8 (Confidentiality), 9 (Disclaimer), 10 (Limitation of Liability), and 14 (Governing Law) survive termination.

13. Changes to These Terms

Cordial may update these Terms from time to time. If Cordial makes material changes, it will notify the User by email or in-product notice. Continued use of the Trial Service after the effective date of any update constitutes acceptance of the revised Terms.

14. Governing Law and Jurisdiction

This Agreement shall be governed by and construed under the laws of New York, without reference to principles and laws relating to the conflict of laws. The parties submit to the exclusive jurisdiction of the courts of that jurisdiction for any dispute arising under these Terms.

15. Entire Agreement

These Terms (together with the Privacy Policy) constitute the entire agreement between Cordial and the Organisation in respect of the Trial Service and supersede all prior representations and understandings. In the event of conflict between these Terms and the MSSA, the MSSA shall prevail once executed.