Sylk Digital Inc.
Terms and Conditions
1. AGREEMENT TO TERMS
Last updated: 11th April, 2025
These Terms and Conditions, together with the Service Agreement, constitute a legally binding agreement made between the Client identified in the Service Agreement and Sylk Digital Inc. ("Sylk"), concerning Client’s access to and use of the www.sylkdigital.ai (the "Site"). Client agrees that by accessing the Site, Client has read, understood, and agreed to be bound by all of these Terms and Conditions. Sylk reserves the right, in its sole discretion, to make changes or modifications to these Terms and Conditions at any time and for any reason. Sylk will post the updated Terms and Conditions on the Site. Client will be subject to, and deemed to be aware of and to have accepted, any revised Terms and Conditions if Client continues to use the Site after the date such revised Terms and Conditions are posted.
2. CLIENT ACCESS AND CLIENT DATA
Sylk hereby grants Client a non-exclusive, non-transferable right to access the Site and use the Services during the term, solely for use by Client’s authorized users in accordance with these Terms and Conditions. Such use is limited to Client's internal business use. Sylk shall provide to Client the necessary passwords and network links or connections to allow Client to access the Site. For security purposes, the total number of authorized users will not exceed five, except as expressly agreed to in writing by the Parties. Sylk acknowledges that, as between Sylk and Client, Client owns all right, title, and interest, including all intellectual property rights, in and to Client’s data uploaded to the Site. Client hereby grants to Sylk a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and use and display the Client data solely to the extent necessary for Sylk to provide the Services to Client. Notwithstanding the foregoing, all knowledge that Sylk’s artificial intelligence model creates or adapts from learning about Client’s business and the Services provided to Client shall be the property of Sylk.
3. SYLK’S INTELLECTUAL PROPERTY RIGHTS
Client acknowledges that, as between Client and Sylk, Sylk owns all right, title, and interest, including all intellectual property rights, in and to Sylk’s intellectual property, which includes all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics on the Site (collectively, the "Content") and the trademarks, service marks and logos on the Site (the "Marks"), all of which are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws and international conventions. Client shall not use the Services or Site for any purposes beyond the scope of the access granted in these Terms and Conditions. Client shall not at any time, directly or indirectly, and shall not permit its authorized users to: (i) copy, modify, or create derivative works of the Services or Site, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Site; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; or (iv) remove any proprietary notices from the Services or Site.
4. CLIENT REPRESENTATIONS
By using the Site, Client represents and warrants that:
(1) all registration information Client submits will be true, accurate, current and complete;
(2) Client will maintain the accuracy of such information and promptly update such registration information as necessary;
(3) Client will comply with these Terms and Conditions;
(4) Client will not access the Site through automated or non-human means, whether through a bot, script or otherwise;
(5) Client will not use the Site for any illegal or unauthorized purpose; and
(6) Client’s use of the Site will not violate any applicable law or regulation.
(7) Client has obtained from its prospective customers the consent required by the TCPA or other applicable law to allow Sylk to contact those prospective customers on Client’s behalf.
If Client provides any information that is untrue, inaccurate, not current or incomplete, Sylk has the right to suspend or terminate Client’s account and prohibit Client from any and all current or future use of the Site.
5. CLIENT REGISTRATION
Client must register with the Site in order to use it. Client is responsible to maintain the security of its password for access to the Site and will be responsible for all use of Client’s account and password. Sylk reserves the right to remove, reclaim or change a username Client selects if Sylk determines, in its sole discretion, that such username is inappropriate, obscene or otherwise objectionable.
6. CONFIDENTIALITY
From time to time during the Term, either Client or Sylk (as the "Disclosing Party") may disclose or make available to the other (as the "Receiving Party") information about its business affairs and services, confidential information and materials comprising or relating to intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and, whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that at the time of disclosure: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 6 by the Receiving Party or any of its representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its representatives prior to being disclosed by or on behalf of the Disclosing Party; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's Confidential Information; or (e) is required to be disclosed pursuant to applicable law. The Receiving Party shall, for three years from receipt of such Confidential Information: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person, except to the Receiving Party's representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. The Receiving Party shall be responsible for any breach of this Section 6 caused by any of its representatives. If the Parties have signed a separate nondisclosure agreement, that document shall supersede this Section 6 with respect to the treatment of Confidential Information.
7. CANCELLATION
In the event Services are terminated by either Party, Client shall pay for all appointments scheduled through the Services through the effective date of termination.
8. PROHIBITED ACTIVITIES
Client may not access or use the Site for any purpose other than that for which Sylk makes the Site available. As a user of the Site, Client agrees not to:
Use any information obtained from the Site in order to harass, abuse or harm another person.
Use the Site in a manner inconsistent with any applicable laws or regulations.
Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses or other material that interferes with use and enjoyment of the Site or modifies, impairs, disrupts, alters or interferes with the use, features, functions, operation or maintenance of the Site.
Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots or similar data gathering and extraction tools.
Attempt to impersonate another user or person or use the username of another user.
Interfere with, disrupt or create an undue burden on the Site or the networks or services connected to the Site.
Harass, annoy, intimidate or threaten any of our employees or agents engaged in providing any portion of the Site to Client.
Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site or any portion of the Site.
Copy or adapt the Site's software, including Flash, PHP, HTML, JavaScript or other code.
Except as permitted by applicable law, decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Site.
Except as may be the result of standard search engine or Internet browser usage, use, launch, develop or distribute any automated system, including any spider, robot, cheat utility, scraper or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
Use the Site as part of any effort to compete with Sylk.
9. WARRANTIES AND WARRANTY DISCLAIMER
Sylk warrants that the Services (i) will be provided in compliance with all applicable laws; and (ii) do not contain any virus or other malicious code. EXCEPT FOR THE FOREGOING WARRANTIES, THE SERVICES ARE PROVIDED "AS IS" AND SYLK HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. SYLK SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.
10. SUBMISSIONS
Client acknowledges and agrees that any questions, comments, suggestions, ideas, feedback or other information regarding the Site ("Submissions") provided by Client to Sylk are non-confidential and shall become Sylk’s sole property. Sylk shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to Client. Client hereby waives all rights to any Submissions, and Client hereby warrants that any such Submissions are original to Client or that Client has the right to submit such Submissions. Client hereby waives any recourse against Sylk for any use of Client’s Submissions.
11. PRIVACY POLICY
Sylk cares about data privacy and security. Please review Sylk’s Privacy Policy: https://www.sylkdigital.ai/privacy-policy. By using the Site, Client agrees to be bound by Sylk’s Privacy Policy, which is incorporated into these Terms and Conditions. Please be advised the Site is hosted in the United States. If Client accesses the Site from any other region of the world with laws or other requirements governing personal data collection, use or disclosure that differ from applicable laws in the United States, then through Client’s continued use of the Site, Client is transferring Client’s data to the United States, and Client agree to have Client’s data transferred to and processed in the United States.
12. TERMINATION BY SYLK
WITHOUT LIMITING THE TERMINATION RIGHTS OF THE PARTIES UNDER THE AGREEMENT OR ANY OTHER PROVISION OF THESE TERMS AND CONDITIONS, SYLK RESERVES THE RIGHT TO, IN ITS SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THESE TERMS AND CONDITIONS OR OF ANY APPLICABLE LAW OR REGULATION. SYLK MAY TERMINATE CLIENT’S USE OR PARTICIPATION IN THE SITE OR DELETE CLIENT’S ACCOUNT AND ANY CONTENT OR INFORMATION THAT CLIENT POSTED AT ANY TIME, WITHOUT WARNING, IN SYLK’S SOLE DISCRETION.
If Sylk terminates or suspends Client’s account for any reason, Client is prohibited from registering and creating a new account under Client’s name, a fake or borrowed name, or the name of any third party, even if Client may be acting on behalf of the third party. In addition to terminating or suspending Client’s account, Sylk reserves the right to take appropriate legal action, including pursuing civil, criminal and injunctive redress.
13. MODIFICATIONS AND INTERRUPTIONS
Sylk reserves the right to change, modify or remove the contents of the Site at any time or for any reason in its sole discretion without notice. Sylk has no obligation to update any information on the Site. Sylk also reserves the right to modify or discontinue all or part of the Site without notice at any time. Sylk will not be liable to Client or any third party for any modification, price change, suspension or discontinuance of the Site. Sylk cannot guarantee the Site will be available at all times. Sylk may experience hardware, software or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays or errors. Sylk reserves the right to change, revise, update, suspend, discontinue or otherwise modify the Site at any time or for any reason without notice to Client. Client agrees that Sylk has no liability whatsoever for any loss, damage or inconvenience caused by Client’s inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms and Conditions will be construed to obligate Sylk to maintain and support the Site or to supply any corrections, updates or releases in connection therewith.
14. GOVERNING LAW
These Terms and Conditions and Client's use of the Site are governed by and construed in accordance with the laws of the State of Delaware. This applies to agreements made and to be performed entirely within Delaware, without considering its conflict of law principles. The Parties expressly disclaim the application of the United Nations Convention on the Sale of Goods.
15. DISPUTE RESOLUTION
Informal Negotiations
To expedite dispute resolution and control costs related to any dispute, controversy, or claim concerning these Terms and Conditions (each a "Dispute"), both Client and Sylk agree to first attempt informal negotiations for at least thirty (30) days before initiating arbitration. Informal negotiations begin upon written notice from one Party to the other.
Binding Arbitration
Any Dispute arising from or related to the Agreement or its breach will be resolved through arbitration administered by the American Arbitration Association according to its Commercial Arbitration Rules. The arbitrator's judgment can be entered in any court with appropriate jurisdiction. The arbitration will take place in San Francisco, California. Each Party will provide relevant documents upon request, and there will be no additional discovery. The prevailing Party, as determined by the arbitrator, will be awarded all reasonable costs and fees, including arbitrators' fees, administrative fees, travel expenses, and attorney fees.
Disputes related to the Site must be initiated within one (1) year from when the cause of action arises.
Exceptions to Informal Negotiations and Arbitration
The following Disputes are not subject to informal negotiations or binding arbitration:
- Disputes concerning intellectual property rights.
- Disputes related to theft, piracy, invasion of privacy, or unauthorized use.
- Claims for injunctive relief.
If this provision is deemed illegal or unenforceable, any Dispute falling under that category will be decided by a court in San Francisco County, California, where the Parties consent to personal jurisdiction.
16. CORRECTIONS
The Site may contain typographical errors, inaccuracies, or omissions, including descriptions, pricing, and availability. Sylk reserves the right to correct such errors and update the Site at any time without prior notice.
17. LIMITATIONS OF LIABILITY
Under no circumstances will Sylk or its directors, employees, or agents be liable to Client or any third party for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit, revenue, or data, arising from Client’s use of the Site, even if Sylk has been advised of such potential damages. Sylk’s liability to Client, regardless of the cause, is limited to the amount paid by Client to Sylk during the six (6) months preceding the cause of action. Some U.S. state and international laws do not allow limitations on implied warranties or exclusions of certain damages. If applicable, these laws may limit or alter the applicability of these disclaimers or limitations.
18. INDEMNIFICATION
Sylk shall indemnify and defend Client against any losses, damages, or liabilities arising from any third-party claim that Sylk’s intellectual property, or the use of Services under these Terms, infringes upon third-party rights. Client must promptly notify Sylk of such claims, cooperate at Sylk's expense, and allow Sylk to control the defense and settlement of such claims.
Client shall indemnify and defend Sylk against losses arising from third-party claims due to:
- Client’s use of the Site.
- Client’s breach of these Terms and Conditions, including representations and warranties.
- Client’s violation of third-party rights, including privacy rights.
Sylk may assume the defense of any claim at Client’s expense, and Client agrees to cooperate at their own expense. Sylk will make reasonable efforts to notify Client of any such claims.
19. DATA SECURITY/RESTRICTIONS ON USE
Sylk will use reasonable safeguards to ensure the confidentiality and integrity of Client data and prevent unauthorized access. Sylk complies with GDPR, SOC 2, and the Australian Privacy Act. Client data will only be used to deliver Services and will not be shared with third parties unless required by law.
20. DATA BACKUPS
Sylk will maintain certain data for managing the Site’s performance. Although regular backups are performed, Client is responsible for all data transmitted. Sylk is not liable for data loss or corruption and Client waives any claims related to such data issues. Clients can download their data at any time.
21. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
By visiting the Site, sending emails to Sylk, or completing forms, Client consents to receive electronic communications. Client agrees that all communications, agreements, and records from Sylk via email or the Site satisfy legal requirements for written communications. Client consents to the use of electronic signatures, contracts, orders, and records and waives any legal requirement for non-electronic records.
22. FORCE MAJEURE
Neither Party will be held liable for delays or failures in performance due to Force Majeure events, including fire, flood, war, strike, government order, or disruptions to internet communications. The affected Party must notify the other Party and will be excused from performance for the duration of the Force Majeure event. Both Parties must cooperate to resolve or mitigate the cause of the Force Majeure.
23. MISCELLANEOUS
These Terms, along with any related policies or operating rules on the Site, constitute the entire agreement between Client and Sylk. A failure to enforce any right or provision will not waive that right. If any provision is deemed unlawful or unenforceable, it will be severed, and the rest of the Terms will remain enforceable. There is no joint venture, partnership, or employment relationship between the Parties due to these Terms or Site usage. Sylk may assign its rights and obligations to others.
24. CONTACT SYLK
For complaints or more information about the Site, contact Sylk at:
Sylk Digital Inc.
Email: [email protected]
Phone: +1 604 600 3121
+1 604 600 3121