Self-Serve Subscription Terms

These Self-Serve Subscription Terms (these “Terms”) govern access to and use of the Slate Platform and related services offered by Slate Digital Inc., a Delaware corporation having a principal place of business at 347 Fifth Avenue Suite 1402-553, New York, NY 10016 (“Slate”). By creating an account, purchasing a Subscription, clicking to accept these Terms, or otherwise accessing or using the Services, you agree to these Terms on behalf of yourself or the organization for which you are acting. If you are accepting these Terms on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms. In that case, “Customer,” “you” and “your” refer to that organization. These Terms may be updated from time to time as described in Section 12.13 [Changes to these Terms].

1. TERM; SUBSCRIPTION; RENEWAL

   1. Term and Subscription. These Terms become effective when Customer creates an Account, purchases a Subscription, clicks to accept these Terms, or otherwise first accesses or uses the Services (the “Effective Date”). The applicable paid subscription period begins on the date the applicable Subscription fee is charged and continues for the monthly or annual period selected by Customer at checkout (each, a “Subscription Period”), unless earlier suspended or terminated in accordance with these Terms.

   2. Automatic Renewal; Cancellation. Unless Customer cancels its Subscription before the end of the then-current Subscription Period, the Subscription will automatically renew for an additional Subscription Period of the same length at Slate’s then-current applicable rate. Customer may cancel at any time through its Account settings or another cancellation mechanism made available by Slate. Cancellation is effective at the end of the then-current Subscription Period, and Customer will continue to have access through that date unless access is earlier suspended or terminated in accordance with these Terms.

      
      

2. SCOPE OF SERVICES

   1. Services. Slate will provide Customer access to the Slate Platform and the functionality, features and services included in the self-service subscription tier selected by Customer at checkout (collectively, the “Services”), subject to these Terms. The applicable subscription tier, billing frequency, number of seats, price and other applicable commercial terms will be displayed to Customer at or before checkout.

   2. Right to Access and Use the Slate Platform. 

      1. Subject to Customer’s compliance with these Terms and payment of applicable fees, Slate grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable Subscription Period to access and use the Slate Platform and Services for Customer’s internal business or personal purposes, as applicable, and as otherwise expressly permitted under these Terms. Nothing in these Terms will be interpreted or construed as a sale, purchase, or assignment of the Slate Platform or other Slate Property. Customer and its Authorized Users must also comply with Slate’s Acceptable Use Policy, available at https://slateteams.com/acceptable-use-policy, as updated in accordance with these Terms.

      2. Customer may allow individuals whom Customer authorizes (“Authorized Users”) to access the Slate Platform using unique login credentials, subject to the number of seats included in or purchased for Customer’s Subscription. Customer is responsible for Authorized Users’ access to and use of the Slate Platform and their compliance with these Terms. Customer will not permit multiple individuals to share a single Authorized User login. Customer represents that it and each Authorized User are at least 18 years old.

      3. Customer is responsible for maintaining the confidentiality and security of its Account credentials and will promptly notify Slate of any unauthorized access to or use of the Account. An Account administrator is authorized to act on Customer’s behalf in connection with the Account, including inviting or removing Authorized Users, purchasing additional seats and otherwise administering the Subscription. Customer is responsible for charges incurred through actions taken by its Account administrators and will cooperate with Slate in preventing or terminating unauthorized use.

   3. Use Restrictions. Customer will not, and will not permit or authorize Authorized Users or other third parties to: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, provide on a service bureau basis, or otherwise commercially exploit or make the Slate Platform available to any third party except as expressly permitted by these Terms; (b) modify or make derivative works based on the Slate Platform except through functionality expressly made available by Slate; (c) circumvent or disable technological or security measures; (d) send spam or other unlawful unsolicited communications; (e) submit, transmit or store unlawful, infringing, fraudulent, deceptive, abusive, harmful or otherwise prohibited material; (f) send or store viruses or other harmful code; (g) interfere with or disrupt the integrity, security or performance of the Slate Platform; (h) attempt to gain unauthorized access to the Slate Platform or related systems or networks; (i) reverse engineer, decompile or otherwise attempt to derive source code, underlying structure or algorithms of the Slate Platform, except to the extent such restriction is prohibited by applicable law; (j) access or use the Slate Platform, Service or Output to develop, train or improve a product, service or machine learning model that competes with Slate; (k) violate any applicable law or third-party right; or (l) use the Services in violation of the Acceptable Use Policy or applicable Third Party Terms.

   4. Third Party Services and Licensed Content. The Services may include, integrate with or provide access to software, products, platforms, services, content or materials provided by third parties (“Third Party Services”), including third-party AI services, licensed music, sound effects and stock assets. Customer’s and Authorized Users’ use of Third Party Services is subject to the terms, restrictions, acknowledgements, license terms and disclaimers applicable to such Third Party Services (“Third Party Terms”), and Customer will ensure compliance with those Third Party Terms. Third-party content is licensed, not sold, and may be used only within the scope of Slate’s applicable rights from the provider. Without limiting the foregoing, music and sound effects made available by Epidemic Sound US Inc. are subject to Epidemic Sound’s applicable end-user terms, available in Appendix A and incorporated into these Terms by reference. Customer may use such content only as permitted under those terms and may not make the underlying licensed content available on a standalone basis or use it for AI training, text/data mining or similar machine-learning purposes except to the extent expressly permitted by Epidemic Sound.

   5. Updates; Support; No SLA. Slate may update, modify, replace or discontinue features or functionality of the Slate Platform from time to time. Slate may provide support resources or technical assistance in its discretion, but no particular support level or response time is guaranteed. THE SERVICES ARE PROVIDED WITHOUT ANY SERVICE-LEVEL COMMITMENT, UPTIME GUARANTEE OR SERVICE CREDITS. Any service-level agreement or uptime commitment applies only where expressly agreed by Slate in a separate written enterprise agreement, and no public statement, marketing material or historical uptime information creates a service-level commitment under these Terms.

   6. Free Trials. Slate may offer free trials in its discretion. A free trial does not automatically convert into a paid Subscription unless Slate expressly informs Customer otherwise before the trial begins. At the end of the trial, access to paid functionality may be disabled unless Customer purchases a Subscription. Free trials are provided “as is” and “as available,” without service-level commitment, warranty or guarantee, and may be modified, suspended or terminated by Slate at any time.

      
      

3. COMPENSATION, TAXES AND PAYMENT

   1. Subscription Fees; Payment Authorization. In consideration for access to the Services, Customer will pay the fees displayed at or before checkout for the Subscription and any additional seats or other purchases authorized through the Account. Monthly Subscriptions are charged in advance at the beginning of each monthly Subscription Period, and annual Subscriptions are charged in full in advance for the applicable annual Subscription Period. By providing a payment method and purchasing a Subscription, Customer authorizes Slate and its payment processor (currently Stripe) to charge that payment method for the initial Subscription fee, renewals, additional seats or other authorized purchases, and applicable taxes and other disclosed charges.

   2. Taxes. All fees payable by Customer to Slate are exclusive of applicable taxes, duties, levies or similar governmental assessments. Customer is responsible for all such amounts associated with its purchase or use of the Services, other than taxes based on Slate’s net income. Slate or its payment processor may collect applicable taxes as required by law.

   3. Renewal Charges; Price Changes; Refunds; Chargebacks. Unless Customer cancels timely, Slate may charge the applicable renewal fee at the beginning of each renewal Subscription Period. Slate may change Subscription fees from time to time and will provide at least thirty (30) days’ advance notice before an increased price is charged. Customer may cancel before the increased price takes effect; continued use after the effective date constitutes acceptance to the extent permitted by applicable law. Except as required by applicable law or expressly stated otherwise by Slate, Subscription fees, credits, usage purchases and other amounts paid are nonrefundable and non-creditable. A chargeback, payment reversal or failure to pay amounts due may result in suspension or termination of the Account.

   4.  Add-Ons. Customer may purchase additional products, features, capacity, usage entitlements or other add-ons made available through the Slate Platform from time to time, including additional seats, storage and AI credits (collectively, “Add-Ons”). Slate may charge Customer for Add-Ons at the price displayed at the time of purchase, including on a prorated basis for the remainder of the then-current Subscription Period where applicable. Any recurring Add-On will renew with Customer’s Subscription at Slate’s then-current applicable price unless canceled in accordance with the applicable terms presented at purchase.

      
      

4. INDEPENDENT CONTRACTOR

The relationship between Customer and Slate under these Terms is that of independent contractors, and nothing in these Terms will be construed to create a partnership, joint venture, fiduciary, employer-employee, or agency relationship. These Terms are non-exclusive, and Slate may provide services similar to the Services for others. Neither Party is authorized to make any representation, contract or commitment on behalf of the other Party.

5. INTELLECTUAL PROPERTY RIGHTS

   1. Rights to Slate Property. Notwithstanding any other provision herein, as between Customer and Slate, Slate is and shall remain the sole and exclusive owner of all right, title and interest in and to the Slate Platform and any hardware, software, networks, content, data, know-how, ideas, techniques, processes, features, functionalities, interfaces, systems, documentation and other information and materials provided by or on behalf of Slate or used to develop or provide the Slate Platform or Services (excluding Customer Content, Customer-owned Output to the extent provided in Section 6.4, and Third-Party Content), including all modifications, enhancements and derivative works thereof (collectively, “Slate Property”) and all intellectual property and proprietary rights therein. Customer acquires no rights in Slate Property except as expressly granted in these Terms.

   2. Customer Content. As between Customer and Slate, Customer retains ownership of data, text, images, video, audio, fonts, materials, prompts, instructions, files and other content submitted, uploaded, transmitted or otherwise provided to Slate by or on behalf of Customer or an Authorized User (“Customer Content”). Customer grants Slate, its affiliates and service providers a worldwide, non-exclusive, sublicensable right to host, reproduce, process, modify, transmit, display and otherwise use Customer Content as reasonably necessary to (a) provide, operate, maintain and secure the Services; (b) generate Output and provide requested functionality; (c) improve the Services; and (d) develop, train, test and improve Slate’s artificial-intelligence and machine-learning models and systems. This license applies to free trials and paid self-service Subscriptions. There is no contractual opt-out from Slate’s use of Customer Content for AI/model training under the standard self-service offering, except to the extent an opt-out or right to object is required by applicable law. Slate’s rights in Third-Party Content included in Customer Content are limited to rights Slate or Customer is legally permitted to grant.

   3. Rights to Aggregate Data. Notwithstanding Section 5.2, Slate, its affiliates and their service providers may use, copy, store, modify and otherwise exploit aggregated or de-identified data derived from access to or use of the Slate Platform, including Customer Content, provided that such data does not identify Customer or any Authorized User as the source.

   4. Customer-Owned Output. Subject to applicable law, as between Slate and Customer, Customer owns content generated specifically for Customer through the Services in response to Customer Content or instructions (“Output”), excluding Slate Property, Third-Party Content and materials owned by others. Customer acknowledges that Output generated by artificial-intelligence systems may not be unique and that the same or similar output may be generated for other users. Customer’s ownership of Output does not grant Customer any rights in Slate Property or Third-Party Content incorporated into or used in connection with such Output.

   5. Customer Marks. Customer grants Slate a limited, non-exclusive right to use Customer’s trade names, trademarks, service marks, logos and other business identifiers (“Customer Marks”) as reasonably necessary to provide the Slate Platform and Services and display Customer Content and Output as contemplated under these Terms.

   6. Ownership of Feedback. Slate shall exclusively own any suggestions, ideas, feedback, error identifications or other information related to the Slate Platform or Services, or the use thereof, provided by Customer or Authorized Users, and may use and exploit such feedback without restriction or obligation.

   7. AI Features and Third-Party AI Providers. Slate may use artificial-intelligence and machine-learning technologies provided by Slate or third-party providers. Customer Content may be shared with third-party AI service providers in connection with providing the Services. Those providers may process Customer Content under their own terms and practices, including, where applicable, for development or training of their models. Slate makes no representation or warranty regarding how third-party providers have built or trained their models. Deleting Customer Content or an Account does not require Slate to remove Customer Content from, or retrain, models already trained using such Customer Content, except to the extent required by applicable law.

      
      

6. CONFIDENTIALITY

   1. Definition.  Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose, whether orally or in writing, non-public or proprietary data or information, which at the time of disclosure either (a) is marked as “Confidential” or “Proprietary”, or (b) is otherwise reasonably identifiable as the confidential or proprietary information of the Disclosing Party (“Confidential Information”). Confidential Information shall not include information that is (i) in the public domain through no fault of the Receiving Party; (ii) obtained independently from a third party without an obligation of confidentiality to the Disclosing Party and without breach of these Terms; or (iii) independently developed by the Receiving Party without reference to the Confidential Information of the Disclosing Party. For the avoidance of doubt, at all times, Slate Property shall be deemed to be Confidential Information of Slate.  

   2. Survival of Obligation.  The obligations in this Section will continue during the term of these Terms and for five (5) years after the cancellation or expiration of Customer’s Subscription or termination of these Terms. 

   3. Permitted Disclosure.  Notwithstanding Section 6.1, Customer and Slate shall be permitted to disclose relevant aspects of the other’s Confidential Information to its employees, contractors, and agents, to the extent such disclosure is not restricted under any laws or these Terms and only to the extent that such disclosure is reasonably necessary for the performance of the Party’s duties and obligations (or the determination, preservation or exercise of its rights and remedies) under these Terms; provided, that for each such disclosure the Disclosing Party shall cause the Confidential Information to be protected, held in confidence and only used by any such recipient for the purposes permitted under these Terms. 

   4. Compelled Disclosure.  Notwithstanding Section 6.1, these Terms shall not restrict any disclosure of Confidential Information pursuant to any law; provided, that the Receiving Party (to the extent it is legally permitted) shall give prior notice to the Disclosing Party so that the Disclosing Party may seek an appropriate protective order or other remedy or waive the provisions of these Terms, and the Receiving Party shall cooperate with the Disclosing Party to obtain such protective order.  

   5. Remedies.  The Parties agree that a breach by one Party of these obligations of confidentiality will result in the substantial likelihood of irreparable harm and injury to the other Party for which monetary damages alone would be an inadequate remedy, and which damages are difficult to measure accurately.  Accordingly, without limiting any other rights or remedies, the Parties agree that the non-breaching Party shall have the right, in addition to any other remedies available, to obtain immediate injunctive relief as well as other equitable relief allowed by the federal and state courts.  

   
   

7. ACCREDITATION/PROMOTIONS

Either Party, subject to the other’s reasonable approval, may describe its role in relation to the other and, if applicable, the Services provided to the other Party on its website and in other promotional materials.

Slate retains the right to publish and display the affiliation with Customer on Slate websites, apps, or in media for the purposes of recognition of creative excellence or professional advancement, and to be credited with the Services provided.

8. WARRANTIES AND DISCLAIMER

   1.  Customer Representations and Warranties. Customer represents and warrants to Slate that: (a) Customer has full power and authority to enter into these Terms and, if an individual accepts these Terms on behalf of an organization, such individual has authority to bind that organization; (b) Customer and its Authorized Users are at least 18 years old; (c) Customer and its Authorized Users will comply with applicable laws in connection with use of the Services; (d) Customer has all rights, licenses, permissions, notices and consents necessary to submit and use Customer Content and to permit Slate, its affiliates and service providers to process and use Customer Content as contemplated by these Terms, including for AI/model training as described herein; and (e) Customer has obtained all necessary rights and consents relating to third-party intellectual property, personal data, and any third-party name, likeness, image, voice or other identifying characteristic included in Customer Content. Customer is solely responsible for the accuracy, quality, legality, reliability and appropriateness of Customer Content and for its use of Output.

   2. AI Features; Service Availability. Certain features of the Services use artificial-intelligence or machine-learning technologies provided by Slate or third-party providers. Customer acknowledges that AI-generated Output may be inaccurate, incomplete, misleading, offensive, non-unique or otherwise unsuitable and must be independently reviewed by Customer before use or publication. Slate may transmit Customer Content to third-party AI service providers in connection with providing the Services, and such providers may process Customer Content subject to their own terms and practices, including, where applicable, for development or training of their models. Slate does not represent or warrant how a third-party AI provider has developed or trained its models or how such provider will use Customer Content except to the extent Slate expressly agrees otherwise. Deletion of Customer Content or termination of an Account does not require Slate to delete Customer Content from, undo, retrain or otherwise modify models trained using such Customer Content before deletion, except to the extent required by applicable law.

   3. Disclaimer.  EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SLATE PLATFORM, SERVICES, AI FEATURES, OUTPUT AND THIRD-PARTY CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SLATE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE OR ACCURATE. SLATE DOES NOT WARRANT THE ACCURACY, COMPLETENESS, UNIQUENESS OR RELIABILITY OF AI-GENERATED OUTPUT.

      
      

9. INDEMNIFICATION

   1. Slate Obligation. Slate will defend or settle, at Slate’s option and expense, any third-party claim brought against Customer alleging that the Slate Platform, as provided by Slate and used in accordance with these Terms, infringes the third party’s United States patent or registered copyright existing as of the Effective Date (“Slate IP Claim”) and will pay damages finally awarded by a court or amounts agreed in a settlement approved by Slate; provided that Customer promptly notifies Slate and gives Slate sole control of the defense and settlement. Slate has no obligation to the extent a Slate IP Claim results from: (i) modification of the Slate Platform by or on behalf of Customer; (ii) Third Party Services or Third-Party Content; (iii) combination or use of the Slate Platform with software, data or materials not provided by Slate, including Customer Content; or (iv) use of the Slate Platform in violation of these Terms. If Slate reasonably believes a Slate IP Claim is likely, Slate may modify or replace the affected portion, obtain a license for continued use, or, if neither is commercially reasonable, terminate access to the affected portion and refund any unused prepaid Subscription fees allocable to that portion. This Section states Slate’s entire liability and Customer’s sole remedy for a Slate IP Claim.

   2. Customer Obligation. Customer will indemnify, defend and hold harmless Slate, its affiliates and their respective officers, directors, agents, representatives and employees from and against third-party claims, losses, liabilities, damages and reasonable attorneys’ fees arising out of or relating to (a) Customer Content or Customer Marks; (b) Customer’s or an Authorized User’s use of the Services in violation of these Terms, the Acceptable Use Policy or applicable Third Party Terms; (c) Customer’s breach of its representations, warranties or obligations concerning rights, licenses, notices and consents required for Slate or its service providers to use Customer Content as contemplated by these Terms, including for AI/model training; or (d) any claim relating to third-party intellectual property, privacy, publicity, likeness, voice, personal data or other rights arising from Customer Content or Customer’s use of Output.

   
   

10. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SLATE, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES AND THIRD-PARTY PROVIDERS WILL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS, INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL OR ANTICIPATED SAVINGS; (C) FOR ANY MATTER BEYOND SLATE’S REASONABLE CONTROL; OR (D) FOR AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO SLATE FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, IN EACH CASE WHETHER OR NOT SLATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Nothing in this Section limits liability that cannot lawfully be limited.

11. SUSPENSION AND TERMINATION

    1. Suspension. Slate may suspend or restrict Customer’s or any Authorized User’s access to all or part of the Slate Platform or Services, with or without prior notice, if Slate reasonably believes that: (a) Customer or an Authorized User has violated these Terms, the Acceptable Use Policy or applicable Third Party Terms; (b) Customer has failed to pay amounts due or has initiated a chargeback or payment reversal; (c) use of the Services creates a security, legal or operational risk; (d) suspension is necessary to prevent harm to Slate, the Services, another user or a third party; or (e) Slate is required to do so by law or by an applicable third-party provider.

    2. Termination; Customer Cancellation. Customer may cancel its Subscription as provided in Section 1.2. Slate may terminate an Account or Subscription for a material or repeated violation of these Terms or the Acceptable Use Policy, including conduct that Slate reasonably determines presents material legal, security or platform-integrity risk. Unless required by applicable law, Customer is not entitled to a refund where Slate terminates for Customer’s breach. Slate may also discontinue the applicable self-service offering upon reasonable notice, in which case Slate will refund any unused prepaid Subscription fees for the discontinued period, except where discontinuation results from Customer’s breach or circumstances for which no refund is required by applicable law.

    3. Effect of Cancellation or Termination. Cancellation or expiration of Customer’s Subscription, termination of Customer’s Account, or termination of these Terms does not affect rights and obligations accrued before the applicable effective date. Upon the effective date of such cancellation, expiration or termination, (a) Customer and Authorized Users will cease access to and use of the Services except to the extent Slate permits continued access through the end of a paid Subscription Period; (b) Customer may lose access to Customer Content stored in the Services; (c) Slate will delete Customer Content within thirty (30) days after access ends, subject to any retention required by applicable law and as further described in the Privacy Policy, available at https://slateteams.com/privacy, as updated from time to time; (d) deletion does not require Slate to retrain or modify models previously trained using Customer Content except as required by applicable law; and (e) rights in Third-Party Content and completed productions incorporating Third-Party Content will be governed by the applicable Third Party Terms. Customer remains responsible for amounts accrued before the applicable effective date.

       
       

12. MISCELLANEOUS 

    1. Dispute Resolution; Arbitration.  Except for disputes eligible for small claims court and claims seeking injunctive or equitable relief for actual or threatened infringement or misuse of intellectual property, any dispute, claim or controversy arising out of or relating to these Terms or the Services (“Dispute”) will be resolved by binding arbitration on an individual basis administered by the American Arbitration Association (“AAA”) under its applicable rules. The AAA Consumer Arbitration Rules will apply to any Dispute that qualifies as a consumer dispute under those rules, and the AAA Commercial Arbitration Rules will apply to other Disputes. Before commencing arbitration, the initiating party will provide written notice of the Dispute and the parties will attempt in good faith to resolve it for at least thirty (30) days. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY AGREES THAT CLAIMS MAY BE BROUGHT ONLY IN THAT PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. Customer may opt out of this arbitration and class-action waiver by providing written notice to Slate at support@slateteams.com within thirty (30) days after Customer first accepts these Terms. The opt-out notice must identify Customer and the applicable Account and clearly state that Customer elects to opt out of arbitration.

    2. Governing Law.  These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws rules. Except for Disputes subject to arbitration under Section 12.1, the state and federal courts located in Delaware will have exclusive jurisdiction over disputes arising out of or relating to these Terms or the Services. Nothing in these Terms limits any non-waivable rights or protections available under applicable consumer-protection, privacy or other mandatory law.

    3. Notice.  Slate may provide notices to Customer through the Services, by email to the address associated with the Account, or through another reasonable electronic method. Legal notices to Slate must be in writing and sent to the address below or to another address Slate designates by notice. Customer is responsible for keeping its Account contact information current.  If to Customer: the email address and other contact information associated with Customer’s Account.

    4. Force Majeure.  Slate will not be liable for any failure or delay in performance of its obligations under these Terms, or for damages caused thereby, if such failure or delay is caused or contributed to by circumstances beyond Slate’s reasonable control, including acts of God, terrorism, acts of public authority, injunction, war, embargo, labor disputes, failure or delay of suppliers or carriers, failure of public utilities, Internet or cloud-service failures, epidemics, pandemics, casualty or natural disaster, provided that Slate uses commercially reasonable efforts to mitigate the effect where practicable.

    5. Assignment.  Customer may not assign or transfer these Terms without Slate’s prior written consent. Slate may assign these Terms to an affiliate or in connection with a merger, reorganization, change of control, or sale or other disposition of all or substantially all of the assets of the business or operations to which these Terms relate.

    6. Severability.  If any provision of these Terms is held invalid, illegal or unenforceable, that provision will be modified or limited to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

    7. Limitation on Actions.  To the fullest extent permitted by applicable law, any legal action brought by Customer arising out of or relating to these Terms or the Services must be commenced within one (1) year after the cause of action arises, or it will be time-barred and waived; provided that this limitation will not apply to the extent a longer period may not lawfully be waived or shortened.

    8. Survival.  The following provisions will survive cancellation or expiration of Customer’s Subscription, termination of Customer’s Account, or termination of these Terms to the extent necessary to give them effect: use restrictions; accrued payment obligations; intellectual property rights; confidentiality; Customer Content and AI/model-training rights; indemnification; limitation of liability; the provisions governing the effect of cancellation or termination; dispute resolution; and other provisions that by their nature are intended to survive.

    9. Construction.  The headings contained in these Terms are for reference purposes only and shall not in any way affect the meaning or interpretation of these Terms.  Whenever the words “include,” “includes” or “including” are used in these Terms, they will be deemed to be followed by the words “without limitation.”

    10. Export Control.  Customer may not use or otherwise export or re-export the Slate Platform except as authorized by United States law and the laws of the jurisdiction(s) in which the Slate Platform was obtained.  Customer represents and warrants that Customer is not (a) located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist sponsoring” country, or (b) listed on any U.S. Government list of prohibited or restricted parties including the Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List.  Customer also agrees that Customer will not use the Slate Platform for any purposes prohibited by United States law.

    11. Privacy and Data Processing.   Slate’s collection, use and processing of personal information, including the circumstances in which Slate acts as a controller, business, processor or service provider, are described in Slate’s Privacy Policy and, where applicable, its Data Processing Addendum. Customer is responsible for providing notices and obtaining consents required by applicable law with respect to personal information contained in Customer Content. Slate may use subprocessors and third-party service providers as described in its Privacy Policy, DPA or applicable subprocessor list.

    12. Intellectual Property Complaints.  Complaints regarding alleged infringement of intellectual property rights may be submitted to Slate at support@slateteams.com.

    13. Changes to these Terms. Slate may modify these Terms from time to time. If Slate makes a material change that adversely affects Customer’s rights or obligations, Slate will provide reasonable advance notice by email, through the Services, or by another reasonable means. Unless otherwise stated in the notice, revised Terms will become effective on the date specified in the notice. If Customer does not agree to a material change, Customer may cancel its Subscription before the change becomes effective. Customer’s continued use of the Services after the effective date constitutes acceptance of the revised Terms, to the extent permitted by applicable law.

    14. Entire Agreement; Incorporated Policies. These Terms, together with the policies expressly incorporated by reference, constitutes the entire agreement between Slate and Customer concerning the self-service Services and supersedes prior or contemporaneous agreements and representations concerning those Services. The following are incorporated by reference: Slate’s Acceptable Use Policy at https://slateteams.com/acceptable-use-policy, Privacy Policy at https://slateteams.com/privacy, Data Processing Addendum at [DPA URL], and applicable third-party end-user terms identified in the Services or these Terms. No waiver of any provision will be effective unless made by the party against whom the waiver is asserted, and a waiver in one instance is not a continuing waiver.

    15. Waiver.  No waiver of any provision of these Terms, whether by conduct or otherwise, will be deemed a further or continuing waiver of that provision or any other provision.

End of document

Appendix A- Epidemic Sounds End-User Terms

1. Any use of Epidemic Sound’s music pieces and/or sound effects made available in the Application (the “Licensed Works”) by you as the end-user of the Application (“End-User”) is subject to these End-User License Terms. If you have a subscription or otherwise have been granted a license directly from Epidemic Sound, such subscription or license might grant you additional rights.

2. Subject to the limitations and restrictions set forth below, you as the End-User are hereby granted a non-exclusive, non-transferable, and non-sublicensable license for your own use, including use by you on behalf of your employer, organization or clients:

1. to make copies (including the synchronization right) of the Licensed Works for the purposes of including them, in whole or part, with your video productions created within the Application (“End-User Productions”) during such time as such Licensed Works are available within the Application; and 

2. to make any End-User Productions created in the Application containing any Licensed Works available worldwide within the Application and all online media, including websites, apps, and social media and video sharing platforms, but excluding commercial streaming and/or download services (e.g. OTT, AVOD, FVOD, SVOD and vMVPD services). End-User Productions so made available in compliance with these terms, may remain published in perpetuity. Completed End-User Productions may be delivered to, and used by, your employer, organization or clients within the media described above, without a separate Epidemic Sound subscription.

3. You may only use the Licensed Works under and subject to the rights and licenses granted under or in accordance with this Agreement, for the purposes of creating End-User Productions. All rights not expressly granted hereunder are reserved. In particular and without limiting the generality of the foregoing, you are not entitled to:

1. use any Licensed Work in (i) TV shows, (ii) feature films or documentaries, (iii) radio productions or similar, (iv) vignettes/theme songs, or (v) corporate identification material (meaning sound-logos);

2. use the Licensed Works in connection with any material or otherwise in a manner or context that is defamatory, illegal or inciteful of an illegal act; racist; derogatory or discriminating against any person based on for example race, nationality, religion, ethnic identity, gender, gender identity or sexual orientation; that constitutes encouragement of violence or use of weapons; or that is pornographic. The Customer Productions shall comply with any applicable laws and regulations. Moreover, the Customer may not use the Licensed Works in connection with political content, such as the promotion, advertisement or endorsement of any party, candidate or elected official; and “adult videos” and promotion of adult entertainment venues, escort services, or the like;

3. make available, or in any other way exploit any Licensed Work:

   1. for the purpose of making the Licensed Works (in whole or in part) available on a stand-alone basis, meaning that the Licensed Work(s) must not comprise the primary value of an End-User Production (e.g. a single still image combined with a compilation of complete music pieces);

   2. in a way that allows third parties to download and/or otherwise access or use the Licensed Works on a stand-alone basis (e.g. in digital templates or other applications enabling end users to synchronize or otherwise combine the Licensed Works with other content) or in any way that enables users to create or order on-demand products (e.g., in electronic greeting cards or ringtones);

   3. in any way that involves (i) uploading the Licensed Works to any music recognition system; (ii) performing on the Licensed Works any form of text and/or data mining (TDM); or (iii) the development of any software program, including, but not limited to, training a machine learning or artificial intelligence (AI) system or in connection with any other application of machine learning analysis or similar technologies; or

   4. in any way to (i) repackage the Licensed Works or upload/use them (in whole or in part) as audio samples, sound libraries, sound effects, or music beds for any purpose; or (ii) distribute or otherwise exploit the Licensed Works as your property.

4. incorporate any End-User Production containing any Licensed Works in a software application or video game. 

4. You may be able to clear your End-User Productions in accordance with the instructions provided from time to time, ensuring that you are able to monetize the End-User Productions on platforms allowing this. Epidemic Sound reserves the right to fully monetize unlicensed use of the Licensed Works on YouTube and/or other platforms. Epidemic Sound further reserves the right to demonetize any End-Productions containing Licensed Works that are not correctly cleared. Epidemic Sound will have no responsibility, and will not reimburse you, for any demonetization of End-User Productions by Epidemic Sound for any period prior to such End-User Productions having been correctly cleared for monetization. Please note that in relation to certain platforms, Epidemic Sound may use systems to correctly identify use of, or claim ownership of, the Licensed Works in content, including your End-User Productions, uploaded to such platforms, e.g. to ensure correct attribution, but such identification does not affect your right to monetize your End-User Productions on such platforms.

5. All rights and licenses granted hereunder are non-exclusive, non-transferable, non-assignable and non-sublicensable (except as otherwise expressly set forth herein). 

6. When making End-User Productions available to the public you must provide credits - to the extent reasonably possible, in relation to uses where it is standard practice to do so or if credits are provided for other music or content providers - in a form substantially similar in form and substance to the following: “Artist’s Name / Title of Music Pieces / courtesy of Epidemic Sound”. The above credit will, if possible, be displayed as a hyperlink to www.epidemicsound.com.