Slate Master Terms of Services Agreement
This Slate Master Terms of Service Agreement was last updated on November 11, 2021. Please check back periodically for updates and changes.
By accessing the Slate Platform and/or registering to receive access to the Services, You acknowledge that You have read and understood this Agreement and that You accept and agree to be bound by the Agreement in full. If You do not agree to this Agreement, do not access the Slate Platform or use any portion of the Services. The use of an electronic signature process to accept and sign this Agreement, such as Your indication of acceptance of this Agreement and the representations and warranties herein contained by a click-through or click-wrap process presented on a Slate website, shall constitute effective execution and delivery of this Agreement.
In consideration of the premises and mutual promises contained in the Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Customer and Slate agree as follows:
1.1. Term of Agreement. Unless earlier terminated pursuant to Section 12, the initial term of this Agreement shall begin on the Effective Date and shall continue through the term set forth in the Order Document (“Initial Term”). Upon expiration of the Initial Term, the term of this Agreement shall automatically renew for additional periods of one (1) year each (each a “Renewal Period”), unless either Party provides the other Party with notice of its intent not to renew at least sixty (60) days prior to expiration of the Initial Term or the then-current Renewal Period (as applicable). The Initial Term and each Renewal Period shall collectively be referred to as the “Term.”
1.2. Term of Order Document. Unless earlier terminated pursuant to Section 12, the initial term of each Order Document (as defined below) shall begin on the applicable effective date of the Order Document and shall continue for a period of one (1) year thereafter, or such other term as set forth in such Order Document (the “Initial Order Term”). Upon expiration of the Initial Term of an applicable Order Document, the term of such Order Document shall automatically renew for additional periods of one (1) year each (each, an “Order Extension Period”), subject to changes in pricing based on Slate’s then-current rates, unless either Party provides the other Party with notice of its intent not to renew at least sixty (60) days prior to expiration of the Initial Term or the then-current Order Extension Period. The Initial Order Term and each Order Extension Period shall collectively be referred to as (the “Order Term”).
2. SCOPE OF SERVICES
2.1. Services. Slate will use commercially reasonable efforts to provide to Customer the Services and, if any, the deliverables (“Deliverables”) specifically identified in each order document executed by the Parties hereunder (each, an “Order Document”), subject to the terms and conditions of this Agreement and any additional terms and condition set forth in an applicable Order Document. All Order Documents shall be in writing and executed by both Parties and shall be incorporated into, and governed by, this Agreement. Unless stated otherwise herein, in the event of any inconsistency between this Agreement and an Order Document, the provisions of the Order Document shall prevail.
2.2. Right to Access and Use the Slate Platform.
(b) To the extent Customer has paid for access by Customer Users (as defined below), Customer may allow Customer Users to access the Slate Platform using a unique login ID and password for each Customer User. Customer is responsible for the Customer Users’ access and use of the Slate Platform and their compliance with this Agreement. Customer is fully responsible for maintaining the confidentiality of the login credentials of Customer Users. Customer shall not allow multiple individuals to share one common login credential. “Customer User” means the employees of Customer who are authorized by Customer to access and use the Slate Platform in accordance with this Agreement.
(c) Customer will prevent any unauthorized use of the Slate Platform and immediately notify Slate of any unauthorized use that comes to Customer’s attention. If there is unauthorized use by anyone who obtained access to the Slate Platform, directly or indirectly, through Customer, Customer will take all steps reasonably necessary to terminate the unauthorized use. Customer will cooperate and assist with any actions taken by Slate to prevent or terminate any unauthorized use of the Slate Platform.
2.3. Use Restrictions. Customer will not, and will not permit or authorize Customer Users or other third parties to: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, reproduce, provide on a service bureau basis or otherwise commercially exploit, make available or allow any third party to access the Slate Platform in any way; (b) modify or make derivative works based on the Slate Platform; (c) create Internet “links” to the Slate Platform or “frame” or “mirror” the Slate Platform; (d) use any part of the Slate Platform to send spam or otherwise duplicative or unsolicited messages in violation of applicable law; (e) use any part of the Slate Platform to send or store infringing, obscene, harassing, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights, or to send or store material that promotes bigotry, racism, hatred or harm; (f) send or store viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs within any part of the Slate Platform; (g) interfere with or disrupt the integrity or performance of any part of the Slate Platform or data contained therein; (h) circumvent or disable any technological features or measures in the Slate Platform; (i) attempt to gain unauthorized access to any part of the Slate Platform or its related systems or networks; (j) decipher, decompile or reverse engineer the Slate Platform or otherwise access or attempt to access the Slate Platform in any manner not expressly permitted herein, including accessing the Slate Platform in order to (i) build a competitive product or service, (ii) build a product using ideas, features, functions or graphics similar to those on any part of the Slate Platform, or (iii) view any code or algorithm or copy any ideas, features, functions or graphics of any part of the Slate Platform; (k) disclose any of the confidential aspects of the Slate Platform; (l) use the Slate Platform for any illegal purpose or in violation of any local, state, national, or international law; (m) violate any right of a third party, including by infringing or misappropriating any third party intellectual property right; or (n) use any Third Party Services (defined below) in conjunction with any part of the Slate Platform except in accordance with the Third Party Terms.
2.4. Third Party Services. If Customer accesses or uses certain third party software, products, platforms or services, or accompanying documentation, provided by third party providers in connection with this Agreement or otherwise accessible as part of the Slate Platform (“Third Party Services”), such access or use is subject to and governed by the terms and conditions applicable to such Third Party Services, including any applicable acknowledgements, license terms and disclaimers contained therein (the “Third Party Terms”). Customer shall and shall ensure that Customer Users comply with the applicable Third Party Terms. In the event of a conflict between this Agreement and the Third Party Terms, the Third Party Terms will control with regard to Customer’s and any Customer User’s use of the relevant Third Party Services. Customer acknowledges that Slate shall not be and is not responsible for any actions, claims or liabilities arising from such Third Party Services, or the failure of Customer to comply with any Third Party Terms.
2.5. Updates and Support. Slate will offer updates to the Slate Platform from time to time during the Term. Customer shall accept all updates, patches, maintenance and service packs (collectively, “Updates”) necessary for the proper function and security of the Slate Platform as such Updates are released by Slate or its third party providers. Slate reserves the right to update, modify, change or remove any functionality of the Slate Platform, in its sole discretion, at any time. Slate will provide reasonable technical support for Customer in its use of the Slate Platform.
3. CHANGE ORDER
If a Party requests a change to an Order Document, the Parties shall execute a written change order (the “Change Order“), which shall identify in reasonable detail: (a) a complete summary of the change requested; (b) the impact on the agreed upon Term; (c) the impact on the Services and Deliverables (if any); and (d) the impact on the fees and expenses, if any. For the avoidance of doubt, all Change Orders are subject to the written approval of Customer and Slate. Slate shall not be responsible for providing any additional services until a Change Order is signed by both Parties.
4. COMPENSATION, TAXES AND PAYMENT
4.1. Compensation. In consideration for the rights granted hereunder and Slate’s performance of the Services and delivery of the Deliverables pursuant to this Agreement, Customer shall (a) pay Slate fees and other compensation set forth in each applicable Order Document in accordance with the payment schedule set forth therein and (b) reimburse Slate for all reasonable out-of-pocket expenses incurred by Slate on behalf of Customer or in connection with the performance of Slate’s duties relating to this Agreement or an Order Document, including travel, lodging, meals, as well as other expenses incurred as a result of travel.
4.2. Taxes. All fees and expenses payable by Customer to Slate do not include any taxes, duties, levies, deductions or similar governmental charges, however designated, which may be imposed by any jurisdiction, including withholding, customs, privilege, excise, sales, use, value-added and property taxes, taxes levied or based upon gross revenue, and taxes based upon the receipt or use of the Services or Deliverables (collectively, “Taxes”). Customer shall be solely and exclusively responsible for the payment of any Taxes and shall pay or reimburse Slate, at Slate’s discretion, for all such Taxes, except for those taxes based upon or measured by Slate’s net income.
4.3. Payment. Unless otherwise specified in an Order Document, all invoiced amounts due from Customer shall be paid in full within thirty (30) days from the invoice date. Expenses will be invoiced to Customer on a monthly basis, as incurred. Customer agrees to provide advance payment of any invoiced third-party costs, as needed by Slate to ensure that Slate is “in funds” prior to issuing third-party payments. If any amount is more than thirty (30) days past due, then Slate may suspend Customer’s access to the Slate Platform and any associated Services and/or terminate this Agreement and any or all Order Documents, without liability, by providing notice to Customer.
5. INDEPENDENT CONTRACTOR
The relationship between Customer and Slate shall, within the context of this Agreement and each Order Document, be that of an independent contractor, and nothing in this Agreement or any Order Document should be construed to create a partnership, joint venture, or employer-employee relationship. Each Party shall, at all times during the term of this Agreement and each Order Document, perform the duties and responsibilities herein without any control by the other Party. Either Party may realize a profit or loss in connection with performing the Services. This Agreement is non-exclusive, and Slate may render services similar to the Services for the benefit of others. Neither Party is an agent of the other Party and neither Party is authorized to make any representation, contract, or contract commitment on behalf of the other Party.
6. INTELLECTUAL PROPERTY RIGHTS
6.1. 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 the Deliverables, and any and all hardware, software, networks, content, data, know-how, ideas, techniques, processes, features, functionalities, and other information and materials provided by or on behalf of Slate or used to develop, incorporated into, or used in provision of the Slate Platform, the Services, or the Deliverables (excluding Customer Data and Customer-Owned Deliverables (as each term is defined below)), in each case including all modifications, enhancements, and derivative works thereof (collectively, the “Slate Property”) and all copyrights, patents, trademarks, trade secrets, and any other intellectual property and proprietary rights in, to or under the Slate Property. Customer shall not acquire any rights in and to such Slate Property or any intellectual property or proprietary rights thereto, except as expressly granted herein. All rights not expressly granted to Customer in this Agreement are reserved and retained by Slate.
6.2. Customer Data. As between Customer and Slate, Customer shall retain ownership and has the necessary rights over any data, content, audio, voice prints, or information, including all fonts and user-generated content, submitted to Slate or the Slate Platform by Customer or Customer Users (“Customer Data”). Customer hereby grants to Slate, its affiliates and their third party providers the right to host, use, process, display and transmit Customer Data to provide the Slate Platform, the Services, and the Deliverables pursuant to and in accordance with this Agreement. Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of the Customer Data, and for making any and all necessary disclosures and obtaining any and all necessary rights, licenses, consents, authorizations and approvals regarding the collections, disclosure, processing, transfer or use of any data or information (including Customer Data) by Slate as contemplated under this Agreement in compliance with all applicable laws, rules and regulations. Upon or within a reasonable time period after expiration or termination, Slate will delete all Customer Data.
6.3. Rights to Aggregate Data. Notwithstanding anything to the contrary contained in Section 6.2, Slate, its affiliates and their third party providers shall have a perpetual, irrevocable right to use, copy, store, modify, or otherwise exploit in any manner any aggregated data or information derived from the access to or use of the Slate Platform by Customer or the Customer Users (including any Customer Data); provided, that such data and information shall not be specifically identifiable to Customer or Customer Users.
6.4. Customer-Owned Deliverables. To the extent any Deliverables are to be owned by Customer (“Customer-Owned Deliverables”), such Customer-Owned Deliverables and all rights thereto shall be specifically and expressly set forth in the applicable Order Document.
6.5. Customer’s Marks. Customer hereby grants to Slate a limited, non-exclusive, non-transferable license to use, reproduce, publish, display, distribute and transmit Customer’s trade names, trademarks, service marks, logos, marks, indicia and other business identifiers (“Customer Marks”), using the Customer Marks as authorized pursuant to Section 8, or as otherwise necessary to provide the Slate Platform, the Services and the Deliverables and display the Customer Data and the Deliverables as contemplated hereunder.
6.6. Ownership of Feedback. Slate shall exclusively own any suggestions, ideas, feedback, error identifications, or other information related to the Slate Platform, the Services, or the Deliverables, or the use thereof, provided, whether orally or in writing, by Customer or Customer Users.
7.1. 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 this Agreement; 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, this Agreement and the Slate Property shall be deemed to be Confidential Information of Slate.
7.2. Survival of Obligation. For Confidential Information that does not constitute a “trade secret” or “confidential information” under applicable law, these confidentiality obligations will expire five (5) years after the termination or expiration of this Agreement. For Confidential Information that constitutes a “trade secret” or “confidential information” under applicable law, including the Slate Property, these confidentiality obligations will continue until such information ceases to constitute a “trade secret” or “confidential information” under such applicable law.
7.3. Permitted Disclosure. Notwithstanding Section 7.1, 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 this Agreement 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 this Agreement; 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 this Agreement.
7.4. Compelled Disclosure. Notwithstanding Section 7.1, this Agreement 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 this Agreement, and the Receiving Party shall cooperate with the Disclosing Party to obtain such protective order.
7.5. 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.
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.
9. WARRANTIES AND DISCLAIMER
Customer represents and warrants to Slate that: (a) Customer is a legal entity duly organized, validly existing and in good standing under the laws of the State of its incorporation or formation and that it has obtained and shall maintain the power and authority to enter into the Agreement; (b) Customer is not a party to any agreement that would prohibit or restrict it from performing its obligations under this Agreement; (c) Customer is not a party to any pending litigation, the resolution of which would be reasonably likely to adversely affect its ability to fully perform its obligations under this Agreement; (d) Customer shall comply with all applicable laws, including any data privacy and protection laws, in the performance of its obligations under this Agreement and its receipt and use of the Slate Platform; (e) Customer has all necessary rights, licenses, approvals, consents, and authorizations necessary to provide the Customer Data and materials for use with the Slate Platform and regarding the collections, disclosure, processing, transfer or use of any data or information (including Customer Data) by Slate as contemplated under this Agreement, in compliance with all applicable laws, rules and regulations; and (f) use by Slate of such Customer Data, as directed by Customer, on and in connection with the Services, will not infringe any trademark, copyright, patent or other intellectual property or proprietary rights of others. In the event that Customer is in breach of any of its obligations under this Agreement, then Slate shall not be responsible for any failure in the Services (including the Slate Platform) resulting as a direct or indirect result thereof and Slate may terminate or suspend support in relation to the Services without prejudice to any pre-existing rights and obligations of either Party.
Slate shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Slate or by third-party providers, or because of other causes beyond Slate’s reasonable control, but Slate shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Slate does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services or the Deliverables.
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SLATE PLATFORM, THE SERVICES AND THE DELIVERABLES ARE PROVIDED “AS IS” AND SLATE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
10.1. Slate Obligation. Slate shall defend or settle, at Slate’s option and expense, any third party claim brought against Customer alleging that the Slate Platform infringes the third party’s United States patent or registered copyrights existing as of the Effective Date (“Slate IP Claim”) and will pay any damages finally awarded by a court or those amounts agreed to in a monetary settlement of such action; provided, that: (a) Customer immediately advises Slate of the claim upon learning of the assertion of the claim; and (b) Slate is given the sole right to control the defense and/or settlement of the claim, in litigation or otherwise. Slate shall have no obligation to defend Customer or pay any amounts for any third party claim pursuant to this Section 10.1, nor be required to pay losses, damages or expenses under this Section 10.1, if Customer agrees to settle any such claim without the prior written consent of Slate or to the extent any Slate IP Claim results from: (i) Customer having modified the Slate Platform; (ii) Third Party Services; (iii) the combination, operation or use of the Slate Platform with software or data not provided by Slate (including any Customer Data); (iv) Slate’s adherence to Customer’s written specifications or requirements; or (v) use of the Slate Platform in violation of this Agreement. In the event Slate becomes aware of a Slate IP Claim, or in the event Slate believes such a Slate IP Claim is likely, Slate may, in its sole discretion, either (1) appropriately modify the Slate Platform or substitute a non-infringing version of the infringing component of the Slate Platform, but, where reasonably possible, maintaining substantially similar functionality of the Slate Platform, or (2) obtain a license to allow for continued use of the Slate Platform. If, after exercising commercially reasonable efforts, Slate is unable to provide either of the remedies stated in subsections (1) and (2), then Slate may require Customer to immediately cease using the infringing portion of the Slate Platform and refund any unused, prepaid fees Customer may have paid for such portion of the Slate Platform. The obligations set forth in this Section 10.1 shall constitute Slate’s entire liability and Customer’s sole remedy for any actual or alleged infringement of proprietary and intellectual property rights.
10.2. Customer Obligation. Customer shall indemnify, defend, and hold harmless Slate from and its respective officers, directors, agents, representatives, and employees from and against any demands, claims, losses, liabilities, proceedings, damages and expenses (including fees for attorneys and other professional advisors) arising out of or in connection with (a) any claim or allegation relating to the Customer Data, Customer Marks, or, to the extent attributable to specifications required by Customer, the Customer-Owned Deliverables; or (b) any breach by Customer or any Customer User of the obligations or requirements set forth in this Agreement (including the restrictions set forth in Section 2.3).
11. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, SLATE, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, AND THIRD PARTY PROVIDERS (INCLUDING TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS) SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO SLATE FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT SLATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. SUSPENSION AND TERMINATION
12.1. Suspension. Slate reserves the right, in its sole discretion, to suspend or terminate Customer’s or any of Customer User’s access to or use of the Slate Platform and the Services, or any portion thereof, with or without prior notice: (a) in response to any violation or suspected violation of the terms and conditions contained herein (including Section 2.3); (b) in response to any violation or suspected violation of the applicable Third Party Terms by Customer or any Customer Users; or (c) if Slate believes that there is a threat to the functionality, security, integrity, or availability of the Slate Platform.
12.2. Termination. This Agreement may be terminated by either Party upon 60 days’ prior written notice following expiration of the last remaining Order Document, or immediately upon notice if the other Party materially breaches this Agreement and such breach is not cured within 60 days following receipt of written notice of such breach.
12.3. Effective of Expiration or Termination. Expiration or termination of this Agreement by either Party shall not affect the rights and obligations of the Parties accrued prior to the effective date of the expiration or termination. Upon expiration or termination of this Agreement, (a) Customer and Customer Users shall immediately cease all access to and use of the Slate Platform provided under this Agreement , and Slate may immediately revoke all login credentials issued to Customer and Customer Users and deny Customer and Customer Users access to and use of the Slate Platform, (b) all Customer Marks will be removed; (c) Customer will immediately destroy all copies, in any form or media, of the Confidential Information within its possession, custody or control; and (d) Customer shall pay Slate any unpaid fees set forth in an associated Order Document for Services provided through the date of termination, unless such termination was in connection with a breach or alleged breach by Slate.
12.4. Notice of Infringement. With respect to Customer’s use of the Slate Platform and Services, Slate assumes no responsibility, and Customer assumes all risk regarding the determination of whether material, including any Customer content is in the public domain, or may otherwise be used by Customer or any Customer User for any purpose. Slate will respond to notices of alleged copyright infringement, and in the event that Slate receives a claim of infringement from a copyright owner, Slate may, but shall not be required to forward one or more such notices directly to Customer. Nothing in this Section 12.4 limits Slate’s rights and powers to inspect Customer content or take other action as permitted under the Agreement. Consistent with federal law, Slate may suspend and, in appropriate circumstances, terminate any Customer who is a copyright infringer. For more information regarding Slate’s policies and procedures addressing copyright infringement, please visit https://slateteams.com/terms-of-use/.
In the event one Party believes the other Party to be in breach of this Agreement (“Dispute”), the aggrieved Party shall notify the other Party or its counsel (“Notice”) of the alleged breach or violation, and the Parties shall attempt in good faith to resolve or clarify the Dispute (“Negotiation”). In the event the Parties are unable to cooperatively resolve the Dispute, they shall attempt, in good faith, to mediate the matter in a mutually acceptable location (“Mediation”), engaging the services of a mediator familiar with subject matter at issue and acceptable to both Parties. Applicable mediation fees shall be borne equally by the Parties. The requirement of Mediation shall be deemed satisfied if the filing Party proposed a qualified mediator and offered to make itself reasonably available during the 60 days following Notice, but Mediation did not take place or conclude within such 60-day period.
The requirements of Mediation and Negotiation may be waived upon mutual written consent of the Parties. Further, notwithstanding the foregoing, either Party may seek injunctive relief against a Party related to the acts or omissions of such Party that breach this Agreement and cause or are likely to cause irreparable harm to the other Party, without the requirement of Mediation or Negotiation.
13.2. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws rules. Customer hereby irrevocably consents to the jurisdiction of the state and federal courts of the State of Delaware for any dispute arising out of or relating to this Agreement or the services hereunder.
Promptly following the written request of Slate, Slate may audit Customer’s compliance with the terms of this Agreement and usage of the Slate Platform, and Customer hereby agrees to provide all reasonable assistance and access to information in order to allow Slate to conduct such audit. Any Slate audit shall not unreasonably interfere with Customer’s normal business operations.
Any notice, request, demand or other communication required or permitted hereunder shall be in writing and shall be deemed given as of the date it is: (a) delivered by hand; (b) received by Registered or Certified Mail, postage prepaid, return receipt requested; or (c) solely to the extent expressly permitted hereunder, delivered by e-mail. All notices and payments to a Party will be sent to the addresses set forth below or to such other address or person as such Party may designate by notice to each other Party hereunder.
If to Slate:
Slate Digital Inc.
347 Fifth Avenue, #1402
New York, NY 10016
If to Customer: the e-mail address used to accept this Agreement.
13.5. FORCE MAJEURE
Slate will not be liable for any failure or delay in performance of any of its obligations under this Agreement, or for any damages caused thereby, if such failure or delay is caused or contributed to by any act of God, terrorism, act of public authority, injunction, war, embargo, strike, lock out, failure or delay of supplier or carrier, failure of public utility, Internet failure, casualty, epidemic, pandemic, or natural disaster, or any other accident, cause, circumstance, or condition, whether pre-existing or supervening and whether similar or dissimilar to the foregoing, that is beyond the reasonable control of Slate, provided, that Slate uses reasonable commercial efforts to avoid such occurrence and minimize its duration.
This Agreement may not be assigned or otherwise transferred by either Party without the prior approval of the other, except no such approval is required for assignment by Slate to an affiliate or in the event of a transfer in a (i) transaction involving a change in control of Slate or (ii) sale or other disposition of all or substantially all of the assets of the business or operations of Slate.
In case any one or more of the provisions contained in this Agreement or any duly executed Order Document shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such provision(s) had never been contained herein, provided that such provision(s) shall be curtailed, limited or eliminated only to the extent necessary to remove the invalidity, illegality or unenforceability.
13.8. SUCCESSORS AND ASSIGNS
The benefits of this Agreement shall inure to the benefit of the Parties, their respective successors, assigns and representatives, and the obligations and liabilities assumed in this Agreement by the Parties shall be binding upon their respective successors and assigns.
13.9. LIMITATION ON ACTIONS
Any legal action brought by Customer arising out of or relating to this Agreement or the services hereunder must be commenced within one (1) year after the cause of action arises, or it will be time-barred and waived. Customer agrees to waive any statute of limitations to the contrary.
13.10. CUMULATIVE REMEDIES
Except where a remedy is expressly identified as an exclusive or sole remedy with respect to a particular situation, the rights of Slate under this Agreement are cumulative, and no exercise or enforcement by Slate of any remedy hereunder will preclude the exercise or enforcement by it of any other right or remedy hereunder, or to which Slate is entitled by law or in equity.
The headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.
The following sections shall survive the expiration or termination of this Agreement: Section 2.3 (Use Restrictions), Section 4.3 (Payment), Section 6 (Intellectual Property Rights), Section 7 (Confidentiality), Section 10 (Indemnification), Section 11 (Limitation of Liability), Section 12.3 (Effective of Termination), and Section 13 (Miscellaneous). In addition, such other terms set forth herein, as the context requires, shall survive the expiration or termination of this Agreement to the extent required to provide full force and effect to the Parties’ obligations and remedies with respect thereto.
The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation.”
13.15. 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.
Slate may amend this Agreement from time to time for any reason or no reason. Except with respect to changes applicable to new functionality, which shall apply immediately, amendments shall be effective upon five (5) days’ notice to Customer. Posting the amended Agreement at https://www.slateteams.com/ (or successor URL) will constitute written notice to Customer, with the notice period starting as of the posting date. If Customer does not agree to the revised Agreement, then Customer may stop using the Slate Platform and Services, Customer’s continued use of the Slate Platform and Services after such notice of such change will constitute Customer’s consent to such changes. Customer may contact Slate to access a prior version of this Agreement.
13.17. ENTIRE AGREEMENT
This Agreement, the exhibits hereto, including any related Order Documents, constitute and contain the entire agreement and final understanding between the Parties concerning the Services and all other subject matters addressed herein or pertaining thereto. Other than with respect to the Parties’ agreement(s) for services that are not referenced herein, this Agreement supersedes and replaces all prior negotiations and all prior or contemporaneous representations, promises or agreements, proposed or otherwise between the Parties, whether written or oral, concerning the Services, and all other subject matters addressed herein or pertaining thereto.
No waiver of any term, provision or condition of this Agreement or any Order Document, whether by conduct or otherwise in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such term, provision or condition, or of any other term, provision or condition of this Agreement.