Legal

Terms of Service

Last Revised: October 30, 2024

1. Acceptance of Terms

SlateUp, Inc. ("SlateUp") provides technology-enabled services, including the software offering branded as "SlateUp" and the website at https://www.slateup.co/ as well as other related mobile apps, subdomains, software, content, services and/or platforms, including all versions and upgrades thereto (collectively, the "Services"). Your use of the Services is subject to and governed by the terms and conditions in these Terms of Service (these "Terms"). SlateUp may, at its discretion, update these Terms at any time, and we may require your further consent to any updates to these Terms. You can access and review the most current version of these Terms at https://slateup.co/terms-of-service or by clicking on the link within the Services, or as otherwise made available by SlateUp.

PLEASE REVIEW THESE TERMS CAREFULLY. BY CREATING AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

THESE TERMS REQUIRE FINAL AND BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS, OR YOUR ACCESS TO OR USE OF THE SERVICES, INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THESE TERMS, AND YOU AGREE THAT ANY SUCH CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. PLEASE REVIEW SECTION 14 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM.

If you are entering into these Terms, you represent and warrant that you: (i) are of legal age to form a binding contract; (ii) have the right, authority, and capacity to agree to and abide by these Terms; and (iii) are not a person barred from using the Services under the laws of any applicable jurisdiction. THE SERVICES ARE NOT INTENDED FOR USERS UNDER THE AGE OF 18 OR THE LOWEST AGE PERMITTED BY APPLICABLE LAW, AND SUCH PERSONS ARE EXPRESSLY PROHIBITED FROM USING ANY ASPECT OF THE SERVICES. BY SUBMITTING ANY PERSONAL DATA TO SLATEUP, YOU AGREE, REPRESENT, AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER OR NO YOUNGER THAN THE LOWEST AGE PERMITTED BY APPLICABLE LAW.

2. Rights

(a) Grant.

Subject to and conditioned on your compliance with these Terms (including as set forth in Section 2(f)), SlateUp hereby grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license solely for your use of the Services. Your access to and use of the Services must comply in all material respects with all usage guidelines posted or made available by SlateUp.

(b) Mobile Apps.

Your access to and use of any SlateUp mobile applications ("Mobile Apps") is subject to and governed by these Terms. If any Mobile App is downloaded by you from the iTunes App Store, Windows Phone Store, Amazon Appstore, Google Play or any similar service (an "App Store"), your use of such Mobile App is further subject to your compliance with the terms and conditions of such App Store. These Terms are between you and SlateUp only and not with the proprietor of any App Store (a "Third-Party Proprietor"), and no Third-Party Proprietor is responsible for Mobile Apps and the contents thereof; however, any Third-Party Proprietor and its subsidiaries are third-party beneficiaries of these Terms with respect to Mobile Apps. To use the Mobile Apps, you must have a mobile device that is compatible with the Mobile Apps, and SlateUp does not represent or warrant that the Mobile Apps will be compatible with your mobile device. You may incur charges from your wireless provider for use of the Mobile Apps; you agree that you are solely responsible for such charges.

(c) Text Message Services.

Your use of the Services may require you to send or receive one or more text messages. The number, including any short codes, we use for some text message services is supported on all U.S. carriers. Please note, however, that the supporting mobile carriers may change without notice, and the particular text message services you join, including those operated through a different number, may be limited to specific carriers. SlateUp and the mobile carriers are not liable for delayed or undelivered messages. You may incur charges from your wireless provider for text messages sent and received as a result of your use of the Services; you agree that you are solely responsible for such charges.

(d) Trademarks.

You may not use "SlateUp" or any of SlateUp's names, brands, trademarks, service marks or logos that SlateUp makes available on the Services ("Marks"). SlateUp claims trademark protection over all such Marks. You will not remove or alter the Marks or any proprietary notices on or within the Services. The Marks may not be included by you in or as part of any registered corporate name, any other logo, or service or product name. You may not create any derivative works of the Marks or use the Marks in a manner that creates or reasonably implies an inaccurate sense of endorsement, sponsorship, or association with SlateUp.

(e) Responsibility for Content.

All information, data (including information received or provided by you through your use of the Services), text, documents, images, photos, audio files, and other materials accessible through the Services ("Content") are the sole responsibility of the party from whom such Content originated. You acknowledge and agree that: (i) the Services may provide access to and/or rely on Content from third parties, and such third parties, not SlateUp, are entirely responsible for such Content; (ii) you, not SlateUp, are entirely responsible for all Content that you submit, upload, email, transmit, or otherwise make available through the Services or to SlateUp and you shall ensure the accuracy, completeness, and integrity of the Content; and (iii) you are solely responsible for giving all required notices and obtaining all necessary consents, including all necessary rights and consents relating to privacy and intellectual property rights, before submitting Content through or to the Services or SlateUp. You further hereby represent and warrant that: (1) you have all rights and licenses necessary to make available, submit, provide, and transfer all Content for SlateUp to exercise its rights granted and fulfill its obligations set forth herein, including as necessary for SlateUp to process, use, make available, distribute, or otherwise exploit any Content; and (2) your submission of any Content to SlateUp will not violate these Terms, any SlateUp usage guidelines or other policies, or any laws applicable to such Content, including without limitation intellectual property laws and any privacy laws or regulations governing any personal or sensitive information contained in any Content.

(f) Accounts.

To access and use the Services, you will need to create an account with SlateUp ("Account"). SlateUp may request specific information from you, including personally identifiable information such as your telephone number, in order to authenticate your Account. You may not share your Account or access information with anyone. You are fully responsible for all activities that occur under your Account, even if such activities were not authorized by you. You agree to notify SlateUp immediately of any unauthorized use of your Account or any other breach of security. If your Account remains inactive for three months or longer, SlateUp reserves the right to suspend or terminate your Account, with or without notice to you, and delete your information and Content without liability.

3. Privacy Policy

In addition to these Terms, the SlateUp Privacy Policy ("Privacy Policy"), available at https://slateup.co/privacy-policy, applies to how SlateUp may process information provided as part of the Services. You acknowledge and agree that by accessing or using the Services, SlateUp may receive certain information about you, including personally identifiable information, as set forth in the Privacy Policy, and SlateUp may collect, use, disclose, store, share, transfer and process such personal data in accordance with such Privacy Policy, which may be amended from time-to-time.

4. Proprietary Rights

(a) License to Your Content.

You hereby grant SlateUp and its service providers and end users a perpetual, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, freely transferable license to use, exploit, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display and distribute all Content (in any form and any medium, whether now known or later developed) that you provide in connection with the Services.

(b) Rights Reserved.

The Services provided to you hereunder or available to you through the Services are licensed, not sold, and SlateUp retains and reserves all rights not expressly granted in these Terms. You acknowledge and agree that, as between you and SlateUp, SlateUp and its licensors own all rights, title, and interest (including all intellectual property rights) in the Services and all data and other materials within the Services. The Services are protected by U.S. and international copyright and other intellectual property laws and treaties.

5. User Conduct and Restrictions

(a) Prohibited Conduct.

In your use of the Services, you will not:

  1. use, reproduce, modify, adapt, create derivative works from, sublicense, publicly perform, publicly display, distribute, sell, lease, rent, make, have made, assign, pledge, transfer or otherwise grant rights to the Services or any Content provided by SlateUp, except as expressly permitted under these Terms;
  2. reverse engineer, disassemble, decompile, translate, or otherwise attempt to derive trade secrets, algorithms, or the source code, architectural framework, or data records, within or associated with the Services or any Content;
  3. interfere with or disrupt the integrity or performance of the Services, including by disrupting the ability of any other person to use or enjoy the Services;
  4. provide use of the Services on a service bureau, rental, or managed services basis, provide, or permit other individuals or entities to create Internet "links" to the Services or "frame" or "mirror" the Services on any other server, or wireless or Internet-based device;
  5. access the Services for the purpose of developing, marketing, selling, or distributing any product or service that competes with or includes features substantially similar to the Services;
  6. violate any applicable local, state, provincial, federal, or international law or regulation, or use the Services or any Content for any illegal, unauthorized, or otherwise improper purposes, including to store or transmit malicious code, or to store or transmit material in violation of third-party privacy rights;
  7. remove or obscure any proprietary notice that appears within the Services or any Content;
  8. impersonate any person or entity, including SlateUp personnel, or falsely state or otherwise misrepresent your affiliation with SlateUp, or any other entity or person;
  9. forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Services;
  10. take any action that imposes an unreasonable or disproportionately heavy load on the Services or its infrastructure; or
  11. use spiders, crawlers, robots, scrapers, automated tools, or any other similar means to access the Services; or download, reproduce, or archive any substantial portion of the Services or any Content.

(b) Prohibited Content.

You will not upload, submit, post, email, store, transmit, or otherwise make available any Content that:

  1. consists of information that you know or have reason to know is false or inaccurate;
  2. is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, or otherwise objectionable;
  3. may not be made available under any law or under contractual or fiduciary relationships (such as confidential or proprietary information learned as part of an employment relationship or under a non-disclosure agreement);
  4. infringes, misappropriates, or otherwise violates any patent, trademark, trade secret, copyright, or other proprietary right of any person;
  5. violates any person's privacy, likeness, publicity, personality, or similar rights;
  6. consists of unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, commercial electronic messages, or any other form of solicitation;
  7. contains software viruses or any other code, files or programs designed to interrupt, destroy, or limit the functionality of any software or hardware; or
  8. contains infringing, libelous, or otherwise unlawful or tortious material.

(c) Enforcement.

SlateUp shall have sole discretion and control over: (i) moderating and removing any Content; and (ii) determining whether any Content violates these Terms or any guidelines set forth by SlateUp or otherwise. SlateUp's failure to enforce any of these restrictions or guidelines shall not act as a waiver for any future enforcement, will not be considered a breach of these Terms by SlateUp, and does not create a private right of action for any other party.

6. Feedback

If you elect to provide or make available to SlateUp any suggestions, comments, ideas, improvements or other feedback relating to the Services ("Feedback"), SlateUp shall own and be free to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights in your Feedback in any form and any medium (whether now known or later developed) without credit or compensation to you.

7. Dealings with Advertisers and Other Third Parties

(a) Third Party Services.

The Services may include or provide access to third party products, services, content, or offerings, including advertising for such ("Third Party Services"). You acknowledge that different terms of use and privacy policies apply to your use of such Third Party Services and that such terms and policies are solely between you and the third party provider. You agree that SlateUp does not endorse and is not responsible or liable for any issues related to Third Party Services.

(b) Communications with Third Parties.

Your use of the Services may result in communications with third parties, including potential employers you consented to contact you. You hereby acknowledge and agree that: (i) you may be contacted by or communicate with third parties not affiliated with SlateUp; and (ii) SlateUp is not responsible for and shall have no liability relating to any communication (or lack thereof) between you and any third party.

8. Indemnification

You shall indemnify and hold SlateUp and its affiliates, and each of their officers, directors, members, managers, employees, agents, partners and licensors (collectively, "SlateUp Parties") harmless from and against all losses, damages, costs, liabilities, and expenses, including reasonable attorneys' fees, to extent resulting from or arising out of any third-party claim, demand, or action due to: (i) Content you provide to SlateUp; (ii) your violation of these Terms, any law or regulation, or any rights (including intellectual property or privacy rights) of another party; or (iii) your use of the Services, except as expressly permitted in these Terms.

9. Disclaimer of Warranties

(a) General Disclaimer.

YOUR ACCESS TO AND USE OF THE SERVICES AND ANY CONTENT FROM SLATEUP OR ANY THIRD PARTY IS AT YOUR SOLE RISK. THE SERVICES AND ANY CONTENT FROM SLATEUP OR ANY THIRD PARTY ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SLATEUP PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. YOU UNDERSTAND AND AGREE THAT EACH POTENTIAL EMPLOYER IS RESPONSIBLE FOR COMPLYING WITH APPLICABLE LAW REGARDING ITS EMPLOYMENT AND HIRING PRACTICES, INCLUDING TITLE VII. SLATEUP DISCLAIMS ALL LIABILITY AND MAKES NO WARRANTY THAT SUCH EMPLOYER'S USE OF THE SERVICES COMPLIES WITH TITLE VII OR ANY SIMILAR LAW.

(b) No Implied Representations and Warranties.

SLATEUP PARTIES MAKE NO WARRANTY OR REPRESENTATION THAT: (i) THE SERVICES OR ANY CONTENT FROM SLATEUP OR ANY THIRD PARTY WILL MEET YOUR REQUIREMENTS; (ii) ACCESS TO THE SERVICES OR ANY CONTENT FROM SLATEUP OR ANY THIRD PARTY WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE, OR ERROR-FREE; OR (iii) THE CONTENT THAT MAY BE OBTAINED FROM ACCESS TO OR USE OF THE SERVICES OR ANY CONTENT FROM SLATEUP OR ANY THIRD PARTY WILL BE ACCURATE, RELIABLE, CURRENT, OR COMPLETE. SLATEUP DOES NOT GUARANTEE ANY RESULTS FROM USING THE SERVICES, INCLUDING SUCCESSFUL PLACEMENT WITH ANY POTENTIAL EMPLOYER.

(c) Non-Reliance.

ALL CONTENT FROM SLATEUP OR ANY THIRD PARTY MADE AVAILABLE THROUGH THE SERVICES IS MADE AVAILABLE FOR INFORMATIONAL PURPOSES ONLY. YOU ARE SOLELY RESPONSIBLE FOR CONFIRMING THE ACCURACY OF ALL CONTENT FROM SLATEUP OR ANY THIRD PARTY BEFORE TAKING OR OMITTING ANY ACTION. YOU SHOULD NOT RELY ON THE SERVICES AND YOU SHOULD NOT USE THE SERVICES FOR ADVICE OF ANY KIND. SLATEUP DOES NOT GUARANTEE THE VALIDITY OF ANY OPPORTUNITY POSTED THROUGH THE SERVICES, AND IT IS YOUR RESPONSIBILITY TO ENSURE THE VALIDITY OF ANY SUCH POSTINGS.

(d) Disclaimer Limitation.

THIS DISCLAIMER OF WARRANTIES MAY NOT BE VALID IN SOME JURISDICTIONS AND YOU MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. ANY SUCH WARRANTY EXTENDS ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THESE TERMS (UNLESS SUCH LAW PROVIDES OTHERWISE).

10. Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, SLATEUP PARTIES SHALL NOT BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA OR GOODWILL, OR COST OF COVER, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS, OR FINANCIAL LOSS, EVEN IF SLATEUP PARTIES HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. EXCEPT AS SET FORTH IN SECTION 11(b), IN NO EVENT SHALL THE SLATEUP PARTIES' TOTAL LIABILITY TO YOU EXCEED ONE-THOUSAND DOLLARS ($1,000). THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

11. Beta Services

(a) Beta Services Disclaimer.

ALL SLATEUP SERVICES LABELED ALPHA, BETA, PRE-RELEASE, TRIAL, PREVIEW OR SIMILARLY ("Beta Services") ARE PROVIDED "AS IS", "AS AVAILABLE", WITH ALL FAULTS, AND CUSTOMER'S USE OF SUCH BETA SERVICES IS AT ITS SOLE RISK AND SLATEUP DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS OF ANY KIND. SlateUp has no obligations in connection with or in the course of providing the Beta Services. Any expectations and estimates regarding Beta Services are based on factors currently known and actual events or results could differ materially. SlateUp does not assume any obligation to update any Beta Services. In addition, any information about SlateUp's roadmap outlines SlateUp's general product direction and is subject to change at any time without notice. It is for informational purposes only and shall not be incorporated into these Terms or any contract or other commitment. SlateUp undertakes no obligation either to develop the features or functionality provided in the Beta Services, or to include any such feature or functionality in a future release of the Services. You expressly acknowledge that the Beta Services have not been fully tested and may contain defects or deficiencies which may not be corrected by SlateUp. The Beta Services may undergo significant changes prior to release of the corresponding generally available final version.

(b) Beta Services Liability Waiver.

NOTWITHSTANDING SECTION 9(d), WHERE LEGAL LIABILITY CANNOT BE EXCLUDED BUT MAY BE LIMITED, THE LIABILITY OF THE SLATEUP PARTIES SHALL BE LIMITED TO THE SUM OF ONE HUNDRED DOLLARS ($100) FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO THE BETA SERVICES.

12. Suspension and Termination

(a) Termination for Convenience.

Either party may terminate these Terms at any time. To terminate this agreement, you may navigate to your Account and follow the instructions provided therein to close your Account or reach out to SlateUp at support@slateup.co.

(b) Termination or Suspension for Cause.

If you violate these Terms, SlateUp may, with or without notice to you, immediately suspend, or terminate your access to and use of the Services.

(c) Right to Modify Services.

SlateUp reserves the right at any time to modify, suspend, or discontinue the Services (or any portion thereof) with or without notice, and SlateUp shall not be liable to you or any third party for any such modification or discontinuance.

(d) Effect of Termination; Survival.

Upon termination of these Terms for any reason: (i) SlateUp, in its sole discretion, may remove and discard your Content and other information; (ii) you will immediately cease your use of the Services; and (iii) any provision that, by its terms, is intended to survive the expiration or termination of these Terms shall survive termination. Further, you agree that SlateUp shall not be liable to you or any third party for any termination of your Account or access to the Services.

13. Governing Law

These Terms shall be governed by and construed and enforced in accordance with the United States Federal Arbitration Act, other applicable federal laws, and the laws of the State of Delaware, without regard to conflict of laws principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms, regardless of the states in which the parties do business or are incorporated.

14. Binding Arbitration and Class Action Waiver

(a) Binding Arbitration.

ALL CLAIMS ARISING IN CONNECTION WITH THESE TERMS SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT (DEFINED FOR THE PURPOSES OF THESE TERMS AS A COURT OF LIMITED JURISDICTION THAT MAY ONLY HEAR CLAIMS NOT EXCEEDING $25,000) IF YOUR CLAIMS ARE WITHIN THE COURT'S JURISDICTION. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.

(b) Arbitration Procedure.

The arbitration shall be conducted by the American Arbitration Association (AAA) under its then-applicable Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA's rules are available at http://www.adr.org/. Payment of all filing, administration and arbitrator fees shall be governed by the AAA's rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that such hearing shall be conducted in New Castle County, Delaware, or if the Consumer Arbitration Rules apply, another location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.

(c) Class Action Waiver.

YOU AGREE THAT ALL CLAIMS SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION OR OTHER SIMILAR PROCESS (INCLUDING ARBITRATION). IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN NEW CASTLE COUNTY, DELAWARE. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM.

(d) Injunctive Relief.

Notwithstanding anything to the contrary, either party may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction, whether in aid of, pending, or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section 14.

(e) Effect of Changes.

If SlateUp implements any material change to this Section 14, such change shall not apply to any claim for which you provided written notice to SlateUp before the implementation of the change.

15. Legal Compliance

You represent and warrant that you will comply with all applicable foreign, federal, state, and local laws, rules and regulations, including without limitation, U.S. export laws and import and use laws of the country where any goods or services are delivered or used and you are not: (i) located in a country that is subject to a U.S. Government embargo, or designated by the U.S. Government as a "terrorist supporting" country; and (ii) listed on any U.S. Government list of prohibited or restricted parties, including the Specially Designated Nationals List.

16. U.S. Government Entities

This Section 16 applies to access to or use of the Services by a branch or agency of the United States government. The Services includes "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212 and qualifies as "commercial items" as defined in 48 C.F.R. § 2.101. Such items are provided to the United States government: (i) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. § 12.212; or (ii) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. §§ 227.7202-1 and 227.7202-3. The United States government shall acquire only those rights set forth in these Terms with respect to the such items, and any access to or use of the Services by the United States government constitutes: (a) agreement by the United States government that such items are "commercial computer software" and "commercial computer software documentation" as defined in this Section 16; and (b) acceptance of the rights and obligations herein.

17. California Users and Residents

In accordance with California Civil Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting such unit in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

18. General Provisions

These Terms constitute the entire agreement between you and SlateUp concerning your access to and use of the Services. It supersedes all prior and contemporaneous oral or written negotiations and agreements between you and SlateUp with respect to such subject matter. In the event of any conflict between or among these Terms and any other agreement, privacy policy, or usage guidelines to which these Terms refers, the terms and conditions of these Terms shall take precedence and govern. These Terms may not be amended except in writing by SlateUp. You hereby consent and authorize SlateUp to contact and communicate with you through electronic means, including through text message and email. Except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms. For the purposes of these Terms, the words "such as," "include," "includes" and "including" shall be deemed to be followed by the words "without limitation." You may not assign or delegate any right or obligation under these Terms. The failure of SlateUp to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of these Terms. Any prevention of or delay in performance by SlateUp hereunder due to labor disputes, acts of god, failure of the Internet, governmental restrictions, enemy or hostile governmental action, fire or other casualty or other causes beyond its reasonable control shall excuse the performance of its obligations for a period equal to the duration of any such prevention or delay.

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Questions? Contact us at support@slateup.co