These Terms of Use set forth the complete terms and conditions by which Slayte, together with all of its employees, contractors and subcontractors, affiliated parties such as parents, subsidiaries, officers, directors, executives, and shareholders, and other related parties (“we;” “us;” “our;” the “Company;”) grants our users (“you”) a limited right of permitted use of the Slayte.com, any of its related or affiliated domains, webpages, or sub-domains, or any other website that we own or operate, together with any native features thereof including our chat functions and other inter-user communication tools (or communication tools between you and the Company), or document upload/download functions, and all other such functionality whether native to your browser or via an app (collectively, the “Website”).
You and the Company may be known individually herein as a “Party;” together, as the “Parties.”
These Terms of Use fully integrate, recapitulate, and supplement our Privacy Policy, GDPR Notice, and Cookie Policy, which altogether constitute the entire agreement between the Parties on each and every subject matter addressed herein. All other agreements, oral or written, between the Parties on any other or related subject matter are expressly superseded and replaced, without incorporation, by these Terms of Use, except to the extent that other agreements for confidentiality or non-disclosure that may be entered into by and between the Parties shall continue to be in full force and effect except where inconsistent with the terms of these Terms of Use, in which case these Terms of Use shall control.
1. These Terms of Use Deemed Accepted Upon Use of the Website. These Terms of Use are deemed accepted upon your use of the Website, or your installation, download, first or subsequent access, or other receipt, acquisition, copying, or use of any Company products or services via an app or otherwise, which includes access or authentication through a single sign-on tool or other similar tool (without limiting the generality of the foregoing, “Use”). Your acceptance of these Terms of Use shall be deemed a “continuing acceptance,” meaning that you shall, by any Use of the Website, accept the then-current version of these Terms of Use, however then-styled, with or without notice to you as to revisions hereto, without regard for materiality.
2. The Website Defined. The Website shall further include the Website as known internally to the Parties as Slayte and represented in the respective marketing materials of the Company, however styled, and all derivative works thereof, and however identified in any applicable follow-on or related documentation (altogether, the “Documentation”). Nothing in these Terms of Use restrict the Company’s right to rename, restyle, or otherwise amend or alter the marketing collateral related to the Website, including its name.
- Website is Provided “As-Is.” The Website is provided “as-is” with all faults without any warranty or warranties, express or implied, as to merchantability, fitness for a particular purpose, or is otherwise under any under warranty. The Company makes no representations or warranties as to maintenance of the Website. THIS AGREEMENT CONTAINS A DISCLAIMER OF WARRANTIES BOTH EXPRESS AND IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER ANY APPLICABLE LAW, ALL WARRANTIES, EXPRESS AND IMPLIED, ARE HEREBY DISCLAIMED. YOU REPRESENT AND WARRANT THAT YOU UNDERSTAND THAT THE WEBSITE IS PROVIDED “AS-IS” AND THAT YOU UNDERSTAND THE NATURE AND EXTENT OF THIS DISCLAIMER OF WARRANTIES. The Website is provided without warranty as to availability; the Company does not represent or warrant that the Website will be continuously available, free from down time (including maintenance time), or otherwise. Maintenance or down time may occur without notice to you. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk. No agent of the Company is authorized to alter or expand the warranties of the Company as set forth and as expressly limited herein.
- The Website May Include Third Party Technology. You acknowledge that the Website may include or interact with Third-Party Technology. “Third-Party Technology” includes any products or services provided by any of the persons identified at https://www.slayte.com/integrations, technology native to smartphones or other devices such as the operating systems of iPhones or Androids, and other third-[arty technology. Your use of any Third-Party Technology is entirely at your own risk. Third-Party Technology may be subject to its own provider’s terms of use or related third-party agreements to which the Company is not a party.
- We May Gather Information About Website Use. You hereby authorize and consent to our monitoring and collecting information about your use of the Website, and grant to us a perpetual, irrevocable, sublicensable, transferrable, royalty-free right to use such information for any purpose. We may anonymously compile statistical information related to the performance of the Website for any purpose, which may be “anonymized” within the meaning of the GDPR. Please see our Privacy Policy for further information.
3. Intellectual Property License Not Created Hereby. No intellectual property license of any kind is created hereby. References to a “license,” “Licensee,” “Licensor,” and other related terms used herein shall refer to the permitted use of the Website by you, granted by us, only, without reference to any transfer, assignment, delegation, license or sublicense, or any other permissive use of any of our intellectual property, including our name or commercial likeness (however styled), any of our other original works or the original works of other users (whether or not registered, trademarked, patented, or otherwise memorialized in formal intellectual property protections with the United States Patent & Trademark Office or otherwise, whether or not reduced to practice, whether or not received, or created, as a “work made for fire,” whether or not marked with customary marks of authorship such as “Copyrighted,” “All rights reserved,” or otherwise), or other works over which we may assert any intellectual property rights (including works assigned or licensed, rights delegated, or other derivative or third-party rights of any kind grated under contract or otherwise, without limitation, to us), shall remain the property of the Company, any other terms or conditions of these Terms of Use notwithstanding. Similar terms like “license,” “Licensee,” and “Licensor” shall have what the Parties agree is their ordinary and customary meaning strictly within the context of the Company’s industry, which is the creation and distribution of the Website’s services, in which terms like “license,” “Licensee,” and “Licensor,” refer to the permitted use of software without reference to intellectual property rights of any kind whatsoever.
4. Permissive Use of the Software. We grant you permission to use the Website subject to the terms and conditions set forth herein. The Parties mutually represent and warrant their understanding that:
- The Website is a Platform within the Meaning of the Applicable Laws. Any feature of the Website allowing for the creation or posting of Content, as defined in our Privacy Policy, is a “Platform” within the meaning of Section 230 of the Communications Decency Act and the related laws of the European Union and United Kingdom. Any of the Website features allowing for the creation or posting of Content, however styled and without limitation, at least, is a Platform service. To the extent that the Website provide features allowing you to post, create, share, or otherwise input Content in any form, you shall assume all legal and actual responsibility for Content, including as to the accuracy and truthfulness of any claims related to products, persons, or other claims amenable to objective truth or falsehood, shall assume all legal and actual responsibility for non-infringement of any intellectual property rights in any person whatsoever, shall not post, create, or share any pornographic or otherwise sexually explicit Content, and shall not post, create, or share any other content which is expressly forbidden by these Terms of Use which is reasonably likely to bring the Company into disrepute, or which is reasonably likely to cause, or impute to, the Company any liability whether regulatory or otherwise. All other provisions of these Terms of use notwithstanding, we reserve an unlimited and unqualified right to remove or delete, modify, hide, or otherwise alter or terminate without notice or opportunity to cure any Content. We may remove any Content at any time. Our discretion as to removal of Content is unlimited and need not be exercised reasonably. We shall comply with all valid DMCA “takedown” notices without notice or opportunity to cure to you. We are not obligated to permit the appeal of the removal of any Content.
- You Have No Right to Alter, Amend, or Reverse-Engineer Website Code. All software code related to the Website is proprietary to the Company. There is no permitted Use of the Website that includes altering, amending, reverse-engineering, or otherwise modifying, copying, deleting, removing, using or re-using any Website source code. Any such use of Website code is nonconforming Use hereunder, and is Default and grounds for Termination, as further defined below. The Parties mutually agree that, Website code being essential to the Company’s core business, and that breach of this provision may cause irreparable harm to the Company of a sort not reasonable compensable by money alone, in the event that the Company determines in its sole discretion that you are in breach of this provision, we may seek whatever injunctive relief, including preliminary injunctive relief by means of a temporary restraining order or otherwise, as may be reasonable necessary to prevent you from disclosing or otherwise using Website code for any reason, entry for which injunctive relief you shall not oppose.
- User Indemnifies Company for Noncoforming Use. To the fullest extent permissible under any applicable law, including the GDPR and related privacy laws, the user indemnifies, releases, and agrees to defend at its own expense the Company for any liability, whether arising from civil suit, regulatory action, or otherwise, from any Use of the Website by that user, including nonconforming Use of Website platform features, whether or not arising from Content or for any other reason related to your Use.
- Any Nonconforming Use is Default Hereunder. Any Use that the Company deems nonconforming with the terms of these Terms of Service, in its sole and unlimited discretion, which discretion need not be exercised reasonably, is Default hereunder and grounds for Termination, as further defined below.
- Your Users are Your Agents. To the extent that you may invite third parties to use the Website, or a Third-Party Affiliate (as defined in our Privacy Policy) with or without the mediation of an API, every Website user who is an Affiliate of you is deemed an agent of you for purposes of determining conforming or nonconforming Use, breach hereof or Default hereunder, and indemnification of the Company.
Term; Termination; Default. The Company may Terminate these Terms of Use as to you for any or no reason by transmitting notice of such Termination to you. If any sums remain due to the Company by you at the time of Termination for any reason, or upon default hereunder by you which includes the breach of any term hereof (“Default”), such sums shall become immediately due and payable to the Company. If such sums are due periodically (for example, monthly), such sums shall be pro-rated and calculated daily.
