Terms & Conditions

SLATE TERMS AND CONDITIONS

These Terms and Conditions (the “Agreement”) are between Artissn Corp. d/b/a Slate Market (“Slate,” “we” or “us”) and the person or entity registering for a business account to use Slate’s Platform (“Customer,” or “you”).

1. Platform and Access

Slate Platform. The Slate AI Brand Integration Platform is a service for matching producers and media projects with brands to facilitate product placement and predict ROI (the “Platform”), which is described at https://SlateMarket.io. In the Slate Platform, producers are considered “Producers,” brands, their agencies and other eligible entities as described below are considered “Advertisers,” collectively any user of the Platform, Producer or Advertiser is a “Customer.” Customer acknowledges and agrees that the Platform may be upgraded or updated at any time during the Term.

Authority. By creating an account, you represent that (i) the individual acting on behalf of the Customer has the authority to bind the Customer, (ii) the Customer has all requisite right, power, and authority to enter, perform its obligations under, and grant the rights and authorizations in the Agreement, and (iii) the Customer is an Eligible Entity. “Eligible Entities” include all types of businesses (for example, LLCs, LLPs, corporations, partnerships, sole proprietorships, and PLLCs), governmental entities (federal, state, local, and quasi-governmental entities), and non-profit organizations. You are responsible for all activities that occur under your account and must ensure any persons you authorize to conduct business through your account comply with the terms of this Agreement. You are responsible for maintaining the security of the passwords associated with your account; if you believe an unauthorized person has access to your password or account, you must contact us immediately and change any compromised passwords.

Access. Subject to Customer’s compliance with the terms and conditions of this Agreement, Slate hereby grants Customer a worldwide, non-exclusive, non-transferable, non-sublicensable: (i) right to use and access the portions of the Platform in accordance with the subscription level purchased by Customer; and (ii) license to use, and access the Platform as made available by Slate to Customer; and in each case, only during the Term and solely for Customer’s internal business purposes consistent with the intended use of the Platform as described in the then-current documentation made available by Slate for the Platform (“Documentation”).

2. Responsibilities and Restrictions

Restrictions. Except as expressly permitted by this Agreement, Customer will not and will not permit any third party (including Authorized Customers) to use the Platform in any manner beyond the scope of the rights expressly granted in this Agreement. Customer will not at any time, directly or indirectly, and will not permit any third party to: (a) modify or create derivative works of the Platform, in whole or in part; (b) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Platform, in whole or in part; (c) sell, resell, rent or lease use of the Platform to any other third party, or otherwise allow the Platform to be used for any purpose other than for the benefit of Customer in accordance with this Agreement; (d) use the Platform to store, transmit, upload or post any infringing, libelous or otherwise unlawful or tortious material or any data (including any Customer Content) for which it does not have the necessary consents or rights to store, transmit, upload or post (as applicable) in connection with the Platform; (e) interfere with, or disrupt the integrity or performance of, the Platform, or any data or content contained therein or transmitted thereby; (f) access or search the Platform (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Platform features provided by Slate for use expressly for such purposes; (g) use the Platform, Documentation or any other Slate’s Confidential Information to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Platform; (h) use the Platform in any way that exceeds any usage limitations as specified in any Documentation; or (i) delete or in any manner alter the copyright, trademark, and other proprietary rights notices appearing on or included in the Platform or the Platform Output as delivered.

Authorized Customers. Customer will not permit any other third party to access, use or operate the Platform, except that Customer may permit Authorized Customers to access and use the Platform consistent with the terms of this Agreement; provided that Customer will ensure that each such Authorized Customer complies with all applicable terms and conditions of the Agreement (including applicable privacy policies, acceptable use policies and terms and conditions which may be posted or made available through the Platform), and Customer is fully and directly responsible to Slate for any act or omission by each such Authorized Customer in connection with their use of the Platform. Customer will, and will require all Authorized Customers to, use all reasonable means to secure Customer names and passwords, hardware and software used to access the Platform, and will promptly notify Slate if Customer or any Authorized Customer knows or reasonably suspects that any Customer name and password has been compromised. Each account for access to and use of the Platform may only be accessed and used by the specific Authorized Customer for whom such account is created. Customer will further ensure that no Authorized Customer misrepresents their identity or otherwise provides any deceptive or misleading profile information or images when creating an account in connection with the Platform. Slate may process personal information relating to Authorized Customers’ use of the Platform (“Account Data”) in accordance with Slate’s privacy policies. Customer Content (defined below) excludes Account Data and, for clarity, the Slate privacy notice does not apply to Customer Content. In this Agreement, “Authorized Customer” means any natural person that: (a) Customer authorizes to use the Platform; and (b) to the extent applicable, signs up for an account to use the Platform in accordance with Slate’s then-current account registration procedures (including assent to any applicable terms of service posted by Company) as may be updated from time-to-time.

Third-Party Software. The Platform may include, or may provide Customer with access to, software, source code or other technology licensed to Slate from third parties, and which may be owned by such third parties (collectively, “Third-Party Software”). Customer acknowledges and agrees that Third-Party Software is provided solely on an “AS IS” basis, and that Slate does not make any warranties or guarantees regarding Third-Party Software and is not responsible for the operation or failure of, or any errors or bugs in, any Third-Party Software.

Third-Party Services. Certain features and functionalities within the Platform as Slate determines in its sole discretion may allow Customer and its Authorized Customers to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, “Third-Party Services”) through the Platform. Customer hereby acknowledges and agrees that, unless Slate expressly agrees in an Order Form between Customer and Slate identifying particular third party services, products, technology or content to be provided by Slate to Customer through the Platform (“Designated Services”): (a) Slate is not the provider of the Third-Party Services and is not responsible for any compatibility issues, errors or bugs in the Platform or Third Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto; and (b) Customer is solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary to use the Third-Party Services in connection with the Platform.  Customer’s and its Authorized Customers’ obligations under this Agreement with respect to the Platform (including obligations regarding confidential information and intellectual property rights) will also apply to Customer’s and its Authorized Customers’ access to and use of any Designated Services.

Acceptable Use. Customer may not use the Platform: (a) in violation of this Agreement; (b) in a way that infringes on, violates, dilutes or misappropriates the intellectual property rights of any third party or any rights of publicity or privacy; (c) in violation of any law, statute, ordinance or regulation, unfair competition, anti-discrimination and/or false advertising); or (d) to engage in any illegal, offensive, indecent, inappropriate or objectionable conduct or content. Customer may access the Platform only through the interfaces and protocols provided or authorized by Slate. Customer may not access the Platform through unauthorized means, such as unlicensed software clients.

Customer Content. “Customer Content” means information and materials provided or made accessible to Slate by or on behalf of Customer for the purpose of receiving or using the Platform. Customer will: (a) provide Slate with the Customer Content in the form and format requested by Slate, or as otherwise required to access and use the Platform; (b) be responsible for all Customer Content; (c) ensure compliance with all laws, rules, and regulations applicable to its use of the Platform; and (d) obtain all waivers, consents and other rights necessary for Slate to use the Customer Content to provide the Platform to Customer.

Suspension, Limitation or Termination. Slate is entitled, without liability to Customer, to immediately suspend, terminate or limit Customer’s access to any or all part of the Platform at any time in the event: (a) that Slate reasonably suspects that the Platform is being used in violation of any applicable law or regulation or in a manner inconsistent with this Agreement or the Documentation; (b) that Slate determines that the Platform is being used in an unauthorized or fraudulent manner; (c) that Slate determines that the use of the Platform adversely affects Slate’s equipment or service to other Customers; (d) Slate is prohibited by an order of a court or other governmental agency from providing the Platform; or (e) any other event which Slate determines, in its sole discretion, may create a risk to the Platform or to any other Customers of the Platform. Without limitation, Slate will have no liability for any damages, liabilities or losses as a result of any suspension, limitation or termination of Customer’s right to use the Platform in accordance with this Agreement.

3. Term, Fees and Payment

Term. The term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement, will continue in effect until the expiration of the applicable paid-up subscription term (the “Term”). The Term may be terminated earlier upon mutual agreement of the parties in writing, or in accordance with the terms of this Agreement.

Subscription, Fees and Payment. In consideration for the Slate’s provision of the Platform and subject to the terms of this Agreement, Customer will pay all fees for the subscription level selected by the Customer. Customer may change the selected subscription level at any time and any fees already paid will be prorated and applied to the new subscription level fees. All payments made under this Agreement will be paid through the Platform payment portal and will be non-refundable. Any amounts due to Slate hereunder and not paid when due will accrue late charges at the lesser of a rate of 1.5% per month or the highest rate permitted by applicable law. Customer will reimburse Slate for all costs and expenses incurred (including attorneys’ fees) in collecting overdue amounts hereunder.

No Set-Off. Neither party will have any right to set off, discount or otherwise reduce or refuse to pay any amounts due to the other party under this Agreement for any reason.

Taxes. The fees described in the subscription packages are exclusive of all taxes, including national, state or provincial and local use, sales, value-added, property and similar taxes, if any. Customer will be responsible for any such taxes.

Termination and Suspension. Customer may cancel its subscription at any time. Without limiting any of its other rights, Slate may terminate or suspend its provision of, and Customer’s access to, the Platform if Slate receives any notice or claim that any Customer Content, or activities hereunder with respect to any Customer Content, may infringe or otherwise violate any law or the rights of a third party.

Effect of Termination. Upon termination or expiration of this Agreement: (a) the license granted under Section 1will terminate; (b) Customer will, and will cause its Authorized Customers to, immediately cease using the Platform, and will destroy all copies of all Documentation or other content provided by Slate hereunder; (c) Slate will have no further obligation to provide access to the Platform or Customer Content; (d) Customer will pay any unpaid fees; and (e) each party will return or destroy all copies of Confidential Information of the other party (in accordance with the other party’s direction).

Survival. Sections 2, 3, 4, 5, 6, 8, 9 and 10 are expressly intended to survive any expiration or termination of this Agreement.

4.  Intellectual Property Rights

Slate. Subject to Customer’s compliance with the terms and conditions of this Agreement, Slate hereby grants Customer a worldwide, non-exclusive, non-transferable, non-sublicensable license to use, reproduce, publicly display, and publicly perform the Platform Output, only during the Term and solely for Customer’s internal business purpose consistent with the intended use of the Platform as described in the Documentation. Subject to the right and license granted to Customer in Section 1 and this Section, Slate (and its licensors, where applicable) has and retains ownership of, and all intellectual property rights relating to, the Platform and the Platform Output, and any modifications, improvements, or derivatives of the foregoing. “Platform Output” means all data, information and materials generated by the Platform based on the Customer Content but excluding any Customer Content incorporated therein.

Customer Content. Customer hereby grants Slate a non-exclusive, worldwide, sublicensable, royalty-free right and license to use, reproduce, publicly display, and transmit the Customer Content: (a) during the Term only, in connection with the operation and provision of the Platform; and (b) on a perpetual basis as incorporated into the Platform Output in connection with any business purpose (including for the purpose of improving and developing Slate’s current and future products, services, methods and processes). Subject to the foregoing, Customer has and retains ownership of the Customer Content, and any intellectual property rights therein.

Feedback. Customer grants to Slate a perpetual, non-exclusive, worldwide, sublicensable, and royalty-free license to use, modify, distribute, and otherwise freely exploit any suggestions, ideas, enhancement requests, feedback, recommendations, or other information or ideas provided by Customer or any third party on behalf of Customer relating to the Platform or any of Slate’s current and future products and services.

Trademarks and References. Customer hereby grants Slate a limited, non-exclusive, royalty-free license to use and display Customer’s name, designated trademarks and associated logos (the “Customer Marks”) in connection with: (i) the operation and maintenance of the Platform during the Term; and (ii) Slate’s marketing and promotional efforts for its products and services, including by publicly naming Customer as a client of Slate during or after the Term. Customer agrees to participate in press announcements, case studies, trade shows, or other forms of publicity reasonably requested by Slate. All goodwill and improved reputation generated by Slate’s use of the Customer Marks inures to the exclusive benefit of Customer. Slate will use the Customer Marks in the form stipulated by Customer and will conform to and observe such standards as Customer prescribes from time to time in connection with the license granted hereunder.

5. Confidentiality

Confidential Information. “Confidential Information” of a party means all data and information that is submitted to or learned by either party in connection with this Agreement, including information relating to either party’s customers, technology, operations, facilities, products, systems, procedures, practices, research, development, employees, business affairs and financial information. Customer Content is not Confidential Information but is rather subject to Section 4 to the extent that it contains Personal Information. Without limiting the foregoing, the following will be deemed Confidential Information of (only) Slate, the Platform, Account Data, and the terms and conditions of this Agreement. Neither party may disclose, duplicate, publish, release, transfer or otherwise make available Confidential Information of the other party in any form to, or for the use or benefit of, any person or entity without the other party’s prior written consent, or use such Confidential Information for purposes outside the scope of this Agreement. Each party may disclose the Confidential Information of the other party only to its employees, consultants and agents who need to know such confidential information for the purposes of this Agreement. Each party will advise its employees, consultants and agents of their responsibilities under this Agreement and be responsible for any breach of this Section 6 by its employees, consultants or agents. Confidential Information will not include information that is: (a) part of, or becomes part of, the public domain (other than by disclosure by the receiving party in violation of this Agreement); (b) previously known to the receiving party without an obligation of confidentiality; (c) independently developed by the receiving party outside this Agreement; or (d) rightfully obtained by the receiving party from third parties without an obligation of confidentiality.

Exclusions/Remedies. The obligations in this Section do not restrict any disclosure by either party pursuant to any applicable law, or by order of any court or government agency (provided that the disclosing party will give prompt notice to the non-disclosing party of such order so that the non-disclosing party may seek a protective order or other appropriate remedy). In the event of a breach of this Section or other compromise of Confidential Information of which a party is or should be aware (whether or not resulting from a breach), such party will immediately notify the other party in writing detailing all information known to such party about the compromise, the Confidential Information affected, and the steps taken by such party to prevent the recurrence of such breach and to mitigate the risk to the other party. The parties agree that in the event of a breach or anticipated breach of this Section 6, the affected party will be entitled to seek injunctive or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond. Any such relief will be in addition to and not in lieu of any appropriate relief in the way of monetary damages.

6. Representations and Warranties

Slate Representations and Warranties. Slate represents and warrants to Customer that: (a) Slate has the necessary authority to enter into this Agreement and carry out its obligations hereunder; and (b) the Platform will conform in all material respects to the Documentation. Customer’s sole and exclusive remedy, and Slate’s entire liability, for breach of this limited warranty will be correction of the warranty nonconformity of the Platform or, if Slate fails to do so within thirty (30) days after receiving written notice from Customer after using reasonable commercial efforts, Customer may terminate the nonconforming portion of the Platform. This limited warranty will not be valid to the extent the warranty nonconformity was caused by any acts or omissions by Customer. Customer must notify Slate in writing of any nonconformity of the Platform within thirty (30) days of discovery of such nonconformity to receive the above warranty remedies.

Customer Representations and Warranties. Customer represents and warrants to Slate that: (a) Customer has the necessary authority to enter into this Agreement and carry out its obligations hereunder; (b) it will comply with all applicable laws in its use of the Platform and Platform Output; (c) it has obtained and will obtain all necessary authorizations, lawful bases, consents, permissions and licenses with respect to any and all Customer Content to the extent necessary: (i) for Customer to grant the rights and licenses hereunder to Slate; (ii) for Customer and Slate to comply with all applicable laws, rules and regulations; and (iii) for Customer to grant the licenses contemplated by herein without violating any third party intellectual property, privacy rights or any other proprietary rights.

Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SLATE MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SLATE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF USABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PLATFORM (INCLUDING THE PLATFORM OUTPUT) IS PROVIDED “AS IS,” WITHOUT ANY WARRANTY WHATSOEVER. SLATE DOES NOT WARRANT THAT THE PLATFORM WILL BE CONTINUOUSLY AVAILABLE, ERROR-FREE OR SECURE, OR THAT ALL DEFECTS IN THE PLATFORM WILL BE CORRECTED. SLATE WILL NOT BE LIABLE IN ANY WAY RELATED TO NON-SLATE APPLICATIONS. SLATE DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY PROVIDERS. WITHOUT LIMITING THE FOREGOING, CUSTOMER ACKNOWLEDGES AND AGREES THAT SLATE DOES NOT PROVIDE ANY FRAUD DETECTION SERVICES UNDER THIS AGREEMENT AND THAT SLATE DOES NOT WARRANT THAT USE OF THE PLATFORM WILL HAVE ANY IMPACT ON CUSTOMER’S SALES OR REVENUE. SLATE’S ONLY OBLIGATIONS WITH RESPECT TO THE PLATFORM ARE EXPRESSLY STATED IN THIS AGREEMENT.

No Liability for Customer Content. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CUSTOMER ACKNOWLEDGES THAT SLATE IS NOT REQUIRED TO PRE-SCREEN OR MONITOR THE CUSTOMER CONTENT. UNDER NO CIRCUMSTANCES WILL SLATE BE LIABLE IN ANY WAY FOR ANY CUSTOMER CONTENT OR PLATFORM OUTPUT, INCLUDING LIABILITY FOR ANY ERRORS, INACCURACIES, OR OMISSIONS THEREIN, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR BREACH OF THIS AGREEMENT OR APPLICABLE LAWS. CUSTOMER ACKNOWLEDGES THAT IT IS RESPONSIBLE FOR MAINTAINING ADEQUATE SECURITY AND CONTROL OF ANY AND ALL IDS, PASSWORDS, HINTS, PERSONAL IDENTIFICATION NUMBERS (PINS), OR ANY OTHER CODES THAT CUSTOMER USES TO ACCESS OR IN RELATION TO THE PLATFORM.

7. Indemnification

Indemnification by Slate. Slate will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that the use of the Platform in accordance with this Agreement violates, infringes or misappropriates a third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid or payable by Customer under a Slate and court-approved settlement of, a Claim Against Customer, provided Customer: (a) promptly gives Slate written notice of the Claim Against Customer, (b) gives Slate sole control of the defense and settlement of the Claim Against Customer (except that Slate may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability for past infringements), and (c) gives Slate all reasonable assistance. If Slate receives information about an infringement or misappropriation claim related to the Platform, Slate may in its discretion and at no cost to Customer: (i) modify the Platform so that it no longer infringes or misappropriates, (ii) obtain a license for Customer’s continued use of the Platform in accordance with this Agreement, or (iii) terminate Customer’s subscription for the Platform upon thirty (30) days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated Platform, depreciated over three years on a straight-line basis. Slate will not have any obligations under this Section or any liability to the extent (A) a Claim Against Customer arises from Customer Content, a non-Slate application or Customer’s breach of this Agreement, or (B) the Claim Against Customer would not have arisen but for (I) Customer’s combination or use of the Platform with non-Slate software, services or data, (II) modification of the Platform by anyone other than Slate, (III) Customer’s continued allegedly infringing activity after being notified thereof or after being provided modifications that would have avoided the alleged infringement, (IV) Slate’s customization of the Platform to meet Customer’s particular specifications or instructions, or (V) Customer’s use of the Platform in a manner not strictly in accordance with this Agreement.

Indemnification by Customer. Customer will defend Slate against any claim, demand, suit or proceeding made or brought against Slate by a third party alleging (a) that the Customer Content (or Slate’s use thereof), or Customer’s use of any Platform in breach of this Agreement, violates, infringes or misappropriates a third party’s intellectual property, privacy or other rights, or violates applicable law, (b) facts that, if true, constitute a breach of this Agreement by Customer or acts or omissions by Customer described in Section 8.1(I)-(V), or (c) any demand for compensation or benefits, or any other claim, related to Customer’s use of or decision based on the Platform, except to the extent constituting grounds for a Claim Against Customer (collectively, a “Claim Against Slate”), and will indemnify Slate from any damages, attorney fees and costs finally awarded against Slate as a result of, or for any amounts paid or payable by Slate under a court-approved settlement of, a Claim Against Slate, provided Slate (i) promptly gives Customer written notice of the Claim Against Slate, (ii) gives Customer sole control of the defense and settlement of the Claim Against Slate (except that Customer may not settle any Claim Against Slate unless it unconditionally releases Slate of all liability), and (iii) gives Customer all reasonable assistance.

Exclusive Remedy. This Section 7 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of third-party claim described herein.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SLATE BE LIABLE FOR ANY LOST DATA, LOSS OF REVENUE, ANTICIPATED PROFITS, LOST BUSINESS OR LOST SALES, OR FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND EVEN IF SLATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF SLATE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, AMOUNTS PAID BY CUSTOMER TO SLATE IN THE 12-MONTH PERIOD PRECEDING THE INITIAL CLAIM GIVING RISE TO LIABILITY HEREUNDER.

9. Dispute Resolution; Arbitration Agreement; No Class Action

Dispute Resolution. The parties must submit all claims and issues arising from, relating to, or connected with this Agreement to binding arbitration (e.g., a contract breach claim, indemnification duty issue, and questions regarding an arbitrator’s authority) in accordance with this Section. A single arbitrator will conduct the arbitration in Los Angeles County, CA, and in accordance with the current Rules of Practice and Procedure of the Judicial Arbitration and Mediation Service (JAMS). The arbitrator is bound by strict rules of law and this Agreement’s terms (i.e., the arbitrator may not waive, change or equitably excuse any Agreement term, including ancillary documents (e.g., an amendment)). The arbitrator does not have the power to commit errors of law or legal reasoning, and a court may vacate or correct an arbitration award because of such errors. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs all issues arising from the arbitrability or the enforcement of the agreement to arbitrate, except for the requirements to apply California state law (but disregarding any principle of law that would cause the application of the law of any other jurisdiction or permit a court, as opposed to the arbitrator, to determine the applicability or validity of this agreement to arbitrate). The parties will equally share the arbitrators’ fees and other arbitration costs, regardless of outcome. The parties must submit or file any claim that would constitute a compulsory counterclaim (as defined by Rule 13 of the Federal Rules of Civil Procedure) within the same arbitration proceedings as the claim to which it relates; any such claim which is not submitted or filed will be barred. The arbitrator may only award damages and may only grant relief that is permitted by this Agreement. The arbitrator’s decision, award and relief will be conclusive and binding on the parties. Either party may enter the arbitrator’s decision, award and relief in any court having appropriate jurisdiction.

No Class Action. Arbitration may only be conducted on an individual, not a class-wide basis. No arbitration proceeding between the parties may be consolidated with any other arbitration proceeding involving Slate and any other person or entity. Each party shall file and prosecute arbitration proceedings separately and individually in the name of Customer and Slate, and not in any representative capacity. Each party hereby irrevocably waives and agrees not to assert any claim inconsistent with this Section.

Governing Law. This Agreement, and any Dispute arising out of or related to this Agreement, will be governed by the Federal Arbitration Act, applicable federal law, and the laws of the state of California, excluding its conflicts of law rules, regardless of Customer’s country of origin or where Customer accesses the Platform. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. All claims and issues arising from, relating to, or connected with this Agreement that an arbitrator determines are excluded from this Agreement’s arbitration requirements may only be filed and resolved by state or Federal courts located in Los Angeles County, California, and each party consents to the exclusive jurisdiction of those courts. Further, Slate may obtain injunctive or other equitable relief in any court of competent jurisdiction in the event of any infringement or threatened infringement of its intellectual property rights. Neither party will claim that an aforementioned court lacks personal jurisdiction, is an inconvenient forum or is an improper venue.

10. General Provisions

Force Majeure. Neither party will be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder (except for failure to timely pay) if such delay or default is caused by conditions beyond its reasonable control including acts of God, government restrictions (including the denial or cancellation of any export or other necessary license), acts of terrorism, wars or insurrections.

Notices. Except as may be otherwise set forth herein, all notices, requests, demands and other communications hereunder will be in writing sent by email deemed to have been duly given on sending of the email. All notices will be sent to the following address: If to Customer, to the name and email address contained in the subscription provided upon registration for the Platform. If to Slate:

Artissn Corp. d/b/a Slate Market
Attn: Moisés Zamora
Email: info@slatemarket.io

Such addresses may be changed by notice given by one party to the other pursuant to this Section.

Export Control. Customer will not export or re-export, either directly or indirectly, any technical data, software, process, product, service, or system obtained from Slate, without first complying with the United States and all other applicable government laws and regulations governing the export, re-export, and import of those items.

Miscellaneous. Neither party may assign, delegate, or otherwise transfer its rights or obligations under this Agreement in whole or in part, except that either party may assign this Agreement in connection with a merger, acquisition, sale of a majority of its equity, sale of substantially all of its assets to which this Agreement relates, or a similar transaction. Slate may also freely engage subcontractors, such as third-party hosting providers. This Agreement will be binding upon and will inure to the benefit of the parties and their permitted successors and assigns. This Agreement constitutes the entire agreement and supersedes all prior or contemporaneous representations, understandings and agreements, between the parties with respect to the subject matter of this Agreement, all of which are hereby merged into this Agreement. Without limitation, the terms of any other document, course of dealing, or course of trade will not modify this Agreement, except as expressly provided in this Agreement or as the parties may agree in writing. No amendment to this Agreement or waiver of any provision hereof will be valid or binding unless reduced to writing and duly executed by the party or parties to be bound thereby. Failure to promptly enforce a provision of this Agreement will not be construed as a waiver of such provision. Nothing contained in this Agreement will be deemed to create, or be construed as creating, a joint venture or partnership between the parties. Neither party is, by virtue of this Agreement or otherwise, authorized as an agent or legal representative of the other party. Except as otherwise set forth in this Agreement, neither party is restricted from doing business with any other person, entity or organization by virtue of this Agreement. Neither party to this Agreement is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf or in the name of the other party, or to bind such other party in any manner. Nothing contained in this Agreement will be deemed to create any third-party beneficiary right upon any third party whatsoever. Each of the parties acknowledges that it has had the opportunity to have this Agreement reviewed or not by independent legal counsel of its choice. If any one or more of the provisions of this Agreement should be ruled wholly or partly invalid or unenforceable, then the provisions held invalid or unenforceable will be deemed amended, and the court or other government body is authorized to reform the provision(s) to the minimum extent necessary to render them valid and enforceable in conformity with the parties’ intent as manifested herein. The headings to Sections of this Agreement are for convenience or reference only and do not form a part of this Agreement and will not in any way affect its interpretation. Neither party will be afforded or denied preference in the construction of this Agreement, whether by virtue of being the drafter or otherwise. For purposes of this Agreement, the words and phrases “include,” “includes,” “including” and “such as” are deemed to be followed by the words “without limitation.”