Terms of Use

Terms of Use

These Terms of Use (the “Terms”) constitute a legally binding agreement made between you (“you”) and Slate Solutions, LLC (“Slate,” “we,” “us,” “our”), concerning your access to and use of our website (www.slatesolutions.com) and related online or offline services (collectively, the “Services”), whether accessed via computer, mobile device or otherwise, including any electronic content, functionality, features and applications (collectively, “Materials”) offered on or through the Services.

1. Agreement

Please read these Terms and our Privacy Policy before using our Services. You agree that by accessing the Services, you have read, understood, and agree to be bound by the Terms and Privacy Policy. You represent that you are of legal age to form a binding contract with us, and to the extent you are using our Services on behalf of an organization, you represent that you are authorized to accept our Terms on behalf of the organization (and references to “you” or “your” in our Terms are understood to apply to both you and your organization). If you entered into a separate executed agreement with us, the terms of that agreement will control in the event of any conflict.

If you do not agree with these Terms, or if you violate them in any way, you are expressly prohibited from using the Services and must discontinue use immediately. We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason, and by using our Services after we post the change, you agree to those changes. We retain the right, in our sole discretion, to deny anyone access to the Services at any time and for any reason, including for violation of these Terms. PLEASE SEE SECTIONS 11-13 BELOW REGARDING YOUR LEGAL RIGHTS IN ANY DISPUTE INVOLVING OUR SERVICES, INCLUDING MANDATORY ARBITRATION AND A WAIVER OF RIGHTS TO A JURY TRIAL OR CLASS ACTION.

2. Your Responsibilities

If we allow you to create a user account for our Services (an “Account”), such as for Dealers, you are responsible for any activity that occurs through your Account and you agree you will not sell, transfer, license or assign your Account, username, or any Account rights. With the exception of people or businesses that are expressly authorized to create an Account on behalf of an employer, employee or other individual, we prohibit the creation of and you agree that you will not create an Account for anyone other than yourself. All information you provide or provided to us through any communication, email subscription, Account registration and at all other times must be true, accurate, current and complete and you agree to update your information as necessary to maintain its truth and accuracy. You are responsible for keeping your password for the Services (if any) secret and secure.

The Dealer Portal is offered to approved dealers (“Dealers”) interested in selling our products. You must apply on the website or as we otherwise direct to become a Dealer, and that determination is made in our sole discretion. Dealers may be subject to additional terms and conditions that we provide. Dealers must use independent judgment to determine if our products are suitable for their specific needs. We do not guarantee or represent the availability of any products listed on the Services.

3. User Conduct and Restrictions

You agree not to: (a) decompile, reverse engineer, disassemble, modify, reduce the Services to human readable form or create derivative works based upon the Services or any part thereof; (b) disable any licensing or control features of the Services; (c) introduce into the Services any virus or other code or routine intended to disrupt or damage the Services, or alter, damage or delete any Materials , or retrieve or record information about the Services or its users; (d) merge the Services or Materials with another program or create derivative works based on the Services or Materials; (e) remove, obscure, or alter any notice of the copyright or other proprietary legends on the Services or Materials; (f) sublicense, assign, translate, rent, lease, lend, resell for profit, distribute or otherwise assign or transfer the Materials or access to the Services to others; (g) use, or allow the use of, the Services or the Materials in violation of any applicable laws or regulations; (h) otherwise act in a fraudulent, illegal, misleading, malicious or negligent manner when using the Services; (i) post violent, defamatory, indecent, sexually explicit, discriminatory, unlawful, infringing, hateful or other inappropriate photos or other content, including any posts intended for defaming, stalking, bullying, abusing, harassing, threatening, impersonating, harming, impersonating or intimidating people or entities; (j) create, solicit, transmit, or procure the sending of, any unwanted, unsolicited or harassing comments or communications, including advertising or promotional material, without our prior written consent, including any “junk mail,” “chain letter,” “spam” or any other similar solicitation; (k) access or use the Services by means of any automated program, expert system, electronic agent or “bot”; (l) give any other person or entity unauthorized access to the Services or (m) scrape, copy, republish, license, or sell the information or Materials on the Services. We may pursue legal action and/or report to law enforcement for any such violations.

4. Privacy

Personal information collected by us in connection with the Services will be maintained in accordance with our posted Privacy Policy.

5. User Content

You hereby grant us a non-exclusive, fully paid and royalty-free, transferable, sub-licensable, worldwide license to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any information or content that you submit through the Services or otherwise provide to us, subject to our Privacy Policy. Our Services may be subject to a compromise of security and we do not guarantee that any information or content you provide will be kept confidential in such circumstances.

If you choose to send us feedback, ideas, suggestions, or other such information (collectively, “Feedback”), you agree to waive all rights in such Feedback and that we are free to use it for any purposes whatsoever, including, without limitation, developing and marketing products and services, without any liability or payment of any kind to you, and without any commitment to confidentiality unless we expressly provide otherwise.

6. Reporting Copyright Infringement and Other Violations

We respect the intellectual property rights of others, others, and we prohibit users of our Services from submitting, uploading, posting or otherwise transmitting any materials that violate another person’s intellectual property rights or these Terms. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately notify us via the contact information provided at the end of these Terms.

7. Our Intellectual Property Rights

We grant you a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and use the Services for lawful non-commercial purposes in accordance with these Terms and our Privacy Policy. The Services contain Materials owned or licensed by us, including name, logo, text, images, audio/visual works, icons and scripts and other materials provided on or through the Services. Except as provided herein, none of the Materials may be copied, distributed, displayed, downloaded, or transmitted in any form or by any means without prior written permission from us or the third party owner. Unauthorized use of any Materials provided by the Services may violate copyright laws, trademark laws, the laws of privacy and publicity, and/or other regulations and statutes. Except as expressly provided herein, we and our third party licensors reserve all rights with respect to the Services and Materials.  We may pursue legal action under applicable laws and/or report to law enforcement for any violations, and we may terminate the account of any user believed to violate our Terms.

Trademarks and service marks that may be referred to in the Services are our property or their respective owners. Nothing in the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark without our written permission. You are not authorized to use our company and brand names and logos without express written permission, except to the extent otherwise permitted by law.

8. Links in the Services

Although we may control some of the hyperlinks in the Services, other links within the Services may lead to third-party sites such as online retailers and social media platforms. We include these third-party links solely as a convenience to you. The presence of a link does not imply an endorsement of the linked site, its operator, or its contents, or that we are in any way affiliated with the linked site. The Services do not incorporate any materials appearing in such linked sites by reference. We reserve the right to terminate a link to a third party web site at any time. The third party sites are not controlled by us, and may have different terms of use and privacy policies, which we encourage you to review.

9. Linking to the Services

You may link to our website pages, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent. The Services may provide certain social media features that enable you to: link from your own or certain third-party websites to certain content on our Services; send communications with certain content, or links to certain content, using the Services; or cause limited portions of content on the Services to be displayed or appear to be displayed on your own or certain third-party websites. You may use these features solely as they are provided by us, and must not otherwise: establish a link from any website that is not owned by you; cause the Services or portions of it to be displayed on, or appear to be displayed by, any other site (for example, scraping, framing, deep linking, or in-line linking); or take any action with respect to the Services that is inconsistent with these Terms. We may disable any social media features and any links at any time without notice in our sole discretion.

10. Modifications and Interruptions

We cannot guarantee the Services will be available at all times. Although it is our intention for the Services to be available as much as possible, there may be occasions when the Services may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. We may change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. We may modify or discontinue all or part of the Services without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services. Content removed from the Services may continue to be stored by us, including, without limitation, in order to comply with certain legal obligations, but may not be retrievable without a valid court order or similar legal process. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

11. Disclaimer of Warranties; Limitation of Liability

YOUR USE OF THE SERVICES, MATERIALS AND USER CONTENT IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ALL USER CONTENT AND MATERIALS THEREIN ARE PROVIDED “AS IS” WITHOUT A REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED ON THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS THROUGH USE OR DOWNLOADING MATERIAL FROM THE SERVICES. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY DIRECT OR INDIRECT, ACTUAL, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT MAY ARISE FROM THE SERVICES. BY ACCESSING THE SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED , AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” These Terms are intended to be only as broad and inclusive as is permitted by the laws of your state of residence. We reserve all rights, defenses and permissible limitations under the law of your state of residence.

12. Indemnification

You agree to indemnify us and hold us harmless from and against any and all loss, expenses, damages, and costs, including without limitation reasonable attorneys’ fees, resulting, whether directly or indirectly, from your violation of these Terms. You also agree to indemnify us and hold us harmless from and against any and all claims brought by third parties arising out of your use of the Services and any User Content you make available via the Services by any means, including without limitation through a posting, a link, reference to other content, or otherwise.

13. Governing Law; Arbitration and Class Action Waiver

These Terms and your use of the Services are governed by and construed in accordance with the laws of the State of Florida applicable to agreements made and to be entirely performed within the State of Florida, without regard to its conflict of law principles.

EXCLUDING DISPUTES ADDRESSED THROUGH ARBITRATION AS PROVIDED BELOW, YOU AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COMPETENT STATE AND FEDERAL COURTS LOCATED IN FORT LAUDERDALE, FLORIDA IN RELATION TO ANY CLAIM, DISPUTE, OR DIFFERENCE ARISING FROM THESE TERMS, AND YOU AGREE TO WAIVE ANY RIGHT OF REMOVAL OR TRANSFER WHETHER DUE TO FORM NON CONVENIENS OR OTHER REASON. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Transaction Act (UCITA) are expressly excluded from these Terms.

We are reachable via the contact information at the end of these Terms to address any concerns you may have regarding your use of the Services. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations, which shall be a precondition to you initiating a lawsuit or arbitration against us. Any matter or dispute relating in any way to your use of the Services or these Terms, which is not so resolved shall be submitted to binding confidential arbitration as provided below.

Excluding claims by us for injunctive or other non-monetary relief, any claims related to the Services and any dispute or controversy arising out of or relating to these Terms, including without limitation, any and all disputes, claims (whether in tort, contract, statutory or otherwise) or disagreements concerning the existence, breach, interpretation, application or termination of these Terms, shall be resolved by final and binding arbitration in accordance with the JAMS Inc. Streamlined Arbitration Rules & Procedures then in effect, except as otherwise provided below. If you initiate the arbitration, to the extent the filing fee for the arbitration exceeds the lesser of $250 or the cost of filing a lawsuit, we will pay the additional cost.

The decision of the arbitrator will be final and binding on the parties. Judgment on any award(s) rendered by the arbitrator may be entered in any court having jurisdiction thereof. Nothing in this section shall prevent either party from seeking immediate injunctive relief from any court of competent jurisdiction, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The parties undertake to keep confidential all awards in their arbitration, together with all confidential information, all materials in the proceedings created for the purpose of the arbitration and all other documents produced by the other party in the proceedings and not otherwise in the public domain, except to the extent that disclosure may be legally required of a party, necessary to protect or pursue a legal right, or to enforce or challenge an award in legal proceedings before a court or other judicial authority.

The arbitration shall take place in Fort Lauderdale, Florida or at the option of the party seeking relief, online, by telephone, via written submissions alone or in your state of residence if requested, and be administered by JAMS; provided however, that in the event that five (5) or more individuals seek to initiate (or do initiate) arbitration proceedings against us in a coordinated or related manner (e.g., coordination among plaintiffs or their counsel in regard to similar claims), then instead of such arbitrations being administered by JAMS, we may elect to consolidate such arbitrations without JAMS before an arbitrator mutually agreed-upon by the Parties (and terminate any pending filing or administration by JAMS), (i) with such arbitrator being a retired federal or state judge and experienced with the subject matter of the arbitration, and (ii) except with respect to administration of the arbitration proceedings, the arbitrator shall follow JAMS Inc. Streamlined Arbitration Rules and Procedures or a similar set of rules and procedures required by the arbitrator.

YOU WAIVE YOUR RIGHT TO A JURY TRIAL IN ANY JUDICIAL PROCEEDING. IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW AND EXCEPT FOR CONSOLIDATED ARBITRATION AS PROVIDED ABOVE, YOU AGREE THAT EACH PARTY TO A DISPUTE HEREUNDER MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and we agree (and for consolidated arbitration as provided above), no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

14. Services Controlled from United States

Our Services are operated from the United States. We make no representation that content or materials in the Services are appropriate or available for use in other jurisdictions. Access to any of the Services from jurisdictions where such access is illegal is strictly prohibited. If you choose to access the Services from other jurisdictions, you do so at your own risk. You are always responsible for your compliance with applicable laws.

15. Term and Termination

These Terms shall remain in full force and effect while you use the Services. Without limiting any other provision of these Terms , we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the Services (including blocking certain IP addresses), to any person for any reason or for no reason, including without limitation for breach of any representation, warranty, or covenant contained in these Terms or of any applicable law or regulation. We may terminate your use or participation in the Services or delete your account and any content or information that you posted at any time, without warning, in our sole discretion. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.

16. Entire Agreement; Severability

You agree that these Terms (including our Privacy Policy which is incorporated by reference) constitute the complete and exclusive statement of the agreement between you and us and supersedes all other proposals or prior agreements oral or written, and any other communications relating to the subject matter of these Terms. If any provision of these Terms is found unenforceable, it shall not affect the validity of the remainder of these Terms, which shall remain valid and enforceable according to its terms, and the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms or your use of the Services.

17. Electronic Communications, Transactions and Signatures

Using the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive communications from us through electronic means (e.g., email), and agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and/or on the Services, satisfy any legal requirement that such communication be in writing.

YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES IN CONNECTION WITH ANY BINDING TERMS OR CONTRACTS IN CONNECTION WITH THE SERVICES. You hereby waive any rights or requirements under any applicable laws which require an original signature or delivery or retention of non-electronic records.

18. Contacting Us

If you have any questions, concerns or comments about these Terms or our Services, or to resolve a complaint regarding the Services, please contact us as follows: Slate Solutions 7060 W. State Road 84, Ste. 12 Davie, FL 33317; [email protected]; 754.200.6752.

These Terms were last updated June 6, 2024.