PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR AN ACCOUNT OR OTHERWISE USING OUR SERVICES AND ACCESSING ANY MATERIAL ASSOCIATED WITH IT, YOU AGREE TO HAVE READ AND AGREED, WITHOUT RESERVATIONS, TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING ANY FUTURE REVISIONS TO THESE TERMS.
This Terms Of Service Agreement (“Terms” or “Agreement”), is entered into by and between Slickalpha Inc., a Delaware corporation (“SlickAlpha”, “we”, “us” or “our”) delivering the Services (defined below) on its own behalf and on behalf of its Partners and Affiliates, through its proprietary online platform accessible through the websites and associated domains of slickalpha.com, including any successor websites, domains, and web, mobile or desktop applications (“Site” or “Platform”), to the customer (“Customer”, “User”, “you” or “your”) ordering the Services (defined below), each herein also referred to individually as a “Party” or collectively as the “Parties”.
“User Account” means an information technology system on our Platform, which is the subject of the Services or to which the Services relate.
“User Data” means all information, content, data, data records, databases, text, software, music, sounds, photographs, images, graphics, videos, messages, scripts, tags and other materials that Customer publicly posted or privately transmitted or otherwise make available through the Platform and/or Service.
“Personal Data” means any: (i) personally identifiable information or information that is referred to as personal data (including sensitive personal data), PII (or other like term) under applicable data protection or privacy law and includes information that by itself or combined with other information can be used to identify a person, (ii) trade secrets, (iii) financial records (iv) other sensitive, regulated, or confidential information.
“Confidential Information” means non-public information disclosed by one party to the other in any form that (i) is designated as “Confidential"; (ii) a reasonable person knows or reasonably should understand to be confidential; or (iii) includes either party’s products, customers, marketing and promotions, know-how, or the negotiated terms of the Agreement; and which is not independently developed by the other party without reference to the other’s Confidential Information or otherwise known to the other party on a non-confidential basis prior to disclosure.
“Intellectual Property” means patents, copyrights, trademarks, trade secrets, software and source code, specifications and ancillary documentation and any other proprietary intellectual property rights.
“Representatives” means a party’s respective service providers, officers, directors, employees, contractors, Affiliates, suppliers, agents.
“Services” means the services identified in a specific Order (defined below). Services which are provided on an on-going basis over a defined term are referred to as “Recurring Service” and Services which are provided on a one-off basis are referred to as “One Time Services”.
“Order” means the document which describes the Services you are purchasing, including any online order, process, or tool through which you request or provision Services.
“Deliverables” means the tangible or intangible materials which are prepared for your use in the course of performing the Services and that are specifically identified in a Order as Deliverables and described therein.
“Feedback” means any suggestions, comments, ideas, improvements or other feedback relating to the Platform that Customer or its Representatives elect to provide or make available to SlickAlpha.
2. ACCEPTANCE OF TERMS
By entering into the Terms, you represent and warrant that you are,
over eighteen (18) years of age or the legal age to form a binding contract, whichever is greater;
not a person barred from using the Service under the laws of your country of residence or any other applicable jurisdiction;
not 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;
not listed on any U.S. Government list of prohibited or restricted parties, including the Specially Designated Nationals List.
By entering into the Terms on behalf of a company or other legal entity, you represent and warrant that you are authorized and lawfully able to bind such entity to the Terms, in which case “you” shall refer to such entity.
IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM.
3. LIMITATION OF LIABILITY
IN NO EVENT SHALL SLICKALPHA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND ALL THIRD PARTY SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (III) OUR SERVICES WHETHER FOUND AT OUR PLATFORM OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO OUR PLATFORM, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, (V) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER, (VI) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND DATA STORED THEREIN, (VII) ANY INTERRUPTION OR CESSATION OF SERVICES TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (VIII) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IX) ANY USER CONTENT OR CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED CLASS, PORNOGRAPHIC, “X-RATED”, OBSCENE OR OTHERWISE OBJECTIONABLE, AND/OR (X) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF THIS SITE OR OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT SLICKALPHA IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU AGREE THAT SLICKALPHA WILL NOT BE LIABLE FOR ANY (I) SUSPENSION OR LOSS OF THE SERVICES; (II) INTERRUPTION OF BUSINESS; (III) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE WEBSITE(S) PROVIDED THROUGH OR BY THE SERVICES; (IV) LOSS OR LIABILITY RESULTING FROM ACTS OF GOD; (V) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (IV) EVENTS BEYOND THE CONTROL OF SLICKALPHA; (VII) THE PROCESSING OF YOUR APPLICATION FOR SERVICES; OR (VIII) LOSS OR LIABILITY RESULTING FROM THE UNAUTHORIZED USE OR MISUSE OF YOUR ACCOUNT IDENTIFIER OR PASSWORD.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL SLICKALPHA’S TOTAL AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE PARTICULAR SERVICES THAT ARE THE SUBJECT OF THE CAUSE OF ACTION.
THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE.
NO WAIVER OF ANY PROVISION OF THIS AGREEMENT SHALL BE EFFECTIVE UNLESS IT IS IN WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF SLICKALPHA.
SlickAlpha will provide the Services in accordance with the Agreement(s) and all applicable laws. SlickAlpha will provide support only to those individuals registered on the Platform and is not required to provide any support directly to your end users.
In an event of conflict,
Between this Terms and any Agreement(s) or notices, disclaimers or guidelines appearing on the Platform, this Terms shall take precedence but only to the extent of the conflict.
4.2 Email Services & Hosting
Email Services, Delivery and Filtering Disclaimer: SlickAlpha will use commercially reasonable efforts to deliver your email messages, but cannot guarantee delivery. Third party filtering services and other policies of recipient email services may prevent successful delivery of your messages. While our Service does provide some email filtering services designed to filter spam it does not provide virus scanning, it is recommended that you employ additional security measures to protect against spam, email phishing attempts and email infected with viruses. You acknowledge that the limitations of the filtering service will likely result in the capture of some legitimate email and the failure to capture some unwanted email, including email infected with viruses. SlickAlpha is not responsible for any damages arising from the failure of the Service’s filtering services to filter unwanted email or from the capture of legitimate email, or from a failure of your email to reach its intended recipient. Furthermore, You acknowledge that SlickAlpha does not control the transfer of Data via the internet, and cannot be held responsible for delays or delivery problems arising from internet or other outside connection issues.
4.3 Unsupported Services
SlickAlpha may designate Services as “non-standard”, “test”, “beta”, “early access” or “best efforts”, or with like designation (collectively “Unsupported Services”). SlickAlpha makes no representation or warranty with respect to Unsupported Services except that it will use good faith efforts as may be expected of technicians having generalized knowledge and training in information technology systems. SlickAlpha makes no guarantee of results in this regard. SlickAlpha shall not be liable to you for any loss or damage arising from the provision of Unsupported Services.
4.4 Service Disclaimer
SlickAlpha makes no commitment to provide any services other than the Services stated in the Order. SlickAlpha is not responsible to you or any third party for unauthorized access to your User Data or for unauthorized use of the Services that is not solely caused by SlickAlpha’s failure to meet its security obligations in Section 4 (Security and Data Privacy). SlickAlpha and its Representatives disclaim any and all warranties not expressly stated in the Agreement to the maximum extent permitted by law including implied warranties such as merchantability, satisfactory quality, fitness for a particular purpose and non-infringement. SlickAlpha expressly reserves the right, at any time during the term of the Agreement, to adapt, arrange and/or modify any of the components granting access and use rights to the Service and the associated documentation, provided that the maintenance and support commitments are complied with for these operations. Similarly, SlickAlpha may, at any time, discontinue providing a Platform deemed undesirable and/or obsolete and migrate services to a new infrastructure; in which case, SlickAlpha will endeavor to inform you as early as possible.
5. CUSTOMER OBLIGATIONS
You may use the Services for commercial and professional purposes only and may not use the Services in any situation where failure or fault of the Services or the User Account could lead to death or serious bodily injury of any person or physical or environmental damage. You will enable SlickAlpha’s reasonable method for access to the User Account for the purpose of performing the Services and invoicing. You must cooperate with SlickAlpha’s reasonable investigation of outages, security problems, and any suspected breach of the Agreement. You are responsible for keeping your account permissions, billing, and other account information up to date. You agree that your use of any User Account provided by SlickAlpha will comply with the Acceptable Use Policy (the “AUP”) available at https://www.slickalpha.com/legal/usage. You agree that you are solely responsible for the suitability of the Services and your compliance with any applicable laws, including export laws and data privacy laws. You also agree to ensure that your own users comply with this Agreement.
Except as expressly permitted under this Agreement, Customer shall not itself, nor shall it permit any other party to:
reproduce, modify, translate, adapt or create derivative works based upon the Platform;
reverse engineer, decode, decompile, disassemble or otherwise attempt to access or derive the source code or architectural framework of the Platform;
access the Platform for purposes of benchmarking or developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Platform;
take any action that imposes an unreasonable or disproportionately heavy load on the Platform or its infrastructure or that negatively affects the ability of others to access or use the Platform;
rent, lease, lend, sell or sublicense the Platform or otherwise provide access to the Platform as part of a service bureau or similar fee-for-service purpose; or
use the Platform in any way that does not comply with all Applicable Law.
5.3 User Account
You are responsible for maintaining the confidentiality of your User Account and its password, if any, and are fully responsible for any and all activities that occur under your User Account. You agree to (i) immediately notify SlickAlpha of any unauthorized use of your User Account or password or any other breach of security, and (ii) ensure that you exit from your account at the end of each session when accessing the Service. SlickAlpha will not be liable for any loss or damage arising from your failure to comply with this Section.
5.4 User Data
You agree to comply with the SlickAlpha documentation found on the respective Platform and agree that SlickAlpha may establish new procedures for your use of the Services as it deems necessary for the optimal performance of the Services.
5.6 Data Backup
SlickAlpha shall only back up data to the extent stated on an Order. It is your responsibility to ensure the integrity and security of User Data and to regularly backup and validate the integrity of backups of User Data on an environment separate from the User Account.
5.7 Suspension of Services
SlickAlpha may suspend the Services without liability if: (i) SlickAlpha reasonably believes that the Services are being used in violation of the Agreement; (ii) you don’t cooperate with our reasonable investigation of any suspected violation of the Agreement; (iii) there is an attack on the Services or your User Account is accessed or manipulated by a third party without your consent, (iv) SlickAlpha is required by law or by a regulatory or government body to suspend the Services, or (v) there is another event for which SlickAlpha reasonably believes that the suspension of the Services is necessary to protect the SlickAlpha network or our other customers.
6. SECURITY & PRIVACY
SlickAlpha shall provide the Services in accordance with the security and privacy practices set forth at https://www.slickalpha.com/legal and any additional security specifications identified in the Order or this Terms. You must use reasonable security precautions in connection with your use of the Services, including appropriately securing and encrypting Personal Data stored on or transmitted using your User Account. User Data is, and at all times shall remain, your exclusive property. SlickAlpha will not use or disclose User Data except as materially required to perform the Services or as required by law.
7. INTELLECTUAL PROPERTY
7.1 User Data Responsibility
Customer and its Representatives, and not SlickAlpha, are solely responsible for all User Data and giving all required notices and obtaining all necessary consents (including all required permissions from Intellectual Property holders) before submitting User Data through or to the Platform. Customer and its Representatives shall not submit, upload, email, transmit or otherwise make available through the Platform any data not owned by Customer or its Representatives or for which Customer and its Representatives do not have all necessary authorization to submit, upload, email, transmit or otherwise make available through the Platform.
7.2 Use Of Marks
Unless otherwise agreed in the Order, you agree that SlickAlpha may publicly disclose that it is providing Services to you and may use your name and logo to identify you in promotional materials, including press releases. You may not issue any press release or publicity regarding the Agreement, use the SlickAlpha name or logo or other identifying indicia, or publicly disclose that it is using the Services without SlickAlpha’s prior written consent.
7.3 Owned by Customer
SlickAlpha acknowledges and agrees that, as between Customer and SlickAlpha, ownership of rights, title and interest (including all Intellectual Property) in and to Customer Data and any translations, transcriptions, or captions of such Customer Data. If you provide SlickAlpha with your pre-existing Intellectual Property (“Customer IP”), then you hereby grant to SlickAlpha, during the term of the applicable Order, a limited, worldwide, non-transferable, royalty-free, fully-paid-up, right and license (with right of sub-license where required to perform the Services) to use the Customer IP solely for the purpose of providing the Services. You represent and warrant that you have all rights in the Customer IP necessary to grant this license, and that SlickAlpha’s use of such Customer IP shall not infringe on the Intellectual Property rights of any third party.
7.4 Owned by SlickAlpha
Unless otherwise specifically stated in the applicable Order, and excluding any Customer IP, SlickAlpha shall own all Intellectual Property created as part of providing the Services or contained in the Deliverables. Unless otherwise specifically stated in the Agreement, and subject to your payment in full for the applicable Services, SlickAlpha grants to you a limited, non-exclusive, non-transferable, royalty-free right and license (without the right to sublicense) to use any Deliverables, and during the term of the Order any Intellectual Property (excluding any Third Party Software and any Open Source Software), provided to you by SlickAlpha as part of the Services for your internal use as necessary for you to enjoy the benefit of the Services.
7.5 Open Source
In the event SlickAlpha distributes any open source software to you as part of the Services (for example Linux and software licensed under the Apache, GPL, MIT or other open source licenses, collectively “Open Source Software”) then such Open Source Software is subject to the terms of the applicable open source license. To the extent there is a conflict with these Terms of Service, the terms of the applicable open source license shall control.
7.6 Third Party Software
SlickAlpha may provide third party software for your use as part of the Services or to assist in our delivery of the Services (“Third Party Software”). Unless otherwise permitted by the terms of the applicable license you may not (i) assign, grant or transfer any interest in the Third Party Software to another individual or entity, (ii) reverse engineer, decompile, copy or modify the Third Party Software, (iii) modify or obscure any copyright, trademark or other proprietary rights notices that are contained in or on the Third Party Software, or (iv) exercise any of the reserved Intellectual Property rights provided under the laws governing this Agreement. You may only use Third Party Software provided for your use as part of the Services (identified on the Order) on the User Account on which it was originally installed, subject to any additional restrictions identified in these Terms of Service or Order. You are prohibited from using Third Party Software which SlickAlpha installs in order to assist our delivery of the Services. Upon termination of the Order, you will permit removal of the Third Party Software. SlickAlpha makes no representation or warranty regarding Third Party Software except that SlickAlpha has the right to use or provide the Third Party Software and that SlickAlpha is in material compliance with the applicable license.
You acknowledge and agree that any Feedback provided by you to SlickAlpha are non-confidential, shall become the property of SlickAlpha and SlickAlpha will be entitled to the unrestricted use and dissemination of these Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
7.8 Intellectual Property Notices
Customer shall not remove, obscure or modify in any way any copyright or trademark notices or other notices or disclaimers that appear within the Platform or any other materials made available by SlickAlpha.
7.9 Reservation of Rights
Each of the parties reserves all rights not expressly granted under this Agreement.
If the delivery of the Services infringes the intellectual property rights of a third party and SlickAlpha determines that it is not reasonably or commercially practicable to obtain the right to use the infringing element, or modify the Services or Deliverable such that they do not infringe, then SlickAlpha may terminate the Order on ninety days’ notice and will not have any liability on account of such termination except to refund amounts paid for unused Services (prorated as to portions of Deliverables deemed infringing).
8. Acceptable Use Policy (AUP)
By purchasing products and services, and by using platforms and SlickAlpha, You acknowledge and agree to the usage terms defined in Acceptable Use Policy, which is incorporated herein by reference. SlickAlpha reserves the right to refuse Services to anyone upon Our discretion. You agree that We have the sole right to decide what constitutes a violation of the AUP described above as well as what is the appropriate severity of any corrective action to be applied. In the event that a violation of Our AUP is found, SlickAlpha will take corrective action upon Our own discretion with or without prior notice and may lead to possible warning, suspension or immediate account termination with no refund. SlickAlpha’s decision in such case is binding and final, and cannot be a subject of a further change. SlickAlpha cannot and shall not be liable for any loss or damage arising from Our measures against actions causing harm to SlickAlpha or any other third party.
You agree to pay the fees for the Services based on the rates and charges set forth in the Platform or in your Order, as applicable. All Order(s) placed on our Platform are prepaid. From time to time, SlickAlpha may impose additional fees or surcharges on certain Services provided to you, which such additional fees and surcharges shall in each case be communicated to you through our Platform or an update to your Order, as applicable.
Renewal notices are emailed twenty (20) days before the actual renew date in your account. Renewal fees must be paid before the date of expiry. If you have arranged for payment by credit card, SlickAlpha may charge your card or account on or before the renewal date.
IN ORDER TO ENSURE THAT YOU DO NOT EXPERIENCE AN INTERRUPTION OR LOSS OF SERVICES, MOST SERVICES OFFER AN AUTOMATIC RENEWAL OPTION. THE AUTOMATIC RENEWAL OPTION WILL ATTEMPT TO AUTOMATICALLY RENEW THE APPLICABLE SERVICE FOR A RENEWAL PERIOD EQUAL IN TIME TO THE MOST RECENT SERVICE PERIOD, EXCEPT FOR DOMAIN NAMES WHICH WILL RENEW FOR THE ORIGINAL SERVICE PERIOD. FOR EXAMPLE, FOR PRODUCTS OTHER THAN DOMAINS, IF YOUR LAST SERVICE PERIOD IS FOR ONE YEAR, YOUR RENEWAL PERIOD WILL BE FOR ONE YEAR. WITH THE AUTOMATIC RENEWAL OPTION, SLICKALPHA WILL ATTEMPT TO RENEW THE APPLICABLE SERVICE WHEN IT COMES UP FOR RENEWAL AND WILL TAKE PAYMENT FROM THE PAYMENT METHOD YOU HAVE ON FILE WITH US AT SLICKALPHA’S THEN CURRENT RATES, WHICH YOU ACKNOWLEDGE AND AGREE MAY BE HIGHER OR LOWER THAN THE RATES FOR THE ORIGINAL SERVICE PERIOD. PLEASE NOTE THAT RENEWAL DATES VARY BY SERVICE. FOR INSTANCE, SOME SERVICES MAY RENEW FOURTEEN (14) DAYS PRIOR TO EXPIRATION AND OTHERS MAY RENEW SEVEN (7) DAYS PRIOR TO EXPIRATION. YOU MAY ENABLE OR DISABLE THE AUTOMATIC RENEWAL OPTION AT ANY TIME. HOWEVER, SHOULD YOU ELECT TO DISABLE THE AUTOMATIC RENEWAL OPTION AND FAIL TO MANUALLY RENEW YOUR SERVICES BEFORE THEY EXPIRE OR IF YOUR PAYMENT METHOD CHOSEN FOR YOUR AUTOMATIC RENEWAL SHOULD FAIL, YOU MAY EXPERIENCE AN INTERRUPTION OR LOSS OF SERVICES, AND SLICKALPHA SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY REGARDING THE SAME. SLICKALPHA RESERVES THE RIGHT TO DETERMINE WHETHER A SECOND ATTEMPT AT PAYMENT WILL BE MADE SHOULD THE CHOSEN PAYMENT METHOD FAIL.
IN ADDITION, SLICKALPHA MAY PARTICIPATE IN “RECURRING BILLING PROGRAMS” OR “ACCOUNT UPDATER SERVICES” SUPPORTED BY YOUR THIRD-PARTY BILLING PROVIDER. IF YOU ARE ENROLLED IN AN AUTOMATIC RENEWAL OPTION AND WE ARE UNABLE TO SUCCESSFULLY CHARGE YOUR EXISTING PAYMENT METHOD, YOUR CREDIT CARD PROVIDER (OR YOUR BANK) MAY NOTIFY US OF UPDATES TO YOUR CREDIT CARD NUMBER AND/OR EXPIRATION DATE, OR THEY MAY AUTOMATICALLY CHARGE YOUR NEW CREDIT CARD ON OUR BEHALF WITHOUT NOTIFICATION TO US. IN ACCORDANCE WITH RECURRING BILLING PROGRAM REQUIREMENTS, IN THE EVENT THAT WE ARE NOTIFIED OF AN UPDATE TO YOUR CREDIT CARD NUMBER AND/OR EXPIRATION DATE, SLICKALPHA WILL AUTOMATICALLY UPDATE YOUR PAYMENT PROFILE ON YOUR BEHALF. SLICKALPHA MAKES NO GUARANTEES THAT WE WILL REQUEST OR RECEIVE UPDATED CREDIT CARD INFORMATION. YOU ACKNOWLEDGE AND AGREE THAT IT IS YOUR SOLE RESPONSIBILITY TO MODIFY AND MAINTAIN YOUR ACCOUNT SETTINGS, INCLUDING BUT NOT LIMITED TO (I) SETTING YOUR RENEWAL OPTIONS AND (II) ENSURING YOUR ASSOCIATED PAYMENT METHOD(S) ARE CURRENT AND VALID. FURTHER, YOU ACKNOWLEDGE AND AGREE THAT YOUR FAILURE TO DO SO MAY RESULT IN THE INTERRUPTION OR LOSS OF SERVICES, AND SLICKALPHA SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY REGARDING THE SAME.
If your undisputed payment is overdue for more than thirty days, SlickAlpha may suspend the Services and any other services you receive from SlickAlpha on written notice. SlickAlpha shall undertake collection efforts prior to any suspension. Invoices that are not disputed within one hundred and twenty days of the invoice date are conclusively deemed accurate. Fees must be paid in the currency identified in our Platform or Order, as applicable. You are solely responsible for all bank fees and charges associated with the delivery of payments to SlickAlpha. SlickAlpha may charge interest on overdue amounts at the greater of 1.5% per month or the maximum legal rate, and may charge you for any cost or expense arising out of our collection efforts.
While all purchases are tax invoiced in US dollars, SlickAlpha may process billing and provide proforma invoices in currencies other than US dollars. You acknowledge and agree that the currency conversion is provided at daily/weekly rates and are subject to market fluctuations and volatility. Due to potential time delays between billing process and the payment settlement, the settlement price charged may fluctuate. Accordingly, SlickAlpha makes no representations or warranties that the actual price will be the same or substantially similar to the settlement price You will pay and You waive any and all claims based upon any discrepancy between the actual price and the settlement price.
9.4 Fee Increases
SlickAlpha may revise the pricing terms that apply to your use of the Services at any time by providing you with notice pursuant to Section 11 of these Terms. With respect to Customers that are not party to a then-effective Order, such rate changes will be effective immediately upon the posting of an update to our Platform. With respect to Customers that are party to a then-effective Order, the revised rates, charges and fees assessed to you for Services under such Order will not become effective until the commencement of the next renewal term of such Order and in any event may not increase by more than ten percent (10%) (as compared to the rates and charges in effect for the immediately preceding term) effective upon the commencement of each renewal term (and the Order will be deemed amended to reflect such increased rates and charges). If at any time during either an initial or renewal term of a Order a third party license provider directly or indirectly increases the fee they charge SlickAlpha for your use of Third Party Software, SlickAlpha may increase your fees by the same percentage amount on sixty (60) days’ advance written notice.
All amounts due to SlickAlpha under the Agreement are exclusive of any value added, goods and services, sales, use, and like taxes, (collectively, “Tax”). You must pay SlickAlpha the Tax that is due or provide SlickAlpha with satisfactory evidence of your exemption from the Tax in advance of invoicing. You must provide SlickAlpha with accurate and adequate documentation sufficient to permit SlickAlpha determine if any Tax is due. All payments to SlickAlpha shall be made without any withholding or deduction for any taxes except for withholding (or similar) taxes imposed on income that may be attributable to SlickAlpha in connection with its provision of the Services that you are legally required to withhold and remit to the applicable governmental or taxing authority (“Local Withholding Taxes”). You agree to timely provide SlickAlpha with accurate factual information and documentation of your payment of any such Local Withholding Taxes. SlickAlpha shall remit such cost to you in the form of a credit on your outstanding account balance following receipt of sufficient evidence of payment of any such Local Withholding Taxes.
10. TERM & TERMINATION
The term of this Agreement will commence on the date you begin using the Service and will continue as long as you maintain a SlickAlpha account and use our websites, unless terminated by either party in accordance with the terms of this Agreement. Either party may terminate this agreement upon 30 days written notice to the other party.
SlickAlpha reserves the right to suspend Customer or any End User’s access to the Platform in the event of an Emergency Security Issue. SlickAlpha will make commercially reasonable efforts to limit suspension to the minimum extent and duration necessary to eliminate the Emergency Security Issue. SlickAlpha further reserves the right to suspend or revoke access to the Platform by any End User who violates this Agreement or any Policy.
10.3 Termination for Cause
Either party may terminate the Agreement or the affected Order(s) for cause on written notice if the other party materially breaches the Agreement and, where the breach is remediable, does not remedy the breach within forty-five (45) days of the non-breaching party’s written notice describing the breach.
If following suspension of your Services for non-payment, your payment of any invoiced undisputed amount remains overdue for a further ten (10) days, SlickAlpha may terminate the Agreement or the applicable Order(s) for breach on written notice.
Either party may terminate the Agreement and the Order(s) on written notice if the other enters into compulsory or voluntary liquidation, or ceases for any reason to carry on business, or takes or suffers any similar action which the other party reasonably believes means that it may be unable to pay its debts. Notwithstanding anything to the contrary in the Agreement, the fees for the Services shall become due immediately on such an occurrence.
Any provision that, by its terms, is intended to survive the expiration or termination of this Agreement shall survive such expiration or termination, including Sections: 3 (Limitation of Liability); 5 (Fees); 6 (Intellectual Property); 7(d) (Events Upon Termination); 7(e) (Survival); 8 (Indemnification); 9 (Confidential Information); 10 (Disclaimer of Warranties) and 11 (Miscellaneous).
11. CONFIDENTIAL INFORMATION
Each party agrees not to use the other’s Confidential Information except in connection with the performance or use of the Services, the exercise of its legal rights under this Agreement, or as required by law, and will use reasonable care to protect Confidential Information from unauthorized disclosure. Each party agrees not to disclose the other’s Confidential Information to any third party except: (i) to its Representatives, provided that such Representatives agree to confidentiality measures that are at least as stringent as those stated in these Terms of Service; (ii) as required by law; or (iii) in response to a subpoena or court order or other compulsory legal process, provided that the party subject to such process shall give the other written notice of at least seven days prior to disclosing Confidential Information unless the law forbids such notice.
11.2 Routing Data
Your email messages and other items sent or received via the mail service will include information that is created by the systems and networks that are used to create and transmit the message including information such as server hostnames, IP addresses, timestamps, mail queue file identifiers, and spam filtering information (“message routing data”). You agree that SlickAlpha may view and use the message routing data for our general business purposes, including maintaining and improving security, improving our services, and developing products. In addition, you agree that SlickAlpha may disclose message routing data to third parties in aggregate statistical form, provided that SlickAlpha does not include any information that could be used to identify you.
11.3 Usage Data
SlickAlpha collects and stores information related to your use of the Services, such as use of the Website, API, SMTP and filtering choices and usage. You agree that SlickAlpha may use this information for our general business purposes and may disclose the information to third parties in aggregate statistical form, provided that SlickAlpha does not include any information that could be used to identify you.
If SlickAlpha, its Affiliates, or any of its or their Representatives (the “Indemnities”) is faced with a legal claim by a third party arising out of your actual or alleged: willful misconduct, breach of applicable law, failure to meet the security obligations required by the Agreement, breach of your agreement with your customers or end users, violation of the AUP, or your breach of Section 7. (INTELLECTUAL PROPERTY) then you will pay the cost of defending the claim (including reasonable legal fees) and any damages award, fine or other penalty that is imposed on the Indemnities as a result of the claim. Your obligations under this Section include claims arising out of the acts or omissions of your employees or agents, any other person to whom you have given access to the User Account, and any person who gains access to the User Account as a result of your failure to use reasonable security precautions, even if the acts or omissions of such persons were not authorized by you.
You agree to defend, indemnify and hold harmless SlickAlpha and any of its contractors, agents, employees, officers, directors, shareholders, affiliates and assigns from any loss, liability, damages or expense, including reasonable attorneys' fees, arising out of (i) any breach of any representation or warranty provided in these Agreement(s) or any other agreement that has been incorporated by reference herein; (ii) the Services or Your use of the Services, including without limitation infringement or dilution by You or by another using the Services from Your computer; (iii) any intellectual property or other proprietary right of any person or entity; (iv) any information or data You supplied to SlickAlpha, including, without limitation, any misrepresentation in Your application, if applicable; (v) the inclusion of metatags or other elements in this Site created for You or by You via the Services; (vi) any information, material, or services available on User Account; or (vii), any negligence or willful misconduct by You, or any allegation that Your account infringes a third person's copyright, trademark or proprietary or intellectual property right, or misappropriates a third person's trade secrets.
This indemnification is in addition to any indemnification required of You elsewhere. Should SlickAlpha be notified of a pending lawsuit, or receive notice of the filing of a lawsuit, SlickAlpha may seek a written confirmation from You concerning Your obligation to defend, indemnify and hold harmless SlickAlpha. Such written confirmation may include the posting of performance bonds or other guarantees. Your failure to provide such a confirmation may be considered a breach of this agreement. You agree that SlickAlpha shall have the right to participate in the defense of any such claim through counsel of its Own choosing. You agree to notify SlickAlpha of any such claim promptly in writing and to allow SlickAlpha to control the proceedings. You agree to cooperate fully with SlickAlpha during such proceedings. The terms of this section will survive any termination or cancellation of this Agreement.
13. DISCLAIMER OF WARRANTIES
YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE AND OUR SERVICES SHALL BE AT YOUR OWN RISK AND THAT SERVICES FOUND ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. SLICKALPHA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SLICKALPHA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND/OR (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND SLICKALPHA ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY SLICKALPHA, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION ITS SUPPORT CENTER OR CUSTOMER SERVICE REPRESENTATIVES), AND THIRD PARTY SERVICE PROVIDERS WILL (I) CONSTITUTE LEGAL OR FINANCIAL ADVICE OR (II) CREATE A WARRANTY OF ANY KIND WITH RESPECT TO THIS SITE OR THE SERVICES FOUND AT THIS SITE, AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THIS SITE OR OUR SERVICES.
Notices. Your routine communications to SlickAlpha regarding the Services should be sent to our account team using options provided in the Platform. SlickAlpha’s routine communications regarding the Services and legal notices will be posted on the Platform or sent by email or post to the individual(s) you designate as your contact(s) on your account. Notices are deemed received as of the time posted or delivered, or if that time does not fall on a business day, as of the beginning of the first business day following the time posted or delivered. For purposes of counting days for notice periods, the business day on which the notice is deemed received counts as the first day. To give a notice regarding termination of the Agreement for breach, indemnification, or other legal matter, you must send it by electronic mail to: email@example.com and by first-class post to: ATTN: Legal, Slickalpha Inc. PMB 82166, 2810 N Church St., Wilmington, DE, 19802-4447, USA
Assignment/Subcontactors. Neither party may assign the Agreement or any Orders without the prior written consent of the other party except to an Affiliate or successor as part of a corporate reorganization or a sale of some or all of its business, provided the assigning party notifies the other party of such change of control. SlickAlpha may use its Affiliates or subcontractors to perform all or any part of the Services, but SlickAlpha remains responsible under the Agreement for work performed by its Affiliates and subcontractors to the same extent as if SlickAlpha performed the Services itself. You acknowledge and agree that SlickAlpha Affiliates and subcontractors may be based outside of the geographic jurisdiction in which you have chosen to store User Data and if legally required the parties will enter into good faith negotiations of such agreements as are necessary in order to legitimize the transfer of User Data.
Governing Law. The Agreement is governed by the laws of the State of Delaware, USA, exclusive of any choice of law principle that would require the application of the law of a different jurisdiction, and the laws of the United States of America including the Federal Arbitration Act, 9 U.S.C. §1, et seq. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.
Arbitration. Any dispute or claim relating to or arising out of the Agreement shall be submitted to binding arbitration. The arbitration shall be conducted in the state and county (or equivalent geographic location) of the non-asserting party’s principal business offices in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) in effect at the time the dispute or claim arose. The arbitration shall be conducted by one arbitrator from AAA or a comparable arbitration service. The arbitrator shall issue a reasoned award with findings of fact and conclusions of law. Either party may bring an action in any court of competent jurisdiction to compel arbitration under this Agreement, or to enforce an arbitration award. Neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.
Class and Collective Action Waivers. Customer and SlickAlpha mutually agree that by entering into this Agreement and agreeing to the arbitration provisions set forth herein, both waive their right to have any dispute or claim brought, heard or arbitrated as a class action and/or collective action, and an arbitrator will not have any authority to hear or arbitrate any class and/or collective (“Class Action Waiver”). Notwithstanding any other clause contained in the arbitration provision set forth in Section 11(j) or the AAA rules, any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The Class Action Waiver will be severable from the arbitration agreement in this Agreement in any case in which (1) the dispute is filed as a class and/or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is invalid, unenforceable, unconscionable, void or voidable. In such case, the class and/or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.
No Waiver. The failure of either party to require strict performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. Any waiver of the provisions of this Agreement, or of any breach or default hereunder, must be set forth in a written instrument signed by the party against which such waiver is to be enforced.
Force Majeure. Neither party shall be liable for any failure to perform under this Agreement to the extent due to any act of God, fire, casualty, flood, war, strike, lock out, failure of public utilities, injunction or any act, exercise, assertion or requirement of any governmental authority, epidemic, destruction of production facilities, insurrection or any other cause beyond the reasonable control of the party invoking this provision.