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The Terms of Service set out the terms and conditions upon which you may use Slate or a Template and any application or functionality Extreme Reach UK Ltd makes available through Slate.
By using Slate or signing an Order Form, you agree to and accept the Terms of Service and the Order Form.
Please read the Terms of Service carefully and make sure you understand and agree to them before using Slate or a Template. If you have any questions relating to the Terms of Service please contact Extreme Reach UK Ltd at support@slateapp.com.
IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE DO NOT USE Slate.
1.1. Slate is provided by Extreme Reach UK Ltd, a company incorporated and registered in England and Wales under company number 9939311 whose registered office is at 4th Floor, 37 Sun Street, London, EC2M 2PL, United Kingdom. Extreme Reach UK Ltd’s VAT number is 241932320.
2.1. In the Terms of Service, save where the context requires otherwise, the following words and expressions have the following meaning:
2.1.1. “Account” means the Client’s account on Slate;
2.1.2. “Agreement” means the agreement between the Client and Extreme Reach UK Ltd for the provision of Slate, comprising the Order Form and the Terms of Service;
2.1.3. “Client” means the person identified in the Order Form;
2.1.4. “Client Data” means the content and data transferred from to any Extreme Reach UK Ltd equipment as a result of the Client’s use of Slate;
2.1.5. “Commencement Date” means the date from which the Client will receive access to Slate, as set out in the Order Form;
2.1.6. “Confidential Information” means information which is identified as confidential or proprietary by either party or by the nature of which is clearly confidential or proprietary;
2.1.7. “Extended Term” has the meaning ascribed to it in clause 3.1;
2.1.8. “Fees” means the Slate Fees and the Template Fees;
2.1.9. “Initial Term” has the meaning ascribed to it in clause 3.1;
2.1.10. “Order Form” means the order form signed (whether electronically or otherwise) which amongst other things, identifies the Client and sets out the Fees, if applicable;
2.1.11. “Permitted Domain” means the internet domain identified in the Order Form;
2.1.12. “Slate” means the software product Extreme Reach UK Ltd makes available as a service through the Website;
2.1.13. “Slate Fees” means the amount set out in the Order Form for the provision of Slate;
2.1.14. “Template” means the template identified on the Order Form or otherwise agreed between the parties;
2.1.15. “Template Fees” means the amount set out in the Order Form for the provision of the Template or as otherwise agreed between the parties;
2.1.16. “Terms of Service” means these terms and conditions of service as amended from time to time;
2.1.17. “Term” means the period of time made up of the Initial Term and any Extended Term;
2.1.18. “User” means any person authorised by the Client to access Slate on behalf of the Client;
2.1.19. “Virus” mean any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
2.1.20. “Website” means www.slateapp.com.
3.1. Unless we agree otherwise in writing, this Agreement shall commence on the Commencement Date and shall continue for a period of 3 months (the “Initial Term”). Following the Initial Term, this Agreement will continue automatically for successive periods of 3 months (each, an “Extended Term”) unless either party notifies the other party of termination, in writing, by giving at least 30 days’ notice to the other party (such notice not to expire before the expiry of the Initial Term or the then current Extended Term)
4.1. Extreme Reach UK Ltd grants the Client a non-exclusive, non-transferable, personal and non sub-licensable licence to permit Users to use Slate and the Slate features in relation to the Permitted Domain for the purpose of managing, editing and controlling the Client’s Data on Slate and managing the Client’s Account on Slate.
4.2. The Client must treat any username and password used to access Slate or the Client’s Account as Confidential Information, and it must not disclose it to any third party (other than to Users).
4.3. Extreme Reach UK Ltd may disable any username or password, at any time and at Extreme Reach UK Ltd’s sole discretion, if a User or the Client has failed to comply with any of the provisions of the Agreement.
4.4. The Client is responsible for maintaining the confidentiality of login details for its Account and any activities that occur under its Account including the activities of Users. Whenever applicable, Extreme Reach UK Ltd encourages the Client to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with its Account. If the Client has any concerns about the login details for its Account or thinks they have been misused, please contact Extreme Reach UK Ltd at support@slateapp.com.
4.5. The Client is responsible for making all arrangements necessary for Users to have access to Slate. The Client is also responsible for ensuring that all Users are aware of the terms of the Agreement, and that they comply with them.
4.6. The Client must prevent any unauthorised access to, or use of, Slate and, in the event of any such unauthorised access or use, promptly notify Extreme Reach UK Ltd.
4.7. The Client recognises that Extreme Reach UK Ltd is always innovating and finding ways to improve Slate with new features and services. Therefore, the Client agrees that Slate may change from time to time and no warranty, representation or other commitment is given in relation to the continuity of any functionality of Slate.
4.8. The Client shall indemnify and defend Extreme Reach UK Ltd, its agents and contractors from and against any and all losses, damages, claims, liabilities or expenses (including reasonable lawyer’s fees) arising out of a claim brought by a third party relating to the Client’s use of Slate (except to the extent caused by Extreme Reach UK Ltd’s negligence).
4.9. Extreme Reach UK Ltd has the right to disable any Account, if in its sole opinion the Client or a User has failed to comply with any of the provisions of the Agreement.
4.10. Extreme Reach UK Ltd may monitor the Client’s use of Slate to ensure quality, improve Slate, and verify the Client’s compliance with the Agreement.
5.1. Where indicated in the Order Form, Extreme Reach UK Ltd grants the Client a non-exclusive, non-transferable, personal and non sub-licensable licence to (a) use the Template to display the Client’s Data accessible via Slate at the Permitted Domain and (b) customise the Template as permitted by the functionality in the Template or as agreed between the Parties in writing from time to time.
6.1. The Client:
6.1.1. must comply with all applicable laws and regulations with respect to its use of Slate and its activities under the Agreement;
6.1.2. must use Slate in accordance with the terms of the Agreement and shall be responsible for any actions and omissions in connection with the use of Slate by any Users;
6.1.3. must obtain and shall maintain all necessary licences, consents, and permissions necessary for Extreme Reach UK Ltd to perform its obligations to the Client under the terms of Agreement;
6.1.4. must ensure that its network and systems, including its internet browser used complies with the relevant specifications provided by Extreme Reach UK Ltd from time to time;
6.1.5. is solely responsible for procuring and maintaining its network connections and telecommunications links from its systems in order to access and use Slate.
6.1.6. must not (a) access, store, distribute or transmit any Virus through Slate (b) use Slate to access, store, distribute or transmit any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (c) use Slate or the Template in a manner that is illegal or causes damage or injury to any person or property; (d) use any automated system, including without limitation “robots,” “spiders,” “offline readers,” to access Slate in a manner that sends more request messages to Slate than a human can reasonably produce in the same period of time by using a conventional online web browser; (e) attempting to interfere with or compromise Slate integrity or security. Extreme Reach UK Ltd reserves the right, without liability or prejudice to its other rights under the Agreement, to disable the Client’s Account for breaches of the provisions of this clause 6.1.6.
7.1. Extreme Reach UK Ltd is the owner of or the licensee of all intellectual property rights in Slate and the Template. These works are protected by copyright and other laws and treaties around the world. All such rights are reserved.
7.2. Save as otherwise provided in this Agreement, the Client will not, when using Slate or the Template:
7.2.1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Slate or the Template in any form or media or by any means; or
7.2.2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Slate or the Template; or
7.2.3. access all or any part of Slate or the Template in order to build a product or service which competes with Slate or the Template use or attempt to use Slate or the Template to directly compete with Extreme Reach UK Ltd.
7.3. The Client grants Extreme Reach UK Ltd a licence to access, download and use the Client Data for the purpose of presenting the Client Data in accordance with Slate functionality, displaying such data to Users, developing, testing, improving and altering the functionality of Slate and producing anonymised or anonymised and aggregated statistical reports and research. Otherwise, Extreme Reach UK Ltd claims no rights in the Client Data. The Client shall maintain a backup of Client Data and Extreme Reach UK Ltd shall not be responsible or liable for the deletion, correction, alteration, destruction, damage, loss, disclosure or failure to store any Client Data.
8.1. Extreme Reach UK Ltd may use the Client’s name, logo and related trademarks in any of Extreme Reach UK Ltd’s publicity or marketing materials (whether in printed or electronic form) for the purpose of highlighting that the Client uses Slate and alongside any testimonials that the Client has agreed to give. The Client grants Extreme Reach UK Ltd such rights as are necessary to use its name, logo, related trademarks and testimonial for the purpose of this clause 8.1.
8.2. The Client acknowledges that Extreme Reach UK Ltd may prepare written overviews of the impact of Slate on the Client’s business (“Case Studies”). The Client agrees that Extreme Reach UK Ltd may publish such Case Studies with the Client’s consent (such consent not to be unreasonably refused or delayed) as part of its marketing materials. The Client may request reasonable amendments to Case Studies.
9.1. Extreme Reach UK Ltd does not claim ownership in the Client Data.
9.2. If Extreme Reach UK Ltd processes any Personal Data as a result of hosting the Client Data or as a result of the Client’s use of Slate, the Client agrees that Extreme Reach UK Ltd does so as Data Processor and that the Client is the Data Controller in relation to such Personal Data.
9.3. Extreme Reach UK Ltd and the Client agree that, in relation to such Personal Data:
9.3.1. Extreme Reach UK Ltd will process the Personal Data only in accordance with the terms of the Agreement and any lawful written instructions reasonably given to Extreme Reach UK Ltd by the Client from time to time; and
9.3.2. Extreme Reach UK Ltd will both have in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.
9.4. For the purposes of this clause 9, the terms “Personal Data”, “Data Processor” and “Data Controller” shall have the same meaning as set out in the Data Protection Act 1998.
10.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under these terms and conditions. A party’s Confidential Information shall not be deemed to include information that:
10.1.1. is or becomes publicly known other than through any act or omission of the receiving party;
10.1.2. was in the other party’s lawful possession before the disclosure;
10.1.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
10.1.4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
10.1.5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
10.2. Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available for use for any purpose other than as needed to perform the terms of the Agreement.
10.3. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement.
10.4. Each party shall take a back-up of its own Confidential Information and shall not be responsible to the other for any loss, destruction, alteration or disclosure of Confidential Information.
11.1. The Client will pay the Fees as set out in the Order Form unless otherwise agreed in writing between the parties. The Fees are payable in advance, unless otherwise agreed or specified in the Order Form.
11.2. The Client will either (a) set up a direct debit in favour of Extreme Reach UK Ltd or (b) provide to Extreme Reach UK Ltd valid, up-to-date and complete credit or debit card details and it hereby authorises Extreme Reach UK Ltd to bill such credit or debit card for the Fees in accordance with the Order Form.
11.3. Extreme Reach UK Ltd offers certain new clients access to Slate for free for the first month of the Initial Term. Free months are for new clients only. Extreme Reach UK Ltd reserves the right, in its absolute discretion, to determine each client’s free month’s access eligibility.
11.4. If any direct debit payment is refused or any credit or debit card payment is unsuccessful after two attempts to process payment, and without prejudice to any other rights and remedies available to Extreme Reach UK Ltd:
11.4.1. Extreme Reach UK Ltd may, without liability to the Client, suspend or temporarily disable all or part of its access to Slate and Extreme Reach UK Ltd shall be under no obligation to provide any access to Slate while the invoice(s) concerned remain unpaid; and
11.4.2. interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of Barclays Bank PLC at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.
11.5. All amounts and Fees stated or referred to in the Agreement:
11.5.1. are payable in the currency specified in the Order Form or otherwise stipulated by Extreme Reach UK Ltd; and
11.5.2. are exclusive of value added tax (“VAT”) unless otherwise expressly stated which shall be paid at the same time as payment of the Fees. Extreme Reach UK Ltd shall send the Client a VAT invoice if Extreme Reach UK Ltd is requested to do so.
11.6. Unless otherwise agreed in writing, Extreme Reach UK Ltd may increase the Fees upon 30 days’ notice in writing to the Client, such increase to take affect from the commencement date of the Extended Term following the expiry of the notice. If the Client is unhappy with the increase, the Client may terminate the Agreement with Extreme Reach UK Ltd by providing a minimum of 30 days’ notice, such notice not to expire until the end of the Term. During the notice period the Fees will not increase.
12.1. Extreme Reach UK Ltd will use commercially reasonable endeavours to make Slate available with an uptime rate of 99%, except for:
12.1.1. planned maintenance for which three (3) working days notice will be given; or
12.3.1. unscheduled maintenance during normal business hours (UK time) or otherwise, for which Extreme Reach UK Ltd will use reasonable endeavours to give the Client advance notice.
12.2. Where the Client has paid for access to Slate, Extreme Reach UK Ltd will, as part of Slate, use reasonable endeavours to provide a level of support that is appropriate to the nature of any issues requiring support during normal business hours (UK time). Support for Clients using Slate for free will be provided entirely at Extreme Reach UK Ltd’s option and discretion.
12.3. The Client acknowledges that Slate is dependent on access to various third party data sources (including the Client Data). The Client agrees that Extreme Reach UK Ltd are not responsible for the non-availability or interruption to Slate caused by any such non availability of any such third party data source.
13.1. If the Client fails to pay any sum due to Extreme Reach UK Ltd and such sum remains outstanding for a further fourteen (14) days following notice requiring such sum to be paid Extreme Reach UK Ltd may terminate the Agreement with the Client immediately by notice and without any liability for Extreme Reach UK Ltd to the Client.
13.2. Extreme Reach UK Ltd may terminate the Agreement with 30 days’ notice in writing.
13.3. Extreme Reach UK Ltd may terminate the Agreement by notice with immediate effect, or such notice as Extreme Reach UK Ltd may elect to give, if the Client:
13.3.1. is in breach of applicable law; or
13.3.2. infringes Extreme Reach UK Ltd’s intellectual property rights in Slate or the Template.
13.4. Either party may terminate the Agreement at any time on written notice to the other if the other:
13.4.1. is in material or persistent breach of any of the terms of the Agreement and either that breach is incapable of remedy, or the other party fails to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach; or
13.4.2. is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.
13.5. On termination of the Agreement for any reason all licences granted under the Agreement shall immediately terminate and the Client’s right to access and use Slate and to use the Template will end.
13.6. Extreme Reach UK Ltd shall use reasonable endeavours to permit the Client to download any Client Data from Slate for a period of 15 days after the expiry or termination (howsoever caused) of the Agreement.
13.7. The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced.
14.1. Extreme Reach UK Ltd undertakes to make Slate available as specified in clause 12.1. Otherwise, Slate and the Template are provided on an “AS IS” basis and Extreme Reach UK Ltd gives no representations, warranties, conditions or other terms of any kind in respect of Slate, whether express or implied, including, but not limited to, warranties of satisfactory quality, merchantability fitness for a particular purpose or non-infringement.
14.2. Except as expressly and specifically provided for in the Agreement:
14.2.1. The Client assumes sole responsibility for any results obtained from the use of Slate and for any conclusions drawn or taken from such use and it uses Slate at its own risk;
14.2.2. All representations, warranties, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement; and
14.2.3. Extreme Reach UK Ltd will not be responsible for any interruptions, delays, failures or non-availability affecting Slate or the performance of Slate which are caused by third party services or errors or bugs in software, hardware or the internet on which Extreme Reach UK Ltd relies to provide Slate and the Client acknowledges that Extreme Reach UK Ltd does not control such third party services and that such errors and bugs are inherent in the use of such software, hardware and the Internet.
15.1. Subject to clause 15.2 Extreme Reach UK Ltd will not be liable for losses that result from Extreme Reach UK Ltd’s failure to comply with the Agreement, tort or otherwise in conditions that fall into the following categories: loss of income or revenue; loss of business; loss of profits; loss of anticipated savings; loss of data; waste of management or office time; or any indirect, consequential or special damages, costs or expenses.
15.2. Nothing in the Agreement excludes or limits Extreme Reach UK Ltd’s liability for death or personal injury caused by Extreme Reach UK Ltd’s negligence or for fraud or fraudulent misrepresentation.
15.3. Extreme Reach UK Ltd’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Agreement shall in all circumstances be limited to the Fees paid by the Client in the 6 months prior to the event giving rise to the claim.
16.1. Applicable laws may require that some of the information or communications Extreme Reach UK Ltd send to the Client should be in writing. When using Slate, the Client accepts that communication with Extreme Reach UK Ltd will be mainly electronic. Extreme Reach UK Ltd will contact the Client by e-mail or provide the Client with information by posting notices on Slate. For contractual purposes, the Client agrees to this electronic means of communication and the Client acknowledges that all contracts, notices, information and other communications that Extreme Reach UK Ltd provides to the Client electronically comply with any legal requirement that such communications be in writing.
17.1. All notices given by the Client to Extreme Reach UK Ltd must be given to support@slateapp.com. Extreme Reach UK Ltd may give notice to the Client at either the e-mail or postal address the Client provides to Extreme Reach UK Ltd, or any other way Extreme Reach UK Ltd deems appropriate. Notice will be deemed received and properly served immediately when posted on Slate or 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.
18.1. The Client may not transfer, assign, charge or otherwise deal in the Agreement, or any of the Client’s rights or obligations arising under the Agreement, without Extreme Reach UK Ltd’s prior written consent.
19.1. No party shall be liable to the other for any delay or non-performance of its obligations under the Agreement arising from any cause beyond its control including, without limitation, any of the following: telecommunications failure, internet failure, act of God, governmental act, war, fire, flood, explosion or civil commotion. For the avoidance of doubt, nothing in this clause shall excuse the Client from any payment obligations under the Agreement.
20.1. No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.
21.1. If any provision of the Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.
22.1. Extreme Reach UK Ltd has the right to revise and amend the Terms of Service from time to time to reflect changes in market conditions affecting Extreme Reach UK Ltd’s business.
22.2. The Client will be subject to the Terms of Service in force at the time that it makes use of Slate, or if Extreme Reach UK Ltd notifies the Client of changes to the Terms of Service and it continues to use Slate the Client will be subject to those changes.
22.3. Extreme Reach UK Ltd will use reasonable endeavours to notify the Client of any material changes to the Terms of Service by email or by the placement of a notice on Slate.
23.1. A person who is not party to the Agreement shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
24.1. The Agreement shall be governed by and construed in accordance with English law and each party hereby submits to the exclusive jurisdiction of the English courts.
We may collect information you submit such as name, mailing address and email address to authenticate account use and to send notifications regarding use of Slate. When you register for an account with us, you may from time to time have an opportunity to receive information about special promotions, incentives, and other programs from Extreme Reach or our clients. We will not trade or sell any information about our users with third parties.
When applicable, Extreme Reach complies with the General Data Protection Regulation (GDPR) as set forth by the European Parliament in April 2015. The regulation mandates that Extreme Reach protects the personal data and privacy of EU data subjects. If there is any conflict between the policies in this privacy policy and GDPR, the GDPR principles shall govern.
Our Data Privacy Officer can be contacted at privacy@extremereach.com. For purposes of retaining your payment information, we may sometimes be the data controller. However, in other contexts, Extreme Reach may be a data processor, with the company that engaged you for services acting as the data controller.
EU residents can contact privacy@extremereach.com for requests related to rights of erasure, correction, restriction of processing, and portability.
Should you have any issues with how we handle your data, we request that you contact us first so that we can make every effort to address your concerns. You also have the right to lodge a complaint with a supervisory authority.
Legal Basis For Processing Data. We will normally collect personal information from you only where: (a) we have your consent to do so, (b) where we need the personal information to perform a contract with you, or (c) where the processing is in our legitimate interests (and not overridden by your data protection interests or fundamental rights and freedoms). In some cases, we may also have a legal obligation to collect personal information from you, or may otherwise need the personal information to protect your vital interests or those of another person.
Where we rely on your consent to process the personal information, you have the right to withdraw or decline your consent at any time. Please note that this does not affect the lawfulness of the processing based on consent before its withdrawal. Withdrawing consent may limit, delay, or prevent our ability to provide services to you.
If we ask you to provide personal information to comply with a legal requirement or to perform a contract with you, we will make this clear at the relevant time and advise you whether the provision of your personal information is mandatory or not (as well as of the possible consequences if you do not provide your personal information).
Data is stored and processed in the United States. We rely on standard contractual clauses to authorize any necessary international data transfers.
YOU UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY LAW:
(a) Services and content on this site are provided on an “as is” and “as available” basis. We expressly disclaim all warranties, express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and against infringement.
(b) We make no warranty that: (i) the functions of and services provided in this site will be uninterrupted, secure or error- free; (ii) defects will be corrected; or (iii) this site or the server that makes the services available is free of viruses or other harmful components.
(c) We make no warranty regarding the accuracy, veracity, integrity or quality of the content, sites or resources made available on or from this site, including, but not limited to, any warranty that such content, sites or resources will be free of material that is offensive, indecent or objectionable.
(d) Any material downloaded or otherwise obtained through the use of the service is done at your own discretion and risk. You will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.
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