Terms & Conditions

This Agreement

(the “Agreement,” which term shall include this Agreement as amended from time to time) is made by and between and Slated, Inc., a Delaware company (“Slated”), and you, the User (as defined in this Agreement) of our Services (as defined in this Agreement).

Whereas

(1) Slated wishes to provide the Services to you subject to your acceptance of, and compliance with, the terms of this Agreement;
(2) You wish to use the Services;

The parties agree as follows:

1. Scope and Intent. You agree that by registering for our Services (as defined in this Agreement), or by using our website more generally, or other information provided as part of the Services, you are entering into a legally binding agreement with Slated, Inc., 36 East 20th Street, Third Floor, New York, NY, 10003, USA. If you are using Slated Services on behalf of a corporate entity, trust, partnership or other organization of whatever description (“Legal Entity”), you should consult with your principal(s) and/or appropriate legal advisor(s) on the fact that your use of the Services may bind the Legal Entity for which you act. In addition, you as the individual accessing the Services are nevertheless individually bound by this Agreement even if the Legal Entity has a separate agreement with us. If you do not want to register an account and become a Slated User, do not conclude the Agreement, do NOT click “Apply” and do not access, view, download or otherwise use any webpage, information or services. By clicking “Apply,” you acknowledge that you have read and understood the terms and conditions of this Agreement and that you agree to be bound by all of its provisions. By clicking “Apply,” you also consent to use electronic signatures and acknowledge your click of the “Apply” button as one.

2. Definitions.

(a) “Accredited Investor” has the meaning ascribed thereto by the SEC in Rule 501 of Regulation D (as amended from time to tome) under the U.S. Securities Act of 1933 (the “Act”), or such other rule as may succeed Rule 501 from time to time. For informational purposes only, as of the date hereof, the “Accredited Investor” is defined as:

(i) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

(ii) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

(iii) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

(iv) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

(v) Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000;

(vi) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

(vii) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii); and

(viii) Any entity in which all of the equity owners are accredited investors.

(b) “Code of Conduct” means the rules governing the conduct by Users when using or accessing any of the Services, as prescribed by Slated from time to time. A copy of the current Code of Conduct can be found here, the contents of which are hereby incorporated by reference into this Agreement.

(d) “Confidential Information” means all Content owned by a User that is designated by such User or Slated as confidential. If a User, in the Company's reasonable determination, ceases to treat confidentially User Content designated by such User as Confidential Information, then such Content shall no longer be deemed Confidential Information for the purposes of this Agreement.

(e) “Content” means text, writings, photographs, graphics, comments, suggestions, intellectual property or personally identifiable information or other material uploaded, downloaded or appearing on or through any Service.

(f) “Eligible User Profile” means the profile created of you (the User), consisting, at a minimum (without limitation), of an email address you own or attributed to you, a password as well as any other information the Company may require to complete or maintain your registration of an account on or through the Services. You shall be solely responsible for maintaining the confidentiality of your password. You will also update your registration information with the Company from time to time so that it remains true, correct and complete. Even if you are accessing a Service without creating an account, you are still agreeing to all of this Agreement. An Eligible User Profile excludes:

(i) Any use of a false name or an email address owned or controlled by another person with the intent to impersonate that person or for any other reason;

(ii) Any use as a User ID a name subject to any rights of a person other than yourself without appropriate authorization; or

(iii) Any other submission of false or misleading information to the Company.

(g) “Filmmaker” means a User who represents one or more film projects through the Services and may (or may not) be interested in procuring investor interest for such film project(s) through the Services.

(h) “Investor” means a User who has indicated an interest in finding investment opportunities offered by Filmmakers through the Services.

(i) “Privacy Policy” means Slated's policy on how Slated collects, uses, discloses and manages your data, as determined by Slated from time to time. A copy of the current Privacy Policy can be found here.

(j) “Prohibited Activity” means one or more activities designated by Slated as prohibited from time to time in its sole and absolute discretion. Without limiting the foregoing, the following uses will be deemed prohibited:

(i) The modification, adaptation, disassembly, de-compilation, translation, reverse engineering or other attempt to discover the source code or structure, sequence and organization of a Service or any portion of any website on which the Service is offered (except where the foregoing is required by applicable local law, and then only to the extent so required under such laws);

(ii) The use of a Service in any manner that could damage, disable, overburden, or impair the Service or another User's use of the Service;

(iii) The removal, obscuring or changing of any copyright, trademark, hyperlink or other proprietary rights notices contained in or on the Service or any website on which the Service is offered, Company code embeddable or embedded on a third party web site and/or Company software;

(iv) The submission of any Content or material that falsely expresses or implies that such Content or material is sponsored or endorsed by the Company;

(v) The use of the Services to violate the security of any computer network or transfer or store illegal material; or

(vi) The use of the Service or the delivery of any Content in violation of any applicable law (including the securities laws, intellectual property laws, right of privacy or publicity laws and any laws of any jurisdiction (including that of the United States of America) applicable to you or Slated.

(ix) “SEC” means the U.S. Securities and Exchange Commission, and/or any successor entity or entities to the SEC.

(x) “Service” means any and all services, the Site, information, functionality and application offered by Slated from time to time.

(xi) “Site” means the website located at http://slated.com.

(xii) “We,” “Slated” or the “Company” means Slated, Inc.

(xiii) “You” or “User” refers to the person upon which this Agreement is binding by virtue of such person using the Service. You may be an individual acting in its personal capacity or a Legal Entity a on whose behalf, or in whose interest, an individual is using a Service. Without limitation to the foregoing, if you are using Slated Services on behalf of a Legal Entity, you are nevertheless individually bound by this Agreement even if your company has a separate agreement with us.

3. Slated Services, Related Undertakings and Limitations. Subject to any changes or amendments we may make from time to time in our sole and absolute discretion, we undertake to provide the Services on the terms set out in this Section [3].

(a) Right to use the Service. Subject to your acceptance of, and compliance with, the terms of this Agreement, we grant you the right to use the Services. All right, title, and interest in and to the Services (except Content provided by Users) is and will remain the exclusive property of Slated and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Except as expressly provided herein, nothing in this Agreement gives you a right to use the Slated name or any of the Slated trademarks, logos, domain names, or other distinctive brand features. Subject to your acceptance of, and compliance with, this Agreement, Slated grants to you a worldwide, non-assignable, non-exclusive, non-transferable, revocable limited license to use the Service and related software and to display the results of such Service anywhere on the rest of the web, other than on websites one of the principal purposes of which is to compete with Slated, provided that you:

(i) do not modify the Content;

(ii) attribute Slated with a human and machine-followable link (a tag) linking back to the page displaying the original source of the Content on Slated.com;

(iii) upon request, either by Slated or by a User who provided the Content, make a reasonable effort to update a particular piece of Content to the latest version available on the Site and/or the Services; and

(iv) upon request, either by Slated or by a User who contributed to the Content, make a reasonable attempt to delete Content that has been deleted on Slated.com.

(b) No Claim to Your Content. We undertake not to claim any ownership interest in the Content provided by you to us solely because you have provided it; provided, however, that elsewhere under this Agreement we claim a license sufficient to display such items through Slated; provided, further, that we claim ownership of any Content that is a derivative of Content provided by you (including, without limitation, metadata, etc.), if such derivative Content was created as a consequence of the operation of our Services (including automated systems).

(c) Accredited Investors. We will require all new or prospective Users of Slated who identify themselves as Investors to execute an Accredited Investor Questionnaire. We have created a questionnaire that is designed to make (prospective) Users review whether they really are accredited and sophisticated, but we do not verify the representations they make. We have also designed the Site so that an Investor is not supposed to be introduced to any Filmmaker whose capital raising activities were in process when that Investor became a member of Slated, but we cannot promise that our design is foolproof, or that Investors who learn about a Filmmaker's business through Slated won't find another way to be introduced.

(d) Display Filmmakers' Content and Allow Communications with Investors Only as Instructed by the Filmmaker/Investor. When you create an account with Slated, and at any time thereafter, we undertake that you will be able to set a variety of filters that will control who is able to see Confidential Information owned by you and what information you will be shown. We undertake not to intentionally violate those filters: provided, however, that we do not undertake:

(i) that there will never be a software bug or a hacker attack that will allow unauthorized viewing of material or unsolicited contacts to occur; or

(ii) that any other User who you have given access to Confidential Information will not violate the conditions of confidentiality that you and / or the Company have imposed on such User and such Confidential Information.

(e) Reservations and Limitations. Without limiting any right, privilege, limitation or reservation contained elsewhere in this Agreement and benefiting the Company, the Company reserves each of the rights enumerated in this sub-section.

(i) Slated may, but is not required to, monitor or control the Content posted via any Service. Our failure to exercise that right, however, does not give you any right to make a claim against Slated.

(ii) Slated reserves the right to discontinue the Service or to change the Content of the Service in any way and at any time, with or without notice to you, without liability.

(iii) Slated reserves the right to terminate your access to the Service without notice and, if you violate this Agreement, to pursue other remedies at law or in equity.

(iv) We may delete your account for any reason or for no reason at all, and if we delete your account you will lose all access to any information, connections or other features that may have value to you that may have been associated with your account.

(v) The Company has the right to refuse registration of, or cancel your User account and/or User ID in its discretion for any reason or for no reason. In addition, the Company reserves the right at all times (but will not have an obligation) to remove or refuse to distribute any Content through any Service and to terminate Users or reclaim Usernames. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to: (1) satisfy any applicable law, regulation, legal process or governmental request; (2) enforce this Agreement (including investigation of potential violations hereof); (3) detect, prevent, or otherwise address fraud, security or technical issues; (4) respond to User support requests; or (5) protect the rights, property or safety of Slated, its Users and the public.

(vi) Without limiting the generality of the foregoing, you specifically acknowledge that the Company has the right to terminate or limit your account for any reason or no reason at all. Any Content that has been uploaded through the Service may be deleted at any time without notice to you. The Company is exempt from liability to any person for any claim based upon its termination of an account or disabling of access to or removal of any Content, including material it believes, in its sole discretion to violate this Agreement, regardless of whether the material ultimately is determined to be infringing or otherwise prohibited, and regardless of whether such termination or disabling has the effect of reducing the value of any Content or opportunities that might otherwise have been available to you. By using any Service, you agree that notice to you through an email to the email address you provided in your profile constitutes reasonable efforts to notify you of any removal or disabling if such notice is required.

(vii) We are not obligated to display your Content to any other User, nor are we obligated to introduce you to any Filmmaker or Investor.

(viii) We are not responsible for conducting due diligence on the Users you meet through Slated or any Service. Should we do conduct due diligence on one or more Users, this does not change the meaning or effect of the immediately foregoing sentence, nor are we responsible or can be held liable for the outcome of any such due diligence.

(ix) We are not responsible for verifying that any Investor is accredited or otherwise authorized or appropriate to invest in you, or for determining whether any use of Slated constitutes a general solicitation of securities under U.S. law or the laws of any state or other jurisdiction, including foreign jurisdictions.

(x) We do not recommend any films or other ventures for investment or endorse their fitness for investment, verify the information on the site or in our emails and we do not claim that any Content provided by Users or the Company is accurate, complete and not misleading.

(xi) We are not obligated to maintain the confidentiality of any Content you give us, other than with respect to Confidential Information, and with respect to Confidential Information, we are not obligated to protect it other than by designating it as such and putting in place reasonable technological measures that we have determined in good faith to secure the confidentiality of the Confidential Information. However, we cannot guarantee complete security; specifically, we cannot and do not guarantee that our measures will prevent “hackers” from illegally accessing Confidential Information, nor do we guarantee that the technology will never fail.

(xii) The Company has no obligation to monitor or enforce any intellectual property rights that may be associated with Content you provide to us, but the Company does have the right to enforce such rights through any means it sees fit, including bringing and controlling actions on your behalf.

(xiii) In the event that the Company invests in any film at any stage of development, we are not obligated to make that investment opportunity available to anyone else.

(xiv) The Company does not control or endorse the Content found through any Service or external sites that may be linked to or from Slated and, therefore, the Company specifically disclaims any responsibility with regard thereto.

(xv) The Company has no obligation to accept, display, review, monitor, or maintain any Content submitted by Users, User forum posts, commentary, ratings or compliments (“Comments”). We have the right to delete Content or Comments from the Service without notice for any reason at any time. The Company may move, re-format, edit, alter, distort, remove or refuse to exploit Content or Comments without notice to you and without liability. Notwithstanding the foregoing rights, the Company reserves the right to treat Content provided by Users and Comments as Content stored at the direction of Users for which the Company will not exercise editorial control except as required to enforce the rights of third parties and applicable Content restrictions below when violations are brought to the Company's attention.

(xvi) The Service may contain or deliver advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion is accurate and complies with applicable laws. We are not responsible for the illegality or any error, inaccuracy or problem in the advertiser's or sponsor's Content.

4. User's Undertakings and Representations. You represent and undertake that you currently, and that you will in the future, use and access the Services subject to the requirements of this Section [4].

(a) Requirements of Membership. You have the right, authority, and capacity to enter into this Agreement on your own behalf and on behalf of any Legal Entity on whose behalf, or in whose interest, you are acting and to abide by all of the terms and conditions contained herein, and that if any aspect of your participation in Slated violates any provisions of law to which you are, or Slated is, subject, you will cease using all of the Services and close your account if deemed necessary or desirable by Slated.

(b) Minimum Age. If you register as an Investor, you are at least 18 years old. If you register as anything other than an Investor, you are at least 13 years old, and if you are less than 18 years old, your parent or legal guardian has agreed to stand behind any agreement you enter into as a recipient of any Service;

(d) Professional Conduct. You will conduct yourself in a professional and respectful manner in all your interactions with Slated and with any other User.

(e) Requirements related to Content on Slated:

(i) You have only provided, and will only provide, Slated with Content that you have a right to (1) provide to Slated and to (2) allow Slated to display through the Services. By submitting any Content to Slated, you represent and warrant that you have adequate rights to all copyrights, trademarks, trade secrets, intellectual property or other material provided by you for display by Slated. You understand and agree that your Content may be republished and if you do not have the right to submit Content for such use, it may subject you to liability. Slated will not be responsible or liable for any use of your Content by Slated in accordance with this Agreement.

(ii) You understand that Slated: (1) does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Service; and (2) does not endorse any opinions expressed via the Service. You do not, and will not, rely on Slated in terms of the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Service. It is your responsibility to verify the completeness, truthfulness, accuracy, and reliability of any Content before taking any decision of material consequence, including investment decisions. Slated makes no representations or warranties with respect to any Content and disclaims all liability for any use you or your advisors make of the Contents.

(iii) You understand that by using Slated Services, you may be exposed to Content that you might deem offensive, harmful, inaccurate or otherwise inappropriate, and you agree that you have no claim against Slated for any such Content.

(iv) You understand and agree that the Service may include advertisements or other Content, which may be targeted to the Content or information on the Services, queries made through the Services, or other information, and you have no claim against Slated for the placement of advertising or similar Content on the Service or in connection with the display of Content or information from the Service whether submitted by you or others.

(f) Requirements related to Investments:

(i) You understand and agree that Slated is not, by providing the Services, providing investment, legal, tax, financial, accounting or other advice to you or any other party.

(ii) Slated is not acting as an advisor or fiduciary in any respect in connection with Content. You will use your own independent judgment before making any decision to invest or to accept an investment involving what is to you a material amount of money.

(iii) You are solely responsible at all times for complying with applicable law regarding any transaction, including without limitation the determination of whether any investor is an Accredited Investor and whether any investment complies with the terms of local law (whether the law of a U.S. state, or the law of any foreign government with jurisdiction over you or any Investor).

(iv) You have obtained, and/or will obtain, such professional advice as is appropriate to protect your interests, including legal, tax, accounting and other advice.

(g) Using the Services.

(i) You have not violated, and will not violate in the future, Slated's Code of Conduct

(ii) You have not engaged in, and will not engage in, any Prohibited Activity.

(iii) You do not, and will not, expect Slated to evaluate, confirm, endorse, or otherwise stand behind any person's statements or recommend any investment, or treat any email or other information you receive as a result of your access to the Services as a representation of any kind by Slated or any Company Person on which you may rely.

(iv) You will not claim any ownership right in any Content (including, without limitation, any and all intellectual property) displayed on, published by or otherwise available through Slated's Services, other than Content that you own or otherwise have rights to without regard for its appearance through the Services.

(v) You will not copy or distribute any Content of the Services except as specifically permitted pursuant to this Agreement.

(vi) You will not claim any right to access, view or alter any source code or object code of Slated, the Site and/or any Service.

(vii) You will not use Slated and/or any Service to market services, particularly investment advisory services, that might cause Slated to have to register as a broker dealer with the SEC, or any other federal or state government agency, or to be treated as an underwriter.

(h) Indemnification. You will hold us harmless against any damage that may happen to us as a result of your use of any Service, in accordance with the terms set out in this sub-section.

(i) Indemnity. You agree to indemnify and hold the Company and each Company Person harmless (including reasonable costs and attorneys' fees) from any claim or demand made by any third party due to or arising out of your access to or use of a Service, the violation of this Agreement by you, the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity, or for any Content posted through the Service by you (including claims related to defamation, invasion of privacy, or other violation of a person's rights). Your obligations under the foregoing indemnity may not be offset against any other claim you may have against the Company or any Company Person. You remain solely responsible for all Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Service. You agree that the provisions in this paragraph will survive any termination of your account(s) and any or all of the Services.

(j) Release. You hereby release any claims you may have against Slated and/or any Company Person that are in any way related to the Service or your use of Content offered through the Service, including any recommendations or referrals you may receive as a result of your registration with Slated. You are solely responsible for your use of the Service, for any Content you provide, and for any consequences thereof, including the use of your Content by other Users and third parties partners.

(k) Slated Employees and Affiliates. You understand that Slated Persons may participate in the Services as Filmmakers, Investors and other Users, and that Slated is not responsible for any of their activities, including statements or other information in any emails or other communications such individuals make in their individual capacity.

(l) Confidentiality. By registering a User account, or otherwise using the Services or viewing Content made available through Slated in any way, you may have an opportunity to see Confidential Information, as defined elsewhere in this Agreement. You understand, agree and undertake to Slated that you are required to treat such Confidential Information in accordance with the limitations set out by the Filmmaker. You agree, however, that you will not republish any information you acquire through the Service via an internet website, one of the principal purposes of which is to compete with Slated.

(m) Matters Related to Licensing / Promotion.

(i) You will comply with the terms of the license set forth in Section [3(a)] of this Agreement.

(ii) You hereby grant to us a license to publish all the Content you upload to Slated, including any comments or other forum posts you may offer on the Site in order to provide the Services. Your Content will – and Confidential Information may as a consequence of the circumstances described in Section [3(d)] of this Agreement] – be viewable by other Users and through third party services and websites. You should only provide Content that you are comfortable sharing on those terms. You hereby represent that you understand the risks associated therewith.

(iii) To the extent that Slated is determined, for any reason, not to be the licensee of any Content you have provided to us (including all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist's rights,” “droit moral,” or the like (collectively “Moral Rights”)), you hereby ratify, and consent to, any action that may be taken with respect to such Moral Rights by or authorized by Slated and agree not to assert any Moral Rights with respect thereto. You further agree that you will confirm any such ratifications, consents and agreements from time to time as requested by the Company.

(iv) Slated may wish to promote you, your company and other professional affiliation(s) or your film(s) to the Slated community from time to time. You agree and acknowledge that Slated may undertake such promotional activities, by including information relating to you, your company and other professional affiliation(s) as well as your film(s) on the Site, in general emails to Users, on our blog(s), on outside social networks (including, but not limited to, Facebook and/or Twitter), and in Slated newsletters; provided that we undertake to restrict such promotional activities to conform to the settings you control via the Site. (To edit those settings, click PAGE SETTINGS on your personal or film profile). If you are using Slated for fundraising purposes, we will make commercially reasonable efforts to avoid promoting your film in a manner that would result in a general solicitation, as such term is construed in respect of private placement regulations existing from time to time under US securities laws.

(v) You understand and agree that the Company is not obligated to compensate you, or to cause any other party to compensate you, with respect to your activities on Slated, or to feature or otherwise display your Content through any of our Services on any web page.

(vi) You understand and agree that neither this Agreement nor the provision of any Service to you, entitles you to any support, upgrade, update, add-on patch, enhancement, or fix for any Service (collectively, “Updates”). The Company may, however, occasionally provide automatic Updates to the Services in its sole and absolute discretion (and without any advance notification). Any such Updates for the Services shall become part of the Services and subject to this Agreement.

(vii) If you operate, manage or otherwise control a search engine or robot, or you republish a significant fraction of Slated Content (as we may determine in our sole and absolute discretion), you must follow these rules: (1) you must use a descriptive user agent header; (2) you must follow robots.txt at all times; (3) you must make it clear how to contact you, either in your user agent string, or on your website, if you have one.

(n) Comments, Feedback, Suggestions, Ideas, And Other Submissions. The Services may invite you to chat or participate in blogs, message boards, online forums and other functionality and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute or broadcast Content to the Company and/or to or via the Service. Any such Content you transmit to the Company or otherwise through any Service will be treated as non-confidential and non-proprietary, except if such Content is clearly identified and treated by you and other Users as Confidential Information. All comments, feedback, suggestions, ideas, forum posts and other submissions disclosed, submitted, or offered to the Company in connection with the use of any Service or otherwise and any chat, blog, message board, online forum, text, email or other communication with the Company shall be deemed to have been licensed to the Company on a nonexclusive, worldwide, royalty-free, perpetual basis.

(o) Application Programming Interface (API). We may make available one or more APIs for interacting with the Service. Your use of any Slated API is subject to this Agreement and the Slated API Rules, which will be posted before we make these APIs available (and will become part of this Agreement).

(p) No Partnership or Agency. It is expressly understood and agreed that neither this Agreement nor anything in it shall constitute or be deemed to establish a partnership, agency relationship or joint venture between the Company (or any of its offices, employees or agent) and the User (or any of its offices, employees, agents or shareholders). Consequently, neither the User nor any of its officers, employees or agents shall hold themselves out to others (including, without limitation, other Users and/or non-Users) as having any relationship with Slated other than as specifically set forth in this Agreement. Furthermore, neither the User nor any of its offices, employees or agents shall be authorized to make representations or take any other action whatsoever on behalf of Slated. In performing this Agreement, the User will have no authority to bind Slated in any way and will make no representation to prospective customers or other persons relative to Slated or its trading operations other than as expressly authorized by this Agreement or otherwise in writing by Slated.

5. Privacy and Protection of Personal Information.

(a) Slated values your privacy. Please review our Privacy Policy to learn more about how we collect and use information about you via the Service.

(b) The Company may collect and collate a variety of information regarding the use of any Service. The Company is the sole owner of all such information it collects. By using the Service you consent to the transfer of your information to the United States and/or other countries for storage, processing and use by Slated.

(c) The Company uses industry-standard security measures to protect the loss, misuse and alteration of the information under our control. Although we make good faith efforts to store any non-public information uploaded to the Service or collected by the Company in a secure operating environment that is not available to the public, we cannot guarantee complete security. We cannot and do not guarantee that our security measures will prevent third party “hackers” from illegally accessing our site and obtaining access to Content or information thereon.

(d) The Services may contain links to other websites not controlled by us. We are not responsible for the Content, accuracy or opinions expressed on such websites, and such websites are not investigated, monitored or checked for accuracy or completeness by us.

(e) The Company reserves the right to reveal your identity (or whatever information we know about you) in the event of a complaint, subpoena, warrant, court order or legal action. The Company may log all internet protocol addresses accessing the Services and other information about Users' access, and maintain backup copies of Content indefinitely and disclose that information to law enforcement authorities as required. Consult our Privacy Policy for further detail.

6. Disputes with Others. We reserve the right, but have no obligation, to monitor and/or manage disputes between you and other Users of a Service. If you have a dispute with another User, you release the Company and hereby agree to indemnify the Company from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

7. Disclaimers, Limitations, Waivers of Liability.

(f) YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE SERVICE IS AT YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER THE LAWS APPLICABLE TO TERMS OF USE WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, “COMPANY PARTIES”) WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

(g) TO THE FULLEST EXTENT PERMITTED BY LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICE UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT AND THAT THE COMPANY PARTIES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE. YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICE AND OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF THE SERVICE AND EXTERNAL SITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

(h) The Company is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the internet or at any site or combination thereof, including injury or damage to your or to any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the web and/or in connection with the Services, including any mobile software. Under no circumstances will the Company be responsible for any loss or damage, including any loss or damage to any Content or personal injury or death, resulting from anyone's use of any Service, any third party applications, software or Content posted on or through the Services or transmitted to Users, or any interactions between Users of any Service, whether online or offline.

(i) We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of any Service or any Content thereon or any Content you receive as a result of your relationship with Slated. Slated will not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Service, or any Content. You also agree that Slated has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by any Service. We make no warranty that the Service will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from Slated or through the Service, will create any warranty not expressly made herein

(j) UNDER NO CIRCUMSTANCES WILL ANY COMPANY PERSON BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID THE COMPANY IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM.

8. Term and Termination. Unless terminated by the Company, this Agreement will remain in full force and effect while you use any of the Services or maintain an account with Slated. Subject to the last sentence of this provision, you may terminate this Agreement at any time by deleting all Content you have provided to Slated, canceling your account and ceasing to use the Service. The Company may terminate this Agreement at any time for any reason or no reason, but particularly if you violate any provision of this Agreement. Upon termination of this Agreement for any reason or no reason, you shall destroy and remove from all computers, and other storage media all Content (including, without limitation, copies of any intellectual property) owned by the Company or any other User of any Service that you acquired by use of any Service. Your representations in this Agreement and the provisions of Sections [4] and any other provision which by their nature are designed to survive termination shall survive any termination or expiration of this Agreement.

9. Copyright Policy. Slated respects the intellectual property rights of others and expects Users of any Service to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. The Digital Millennium Copyright Act (DMCA) provides recourse to copyright owners who believe that their rights under the United States Copyright Act have been infringed by acts of third parties over the Internet. If you believe that your copyrighted work has been copied without your authorization and is available on or in the Service in a way that may constitute copyright infringement, you may provide notice of your claim to the Company as described in this Section [9].

(a) Copyright Policy. If you believe that any material on any Service violates this Agreement or your intellectual property rights, please notify the Company as soon as possible by sending an email to abuse [at] slated.com, or by mailing a letter to the copyright agent (listed below) containing the following information in accordance with the Digital Millennium Copyright Act:

(i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf;

(ii) identification of the copyrighted work claimed to have been infringed;

(iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;

(iv) your contact information, including your address, telephone number, and an email address;

(v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

(b) Our designated copyright agent for notice of alleged copyright infringement or other legal notices regarding Content appearing on the Service is:

Slated, Inc.

Attn: Copyright

36 East 20th Street

Third Floor

New York

NY, 10003

Email: copyright@slated.com

Please note that in addition to being forwarded to the person who provided the allegedly illegal Content, we may send a copy of your notice (with your personal information removed) to Chilling Effects (www.chillingeffects.org) for publication and/or annotation. You can see an example of such a publication at http://www.chillingeffects.org/fairuse/notice.cgi. A link to your published notice will be displayed on the Site in place of the removed Content.

(c) We reserve the right to remove Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, Slated will also terminate a User's account if the User is, or is likely to be, a repeat infringer (as determined by Slated in its sole and absolute discretion).

10. Miscellaneous.

(a) Amendments to this Agreement. We may amend this Agreement at any time in our sole and absolute discretion, effective upon posting the amended Agreement at the domain of www.slated.com where the prior version of this Agreement was posted, or by communicating these changes through any written contact method we have established with you. Your use of the Services following the date on which the Agreement as amended is published will constitute consent to such amendments.

(b) Governing Law/Resolution Of Disputes. This Agreement and all aspects of any Service shall be governed by and construed in accordance with the internal laws of the United States and the State of New York governing contracts entered into and to be fully performed in the State of New York (i.e., without regard to conflict of law's provisions) regardless of your location. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in the city of New York, New York, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts located in the city of New York, New York.

(c) Injunctive Relief. You acknowledge that the rights granted and obligations made hereunder to the Company are of a unique and irreplaceable nature, the loss of which shall irreparably harm the Company and which cannot be replaced by monetary damages alone so that the Company shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for monetary damages (if any).

(d) Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement (“Dispute”), you and the Company agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other. You will send your notice to Slated, Inc., 36 East 20th Street, Third Floor, New York NY, 10003, ATTENTION: LEGAL DEPARTMENT.

(e) Binding Arbitration. If you and the Company are unable to resolve a Dispute through informal negotiations, either you or the Company may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, the Company will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and the Company may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

(f) Restrictions in Respect of Arbitration. You and the Company agree that any arbitration shall be limited to the Dispute between the Company and you individually. To the full extent permitted by law:

(i) no arbitration shall be joined with any other;

(ii) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and

(iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

(g) Exceptions to Informal Negotiations and Arbitration. You and the Company agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration:

(i) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or the Company's intellectual property rights;

(ii) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and

(iii) any claim for injunctive relief.

(h) Waiver/Severability.

(i) The failure of the Company to require or enforce strict performance by you of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment of the Company's right to assert or rely upon any such provision or right in that or any other instance. In fact, the Company may choose to enforce certain portions of this Agreement more strictly or to interpret certain provisions more strictly against certain Users than it does against Users in general, and such disparate treatment shall not be grounds for failing to comply with all this Agreement as so interpreted.

(ii) You and the Company agree that if any portion of this Agreement is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect. If Section [9(e)] is found to be illegal or unenforceable then neither you nor the Company will elect to arbitrate any Dispute falling within that portion of Section [9(e)] found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the city of New York, State of New York, United States of America, and you and the Company agree to submit to the personal jurisdiction of that court.

(iii) The Company operates and controls the Services from its offices in the United States. The Company makes no representation that the Services are appropriate or available in other locations. The information provided on or through the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject the Company to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access any Service from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

(i) United States Export Controls. Certain information provided by Users may be subject to United States export controls. Thus, no such materials may be downloaded, exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, North Korea, Iran, Syria, or any other country to which the United States has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading any material available through the Services, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list. The parties specifically disclaim application of the Convention on Contracts for the International Sale of Goods.

(j) Neither the course of conduct between the parties nor trade practice will act to modify this Agreement to any party at any time without any notice to you. You may not assign this Agreement without the Company's prior written consent. This Agreement contains the entire understanding of you and the Company, and supersedes all prior understandings of the parties hereto relating to the subject matter hereof, and cannot be changed or modified by you except as posted on the Site by the Company. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

(k) Construction & Compliance. The section headings used herein and the summary of terms at the beginning of this Agreement are for convenience only and shall not be given any legal import. Upon the Company's request, you will furnish the Company any documentation, substantiation or releases necessary to verify your compliance with this Agreement. You agree that this Agreement will not be construed against the Company by virtue of having authored it. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.

(l) Statute of Limitations. You and the Company both agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of a Service, this Agreement or our Privacy Policy must be filed within ONE (1) YEAR after such claim or cause of action arose or be forever barred.

(m) No Third Party Beneficiaries. This Agreement is between you and the Company. No User has any rights to force the Company to enforce any rights it may have against any you or any other User, except to the extent that Filmmakers may enforce their own intellectual property rights related to Content offered through the Service.

(n) Government Use. If you are a part of an agency, department, or other entity of the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the any of our products or Services is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. Each Service and any related software is a “commercial item,” “commercial computer software” and “commercial computer software documentation”. In accordance with such provisions, any use of the Service by the Government shall be governed solely by this Agreement.

(o) The Company is an entity offering the transmission, routing, or providing of connections for digital online communications, between or among points specified by a User of Content of the User's choosing, without modification of the Content sent or received (“transitory digital network communications”), as well as system caching, storage of material residing on a system or network at the direction of a User, and referral or linkage of Users to an online location using information location tools, each through the website located at http://slated.com, and any linked pages or applications owned and operated by the Company

Slated

Terms & Conditions

This Agreement

Whereas

The parties agree as follows:

About

Social Media