Terms & Conditions

(Last updated: 5 October 2024)

This Slapshot Software Terms and Conditions (“Agreement”) describes the terms and conditions under which you use the Slapshot platform and software services provided by Slapshot to you under this Agreement via the Platform (defined below) or any other website notified to you from time to time (“Services”). “You” shall mean an individual accessing the Platform, including any Collaborators, and individual and corporate contracting parties and users as permitted pursuant to Clause 1 below. Your use of the Services is deemed to constitute acceptance of the terms of this Agreement and is deemed to commence upon your first use of the Services. IF YOU DO NOT AGREE, DO NOT USE THE SLAPSHOT PLATFORM SERVICES

Application and Acceptance of Terms
1. This Agreement is entered into between You (also referred to as “Client” hereinafter) and Slapshot a Delaware limited liability company with offices located at 125 Washington Street #1007, Rochester, NH 03839 (“Slapshot” or “we”) for use of the Services. For the purpose of this Agreement, the term “Client” means the registered client who purchases or acquires the Services (whether as an individual or non-individual entity). If you represent a company you name on this Platform as a Client or Contractor, you represent that you are authorized by that company to bind the company to this Agreement. To the extent such company did not authorize you, you remain solely responsible for all activity undertaken with respect to the Platform and Services. A company, corporation, partnership or other non-individual entity may be a contracting party subject to approval by Slapshot and registration in the corporate name with identified relationship contact personnel designated as authorized users of the Platform. You authorize Slapshot, directly or through third parties, to make any inquires we consider necessary to validate your identity and Slapshot reserves the right to suspend or limit your access to the Platform in the event we unable to obtain or verify to our satisfaction the data which request for such validation.
2. You agree that you shall comply with (i) this Agreement, (ii) the Slapshot Privacy Policy and (iii) any related service terms and/or documentation as may be applicable and made available to you “Documentation”). Slapshot may amend any terms of this Agreement and other Documentation at any time by posting the relevant amended and restated version on the Platform and/or Slapshot website. The amended terms shall be effective immediately upon posting. We will endeavor to give you advance notice of material changes to this Agreement. By continuing to use the Services, you agree that the amended terms will apply to you.

Definitions
1. In this Agreement the following expressions have the following meaning:

Collaborator	means any user authorized by Client to collaborate on a project within Client’s Workspace and any other authorized users of the Client of the Software;
Confidential Information	means such information as either party may from time to time provide to the other party (in whatever form including orally, written, in electronic, tape, disk, physical or visual form) relating to the Agreement and all know-how, trade secrets, tactical, scientific, statistical, financial, commercial or technical information of any kind disclosed by either party to the other whether in existence prior to the parties entering into the Agreement or which subsequently comes into existence, including any copies, reproductions, duplicates or notes in any form whatsoever;
Consumption Charges	means any charges applicable with respect to use by Client and/or any Collaborator(s) of frames in excess of the Subscription Charges allocated frames, such to be calculated on a per frame basis [as set out on the Platform at slapshot.ai/pricing];
Intellectual Property	means all copyright and related rights, patents, rights to inventions, utility models, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection;
Platform	means the Slapshot platform;
Outputs	means the results and outputs of the Services;
Services	has the meaning given above;
Software	means the Slapshot software accessible on the Platform through the Services;
Subscription Charges	means the relevant monthly charge for use by the Client and any Collaborators of the allocated frames as set out on the Platform at slapshot.ai/pricing;
Workspace	has the meaning given in Clause 3.4.

Platform
1. All rights, title and interest in the Platform will remain with and belong exclusively to Slapshot.
2. Slapshot hereby grants you a non-exclusive, non-transferable, right to use the Platform and Service subject to the terms and conditions of this Agreement. All rights not expressly granted to the Client and any Collaborators are reserved by Slapshot. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Platform or Service, in any way; (ii) modify or make derivative works based upon the Platform or Service; or (iii) launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Platform. You shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Platform or Service or the data contained therein; or (v) attempt to gain unauthorized access or enable unauthorized users to gain access to the Platform or Service or its related systems or networks (vi) use the Platform for any unlawful or illegitimate purposes; (viii) create problems or legal liabilities for other users; (viii) infringe the intellectual property rights of third parties; or (ix) abuse any staff or users of Slapshot. Some features of the Platform are provided by third parties. For example, the Platform may link to LinkedIn or contractor websites, Vimeo or YouTube. Your use of those features is subject to that company’s terms of use. If you click on a link to third-party sites or services you will be directed to a site or service we do not control and may be subject to different terms and conditions.
3. Slapshot reserves the right to change, upgrade, modify, limit or suspend Platform or Services or any of its related functionalities or applications at any time temporarily or permanently without prior notice without any liability for any losses or damages arising out of or in connection with such suspension or termination. Slapshot further reserves the right but shall not be obliged to introduce new features, functionalities or applications to the Platform or Services or to future versions of such Platform and Services which shall be governed by this Agreement, unless otherwise expressly stated by Slapshot.
4. In order to access some features of the Services, you may have to register or create an account and profile (“Workspace”). You may never use another’s Workspace without permission. When creating your Workspace, you must provide accurate and complete data and identify any and all Collaborators (on creation of the Workspace or at the time the Collaborator is added to your Workspace, as applicable). You and all your authorized users must access the Platform via your entity’s email domain, and you agree to deactivate your email domain user accounts for any departed employees or agents who are no longer in your employ or is no longer authorized to use the Platform on your behalf. You are solely responsible for the activity that occurs on your Workspace, and you must keep your Workspace password secure. To the extent, you are requested to complete any profile requirements, you shall comply with such request(s) in order to access the Platform and receive Services. You must notify Slapshot immediately of any breach of or unauthorized use of your Workspace. Slapshot will not be liable for any unauthorized access of your Workspace. Although Slapshot will not be liable for your losses caused by any unauthorized use of your Workspace, you may be liable for the losses of Slapshot or others due to such unauthorized use.
Services
1. Slapshot shall, during the Term, provide the Services to you on and subject to the terms of this Agreement.
2. You may start using the Services as soon as Slapshot gives you access to them. You can continue to use the Services for the Term of this Agreement.
3. Other than expressly stated otherwise in this Agreement, you acknowledges that it is your sole responsibility to determine that the Services meet your business requirements and, to the fullest extent permissible by law and without limitation, we give no warranties that the Service will be fit for purpose, of satisfactory quality, uninterrupted or error free save where expressly set out in the Agreement.
4. Slapshot reserves the right to suspend or terminate your access to the Platform, including suspending or ceasing work on the Services, at any time, for any reason, in its sole discretion, including but not limited to (i) non-compliance with this Agreement, or (ii) non-payment of validly owed Charges (defined below).
Payment and Tax
1. In consideration of Slapshot’s performance of its obligations under this Agreement, and save with respect to any use of the Services by the Client during an unpaid early access period (in accordance with Clause 7), the Client shall pay on a monthly basis the Subscription Charges plus any Consumption Charges (the “Charges”).
2. The Client shall pay all applicable Charges in cleared funds promptly when due, and in any event no later than within 14 calendar days of such Charges becoming due, through Platform and subject to any applicable payment system provider terms and conditions.
3. In the event that the Client is obliged by any properly constituted authority to deduct any form of withholding tax, surcharge or duty, the Client agrees and undertakes to gross up any Charges due to Slapshot so that the amount paid to Slapshot is the amount set out on the applicable invoice.
4. Slapshot shall add applicable taxes (such as sales tax) to the Charges at the prevailing rate as applicable.
5. Failure to pay fees when due shall be a material breach of this Agreement which entitles Slapshot to suspend or terminate this Agreement (pursuant to Clause 12 of this Agreement). This, in turn, will affect the Client’s access to the Services. Charges remain chargeable at our standard rates during the suspension. If Slapshot terminate this Agreement for the Client’s material breach, Slapshot will require the Client to pay, without delay, all fees and costs accruing before the termination date, all unpaid subscriptions and any other amounts due to Slapshot by the Client under this Agreement.
6. If the Client fails to pay any amount due under this Agreement, Slapshot may charge the Client interest on the overdue amount, payable by the Client on demand, from the due date up to the date of actual payment, after as well as before judgment, at the rate of 4% per annum above the base rate for the time being of the Bank of England. Such interest shall accrue on a daily basis and be compounded quarterly.
Warranties
1. You warrant, represent and undertake that:
  1. you shall comply with all laws, regulations, regulatory policies, guidelines or industry codes (and shall be responsible for obtaining all licenses, clearances and consents) which apply to your use of the Service, and acknowledge that Slapshot is merely a provider of access to the Platform and accept no responsibility for your use thereof or compliance with applicable law or regulation or to any User (other than to the extent Slapshot is required by applicable law);
  2. you shall not use the Software in breach of applicable data protection legislation and shall be solely responsible for any personal data processed in relation to the Services;
  3. you shall not use the Software to access, store, distribute or transmit any viruses or any material that: (i) is infringing, harassing, unlawful, harmful, threatening, discriminatory, pornographic, deceptive, offensive or defamatory; (ii) facilitates illegal activity; (iii) causes damage or injury to any person or property; (iv) may in the reasonable opinion of the Slapshot have a negative impact on the business or reputation of Slapshot;
  4. any materials, content or other intellectual property provided by you to Slapshot or otherwise used by you with the Platform shall not infringe any third party’s intellectual property rights;
  5. you shall not use the Service for any unlawful purposes and/or introduce any offensive, defamatory, illegal, infringing and/or obscene material via the Service;
  6. you shall not do, or omit to do, anything which disparages, defames or puts into disrepute Slapshot, its trade marks/trading names, goodwill and/or the Service; and
  7. you shall be and are fully entitled to enter into and grant all rights granted under this Agreement and that entering into this Agreement shall not in any way conflict with any of your existing obligations, either at the date hereof and/or throughout the Term.
2. Subject to the remaining provisions in this Clause, Slapshot warrants that:
  1. during the Term Slapshot will provide the Services with reasonable due care and skill in accordance with this Agreement, and in compliance with such law and regulation as is applicable to Slapshot’s supply of the Services; and
  2. Slapshot has the authority and right to license all rights to and in the Services as set out in this Agreement.
3. The warranties in Clause 6.2 do not cover or apply to failures or shortcomings in the provision of the Services caused by, arising out of or due to:
  1. the Client, Collaborator or any User’s connection to the internet;
  2. patents of which we are not aware; or
  3. accident, abuse or use of the Services in a manner inconsistent with this Agreement or resulting from events beyond Slapshot’s reasonable control.
4. Subject to Clause 6.3, if the Services do not meet the warranties in Clause 6.2, Slapshot will, at its sole option, either:
  1. modify, improve or update the Services to make them conform; or
  2. obtain such clearances, licences and consents at Slapshot’s cost as may be necessary to enable you to use the Services; or
  3. return Charges paid for such Services for the period that they failed to conform; and

this shall be your exclusive remedy for any breach of such warranties under this Agreement.

Slapshot shall have no liability under this Agreement for any breach of this Agreement, if any claim relates to:
1. a modification of the Services, or use of the Services in combination with any third party software or data, by you or your agents;
2. the Client’s use (or use by Collaborators) of the Services in a manner contrary to the instructions given to you by Slapshot or any claim relating to Client Data;
3. the Client’s use (or use by Collaborators) of the Services after notice of an alleged or actual infringement has been given to you by Slapshot or by any appropriate authority; or
4. where a claim for infringement arises directly in respect of a feature which was specified by you or on your behalf.
Slapshot will use reasonable endeavours to maintain the Services free of viruses but Slapshot do not warrant or represent that no viruses or other contaminating or destructive materials or elements will be transmitted to you or that your computer system will not be damaged or that defects will be corrected. Accordingly, Slapshot recommends that you have your own local anti-virus, anti-spam and anti-spyware programs, that they are of good quality and that they are kept up to date. You are therefore advised to implement and operate your own commercially reasonable and up-do-date virus prevention precautions and measures when accessing the Services. The Client agrees to communicate the aforementioned recommendations to any Collaborators.
The Platform and Services, along with any Output, updates, upgrades and any additional content, are provided “as is”. That means we do not make any promises to you about the Platform or Services other than that they will be of satisfactory quality, as described, and fit for purpose.
We will use reasonable skill and care to provide the Platform and Services, but do not guarantee there will not be any errors, bugs or interruptions to them, or that our Platform or Services will not cause any problems with your device(s) or software.

Early Access
1. Where the Services are made available to you as part of an alpha, beta or other early access programme you specifically agree, acknowledge and accept that:
  1. the Platform and Services are made available “as is” as work in progress and as part of an early access programme for evaluation and demonstration purposes only, in order to assess and evaluate its performance including the identification of any errors or defects;
  2. the Platform and Services may (and likely will) contain defects and/or errors;
  3. the Platform and Services may and probably will crash and / or cause data loss;
  4. you use the Platform and Services at your own risk, knowing that they are provided as is and with faults.
2. You are advised to back-up and otherwise safeguard all data and software used with the Services and to not rely on the correct functioning or performance of the Platform.
3. You may have access to and be entrusted with confidential information and trade secrets relating to the Platform before it is made public, and about our business and plans. You will not divulge or communicate to any person, cause or facilitate any disclosure of, or make any use of, such confidential information without our prior written permission. This obligation shall survive termination of this Agreement but shall not apply in respect of any information which has become available to the public generally other than through unauthorised disclosure.
Confidentiality
1. In connection with this Agreement, Client may disclose, or Slapshot may learn of or have access to, certain confidential or proprietary information owned by Client or its affiliates, business partners or clients (“Confidential Information”). Confidential Information includes, but is not limited to, any data or information, oral or written, that relates to Client or any of Client’s business activities, technology, developments, software, methods, trade secrets, clients, Client or client information. Confidential Information also includes the terms of this Agreement. Notwithstanding the foregoing, Confidential Information is deemed not to include Feedback or Aggregated Data or any information that: (i) is publicly available or in the public domain at the time disclosed, (ii) is or becomes publicly available or enters the public domain through no fault of Slapshot, (iii) is rightfully communicated to Slapshot by persons not bound by confidentiality obligations with respect thereto, (iv) is already in Slapshot’s possession free of any confidentiality obligations with respect thereto, (v) is independently developed by Slapshot without use of any Confidential Information or (vi) is approved for release or disclosure by Client in writing without restriction.
2. Slapshot shall maintain the Confidential Information in strict confidence and other than disclosure to Slapshot personnel and making available with respect to the Services, Slapshot shall not disclose to any third party, publish or copy any part of the Confidential Information. Slapshot shall use the Confidential Information solely for the purpose of performing its obligations under this Agreement. Slapshot shall take all necessary precautions in handling the Confidential Information and limit disclosures on a strict need-to-know basis, provided that Slapshot shall require that any user of the Services and its authorized users that obtain access to the Confidential Information from Slapshot comply with the confidentiality provisions of the Platform Agreement. However, Slapshot may disclose Confidential Information pursuant to the order or requirement of a court or other governmental body, provided that Slapshot gives reasonable prior notice to Client or Contractor (as applicable) to contest such order or requirement. Thirty (30) days after completion of the Services, Slapshot may archive all Client Content related to Services for recordkeeping purposes during and for a reasonable period of time after Client’s use of the Services.
3. Client hereby authorizes Slapshot to list Client’s name, logo and trademark on the Slapshot platform and website(s). Client may withdraw such consent on ten (10) days notice to Slapshot. Only with express, written permission from Client may Slapshot publish and display the Output in Slapshot’s portfolios and websites, and in galleries, design periodicals and other media or exhibits for the sole purposes of recognition of creative excellence or professional advancement.
Client Data and Content
1. If you have applied for and/or used the Services, you acknowledge and agree that Slapshot shall have the right to use the data you may provide about you on the Platform or via written communication to Slapshot, including but not limited to your credit data, business data and personal data (such as user name and address) data (the “Client Data”) to facilitate the administration, processing, and operation of your use of the Services.
2. The Client shall own all rights, title and interest in and to all of the Client Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of it.
3. The Client acknowledges and represents that it shall at all time comply with applicable data protection legislation and that if it considers that the Software will be used in relation to the processing of personal data it shall notify Slapshot immediately at which point the Client shall provide to Slapshot a Data Processing Addendum to be mutually agreed between the parties.
4. With respect to your posted content on the Platform, Slapshot reserves the right (but is not obligated) to do any or all of the following:
  1. record posted content or communication(s) on the Platform;
  2. investigate an allegation that posted content or a communication(s) does not conform to the terms and conditions of this Agreement and determine in its sole discretion to remove or request the removal of the posted data or communication(s);
  3. remove posted content or communication(s) which are abusive, illegal, or disruptive, or that otherwise fail to conform with these terms and conditions.
  4. terminate a user’s access to any or all portions of the Platform upon any breach of this Agreement;
  5. monitor, edit, or disclose any posted data or communication on the Platform; or
  6. edit or delete any communication(s) posted on the Platform regardless of whether such communication(s) violate these standards.
5. The Platform and Services may include third party links and other third party materials such as posts, comments, videos, images, output and other content such as other user-generated content created through the Platform. We are not responsible or in any way liable for this content. We may moderate or otherwise check such content in some instances, but we are not required to do so. We are solely a mere conduit for the transmission, storage and retrieval of the relevant content, and as such we may not review content for its legality, tastefulness or its compliance with this Agreement.
Intellectual Property
1. All Intellectual Property rights in the Services and the Software including the user interface content, design and process flows used to deliver the Services including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software (together “Slapshot Intellectual Property”) and all improvements, variations, adaptations, upgrades and conversions is the property of Slapshot, its affiliates, its licensors or other relevant third parties and you shall have no rights in respect of the Slapshot Intellectual Property except as expressly granted under this Agreement. By continuing to use the Services you acknowledge that such material is protected by applicable United States and international intellectual property and other laws.
2. Slapshot hereby grants to you a non-exclusive, non-transferrable, license to access and use the Services and Software solely in connection with the Purpose and to receive the Services upon and subject to the terms of this Agreement (the “License”). You may not use the Services for any other purpose without Slapshot’s prior written consent and you acknowledge that additional fees may be payable on any change of use approved by Slapshot.
3. The Services are provided subject to the following:
  1. neither the Client nor Collaborators are permitted to reproduce, copy, distribute, store or in any other fashion re-use material from the user interface content, design and process flows used to deliver the Services unless otherwise given express written permission to do so by Slapshot, and
  2. payment of the applicable Charges.
4. The Client and Collaborators are expressly prohibited from using or exploiting any information provided by Slapshot (including, but not limited to, training materials, technical documentation, high level and low level designs, service specifications and user guides) for any purpose other than for the effective use and management and/or security of the Services.
5. In the course of using the Services, you agree that by uploading any materials, footage, media assets, information, photography, writings or other creative content (the “Client Content”) on the Platform like a photo or video, (a) you grant to Slapshot a perpetual, non-exclusive, worldwide, royalty-free license to use, copy, print, display, reproduce, modify, post, transmit and distribute the media and any Client Content material included in the media within the Platform in order to publish on the Platform for access by Client to facilitate performance of Services; (b) you certify that any person pictured in the submitted Client Content (or, if a minor, his/her parent/legal guardian) authorizes Slapshot to use, copy, print, display, reproduce, modify, publish, post, transmit and distribute the media and any material included in such media; (c) you acknowledge that you bear sole responsibility for adequate security, protection and backup of Client Content; and (d) you agree to indemnify Slapshot and its affiliates, directors, officers and employees and hold them harmless from any and all claims and expenses, including attorneys’ fees, arising from the media and/or your failure to comply with these the terms described in this document. For clarification, any public use or posting of any uploaded media on the Platform would be subject to notice to and consent by the party which uploads the Client Content, and the consenting party shall warrant authorization to consent to all media which is the subject of the notice unless and to the extent consent is specifically disclaimed. Slapshot will have no liability to you for any unauthorized access or use of any of the Client Content or any corruption, deletion, destruction or loss of any Client Content.
6. The Client, the relevant third party licensor or, where applicable, Collaborators, own all intellectual property rights in and to the Client Data. Except as expressly stated herein, this Agreement does not grant us any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Client Data and all such rights are expressly reserved to the Client (or the applicable Collaborator). The Client and any applicable Collaborator grants Slapshot a non-exclusive, royalty-free license to use the Client Data for the purposes of providing the Service, and as part of service data, to provide services to our other clients, subject always to the data protection and confidentiality provisions set out in this Agreement.
Platform Improvements and Feedback
1. You may choose or Slapshot may invite you to submit comments or ideas about the Platform and Services, including without limitation how to improve our platform and services (“Feedback”). Slapshot may freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. You further agree that Slapshot may aggregate data and/or content you post, provide or generate (including any form of visual effect work created as well as any data generated by Slapshot as a result of any system integration or machine learning interrogation of that visual effect work) in your use of the Platform and Services, along with other learnings, logs, and data regarding use of the Services (“Aggregated Data”). You agree that Slapshot will have the right to generate Aggregated Data and that Aggregated Data is the exclusive property of Slapshot, which Slapshot may use for any business purpose during or after the term of this Agreement (including without limitation to use it for the development of new Slapshot products and features and to improve Slapshot products and services and to create and distribute reports and other materials pursuant to Clause 11.2 below). You agree that you shall not seek to prevent or withdraw any consent for Slapshot’s use of the Aggregated Data and shall not seek any form of compensation from Slapshot in its use of the Aggregated Data.
2. Slapshot reserves the right to use the Aggregated Data, any Slapshot proprietary software (including without limitation any machine learning source or object code, models or algorithms), development tools, software libraries, production techniques and other technology which predate this Agreement (the “Slapshot Technology”) any and all variations, advancements, updates, revisions, changes, alterations, modifications, enhancements or innovations to the Slapshot Technology made through the course of this Agreement (the “Improvements”) for the purposes of developing, testing, implementing, hosting, supporting, maintaining, copying, manufacturing, operating, selling, distributing or otherwise making available the Slapshot Platform and such other Slapshot applications, projects and technology as Slapshot may own, operate, brand or make available from time to time.
Term and Termination
1. The Agreement will come into effect on the date of your first use of the Services and shall remain in effect until terminated in accordance with this Agreement (the “Term)”.
2. Slapshot may terminate (or at its sole option suspend) the Agreement or part thereof:
  1. immediately on giving notice in writing to you if the Client fails to pay any sum due under the Agreement (otherwise than as a consequence of any default on Slapshot’s part) and such sum remains unpaid for five (5) days after written notice from Slapshot requiring such sum to be paid;
  2. immediately on giving notice in writing to you if you are in material breach of any term of the Agreement (other than any failure by the Client to make any payment hereunder, in which event the provisions of Clause 12.2.1 shall apply) and, in the case of a breach capable of being remedied, shall have failed to have remedied, within 30 days of receiving notice requiring you to do so.
  3. Notwithstanding the above, Slapshot may suspend access to any part of the Platform and/or the Services immediately without notice if: (a) you are in breach of this Agreement; or (b) your use of the Services has or is likely to have an adverse impact on Slapshot, its clients, or any other third party. Suspension in accordance with the foregoing shall not relieve you of any of your liabilities or obligations under this Agreement.
3. Either Party may terminate this Agreement with immediate effect by giving written notice to the other if the other commits a material breach of any obligation under this Agreement and if a Party is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors or goes into voluntary or compulsory liquidation (other than for the purpose of amalgamation or reconstruction) or a receiver or administrator is appointed over the Party’s assets.
Consequences of Termination and Expiry
1. Notwithstanding the service of a notice to terminate this Agreement or any part thereof, Slapshot shall continue to provide the ordered Services until the date of expiry or termination (howsoever arising) of this Agreement (or any part thereof) or such other date as required under this Clause 13.
2. Within ten (10) Working Days of the earlier of the date of expiry or termination (howsoever arising) of this Agreement:
  1. the License shall automatically terminate; and
  2. Slapshot shall submit invoices for any Services that it has supplied to the Client, but for which no invoice has been submitted and the Client shall pay these invoices immediately on receipt.
3. Subject to Clause 14 (Liability), if the Client terminates this Agreement other than in compliance with the provisions of Clause 12.3, the Client shall indemnify Slapshot against any reasonable commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by Slapshot by reason of the termination of this Agreement, provided that Slapshot takes reasonable steps to mitigate such loss.
4. Any termination of the Agreement howsoever occasioned shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
Liability
1. This Clause 14 sets out Slapshot’s entire financial liability (including any liability for the acts or omissions of Slapshot’s employees, agents and sub-contractors) to you in respect of:
  1. any breach of the Agreement; and
  2. any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
2. Except as expressly and specifically provided in this Agreement, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.
3. Nothing in this Agreement excludes Slapshot’s liability:
  1. for death or personal injury caused by Slapshot’s negligence; or
  2. for fraud or fraudulent misrepresentation; or
  3. any other liability which cannot be excluded by law.
4. In claiming against Slapshot for any such losses you are expected to avoid losses occurring and take reasonable precautions to avoid loss (such as contacting Slapshot promptly upon becoming aware of an issue).
5. Both parties expressly agree that Slapshot’s aggregate liability and your sole and exclusive remedy in connection with any dispute under this Agreement shall be a claim for monetary damages not to exceed the amount of fees paid by Client for use of the Services in the twelve (12) months preceding the event that gives rise to the claim.
6. Slapshot will not be liable under this Agreement for:
  1. use not consistent with Slapshot’s applicable description of the Service in question; or
  2. indirect, special or consequential losses or loss of profits, revenue, goodwill, reputation, wasted management time or anticipated savings.
7. In the event of any breach of the warranties provided by Slapshot in Clause 6.2, your exclusive remedy and Slapshot’s only obligation and liability to the Client shall be as set out in Clause 6.4.
8. If our performance of our obligations under this Agreement is prevented or delayed by any act or omission of Client, Client’s Affiliates, agents, subcontractors, consultants or employees, or Collaborators we shall not be liable for any costs, liabilities, charges or losses sustained or incurred by you or your Affiliates that arise directly or indirectly from such prevention or delay.
9. You shall indemnify Slapshot against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Slapshot arising out of or in connection with:
  1. any breach by you of the warranties contained in this Agreement;
  2. your breach or negligent performance or non-performance of this agreement;
  3. any claim made against Slapshot for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with any content or materials provided by you to Slapshot during the term of the Agreement.
Force Majeure
1. In no event shall either Party be liable for any delay or failure to perform hereunder, which delay or failure is due to causes beyond the reasonable control of that party, including, without limitation, acts of God, strikes, lock-outs, fires, floods, embargoes, governmental acts or regulations, war or civil disturbances. The delayed Party’s time for performance shall be extended for a period of time equivalent to the time lost because of the excusable delay.
Transfer and Sub-Contracting
1. You shall not, without the prior written consent of Slapshot, assign, transfer, charge, assign, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. Slapshot may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
Dispute Resolution and Class Action Waiver
1. You and Slapshot shall attempt in good faith to negotiate a settlement of any dispute between them arising out of or in connection with this Agreement within sixty (60) days of either party notifying the other of the dispute.
2. If the dispute cannot be resolved by the parties within such sixty (60) day period, the Parties agree to enter non-binding mediation.
3. If the parties are unable to resolve their dispute within thirty (30) days after non-binding mediation, the parties agree to submit to arbitration as follows:

THIS SECTION CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. IT AFFECTS YOUR RIGHTS ABOUT HOW TO RESOLVE ANY DISPUTE WITH US.

Except if you opt-out as expressly permitted below, or except to the extent contrary to applicable law (“Excluded Disputes”), you hereby agree that all disputes between you and us (whether or not such dispute involves a third party) with regard to your relationship with us may, in our discretion, be resolved by binding, individual arbitration under the American Arbitration Association’s rules for arbitration of consumer-related disputes and you hereby expressly waive trial by jury. You agree that you shall not participate in any class action or class-wide arbitration for any claims covered by this Agreement. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if we are a party to the proceeding. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with this Agreement. You may opt out of this agreement to arbitrate. To opt out, you must notify us in writing within 30 days of the date that you first became subject to this arbitration provision. You must use this address to opt out: legal@slapshot.ai, insert “Arbitration Opt Out” in the subject line of the email, and include your name and residence address, the email address you use for your account with us, and a clear statement that you want to opt out of this arbitration agreement. This arbitration agreement and class action waiver will survive the termination of your relationship with us.

Waiver and Severability
1. In the event that any party to this Agreement fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.
2. In the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from this Agreement and shall not affect the validity and enforceability of the remaining terms and conditions. This term shall apply only within jurisdictions where a particular term is illegal.
Previous Terms and Conditions
1. In the event of any conflict between this Agreement and any prior versions thereof, the provisions of this Agreement shall prevail unless it is expressly stated otherwise.
Entire Agreement and Variation
1. This Agreement and any other documents referred to in Clause 1 constitute the entire Agreement between you and Slapshot.
2. You acknowledges that, even where you have been required to procure the Services in accordance with a procedural rule or other instruction by any court, tribunal, arbitrator or other dispute resolution body, you and Slapshot are the sole parties to this Agreement and you waive any right to, and agrees that you will not, join or otherwise proceed against any third party in any dispute arising out of this Agreement.
Notices
1. Except, as explicitly stated otherwise, legal notices shall be served on you by sending notices to the email address in your profile on the Slapshot Platform. Notice shall be deemed given 24 hours after email is sent, unless we are notified that the email address is invalid. Alternatively, we may give you legal notices by mail to the address in your profile in which case the notice shall be deemed given five days after the date of mailing. Except as explicitly stated otherwise, legal notices shall be served on Slapshot by sending the notices to Slapshot personally, by courier or certified mail at 125 Washington Street #1007, Rochester, NH 03839 or email at legal@slapshot.ai.
Law and Jurisdiction

This Agreement shall be governed by the laws of the State of New York and each party consents to exclusive jurisdiction and venue in the courts located in New York. The prevailing party shall be entitled to collect its reasonable attorney’s fees, costs and expenses in any action brought to enforce rights hereunder.

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