TERMS & CONDITIONS
If you’re reading this Application (the “Application”), it means you’re thinking about becoming a Maker: an independent seller of accessories (“Accessories”) for Slate vehicles through our Accessory Marketplace (the “AMP”).
So, first off: thank you. We’re excited you’re here.
This Application outline the rules and expectations for participating in the Maker program. By submitting an application to the AMP (whether by clicking “I AGREE,” signing digitally or otherwise indicating your consent), you agree to be bound by this Application.
Yes, this is a legal document. And no, We don’t expect most of it to ever come up. But contracts exist for a reason, and it’s important for both you and Slate to be clear on the basics. Please read it carefully. If anything’s unclear, reach out. We’re here to make this work for you, for us, and for the Slate drivers repping your designs out on the road.
PLEASE READ THESE TERMS CAREFULLY. IF YOU DO NOT AGREE TO THESE TERMS, THEN SLATE DOES NOT ACCEPT YOUR APPLICATION AND YOU SHOULD NOT SUBMIT ANY SAMPLES OF YOUR PRODUCTS OR ACCESSORIES TO SLATE. BY SUBMITTING YOUR APPLICATION, ANY SAMPLES, OR ANY WRITTEN OR AUDIO-VISUAL MATERIALS TO SLATE, YOU ARE AGREEING TO THESE TERMS AS A BINDING CONTRACT.
These Terms are the contractual terms and conditions between you and the company you represent (“You” or “Maker”) and Slate Automotive, LLC (“Slate”). Each of Maker and Slate is a “Party” to these Terms, and they are collectively the “Parties.”
Section 1. The Basics.
1.1In order for You to participate in the AMP, You must first submit an application (Your “Application”) so We can learn about Your company and Your Accessories. If Slate approves Your initial application, which consists of a detailed review of Your operations and development process, and if Slate believes You are a good fit for the AMP, Slate will communicate Your formal acceptance to participate in the AMP. At that time, You will need to accept the terms of a separate Accessories Marketplace Participation Agreement. Acceptance is only the first step and does not by itself mean that You can begin to sell Your Accessories through the AMP.
1.2 We want to stress to You that the application is strictly non-confidential, and that acceptance or non-acceptance is solely at Slate’s discretion. This means that You should not submit as part of the application any information or materials that You want to keep confidential. It also means that Slate might not accept Your application. You can always try again later, but please do not expect that Slate will or must accept all applicants.
1.3For some sections below, We offer a “Summary” of the terms in that section. You are free to “do your own research” or seek your own counsel about how to understand these sections, but We hope the “Summary” helps You understand what We are trying to address with those terms.
1.4We encourage You to save or print this Application so You can reference them later. Slate may update this Application from time to time, and We will provide You notice of any updates.
Section 2. Description of Accessory Marketplace (AMP).
General Description. Slate operates the AMP, which facilitates the offer and sale of automotive accessories and related goods (potentially including Your Accessories) to customers. The AMP is intended to provide a seamless, branded, customer experience, including product discovery, transaction processing, and order transfer and transmissions for accessories intended for use with the Vehicle. Slate does not qualify or certify Maker's Accessories for participation in the AMP, but We’ll review Your Application, and if We accept Your Application, We can work with You to list your product for sale on the AMP.
2.1 Reservation by Slate. Slate reserves the right to accept, reject, and manage the participation of the Maker in the AMP as further set forth in these Terms.
Section 3. Application to Participate in the AMP
3.1 Summary.We want you to apply to the AMP. Getting to work with Makers like you is one of the best parts of the job. Before you apply though, let’s agree on a few basic things:
- Slate and other makers are already working on products and accessories that may be similar to your Accessory. Slate is not going to share Your information with any third parties, but Slate cannot promise that Slate and other companies won’t make products that compete with Yours.
- Not every applicant will be accepted. If your Application, or Accessory is not accepted Slate may, but won’t necessarily, provide an explanation of Our decision.
- Slate will retain all materials, documents, samples, and items that You submit!Slate will retain all materials (including documents, samples, and prototypes) You submit as part of the application process. Please be aware that Slate will not be able to return such items to You.
- You are responsible for Your Accessories, always.Even if Slate gives You some feedback or a suggestion, We are not designing, engineering, distributing, or safety-testing Your Accessories.
3.2 Application Process.Participation in the AMP is subject to Slate’s approval of Applicant’s application.
(a) Slate reserves the right to approve or reject any application in its sole discretion. Slate may condition approval on Your meeting of certain operational, legal, and technical criteria, including the information required in the application that Slate asks You to complete or provide.
(b) Although all samples, content, information, and data submitted by You to Slate as part of the application process is not confidential, Slate will not disclose your information to any third parties or use the information for any purposes other than assessing Your application. Furthermore, Slate will not share Your application or any materials you provide with our engineering or product design teams.
(c) Without Slate’s express prior written consent, You shall not submit to Slate any information, data, content, materials, samples, parts, components, software, technology or other property of any third party without having first secured all rights necessary to submit such items to Slate.
(d) You hereby certify and shall upon any request from Slate re-certify that all samples, information, data, content, responses, and other items submitted by You in connection with the Application process are complete, accurate, and true.
3.3 Cooperation and Adjustments. Slate may provide feedback, assistance, suggestions, requests for additional information, or other input regarding Maker’s Application. However, all designs, alterations, features, functions, and Maker Content remain strictly and solely the responsibility and liability of Maker. Slate assumes no liability for any design, engineering, manufacturing, supply management, performance, or any other liability associated with Maker’s Accessories.
3.4 Non-Exclusive. If Slate admits you as a maker to the AMP, Slate admits you as a non-exclusive participant, and only for the accepted Accessories. Slate may permit other parties to offer similar or competing products to the Accessories.
3.5 No Guarantees. We do not make any promises, representations, warranties, or guarantees that we will accept your Application, or list your Accessory on the AMP, as a result of Your submission of this Application.
Section 4. Confidentiality.
4.1 Summary.While you’re working with us, We might share confidential information with you. As much as you might want to call your best friend, your spouse, or your great-aunt Lucille and give them the inside scoop... you legally can’t. The info We share with you is confidential, unless you’re sharing it with Our employees, contractors, and advisors (making sure they also keep the information confidential).
4.2 Obligation of Confidentiality. You shall maintain in strict confidence all Confidential Information disclosed to You by Slate in connection with this Application and shall use such Confidential Information solely for the purpose of performing its obligations and exercising Your rights under this Application. You shall not disclose any Confidential Information to any third party without the prior written consent of Slate, except to Your employees, contractors, or advisors who have a need to know such information and are bound by confidentiality obligations at least as protective as those set forth in this Section.
4.3 Exclusions. Confidential Information does not include information that You can demonstrate (a) was known to You prior to disclosure by Slate without breach of any obligation of confidentiality; (b) is or becomes publicly available through no fault of Yours; (c) is lawfully obtained from a third party who had the right to disclose it without restriction; or (d) is independently developed by You without use of or reference to Slate’s Confidential Information.
4.4 Required Disclosure. If You are required by Applicable Law, court order, or governmental regulation to disclose any Confidential Information, it shall (to the extent legally permissible) provide prompt written notice to Slate to allow Slate to seek a protective order or other appropriate remedy. You shall disclose only that portion of the Confidential Information that it is legally required to disclose.
4.5 Return or Destruction. Upon expiration or termination of this Application, or upon Slate’s written request, You shall promptly return or destroy all Confidential Information in Your possession or control, except as may be retained in archival copies made in the ordinary course of business and subject to continued confidentiality obligations. Slate reserves the right to keep all materials, samples, prototypes, and other items submitted by Maker to Slate during the Application process.
Section 5. Intellectual Property and Licenses; Use of Trademarks.
5.1 Summary. Good news: in the AMP, you own the intellectual property for everything you create. Although Slate won't share your designs or materials with any third parties, We also can't promise that Slate or any third parties do not have or will not create products that compete with yours.
5.2 Ownership of Intellectual Property. Each Party shall retain all right, title, and interest in and to its respective Intellectual Property, including without limitation all trademarks, copyrights, patents, trade secrets, and other proprietary rights. Nothing in this Application shall be construed to transfer ownership of any intellectual property from one Party to the other.
5.3 License to Slate. Maker hereby grants to Slate and its Affiliates a non-exclusive, worldwide, royalty-free, fully paid-up license, during the Term of this Application, to examine, use, reproduce (solely for internal purposes), modify (for formatting or technical compatibility purposes only), the information and materials submitted by Maker (individually and collective, “Maker Content”) solely in connection with evaluating Maker’s Application. 5.4 Feedback and Suggestions. Each Party may freely use, disclose, reproduce, distribute, and exploit any feedback or suggestions provided by the other Party concerning such Party’s Accessories, products or services, and all such feedback and suggestions shall be deemed non-confidential and non-proprietary unless otherwise expressly agreed in writing.
Section 6. Limitations on Liability.
6.1 Summary. Slate limits Our liability to you in certain ways. No money is exchanged in the evaluation of your Accessories: because of this, We're only willing to assume certain amounts of risk. To make sure you read this part, Our lawyers, have opted for ALL CAPS to draw your attention. We promise they’re not angry at you.
6.2 Exclusion of Certain Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SLATE SHALL NOT BE LIABLE TO MAKER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA, EVEN IF MAKER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.3 Liability Cap. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR BREACHES CONFIDENTIALITY, SLATE’S AGGREGATE LIABILITY TO MAKER UNDER THIS APPLICATION SHALL NOT EXCEED FIFTY THOUSAND DOLLARS ($50,000).
Section 7. Dispute Resolution.
7.1 Summary. Sometimes, those arguments can escalate into formal claims against each other. This section sets out some of the basic rules that apply if We get into an argument about your Application or related to this Application. Importantly, you should understand that you are agreeing to go to arbitration if We have an argument that We cannot settle, which means you will be in front of professional dispute managers, not in a court, and there will be no judge or jury.
7.2 Governing Law. The laws of the state of Michigan govern the interpretation, construction, and enforcement of the terms of this Application, without regard to any conflict of laws principles that would require the application of the laws of another jurisdiction. The Parties disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods to this Application.
7.3 Venue. The Parties shall bring any legal action or proceeding relating to this Application exclusively in the state or federal courts for in Detroit, Michigan, and each Party irrevocably consents to the jurisdiction and venue of such courts.
7.4 Arbitration. Any dispute, controversy, or claim arising out of or relating to this Application shall be resolved exclusively by final and binding arbitration administered on a confidential basis by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a single arbitrator mutually agreed upon by the Parties or, if the Parties cannot agree, selected by the AAA. The arbitration will be conducted in Detroit, Michigan. The Parties agree that the AAA Optional Appellate Arbitration Rules apply to any appeal of the final award. Each party knowingly waives any rights to a jury trial arising in connection with this Application.
7.5 Prevailing Party. The prevailing Party in any arbitration or legal proceeding brought to enforce this Application shall be entitled to recover its reasonable attorneys’ fees and costs in proportion to the total amount of claims and counterclaims on which the Party prevailed.
Section 8. Miscellaneous
8.1 Summary. Contracts often have terms that establish some basic rules for understanding the contract, which are commonly called “boilerplate.” This section is the “boilerplate” for this Agreement.
8.2 Headings and Explanations. Both the headings to each Section, and the italicized descriptions of the contents of each Section, are provided solely for convenience and do not supersede the meaning of the terms within a Section. 8.3 Independent Contractors. The Parties are independent contractors and nothing in this Application shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties. Maker shall not be entitled to any benefits provided by Slate to its employees. This Application and all of the representations, warranties, covenants, conditions, and provisions in this Application are intended to be and are for the sole and exclusive benefit of Slate, Maker, their respective Affiliates, and Buyers.
8.4 Waiver and Amendment. No waiver of any right or remedy under this Application is effective unless in writing and signed by the Party granting the waiver. This Application may only be amended by a written document signed by both Parties.
8.5 Entire Agreement. This Application, together with its Exhibits and Program Policies, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and representations.
8.6 Severability. If any provision of this Application is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
8.7 Assignment. Neither Party may assign or transfer this Application without the prior written consent of the other Party, except that either Party may assign this Application to an Affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.