Version 2026-09-22.permanent-exclusivity.1
Last Updated: September 22, 2026
This Agent Lead Agreement (the "Agreement") is a binding business-to-business agreement between adsystems.io LLC, a Wyoming limited liability company doing business as Slate AI ("Slate," "we," "us," or "our"), and the individual or legal entity that creates, funds, accesses, or uses a Slate account ("Agent," "you," or "your"). If an individual accepts this Agreement for an agency, company, or other organization, that individual represents that the individual has authority to bind that organization, and "Agent" includes both the organization and its authorized users.
By checking the acceptance box, selecting "Agree and continue," funding a Slate wallet, purchasing or receiving a Lead, or otherwise using the Platform, Agent confirms that Agent has read, understands, and agrees to this Agreement. If Agent does not agree, Agent must not fund a wallet, purchase Leads, or use the Services.
This Agreement applies to Slate Gold. Separately offered pay-per-lead products are governed by their own terms. Membership fees and this product's prepaid lead Wallet are separate from any other product or Wallet.
IMPORTANT PURCHASE TERMS
"Account" means the individual-agent or agency-level Slate account through which Leads are purchased, routed, and managed. An agency Account may include owners, agents, sub-users, and other Authorized Users. Account-level benefits apply only to the Account on which they were purchased unless Slate expressly states otherwise in writing.
"Authorized User" means an owner, employee, contractor, producer, or sub-user whom Agent authorizes to use the Account. Agent is responsible for every Authorized User's activity and compliance with this Agreement.
"Lead" means contact information and related data concerning a person who expressed interest in information about insurance or a related product or service. A Lead may include name, phone number, email, state, product interest, source information, timestamps, consent evidence, campaign data, and other information displayed in the Platform. A Lead is not a guaranteed appointment, qualified applicant, policyholder, or sale.
"Fresh Lead" means a Lead identified in the Platform as fresh or real-time and initially delivered to an Account shortly after the consumer inquiry. A Fresh Lead delivered to Agent's Account under this Agreement receives the permanent Account exclusivity described in Section 6.
Aged Lead packs are not offered under this Agreement; any separately offered pay-per-lead aged purchase requires its own applicable terms.
"Converted Lead" means a Lead for whom an insurance application has been submitted or a policy has been issued, as accurately recorded in the Platform and subject to reasonable verification by Slate. A mere contact attempt, conversation, appointment, quote, or unsupported status change does not by itself make a Lead a Converted Lead.
The optional pay-per-lead Forever Exclusive Lead Warranty is not an upgrade offered under this Agreement. This product’s exclusivity is governed by Section 6.
"Good Standing" means the Account is current on payment obligations, is not subject to an unresolved payment dispute or chargeback, is not suspended, and is materially complying with this Agreement and applicable law.
"Lead Data" means a Lead and associated source, consent, campaign, routing, delivery, communication, disposition, performance, and attribution data.
"Platform" means Slate's websites, applications, dashboards, marketplace, routing, wallet, reporting, support, and related systems. "Services" means the Platform, Lead generation and delivery, marketplace access, integrations, reporting, support, and any optional automation, communication, or other services Slate makes available.
"Wallet" means the prepaid ledger balance associated with an Account and used to pay for eligible delivered Leads under this product. Membership fees are separate and do not become Wallet funds.
The Services are intended solely for insurance professionals and other legitimate businesses located in the United States. Agent represents that Agent is at least 18 years old, is using the Services for business purposes, and has authority to enter this Agreement.
Agent represents that Agent and each person who markets, solicits, recommends, sells, or services insurance using Lead Data holds every license, appointment, registration, and authorization required for that activity and for the applicable state and product line. Slate does not verify or guarantee Agent's authority to transact insurance.
Agent will provide and maintain accurate profile, agency, licensing-state, billing, contact, tax, and payment information. Lead routing may rely on those settings. Agent is responsible for losses or compliance issues caused by inaccurate or outdated information.
Agent will protect login credentials, use available security controls, and promptly notify Slate of suspected unauthorized access. Agent may not share credentials outside the Account's Authorized Users, circumvent access controls, or impersonate another person or organization.
An agency owner may fund an agency Wallet, invite Authorized Users, set delivery controls, and route Leads internally. The agency is responsible for its users and for allocating Leads only to properly licensed personnel. Internal routing within the same Account does not violate Fresh Lead exclusivity.
Slate provides a marketplace and software Platform through which Agent may fund a Wallet, select available product lines and licensed states, set fresh Lead delivery controls, receive and manage Leads, update dispositions, view evidence, and use available integrations and reporting.
Leads may be generated through Slate-operated advertising and funnels or obtained from authorized suppliers. Slate may advertise through channels including Facebook, Instagram, Google, TikTok, YouTube, and other media. Slate may use identity, phone, duplicate, fraud, or one-time-passcode verification and may provide a TrustedForm certificate or other source and consent evidence when available for a Lead. The Platform's display of evidence is factual documentation, not a legal opinion or a guarantee that every contemplated outreach method is lawful.
A Lead is deemed delivered when Slate makes it available in the Platform, routes it to an Account or Authorized User, or transmits it to a destination selected by Agent, including a CRM, webhook, spreadsheet, email, or other integration. Agent is responsible for monitoring the Platform and its selected destinations.
Lead supply varies by product line, state, day, market, advertising conditions, consumer demand, platform availability, and other factors. Daily caps are maximum delivery preferences, not guaranteed volumes. Slate may delay, reduce, or pause delivery when inventory, licensing, scheduling, Wallet balance, compliance, fraud, or technical conditions require it.
Agent may use available controls to set delivery days, times, states, product lines, caps, and pauses. A pause stops new Fresh Lead delivery as soon as reasonably practicable but does not terminate this Agreement, reverse completed deliveries, cancel a membership subscription or an authorized charge already initiated, or create a refund right.
Slate may add, modify, replace, or discontinue features, integrations, suppliers, delivery methods, and product lines. Slate will use reasonable efforts to avoid materially impairing paid Services without notice, but no specific feature or third-party integration is guaranteed to remain available.
Agent funds the prepaid lead Wallet to pay for eligible delivered Leads under this product. Wallet funds are a contractual credit usable only for eligible Slate products and Services. They are not held in trust, are not a bank account, do not earn interest, are not transferable between unrelated Accounts, and cannot be redeemed for cash. Membership fees are separate from Wallet funds.
Slate may establish minimum funding or refill amounts and may change those amounts prospectively. The amount displayed and accepted at checkout controls the transaction. A successful payment credits the applicable agent or agency Wallet after Slate receives processor confirmation.
Agent authorizes variable Lead Rates for future deliveries. Rates may vary by campaign, product, audience, state, volume, and market conditions, with no fixed dollar amount or per-lead spending limit. A specific dollar cost per Lead is not guaranteed.
Before delivery, Slate may reserve estimated funds from Agent's prepaid Wallet. A reservation is not the final charge. After the applicable Lead Rate is finalized, settlement may deduct the difference or return unused reserved funds. If settlement exceeds available Wallet funds, the remaining balance is due and new delivery waits for funding. Membership fees and separately authorized Wallet refills remain separate.
Agent's daily lead cap limits quantity, not total spend. If pricing cannot be validated, the affected delivery pauses until pricing is available. Agent is purchasing Lead delivery under this Agreement, not an audit right into Slate's business.
Variable delivery also requires Agent's separately recorded pricing confirmation. Accepting this Agreement does not fabricate or replace that confirmation. This Section applies prospectively. Historical completed transactions and signed agreement snapshots remain governed by the terms and authorization recorded for them, except that confirmed mechanical billing errors may be corrected under Section 7.
The Slate Gold membership costs $500.00 when purchased and every 14 days thereafter until canceled. This is a 14-day recurring schedule, not monthly billing. Membership fees purchase access and do not become Wallet funds. Agent authorizes the recurring membership charge on the payment method accepted at checkout. Cancellation is governed by Section 12.2.
The pay-per-lead $50 daily spend minimum does not apply. New delivery requires sufficient available Wallet funds for the applicable authorization, subject to delivery controls and other eligibility requirements. A hold is an estimate, not a cap on final settlement under Section 4.3.
Slate uses third-party payment processors, including Whop or a successor processor. By providing a payment method, Agent authorizes the processor to store it. Slate may charge the stored method without re-entry only for a transaction or feature Agent affirmatively authorizes, including an enabled auto-refill, an accepted one-click upgrade, a recurring Service, or an outstanding amount due under this Agreement. Agent may disable future auto-refills through available Account controls, but disabling does not reverse a completed charge or eliminate amounts already owed.
If Agent enables auto-refill, Agent authorizes Slate to charge the stored payment method for the displayed refill amount when the applicable Wallet falls at or below the selected threshold. Slate may retry a failed authorized charge and may use payment-account updater services where available. Agent is responsible for keeping the payment method current. A cancellation request disables future auto-refill and new Wallet checkouts under Section 12.2. A retry may not create a second charge while the outcome of an earlier attempt remains unresolved.
Slate may change prices prospectively. A price change does not alter a completed delivery or purchase. Agent is responsible for applicable sales, use, excise, or similar taxes, excluding taxes based on Slate's net income. Final settlement of a previously authorized variable Lead Charge under Section 4.3 is not a prospective price change.
Wallet funding, Lead purchases, upgrades, fees, and Services are final and non-refundable except for confirmed mechanical billing corrections under Section 7 or where applicable law requires otherwise. Unused Wallet credits do not become refundable merely because Agent pauses delivery, changes strategy, stops using the Platform, or terminates the Account.
Before initiating a chargeback, payment dispute, or reversal, Agent will give Slate written notice at admin@adsystems.io and at least five business days to investigate and attempt in good faith to cure the billing issue, unless a shorter period is required by applicable law or a payment-network deadline. A payment dispute or reversal of a charge for Wallet funding or delivered Leads after Slate has provided the authorized product or Service is a material breach. Slate may suspend delivery and access, revoke promotional benefits, submit this Agreement and acceptance, transaction, delivery, and usage records to the processor, recover chargeback, processor, collection, and reasonable enforcement costs to the extent permitted by law, and pursue unpaid amounts.
Agent may not withhold, offset, reduce, or delay an amount properly due because of dissatisfaction with Lead quality, performance, or outcomes. Agent must use the billing-correction process in Section 7 for a mechanical billing or delivery error. A payment dispute, reversal, or Account closure does not eliminate amounts accrued for completed deliveries, accepted upgrades, or other authorized Services.
Referral, bonus, or promotional credits have no cash value, are non-transferable, and may be used only for eligible Slate products. Unless Slate expressly states otherwise, promotional credits are not refundable and do not qualify for additional promotional rewards.
Slate may offer a referral program. A referral benefit applies only if expressly offered for this product under the program terms displayed when the referral is created. The separate pay-per-lead referral benefit is not included by accepting this Agreement. Slate may change or discontinue a referral program prospectively, prevent self-referrals or duplicate Accounts, and reverse credits associated with refunds, chargebacks, fraud, or abuse.
Slate will not knowingly sell or deliver the same Lead delivered to Agent's Account under this Agreement to another buyer Account. Every Lead delivered to that Account under this Agreement is permanently excluded from aged resale or redistribution, including after membership ends. Exclusivity applies at the Account level, so Slate may route the Lead among Authorized Users within the purchasing agency Account.
Lead exclusivity means Slate will not knowingly resell the same Slate record delivered to Agent's Account under this Agreement. It does not mean the consumer has agreed to speak only with Agent, that the consumer will not submit another inquiry elsewhere, that another marketer will not independently obtain the consumer's information, or that no other insurance professional will ever contact the consumer.
A Lead delivered to Agent's Account under this Agreement does not enter the Aged Lead Marketplace. No 45-day expiry or later aged-resale authorization applies to that delivered record.
Aged-sale windows and aged-sale caps do not apply to this product.
Aged Lead packs are not offered under this Agreement.
Permanent protection under Section 6.1 is included for Leads delivered to Agent's Account under this Agreement and does not require purchase of the separately offered pay-per-lead Forever Exclusive Lead Warranty. It does not guarantee Lead performance or prevent a consumer from independently inquiring elsewhere.
A payment dispute, chargeback, reversal, or suspension does not authorize aged resale or redistribution of a Lead already delivered to Agent's Account under this Agreement. The accelerated aged-resale remedy does not apply to this product. Slate retains its payment, suspension, termination, collection, and other rights under this Agreement.
Slate may permanently remove a Lead from future delivery when any authorized buyer accurately records an application submitted or policy issued, when the consumer opts out, when a disqualifying compliance event occurs, or when the Lead otherwise becomes ineligible. Slate may request reasonable evidence of conversion.
Agent will promptly and accurately update Lead dispositions and will not falsely mark Leads as converted, submitted, issued, opted out, or otherwise retired to manipulate eligibility or delivery records. Slate may review anomalous disposition patterns, request supporting records, correct unsupported statuses, suspend retirement privileges or Lead delivery during an investigation, and terminate Accounts engaged in intentional manipulation. Slate will not suspend an Account merely because Agent has a legitimately high conversion rate.
Agent may use Lead Data only for Agent's lawful insurance marketing, sales, service, analytics, and compliance activities. Agent may route Lead Data to Authorized Users, carriers, service providers, and integrations reasonably necessary for those purposes, subject to confidentiality and law. Agent may not sell, sublicense, rent, publish, distribute, or provide Lead Data to an unrelated agent, lead broker, marketer, data broker, or competitor.
All Lead purchases are final. This product does not include pay-per-lead Lead-quality replacement rights. A lack of contact, response, interest, eligibility, appointment, application, policy, or sale is not a billing error.
Agent may report a mechanical billing or delivery error through the Support section of the Slate Platform. The request must identify the Lead or transaction and the claimed error. Slate may request supporting details and may test or verify the issue. The pay-per-lead 72-hour replacement window does not apply.
If Slate confirms that it charged the same delivery twice, applied an incorrect final daily rate, delivered to the wrong Account, or made another mechanical billing or delivery error, Slate may correct the ledger. A correction is not a Lead-quality replacement.
A Lead does not qualify for a billing correction merely because the consumer does not answer, responds by voicemail, hangs up, declines, refuses a callback, has a different language preference, gives information that cannot be verified as wrong, is not insurable, does not qualify for Agent's carrier or product, does not remember the inquiry, changes interest, or fails to convert.
Fresh Leads are ordinarily verified at capture, including by one-time-passcode phone verification, and are delivered with the associated capture, verification, and consent records. In evaluating a request, Slate may rely on those records, call a submitted number, compare source and delivery records, review consent evidence, examine duplicate history, and request information reasonably necessary to validate a claim, and Slate's capture and verification records control unless Agent provides specific contrary evidence. Agent authorizes that verification. Knowingly false or manipulated requests are a material breach.
The pay-per-lead 20% replacement cap and delivery-cohort rules do not apply because this product does not include Lead-quality replacements.
No Fresh or Aged replacement fulfillment is promised under this product. Confirmed mechanical errors are governed by Section 7.3.
Agent independently decides whether, when, how, and through what technology to contact a Lead. Agent is the caller or sender of record for Agent's outreach and is an independent controller or business for Agent's use of Personal Data. Slate does not supervise Agent's sales activity, insurance advice, scripts, recommendations, illustrations, policy design, or carrier submissions.
Agent is solely responsible for complying with all federal, state, and local laws, regulations, regulatory orders, carrier rules, and industry requirements applicable to Agent's activities, including insurance licensing and advertising laws; the Telephone Consumer Protection Act and FCC rules; the FTC Telemarketing Sales Rule; federal and state Do-Not-Call requirements; CAN-SPAM; state privacy laws; state telephone-solicitation and mini-TCPA laws; calling-time restrictions; registration and bonding requirements; call-recording laws; and carrier, CTIA, 10DLC, and messaging rules.
Slate may provide consent language, timestamps, source URLs, IP or device data, one-time-passcode records, TrustedForm certificates, or comparable evidence. Agent must review the evidence and determine whether it supports Agent's specific caller identity, communication channel, content, technology, timing, product, and jurisdiction. Slate does not represent that evidence permits every type of call, text, email, prerecorded message, artificial voice, automated technology, or AI-assisted outreach.
Before outreach, Agent will perform all legally required national, state, and internal Do-Not-Call scrubs and maintain its own entity-specific suppression list. Agent will promptly honor every revocation, STOP request, unsubscribe request, or other opt-out; prevent further prohibited outreach; and communicate material opt-outs through the Platform where available so Slate can protect the consumer.
Agent will use accurate caller identification and sender information, identify the seller and purpose as required, avoid spoofing or misleading statements, make all required disclosures, use legally compliant scripts and opt-out mechanisms, and contact consumers only during permitted local times. Agent will maintain registrations and campaign approvals required for its outreach, including applicable STIR/SHAKEN and 10DLC requirements, and will use the highest caller attestation for which Agent lawfully qualifies. Slate does not guarantee carrier attestation, call completion, messaging delivery, spam labeling, filtration, or blocking.
Agent may use automated dialing, prerecorded messages, artificial voices, AI callers, or automated texts only when Agent has independently determined that the technology and campaign are lawful and supported by the required consent and disclosures. Any Slate template, tool, configuration, or evidence is operational assistance, not legal advice.
Agent will retain consent evidence, including the disclosure presented, timestamp, source URL, IP or device information where available, consent scope, and any proof of lawful consent transfer; scripts and version history; DNC scrub records; and outreach logs showing date and local time, destination number or address, caller or sender identity, human or automated agent identifier, technology used, disposition, and opt-out events. Agent will retain those records for at least five years or the longest period required by applicable law, whichever is longer.
Upon a reasonable compliance request, Agent will provide representative consent, DNC, outreach, registration, licensing, and disposition records within two business days. Slate may suspend affected delivery or Platform features while investigating suspected unlawful outreach, fraud, or consumer harm and may require reasonable remediation before restoration.
Agent is solely responsible for suitability, best-interest obligations, product explanations, illustrations, replacements, underwriting representations, carrier requirements, commissions, policy service, cancellations, persistency, and chargebacks related to policies Agent writes. Slate is not an insurer, insurance agency, producer, broker, fiduciary, or legal, tax, compliance, or investment adviser to Agent or any consumer.
Agent will not transmit protected health information to Slate unless the parties have executed any agreement legally required for that processing. Agent should not place unnecessary sensitive health information in notes, messages, or unsupported integrations.
As between the parties and subject to consumer rights under applicable law, Slate and its licensors retain their rights in Lead sources, compilations, consent records, campaign data, Platform data, and Lead Data generated or acquired through Slate's systems. Slate grants Agent a limited, non-exclusive, non-transferable, revocable license to use delivered Lead Data as permitted by this Agreement. No ownership of Slate's source records, funnels, audiences, or campaign infrastructure transfers to Agent.
Agent retains its rights in data Agent supplies to Slate ("Agent Data"). Agent grants Slate and its service providers a worldwide, non-exclusive license to host, copy, transmit, analyze, and otherwise process Agent Data as necessary to provide, secure, support, enforce, and improve the Services and to comply with law.
Each party acts as an independent controller or business for Personal Data it determines how and why to process. To the extent Slate processes Agent Data solely on Agent's documented instructions to provide a configured feature, Slate acts as Agent's processor or service provider and will not use that Agent Data for an unrelated purpose except as permitted by law.
Slate may collect Agent's name, email, phone, business and agency information, role, licensing states, NPN, addresses, authentication and security information, payment and transaction history, support communications, device and log data, IP address, product usage, clicks, referral and attribution data, integrations, Wallet activity, Lead activity, and performance metrics. Payment credentials are generally processed and stored by Slate's payment processor rather than Slate.
Slate may use information to create and secure Accounts; verify identity; process payments; deliver and route Leads; operate Wallets, support, integrations, reporting, referrals, and upgrades; prevent fraud and abuse; enforce this Agreement; communicate about the Services; improve products and campaigns; measure attribution; create aggregated or de-identified benchmarks; market Slate to business users as permitted by law; and comply with legal obligations.
Slate may disclose information to hosting, database, payment, analytics, attribution, communications, support, fraud, consent, CRM, and other service providers; to integrations Agent selects; to professional advisers; in a business transfer; to enforce rights or protect safety; or when lawfully required. Slate does not sell Agent's personal contact information to unrelated third parties for their independent marketing.
Consumer-facing Lead forms and campaigns may carry separate privacy notices and consent disclosures. This Agreement governs the business relationship between Slate and Agent and does not replace a consumer-facing notice.
Slate will maintain commercially reasonable administrative, technical, and physical safeguards appropriate to the information and risk, including access controls and encryption in transit and at rest where commercially appropriate. No system is completely secure, and Slate does not guarantee absolute security. Agent is responsible for security after Lead Data is delivered to Agent or Agent's selected integration.
"Security Incident" means confirmed unauthorized access to or disclosure of Agent Data in Slate's possession or control. Slate will notify Agent without undue delay and within 72 hours after confirming a Security Incident, will provide details reasonably available to Slate, and will reasonably cooperate with remediation. Agent will promptly notify Slate of any compromise affecting the Platform, Account, or Lead Data.
Slate may retain data as reasonably necessary to provide the Services, maintain financial and legal records, preserve consent and dispute evidence, prevent fraud, resolve disputes, enforce this Agreement, and comply with law. Slate may retain aggregated or de-identified data. Agent may request access, correction, or deletion of eligible Account information by contacting admin@adsystems.io. Within 30 days after a valid written request following termination, Slate will return available Agent Data or delete eligible Agent Data from active systems, subject to legal and contractual retention requirements, routine backup cycles, and Slate's independent rights in Lead Data. Data retained in backups or archives will remain protected until deleted in the ordinary course.
Agent authorizes Slate to use reputable subprocessors for cloud hosting and storage, payments, telephony and messaging, analytics and attribution, consent evidence, AI or automation where enabled, support, email, security, and productivity. Slate will require subprocessors that process Agent Data to protect it under written terms appropriate to the service and will remain responsible for Slate's contractual obligations when using them. Slate will limit Agent Data access to personnel and service providers with a need to know and appropriate confidentiality obligations.
To the extent Slate acts as Agent's processor or service provider, Slate will reasonably assist Agent with verifiable data-subject requests involving Agent Data when technically able and legally permitted; Agent remains responsible for responding to individuals and regulators. No more than once annually, on at least 30 days' written notice, Agent may request Slate's then-current summary security controls or available third-party security attestation reports. On-site audits are not permitted except where applicable law requires them and then only to the extent legally necessary.
Slate and its licensors own the Platform, Services, software, interfaces, documentation, branding, databases, methods, improvements, and Campaign Assets. "Campaign Assets" include funnels, landing pages, advertisements, creative assets, scripts, messaging frameworks, prompts, call flows, campaign structures, tracking configurations, data models, audiences, and marketing materials created or deployed by Slate.
While the Account is active and in Good Standing, Slate grants Agent a limited, non-exclusive, non-transferable, revocable right to access and use the Platform and documentation solely for Agent's internal business use under this Agreement. For this limited license, an Account continuing authorized prepaid delivery under Section 12.2 remains active despite the expiration of its paid membership period, subject to Good Standing and the other requirements of this Agreement.
Agent will not copy, scrape, frame, mirror, reproduce, modify, reverse engineer, decompile, disassemble, sell, sublicense, rent, share, exploit, or create derivative works from the Platform, Campaign Assets, or Slate Confidential Information; bypass security or usage limits; use bots or automated extraction not authorized by Slate; probe or disrupt the Services; upload malware; use the Services for unlawful, fraudulent, deceptive, harassing, or abusive conduct; or use Slate materials or Confidential Information to build or assist a competing lead marketplace or marketing system.
If Agent voluntarily provides suggestions or feedback, Agent grants Slate a perpetual, irrevocable, worldwide, royalty-free right to use and commercialize that feedback without restriction or compensation, provided Slate does not publicly identify Agent without permission.
Agent may not use Slate's name, trademarks, or logo except to accurately identify Slate as a Lead source in a manner Slate approves. Slate may identify Agent or Agent's agency as a customer and use non-confidential, aggregated results in customer lists or case studies unless Agent opts out in writing. A press release or attributed testimonial requires approval.
"Confidential Information" means non-public information disclosed by a party that reasonably should be understood as confidential, including business plans, pricing not publicly displayed, software, security information, vendors, campaigns, source relationships, methods, consumer data, and trade secrets. Slate's Platform, Campaign Assets, supplier identities, and non-public performance data are Slate Confidential Information.
The receiving party will use Confidential Information only to perform or exercise rights under this Agreement, protect it with at least reasonable care, and disclose it only to personnel and service providers who need it and are bound to protect it. These duties do not apply to information lawfully known without restriction, independently developed, rightfully received from another source, or public through no breach.
A party may disclose Confidential Information when legally required if, unless prohibited, it gives prompt notice and reasonable cooperation so the other party may seek protection.
Agent will not use Slate Confidential Information or trade secrets to replicate Slate's funnels, campaign systems, supplier relationships, data workflows, or marketplace. Trade-secret obligations continue as long as the information remains a trade secret; other confidentiality obligations continue for three years after termination.
During the Agreement and for 24 months afterward, Agent will not knowingly use Slate Confidential Information to bypass Slate and directly contract with a non-public Lead source, campaign contractor, or supplier first introduced to Agent solely through Slate for substantially similar services. This Section does not prohibit relationships Agent can document existed independently or suppliers generally known to the public.
During the Agreement and for 12 months afterward, Agent will not knowingly solicit for employment or engagement a Slate employee or contractor who materially supported the Account, except through a general solicitation not targeted to that person.
Neither party will knowingly publish a materially false statement of fact about the other party or the Services. This does not restrict truthful reviews, legally protected speech, reports to regulators or law enforcement, testimony, legal claims, or statements required by law.
This Agreement begins when Agent first accepts it or uses the Services and continues until terminated. A delivery pause does not terminate the Agreement.
Agent may stop future purchases, disable auto-refill, and request Account closure through available Account controls or by contacting Slate. Termination does not reverse completed transactions, make Wallet funds refundable, revoke an authorized charge already initiated, or eliminate obligations incurred before termination. Canceling membership is distinct from requesting Account closure. To cancel membership through the Platform, Agent must separately acknowledge the displayed remaining-Wallet terms. The cancellation request disables auto-refill and new Wallet checkouts before Slate requests cancellation of membership and any separate Wallet subscription through the payment provider. Slate verifies provider ownership and reads back cancellation; an unresolved provider result remains pending and may be retried. Already submitted payments and delivered-Lead settlements may complete. After provider confirmation and Agent's explicit acknowledgment, eligible prepaid Lead delivery may continue beyond the paid membership period until available Wallet funds cannot cover the next authorization. All other status, agreement, authorization, settings, pricing, compliance, and balance requirements continue to apply. A small remainder remains on the ledger and does not create a cash refund right. A provider cancellation alone does not supply Agent's acknowledgment. No refill or new Wallet checkout is allowed after the cancellation request. Rejoining requires contacting Support. Cancellation does not excuse debt or reset the Wallet.
Slate may suspend or terminate all or part of the Services immediately when Slate reasonably believes there is non-payment, chargeback abuse, fraud, unlawful outreach, consumer harm, security risk, misuse of Lead Data, manipulation of Lead dispositions, breach of this Agreement, legal prohibition, or material risk to Slate, its suppliers, consumers, or other customers. Where practicable and appropriate, Slate will provide notice and an opportunity to cure.
Upon termination, Agent must stop accessing the Platform and pay amounts due. Agent may retain records legally required for compliance and data concerning bona fide converted customers Agent services. Except as legally required or necessary to service a converted customer, Agent must stop using Slate Confidential Information and unconverted Lead Data after Slate terminates the Account for Agent's material breach. Sections that by their nature should survive will survive, including payment, Lead lifecycle, data rights, confidentiality, IP, disclaimers, indemnity, liability limits, disputes, and miscellaneous terms. Membership cancellation alone is not Account termination while authorized prepaid delivery continues under Section 12.2.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM, SERVICES, LEADS, LEAD DATA, CONSENT EVIDENCE, INTEGRATIONS, AND DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE." SLATE DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE, EXCEPT FOR THE EXPRESS PERMANENT LEAD EXCLUSIVITY OBLIGATIONS STATED IN SECTION 6.
Slate does not guarantee Lead accuracy, intent, responsiveness, contactability, insurability, qualification, appointments, applications, placements, premium, revenue, persistency, or return on investment. Historical results, projections, examples, benchmarks, or marketing claims are not promises of Agent's results.
Lead volume, timing, cost, quality, and performance vary. A consumer may provide inaccurate information, change their mind, fail to respond, or independently contact others. Those events are inherent in Lead generation and are not a breach.
Slate relies on advertising platforms, carriers, telecommunications providers, consent vendors, payment processors, hosting providers, CRMs, and other third parties. Slate is not liable for their independent acts, outages, filtering, spam labels, account restrictions, delays, or changes beyond Slate's reasonable control.
Slate's templates, evidence, settings, documentation, support, and suggestions are not legal, regulatory, tax, insurance, or compliance advice. Agent should consult qualified counsel and compliance professionals.
Agent will defend, indemnify, and hold harmless Slate and its affiliates, owners, officers, employees, contractors, suppliers, and agents from third-party claims, investigations, demands, fines, penalties, losses, liabilities, judgments, settlements, costs, and reasonable attorneys' fees arising from or related to: (a) Agent's calls, texts, emails, advertising, insurance activity, recommendations, or consumer interactions; (b) Agent's violation of Telemarketing Laws, insurance laws, privacy laws, carrier rules, or consumer rights; (c) Agent Data or Agent's misuse or unauthorized disclosure of Lead Data; (d) an Authorized User; or (e) Agent's material breach, negligence, fraud, or willful misconduct.
Slate will give Agent reasonably prompt notice of an indemnified claim, subject to no loss of rights except to the extent delay materially prejudices the defense. Agent may control the defense with counsel reasonably acceptable to Slate, but may not settle a claim that admits Slate's fault, imposes non-monetary obligations on Slate, or fails to release Slate without Slate's written consent. Slate may participate with its own counsel at its expense.
Slate will defend Agent against a third-party claim that the unmodified Platform, as provided and used in compliance with this Agreement, directly infringes a United States intellectual-property right. Slate may procure continued use, modify or replace the affected feature, or terminate it and return prepaid, unused fees specifically allocable to that feature. Slate has no obligation for claims caused by Agent Data, Lead Data supplied by a third party, combinations or modifications not made by Slate, continued use after notice, or Agent's breach. This Section states Agent's exclusive remedy for such claims.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES; LOST PROFITS, REVENUE, GOODWILL, OR DATA; BUSINESS INTERRUPTION; OR LOST OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SLATE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, SERVICES, WALLET, OR LEADS WILL NOT EXCEED THE GREATER OF $100 OR THE AMOUNT AGENT ACTUALLY PAID TO SLATE DURING THE SIX MONTHS BEFORE THE FIRST EVENT GIVING RISE TO THE CLAIM.
The liability cap does not limit Agent's payment obligations, Agent's indemnity obligations, Agent's misuse of Lead Data or Slate intellectual property, or either party's fraud or willful misconduct to the extent such exclusion is prohibited by law. A jurisdiction-specific limitation applies only to the maximum extent the law allows.
Neither party is liable for delay or failure caused by events beyond its reasonable control, including acts of government, law or regulation, natural disasters, fire, flood, war, terrorism, civil unrest, labor disputes, epidemics, power or internet failures, cyberattacks not caused by failure to use reasonable safeguards, supplier or advertising-platform failures, telecommunications outages, or payment-network disruption. This Section does not excuse payment obligations for completed deliveries or purchases.
Before filing a formal claim, the complaining party will send a written description of the dispute and requested relief to the other party and allow 30 days for good-faith resolution. Notices to Slate must be sent to admin@adsystems.io and to the physical address in Section 18.1.
Wyoming law governs this Agreement, without regard to conflict-of-law rules, except that the Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions.
EXCEPT FOR A QUALIFYING SMALL-CLAIMS ACTION OR A REQUEST FOR TEMPORARY INJUNCTIVE RELIEF TO PROTECT CONFIDENTIAL INFORMATION, INTELLECTUAL PROPERTY, SECURITY, OR CONSUMERS, ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION, NOT IN COURT. Arbitration will be administered by JAMS under its applicable commercial rules, or by the American Arbitration Association if JAMS is unavailable, before one arbitrator. Proceedings may occur remotely unless the parties agree otherwise; the legal seat will be Sheridan County, Wyoming. Judgment on the award may be entered in any court with jurisdiction.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES TRIAL BY JURY. EACH PARTY MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. The arbitrator may award relief only to the individual party seeking it and only as necessary to resolve that party's claim.
Agent may opt out of Sections 17.3 and 17.4 by sending a written notice within 30 days after Agent first accepts this Agreement. The notice must identify Agent and the Account, state that Agent opts out of arbitration, and be emailed to admin@adsystems.io or mailed to: adsystems.io LLC d/b/a Slate AI, Attn: Legal - Arbitration Opt-Out, 1309 Coffeen Avenue, Suite 1200, Sheridan, Wyoming 82801. Opting out does not affect the rest of this Agreement.
If a dispute is not subject to arbitration, the parties consent to exclusive jurisdiction and venue in the state or federal courts serving Sheridan County, Wyoming, and waive objections to that forum. The prevailing party may recover reasonable attorneys' fees and costs to the extent permitted by law.
Notices to Slate must be sent to: adsystems.io LLC d/b/a Slate AI, 1309 Coffeen Avenue, Suite 1200, Sheridan, Wyoming 82801; email: admin@adsystems.io. Slate may send notices to Agent through the Platform or to the email, address, or phone number associated with the Account. Electronic operational notices are effective when sent; formal legal notices are effective when received.
Slate may update this Agreement prospectively. If a change materially affects purchasing, Lead lifecycle, data use, dispute rights, or other material obligations, Slate will publish a new version and require acceptance before further use or purchase. The version accepted for a completed transaction governs that transaction unless law requires otherwise.
Agent may not assign this Agreement, an Account, Wallet credits, or rights in Lead Data without Slate's written consent. Slate may assign this Agreement to an affiliate or in connection with a merger, financing, reorganization, sale of assets, or change of control.
The parties are independent contractors. This Agreement does not create employment, agency, partnership, joint venture, franchise, fiduciary, brokerage, or insurance-agency relationship between Slate and Agent. Neither party may bind the other.
Agent will not use the Services in violation of United States export-control or sanctions laws and represents that Agent is not prohibited from receiving the Services.
If a provision is unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions remain effective. Failure to enforce a provision is not a waiver. A waiver must be written and applies only to the specific instance.
A transaction-specific screen or written order that expressly states it overrides this Agreement controls only for that transaction and only to the extent of the conflict. Otherwise, this Agreement controls over marketing copy, sales conversations, help content, and prior terms concerning the same subject.
This Agreement and any transaction-specific terms expressly incorporated into it are the entire agreement regarding the Services and supersede prior oral or written understandings on the same subject. Headings are for convenience and do not limit interpretation. "Including" means "including without limitation."
Agent agrees that electronic acceptance is Agent's signature and has the same legal effect as a handwritten signature. Slate may retain the accepted document version, Account and user identifiers, email, timestamp, IP address, user agent, time displayed, scroll-to-end evidence, payment authorization, and related records as evidence of acceptance and transaction authorization. Agent may download or request a copy of the accepted version.
Except where this Agreement states that a remedy is exclusive, each party's rights and remedies are cumulative and do not exclude rights or remedies available at law or in equity. This Agreement benefits only Slate, Agent, and their permitted successors and assigns; it creates no third-party beneficiary rights.
Questions about this Agreement, billing, privacy, or billing corrections may be sent to admin@adsystems.io.
adsystems.io LLC d/b/a Slate AI 1309 Coffeen Avenue, Suite 1200 Sheridan, Wyoming 82801 admin@adsystems.io