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Aztek Gaming Solutions End User License Agreement

AZTEK GAMING SOLUTIONS software end-user license agreement: Important - This software end user license agreement ("EULA") is a legal agreement between Licensee (you either State or Corporate Entity or, if purchased or otherwise acquired by or for an entity, an entity) and AZTEK GAMING SOLUTIONS.

Read it carefully before using the software. The software, related materials, data sets, and/or sample data are subject to acceptance of the AZTEK GAMING SOLUTIONS license agreement, which supersedes any previous license agreement(s), unless it is superseded by a signed license agreement between Licensee and AZTEK GAMING SOLUTIONS. AZTEK GAMING SOLUTIONS is willing to license the software, related materials, data sets, and/or sample data to Licensee only upon the condition that accepts all of the terms and conditions contained in the AZTEK GAMING SOLUTIONS license agreement. It provides a license to use the software and contains warranty information and liability disclaimers. If Licensee does not agree with the terms and conditions as stated, then AZTEK GAMING SOLUTIONS will not allow access to software. Your use of the software will constitute an acceptance by you of the terms and conditions of this EULA.

Definitions

  1. "AZTEK GAMING SOLUTIONS" means AZTEK GAMING SOLUTIONS, Inc. and its licensors, if any.
  2. "Licensee" means Licensee, (either an individual or, if purchased or otherwise acquired by or for an entity, an entity).
  3. "Software" means only the AZTEK GAMING SOLUTIONS software program(s) and third party software programs, in each case, supplied by AZTEK GAMING SOLUTIONS herewith, and corresponding documentation, associated media, printed materials, and online or electronic documentation, and all updates or upgrades of the above that are provided to Licensee.

License Grants

  1. Installation and Use:

    Licensee may install, use, access, display and run one copy of the Product. The Product may be used by multiple processors at any one time, including but not limited to, mobile devices, internet appliances, set top boxes (STB), handhelds, PDAs, phones, web pads, tablets, game consoles, TVs, DVDs, gaming machines, home automation systems, kiosks or any other consumer electronics devices or mobile/cable/satellite/television or closed system based service. A license for the Software may not be shared, installed or used by any non-licensee.

  2. Reservation of Rights:
    1. AZTEK GAMING SOLUTIONS reserves all rights not expressly granted to Licensee in this EULA.
    2. Licensor license rights under this EULA are non-exclusive.
    3. Certain rights are not granted under this Agreement, but may be available under a separate agreement. If Licensee would like to enter into a distribution agreement or learn of other licensing strategies, please contact:

      Attention: Customer Support
      AZTEK GAMING SOLUTION Inc., 10532 S. Glenstone Place, Baton Rouge, LA 70810, USA
      TEL 225-757-5838 • WEB: AztekGaming.us

  3. Audit:

    Licensee agrees that AZTEK GAMING SOLUTIONS may audit Licensee use of the Software for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the Software by Licensee other than in full compliance with the terms of this Agreement, Licensee shall reimburse AZTEK GAMING SOLUTIONS for all reasonable expenses related to such audit in addition to any other liabilities Licensee may incur as a result of such non-compliance.

License Restrictions

  1. Licensee may not sell, rent, lease, or sublicense the Software.
  2. Licensee may not alter, merge, modify, adapt or translate the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form.
  3. Licensee may not modify the Software or create derivative works based upon the Software.
  4. Licensee may not export the Software into any country prohibited by the United States Export Administration Act and the regulations thereunder.
  5. In the event that Licensee fails to comply with this EULA, AZTEK GAMING SOLUTIONS may terminate the license and Licensee must immediately cease all use of the Software (with all other rights of both parties and all other provisions of this EULA surviving any such termination).
  6. Licensee shall not use the Software to develop any software or other technology having the same primary function as the Software, including but not limited to using the Software in any development or test procedure that seeks to develop like software or other technology, or to determine if such software or other technology performs in a similar manner as the Software.
  1. Permitted Uses:
    1. Licensee may have access through the internet to (1) copy of the Software, Data, and Related Materials.
    2. Licensee may use the Software, Data, and Related Materials as a map/data server engine in an Internet and/or Intranet distributed computing network or environment provided the appropriate.
    3. Licensee may not copy, alter, modify, merge, reproduce, and/or create derivative works of the online documentation for Licensee's own internal use. The portions of the online documentation merged with other software, hardcopy, and/or digital materials shall continue to be subject to the terms and conditions of this Agreement and shall provide the following copyright attribution notice acknowledging the proprietary rights of AZTEK GAMING SOLUTIONS and its licensor(s) in the online documentation: "Portions of this document include intellectual property of AZTEK GAMING SOLUTIONS and its licensor(s) and are used herein by permission. Copyright©200__ AZTEK GAMING SOLUTION. Inc., and its licensor(s). All Rights Reserved."
    4. Licensee may use the Data Sets that we provided under license from AZTEK GAMING SOLUTIONS and its licensor(s) as described in the Distribution Rights section of the online Data Help files.
    5. Not for Resale Software: If the Software is labeled "Not for Resale" or "NFR," then, notwithstanding other sections of this License Agreement, Licensee's use of the Software, Data, and Related Materials is limited to use for demonstration, test, or evaluation purposes, and Licensee may not resell, or otherwise transfer for value, the Software.
  2. Uses Not Permitted:
    1. Licensee shall not copy, reproduce, display, remarket, resell, retransmit, rebroadcast, and/or redistribute copies of the Software, Data Sets, or any derived portion(s) of the Data Sets in any hard-copy and or digital format(s), and/or Related Materials beyond that described in the Permitted Uses section above.
    2. Licensee shall not sell; rent; lease; sublicense; lend; assign; time-share; act as a service bureau that allows third party access to the Software, Data, or Related Materials except as provided herein; or transfer, in whole or in part, access to prior or present versions of the Software, Data, and Related Materials, any updates, or Licensee's rights under this Agreement.
    3. Licensee shall not reverse engineer, decompile, or disassemble the Software, or make any attempt to unlock or bypass the Software keycode and/or hardware key used, as applicable, except and only to the extent that applicable law notwithstanding this limitation expressly permits such activity.
    4. Licensee shall not remove or obscure any AZTEK GAMING SOLUTIONS and its licensor(s) copyright, trademark, and/or proprietary rights notices.
    5. Licensee shall not alter or modify the AZTEK GAMING SOLUTIONS Software or prepare any derivative works from AZTEK GAMING SOLUTIONS Software.
    6. The Software, Data, and Related Materials are licensed as a single product. Except as otherwise stated herein, the component parts may not be separated for use on more than one (1) computer or in conjunction with any third party software.
  3. i-Response®:

    If Software is delivered with this Agreement, the following terms apply:

    1. Additional license fees are due in advance for each executable application delivered to an end-user and for each Internet deployment.
    2. Licensee agrees it shall include on all packages, media, and user documentation the AZTEK GAMING SOLUTIONS, Innovative Solutions … Extraordinary Results® logo, which use is subject to AZTEK GAMING SOLUTIONS Trademark Guidelines, a license for which is hereby granted, as well as the AZTEK GAMING SOLUTIONS copyright notice located on the source materials.
    3. Each written sublicense agreement provided with the Licensee executable shall include the following terms:
      1. Sublicensed components may not be separated from use of the base executable application.
      2. The licensed user shall not reverse engineer by any method, except and only to the extent such activity is expressly permitted by applicable law, copy for commercial use, transfer, or assign its rights under the license grant; and
      3. AZTEK GAMING SOLUTIONS or its suppliers may enforce their intellectual property rights through injunctive relief as well as all other remedies available at law or equity.
    4. Licensee may use the Software in its beta test program and for end-user evaluation without the payment of deployment fees.
    5. Licensee agrees to indemnify, defend, and hold AZTEK GAMING SOLUTIONS harmless from any claim, damage, or liability, regardless of its nature and basis, that arises from Licensee's actions, representations, or sublicense activity that is not in accordance with the terms of this Agreement or that arises from the use of the software, including, but not limited to Licensee's inability to access the software via the internet or internet portal.
    6. AZTEK GAMING SOLUTIONS may audit Licensee records as they pertain to relevant deployments for a term of five (5) years from the last deployment. In the event all deployment fees have not been paid, Licensee agrees to pay all fees in arrears as well as AZTEK GAMING SOLUTIONS's or its designee's costs to perform the audit.

Term

The license granted by this Agreement shall commence upon Licensee's receipt of the Software, Data, and Related Materials and shall continue until such time that (1) Licensee elects to discontinue use of the Software, Data, and Related Materials and terminates this Agreement, or (2) AZTEK GAMING SOLUTIONS terminates for Licensee's material breach of this Agreement and/or as may be further delineated hereinbelow. The parties hereby agree that all provisions contained herein, that operate to protect the rights of AZTEK GAMING SOLUTIONS and its licensor(s) shall remain in force after any termination should breach occur.

Ownership

The foregoing license gives Licensee limited license to use the Software. AZTEK GAMING SOLUTIONS and its suppliers retain all right, title and interest, including all copyright and intellectual property rights, in and to, the Software and all copies thereof. All rights not specifically granted in this EULA, including Federal and International Copyrights, are reserved by AZTEK GAMING SOLUTIONS and its suppliers.

No Additional Services

The Licensee agrees that there are to be no programming services or any other services of any nature or kind whatsoever to be provided under this License Agreement by AZTEK GAMING SOLUTIONS in relation to the Licensed Programs, including, without limitation, any services in relation to any errors, malfunctions or defects which may arise during the term of this License Agreement, except where these services are rendered through a further agreement between the parties and, in that event, at such rates and for such fees and other amounts as are agreed upon between the parties at the time such further agreement is entered into.

Trademarks

All trademarks, service marks and trade names used in this product are proprietary to AZTEK GAMING SOLUTIONS or other respective owners that have granted AZTEK GAMING SOLUTIONS the right and license to use such trademarks, service marks and trade names, and are protected by U.S. and international trademark laws. AZTEK GAMING SOLUTIONS's registered or unregistered trademarks, service marks and trade names include, without limitation, the following: AZTEK GAMING SOLUTIONS, AssetTrak, PermitTrak, and RevTrax. No user of this product, software and or Website is granted any rights to such trademarks, service marks or trade names. Other companies and products mentioned herein are trademarks or registered trademark, of their respective trademark owners. Licensee may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software. This EULA does not authorize Licensee to use AZTEK GAMING SOLUTIONS's or its licensors' names or any of their respective trademarks.

Limited Warranty Disclaimer

  1. If the software is provided to Licensee free of charge, and on an "as-is" basis, AZTEK GAMING SOLUTIONS provides no technical support, warranties or remedies for the software.
  2. AZTEK GAMING SOLUTIONS and its suppliers disclaim all warranties and representations, whether express, implied, or otherwise, including the warranties of merchantability or fitness for a particular purpose. Also, there is no warranty of non-infringement and title or quiet enjoyment. AZTEK GAMING SOLUTIONS does not warrant that the software is error-free or will operate without interruption. No rights or remedies will be conferred on Licensee unless expressly granted herein. The software is not designed, intended or licensed for use in hazardous environments requiring fail-safe controls, including without limitation, the design, construction, maintenance or operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, and life support or weapons systems. AZTEK GAMING SOLUTIONS specifically disclaims any express or implied warranty of fitness for such purposes.
  3. AZTEK GAMING SOLUTIONS warrants that the Software, as deployed on the production, UAT and training servers, will be free from defects in materials and workmanship under normal use and service for a period of sixty (60) days from the date of receipt (the "Warranty Period"), except for the above express limited warranty, the software, data, and related materials contained herein are provided "as is," without warranty of any kind, either express or implied, including, but not limited to, any implied warranties of merchantability and fitness for a particular purpose, which are specifically disclaimed. AZTEK GAMING SOLUTIONS does not warrant that the operation of the software, data, and related materials will be uninterrupted or error free.
  4. Data disclaimer: if included in the AZTEK GAMING SOLUTIONS package, the data herein has been obtained from sources believed to be reliable, but its accuracy and completeness, and the opinions based thereon, are not guaranteed. Every effort has been made to provide accurate data in this package. Licensee acknowledges that the data may contain some nonconformities, defects, errors, and/or omissions. AZTEK GAMING SOLUTIONS and its third party licensor(s) do not warrant that the data will meet licensee's needs or expectations, that the use of the data will be uninterrupted. Or that all nonconformities can or will be corrected. AZTEK GAMING SOLUTIONS and its third party licensor(s) are not inviting reliance on this data, and licensee should always verify actual data, whether map, spatial, tabular information, and so forth. The data contained in this package is subject to change without notice.
  5. Licensee expressly agrees that Licensee use of the Products and this Website is at Licensee's sole risk. This Website may include links and pointers to Internet websites maintained by third parties, and neither AZTEK GAMING SOLUTIONS nor any of its affiliates operates or controls any information, products or services available on any such third party website. Accordingly, the materials on this Website and on any such third party website are provided on an "as is" basis without warranties of any kind, whether express or implied, including without limitation warranties of merchantability or fitness for a particular purpose, other than those warranties which are implied by and incapable of exclusion, restriction or modification under the laws applicable to this Agreement. Specifically, neither AZTEK GAMING SOLUTIONS, its affiliates, nor any of their respective employees, agents, third party content providers or licensors warrant that any Product, this Website or any such third party website will be uninterrupted or error-free, that the use of any Product, this Website or any such third party website will allow Licensee to obtain any particular results whatsoever, or that any Product or any information, service or merchandise provided through this Website or any such third party website is accurate, reliable or of any particular value or quality.
  6. If applicable law requires any warranties with respect to the software, all such warranties are limited in duration to ninety (90) days from the date of delivery.
  7. No oral or written information or advice given by AZTEK GAMING SOLUTIONS, its dealers, distributors, agents or employees shall create a warranty or in any way increase the scope of any warranty provided herein.
  8. (USA only) some states do not allow the exclusion of implied warranties, so the above exclusion may not apply to Licensee. This warranty gives Licensee specific legal rights and Licensee may also have other legal rights that vary from state to state.
  9. AZTEK GAMING SOLUTIONS shall have no responsibility if the software has been altered in any way, or for any failure that arises out of use of the software with other than a recommended hardware configuration, platform or operating system.

Limitation of Liability

  1. During the Warranty Period, AZTEK GAMING SOLUTIONS's entire liability and Licensee's exclusive remedy shall be the return of the license fees paid for the Software, Data, and Related Materials in accordance with the AZTEK GAMING SOLUTIONS Customer Assurance Program for the Software, Data, and Related Materials that do not meet AZTEK GAMING SOLUTIONS's Limited Warranty and that are returned to AZTEK GAMING SOLUTIONS or its resellers with a copy of Licensee's proof of payment.
  2. Neither AZTEK GAMING SOLUTIONS nor its suppliers shall be liable to Licensee or any third party for any indirect, special, incidental, punitive, cover or consequential damages (including, but not limited to, damages for the inability to use equipment or access data, loss of business, loss of profits, business interruption or the like), arising out of the use of, or inability to use, the software and based on any theory of liability including breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if AZTEK GAMING SOLUTIONS or its representatives have been advised of the possibility of such damages and even if a remedy set forth herein is found to have failed of its essential purpose.
  3. Licensee specifically acknowledges and agrees that AZTEK GAMING SOLUTIONS and its affiliates are not liable for any loss of data or profit. If Licensee are dissatisfied with any product or other material accessible on or through this website, or with any of AZTEK GAMING SOLUTIONS's terms and conditions, Licensee's sole and exclusive remedy is to discontinue using the product and this website.
  4. The Licensee shall be solely responsible for taking measures to secure the identity and use of passwords assigned for access to the software. AZTEK GAMING SOLUTIONS advises against the sharing of passwords by any user, or the use of any autosave or autofill components for passwords on any device, whether desktop or mobile. Licensee specifically agrees to indemnify, save, insure, pay, defend and hold harmless AZTEK GAMING SOLUTIONS from and against any loss or claim incurred by the Licensee, or incurred by third parties, from any and all real or spurious claims, demands, suits, damages, consequential damages, interest and litigations of whatsoever kind or nature, arising out of injuries to persons and damages to property and property rights, when the same, in whole or part, result from the use of any password to access the software.
  5. Neither party shall be liable for any delay or failure in performance beyond its control resulting from acts of God or force majeure. The parties shall use reasonable efforts to eliminate or minimize the effect of such events upon performance of their respective duties under this Agreement.
  6. Licensee acknowledges that certain components of the software utilize Google Maps and any function of Google Maps is governed exclusively by any end user agreement or license of Alphabet, Inc. AZTEK GAMING SOLUTIONS has no control of any functions of Google Maps and specifically disclaims any responsibility or liability arising out of the functions of Google Maps.
  7. Licensee acknowledges that certain components of the software utilize storage in the internet cloud provided by Amazon Hosting and any function of Amazon Hosting is governed exclusively by any end user agreement or license of Amazon. AZTEK GAMING SOLUTIONS has no control of any functions of Amazon Hosting and specifically disclaims any responsibility or liability arising out of the functions of Amazon Hosting.
  8. The Licensee, shall indemnify, save, insure, pay, defend and hold harmless AZTEK GAMING SOLUTIONS from and against any loss or claim incurred by the Licensee, or incurred by third parties to whom the Licensee may have an obligation to respond and Licensee agrees to indemnify, defend and save AZTEK GAMING SOLUTIONS harmless from any and all real or spurious claims, demands, suits, damages, consequential damages, interest and litigations of whatsoever kind or nature, including, without limiting the generality of the foregoing, claims arising out of injuries to persons and damages to property and property rights, when the same, in whole or part, result from or arise out of the use of the software.
  9. The foregoing limitations on liability are intended to apply to all aspects of this EULA.

Waivers

No failure or delay by AZTEK GAMING SOLUTIONS or its licensor(s) in enforcing any right or remedy under this Agreement shall be construed as a waiver of any future or other exercise of such right or remedy by AZTEK GAMING SOLUTIONS or its licensor(s).

Order of Precedence

Any conflict and/or inconsistency between the terms of this Agreement and any FAR, DEAR, purchase order, or other terms shall be resolved in favor of the terms expressed in this Agreement, subject to the U.S. Government's minimum rights unless agreed otherwise.

Basis of Bargain

The Warranty Disclaimer and Limited Liability set forth above are fundamental elements of the basis of the agreement between AZTEK GAMING SOLUTIONS and Licensee. AZTEK GAMING SOLUTIONS would not be able to provide the Software on an economic basis without such limitations. Such Warranty Disclaimer and Limited Liability inure to the benefit of AZTEK GAMING SOLUTIONS or its licensor(s).

Privacy

As part of the operation of this software, AZTEK GAMING SOLUTIONS gathers certain types of information about users of this Website. This policy describes the types of information gathered, what is done with it, and how to correct or change the information. AZTEK GAMING SOLUTIONS collects two types of personally identifying information from users who register this software or click on this Website: personal information (such as names and e-mail addresses) and aggregated information (such as information about how many users log into this Website on a daily basis, and other information about traffic patterns on this Website).

  1. Personal information is collected when users voluntarily provide personal information to AZTEK GAMING SOLUTIONS, such as when they register, answer surveys, purchase items from AZTEK GAMING SOLUTIONS, or register for contests and other promotional opportunities provided by AZTEK GAMING SOLUTIONS.
  2. AZTEK GAMING SOLUTIONS uses various methods to collect aggregated user information, such as information as to which pages users access or visit and information volunteered by users such as survey information and/or site registrations. For example, when Licensee clicks on this Website, our servers log Licensor IP address, which is a number automatically assigned to Licensee computer whenever Licensee' surfs the Internet. AZTEK GAMING SOLUTIONS uses IP addresses for the purposes of system administration and to provide aggregated data to advertisers about the volume of use on this Website.

AZTEK GAMING SOLUTIONS uses "cookies" to collect certain information while respecting Licensor privacy. A "cookie" is a small data file that many websites write to Licensee hard drive for record keeping purposes when Licensee visits the websites. Cookies allow AZTEK GAMING SOLUTIONS to measure activity on the Website and to improve Licensor enjoyment of the Website by, for example, remembering Licensor passwords and viewing preferences. AZTEK GAMING SOLUTIONS does not use cookies to retrieve information from Licensor computer that was not originally written to Licensor hard drive by AZTEK GAMING SOLUTIONS. AZTEK GAMING SOLUTIONS does not use any information transferred through cookies for any promotional or marketing purposes or share such information with any third parties, other than information that Licensee voluntarily provided to AZTEK GAMING SOLUTIONS as described above. Most web browsers are initially set to accept cookies; if Licensee prefer, Licensee can set Licensor web browser to refuse cookies or to alert Licensee when cookies are being sent. However, it is possible that some parts of this Website will not function properly if Licensor web browser is set to refuse cookies or to alert Licensee when cookies are being sent.

Use of Information Collected by AZTEK GAMING SOLUTIONS

AZTEK GAMING SOLUTIONS uses both the personal and aggregated information that it collects for various purposes. The information is used to improve the content of this Website, to customize the content and/or layout of this Website for each user, and to notify users about updates to this Website or promotional offers or opportunities that we believe would be of interest. AZTEK GAMING SOLUTIONS may disclose personal information, when it believes in good faith that such disclosure is legally required, to protect its rights or the safety of others. If Licensee objects to AZTEK GAMING SOLUTIONS's use of any personal information, which Licensee may provide for any reason, Licensee may stop such use by modifying Licensor registration information.

U.S. GOVERNMENT RESTRICTED RIGHTS LEGEND

This Software and the documentation are provided with "RESTRICTED RIGHTS" applicable to private and public licenses alike. Without limiting the foregoing, use, duplication, or disclosure by the US Government is subject to restrictions as set forth in this EULA and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013 (c)(1)(ii)(OCT 1988), FAR 12.212(a)(1995), FAR 52.227-19, or FAR 52.227-14, as applicable. Manufacturer: AZTEK GAMING SOLUTIONS, LLC, 10532 S. Glenstone Place, Baton Rouge, LA 70810.

(Outside of the USA) Consumer End Users Only

The limitations or exclusions of warranties and liability contained in this EULA do not affect or prejudice the statutory rights of a consumer, i.e., a person acquiring goods otherwise than in the course of a business.

The limitations or exclusions of warranties, remedies or liability contained in this EULA shall apply to Licensee only to the extent such limitations or exclusions are permitted under the laws of the jurisdiction where Licensee is located.

Export Regulations

Licensee acknowledges that this Agreement and the performance thereof are subject to compliance with any and all applicable United States laws, regulations, or orders relating to the export of computer software or know-how relating thereto. AZTEK GAMING SOLUTIONS Software, Data, and Related Materials have been determined to be Technical Data under United States export laws. Licensee agrees to comply with all laws, regulations, and orders of the United States in regard to any export of such Technical Data. Licensee agrees not to disclose or re-export any Technical Data received under this Agreement in or to any countries for which the United States Government requires an export license or other supporting documentation at the time of export or transfer, unless Licensee has obtained prior written authorization from AZTEK GAMING SOLUTIONS and the U.S. Office of Export Control. The countries restricted at the time of this Agreement are Cuba, Iran, Iraq, Libya, North Korea, Montenegro, Serbia, and Sudan.

Arbitration

Mandatory Arbitration. Any legal claims, controversies, or disputes (collectively, "Claims") against AZTEK GAMING SOLUTIONS arising out of the use of the software, shall be resolved through arbitration instead of the courts. Arbitration shall be the exclusive forum for the resolution of such Claims, and Licensee waives a right to a trial before a judge or jury in federal or state court in favor of arbitration as set forth in this EULA. Claims by Licensee may only be brought in the party's individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Licensee specifically agrees not to file, initiate directly or indirectly, join, or participate in any class or collective action. If a class or collective action is filed purporting to include Licensee, then Licensee agrees to take all steps necessary to refrain from opting in or to opt-out or otherwise exclude Licensee from the action, as applicable. Claims subject to arbitration under this EULA may not be joined or consolidated with claims of other individuals without the consent of AZTEK GAMING SOLUTIONS.

Any arbitration conducted pursuant to this EULA shall be fully and finally resolved in a binding arbitration proceeding held before a single arbitrator in Baton Rouge, Louisiana. The arbitration shall be conducted in accordance with the American Arbitration Association's ("AAA's") then-current arbitration rules and procedures pertaining to software licenses claims (the "AAA Rules"). To the extent the AAA Rules conflict with the provisions of this EULA, the provisions of this EULA shall govern, except as prohibited by applicable law. Any party may be represented at the arbitration by an attorney selected by that party. Each party shall bear its own costs and attorney's fees relating to the arbitration. Any demand for arbitration must be timely, and any time limits that would apply to Licensee's claims if they were filed in a court of competent jurisdiction shall apply in any arbitration. The arbitrator shall dismiss as untimely any claim that is submitted for arbitration after the expiration of any such time period. Licensee shall be responsible for paying the filing fee due to the AAA. The arbitrator shall be neutral and selected through the AAA according to the AAA Rules and with both parties' participation. The arbitrator shall apply the terms of this EULA and the law applicable to the claims asserted. The arbitrator shall not have the power to change any of the terms of the EULA. The parties to any arbitration conducted pursuant to this EULA shall be entitled to conduct sufficient discovery to prepare adequately for the claims and defenses raised in the arbitration, including gaining access to essential documents and witnesses, to be determined by the arbitrator and in accordance with the AAA Rules, taking into account the parties' shared desire to have a fast, cost-effective dispute resolution mechanism. The arbitrator shall have the authority to entertain a motion to dismiss, motion for summary judgment, motion to compel discovery, motion in limine, and motion to strike by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. At the arbitration, the Federal Rules of Evidence will apply. Both parties shall have the right to present proof, through testimony and documentary evidence, and to cross-examine witnesses. The arbitrator alone and not a court shall have jurisdiction to decide his or her jurisdiction, any questions as to the arbitrability of claims, whether an agreement to arbitrate exists and is valid, and whether the agreement to arbitrate covers the claims in question. The arbitrator shall have the authority to grant any and all rights, remedies and relief that would be available to the parties if the claims were brought in a court of law. The arbitrator shall have the power to award attorneys' fees and costs to the prevailing party, in accordance with applicable law and the AAA Rules, including an award for fees and costs incurred if a claim is brought in court frivolously or in bad faith or in direct contravention of the terms of this Agreement. The arbitrator shall issue a written opinion and award that sets forth the arbitrator's findings of fact and conclusions of law upon which the award is based, which shall be final and binding on the parties. Judicial enforcement and review of the arbitrator's opinion and award is dependent on applicable law.

Miscellaneous Provisions

  1. To the extent that any of the Terms and Conditions of Use hereof are inconsistent with the terms and conditions of any License Agreement between Licensee and AZTEK GAMING SOLUTIONS, Inc. with respect to any particular product, the terms and conditions of such License Agreement shall govern with respect to such product.
  2. AZTEK GAMING SOLUTIONS reserves the right to change these Terms and Conditions of Use at any time without notice.
  3. The internal laws of the State of Louisiana shall govern this EULA, without giving effect to principles of conflict of laws. In each case this EULA shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods.
  4. If any provision hereof shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and Conditions of Use, and shall not affect the validity and enforceability of any remaining provisions hereof.
  5. The rights to use this software granted to Licensee hereunder are personal to Licensee and are not subject to transfer or assignment.

General

  1. This EULA contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. Licensee agrees that any varying or additional terms contained in any purchase order or other written notification or document issued by Licensee in relation to the Software licensed hereunder shall be of no effect. The failure or delay of AZTEK GAMING SOLUTIONS to exercise any of its rights under this EULA or upon any breach of this EULA shall not be deemed a waiver of those rights or of the breach.
  2. No AZTEK GAMING SOLUTIONS dealer, agent or employee is authorized to make any amendment to this EULA.
  3. All questions concerning this EULA shall be directed to:

    Attention: General Counsel
    AZTEK GAMING SOLUTIONS, LLC, 10532 S. Glenstone Place, Baton Rouge, LA 70810, USA
    TEL 225-757-5838 • WEB: AztekGaming.us

 

Part II: Master Software Support Terms and Conditions

If Licensee has agreed to accept the Master Software Support Terms and Conditions by indicating so on the End User License Agreement (EULA), the following terms and conditions shall apply:

1. Definitions

As used in these Master Software Support Terms and Conditions, the following terms shall have the following respective meanings:

  1. "AZTEK GAMING SOLUTIONS" means AZTEK GAMING SOLUTIONS, LLC and its licensors, if any.
  2. "Software" means only the AZTEK GAMING SOLUTIONS software program(s) and third party software programs, in each case, supplied by AZTEK GAMING SOLUTIONS herewith, and corresponding documentation, associated media, printed materials, and online or electronic documentation, and all updates or upgrades of the above that are provided to Licensee.
  3. The term "Agreement" shall mean the EULA of which these Master Software Support Terms and Conditions form a part.
  4. The term "Licensee" shall mean Licensee, (either an individual or, if purchased or otherwise acquired by or for an entity, an entity).
  5. Release is distinct Licensor software offering that is distributed to Licensees. Licensor Releases are designated by the nomenclature A, B, C, D:
    1. Where 'A' is the build year.
    2. 'B' is the Version number; Version Release is a Release that increments the Version number. Version Releases contain major and fundamental changes to features and functions, and contain the complete software offering.
    3. 'C' the Revision number; and, Revision Release is a Release of a software offering that increments the Revision number. Revision Releases contain functional enhancements and repairs to code defects, and contain the complete software offering.
    4. 'D' the Update number. Update Release is a Release that increments the Update number. Update Releases contain repairs to code defects only. Update Releases generally do not contain the complete software offering and are used to modify a Version or Revision Release already in the possession of the Licensee.
  6. Release General Availability is the date on which Licensor first ships a Release to licensees.
  7. Software Support Services are the services available to support a particular Licensor software offering. These services may include the following:
    1. Critical Problem Escalation is the process whereby, in the event that a significant problem in the software offering impedes Licensee's productive use of said offering, Licensor will make reasonable effort to expedite problem resolution. Such problem resolution can be any of the following: a defect repair, a work-around, an action plan for resolution, or a determination that the problem will not be fixed;
    2. Resolve™ Electronic Patch Distribution is a Licensor mechanism for the electronic dissemination of potential repairs to code defects and other relevant data to authorized Software Support Service Licensees. Since the purpose of Resolve™ is early distribution, repairs distributed on Resolve™ will not, as a rule, have undergone Licensor's quality assurance process;
    3. Comprehensive Defect Status Reporting is an information service via electronic mail that consists of status of defects from initial report to code repair, other defects reported in the same area of code, proposed fixes submitted by other Licensees, cross reference reports, and custom reports at the request of the Licensee;
    4. Problem Isolation and Tracking is the process whereby Licensor works, often with the Licensee, to reproduce, isolate, and articulate a reported problem; and the ability of the Licensee to obtain the current status of this process; and
    5. Telephone Hotline is unlimited telephone access during Software Service Hours to the Licensor Software Support Services engineering staff to obtain assistance in using the supported software offering, or to report suspected defects in said offering.
  8. These Software Support Services are grouped by Licensor into various prearranged service offerings as identified in the then-current Software Support Services Feature Chart. Such service offerings include, for example, Technology Update, Full Service, and Technical Advisory Service.
  9. Software Service Hours are between 8:30 a.m. and 5:00 p.m. (Central Standard Time), Monday through Friday, excluding Licensor holidays.
  10. Vendor-neutral Code refers to any portion of a software offering that is common across multiple Licensees' ports of the software offering, i.e., not peculiar to a specific port of the software offering.

2. Eligibility Requirement

Software Support Services under this Agreement are available only for the most current Version Release or Revision Release, and any Update Releases thereto, of Licensor software offerings; provided, however, that Licensor shall continue to provide services under this Agreement with respect to the immediately prior Version Release or Revision Release for one hundred eighty (180) days after Release General Availability of a new Version or Revision Release.

The Master Software License Terms and Conditions and the Supplement applicable to the software offering for which services are to be provided under this Agreement ("Prerequisite Agreements") must remain in effect for the duration of this Agreement.

3. Licensor Obligations

  1. Subject to Licensee fulfilling its obligations hereunder, Licensor will provide, during Software Service Hours, support service components as specified in the then-current Licensor Software Support Services Feature Chart, applicable to the selected Software Support Service Offering.
  2. The Software Support Services are provided for source code only.
  3. Critical Problem Escalation is limited to problems in the Vendor-neutral Code that are reproducible by Licensor on a Reference Port.
  4. Problem Isolation and Tracking is limited to problems in the Vendor-neutral code.

4. Licensee Obligations

  1. To treat all distributions made under this Agreement in accordance with the terms of the applicable Prerequisite Agreements, executed between Licensor and Licensee, for the applicable Software Support Service Offering.
  2. Licensee shall designate a primary contact and secondary contact by completing the Support Coordinator section of the EULA. The primary and secondary contacts shall be the sole contacts for the coordination and receipt of the applicable service components (with the secondary performing only in the absence of the primary), unless a fee is paid, as specified in Licensor's then-current price list, to allow additional primary contacts, and
  3. If and only if Full Service or Technical Advisory Service has been selected, by checking the appropriate box in the EULA, then Licensee shall provide reasonable supporting data to enable identification of reported problems.

5. Term and Termination

This Agreement shall continue in force unless terminated as set forth below:

  1. The initial term and additional term for each Software Support Service Offering is as specified in the then-current Licensor Software Support Services Feature Chart.
  2. A Software Support Service Offering will be effective for a particular software offering on the effective date of a EULA, which incorporates Licensee's selection of such Software Support Service Offering for that software offering and will apply to such software offering for the initial term specified in the related Software Support Services Feature Chart. The initial term will be automatically extended, unless terminated at the expiration of the initial term (or any extended term) by either party upon ninety (90) days prior written notice, or otherwise terminated pursuant to this Agreement.
  3. If Licensee is in default of its payment obligations hereunder and such default continues for thirty (30) days following receipt of written notice from Licensor.
  4. If Licensor or Licensee is in default of any other obligation hereunder (except for its Licensee's obligation to maintain valid licenses for the software offering, in which case termination is immediate) and such default continues for ninety (90) days following receipt of written notice, the aggrieved party, in addition to any other remedies it may have, may terminate this Agreement.
  5. No delay or failure of either party to exercise any right or remedy will operate as a waiver thereof.
  6. The provisions of Sections 7 and 8(d) hereof shall survive the termination of this Agreement.

6. Charges, Taxes and Payments

  1. For the selected Software Support Service Offering identified in the EULA, and the then-current Software Support Services Feature Chart, Licensee shall pay to Licensor a service fee that is specified in Licensor's then-current price list.
  2. If Licensee desires to make, for internal use only, copies of any Update Release provided by Licensor as a feature of the selected Software Support Service Offering, Licensee shall pay to Licensor a copy fee which is specified in Licensor's then-current price list for every copy of such Release, in whole or in part, made by Licensee. Update Releases may only be copied onto machines, which are properly licensed for the software offering.
  3. The rights and obligations as to the making of additional copies of Revision or Version Releases, and the associated fees (if any), are governed solely by the Master Software License Terms and Conditions and these Master Support Terms and Conditions applicable to each Software Support Service Offering.
  4. Service charges are payable in advance when the EULA referencing these Master Software Support Terms and Conditions is executed by Licensee and Licensor, or upon the commencement of an additional term, as the case may be.
  5. Licensor may change the service charges or composition of the Software Support Service Offering effective at the end of the initial term or any additional term by giving Licensee at least sixty (60) days prior written notice. Licensee shall have the right to terminate Software Support Service in its entirety, as of the effective date of such change, by giving Licensor written notice to that effect prior to the effective date; otherwise such change shall become effective and apply to the selected Software Support Service Offerings set forth in the EULA to which such notice applies as of the effective date specified in Licensor's notice.
  6. The charges specified hereunder are exclusive of taxes. Licensee shall have sole responsibility for all taxes, including sales or use taxes, imposed on Licensee as a result of the existence or operation of this Agreement, except for any income or franchise tax imposed on Licensor by a governmental entity. If Licensee is required to make any deduction or withholding for any non-refundable tax, duty or other charge imposed by a governmental entity, such payments shall be increased to an amount which, after such deduction or withholding, will result in payment to Licensor of the full amount Licensor would have received had no such deduction or withholding been made.
  7. Licensee agrees that Licensor will have the right to charge in accordance with Licensor's then current policies, for any services to correct errors, defects or problems created by Licensee in Licensee's modification of any software offering, or, unless otherwise provided herein, resulting from Licensee's failure to utilize current software offering Releases provided by Licensor. Licensor shall have no obligation to provide services to correct such errors, defects or problems created by Licensee, or for any modifications to the software offering made by Licensee, and Licensee shall not be obligated to pay for any such services, unless agreed to in writing by Licensor and Licensee.

7. Software Support and Subscription

  1. Except as stated in this agreement, there are no express or implied warranties respecting this agreement, or the services provided hereunder (including the fixing of all defects or errors that may be contained in the applicable software offering), including but not limited to the implied warranties of merchantability and fitness for a particular purpose. Software Support and Subscription (SSS) is evaluated at different levels of service offered to the LICENSEE. SSS ensures that AZTEK GAMING SOLUTIONS will support the application as deemed fit an appropriate by LICENSOR.
  2. In an event the LICENSEE chooses to terminate the annual SSS, LICENSEE will cease to receive the support. In an event the LICENSEE reinstates the SSS at a later date, SSS Fees will be due and payable for the period beginning from the date of suspension of services to the date of reinstatement.

8. Warranty and Limitation of Liability

  1. Except as stated in this agreement, there are no express or implied warranties respecting this agreement, or the services provided hereunder (including the fixing of all defects or errors that may be contained in the applicable software offering), including but not limited to the implied warranties of merchantability and fitness for a particular purpose. The warranties and remedies set forth in this agreement are exclusive and in lieu of all others whether oral or written, express or implied.
  2. LICENSOR will not be liable for any failure or delay in performance due in whole or in part to any cause beyond LICENSOR's reasonable control. In no event shall EITHER PARTY be liable to THE OTHER for any special, indirect, incidental or consequential damages; NOR SHALL LICENSOR BE LIABLE TO LICENSEE FOR (A) any damages resulting from loss of use, data or profits, or (B) any claim that arose more than TWO YEARS prior to institution of suit thereon, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY.

9. General

  1. Neither this Agreement nor any rights granted hereunder may be assigned without the prior written consent of Licensor, which consent shall not be unreasonably withheld or delayed. Any attempt to assign any rights granted under this Agreement without such prior written consent shall be void.
  2. The waiver by either party of a breach of or a default under any provision of this Agreement by the other party shall not be construed as a waiver of any subsequent breach of the same or any other provision of the Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy by such party.
  3. This Agreement contains the full understanding of the parties with respect to the subject matter hereof and supersedes all prior understandings and writings relating thereto. No waiver, consent, modification, amendment or change of the terms of this Agreement shall be binding unless in writing and signed by Licensor and Licensee.
  4. This Agreement shall be governed by, interpreted, construed and enforced in accordance with the laws of the State of Louisiana.
  5. Only an instrument in writing executed by Licensee and Licensor may amend this Agreement.
  6. Upon execution of the EULA referencing these Master Software Support Terms and Conditions, Licensor's obligation to Licensee under any prior Master Software Support Agreement relating to the selected Software Support Service Offering covered by this Agreement will cease and neither Licensee nor Licensor will have any further obligation to the other in connection with the prior Master Software Support Agreement, except for payment by Licensee for charges incurred thereunder.
  7. Any notice or other communication in connection with this Agreement shall be furnished in writing and shall be deemed effective upon receipt by Licensor at the address listed below, or upon receipt by Licensee at the address specified in the EULA, or at such other address as shall have been specified in a written notice actually received by the addressee:

    Attention: Legal Department
    AZTEK GAMING SOLUTIONS, LLC, 10532 S. Glenstone Place, Baton Rouge, LA 70810, USA
    TEL 225-757-5838 • WEB: Aztek Gaming.us

These Master Software Support Terms and Conditions become effective on the date the EULA, of which this forms a part, has been accepted by the Licensor.