End User License Agreement (EULA)

This End User License Agreement (this “Agreement”) is entered into by and between Aristocrat Technologies, Inc. (“Aristocrat”) and the entity or person that is a purchaser of a Gaming Device (defined below) sold, as permitted under license from Aristocrat, by a party other than Aristocrat (“Licensee”).

By using the Licensed Software or Licensed Marks, Licensee agrees to be bound by the terms of this Agreement. If Licensee does not agree to the terms of this Agreement, Licensee may not use the Licensed Software or Licensed Marks.

Aristocrat reserves the right to update this Agreement at any time, and Aristocrat may notify Licensee of such updates using any suitable means (including email or by posting a notice on Aristocrat’s website). Licensee’s continued use of the Licensed Software or Licensed Marks following such updates will constitute acceptance of the updated Agreement.

1. Definitions.
1. “Game” means any game (including any game personalities) to be displayed and played on a Gaming Device.
2. “Game Software” means computer software, computer programs, and code (including source code, object code and data) and related documentation, instructions and specifications comprising the Games.
3. “Gaming Device” means an Aristocrat electronic gaming machine, including, without limitation, (i) a box, monitor, coin hopper, coin acceptor/comparator, bill acceptor/validator, meter(s), electronics, displays, and related gaming peripherals, and (ii) the microprocessor chips and boards, hard drive, CFast or other security cards, EPROMS, BIOS, or other chips contained within or used in connection with the Gaming Device, in each case excluding any portion of the Licensed Software residing thereon.
4. “Intellectual Property Rights” means any and all intellectual property rights throughout the world, including copyright (including future copyright and rights analogous to copyright), rights in inventions and discoveries (including patent rights), trademark rights, service mark rights, trade dress rights and rights in designs and circuit layouts, in each case whether or not now existing or registered including any right to apply for the registration of such rights and all renewals and extensions. 
5. “Jurisdiction” means the jurisdiction, state, country or province in which the Gaming Devices are located.
6. “Licensed Marks” means the trademarks, service marks, trade dress and artwork associated with the Gaming Device.
7. “Licensed Software” means the Game Software and any other computer software, computer programs, and code (including source code, object code and data) and related documentation, instructions and specifications contained within, that form a part of or that enable the Gaming Device.
2. License Grant.  Subject to and conditioned on compliance with the terms and conditions of this Agreement, Aristocrat hereby grants to Licensee a limited, non-exclusive, non-transferrable, non-sublicensable, revocable license to use (excluding the Prohibited Uses (defined below)) the Licensed Marks and Licensed Software solely in connection with Gaming Devices subject to this Agreement. The license granted in this Section 2 will terminate immediately without any further action by Aristocrat upon any failure to comply with the terms and conditions of this Agreement. 
3. Restrictions on Use. Licensee acknowledges that any required artwork or logos for marketing or promotional use must be obtained directly from Aristocrat, and that use of any other artwork or logos is prohibited.  Licensee further acknowledges that use of the Licensed Marks in marketing and promotional materials is subject to Aristocrat’s prior written approval of such materials and Aristocrat reserves the right to require revision, or even removal from the marketplace, of Licensee’s marketing materials utilizing the Licensed Marks, and that use of any Licensed Marks without such approval is prohibited.  Licensee agrees that it will not engage in, and acknowledges that it is expressly prohibited from, as well as knowingly permitting any third party from: (a) copying the Licensed Marks or Licensed Software, except for archive purposes consistent with its archive procedures; (b) modifying, or altering the Licensed Marks or Licensed Software in any way; (c) using the Licensed Marks or Licensed Software other than in connection with the operation, marketing or promotion (as applicable) of the Gaming Device; (d) circumventing any copy protection scheme or device for the Licensed Marks or Licensed Software, and may not facilitate, cause, encourage or allow such acts by any third party; (e) creating or exploiting any merchandise based on the Licensed Marks; and (f) modifying, decompiling, disassembling, reverse engineering or otherwise attempting to derive the source code embedded in the Licensed Software. Should Licensee engage in any of the foregoing prohibited actions (collectively, the “Prohibited Uses”) or cause or permit any third party to do so, it will be considered a material breach of this Agreement subject to termination by Aristocrat without notice or a right to cure. 
4. Intellectual Property. Except for the rights and licenses granted by Aristocrat under this Section 2, Aristocrat does not grant to any party any right, title, or interest by implication, estoppel, or otherwise, in or to the Licensed Marks and Licensed Software. Aristocrat retains exclusive rights, title and ownership in and to its Intellectual Property Rights and reserves all rights, titles, and interests not specifically and expressly granted by Aristocrat hereunder.
5. Resale of Gaming Devices.
1. General Prohibition. Licensee understands and agrees that all Gaming Devices are acquired solely for the use in conducting legal gaming operations at its property and Licensee may not transfer or resell such Gaming Device, except as set forth in Section 5(b).
2. Exceptions. Licensee may resell or transfer the Gaming Devices to third-party purchasers (a) within the Jurisdictions authorized by Aristocrat for the applicable Gaming Device and (b) that are not (i) located, organized or resident in or blocked nationals of a Sanctioned Jurisdiction or (ii) Restricted Parties (such purchasers, “Authorized Purchasers”). Licensee will maintain complete and accurate books and records regarding such transaction and, upon Aristocrat’s request, will promptly furnish such records to Aristocrat.
3. Software Transfers.
1. Upon a transfer or resale in accordance with Section 5(b), the licenses granted in this Agreement and Licensee’s rights to access and use of the Licensed Marks and Licensed Software in connection with such Gaming Device will immediately terminate. Licensee is permitted to transfer any Licensed Software that Licensee can establish was originally provided by Aristocrat to an Authorized Purchaser that (i) is not a competitor of Aristocrat, and (ii) is a licensed operator of one or more Gaming Devices (such transfers, “Authorized Software Transfers”). Upon an Authorized Software Transfer, Licensee will inform the Authorized Purchaser of the Aristocrat End User License Agreement (available at end-user-license-agreement). Conditioned upon Authorized Purchaser’s acceptance of the End User License Agreement, Aristocrat will grant, and hereby does grant to, the Authorized Purchaser receiving the Licensed Software a license to the Licensed Marks and Licensed Software solely for use with such Gaming Device, pursuant to, and conditioned on compliance with the terms of, the End User License Agreement. Other than in cases where there is an Authorized Software Transfer, Licensee will remove all Licensed Software from a Gaming Device prior to any sale of that Gaming Device.
2. All transfers or resales of the Licensed Marks or Licensed Software on a standalone basis (including, for example, Licensed Software originally purchased as part of a conversion kit from Aristocrat to replace a previously installed game in a Gaming Device) or in connection with an unauthorized resale of a Gaming Device, including resales in prohibited jurisdictions or to parties that are not Authorized Purchasers, are expressly prohibited, and upon any such transfer any licenses granted in this Agreement will terminate.  
6. Export Controls. Licensee agrees that it will not use or transfer the Licensed Software or Licensed Marks, except as authorized by this Agreement and the laws and regulations of the United States and any other applicable jurisdictions. The Licensed Software or Licensed Marks may not be exported, re-exported, or re-transferred to (a) any jurisdiction subject to comprehensive economic sanctions or trade embargoes enforced or administered by the United States (collectively, “Sanctioned Jurisdictions”) or (b) any person appearing on a restricted party list administered or enforced by the United States government, including the United States Department of the Treasury’s List of Specially Designated Nationals and Blocked Persons and the United States Department of Commerce’s Entity List or Denied Persons List (collectively, “Restricted Parties”). By using the Licensed Software or Licensed Marks, Licensee represents and warrants that it is not located, organized or resident in or a blocked national of a Sanctioned Jurisdiction and that it is not a Restricted Party.
7. Indemnification.
1. Indemnification of Licensee. Provided Licensee is not in breach of this Agreement, Aristocrat will defend, indemnify and hold Licensee harmless from and against any and all claims that the Licensed Software or Licensed Marks infringe the Intellectual Property Rights of a third party.
2. Exclusions. Notwithstanding the foregoing, Licensee agrees that Aristocrat will have no defense or indemnification obligations under Section 6(a) to the extent that the claim(s) result from any of the following: (i) Licensed Software, Licensed Marks or any other materials that are not supplied by Aristocrat; (ii) Licensed Software, Licensed Marks or any other materials that are supplied by Aristocrat but have been: (A) modified by third parties or (B) used in a manner inconsistent with or beyond the scope of the terms of this Agreement; (iii) Aristocrat’s required compliance (whether in whole or in part) with designs or specifications provided and authorized by the original purchaser of the Gaming Device; (iv) claims of infringement that arise because of Licensee’s combined use of Licensed Software, Licensed Marks or any other Aristocrat supplied materials with other products and materials not supplied by Aristocrat; or (v) Licensee’s continued allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement.
3. Indemnification of Aristocrat. Licensee will indemnify, hold harmless, and defend Aristocrat and its officers, directors, employees, agents, affiliates, successors, and permitted assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising out of or related to Licensee’s transfer or resale of a Gaming Device, Licensed Software or Licensed Marks in violation of this Agreement.
4. Procedures.  For any claims or liabilities under this Section 6, the indemnified party will: (a) promptly notify the indemnifying party in writing within 30 days of actual knowledge of any claim(s) that is covered by Section 6; (b) give the indemnifying party all reasonably requested information concerning such claim(s); (c) give the indemnifying party authority to control the defense and settlement of any such claim(s); and (d) if applicable, reasonably cooperate with and assist the indemnifying party, at the indemnifying party’s request and expense, in the defense and settlement of the claim.  Failure to provide written notice of, or information concerning, or authority to control, or cooperation with respect to, any such claim will not relieve the indemnifying party from any liability under this Section 6, except that failure to provide proper notice will limit the indemnifying party’s obligation to the indemnified party hereunder to the extent the indemnifying party has been prejudiced or forfeited rights or defenses by such failure.  The indemnified party may choose to participate in the defense at its own expense.  The indemnifying party will not consent to judgment or concede, settle, or compromise any claim without the prior written approval of the indemnified party, which approval will not be unreasonably withheld.        
8. Disclaimer. THE LICENSED SOFTWARE AND LICENSED MARKS ARE PROVIDED ON AN “AS IS” BASIS AND ARISTOCRAT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING OR RELATING THERETO OR OTHERWISE ARISING FROM OR RELATING TO THIS AGREEMENT. ARISTOCRAT SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND ANY REPRESENTATIONS AND WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. ARISTOCRAT MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO LICENSEE OR ANYONE ELSE, REGARDING LICENSED SOFTWARE OR LICENSED MARKS.
9. Limitations of Liability. ARISTOCRAT WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE USE OF THE LICENSED SOFTWARE OR LICENSED MARKS, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORT OR OTHER THEORY, INCLUDING NEGLIGENCE, EVEN IF ARISTOCRAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IF SUCH DISCLAIMER IS NOT ENFORCEABLE AT LAW, IN NO EVENT WILL ARISTOCRAT’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED ONE DOLLAR IN US CURRENCY ($1.00USD).
10. Regulatory Compliance.  Licensee agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations in performing all of its obligations hereunder and in connection with its use or transfer the Licensed Software or Licensed Marks, including (without limitation) in relation to anti-bribery.  Aristocrat may, in its sole discretion, terminate this Agreement immediately without liability to Licensee upon written notice for regulatory reasons, including a recommendation by a gaming authority that this Agreement should be terminated.
11. Cumulative Remedies.  Aristocrat’s rights and remedies under this Agreement are cumulative and not alternative or exclusive. Aristocrat’s rights and remedies under this Agreement are in addition to all, and do not limit, diminish, or abrogate in any respect whatsoever any, other rights and remedies it has or may have under any applicable law, governmental order, or other contract. Aristocrat’s exercise, or beginning to exercise, any of its rights or remedies, whether under this Agreement or under any applicable law, governmental order, or other contract, will not constitute a waiver of its right to exercise concurrently or thereafter any of its other rights or remedies.
12. Governing Law and Venue.  Any questions or disputes arising from this Agreement will be deemed to have been made and will in all respects be governed by and construed in accordance with the laws of the State of Nevada and the federal courts for Nevada, and both parties irrevocably submit to the jurisdiction of the Nevada courts for any such action or proceeding.
13. Miscellaneous. The relationship between the parties is that of independent contractors. Licensee may not assign or otherwise transfer any of its rights or obligations under this Agreement. No term or provision of this Agreement will be deemed waived and no breach will be deemed excused, unless such waiver is in writing and signed by the party claimed to have waived. If any provision of this Agreement is found to be unenforceable, such provision will be deemed to be deleted or narrowly construed to such extent as is necessary to make it enforceable while effecting the original intent of the parties, and this Agreement will otherwise remain in full force and effect, unless the provisions held invalid, illegal or unenforceable will substantially impair the benefits of the remaining provisions hereof. Except where the context otherwise requires, the word “including” will be deemed to be followed by “without limitation”, and the word “any” will be construed to include “all”. The headings of this Agreement are for convenience of reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision contained in this Agreement. This Agreement constitutes the entire agreement between Aristocrat and Licensee with respect to its subject matter, and may only be modified by a written amendment signed by both parties. All prior agreements, representations, statements, proposals, negotiations, understandings, and undertakings with respect to the subject matter of this Agreement are superseded by this Agreement.