DEPENDING ON WHICH SLOT3D PROFESSIONAL SERVICE YOU PURCHASED, EITHER THE SLOT3D END-USER LICENSE AGREEMENT (PERPETUAL LICENSE) OR THE SLOT3D PROFESSIONAL CLOUD SERVICES AGREEMENT SHALL APPLY WHEN THE SERVICE IS PROVISIONED.
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END-USER LICENSE AGREEMENT
IMPORTANT—READ CAREFULLY: This End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) (“You or Licensee”) and Slot3D, LLC (“LICENSOR or Slot3D”) for the software product or products that You acquired, which includes computer software and may include associated media, printed materials, and “online” or electronic documentation, as well as any updates (“Software”). An amendment or addendum to this EULA may accompany the Software. YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SOFTWARE; YOU MAY RETURN IT ALONG WITH ALL ACCOMPANYING ITEMS TO YOUR PLACE OF PURCHASE FOR A FULL REFUND.
GRANT OF LICENSE
Slot3D and its third-party licensors grant to You a non‑exclusive license to install and use the Software on either: (a) a single computer, or (b) a network server for access by one user, by way of terminal or computer attached to the network server. Should You choose to install the Software on additional computers, or increase user access via a network server, You must first acquire a license for each additional user who will use the Software, with the understanding that at any one point in time (and regardless of the number of media sets included with the Software), the number of users who are permitted to use the Software may not exceed the number of single-user licenses you have acquired. This License does not grant You the right to provide or utilize the Software as part of an application service provider (ASP) service or the like.
The runtime feature permits other non-licensed users within your company to execute models created by this license. Runtime models may not be executed outside of your company without the user having a Software License.
If this Software is an upgrade or update to a previous version of an Slot3D product, You may not transfer the prior version to another user. This Agreement supersedes any prior license with respect to your use of the Software.
Any attempted sublicense, rental, sale, lease, or commercial hosting of the Software is prohibited. However, You may transfer your rights to use the Software on a permanent basis, provided: (1) You transfer this Agreement, the Software, and all accompanying written materials and retain no copies; (2) the recipient agrees to the terms of this Agreement; and (3) You first notify Slot3D in writing of the date of transfer and the recipient’s full name and address. This Agreement will automatically terminate without notice to You if You fail to comply with its terms.
The Software and the accompanying documentation are copyrighted. Unauthorized copying, reverse assembly, reverse engineering, decompilation, and creating derivative works based on the Software are prohibited. You may not make copies of the Software except that You may install the Software into permanent memory of a single storage device provided You keep the original media solely for backup or archival purposes. You may not copy the accompanying documentation. Ownership and title to the Software is retained by Slot3D or its licensors, as applicable.
LIMITED WARRANTY
The Software is warranted for ninety days after its initial delivery to You that it will conform with the accompanying documentation supplied by Slot3D at the time of initial delivery. Defective media will be replaced without charge if returned during the warranty period. This warranty shall be void if You attempt to modify the Software. Slot3D makes no representation or warranty, express or implied, that the operation of the Software will be uninterrupted or error free, or that the functions contained in the Software will meet or satisfy your intended use or requirements; You assume complete responsibility for decisions made or actions taken based on information obtained using the Software.
THE LIMITED WARRANTY IN THIS AGREEMENT IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SLOT3D AND ITS LICENSORS SHALL NOT BE LIABLE FOR DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OR INABILITY TO USE THE SOFTWARE, EVEN IF SLOT3D OR ITS RESELLER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
This warranty gives you specific legal rights, and you may also have other rights which vary from jurisdiction to jurisdiction. Some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, or the exclusion of an implied warranty, so the above limitation or exclusion may not apply to you.
LIMITATION OF REMEDIES
Slot3D’s entire liability and your exclusive remedy shall be:
1. The replacement of the Software not meeting the Limited Warranty specified above which is returned with proof of purchase; or
2. If Slot3D is unable to deliver replacement Software which meets the Limited Warranty specified above, Slot3D or its reseller will refund your purchase price. IN NO EVENT SHALL SLOT3D’s LIABILITY TO ANY PARTY EXCEED THE PURCHASE PRICE OF THE SOFTWARE.
ACADEMIC USE
If this Software was purchased for academic or research use by an educational institution (including a Research License or the Software supplied with any textbook or academic program) it may be used for teaching and research purposes only. Commercial use of the Software is prohibited if the software was intended for educational use. Only the instructor/professor registered to the Software is eligible to contact Licensor for technical support and product updates. You have the right to make copies of the Software for academic teaching and research purposes only.
EVALUATION USE
If this software was provided for the purpose of evaluation or demonstration of features, it may be only used for the specific purpose of evaluation. Commercial use of the software is prohibited when supplied for the purpose of evaluation.
PREPRODUCTION RELEASES
As an accommodation to Licensee, Slot3D may provide Licensee with a preproduction release of the Software (often labeled a “beta release”). These releases are not suitable for production use. Such releases are provided on an “as is” basis. SLOT3D does not warrant preproduction releases.
CONSENT TO COLLECTION AND USE OF DATA
To facilitate the provision of software updates; dynamically served content; and product support, refinement, and enhancement, you agree that Slot3D may collect, use, store and transmit technical and related information that identifies your computer (such as Internet Protocol Address and hardware identification), operating system, and application software and peripheral hardware, and software usage statistics, without further notice to you.
OTHER PROVISIONS
This Agreement shall be governed by the laws of the Commonwealth of Kentucky. This EULA, and any amendment or addendum to this EULA that accompanies the Software is the complete and exclusive agreement between Slot3D and You, and supersedes all prior agreements, whether written or oral, relating to the Software provided and the accompanying documentation. This Agreement may not be changed or modified except by an instrument in writing signed by a duly authorized representative of Slot3D.
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CLOUD SERVICES SUBSCRIPTION AGREEMENT
PLEASE READ THIS CLOUD SERVICES SUBSCRIPTION AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE PURCHASING OR USING SLOT3D PROFESSIONAL CLOUD SUBSCRIPTION SERVICES.
BY PURCHASEING OR USING SLOT3D’S PROFESSIONAL CLOUD SUBSCRIPTION SERVICES, YOU (“CUSTOMER”) ARE CONSENTING TO BE BOUND BY THIS AGREEMENT.
This Agreement is between You and Slot3D, LLC (“Slot3D”), a subsidiary of Advanced Solutions, Inc., and governs Customer’s use of Slot3D’s Professional Cloud Subscription Service.
1) DEFINITIONS
“Agreement” means this Cloud Services Subscription Agreement and any Sales Orders.
“Customer Data” means data and information submitted by Customer in connection with its use of the Services.
“Customer” means the entity identified in the Sales Order(s).
“Documentation” means any written or electronic documentation, images, video or text specifying the functionality of the Software or Services that is provided or made available by Slot3D to Users.
“Effective Date” is the date the Services are provisioned and available to the Customer.
“Malicious Software” means any file, script, agents or programs intended to do harm such as a virus, malware, Trojan horse, time bomb, worm or other similar harmful software.
“Sales Order(s)” means any order form including Statement of Work, Purchase Order or Quote approved by Customer and specifying the Services including, among other things, the Customer name and the Subscription Term.
“Services” means the internet-based solution specified in the Sales Orders including the Software, Documentation and on-going maintenance and technical support for the Software.
“Software” means software provided by Slot3D, either by download and/or access through the internet, that allows the User to access any functionality in connection with the Services.
“Subscription Term” means the period that Customer has the right to use the Services specified in the Sales Order(s) including the initial term and any renewal terms. Unless otherwise specified in a Sales Order, Services are purchased as annual subscriptions.
“User” means an individual authorized by Customer to use the Services and/or Software including, but not limited to, employees, consultants, contractors and third parties whom you have supplied with a specific user identification.
2) USE OF SERVICES
a) Access and Use. Slot3D hereby grants Customer a limited, non-exclusive, revocable, non-transferable right to access the Service and use the Software in for its internal business purposes during the Subscription Term and subject to the terms of the Sales Order(s), this Agreement and the Documentation. Customer may not sub-license or transfer the rights granted by Slot3D in this Agreement.
b) Subscriptions. Unless otherwise specified in a Sales Order, a) Services are purchased as annual subscriptions, b) new subscriptions may be added during a Subscription Term at the same price as the underlying subscription and prorated for the portion of that Subscription Term remaining; c) any added subscriptions will terminate on the same date as the underlying subscriptions; and d) subscriptions have an auto-renewal provision.
c) Availability. Services are provided as available and Slot3D makes no guarantee that the Services will be available continuously. Slot3D reserves the rights to perform monthly maintenance activities aimed at updating its systems with recommended patches and fixes. Administrative and support services will be available Monday through Friday between 8:00am and 5:00pm EST. Slot3D reserves the right to temporarily suspend access to the Services: a) during planned downtimes for upgrades and maintenance (reasonable notice of such downtimes will be provided to Customer); b) during any unavailability beyond our reasonable control such as acts of God, acts of terror or civil unrest; c) during technical failures beyond our control such as inability to access the internet or denial of service attacks; or d) if Slot3D suspects or detects Malicious Software.
d) Internet Connection. A high-speed Internet connection is required for proper use of the Services. Customer is responsible for procuring and maintaining network connections that connect Users to the Services, including but not limited to, "browser" software that supports protocols used by Slot3D. Slot3D is not responsible for notifying Customer or Users of any upgrades, fixes or enhancements to any such software or for any compromise of Customer Data transmitted across networks or telecommunications facilities that are not owned, operated or controlled by Slot3D.
e) Reservation of Rights. Slot3D and its licensors retain all right, title, and interest to all intellectual property created, used, or provided by Slot3D for the purposes of this Agreement, including, but not limited to, all Software and Documentation. Slot3D shall own all right, title, and interest in and to all modifications, improvements or derivatives of any part of the Services. Customer hereby makes all assignments necessary to provide Slot3D such ownership rights. Notwithstanding anything in this Agreement to the contrary, Slot3D will always retain any and all ownership rights in Slot3D’s technology. For technology advances and production efficiency, Slot3D reserves the right, from time to time, in its sole discretion and without incurring any liability to Customer to: (a) discontinue or limit its provision of any Services upon ninety (90) days’ notice; (b) without materially impairing the applicable functionality, alter the specifications, design, construction or territorial or other market scope of distribution of any product or service; and (c) change its sales and distribution policies and practices. Slot3D will cooperate with Customer to reduce any inconveniences caused by any change under this section.
f) Customer Data. Customer is solely responsible for securing and maintaining all rights needed for Slot3D to provide the Services. Customer Data is owned exclusively by the Customer. Customer grants Slot3D a non-exclusive, worldwide, royalty-free license to host, copy, use, display and transmit Customer Data as appropriate for Slot3D to provide and ensure proper operation of the Software. Pursuant to Slot3D’s Privacy Policy, Slot3D will not release Customer Data to third parties that contains identifying information that could associate the Customer with the Data unless Slot3D is required to do so by law or court order. Customer acknowledges and agrees that the Software may include a function which allows Slot3D access to certain data resulting from the use of the Software, including information about use patterns and other data deriving from the use or performance of the Software (“Information”), but only in the aggregate, anonymized form which cannot be readily linked to Customer. Slot3D may use (during and after the Term) such Information to train AI modules and develop and improve the Software. All Information Slot3D collects through or in connection with the Software and your use thereof is Slot3D’s exclusive property which may be used to enhance services to Customer, create new products or services, or as Slot3D otherwise so determines. Slot3D will not be obligated to make any payment of any sort to the Customer relating to such use of the Information. Slot3D has no obligation to license back the Information to Customer.
g) Updates. Any new or modified functionality added to the Software or Services and any updates or enhancements to the Service are subject to the terms of this Agreement. Slot3D reserves the right to deploy updates or enhancements at any time.
h) Feedback. If Customer provides any feedback to Slot3D concerning the functionality or performance of an Application (including identifying potential errors and improvements), Customer hereby assigns to Slot3D all right, title, and interest in and to the feedback, and Slot3D is free to use the feedback without payment or restriction.
3) CUSTOMER’S RESPONSIBILITIES
a) General. Customer is responsible for compliance with this Agreement by Users and for all activities that occur through its use of the Services. Customer is responsible for ensuring that its use of the Service complies with all applicable laws and regulations. Customer shall work cooperatively to identify and resolve issues with the Services and to help improve them.
b) Customer shall: 1) maintain the confidentiality of the administrator and user logon identifications, passwords and account information; 2) be responsible for the accuracy, quality, integrity and legality of Customer Data and of the means by which Customer acquired it; 3) be responsible for determining whether the Services or information generated using the Services is sufficient for its purposes; 4) use commercially reasonable efforts to prevent unauthorized access to Services, Software and Documentation and shall immediately notify Slot3D in writing of any such unauthorized access or use; and 5) use the Software and Services only in accordance with the Documentation. If there is unauthorized use by anyone who obtained access through Customer, Customer will take all steps reasonably necessary to terminate the unauthorized use and will assist with any actions taken by Slot3D to prevent or terminate such unauthorized use.
c) Customer shall not (by itself or through third-parties): 1) make Services available to anyone other than Users; 2) interfere with or disrupt the integrity or performance of the Services or any data contained therein; 3) attempt to gain unauthorized access to Services or their related systems; 4) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software associated with Services: 5) access any part of Services, Software or Documentation in order to build a competitive product or service; or 6) use any of Slot3D’s intellectual property except as permitted under this Agreement, a Sales Order or the Documentation. Slot3D has the right to immediately suspend Customer’s Service in the event that it suspects a violation of this section, and in its sole discretion, terminate this Agreement.
4) PAYMENT TERMS
a) Orders and Fees. Customer will pay all undisputed amounts specified in Sales Order(s). Unless otherwise specified in the applicable Sales Order: 1) all amounts payable under this Agreement are denominated in U.S. dollars and Customer will pay all such amounts in U.S. dollars; 2) fees are based on subscriptions purchased and not actual use of the Services; 3) quantities purchased cannot be decreased during the applicable Subscription Term; 4) purchases by Customer are not dependent on the delivery of any future functionality. Slot3D will provide Customer with written notice of any increase to Services fees at least 30 days prior to the end of any Subscription Term. For all quotations provided, prices are applicable for 30 days or such time as specified in the quotation. Orders are subject to credit approval and Customer agrees to submit such information as may be reasonably required by Slot3D for the determination of credit terms.
b) Invoicing and Payment. The fees will be invoiced upon execution of the applicable Sales Order and, for each renewal term, at the commencement of such renewal term. Unless otherwise specified on the applicable Sales Order, Customer will pay all amounts due within 30 days of the date of the applicable invoice. Fees for each renewal term are due on the first day of such renewal term. If Customer provides Slot3D with credit card information, it authorizes Slot3D to charge such credit card for all items on the applicable Sales Order and for any renewal term fees. Customer is responsible for providing complete and accurate billing and contact information and promptly notifying Slot3D of any changes to such information.
c) Late Payments. Any undisputed amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable usury law, whichever is less, determined and compounded daily from the date due until the date paid. If any undisputed amount is not paid when due, Slot3D may condition future subscription renewals and Sales Orders on payment terms that are shorter than those specified in this section.
d) Taxes. Fees do not include any taxes, levies, duties or similar assessments of any nature including value-added, sales, use or withholding taxes (the “Taxes”). Customer is responsible for paying all Taxes under this Agreement. If Slot3D has the legal obligation to pay or collect Taxes under this section, Slot3D will invoice Customer unless Customer provides Slot3D with a valid tax exemption certificate. Slot3D is responsible for taxes assessed against it based on its income, property or employees.
e) Suspension. Slot3D may immediately suspend Customer's account and access to the Services if (i) Customer fails to make payment due within 10 business days after Slot3D has provided Customer with written notice of such failure; (ii) Customer violates this Agreement; or (iii) if reasonably required to prevent unauthorized access to Customer Data. Any suspension by Slot3D of the Services under the preceding sentence will not relieve Customer of its payment obligations. Limited Offerings may be terminated or suspended at any time and without notice.
5) TERM, RENEWAL AND TERMINATION
a) Subscription Term. The Subscription Term for each subscription shall be as specified in the applicable Sales Order. Subscriptions will automatically renew for additional periods equal to the expiring Subscription Term or for one year (whichever is shorter) unless: 1) otherwise provided on a Sales Order; or 2) either party provides written notice of non-renewal at least 30 days prior to the end of the relevant Subscription Term; or 3) the current subscription is a free trial, in which case the subscription will terminate at the end of the initial term.
b) Agreement Term and Termination. This Agreement starts on the Effective Date and continues until all subscriptions have expired unless it is terminated earlier according to this section. A party may terminate this Agreement for cause if: 1) the other party does not cure its material breach within 30 days of receiving written notice from the non-breaching party; or 2) the other party becomes the subject of a petition in bankruptcy or other proceeding related to insolvency. Slot3D may terminate this Agreement for cause: 1) within 10 days written notice of Customer’s failure to timely pay undisputed amounts due under this Agreement; or 2) immediately upon Customer’s breach of Section 3 c). If this Agreement is terminated by Slot3D for cause, Customer will pay any unpaid fees covering the remainder of all Subscription Terms.
c) Effect of Termination. No refunds or credits for fees due under this Agreement will be provided by Slot3D if Customer terminates this Agreement prior to the end of all Subscription Terms.
6) CONFIDENTIALITY AND SECURITY
a) Definition. “Confidential Information” means all information disclosed by or otherwise obtained from a party (“Disclosing Party”) to or by the other party (“Receiving Party”), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer’s Confidential Information includes Customer Data. Slot3D’s Confidential Information includes Software, Services, Documentation and its other intellectual property. Confidential Information of each party shall include the terms and conditions of this Agreement and each Sales Order as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by or on behalf of such party. Confidential Information does not include any information that: 1) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; 2) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; 3) is received from a third party without breach of any obligation owed to the Disclosing Party; or 4) was independently developed by the Receiving Party.
b) Protection of Confidential Information. The Receiving Party shall: 1) use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care); 2) not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and 3) limit access to Confidential Information of the Disclosing Party to those of its employees, contractors, and agents who need such access for purposes consistent with this Agreement, have been advised of its confidential nature and the existence and importance of this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than these.
c) Disclosure of Confidential Information. All Confidential Information will remain the sole property of the Disclosing Party and its confidentiality will be maintained and protected by the Receiving Party with the same degree of care as the Receiving Party uses for its own confidential and proprietary information, but in no event, less than a reasonable degree of care. The Receiving Party will not use the Confidential Information except as necessary to fulfill its obligations or to enhance the service experience under this Agreement, nor will it disclose such Confidential Information to any third party during the term of this Agreement and for three years after its termination, without the prior written consent of the Disclosing Party. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. Upon the request of the Disclosing Party, the Receiving Party will collect and surrender, or confirm the destruction or non-recoverable data erasure of, all Confidential Information and all copies thereof, regardless of form, and any such destruction will be certified in writing to the disclosing party by an authorized officer of the receiving party supervising such destruction. The restrictions on the use or disclosure of any Confidential Information will not apply to any Confidential Information: (a) after it has become generally available to the public without breach of this Agreement by the Receiving Party; (b) is rightfully in the Receiving Party's possession prior to disclosure as evidenced by competent written proof; (c) is independently developed by the Receiving Party without reliance on the Confidential Information; (d) is rightfully received by the Receiving Party from a third party without a duty of confidentiality; or (e) is disclosed under operation of law, but only to the extent of such disclosure as required by law. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
7) WARRANTIES AND DISCLAIMERS
a) Warranties. Each party represents and warrants to the other that it has validly entered into this Agreement and has the legal power to do so. Slot3D warrants that: 1) the Services will perform materially in accordance with the Documentation; 2) Slot3D will not materially decrease overall functionality of the Services; 3) the Services will not infringe or otherwise violate any intellectual property rights; 4) the Software shall be free from all liens or other encumbrances; 5) the Services shall be free of Malicious Software; and 6) it will not utilize any open source software in a manner that obligates Customer or Slot3D to disclose, make available, offer or deliver the source code of any Software owned by or licensed to Customer to a third party.
b) Disclaimers. Except as provided in Section 7 a), Slot3D and its affiliates and agents: 1) expressly disclaim any and all warranties, whether express or implied, including but not limited to warranties of merchantability, noninfringement, fitness for a particular purpose, title, quality, accuracy, and any warranties arising from course of dealing, usage, or trade practice; 2) do not warrant that access to Services will be uninterrupted, error-free or secure, or that any information, software, or other material accessible or provided through Services is accurate, complete or free of viruses or other harmful contents or components; 3) shall not be liable for any inaccuracy, error, omission, or loss, injury or damage (including loss of data) caused in whole or in part by failures, delays, or interruptions of Services, Software or Documentation.
8) LIMITATIONS OF LIABILITY
a) Disclaimer of Indirect Damages. Notwithstanding anything to the contrary contained in this Agreement, Slot3D does not have any liability towards Customer for any damages caused by: 1) the use or inability to use any Software, Documentation or Services; 2) the cost of procurement of substitute goods and Services; 3) accuracy of data transferred to any other software or service; or 4) instances in which Customer Data stored or communicated through Services is accessed by third parties through illegal or illicit means; including without limitation situations in which Customer data is accessed through the exploitation of security gaps, weaknesses or flaws that may exist. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR LOST PROFITS OR REVENUES, OR FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
b) Cap on Liability. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE, CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT. THE FOREGOING SHALL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTIONS 4 AND 5.
c) Independent Allocations of Risk. Each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks of this Agreement between the parties. This allocation is reflected in the pricing offered by Slot3D to Customer and is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of this Agreement. The limitations in this section will apply notwithstanding the failure of essential purpose of any limited remedy in this Agreement.
10) GENERAL
a) Relationship. The parties are independent contractors, and this Agreement does not create a partnership, franchise, joint venture, agency or employment relationship between the parties.
b) Assignability. Neither party may assign performance of this Agreement or any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other. Notwithstanding the preceding sentence, Slot3D may assign this Agreement without the other party’s prior written consent in the case of a merger, acquisition or other change of control.
c) Notices. Except as otherwise provided herein, all notices to the parties shall be sent to the addresses listed on the Sales Order. All notices must be made either via email, conventional mail, or overnight courier. Notice sent via conventional mail, using registered mail, is deemed received four business days after mailing. Notice sent via email or overnight courier is deemed received the second day after having been sent. Slot3D may broadcast notices or messages through the Services or by posting notices or messages on Slot3D’s web site to inform Customer of changes to the Services, or other matters of importance.
d) Force Majeure. Except for payment obligations for Services rendered, neither party shall be liable in damages or have the right to terminate this Agreement or any Sales Order for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including but not limited to acts of god, government restrictions (including the denial or cancellation of any export of other necessary license), wars, insurrections, and/or any other cause beyond the reasonable control of the party whose performance is affected (including mechanical, electronic, internet service provider, or communications failure).
e) Waiver. The waiver by either party of any breach of any provision of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such party’s right to demand strict compliance in the future.
f) Severability. Should any term and condition hereof be declared illegal or otherwise unenforceable, it shall be severed from the remainder of this Agreement without affecting the enforceability of the remaining portions.
g) Governing Law. This Agreement and all matters arising out of or relating to this Agreement, shall be governed by the laws of the Commonwealth of Kentucky. Any dispute or disagreement arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located within Jefferson County, Kentucky and both parties hereto hereby irrevocably consent to venue and personal jurisdiction in such courts.
h) Entire Agreement. This Agreement and the exhibits or attachments, if any, constitutes the entire Agreement between the parties hereto regarding Customer’s use of Services and supersedes all prior agreements, representations, arrangements and understandings, whether oral or written, express or implied, with respect to the subject matter. These terms and conditions apply to future purchases of products and Services by Customer from Slot3D. Slot3D may unilaterally update this Agreement from time-to-time. In the event Slot3D believes such change is a materially alteration of these terms, Slot3D will provide Customer with written notice describing such change. Customer’s continued use of the Services following such updates constitutes Customer’s acceptance of the same.