All services provided to the Client by Bulletproof Cybersecurity, a division of Gaming Laboratories International (the Contractor) are provided in accordance with and subject to the following terms and conditions:
1. Provision of the Services
The Contractor shall provide to the Client the Services described in the written description of services set forth in the attached Statement of Work or Proposal. Any work requested and performed by the Contractor for the Client not identified within the Statement of Work or any Addenda will be done so on a time and materials basis as otherwise agreed by both parties.
Any Report regarding the work performed under this agreement is issued solely for the benefit of the Client. In addition, any Report is limited to the scope defined within this agreement, including but not limited to any work perform for a specific jurisdiction or set of regulations or standards. No Report may be relied upon for any reason by any person or entity other than the approved Recipient.
2. Confidentiality
Each party acknowledges that in the course of the provision of the Services, it may learn from the other party certain non-public personal or otherwise confidential information. Each party shall regard any and all non-public or confidential information it receives which in any way relates or pertains to the other party, including its customers and employees, as confidential. Each party shall take commercially reasonable steps to not disclose, reveal, copy, sell, transfer, assign, or distribute any part of parts of such information in any form, to any person or entity, or permit any of its employees, agents, or representatives to do so for any purpose other than as required under this Service Agreement or as expressly and specially permitted in writing by the other party or as required by law. This provision shall survive the termination of this Service Agreement.
Notwithstanding the above, any Report produced by the Contractor is proprietary to the Contractor and the Client, because it contains confidential information of commercial value, the exposure of which to third parties could adversely affect both the Contractor and the Client. Accordingly, such confidential information is supplied in confidence, on the strict condition that no part of it will be reprinted or reproduced or transmitted to any parties external to the original contract without the prior written approval of the Parties.
In particular, the Report cannot be exposed to any person or organization which may be in competition with any of the Parties without the prior written approval of that Party. The work performed by the Contractor is proprietary to the Contractor. No third party may use, rely or refer to a report or test results made by the Contractor without written permission of the Contractor.
Notwithstanding the above, the Parties may disclose confidential information if required to do so pursuant to the laws and regulations of an applicable jurisdiction or by an order of a properly designated Court of Law in a relevant jurisdiction. However, in either case the Parties agree to immediately notify the other party of such a request.
3. Warranties
- THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE THE ONLY WARRANTIES GRANTED BY THE CONTRACTOR. THE CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE CONTRACTOR’S PERFORMANCE OF ITS SERVICES IS NO GUARANTEE THAT CLIENT’S SYSTEMS ARE SECURE OR CANNOT BE HACKED OR BREACHED.
- The Contractor warrants its Services will be carried out using qualified personnel and the performance of the Services will be provided using a reasonable degree of care and skill in the industry where the Contractor is performing its Services. Unless instructed otherwise in writing in a Statement of Work, the Contractor shall configure all of its deliverables in a manner that maximizes information security, consistent with industry best practices.
- Except and unless provided for otherwise in this Agreement or any particular SOW, Client’s sole remedy for the Contractor’s failure to deliver the Services is to terminate this Agreement for Services or the relevant Statement of Work with a full refund of all fees already paid in respect of the work not performed.
- If the Client has issues with the work failing to conform with the scope of work under this Agreement for Services and the Client reports the issues in writing within forty (40) days of completion of the work, the Contractor shall re-perform at its sole cost and expense any Services which fail to conform with the contractual requirements. Re-performance is the Contractor’s sole obligation and the Client’s sole remedy with respect to any Services not conforming to the scope of work.
- The Contractor represents and warrants that it is not restricted or prohibited, contractually or otherwise, from entering into and performing this Agreement for Services, and that its execution and performance of this Agreement for Services is not a violation or breach of any other agreement between the Contractor and any other person or entity.
- The Contractor represents and warrants to Client that (i) subject only to the rights granted herein to Client, the Contractor is the sole owner of all rights to the Services, other than any material provided by Client, (ii) the Contractor has not previously granted any rights in the Services to any third party which are inconsistent with the rights granted to Client herein and (iii) the Services, other than any material provided by Client, will not infringe any patent, copyright, trademark, trade secret or other intellectual property rights of any third party.
- The Contractor does not warrant hardware, software or other products manufactured by third parties that may be provided by the Contractor to the Client in connection with the Services, and as to such products the manufacturer’s warranty, if any, shall apply. Notwithstanding the foregoing, where the Contractor acquires or procures hardware, software or other products manufactured by third parties (“Third Party Materials”) in connection with any particular Service or statement of Work, the Contractor represents and warrants that such Third Party Materials will be compatible with the remainder of the Services and shall perform in the manner set out in the relevant Statement of Work. This preceding sentence shall not apply where the Third Party Materials were specified by the Client and not the Contractor.
4.1 No Consequential or Indirect Damages. EXCEPT AS OTHERWISE PROVIDED IN SECTION 4.3 OR LIABILITY FOR BREACH OF CONFIDENTIALITY, OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT TO THE OTHER PARTY OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, OR LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT IT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
4.3 Exceptions. THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION 4 SHALL NOT APPLY TO:
(a) DAMAGES OR LIABILITIES ARISING FROM:
5. Insurance Obligations
- During the Term of this Agreement for Services, the Contractor shall maintain, at its own expense, reasonable industry standard insurance coverage for claims or liabilities that may arise from the Contractor’s performance of its Services.
Upon request, the Contractor may provide a certificate of insurance detailing proof of coverage.
6. Force Majeure
Notwithstanding any other provision of this agreement, if by reason of Force Majeure, any Party is wholly or partly unable to perform certain of its obligations to the extent, and for the period, that it is affected by Force Majeure, provided that the affected Party give the other Party prompt notice of such inability and nature, cause and expected duration of the Force Majeure. The Party affected by Force Majeure shall use all reasonable effort to remedy the situation and remove, so far as possible and with reasonable dispatch, the cause of its inability to perform, provided that there shall be no obligation on a Party so affected to settle labor disputes, or to test or to refrain from testing the validity of any order, regulation, or law in any court having jurisdiction.
For the purposes of this agreement, Force Majeure means any event beyond the reasonable control of a party and which is unavoidable notwithstanding the reasonable care of that party. This includes events such as, but not limited to, war, strikes, fires, floods, Acts of God, and governmental restrictions.
If these events result in damage or destruction of any network facilities and/or interruption of services, by reason of Force Majeure, the failure to perform shall not be deemed a breach of this Agreement.
In the event that the Party unable to perform its obligation under this Agreement due to Force Majeure is prevented from or delayed in performing its obligations for a period in excess of thirty (30) calendar days due to any cause beyond its reasonable control, the obligations of the other Party shall be suspended until such time as when the frustrated Party prevented or delayed in performing its obligations is again able to fulfill its obligations.
7. Payment Terms and Invoicing
Payment for Services rendered under this Agreement shall be at the rates described in the Agreement Pricing schedule. Payment is due within thirty (30) calendar days of the invoice date. Overdue accounts will be charged interest at the rate of 1.5% per month. The Contractor will invoice within 10 days of the first of the month for both progress billing and project complete billing.
8. Enforceability
If this agreement or any part hereof is found to be unenforceable by a court of law, then the parties agree that such unenforceable portion shall be severed and the remainder of this agreement shall be enforced in accordance with its terms, to the fullest extent of the law.
9. Waiver.
The failure by Contractor to assert any or all of its rights under this agreement shall not be deemed a waiver of such rights, nor shall any waiver be implied from the acceptance of any payment or service.
10. Entire Agreement.
This agreement is the entire agreement between the parties and any modification must be in writing and signed by all Parties.
11. Conflict of Interest.
The Contractor shall, while this Agreement is in effect, avoid situations, agreements, or relationships which might cause a conflict of interest and shall immediately notify the Client if any such conflict does or might appear to rise. No part of the price for this Agreement shall be paid directly or indirectly by the Contractor to an employee of the Client in connection with any work contemplated or performed in relationship to this Agreement.
12. Jurisdiction.
This Agreement shall be governed by and construed under the laws of the jurisdiction where the Contractor is located and the Courts of that jurisdiction shall have sole and exclusive jurisdiction over disputes arising from this Agreement.
13. Assignment.
The Client may not assign its rights or obligations under this Agreement without the express written consent of the Contractor. The Contractor may not assign its rights or obligations under this Agreement without the express written consent of the Client.
14. Employment Restriction.
The Client agrees not to hire or attempt to hire, directly or indirectly, any employee of the Contractor during the Term of this Agreement and for a period of 1 year thereafter. This shall not apply to responses to general advertisements for employment.
15. Ownership of Intellectual Property
All inventions, ideas, concepts, know-how and techniques produced or developed in the course of performing the Services and all patents, copyrights, and other intellectual property rights (collectively, “Intellectual Property Rights”) in or pertaining to the Services and the products, software, documentation and other items (“Products”) developed and delivered by Contractor (excluding third party products) shall remain the property of Contractor.
16. Privacy
Contractor is committed to the protection of personal information. During the course of providing assistance to the Client, employees, assigned to this Engagement may need to obtain, use and disclose personal information in the possession of, or under the control of, the client, The Contractor shall request consent from the Client to obtain, use and disclose it for its required purposes. The Client shall not unreasonably withhold consent to Contractor.
17. Subcontracting
The Client agrees that Contractor may subcontract any or all of the Services to any of its Affiliates or to a third-party subcontractor without the prior written approval of Client, provided that such party(ies) shall commit (as applicable) to be bound by the obligations set forth in the Engagement.
18. Other Conditions
THIS STATEMENT OF WORK DOES NOT PROVIDE SERVICES, DIRECTLY OR INDIRECTLY, THAT SUGGEST OR IMPLY HOW TO DESIGN, DEVELOP, PROGAM OR MANUFACTURE A GAME, GAMING DEVICES, ASSOCIATED EQUIPMENT, CASHLESS WAGERING SYSTEM, INTERCASINO LINKED SYSTEM, MOBILE GAMING SYSTEM OR INTERACTIVE GAMING SYSTEM, OR ANY COMPONENTS THEREOF OR MODIFICATION THERETO. NONE OF BULLETPROOF’s EMPLOYEES OR CONTRACTORS ARE AUTHORIZED TO PROVIDE SUCH SERVICES AND IF THEY DO, THEY DO NOT SPEAK FOR OR REPRESENT BULLETPROOF. ANY SUCH OCCURRENCE SHOULD BE REPORTED TO BULLETPROOF.