These General Terms and Conditions (“Terms”) shall apply to and are incorporated into each quotation, sales order, order acknowledgment, purchase order accepted by Gaming Arts, LLC or its applicable affiliate (collectively, “Gaming Arts” or “Seller”), or other transaction involving the sale or provision of goods and/or services by Gaming Arts to the purchasing party (“Purchaser”). These Terms, together with the applicable sales order, accepted purchase order, quotation, and any attachments or addenda expressly agreed to in writing by Gaming Arts, constitute the agreement between the parties (collectively, the “Agreement”).
In the event of any conflict between these Terms and any purchase order, acknowledgment, or other document issued by Purchaser, these Terms shall control unless Gaming Arts expressly agrees otherwise in a writing signed by its authorized representative. Any additional or conflicting terms contained in Purchaser’s purchase order or other documents are hereby rejected and shall have no force or effect, notwithstanding Gaming Arts’ acknowledgment of such documents, shipment of Goods, performance of Services, or acceptance of payment.
Purchaser’s issuance of a purchase order, acceptance of delivery of Goods, receipt of Services, payment of an invoice, or other conduct indicating acceptance of the transaction shall constitute Purchaser’s acceptance of these Terms. If the parties have entered into a separate written agreement signed by authorized representatives of both parties that expressly governs the applicable transaction, such signed agreement shall control to the extent of any conflict with these Terms.
“Confidential Information” means information disclosed by or on behalf of one party (the “Disclosing Party”) to the other (the “Receiving Party”) in connection with the Agreement that is identified as confidential or proprietary or reasonably should be understood to be confidential under the circumstances, including copies and derivatives. Confidential Information excludes information that (a) was lawfully known without restriction before disclosure; (b) becomes public without breach; (c) is lawfully obtained from a third party without any confidentiality obligations; or (d) is independently developed without use of the Disclosing Party’s Confidential Information.
“Goods” means all equipment, gaming devices, electronic gaming machines, components, hardware, parts, materials, software and other products sold or supplied by Gaming Arts to Purchaser pursuant to the Agreement, including any software or firmware incorporated into or provided in connection with such products, subject to applicable license restrictions.
“Intellectual Property Rights” means all rights in confidential and proprietary information, discoveries, ideas, computer programs, processes, data, copyrights, trade secrets, know-how, trademarks, designs, patents, inventions, and other intellectual property rights worldwide, including applications, registrations, renewals, extensions, and related rights.
“Purchase Order” means any written purchase order or other ordering document issued by Purchaser to Gaming Arts for Goods and/or Services, binding upon Gaming Arts only upon its written acceptance or shipment of the Goods or provision of Services.
“Services” means installation, maintenance, repair, technical support, training, consulting, or other services expressly agreed to be provided by Gaming Arts to Purchaser pursuant to the Agreement.
Gaming Arts shall provide the Goods and/or Services described in the applicable Purchase Order. Delivery dates, shipment dates, and performance schedules are estimates only unless expressly agreed otherwise in writing. Gaming Arts is not liable for delays resulting from circumstances beyond its reasonable control, Purchaser’s failure to provide information or approvals, regulatory requirements, or other causes not directly attributable to Gaming Arts.
Unless otherwise expressly agreed in writing, all Goods are sold and delivered FOB Gaming Arts’ or its applicable supplier’s shipping dock (“FOB Dock”). Title to and risk of loss of or damage to Goods transfer to Purchaser upon delivery to the carrier at the FOB Dock, whether or not Gaming Arts arranges transportation or prepays freight. Freight, shipping, handling, insurance, customs duties, and other transportation charges are Purchaser’s responsibility and may be separately invoiced. Claims for loss or damage after delivery to the carrier are Purchaser’s responsibility. Title to software, firmware, and Intellectual Property Rights does not transfer and remains subject to Section 6.
Gaming Arts shall package Goods according to customary commercial practices. Special packaging, shipping, handling, or transportation requirements requested by Purchaser and accepted by Gaming Arts are at Purchaser’s expense. Gaming Arts may select the carrier and shipping method unless otherwise agreed in writing. Purchaser is responsible for desired transit insurance after risk of loss transfers under Section 2.2.
Gaming Arts shall use commercially reasonable efforts to deliver the quantity specified in the Purchase Order. Gaming Arts may make partial shipments and invoice separately. Purchaser must report shortages or quantity discrepancies in writing within five (5) business days after receipt; absent timely notice, quantity is deemed accepted except in cases of fraud or intentional misconduct. Goods may not be returned without Gaming Arts’ prior written authorization.
Purchaser shall promptly inspect Goods and notify Gaming Arts in writing of visible damage, shortages, or material nonconformities within five (5) business days after receipt, with reasonable detail. Failure to give notice constitutes acceptance without prejudice to surviving express warranty rights. For a timely reported, verified material nonconformity attributable to Gaming Arts, Gaming Arts may, at its option, repair or replace affected Goods or credit or refund the attributable purchase price. Returns require prior written authorization and compliance with Gaming Arts’ instructions.
Purchaser agrees these Terms bind it upon Gaming Arts’ acceptance of its Purchase Order, Purchaser’s acceptance of Goods or Services, payment of an invoice, or other conduct manifesting acceptance. Gaming Arts’ performance, acknowledgment, or shipment does not constitute acceptance of Purchaser’s additional or conflicting terms.
Prices are those in Gaming Arts’ applicable quotation, sales order, or accepted Purchase Order (“Contract Price”). Unless expressly stated otherwise in writing, prices exclude applicable taxes, freight, shipping, handling, insurance, customs duties, tariffs, and governmental charges, which shall be added to Purchaser’s invoice as applicable. Gaming Arts may adjust pricing for Purchaser-requested changes accepted in writing.
Unless otherwise expressly agreed in writing, invoices are due and payable in full within thirty (30) calendar days from the invoice date (Net 30), in U.S. dollars by a method approved by Gaming Arts. Purchaser shall pay without deduction, withholding, counterclaim, or setoff except as required by law. Disputes must be identified in writing within ten (10) calendar days after invoice date, stating reasonable detail; undisputed amounts remain payable when due. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum lawful rate from due date until paid. Purchaser shall reimburse reasonable collection costs, including attorneys’ fees. Upon nonpayment, Gaming Arts may give written notice and suspend shipments or Services until past-due amounts are paid and may require advance payment or reasonable assurance for future orders.
Prices are exclusive of applicable taxes. Gaming Arts shall add to each invoice, and Purchaser shall pay, all applicable sales, use, excise, value-added, transaction, and similar taxes arising from the sale, delivery, or provision of Goods and/or Services to the extent required or permitted by law. Purchaser claiming exemption must furnish a valid exemption certificate or legally sufficient documentation before invoicing; absent such documentation, applicable taxes shall be invoiced. Purchaser bears applicable customs duties, import taxes, tariffs, and similar charges. Gaming Arts remains responsible for taxes on its own net income and employee or operational taxes not properly chargeable to Purchaser.
Purchaser may request changes in Goods, Services, quantities, specifications, schedules, or other accepted order requirements. No change binds Gaming Arts unless accepted in writing by its authorized representative. Gaming Arts may condition acceptance on adjustments to price, schedule, or other terms and need not implement changes before written agreement. Purchaser bears additional costs of approved changes.
Gaming Arts warrants that, when title transfers, it conveys good title to tangible Goods free of liens and security interests created by Gaming Arts other than an expressly agreed security interest. Goods and Services shall materially conform to specifications expressly agreed in writing, subject to this Section 5.
Unless a separate written Gaming Arts warranty states otherwise, new Goods manufactured by Gaming Arts are warranted against material defects in materials and workmanship for 90 days from shipment from the FOB Dock under normal intended use and compliance with operating and maintenance instructions. This warranty excludes (i) ordinary wear; (ii) misuse, abuse, negligence, accidents, improper installation or maintenance, unauthorized modification, or use outside specifications; (iii) post-transfer transit damage; (iv) unauthorized repairs or modifications to the extent causing the defect; (v) consumables; and (vi) software errors, interruptions, or incompatibilities not covered by a separate written software warranty. Used, refurbished, reconditioned, or previously operated Goods are sold “AS IS” unless separately warranted in writing. Third-party manufactured Goods carry only transferable manufacturer warranties unless otherwise agreed in writing.
Gaming Arts warrants that Services will be performed professionally and in a workmanlike manner consistent with generally accepted industry standards. Purchaser must report material deficiencies within thirty (30) days after completion. For verified breach, Gaming Arts may reperform the affected Services or refund the fees paid for deficient Services, depreciated on a 5 year straight line schedule, as Purchaser’s exclusive remedy.
EXCEPT FOR EXPRESS WARRANTIES IN THIS AGREEMENT OR A SEPARATE WRITTEN GAMING ARTS WARRANTY, GAMING ARTS DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. GAMING ARTS DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION, ANY LEVEL OF GAMING REVENUE OR PROFITABILITY, OR CONTINUED APPROVAL IN ANY GAMING JURISDICTION.
For valid timely warranty claims, Gaming Arts may, at its sole option, repair, replace with substantially equivalent Goods, or refund or credit the price paid for defective Goods. Any refunds or credits offered will be on a 5 year straight line depreciation schedule. Purchaser must obtain prior written return authorization and follow reasonable instructions; Gaming Arts may require reasonable verification. THESE ARE PURCHASER’S SOLE AND EXCLUSIVE WARRANTY REMEDIES, SUBJECT TO LAW AND SECTION 11.
Gaming Arts retains all right, title, and interest in Intellectual Property Rights it owns, develops, licenses, or controls, including software, firmware, source and object code, game themes, mathematics, designs, graphics, audiovisual content, documentation, drawings, patents, trademarks, trade secrets, and related technology (“Gaming Arts Intellectual Property”). No such rights transfer by sale, delivery, Services, or payment except limited rights expressly granted.
Purchaser acquires title to tangible Goods under Section 2.2, not to associated Gaming Arts Intellectual Property. Gaming Arts retains ownership of improvements, modifications, updates, enhancements, derivative works, and developments, whenever created.
Unless otherwise expressly agreed in a separate signed writing, software, designs, drawings, specifications, documentation, technical materials, developments, improvements, and work product created by Gaming Arts in connection with the Agreement remain Gaming Arts’ exclusive property, including related Intellectual Property Rights. Payment creates no ownership interest.
Except as expressly authorized in writing or permitted by nonwaivable law, Purchaser shall not (i) copy, modify, adapt, translate, or create derivative works of Gaming Arts Intellectual Property; (ii) reverse engineer, decompile, disassemble, or derive source code, game mathematics, or algorithms; (iii) remove proprietary notices; (iv) sublicense, distribute, or transfer Intellectual Property independently of authorized Goods use; or (v) use Intellectual Property outside authorized operation of Goods. Purchaser shall not permit third parties to do so.
Nothing assigns, transfers, or conveys any rights, including any ownership rights, in or to any Gaming Arts Intellectual Property to Purchaser. All rights not expressly granted are reserved by Gaming Arts.
Subject to compliance with the Agreement, including payment, Gaming Arts grants Purchaser a limited, nonexclusive, nonsublicensable license to use software and firmware incorporated into or supplied with purchased Goods solely for authorized operation of those Goods in legally permitted and appropriately approved jurisdictions and locations. No source-code access, additional-device reproduction, independent software transfer, or other exploitation is permitted. Transfer of licensed software with Goods requires Gaming Arts’ prior written consent except where prohibited by law; consent may depend on regulatory compliance and transferee agreement to restrictions.
Gaming Arts has no infringement liability arising from unauthorized modifications, combinations with unauthorized products where the combination caused the claim, use outside authorized scope, or continued use after a commercially reasonable noninfringing alternative is provided. For a third-party claim that supplied Goods or software infringes a United States intellectual property right, Gaming Arts may, at its sole discretion, (a) procure continued-use rights, or (b) modify or replace with substantially equivalent noninfringing items. In the event options (a) or (b) cannot be accomplished, then Gaming Arts may accept return and refund purchase price less reasonable depreciation. These are Gaming Arts’ sole obligations and Purchaser’s exclusive infringement remedies absent express written agreement otherwise.
Confidential Information remains the Disclosing Party’s property. Receiving Party may use it only to perform obligations or exercise authorized rights, and disclose only to personnel, professional advisers, contractors, and agents with a legitimate need to know who are bound by confidentiality obligations at least as protective. Receiving Party shall use reasonable care and at least the care it uses for similar proprietary information, and is responsible for unauthorized use or disclosure by its recipients.
Receiving Party may disclose as required by law, court order, subpoena, or governmental or gaming regulatory directive. To the extent legally permitted, it shall promptly notify, in writing, Disclosing Party and reasonably cooperate in seeking protection. Nothing prohibits or delays required disclosure to any gaming regulatory agency.
Upon written request or termination, Receiving Party shall return or destroy Confidential Information, except copies required by law, gaming regulation, bona fide retention policies, or routine backups. Retained information remains protected while retained.
Purchaser shall indemnify, defend, and hold harmless Gaming Arts and its affiliates and respective officers, directors, managers, members, employees, agents, successors, and permitted assigns (“Indemnitees”) against third-party claims, liabilities, damages, judgments, settlements, costs, and reasonable attorneys’ fees arising from (i) Purchaser’s negligence, willful misconduct, or violation of law; (ii) possession, installation, operation, maintenance, modification, or use of Goods, except to the extent directly caused by Gaming Arts’ negligence, willful misconduct, or breach of express obligations; (iii) unauthorized modifications or use; (iv) Purchaser’s breach; or (v) failure to obtain required regulatory licenses or approvals. Purchaser may not settle in a manner imposing liability, admission, or affirmative obligation on an Indemnitee without Gaming Arts’ written consent. Gaming Arts shall give reasonably prompt notice and cooperate at Purchaser’s expense; delayed notice excuses obligations only to extent of material prejudice.
Purchaser shall maintain commercially reasonable insurance appropriate to its operations and ownership, transportation, possession, and operation of Goods, including commercial general liability and property insurance covering Goods after transfer of risk under Section 2.2, plus coverage required by law or gaming regulators. Upon reasonable request, Purchaser shall furnish evidence of coverage. For on-site Gaming Arts Services, Gaming Arts may require evidence of additional coverage appropriate to the work.
Upon written notice, Gaming Arts may suspend shipment, delivery, Services, or other performance if Purchaser fails to pay an undisputed amount when due, materially breaches, presents material nonpayment risk due to financial condition, or continued performance may violate law or gaming requirements. Suspension does not excuse payment. Gaming Arts receives reasonable schedule extensions and reimbursement of reasonable additional costs directly caused by Purchaser default.
Accepted orders cannot be canceled, reduced, or modified by Purchaser without Gaming Arts’ prior written consent, which may be conditioned on reimbursement of reasonable incurred costs, including materials, labor, storage, shipping, and noncancelable supplier commitments. Custom or specially ordered Goods are noncancelable and nonreturnable absent written agreement. Gaming Arts may cancel before shipment for convenience on written notice and refund prepayments for unprovided Goods or Services; such refund is Purchaser’s exclusive remedy for such cancellation.
Gaming Arts may terminate an Agreement or affected order on written notice if Purchaser materially breaches and fails to cure within ten (10) calendar days after written notice. Immediate termination is permitted for incurable breach, unauthorized use or disclosure of Gaming Arts Intellectual Property, or material regulatory/legal risk. Amounts due remain payable, including delivered Goods, performed Services, and noncancelable costs and commitments incurred before termination. Accrued rights and provisions intended to survive, including payment, IP, confidentiality, indemnity, liability limits, and disputes, survive.
Gaming Arts may immediately suspend or terminate, in whole or part, on written notice if continued performance, sale, delivery, or use would violate law, conflict with regulatory directives, or materially jeopardize its gaming licenses or standing with any gaming regulatory agency. Purchaser shall cooperate with lawful investigations and regulatory requests. Gaming Arts is not liable for lost profits, lost revenue, or consequential damages from proper suspension or termination. Prepayments for undelivered Goods or unperformed Services are governed by applicable law and the circumstances.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER ANY THEORY OF LIABILITY, GAMING ARTS SHALL NOT BE LIABLE TO PURCHASER OR THIRD PARTIES FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REVENUE, BUSINESS OPPORTUNITIES, INTERRUPTION, USE, OR SAVINGS, EVEN IF ADVISED OF THE POSSIBILITY. GAMING ARTS’ TOTAL AGGREGATE LIABILITY RELATING TO THE AGREEMENT, ANY ORDER, OR GOODS OR SERVICES SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO GAMING ARTS FOR THE SPECIFIC GOODS OR SERVICES GIVING RISE TO THE CLAIM. THESE LIMITS APPLY NOTWITHSTANDING FAILURE OF ESSENTIAL PURPOSE OF A LIMITED REMEDY, EXCEPT WHERE PROHIBITED BY LAW.
The Agreement and all Purchase Orders are governed by Nevada law without regard to conflict-of-law rules. Courts located in and serving Clark County, Nevada have exclusive jurisdiction and venue over disputes arising out of the Agreement.
Purchaser may not assign, delegate, or transfer the Agreement or any rights or obligations without Gaming Arts’ prior written consent; unauthorized assignments are void to extent permitted by law. Gaming Arts may assign to affiliates or successors in merger, reorganization, equity sale, or sale of substantially all assets or applicable business, subject to gaming regulatory requirements. Assignment does not relieve Purchaser of obligations.
Notices must be in writing and delivered personally, by recognized overnight courier, certified mail return receipt requested, or email to designated addresses in the order or subsequent notice. Notices are effective upon actual receipt; emails are deemed received when sent during recipient’s business hours on a business day or next business day otherwise, absent delivery-failure notice.
If any provision is held invalid or unenforceable, the remainder remains enforceable. The invalid provision shall be construed or modified, to the extent lawful, to best accomplish its original purpose.
Failure or delay to enforce a provision or exercise a right is not a waiver, and partial exercise does not preclude further exercise. Any waiver must be express and in writing.
Headings are for convenience only. Singular includes plural as context requires, and “including” means “including without limitation.” No provision is construed against a party solely because it drafted it. In conflicts, priority is (i) separately signed agreement expressly governing the transaction; (ii) written amendment signed by both parties; (iii) these Terms; and (iv) accepted order documents, unless Gaming Arts expressly agrees in writing that a specified order provision overrides these Terms.
Neither party is liable for delayed or failed performance, except payment obligations, due to events beyond reasonable control, including natural disasters, fires, epidemics, governmental or regulatory action, labor disputes, war, terrorism, unrest, transportation or supply chain disruptions, and material shortages (“Force Majeure Event”). Affected party shall give reasonably prompt notice and mitigate. Deadlines extend reasonably for the event. If material prevention lasts over thirty (30) consecutive days, Gaming Arts may cancel the affected portion without consequential-damages liability; Purchaser remains responsible for delivered Goods, performed Services, and amounts properly due.
Gaming Arts may modify, improve, substitute, or discontinue Goods, software, components, or offerings in its discretion, provided substitutions under accepted orders are substantially equivalent in material functionality absent Purchaser agreement. No obligation to continue manufacture, supply, support, or maintenance exists except under a separate written agreement or warranty.
The parties are independent contractors. Nothing creates agency, franchise, joint venture, partnership, or employment. Neither party may bind or represent itself as agent of the other.
Purchaser shall maintain records relating to purchase, possession, installation, transfer, and operation as required by law and gaming regulators. Purchaser shall reasonably cooperate with Gaming Arts on lawful regulatory inquiries, audits, and investigations and provide reasonable access to relevant records when required by gaming law, subject to confidentiality and legal restrictions.
Purchaser shall comply with all applicable laws and gaming regulations regarding purchase, possession, installation, operation, transfer, and disposition of Goods, and obtain and maintain required licenses, permits, and approvals. Purchaser represents it and, to its knowledge, controlling persons are not subject to sanctions prohibiting the transaction. Purchaser shall not export, re-export, or transfer Goods or software contrary to export controls, sanctions, or gaming rules. Purchaser shall promptly notify Gaming Arts of material regulatory restrictions affecting lawful possession or operation.
All sales, shipments, installations, and operation are subject to gaming laws and approvals. Gaming Arts does not need to deliver or perform where doing so would be unlawful. Approval in one jurisdiction does not imply approval elsewhere. Unless expressly agreed, Gaming Arts does not guarantee receipt or continuation of approvals. Purchaser shall not install, activate, operate, relocate, transfer, or modify Goods contrary to regulatory requirements.
Purchaser acknowledges financial performance depends on factors beyond Gaming Arts’ control, including player preferences, casino operations, markets, configuration, and regulations. Gaming Arts does not guarantee revenue, profitability, return on investment, utilization, or financial performance. Projections, estimates, and historical data are informational only.
The Agreement constitutes the entire understanding regarding its subject matter and supersedes prior or contemporaneous discussions, proposals, representations, and understandings. Amendments and waivers must be in writing signed by an authorized Gaming Arts representative and, where applicable, Purchaser.
