TERMS AND CONDITIONS

Background

Aristocrat Technologies Australia Pty Limited (“Aristocrat”) has established an online Marketing Asset Portal, accessible via secure login provided to approved customers by Aristocrat (the “Portal”). Aristocrat makes certain materials, including artwork and marketing assets, (the “Artwork”) available for download and use by approved customers via the Portal. The Portal may only be accessed by those customers who complete an access request (“Access Request”) and receive approval from Aristocrat.

These terms and any additional terms published on the Portal from time to time (“Terms”) govern the Access Request process and any access or use of the Portal or Artwork by you. Unless the context requires otherwise, a reference in these Terms to “you” or the “Customer” will mean the customer whose details are set out in an Access Request and anyone acting on that customer’s behalf or via the login details provided by Aristocrat to that customer.

Access Request

  1. To obtain access to the Portal you must take the following steps:
    1. read the Access Request and Terms;
    2. submit a signed and completed copy of the Access Request to Aristocrat via email at AristocratMarketing@ali.com.au (Aristocrat will use reasonable endeavours to process your Access Request within 5 days of receipt and respond to you using the contact information provided in the Access Request details);
    3. review Aristocrat’s response to the Access Request and:
      • if the Access Request is approved, you may access the Portal using the login details provided to you by Aristocrat at the time of approval;
      • if the Access Request is rejected, or not approved, you must not make any attempts to access the Portal or use the Artwork; or
      • if Aristocrat requires further information in order to assess you Access Request, you must promptly provide such information to Aristocrat.
  2. The Access Request, if approved by Aristocrat, gives you the right to access the Portal, and a limited licence to use the Artwork, in accordance with these Terms.
  3. These Terms apply to any access or use of the Portal or Artwork by you, the Customer, as well as any access or use by any Customer personnel or any other person who obtains access to the Portal or Artwork through you or through the login details provided to you by Aristocrat. You are responsible for ensuring the compliance of such persons with these Terms and are liable for any loss or damage suffered by Aristocrat or any related parties as a result of their conduct.
  4. Limited licence to use Artwork and usage restrictions

  5. You acknowledge and agree that, as between the parties, Aristocrat retains all ownership of any intellectual property rights, including but not limited to copyright, trade marks, design rights and other intellectual property in or embodied in the Artwork, and any materials created by you incorporating or based on the Artwork (“Customer Materials”). Other than the limited licence granted under clause 6, below, these Terms do not transfer any right, title or interest in Aristocrat’s intellectual property rights to you.
  6. Upon written approval of your Access Request by Aristocrat, and in consideration of your compliance with these Terms, Aristocrat grants you, the Customer, a limited, personal, non-transferable, non-exclusive, non-sublicensable, revocable licence to use the Artwork:
    1. in the location(s) identified by you in the Access Request details; and
    2. strictly in accordance with these Terms.
  7. You must:
    1. comply with any guidelines, usage restrictions or reasonable directions that Aristocrat notifies to you in relation to the use of the Artwork or Customer Materials;
    2. ensure that any Artwork or Customer Materials used by Customer pursuant to this Agreement bears the trade mark and copyright notices which Aristocrat may from time to time require;
    3. not remove, obscure or alter any proprietary rights notices (including copyright and trade mark notices) that may be affixed to or contained within any Artwork;
    4. not use the Artwork in comparison or in combination with any artwork or product other than an Aristocrat product;
    5. not incorporate the Artwork in, or use the Artwork as part of or in close proximity to, another company’s product or logo, unless you obtain Aristocrat’s express written consent to do so;
    6. use only exact copies of the Artwork in the Customer Materials and not revise, alter, modify, enhance, change or reverse engineer any of the Artwork, unless you obtain Aristocrat’s express written consent to do so; and
    7. not use the Artwork in any derogatory or inappropriate way or in a manner that may be harmful to Aristocrat’s reputation or any of its products.
    8. not edit or amend Artwork containing images or details of third party intellectual property that has been licensed to Aristocrat.
  8. If any use by you of the Artwork does not comply with these Terms, Aristocrat may, without prejudice to any other remedies available to it, immediately terminate these Terms (including the licence granted herein) and require you to immediately take down and cease publication, distribution or display of the relevant material.
  9. Upon expiry or termination of these Terms or the licence granted under clause 6 you must:
    1. cease using the Portal and Artwork;
    2. return (or, at Aristocrat’s option, destroy) all copies of the Artwork in your possession; and
    3. delete or remove the Artwork from any Customer Materials into which they have been incorporated (whether or not in your possession).
  10. Portal

  11. You must maintain operational and technical safeguards in relation to your use of the Portal, including by:
    1. keeping all logins and passwords secure and confidential, and only sharing them with the Customer personnel listed in the Access Request details (you must immediately inform Aristocrat of any unauthorised disclosure of login or password details);
    2. not submitting, sending or transmitting to the Portal, or any user of the Portal, anything that contains software viruses or any other computer code, files or programs designed to interrupt, harm, damage, destroy or limit the functionality of any computer software or hardware or equipment linked directly or indirectly to the Portal; and
    3. not disrupting or interfering with the Portal or servers, networks, software, hardware or equipment underlying or connected to or via the Portal.
  12. You agree that you will be solely and personally responsible to Aristocrat for all activities that occur on or via the Portal using the login and password details provided to you by Aristocrat.
  13. Aristocrat is not responsible or liable for any interrupted availability or faults in the operation of the Portal.
  14. Your use of the Portal and Artwork is at your own risk. The Portal and Artwork are provided to you “as is” and “as available” and Aristocrat makes no representations, warranties or undertakings or any kind, either express or implied, with respect to the Portal or the Artwork, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement, currency, accuracy or completeness of the Portal or Artwork or that the same will be error, defect, “bug” or “virus” free. Aristocrat excludes all representations and warranties to the fullest extent permissible under applicable law.
  15. General terms and conditions

  16. These Terms shall commence on the date on which you first submit an Access Request to Aristocrat and shall on the date on which Customer ceases to offer to the public or use as intended the Aristocrat product(s) to which the Artwork relates, unless terminated earlier in accordance with these Terms or unless otherwise specified by Aristocrat during the Access Request process.
  17. Aristocrat may terminate these Terms at any time for any reason, except that any marketing or advertising already underway by Customer shall continue to be permissible under the licence granted by these Terms for a period of 60 days from notice of termination, unless termination is as a result of a material breach of these Terms by Customer, or for any of the reasons referred to in clauses 8 or 17, in which case there will be no such grace period.
  18. Aristocrat and its affiliates are subject to various laws, rules and regulations (“Gaming Regulations”) imposed by government bodies, agencies or authorities in a number of jurisdictions around the world (each a “Gaming Authority”) in relation to the manufacture, distribution, marketing and sale of its products and associated business activities. Customer agrees to comply, and to cooperate with Aristocrat to ensure that Aristocrat is able to comply, with all applicable Gaming Regulations.
  19. These Terms may be immediately terminated, without liability, by Aristocrat providing written notice to the Customer after the occurrence of any of the following events:
    1. an order or recommendation by any Gaming Authority requiring or recommending termination of these Terms;
    2. the reasonable belief of Aristocrat that the continuation of these Terms may have a detrimental impact on the ability of Aristocrat or any of its affiliates to be qualified for, or to hold or maintain, any gaming related licenses, permits or approvals issued or to be issued by any Gaming Authority;
    3. Customer’s breach of or failure to timely apply for, obtain or maintain any gaming related licences, permits or approvals required from any Gaming Authority (if applicable) and relevant to these Terms (in Aristocrat’s reasonable opinion); or
    4. the reasonable belief of Aristocrat that continuation of these Terms or Customer’s continued use of the Artwork will constitute an infringement of a third party’s intellectual property rights.
  20. For the purposes of clause 17, Aristocrat’s right to terminate without liability means that Aristocrat may terminate without any liability to Customer for any damages, losses, costs, charges or expenses suffered or incurred by Customer as a result of or in connection with such termination and whether such liability might otherwise arise in contract, tort, or, to the maximum extent permitted, under statute or law. Without limitation, this exclusion applies to all liability for consequential losses, lost profits, lost opportunity, loss of goodwill and all other direct and indirect losses of any kind.
  21. Customer agrees to indemnify and hold harmless Aristocrat and its affiliates from and against all claims, demands, actions, proceedings, losses, damages, costs and expenses (including legal fees on a full indemnity basis) that any of them may suffer or incur as a result of the Customer’s breach of the Terms, or use of the Portal or Artwork, other than claims for infringement arising from use of exact copies of the Artwork in conformance with these Terms.
  22. If any condition, warranty, guarantee or other provision is implied or imposed in relation to these Terms and cannot be excluded (a “Non-Excludable Term”), and Aristocrat is able to limit your remedy for a breach of such a Non-Excludable Term, then Aristocrat’s liability for such a breach of the Non-Excludable Term is limited to one or more of the following, at Aristocrat’s option:
    1. in relation to goods, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or of acquiring equivalent goods, or the payment of the cost of having the goods repaired; or
    2. in relation to services, the supplying of the services again or the payment of the cost of having the services supplied again.
  23. To the maximum extent permitted by law and subject to Aristocrat’s obligations under any Non-Excludable Term, Aristocrat and its affiliates are not liable to the Customer, or to any person claiming through the Customer, for any loss or damage of any kind (whether or not foreseeable) under or in connection with these Terms, including, but not limited to direct or indirect damage, or any loss of profits (actual or anticipated), lost opportunity, lost savings, lost contract, business interruption or loss of data.
  24. These Terms, any login and password details provided to you by Aristocrat, and any other information obtained by you relating to the business and affairs of Aristocrat, must be kept strictly confidential and must not be divulged to any third party without Aristocrat’s permission.
  25. These Terms may be updated by Aristocrat from time to time by publishing a copy on the Portal or otherwise by written notice to you. By continuing to access or use the Portal after any such update, you are deemed to agree to and be bound by these Terms, as varied.
  26. You must not assign, transfer, sub-contract or otherwise dispose of any or all of your rights or obligations under these Terms. Aristocrat may assign, transfer, sub-contract or otherwise dispose of any or all of Aristocrat’s rights or obligations under these Terms.
  27. Aristocrat will not be in breach of these Terms or otherwise liable to you or any other person for any unavailability or failure of the Portal or Artwork, or any delay or other failure by Aristocrat to comply with these Terms that is caused by or arises from any event or circumstances beyond Aristocrat’s control.
  28. You are responsible for ensuring that your use of the Portal, Artwork and Customer Materials complies with all applicable laws and Gaming Regulations.
  29. No waiver of Aristocrat’s rights or remedies under these Terms is effective unless it is in writing and signed by Aristocrat, and it is only effective in the specific instance and for the specific purpose for which it is granted. Aristocrat’s failure to exercise, or delay in exercising, a right or remedy under these Terms does not operate as a waiver or prevent further exercise of that or of any other right or remedy.
  30. Any provision of these Terms that is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity or enforceability of the remainder of these Terms is not affected.
  31. These Terms supersede all previous agreements about their subject matter and embodies the entire agreement between the parties.
  32. Nothing in these Terms is intended to constitute an agency, partnership, joint venture, employment relationship, fiduciary relationship or trust, and no party has authority to bind any other party.
  33. These Terms are governed by the laws of New South Wales, Australia, and each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of New South Wales and the Commonwealth of Australia.