The following AXES terms and conditions set forth and herein represent and include AXES NETWORK Solutions Inc. and any subsidiary, affiliate, distributor, agent, reseller and client, including officers and employees of those entities.
A. SPECIFIC TERMS AND CONDITIONS
1. Subscription payments start no later than 30 days after shipping or when 50% of the units are connected, whichever is the earliest.
2. Scheduled payments are to be paid every month BEFORE the beginning of the period and bank fees are to be paid by the client.
3. Shipping: The client shall remain solely responsible for shipping fees, customs duties, taxes, import fees, storage costs and all additional duties.
4. AXES is not responsible for any required modifications to brackets or EGM. Brackets must be installed on each machine before AXES installation commences.
5. The Client is responsible for the payment of every TiTo, SAS, G2S or any other protocol that can be subject to a license fee, as administered by IGT or other licensed party for any material other than AXES IP.
6. The client is responsible for the installation of all infrastructure including but not limited to networking, cabling, switches and routers. Furthermore, the client is responsible for stable, continuous internet with a minimum speed of 5 megabits per second, as well as a stable, continuous power connection with constant voltage feed. Failure to have such infrastructure in place may void this contract with no recourse for reimbursement of any sums paid.
7. The client is responsible to purchase all other equipment required including but not limited to such items as cash desk equipment (CPU, Printer, scanner, etc.). 8. The client understands and agrees that no third-party application can be connected to, or used in conjunction with, the AXES Cloud and AIMS, or any AXES approved device or application, without the express written consent of AXES, a certification program by AXES and a product approval. This may include but not be limited to GLI, GDPR, CE or any other relevant certifications including the AXES Certification itself for data integrity and transaction flow. The aim of this clause is to protect the integrity of the data and the AXES Platform, the clients, the transactions and any other subject governed by compliance, ethics and governance of jurisdictional or legal to ensure the protection of AXES, the Client and the players.
B. GENERAL TERMS AND CONDITIONS
1. EGM LIST
a. The success of an installation is largely dependent upon the detailed precise EGM (Electronic Gaming Machine) list. This list is required to do the installation to ensure that the proper cables, templates and settings are applied to extract the data accurately. The client is solely responsible for providing the EGM list within 10 days of contract signature.
b. The EGM list will determine what category of connectivity AXES can provide to each EGM. The EGM list will be divided into three categories: immediately connectable, connectable with configuration or not connectable. Any EGM deemed connectable with configuration will be granted a delay of connectivity of 90 days to ensure that all configurations and development are done in a reasonable time. An EGM deemed not connectable will trigger an RMA offer to the client to reimburse the AXES hardware purchased.
2. CONTRACT EXCLUSIONS
With respect to the agreement between the client and AXES, the following exclusions are:
a. All network infrastructure and cabling is the responsibility of the client.
b. Clients are responsible for viable internet in terms of connectivity, speed and stability.
c. Connectivity to non SAS machines is on a best efforts basis only as AXES cannot guarantee that client EGM have the ability to transmit data. d. All misuse by the client including but not restricted to negligent, fraudulent and ignorant usage will be the sole responsibility of the client. e. Any internet or telecommunication fees are the sole responsibility of the client.
3. PAYMENT
a. AXES has the right to increase its pricing by 2% every year to cover inflation.
b. All Amounts in the Purchase Order are in US dollars unless otherwise specifically stated.
c. All Quotes signed by a client will be deemed as a legal and binding purchase order.
d. All payment obligations are non-cancelable and all amounts paid are nonrefundable.
e. The price paid or to be paid to AXES under the Agreement does not include any federal, state, or local property, license, privilege, sales, use, excise, telecommunications, utility, value added, gross receipts, or similar taxes now or hereafter applicable to, measured by, or imposed upon or with respect to the transaction, or any services performed in connection therewith. Client shall be solely responsible for the payment and agrees to pay or reimburse AXES for any such taxes which AXES is required to pay. Shipping and handling are additional cost unless otherwise expressly indicated by AXES. Loss or damage that occurs during shipping is the Client’s responsibility. Shipping dates are estimates only. Title to the AXES Product will remain with AXES.
f. Subscription and application payments commence no later than 30 days after product shipment or when 50% of the products have been installed, whichever comes first.
g. Subscription payments are to be made before the 1st day of the billing month and must allow 48 hours between payment and token activation.
4. TECHNOLOGY WARRANTIES & GUARANTEES
a. AXES may elect to publish a preventive maintenance and upgrade schedule. This schedule will not be considered as cloud services downtime.
b. Client is responsible for the accuracy of installation parameters such as, but not limited to time zone, currency and denomination.
c. BlackBox, card reader and media screen are guaranteed 12 months from any manufacturing default. Any client mishandling will be the responsibility of the client. d. Point of Sale devices are guaranteed 3 months for any manufacturing default. Any client mishandling will be the responsibility of the client. e. AXES pledges all reasonable efforts to maintain data security, including but not limited to up-to-date certificates, security procedures and back-up/recovery methods. f. AXES pledges that no two Clients will be privy to another’s data and information. Notwithstanding a force majeure such as an Internet Virus or hack, client data is safe from the potential knowledge of another client.
g. AXES offers remote support for its clients. On-site support is at the expense of the client.
h. AXES pledges best efforts to fix any reported bug by a client in a reasonable delay and with reasonable effort as set out in the client service-level agreement.
i. Warranty restrictions include, and AXES shall incur no liability under this warranty, unless: (i) AXES is, within the applicable warranty period, notified within thirty (30) days in writing by you of discovery of any such non-conforming Products; (ii) you immediately return upon written authorization from AXES to do so, with the Return Material Authorization (“RMA”) provided by AXES clearly displayed; and (iii) AXES’ test procedures disclose that the Products substantially conform with AXES’ applicable specifications. In no event however shall AXES be responsible for any non-conformance or other defects in the Products due to physical damage to the Products as a result of improper handling during or after shipment, misuse, neglect, improper installation or operation, repair, alteration, accident or for any other cause not attributable to defective workmanship on the part of AXES. AXES’ liability under this warranty shall be limited, at AXES’ option, to either repair or replace such nonconforming Products at its own expense or reimburse the amounts paid to AXES in respect of such Products; in no event shall the damages for which AXES may be liable for breach of this warranty exceed the amounts paid by the client for such Products. Any Products which are replaced or repaired hereunder shall carry only the unexpired term of the warranty applicable to such replaced or repaired Products. The limited warranty stated above is the exclusive warranty provided by AXES and is made in lieu of any other representation, guarantee, condition or warranty, express, implied or statutory, related to the sale or supply of the Products or their use by you or others, including without limitation any implied conditions and warranties of merchantability and fitness for a particular purpose, which are specifically disclaimed. Warranty RMA may include refurbished material.
j. AXES has no obligation to provide service or support until AXES has received up-to-date payments for the AXES Product for which service or support is requested.
5. PRODUCT INSTALLATION
a. AXES recommends installation by an AXES technician or an AXES appointed representative. If a client elects to do a self-install without the presence, guidance or support of an AXES technician, AXES cannot guarantee the viability of the installation. In the case that any intervention to correct the installation and achieve connectivity and functionality will be paid by the client to AXES for professional services rendered.
b. In the event Client elects to perform a self-installation of the Products, AXES shall not be liable for any non-conformity, defects, default, damage, injury, death or delay in the Products or their usage due to a result of Client’s self-installation of the Products. AXES expressly disclaims any and all liability in connection with the Products during and after Client’s self installation of the Products
c. If a client elects to not purchase AXES recommended equipment such as, but not limited to cabling in order to properly connect the Products, AXES shall not be liable for any non-conformity, defects, default, damage, injury, death or delay in the Products or their usage due to a result of Client’s usage of cables and connections other than those recommended by AXES or sold by AXES. AXES expressly disclaims any and all liability in connection with the Products as soon as Client uses cables or any other connective means than those expressly recommended by AXES for the connection of the Products, being a self-installation or an installation as performed by AXES or its representative.
6. LICENSE
a. AXES hereby grants Client a non-exclusive, non-transferable right to use the Service and the number and type of Products specified in the Purchase Order, solely for Client’s own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to Client are reserved by AXES.
b. Client is responsible for all activity occurring under Client User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Client’s use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. Client shall: (i) notify AXES immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to AXES immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by Client or Client’s Users; and (iii) not impersonate another AXES user or provide false identity information to gain access to or use the Service
c. Intellectual Property Ownership. AXES alone shall own all right, title and interest, including all related Intellectual Property Rights, in and to the AXES Technology, the Content, the Information and the Service as well as any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Client or any other party relating to the Service. This Agreement does not convey to Client any rights of ownership in or related to the Service, the AXES Technology or the Intellectual Property Rights owned by AXES. The AXES name, the AXES logo, and the product names associated with the Service are trademarks of AXES and no right or license is granted to use them unless authorized in writing by AXES.
d. This Agreement commences on the Signature Date and will remain effective for a period of time as contemplated in the Purchase Order (“Term”). The Term as contemplated in the Purchase Order for the licensed Products is a full and firm commitment of the Client with regards to the payments obligations. Client agrees and acknowledges that upon termination of the Agreement, AXES has no obligation to retain the Client Data, and may delete such Client Data, 30 days after termination.
e. Automatic Renewal. If client does not notify AXES no later than 90 days before the end of the initial term as determined and calculated by the signature date of the purchase order, the subscription and application term automatically renews for a subsequent period (initial automatic renewal) of one year at the same terms as the initial period with a reserve of a maximum of 10% increase. Subsequent automatically renewals will be set at the same conditions as the initial automatic renewal.
f. Termination for Cause. Any breach of Client payment obligations or unauthorized use of the AXES Technology or Service will be deemed a material breach of this Agreement. AXES, in its sole discretion, may terminate Client password, account and/or use of the Service if Client breaches, fails to comply with this Agreement or is in default. Client agrees and acknowledges that AXES has no obligation to retain the Client Data, or grant Client access to, and may delete such Client Data, if Client has materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach. Client agrees to allow AXES to recuperate any hardware and technology not fully paid by the client such as but not limited to BlackBox, point of sale to offset any losses by AXES.
7. PRODUCT FINANCING
a. This Product Financing section of the Agreement is only applicable to Clients which have been granted a financing of the Products in the Purchase Order. Clients whom have paid for the Products upfront may disregard the following sub sections. Client will repay the equipment, services and installation shown in the Purchase Order. Failure to pay any financed product may, at the sole discretion of AXES, offer the right of AXES to terminate all services and recuperate any and all hardware such as, but not limited to BlackBox, point of sale, cashless, lid and media screen.
b. Client hereby grants AXES a security interest in equipment, services and installation defined in the Purchase Order. The security interest secures Client’s performance of Client’s obligations as detailed in Purchase Order.
c. Client will keep and properly maintain the Products and not remove from such location for a period equal to the term stipulated in the Purchase Order unless Client requests in writing and AXES provides consent in writing. Upon request, Client will advise AXES as to the exact location of the Products. AXES may inspect the Products during normal business hours, and Client will ensure AXES access for such purpose. Each product will be operated properly in compliance with all applicable governmental, insurance and all manufacturers’ instructions.
d. Client will maintain each product in good condition and repair and as specified in such requirements. Client will not make any alterations and additions to Products and which detract from its economic value or function utility.
e. Client will bear all risk of loss, theft, destruction or damage to a Product (“Casualty Occurrence”) with the exception of normal wear and tear. AXES or their appointed agent will determine normal wear and tear. All determinations made by the AXES are final.
8. MISCELLANEOUS
a. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. AXES represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the available online AXES help documentation under normal use and circumstances. Client represents and warrants that Client has not falsely identified itself nor provided any false information to gain access to the Service and that Client billing information is correct. If AXES reseller or distributor is entering into this Agreement on behalf of a company or other legal entity, reseller or distributor represents that they have the authority to bind such entity to these terms and conditions. AXES reseller or distributor shall have sole responsibility for ensuring that all such other users read, understand and comply with the terms and conditions of this Agreement.
b. In no event shall any party’s aggregate liability exceed the amounts actually paid by and/or due from the Client in the six (6) month period immediately preceding the event giving rise to such claim. AXES (including AXES’ affiliates, officers, directors, employees or agents) does not accept liability beyond the remedies set forth herein, including but not limited to any liability for product not being available for use, lost profits, loss of business or for lost or corrupted data or software, or the provision of services and support.
c. AXES and its licensors make no representation, warranty, or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Service or any content. AXES and its licensors do not represent or warrant that (a) the use of the Service will be timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data; (b) the Service will meet Client’s requirements or expectations; (c) any stored data will be accurate or reliable; (d) the quality of any Products, Services, information, or other material purchased or obtained by Client through the Service will meet Client’s requirements or expectations; (e) errors or defects will be corrected; (f) the Service or the server(s) that make the service available are free of viruses or other harmful components; or (g) the Service and Product performance and compatibility in the event the EGM list provided as contemplated in Section 18 herein is inaccurate, or not provided to AXES, in which case any errors, omissions and damages therefrom are the Client’s sole responsibility. The Service and all content is provided to the Client strictly on an “as is” basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by AXES and its licensors. In no event shall AXES be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with the products.
d. This agreement and any sales hereunder shall be deemed to have been made in and be governed by the laws of the Province of Quebec and the applicable laws of Canada without regard to conflicts of laws rules. Subject to section 13 (binding arbitration), the parties hereby agree to the nonexclusive jurisdiction of the courts of Quebec.
e. Any claim, dispute, or controversy (whether in contract, tort, or otherwise, whether preexisting, present or future, and including statutory, common law, intentional tort and equitable claims) between Client and AXES, its agents, employees, principals, successors, assigns, affiliates arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this Agreement, AXES’ advertising, or any related purchase shall be resolved exclusively and finally by binding arbitration administered by the national arbitration forum (naf) under its Code of Procedure then in effect in Québec.
f. The parties may give notice by means of a general notice on the Service by electronic mail to the other party’s e-mail address on record, or by written communication sent by first class mail or pre-paid post to the other party’s principal place of business. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). Client may also give notice to AXES (such notice shall be deemed given when received by AXES) at any time by email to [email protected].
g. AXES reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service on the AXES.ai or AXESnetwork.com Website. Client is responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute Client’s consent to such changes.
h. This Agreement may not be assigned by Client without the prior written approval of AXES but may be assigned without Client consent by AXES to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of Client that results or would result in a direct competitor of AXES directly or indirectly owning or controlling 50% or more of Client shall entitle AXES to terminate this Agreement for cause immediately upon written notice.
i. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Client and AXES as a result of this agreement or use of the Service. The failure of AXES to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by AXES in writing. This Agreement, together with any applicable Purchase Order, comprises the entire agreement between Client and AXES and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. AXES shall not be liable for any delay or failure in performance caused by circumstances beyond its reasonable control. You agree to comply with all applicable laws and regulations of Canada and the United States. You agree and represent that you are buying only for your own internal use only, and not for resale or export.
j. As used in this Agreement and in any Order Forms now or hereafter associated herewith: “Agreement” means these online terms of use, any Order Forms, whether written or submitted online via the Online Order Center, and any materials available on the AXES website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by AXES from time to time in its sole discretion; “AXESNetwork Solutions inc.” means collectively, a Canadian corporation, having its principal place of business at 1373 Galilée, Quebec City, Quebec, Canada, G1P 4G4; “AXES Technology” means all of AXES’ proprietary technology (including software, hardware, Products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Client by AXES in providing the Service; “Content” means the audio and visual information, documents, software, Products and services contained or made available to Client in the course of using the Service; “Client Data” means any data, information or material provided or submitted by Client to the Service in the course of using the Service; “Effective Date” means the date this Agreement is entered into by the parties; “Go-Live” means the moment at which fifty per cent (50%) of the Products ordered are connected to AXES Services or thirty (30) days from the Effective Date, whichever comes first; “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; “Product(s)” means any product offered by AXES at the Effective Date and as listed in Exhibit A; “Service(s)” means the specific edition of AXES online accounting management, payment management and machine management systems or other corporate services identified during the ordering process, developed, operated, and maintained by AXES, accessible via designated web site or IP address, or ancillary online or offline Products and services provided to Client by AXES, to which Client is being granted access under this Agreement, including the AXES Technology and the Content and “User(s)” means Client’s employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by Client (or by AXES at Client’s request).
k. Client declares that they have the legal right to operate their business and machines under any and all applicable laws of the jurisdiction and any other jurisdiction that may have legal lean or right upon the business of the client. Failure to abide by those laws will give cause to AXES to reserve the right to terminate this agreement and recuperate any and all hardware and equipment.
l. AXES will comply with all authority requests as it pertains to any of its clients and will maintain the highest standard of law regarding anti-corruption, anti-fraud, anti-money laundering and any other illicit or illegal activity and this responsibility is herein transferred to all clients. Furthermore, by signing this purchase order the client declares that their company, officers, investors, shareholders and associates are not involved in any illicit activities, including but not limited to fraud, money laundering, and tax evasion. The client declares that the above information is true, correct and complete and agrees to any required background, credit and other integrity checks as required and where applicable.
m. Cloud services are subject to environmental hazards such, but not limited to war, floods, electrical storms and other such incidents that may cause interruption to cloud services. AXES will endeavor to take all reasonable measures to provide services during any force majeure but cannot provide a guarantee of service during such events.
9. FRAUD PROTECTION ON PULSE GAMING MACHINES
a. Pulse gaming machines are vulnerable to electromagnetic pulse (EMP) fraud attempts. The decision to implement an EMP Jammer on any cashout-pulse machine is solely the responsibility of the client. AXES.ai emphasizes the importance of this protective measure as a means to mitigate potential risks associated with electromagnetic pulse (EMP) tampering. However, should a client opt against the purchase and installation of an EMP Jammer, AXES expressly disclaims any liability for theft, fraud, or damage that may consequently arise. This includes, but is not limited to, incidents directly attributable to the client’s choice not to migrate protocols to Serial or to secure their machines with an EMP Jammer.
b. This disclaimer serves to explicitly inform our clients that the onus of safeguarding their gaming operations against external threats, including EMP tampering, rests with them. In choosing to forgo the implementation of an EMP Jammer, the client acknowledges and accepts the heightened risk of operational disruptions, financial losses, and security breaches.
c. Furthermore, AXES must clarify that it is not liable for any issues arising from faulty installation, malfunctions, or any theft occurring after the installation of an EMP Jammer.
d. By proceeding without an EMP Jammer, or in the event of improper installation or malfunction thereof, the client acknowledges their informed decision and assumes full responsibility for any resultant implications. AXES’ advice and recommendations are provided in good faith, aimed at enhancing the security and efficiency of our clients’ operations. It is within this context that we urge all clients to consider all available security measures, including the adoption of an EMP Jammer, to protect their investments and ensure uninterrupted operations.