1 - Definitions

a. Beta Services means Projectworks Services or functionality that may be made available to Customer to try at its option which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

b. Customer means the person who subscribes to use the services, or the entity on whose behalf the person subscribes.

c. Customer Materials means Customer content and Data.

d. Data means data input by you into the services. It includes anything you upload to, store on or transmit through the services, including documents, photos, email.

e. Order Form means an order for a similar document that has been signed by the Customer and the Company.

f. Projectworks is both the software application provided by SpiderWorks Limited through the web, and the trading name of the company.

g. Services means any service provided by us or other services detailed.

h. Software means the Projectworks software product and applications.

i. Subscription Fee means the monthly fee payable to access Projectworks as set forth in the Order Form. The Subscription Fee excludes taxes and duties, and excludes any other subscription fees payable to other parties for such access.

j. Support Offering means the opt-in option of support and maintenance for Projectworks at the prices advised by us from time to time.

k. You or you are the customer, who subscribes to or uses the services. Where appropriate, “you” may also refer to the end user of the services.

2 - Communication

We will communicate with you through the contact details you provide during registration. You are responsible for ensuring that we have your latest contact details; you can update your details by contacting us. You may communicate with us through the contact details provided on the website.

3 - Use of the Services

3.1. Authorization to Use the Services. Subject to Customer’s compliance with the terms and conditions of this Agreement, Company will make the Services indicated in the Order Form available to the Customer, during the Term, on a limited, revocable (provided the license shall only be revoked by Company to the extent that Customer remains in uncured material breach of this Agreement), non-transferable, and non-exclusive right and license basis solely for use by the Customer for the Customer’s internal business purposes. Customer will use the Software only to access (or attempt to  access) the specific subset of the Services indicated in  the Order Form and pursuant to the applicable Company provided user documentation. All other uses of the Software are expressly prohibited. Company will perform the Services for Customer in accordance with this Agreement, the Order Form and Customer’s instructions. For all purposes, the Services will be deemed to have originated during the Term and pursuant to this Agreement. The Services may be updated and modified at any time during the Term, in which case, Company may update the corresponding user documentation accordingly.

3.2. Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access or use granted in this Agreement or specifications set forth in applicable documentation provided by Company. Except  as expressly set forth in Section 3.1, Customer shall not at any time, directly or indirectly (collectively, an “Unauthorized Use”): (a) copy, modify, or create derivative works of the Services, in whole or in part; (b) rent, lease, lend, sell, license, sublicense, assign,  distribute, publish, or otherwise make available the Services to third parties; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (d) use the Services to store, transmit, upload or post any libelous or otherwise unlawful or tortious material or  any data (including any Customer Materials) for which it does not have the necessary consents or rights to  store, transmit, upload or post (as applicable) in connection with the Services; (e) remove any proprietary notices from the Services; (f) interfere with, or disrupt the integrity or performance of, the Services, or any data or content contained therein or transmitted thereby; (g) use the Services to develop, commercialize, license or sell any product, service or technology that could, directly, or indirectly, compete with Company’s products and services; (h) access or search the Services (or download any data or content contained therein or transmitted thereby) through the use of any engine,  software, tool, agent, device, or mechanism (including  spiders, robots, crawlers, or any other similar data mining tools) other than the features of the Services provided by Company for use expressly for such purposes; (i) permit, authorize, assign or transfer access to the  Services to any third party without Company’s consent (other than third party contractors acting on Customer’s behalf); or (j) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates the terms of this Section 1, any intellectual property right or other right of any third party, or any applicable law. Any Unauthorized Use by Customer shall be considered a material breach of this Agreement entitling Company to immediately terminate this Agreement.

4 - Authorized Users

The Services may only be accessed and used by those Customer employees, contractors or permitted consultants who have been designated and authorized by Customer to be granted such access (“Authorized Users”) for the sole purpose of performing their job functions for Customer and subject to all terms and conditions of this Agreement (including, but not limited to, the restrictions set forth in Section 3 above). The credentials for each Authorized User are for a single  individual only, they must be kept confidential, cannot be shared, or used by more than one person. Customer is responsible and liable for: (a) all actions taken utilizing an Authorized User’s credentials, whether or not such action was taken or authorized by the Authorized User; and (b) all uses of the Services resulting from access provided by Company, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement, including any advertising campaigns Customer may run and associated fees that Customer may incur via the Services. Company may process personal information relating to Authorized Users’ use of the Services (“Account Data”) in accordance with its privacy policy. Account Data is not Customer Materials.

5 - Beta Services

From time to time, we may make Beta Services available to you. You may choose to try such Beta Services or not at your sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. Beta Services are not considered “Services” under this Agreement, however, all restrictions, our reservation of rights and your obligations concerning the Services shall apply equally to your use of Beta Services. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of three months from the trial start date or the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation. We may discontinue Beta Services at any time at our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.

To access any Beta Services you must have the appropriate Projectworks subscription in place.

6 - Support

The Company will use commercially reasonable efforts to provide the Support Offerings as requested by the Customer.

7 - Confidentiality; Proprietary Rights

7.1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Customer includes Customer Materials. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in the performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without the use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

7.2. Notwithstanding anything to the contrary, the Company shall have the right to use data generated by Customer in connection with the Services, during and after the term hereof in order to (i) internally use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate, anonymized and de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

8 - Payment of Fees

8.1. Customers will pay Company the then applicable Subscription Fees and any other applicable fees described in the Order Form  in accordance with the terms therein.

8.2. Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customers shall be responsible for all taxes associated with Services other than U.S. taxes based on the Company's net income.

9 - Warranty and Disclaimer

9.1. Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services, fix errors and malfunctions in any device provided hereunder that causes such device to fail to conform to its documentation and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond the Company's reasonable control, but the Company shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES, IMPLEMENTATION SERVICES AND ANY DEVICES PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED WITH RESPECT THERETO, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

10 - Indemnity

10.1. Company shall hold Customer harmless from liability to third parties related to or resulting from (a) Company’s gross negligence, willful misconduct, or fraud, (b) Company’s breach of its obligations, representations and warranties and/or covenants pursuant to this Agreement, and (c) infringement by the Services of any patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply to the extent such claim arises from portions or components of the Services (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such a combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Services is not in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (1) replace or modify the Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (2) obtain for Customer a license to continue using the Services, or (3) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Services.

11 - LIMITATION OF LIABILITY

11.1. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, THIRD PARTY INTELLECTUAL PROPERTY INFRINGEMENT OBLIGATIONS, GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY OBLIGATIONS, BOTH PARTIES AND THEIR SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES  SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; OR (C) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY THE CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12 - Term, Suspension, and Termination.  

12.1. Term. The term of this Agreement shall  commence on the date set forth in the Order Form and shall remain in effect until terminated in accordance with the terms of this Agreement (“Term”).

12.2. Suspension. Company may immediately suspend, limit or terminate Customer’s access to any or all part of the Services at any time if Company reasonably believes that the Services are being used for an Unauthorized Use, to violate law, or if Customer is in breach of the Agreement; provided, however, Company shall first provide Customer with written notice of the alleged violation and provide Customer with a period of five (5) days to cure such alleged violation, if in Company’s reasonable opinion such violation is capable of cure. Company will have no liability due to any suspension, limitation, or termination of Customer’s right to use the Services under this Agreement provided it has delivered written notice to Customer and a reasonable opportunity to cure.

12.3. Termination For Cause. Either party may, upon written notice to the other party, terminate this Agreement, in whole or in part prior to its expiration or completion by either party, and/or any Order Form, in the event of material breach by the other party if such party has failed to cure such breach within thirty (30) days of receiving written notice of such breach from the non-breaching party.

12.4. Effect of Termination. Upon any termination or expiration of this Agreement: (a) the rights to use the Services will automatically terminate; (b) provided that Company is not in uncured material breach of this Agreement all amounts due under this Agreement shall immediately become due and payable; and (c) within thirty (30) days after any such termination or expiration, Company will return to Customer and then delete all Customer Materials, unless otherwise agreed between the parties in writing.

12.5. Survival. The provisions of Sections 1, 3.2, 6, 7, 8, 9, 10, 11.6,  and 12 will survive any termination or expiration of this Agreement.

13 - Miscellaneous

13.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, oral or written, with respect to the subject matter of this Agreement. This Agreement may only be amended in a writing signed by a duly authorized representative of each party or as expressly set forth herein.

13.2. Assignment. Neither party may assign any of its  rights or obligations under this Agreement without the  prior written consent of the other party. However, either party may, without the consent of the other party, assign this Agreement to an entity merging with, consolidating with, or purchasing substantially all its assets or stock, provided that the assignee will assume all rights and obligations under this Agreement, provided that, in the case of Company, any such entity has successfully completed Customer’s due diligence processes and obtains appropriate licenses as required by state gaming regulators. Any  permitted assignment of this Agreement will be binding upon and enforceable by and against the parties’  successors and assigns, and any unauthorized  assignment will be null and void and constitute a breach of this Agreement.

13.3. Relationship of the Parties. The relationship between the parties is that of independent contractors.  Nothing in this Agreement shall be construed to establish any partnership, joint venture, or agency relationship between the parties. Neither party will have the power or authority to bind the other or incur any obligations on the other’s behalf without the other party’s prior written consent.

13.4. No Third-Party Beneficiaries. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any person other than the parties and their respective successors and assigns.

13.5. Waiver. Either party’s failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.  No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the party  granting the waiver.

13.6. Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction such provision will be construed so as to be enforceable to the maximum extent permissible by law, given the fundamental intentions of the parties, and the remaining provisions of this Agreement will remain in full force and effect.

13.7. Force Majeure. Neither party will be responsible for any failure or delay in its performance under this Agreement (except for any payment obligations unless there is a banking failure) due to causes beyond its reasonable control, including labor disputes, strikes, lockouts, pandemics, including, without limitation, COVID 19, cyber security attacks, shortages of or inability to obtain labor, energy, raw materials or supplies, war, terrorism, riot, acts of God or governmental action.  In the event that any delay of distribution of the Ads will last longer than thirty (30) days, either party may terminate the Agreement.

13.8. Export Control. Customer shall not directly or indirectly export, re-export, transfer or release (“export”) any Company products to any destination, person, entity or end use prohibited or restricted under U.S. law without prior U.S. government authorization, notice to Company, and prior written authorization from Company. Without limiting the foregoing, Customer shall not import, export, re-export, transfer (in-country), or permit the import, export, re-export, or transfer (in country) of technology, software, services, or any portion thereof under this Agreement to any sanctioned, denied, or debarred parties, including: (i) parties identified on U.S. Department of State Directorate of Defense Trade Controls’ Debarred List and Nonproliferation Sanctions List; U.S. Department of Commerce’s Bureau of Industry and Security’s Denied Persons List, Unverified List, or Entity List; OFAC’s Specially Designated Nationals and Blocked Persons (“SDN”) List, or Consolidated List; United Nations Security Council Consolidated List , the Sanction List of the Territory or the EU Consolidated List, and any other applicable U.S. government and non-U.S. government lists (together, “Sanctioned Party”); (ii) parties owned or controlled by one or more Sanctioned Parties; or (iii) parties acting on behalf of a Sanctioned Party. Company shall not be required to perform any obligation under this Agreement, and shall not be liable for damages or costs of any kind (including but not limited to penalties) for any delay or non-performance, if Company in its sole discretion determines that such performance would be in violation of, inconsistent with, or could expose it to any negative consequences under this section.

13.9. Governing Law; Jurisdiction. For Customers located in Australia or New Zealand, this Agreement will be governed according to the laws of New Zealand and the parties submit to the exclusive jurisdiction of the High Court of New Zealand.  For Customers located outside of Australia or New Zealand, this Agreement will be governed by and construed in accordance with the laws of the State of Delaware, USA (excluding its body of law controlling conflict of laws) and any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Delaware and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.

13.10. Notices. All notices required or permitted under this Agreement will be in writing and delivered by courier or overnight delivery services, or by certified mail, and in each instance, will be deemed given upon receipt. Either party may change its address  for notices under this Agreement by giving written  notice to the other party by the means specified in this Section.