PokerGFX Terms & Conditions
Last Updated: December 6, 2024
These PokerGFX Terms & Conditions (the "Terms") contain the terms and conditions that govern your access to and use of the PokerGFX websites located at www.pokergfx.io, www.videopokertable.net, and www.livepokergfx.com (collectively, the "Site") and the PokerGFX Products (as defined below) and services made available through the Site. These Terms are an agreement between PokerGFX LLC (referred to herein as "PokerGFX," "we," "us," or "our") and you (if you are an individual agreeing to these Terms on your own behalf) or the entity you represent (referred to herein as "Customer", "you", or "your"). Please read these Terms carefully because they govern your access to and use of the Site and PokerGFX Products, and your receipt of services from PokerGFX. If you have entered into a separate written agreement with PokerGFX prior to December 6, 2024, to receive hardware, software, services, or other technology from PokerGFX ("Customer Agreement"), the Customer Agreement (and not these Terms) will govern your access and use to any such services, software, and other technology, until such time as you have purchased software or hardware from PokerGFX and have clicked through the acceptance of these Terms. Definitions for capitalized terms that are not defined within the applicable provision can be found in Section 15 of these Terms.
IMPORTANT NOTICE: THESE TERMS ARE SUBJECT TO (I) AUTOMATIC RENEWALS AS DETAILED IN SECTIONS 7(D) AND 12(A) AND (II) BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN SECTION 13.
Agreement to Terms. By accessing the Site, or clicking the "I Accept" button or checking the box reflecting your agreement to these Terms when purchasing or licensing PokerGFX Products, you are confirming that you have read and accept these Terms. If you don't agree to be bound by these Terms, do not click on any button indicating your acceptance of these Terms and do not use the Site or PokerGFX Products. If you are accessing and using the Site and PokerGFX Products on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. Customer represents and warrants that all information Customer provides to us is accurate, complete, and not misleading.
Privacy Policy. Please review our Privacy Policy at www.pokergfx.io/privacy-policy for information on how we collect, use, and share your information. Use of the Site and the PokerGFX Products indicates your acceptance of the Privacy Policy.
Changes to these Terms or the GFX Offerings.
Changes to Terms. We may update these Terms from time to time in our sole discretion. If we do, we'll let you know by posting the updated Terms on the Site and/or we may notice by e-mail. It's important that you review the Terms whenever we update them. If you affirmatively accept the updated Terms (i.e., by clicking "I Accept") or continue to use the Site and/or the PokerGFX Products after we have posted or provided notice of updated Terms, it means that you accept and agree to the changes. If you don't agree to be bound by the changes, you may not continue to use the Site or PokerGFX Products. If we change the Terms in a manner that materially prejudices you with respect to PokerGFX Software for which you have paid in advance, you may terminate your license by providing written notice to us, and we will provide a refund for the portion of Fees for such PokerGFX Software, prorated based on any duration of your current License Period that remains after receipt of your notice.
Changes to GFX Offerings. Because our offerings are evolving over time we may change or discontinue all or any part of the PokerGFX Products at any time in our sole discretion. If we discontinue or reduce the functionality of all or a part of the PokerGFX Software for which you have paid in advance, we will refund to you a portion of Fees for such PokerGFX Software or part thereof (as applicable), prorated based on any duration of your then-current License Period that remains after such discontinuation or reduction.
PokerGFX Software.
Access Rights. Subject to Customer's compliance with these Terms (including, without limitation, the prohibitions in Section 6 (Prohibitions) and payment of the applicable Fees in accordance with Section 7 (Fees and Payment)), PokerGFX hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable license: (i) to use the PokerGFX Software during the applicable License Term solely for the Permitted Use; and (ii) to reproduce the PokerGFX Software solely for purposes of using the software described in Section 4(a)(i), provided that Customer reproduces on it all copyright and other proprietary notices that are on the original copy of the PokerGFX Software.
Access Credentials. Customer (and its Authorized Users) will be provided one (1) USB security dongle for each license of PokerGFX Software ("Access Credentials") and must use the Access Credentials when operating the PokerGFX Software. Customer will use all reasonable means to secure Access Credentials and any other access credentials for any hardware and software used to access the PokerGFX Software in accordance with customary security protocols and will promptly notify PokerGFX if Customer knows or reasonably suspects that any Access Credentials have been compromised. Customer is responsible and liable hereunder for any use of the PokerGFX Software that occurs under Customer's Access Credentials. Customer will, and will require all Authorized Users to, use all reasonable means to secure usernames, passwords, and other access credentials for hardware and software used to access the PokerGFX Software in accordance with customary security protocols, and will promptly notify PokerGFX if Customer knows or reasonably suspects that any username and/or password has been compromised. Additionally, Customer will use prevent third-parties from accessing the PokerGFX Software with measures no less than it uses to prevent third-parties from accessing Customer's high-value trade secrets and, in any event, no later than reasonable efforts.
Authorized Users. Customer will not allow any Person that is not an Authorized User to access or use the PokerGFX Software. Customer will ensure that each Authorized User complies with all applicable terms and conditions of these Terms, and Customer is fully responsible and will be liable hereunder for the acts or omissions by Authorized Users in connection with their use of the PokerGFX Software.
Site Account. To complete certain purchases at the Site, you will need a PokerGFX account. You agree to provide us with accurate, complete, and current account information and keep this information up to date with PokerGFX. You agree to keep the account details and password confidential, and to notify us promptly of any unauthorized use of which you are aware. You understand and agree that you are responsible for all activities that occur under your PokerGFX account.
Monitoring & Managing Use.
Metering Server. The Customer shall ensure that the PokerGFX Software is connected to the Metering Server when initially activating a license and when a license renews. The Customer acknowledges and agrees that if a connection to the Metering Server is not made as set forth above, the operation of the PokerGFX Software shall be automatically suspended, and PokerGFX shall not be liable for any damages incurred by the Customer due to such suspension.
Network Requirements. Customer will only use the PokerGFX Software in an environment that utilizes the Customer's internal network or VPN or within a cloud environment to which Customer has exclusive access. Customer shall be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the PokerGFX Products, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing.
PokerGFX Hardware Products. PokerGFX will ship PokerGFX Hardware Products after Customer has made full payment. All PokerGFX Hardware Products shall be packed for shipment in PokerGFX's standard packaging, marked for shipment to the address specified in Customer's order and delivered to a carrier for forwarding to Customer. All shipments will be F.C.A. delivery to the carrier location (Incoterms 2020). Upon delivery to the carrier, title to and all risk of damage to or loss of the GFX Hardware Products shall pass to Customer. All freight, insurance and other shipping expenses, as well as any special packing expenses, shall be borne by Customer. Quoted shipment dates are estimates only.
Prohibitions. Customer will not at any time, and will not permit any Person to, directly or indirectly:
use or access any PokerGFX Software for any purpose outside the Permitted Use;
modify or create derivative works of any PokerGFX Software or Documentation in whole or in part;
transfer, disclose, or otherwise distribute or allow direct access or use of any PokerGFX Software by or to any third party (except in accordance with Section 14(f) (Assignment));
frame, mirror, sell, lease, lend or rent the PokerGFX Software or use the PokerGFX Software to provide service bureau, time sharing, rental, application services provider, hosting or other computer services to third parties;
reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain improper access to any PokerGFX Product, in whole or in part, except to the extent such restrictions are prohibited by law;
use any PokerGFX Product or Documentation in any manner or for any purpose that violates any applicable law or regulation;
circumvent, disable, or otherwise interfere, directly or indirectly, with any security-related features of any PokerGFX Product;
use any PokerGFX Products: (i) for benchmarking or competitive analysis, (ii) to develop, operate, commercialize, license, sell, or otherwise provide any product, service or technology that could, directly or indirectly, compete with any PokerGFX Product or any other products or services offered by PokerGFX or its Affiliates, or (iii) to provide third parties with products, software, or services similar to any PokerGFX Products or any other products or services offered by PokerGFX or its Affiliates; or
enable or allow any third-party to do any of the foregoing.
Without limiting PokerGFX's other rights or remedies under these Terms, PokerGFX may immediately cancel, terminate, suspend, or place limits on Customer's access to the PokerGFX Products if PokerGFX determines that Customer or its Authorized Users: (i) have engaged in or enabled any activity prohibited by this Section 6 (Prohibitions) or (ii) is a competitor of PokerGFX or any of its Affiliates, as determined by PokerGFX in its sole discretion.
Fees and Payment. Customer will pay to PokerGFX the following fees in accordance with the following terms:
Fees for PokerGFX Software. The license fees for the PokerGFX Software are presented on the Site during the ordering process and will be due in advance for each License Period and Renewal Period during the License Term. PokerGFX may change the prices for PokerGFX Software at any time by providing notice; provided that such pricing changes will only apply to Renewal Periods that commence after such notice. If Customer does not agree to these price changes, Customer must cancel the PokerGFX Software license before the commencement of the Renewal Period that follows such notice or Customer will be subject to the increased license fees. Customer may terminate the PokerGFX license as provided in Section 12 below.
Fees for PokerGFX Hardware Products. The pricing for the PokerGFX Hardware Products are presented on the Site during the ordering process and will be due in advance at the time you place the order.
Payment Process. Payments due to PokerGFX under these Terms must be made in U.S. dollars and will be enabled by PayPal or another third-party payment processor of PokerGFX to which Customer provides its credit card information or a different payment method set forth by PokerGFX. All payments are non-refundable and non-reversible, and Customer will have no right to set off, discount, or otherwise reduce or refuse to pay any amounts due under these Terms. If Customer fails to make any payment when due, late charges will accrue at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law, and PokerGFX may suspend all PokerGFX Software licenses until all payments are made in full. Customer will reimburse PokerGFX for all reasonable costs and expenses incurred (including reasonable attorneys' fees) in collecting any late payments or interest. Customer is solely responsible for providing accurate information to third-party payment service providers, and PokerGFX has no responsibility for verifying, confirming, or otherwise monitoring the information Customer provides to such third-party service providers. Customer understands and agrees to assume full responsibility for all of the risks of accessing and using the payment processing services.
AUTOMATIC RENEWALS. THE POKERGFX SOFTWARE LICENSE AUTOMATICALLY RENEWS FOR RENEWAL PERIODS. UNLESS YOU NOTIFY US BEFORE THE END OF THE THEN-CURRENT LICENSE PERIOD OR RENEWAL PERIOD THAT YOU WANT TO CANCEL OR DO NOT WANT TO AUTO RENEW, YOU UNDERSTAND YOUR LICENSE WILL AUTOMATICALLY RENEW AND YOU AUTHORIZE POKERGFX (WITHOUT NOTICE TO YOU OR APPROVAL BY YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO COLLECT THE THEN-APPLICABLE FEES FOR EACH RENEWAL PERIOD USING CUSTOMER'S AUTHORIZED PAYMENT METHOD. CUSTOMER MUST PROVIDE NOTICE OF NON-RENEWAL PURSUANT TO SECTION 12(A) TO TERMINATE ITS LICENSE TO THE POKERGFX SOFTWARE AND NOT PAY FOR FUTURE RENEWAL PERIODS.
Taxes. Customer is responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority due for the transactions or payments hereunder, other than any taxes imposed on PokerGFX's income. Without limiting the foregoing, in the event that Customer is required to deduct or withhold any taxes from the amounts payable to PokerGFX hereunder, Customer will pay an additional amount, so that PokerGFX receives the amounts due to it hereunder in full, as if there were no withholding or deduction.
Intellectual Property & Data.
PokerGFX IP. Subject to the limited rights expressly granted hereunder, PokerGFX reserves and, as between the parties, will solely own the PokerGFX IP and all rights, title and interest in and to the PokerGFX IP. PokerGFX Software is licensed and not sold, and Customer's rights to access a PokerGFX Software will be limited to those expressly set forth in these Terms, and Customer will not access or use the PokerGFX Software other than as expressly set forth herein. PokerGFX reserves all rights in and to the PokerGFX IP. Customer will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices appearing on any PokerGFX IP, and Customer will reproduce such notices on all copies it makes of the PokerGFX Software. Without limiting the disclaimers in Section 9 (Warranty And Other Disclaimers), any software enhancements, improvements, updates, new versions, bug fixes, and other modifications that PokerGFX does make available to Customer are deemed to be included within the definition of the PokerGFX Software and subject to these Terms.
Feedback. From time-to-time Customer or its employees, contractors, or representatives may provide PokerGFX with suggestions, comments, feedback or the like with regard to a PokerGFX Product (collectively, "Feedback"). Customer hereby grants PokerGFX a perpetual, irrevocable, sublicensable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with PokerGFX's and its Affiliates' business purposes, including, without limitation, the testing, development, maintenance and improvement of the PokerGFX Products and PokerGFX's other products and services.
Open-Source Works. The PokerGFX Software may include open-source software, as identified in a readme file, notice file, or the applicable Documentation, which are licensed under open source or similar license terms (the "Open-Source Works"). Customer's rights to use the Open-Source Works under such terms are not restricted in any way by these Terms. The applicable terms associated with these separate works can be found in the readme files, notice files or in the Documentation.
Usage Data. PokerGFX may collect or generate Usage Data based on Customer's use of the PokerGFX Software or Site and reserves the right to use and disclose it for any purposes related to its products or business. The Customer agrees to the foregoing information collection, generation, use, and disclosure.
WARRANTY AND OTHER DISCLAIMERS. THE POKERGFX PRODUCTS AND SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND POKERGFX MAKES NO WARRANTIES OR REPRESENTATIONS TO CUSTOMER, ITS AUTHORIZED USERS, OR TO ANY OTHER PARTY REGARDING THE POKERGFX PRODUCTS OR SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, POKERGFX HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, POKERGFX HEREBY DISCLAIMS ANY WARRANTY THAT USE OF THE POKERGFX PRODUCTS OR RECEIPT OF SERVICES WILL BE ERROR-FREE, BUG-FREE, OR UNINTERRUPTED. CUSTOMER ASSUMES SOLE RESPONSIBILITY AND LIABILITY FOR RESULTS OBTAINED FROM THE USE OF THE POKERGFX PRODUCTS AND FOR CONCLUSIONS DRAWN FROM SUCH USE. POKERGFX PRODUCTS ARE NOT COMPATIBLE WITH ALL OPERATING SYSTEMS AND OTHER INTERACTING TECHNOLOGIES. PLEASE REFER TO THE DOCUMENTATION TO ASSESS IF YOUR OPERATING SYSTEMS AND OTHER INTERACTING TECHNOLOGIES ARE COMPATIBLE WITH THE POKERGFX PRODUCTS.
Indemnification. Customer agrees to indemnify, defend, and hold harmless PokerGFX and its Affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, fees of any kind (including reasonable attorneys' fees and legal costs), arising from or relating to: (a) the use of the Site or PokerGFX Products by Customer or any of Customer's Authorized Users; or (b) the violation of these Terms by Customer or any of Customer's Authorized Users. Without limiting Customer's obligation to indemnify and hold harmless, PokerGFX reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer. If PokerGFX assumes the defense of such a matter, Customer will reasonably cooperate with PokerGFX in such defense.
Limitations of Liability.
Exclusion of Damages. IN NO EVENT WILL POKERGFX OR ITS AFFILIATES BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF INCOME, DATA, PROFITS, OR REVENUE, BUSINESS INTERRUPTION, OR THE COST OF SUBSTITUTE PRODUCTS OR OTHER ECONOMIC LOSS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE POKERGFX PRODUCTS OR SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT POKERGFX WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
Total Liability. IN NO EVENT WILL POKERGFX'S TOTAL LIABILITY TO CUSTOMER, ITS AUTHORIZED USERS, OR ANY THIRD-PARTIES IN CONNECTION WITH THESE TERMS, THE POKERGFX IP, OR THE PROVISION OF THE POKERGFX PRODUCTS OR SERVICES EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO POKERGFX FOR THE APPLICABLE POKERGFX PRODUCT OR SERVICE THAT IS THE SUBJECT OF THE CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, REGARDLESS OF THE NATURE OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT POKERGFX WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
Basis of the Bargain. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 11 ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN POKERGFX AND CUSTOMER, AND WILL APPLY EVEN IF THE REMEDIES AVAILABLE HEREUNDER ARE FOUND TO FAIL THEIR ESSENTIAL PURPOSE.
PokerGFX Software License Term, Suspension, & Termination.
Duration of License. Customer's license to use the PokerGFX Software will commence upon completion of the order and will continue until the earlier of (i) termination of the license as provided below or (ii) expiration of the applicable License Term. The License Term commences with an initial License Period of one (1) year and will renew for successive one (1) year Renewal Periods at the end of the License Period and any applicable Renewal Period, unless either party provides notice of non-renewal at least thirty (30) days prior to the end of the License Period or then-current Renewal Period. Customer may provide notice of non-renewal by email to support@pokergfx.io or by calling (866) 79-POKER [(866) 797-6537].
Temporary Suspension. PokerGFX may suspend Customer's or any Authorized User's right to access or use any portion or all of the PokerGFX Software immediately upon notice to Customer if PokerGFX reasonably determines Customer is in material breach of these Terms. Customer will be responsible for all fees and charges incurred during the period of suspension.
Termination.
Without limiting any other termination rights under these Terms, each party will have the right to terminate a PokerGFX Software license if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after notice thereof.
PokerGFX may terminate the license for PokerGFX Software upon notice to Customer if Customer has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of Customer's assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
Effect of Termination. Upon expiration or termination of Customer's license to PokerGFX Software: (A) the rights granted to use the PokerGFX Software immediately terminate; (B) Customer will immediately cease all use of the PokerGFX Software and Customer will delete any PokerGFX Software in its possession or control; and (C) Fees paid for PokerGFX Products are non-refundable and will not be returned to Customer, except as set forth in Section 3.
Dispute Resolution.
Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms, the breach, termination, enforcement, interpretation or validity thereof, or the use of the Site and/or the PokerGFX Products or services (collectively, "Disputes") will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. Customer and PokerGFX agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that Customer and PokerGFX are each waiving the right to a trial by jury or to participate in a class action. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. This arbitration provision shall survive termination of any license to use the PokerGFX Software.
Exception and Opt-out. As a limited exception to Section 13(a) above PokerGFX retains the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the misuse, infringement or misappropriation of PokerGFX's intellectual property rights. If Customer is an individual and not a business entity, Customer has the right to opt out of the requirement of binding arbitration within thirty (30) days of the date Customer first accepted these Terms by emailing support@pokergfx.io. To be effective, the opt-out notice must include Customer's name, mailing address, and email address. The notice must also clearly indicate Customer's intent to opt out of binding arbitration in order to be valid.
Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
Location. If an in-person hearing is required, the hearing will take place in Las Vegas, Nevada, unless the Customer is an individual and the arbitrator determines that this would pose a hardship for Customer, in which case the location for any in-person hearing will be determined by the applicable AAA Rules.
Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules.
Injunctive and Declaratory Relief. Except as provided in Section 13(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
Class Action Waiver. CUSTOMER AND POKERGFX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties' dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
Effect of Changes on Arbitration. Notwithstanding the provisions of Section 3(a) (Changes to Terms) above, if PokerGFX changes any of the terms of this Section 13 (Dispute Resolution) after the date you most recently accepted these Terms, you may reject any such change by sending us written notice (including by email to support@pokergfx.io) within 30 days of the date such change became effective, as indicated in the "Last Updated" date above or in the date of PokerGFX's notice to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and PokerGFX in accordance with the terms of this Section 13 (Dispute Resolution) as of the date you most recently accepted these Terms.
Severability. With the exception of any of the provisions in Section 13(g) of these Terms (Class Action Waiver), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
General.
Entire Agreement. Unless you have entered into a Customer Agreement with PokerGFX prior to December 6, 2024, these Terms constitute the complete and exclusive understanding and agreement between the parties regarding their subject matter and supersede all prior or contemporaneous agreements or understandings, written or oral, relating to the subject matter hereof. PokerGFX will not be bound by the terms within any of Customer's purchase orders.
Notices. All notices required or permitted under these Terms will be to the other party's e-mail address. The e-mail Customer submits during the registration process will be Customer's notice e-mail, and support@pokergfx.io will be PokerGFX's notice e-mail. The date of receipt will be deemed the date on which such notice is transmitted. Either party may change its addresses for notices under these Terms by giving notice to the other party by the means specified in this section.
Waiver. Either party's failure to enforce any provision of these Terms will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of these Terms will be effective unless it is in writing and signed by the party granting the waiver.
Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the parties, and the remaining provisions of these Terms will remain in full force and effect.
Governing Law; Jurisdiction. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Nevada, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 13 (Dispute Resolution) the exclusive jurisdiction for all Disputes (defined below) that you and PokerGFX are not required to arbitrate will be the state and federal courts located in Clark County, Nevada, and you and PokerGFX each waive any objection to jurisdiction and venue in such courts.
Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without PokerGFX's prior written consent, except that, notwithstanding the foregoing, Customers that are business entities (i.e., not an individual) may assign these Terms to a third-party that (i) merges with the Customer or acquires the Customer or all or substantially all of the assets of the Customer and (ii) agrees in writing to be bound by these Terms. Any attempt by you to assign or transfer these Terms in violation of this section will be null and void. PokerGFX may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Equitable Relief. Customer agrees that a breach or threatened breach of any of Customer's obligations under Section 6 (Prohibitions) will cause PokerGFX irreparable harm and significant damages for which there may be no adequate remedy under law and that, in the event of such breach or threatened breach, PokerGFX will have the right to seek immediate equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
Force Majeure. Neither party will be responsible for any failure or delay in the performance of its obligations under these Terms (except for any payment obligations) due to causes beyond its reasonable control, which may include, without limitation, pandemics, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of service or other malicious attacks, communications failure or degradation, material changes in law, war, terrorism, riot, or acts of God or governmental action.
Export Regulation. Customer will comply with all applicable federal laws, regulations and rules that prohibit or restrict the export or re-export of the PokerGFX Products, outside the United States ("Export Rules"), and will complete all undertakings required by Export Rules, including obtaining any necessary export license or other governmental approval.
Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing in these Terms 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.
No Third-Party Beneficiaries. No provision of these Terms 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.
Definitions.
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with PokerGFX, now or anytime in the future, and "control" means having ownership of more than fifty percent (50%) of the equity securities entitled to vote for the election of directors (or, in the case of an entity that is not a corporation, for the election of the corresponding managing authority).
"Authorized User" means an employee or contractor of Customer that Customer has authorized to use the PokerGFX Products on behalf of Customer.
"Documentation" means the then-current standard user documentation for the applicable PokerGFX Product that PokerGFX makes available at https://pokergfx.io/Download.aspx, as such materials are updated by PokerGFX from time to time.
"Fees" means the fees for the applicable PokerGFX Product, as set forth on the Site during the ordering process.
"Intellectual Property Rights" means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, trademarks, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.
"License Period" means one (1) year commencing on the order date of the PokerGFX Software.
"License Term" means the License Period and any applicable Renewal Periods.
"Metering Server" means the servers operated by PokerGFX or its Affiliates for (1) use authentication, (2) receiving heartbeats from running PokerGFX Software to track usage, and (3) collecting Usage Data.
"Permitted Use" means use of the PokerGFX Software in connection with generating graphics for one gaming table at any given time.
"Person" means any individual, corporation, partnership, trust, limited liability company, association, governmental authority or other entity.
"PokerGFX Hardware Products" means any physical products that PokerGFX makes available through the Site, including but not limited to any physical products or components that accompany any PokerGFX Software.
"PokerGFX IP" means the Site and all content provided on the Site, PokerGFX Products and Documentation, the software and technology used to provide the PokerGFX Products, all improvements, modifications, enhancements, updates, and/or bug fixes to, or derivative works of, the foregoing, and all Intellectual Property Rights in and to any of the foregoing.
"PokerGFX Software" means any and all software made available by PokerGFX, including but not limited to the standard PokerGFX software and the PokerGFX PRO software.
"PokerGFX Products" the PokerGFX Software and PokerGFX Hardware Products.
"Renewal Period" means a one (1) year renewal period for a PokerGFX Software license that commences at the end of a License Period or a preceding Renewal Period.
"Usage Data" means any data that is generated or derived from Customer's and/or its Authorized Users' use of the PokerGFX Software or the Site, including, without limitation, any usage data or trends with respect to the PokerGFX Software or Site.