Terms and Conditions

PLEASE READ THIS LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE USING ANY WMS GRAPHICS KIT. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT ATTEMPT TO ACCESS OR USE ANY WMS GRAPHICS KIT.

1. GENERAL

   The terms of this License will govern your use of Graphics Kits. All images within Graphics Kits are licensed to you by WMS Gaming Inc. ("WMS") for use only under the terms of this License, and WMS reserves all rights not expressly granted to you herein.

2. LICENSE

   This License allows you to reproduce, distribute, and display the images in the Graphics Kits solely for the purposes of promoting, marketing, and advertising WMS products and services. These rights are personal to you, and you may not assign, lease, lend, sell, sublicense, or transfer these rights in any way without the prior written consent of WMS.

3. QUALITY

   Upon any and all requests from WMS, you will provide WMS with samples of all of your uses and planned uses of materials from the Graphics Kits. You will use the images in the Graphics Kits only as provided, and will not alter them in any way other than to proportionately modify their dimensions (e.g., increase to non-standard poster or duratrans size) for an approved use. In all of your uses of materials from the Graphics Kits, you will ensure such materials, and the associated goods and services: (a) are shown only in the best light, and in a manner or context that reflects favorably on WMS, its goods and services, and, as applicable, its licensors, and (b) do not appear in a context depicting, containing or implicating bad taste, violence, material of a sexual nature, profanity, or illegal activities.

4. NOTICES

   You shall use proper copyright notices and ownership statements with each of your uses of the materials from the Graphics Kits.

5. TERMINATION

   This License is effective until terminated. Your rights under this License and under any other Graphics Kit licenses granted to you by WMS, will terminate automatically without notice from WMS if you fail to comply with any term(s) of this License, and you will not have the opportunity to reinstate this license, or any of your other Graphics Kit licenses, without the prior written permission of WMS. Upon termination of this License, you shall cease all use of Graphics Kits and destroy them. WMS also reserves the right, at any time and in its sole discretion, to require you to modify or terminate use of any promotional, marketing or advertising piece utilizing materials from the Graphics Kits. WMS reserves the right to terminate this License and any other Graphics Kit licenses at any time in its sole and absolute discretion.

6. DISCLAIMER OF WARRANTIES

   WMS DISCLAIMS ANY AND ALL WARRANTIES, EXPRESSED OR IMPLIED WITH REGARD TO THE GRAPHICS KITS AND THEIR CONTENTS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ANY USE OF THE GRAPHICS KITS AND THEIR CONTENTS IS AT YOUR OWN RISK.

7. INDEMNIFICATION

   You covenant and agree to indemnify, defend, and hold WMS, its parent, its licensors, their respective affiliates and subsidiaries, and their respective directors, officers, shareholders, agents and employees, free, clear and harmless of and from any and all claims, liabilities, judgments, damages, costs and expenses including, without limitation, reasonable attorneys' fees and expert witness fees, arising directly or indirectly out of your use of the Graphics Kits, their contents and/or your breach of any of the terms or conditions of this License.

8. ATTORNEYS' FEES

   If any legal action is necessary to enforce the terms of this License, WMS shall be entitled to reasonable attorneys' fees and expenses in addition to any other relief granted to WMS.

9. RELATIONSHIP OF THE PARTIES

   This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture between WMS and you. Neither you nor WMS is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other party or to bind the other party in any manner.

10. INJUNCTIVE RELIEF

    You acknowledge and agree that: (a) the obligations contained in this License relate to special, unique, and extraordinary matters, (b) a violation of any of your obligations hereunder will cause WMS and/or its licensors irreparable injury for which an adequate remedy at law will not be available, and (c) in the event of your breach or alleged breach of an obligation hereunder, WMS and/or its licensors shall be entitled to the immediate remedy of a temporary restraining order, preliminary injunction or such other form of injunctive or equitable relief without the need to post bond or other security. Also, in the event of your breach or alleged breach of an obligation hereunder, you hereby waive any claim or defense that WMS has an adequate remedy at law or has not, or is not being, irreparably injured by such breach.

11. CONTROLLING LAW AND SEVERABILITY

    This License shall be deemed to have been entered into in the State of Illinois, and shall be interpreted and construed in accordance with the laws of the State of Illinois without regard to conflict of laws principles. Any dispute under this Agreement shall be decided in the federal or state courts located in Cook County, Illinois, and the parties hereby consent to personal jurisdiction in said courts. If for any reasons a court of competent jurisdiction finds any provision in this License, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.

12. CONSTRUCTION

    The rule of contract construction providing that ambiguities are resolved against the drafter shall not apply to any provision of this License.

13. WAIVER OF DEFAULT

    The failure of WMS to insist upon the strict performance of any of the provisions of this License, or the failure of WMS to exercise any right, option or remedy hereby reserved, shall not be construed as a waiver for the future of any such provision, right, option or remedy, or as a waiver of any subsequent breach thereof.

14. SURVIVAL

    The termination of this License shall not affect those provisions that by the nature thereof are intended to survive termination.

15. COMPLETE AGREEMENT AND MODIFICATION

    This License constitutes the entire agreement between the parties with respect to the use of the Graphics Kits licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No waiver or modification of any of the terms of this License shall be valid unless it is in writing.