Terms and Conditions

1. Background

Site Promotions Pty Ltd ("we, us, our") is a multi disciplinary company with interests in energy research and gambling. We have developed computer software which is designed to analyse deceleration of a roulette wheel and ball, which in turn can predict the probability of spin outcomes. The software in conjunction with mobile phone technology together forms the Roulette Computer ("the Product").

2. You agree to comply with our terms and conditions of purchase

The Customer ("you") named in the Purchase Order Form wishes to purchase the Product from us. By signing and lodging the Order, you agree that your purchase is subject to these terms and conditions. No other representations or agreements made between us will apply.

3. Customer Eligibility

3.1 Casino owners or their employees, contractors or agents or competitors in gambling tournaments are not permitted to purchase the Product. By signing the Order, you certify that you are in no way affiliated with any casino in any way and specifically agree that we may conduct a background check to verify the information you give to us.

3.2 You agree to indemnify us against any claims and all damages, liabilities, costs including legal fees directly or indirectly arising from any information supplied by you to us.

4. Product Description and Price

4.1 The Product you have purchased and the price payable for the Product ("Price") is described in the Order. Any upgrades or modifications including wireless software and accessories are not included in the price unless specifically noted on the Order.

4.2 The Price includes unlimited troubleshooting support from us in relation to the technical operation of the Product as required. All support from us including troubleshooting support will be terminated immediately if you breach any term of this Agreement, and you will not be entitled to any refund.

5. Grant of Software Licence

5.1 The Product is made up of several components one of which is computer software developed by us which is pre-programmed onto the hardware ("Software"). We grant you a non-exclusive, non-transferable licence to use the software upon purchase of the Product.

5.2 The licence fee payable for the Software is included in the Price. The licence fee includes any future updates or modifications to the software but not the hardware and you are responsible for all freight charges for return of the Product to us for software update installation and subsequent return to you.

5.3 You may only use the software on the hardware supplied by us as part of the Product. The Software will be registered to a specific user, being the purchaser named on the Order. Any sharing or unauthorised distribution of the Software may be tracked by us and you will be held solely responsible for any losses suffered by us due to such sharing or unauthorised distribution.

5.4 Ongoing supply of access codes to keep the Product functional will be terminated immediately if you breach any term of this Agreement.

6. Orders & Payment

6.1 We will only accept Orders in writing on an approved Purchase Order Form by mail, fax or e-mail. Orders must be electronically signed.

6.2 You must pay the full price for the Product upon acceptance of your Order by us. Payment may be made by cheque, in cash, by direct deposit into our nominated bank account or by international bank draft. No delivery of the Product will occur prior to payment being received in full.

6.3 We will notify you by fax or e-mail when your order has been accepted and advise you of our bank details. We reserve the right to refuse any Order without having to give reasons.

7. Delivery

Delivery times will vary in accordance with the type of Order and will be confirmed at the time of the Order. We will not be liable for delays in delivery or failure to deliver caused by any circumstances beyond our control.

8. Our Responsibilities

8.1 The Product we supply will be of merchantable quality and fit for the purpose for which it was intended to be used as described in Clause 1. A 12 month warranty applies on parts and labour should the Product have a technical defect, including but not limited to software "bugs" and electronic faults of the hardware.

8.2 You must inform us of any defects in the Product within 7 days of receipt of the Product or as soon as you become aware of the defect. No returns will be accepted unless prior approval has been given by an authorised representative of Site Promotions. We will pay for the cost of transporting the defective Products to us only if we have approved in writing those costs prior to the same being incurred by you. We will, at our election, either:
8.2.1 replace or repair the defective Products returned by you and deliver the replaced or repaired Products to you; or
8.2.2 issue a credit for the defective Products. 
8.3 Although the Product is customised we do use existing hardware which we may at times obtain from third party suppliers. We will endeavour to source such hardware from reputable suppliers.

8.4 Subject to Clause 9 we will give you instructions relating to the technical operation of the Product upon purchasing the Product and ongoing support as detailed in Clause 4.2.

8.5 We will ensure that the Product is manufactured in accordance with all relevant laws and regulations.

9. Your Responsibilities

9.1 You understand that the use of the Product is illegal in some casinos. You must seek your own legal advice in relation to your proposed use of the Product. You undertake that you will only use the Product for evaluation purposes in jurisdictions where other uses of the Product are illegal.

9.2 You agree that you are solely responsible for the implementation and use of the Product. We may give instructions on the technical operation of the Product for evaluation purposes and this advice is given in good faith but we make no warranty whatsoever in relation to your use of the Product. The warranties contained in Clause 12 below are made in relation to the effectiveness of the Product in predicting spin outcomes but we make no specific warranties regarding the use of the Product for illegal activity such as cheating in casinos.

9.3 You indemnify and hold us harmless from and against any and all claims, demands, regulatory proceedings and/or causes of action, and all damages, liabilities, costs including legal fees directly or indirectly arising from your reliance or failure to rely on our instructions or from your use or misuse of the Product.

10. Intellectual Property & Copyright

10.1 All Intellectual Property Rights in the Product and Software including copyright, patents, registered and unregistered trademarks, registered or unregistered designs are our property or we have the right to use the Intellectual Property Rights under licence from a third party.

10.2 You may not under any circumstances duplicate or redistribute the Product or seek to manufacture a similar product using the Intellectual Property Rights. You may not under any circumstances copy, reverse engineer, decrypt or otherwise deal with the Software or transfer your rights to the Software licence. You understand that the Software contains various unique embedded tracking codes that identify the original purchaser and that we reserve the right to repossess the Product without refunding you the Price should we become aware that you have breached this Clause 10 in any way.

11. Confidential information

11.1 You agree that you will keep all information received from us relating both to our business and the Product ("Confidential Information) absolutely secret and confidential at all times and you must not use or disclose any Confidential Information or any part of it to any other person.

11.2 You agree that the Confidential Information will not be referred to or disclosed whether in a public or private context without our prior written consent.

11.3 We promise to keep all personal information you give to us strictly confidential at all times and protect your privacy in accordance with the Privacy Act (Cth) and National Privacy Principles.

11.4 You agree to not identify yourself as a purchaser or client of Site Promotions PTY LTD to any party without prior written consent from Promotions PTY LTD

12. 200% Money Back Guarantee (applies only to Hybrid and Uber versions)

12.1 We guarantee that the Product when used correctly can predict the probability of spin outcomes on a Roulette Wheel after a reasonable time. If within 30 days of delivery, you are unable to predict outcomes using the Product with a better than 1 in 35 hit rate, you may bring your own Roulette Wheel and ball in to our offices for testing (casino standard wheels only). If we cannot demonstrate that the Product can predict the spin outcomes using your Roulette Wheel and ball due to reasons other than a technical fault in the Product, at no cost to you, we will develop the software and its algorithms further to predict the outcome of spins specifically for the wheel presented by you. If the new algorithms still do not predict spins with accuracy (exact number hit rate) of better than 1 in 35, we will refund you twice the price you paid for the Product and you keep the Product.

12.2 The above guarantee is made in relation to the technical operation of the Product when used as an evaluation tool only. No guarantees are made relating to the Client's use of the Product in a Casino environment or other unascertainable circumstances.

13. Limitation of Liability

13.1 Apart from the warranty in Clause 8 and the guarantee in Clause 12, all express and implied terms, conditions and warranties which otherwise might apply to your purchase of the Product are expressly excluded other than those terms, conditions and warranties which by law cannot be lawfully be excluded or modified by agreement including without limitation Part V of the Trade Practices Act 1974 (Cth) and the equivalent provisions of the Fair Trading Act 1999 (Vic).

13.2 If we are liable for a breach of a term, condition or warranty described in Clause 13.1 our liability is to the fullest extent permitted by law limited to the cost of replacing the Product.

13.3 We are not responsible for any default of any third party manufacturer or supplier nor for any losses, damages or claims resulting from your use of the Product.

14. GST
If GST is payable on any supply referred to in these terms and conditions, the price payable for the supply will be considered exclusive of GST. You undertake to pay us the amount of such GST in addition to the price payable for that supply subject to us issuing you with a valid tax invoice in accordance with the New Tax System (Goods and Services Tax) Act 1999 (Cth).

15. Waiver

From time to time we or you may not insist on strict compliance with these Terms and Conditions. However this does not mean that we or you cannot insist on performance on another occasion of any part of the Terms and Conditions or the same part that we may have let go in the past.

16. If part of the Agreement is invalid

If any part of these terms and conditions is or becomes invalid, that part will be severed from the terms and conditions. This will not affect the validity of the remaining provisions of the terms and conditions.

17. Dispute resolution just in case we encounter a problem

We ask that if there is a problem or that if you are feeling uneasy at any time, you bring this to our attention as soon as possible. You agree with us that if there is a problem, we will try to resolve it between ourselves. If the problem cannot be resolved by negotiation, the matter will be referred to mediation before a mediator approved by the Law Institute of Victoria and both parties will participate in the mediation process in good faith. Failing mediation, the matter will then be submitted to arbitration in accordance with the Commercial Arbitration Act 1984 (Vic). During the arbitration, we may both be represented by a lawyer and will each bear our own legal costs. You agree with us that litigation in our relationship will only be used as a last resort.

18. Governing law

The laws of Victoria apply to these Terms and Conditions and any disputes will be heard in the courts and tribunals of that State.

19. Variation

Any variation to these Terms and Conditions must be in writing and signed by both parties.

 

Non-Disclosure Agreement

This Agreement is made BETWEEN: Site Promotions Pty Ltd (A.C.N 090 739 754) of Level 1, 23-27 Wellington Street, St. Kilda, VIC, 3182, Australia ("Site Promotions") AND the Recipient named in the order submission form.

RECITALS
A. Site Promotions is a multi disciplinary company with interests in energy research and gambling ("the Business"). Site Promotions has developed computer software which is designed to analyse acceleration and deceleration of a roulette wheel and ball, which in turn can predict the probability of spin outcomes. The software in conjunction with mobile phone technology together forms the Roulette Computer ("the Product"). 
B. Site Promotions seeks to enter into commercial relationships with purchasers and international resellers for the distribution and sale of their Product or with other persons or entities including but not limited to potential agents, investors or partners interested in exploiting the Product and employees, contractors, manufacturers and advisors interested in joining or assisting the Business.
C. The Recipient wishes to enter into discussions to form a Commercial Relationship with Site Promotions.
D. During these discussions there will be the disclosure of Confidential Information about the Product and the Business including design ideas and concepts which has a unique value to Site Promotions.
E. Site Promotions will be prejudiced by any unauthorised use or disclosure of the Confidential Information.
F. The parties agree to disclose and use the Confidential Information as provided in this Agreement.

THE PARTIES AGREE as follows:

Definitions and interpretation
1. In the construction of this Agreement, unless the contrary intention appears:

'Approved purpose' means evaluation by the Recipient of Site Promotions and the Business to decide whether or not to purchase the Product or whether or not to enter into a Commercial Relationship with Site Promotions in relation to the Business.

'Confidential information' means all information provided by Site Promotions or its employees, agents, officers or advisers to the Recipient including:
 technical information, designs, software, photographs, drawings and written work including instructional manuals;
 trade secrets, including ideas, know-how and business concepts not reduced to material form;
 business plans, systems, policies and procedures;
 market information;
 marketing material including website content;
 commercial information about Site Promotions or persons with whom Site Promotions deals, including details of agreements with employees, contractors, customers and others;
 financial information about Site Promotions including pricing structures;
 all intellectual property including registered and unregistered trademarks, designs and work to which copyright applies;
 any information marked "confidential" or which Site Promotions informs the Recipient is confidential or a trade secret;

but excluding:

 information available to the public (other than through disclosure by the Recipient or by a person to whom the Recipient disclosed the Confidential Information);
 information which the Recipient can prove it lawfully possessed before obtaining it in connection with this Agreement;

'Regulatory Body' means any Federal or State Minister of the Crown, government or quasi government agency or statutory authority whose approval or consent is necessary for the Approved Purpose.

Value and ownership
2. The Recipient acknowledges that all of the Confidential Information will at all times remain the absolute property of Site Promotions.

General obligation
3. The Recipient must take all steps necessary to safeguard the confidentiality of the Confidential Information.

Particular obligation
4. The Recipient may use the Confidential Information only:
(1) for the Approved Purpose; or
(2) to the extent and for a purpose to which Site Promotions has consented in writing.

Restrictions
5. Without limiting the generality of the above Clauses, the Recipient MUST not:
(1) profit or cause any other person to profit from the use of the Confidential Information, except in respect of the Approved Purpose;
(2) develop or cause any other person to develop any business idea, enterprise, Product or services based on the Confidential Information without Site Promotions's consent in writing; and
(3) use or disclose to a third party any aspect of the Confidential Information for the purpose of contacting or contracting with any employee or client of Site Promotions.

Permitted Disclosures
6. The Recipient may disclose the Confidential Information only:
(1) to a person, including any and all of its employees, agents, officers or advisers if:
(a) the Recipient has informed that person of the confidential nature of the Confidential Information; and
(b) that person has undertaken in writing to Site Promotions to keep the Confidential Information secret and confidential, on the same terms as those in this Agreement; and
(c) it is necessary for the Recipient to disclose the Confidential Information for the Approved Purpose; or
(2) to the extent and for a purpose to which Site Promotions has consented in writing; or
(3) to the extent required by law.

Printing and Reproduction
7. The Recipient may copy or print the Confidential Information only if Site Promotions has consented in writing.

Communication with Regulatory Body
8. The Recipient may communicate with a Regulatory Body about the Approved Purpose or the Confidential Information only if Site Promotions has consented in writing.

Security
9. The Recipient must 
(1) keep all the Confidential Information in a secure manner.
(2) immediately report to Site Promotions any unauthorised use, disclosure, copy or printing of the Confidential Information of which the Recipient becomes aware.
(3) use its best efforts to obtain the return or destruction or deletion of any unauthorised copy or print-out of the Confidential Information.

Return and Destruction
10. On demand by Site Promotions, the Recipient must:
(1) deliver to Site Promotions all the Confidential Information in the Recipient's possession or control; 
(2) delete all the Confidential Information held electronically in any medium in the Recipient's possession or control; and 
(3) destroy all documents which were prepared by or for the Recipient and which were based wholly or partly on the Confidential Information, and delete all such documents held electronically in any medium in the Recipient's possession or control.

Claims in case of Breach
11. Site Promotions reserves the right to make claims for all remedies available to it against the Recipient in relation to any losses or damage suffered by Site Promotions should the Recipient commit any breach of this Agreement. In addition, supply of all access codes to software will be immediately terminated.

Injunctive relief
12. In the event of a breach or threatened breach of this Agreement, Site Promotions is entitled to injunctive relief in addition to any other remedies available at law or in equity, without showing or proving any actual damage sustained by Site Promotions due to the breach or threatened breach.

Continuing obligations
13. The obligations of the Recipient under this Agreement survive the completion of the Recipient's evaluation of the Business as well as the completion of any agreement in respect of the Approved Purpose, except as otherwise provided by such an agreement.

Licence Rights
14. This Agreement does NOT grant the recipient any licence rights or other rights relating to the Business. Any rights must be detailed in a separate Agreement and signed by both parties.

No Assignment
15. The Recipient must not assign all or any of its rights or obligations under this Agreement without the prior written consent of Site Promotions.

Applicable law
16. This Agreement is governed by the law of the State of Victoria, Australia and the parties submit to the non-exclusive jurisdiction of the courts of that State.

No warranties
17. Site Promotions makes no warranty or representation that the Confidential Information:
(a) is fit for any general, or any particular purpose; and
(b) does not infringe the rights of any other person.

Amendments
18. This Agreement may not be varied except in writing signed by all of the parties.

Severability
19. If any provision of this Agreement is held to be unlawful, invalid, unenforceable or in conflict with any rule of law, statute, ordinance or regulation, it is to be severed so that the validity and enforceability of the remaining provisions are not affected.

Acceptance of Terms
20. Each party agrees to be bound by the terms of this Agreement. The Recipient by signing this Agreement is deemed to have read and understood its terms and to have sought legal advice from an independent legal adviser as to the matters in issue. Should the Recipient elect not to seek independent legal advice, the Recipient by signing this Agreement hereby waives its right to seek same and forever indemnifies Site Promotions from any claim arising from misinterpretation or misunderstanding of the terms of this Agreement. This Agreement will be effective when the order submission form is submitted.