NATURAL LABORATORIES Pty Ltd (“we, us, our”) is a multi disciplinary company with interests in gaming technology. 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 of some but not all roulette wheels with sufficient accuracy to overcome the “house edge”. The software in conjunction with mobile phone and computer technology together with other items on the purchase order form (or in our email to you) “the Product”.
2. You agree to comply with our terms and conditions of purchase
The Customer (“you” or the “recipient”) named in the Payment Registration Form wishes to purchase the Product from us. By submitting the Payment Registration Form, 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 submitting the Payment Registration Form, 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 our notice sent to you, and in this agreement although the description in this agreement shall take precedence if there are conflicting descriptions. Any upgrades or modifications including accessories are not included in the price unless specifically noted by us.
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 – some 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 in the Payment Registration Form. Any sharing or unauthorized 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 unauthorized distribution.
5.4 If any apply, 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 submitted via the Payment Registration Form. Your submission of the Payment Registration Form shall constitute your acceptance to these terms.
6.2 You must pay the required amounts detailed in the notice sent to you.
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. Physical items shipped are insured.
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 labor 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 30 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 authorized representative of Natural Laboratories Pty Ltd. 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 customized we do use existing hardware which we may at times obtain from third party suppliers. We will endeavor 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 agree to only use the Product legally.
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 on particular roulette wheels, 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 terminate your access to the Product without refunding you should we become aware that you have breached this agreement 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 will 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 client of Natural Laboratories Pty Ltd, or user of the product, to any party without prior written consent from us.
12. Limitation of Liability
12.1 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).
12.2 If we are liable for a breach of a term, condition or warranty, our liability is limited to replacing the cost of the Product.
12.3 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.
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).
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.
15. 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.
16. 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.
17. 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.
Any variation to these Terms and Conditions must be in writing and signed by both parties.
19. Initial payment (deposit) & remaining payment
When demonstrations are provided before purchase:
19.1 Upon receipt of the initial payment (deposit, if any), we will demonstrate the product (the Evaluation) to you either in person or via live webcam. Because the Evaluation takes the time of our staff, the deposit is non-refundable except in circumstances where the demonstration described in clause 20 is unsuccessful. If you decide not to purchase for any other reason, the initial payment (deposit) will be considered reimbursement for our time to demonstrate the product to you.
19.2 You agree and understand not to hold us responsible for delays from the time between the deposit receipt and the demonstration. The remaining payment for the product is payable following the demonstration.
19.3 Instead of a demonstration, you may choose to see alternate proof such as video recordings of application in real casinos.
20. Evaluation before purchase
Before purchasing, you may evaluate the product via a variety of options we provide. This may include but is not limited to live demonstrations, and viewing recorded sessions of real application. If you do not find the options or result of the evaluation(s) acceptable, do not proceed to purchase.
By paying the balance or proceeding to purchase, you agree that you have completed your evaluation of the product, that the product is as we claim, and our providing of the product “as is”, with the required technical support, fulfills our obligations to you.
21. Remote Hybrid and Remote Uber product and service definitions
21.1 The “Remote Hybrid” or “Remote Uber” is a combination of both a “product” and “service”, although it is still collectively referred to as the “product”.
The parts of the “Remote Hybrid” and “Remote Uber” which are a service are:
i. Your remote access to the server and software, which you are licensed to use for the minimum agreed period – whether or not you use it, and,
ii. Our time to manage the server and its network, and
iii. Technical support and consulting we provide to you.
The parts that are a “product” are:
i. Any physical hardware, including but not limited to mobile phones.
Alternatively, at any time and at our sole discretion, and for any reason we deem appropriate, we may opt to send you software and instructions for you to run a server by yourself. In this case, you must supply your own hardware, and:
i. The software will restrict the total amount of teams you may manage (to no more than 2 teams in total, with 3 players each), and the specific hardware they may use. This hardware (6 phones in total) may be transferred to other individuals, although you will not be licensed for additional hardware (phones) to maintain more than 2 teams. You understand this is necessary to ensure we are able to maintain our agreements with other entities,
ii. This will complete our obligations to you, with your purchase now being exclusively for a “product” (excluding “service”), and
iii. We will not be required to manage servers for you, or to provide any further service, and
iv. We will still endeavor to provide you with continued technical support, although it would not be our obligation to do so.
21.2 A server will be assigned to you, and managed by us. You may access it at any time, although you must schedule a time with our booking process at least 24hrs in advance. Your server will be online for any time period you request. However, to minimize resource wastage, you agree to schedule only periods in which you intend to actually use the server, rather than having us leaving your server online perpetually.
We will endeavor to provide this service for as long as we or our subsidiaries exist. However, our official legal obligation is to provide the service to you for a minimum of 12 months following the date of your order. If we are unable to meet our obligations, or if we cease providing the service at any time and for any reason (including before or after the 12 months elapses), you will be sent the full server software, and instructions so you may run a server on your own hardware without needing our resources or staff. In this case, the software is provided with complete instructions to run your own server. You must supply your own hardware (server).
21.3 You agree to follow the guidelines for use of the product, which we may update from time to time. You will be notified of updates to the guidelines, and it is your responsibility to follow them. The current guidelines include to not do or attempt to do any of the following with the server:
- Access any files, folders or icons that are not on the server desktop (the screen you see first)
- Connect using any software other than what is specified by the instructions
- Transfer any files (to or from)
- Access the internet through the server
- Run, install or edit any files other than what is required to use the server as intended
- Obtain system information
- Take screenshots of software
- Change any settings
- Probe the network (pings, port scans etc)
- Disable any software or services
- Access the task manager or any command prompt
- Break any laws
- Log on with another user’s credentials
- Allow another individual to use your logon credentials
- Anything else that is not required for the intended use of the server
21.4 You understand and agree that all activity, including video from the camera, is logged. This is for the purpose of ensuring compliance with these terms, and providing support to you. The recordings and logs are kept private, and will never be made available to anyone other than our staff, except where required by law.
21.5 If we reasonably believe you are breaking laws, we will restrict your access to the server. However, we are a service provider and it is not our responsibility to ensure your compliance with laws. You agree to be fully responsible for any unlawful use (accidental or not) of our products or services.
21.6 Your access to the server requires you to subscribe to the services of a telecommunications company, which will provide your phones with Internet access via GSM or wifi. You agree to be fully responsible for your legal use of such services, and associated expenses.
22. Remote Hybrid and Hybrid Hardware and Capabilities
22.1 The “Remote Hybrid” uses powerful remote servers that process complex algorithms. It can track the roulette wheel rotor at any orientation (provided the green zero is visible), and requires only one ball revolution to calculate a prediction. It can calculate predictions within 4 seconds (in typical conditions).
22.2 Until faster and more capable hardware that is approved by us is available, the Remote Hybrid may only be used on servers we maintain. You will not pay for any hardware upgrades to servers we maintain.
In addition to the non-disclosure agreement, you must not reveal to any other individual that you are a user of the product, unless we provide prior written consent.
24. Termination of service or access to the product
Breach of any of the terms will result in termination of your access to the server, and you will not be entitled to any refund.
25. Our assistance to find you team members
We agree to provide support in relation to finding team members for you. This includes by providing you with access to www.rouletteforum.net, and actively advertising your open positions for you. However, we do not and cannot guarantee to find team members for you. You understand that any of our efforts to find team members for you are not our obligation, and are only provided at our discretion.
This Agreement is made between Natural Laboratories Pty Ltd AND the entity named on the Payment Registration Form (“the Recipient”).
- Natural Laboratories is a multi disciplinary company with interests in gaming technology (“the Business”). Natural Laboratories has 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 computer technology together forms the Roulette Computer (“the Product”).
- The Recipient wishes to acquire the product.
- 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 Natural Laboratories.
- Natural Laboratories will be prejudiced by any unauthorized use or disclosure of the Confidential Information.
- The parties agree to disclose and use the Confidential Information as provided in this Agreement.
THE PARTIES AGREE as follows:
Definitions and interpretation
- In the construction of this Agreement, unless the contrary intention appears:
‘Approved purpose’ means evaluation by the Recipient of Natural Laboratories and the Business to decide whether or not to acquire the Product, or whether or not to enter into a Commercial Relationship with Natural Laboratories.
‘Confidential information’ means all information provided by Natural Laboratories 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 Natural Laboratories or persons with whom Natural Laboratories deals, including details of agreements with employees, contractors, customers and others;
- financial information about Natural Laboratories including pricing structures;
- all intellectual property including registered and unregistered trademarks, designs and work to which copyright applies;
- any information marked “confidential” or which Natural Laboratories informs the Recipient is confidential or a trade secret;
- 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 Natural Laboratories.
3. The Recipient must take all steps necessary to safeguard the confidentiality of the Confidential Information.
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 Natural Laboratories has consented in writing.
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 Natural Laboratories’ 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 Natural Laboratories.
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 Natural Laboratories 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 Natural Laboratories 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 Natural Laboratories 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 Natural Laboratories has consented in writing.
9. The Recipient must
(1) keep all the Confidential Information in a secure manner.
(2) immediately report to Natural Laboratories any unauthorized 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 unauthorized copy or print-out of the Confidential Information.
Return and Destruction
10. On demand by Natural Laboratories, the Recipient must:
(1) deliver to Natural Laboratories 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. Natural Laboratories reserves the right to make claims for all remedies available to it against the Recipient in relation to any losses or damage suffered by Natural Laboratories should the Recipient commit any breach of this Agreement. In addition, all support and supply of access codes to software will be immediately terminated.
12. In the event of a breach or threatened breach of this Agreement, Natural Laboratories 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 Natural Laboratories due to the breach or threatened breach.
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.
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.
15. The Recipient must not assign all or any of its rights or obligations under this Agreement without the prior written consent of Natural Laboratories.
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.
17. Natural Laboratories 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.
18. This Agreement may not be varied except in writing signed by all of the parties.
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 Natural Laboratories from any claim arising from misinterpretation or misunderstanding of the terms of this Agreement.
Signatures of parties
21. This Agreement will be effective when the Payment Registration Form is submitted by the Recipient.