Effective Date: 7 February 2025
In these Terms and Conditions ("Agreement"), unless the context otherwise requires:
Nine High Studios is a poker software development company. Our services are strictly limited to:
Nine High Studios provides software development services only. We do not operate poker rooms, manage gambling operations, process player funds, hold gaming licenses, or provide legal, regulatory, or financial advice of any kind.
The Client is solely and exclusively responsible for obtaining all gaming licences, permits, approvals, and regulatory authorisations required to operate poker or gambling software in any jurisdiction where the Client intends to deploy or make the Software available.
The Client acknowledges and agrees that:
Nine High Studios bears no responsibility for how Clients use the Software. The Software is a neutral technology tool. How it is deployed, configured, and operated is entirely within the Client's control and at the Client's risk.
The Client warrants and represents that it will:
The Software is licensed, not sold. Nine High Studios grants the Client a non-exclusive, non-transferable, revocable licence to access and use the Software during the term of the applicable agreement, subject to these Terms and Conditions and any Statement of Work.
Subject to payment of all applicable fees, Nine High Studios grants the Client a limited right to:
The Client shall not:
Nine High Studios will use commercially reasonable efforts to maintain the availability and performance of the Software. However, we do not guarantee uninterrupted access. Scheduled maintenance, infrastructure updates, and force majeure events may result in temporary downtime.
Nine High Studios retains all intellectual property rights in and to the Software, including but not limited to all source code, object code, algorithms, data structures, architectures, designs, documentation, trade secrets, trademarks, and know-how, whether developed before, during, or after any engagement with the Client.
Nothing in this Agreement transfers ownership of any intellectual property from Nine High Studios to the Client.
The Client receives a licence to use the Software as described in Section 5. This licence does not confer any ownership interest in the underlying technology.
The Client retains ownership of all data, content, branding assets, and materials provided by the Client for integration into the Software ("Client Content"). The Client grants Nine High Studios a limited, non-exclusive licence to use Client Content solely for the purpose of performing the Services.
Unless explicitly agreed otherwise in a Statement of Work, any custom features, modules, or code developed by Nine High Studios during an engagement remain the intellectual property of Nine High Studios. The Client receives a licence to use such custom development as part of the Software under the terms of this Agreement.
Fees for Services will be specified in each Statement of Work or proposal. All fees are quoted in Australian Dollars (AUD) unless otherwise stated.
Projects are typically structured with milestone-based payments. Unless otherwise agreed in the SOW:
For ongoing SaaS access, hosting, and maintenance, recurring fees will be invoiced monthly or annually as specified in the SOW. Recurring fees are due within 14 days of invoice date.
Invoices not paid within 14 days of the due date will incur a late payment fee of 2% per month on the outstanding balance. Nine High Studios reserves the right to suspend access to the Software and cease all Services until overdue payments are received in full.
All fees are exclusive of GST and any applicable taxes. The Client is responsible for all taxes, levies, and duties applicable to the Services, except for taxes based on Nine High Studios' net income.
Both parties agree to maintain the confidentiality of all proprietary or confidential information disclosed by the other party during the course of the engagement. Confidential information includes, but is not limited to, business plans, technical specifications, pricing, client lists, and trade secrets.
This obligation of confidentiality survives termination of this Agreement for a period of three (3) years.
Nine High Studios will handle any personal data provided by the Client in accordance with the Australian Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs).
The Client is responsible for ensuring that its use of the Software complies with all applicable data protection and privacy laws in the jurisdictions where it operates, including obtaining necessary consents from end-users.
Nine High Studios warrants that:
Except as expressly stated in Section 10.1, the Software and Services are provided "as is" and "as available". To the maximum extent permitted by law, Nine High Studios disclaims all other warranties, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
Nine High Studios does not warrant that the Software will meet the Client's specific regulatory requirements in any jurisdiction, or that operation of the Software will be uninterrupted, error-free, or free of harmful components.
To the maximum extent permitted by applicable law, Nine High Studios' total aggregate liability to the Client under or in connection with this Agreement, whether arising in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by the Client to Nine High Studios in the twelve (12) months immediately preceding the event giving rise to the claim.
In no event shall Nine High Studios be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:
This limitation applies regardless of whether Nine High Studios has been advised of the possibility of such damages.
Nothing in this Agreement excludes, restricts, or modifies any rights or remedies that the Client may have under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other applicable consumer protection legislation that cannot be excluded by agreement.
The Client agrees to indemnify, defend, and hold harmless Nine High Studios, its directors, officers, employees, and contractors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:
This Agreement commences on the date the Client first engages Nine High Studios (whether by signing a SOW, making a payment, or commencing use of the Software) and continues until terminated in accordance with this section.
Either party may terminate this Agreement by providing thirty (30) days' written notice to the other party. Termination does not relieve the Client of the obligation to pay for Services already rendered or milestones already completed.
Either party may terminate this Agreement immediately by written notice if:
Nine High Studios may terminate this Agreement immediately if the Client uses the Software in violation of applicable laws, including operating without required gaming licences.
Upon termination:
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to natural disasters, acts of government, internet or telecommunications failures, cyberattacks, pandemics, or industrial action.
This Agreement is governed by and construed in accordance with the laws of the State of Queensland, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland and the Federal Court of Australia.
In the event of a dispute arising out of or in connection with this Agreement, the parties agree to first attempt to resolve the dispute through good-faith negotiation. If the dispute is not resolved within thirty (30) days, either party may refer the matter to mediation before commencing legal proceedings.
This Agreement, together with any applicable Statement of Work, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements relating to its subject matter.
Nine High Studios reserves the right to amend these Terms and Conditions from time to time. Material changes will be communicated to the Client in writing with at least thirty (30) days' notice. Continued use of the Software after such notice constitutes acceptance of the amended terms.
If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
A failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce that provision or any other provision at a later time.
The Client may not assign or transfer this Agreement or any rights or obligations under it without the prior written consent of Nine High Studios. Nine High Studios may assign this Agreement to a successor in the event of a merger, acquisition, or sale of all or substantially all of its assets.
All notices under this Agreement shall be in writing and sent to the addresses specified in the applicable SOW, or by email to hello@9highstudios.com for notices to Nine High Studios.
For questions about these Terms and Conditions, please contact us:
Nine High Studios Pty Ltd
Email: hello@9highstudios.com
Web: 9highstudios.com
Queensland, Australia