Services Agreement

• DEFINITIONS
In this agreement:
• GameCreate Rental Service means a service with an object of allowing users to play third party games with each other over the internet;
• GameCreate Configuration Website means the website nominated by Mammoth from time to time;
• Monthly Fee means the fee published by Mammoth from time to time or as otherwise notified to you and any applicable Taxes; and
• Tax means any tax (including without limitation any applicable goods and services or similar value added tax), levy, charge, impost or duty which is assessed, levied, imposed or collected by any governmental agency and includes, but is not limited to, any interest, fine, penalty, charge, fee or other amount imposed in respect of any of the above.
• GameCreate Licence
• Mammoth grants you a non-exclusive, non-transferable, revocable licence on the terms of this agreement to access the GameCreate Configuration Website using a web browser for the purpose of allowing users to play third party games with each other over the internet.
• You acknowledge and agree that other than the licence granted under clause a nothing in this agreement is intended to give you any intellectual property rights or other rights in any trade marks, know-how, business names, software or other material of Mammoth.
• SERVICES
If you comply with this agreement Mammoth will endeavour to provide you the GameCreate Rental Service.
• YOUR obligations
You must:
• not use the GameCreate Configuration Website other than as expressly permitted under clause a or the Copyright Act 1968 (Cth);
• only use the GameCreate Rental Service in Australia (although the third party users who play the games may do so from outside of Australia); and
• comply with any reasonable instructions given to you by Mammoth regarding the use of the GameCreate Configuration Website or the GameCreate Rental Service.
• FEES
You must pay Mammoth the Monthly Fee each calendar month in advance.
• TERM AND TERMINATION
• This agreement commences on the date of entry into this agreement and continues until terminated in accordance with this agreement.
• You may terminate this agreement by notice to Mammoth in which case the agreement will terminate at the end of the next complete calendar month.
• Mammoth may terminate this agreement by notice to you in which case this agreement will terminate on the day the notice is given unless a date of termination is contained in the notice in which case the agreement will terminate on that date.
• You acknowledge and agree that no Monthly Fee paid by you to Mammoth will be refunded if this agreement terminates for any reason.
• Limited liability
• Subject to clause b Mammoth is not liable for any loss or damage, however caused (including, but not limited to, by the negligence of Mammoth), suffered by you in connection with this agreement.
• If the Trade Practices Act 1974 (Cth) or any other legislation implies a condition or warranty into this agreement in respect of goods or services supplied, and Mammoth’s liability for breach of that condition or warranty may not be excluded but may be limited, clause a does not apply to that liability and instead Mammoth’s liability for such breach is limited to, in the case of a supply of goods, Mammoth replacing the goods or supplying equivalent goods or repairing the goods, or in the case of a supply of services, Mammoth supplying the services again or paying the cost of having the services supplied again.
• NOT ALWAYS AVAILABLE
You acknowledge and agree that the GameCreate Rental Service and the GameCreate Configuration Website may not be available from time to time.
• GameCreate Configuration Website
• The parties agree that any information or data entered by you into the GameCreate Configuration Website is to be owned by Mammoth (Website Data).
• You absolutely and unconditionally assign all intellectual property rights including copyright and future intellectual property rights including future copyright in the Website Data to Mammoth.
• To the extent that the assignment in clause b is not effective to assign such intellectual property rights, you:
  • agree to assign all such intellectual property rights to, and execute all necessary documents to effect such assignment in favour of, Mammoth; and
  • grant Mammoth a global, perpetual licence to use, modify, sublicense or publish the Website Data in any manner Mammoth sees fit until such time as such assignment is effective.
• You warrant that you have the authority to make the assignments and grant the licence contemplated by this clause 9.
• You indemnify Mammoth in respect of any claim, action, damage, loss, liability, charge, outgoing or payment which Mammoth pays, suffers, incurs or is liable for in connection with a breach of clause d or any claim or threatened claim that the Website Data infringes the intellectual property rights, moral rights or other rights of a third party.
• Other
• This agreement is governed by the laws of Queensland, Australia and each party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland, Australia.
• Mammoth will not be in breach of any obligation under this agreement as a result of any failure or delay in the performance of its obligations if such failure or delay was contributed to, directly or indirectly, by an event outside of Mammoth’s actual control.
• You must not assign any of your rights under this agreement. Mammoth may assign its rights under this agreement to a third party or require you to enter into a novation agreement with a third party substituting Mammoth with that third party under this agreement on terms nominated by Mammoth.
• Any notice or consent under this agreement must be in writing and sent by e-mail to the other party or delivered to the address of the other party. A notice is taken to be given when an e-mail is sent unless an e-mail is received shortly thereafter indicating that the notice e-mail delivery has failed.
• This agreement constitutes the entire agreement between the parties regarding its subject matter.