Terms and Conditions

Submission Materials and Services:

iTech Labs E.O.O.D. (“iTech Labs”) or the applicable iTech Labs entity contracting with Client to perform its services, shall provide testing, certification and related regulatory services (collectively the “Services”) to Client identified in iTech Labs’ Proposal, in accordance with these terms and conditions (together with iTech Labs’ Proposal, this “Agreement”). Upon successful completion of the Services, iTech Labs will issue a Report of Findings (“Report”) that will describe what iTech Labs assessed and the results. The Report will also disclose any identified concerns with the Submission Materials.

Client must provide iTech Labs all necessary documentation, credentials, information, software, code and hardware (“Submission Materials”) and technical support and access to perform the Services, including assistance with installation and configuration of Submission Materials. Client shall supply iTech Labs with any specialized environment, tools or equipment necessary for iTech Labs to perform the Services. Lack of sufficient product information, access and technical support may lead to increased time and costs for the Services.

Client hereby represents and warrants that Client is the owner and/or authorized user of all Submission Materials and has all rights, licenses and authority necessary to disclose, deliver and supply all Submission Materials to iTech Labs to enable performance of the Services.

Any source code submitted by Client as part of the Submission Materials must be a true, complete and accurate replication of the software that will be utilized in the field or in any commercial product and iTech Labs shall not be responsible if source code submitted to iTech Labs deviates from the software used in the field or any commercial product.

iTech Labs will return Submission Materials upon Client’s written request. If Client submits such a written request for return of Submission Materials before the Services are completed, iTech Labs may be unable to complete the Services and this shall not render the Deposit refundable. iTech Labs is not and will not be treated in any event as an escrow agent for any Submission Materials. Client shall keep copies of all Submission Materials. Following completion of the Services, iTech Labs is not required to maintain, retain or preserve Submission Materials or make determinations regarding rightful ownership. iTech Labs may, in its sole discretion, return or destroy Submission Materials at any time after the completion of the Services.

Invoicing: Client shall reimburse iTech Labs for all reasonable travel costs (air, ground travel, accommodations, meals and incidentals) related to this Agreement as set forth in the Proposal. Any fixed cost quoted in the Proposal does not include these expenses.

If iTech Labs resources must work more than eight (8) hours per day to meet Client requests, iTech Labs may charge additional fees.

Client shall pay iTech Labs invoices within 30 days after the invoice date. If invoices are not timely paid in full, Client shall also pay iTech Labs a late charge equal to one and a half percent (1.5%) of the outstanding balance, which shall accrue on any outstanding balance that remains unpaid after the expiration of a 30-day period until all amounts due are paid.

Delays and Change Orders: iTech Labs is not responsible for any delay in the Services or its issuance of the Report if the delay is caused either in whole, or in part, by Client, Client’s affiliates, or their respective agents or contractors, or if the delay is out of iTech Labs’ reasonable control, which includes but is not limited to: (i) Client’s requests for changes in scope or any change order or project change notice (a “PCN”), (ii) Client’s failure to timely submit and provide full access to all Submission Materials, or Client’s provision of insufficient or inadequate Submission Materials or technical support, (iii) Client’s requests for additional assessments, reports or other correspondence, (iv) change in Client systems architecture, hardware, software, source code or other Submission Materials, or (v) unusually complex projects or Submission Materials, as determined by iTech Labs based upon its experience with proposals comparable to the Proposal.

 

If either Client or iTech Labs wishes to change the scope or performance of the Services, the requesting party shall submit details of the requested change to the other party in writing as a PCN. The PCN must contain a detailed description of all requested changes to the original scope or performance and cost. After receipt of a PCN, the parties shall negotiate in good faith and, if the parties are able to agree in writing on any terms of a PCN, then the PCN shall become effective as part of this Agreement and all other original Agreement terms shall remain effective. Each PCN agreed upon by the parties in writing shall be incorporated into, and become a part of, this Agreement and shall be governed by the provisions of this Agreement. If the parties are unable to agree upon a PNC, then this Agreement shall remain unchanged.

Warranty and Limitation of Liability: ITECH LABS WARRANTS THAT THE SERVICES SHALL BE PERFORMED BY ITECH LABS WITH REASONABLE SKILL AND CARE. ITECH LABS MAKES NO OTHER REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

THE SERVICES INVOLVE SOLELY ITECH LABS’ CRITICAL ASSESSMENT OF THE FEATURES OF THE SUBMISSION MATERIALS INDICATED IN THE SCOPE OF WORK IN THE PROPOSAL MEASURED AGAINST THE INDUSTRY OR REGULATORY STANDARD OR REQUIREMENT IDENTIFIED IN THE PROPOSAL. THE SERVICES DO NOT INCLUDE ANY OTHER VERIFICATION, CERTIFICATION OR ASSURANCE UNDER ANY OTHER STANDARD OR REQUIREMENT OR FOR ANY OTHER JURISDICTION NOT SPECIFIED IN THE REPORT. ITECH LABS DOES NOT GUARANTEE OR WARRANT THE EFFICACY OF ASSESSED FEATURES OR THAT THE SUBMISSION MATERIALS WILL BE FREE FROM LIMITATIONS, WEAKNESSES, ERRORS, FAULTS, OR DEFECTS. WHILE ITECH LABS’ ASSESSMENT AND REPORT WILL BE CONDUCTED AND PREPARED WITH REASONABLE SKILL AND CARE, SUCH ASSESSMENT WILL NECESSARILY BE SUBJECT TO AND LIMITED BY VARIOUS ASSUMPTIONS, CONSTRAINTS AND DEPENDENCIES, INCLUDING THE QUALITY OF SUBMISSION MATERIALS AND OTHER INHERENT LIMITATIONS OF SIMILAR THIRD-PARTY ASSESSMENTS OF SOFTWARE PRODUCTS. ACCORDINGLY, ITECH LABS DOES NOT GUARANTEE OR WARRANT THAT ITS REPORT AND THE FINDINGS OF ITS ASSESSMENT OF THE FEATURES WITHIN THE SCOPE OF WORK WILL IDENTIFY ALL RELEVANT LIMITATIONS, WEAKNESSES, ERRORS, FAULTS OR DEFECTS,

IN NO EVENT SHALL ITECH LABS BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT ITECH LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOT WITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. CLIENT WAIVES AND RELEASES ANY RIGHT TO CLAIM ANY OF THE FOREGOING AGAINST ITECH LABS AND ITS AFFILIATES.

IN NO EVENT SHALL (i) ANY CLAIM FOR BREACH OF WARRANTY UNDER THIS AGREEMENT BE BROUGHT AFTER THE FIRST ANNIVERSARY OF THE DATE OF ITECH LABS’ REPORT ISSUED UNDER THIS AGREEMENT, OR (ii) ITECH LABS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE FIXED COSTS PAID OR PAYABLE TO ITECH LABS FOR THE SERVICES FOR THE PARTICULAR SUBMISSION MATERIALS IN QUESTION. CLIENT WAIVES AND RELEASES ANY RIGHT TO PURSUE ITECH LABS OR ANY OF ITS AFFILIATES BEYOND THE LIMITS IN THE PRECEDING SENTENCE. IF CLIENT BRINGS ANY VALID CLAIM OR COMPLAINT FOR BREACH OF WARRANTY, ITECH LABS SHALL HAVE THE OPTION TO REPERFORM THE SERVICES AND REISSUE ITS REPORT WITH CLIENT’S COOPERATION OR TO REFUND THE FIXED COSTS PAID BY CLIENT.

 

Client shall indemnify, hold harmless and defend iTech Labs, its affiliates and their respective managers, members, officers, directors, employees, agents, successors, and assigns (the “iTech Labs Parties”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, that are incurred by any of the iTech Labs Parties arising out of or related to: (a) any third-party claim that any of the Submission Materials infringe the rights of a third party or that Client was not authorized to disclose any of the Submission Materials to iTech Labs, (b) Client’s breach or non-fulfillment of any provision of this Agreement, including bringing any claims against iTech Labs or its affiliates prohibited by the preceding paragraph; (c) Client’s negligence, gross negligence, willful misconduct, misrepresentation, or bad faith acts or omissions; (d) Client’s failure to comply with any federal, state, provincial, tribal or local laws, regulations, or codes in performance with its obligations under this Agreement; (e) Client’s disclosure or use of iTech Labs’ Report or findings resulting from the Services in an manner not authorized by this Agreement; or (f) any virus, bug, trojan horse malware, worms, spyware, ransomware or similar disruptive or destructive code or attributes in the Submission Materials.

iTech Labs Intellectual Property: iTech Labs and its licensors are and shall remain the sole owners of all right, title, and interest in an and to iTech Labs’ Intellectual Property, including iTech Labs’ know-how, processes, testing and assessment methods, procedures, assessment software, and all Intellectual Property rights in and related thereto (collectively, “iTech Labs Intellectual Property”). Client is not being granted any license or right in or to iTech Labs Intellectual Property and shall not make any contrary claim or take any inconsistent action. All such rights in and to iTech Labs Intellectual Property are solely reserved to and for iTech Labs. Client may provide suggestions or other feedback to iTech Labs with respect to the Services. iTech Labs may use such suggestions or other feedback for any purpose, including developments or improvements to the iTech Labs Intellectual Property, without notice or obligation of any kind, and without impairing or limiting iTech Labs’ sole ownership of and rights to the iTech Labs Intellectual Property. Accordingly, Client hereby assigns to iTech Labs all right title, and interest in any such suggestions or other feedback (and any interest in related developments or improvements which might result or accrue), including all Intellectual Property in and related thereto and resulting therefrom. “Intellectual Property” means any and all of the following in any jurisdiction throughout the world and all rights in, arising out of, or associated therewith: (a) patents, utility models, and applications therefor, and all reissues, divisions, re-examinations, renewals, extensions, provisionals, continuations and continuations-in-part thereof, and equivalent or similar rights anywhere in the world in inventions and discoveries, including invention disclosures; (b) all trade secrets, inventions (whether or not patentable and whether or not reduced to practice), and other rights in know-how and confidential or proprietary information; (c) all mask works, works of authorship and copyrights, registrations and applications therefor, and all other rights corresponding thereto (including moral rights), throughout the world; (d) rights in software (including without limitation APIs, source code, object code, and mark-up language); (e) rights of publicity, personality, identification, or similar personal or group attributes; (f) trade names, logos, common law trademarks and service marks, trade dress, trademark and service mark registrations, and applications therefor and any goodwill associated therewith; and (g) any similar, corresponding, or equivalent rights to any of the foregoing and any other intellectual property or proprietary rights throughout the world.

Client shall maintain and reproduce all copyright, patent, trademark and other notices, including, without limitation, any disclaimers, on all copies, in any form, of the Report in the same form and manner that such copyright and other notices are included on the Report. Except as expressly authorized in this Agreement or the Report, Client shall not (i) make any copies or duplicates of the Report or any portion thereof without the prior written permission of iTech Labs, (ii) deliver the Report to any person or entity other than its affiliates, (iii) permit any person or entity other than its affiliates to review or rely upon the Report.

Confidential Information: Any confidentiality agreement between the parties is incorporated by reference. In the event there is no confidentiality agreement the parties agree as follows:

“Confidential Information” shall mean, subject to the following paragraph, all technical and non-technical information provided by either Party including, but not limited to, information concerning research, development, data, engineering, financial information, testing and assessment methods, procurement requirements, purchasing, product lists, product specifications, production processes and techniques, supplier lists, forecasts, merchandising and marketing plans if such information: (a) is marked “confidential” or “proprietary” itself or by an accompanying contemporaneous written communication, or (b) is designated confidential or proprietary by written or electronic communication within ten (10) days following disclosure, or (c) is information that, under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary.

Confidential Information shall not include: (a) information that was in the public domain at the time of its disclosure, or that becomes public domain property through no fault of the recipient; (b) that was rightfully in the recipient’s possession without any obligation of confidentiality prior to disclosure by the disclosing party; (c) that is independently developed by the recipient without use of or reference to the disclosing party’s otherwise Confidential Information, or (d) that is received by the recipient from a source independent of the disclosing party that is not under an obligation of confidentiality with respect to such information.

Each party may disclose its Confidential Information to the other party and the party receiving the disclosing party’s Confidential Information shall: (a) not use the disclosing party’s Confidential Information except for performance of its rights and obligations under this Agreement; (b) use the same degree of care, but not less than a reasonable degree of care, in protecting the disclosing party’s Confidential Information from unauthorized use or publication as it uses to protect its own confidential information; (c) except as necessary to perform the Services, not reverse engineer, disassemble or decompile the disclosing party’s Confidential Information; and (d) not disclose to any third party or copy any of the disclosing party’s Confidential Information without the disclosing party’s prior written consent, except that recipient may disclose Confidential Information (i) to its employees, contractors or professional advisors, provided that said persons (A) have a need to know such Confidential Information, (B) have a bona fide business purpose for receiving such Confidential Information, and (C) are under binding obligations of confidentiality to either recipient or the disclosing party with respect to such Confidential Information no less restrictive than this Agreement, and (ii) as permitted by the remainder of this Confidential Information section.

A recipient party’s disclosure or use of Confidential Information contrary to the terms of this Agreement shall be a breach of this Agreement for which the recipient shall be liable to the disclosing party. This Agreement shall not be construed to prohibit a disclosure of Confidential Information by the recipient to the extent such disclosure is required under applicable law, as required to do so by regulatory agencies, or by order of a court of law or pursuant to a subpoena or other valid legal request or demand, provided that the recipient gives to the disclosing party reasonable prior written notice of such disclosure, if allowed by law, and cooperates with the disclosing party in seeking a protective order or other appropriate relief to protect the confidentiality of such Confidential Information. In the event of a breach, or threatened breach, of these confidentiality obligations, the disclosing party may obtain appropriate equitable relief, including injunction, in addition to whatever remedies it may have at law. The terms, but not the existence, of this Agreement shall be considered Confidential Information of both parties.  Nothing in this Agreement shall alter or limit the assignments and grants of rights and licenses in and to Intellectual Property in this Agreement.

If iTech Labs is served a subpoena or is required to attend or respond to a legal proceeding related to Client, the Submission Materials, iTech Labs’ Services or the Report, Client shall pay iTech Labs’ reasonable costs and fees, including any attorneys’ fees for iTech Labs to attend and/or respond. Additionally, Client is responsible to file any available motion to quash a subpoena or for a protective order.

Notwithstanding anything in this Agreement to the contrary, iTech Labs may disclose Confidential Information of Client if iTech Labs is requested or required to do so by any governmental authority or regulatory agency, or during the course of any regulatory audit, investigation, examination or similar proceeding.

For Analysis of Table Games Only: With respect to analysis of table games, paytables for electronic devices, RNG data, and other undertakings where iTech Labs provides an independent mathematical validation or statistical data analysis, due to complex mathematical processes, approximations and rounding errors that necessarily occur during any mathematical calculation, the results are understood to be reasonable approximations of theoretical results or range approximations with respect to well-known confidence levels.

For Hardware Testing Only: The Electrostatic Discharge Testing performed by iTech Labs is intended only to simulate techniques observed in the field being used to attempt to disrupt the integrity of Electronic Gaming Devices. During the course of testing, iTech Labs checks for marks, symbols or documents indicating that a device has undergone product safety or RoHS compliance testing, if required. iTech Labs also performs a cursory review of information accompanying the items submitted, where possible and when provided, for evidence that the items have undergone compliance testing for Electromagnetic Interference (EMI), Radio Frequency Interference (RFI), Magnetic Interference, Liquid Spills, Power Fluctuations, Electrostatic Immunity, Electro Magnetic Compatibility and Environmental conditions. Compliance with any such regulations related to the aforementioned testing is the sole responsibility of the manufacturer and/or developer of the items submitted; iTech Labs accepts no responsibility, makes no representations and disclaims any liability with respect to all such non-gaming testing. 

Reports/Assessments: The Report and iTech Labs’ assessments and methodologies are proprietary to iTech Labs and constitute iTech Labs’ Confidential Information covered by the Confidential Information section above and/or any other confidentiality agreement entered into between iTech Labs and Client. The disclosure of the Report and findings of iTech Labs’ assessments to third parties could adversely affect both Client and iTech Labs. Accordingly, such Confidential Information is supplied in confidence, on the strict condition that no part of it will be reprinted or reproduced or transmitted to any person or entity unaffiliated with Client or specified in the Report without the prior written approval of iTech Labs.

The Report and findings of iTech Labs’ assessment can only be used in the original whole context and only for the limited and specific scope stated in the Proposal and the Report. Any alteration renders the Report invalid and withdrawn and is strictly prohibited. The assessment methods used, and actual data showing the assessment results shall be available to Client upon written request, all of which shall be and remain Confidential Information of iTech Labs.

Client shall promptly review the Report, analyze it for accuracy and report deficiencies immediately to iTech Labs. iTech Labs has undertaken to perform the Services based on its understanding of the Submission Materials and agreed to Services.

Following a successful resolution or clarification of any deficiencies or discrepancies noted by iTech Labs in its preliminary assessment, iTech Labs’ assessment findings and all Submission Materials being reported upon will undergo iTech Labs’ quality assurance (QA) review prior to finalization. iTech Labs will then then typically issue its Report three (3) to five (5) business days after the completion of the assessment and QA review.

The Report and the assessment findings produced by iTech Labs shall reflect the assessment results based on the agreed-to Services and shall be subject to the limitations stated in the Report and this Agreement. The Report will only reflect iTech Labs’ assessment of the conformity of test results to the applicable industry or regulatory standard or jurisdictional requirement(s) specified in the Proposal. Measurement uncertainty, if applicable, will be reflected in the final conformity decision in the Report (for example, time per game measurement). iTech Labs shall notify Client if iTech Labs determines that the Submission Materials do not conform to the tested standard or requirement. Except as expressly stated in this Agreement, iTech Labs has no obligation to update the Report to address information discovered or changes that arise after the date of the Report’s delivery.

Under no circumstance should the Report or assessment findings generated by iTech Labs as a result of the Services be construed as an endorsement, approval, certification, recommendation, representation or warranty regarding the legality, functional quality or performance of the Submission Materials other than as expressly set forth in the Report. The Submission Materials shall not be considered as having passed or conformed to any testing standard, regulation, or requirement except as expressly set forth in the Report. Neither Client nor any other person or entity shall state or imply anything contrary to this paragraph.

The Report may not be relied upon for any reason by any person or entity including, but not necessarily limited to, the manufacturer or developer of any Submission Materials, a non-iTech Labs laboratory, or any regulatory authority not named as a recipient in the Report. Client shall not make any false or misleading claims regarding the Report or the Services.

All items identified on the first page of the Report are considered certified as of the report date shown on the first page of Report. All items are certified for use unless and until iTech Labs sends notice indicating that an item is no longer permitted to be used within the jurisdiction specified. 

Additional Provisions:

1. iTech Labs is subject to various regulations imposed by government gaming authorities and other governmental authorities in a number of jurisdictions around the world. iTech Labs must conduct its affairs in a manner which is ethical and in accordance with the regulations imposed by such authorities. Client shall not do anything that may jeopardize the eligibility of iTech Labs to hold any license, permit, authorization, accreditation, certification or approval in relation to gaming or otherwise. iTech Labs reserves the right to terminate this Agreement at any time without liability if the continuation of this Agreement will jeopardize its ability to be qualified for, hold or maintain any gaming-related license, permit, authorization, accreditation, certification or approval with a gaming authority or other authority.
2. Client shall not, and shall cause its affiliates to not, to hire or attempt to hire, directly or indirectly, any iTech Labs employee (or any person who was a iTech Labs employee within six (6) months prior to any solicitation or hiring) from the date of this Agreement through the first anniversary of the date of the Report. This restriction shall not apply to a general advertisement/media solicitation (such as an internet posting) or hiring in response to such a general advertisement/media solicitation, so long as the solicitation is not specifically targeted at iTech Labs or its employees.
3. iTech Labs is an independent contractor. Neither party shall be deemed to be an agent, employer or representative of the other. iTech Labs reserves the right to assign staff from any iTech Labs, or iTech Labs-affiliated entity.
4. Both parties represent and warrant that no part of the price or consideration for this Agreement has been paid, directly or indirectly, to an employee of either party in connection with any Services contemplated or performed regarding this Agreement.
5. The provisions of this Agreement are for the sole benefit of the parties and their successors and permitted assigns, and they will not be construed as conferring any rights to any third party (including any third-party beneficiary rights).
6. The failure of iTech Labs to assert any or all of its rights under this Agreement shall not be deemed a waiver of such rights, nor shall any waiver be implied from the acceptance of any payment or service.
7. This Agreement, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Agreement, the Services, or the Report or any assessment findings resulting from the Services, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be governed by, and construed and enforced in accordance with, the laws of the jurisdiction where the iTech Labs laboratory accepting Client’s submission is located, including its statutes of limitation and excluding its conflicts of law rules. Any action between the parties will be venued solely in a state or federal court situated within that jurisdiction, and each party irrevocably submits to the personal jurisdiction of that jurisdiction’s state and federal courts.
8. Neither party will be liable to the other for any failure or delay of performance of any obligations hereunder when such failure or delay is wholly or principally caused by acts or events beyond its reasonable control and mitigation, which may include, without limitation acts of God, acts of civil or military authority, fires, floods, earthquakes or other natural disasters, war, riots, strikes, pandemics, endemics or epidemics. Both parties will, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and upon the cessation of the cause diligently pursue performance of their respective obligations under this Agreement.
9. This Agreement, any previously executed confidentiality agreement, and any mutually executed PCN, sets forth the entire agreement and understanding between iTech Labs and Client regarding the subject matter hereof and supersedes any prior representations, advertisements, statements, proposals, negotiations, discussions, understandings, or agreements regarding the same subject matter. Client acknowledges that Client has not been induced to enter into this Agreement by any representations or statements, oral or written, not expressly contained in this Agreement.
10. If any part of this Agreement is held to be invalid, illegal or unenforceable the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
11. Client, the manufacturer and/or the developer of the Submission Materials are solely responsible to apply for, obtain and maintain all necessary gaming licensure in each jurisdiction in which any of them does business, including provincial, state and tribal jurisdictions, where applicable. iTech Labs is required by law to perform due diligence on any person or entity that it does business with. Client shall prior to completion of the Services disclose to iTech Labs if Client is collaborating with another entity on the Submission Materials or in relation to the Services and shall also provide any information reasonably requested by iTech Labs in order to satisfy any know your customer or other regulatory requirements.
12. Neither party shall assign any rights or obligations under this Agreement without the express written consent of the other party. iTech Labs may subcontract all or any part of the Services to one or more of its affiliates.