PORTIONS OF THE EXHIBIT HAVE BEEN OMITTED AND CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE DOCUMENT CONTAINS BRACKETS WHERE THE INFORMATION IS OMITTED
.
The Amended and Restated Agreement is dated May 10, 2023.
Parties
Galaxy Gaming and Licensee are hereinafter individually referred to as a “Party” and jointly referred to as the “Parties”.
BACKGROUND
Agreed terms
In the Amended and Restated Agreement attached hereto as Exhibit “A” and incorporated herein by this reference (the ”Agreement”), expressions defined in the Agreement and used in this agreement have the meaning set out in the Agreement.
In consideration of the mutual promises set out in the Agreement, the parties agree to extend the term of and to amend the Agreement as set out in the attached Agreement.
3. Extension of Term
The Parties agree to extend the term of the Agreement to cover the period commencing on April 1, 2023 through to March 31, 2033.
Signed by [ ] for and on behalf of Evolution Malta Limited | ……………….. Director | |
Signed by ___________________ for and on behalf of Galaxy Gaming, INC | ……………….. President and CEO |
Exhibit A
Dated May 10, 2023
GALAXY GAMING, INC
and
EVOLUTION MALTA LIMITED
Amended and Restated Online Games License
THIS Amended and Restated Online Games License is made on April 1, 2023 (the “Effective Date”).
BETWEEN:
BACKGROUND:
(A) Galaxy Gaming represents that it has been granted or owns the internet gaming rights in a suite of trade marked casino table card games set out in Schedule 1.
(B) The Licensee is a provider of Online Gaming Solutions to online casino operators licensed to conduct online gambling operations.
IT IS AGREED as follows.
4 Contract Year Period | means a rolling consecutive period of four (4) Contract Years during the Term measured by the then current Contract Year and the three (3) consecutive previous Contract Years. |
Adjusted [ ] | has the meaning givento that term in Clause 2.7. |
Agreement | means this Amended and Restated Online Games License agreement together with its Schedules, and any and all amendments, appendices and other documents thereto, which may be agreed upon from time to time in writing executed by both parties’ corporate officers. |
Business Day | means a day other than a Saturday or Sunday or public holiday in Malta(as to Licensee) and in the USA (as to Licensor). |
Control | means the ownership directly or indirectly, of more than fifty (50) per cent of the economic or voting rights in a legal entity and Controls, Controlled by and other derivatives shall be construed accordingly. |
Confidential Information | means all commercial, financial, marketing, technical or other information of a secret or confidential nature (including the terms, pricing and structure set out in this Agreement for use of the Licensed Games and/or the TradeMarks, the information related to the Licensee's Operators and Sub Licensees) relating to a party and disclosed (regardless of whether the said material or information is disclosed in writing, verbally or by any other means) by such party to the other party whether before, on, or after the Effective Date. |
Contract Year | means a one (1) year period beginning on April 1 and ending on March 31 during the Term. |
Data Protection Act | means all laws, regulations, legislative and regulatory requirements and codes of practice applicable to the processing of Personally Identifiable Information including, without limitation, federal, provincial, state or local laws and regulations pertaining to data protection, privacy and security of Personally Identifiable Information in the USA and in any state thereof (“US Data Protection Law”), the UK Data Protection Act 2018 and any regulations or instruments thereunder, the UK's Privacy and Electronic Communication (EC Directive) Regulations 2003, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data ("GDPR") and any applicable implementing |
| legislation and together with any guidance and code of practice issued by the regulatory authority/data protection commissioner anywhere in the Territory or in Europe, all as amended, replaced or superseded from time to time. |
Disclosing Party | means the party disclosing Confidential Information to the Receiving Party, including to any Group entity of the Receiving Party. |
Effective Date | means the April 1, 2023. |
End User | means an online player of any Sub-licensee. |
[ ] | has the meaninggiven to that term in Clause 2.1. |
[ ] Notification | has the meaning set out in Section 2.7. |
Existing Game(s) | means table games owned by Galaxy Gaming and/or Existing Third Party Game(s) as of the Effective Date, that are available for Licensee from Galaxy Gaming. |
Existing Third Party Game(s) | means games licensed to Galaxy Gaming by third parties as of the Effective Date, available for license to Licensee. |
Format | means the format in which the Licensee is permitted to make the Licensed Games available to Operators, whichin respect of thisAgreement shall be Online Gaming Solutions. For clarity, the Format and Online Gaming Solutions do not include live streamed video feeds from a land-based casino. Where the Licensee requires such additional rights the parties will use good faith and reasonable commercial efforts to agree upon terms in relation to the additional rights and whether such rights will be granted. |
Galaxy Gaming Group | means any legal entity that (a) owns or controls Galaxy Gaming, or (b) is under the same ownership or control as Galaxy Gaming, or (c) is controlled by Galaxy Gaming, for so long as such ownership or control lasts. Ownership or control shall exist through direct or indirect ownership of fifty percent (50%) or more of the shares entitling the holders to vote for the election of the members of the board of directors or persons performing similar functions andGroup and other derivatives shall be construed accordingly. |
Galaxy Gaming Materials | means the Game Manual(s), the Rules of Play and any and all other documentationand materials provided to the Licensee by or on behalf of Galaxy Gaming in connection with this Agreement. |
Game Manual(s) | means the documentation provided to the Licensee by or on behalf of Galaxy Gaming to allow or assist the Licensee to develop software for the Licensed Games and provide the related remote live dealer services in accordance with the Rules of Play and standards of use required by Galaxy Gaming from time to time, including (in respect of each Game) the Rules of Play, a list of authorised forms of the applicable Trade Marks, approved artwork, a list of design criteria for use of the Trade Mark, and such other matters as Galaxy Gaming shall from time to time acting reasonably determine to be necessary to protect the quality of the gaming experience for End Users, the current copy(ies) of which is set out in Schedule 3. |
Game Play Data | means, in respect of each Licensed Game, all of the data as described on the attached Schedule 2, Section G and any other information or data from time to time agreed between the parties. |
Game Software | means any and all software developed or licensed by or on behalf of Licensee and/or any Licensee Group for implementing the operation of each of the Licensed Games in the Format. |
Improvements | mean any developments, improvements, concepts, designs, enhancements, modifications, and/or ideas relating to any Licensed Games. |
Initial Term | means the Contract Years 2023, 2024, 2025 and 2026. |
Intellectual Property Rights | means any and all past, present and future rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyright, moral rights and mask work rights; (b) trademark and trade name rights and similar rights; (c) trade secret rights;(d) patent and industrial property rights; (e) rights in the nature of passing off, get-up, registered designs and unregistered designs and design rights, moral rights, database rights, rights in inventions, patents and know-how and trade secrets; (f) other proprietary rights of a similar or corresponding character in the Intellectual Property of every kind and nature which may exist now or in the future subsist in any part of the world (whether registered or not or the subject of an application for registration; and (g) rights in or relating to registrations, |
| renewals, extensions, combinations, divisions and reissues of, and applications for, any of the rights referred to in (a) through (h)above. |
License | has the meaninggiven to that term in Clause 2.1. |
Licensed Games | means the games and Side Bets specified in Section A of Schedule 2 and any Existing Games and/or New Games added by a duly executed amendment to the Agreement. |
Licensee Group | means any legal entity that (a) owns or controls Evolution, or (b) is under the same ownership or control as Evolution, or (c) is controlled by Evolution, for so long as such ownership or control lasts. Ownership or control shall exist through direct or indirect ownership of fifty percent (50%) or more of the shares entitling the holders to vote for the election of the members of the board of directors or persons performing similar functionsand Group and other derivatives shall be construed accordingly. |
License Fee | means the fee in respect of each Licensed Game as set out inSchedule 2. |
[ ] | means a [ ] License Fee of [ ]. |
New Games | means a game that Galaxy Gaming does not have in its portfolio as of the Effective Date and adds thereafter. |
Notice | has the meaninggiven to that term in Clause 17.1. |
Online Gaming Solutions | means the provision by the Licensee and/or by the Licensee Group of a gaming platform into which the Licensee’s live dealer and non-live games (inclusive of random number generation (RNG)games) are integrated which allows End Users to play the said games solely via the internet on any electronic deviceor platform via the Game Software approved by Galaxy Gaming on web sites or applications over the internet and include only the following: (i) viewing a remote game dealer that is a living individual via a livestreamed video feed,(ii) interacting in real-time or close to real time in all material respects via the Game Software, (iii) interacting with Game Software (including RNG games) where an End User presses a button and an algorithm generates a series of images that appear on the slot machine reels that either add up to a win or do not add up to a win, and (iv) interacting remotely via the internet with other categories of games like video poker and table games that rely on RNG and do not require human interaction as live dealer games do.Where the Licensee requires additional rights the parties will use good faith and reasonable commercial efforts to agree upon terms in relation to the additional rights and whether such rights will be granted. |
Operator | means a duly licensed operator of an on-line gambling site or platform and/or a white-label operator to whom the Licensee Sub-licenses the Licensed Games’ Software pursuant to the Agreement. |
Receiving Party | means the party receiving Confidential Information from the Disclosing Party, including from any Group entity of the Disclosing Party. |
Records | has the meaninggiven to that term in Clause 8.1. |
Renewal Term | has the meaninggiven to thatterm in Clause4. |
[ ] | means any game created by the [ ] which is [ ] and which the [ ] in a market with the intention of [ ]. |
Revocation Proceedings | means any proceedings, or part of any proceedings, where the validity or ownership of, or any administration proceedings, oppositions, or objections in respect of, any Intellectual Property Rights (which is the subjectof any registration or application for registration) owned by Galaxy Gaming or relating to the Licensed Games or licensed to the Licensee under this Agreement. |
Rules of Play | means the rules of play for a Licensed Game as provided in written form by Galaxy Gaming to the Licensee from time to time. |
Side Bets | mean those games set out in Section A of Schedule 2 and any other games as may be added to the License pursuant to the terms of the Agreement. |
Sub-license | has the meaninggiven to that term in Clause2.3. |
Sub-licensee | has the meaninggiven to thatterm in Clause2.3. |
Term | has the meaning givento that termin Clause 4. |
Territory | means the jurisdictions worldwide from time to time where on-line gambling is not explicitly prohibited by law applicable to the Licensee or the Sub-licensee. |
Third Party Claim | has the meaninggiven to that term in Clause 13.1(a). |
Third Party Exclusive | has the meaninggiven to that term inSchedule 2. |
Third Party Infringement | has the meaninggiven to that term in Clause13.1(b). |
Trade Marks | has the meaninggiven in Clause 7.1. |
USA | means the United States of America. |
1.2 References in this Agreement to Clauses and Schedules are to clauses and schedules to this Agreement unless the context requires otherwise.
Licensed Game(s) | [ ] |
[ ] | [ ] |
[ ] | [ ] |
[ ] | [ ] |
For clarity, the [ ] the conditions in the table above not be satisfied, shall be [ ], in the event that no [ ] is sent by [ ], the [ ] set out in the table above shall [ ]; and (ii) the measurement for whether the [ ] is satisfied or otherwise will be performed [ ] Licensed Game, and, if the [ ], then the [ ]. By way of illustrative example, with respect to [ ], the measurement referred to above with respect to [ ] will be carried out in [ ] by adding the effective [ ] the [ ] and so on and so forth.
3.3 The Licensee shall (to the extent permitted by the Data Protection Act and/or any other applicable law and regulation) provide to Galaxy Gaming on a monthly basis (and no later than the 25th day of each month) the Game Play Data, in support of the sums due to Galaxy Gaming under this Agreement. The Licensee shall (at Galaxy Gaming's written request) use reasonable commercial efforts to ensure that Game Play Data can be provided to Galaxy Gaming in an anonymized form that does not contravene the Data Protection Act (or any other applicable law).
3.6 Without prejudice to any other provisions of this Agreement, the Licensee shall not (and shall procure that each Sub-licensee shall not) advertise the Licensed Games(a) in jurisdictions where such advertising is illegal; and (b) in accordance with applicable regulations, industry standards, and/or codes of practice. The Licensee shall not advertise the Licensed Games as being free without the prior written consent of Galaxy Gaming.
3.7 Subject to the proviso below, the [ ]. If any agreement on new terms is reached, an amendment to the Agreement will be entered into by the parties. In the event that [ ], and subject to [ ], the [ ]. Without prejudice to the generality of the foregoing and without any [ ], the provisions of this clause shall not apply to [ ] but, instead, the commitments set out in Section [ ] of Schedule [ ] shall apply.
This Agreement shall commence on the Effective Date and shall (subject to earlier termination in accordance with the terms of this Agreement or at law or equity) continue for a period of ten (10) years from the Effective Date ending automatically on the 31 March 2033 (Term). The ten (10) year Term will thereafter automatically renew for 12 months (each a “Renewal Term”), unless either party gives the other party no less than six (6) months advance written notice of its intent to not renew.
5.11 If after the [ ], the total [ ] in relation to the Licensed Games in [ ] may request that the License Fees be [ ] by no later than [ ].
The Licensee has already developed the Game Software for all Licensed Games listed in Section A of Schedule 2 which are either already approved or will be reviewed by Galaxy Gaming prior to the Effective Date. In relation to those Licensed Games listed in Section B of Schedule 2, the Licensee shall, once developed, submit such Game Software to Galaxy Gaming for Galaxy Gaming's approval so that Galaxy Gaming may review the Game Software to ensure that the presentation and design of the relevant Licensed Game in the Game Software accurately reflects the pay tables and Rules of Play applicable to the Licensed Game(s) listed in Section B, as set out in the Game Manual or otherwise (such approval not to be unreasonably withheld, delayed or conditioned by Galaxy Gaming and/or by the Galaxy Gaming Group).
7.1 Galaxy Gaming grants to the Licensee and/or to the Licensee Group a non-exclusive license to use the trade marks and logos relating to the applicable Licensed Games set out in Schedule 1 (Trade Marks) inthe Territory solely (a) in connection with the Licensed Games; (b) inLicensee's advertising and promotional materials for the Licensed Games; and (c) on Licensee's (or any Sub-licensees') website(s) in connection with the Licensed Games.
8.2 The Licensee shall, along with the provision of monthly Game Play Data on written request, provide to Galaxy Gaming the name and URL(s) of each Sub licensee that operates a Licensed Game under a Sub-license.
9.2 The Licensee acknowledges that (a) the Licensed Games, the Trade Marks, the Rules of Play, theGame Manual and the Galaxy Gaming Materials are owned by (or licensed to) Galaxy Gaming; and (b)Galaxy Gaming retains the exclusive rights to all Intellectual Property Rights in or related to the Licensed Games and the Trade Marks for on-line gaming; and (c) the Intellectual Property Rights owned by Galaxy Gaming shall not be breached by the Licensee. To the extent that Licenseedoes obtain any rights,title, interest or Intellectual PropertyRights in any of the forgoing then theLicensee shall at Galaxy Gaming’s written request and cost assign such rights, title, interest and Intellectual Property Rights (including any goodwill) to Galaxy Gaming and shall enter into any formal written assignment required by Galaxy Gaming to fully effect such assignment.
10.3The Licensee hereby represents and warrants to Galaxy Gaming that neither this Agreement (or any term hereof) nor the performance of or exercise of rights under this Agreement, is restricted by, contrary to, in conflict with,ineffective under, requiresregistration or approvalor tax withholding under, or affectsGalaxy Gaming’s Intellectual Property Rights (or the duration thereof) under, or will require any compulsory licensing under, any law or regulation of any organization, country, Galaxy Gaming Group or countries or political or governmental entity to which Licensee is subject.
11 Indemnities
which arises out of or in relation to this Agreement even ifthe relevant party has knowledge of the possibility of such loss or damage.
12 3 Subject to Clause [ ],the total aggregateliability of each party in respect of all claims under or in connectionwith this Agreement (whether such liabilityarises under any statute or in contract, tort or, otherwise, or under any warranty or indemnity containedherein) brought [ ] shall be limited to [ ] respect of the [ ] shall be deemed to [ ].
12.4 Subject to Clause 12 1, Clauses 11.1 and 11.2 state the sole and exclusive remedy of Licensee and the entire liability and obligation of Galaxy Gaming with respect to infringement or claims of infringement of any Intellectual Property Right in connection with this Agreement and/or the subject matter herein.
14.1 Galaxy Gaming may terminate this Agreement with immediate effect upon giving written noticeto Licensee if Licensee:
Galaxy Gaming [ ] Address:6480 Cameron Street, Suite 305, Las Vegs Nevada 89118 Email:[ ] With a copy to: [ ] Email: [ ]; and Legal Department Email: [ ] | Evolution [ ] Address:Sackville House, 40, Piccadilly London W1J 0DR Email: [ ] With a copy to: [ ] Email: [ ]; and Legal Department Email: [ ] |
18.2 Each party shall, at the other party's reasonable request, promptlyexecute all documents and do allsuch acts and things asmay be required by the requesting party to give fulleffect to this Agreement.
18.3 Subject to Clause 18.4, neither party shall assign, transfer, sub-license, or sub-contract or undergo a change of Control, or purport to assign, transfer, sub-license or sub-contract, this Agreement or any of its rights, benefits or obligations under this Agreement without the prior written consent of the other party (such consentnot to be unreasonably withheld, delayed or conditioned) except to the extent provided in Clause 2.3.
18.4Evolution and/or Galaxy Gaming may assign, transfer,sub-license, and/or sub-contract this Agreement or any of its rights, benefits or obligations under this Agreement upon thirty (30) days’ prior written notice to the other party to (a) a Licensee Group company or to a Galaxy Gaming Group company as the case may be; (b) a successor by consolidation or merger (whether or not the Licensee or the Licensor (as the case may be) is the surviving entity) or operation of law; (c) a purchaser of all or substantially all of Licensee’s or Licensor’s assets or the assets or business of the Licensee or Licensor (as the case may be) to which this Agreement relates; provided that the Licensee or Licensor shall require the assignee or transferee, as applicable, to acknowledge and agree in writing to assume and be bound by all of the applicable terms and conditions of this Agreement. Any assignment, delegation, or transfer of this Agreement in violation of this Section 11.1 shall be void and of no force and effect.
18.7 Nothing containedherein shall be construed as creating any agency, partnership or other form of joint enterprise between the parties. The parties are independent contractors.
18·10This Agreement may be executed in counterparts. each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.
18.11 This Agreement and any disputes arising out of or in connection with this Agreement shall be construed and governed exclusively in accordance with the laws of the State of Nevada without regard to its principles and rules on conflict of laws or the United Nations Convention on Contracts for the International Sale of Goods (CISG). Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be exclusively and finally settled by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce. The arbitral tribunal shall be composed of three (3) arbitrators appointed in accordance with the said Rules. The third arbitrator, who shall act as president of the arbitral tribunal, shall be jointly nominated by the other two arbitrators within thirty (30) days of the appointment of the second arbitrator. If the president of the arbitral tribunal is not nominated within this time period, then the Court shall appoint such arbitrator. The place of arbitration shall be Wilmington, Delaware. The language to be used in the arbitral proceedings shall be English and award shall be rendered in the English language. Both parties consent to the jurisdiction of the arbitration set out in this Clause 18.11 and waive any objection (including but not limited to the venue and to the enforceability of the arbitral award). Either party, before or during any legal proceedings, may apply to a court having jurisdiction for a preliminary injunction where such relief is necessary to protect its interests pending completion of the legal proceedings. A request for such provisional remedy or interim or conservatory measure by a party to a court shall not be deemed a waiver of the agreement to arbitrate under this Clause 18.11.
18.12Gaming Compliance. As businesses involved in the gaming industry, each Party recognizes that the other conducts business in a highly regulated industry and must operate under privileged licenses issued by gaming regulatory authorities both domestic and international. Each Party recognizes the other maintains respective compliance programs that have been established to protect and preserve their names, reputations, integrity, and goodwill and monitor compliance with the requirements established by gaming regulatory authorities in various jurisdictions around the world. This Agreement and the association of parties are contingent on the continued reasonable approval of each respective party’s compliance committee exercised in good faith consistent with its respective compliance program. Each party shall cooperate with the other party and its respective compliance officer as reasonably requested and provide the respective compliance officer with such information as it may reasonably request on appropriate notice. Further, performance of this Agreement is contingent upon each Party’s compliance with the applicable gaming laws, regulations, and policies in jurisdictions where business activity is conducted. If, during the term, (i) a Party is notified by any regulatory agency, other government agency or its compliance committee, that conducting business with the other Party may jeopardize any license or ability of the other Party to be licensed, or (ii) fails to comply with the applicable gaming laws, regulations, and policies in jurisdictions where business is conducted, or (iii) fails to cooperate with the other Party as requested, then the requesting Party shall have the right to immediately terminate this Agreement, provided it has first sent written notice to the noncompliant Party and the noncompliant Party failed to cure (if susceptible of cure) within thirty (30) days thereof.
IN WITNESS whereof this Agreement has been entered into the day and year first above written by or on behalf of the said parties by the following:
Galaxy Gaming, Inc Evolution Malta Limited
______________________ ______________________
Name: Name: [ ]
Title: Title: [ ]
Schedule 1: List of Intellectual Property Rights owned or licensed by Galaxy Gaming related to the Licensed Games as at the Effective Date
[ ] Numbers | [ ] | [ ] | [ ] | [ ] |
[ ] | [ ] | [ ] | [ ] | [ ] |
[ ] | [ ] | [ ] | [ ] | [ ] |
[ ] | [ ] | [ ] | [ ] | [ ] |
[ ] | [ ] | [ ] | [ ] | [ ] |
[ ] | [ ] | [ ] | [ ] | [ ] |
[ ] | [ ] | [ ] | [ ] | [ ] |
Schedule 2: Licensed Games and Fees
Section A: Licensed Games included in the Agreement as at the Effective Date
The Licensed Games included in the Agreement as at the Effective Date consist of:
Table 1: Games
Right holder | [ ] |
Galaxy Gaming | [ ] |
Galaxy Gaming | [ ] |
Galaxy Gaming | [ ] |
Table 2: Side Bets
Right holder | [ ] |
Galaxy Gaming | [ ] |
Galaxy Gaming | [ ] |
Galaxy Gaming | [ ] |
Galaxy Gaming | [ ] |
Section B: Existing Games during the Term
After the Effective Date, Licensee may add Existing Game(s) to the Agreement as Licensed Game(s). To do so, the parties will update Schedule 1 with an amendment to the Agreement. Licensor will provide applicable Game Manuals for Existing Game(s) that become Licensed Game(s). Any Existing Game(s) added to the Agreement as a Licensed Game will be [ ] the year the game began collecting GGR by Licensee.
For clarity, the Game Software with respect to the additional Existing Game(s) added as Licensed Games still requires approval in accordance with Clause 6.
All Existing Game(s) added as Licensed Games will be licensed [ ] unless otherwise mutually agreed upon in an amendment.
Game(s) of the Licensor that are currently supplied to third parties under exclusivity arrangements (“Third Party Exclusive”) shall be excluded from the License for as long as the exclusivity arrangements subsist. [ ] game becomes available, [ ] to inform the [ ].
Section C: License Fees payable by the Licensee
Subject to the [ ] applicable [ ], the Licensee Fees set out in Table 1 below shall apply to all Licensed Games set out in Section A and Section B above with the sole exception of the [ ] (addressed in Section [ ]), and [ ] and [ ]:
Table 1: License Fees applicable to all Licensed Games excluding the [ ] for as long as the [ ]
CONTRACT YEAR | License Fee [ ] GGR/NGR) |
[ ] | [ ] |
[ ] | [ ] |
[ ] | [ ] |
[ ] | [ ] |
[ ] | [ ] |
[ ] | [ ] |
[ ] | [ ] |
[ ] | [ ] |
[ ] | [ ] |
[ ] | [ ] |
Subject to the [ ] applicable during [ ], the License Fees set out in Table 2 below shall apply only to [ ] force:
Table 2: License Fees applicable only to [ ]:
[ ] | License Fee [ ] GGR/NGR) |
[ ] | [ ] |
[ ] | [ ] |
In the event that the [ ] pursuant to [ ] of the Agreement, the License Fees applicable to [ ] shall be those set out in Table 1 (Section C).
Table 3: License Fees applicable only to [ ]
Contract Year | License Fee [ ] |
[ ] | [ ] |
[ ] | [ ] |
Whenever applicable law prevents Sub-licensee(s) from paying a license fee or royalty on a revenue share model, (a)the Licensee shall without undue delay inform Galaxy Gaming in writing; (b)whereupon, the parties shall enter into good faith discussions and negotiations to agree on a different pricing model applicable to such Sub-licensee(s) that reflects as much as possible the parties’ intention as expressed in this Agreement.
Section D: [ ] undertaking by [ ]; deployment of [ ]
The Licensee will use commercially reasonable endeavours to [ ] during the Term.[ ]. All [ ] will be [ ] on a [ ] unless otherwise mutually agreed upon in an amendment.
Any [ ] added to the Agreement will be the subject of an amendment to the Agreement executed by both parties setting forth the related terms. Once added, the New Game will be considered a Licensed Game under the Agreement. For clarity, the Game Software with respect to the New Games still requires approval in accordance with Clause 6.
Galaxy Gaming will use [ ] the Licensee in writing whenever [ ].
1. The [ ] shall: (a) [ ] months from the Effective Date; and (b) [ ] in all of those States in the USA referred to in (a) above where [ ].
2. With respect to those new states in the USA opening/regulating after the Effective Date, whenever [ ] launches[ ].
3. In addition, [ ]of the Effective Date, replace any and all existing [ ].
Section E: Definitions applicable to the License Fees
[ ] means the aggregate of [ ] winnings in respect of [ ].
[ ] means the total [ ]deducted [ ].
Section F: License Fee Payment Terms
The Licensee shall pay to Galaxy Gaming the License Fees as set out in the Agreement on a [ ] basis within [ ] following the end of the [ ] to which the relevant sums relate.
Section G: [ ] Game Data Reports
For each Licensed Game, the following Game Play Data shall be provided by the Licensee after the end of each month during the Term:
[ ]
[ ]
Section H: governance
The Parties shall appoint person(s) responsible for the performance of this Agreement and all matters arising hereunder. The Parties will have review meetings at such times as shall be agreed between the Parties from time to time but not less than once annually, which will then be the forum for discussing matters such as commercial performance and the like. Notwithstanding the foregoing, no discussion, course of dealing or course of performance, shall be considered an
amendment to this Agreement. This Agreement may only be amended in writing signed by authorized corporate officers of both parties.
Schedule 3: Game Manual(s)
Already provided to the Licensee in respect of the Licensed Games set out in Tables 1 and 2 of Section A of Schedule 2.
Provided by Galaxy Gaming to Licensee on May 10, 2023 by separate Zip file.
4863-8895-3444, v. 1