Exhibit 10.2
(WorldNet Casinos.Com, Inc. Letterhead)
1299 E. Commercial Blvd.
Ft. Lauderdale, Florida 33334
954-453-6000
S0FTWARE LICENSE AGREEMENT
WorldNetCasinos.Com, Inc.
THIS AGREEMENT, (hereinafter, "the Agreement") into the 19th day of April, 1999,
by and between:
WorldnetCasinos.com, Inc. (hereinafter referred to as 'Licensor"), a corporation
having principal offices at 1299 East Commercial Blvd., Fort Lauderdale,
Florida, 33334, USA,
and:
Simulator Systems Inc., a corporation having principal offices at P.O. Box
80241, Portland, Oregon, USA, 97280.
(hereinafter referred to "Licensee")
WHEREAS, the Licensor has developed certain software for Internet gaming and has
full right and title to all games it licenses.
WHEREAS, the Licensee desires to license from the Licensor and operate the
Licensor's software for the Internet gaming/sportsbook site as described herein.
Now, therefore, in consideration of the mutual covenants and promises set forth
herein, the parties ~~~~~~ agree as follows:
1. Entire Agreement
This Agreement, including all appendixes and referenced attachments, constitutes
the entire agreement between Licensor and Licensee and supersedes all proposals,
agreements, oral and written, between the parties on this subject matter,
whether carried out previously or after this agreement.
2. Software License
The Licensor herewith agrees to provide the following services (including the
software license as forth below) on a non-exclusive basis and subject to those
terms conditions:
1. License
The Licensor shall provide a software license, subject to all
provisions within this agreement, as per Schedule A.
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2. Usage
The Licensor grants usage rights to the Licensee on an non-exclusive
basis as follows:
1. The right: to use one copy of the Software utilizing multiple
URLs in a legal jurisdiction for the Licensee.
Except as specifically sat forth, the Licensee shall not copy or
distribute or cause to be distributed or copied, the software for any
other purpose except as provided herein.
3. Documentation
The Licensor agrees to provide current documentation free of charge and
additional documentation, if required, at the Lincensor's normal hourly
rates. The Licensee "I have the right to reproduce any documentation
the Licensor makes available provided that the reproduction is soley
for its internal use.
4. Maintenance
During to period of the lease, the Licensor shall provide to Licensee
any new, corrected or enhanced version of the Software as create by the
Licensor. Such enhancement shall include all modifications to the
software which Increase the speed, efficiency or ease of use of the
software or add additional capabilities or functionality to the
software, but shall not include any substantially now or rewritten
version of the software.
5. Performance
Subject to availability, Licensee shall be entitled to the casino game
listed on Schedule A. In the event that certain software is not
available or functioning as represented, a different game will be
substituted.
3. Performance of Services
The Licensee shall be solely responsible for the selection, installation and use
of the licensed product. The Licensor shall provide Licensee with technical
support and services as set out in Schedule A. These services do not include
hosting, merchant processing and other related Internet e-commerce services, nor
do they form any part of this license agreement.
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4. Delivery and installation
The parties hereto acknowledge and understand that time is of the essence and
shall make their best efforts to expedite the delivery of the Software as
follows:
1. Delivery Schedule
The Licensor shall deliver or cause to be delivered to the Licensee at
the specified hosting site, the agreed upon Software program with a
time period specified In Schedule A.
2. Site Preparation and Installation
The Licensor shall be responsible for preparation and installation of
the Software at the designated hosting location, specified in Schedule
A.
5. Acceptance
Acceptance of the Software shall occur upon delivery by the Licensor to the Site
of Licensee at the Software, as set forth In Schedule A.
6. Title
Title to the original and any copies of the Licensed program materials, in whole
or in part, which are made by Licensee, including translations, complications,
partial copies, and updated works shall be and remain the sole property of the
Licensor.
7. Warranty and Legality
Upon delivery, the Licensor acknowledges to the but of its ability that the
Software is free of defects or imperfections for a period of sixty (60) days
from delivery date. Any errors that auto error messages and which can be
reproduced by the Licensee on the Licensor's or mutually agreeable test computer
system that are found In the delivered software during the warranty period shall
be corrected in a reasonable time from at the Licensor's expense.
The Licensor shall only be responsible for errors that we reproducible in the
Software as delivered by the Licensor, and not for any errors created because of
programs or Additions made by the Licensee or any other party.
The Licensor hereby disclaims all other warranties of any kind as the Software,
Client Games, whether stated or implied, including any warranty of
merchantability or fitness for a particular purpose, even if the Licensor has
been advised of that purpose.
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The Licensee represents that it has conducted an independent investigation into
the legality of it's Intended use of the Software and hereby releases the
Licensor from any responsibility with respect to any present or intervening
illegality of such use.
The Licensee shall indemnity and hold the Licensor harmless from any and all
claims, liability or damage arising from or related to any alleged or actual
illegal use of the Software, In the event of any such illegality the Licensee
shall not be excused from it's obligations to the Licensor hereunder.
8. Payment to the Licensor
All payments shall be made by the Licensee to the Licensor as provided heroin on
Schedule A.
Upon termination of this Agreement for any reason, the Licensor shall be
entitled to payments and partial payments that occurred prior to the date of
termination and for which the Licensor how not yet been paid.
Furthermore, all Services and Schedules provided herein by the Licensor shall be
suspended if any payments, fees or invoices are in arrears and shall remain
suspended until such time the arrears have been paid or until the Licensor
elects to continue working with the Licensee.
9. Term/Termination
1. Term
The term hereunder shall begin upon the Effective date, and shall
continue for a period of five (5) years, and may be renewed for the
some period, unless terminated In writing by either party, within sixty
(60) days of the anniversary date and as long as either party is not in
default of this Agreement. Both parties agree that the License and
Confidentiality provisions of to Agreement shall remain in full force
and effect after the termination of this Agreement.
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2. Default
Either party has the right to terminate this Agreement if the other
party breaches or is in default of It's obligations hereunder, and such
default is incapable of cure or which, being capable of cure, has not
been cured within thirty (30) days after receipt of notices of such
default (or such additional cure period as the non-defaulting party may
authorize).
3. Act of Insolvency
Either party may terminate this Agreement by written ratio to the
affected party if the affected party becomes insolvent suffers or
permits the appointment of a receiver for its business or assets,
becomes subject to any proceeding under any bankruptcy or insolvency
law whether domestic or foreign, or has wound up or liquidated
voluntarily or otherwise
4. Force Majeure Event
In the event that either party is unable to perform any of it's
obligations under this Agreement, or to enjoy any of it's benefits
because of natural disasters, or communications line failure not the
fault of the affected party (hereinafter referred to (Force Majeure
Event), the party who has been so affected shall immediately give
notice to other party and shall do everything possible to resume
performance. Upon receipt of such notice, all obligations under this
Agreement shall be immediately suspended. If the period of
nonperformance exceeds fifteen (15) days from this receipt of notice of
the Force Majeure Event, the party whose ability to perform has not
been affected may, by giving written notice, terminate this Agreement.
However, delays in delivery due to Force Majeure Events shall
automatically extend the delivery date for a period equal to the
duration of such Events; any warranty period affected by a Form Majeure
Event shall likewise be extended for a period equal to the duration of
such Event
5. Return of Software
Should this Agreement be terminated by the Licensor for any reason
pursuant to this Agreement, the Licensor shall be entitled to repossess
any and all the Services by directing the Licensee in writing to
deliver all records, notes, date, memoranda of any nature that are in
their possession or under their control within fifteen (15) days to the
Licensor and at the Licensee's expense to the nearest convenient
location of the Licensor.
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10. Relationship of Parties
It is understood by the parties that to Licensor is an independent contractor
with respect to the Licensee, and not an employee of the Licensee. The Licensee
shall not provide fringe benefits, including health insurance benefits, paid
vacation, or any other employee benefit, for the benefit of the Licensor or it's
employees and/or agents. Furthermore, it is understood and agreed by the parties
that for a period of two (2) years, the Licensee shall not hire, or contract
with or in any manner have any of the Licensor's employees work for the
Licensee.
11. Consequential Damages
Licensee damages shall be limited to replacement of the software.
12. Intellectual Property
Except as otherwise provided for herein, the following provision shall apply
with respect to copyrightable works, ideas, discoveries, inventions, application
for patents, and patents (collectively, "Intellectual Property"):
1. The Licensed shall not hold any ownership Interest in any Intellectual
property
2. Any items of intellectual property discovered or developed by to
Licensor (or the Licensor's employees) for the benefit of the Licensee
during the term of this Agreement shall automatically become the
property of the Licensor.
13. Confidential and Proprietary Information
Both parties recognize that they have and/or shall have copyrights, products,
costs, business affairs, trade secrets, technical information, product design
information and other proprietary information (collectively, "Information")
which are valuable, special and unique assets.
1. Licensee's Business information
The Licensor agrees that the Licensor shall not knowingly distribute
any information of the Licensee to a third party without prior approval
of the Licensee. The only exception to this being statistics, winnings,
number of players, and any other information with regard to the games,
required by the Licensor to use in the marketing of the Software,
should this be a part of the herein agreement.
2. The Licensee agrees that the Software provided by the Licensor to the
Licensee is the sole property of the Licensor regardless of any
payments, fees or other considerations made to the Licensor by the
Licensee.
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3. Unauthorized Disclosure of Information
In the event the Licensee has disclosed (or has threatened to disclose)
Information in violation of this Agreement, the other party shall be entitled to
an injunction to restrain the other party from disclosing, in whole or in part,
such information, or from providing any Services to any party to whom such
information has been disclosed or may be disclosed pending resolution for any
arbitration filed to resolve a dispute as it relates to this Agreement. Licensee
shall be prohibited by this provision from pursuing other remedies, including a
claim for losses and damages.
4. Confidentiality After Termination of Agreement
The confidentiality provisions of this Agreement shall remain in full force and
effect after the termination of this Agreement.
14. Return of Records
Upon termination of this Agreement, both Parties shall deliver of records,
notes, date, memoranda, of any nature that are in their possession or under
their control and that are the other Party's property or relate to the other
Party's business operations.
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15. Notices
All notices required or permitted under this Agreement shall be in writing and
shall be deemed delivered when delivered in person or deposited into the USA
mail, postage prepaid, addressed as follows:
Licensor: WorldNet Casinos.Com Inc
1299 East Commercial Blvd.
Fort Lauderdale, Florida 33334
USA
Lincensee:
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Such addresses may be changed from time to time by either party providing
written notice in manner set forth above.
16. Amendment
This amendment may be modified of amended, if the amendment is made in writing
and is signed and dated by both parties.
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17. Severability
If any provision of this Agreement shall be hold to be invalid or unenforceable
for any reason, the remaining provisions shall continue to be valid and
enforceable. If arbitration finds that any provision of the Agreement is invalid
or unenforceable, then such provision shall be deemed to be written, construed,
end enforced as so limited.
16. Waiver
The failure of either party to enforce any provision of this Agreement shall not
be construed as a waiver or limitation of that party's right to subsequently
enforce and compel strict compliance with every provision of this Agreement.
No term or Provision hereof shall be deemed waived and no breach excused unless
such waiver or consent shall be in writing and signed by to party claimed to
have waived or consented.
19. No Contingencies or Changes
It is agreed by the Licensor that the Software has been created and is not
contingent upon uncertain events or engineering which shall not have occurred
until after the contract is awarded. This does not include changes requested by
the Licensee or other factors that are not under the Licensor's direct control.
20. Taxes
Licensee shall pay all taxes arising from the license of this Software except
for any tax based on Licensor's income.
21. Applicable Law and Venue
This Agreement shall be governed by the laws of the State of Florida. Any suits
by law or in equity or arbitration shall be hold in Broward County, Florida. The
Licensee consents to the personal jurisdiction of the courts of Florida.
22. Enforcement
In the event of the breach of any covenants or provisions set forth herein, and
in to event of litigation in connection with this Agreement, the prevailing
party shall be entitled to recover it's costs, including attorney's fees at
trial and all appellate levels.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement and do each
hereby warrant and represent that their respective signatory whose signature
appears below has been and is on the date of the Agreement duty authorized by
all necessary and appropriate corporate action to execute this Agreement and
have cause this Agreement to become effective as of the date first above
written:
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"LICENSOR"
WORLDNETCASINOS.COM INC.
Per:
---------------------------------- (SEAL)
Name:
----------------------------------
Title:
----------------------------------
"LICENSEE"
SIMULATOR SYSTEMS, INC. (SEAL)
Per:
----------------------------------
Name:
----------------------------------
Title:
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SCHEDULE A
Forming part of the Agreement, dated this 19th day of April, 1999, by and
between:
WORLDNETCASINOS.COM, INC. (Licensor)
- - and -
SIMULATOR SYSTEMS, INC. (Licensee)
Both parties agree to the following term:
Both Parties agree to the following terms:
Purchase Price is ONE HUNDRED AND FIFTY DOLLARS ($150,000.00) US
Payment Schedule:
$50,000.00 upon Execution of this contract.
The balance of $125,000.00 upon completion of this project.
Term of License is 5 years. This license is renewable after five years, for a
further five years at $100,000.00 US dollars.
This Licensee will include the following:
Casino: To include eight (8) games, which may include the following, or some
derivative of the following games:
Blackjack
Slots
Pai-gow
Video Poker (Dueces Wild and Jacks or Better)
Roulette
Instant Bingo
Baccarat
The game SuperSix will be Included In this Casino, for which the Licensee
receives 25% of the net win.
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Sportsbook: Fully functioning on-line Sportsbook shall also be included, from
which the Licensee will receive 15% of the net win of the traffic from his site.
This Licensee will be provided with the following management services, including
but not Limited to:
1. Hosting: The Software will be hosted and managed from our server's
location in Costa Rica.
2. Graphics and Changes: Custom graphics including logo and web site
design.
3. Technical Support: Licensee is entitled to technical support for the
duration of the License.
4. 1-800 Customer Support Number: This telephone number is provided to the
Licensee for use by players of the Casino/sportsbook to report any
problem questions and/or questions they may have. This number is
answered by our operators located in Costa Rica.
5. Offshore Circuits: Licensee shall be provided with bandwidth of at
least 2 meg over internet circuits.
6. Backup: All servers are guaranteed battery backup as well as a 100 KVA
generator in the event of a power outage.
7. Site Promotion: The Licensee is guaranteed participation in our search
engine site promotion.
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A Management fee for the above services is to be paid, based on thirty percent
(30%) of the net win of the Casino/Sportsbook.
WORLDNETCASINOS.COM, INC.
- ---------------------------------------
SIMULATOR SYSTEMS, INC.
- ---------------------------------------
DATED THIS day of ,1999.
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February 24, 1996
Re: Letter of Intent for the License of Software
Dear ***** Kelly:
This letter of intent is for the purpose of confirming the conversation
to date and mutual intention of WorldNet Casinos.Com, Inc. ("Licensor") and
Simulator Systems, Inc. ("Licensee"). If the basic terms and conditions as set
forth in this Letter of Intent are acceptable, then it is the intent of the
parties that a definitive License Agreement will be entered into, embodying the
concepts and proposed terms outline below, including customary representations,
warranties and indemnification, by both parties.
1. Confirmation of Licensing Agreement. Within 5 days from the date of
this Letter of Intent, Licensee shall confirm to Licensor, in writing, of its
desire to enter into, embodying the concepts and proposed terms outline below,
including customary representations, warranties and indemnification's by both
parties.
2. Gaming Software Packages. Licenses has selected the following gaming
software packages.
The Casino License for "Casino Pirata" will exist for a period of five
a (5) years. This License is Renewable after five (5) years for a further five
(5) years at One Hundred and Fifty Thousand US Dollars ($150,000.00). License
will include nine games: blackjack, slots, pai-gow, video poker (double down,
deuces wild and jacks or better), roulette, instant bingo, and baccarat.
Included with the option plan, the License will be provided with the following
management services, including but not limited to:
- - Domain Name, including ".com" and ".co.or"
- - All graphic changes
- - Offshore circuits, via internet circuits - 2 meg
- - Two (2) servers: a) 1 sequal database server
b) 1 Dec Alpha, 600 megahertz
- - Thirty (30) day installation
- - Tech support for the duration of the contract
- - Use of UPS battery backup and 100 kva generator
- - 1-800 telephone number for customer support
- - Participation in our search engine site promotion
- - Software upgrades as available
Signature /s/PHS
A management fee of thirty percent (30%) of the net win for these services will
apply.
In conjunction with the Casino software, a sportsbook link is set up on your
casino site to drive traffic to the sportsbook site, of Global Collection Corp,
of which you receive fifteen percent (15%) of the net win.
3. Additional Services. The proposed License Agreement will
specifically exclude Licensor from any obligation related to marketing or
promotional services concerning the gaming programs licensed to Licensee.
Furthermore, Licensor will not be providing credit card processing services for
the business of Licensee pursuant to the proposed License Agreement, however,
Licensor will provide introduction and contact to the agent of such services.
This service refers to the Translock System, realtime sales reporting system,
and MasterMerchant Services, the credit card processing system.
4. Performance. Within thirty (30) days from the date of the License
Agreement, Licensor shall provide and/or install (depending on software package)
the gaming program selected by Licensee requires a modification to Licensor's
software resulting in a delay to Licensor's 30 day performance period, Licensee
agrees that Licensor shall not be responsible for such a delay.
5. Payments. Licensee shall pay Licensor a total license fee of One
Hundred and Fifty Thousand US dollars, ($150,000.00).
Payable is accepted as follows:
(1) Deposit of $50,000 upon execution of this Letter of Intent.
(2) Remaining balance of $100,000 due upon signing of contract.
6. Definitive Licensing Agreement. The definitive License Agreement
shall be prepared by Licensor and submitted to Licensee no later than 30 days
after confirmation date.
Signature /s/PHS
7. Non-Binding. This letter expresses discussions to date and is not
intended to be a binding agreement. It is understood that the definitive License
Agreement will contain other terms and conditions which will have to be
negotiated and agreed to before finalizing said License Agreement.
If this Letter of Intent is in accordance with your understanding of
the proposed transaction, please indicate your acceptance of this letter by your
signature below.
Very truly yours,
WorldNet
Casino.Com, Inc.
Agreed this
Day of March, 1999
February 24, 1998
Re: Letter of Intent for the License of Software
Dear :
This Letter of Intent is fag the purpose of confirming the
conversations to date and mutual intention of WorldNet Gaming, Inc. ("Licensor")
and ("Licensee"). If the basic terms and conditions as set forth in this Letter
of Intent are acceptable, then it is the intent of the parties that a definitive
License Agreement will be entered into, embodying the concepts and proposed
terms outlined below, including customary representations, warranties and
indemnification by both parties
1. Confirmation of Licensing Agreement. Within 5 days from the
date of this Letter of Intent, Licensee shall confirm to Licensor, in writing of
its desire to enter a definitive and binding License Agreement with Licensor
("Confirmation Date").
2. Gaming Software Packages. Licensee to has selected the
following gaming
The Casino License for "Casino Pirata", will exist for a period of five
years. The Won will include nine games: blackjack, slots, pai-gow, video poker
(double down, deuces wild and jacks or better), roulette instant bingo, and
baccarat. Included with the option plan, the Licensee will be provided with
management services, including but not limited to: server-hosting, hardware,
bandwidth, maintenance, technical support, assist with marketing contacts for
site promotion, account and billing back office suite to view real-time sales,
software upgrades and an offshore IBC. A management fee of thirty percent (30%)
for these services will apply. In conjunction with the Casino software, a
sportsbook link is set up on your Casino site to drive traffic to the sportsbook
site, of Global Collection Corp. of which you received 15% of the net win.
3. Additional Services. The proposed License Agreement will
specifically exclude Licensor from any obligation related to marketing or
promotional services concerning the gaming programs licensed to Licensee.
Furthermore, Licensor will not be providing credit card processing services for
the business of Licensee pursuant to the proposed License Agreement.
4. Performance. Within ninety (90) days from the date of the License
Agreement, Licensor shall provide and/or install (depending on the software
package) the gaming program selected by Licensee, the name and design of which
will be selected by Licensee. In the event Licensee requests a modification to
Licensor's software resulting in a delay to Licensor's 90 day performance
period, Licensee agrees that Licensor shall not be responsible for such a delay.
4. Licensee shall pay Licensor a total license fee of $150,000.00 US
dollars payable as follows:
(1) Deposit upon execution of this Letter of Intent.
(2) Remaining balance due upon .
5. Definitive licensing Agreement. The definitive License Agreement
shall be prepared by Licensor and submitted to Licensee no later than. days
after the Confirmation Date.
6. Non-Binding. This letter expresses discussions to date and is not
intended to be a binding agreement. It is understood that the definitive License
Agreement will contain other terms and conditions which will have to be
negotiated and agreed to before finalizing said License Agreement.
If this Letter of Intent is in accordance with your understanding of
the proposed transaction, please indicate your acceptance of this letter by your
signature below.
Very truly yours,
WorldNet
Casino.Com, Inc.
---------------------------------
By:
------------------------------
(Print name and title)
Agreed this
Day of March, 1999
- ---------------------------------
LICENSEE
By:
------------------------------
(Print name and title)