EXHIBIT 4.24
SOFTWARE LICENSE AGREEMENT
THIS AGREEMENT is entered into this 19 day of March 1998.
BETWEEN:
INTERNET OPPORTUNITY ANTIGUA with offices in Antigua, West Indies
(the "Licensee")
AND
SOFTEC SYSTEMS CARIBBEAN INC. with offices at 1589 Newgate
Street, St. John's Antigua, West Indies
("Softec")
WHEREAS,
A. Softec owns rights to Internet casino software (the "Software");
B. Softec wishes to license the Software to other companies;
C. Softec wishes to provide a complete computer hardware and software
package that the Licensee may use to operate an Internet gaming site;
D. The Licensee wishes to license the Software and make use of' Softec's
computer hardware in order to operate an Internet gaming site;
NOW THEREFORE in consideration of the premises and mutual covenants herein set
forth, the parties agree as follows:
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1. GENERAL PROVISIONS
1.1 DEFINITIONS
1.1.1 "Licensed Software" shall mean a licensed data processing
program or micro program consisting of a series or sequence of
signals, or instructions, statements, or fonts stored on any
media in machine readable form, and any related licensed
materials such as, but not limited to, flow charts, logic
diagrams, manuals, and listing made generally available by
Softec for use in connection with the licensed programs. The
Licensed Software shall consist of a Casino located at a
single URL. with a maximum of two themes: an adult theme
(where a license is available), and a non-adult theme. The
Casino shall have various games of chance which includes, but
is not limited to, blackjack, roulette, pai gow poker, video
poker and slot machine and other games as added from time to
time. based on a theme chosen by the Licensee, a sportsbook
web site within the gaming site, an HTML version of the
sportsbook, and a lottery ticket distribution web site.
1.1.2 "Net Monthly Revenue" shall mean, for any given calendar
month, in the "real money" casino and sportsbook. the total
amount wagered, less winnings, PLUS, total sales of lottery
tickets, less the invoiced cost for purchasing lottery tickets
for the lottery ticket sales. PLUS. any membership fees or
additional fees that may be charged by the Licensee that are
not related to currency conversion or transaction processing,
LESS. any merchant fee for credit card processing, LESS. any
invoiced costs associated with the additional fees
contemplated herein.
1.1.3 "Hardware" shall mean all the necessary computers, routers,
cabling, monitors, hard drives, back-up systems. and other
equipment, as determined by Softec in its absolute discretion,
located at its offices in St. John's Antigua; Vancouver,
Canada, or other locations designated by Softec as may be
required in order to properly store. distribute and run the
Licensed Software.
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1.1.4 "Games" shall mean the casino style games, sportsbook,
lottery, and pari-mutuel games that are played using the
Licensed Software and are available from time to time.
1.1.5 "Downloadable Software" shall mean the portion of the Licensed
Software that must be resident on a customer's computer in
order for the customer to access and play the Games.
1.1.6 "Master CD" shall mean the compact disc containing the
Downloadable Software that may be used to mass produce compact
discs for delivery to the Licensee's customers.
1.1.7 "Customer Information" shall mean all data collected and
stored on customers including, without limiting the generality
of the foregoing, name, address, phone and fax number, e-mail
address, credit card numbers and expiry dates or information
on other types of payments. amounts wagered and frequency of
wage ring.
1.1.8 "Confidential Information" shall mean material in the
possession of Softec which is not generally available to or
used by others or the utility or value of which is not
generally known or recognized as standard practice, whether or
not the underlying details are in the public domain,
including, without limitation, all financial business and
personal data relating to clients, any nonpublic information
about affiliates, subsidiaries, consultants and employees of
Softec or its affiliates, Business and marketing plans.
strategies and methods, studies, charts, plans, tables and
compilations of business industrial information, computer
software and computer technology whether patentable,
copyrightable or not, which is acquired or developed by or on
behalf of Softec or its affiliates from time to time.
1.2 RIGHT TO AUDIT
1.2.1 The Licensee shall have the right, without prior notice to
Softec to inspect and audit all Softec's business, accounting
and
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supporting records which are necessary for purposes of
determining Softec's compliance with the terms of this
agreement. Softec shall fully co-operate with any independent
chartered accountants or certified public accountants hired by
the Licensee to conduct any such inspection or audit. If any
such inspection or audit discloses an under statement of less
than 3% for any period. Softec shall pay, within ten days
after receipt of the inspection or audit report, the sums due
on account of such understatement with interest calculated at
U.S. prime plus one percent. Further, if such inspection or
audit is made necessary by failure of Softec to furnish
invoice reports or any other documentation as herein required,
or if an understatement for any period is determined by such
inspection or audit to be 3% or greater, Softec shall, on
demand and in any event within the said ten days. in addition
to paying the sums due on account of such understatement, also
reimburse for the cost of such inspection or audit, including
without limitation, the charges of any independent chartered
accountants or certified public accountants retained by the
Licensee in connection with such audit or inspection and the
reasonable travel expenses, room, board and compensation of
employees of the Licensee.
1.2.2 The Licensee's right to audit records shall only extend to
records that date back no more than two of Softec's fiscal
years prior to the date Softec receives notice of an impending
audit.
1.3 INDEMNIFICATION
1.3.1 The Licensee acknowledges and agrees that neither Softec nor
any of its members, shareholders, directors, officers,
employees or representatives will be liable to the Licensee or
any of the Licensee's customers for any special, indirect,
consequential, punitive or exemplary damages, or damages for
loss of profits or savings, in connection with this Agreement.
the services or the Equipment or any other information.
material or services provided by Softec to the Licensee under
this agreement. If, despite the foregoing limitations, Softec
or any of its shareholders, directors, officers, employees or
representatives should become liable to the Licensee or any
other person (a "Claimant") in connection with
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this Agreement then the maximum aggregate liability of Softec,
its members, shareholders, directors, officers, employees and
representatives for all such things and to all such parties
will be limited to the lesser of the actual amount of loss or
damage suffered by the Claimant or the amount of the
Licensee's fees payable by the Licensee to Softec for the six
months prior to the Loss.
1.3.2 The Licensee shall indemnify and save harmless Softec and its
members, shareholders, directors, officers, employees, agents,
contractors, representatives, parent company, or subsidiaries
(together, the "Indemnified Parties") from and against all
damages, losses, costs and expenses (including actual legal
fees and costs), fines and liabilities incurred by or awarded
asserted or claimed against any of the Indemnified Parties in
connection with the Licensee's activities under this
Agreement, including claims brought by a person using or
relying upon any advice given or publication produced and
distributed by the Licensee.
1.3.3 Softec shall indemnify and save harmless the Licensee and its
members, shareholders, directors, officers, employees, agents,
contractors, representatives, parent company. or subsidiaries
(together, the "Licensee's Indemnified Parties") from and
against all damages, losses, costs and expenses (including
actual legal fees and costs), fines and liabilities incurred
by or awarded asserted or claimed against any of the
Licensee's Indemnified Parties in connection with Softec's
activities under this Agreement. including claims brought by a
person using or relying upon any advice given in written form
or publication produced and distributed by Softec.
1.3.4 Notwithstanding anything in this Section 1.3, if Softec is
found guilty of fraud in executing its' obligations under this
contract, the Licensee shall not be responsible for any
indemnification of the Indemnified Parties to the extent that
the fraud has caused there to be damages.
1.4 DISRUPTIONS
1.4.1 The Licensee acknowledges that from time to time, as a result
of equipment failure, supplier failures, or acts of god, the
services
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provided under this Contract by Softec can be temporarily
disrupted. The Licensee acknowledges and agrees that neither
Softec nor any of its members, shareholders, directors,
officers, employees or representatives will be liable to the
Licensee or any of the Licensee's customers for any special,
indirect, consequential, punitive or exemplary damages, or
damages for loss of profits or savings, in connection with
these temporary disruptions.
1.4.2 The Licensee acknowledges that Softec's ability to perform its
obligations under this Agreement are subject to government
licensing in whatever jurisdiction Softec may choose to
operate. Softec shall not be held liable for any damages of
any kind whatsoever that may result from changes in government
legislation or policy.
1.4.3 Softec shall facilitate the services contemplated in this
Agreement via whichever Internet Protocol address the Licensee
provides from time to time. The Licensee may. upon written
notice, request that the Internet Protocol address be changed,
and Softec shall make the required change within a reasonable
amount of time.
1.5 CONDITIONS OF LICENSE
This license is granted under the following conditions:
1.5.1 The Licensee acknowledges that its rights in and to the
Licensed Software may not be assigned, licensed or otherwise
transferred by operation of law without the prior written
consent of Softec. Consent shall not be unreasonably withheld.
1.5.2 Copyright and other proprietary rights of Softec protect the
Licensed Software. The Licensee may be held directly
responsible for acts relating to the Licensed Software which
are not authorized by this agreement.
1.5.3 All right, title and interest in and to the Licensed Software,
and any copies thereof, and all documentation, code and logic,
which
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describes and/or comprises the Licensed Software remains the
sole property of Softec;
1.5.4 Neither Softec nor the Licensee shall be responsible for
failure of performance of this agreement due to causes beyond
its control, including, but not limited to, work stoppages,
fires, civil disobedience, riots, rebellions, acts of God, and
similar occurrences.
1.5.5 The sportsbook "format" shall remain standard, and will not be
materially altered from Softec's standard sportsbook
facilities.
1.5.6 The Licensee acknowledges that this is a nonexclusive
agreement and that Softec will license the Licensed Software
to as many other parties as are willing to enter into a
licensing agreement with Softec,
1.5.1 Softec shall register a general security agreement in order to
secure payment in the event the Licensee should become unable
or unwilling to pay for any legitimately invoiced amounts, or
to pay for any other breaches of this Agreement
1.6 TERM AND TERMINATION
1.6.1 This Agreement shall commence and be deemed effective on the
date when executed by an authorized representative of Softec
(the "Effective Date"). This Agreement is in effect for a
period of one year (the "Term") and shall be automatically
renewed indefinitely with additional one year terms unless the
Licensee gives written notice of termination of this Agreement
at least 45 days prior to the end of any one year period.
1.6.2 Softec may terminate this Agreement by giving written notice
to the Licensee at least eight months prior to the end of any
one year term provided, however, Softec shall not give notice
of termination in the first year of this contract.
1.6.3 Softec may terminate this Agreement at any time upon five days
notice if the Licensee is more than 30 days in arrears in
paying any material monthly fees due and owing to Softec. The
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Licensee shall be allowed to cure the breach during the notice
period, thus pre-empting Softec's ability to terminate this
Agreement in accordance with this section. The arrears
contemplated in this section must be of a material amount for
this section to be used by Softec. For the purposes of this
section, material shall mean anything greater than 5% of the
previous month's fees.
1.6.4 Softec may terminate this Agreement at any time upon five days
notice if the Licensee becomes bankrupt or insolvent or ceases
carrying on business for any reason.
1.6.5 The Licensee may terminate this Agreement at any time upon
five days notice if Softec becomes bankrupt or insolvent or
ceases carrying on business for any reason.
1.6.6 The Licensee may. inter alia, terminate this Agreement at any
time upon five days notice if Softec is materially in breach
of this agreement for more than 30 days. Softec shall he
allowed to cure the breach during the notice period, thus
pre-enipting the Licensee's ability to terminate this
Agreement in accordance with this section.
1.6.7 Softec may terminate this Agreement at any time upon five days
notice if Softec, or any of its principals, officers or
Directors becomes the subject of third party civil or criminal
litigation as a result of the Licensee's operations under this
Agreement. The litigation contemplated herein must be
material, and found to be of a serious nature by independent
legal counsel.
1.6.8 Upon termination of this Agreement, the Licensee shall
immediately return to Softec any and all of Softec's materials
which Softec has a proprietary right in that are in the
Licensee's possession and/or in the possession of the
Licensee's agents, servants and employees.
1.6.9 Upon termination of this Agreement. all Customer information
shall be given to the Licensee and Softec shall not make use
of or disclose any Customer Information to any third party.
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1.6.10 Upon termination of this Agreement for any reason, any
security given by the Licensee shall be returned to the
Licensee within thirty days of termination, provided however
that if there are any outstanding invoiced amounts (as per
section 1.5.7) against the Licensee, sufficient security shall
be retained in order to pay for those claims.
1.7 REMUNERATION
1.7.1 The Licensee shall pay to Softec a one time fee of $100,000
U.S. for the development of the graphical front end of the
gaining site and all set-up costs. This payment is to be
delivered, care of, Peter Jensen of Devlin Jensen, Barristers
& Solicitors. Mr. Jensen shall release the fee to Softec in
accordance with the following schedule:
o For release on the Effective Date: $50,000.00
o Upon delivery of fully functional
product as determined by the
Licensee: $50,000.00
1.72 The Licensee shall pay to Softec a monthly fee based on
percentage of the Net Monthly Revenue. The fee shall be paid
in accordance with Schedule A of this agreement. The fees
shall commence when the Licensee is notified by Softec that
the system is operational.
1.7.3 Notwithstanding any amount due and owing in accordance with
Schedule A of this agreement, [*].
1.7.4 All monthly payments shall be delivered to Softec no later
than 5 business days after receipt of an invoice. The invoice
contemplated herein shall be deemed to be received when
emailed or faxed, or within ten days of posting. whichever is
earlier.
* This information has been omitted and is subject to a request for confidential
treatment with the Securities and Exchange Commission.
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1.8 CONFIDENTIALITY
1.8.1 The Licensee shall not disclose, publish, or disseminate
confidential Information to anyone other than those of its
employees with a need to know, and the Licensee agrees to take
reasonable precautions to prevent any unauthorized use.
disclosure, publication, or dissemination of Confidential
Information. The Licensee agrees not to use Confidential
Information otherwise for its own or any third party's benefit
without the prior written approval of an authorized
representative of Softec in each instance.
1.8.2 Softec shall not disclose, publish, or disseminate Customer
Information to anyone other than those of its employees with a
need to know, and Softec agrees to take reasonable precautions
to prevent any unauthorized use, disclosure, publication, or
dissemination of Customer Information. Softec agrees not to
use Customer Information otherwise for its own or any third
party's benefit without the prior written approval of an
authorized representative of the Licensee in each instance.
1.8.3 All Confidential Information, and any Derivatives thereof
whether created by Softec or the Licensee, remains the
property of Softec and no license or other rights to
confidential information is granted or implied hereby. For
purposes of this agreement. "Derivatives" shall mean: (a) for
copyrightable or copyrighted material, any translation,
abridgement, revision or other form in which an existing work
may be recast, transformed or adapted; (b) for patentable or
patented material, any improvement thereon; and (c) for
material which is protected by trade secret, any new material
derived from such existing trade secret material, including
new material which may be protected by copyright, patent
and/or trade secret.
1.8.4 Notwithstanding anything in this Section 1.8. Softec shall be
allowed to use Customer Information for the purpose of
fulfilling its reporting obligations as a public company.
Softec shall also be allowed to use Customer Information in a
statistical form so long as it does not identify individuals
or specific companies.
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1.8.5 The Licensee shall not disclose the contents of this Agreement
to any third party who ii not bound to maintain
confidentiality between the parties. The Licensee acknowledges
that disclosure of the terms of this agreement to third
parties would cause considerable damage to Softec and its
parent company. Starnet Communications International Inc.
2. OBLIGATIONS OF THE LICENSOR
2.1 HARDWARE
2.1.1 Softec shall supply the Hardware as defined in this agreement.
2.1.2 Softec shall maintain the Hardware and pay all costs for
maintaining and/or upgrading the Hardware.
2.1.3 Softec shall supply the office space required to house the
Hardware.
2.1.4 The Hardware shall, at all times, remain the property of
Softec.
2.1.5 Softec shall promptly supply an appropriate connection to the
Internet with sufficient bandwidth to properly operate the
Licensed Software. The Licensee shall pay for all bandwidth
associated only with those customers that are not playing the
Games using real money. Bandwidth shall be charged to the
Licensee at market rates.
2.1.6 Softec shall not be required to maintain a redundant site.
2.1.7 Softec shall make all reasonable efforts to repair and correct
any problems that may arise from time to time which would
cause it to be unable to perform its' obligations under this
Agreement (see section 1.5.4).
2.1.8 Softec shall notify the Licensee of any problems that may
arise from time to time and shall keep the Licensee apprised
of any efforts undertaken to rectify the problem.
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2.1.9 The Hardware shall be located only in places where Internet
gambling may be operated legally, and where the Licensee has
obtained all necessary licenses to conduct online gaming.
2.2 THE LICENSED SOFTWARE
2.21 Softec shall install the Licensed Software on the Hardware.
2.2.2 Softec shall allow all of the Licensee's customers Internet
access to the Licensed Software at no additional cost to the
Licensee or its customers.
2.2.3 Softec shall allow the Licensee's customers to download
directly from the CPU the Downloadable Software necessary for
the Licensee's customer to play the Games.
2.2.4 Softec shall supply to the Licensee a single Master CD
containing the Downloadable Software.
2.2.5 Softec may from time to time, at its discretion; create
additional games, which can be added to the Licensed Software.
If additional games become available, the Licensee may request
to have the addition games added to the Licensed Software at
no additional licensing cost to the Licensee.
2.2.6 Softec may from time to time, at its discretion, translate
part or all of the Games into other languages, which can be
added to the Licensed Software. If additional languages become
available, the Licensee may request to have the additional
languages added to the Licensed Software at no cost to the
Licensee.
2.2.7 Notwithstanding anything stated in this section 2.2, any
changes requested by the Licensee to be made to the graphics
portion of the Licensed Software, shall be charged to the
Licensee at market rates.
2.2.8 Notwithstanding anything stated in this section 2.2. any
changes made to the Master CD at the Licensee's request will
be billed to the Licensee at market rates, plus a one time
$100.00
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U.S. administration fee. Softec retains the right to refuse to
make the requested changes.
2.2.9 Softec shall only be required to provide the Licensed Software
in the English language only.
2.2. 10 Softec will provide all upgrades of the Licensed Software
that does not require changes to the graphical interface, at
no charge to the Licensee.
2.2.11 All upgrades are to be made available to the Licensee within
30 days of the completion of testing.
2.2.12 Notwithstanding anything in this contract, the Licensee may
operate as many casinos on as many separate URL's as the
Licensee wants, with no additional licensing fee to be paid.
All graphics and other work for any additional casino is to be
done by the Licensee. Work done by Softec to create additional
casinos will be billed at market rates and on a time frame to
be agreed upon at the time.
2.2.13 Softec warrants that the Licensed Software correctly
implements algorithms, which are in accordance with the rules
and payouts, which may be displayed on the screen at any time
by the player. Pseudo-random numbers used by the software for
the purposes of choosing game outcomes and shuffling cards are
generated in an unbiased manner.
2.3 FINANCIAL TRANSACTIONS
2.3.1 Softec shall provide a complete transaction processing system
that will allow the Licensee's customers to deposit funds for
use of the Games (the "Transaction Processing System"). The
Licensee's customers will be able to deposit funds via the
Internet through the use of Visa, Master Card, or American
Express credit cards, and also via other standard money
transfer mechanisms such as wire transfer, cheque, Western
Union and money order. Other methods of payment may be made
available from time to time at Softec's discretion, at a cost
to the Licensee to be agreed upon at the time.
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2.3.2 Softec shall only be responsible for processing credit card
debits and credits for which the Licensee holds the
appropriate merchant number accounts.
2.3.3 The Licensee shall be responsible for all aspects of
collecting and paying funds, in accordance with this
Agreement.
2.3.4 The Licensee shall have no rights whatsoever in the
Transaction Processing System.
2.4 TECHNICAL SUPPORT
2.4.1 Softec shall supply 24 hour technical support for the
Licensee's customers.
2.4.2 Softec shall make the Technical support available via the
Internet and via toll free telephone lines.
2.4.3 Softec shall determine the number of people acting as
technical support and the number of incoming telephone lines
for technical support in its absolute discretion.
2.4.4 Technical support offered via the telephone shall be in
English language only.
2.4.5 Technical support offered via the Internet shall be in all
languages in which the Licensed Software is available.
2.5 ACCOUNTING
2.5.1 Softec shall maintain records of all transactions and wagers
placed utilizing the Licensed Software,
2.5.2 The Licensee shall pay a flat fee of $100.00 US plus all
reasonable hourly administration fees and disbursements,
including printing, photocopy and shipping costs, each time
accounting information is requested. Administration fees shall
be paid out at market prices. No fees are payable for regular
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accounting information provided to the Licensee for the
purpose of calculating Net Revenue.
2.5.3 Softec shall supply a complete accounting record, as defined
by Softec from time to time, of the previous month's activity
relating to the Licensed Software within ten working days of
the end of each month. The accounting records shall be
delivered either by facsimile or by e-mail.
2.5.4 Softec shall provide appropriate daily interim accounting
reports, as defined by softec from time to time. The daily
interim accounting records shall be delivered either by
facsimile or by e-mail.
2.5.5 Softec shall have the right to utilize the accounting
information for statistical and reporting purposes provided
specific information about the Licensee is not disclosed.
2.5.6 Softec shall archive amid maintain the accounting information
for a period of 2 fiscal years.
2.5.7 Softec, in its discretion. may destroy any portion of the
accounting information that Softec deems to be no longer
relevant.
2.5.8 The Licensee shall be given thirty days written notice prior
to the destruction of any accounting information. The Licensee
may choose to archive information about to be destroyed, at
its own facilities.
2.6 CUSTOMER DATA
2.6.1 Softec shall maintain a database containing the Customer
Information.
2.6.2 The Customer Information shall remain the property of the
Licensee.
2.6.3 Softec shall provide daily interim Customer Information
reports, as defined by Softec from time to time.
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2.6.4 The Licensee shall pay a flat fee of $100.00 US plus all
reasonable hourly administration tees and disbursements,
including printing, photocopy and shipping costs, each time
additional Customer Information is requested. Administration
fees shall be paid out at market prices.
2.6.5 Softec shall have the right to utilize the Customer
Information for any purpose that does not conflict with the
Licensee's marketing of the Licensed Software. Under no
circumstances shall Softec utilize the Customer Information
for the purpose of marketing, whether or not it is for gaming
or other purposes.
2.6.6 Softec shall archive and maintain the Customer Information for
a period of two years.
2.6.7 Softec, in its discretion, may destroy any portion of the
Customer Information that Softec deems to be no longer
relevant and is greater than two years old.
2.6.8 The Licensee shall be given thirty days written notice prior
to the destruction of any Customer Information. The Licensee
may choose to archive information about to be destroyed, at
its own facilities.
2.7 THE GAMES
2.7.1 The lottery tickets and play options available in the lottery
web site shall be determined from time to time by Softec in
its sole discretion.
2.7.2 Softec shall determine the odds for the casino, the Licensee
shall determine the odds for the sportsbook and the HTML
sportsbook. from time to time.
2.7.3 The Licensee shall determine the betting limits for both the
casino sportsbook and the HTML sportsbook. from time to time,
in its sole discretion. The Licensee niay choose zero as a
betting limit.
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2.7.4 The Licensee, in its sole discretion, shall determine the
betting limits for the Games. The Licensee may choose zero as
a betting limit.
2.7.5 Softec shall determine the games available in the casino and
both versions of the sportsbook, from time to time, in its
sole discretion.
2.7.6 Softec shall determine the lottery tickets available in the
casino as well as the forms of play, from time to time, in its
sole discretion.
3. OBLIGATIONS OF THE LICENSEE
3.1 LICENSES
3.1.1 The Licensee shall be responsible for obtaining and
maintaining all necessary licenses for the operation of an
Internet Casino and an Internet Sportsbook operation.
3.1.2 Softec shall supply to the Licensee upon the signing of this
Agreement, all material information required by the Antigun
Free Trade Zone in order for the Licensee to be issued a
license for an Internet Casino and for an Internet Sportsbook.
3.2 MERCHANT NUMBERS
3.2.1 The Licensee shall be responsible for obtaining and
maintaining appropriate merchant numbers for the processing of
Visa. Master Card American Express credit cards and any other
credit card the Licensee may obtain merchant numbers for (the
"Merchant Numbers").
3.3 MARKETING
3.3.1 The Licensee shall be responsible for all marketing of the
services offered through the Licensed Software.
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3.3.2 The Licensee shall spend on a monthly basis, a minimum of 15%
of the previous month's Net Revenue on marketing and promoting
the Licensee's gaming site.
3.3.3 Softec is not responsible for tracking or maintaining any
records or data with respect to marketing. The Licensee shall
be allowed access to the Hardware for the purpose of tracking
and maintaining marketing data.
3.4 DISTRIBUTION OF SOFTWARE
3.4.1 The Licensee shall be responsible for the production and
distribution of compact discs containing the Downloadable
Software.
3.4.2 The Licensee shall not alter the Licensed Software as supplied
on the Master CD in any way.
3.4.3 The Licensee shall ensure that the packaging for the Licensed
Software, as well as any logo imprinted on the compact disk,
shall display all proprietary rights symbols such as Copyright
and Trademark, as supplied by Softec (the "Symbols"). The
Symbols shall be of the exact same size and font as supplied
by Softec.
3.5 REGULATORY ISSUES
3.5.1 The Licensee shall be responsible for determining which
jurisdictions they choose to market to and receive wagers
from.
3.5.2 The Licensee shall be responsible for determining the legality
of accepting wagers in whichever jurisdictions they choose to
market and receive wagers from.
3.5.3 The Licensee shall indemnify Softec for any reasonable legal
costs, and fines that arise as a result of the Licensee
choosing to accept wagers from any jurisdiction that
determines or has determined that Internet wagering is
illegal.
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3.6 THE WEB SITE
3.6.1 Softec shall construct and maintain the entire web site(s)
where the Downloadable Software is to be made available to the
Licensee's customers (the "Web Sites").
3.6.2 The Licensee shall pay for any and all Uniform Resource
Locators ("URL's") that the Licensee deems necessary to
properly market the Licensed Software.
3.6.3 The Licensee shall ensure that the Web Sites shall display a
statement that the software is licensed, as well as all
proprietary rights symbols such as Copyright and Trademark. as
supplied by Softec (the "Symbols"). The Symbols shall be of
the exact same size and font as supplied by Softec.
3.6.4 The Licensee shall have the right to add as many URL's that
are dedicated solely to the promotion of the Licensee's gaming
site as the Licensee deems necessary.
3.6.5 The Licensee shall have the right to make any changes to the
Web Sites the Licensee feels appropriate. All changes shall be
effected by Softec and charged to the Licensee at market
rates.
3.6.6 Softec shall construct and maintain any and all additional web
sites the Licensee deems necessary for the marketing of the
Licensed Software. All work done to build additional web sites
shall be charged to the Licensee at market rates.
3.6.7 Softec shall not in any way be responsible for the design of
the Web Sites utilized by the Licensee.
4 STANDARD CLAUSES
4.1 NOTICES
Unless otherwise provided in this agreement, any notice provided for
under this agreement shall be in writing and shall be sufficiently
given if delivered personally, or if transmitted by facsimile with an
original signed copy delivered personally within twenty-four hours
thereafter,
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or mailed by prepaid registered post addressed to Softec at their
respective addresses set forth below or at such other than current
address as is specified by notice.
To Softec: Newgate Street
P.O. Box 1589
St. John's, Antigua
West Indies
Attention: Chris Zacharias
Fax: (268) 480-1656
To the Licensee:
Internet Opportunity Antigua
4.2 ENTIRE AGREEMENT AND SCHEDULES
The parties agree that this agreement and its Schedule, if any,
constitute the complete and exclusive statement of the terms and
conditions between the Licensee and Softec covering the performance
hereof and cannot be altered, amended or modified except in writing
executed by an authorized representative of each party. The Licensee
further agrees that any terms and conditions of any purchaser order or
other instrument issued by the Licensee in connection with this
agreement which are in addition or inconsistent with the terms and
conditions of this agreement shall not be binding on Softec and shall
not apply to this agreement.
4.3 GOVERNING LAW AND ARBITRATION
Any dispute in connection with this agreement shall be settled by
arbitration in accordance with any Arbitration Act of British Columbia
then in effect; provided, however, should any dispute arise under this
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agreement, the parties shall endeavor to settle such dispute amicably
between themselves. In the event that the parties fail to agree upon an
amicable solution, such dispute shall be determined by arbitration as
aforesaid.
4.4 GOOD FAITH
The parties acknowledge to one another that each respectively intends
to perform its obligations as specified in this agreement in good
faith.
4.5 PARTIES TO ACT REASONABLY
The parties agree to act reasonably in exercising any discretion,
judgment, approval or extension of time that may be required to effect
the purpose and intent of this agreement. Whenever the approval or
consent of a party is required under this agreement. such consent shall
not be unreasonably withheld or delayed.
4.6 GOVERNING LAW
This agreement and all Schedules shall be governed by and construed in
accordance with the laws of the Country of Antigua, and the Licensee
hereby attorns to the jurisdiction of the courts of Antigua
notwithstanding any other provision expressed or implied in either the
agreement or the Schedules.
4.7 TIME TO BE OF THE ESSENCE
Time is of the essence of this agreement
4.8 NUMBER AND GENDER
In this agreement the use of the singular number includes the plural
and vice versa the use of any gender includes all genders, and the word
"person" includes an individual, a trust, a partnership, a body
corporate and politic, an association and any other incorporated or
unincorporated organization or entity.
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4.9 CAPTIONS
Captions or descriptive words at the commencement of the various
sections are inserted only for convenience and are in no way to be
construed as a part of this agreement or as a limitation upon the scope
of the particular section to which they refer.
4.10 NON-ASSIGNABILITY
This agreement is personal to the Licensee, and the Licensee may not
assign or transfer any of its rights or obligations under this
agreement without the prior written consent or Softec. Consent shall
not be unreasonably withheld.
4.11 BENEFIT
This agreement shall enure to the benefit of and be binding upon the
Licensee, and Softec, their successors and assigns. The Licensee and
Softec may delegate the performance of any of their obligations
hereunder to any corporation which controls, is controlled by or is
under common control with the Licensee.
4.12 WAIVER
No condoning, excusing or waiver by any party hereto of any default,
breach of non-observance by any other party hereto, at any time or
times with respect to any covenants or conditions herein contained,
shall operate as a waiver of that party's rights hereunder with respect
to any continuing or subsequent default, breach or nonobservance, and
no waiver shall be inferred from or implied by any failure to exercise
any rights by the party having those rights.
4.13 FURTHER ASSURANCE
Each of the parties hereto hereby covenants and agrees to execute such
further and other documents and instruments and to do such further and
other things as may be necessary to implement and carry out the intent
of this agreement.
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4.14 CUMULATIVE RIGHTS
All rights and remedies of the parties are cumulative and are in
addition to and shall not be deemed to exclude any other rights or
remedies allowed by law except as specifically limited hereby. All
rights and remedies may be exercised concurrently.
4.15 PRIOR AGREEMENTS
Except as specifically provided for herein, this agreement, including
its Schedules, contains all of the terms agreed upon by the parties
with respect to the subject matter herein and supersedes all prior
agreements, arrangements and understandings with respect thereto,
whether oral or written.
4.16 SEVERABILITY
If any part of this agreement is unenforceable because of any rule of
law or public policy, such unenforceable provision shall be severed
from this agreement, and this severance shall not affect the remainder
of this agreement.
4.17 NO PARTNERSHIP
Notwithstanding anything in this Agreement, no part of this Agreement,
nor the Agreement as a whole shall be construed as creating a
partnership or agency relationship between the parties. If any part of
this Agreement should become construed as forming a partnership or
agency relationship. that part shall be amended such that no
partnership or agency relationship is created, but, that part achieves
what it was originally intended to achieve.
4.18 DOLLAR AMOUNTS
All references to money or specific dollar amounts in this Agreement
are in United States Dollars.
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4.19 INTERPRETATION
In the interpretation of this Agreement or any provision hereof, no
inference shall be drawn in favor of or against any party by virtue of
the fact that one party or its agents may have drafted this Agreement
or such provision.
IN WITNESS WHEREOF the parties have executed this agreement on the date first
written.
Softec Systems Caribbean Inc.
Per: __________________
Name: __________________
Title: __________________
The Licensee: ____________________
Per: __________________
Name: __________________
Title: __________________
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SCHEDULE A
* This information has been omitted and is subject to a request for confidential
treatment with the Securities and Exchange Commission.
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