Software License and Services Agreement
This AGREEMENT, entered into the 9th day of September, 1999, by
and between The HomeBingo Network, Inc., a Pennsylvania
Corporation (THBN), and XxxxxxXxxxxxxx.xxx, Inc., a Nevada
corporation, (CasinoBuilders) hereinafter collectively referred
to as the Parties.
WITNESSETH THE FOLLOWING:
The Parties to this Agreement make the following Representations
with the full expectation that the other Parties will rely upon
these representation for the purposes of entering this Agreement.
In the event that any of the following Representations are not
true, the offended Party may choose to terminate its obligations
under this Agreement.
WHEREAS, THBN has created certain unique and proprietary software
for Online Bingo games known and trademarked as "8 Draw Bingo"
that includes a pool of 999 different Bingo cards, a prize paying
structure that awards prize amounts which are proportional to the
amount bet, which prize amounts decrease as each Bingo number
between the fourth and the eighth is drawn, a method of ending
every game after eight numbers have been drawn regardless of how
many players have called bingo, and which software also includes
other unique and proprietary features, and
The U.S. Patent and Trademark office has verbally indicated its
approval and its intent to publish for objection
WHEREAS, THBN will create a version of "8 Draw Bingo" exclusively
for XxxxxxXxxxxxxx.xxx, to be known as "Xxxxx Bingo", and
WHEREAS, XxxxxxXxxxxxxx.xxx has entered into an agreement to
purchase CYBERLUCK CURACAO N.V., which currently provides for the
operation of licensed games of change (casino games) from the
Netherlands Antilles, and
WHEREAS, XxxxxxXxxxxxxx.xxx has provided documentation to THBN
that CYBERLUCK is authorized by the central government of the
Netherlands Antilles to operate, or to further authorize the
operation of certain games of change via service lines and over
the Internet from Curacao, and
WHEREAS, XxxxxxXxxxxxxx.xxx markets and promotes and develops
various services and online entertainment products for the
Internet gaming industry worldwide, and
WHEREAS, Xxxxxxxxxx.xxx is a registered service xxxx of
XxxxxxXxxxxxxx.xxx, and
WHEREAS, Xxxxxxxxxx.xxx is a registered Domain fo THBN, and
WHEREAS, The Parties herein desire to cooperate with each other
for the purpose of causing the software and technology developed
by THBN to be sub-licensed by XxxxxxXxxxxxxx.xxx to others who
will use said software, and
WHEREAS, it is the intention of The Parties to install, maintain
and operate a central computer server "hub" in Curacao,
Netherlands Antilles which will enable multiple entities to
operate "I Draw Bingo" and/or Xxxxx Bingo" on the Internet in
accordance with the laws of the Netherlands Antilles.
DEFINITION - Net win is defined as the amount of the gaming
revenue entered less the amount paid out as winnings.
NOW THEREFORE, in reliance upon the foregoing Representation, and
in consideration of the efforts of the parties, and other good
and valuable consideration herewith exchanged, it is mutually
agreed as follows:
1. THBN shall transfer its registered Domain Xxxxxxxxxx.xxx to
XxxxxxXxxxxxxx.xxx no later than October 1, 1999, for the payment
of 10,000 shares of restricted CSNO equity shares.
2. THBN shall provide the requirements of a fully configured
Internet server to XxxxxxXxxxxxxx.xxx who shall arrange for this
service to be purchased and installed in Curacao at its own cost.
3. Said server shall be configured remotely by THBN in such a
manner as to comply with the specifications of XxxxxxXxxxxxxx.xxx
and Cyberluck.
4. Said server shall contain a "free play" version and a "cash
play" version of "Xxxxx Bingo" which shall be unified in such a
manner that the prizes awarded at the "free play" version may be
claimed only by visiting the "cash play" version. The "cash play"
version shall include a script provided by Cyberluck to connect
to Global Cash, Inc. the E-commerce provider designated by
Cyberluck.
5. THBN shall takes such steps as may be required to integrate
Global Cash e-commerce into "I Draw and/or Xxxxx Bingo".
6. Said server shall be capable of hosting multiple web sites
for sub-licenses of THBN's software only as authorized by
Cyberluck.
7. XxxxxxXxxxxxxx.xxx will, at their own expense, purchase,
install, operate and maintain said server and provide Internet
connectivity for it 24 hours a day, 365 day a year.
8. XxxxxxXxxxxxxx.xxx shall operate said server as a hub for
sub-licenses, and as a bingo web site for the Cyberluck
designated information Provider, and for no other purpose.
9. Neither XxxxxxXxxxxxxx.xxx nor any of its nominees shall
make any use of THBN's software except as provided for in this
Agreement.
10. State, federal and international laws and treaties
applicable to intellectual property rights and fair trade
practices will be honored by the Parties in such a manner as to
protect THBN's software and XxxxxxXxxxxxxx.xxx's assets and
rights.
11. THBN hereby grants and extends to XxxxxxXxxxxxxx.xxx, or
their designee, an exclusive right and license to sub-license to
others and to use THBN's software branded as "Xxxxx Bingo" to
operators who place their gaming server and are licensed within
the Netherlands Antilles, and in accordance with the terms of the
Agreement.
12. Said excusive rights shall remain in full force and effect
only as long as XxxxxxXxxxxxxx.xxx pay THBN the royalty and
software license fees described below and as long as they perform
all the other duties imposed upon them by the terms of this
Agreement.
13. XxxxxxXxxxxxxx.xxx shall cause CYBERLUCK to appoint a
designated information Provider to operate for their own "in
house" account two branded "Xxxxx Bingo" games, one for
development testing and one for marketing demographic testing.
14. As payment for the first "in house" "Xxxxx Bingo"
development testing game, XxxxxxXxxxxxxx.xxx shall pay THBN as
monthly royalty and license fees all net win in any month from
play, with the intent to offset development costs.
15. As payment for the second "in house" Xxxxx Bingo" market
demographic testing game, XxxxxxXxxxxxxx.xxx shall provide to
THBN free monthly licensing and hosting of the development
testing "in house" game identified in item 15.
16. XxxxxxXxxxxxxx.xxx shall permit applicants to operate their
own branded and dedicated Online Bingo game under the Cyberluck
license, and using THBN's software if provided by
XxxxxxXxxxxxxx.xxx, provided such applicants:
a. Have completed and complied with the approved Application
for Information Provider ("IP") status as provided to applicants
by CYBERLUCK and,
b. Once approved by CYBERLUCK, have remitted a license fee
which shall include the sum of $5,000 payable to THBN for the
initial software sub-license fee of $10,000 per month and remit
$5,000 THBN, until such time as the operators Net Win exceeds
$40,000 for three consecutive months wherein XxxxxxXxxxxxxx.xxx
will charge operator $15,000 per month and remit $7,500 to THBN,
and thereafter should operators Net Win exceed $80,000 per month
for three consecutive months, XxxxxxXxxxxxxx.xxx shall change
operator $20,000 per month and remit $10,000 to THBN. There will
be no further market increases without the mutual agreement of
both parties.
c. Have entered into and complied with the terms of an
Information Provider ("IP") Agreement with CYBERLUCK which shall
permit the Operator to offer Online Bingo services under the
CYBERLUCK
17. THBN will provide XxxxxxXxxxxxxx.xxx and all approved "Xxxxx
Bingo" game operators with the ability and constant opportunity
to change the seed for any computer generated random Bingo
numbers that are broadcast by THBN.
18. THBN may replace or change any or all of the 999 Bingo cards
periodically, with ample advance notice to Cyberluck and
XxxxxxXxxxxxxx.xxx and all approved sub-licenses.
19. XxxxxxXxxxxxxx.xxx or any approved sub-licensees authorized
by XxxxxxXxxxxxxx.xxx may create and give away CD's of any
version of THBN's Bingo games that they desire.
20. XxxxxxXxxxxxxx.xxx shall remit to THBN on the fifteenth day
of each month a collective royalty and sub-license fee in
accordance with the schedule contained in this agreement.
21. In the event that THBN does not receive full payment of the
above monthly obligation of sub-licensees, XxxxxxXxxxxxxx.xxx
shall terminate the services available to every sub-licensee that
has not fulfilled the financial obligations imposed upon them by
the terms of their IP Agreements.
22. XxxxxxXxxxxxxx.xxx shall include terminology in its
Agreements with sub-licenses to protect THBN's interest in
collecting said license and royalty fees.
23. Software sub-license fees shall be fixed for a period of
twelve months from the date such fee was first paid. Fees may be
renegotiated between the parties with respect to new sub-licenses
but cannot effect the operation of any existing sub-license.
24. If THBN shall offer similar services in another jurisdiction
at prices less than $10,000 monthly or its equivalent. THBN shall
be precluded from increasing the licensee fee.
25. The initial term of this Agreement shall be for three years
and shall continue for subsequent one-year periods, as long as
The Parties are in compliance with the terms of this Agreement.
26. The Parties may not sell or sub-assign any rights conveyed
under this agreement except as specifically provided in this
Agreement except to wholly owned or affiliated subsidiaries.
27. If THBN fails to deliver the software and configure the
server as required under this agreement within 60 days form the
date it receives full root access to the server from
XxxxxxXxxxxxxx.xxx, Agreement shall be null and void at the
election of XxxxxxXxxxxxxx.xxx.
28. THBN agrees to indemnify and defend CyberLuck and
XxxxxxXxxxxxxx.xxx against all claims for violation of
intellectual property rights, patents or trademarks as a result
of entering into and operating under this Agreement.
29. THBN shall be responsible at all times for routine
maintenance access to the operating servers.
Agreed by the parties on the dates indicated below:
/s/ Xxxx Xxxxx dated: 9-9-99
Xxxx Xxxxx - President
The HomeBingo Network, Inc.
/s/ Xxxx Xxxxxxxxx dated: 9-9-99
Xxxx Xxxxxxxxx - President
XxxxxxXxxxxxxx.xxx, Inc.
