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EXHIBIT 10.5
THIS SOFTWARE SUPPLY AND SUPPORT AGREEMENT (this "Agreement") IS ENTERED INTO AS
OF THIS 13th DAY OF MARCH, 1998, BY AND BETWEEN:
INTERTAINET OVERSEAS LICENSING LIMITED
a Cyprus corporation,
with its principal place of business at
00 Xxxxxxxxx Xxxxxx
Xxxxxx 000
Xxxxxxxxx
Xxxxxxx, Xxxxxx
(referred to in this Agreement as "IOL"),
- and -
WORLDWIDE MEDIA HOLDINGS N.V.
a Netherlands Antilles corporation,
with its principal place of business at
X.X. Xxx 000
Xxxxxxxxxxx 00
Xxxxxxx, Xxxxxxxxxxx Antilles
(referred to in this Agreement as "Marketing Representative")
WHEREAS, Marketing Representative is a party to that certain agreement
entitled "Appointment of Marketing Representative" dated as of March 13, 1998,
by and among Marketing Representative, IOL, Cyberluck Curacao N.V., a
Netherlands Antilles company ("Cyberluck"), and Bardenac Holdings N.V., a
Netherlands Antilles company ("Bardenac") which agreement was amended by that
certain agreement entitled "Amended and Restated Appointment of Marketing
Representative" dated as of March 13, 1998, (collectively the "Appointment
Agreement");
WHEREAS, Cyberluck is the holder of that certain gaming license, License
No. 1668/JAZ (the "Gaming License"), issued by the government of the Netherlands
Antilles, which Gaming License permits, among other things, the appointment of
Information Providers permitted to establish a virtual casino on the Internet
(the "Casino"), with the gaming computer server located in Curacao;
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WHEREAS, Bardenac is Information Provider to Cyberluck for the Casino
pursuant to that certain written agreement by and among Bardenac, Cyberluck, and
IOL, and is the owner of the Casino;
WHEREAS, IOL is in the business of providing certain software and
software and hardware management services for the operation of software and
hardware in connection with the taking and processing of bets for casino games
offered by virtual casinos on the Internet;
WHEREAS, Marketing Representative wishes to use certain software of IOL
and to obtain certain software and hardware management services from IOL in
connection with its rendering of certain Marketing Services to the Casino as
defined in the Appointment Agreement;
WHEREAS, IOL wishes to permit Marketing Representative to use certain
software and to render certain software management services to Marketing
Representative; and
WHEREAS, Marketing Representative and IOL desire to enter into this
Agreement upon the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the premises and mutual promises and
covenants set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, IOL and Marketing
Representative hereby agree as follows:
1. DEFINITION OF TERMS
As used in this Agreement, the following capitalized terms, not
otherwise defined herein, have the meanings indicated:
ADVERTISING TARGET - the term "Advertising Target" shall mean the
minimum expenditure by Marketing Representative on advertising in each
one-month period during the currency of this Agreement and any renewals,
and shall be the sum set out in Schedule "A" to this Agreement;
COMMENCEMENT DATE - the term "Commencement Date" shall mean March 13,
1998 so long as all of the following have occurred;
(a) IOL has been satisfied that Marketing Representative has been
appointed as a marketing representative under the Appointment
Agreement, that the Gaming License permits the appointment of
marketing representatives, that the Gaming License has been
granted by a governmental authority acceptable to IOL, that the
Appointment Agreement permits Marketing Representative to
provide marketing services to the Casino, that all regulatory
requirements have been complied with (including the approval of
Marketing Representative as a Marketing Representative of the
holder of the Gaming License, if required), and that the Gaming
License is in good standing;
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(b) Customization has been substantially completed pursuant to
Schedule "B" to the Agreement;
(c) Ninety percent (90%) of the fee for initial Customization has
been paid pursuant to Schedule "B" of the Agreement.
CUSTOMIZATION - the term "Customization" shall mean the provision by IOL
to Marketing Representative of its standard commercial application,
version 2.1 or greater, in which the graphics, sounds and texts have
been customized to the specifications of Marketing Representative based
on replacements (in form, content and quantity reasonably acceptable to
IOL) provided by Marketing Representative to IOL at the time of payment
of the fee for initial Customization ("Custom Client Software
Application").
INTELLECTUAL PROPERTY RIGHTS - the term "Intellectual Property Rights"
shall mean all copyrights (including, without limitation, the exclusive
right to reproduce, distribute copies of, display and perform the
copyrighted work and to prepare derivative works), copyright
registrations and applications, trademark rights (including, without
limitation, registrations and applications), patent rights, trade names,
maskwork rights, trade secrets, moral rights, author's rights,
algorithms, rights in packaging, goodwill and other intellectual
property rights, as may exist now and/or hereafter come into existence,
and all renewals and extensions thereof, regardless of whether any of
such rights arise under the laws of the United States or any other
state, country or jurisdiction, and all derivatives of any of the
foregoing.
IOL SERVICES - the term "IOL Services" shall mean:
(a) the system of services implemented by IOL and its affiliates and
third party providers and used by or on behalf of Marketing
Representative in the provision of the Marketing Services to the
Casino, including a limited license for the Custom Client
Software Application and an electronic cash settlement system
(collectively, the "IOL System");
(b) the provision and operation in the jurisdiction from which the
Gaming License has been issued of a gaming server to operate the
IOL System;
(c) monitoring of the IOL System;
(d) the provision of technical support for the IOL System including
both general computer software and hardware support;
(e) a system of accounting and reporting to Marketing
Representative;
(f) management of the IOL System;
(g) Customization;
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(h) the provision of all "bug" fixes, modifications, enhancements
and upgrades issued to the standard commercial version of the
Custom Client Software Application;
(i) the provision, if offered by IOL to its customers generally, of
a Web-site design service and maintenance system; and
(j) the provision of support, in English, to the end-users of
Marketing Representative in their use of the IOL System.
IOL USER DATA - The term "IOL User Data" shall mean that portion of the
User Data that is part of the electronic cash settlement system.
MARKETING REPRESENTATIVE USER DATA - The term "Marketing Representative
User Data" shall mean the User Data exclusive of the IOL User Data.
NET WIN - The term "Net Win" shall mean the difference between aggregate
end-user losses and aggregate end-user winnings
SALES TARGET - The term "Sales Target" shall mean the minimum sales
revenue to be generated by Marketing Representative during the currency
of this Agreement and any renewals, and shall be the amount set out in
Schedule "A" to this Agreement.
UNITED STATES END-USER - The term "United States end-user" shall mean
any end-user who indicates on the registration screen of the IOL System
to IOL or Marketing Representative that he has a mailing or billing
address located in the United States or in any district, commonwealth,
territory, or possession of the United States (collectively the "United
States").
USER DATA - The term "User Data" shall mean gaming computer server
records accumulated in the IOL System, including, without limitation,
all information about the end-users and all end-user transactions,
whether gaming or otherwise.
All amounts are in U.S. dollars.
2. IOL SERVICES
During the term of this Agreement and any extensions, IOL shall provide
the IOL Services to Marketing Representative in accordance with the terms set
forth in this Agreement.
(a) RIGHT TO SUB-CONTRACT. - Marketing Representative acknowledges
and agrees that IOL shall have the right at all times to
subcontract to one or more third party providers, whether or not
affiliates of IOL, all or part of the IOL Services, subject to
the same material terms and conditions relating to unauthorized
access and the confidentiality of the User Data and information
relating to Marketing Representative as provided herein;
provided, however, that IOL shall have first
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obtained the written agreement of any affiliated third party
provider that Marketing Representative shall be an intended
third-party beneficiary of any such subcontract with rights,
subject to the limitations of this Agreement, to enforce such
subcontract against the third party provider; and provided,
further, that no such subcontract shall release, or shall be
construed to release, IOL from any of its obligations under this
Agreement.
(b) EFFECT OF MAJOR CHANGE - It is acknowledged and understood that
the IOL System's ability to perform or provide certain financial
functions may be limited by the constraints imposed by IOL's
agreements with banking or financial entities. IOL represents
and warrants that such constraints do not currently materially
interfere with Marketing Representative's use of the IOL System
or with IOL's performance of its obligations under this
Agreement. In the event that any such constraints in the future
materially interfere with Marketing Representative's use of the
IOL System or with IOL's performance hereunder, Marketing
Representative may, in its reasonable discretion, treat any such
constraint as a Major Change as defined in Section 2(h) below.
If Marketing Representative does not terminate this Agreement
under Section 2(h) on account of such constraints, this
Agreement shall be deemed amended to the extent required in
order that IOL may comply with the constraints imposed by such
third party contracts.
(c) ACCESS TO IOL SYSTEM - As of the Commencement Date and subject
to the availability of the computer gaming server and to IOL's
band width capacity on the Internet, IOL shall provide Marketing
Representative's end-users with real-time access to the IOL
System for the purpose of utilizing the IOL Services and
Marketing Representative with real-time access to the logs
generated by the IOL System;
(i) NO DOWN-TIME LIABILITY - IOL shall not be liable to
Marketing Representative or its end-users for any
down-time in the IOL System, whether scheduled or
unscheduled; provided, however, that IOL shall give
Marketing Representative five (5) days prior notice of
any scheduled down-time within IOL's control or of which
IOL is aware.
(ii) STORAGE AND COMPUTER FACILITIES - IOL agrees to provide
an amount of data storage and data processing capacity,
adequate to accommodate the data processing and storage
needs of Marketing Representative.
(iii) RESPONSE TIME - IOL shall not be liable to Marketing
Representative or its end-users for any delay in
response time within the IOL System.
(d) ACCESS TO MARKETING REPRESENTATIVE USER DATA - IOL agrees to
provide Marketing Representative with real-time access by
electronic means to the Marketing Representative User Data. This
access will be by way of personal computer using the Windows NT
Operating System (PC) provided by the Marketing Representative.
IOL further agrees to use its best efforts to provide
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Marketing Representative with copies of all written or
electronic communications between end-users and IOL, provided
that such communications are not related to electronic cash
settlements with end-users.
(e) STORAGE OF USER DATA - IOL agrees to store and maintain at its
expense the Marketing Representative User Data. Marketing
Representative and IOL specifically acknowledge and agree that,
except as authorized in this Agreement, no party other than
Marketing Representative, IOL and any third party provider
reasonably acceptable to Marketing Representative shall have
access to or use of the Marketing Representative User Data. IOL
warrants and represents that the Marketing Representative User
Data shall be kept confidential and shall not be disclosed to
any third party, unless such disclosure is approved in advance
by Marketing Representative.
(i) UNAUTHORIZED ACCESS TO USER DATA - Marketing
Representative hereby acknowledges and agrees that any
attempt by Marketing Representative, its employees,
agents or end-users to access without authority any part
of the User Data or any part of the IOL System, except
as authorized herein, is a direct violation of the terms
and conditions of this Agreement. For purposes of this
Section 2(e)(i), the term "access" shall include,
without limitation, any attempt to copy, download,
manipulate, reverse engineer, export or transfer any
part of the User Data or the IOL System without the
prior written consent of IOL. IOL shall have the right,
its sole and absolute discretion, to stop providing the
IOL Services in the event it reasonably determines that
Marketing Representative, its employees, agents or
end-users have gained unauthorized access to the IOL
System. IOL shall resume providing the IOL Services when
it is reasonably satisfied that such unauthorized access
is no longer available. Continued attempts by Marketing
Representative, its employees, agents or end-users to
gain unauthorized access to the IOL System shall be
considered a breach of this Agreement. IOL shall provide
written notice to Marketing Representative of such
attempts. If an end-user is reasonably determined to be
responsible for such repeated attempts, IOL shall, in
its sole and absolute discretion, have the right to bar
such end-user access to the IOL Services and the IOL
System. If Marketing Representative, its employees, or
its agents are reasonably determined to be responsible
for such repeated attempts, IOL shall have the right, in
its sole and absolute discretion, to terminate this
Agreement immediately with or without notice to
Marketing Representative.
(ii) COMPLIANCE WITH REGULATORY REQUIREMENTS - Marketing
Representative acknowledges and agrees that IOL shall be
under no obligation to disclose any User Data to
Marketing Representative that IOL is precluded from
disclosing by applicable law, statute, or regulation.
Notwithstanding anything foregoing to the contrary, IOL
shall use its best efforts to meet its obligations under
this Agreement regarding the
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User Data, including, without limitation, providing
Marketing Representative with the information that
Marketing Representative requires to comply with any
applicable law, statute, or regulation, including,
without limitation, the reporting requirements of the
Gaming License.
(f) TECHNICAL SUPPORT SERVICES - IOL shall provide Marketing
Representative with start up support without additional charge,
for a period of time up through and including thirty (30) days
following the processing of the first live end-user transaction
through the IOL system. Additional start up support services
will, at the specific request of Marketing Representative, be
provided by IOL for an amount mutually agreed upon by the
parties on a case-by-case basis.
(g) SYSTEM IMPROVEMENTS - IOL reserves the right to improve, change
or otherwise modify the IOL System, the IOL Services, or any
part of them as deemed appropriate by IOL from time to time, and
in the sole and absolute judgment of IOL. Marketing
Representative specifically acknowledges and agrees that IOL may
from time to time make changes to the IOL System and/or the IOL
Services which do not materially affect IOL's performance or the
terms and conditions of this Agreement. IOL will make every
reasonable effort to provide prior written notice of any such
changes to Marketing Representative and will use its best
efforts to minimize the disruption of access to the IOL System
by Marketing Representative and end-users.
(h) CHANGES INDUCED BY THIRD PARTY - IOL shall use its best efforts
to give Marketing Representative thirty (30) days' prior written
notice of the implementation of any changes to the IOL System
and/or the IOL Services which are induced or mandated by a third
party and which substantially, materially or adversely alter the
terms of this Agreement or any of the features of the IOL
Services (hereinafter collectively referred to as a "Major
Change"). Within ten (10) days of receipt of such notice or
implementation of any Major Change, whichever shall first occur,
Marketing Representative may elect to exercise its option
pursuant to Section 11(b) (ii) hereof to terminate this
Agreement. If Marketing Representative does not exercise its
option to terminate this Agreement, then the Major Change,
including any new charges, terms or conditions created thereby,
shall become effective and binding on Marketing Representative
on the date of its implementation.
(i) CUSTOMIZATION - IOL will provide a Custom Client Software
Application pursuant to the delivery schedule attached hereto as
Schedule "B".
(j) NO OBLIGATION TO SERVICE ALL END-USERS - IOL may prohibit
certain end-users access to the IOL System if, in its reasonable
discretion, it deems it necessary, at any time or times, whether
to comply with the laws or regulations of any governmental
agency or authority, for credit risk purposes or for any other
reason; provided, however, that IOL shall use its best efforts
to give Marketing
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Representative prompt written notice of IOL's decision to
prohibit access to certain end-users, which notice shall
include, without limitation, the identity of the end-user and
the facts and circumstances underlying IOL's shall not
unreasonably refuse Marketing Representative's request to
reinstate the access of any end-user if access was denied as a
result of a gaming rather than an electronic cash issue. Nothing
in this Section 2(j) shall limit, or be construed to limit,
IOL's rights under Section 2(e)(i) hereof.
(k) MARKETING REPRESENTATIVE TO SET LIMITS - Betting limits on the
IOL System shall initially be as set out in Schedule "B" to this
Agreement and shall be altered from time to time by Marketing
Representative by notice in writing to IOL, subject to IOL's
approval, which approval may not be unreasonably withheld.
3. COMPENSATION TO IOL
(a) COMPENSATION - In consideration of the supply of the Custom
Client Software Application to Marketing Representative and the
agreement to provide IOL Services to Marketing Representative in
connection with its obligation to supply Marketing Services (as
defined in the Appointment Agreement) to the Casino, Marketing
Representative shall pay to IOL the fees, charges, costs and
other compensation set out in this Agreement and specified in
Schedule "A" to this Agreement and shall include:
(i) CUSTOMIZATION FEE - Fees for initial Customization as
set out in Schedule "A". Should IOL, through no failure
on Marketing Representative's part, fail to commence
operating the Custom Client Software Application within
ninety (90) days of the date of execution of this
Agreement, then IOL shall refund to Marketing
Representative the fee for initial Customization.
(ii) ADDITIONAL CUSTOM PROGRAMMING SERVICES - If Marketing
Representative desires additional custom programming
services and if IOL, acting reasonably, agrees to do so
on a case-by-case basis, then IOL shall provide such
services for an amount mutually agreed upon by the
parties on a case-by-case basis;
(iii) FEES INCURRED IN CONNECTION WITH REGULATORY COMPLIANCE -
All reasonable out-of-pocket charges incurred by IOL on
the Marketing Representative's behalf in connection with
the reporting and filing requirements on Marketing
Representative's behalf mandated by the Gaming License;
and
(iv) ADDITIONAL INCIDENTAL EXPENSES - such additional
incidental expenses as IOL shall reasonably incur on
Marketing Representative's behalf including, without
limiting the generality of the foregoing, wire transfer
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costs and the cost of service and technical support
attributable to Chargebacks, etc.
(b) PAYMENT - Payment shall be made in accordance with the payment
schedule set out in Schedule "A" and this Agreement. IOL
reserves the right to procure payment from Marketing
Representative by invoice by electronic debit, or combination
thereof, as follows:
(i) INVOICE - IOL may invoice Marketing Representative
periodically for the amounts due and owing from
Marketing Representative to IOL. IOL shall credit any
fees and costs that were paid in advance against such
invoice and render a net amount owing for the previous
period in addition to the prepayment of new fees and
costs due in the current period. IOL may deliver such
invoice by facsimile transmission or other written
notice to Marketing Representative. Marketing
Representative shall make payment within fifteen (15)
days after the invoice is received. In addition, all
sums past due for twenty (20) days shall thereafter
accrue interest thereon with such interest at the rate
of the lesser of one and one half percent (1.5%) per
month and the maximum amount allowed by law.
(ii) ELECTRONIC DEBIT - Marketing Representative acknowledges
that, whether or not invoiced IOL shall be entitled to
retain from the Net Win, any and all costs, charges, and
fees provided for in this Agreement. By execution of
this Agreement, Marketing Representative expressly
acknowledges IOL's right to make any and all such debits
from the Net Win of the Casino it has collected for
Bardenac. IOL will provide to Marketing Representative
no later than the fifteenth (15th) business day of each
month, an itemized statement detailing the transactions
and related debits for the calendar month immediately
preceding.
(c) SUSPENSION OF IOL SERVICES - In the event that any undisputed
invoice for a material amount is not paid within twenty-five
(25) days after the date payment is due, and IOL is unable to
electronically debit the payment, IOL may, in addition to any
other rights and remedies it may have under this Agreement, at
law or in equity, suspend Marketing Representative's access to
the IOL Services until such amount is paid in full.
(d) LOCAL TAXES - IOL is not currently subject to any local taxes in
the Netherlands Antilles on account of rendering the IOL
Services under this Agreement. In the event that IOL should
become subject to any such local taxes, IOL shall promptly
notify Marketing Representative in writing, and the parties
shall agree to a mutually acceptable adjustment in the fees to
be received by IOL the IOL Services.
(e) MARKETING REPRESENTATIVE'S INDEMNITY OF IOL - Marketing
Representative acknowledges that, in addition to the obligations
of Marketing Representative to
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pay IOL as set out in this Agreement, IOL is owed an on-going
monthly service fee (the "Monthly Service Fee") by Bardenac for
providing the IOL Services for the Custom Client Software
Application during the term of this Agreement. Marketing
Representative agrees to indemnify and hold IOL harmless from
and against any failure or refusal by Bardenac to pay the
Monthly Service Fee; provided, however, that Marketing
Representative's obligation to indemnify IOL shall be expressly
conditioned upon the following:
(i) The Monthly Service Fee shall not exceed in any given
month;
(ii) IOL shall have given Bardenac written notice of default
in respect of any failure or refusal by Bardenac to pay
the Monthly Service Fee, which notice shall provide a
period of not less than thirty (30) days within which
Bardenac may cure its default;
(iii) IOL shall have sent Marketing Representative a copy of
any notice of default from IOL to Bardenac;
(iv) IOL shall have continued to make all payments of the
Marketing Fee due from Bardenac to Marketing
Representative; and
(v) Upon receipt of any notice of default from IOL to
Bardenac, Marketing Representative shall have the option
to terminate this Agreement if, within sixty (60) days
of its receipt of such notice, Marketing Representative
is not appointed the marketing representative for
another Information Provider reasonably and mutually
acceptable to Marketing Representative and IOL.
4. PAYMENT OF MARKETING FEE
(a) ACKNOWLEDGEMENT OF MARKETING FEE OWED BY BARDENAC - IOL
acknowledges and agrees that the Appointment Agreement provides
for the payment by Bardenac to Marketing Representative of a fee
(the "Marketing Fee") in consideration of the rendering of
Marketing Services equal to *** of the Net Win of the Casino
generated from end-user use of the Custom Client Software
Application.
(b) ACKNOWLEDGMENT OF DIRECTION TO PAY - IOL also acknowledges and
agrees that Bardenac has authorized IOL as its agent to be in
possession of the Net Win of the Casino and to pay the Marketing
Fee directly to Marketing Representative on Bardenac's behalf as
set forth in this Section 4.
(c) PAYMENT OF FEE - IOL shall pay Marketing Representative the
Marketing Fee on behalf of Bardenac on a periodic basis selected
by Marketing Representative, but not more frequently than daily.
Subject to the Rolling Reserve as defined below, the periodic
payments shall be based on the Net Win resulting from the
settlements of end-user transactions. IOL represents and
warrants that the
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*** Confidential information has been omitted and filed separately with the
Commission.
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settlement of an end-user transaction will take place no later
than five (5) days following the transaction. All payments of
the Marketing Fee shall be made by wire transfer to an account
specified in writing by Marketing Representative.
(d) ROLLING RESERVE - Subject to a true-up as set out below, IOL
shall be entitled to hold back from each payment of the
Marketing Fee a sum not to exceed five (5%) percent of the
amount otherwise due to Marketing Representative as an estimate
of all end-users' Chargebacks, as defined below. Marketing
Representative acknowledges end-users' Chargebacks may be
incurred after the period in which the Marketing Fee is earned
and, accordingly, authorizes IOL to retain a sum not to exceed
five (5%) percent of the amount that Marketing Representative
would otherwise receive as a reserve for a period of one hundred
and eighty (180) days.
(e) MONTH END TRUE-UP - At the end of each calendar month, IOL shall
perform a reconciliation of the Net Win of the Casino during
that month to determine the actual Marketing Fee due and owing
to Marketing Representative from Bardenac and shall pay to
Marketing Representative by the tenth day of the following
month, the shortfall, if any, between the amounts actually paid
to Marketing Representative during such month and the amount
actually owing to Marketing Representative for such month. The
reconciliation shall include without limitation, the Net Win,
incidental expenses incurred on Representative's behalf, any
interim payments of the Marketing Fee, and the Rolling Reserve.
(f) ACCOUNTING - Unless Marketing Representative, within forty-five
(45) days after delivery of any month end true-up calculation
and payment, if any, notifies IOL in writing that it objects to
any item or computation set forth on the month end true-up, such
month end true-up shall be binding upon the parties. If
Marketing Representative and IOL are unable to agree upon the
computation or calculation of the month end true-up within
thirty (30) days after any notice of objection has been given by
Marketing Representative to IOL and the amount of the dispute
exceeds Twenty-Five Thousand Dollars ($25,000), an independent
accounting firm mutually agreed upon by Marketing Representative
and IOL within 10 days after the expiration of such 30-day
period (the "Accounting Firm") shall resolve the disputed items
and determine the month end true-up within 30 days after its
acceptance of its appointment in such capacity. Any
determination by the Accounting Firm shall be binding upon the
parties. In addition, the Accounting Firm shall be authorized to
determine which of the parties is the prevailing party in any
dispute, and whichever party is not determined to be the
prevailing party shall bear all of the fees, costs, and expenses
of the Accounting Firm. In the event that the Accounting Firm is
appointed, IOL shall cause IOL's then existing independent
auditors to provide the Accounting Firm, Marketing
Representative and its independent auditors full access to all
books and records and working papers to the extent necessary to
enable Marketing Representative and its independent auditors to
verify each month end true-up.
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5. FINANCIAL AND OTHER INFORMATION
IOL shall maintain full and complete books of account and other records
reflecting the results of operations of the Casino in accordance with Canadian
generally accepted accounting principles consistently applied (or such other
accounting method approved in writing by Marketing Representative). The
financial information that IOL shall furnish or cause to be furnished to
Marketing Representative shall include, without limitation, the following: any
and all accounting records necessary to audit and verify the Net Win, the
Marketing Fee, Rolling Reserve, month end true-up calculations, and any other
fees or revenues referred to in the Agreement.
6. CHARGEBACKS
(a) Marketing Representative acknowledges that it is the policy of
IOL's electronic cash settlement system provider to negotiate
and pay, where it in its sole and absolute judgment deems
advisable, all chargebacks received by IOL's clearing bank and
to issue, when it considers it advisable, a credit to any
end-user who questions any IOL transaction appearing on the
end-user's statement (collectively referred to in this Agreement
as "Chargebacks"). Marketing Representative further acknowledges
the full and complete authority of such provider or any
subsequent provider to accept or reject Chargebacks and/or issue
credits, as it in its sole and absolute judgment deems
appropriate, without incurring any liability to Marketing
Representative for any such actions. Marketing Representative
agrees to conduct its activities at all times hereunder in
accordance with the chargeback and credit policies of such
provider and to fully comply with any rules and regulations that
it may issue from time to time relating to the implementation of
such policies.
(b) IOL represents and warrants that its agreements with banks and
other financial institutions permit such banks and financial
institutions to terminate such agreements if the level of
Chargebacks exceeds one percent (1%) of gross credit card
deposits processed for a period of two (2) months or longer.
Marketing Representative agrees that if such banks or financial
institutions terminate their agreements with IOL on this basis
on account of the gross credit card deposits processed under
this Agreement, IOL shall be entitled to terminate this
Agreement in accordance with Section 11(a) (i) below.
7. RIGHTS IN DATA
The parties hereto shall have the below listed rights of ownership in
the User Data.
(a) OWNERSHIP OF USER DATA - Marketing Representative shall own all
right, title, and interest in and to the Marketing
Representative User Data and all data contained therein.
Marketing Representative shall permit IOL access to and use of
the Marketing Representative User Data but only for purposes
that are directly related to the performance of IOL's
obligations under this Agreement.
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IOL agrees that it shall not access or use all or any portion of
the Marketing Representative User Data for any other purpose.
IOL further agrees that it shall not disclose all or any portion
of the Marketing Representative User Data, to any third party,
except as permitted under this Agreement, and shall strictly
maintain the confidentiality of the Marketing Representative
User Data. In the event that IOL is required by applicable law
or otherwise to disclose all or any portion of the Marketing
Representative User Data, IOL shall give Marketing
Representative at least ten (10) days advance written notice of
such required disclosure, if possible, and shall cooperate with
Marketing Representative's efforts, if any, to contest such
disclosure.
Notwithstanding the foregoing, Marketing Representative shall
have no right, title or interest in or access to any User Data,
if such right, title, interest, or access is prohibited by
applicable law; provided, however, that nothing herein shall
relieve, or shall be construed to relieve, IOL of its
obligations to prevent disclosure of all or any portion of the
User Data except as permitted hereunder, or to maintain the
strict confidentiality of the User Data.
(b) DATA SECURITY PROCEDURES - IOL agrees to utilize reasonable
security measures to protect and preserve the integrity of the
User Data and the IOL System and to prevent unauthorized access
to the User Data.
8. RIGHTS IN CASINO
Except as provided for in this Agreement, Marketing Representative shall
have no right, title, or interest in or to the Casino, the Net Win or
any other revenues of the Casino, the Gaming License, the IOL System,
the System Improvements, or the Custom Client Software Application.
Nothing in this Agreement shall create, or shall be construed to create,
any other interest in or on behalf of Marketing Representative. IOL
acknowledges and agrees that Marketing Representative is an independent
contractor and licensee under this Agreement and that IOL shall not make
any statement or take any action which may be construed to imply or
impute any other relationship with or role of Marketing Representative,
whether as a partner, a joint venturer, an owner, or otherwise.
9. REPRESENTATIONS, WARRANTIES AND ADDITIONAL COVENANTS OF MARKETING
REPRESENTATIVE
Marketing Representative represents, warrants, and covenants as follows:
(a) GAMING LICENSE - Marketing Representative is the marketing
representative referred to in the Appointment Agreement. All
regulatory requirements to which Marketing Representative is
subject have been, or within sixty (60) days after the
Commencement Date will be, complied with. To the best of
Marketing Representative's knowledge, the Gaming License is in
good standing, Marketing Representative has full power and
authority to operate pursuant to the Gaming
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License, and the Appointment Agreement and the Gaming License
are in full force and effect. Marketing Representative shall
comply with the requirements of the Gaming License during the
term of this Agreement and any extensions thereof.
(b) AUTHORIZED TO DO BUSINESS - that it is duly incorporated and
existing under the laws of the jurisdiction of its incorporation
and is authorized to do business in the jurisdiction from which
the Gaming License has been issued and the gaming server is to
be located.
(c) MARKETING AND PROMOTION OF THE CUSTOM CLIENT SOFTWARE
APPLICATION -
(i) Marketing Representative acknowledges that it is the
sole responsibility of Marketing Representative to
solicit end-users for the Custom Client Software
Application.
(ii) Marketing Representative hereby agrees to employ its
best efforts to diligently market and promote the Custom
Client Software Application to prospective end-users.
(iii) All marketing and promotional efforts shall be created,
implemented and paid for by Marketing Representative and
shall be submitted to IOL for its approval as to medium
and content before being implemented, which approval IOL
shall not unreasonably withhold. If Marketing
Representative shall not have received IOL's disapproval
of a submission within one (1) business day of IOL's
receipt, IOL shall be deemed to have given its approval.
The parties agree that Marketing Representative shall
make all such submissions to IOL by facsimile
transmission or electronic mail and that IOL may respond
by any method other than electronic mail.
(iv) Before the Commencement Date, IOL will provide Marketing
Representative with its standard guidelines as to
acceptable marketing and promotional efforts, and
Marketing Representative agrees that it will abide by
them (as amended or supplemented from time to time by
IOL).
(v) Marketing Representative agrees to spend a minimum of
the Advertising Target provided for in Schedule "A" to
this Agreement.
(vi) Marketing Representative acknowledges that this
Agreement may be terminated by IOL in accordance with
the termination provisions set out in Section 11(a) (i)
below in the event that the advertising guidelines in
force from time to time are not complied with,
advertising or promotion is undertaken without
requesting IOL's prior written consent or is
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undertaken despite notice of disapproval having been
given or if the Advertising Target is not met.
(vii) Marketing Representative shall provide copies of
receipted invoices at one-month intervals as prima facie
proof that is satisfying its Advertising Target. At
IOL's request, at any time or times, Marketing
Representative will provide such additional independent
verification that it is meeting the Advertising Target
as its auditors may determine is necessary.
(d) TRADEMARKS AND URL - Marketing Representative represents and
warrants that it is the owner or licensee of certain trademarks
and universal resource locators ("URLs"), both registered and
unregistered, in the names set out in Schedule "A", as amended
from time to time, and has the exclusive right to use such
trademarks and URLs in the jurisdiction from which the Gaming
License has been issued and in which the server is to be
located.
(e) SALES TARGET - Marketing Representative represents and warrants
that it intends to meet the Sales Target set out in Schedule "A"
of the Agreement and acknowledges that IOL may terminate this
Agreement in accordance with Section 11(a) (i) below if the
Sales Target is not met.
(f) EXCLUSIVE USE OF IOL SERVICES - Marketing Representative agrees
that at all times during the term of this Agreement it shall
utilize the IOL System exclusively for rendering the Marketing
Services to the Casino; provided, however, that nothing herein
shall prohibit or prevent Marketing Representative from using
all or any portion of the Marketing Representative User Data for
any purpose unrelated to the marketing of any other virtual
casino on the Internet. Should IOL have any reasonable evidence
that any Confidential Information provided to Marketing
Representative has been used by Marketing Representative in the
operation of casino software technology not provided by IOL then
IOL shall have the right to terminate this agreement in
accordance with the termination provisions set out in Section
11(d) below.
(g) UNAUTHORIZED ACCESS TO THE IOL SYSTEM - except as expressly
authorized in this Agreement, Marketing Representative agrees
not to attempt to gain electronic access to the IOL System, or
in any way to use, download or modify any data, files or
software programs incidental to the use of the IOL System or to
permit unauthorized third party access to the IOL System.
(h) PROGRAMMING CONTENT - Marketing Representative agrees to observe
and comply with all local, national and international laws,
rules and regulations (including Internet codes of practice or
conduct), now existing or which may hereafter be enacted,
regarding the transmission, content or advertising of a virtual
casino.
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(i) LIMITED RESALE OF IOL SERVICES - except as expressly provided
herein, Marketing Representative shall not sell, transfer,
publish, disclose, display or otherwise make available to any
third party, any portion of the IOL System or the IOL Services.
IOL acknowledges that Marketing Representative intends to
solicit end-users to use the IOL Services and to provide them
with access to the IOL System. Marketing Representative is
hereby authorized to solicit end-users to use the IOL Services
on a limited, "per transaction" basis. Marketing Representative
is not authorized however, to sell or otherwise permit wholesale
access to the IOL system to any third party which has not itself
directly contracted with IOL, or contracted through an IOL
approved network of entities, for the IOL Services.
(j) SUB-CONTRACTING - Marketing Representative shall not
sub-contract its obligations under this Agreement without the
consent of IOL, which consent may not be unreasonably withheld,
except to a company with which it is affiliated or related and
for whose obligations the Marketing Representative remains
liable.
(k) BETTING LIMITS - The Betting Limits for the games offered on the
Casino shall be as set forth on Schedule "B" to this Agreement.
Marketing Representative shall not increase any of the Betting
Limits without the consent of IOL, which consent shall not be
unreasonably withheld.
10. REPRESENTATIONS, WARRANTIES AND ADDITIONAL COVENANTS OF IOL
IOL represents, warrants, and covenants as follows:
(a) IOL is a corporation duly organized, validly existing and in
good standing under the laws of the Country of Cyprus.
(b) The execution and delivery of this Agreement to Marketing
Representative and the transactions contemplated hereby have
been duly authorized by all necessary corporate action of IOL.
The execution and delivery of this Agreement and the
consummation of the transactions contemplated by it will not
conflict with or result in breach of the terms, conditions or
provisions of or constitute a default under the certificate of
incorporation or bylaws of IOL or any agreement or instrument
under which IOL is obligated. IOL has full legal right, power
and authority to enter into this Agreement and perform its
obligations under this Agreement.
(c) There is no claim, litigation or proceeding, pending or, to the
knowledge of IOL, threatened, and there exists no basis or
grounds for any such suit, action, proceeding, claim or
investigation which prevents or materially affects, or would
prevent or materially affect, the ability of IOL to enter into
this Agreement or to consummate the transactions contemplated
herein.
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(d) IOL is not subject to any charter, bylaw, mortgage, lien,
judgment, contract or other restriction of any kind which would
prevent the consummation of the transactions contemplated by
this Agreement.
(e) No authorization, consent or approval of any public body or
authority, including, without limitation, any state, country, or
jurisdiction regulating gaming or gambling, is necessary on the
part of IOL for the consummation by IOL of the transactions
contemplated by this Agreement. All necessary approvals of the
parties under any contracts, commitments or understandings to
which IOL is, a party required to permit consummation of the
transactions in accordance with this Agreement have been
obtained. IOL is not otherwise a party to any contract or
subject to any other legal restriction that would prevent or
restrict complete fulfillment of any terms and conditions of
this Agreement or compliance with any of the obligations under
it.
(f) By itself and/or through its subcontractors or affiliates
approved by Marketing Representative, IOL has, and throughout
the term of this Agreement or any renewal will have, all the
necessary technology, licenses, authority, capital, and
qualified personnel to perform its obligations hereunder.
(g) Nothing that IOL provides that is or will be contained in the
IOL System does or will violate or infringe any Intellectual
Property Right of any third party, and the IOL System, the
System Improvements, and the Client Custom Software Application
as and when installed and delivered by IOL to Marketing
Representative shall be free of any third party claim of
infringement of any patent, trademark or copyright.
(h) IOL has, and throughout the term of this Agreement or any
renewal will have, good title to the IOL System, the System
Improvements, and the Custom Client Software Application and has
the right to sell and/or to license them to Marketing
Representative free of any proprietary rights of any other party
or any other encumbrance of any kind or description.
(i) IOL has not sold, assigned, leased, licensed or in any other way
disposed of or encumbered all or any portion of the rights
granted to Marketing Representative hereunder.
(j) IOL is solely responsible for and shall pay all sums due any and
all parties engaged by IOL in connection with the installation
and delivery of the IOL System, the System Improvements, and the
Custom Client Software Application who are entitled to receive
compensation in respect thereof.
(k) The IOL System, the System Improvements, and the hardware
recommended by IOL are each merchantable and fit for the purpose
for which Marketing Representative is purchasing, licensing, or
using them under this Agreement
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(l) The IOL System conforms to IOL's published functional
specifications. IOL shall, at its own expense, correct any
defects in the IOL System that cause the IOL System to fail to
conform to IOL's published functional specifications and that
significantly affect its performance in accordance with those
specifications, provided that Marketing Representative has
notified IOL of any such defects. IOL's published functional
qualifications for the IOL System include, without limitation,
the following:
(i) The random number generator is a UNIX based 32-bit
application, normally distributed, and unpredictable.
(ii) Only one (1) random number generator is used for all
end-users connected to the Custom Client Software
Application at any given time.
(iii) Eight (8) decks of cards are used for each card game,
which decks are shuffled after each hand. The IOL System
may accommodate more or fewer decks of cards and
shuffles, as may be requested by Marketing
Representative, which request IOL shall not unreasonably
refuse.
(iv) For all games, whether card or otherwise, the rules of
play of the New Jersey Gaming Commission are in force.
The IOL System may accommodate and operate according to
the rules of play of other jurisdictions or regulatory
authorities, including the Nevada Gaming Commission and
the Australian Gaming Regulations, where needed for a
particular game.
(v) Only non-United States end-users shall be able to obtain
access to, play on, and/or place bets with the Casino,
and all United States end-users will be prohibited and
prevented from obtaining access to, playing on, and/or
placing bets with the Casino.
(m) IOL shall not, by any means or method, send, or cause to be
sent, to any end-user any money to any address located in the
United States.
(n) The Custom Client Software Application is fit for the purpose
for which Marketing Representative is purchasing, licensing,
and/or intending to use it under this Agreement. IOL shall, at
its own expense, correct any defects in the Custom Client
Software Application that significantly affect the performance
of the Custom Client Software Application in accordance with
Marketing Representative's intended purpose, provided that
Marketing Representative has notified IOL of any such defects.
(o) Upon the request of Marketing Representative and/or any
regulatory authority or agency of any state, country, or
jurisdiction, IOL shall, at no cost to IOL, make the random
number generator(s) and the games' logic of the IOL System, the
System Improvements, and the Custom Client Software Application
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available to independent computer hardware and software
laboratories or agencies for testing and verification of, among
other things, the published functional specifications and the
representations, warranties, and covenants in respect of the IOL
System and System Improvements set forth herein. Nothing in this
Section 10(o) shall relieve Marketing Representative of its
obligations to maintain the confidentiality of the aspects of
the IOL System and the System Improvements that are propriety to
IOL as provided for under this Agreement. Any such laboratories
or agencies shall be required to enter into a confidentiality
agreement in respect of the IOL System and the portions being
tested.
11. TERM AND TERMINATION
Subject to the provisions for termination set forth below, this
Agreement shall become effective upon execution by both parties hereto and shall
expire five (5) years from the Commencement Date, after the expiration of which,
this Agreement shall automatically be renewed for consecutive additional one (1)
year terms upon the same terms and conditions (with the exception of payment of
the fee for initial Customization) unless either party provides the other with
no more than ninety (90) and not less than sixty (60) days written notice prior
to the expiration of the term or any additional term of its intention to
terminate this Agreement.
(a) IMMEDIATE TERMINATION BY EITHER PARTY - In addition to any other
remedies provided herein, either party may terminate this
Agreement during its initial term or any renewal term
immediately upon written notice to the other party, in the event
of any of the following:
(i) MATERIAL BREACH - the other party commits a material
breach of any term or condition of this Agreement
(including but not limited to a breach for nonpayment of
any fees and charges due under this Agreement), and the
breach cannot be cured or can be cured but is not cured
within (i) thirty (30) days after receipt of notice in
writing from the non-breaching party; or (ii) in the
event that any such breach (other than a breach for
nonpayment of fees and charges) can be cured but cannot
reasonable be cured within thirty (30) days, then within
such longer period of time (not to exceed sixty (60)
days as is required to cure the breach, provided the
breaching party promptly commences and diligently
pursues remedial action to completion.
(ii) INSOLVENCY - the other party files a voluntary petition
in bankruptcy or files a petition seeking or acquiescing
in any relief for itself under any present or future
statute or law relating to bankruptcy, insolvency or
other relief by debtors; or seeks or consents to or
acquiesces in the appointment of any trustees, receiver
or liquidator of all or any part of its property, or
admits in writing its inability to pay its debts
generally as they become due.
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(iii) DISSOLUTION - the other party is dissolved (other than
by way of a re-organization) or otherwise ceases to
engage in its normal business operations and is unable
thereby to fulfill its obligations under this Agreement.
(b) TERMINATION BY MARKETING REPRESENTATIVE - In addition to any
other remedies provided herein, including the remedy for
material breach provided for in Section 11(a) (i), Marketing
Representative shall have the right to terminate this Agreement
as follows:
(i) NON-PERFORMANCE - Immediately upon written notice to IOL
in the event that IOL fails to provide the IOL Services
pursuant to the provisions of Section 2 of this
Agreement and such failure results in Marketing
Representative not having access to the IOL Services
during any continuous twenty-one (21) day period. It is
understood and agreed that the provisions of this
Section 11(c) (i) shall not apply to any failure to
perform on the part of IOL resulting from "force
majeure," as defined in Section {-417(g), provided that
such "force majeure" does not result in a continuous
interruption of the business operations of IOL for a
period of time exceeding thirty (30) days.
(ii) MAJOR CHANGES - Within a period of thirty (30) days
following receipt of notice or the implementation of a
Major Change in accordance with the provisions of
Section 2(f), Marketing Representative shall have the
option to immediately terminate this Agreement.
(iii) VIOLATION OF LAWS - Immediately upon written notice to
IOL in the event that IOL is convicted of violating in
the course of its performance hereunder, any local,
state or federal laws, rules and regulations pertaining
to gambling on the Internet.
(iv) CRIMINAL CONVICTION - Immediately upon written notice to
IOL in the event that any principal of IOL is convicted
in a criminal proceeding and Marketing Representative
determines in its sole discretion, that such conviction
has harmed the general goodwill of Marketing
Representative, or the general goodwill of the Internet
gambling industry as a whole.
(v) VIOLATION OF LAW BY MARKETING REPRESENTATIVE
-Immediately upon written notice to IOL that Marketing
Representative has determined in its sole discretion
that rendering all or any portion of the Marketing
Services would be a violation of civil or criminal laws
of any state, country, or jurisdiction, including,
without limitation, the laws of the United States.
(c) TERMINATION BY IOL - In addition to any other remedies provided
herein, including the remedy for material breach provided for in
Section 11(a) (i), IOL shall have the right to terminate this
Agreement as follows:
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(i) GAMING LICENSE - Should Cyberluck lose, terminate or fail to
renew the Gaming License, or should Bardenac lose, terminate, or
fail to renew its agreement with Cyberluck or any regulatory
authority, the effect of which is to terminate the ability of
Marketing Representative to provide the Marketing Services, then
Marketing Representative shall be entitled, within sixty (60)
days of such occurrence, to transfer its services to another
holder of a valid and acceptable gaming license (or provider of
services to such holder), upon the reasonable approval of IOL,
failing which IOL shall be entitled to terminate this Agreement
in accordance with the provisions of Section 11(a) (i). IOL
shall not provide the IOL Services to the Marketing
Representative at any time that it is not providing its services
to or on behalf of the holder of a valid gaming license.
(ii) VIOLATION OF LAWS - Immediately upon written notice to Marketing
Representative in the event that Marketing Representative is
convicted of violating in the course of its performance
hereunder, any local, state or federal laws, rules and
regulations pertaining to gambling on the Internet, including
any violation which would constitute a breach of Marketing
Representative's warranty and representation set forth in
Section 9(h) hereof.
(iii) CRIMINAL CONVICTION - Immediately upon written notice to
Marketing Representative in the event that any principal of
Marketing Representative is convicted in a criminal proceeding
and IOL reasonably determines in its sole discretion, that such
conviction has harmed the general goodwill of IOL, or the
general goodwill of the Internet gambling industry as a whole.
(iv) UNAUTHORIZED ACCESS - Immediately upon written notice to
Marketing Representative, in the event of repeated attempts to
gain unauthorized electronic access to the IOL System, as set
forth in Section 2(c) (i) hereof.
(v) LOSS OF GAMING LICENSE - Immediately upon written notice to
Marketing Representative, in the event the Gaming License is
lost or is in default and, if as a result of that default, the
holder of the Gaming License is precluded from operating a
virtual casino.
(vi) CHANGE OF LICENSING JURISDICTION'S REQUIREMENTS - Immediately
upon written notice to Marketing Representative, in the event
that the licensing jurisdiction is no longer acceptable to IOL.
(vii) TERMINATION OF APPOINTMENT OF MARKETING REPRESENTATIVE -
Immediately on termination of Marketing Representative's
appointment under the Appointment Agreement or Bardenac's loss
of status as the Information Provider of Cyberluck.
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(viii) VIOLATION OF LAW BY IOL - Immediately upon written notice to
Marketing Representative that IOL has determined in its sole
discretion that rendering all or any portion of the IOL Services
would be a violation of civil or criminal laws of any state,
country, or jurisdiction, including, without limitation, the
laws of the United States.
(d) EFFECT OF TERMINATION -
(i) Except as set out below, no termination hereunder shall
have the effect of relieving either party of its
obligation to pay to the other party any and all fees,
charges and costs and allocations which have accrued
prior to such termination.
(ii) In the event that either party terminates this Agreement
within ninety (90) days of the Commencement Date because
of any action by any gaming regulatory authority, IOL
shall return to Marketing Representative the sum of One
Hundred Twenty-Five Thousand Dollars ($125,000), and the
Agreement shall have no further force or effect.
(iii) In the event of any termination, other than a
termination related to the termination of the Gaming
License, IOL shall continue to operate the Casino for
ninety (90) days after the termination, and shall pay
Marketing Representative the Marketing Fee as provided
for in this Agreement. During such 90-day period, IOL
shall accept no new end-users as players at the Casino.
During and for a reasonable time after such 90-day
period, IOL shall cooperate with any effort by Marketing
Representative to transfer its end-users to another
virtual casino, including, without limitation,
transferring the Marketing Representative User Data and
account information and balances as instructed by
Marketing Representative.
12. CUSTOMER'S EQUIPMENT
Marketing Representative shall be responsible, at its expense, for the
procurement of all equipment and related software which are required in order
for Marketing Representative to have access to the IOL System.
(a) TITLE TO SOFTWARE AND GRANT OF LIMITED LICENSE - Marketing
Representative hereby acknowledges and agrees that the ownership
of each non-commercial program of operating and/or application
software, including source codes provided to Marketing
Representative under this Agreement, is and, at all times under
this Agreement, shall remain in the name of IOL or its third
party provider, as the case may be, and that no ownership
interest in or to such software is transferred to Marketing
Representative by this Agreement. Marketing Representative
understands and agrees that Marketing Representative is
prohibited from sub-licensing, reselling or distributing such
software to any third party without the express written consent
of IOL. IOL hereby grants to
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Marketing Representative during the term of this Agreement a
personal, non-transferable and non-exclusive right to use the
software solely for the purposes of accessing the IOL Services
and solely on Marketing Representative's equipment. Upon
termination of this Agreement, Marketing Representative shall
immediately return to IOL all copies of such software including
any back-up copies, and shall destroy any copies of such
software stored in any computer memory or storage medium.
(b) LIABILITY FOR DOWNTIME OR LOSS OF DATA NO - Notwithstanding
anything contained herein to the contrary IOL shall have no
liability during any period of downtime of the IOL System and/or
Marketing Representative's equipment or during delays in the
providing of the IOL Services or for any loss of User Data
caused by or resulting from:
(i) Failure in computers or computer-related equipment
maintained solely by Marketing Representative;
(ii) computers, computer-related equipment or software used
by IOL in the performance of its obligations hereunder
being taken down or made inoperable pursuant to a
request by Marketing Representative;
(iii) any defects or changes in Marketing Representative-owned
or leased software;
(iv) Marketing Representative's request to discontinue use of
any IOL provided or non-infringing third-party software;
or
(v) any act categorized and defined as "force majeure" in
Section 17(g) herein or any other failure in electrical,
lighting, air conditioning, data processing,
telecommunication equipment or telecommunication
networks that is beyond IOL's reasonable control, and in
any such case, whether or not such failure results from
the gross negligence or intentional misconduct of IOL.
13. PROPRIETARY RIGHTS, CONFIDENTIALITY, SECURITY AND ACCESS
The rights, duties and obligations of the parties hereto with respect to
intellectual property rights, confidentiality, security and access, shall be as
set forth herein below.
(a) INTELLECTUAL PROPERTY RIGHTS - Marketing Representative
acknowledges and agrees that the software that operates the IOL
System (including all non-commercial operating and/or
application software for accessing the IOL Services), except any
such software which is a commercially available product or in
the public domain, is propriety to IOL and all applicable rights
thereto to patents, copyrights, trade marks, trade secrets
(including, but not limited to algorithms, routines, screen
formats and displays, and communications techniques) and all
other proprietary rights embodied or contained in the IOL
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System is, and shall remain, the sole and exclusive property of
IOL. Marketing Representative further acknowledges and agrees
that, by obtaining access to the IOL System, Marketing
Representative is not receiving any interest in, or title to,
any part thereof, including, but not limited to, hardware,
software, operating systems, profiling techniques or any other
proprietary methods embodied in the IOL System.
(b) Marketing Representative Confidential Information - IOL agrees
to use commercially reasonable best efforts to maintain the
confidentiality of any information regarding the business
affairs of Marketing Representative which is (a) disclosed to
IOL by Marketing Representative and clearly designated in
writing as "Confidential", or (b) which is transmitted
electronically from Marketing Representative to IOL pursuant to
this Agreement; provided, however, that IOL shall only maintain
the same standards of confidentiality with respect to such
confidential information as IOL maintains for the same or
similar confidential data relating to its own business affairs
and provided further, if such data or information is in, or
enters the public domain, or is already within IOL's knowledge
or possession prior to disclosure from Marketing Representative
to IOL, then IOL shall not be liable to Marketing Representative
for its unauthorized disclosure. Marketing Representative
acknowledges and agrees that no right of confidentiality shall
apply to:
(i) any information that was developed by IOL prior to the
disclosure of similar information by Marketing
Representative to IOL;
(ii) any information which is, or subsequently becomes part
of the public domain;
(iii) any information or intellectual property which is
independently developed by IOL, and
(iv) any information or intellectual property that is
lawfully obtained by IOL from third parties.
(c) IOL CONFIDENTIAL INFORMATION - Marketing Representative shall
maintain the confidentiality of (a) the IOL System; (b) any
information which is disclosed by IOL to Marketing
Representative which is clearly designated by IOL in writing as
"Confidential"; and (c) the business terms (including quantum of
fees and payment terms) of this Agreement and the Appointment
Agreement, except in all cases such disclosures that Marketing
Representative or its affiliates may be required to make
pursuant to applicable securities laws and regulations. It is
mutually agreed and understood that no claim of confidentiality
will apply to any information that,
(i) was developed by Marketing Representative or rightfully
in its possession prior to the disclosure to Marketing
Representative of similar information by IOL;
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(ii) is or subsequently becomes a part of the public domain;
(iii) is independently developed by Marketing Representative;
or
(iv) that is lawfully obtained by Marketing Representative
from third parties.
(d) GOVERNMENTAL AND REGULATORY DISCLOSURE - in the event that IOL
is compelled to disclose any information relating to Marketing
Representative as the result of any bona fide written order from
any government agency, regulatory body of court of law, IOL
shall have the right, upon no less than ten (10) business days
written notice to Marketing Representative, if possible, to
release the information requested in any such order and to fully
cooperate with any such governmental agency, regulatory body or
court of law.
(e) BANKING NETWORK DISCLOSURE - IOL reserves the right, in the sole
and absolute discretion of IOL, to disclose any and all
information regarding transactions settled through the
electronic cash software to: (a) any acquiring or issuing bank
which settles credit card, debit card, check transactions or
other financial transactions on behalf of Marketing
Representative and/or its end-users; (b) any of the bank card
associations (including, but not limited to, VISA, MasterCard,
Discover and American Express); (c) any third party processor
which provides computer processing services to the acquiring or
issuing bank, and (d) any agent of Marketing Representative
under contract with the acquiring or issuing bank, or any of the
bank card associations.
(f) INDUSTRIAL DISCLOSURE - IOL reserves the right, in the sole and
absolute discretion of IOL, to disclose information regarding
the IOL Services rendered by IOL to Marketing Representative to
various industry trade groups or associations, provided that
such information shall be in a statistical format only, and not
discernible as information specifically relating to Marketing
Representative, any end-user of Marketing Representative, or any
individual sales transaction.
(g) ENFORCEMENT PROVISIONS - if either Marketing Representative or
IOL commits a breach, or threatens to commit a breach of any of
the provisions of this Section 13, then the party against whom
the breach has been committed or threatened shall have the right
to bring an action for injunctive relief or any other action at
law or equity to specifically enforce the terms of this section,
it being acknowledged and agreed that any such breach, or
threatened breach could cause irreparable injury and that money
damages would not provide an adequate remedy to the injured
party.
14. STANDARD OF CARE AND REMEDIES
(a) STANDARD OF CARE OF IOL - IOL agrees to use reasonable care in
providing the Services pursuant to the terms of this Agreement.
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(b) MARKETING REPRESENTATIVE'S SOLE REMEDY FOR IOL'S FAILURE TO
PERFORM - Except as expressly provided in this Agreement to the
contrary, Marketing Representative's damages for any failure on
the part of IOL, for a reason within IOL's control, to perform
the IOL Services with reasonable care, shall be limited to
Marketing Representative's reasonable out-of-pocket expenses, as
could not have been reasonably mitigated by Marketing
Representative, to a maximum of the Marketing Fee earned in the
three months prior to termination or the fee for initial
Customization, whichever is greater. Should IOL, through no
failure on Marketing Representative's part and except for
reasons beyond its control, fail to commence operating the
Custom Client Software Application within ninety (90) days of
the date of execution of this Agreement, then IOL shall refund
to Marketing Representative the fee for initial Customization.
(c) NOTICE OF CLAIMS - It is a condition precedent to Marketing
Representative's right to receive any amounts pursuant to this
paragraph 14 that any claims made by Marketing Representative be
asserted in writing, within eighteen (18) months of the date on
which Marketing Representative first knew, or should reasonable
have known, of the damages alleged in the claim.
15. INDEMNIFICATION
(a) Each party (the "Indemnifying Party") will indemnify, defend and
hold harmless the other party and its affiliates and their
respective officers, directors, employees and agents (the
"Indemnified Party") from and against any and all losses,
liabilities, claims, obligations, costs and expenses (including
reasonable attorneys' fees and the cost and expenses of
litigation), which result from, arise in connection with or are
related in any way to any breach by the Indemnifying Party of
any of its representations, warranties, and covenants set forth
herein.
(b) If a third party asserts any claim or allegation which, if
proven, would constitute a breach by the Indemnifying Party of
any of its representations, warranties or covenants set forth in
this Agreement, the Indemnifying Party shall be promptly
notified of such claim by the Indemnified Party and given
control of the defense and/or settlement thereof. If any such
claim or action shall be brought against an Indemnified Party
and it shall notify the Indemnifying Party thereof, the
Indemnifying Party shall be entitled to participate therein and,
to the extent that it wishes, to assume the defense thereof with
counsel reasonably satisfactory to the Indemnified Party. After
notice from the Indemnifying Party to the Indemnified Party of
its election to assume the defense of such claim or action, the
Indemnifying Party shall not be liable to the Indemnified Party
under this Section 15(b) for any legal or other expenses
subsequently incurred by Indemnified Party in connection with
the defense thereof.
(c) No Indemnifying Party shall, without the prior written consent
of the Indemnified Party, effect any settlement of any pending
or threatened proceeding in respect of which any Indemnified
Party is a party and indemnity
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could have been sought hereunder by such Indemnified Party,
unless such settlement includes an unconditional release of such
Indemnified Party from all such liability on claims that are the
subject matter of such proceeding. The foregoing states the
entirety of the parties' obligations (contractual, common-law or
otherwise) with respect to any claim by any third-party;
provided, however, nothing in this Section shall limit either
Marketing Representative's or IOL's rights in case of any breach
of any covenant contained in this Agreement.
(d) Notwithstanding anything in this Section 15 to the contrary, in
the event that, by reason of a claim by a third party of
infringement by IOL (or by Marketing Representative arising from
the IOL System, the System Improvements, or the Custom Client
Software Application provided by IOL under this Agreement),
Marketing Representative is temporarily or preliminarily
enjoined from using all or any portion of the IOL System, then,
if IOL is unable, within ten (10) days from the signing of the
order of injunction, to provide Marketing Representative with
non-infringing software or software applications, Marketing
Representative shall, in addition to all other available
remedies, have the right to obtain a license from the third
party to continue with the use of the IOL System, the System
Improvements, and/or the Custom Client Software Application, and
IOL shall reimburse Marketing Representative for any
license/settlement fee paid by Marketing Representative to the
third party.
(e) Notwithstanding anything in this Section 15 to the contrary,
each party's obligation to indemnify the other party shall be
limited by the damage provision set forth in Section 14 hereof.
16. DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY
(a) OTHER THAN AS SPECIFICALLY EXPRESSED IN THIS AGREEMENT, IOL
MAKES NO WARRANTIES REGARDING THE SERVICES, EITHER EXPRESSED OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
(b) MARKETING REPRESENTATIVE'S SOLE AND EXCLUSIVE REMEDY, AND IOL'S
SOLE AND EXCLUSIVE LIABILITY, FOR ANY AND ALL DAMAGES ARISING
OUT OF THIS AGREEMENT, WHETHER FOR BREACH OF CONTRACT, BREACH OF
WARRANTY, NEGLIGENCE, OR OTHERWISE, SHALL BE AS EXPRESSLY
PROVIDED HEREIN.
(c) IN NO EVENT SHALL IOL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL,
INCIDENTAL OR SPECIAL DAMAGES INCURRED BY MARKETING
REPRESENTATIVE OR ANY THIRD PARTY AS A RESULT OF THE PROVIDING
BY IOL OF IOL SERVICES PURSUANT TO THIS AGREEMENT, REGARDLESS OF
WHETHER THE POSSIBILITY OF SUCH DAMAGES WAS DISCLOSED TO, OR
COULD HAVE BEEN REASONABLY FORESEEN, BY IOL.
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(d) EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT, IN NO EVENT
SHALL IOL BE LIABLE FOR ANY DAMAGES INCURRED BY MARKETING
REPRESENTATIVE OR ANY THIRD PARTY (AS A RESULT OF TERMINATION OF
THIS AGREEMENT OR OTHERWISE) ARISING FROM MATTERS OUTSIDE OF
IOL'S DIRECT CONTROL OR ON ACCOUNT OF THE ACTIONS OF ANY GAMING
REGULATORY AGENCY.
17. GENERAL PROVISIONS
(a) ENTIRE AGREEMENT - this Agreement and its incorporated Schedules
constitute the entire agreement between IOL and Marketing
Representative, and supersedes all previous communications and
negotiations, whether written or oral. The terms and conditions
of this Agreement shall prevail over any additional or
conflicting terms of any purchase order, letter or memorandum
submitted to IOL by Marketing Representative. No modification of
this Agreement shall be binding unless it is in writing and
signed by both parties hereto.
(b) NO PARTNERSHIP OR JOINT VENTURE - Marketing Representative and
IOL are independent contractors and neither party is the legal
representative, agent, joint venturer, partner, or employee of
the other party under this Agreement or for any purpose
whatsoever. Except as permitted under this Agreement, neither
party has any right or authority to assume or create any
obligations of any kind or to make any representation or
warranty on behalf of the other party, whether express or
implied, or to bind the other party in any respect whatsoever
(c) FURTHER DOCUMENTS - Each party agrees to,
(i) perform any further acts and execute and deliver any
further documents which may be reasonably necessary to
carry out the provisions of this Agreement, and
(ii) at all times act in good faith so as to preserve for the
other party the benefits intended under this Agreement.
(d) REPRESENTATIONS AND WARRANTIES TO SURVIVE - Any representations
and warranties in this Agreement shall survive the signing of
this Agreement. Each of the agreements, rights, duties and
obligations of the parties contained in this Agreement shall
survive the termination of this Agreement to the extent
necessary to fulfill its purpose, including to permit end-users
to withdraw their funds from the IOL System.
(e) NOTICE - any notice, and copy thereof, that a party to this
Agreement is required or may desire to deliver to the other
party, shall be delivered by facsimile to the phone number set
out below with a confirming copy sent by mail, certified or
registered, return receipt requested, proper postage prepaid to
the other party.
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Such notice shall be deemed delivered on the first (lst)
business day following the facsimile transmission provided that
the sender can reasonably demonstrate its receipt.
IF TO IOL:
Intertainet Overseas Licensing Limited
00 Xxxxxxxxx Xxxxxx, Xxxxxx 000
Xxxxxxxxx
Xxxxxxx, Xxxxxx
Telephone:
Facsimile 011-357-2-313 916
With a copy to:
CryptoLogic Inc.
0000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: President
Telephone: 000 000-0000
Facsimile: 000 000-0000
IF TO MARKETING REPRESENTATIVE:
Worldwide Media Holdings N.V.
P.O. Box 504
Xxxxxxxxxxx 00
Xxxxxxx, Xxxxxxxxxxx Antilles
Telephone:
Facsimile:
With a copy to :
Xxxxxx Xxxxxxxx Xxxxxx & Xxxx, LLP
000 Xxxx "X" Xxxxxx, 00xx Xxxxx
Xxx Xxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
(f) TIME LIMITATION - No action, regardless of form, arising out of
this Agreement, may be brought by either party more than three
(3) years after such cause of action has accrued.
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(g) FORCE MAJEURE - The parties shall not be liable for any failure
to perform its obligations under this Agreement because of acts
of God, nature, or a federal, state or local government agency,
war, civil disturbance, labor disputes, the inability or refusal
of a common carrier to provide communications capabilities, or
of an arm's length third party provider to continue to provide
service or any other cause beyond the parties' control.
(h) GOVERNING LAW/VENUE - If, at any time, there is any dispute,
question, or difference of opinion between the parties
concerning or arising out of (i) this Agreement, (ii) the
construction, meaning, operation or effect of any provision of
this Agreement, or (iii) concerning the rights, duties, or
liabilities of any party under this Agreement, the parties shall
without delay confer in good faith to settle it, but if they
fail to settle it, then upon application of either party, the
matter shall be submitted to International Arbitration of the
American Arbitration Association for binding arbitration before
three (3) arbitrators, one to be chosen by each of the parties
and the third by the two thus chosen The arbitrators shall be
bound by, and shall determine the factual and legal issues
presented at the arbitration according to, the substantive law
of the country of Bermuda ("Bermuda"). The parties further agree
that the arbitration shall take place in Bermuda. Each of the
parties hereby irrevocably and unconditionally waives any
objection to personal jurisdiction and the laying of venue of
any transactions contemplated hereby in binding arbitration in
Bermuda as set forth above, and hereby further irrevocably and
unconditionally waives and agrees not to plead or claim in any
court in any state, country, or jurisdiction that any such
arbitration has been brought in an inconvenient forum or in
violation of any rights protected by any constitutional,
statutory, or other body or provision of law of any state,
country, or jurisdiction.
(i) SUCCESSORS AND ASSIGNS - No interest or right of any party under
this Agreement shall be assigned or transferred in any manner by
such party to any person or entity unless wholly owned by the
parent of the assignor, except as permitted under this Agreement
or otherwise without the express written consent of the other
party, which consent may not be unreasonably withheld, and any
such attempted unpermitted or consented to assignment or
transfer shall be null and
(j) WAIVER - No waiver of any term, covenant, condition or
obligation of this Agreement or any breach thereof shall be
effective unless granted in writing. The waiver by any of the
parties of any term, covenant, condition or obligation contained
in this Agreement or any breach thereof, shall not be deemed to
be a waiver of any other term, covenant, condition or obligation
contained in this Agreement.
(k) INVALIDITY - Should any portion of this Agreement be held to be
invalid, unenforceable or void, such holding shall not have the
effect of invalidating or voiding the remainder of this
Agreement and the parties hereby agree that the
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portion held invalid, unenforceable or void, shall, if possible,
be deemed amended or reduced in scope, or otherwise be stricken
from the Agreement, to the extent required for the purposes of
the validity and enforcement hereof.
(l) DELAY NOT A WAIVER - Any delay, waiver or omission by either
party to exercise any right or power arising from any breach or
default of the other party of any of the terms, provisions or
covenants of this Agreement shall not be construed to be a
waiver of any subsequent breach or default of the same or any
other term, provision or covenant of this Agreement.
(m) CONSTRUCTION - The captions contained in this Agreement are for
the convenience of the parties and shall not be construed to
limit or otherwise define the scope of this Agreement. This
Agreement shall not be deemed to have originated with either
party. Words used herein in the singular, where the context so
permits, shall be deemed to include the plural and vice versa.
The words 'and' and 'or' have both conjunctive and disjunctive
meanings, and 'each', 'any' and 'all' mean 'each and every'
(n) COUNTERPARTS - This Agreement may be executed in one or more
counterparts, by facsimile, each of which shall be deemed an
original and all of which, taken together, shall constitute a
single agreement. All signatories agree to execute a conformed
copy of this Agreement within thirty (30) days of the execution
of counterparts thereto; provided however that the parties'
failure to do so shall have no effect upon the validity of this
Agreement.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF each of the parties hereto has caused this
Agreement to be executed on its behalf by a duly authorized officer as of the
date first set forth above.
"IOL"
INTERTAINET OVERSEAS LICENSING LIMITED,
a Cyprus corporation
By: /s/ PARIS LENAS
----------------------------------------
Name: Paris Lenas
--------------------------------------
Title:
-------------------------------------
"MARKETING REPRESENTATIVE"
WORLDWIDE MEDIA HOLDINGS N.V.,
a Netherlands Antilles corporation
By: /S/ Equity Trust (Curacao) nv
--------------------------------------
Name: Xxxxx Xxxxxx
Title: Managing Director
[Signature Page to Software Supply and Support Agreement]
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SCHEDULE "A" TO THE SOFTWARE SUPPLY AND SUPPORT AGREEMENT BETWEEN:
INTERTAINET OVERSEAS LICENSING LIMITED AND
WORLDWIDE MEDIA HOLDINGS N.V.
This schedule is to be read in conjunction with the Agreement
between the two parties noted above. Where there are any differences between the
text of the Agreement and the contents of this Schedule A, this Schedule A shall
take precedence.
FEES, CHARGES AND ALLOCATIONS
(a) All fees and amounts are in U.S. dollars.
(b) FEE FOR INITIAL CUSTOMIZATION: *** paid or payable as
follows:
(i) *** already paid as good faith deposit before the
execution of this Agreement;
(ii) *** payable on the Commencement Date; and
(iii) *** payable thirty (30) days after the Commencement
Date.
(c) Fee for subsequent Customization (i.e. after delivery of the
Custom Client Software Application): - Marketing Representative
will pay IOL a fee for such subsequent Customization in an amount
mutually agreed upon by the parties on a case-by-case basis. Fees
for subsequent Customization will be payable on installation;
provided, however, that ten percent (10%) of the fees for
subsequent Customization shall not be due to IOL until thirty
(30) days after the installation.
(d) Interest will be charged on any past due balances of the parties
at the rate of 1.5% per month on the outstanding balance
including any interest previously assessed. Initial betting
limits: See Schedule "B."
(e) INITIAL BETTING LIMITS: See Schedule "B".
A-1
--------------
*** Confidential information has been omitted and filed separately with the
Commission.
34
TARGETS
ADVERTISING TARGET - Throughout the term of this Agreement and any
renewal, Marketing Representative shall spend Ten Thousand Dollars
($10,000) per month in respect of the Marketing Services.
SALES TARGET - Sales Revenue of Two Hundred Fifty Thousand Dollars
($250,000) per calendar quarter , which target shall not be in effect or
enforceable until January 1, 1999.
URL AND TRADEMARK INFORMATION
Marketing Representative is licensed to use the trademark:
Casino Australia
IOL acknowledges and agrees that Marketing Representative may use
or develop universal resource locators (URL) and trademarks of its own in
connection with its rendering of the Marketing Services and that IOL shall nor
have any right, title, or interest in or to any such URL or trademarks. Such URL
and trademarks include, without limitation:
1. Casino Australia
A-2
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SCHEDULE "B" TO THE SOFTWARE SUPPLY AND SUPPORT
AGREEMENT BETWEEN:
INTERTAINET OVERSEAS LICENSING LIMITED AND
WORLDWIDE MEDIA HOLDINGS N.V.
Contract Deliverables
All of the following shall be included within the Fee for Initial
Customization and shall be substantially installed by March 13, 1998, and the
balance shall be installed no later than April 12, 1998:
A. Available For March 13th Launch
ECASH
1. Disallow all accounts with mailing or billing addresses in the
USA, from purchasing ECASH to play live gambling.
DOWNLOAD FILES
Provide a self-extracting installation file for the single-game of
Blackjack.
Provide a self-extracting installation file for the standard 5-game
suite of games Caribbean Poker, Slots, Blackjack, Video Poker and
Roulette (no Sports Book).
Provide self-extracting installation files with modular, individual-game
download for each of Craps and Baccarat.
Replace the screens ccw2.bmp, casi_int.bmp and backgrnd.bmp (along with
associated image files) with files provided by Worldwide.
Remove all MIDI files.
Replace the sound files f57.wav, f86.wav and f87.wav with files provided
by Worldwide.
Remove all references to "InterCasino" in each file that is part of the
installation.
Replace "InterCasino" on Desktop icon with "Casino"
B-1
36
ALL GAMES
(iv) Implement keyboard play that is consistent in all games. See
Attachment A for the Unified Keyboard Interface with
CryptoLogic.
(v) Modify the "HELP" navigation button and the "Rules" menubar
selection on each game to refer to web page help.
(vi) Remove all references to "InterCasino" in game text and images.
(vii) Remove crown logo.
CRAPS
No change to play of game.
Change Default Limits to the following:
Minimum Maximum
$1.00 $500
ROULETTE
Remove "00" from table and wheel. Reconfigure the numbers on the wheel
and the table layout to conform to the Standard European table.
Continue to provide the American Roulette variation with both "0" and
"00".
Incorporate a dialog box that explains how to decrease the bet when the
maximum bet is exceeded.
Change Default Limits to the following:
Minimum Maximum
$1.00 $100
B-2
37
BLACKJACK
No change to play of game.
Change Default Limits to the following:
Minimum Maximum
$1.00 $500
KENO
Not offered a March 13th.
VIDEO POKER
Change the "Max Bet" button functionality to play properly (auto-deal) .
Modify the button display on "Deal/Draw" to only display "Deal" or
"Draw" at the proper time.
Add "10's or Better" as a fifth video poker variation.
Include denominations of lc, 5c and 10c as allowable bets.
Change Default Limits to the following:
Minimum Maximum
$0.01 $5 x 5 coins
CARIBBEAN POKER
1) No change to play of game.
2) Change Default Limits to the following:
Minimum Maximum
$1.00 $100
B-3
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RED DOG
Not offered on March 13th.
PAI GOW POKER
Not offered on March 13th.
SLOTS
1) Include denominations of lc, 5c and 10c as allowable bets.
2) Change Default Limits to the following:
Minimum Maximum
$0.01 $5 x 3 coins
BACCARAT
No change to limits or play of game.
No change to Default Limits:
Minimum Maximum
$5.00 $100
B. AVAILABLE 30 DAYS AFTER MARCH 13TH LAUNCH
DOWNLOAD FILES
1) Provide self-extracting installation files with modular
individual-game download for each of Video Poker, Slots,
Caribbean Poker, Roulette Keno, Red Dog, Pai Gow, and Sports
Book.
B-4
39
ALL GAMES
Modify the use of "Chips-In-Hand" to something less confusing.
Display winnings in dollars and not just betting units. For example,
"You Win 9" should read, "You Win $45" if the betting unit is $5.
CRAPS
Change Default Limits to the following:
Minimum Maximum
$0.25 $100 inside bets
$1.00 table min. No max on aggregate inside bets
$1.00 outside bets. $300 outside bets
$25 max on each ___________
ROULETTE
1) Leave winning bids on the table.
2) The marker needs to be placed on top of the winning bids (i.e.
indicating winning bets).
3) Provide $0.05 and $0.25 chips
4) Change Default Limits to the following:
Minimum Maximum
$0.25 $100 inside bets
$1.00 table min. No max on aggregate inside bets
$1.00 outside bets. $300 outside bets
$25 max on each ___________
BLACKJACK
1. No change from March 13th.
B-5
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KENO
1. Change pay table per input from Worldwide
2. Make noise when numbers hit,
VIDEO POKER
1) Change "Jacks or Better" variation to play 9/6 instead of 8/5 or
provide a 8/5 progressive.
2) Change deuces on "Deuces Wild" game to make them standout.
CARIBBEAN POKER
RED DOG
A raise should trigger a draw, but will not implement because we need to
let the player change his/her mind to increase or decrease the amount of
the ante.
PAI GOW POKER
Change the play of the game so that the hand is not forfeit if the
player attempts to use a two-card low hand that is higher than the rank
of the five-card hand. Instead, display a message and require the player
to correct the mistake.
SLOTS
Change pay tables per input from Worldwide.
Remove "ghosting" on the reels.
Add five and eight-line slots.
Light-up pay table according to the number of coins played (may be in
CDROM distribution only).
Allow number of active symbols to vary per reel (e.g., cherries on first
reel, 2 cherries on second reel and 8 cherries on third reel).
B-6
41
Modify the symbols on the reels so that the red 7s (light versus dark
color) are easier to distinguish from each other.
Implement the odds/payout tables so that they can be denomination
dependent.
BACCARAT
1. No change from March 13th.
B-7
