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EXHIBIT 10.6
THIS APPOINTMENT OF MARKETING REPRESENTATIVE (THE
"APPOINTMENT") IS ENTERED INTO BY AND AMONG:
INTERTAINET OVERSEAS LICENSING LIMITED
a Cyprus company
("IOL")
AND
CYBERLUCK CURACAO N.V.
a Netherlands Antilles company
("Cyberluck")
AND
BARDENAC HOLDING N.V.
a Netherlands Antilles company
("Bardenac")
AND
WORLDWIDE MEDIA HOLDINGS N.V.
a Netherlands Antilles company
("Marketing Representative")
WHEREAS, Cyberluck holds a license from the government of the Netherland
Antilles (the "Government") being license 1668/JAZ (the "License") entitling it
to exploit gaming and wagering services on the international market by way of
service lines;
AND WHEREAS, Bardenac is the Information Provider of Cyberluck pursuant to an
agreement between them and IOL, their provider of software supply and support:
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AND WHEREAS, as contemplated by the Agreement Appointing Information Provider,
Bardenac now wishes to appoint a Marketing Representative;
NOW THEREFORE, in consideration of the mutual covenants and the payment of the
sum of ten ($10) dollars paid by each party to the others, the receipt and
sufficiency of which is acknowledged, parties mutually covenant and agree as
follows;
1. Appointment of Marketing Representative -- Bardenac hereby appoints
Marketing Representative to operate a casino marketing its Internet gaming
products using software supplied by IOL on a server located in the insular
territory of Curacao (the "Casino").
2. Appointment Conditional -- this Appointment is conditional on Marketing
Representative entering into a Marketing Representative Software Supply
and Support Agreement with IOL within ten (10) days of the date hereof
failing which this Appointment shall be at an end.
3. Consent of Cyberluck and IOL -- subject to the satisfaction of the
condition in paragraph 2 above and to the obtaining of any requisite
Government approval of this appointment, Cyberluck and IOL consent to the
appointment of Marketing Representative.
4. Term -- The term of the Appointment shall be for one (1) year and may be
renewed for further consecutive one year terms at the option of IOL or
Bardenac on thirty (30) days written notice given before expiration of this
Appointment. If the Software Supply and Support Agreement between IOL and
Cyberluck or the Agreement Appointing Information Provide between IOL,
Cyberluck and Bardenac, shall be terminated, whether within the first year
of the Appointment or at any time thereafter, the Appointment shall also
terminate. Bardenac and Cyberluck shall forthwith notify Marketing
Representative (with a copy to IOL) upon receipt of any notification by
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any party, supplier, governmental authority or subcontractor of any matter
which may have the effect of terminating its license, its corporate
existence or its ability to continue the efficacy of this Appointment.
5. GAMING LICENSE - Cyberluck represents and warrants that it is the holder of
a good and valid License granted by the Government, that the License
permits it to operate a virtual casino and to appoint Bardenac to operate
the Casino and to appoint the Marketing Representative as contemplated by
the Agreement Appointing Information Provider and that the License is in
good standing and full force and effect.
6. OBLIGATION TO REMIT AND REPORT TO THE GOVERNMENT - IOL shall supervise the
performance of Marketing Representative and shall remit, as and when
required, from the monies otherwise payable to Marketing Representative and
on Marketing Representative's account, those monies required to be paid to
the Government on account of its operation of a Casino pursuant to the
provisions of this Appointment.
7. COMPLIANCE WITH LEGISLATION - The parties shall be obligated at all times
to comply with the rules of the License and as promulgated under the
Offshore Games of Chance Act and Article 1 of the Telecommunication
Facilities Act of the Government.
8. CAPITALIZED TERMS - All capitalized terms shall have the meaning ascribed
thereto by the Marketing Representative Software Supply and Support
Agreement or as specifically defined herein.
9. ENTIRE AGREEMENT - This Appointment is subject to the terms and provisions
of the Marketing Representative Software Supply and Support Agreement and,
together with the Marketing Representative Software Supply and Support
Agreement constitutes the entire agreement regarding the appointment of
Marketing Representative. It supersedes all previous communications and
negotiations, whether written or oral. The terms and conditions of the
Marketing Representative Software
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Supply and Support Agreement and this Appointment shall prevail over any
additional or conflicting terms of any letter or memorandum. In the event
of a conflict between this Appointment and the Marketing Representative
Software Supply and Support Agreement, the Marketing Representative
Software Supply and Support Agreement shall govern. No modification of this
Appointment shall be binding unless it is in writing and signed by the
parties hereto.
10. NO PARTNERSHIP -- Nothing contained in this Appointment shall constitute or
be construed to create a partnership, joint venture or agency relationship
between IOL, Cyberluck, Bardenac and Marketing Representative or any two of
them. As a result, except as specifically provided in the Marketing
Representative Software Supply and Support Agreement or this Appointment,
no party shall have the right or authority to incur expenses or enter into
any agreement in the name of either of the other parties.
11. 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 Appointment and (ii) at all times act
in good faith so as to preserve for the other parties the benefits intended
under this Appointment.
12. REPRESENTATIONS AND WARRANTIES TO SURVIVE -- Any representations and
warranties in this Appointment shall survive the signing of this
Appointment. Each of the agreements, rights, duties and obligations of the
parties contained in this Appointment shall survive the termination of this
Appointment to the extent necessary to fulfill its purpose, including to
permit end-users of the Casino to withdraw their funds from the IOL System.
13. NOTICE -- Any notice that a party to this Appointment is required or may
desire to deliver to any other party, shall be delivered by facsimile to
the facsimile number set out below with a confirming copy sent by mail,
certified or registered, return receipt requested, proper postage prepaid
to the other party with a copy sent in the same manner to the third party.
Such notice shall be deemed delivered on the first (1st)
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business day following the facsimile transmission, provided that the sender
can reasonably demonstrate its receipt. A copy of any notice to IOL shall
also be sent to CryptoLogic Inc. at the following facsimile number and
address:
CryptoLogic Inc.
0000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
Telephone: 000 000-0000
Facsimile: 000 000-0000
13. TIME LIMITATION -- No action, regardless of form, arising out of this
Appointment, may be brought by either party more than two (2) years after
such cause of action has accrued.
14. FORCE MAJEURE -- The parties shall not be liable for any failure to perform
its obligations under this Appointment 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.
15. GOVERNING LAW/VENUE -- All issues regarding the subject matter of this
Appointment shall be construed and enforced in accordance with the laws of
Netherland Antilles. Each party hereto expressly designates its respective
signatory of this Appointment as an authorized agent on which any and all
legal process may be served in any action, suit or proceeding brought
pursuant to this Appointment.
16. SUCCESSORS AND ASSIGNS -- No interest or right of Marketing Representative
under this Appointment shall be assigned or transferred in any manner by
and Marketing
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Representative to any person or entity without the express written consent
of IOL Cyberluck and Bardenac, who may arbitrarily withhold their consent,
and any such attempted assignment or transfer without their express written
consent shall be null and void. IOL may assign this Appointment at any time
without prior written notice to the parties, however IOL will use best
efforts to provide written notice of such an assignment. Subject to the
foregoing, this Appointment shall be binding upon and inure to the benefit
of the parties and their successors and assigns.
17. WAIVER - No waiver of any term, covenant, condition or obligation of this
Appointment 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 Appointment or any breach thereof, shall
not be deemed to be a waiver of any other term, covenant, condition or
obligation contained in this Appointment.
18. INVALIDITY - Should any portion of this Appointment be held to be invalid,
unenforceable or void, such holding shall not have the effect of
invalidating or voiding the remainder of this Appointment and the parties
hereby agree that the portion held invalid, unenforceable or void, shall,
if possible, be deemed amended or reduced in scope, or otherwise be
stricken from the Appointment, to the extent required for the purposes of
the validity and enforcement hereof.
19. DELAY NOT A WAIVER - Any delay, waiver or omission by either party to
exercise any right or power arising from any branch or default of the other
party of any of the terms, provisions or covenants of this Appointment
shall not be construed to be a waiver of any subsequent breach or default
of the some or other term, provisions or covenants of this Appointment.
20. CONSTRUCTION - The captions contained in this Appointment are for the
convenience of the parties and shall not be construed to limit or otherwise
define
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the scope of this Appointment. This Appointment shall not be deemed to have
originated with any 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".
21. COUNTERPARTS -- This Appointment 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 Appointment 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 Appointment.
IN WITNESS WHEREOF, each of the parties hereto has caused this Appointment to be
executed on its behalf by a duly authorized officer as of the 13th day of
March, 1998.
INTERTAINET OVERSEAS LICENSING LIMITED
per:
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authorized signing officer
address and facsimile number for notice:
Intertainet Overseas Licensing Limited
00 Xxxxxxxxx Xxxxxx
Xxxxxx 000
Xxxxxxxxx
Xxxxxxx, Xxxxxx
Fax: 000-000-0-000 916
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CYBERLUCK CURACAO N.V.
per: /s/ XXXXX XXXX
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address and facsimile number for notice:
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Facsimile:
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BARDENAC HOLDING N.V.
By: /s/ Equity Trust (Curacao)nv
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Name: Xxxxx Xxxxxx
Title: Managing Director
WORLDWIDE MEDIA HOLDINGS N.V.
By: /s/ Equity Trust (Curacao)nv
Name: Xxxxx Xxxxxx
Title: Managing Director
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