SOFTWARE LICENSE AGREEMENT
THIS SOFTWARE LICENSE AGREEMENT (this "Agreement") is effective as of the
October 15, 1998, by and between Nordic Investment Corporation (hereinafter
"Licensor") a Xxxxxxxx Islands Corporation or Assignee, and Xxxxxxxx.xxx a St.
Kitts, West Indies Corporation with a principal place of business at Oficentro
Xxxxxx Xxx, Xxxxxxxx 0, 0xx Xxxxx, Xxx Xxxx, Xxxxx Xxxx.
WITNESSETH
WHEREAS, Licensee has approached Licensor to provide Internet Casino software
for the purposes of online wagering entertainment.
WHEREAS, Licensee desires to integrate an electronic payment method to the
Licensor's software.
WHEREAS, each party hereto represents that it is ready, willing, and able to
undertake the responsibilities and obligations set forth in this Agreement, and
that it possesses the rights, resources, and capabilities to perform its
responsibilities under this Agreement;
NOW, THEREFORE, in consideration of the premises, and of the obligations herein
made and undertaken, the parties hereto do hereby covenant and agree as follows:
Section 1
DEFINITIONS
For the purposes of this Agreement, the definitions set forth in this
Section shall apply to the respective capitalized terms:
1.1 "Agreement Territory" Costa Rica and the rest of the world.
1.2 "Software." Computer programming Software, including
CasinoComplete(TM) and associated procedural Software.
1.3 "Derivative Work" A work that is based upon one or more preexisting
works, such as a revision, modification, translation, abridgement, condensation,
expansion, or any other form in which a preexisting work may be recast,
transformed, or adapted, and that, if prepared without the authorization of the
Licensor of the preexisting work, would constitute a copyright infringement.
1.4 "Documentation." The printed material relating to the Software,
including the description of the principles of operation of the Software.
1.5 "Enhancement." A change or addition to the Software or
Documentation, other than an Error Correction, that improves its function, adds
new function, or substantially enhances its performance.
1.6 "Error." A defect in the Software or a mistake in the Documentation
that prevents the Software from functioning in material conformity with the
Specifications.
1.7 "Error Correction." A change to the Software or the Documentation
that is in a form that allows its application to the Software or inclusion in
the Documentation to reestablish material conformity with the specifications.
All Error Correction shall be considered part of Software and Documentation for
all purposes under this Agreement.
1.8 "Net Wm." All casino earnings less all winnings paid.
1.9 "Product." Computer programs that contain, or are Derivative Works
of, the Software or any Subset thereof.
1.10 "Front End" All custom art, graphics and animations as it relates
to the games, websites and related web pages.
Section 2
LICENSOR'S OBLIGATIONS
2.1 Initial Deliveries. Licensor shall deliver to Licensee, two (2)
copies of the Software. The first copy will be due upon ratification of this
agreement. The second copy will be available at the Licensees' request.
2.2 Support Services. Licensor shall provide support services in
accordance with Section 9 hereof relating to the Software for training, ongoing
support and demonstration purposes relating to the software.
2.3 Enhancements. Licensor may offer Enhancements as proposed additions
to the Software and Documentation in accordance with Section 6 hereof.
2.4 Electronic Payment System Integration Licensor will assist Licensee
in the integration of an electronic payment system.
Section 3
LICENSEE OBLIGATIONS
3.1 Evaluation and Testing. Licensee shall evaluate and test the
Software to determine its suitability for use for live wagering online casino
entertainment.
3.2 Marketing. If such assessment is positive, Licensee shall use all
reasonable efforts to market the Products in accordance with this Agreement.
3.3 Equipment and Network Facilities: Licensee shall be responsible for
providing all equipment including servers, and network facilities.
3.4 Electronic Payment Integration: Licensee shall be responsible for
the total integration of the electronic payment system.
3.5 Customer Service. Licensee shall be responsible for all customer
service and support related to the software.
3.6 Website Development and Game Graphics. Licensee shall be
responsible for all website and graphic development related to the front end.
3.7 Royalties. Licensee shall pay royalties to Licensor in accordance
with Section 5.
Section 4
GRANT OF LICENSE
Licensor hereby grants to Licensee, a perpetual non-exclusive right and
license to use the software online. Upgrades and support to be available to
Licensee subject to this agreement being in good standing.
Section 5
ROYALTIES AND PAYMENT
5.1 Royalties. Licensee shall pay to Licensor, the amounts as earned
royalties beginning on the first day of live wagering:
25% of the Net Win less standard eBanx financial charges, bonuses given to
induce persons to open accounts and any chargebacks or bad cheques per software
copy until total amount earned by Licensor per software copy equals $300,000.00
(US) as software license fee, 5% of the Net 'Win as described above for upgrades
and technical support thereafter.
Per Software Copy PER-COPY ROYALTY AMOUNT
CasinoComp1ete(TM) 25% of Net Win to $300,000.00(US)
5% of Net Win thereafter
All royalty payments shall be made on a 30 day, pro-rated monthly basis.
Section 6
AVAILABILITY OF ENHANCEMENTS
Licensor will from time to time offer Enhancements, to the extent developed
or acquired by Licensor, to Licensee for inclusion in the Software. If the
parties agree on inclusion of any Enhancements, appropriate changes in the
Specifications and royalty provisions shall be set forth in a written amendment
to this Agreement, and thereupon the Enhancements shall become part of the
Software for purposes of this Agreement.
Section 7
LIMITED WARRANTY AND LIMITATION OF LIABILITY
7.1 Licensorship and Authority Licensor wan-ants that it is authorized
and retains all rights necessary related to the software, granted by this
Agreement.
7.2 Conforrnity to Specifications Licensor warrants that the Software
will, at the time of delivery, conform in all material respects to the
Specifications.
Section 8
OBLIGATION FOR EXPENSES
Licensor shall have no obligation or requirement whatsoever to reimburse
Licensee for any expenses or costs incurred by Licensee in the performance of,
or otherwise by reason of, this Agreement. Licensee's incursion of costs or
expenses under this Agreement is at its sole risk and upon its independent
business judgment that such costs and expenses are appropriate.
Section 9
SUPPORT SERVICES
9.1 Technical Support and Training; Error Correction. Licensor shall
provide, during the term of this Agreement, the following support services to
Licensee:
1. 1. Initial technical support and training in the use of the
Software, including system set-up including any Enhancements, at the Licensor's
convenience; and
2. Efforts to prepare Error Correction of the Software upon
reasonable notice of the nature of any identified Errors.
9.2 Personal Services. It is understood and agreed that the personal
services of Licensor and of Licensor's technical experts are required for
support services by reason of authorship and unique familiarity with the
Software and Documentation and by reason of their unique understanding of the
underlying programming theories and specialized methods and practices used.
Section 10
TERM OF AGREEMENT
The term of this Agreement shall commence on the date hereof and continue,
unless sooner terminated under Section 12.
Section 11
ASSIGNMENT
Licensor shall have the right, subject to Licensee's reasonable consent, to
assign this Agreement to a subsidiary; affiliate, or a purchaser of all or
substantially all the stock or assets of Licensor, after which any such assignee
or purchaser shall become a party to this Agreement. Licensee shall have the
right to assign this Agreement at anytime without the prior consent of Licensor
Section 12
TERMINATION; EFFECT OF TERMINATION
12.2 Breach. Should either party commit a material breach in its
obligations hereunder, or should any of the representations of either party
prove to be untrue in any material respect, the other party may, at its option,
terminate this Agreement by thirty (30) days written notice to the other party~
Such notice shall identify and describe the default upon which termination is
based. The defaulting party shall have thirty (30) days to cure such default,
which, if effected, shall prevent termination by virtue of such default.
12.3 Consequences. Upon the termination of this Agreement, Licensee
shall continue the use of the software, as needed, under the royalty and payment
guidelines stated in Section 5.
12.6 Continuation of Payment. Licensor shall continue to be entitled to
fees and charges set forth in Section 5 that have accrued or shall accrue.
Section 13
INDEMNIFICATION
13.1 Licensor Indemnification. Licensor agrees to, and does hereby,
indemnify and hold harmless Licensee from any and all claims, demands, or
actions alleging that the Software, including any Enhancements, in the form
delivered by Licensor, infringes or abridges any third-party rights in
copyright, trade secret, or other intellectual property rights.
13.2 Licensee Indemnification. Licensee agrees to indemnify and hold
harmless Licensor from any and all claims, demands, or actions, whether
initiated by individual or governmental entities, from or relating to the
gambling aspects of Products.
13.3 Force Majeure. Neither party shall be in default if failure to
perform any obligation hereunder is caused solely by supervening conditions
beyond that party's control, including acts of God, civil commotion, strikes,
labor disputes, and governmental demands or requirements.
13.4 Scope of Agreement; Amendment. The parties hereto acknowledge that
each has read this Agreement, understands it, and agrees to be bound by its
terms. The parties further agree that this Agreement is the complete and
exclusive statement of agreement and supersedes all proposals (oral or written),
understandings, representations, conditions, warranties, covenants, and other
communications between the parties relating hereto. This Agreement may be
amended only by a subsequent writing that specifically refers to this Agreement
and is signed by both parties, and no other act, document, usage, or custom
shall be deemed to amend this Agreement.
Section 14
NON-Disclosure AND NONCIRCUMVENTION
14.1 Both parties agree not to disclose any confidential intonation not
in the public domain, gained from the other to any third parties.
14.2 Both parties agree not to do any direct independent business with
any third parties introduced to the other without the express written agreement
of the other party. Penalties for breach of this clause will be the higher of US
$100,000 or 5% of the total net dollar value of any business done between these
parties. The following are protected third parties under Licensee and Licensor
Licensor's third parties:
Xxxx Xxxxxx (Attomej) - Costa Rica
Dub Media, Inc. - Santa Clan, CA
Xxxx Inc. - Seattle, WA
Object Methods - Los Angeles, CA
MNM Soft - Los Angeles, CA
Xxxxxx Info Systems, Los Angeles, CA
Starbelly Productions Inc. - Cleveland, OH
Xxxxxx Xxxx (worldwideholdings)- Seattle, WA
Monte Carlo Management, Antigua
Wayae Xxxxx - VA
Xxxx Xxxxxxxxx - IL
Web One Communications - FL
Licensee's third parties:
Harbour Centre Complex - Vancouver
MetroNet Communications Group - Canada
Starcom International Optics Corporation - US and Canada
Xxxxxx Xxxxxxxxxxx - Xxxxx Rica
HQ Vancouver
Any additions to this list must be submitted to the other party and agreed upon
prior to any introductions to be considered protected contacts under this
provision.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their respective duly authorized representatives as set forth below.
Nordic Investment Corp Xxxxxxxx.xxx Gaming Corporation
By./s/ Xxxxx Xxxxxxxxxx By:/s/ Xxxxxx Xxxx
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Xxxxx Xxxxxxxxxx Xxxxxx Xxxx
President Chief Executive Officer
Date: 10-14, 1998 Date: October 15,1998
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Amendment 1.0 to Software License Agreement
DEFINITIONS
1.11 "Titanic Casino". All art, graphics and animation as it relates to the
games, website and related web pages of the Titanic Casino, a custom Front End
developed for Gambling Software purposes.
Per Section 14 of the Software License Agreement, Licensee accepts the Titanic
Casino as confidential information to be used for testing and evaluation
purposes only. Licensee will under no circumstances make available to the
public, the games, website or any related graphics of the Titanic Casino.
/s/ Xxxxxx Xxxx
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Xxxxxx Xxxx
CEO
Cyberoad Gaming Corporation
November 4, 1998
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Date
