EXHIBIT 10.3
SIMULCAST AGREEMENT
THIS AGREEMENT is entered into this 28th day of September, 1996.
Between:
PACIFIC RACING ASSOCIATION, with offices at Xxxxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxx Xxxxxxxx, Xxxxxx (the "Host")
and
STARNET COMMUNICATIONS INTERNATIONAL INCORPORATED, with offices at
Xxxxxxxx Xxxxx, Xxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx (the "Guest
Facility").
WHEREAS,
A. The Host conducts thoroughbred race meets (the "Races" or individually
one race meet, a "Race");
B. The Guest Facility desires to simultaneously Netcast, as hereinafter
defined, and accept parimutuel xxxxxx on the Races conducted by the
Host; and
C. The Host desires to permit the Guest Facility to simultaneously
Netcast and accept parimutuel xxxxxx on the Races conducted by the
Host;
NOW THEREFORE, in consideration of the premises and mutual covenants herein
set forth, the parties agree as follows:
In this Agreement, the following definitions apply:
* "SIMULCAST" shall mean the video transmission of the Races taking
place at Hastings Park Race Course, Vancouver, British Columbia
contemporaneous with the happening of the race;
* "INTERNET" shall mean the network of independent computers, servers
and links that make up the "World Wide Web";
* "NET-CAST" shall mean the transmission of the Simulcast on the
Internet.
* "WEB PAGE" shall mean the Guest Facility's Internet address where its
services are provided.
* "TOTAL HANDLE" shall mean the total amount wagered by patrons on the
Races at the Guest Facility and sites listed in Attachment 1 of
Exhibit "A" less money returned to patrons by refund. In no event
shall the Total Handle be reduced due to any contractual
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or statutory obligations for the payment of purses or breeders awards,
or any other amounts, except as set forth in this Agreement.
1. The Guest Facility shall have a limited, non-exclusive license to
simultaneously Netcast and accept parimutuel xxxxxx on the Races set forth
on attached Exhibit "A", which Exhibit may be amended from time to time by
the parties hereto, subject to the terms and conditions contained in this
Agreement.
2. The Guest Facility warrants and represents that it is in compliance
with all applicable Federal, State and local laws and ordinances and has
obtained all necessary approvals to enter into this Agreement.
3. The Guest Facility warrants and represents that it will obtain all
necessary approvals from all regulatory bodies prior to Netcasting and
accepting parimutuel xxxxxx on the Races.
4. The Guest Facility warrants and represents that it will, by blocking
access to the Netcast from any and all Internet addresses in Canada and the
United States and by blocking access to their betting facilities from any
and all Internet addresses in Canada and the United States, not allow
persons situated in Canada and the United States to view or place a bet
with the Guest Facility based on the Netcast.
5. The Host shall, at its own expense, transmit audio and video signals
of the Races as well as audio and video signals of information relating to
the Races to a satellite (the "Signal").
6. The Guest Facility shall, at its own expense, be permitted to access
the Signal and retransmit the Signal over the Internet for viewing by
anyone with access to the Guest Facility's Web Page. The Guest Facility
shall have the sole responsibility for decoding the Signal, including the
provision of any necessary equipment and the payment of any necessary
expenses.
7. Data provided or compiled by the Host, which includes data from The
Jockey Club, and EQUIBASE, generally is accurate, but occasionally errors
and omissions occur as a result of incorrect data received by others,
mistakes in processing and other causes. EQUIBASE and The Jockey Club and
the Host disclaim responsibility for the consequences, if any, of such
errors, but would appreciate their being called to their attention.
8. If the Guest Facility accepts parimutuel xxxxxx on a Race, the Guest
Facility shall compensate the Host as follows:
a) If a Race is not included in a wagering pool of two or more of
the Races, the fee due and owing to the Host for a Race shall be
calculated as follows:
(total handle - refunds) x (Exhibit "A" fee %)
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b) If a Race is included in a wagering pool of two or more of the
Races, the fee due and owing by the Guest Facility to the Host for a
Race shall be the fee determined by the above subparagraph 7a) plus an
additional fee calculated as follows:
(total pool - refunds) x (Exhibit "A" fee %)
----------------------
number of races in pool
9. The Guest Facility agrees that all amounts (including those for all
sites listed in Exhibit "A" - Attachment l) due and owing shall be
forwarded to the Host no later than five calendar days following completion
of the calendar week in which the Race(s) was conducted. All such payments
shall be in United States currency. Payments are to be made payable to
PACIFIC RACING ASSOCIATION and be forwarded to HASTINGS PARK RACECOURSE
XXXXXXXXX, XXXXXXX XXXXXXXX X0X 0X0 ATTENTION: DIRECTOR OF FINANCE. The
Guest Facility further agrees to deliver to the Host, along with payment in
full, an accounting of the Total Handle for each type of bet placed at its
facility upon the Races.
10. In addition to the sum due and owing pursuant to paragraph 7 of this
Agreement, the Guest Facility shall forward to the Host, in accordance with
the terms and conditions of paragraph 8 of this Agreement, any and all
amounts due and owing for mutual settlements (including those for all sites
listed in Exhibit "A" - Attachment D, along with an accounting of such
settlements.
11. The Guest Facility warrants and represents that it shall maintain at
its offices complete books and records relating to its conducting of
parimutuel wagering on the Races, and that these books and records shall be
made available for review upon the Host's request.
12. In the event a Race is not conducted for any reason by the Host, the
Host shall be under no obligation or liability to the Guest Facility.
13. The Guest Facility agrees to defend, indemnify and hold harmless
Pacific Racing Association, its directors, officers, employees, agents,
predecessors, successors and affiliated entities from and against any and
all claims, suits, losses, damages, liabilities, costs and expenses,
including attorney's fees, which arise out of or are related to the
performance or nonperformance of this Agreement.
14. The Host hereby consents to the dissemination of the Signal at the
sites listed on Attachment 1 of Exhibit "A". In no event shall the Guest
Facility knowingly transmit the Signal to any other site operating in the
same manner as the Guest Facility without prior written approval of the
Host.
15. The Host acknowledges that the Signal will be Netcast and as such can
be viewed by any person having access to the Internet and access to the
Guest Facility's Web Page.
16. The Host acknowledges that the dissemination of the Signal in
accordance with paragraph 15 of this Agreement does not in any way violate
any part of this Agreement.
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17. The Host acknowledges that once the Signal is Netcast, it is
impossible to control what use will be made of the Signal and therefore the
Guest Facility is not responsible in any way for the actions of third
parities who may misuse the Netcast.
18. The Host hereby acknowledges that the Guest, without the consent of
the Host, has the right to assign all or a portion of its title, interest
and benefit in and to this Agreement to a wholly owned subsidiary or an
affiliated company of the Guest including all rights of action or other
rights accruing to the Guest which might after this assignment takes effect
to the Guest under this Agreement.
19. This Agreement may be terminated by either party at any time upon 48
hours' notice.
20. No modification of any of the terms and conditions of this Agreement
shall be effective unless reduced to writing and signed by both of the
parties to this Agreement.
21. This Agreement shall be construed and enforced in accordance with the
laws of the Province of British Columbia.
22. Any disputes arising out of this Agreement shall be submitted to a
court of competent jurisdiction with the Province of British Columbia.
23. This Agreement may be executed in counterparts, with each counterpart
being considered an original.
24. This Agreement contains the whole of the agreement between the parties
and any oral agreement or understanding not expressly addressed in this
Agreement is not binding on the parties and is of no legal effect.
PACIFIC RACING ASSOCIATION STARNET COMMUNICATIONS
INTERNATIONAL INCORPORATED
PER:______________________ Per:________________________________
Xxxx Xxxxxx, Xxxx Xxxxxx, President
General Manager
Date: Date:
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EXHIBIT "A"
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1. Common Pool Terms
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Pacific Racing Association hereby grants the Guest Facility the right
to simultaneously netcast and accept parimutuel xxxxxx on the Races set
forth in Attachment 2 of Exhibit "A" on a Common pool basis.
In the event the Guest Facility accepts parimutuel xxxxxx on the
Races, on a common pool basis, the percentage of total handle and amount
owing to the Host shall be calculated pursuant to Paragraph 7 of the
Agreement, in accordance with the following terms:
1. All overnight races and stakes races other than Graded stakes
races - 5.0%
2. All Grades stakes races - 5.0%
When Pacific Racing Association undertakes to receive simulcasts from
a third party, the Guest Facility may elect to receive any or all such
simulcasts on a commingled basis as a "Satellite Association". In such
instances, the Satellite Association will receive said races at the rate
negotiated by the Host. Furthermore, the Host will be responsible for
supplying the Satellite association with all relevant racing information,
using its best efforts to insure that all information delivered to the
Satellite Association is accurate and given in a timely manner; provided
however, that the Satellite Association agrees that PACIFIC RACING
ASSOCIATION shall not be liable for any inaccuracy or incompleteness of the
information. The Satellite Association further agrees that it will abide by
each and every term of the agreements entered into by PACIFIC RACING
ASSOCIATION, will make all payments to PACIFIC RACING ASSOCIATION as
defined in each wagering agreement, such that PACIFIC RACING ASSOCIATION
will have received all funds from the Satellite Association in the allotted
time for payment to the third party.
II. Separate Pool Terms
-------------------
Pacific Racing Association hereby grants the Guest Facility the right
to simultaneously netcast and accept parimutuel xxxxxx on the Races set
forth in Attachment 2 of Exhibit "A" on a separate pool basis. The
percentage of total handle due and owing to Host shall be calculated
pursuant to Paragraph 7 of this Agreement, in accordance with the following
terms:
1. All overnight races and stakes races other than Grades Stakes
races - 5.0%
2. All Grades Stakes races - 5.0%
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EXHIBIT "A" - ATTACHMENT 1
--------------------------
Pacific Racing Association hereby consents to the dissemination of the
Signal at the following site:
The Internet
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EXHIBIT "A" - ATTACHMENT 2
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List of Races Approved for Simulcast Race(s)
Race(s) Indicate Method
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Common Pooled (CP)
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EXHIBIT "A" - ATTACHMENT 3
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Stakes & Post Time Schedule
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