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EXHIBIT 10.1
SOFTWARE LICENSE AGREEMENT
This Agreement made as of the 15th day of June, 1999, by Reward
Nevis Group Inc. (the "Licensee") and Chartwell Technology Inc.
("Chartwell").
BACKGROUND:
Chartwell is in the communication technology business. Chartwell,
owns certain interactive game, software and the Licensee desires to
license the object code for such software and Chartwell is willing to
grant the Licensee a non exclusive license to the object code for such
software subject to the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the mutual promises, covenants
and obligations contained herein, the parties agree as follows:
1. INTERPRETATION
1. 1. Words and phrases used herein have the following meaning:
1.1.1. "Agreement" means this Software License Agreement,
including Schedules "A", "B" and "C" attached hereto.
1.1.2 "Business" means the operation and management of an
online Internet entertainment and game playing website.
1.1.3. "Client Software" means the user interface portion of
the Software.
1.1.4. "Dollar" or "$" means United States dollars.
1.1.5. "Electronic Distribution" means the electronic
delivery of computer software using on-line services, the Internet,
phone lines, cable systems, servers, satellite or other public or
private access network or electronic communication mediums.
1.1.6. "End User" means an individual who has established an
account with the Licensee that permits such individual to access and
utilize, but not to further distribute, the Software.
1.1.7. "Gross Revenues" means gross income which is received
or should have been received by the Licensee or any affiliate of the
Licensee in connection with the Business utilizing the Software, which
shall be calculated as the total dollars wagered on all games less all
payoffs, but before any operating, administrative or other expenses,
federal, provincial, or foreign sales, excises or other taxes or
tariffs imposed on the use of the Software. For the purposes of this
Agreement Gross Revenues shall not include any negative amount. Where
Gross Revenues result in a negative number Gross Revenues shall be
deemed to be zero.
1.1.8. "Software" means the object code versions of the
computer software described in Schedule
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1.1.8. "Software" means the object code versions of the
computer software described in Schedule "A" herein,
2. GRANT OF LICENSE
2.1. Sub-License: Subject to the terms and conditions hereof
Chartwell hereby grants to the Licensee and the Licensee accepts from
Chartwell: (i) a worldwide, non-exclusive license to use the Software
only in connection with the Business and to transmit the Client
Software only in object code form to End Users by means of Electronic
Distribution; and (ii) a worldwide, non-exclusive license to use and to
grant to End Users the right to use the Client Software in object code
form, only while connected to a server on which the server component of
the Software is installed.
2.2. End User License Agreement: The Licensee shall display to End
Users an End User license Agreement ("XXXX") prior to download of the
Client Software by End User. Such XXXX shall contain provisions which
exclude Chartwell from all liabilities related to the End Users use of
the Client Software, and in any event shall contain provisions
substantially similar to those contained in Schedule "B" 71 hereto. The
XXXX shall be provided in a format that the End User may download onto
End User's hard disk. The Licensee shall require all End Users to
either accept or reject the terms and conditions of the XXXX by means
of a point and click mechanism or other mechanism acceptable to
Chartwell prior to the download of the Client Software and, in the
event End User rejects the XXXX, End User shall not be permitted to
download the Client Software. The licensee agrees that the mechanism
used by the Licensee to require End Users to accept or reject the FULA
shall be in a form which will record and store all End Users acceptance
of the XXXX for future reference.
2.3. Restrictions: The Licensee shall not, and shall not authorize
any third party to, reverse engineer, decompile or disassemble the
Software.
2.4. No Further Sub-License: The Licensee shall have no right to
sublicense or otherwise make available the rights granted to the
Licensee in Paragraph 2.1 to any third party and such rights shall only
be used by the licensee in connection with its operation of the
Business which shall be comprised of one website only.
3. GOVERNMENT APPROVALS
3.1. The Licensee warrants and represents that it has obtained all
required government approvals and permits as of the date of this
Agreement in order to use the Software in its Business and to operate
its Business and that it will maintain such approval and permits
throughout the term of this Agreement and obtain any government
approvals and permits that subsequently become required during the term
of this Agreement.
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4. OWNERSHIP
4.1. Software: Except for the limited distribution and license
rights granted to the Licensee hereunder, Chartwell retains all right,
title and interest, including intellectual property rights, in and to
the Software, as between Chartwell I and the Licensee.
4.2, Proprietary Rights Notices, The Licensee shall not remove any
copyright or other proprietary rights notices contained within the
Software,
5. PAYMENT
5.1. License Fee: In consideration of the rights granted by
Chartwell to the Licensee hereunder, the Licensee shall pay Chartwell
the sum of $20,000 upon execution of this Agreement and three
additional $10,000 payments, the first within three (3) months. the
second within six (6) months and the third within nine (9) months from
the date of this Agreement and shall pay Chartwell a percentage of the
licensee's Gross Revenue as set forth in paragraph 5.2. Upon execution
of this Agreement, Licensee shall pay to Chartwell the sum of $8,000
with which Chartwell will acquire and configure a server for the
Licensee to be shipped to the address of the Licensee and shall acquire
for the licensee, for installation by Chartwell, the following third
party software:
! Crystal Reports 7.0
! PC Anywhere
! MSSQL 6.5 or 7.0
! Microsoft NT Server with SP4
5.2. Royalties. As further consideration of the fights granted by
Chartwell to the Licensee hereunder, the Licensee shall pay to
Chartwell a royalty calculated as 30% of the Gross Revenue in
accordance with the terms of this Section 5 until aggregate Royalty
payments of $100,000 have been paid to Chartwell following which the
Royalty rate shall be reduced to 20% until an aggregate $1,000,000 in
Royalties has been paid to Chartwell and thereafter the Royalty payable
will be set at the rate of 15% for the balance of the term of this
Agreement..
5.3. Payment: The Licensee shall pay royalties to Chartwell under
Paragraph 5.2 on a monthly basis commencing at the end of the first
month after the Licensee commences the Business as determined by
Chartwell. Royalties shall be calculated monthly and paid within
fifteen (15) days of the end of each month and the Licensee shall
include, with each payment of royalties, a report specifying the Gross
Revenue earned during the period. Any net loss or negative revenues in
a particular month shall be treated as zero Gross Revenues for the
month and there is no carry forward of such amounts.
5.4. Website: upon execution of this Agreement Licensee shall pay
to Chartwell the amount of $5,000 for website design and development in
accordance with Chartwell's standard specifications. Licensee shall pay
to Chartwell a further $5,000 on completion of the Licensee's website,
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5.5. Records: The Licensee will maintain, in accordance with
generally accepted accounting principles complete and accurate books
and records in respect of its operation of the Business and the Gross
Revenue and other amounts received in connection therewith and all
royalties due or paid to Chartwell.
5.6. Audit: Chartwell shall have the right, on reasonable notice
to the Licensee, no more often than once in any twelve (12) month
period, to appoint an independent third party to examine the Licensee's
books and records, during regular business hours, in order to verify
the Licensee's compliance with the terms of this Agreement. Any such
audit shall be at the expense of Chartwell unless the audit reveals an
underpayment by the Licensee of greater then five (5%) percent in which
case the audit shall be at the expense of the Licensee. The Licensee
shall forthwith pay to Chartwell the amount of any deficiency
identified by the audit.
5.7. Taxes: The Licensee shall be responsible for paying all use,
sales or value added taxes, duties or governmental charges, whether
presently in force or which come into force in the future, related to
the deliveries and payments hereunder.
6. SUPPORT
6.2. Upgrades: Provided that the licensee is not then in default
hereunder, during the term of this Agreement Chartwell shall provide
certain upgrades to the Software, designated as such by Chartwell, to
the Licensee at no cost. All upgrades to the Software shall be
considered Software for the purposes of this Agreement, Upgrades to the
Software shall I consist of new games and language localization, as
designated as such from time to time by Chartwell
7. CHARTWELL WARRANTIES, REPRESENTATIONS AND COVENANTS
Chartwell warrants, represents and covenants to the Licensee that:
7.1. Capacity. it has the necessary capacity to enter into this
Agreement.
7.2. The sub-license of the Software to the Licensee as
contemplated herein will not infringe upon any patents or copyrights of
any third party.
7.3. Chartwell warrants that if program errors (defects in the
Software which prevent substantial conformance to the Software
Specifications set out in Schedule "C" hereto) occur during the term of
this Agreement then, provided that
iii. the Licensee provides prompt notice to Chartwell
of such program error,
iv. the Licensee provides a full and complete
disclosure of the program error and any input or output necessary to
assess the same,
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v. this sublicense remains in effect and the Licensee
is not then in default hereunder;
vi. the Licensee allows Chartwell continuous access to
the Software via the Internet at any and all times and from such place
as Chartwell may designate reasonably from time to time;
vii. the Software or the server on which the Software
was originally installed by Chartwell has not been modified by the
Licensee or any third party; and
viii. provided the program error can be reproduced on
Chartwell's current Software.
Chartwell will use reasonable efforts to correct such errors
within 60 days following receipt of notice from the Licensee of such
defects. If the parties hereto disagree as to whether a program error
is Chartwell's responsibility hereunder, it shall be the Licensee's
obligation to demonstrate and document the program error in the
Software. The Licensee acknowledges that its only remedy available in
relation to the occurrence of a program error shall be to require
Chartwell to use reasonable efforts to correct the same and that
Chartwell shall not be liable for any damages resulting from the
occurrence of a program error however caused, subject to Section 10.
7.4. During the term of this Agreement Chartwell shall provide the
Licensee with upgrades as provided in Paragraph 6.2. As a result,
Chartwell's warranty obligations hereunder are contingent on the
Licensee being able to reproduce the error conditions on Chartwell's
current Software. If the error conditions shall not be so reproduced,
the error conditions shall not be considered to be errors within the
Software and therefore Chartwell shall not be required to perform
further services in relation to the error conditions stated in
Paragraph 7.3.
7.5. The Licensee agrees to maintain a current backup copy of the
Software and to make the same available to Chartwell at Chartwell's
request.
7.6. Examples of service not covered by Chartwell's warranty
include, but are not limited to:
i. service required due to failure of hardware;
ii. service required due to unauthorized modification
to the Software;
iii. service required due to improper installation of
Software, if the Software has not been installed by Chartwell;
iv. failure of software other than the Software as
defined hereunder;
v. force xxxxxx;
vi. default or negligence of the Li Licensee;
vii. improper use or misuse of the Software or the
hardware; and
viii. providing operating services, accessories or
supplies.
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7.7. Limitation: EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT THE
SOFTWARE 19 PROVIDED AND LICENSED "AS IS" AND THERE ARE NO WARRANTIES,
REPRESENTATIONS OR CONDITIONS, EXPRESSED OR IMPLIED, WRITTEN OR ORAL,
ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF
TRADE, COURSE OF PERFORMANCE OR SERVICE PROVIDED ]HEREUNDER OR IN
CONNECTION HEREWITH BY CHARTWELL. EXCEPT AS EXPRESSLY PROVIDED HEREIN
CHARTWELL DISCLAIMS ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABLE
QUALITY, NON-INFRINGEMENT, MERCHANTABILITY, DURABILITY OR FITNESS FOR
A PARTICULAR PURPOSE. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT,
INCLUDING BUT NOT LIMITED TO STATEMENTS REGARDING PERFORMANCE OF THE
SOFTWARE, WHICH IS NOT CONTAINED IN THIS AGREEMENT, SHALL BE DEEMED TO
BE A WARRANTY BY CHARTWELL.
7.8. No Variation: NO AGREEMENTS VARYING OR EXTENDING THE ABOVE
WARRANTY OR LIMITATIONS WILL BE BINDING ON CHARTWELL UNLESS IN WRITING
AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF CHARTWELL.
8. THE LICENSEE'S WARRANTIES, REPRESENTATIONS AND COVENANTS
The Licensee warrants, represents and covenants to Chartwell as follows
and acknowledges that Chartwell is relying on such warranties,
representations and covenants this Agreement and the transactions
contemplated in this Agreement:
8.1. Capacity: The Licensee has the necessary capacity to enter
into this Agreement and shall use the Software only in accordance with
in compliance with the laws of the jurisdiction in which the Business
in conducted and in accordance with generally accepted gaming industry
standards and practices.
8.2. Configuration: The server on which the Software is installed
shall be solely used for the operation of the casino, No other software
programs or files will be installed on the server without the approval
of Chartwell:
8.3. Access: The Licensee shall provide Chartwell with continuous
access to the Software via the Internet using such software for such
purposes as Chartwell may determine.
8.4. Bandwidth: Licensee will supply an adequate amount of
bandwidth to ensure remote access by Chartwell for the purpose of
maintenance, upgrades, configurations, etc.
9. INFRINGEMENT
9.1. Defense and Settlement, If notified promptly and in writing
of any action (and all prior related claims) brought against the
Licensee alleging that the Licensee's use of the Software under this
Agreement infringes any valid Canadian or United States patent or
copyright Chartwell may, subject as provided below, defend and settle
that action at its expense and may, subject as provided below, pay the
costs and damages of any type finally awarded against the Licensee in
the action, but is not obligated to do so, provided that (i) Chartwell
shall have sole control of the defense of any such action and all I
negotiations for its settlement or compromise; and (ii) the Licensee
and where applicable those for whom the Licensee is responsible,
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cooperates fully with Chartwell in its defense of the action. If the
Licensee receives notice of a valid claim or demand regarding
infringement, or if the use of the Software shall be prevented by
injunction, Chartwell shall, at its option and expense either (i)
procure for the Licensee the right to continued use of the Software as
provided hereunder, (ii) modify the Software so that it is no longer
infringing, (iii) replace the Software with computer software of equal
capability, or (iv) terminate this Agreement as to the infringing
Software; provided that Chartwell agrees that it will exercise any of
the options (i) to (iii) prior to exercising option (iv) if, in
Chartwell's opinion, such options are commercially feasible to
Chartwell. The foregoing indemnification does not extend to any claim
arising out of a modification to the Software by any party other than
Chartwell to the extent such claim would not have arisen had such
modification not been made, any combination of the Software with any
other software or hardware to the extent such claim would not have
arisen had such combination not been made, or the use or distribution
of the Software other than as permitted under this Agreement and the
Licensee shall indemnify and hold Chartwell harmless from any
infringement arising therefrom. THE FOREGOING STATES THE ENTIRE
LIABILITY AND OBLIGATIONS OF CHARTWELL AND THE EXCLUSIVE REMEDY OF THE
LICENSEE WITH RESPECT TO ANY ALLEGED INTELLECTUAL PROPERTY
INFRINGEMENT.
10. LIMITATION OF LIABILITY
10.1. Limitation of Liability: IN NO EVENT WILL CHARTWELL, BE
LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, OR
ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR
PERFORMANCE OF THE SOFTWARE, OR OTHER CHARTWELL PROVIDED MATERIAL
WHETHER IN AN ACTION IN CONTRACT OR TORT INCLUDING BUT NOT LIMITED TO
NEGLIGENCE AND WHETHER OR NOT CHARTWELL HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES,
10.2. Aggregate Liability: Chartwell's aggregate liability to the
Licensee whether for negligence, breach of contact, misrepresentation
or otherwise shall in respect of a single occurrence or a series of
occurrences shall in no circumstances exceed the $50,000 aggregate cash
payments actually made to Chartwell as the initial license fee under
Paragraph 5.1 of this Agreement.
11. THE LICENSEE INDEMNIFICATION
11.1. Indemnification: Except as set in Section 9, the Licensee
agrees to indemnity and save. Chartwell harmless from and against any
and all claims, demands, costs and liabilities (including all
reasonable legal and attorney fees and expenses) of any kind
whatsoever, arising directly or indirectly out of claims brought by End
Users or any third party, and/or brought under any law, including
without limitation any government department or agency as a result of
(i) the Licensee's combination or use of the Software with any other
software, hardware or other material, (ii) the Licensee's transmission
of the Client Software or the use of the Client Software by an End
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User, (iii) breach of Section 8 warranties; (iv) the Licensee's
operation and management of the Business; or (v) any act or omission by
the Licensee regarding the use of the Software except in accordance
with Section 2.
12. CONFIDENTIALITY
12.1. Proprietary Information, Documentation and information
(including electronically, orally or visually disclosed information)
are confidential and "Proprietary Information" for the purposes of this
Section 12 if (a) it is designated as confidential or proprietary, by
letter, stamp or legend (b) it would be apparent to a reasonable
person, familiar with the disclosing party's business or the industry
in which it operates, that such information is of a confidential or
proprietary nature, or the disclosing party, within ten (10) days of a
disclosure, indicates to the receiving party that such disclosure is
confidential. Proprietary Information shall not include information
defined as Proprietary Information above which the receiving party can
conclusively establish (i) was in the possession of the receiving party
at the time of disclosure; (ii) prior to or after the time of
disclosure becomes part of the public domain without the act or
omission of the party to whom it was disclosed; (iii) is disclosed to
the receiving party by a third party under no legal obligation to
maintain the confidentiality of such information; or (iv) was
independently developed by the receiving party. All such Proprietary
Information shall be treated confidentially by the receiving party and
its employees, contractors and agents and shall not be disclosed by the
receiving party without the disclosing party's prior written consent.
However, the receiving party may disclose Proprietary Information of
the disclosing party in accordance with judicial or other governmental
order, provided that receiving party shall give the disclosing party
reasonable notice prior to such disclosure and shall comply with any
applicable protective order or equivalent,
12.2. Treatment of Proprietary Information: Neither party shall
in anyway duplicate all nor any part of the other party's Proprietary
Information, except in accordance with the terms and conditions of this
Agreement. Each party shall have an appropriate agreement with each of
its employees, contractors and agents having access to the other
party's Proprietary Information sufficient to enable that party to
comply with all the terms of this Agreement. Each party agrees to
protect the other's Proprietary Information with the same standard of
care and procedures which it use's to protect its own trade secrets and
confidential or proprietary information of like importance and, in any
event, shall adopt or maintain procedures reasonably calculated to
protect such Proprietary Information.
12.3. Further Treatment of Proprietary Information: Each party
agrees to hold the other party's Proprietary Information in trust and
confidence for such party and not to use the same other than as
expressly authorized under this Agreement, Each party agrees not to
disclose any such Proprietary Information without the prior written
consent of the other, to anyone other than that party's employees,
contractors and agents who have a need to know same to carry out the
rights granted hereunder.
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12.4. Action to Protect: Each party shall promptly report to the
other any actual or suspected violation of the terms of this Section
12, and shall take all reasonable steps to prevent,. control or remedy
such violation.
12.5. Equitable Relief: In recognition of the unique and
proprietary nature of the information disclosed by the parties, it is
agreed that each party's remedies for a breach by the other of its
obligations under this Section 12 shall be inadequate and the
disclosing party shall, in the event of such breach be entitled to
equitable relief, including without limitation, injunctive relief and
specific performance, in addition to any other remedies provided
hereunder or available at law.
12.6. Proprietary Information: For the purposes of this
Agreement the Software, and all upgrades or modifications and all
materials related thereto shall be treated as Proprietary Information
of Chartwell disclosed to the Licensee.
13. TERMINATION
13.1. Term: The initial term of this Agreement will be for a
period of two (2) years, The Licensee will have the option of renewing
this Agreement 90 days prior to the end of the initial term, for an
additional two (2) additional two (2) year terms on the same terms
provided herein except for the payment obligations under Paragraph 5.1
and this Paragraph 13.1 shall not be applicable to the renewal terms.
This Agreement may be terminated by either party in the event of any
material breach by the other party hereto which continues after thirty
(30) days written notice of said breach (which notice shall, in
reasonable detail, specify the nature of the breach) by the non-
defaulting party to the defaulting party. A material breach shall
include, without limitation, any breach of Sections 2, 3, 4, 5, 8 and
12.
13.2. Effect of Termination: Upon the termination of this
Agreement the rights and licenses granted to the Licensee by Chartwell
hereunder shall terminate immediately and the Licensee shall cease all
use of the Software and shall, at the option of Chartwell, return to
Chartwell or destroy all copies of the Software in the possession of
the Licensee and Chartwell shall be entitled to take any and all steps
or actions they may deem necessary to enforce this Paragraph 13.2.
13.3. Royalties: No termination of this Agreement shall release
the Licensee from its obligations to pay Chartwell any royalties which
accrued prior to such termination or which shall acme to Chartwell
after the effective date of such termination as a result of the
Licensee's use of the Software after the termination of this Agreement,
nor shall any termination have the effect of releasing the Licensee
from the provisions of Section 12 which provisions shall survive the
termination of this Agreement.
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14. NOTICES
14.1. Notices: Any notice required or permitted to be given under
the terms of this Agreement shall be in writing and given by personal
delivery or sent by registered mail, postage prepaid, or by fax, to
Chartwell Technology Inc. at Xxxxx 000, Xxxxxx Xxxxx, 000 - 0xx Xxxxxx
XX, Xxxxxxx, Xxxxxx, X0X 0X0 and in the case of the Licensee at the
following address TO BE INSERTED. Either party may change its address
for notice by notice to the other party in the manner prescribed above.
Any notice given pursuant to this Section shall be deemed to have been
received an the date actually received.
15. GENERAL
15.1. Applicable Law: This Agreement shall be governed by and
construed in accordance with the laws of the Province of Alberta,
Canada excluding that body of law applicable to choice of law and
excluding the United Nations Convention on Contracts for the
International Sale of Goods and any legislation implementing such
Convention, if otherwise applicable.
15.2. Survival: The provisions of Sections 4, 7, 8, 9, 10, 11,
12, 13, 14, and IS shall survive any termination of this Agreement
until expressly waived in writing by the party for whom they are of
benefit or terminated by a further written agreement of the parties.
15.3. Enforceability: If any provision of this Agreement is
declared by a court of competent jurisdiction to be invalid, illegal or
unenforceable, such provision or part thereof which is necessary to
tender the provision valid, legal and enforceable, shall be severed
from the agreement and the other provisions and the remaining part
thereof of that provision shall remain in full force and effect,
15.4. Further Assurances: The parties agree to do all such things
and to execute such further documents as may reasonably be required to
give full effect to this Agreement.
15.5. Entire Agreement: This Agreement constitutes the entire
agreement between the parties concerning the subject matter hereof and
cancels and supersedes any prior understandings and agreements between
the parties hereto with respect thereto. There are no representations,
warranties, terms, conditions, undertakings or collateral agreements,
expressed, implied or statutory, between the parties other than as
expressly set forth in this Agreement.
15.6. Remedies: The remedies expressly stated in this Agreement
shall be in addition to and not in substitution for those generally
available at law or in equity.
15.7. Waiver: No waiver or any provision of this agreement by a
party shall be enforceable against that party unless it is in writing
and signed by an authorized officer of that party.
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15.8. Assignment: Neither party may assign this Agreement nor the
rights granted hereunder without the prior written consent of the other
which consent shall not be unreasonably withheld; provided that either
party may assign this Agreement to a successor corporation in the event
of a merger or other reorganization in which it is not the surviving
entity,, and provided further that Chartwell may assign all or any part
of its rights under this Agreement to a parent, affiliate or wholly-
owned subsidiary; provided that any such organization is able to
perform under this Agreement and agrees to be bound by the terms
hereof.
15.9. Counterparts: This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed to be an
original and all of which together shall constitute one and the same
instrument.
15.10. Publicity: Licensee shall not refer to Chartwell nor to
this Agreement in public releases or advertising without securing the
prior written approval of Chartwell.
15.11. Independent Contractors: The parties to this Agreement are
independent contractors. No relationships of principal to an agent,
master to a servant, employer to employee, franchiser to franchisee,
partner or joint venturers is established hereby between the parties.
Neither party has the authority to bind the other nor incur any
obligation on its behalf Chartwell shall not take part in, have any
control over or participate in the Business, it being the express
intention of the parties that the Licensee conduct the Business and
that Chartwell supply the Software only as described herein.
15.12. Force Majeure: Notwithstanding anything to the contrary
contained in this Agreement, the failure or delay in performance by
either Chartwell or the Licensee, other than the performance of payment
obligations, shall be excused to the extent it is caused by an event
beyond the party's control, provided that the party prevented from or
delayed in rendering performance notifies the other party immediately
and in detail of the commencement and nature of such cause, and
provided further that such party uses its best efforts to render
performance in a timely manner, utilizing to such ends all resources
reasonably required in the circumstances. If such event continues
beyond sixty (60) days, either party may terminate this Agreement.
IN WITNESS WHEREOF the parties hereto have executed this Agreement
as of the date first above written.
CHARTWELL TECHNOLOGY INC.
By: /s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, President
/s/ Xxxxx X. Xxxxxx
XXXXX X. XXXXXX, Vice President
Operations and CFO
REWARD NEVIS GROUP INC,.
By: /s/ G Xxxxxxxx
X. Xxxxxxxx, President
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SCHEDULE "A"
The software is a Java based virtual casino identified as a package
called CasinoCasino which resides on a Chartwell Technology Inc,
server.
SCHEDULE "B"
End User License Agreement
A. ELIGIBILITY:
1. The casino is restricted to individuals of legal age of
majority only. You cannot play under any circumstances if you are not
at least eighteen years of age. Minors may not play, Participation in
the activities and games of the Internet casino is open only to the
residents of those jurisdictions where such participation is legal and
not prohibited. Participation in the activities and the games of the
Internet casino is void wherever prohibited by law.
2. Player understands that the game is for entertainment value
only, Player understands and acknowledges that no purchase is necessary
or required to play the games. If a player wishes to play without
betting money, he/she may do so, on the free site only.
3. Employees of the Internet casino, the company, its licensees,
distributors, wholesalers, affiliates, subsidiaries, advertising
promotion or other agencies, media partners, retailers and members of
the immediate families of each are not eligible to participate in the
games,
B. OTHER CONDITIONS
Player is not required to participate in the Game and such
participation, if elected by Player, is at Players sole option,
discretion and risk. Materials of the game (whether electronically
obtained or obtained by other means) are automatically void if
counterfeited, mutilated, forged, altered or tampered with in any way,
if illegal, mechanically or electronically reproduced, obtained outside
authorized legitimate channels or if they contain printing, production,
typographical, mechanical, electronic or any other errors. Any and all
materials submitted for prize claims become the property of the company
and will not be returned. The company is not responsible for lost,
late, illegal, incomplete, damaged, mutilated, misdirected, or postage
due mail, requests, prize claims or entries. liability for materials of
the game containing any error is limited to replacement. Errors due to
the computer hardware and software is the sole responsibility of the of
the end user, not the company. No refunds shall be given, Taxes, if
any, on any prize is players sole responsibility, By accepting prize
and/or winnings, Player consents to use his/her name for advertising
and promotional purposes without additional compensation except where
prohibited by law. Player, by acceptance of prize, acknowledges
compliance with all rules herein, The company makes no representations
or warranties, implicit or explicit, as to the legal right for player
to participate in the game nor shall any of the companies employees,
licensees, distributors, wholesalers, affiliates, subsidiaries,
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advertising, promotion or other agencies, media partners, agents or
retailers have the authority to make any such representations or
warranties. The company shall not be required to maintain user names or
passwords and if player misplaces, forgets, loses, or is otherwise
unable to enter the Internet casino because of anything other than
company error, if a player should give away, tell, share or lose their
amount number and password, the Internet casino will not be responsible
and will not be held liable for any claims regarding that account. The
terms and conditions contained herein may be modified and/or amended
only by the company posting such modification and/or amendments in the
Terms and Conditions section of the website, The company shall not be
liable for computer malfunctions nor attempts by player to participate
in the game by methods, means or ways not intended by the company. The
company reserves the right to cancel players account for any reason and
issue any balance in players account at the time of such cancellation.
The terms and conditions contained herein represents the complete,
final and exclusive agreement between the player and the company.
C. PLAYER AGREES AND BECOMES A PARTY TO THE RULES
By entering the website, opening an account at the website,
playing the casino, use and reuse of such an account, participation in
the game, or acceptance of any prize, player hereby represents,
warrants and certifies all of the following:
1. Player fully understands, agrees to, becomes a party to and
shall abide by all rules, regulations. terms and conditions contained
herein and as such rules, regulations, terms and conditions may change
from time to time,
2. Player is over the age of legal majority, i.e. player is an
"adult" as that term is legally defined in player's jurisdiction
3. Player shall not allow any other person or third party
including, without limitation, any minor, to use or reuse players
account, access and/or use any materials or information from the
website, accept any prize, or participate in any games.
4. Player has the full, complete and unrestricted legal right to
participate in the game and players participation in the game is not
prohibited in the players jurisdiction.
5. Player does not find the game or the website to be offensive,
objectionable, unfair, nor indecent.
6. Player understands that the game is for entertainment value
only. Player understands and acknowledges that no purchase is necessary
or required to play the game. If a player wishes to play without
betting money, he/she may do so, on the free site only
7. Player shall hold the company, its employees, officers,
director, licensees, distributors, wholesalers, affiliates,
subsidiaries, advertising, promotion or other agencies, media partners,
agents and retailers harmless and shall indemnify the same form any and
all cost, expenses, liabilities and damages whatsoever that may arise
as a result of the players:
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(i) entry, use, or reuse of the website
(ii) use of any materials at the website
(iii) entry, use or reuse of the casino server
(iv) participation in the Same, or
(v) the acceptance of any prize
8. Player understands that the terms Internet casino are the
trademarks, service marks, and trade names of the companies and player
obtains no fights to such terms, nor any other terms, graphics, text,
concepts or methodologies, using the website and the material contained
therein.
9. Players interest in the game and the website is personal, and
not professional. Players entering the casino is solely for the players
own personal entertainment and any other entrance, access, use or reuse
of the casino or the website is strictly prohibited.
10. Player shall periodically review at a rate not less than one
monthly these terms and conditions of the Internet casino posted tit
the website.
11. Players shall not participate in the games, open, use or reuse
an account, enter the website, or the casino, nor accept any prize if
player does not fully understand, agree to, become a party to, and
shall abide by, without exception, all rules, regulations, terms and
conditions contained herein and as such rules, regulations, terms and
conditions may change from time to time.
SCHEDULE "C"
Description of Casino Casino Software
Casino Casino is a JAVA based Internet casino software package
that allows customers to set up .and operate an Internet based casino
site subject to proper licensing, hardware and bandwidth to be supplied
by the customer. Casino Casino offers the following games: Blackjack,
Caribbean Poker, Slots (4 different types), Roulette, Craps, and Video
Poker (4 different types). Casino Casino was designed to operate over
the Internet with no requirement for downloading of any software in
advance. This is made possible by using the JAVA development platform,
which will operate on any personal computer that is connected to the
Internet. The Casino Casino software consists of three main daemons or
servers, namely Games, Commerce and Bank. Further descriptions of each
are contained herein. All three daemons are thread based, any now
requests start a new thread, Once the service is finished the thread is
terminated. Since the lifetime of the thread is minimal the overhead of
a large number of players is minimal. The JAVA code compiled is most
compatible with IE4.O's jre (JAVA Run time Environment) native to each
browser,
1. The gaming engine is responsible for running the random number
generator (RGN) used in all the games. The advantage of this central
engine is that as new games are developed they can be plugged into this
central engine, with out the need for a complete rewrite. The number
generator is based on the "lagged Fibonacci method". The initial seed
is also randomly generated using .standard Java calls to obtain a
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number between 0 and 2^32 (~4 billion). This action occurs on the
server side to which the player has no access. If a player disconnects
during a game, i.e.: blackjack, then the player is awarded a loss.
2. The database engine keeps track of all the players and gaming
transactions and adheres to the RDBMS & object orientated computing
environment. All transactions are tracked by administrative software
that is based on Microsoft SQL. Player information is available to the
casino operator, online using a loaded java applet, that operates in
the Microsoft Internet Browser. Operators can generate certain reports
on the status of players, actual bank transactions with flags and the
status of the games, Ile operator is provided access to this database
by entering a username and password to ensure security. Multiple on-
line reports can be generated simultaneously because each query will
launch a new Internet window. Operators can be on-line and monitor any
or all players in real time by refreshing their view windows as often
as required and some of the reports that are required to be monitored
continuously are set to auto-refresh every one minute.
Operators can also add or remove players fro, the site, issue
credits or debits and check the overall performance of all the games
and players per game by date or historically.
3. The commerce engine is responsible for interfacing to the
credit card processor. The player must fill out an on-line application
provided by the Casino Casino software package that includes all
relevant address and contact information. The player is instructed to
select a password. After the form is completed the player is issued a
username by the Commerce software which forwards the details to the
auto-email engine which sends out a "welcome to casino!" e-mail I
message with username and password. The player logs in through the
browser using the username and password. The player is now presented
with the option to register a credit card from which funds will be
debited to play the casino games. The credit card number and expiry
date as well as the customer information are stored together on the
Commerce server in a SQL database format. The player then can deposit
funds into his/her account to use at any or all of the games offered by
the Casino Casino software. At this point the software will forward the
customer information and the credit card information to an online
credit card processing facility (for example Secure Xxxx.xxx) This
third party is responsible for validating the credit card and customer
information through a "scrubbing' process. If the customer is in good
standing a message will be sent back to the Commerce server and the
customer will be notified that the funds are available and can begin
gaming immediately. If the customer does not pass the credit test he is
notified that the transaction has failed and he is unable to proceed.
We require the client to ship the server to our office and we can
perform the initial set up. Once the server is returned and is on-line
our technical staff need to have continuous access through PC Anywhere
to remotely log onto the server to perform any maintenance, repairs or
upgrades as determined necessary. Adequate bandwidth or connection
speed is required for proper operation and maintenance of the Casino
Casino Software,
The operating parameters for each Same are as follows:
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Blackjack: There are 8 decks in the dealing shoe, The shoe is
reshuffled approximately 3/4 of the way through
but not always at the same place. The RNG will
generate the shuffle location as the deck
approaches the 3/4 xxxx. Also if the player leaves
the game and re-enters a re-shuffle will occur.
This adheres to standard Us Vegas rules including,
double down on any hand, split any same cards,
double down on splits and insurance, There is no
surrender,
Carribean Poker: This is a single deck shoe and is reshuffled after
every hand. Ile games uses the standard Las Vegas
rules for payout.
Slots: The payout of the slots is governed by the number
of graphic icons on the wheels and the use of the
RNG. There are three wheels and the RNG is used to
stop each of the wheels at different locations,
Adjustment of the odds is hardcoded.
Video Poker: Video poker is a single deck deal and is
reshuffled after every play. The games use the
standard Las Vegas rules for payout, as posted on
each of the machines. Players may throw away the
whole hand if they wish.
Roulette: The roulette uses the RNG for each wheel spin. As
long as the player stays on the game the game will
list, on the left side of the display window, a
history of the numbers that have been generated by
the game. The list is 15 numbers long. The 16'
number will be displayed at the top of the list
and the ? number will be dropped from the list.
The minimum bet is 5 dollars and the max bet is
100 dollars.
Crops: The RNG is used for each roll of the dice. The
payout is set as per the rules of Craps, Las
Vegas.
It should be noted that a great deal of work and expertise was
utilized to create the graphics on the games, The graphics must took
full and rich and yet be optimized in size to allow quick loading in
the Java runtime environment, If an operator is interested in changing
the look of any of the games, such as card backs on blackjack, faces on
the slot machines, table top graphics, etc., or if the operator
requires customization of the administration back end, reports or
commerce engine, Chartwell is willing to discuss this matter and
negotiate a fair and reasonable fee structure, to facilitate such
changes. Chartwell can only assume responsibility for the software
elements that we provide, as outlined in this document. Any adjustments
to the home page, graphics, etc, are the responsibility of the casino
operator and Chartwell is willing to perform them for a fair and
reasonable fee.
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Chartwell's warranty shall only be applicable where the Licensee
has not altered the system on which the Licensee's casino is operating
(both hardware and software), from the configuration originally
installed by Chartwell. Any software installed by the casino operator
must be approved by Chartwell.
