INTERNET POKER ROOM, CASINO & SPORTSBOOK SOFTWARE LICENSING AGREEMENT
This Internet Poker Room, Casino and Sportsbook Software Licensing Agreement
("Agreement") is entered into as of January 12, 2006 by and between
Arc 2 Entertainment Ltd., a British Virgin Islands Corporation, (the
"Licensor"), and Golden Spirit Gaming Ltd., a Delaware, USA Corporation, d/b/a
Golden Spirit Poker (the "Licensee").
AGREEMENT
In consideration of the foregoing and following terms, covenants, promises,
premises and conditions, and for other good and valuable consideration, the
sufficiency, adequacy and receipt of which are hereby acknowledged, the parties
hereby agree as follows:
1. License. Licensor hereby provides Licensee a License for the use of
Licensor's Internet Poker Room, Casino and Sportsbook software system. Licensee
will access the system through its designated Gateway Web site. Licensee shall
make all reasonable efforts to market this Gateway Web site for the purposes of
acquiring player/customers for Licensee. The domain of the Licensee's Gateway
Web sites will be ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
2. Definitions.
For the purposes of this Agreement, the following terms shall have the following
meanings:
a. Licensee Web Site "Licensee Web Site" shall mean the Internet Poker
Room, Casino and Sportsbook Web site to which Licensee's Gateway Web site will
point and shall include the Internet Poker Room, Internet casino games, and a
Sportsbook system as chosen by Licensor. Features of the Internet Poker Room,
the Internet Casino Games and Sportsbook System are listed on the last page in
this agreement under the title "Game Features".
b. Net Rake. "Net Rake" shall mean, for any given calendar month, Gross
Poker Rake (actual rake) minus any fees associated with the Licensee's
membership in the community multi-player poker network.
c. Net Gaming Hold. "Net Gaming Hold" shall mean, for any given calendar
month, the Gross Wager amounts lost by Licensee's Customers minus Gross Wager
Amounts won by Licensee's Customers in the Licensee's Internet Casino and
Sportsbook.
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d. Hardware. "Hardware" shall mean all the necessary computers, routers,
cabling, monitors, hard drives, back-up systems, and other equipment, as
determined by Licensor in its absolute discretion, that may be required in order
to properly store, distribute and run the Internet Poker, Internet Casino Game
and Sportsbook System.
e. Customer Information. "Customer Information" shall mean all data
collected and stored on Licensee's Customers, including, without limitation,
name, address, phone and fax numbers, email address, amounts wagered and
frequency of wagering. Customer Information, customer database, statistical
information and URL of Licensee shall be considered as a proprietary ownership
and right of Licensee, and owner thereof, and Licensor shall not disclose or
otherwise use, distribute or reveal the Licensee Customer Information, database
and/or statistical information without prior written consent of Licensee.
f. Confidential Information. "Confidential Information" shall mean
material in the possession of Licensor or its agents or designees which is not
generally available to or used by others or the utility or value of which is not
generally known or recognized as a standard practice, whether or not the
underlying details are in the public domain.
g. Customers. "Customers" shall mean any visitor that enters the Internet
Poker Room, Internet Casino or Sportsbook System via Licensee's Gateway Web site
and conducts any financial transactions within the Licensee's system.
h. Bandwidth. The amount of data that can be handled by a data
communication link.
3. Indemnification.
a. Limitation of Liability. Except as otherwise provided herein, Licensee
acknowledges and agrees that neither Licensor nor its agents, nor any of their
respective members, shareholders, directors, officers, employees, or
representatives (collectively the "Licensor Parties") will be liable to the
Licensee or any of the Licensee's Customers for any special, indirect,
consequential, punitive or exemplary damages, or damages for lost profits or
savings, in connection with this Agreement, its performance or breach. If,
despite the foregoing limitations, any of the Licensor Parties should become
liable to Licensee or any other person (a "Claimant"), the maximum aggregate
liability of the Licensor Parties shall be limited to the lesser of the actual
amount of loss or damage suffered by Claimant or the sum of Licensee's fees
payable by the Licensee to Licensor within the six months prior to the loss.
b. Activities of Licensee. Licensee shall indemnify, defend and hold
harmless, Licensor and its agents and all Licensor Parties (the "Indemnified
Parties") from and against all damages, losses, costs and expenses (including
actual legal fees and costs), fines and liabilities incurred by or awarded
against any of the Indemnified Parties in connection with Licensee's activities
under this Agreement, including, without limitation, claims brought by a person
using or relying on any advice given or publication produced and distributed by
Licensee.
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c. Activities of Licensor. Licensor shall indemnify, defend and hold
harmless, Licensee and its agents and all Licensee Parties (the "Indemnified
Parties II") from and against all damages, losses, costs and expenses (including
actual legal fees and costs), fines and liabilities incurred by or awarded
against any of the Indemnified Parties II in connection with Licensor's
activities under this Agreement, including, without limitation, claims brought
by a person using or relying on any advice given or publication produced and
distributed by Licensor.
4. Disruptions.
a. Temporary Disruptions. Licensee acknowledges that from time to time, as
an act of God, the services provided under this Agreement may be temporarily
disrupted. Licensee acknowledges and agrees that neither the Licensor nor any
Licensor Parties will be liable to Licensee or any of Licensee's Customers for
any special, indirect, consequential, punitive or exemplary damages, or damages
for loss of profits or savings, in connection with these temporary disruptions.
b. Government Issues. Licensor and Licensee shall not be held liable to
the other for any damages of any kind, which result from government legislation
or policy.
5. Conditions of License.
a. Ownership of Software. All rights, title and interest in and to the
Internet Poker Room, Internet Casino and Sportsbook software and any copies
thereof and all documentation, code and logic, which describes and/or composes
such software remains the sole and exclusive property of Licensor and/or its
agents, pursuant to the terms of Licensor's agreements with its agents, if any.
b. Force Majeur. Except as otherwise specifically provided herein,
Licensor and its agents shall not be responsible for failure of performance of
this Agreement due to causes beyond their control, including, without
limitation, work stoppages, fires, civil unrest, riots, rebellions, acts of God
and similar occurrences.
c. Internet Poker Room Format. The Internet Poker Room format shall remain
standard as determined in Licensor's sole discretion.
d. Poker Room Branding. Poker room will be branded with Golden Spirit when
Licensor reaches 300 current players
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e. Internet Casino and Sportsbook Format. The Internet Casino and
Sportsbook format shall remain standard as determined in Licensor, or its
agent's, sole discretion
f. Casino Branding. Casino will be branded with Golden Spirit
g. Sportsbook. No Sportsbook required. However, we reserve the right to
have the sportsbook added on later
h. Non-Exclusive Agreement. Licensee acknowledges that this is a non-
exclusive agreement and that Licensor will sell Internet Casino Web sites to as
many other parties as are willing to enter into a licensing agreement with
Licensor.
6. Term and Termination.
a. Term. This Agreement shall commence and be deemed effective on the date
when fully executed (the "Effective Date"). This Agreement shall remain in
effect for a period of three years (the "Term") and shall be automatically
renewed indefinitely for additional two-year terms unless the Licensee or
Licensor gives written notice of termination of this Agreement to the non-
terminating party at least 30 days prior to the end of any then current term.
b. Failure to Pay Fees. Licensor may terminate this Agreement at any time
upon 10 days written notice if Licensee is more than 30 days in arrears in
paying any monthly fees due and owing to Licensor after written demand for same.
Licensee shall be allowed to cure the breach during the notice period, thus pre-
empting Licensor's ability to terminate the Agreement in accordance with this
section.
c. Bankruptcy. Either party may terminate this Agreement at any time upon
10 days written notice if the other party is subject to a petition in bankruptcy
or ceases carrying on business for any reason for a period of 180 days.
d. Termination for Breach. Licensor and Licensee may terminate this
Agreement at any time upon 10 days notice if the other is materially in breach
of this Agreement for a period of more than 30 days. The breaching party shall
be allowed to cure the breach during the notice period, thus pre-empting the
non-breaching party's ability to terminate the Agreement in accordance with this
section.
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7. Remuneration.
a. One-Time Software License Fee. Licensee shall pay Licensor a one time,
non-refundable software license fee equal to the amount specified on Exhibit A
hereto as the "Initial Fee" in consideration of Licensor's consent to enter into
this Agreement.
b. Internet Poker Monthly Fee. Licensee shall pay to Licensor a monthly
fee based on a percentage of Licensee's Net Rake, and this fee shall be paid in
accordance with Exhibit B of this Agreement. This monthly royalty fee shall
commence on the first full day of Licensee's Gateway Web site operation whereby
Customers may enter the Internet Poker Room.
c. Internet Poker Net Rake Distribution. Net Rake for GoldenSpirit Poker
rooms start at 70/30
d. Internet Casino and Sportsbook Monthly Fee. Licensee shall pay to
Licensor a monthly fee based on a percentage of Licensee's Net Gaming Hold and
this fee shall be paid in accordance with Exhibit B of this Agreement. This
monthly royalty fee shall commence on the first full day of Licensee's Gateway
Web site operation whereby Customers may enter the Internet Casino and
Sportsbook.
e. Internet Casino and Sportsbook Net Gaming Hold. Net Gaming Hold for
Casino starts at 75/25
f. Hosting & Player Service Fees. Licensee shall pay to Licensor or its
designee a monthly hosting and Player Service Fee pursuant to Exhibit C. Said
fee will include all charges for hosting services for Licensee's website and
player support services for Licensees customers including but not limited to all
player support functions.
g. Monthly Settlement. At the end of each month Licensor will supply a
financial report detailing all transactions within Licensee's Internet Poker
Room, Casino and Sportsbook within the previous calendar month. Also included
in this report will be a calculation of Net Rake and Net Gaming Hold earned and
due to Licensee. Within 30 days of said calculation Licensor will pay to
Licensee the Net Rake and Net Gaming Hold earned during said period less
applicable royalty fees, service fees, promotions (sign up bonuses, player
comps, incentives, prizes and Cash-based promotions once released to player
accounts) and third-party financial processing fees or charges. Should for any
reason the account become negative, Licensee shall pay Licensor all fees due
within 30 days of said calculation. Net Rake and Net Gaming Hold shall be
deemed earned by Licensee when collected by Licensor.
h. Payment for Marketing and Management. The Licensor shall retain the
100,000,000 restricted shares of its common stock issued in July 2005 under a
separate Agreement, and will be non-refundable to the Licensee and its
affiliates.
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8. Confidentiality. Licensee shall not disclose the Confidential
Information of Licensor to any third party without the prior written consent of
Licensor, nor shall Licensee disclose the terms or contents of this Agreement to
any third party who is not bound to maintain the confidentiality between the
parties. Licensor shall not disclose the Confidential Information of Licensee to
any third party without the prior written consent of Licensee, nor shall
Licensor disclose the terms or contents of this Agreement to any third party who
is not bound to maintain the confidentiality between the parties.
9. Obligations of Licensor.
a. Client/Server Software. Licensor shall provide to Licensee the latest
version available of the Internet Poker Room software, the Internet Casino
software and the Internet Sportsbook software.
b. Languages. The Internet Poker Room will be developed and delivered in
English. The main language of the Internet Poker Room is English. The Internet
Casino software is available in several different languages; English, French,
Italian, Japanese, Korean, German, Chinese, Turkish and Spanish. The Licensee
may localize the Internet Casino software at the Licensee's additional expense.
c. Gateway Web site Design and Development. Licensor shall provide
Licensee with a standard gateway website. The standard gateway website will
include 80 man-hours of custom design and development time. The Licensor will
optimize the website for Internet Explorer 5.0 and above.
d. Gateway Web site Hosting. Gateway Web site hosting is the
responsibility of the Licensee. Licensor will facilitate this hosting on the
Licensees behalf pursuant with Exhibit C of this Agreement.
e. Hardware. Licensor shall supply and maintain the hardware for operation
of the Internet Poker Room, Internet Casino and Internet Sportsbook system at
the Licensor's expense. Hardware shall not become the property of Licensee.
f. Office Space. Licensor shall supply the office space required to house
the hardware at the Licensor's expense.
g. Internet Connection. Licensor shall supply an appropriate connection to
the Internet with sufficient bandwidth to properly operate the Internet Poker
Room.
h. Repairs. Licensor shall make all reasonable efforts to repair and
correct any problems arising under Licensor's areas of responsibility that may
arise from time to time, which would cause Licensor to be unable to perform its
obligations under this Agreement.
i. Upgrades. Software upgrades and new game releases will be available to
Licensee under this Agreement.
j. Error Correction. All error corrections and enhancements to the
Software by Licensor and/or its agents shall be offered on a non-exclusive and
non-transferable basis to Licensee at no cost for the period of the Agreement.
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k. Collusion protection / processing fraud. Licensor and Licensee will
work together and share information on players' collusion and preventing fraud
related to processing solutions.
10. Operation of Software.
a. Warranty. Licensor warrants that the Random Number Generator used by
the Software for the purposes of choosing game outcomes and shuffling cards are
generated in an unbiased manner.
b. Graphics Changes. Notwithstanding anything to the contrary in this
section, any changes to the graphics of the software requested by the Licensee
after the first full day of operation shall be made only in the absolute
discretion of Licensor and charged to Licensee at the then prevailing market
rate.
c. Overall Graphics. Graphics for the Licensee's Gateway Web site shall be
determined in cooperation with Licensee and Licensor.
11. Financial Transactions.
a. Transaction Processing System. Licensor shall facilitate the
integration of a processing system that will allow Licensee's Customers to
deposit and withdraw funds. Notwithstanding, Licensor shall not be deemed
responsible for any actions of third-party financial processors working on
behalf of Licensee.
b. Funds Escrow. Licensee shall maintain a funds escrow account, pursuant
to Exhibit D and Exhibit E, to be held by Licensor for the express purposes of
maintaining sufficient liquidity to fund player accounts. Licensee further
grants Licensor the right to distribute said funds to Licensee's customers
should Licensee fail to make appropriate payments to Licensor which are due to
Licensee's customers.
c. Termination Clause. Upon termination of this Agreement, Licensor shall
provide Licensee with a final Financial Activity Statement from all relevant
accounts including but not limited to depository accounts, escrow accounts and
player accounts. Within 60 days of said termination Licensee and Licensor shall
make all financial settlements with one another. Licensee's excess customer
deposits on hand shall remain the property of Licensor to distribute as refunds
to Licensee's customers. If applicable, Licensee hereby grants Licensor the
right to distribute any payments due Licensor to Licensor from Licensee's escrow
account.
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12. Technical Support. Licensor shall supply technical support for
Licensee's Customers pursuant to the terms of Exhibit C. Technical support shall
be in the English language only.
In consideration of the Licensee's payment of the Hosting & Servicing Fees,
Licensor agrees to provide the maintenance and support services ("Support
Services") applicable to the Licensed Programs as follows:
a. Licensor shall use reasonable efforts to correct any failure of the
Licensed Programs to operate in substantial conformity with its documentation as
soon as reasonably practicable; and
b. Licensor shall provide Licensee with such corrections, updates,
improvements, enhancements, and new releases to the Licensed Programs which are
generally made available to all Licensees from time to time; and
c. Licensor shall provide Licensee with telephone and email-based technical
support during Licensor's regular maintenance support hours regarding the
operation and use of the Licensed Programs; and
d. Licensor shall provide Licensee with emergency telephone-based technical
support.
13. Accounting.
a. Records. Licensor shall maintain records of all transactions and ▇▇▇▇▇▇
placed in the Internet Poker Room, Internet Casino and Internet Sportsbook
System. Licensee will have access to the records pertaining to Licensee's
business.
b. Information Requests. No fees are payable for regular accounting
information provided to Licensee for the purpose of calculating Net Rake and Net
Gaming Hold.
c. Accounting Reports. Licensor shall provide Licensee with web-based
access to the back office administration pertaining to Licensee's business. Any
other accounting reports shall be delivered over the World Wide Web, facsimile
or e-mail.
d. Use of Accounting Information. Licensor and its agents shall have the
right to use the accounting information for statistical and reporting purposes
only provided that specific information about the Licensee is not disclosed.
14. Customer Data.
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a. Database. Licensor shall maintain a database containing the Customer
Information. Licensee shall have access to data pertaining to Licensee
Customers only.
b. Use of Customer Information. Licensor and its agents shall have the
right to utilize the Customer Information for statistical purposes only provided
that it does not conflict with Licensee's Gateway Web site marketing.
15. The Games. Licensor and/or its designee shall determine the odds and
betting limits for the Internet Poker Room, the Internet Casino and the Internet
Sportsbook. Further, Licensor shall determine the games and content available in
the Internet Poker Room, Internet Casino and Internet Sportsbook.
16. Gateway Web Site. Licensee shall maintain the entire Gateway Web site.
Licensee shall pay for the Uniform Resource Locators ("URLs") that are used by
Licensee to market the Gateway Web site and Internet Poker Room.
17. Regulatory Issues. Licensor shall be solely responsible for determining
the jurisdictions in which it chooses to accept and/or to receive ▇▇▇▇▇▇.
Licensee will not solicit ▇▇▇▇▇▇ from the citizens of any jurisdiction specified
by Licensor.
18. Notices: Unless otherwise provided in Agreement, any notice provided for
under this Agreement shall be in writing and shall be sufficiently given if
delivered by courier, if transmitted by facsimile with an original signed copy
delivered within twenty-four hours thereafter, or mailed by prepaid registered
post addressed to either party.
19. No Employment Contract. Except as specifically provided herein, nothing
contained in this Agreement shall be construed to constitute either party as a
partner, employee, or agent of the other, nor shall either party have any
authority to bind the other in any respect, it being intended that each shall
remain an independent contractor responsible for its own actions.
20. Representation of Understanding. All parties and signatories to this
Agreement acknowledge and agree that the terms of this Agreement are contractual
and not mere recital, and all parties and signatories represent and warrant that
they have carefully read this Agreement, have fully reviewed its provisions with
their attorneys, know and understand its contents and sign the same as their own
free acts and deeds. It is understand and agreed by all parties and signatories
to this Agreement that execution of this Agreement may affect rights and
liabilities of substantial extent and degree and with the full understanding of
that fact, they represent that the covenants provided for in this Agreement are
in their respective best interests.
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21. Construction. This Agreement was drafted jointly by the parties and
their attorneys, and its provisions shall not be construed against either party.
22. Entire Agreement. This Agreement constitutes the entire agreement
between the parties and signatories and all prior and contemporaneous
conversations, negotiations, possible and alleged agreements, and
representations, covenants, and warranties, express or implied, oral or written,
with respect to the subject matter hereof, are waived, merged herein and
superseded hereby. There are no other agreements, representations, covenants or
warranties not set forth herein. The terms of this Agreement may not be
contradicted by evidence of any prior or contemporaneous agreement. The parties
further intend and agree that this Agreement constitutes the complete and
exclusive statement of its terms and that no extrinsic evidence whatsoever may
be introduced in any judicial or arbitration proceeding, if any, involving this
Agreement. No part of this Agreement may be amended or modified in any way
unless such amendment or modification is expressed in writing signed by all
parties to this Agreement.
23. Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument. When all of the parties and signatories
have executed any copy hereof, such execution shall constitute the execution of
this Agreement, whereupon it shall be effective.
24. Governing Law. The parties and signatories to this Agreement agree that
all questions respecting the execution, construction, interpretation or
enforcement of this Agreement, or the rights, obligations and liabilities of the
parties and signatories hereto, shall be determined in accordance with the
applicable provisions of the laws of Nevis, West Indies.
25. Jurisdictional Consent. The parties hereto expressly and irrevocably
consent to the jurisdiction of the courts of Nevis, West Indies. Any actions
brought by or against either party in connection with the performance,
termination, or breach of this Agreement shall be brought before courts in
Nevis, West Indies, and the parties hereby agree that courts of Nevis, West
Indies shall be the exclusive forum for the hearing of any such action.
26. Non-waiver. The failure of any party to insist upon the prompt and
punctual performance of any term or condition in this Agreement, or the failure
of any party to exercise any right or remedy under the terms of this Agreement
on any on or more occasions shall not constitute a waiver of that or any other
term, condition, right or remedy on that or any subsequent occasion, unless
otherwise expressly provided for herein.
27. Headings. Headings in this Agreement are for convenience only and shall
not be used to interpret or construe its provisions.
28. Binding Effect. The provisions of this Agreement shall be binding upon
and inure to the benefit of each of the parties and their respective successors
and assigns. Nothing expressed or implied in this Agreement is intended, or
shall be construed, to confer upon or give any person, partnership, or
corporation, other than the parties, their successors and assigns, any benefits,
or rights under or by reason of this Agreement, except to the extent of any
contrary provision herein contained.
29. Authority. Licensor further warrants and represents that it is not in
violation of any other licensing agreements with any other person, party,
company or corporation by entering this Agreement with Licensee. The parties
hereto represent and warrant that they possess the full and complete authority
to covenant and agree as provided in this Agreement and, if applicable, to
release other parties and signatories as provided herein. If any party hereto is
a corporation, the signatory for any such corporation represents and warrants
that they possess the authority and have been authorized by the corporation to
enter into this Agreement.
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30. Attorneys Fees. Should it be necessary to institute any action to
enforce the terms of this Agreement, the parties hereby agree that the
prevailing party in any such actions shall be entitled to recover its reasonable
attorneys' fees, which shall include all costs of litigation, including, but not
limited to court costs, filing fees, and expert witness fees. Further, the
attorney fees and costs included the costs for such items for any appeals. This
paragraph shall remain separate from any judgment entered to enforce its terms
and shall entitle the prevailing party to attorneys fees and costs incurred in
connection with post judgment collection and enforcement efforts.
31. Severability. If any provisions of this Agreement is held by a court to
be enforceable or invalid for any reason, the remaining provisions of this
Agreement shall be unaffected by such holding. If the invalidation of any such
provision materially alters this Agreement the parties shall immediately adopt
new provisions to replace those, which were declared invalid.
32. Time of Essence. Time is of the essence under this Agreement.
33. Exhibits Incorporated by Reference. All exhibits referred to herein are
incorporated by reference and are so incorporated for all purposes.
34. Assignment of this Agreement. Licensee's and Licensor's respective
interests in this Agreement shall not be sold, assigned, pledged, encumbered, or
transferred by either party without the written consent of the other party.
IN WITNESS WHEREOF, the parties and signatories execute this Agreement on the
dates indicated.
LICENSOR
Arc 2 Entertainment Ltd.
Date: January 12, 2006 By: /s/: ▇▇▇▇ ▇▇▇
---------------
Print Name: ▇▇▇▇ ▇▇▇
LICENSEE
Golden Spirit Gaming Ltd.
Date: January 12, 2006 By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
-----------------
Print Name: ▇▇▇▇▇▇ ▇▇▇▇▇
EXHIBIT A
The Licensee shall pay Licensor a one-time, non-refundable License Fee equal to
the amount of $ 100,000 USD in consideration of Licensor's consent to enter into
this Agreement.
1. $50,000 deposit due upon execution of the Agreement
2. $50,000 balance due upon launch of website
In the event the Licensor cannot fulfill the development within a reasonable
period of time ( 3-4 ) weeks, then the Licensee has the rights to cancel the
agreement. If the Licensee makes any changes or has not provided the proper
development files to the Licensor, then the Licensee has to honor the agreement
and cannot terminate the contract.
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EXHIBIT B
Net Rake for the Multi-Player Poker Room shall be distributed as follows:
For monthly Contributed Net Rake up to $1 million US dollars:
The Licensee 70 percent
The Licensor 30 percent
For monthly Contributed Net Rake between $1 million to $3 Million US dollars:
The Licensee 70 percent
The Licensor 30 percent
For monthly Contributed Net Rake between $3 million to $5 Million US dollars:
The Licensee 75 percent
The Licensor 25 percent
For monthly Contributed Net Rake of $5 Million or greater US dollars:
The Licensee 80 percent
The Licensor 20 percent
Net Gaming Hold for the Internet Casino and Internet Sportsbook shall be
distributed as follows:
For Monthly Contributed Net Gaming Hold up to $500,000.00 US dollars:
The Licensee 75 percent
The Licensor 25 percent
For monthly Contributed Net Gaming Hold of $500,000 or greater US dollars:
The Licensee 80 percent
The Licensor 20 percent
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ADDITIONAL EXHIBITS
EXHIBIT C
Licensee shall pay a monthly support fee to Licensee or its designee in the
amount of $1,000.00 USD. Said fees shall commence upon the launch of Licensee's
site. This fee may be reasonably adjusted on a semi-annual basis to reflect the
growth of Licensee's web site traffic and customer service requirements. This
fee will be waived for the first 3 months after launch.
This fee covers the following services provided to the Licensee:
- Development of new software
- Management of financial processing
- Management of Player Withdrawals
- Customer Service Support
- Sports Content Management
- Hosting and collocation of web servers
- Hosting and collocation of gaming and transaction servers
EXHIBIT D
Licensee shall maintain a player reserve account to be held by Licensor in the
amount of $__10,000.00 USD Said account shall only be used pursuant to the terms
of this Agreement. This amount may be reasonably adjusted on an ongoing basis
to reflect the growth of Licensee's customer transactions.
EXHIBIT E
Licensee shall maintain a poker network reserve account to be held by Licensor
or its Poker Network designee in the amount of $__10,000.00 USD or 80% of on-
hand poker balances, whichever is greater. Said account shall only be used
pursuant to the terms of this Agreement.
EXHIBIT F Licensee shall pay a one-time fee of $500.00 USD for licensing in the
jurisdiction of Curacao. This payment is required if the Licensee does have an
existing license in another jurisdiction.
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EXHIBIT G
Processing
A.Licensor will provide payment processing for Licensee. Processing fee is set
on 4.5% from total deposits.
Deposit Fees
Transaction Type Approved Rate Approved Fee Declined Fee Chargeback Fee Rolling Reserve
Percentage
Nexum 7.5% $3.00 $1.00 $35.00 10.0%
Credit Card 6.95% $0.50 $0.50 $50.00 10.0%
WesternUnion 1.95% $0.00 $0.00 $ 0.00 0.0%
InstaCash-NETeller 9.0% $0.00 $0.00 $ 0.00 0.0%
NETeller 4.5% $0.00 $0.00 $ 0.00 0.0%
ACH 3.95% $1.00 $1.00 $20.00 5.0%
EWalletExpress 8.9% $1.00 $0.00 $ 0.00 5.0%
900Pay 12.0% $1.00 $0.00 $25.00 15.0%
Risk Management Fees
--------------------
Transaction Type Approved Fee Declined Fee
CreditCard-RiskManagement $0.15 $0.15
ACHBasic-RiskManagement $0.15 $0.15
Withdrawal Fees
Transaction Type Approved Rate Approved Fee
Cheque-Internal 0.0% $5.00
ChequeFedEx-Internal 0.0% $20.00
WireTransfer-Internal 0.0% $40.00
NETeller-NETeller 0.0% $ 0.00
Nexum 0.0% $ 0.00
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CURRENT PRODUCT OFFERING
1) Multi-player Poker Software
Game Offering
Texas Holdem
Omaha
7 Card Stud
Omaha Hi/Lo
7 Card Stud Hi/Lo
Game Structures
Fixed Limit
No Limit
Pot Limit
Game Limits
$0.25 -$0.5
$0.5-$1
$1 - $2
$2 - $4
$3 - $6
$5 - $10
$10 - $20
$25 - $50
$50 - $100
Raise/Fold, private tables and a variety of fixed limits are available too.
2) Internet Casino Software (current games available)
Table Games
- Blackjack
- American Roulette
- European Roulette
- Pai Gow Poker
- Mini-Baccarat
- Ride On Poker
- Caribbean Poker
- Craps
- Casino War
- Red Dog
- Three Card Poker
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Slot Machines
- Classic Slots
- Cover Up Bonus Slots
- Cash Bash Progressive Slots
- Haunted Slots
- Drive In Slots
- Jackpot Jungle Slots
- Coco Slots
- Cherry Bomb Slots
- Big Heist Slots
- Kings Court Slots
- Alien Invasion Slots
- Diamond Mine Slots
- High Noon Slots
- Lucky Break Slots (Multi-line 9 lines)
- Texas Tea Slots (Multi-line 9 lines
- Fire Gods Slots (Multi-line 9 lines)
- Road Trip Slots (Multi-line 9 lines)
Video Poker
- Western Jacks or Better Video Poker
- Western Jokers Wild Video Poker
- Western Deuces Wild Video Poker
- Magic Jacks or Better Video Poker
- Magic Jokers Wild Video Poker
- Magic Deuces Wild Video Poker
- Space Jacks or Better Video Poker
- Space Jokers Wild Video Poker
- Space Deuces Wild Video Poker
- Jacks or Better Video Poker
- Jokers Wild Video Poker
- Deuces Wild Video Poker
3) Internet Sports Wagering Software
Covering North American sports and International sports and events as provided
with Licensor's odds feed (or by Licensee, if handling their own line
management/provision).
4) General Software Features
The Licensee "Tool Box"shall include, at minimum, the following:
- adding/editing associates
- player account variables
- casino game variables
- player bonus variables
- sports betting variables
- post office - custom email creation
- message center
- software welcome, exit and ticker message
- help file maintenance
5) General Reporting Functions
Reporting functions shall include, at minimum:
- overall profit report
- casino reports
- sports betting reports
-player reports
- affiliate reports
- reconciliation report
- bonus report
Licensee's designated URL: ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
Licensee's Initials:
15