Master Software Sub License Agreement - TransNet International SA and Casino Marketing SA
MASTER SOFTWARE SUB LICENSE AGREEMENT
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This Agreement made this 15/th/ day of February, 2000.
By and Between
TransNet International S.A. ("TransNet") a body corporate with offices in Costa
Rica
And
Casino Marketing SA ("Master Licensee") a body corporate with offices San
Jose, Costa Rica
WHEREAS
. TransNet has purchased the world wide licensing rights to a Poker software
program ("Software") from RiverStyx for playing Texas Hold-em Poker and
other Poker Games in development stage ("client games")
. Master Licensee is in the business of selling gaming software licenses to
3/rd/ party operators and wishes to acquire a Master Sub-License from
TransNet.
. TransNet is willing to grant the Master Licensee a non-exclusive world wide
license to use and/or to grant sub-licenses and the right to use the
software in object code, only while connected to a server on which the
server component of the Software is installed.
NOW THEREFORE, in consideration of the mutual covenants and promises set forth
herein the parties hereto agree as follows;
Interpretation
Dollar or $ Shall mean United States Dollars
Gross Revenue Shall mean the 'rake' earned by the sub-licensees before any
expenses
Master License Shall mean the right to sub-license the software provided to
the Master Sub-Licensee By TransNet
Software
Program Shall mean the gaming software program developed by
RiverStyx and licensed to TransNet under a Master Sub-
License Agreement
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1 Grant of Master License
TransNet hereby grants to the Master Licensee the unlimited right to use
and/or sub-license the client games on terms and conditions as set out
herein
a) For these rights Master Licensee shall pay to TransNet
i) $20,000 upon signing hereof
ii) $10,000 upon receipt of the software in working form
iii) 80,000 shares of Poker.com Inc
b) Master Licensee shall pay to TransNet the sum of $50,000 for each sub-
license that Master Licensee sells excluding the sale of the first
sub-license to Antico Holdings SA. which shall be the sum of $1.00
based on the fact that Antico will transfer all their past present and
future players to the new software, and excluding the second license
which shall be $35,000.
c) Master Licensee shall pay to TransNet continuing licensing fees of 20%
of sub-licensees monthly rate from the tables.
d) Royalty fees shall be made to TransNet for each payment period at such
time as the sub-licensee receives winnings from their Credit Card
processor.
e) The Master Licensee with enter into sub-licensing agreements
incorporating similar terms and conditions as set out herein
2 Term
The term of this agreement shall begin on signing hereof and shall remain
in full force and effect until June, 30/th/ 2050 unless terminated for just
cause or if one party has defaulted under its obligations as provided for
herein and such default has not been cured as provided for herein
3 Entire Agreement
This Agreement, including all appendixes and reference attachments,
constitutes the entire agreement between Master Licensee and TransNet and
supersedes all proposals, agreements, oral and written, between the parties
on the subject matter.
4 Software License and Other Services
TransNet herewith agrees to provide the following services (including the
software licenses as set forth below, the "Service") on a non-exclusive
basis and subject to these terms and conditions.
a. License
On each occasion that the Master Licensee sells a sub-license, TransNet
shall provide the Master Licensee with a copy of the software program,
subject to the provisions of sub paragraph 2(c). below, (hereinafter
referred to as the "License") for use of TransNet's current version of its
Back End Management System which includes a Communications Server Program,
a Player Database System using MS SQL and the capability to interface the
Player Database System to MPACT, Master merchant Credit Card processing
system or other Credit Card Processors, hereinafter
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referred to as the ("Software"). Furthermore TransNet shall provide from
time to time as TransNet deems necessary, updates or enhancements to the
current features provided in the Software at cost..
b. Hardware Compatibility
TransNet agrees the Software as delivered shall load and operate on a
minimum computer equipment configuration as listed herein below:
The Master Licensee shall provide its own hardware meeting or exceeding the
following requirements:
1 x Linux Server
Raid Box
Tape Backup
1 x Standby Linux Server
Network and Database:
c. Usage and Distribution
TransNet shall grant usage to the Master Licensee on a non-exclusive basis
as follows:
1) The rights to use a copy of the Software utilizing a URL in
a legal jurisdiction for the Master Licensee.
2) The unlimited right to use, distribute, or sub-license the
Client Games.
Except as specifically set forth above, the Master Licensee shall not copy
or distribute or cause to be copied or distributed the Software for any
other purpose except as provided herein without the written consent of the
TransNet.
5 Performance of Services
The Services provided herein and the manner in which the Services are to be
performed and the specific hours to be worked by TransNet shall be
determined by the TransNet. The Sub-Licensee shall rely on TransNet to work
as many hours as may be reasonably necessary to fulfill the scheduling
obligations under this Agreement.
6 Delivery and Installation
Both parties understand time is of the essence and shall make their best
efforts to expedite the delivery of the Software as follows:
a. Delivery Schedule
TransNet shall deliver or cause to be delivered the working
version of TransNet's current software program of or before April
15/th/, 2000
b. Master Licensee Preparation and Installation
TransNet shall load and certify the installation of the Software
on hardware provided by the Sub-licensee. The Master Licensee
shall reimburse TransNet for any out-of-pocket expenses
associated with travel and subsistence for this effort.
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7 Acceptance
Acceptance of the Software shall occur upon delivery of the Software as set
forth in paragraph 4(a).
8 Limited Warranty and Legality
Upon delivery, the TransNet acknowledges to the best of its ability that
the Software is free of defects or imperfection for a period of ninety days
from delivery. Any errors that create on screen error messages and which
can be reproduce by the Master Licensee on the TransNet's or mutually
agreeable test computer system that are found in the delivered Software
during the warranty period hall be corrected in a reasonable time frame, as
determined by industry standards, at the TransNet's expense. Furthermore,
the TransNet warrants and represents that the games are based on standard
random number generation and that ht software has not been modified to the
favor of nay specific player or the Master Licensee. At the Master
Licensee's option and sole expense the Master Licensee may select an
Internationally recognized Accounting and Consulting firm to view the
Software Source Code and Verify the randomness of random number generators
at the offices of the TransNet.
The TransNet shall only be responsible for errors that are reproducible in
the Software as delivered by the TransNet, and not for any errors created
because of other programs, hardware, or changes not made by the TransNet.
TransNet hereby disclaims all other warranties of any kind as to the
Software whether stated or implied, including any warranty of
merchantability or fitness for a particular purpose, even if the TransNet
has been advised of the purpose
The Master Licensee has conducted an independent investigation into
legality of the intended used of the Software and hereby releases TransNet
from any responsibility with respect to any present or intervening
illegality of such use.
The Master Licensee shall indemnify and hold TransNet harmless from any
and all claims, liability or damage arising from or related to any alleged
or actual illegal use of the Software. In the event of any such illegality,
Master Licensee shall not be excused from its obligations to the TransNet
hereunder.
9 Payments After Termination
Upon termination of this Agreement for any reason other than the default of
the TransNet, the TransNet shall be entitle to payments and partial
payments that occurred prior to the date of termination and for which the
TransNet has not yet been paid.
Furthermore, all Services and Schedules provided herein by the TransNet
shall be suspended if any payments, fees or invoices are in arrears and
shall remain suspended until such time the arrears have been paid or until
the TransNet elects to continue working with the Master Licensee.
10 Expenses of TransNet
TransNet shall be entitled to reimbursement from the Master Licensee for
reasonable and mutually agreeable travel expenses, if any, that relate to
this Agreement.
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11 Termination
a. Default
Either party has the right to terminate this Agreement if the other party
breaches or is in default of its obligations hereunder and such default is
incapable of cure or which, being capable of cure, has not been cured
within the time provided for herein.
b. Acts of Insolvency
TransNet may terminate this Agreement by written notice to the Master
Licensee if the Master Licensee becomes insolvent, suffers or permits the
appointment of a receiver for its business or assets, becomes subject to
any proceeding under any bankruptcy or insolvency law whether domestic or
foreign, or has wound up or liquidated, voluntarily or otherwise. If
TransNet becomes insolvent, is placed in receivership, or in Bankruptcy,
this Agreement will terminate.
c. Force Majeure Event
In the event that either party is unable to perform any of its obligations
under this Agreement, or to enjoy any of its benefits because of natural
disasters, or communications line failure not the fault of the affected
party (hereinafter referred to as a "Force Majeure Event"), the party who
has been so affected shall immediately give notice to the other party and
shall do everything possible to resume performance. Upon receipt of such
notice, all obligations under this Agreement shall be immediately
suspended. If the period of nonperformance exceeds fifteen (15) days from
the receipt of notice of the Force Majeure Event, the party whose ability
to perform has not been affected may, by giving written notice, terminate
this Agreement.
However, delays in delivery due to Force Majeure Events shall automatically
extend the delivery date for a period equal to the duration of such Events;
any warranty period affected by a Force Majeure event shall likewise be
extended for a period equal to the duration of such Event.
d. Return of Software
Should this Agreement be terminated by TransNet on account of Master
Licensee's default pursuant to this Agreement, TransNet may repossess any
and all the Services by directing Master Licensee in writing to deliver all
records, notes, data, memoranda, of any nature that are in their possession
or under their control within thirty (30) days to TransNet and at Master
Licensees expense to the nearest convenient location of TransNet.
12 Relationship of Parties
It is understood by the parties that TransNet is an independent contractor
with respect to the Master Licensee, and not an employee of the Master
Licensee. The Master Licensee shall not provide fringe benefits, including
health insurance benefits, paid vacation, or any other employee benefit,
for the benefit of TransNet. Licensee without prior written approval of
TransNet.
13 Consequential Damages
In no event shall either party be liable for consequential damages caused
by the other party unless by the negligence of that party
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14 Intellectual Property
Except as otherwise provided for herein, the following provisions shall
apply with respect to copyrightable works, ideas, discoveries, inventions,
applications for patents, and patents (collectively, "Intellectual
Property"):
a. Master Licensee Intellectual Property
The Master Licensee shall not hold any interest in any Intellectual
Property except for Copyrights of the WebMaster Licensee for Graphic or
Graphics Design created by or for the Master Licensee.
b. Development of Intellectual Property
Any item of Intellectual Property discovered or developed TransNet (or
TransNet's employees) for the benefit of the Master Licensee during the
term of this Agreement shall automatically become the property of
TransNet.
Furthermore, software features specifically developed by TransNet for and
paid by the Master Licensee shall be deemed the intellectual property of
TransNet, however, if there are to be any exclusivity and royalty
conditions regarding such features, those conditions shall be mutually
agreed in writing before such development begins.
15 Confidential and Proprietary Information
Both parties recognize that they have and/or shall have copyrights,
products, costs, business affairs trade secrets, technical information,
product design information, and other proprietary information
(collectively, "Information") which are valuable approval of the Master
Licensee.
a. Master Licensee Business Information
TransNet agrees that TransNet shall not knowingly distribute, either orally
or written, any Information of the Master Licensee, including specific
operational statistics or results, to a third party without the prior
written approval of the Master Licensee.
b. TransNet's Intellectual Property
The Master Licensee agrees that the Software provided by TransNet to the
Master Licensee is the sole property of TransNet regardless of any
payments, fees or other considerations made to TransNet by the Master
Licensee.
c. Unauthorized Disclosure of Information
If it appears that either party has disclosed (or has threatened to
disclose) Information in violation of this Agreement, the other party shall
be entitled to an injunction to restrain the other party from disclosing,
in whole or in part, such Information, or from providing any Services to
any party to whom such Information has been disclosed or may be disclosed
pending resolution for any arbitration filed to resolve a dispute as it
relates to this Agreement. Neither party shall be prohibited by this
provision from pursuing other remedies, including a claim for losses and
damages.
d. Confidentiality After Termination of Agreement
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The confidentiality provisions of this Agreement shall remain in full force
and effect after the termination of this Agreement. A violation of sub-
paragraphs 13(a). or 13(b). above shall be a material violation of this
Agreement.
16 Return of Records
Upon termination of this Agreement, both Party's shall deliver all records,
notes, data, memoranda, of any nature that are in their possession or under
their control and that are the other Party's property or relate to the
other Party's business operations.
17 Notices
All notices required or permitted under this Agreement shall be in writing
and shall be deemed delivered when delivered in person or deposited in
the United States mail, postage prepaid, addressed as follows:
Attn:
TransNet
TransNet International S.A.
______________________ San Jose, Costa Rica
Master Licensee: Casino Marketing SA
_____________________ San Jose, Costa Rica
Such addresses may be changed from time to time by either party providing
written notice in the manner set forth above.
18 Amendment
This Agreement may be modified or amended, if the amendment is made in
writing and is signed by both parties.
19 Severability
If any provision of this Agreement shall be held to be invalid or
unenforceable for any reason, the remaining provisions shall continue to be
valid and enforceable. If arbitration finds that any provision of this
Agreement is invalid or unenforceable, but that by limiting such provision
it would become valid and enforceable, then such provision shall be deemed
to be written, construed and enforced as so limited.
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20 Waiver
The Failure of either party to enforce any provision of this Agreement
shall not be construed as a waiver or limitation of that party's right to
subsequently enforce and compel strict compliance with every provision of
this Agreement.
No term or provision hereof shall be deemed waived and no breach excused
unless such waiver or consent shall be in writing and signed by the party
claimed to have waived or consented.
21 No Contingencies or Changes
It is agreed by TransNet that the Software has been created and is not
contingent upon uncertain events or engineering which shall not have
occurred until after the contract is awarded. This does not include changes
requested by the Master Licensee or other factors that are not under
TransNet's direct control.
22 Taxes
Master Licensee shall pay all taxes arising from the sale of the Software,
other than any tax based on TransNet's income.
23 Assignment
Neither party shall assign or subcontract its obligations under this
Agreement, in whole or in part, or any interest therein, without the other
party's written consent. Such consent shall not be unreasonably withheld.
24 Miscellaneous
a. Applicable Law
This Agreement shall be governed by the laws of the Country of Costa Rica
IN WITNESS WHEREOF, the parties hereto have executed this Agreement and do
hereby warrant and represent that heir respective signatory whose signature
appears below has been and is on the date of the Agreement duly authorized by
all necessary and appropriate corporate action to execute this Agreement and
have caused this Agreement to become effective as of the date first above
written.
/s/ Giovanni Bruno Guzman /s/ Michael Jackson
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TransNet International S.A. Master Casino S.A.
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