EXHIBIT 10.8
SOFTWARE LICENSE AGREEMENT
THIS AGREEMENT is entered into this 19th day of February 2000,
BETWEEN:
GLOBAL INTERACTIVE, with registered offices in St. Kitts, West
Indies;(hereinafter referred to as the "Licensee")
AND
STARNET SYSTEMS INTERNATIONAL INC. (formerly known as Softec Systems
Caribbean Inc.) with offices at 1589 Newgate Street, St. John's
Antigua, West Indies; (hereinafter referred to as "SSII")
WHEREAS,
A. Softec Systems Caribbean Inc. changed its name to Starnet Systems
International Inc. pursuant to Section 161(2) of the International
Business Corporations Act, Cap.222, by Special Resolution dated 19th
day of July 1999;
B. SSII owns rights to Internet casino software (the "Software");
C. SSII wishes to license the Software to other companies;
D. SSII wishes to provide a complete computer hardware and software
package that the Licensee may use to operate an Internet gaming
site(s); and,
E. The Licensee wishes to license the Software and make use of SSII's
computer hardware in order to operate an Internet gaming site(s).
NOW THEREFORE, in consideration of the premises and mutual covenants herein
set forth, the parties agree as follows:
1. GENERAL PROVISIONS
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1.1 DEFINITIONS
1.1.1 "Licensed Software" shall mean a licensed data processing
program or micro program consisting of a series or sequence
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of signals, or instructions, statements, or fonts stored on
any media in machine readable form, and any related licensed
materials such as, but not limited to, graphics, flow
charts, logic diagrams, manuals, and listing made generally
available by SSII for use in connection with the licensed
programs. The Licensed Software shall consist of not more
than 2 casinos, based on themes selected by the Licensee
(collectively, the "Casino"). The Casino shall have various
games of chance which includes, but are not limited to,
blackjack, roulette, pai gow poker, video poker and slot
machine and other games as added from time to time, based on
a theme chosen by the Licensee, a sportsbook web site within
the gaming site, an HTML version of the sportsbook, and a
lottery ticket distribution web site.
1.1.2 "Net Monthly Revenue" shall mean, for any given calendar
month, the total amount wagered in the casino, horse track
and the sportsbook, less winnings in the Casino, horse track
and the sportsbook, PLUS, total sales of lottery tickets,
less the invoiced cost for purchasing lottery tickets for
the lottery ticket sales, PLUS, any membership fees or
additional fees that may be charged by the Licensee that are
not related to currency conversion or transaction processing.
1.1.3 "Hardware" shall mean all the necessary computers, routers,
cabling, monitors, hard drives, back-up systems, and other
equipment, as determined by SSII in its absolute discretion,
located at its offices in St. John's Antigua, or other
locations designated by SSII as may be required in order to
properly store, distribute and run the Licensed Software.
1.1.4 "Games" shall mean the casino style games, sportsbook,
lottery, and pari-mutuel games that are played using the
Licensed Software and are available from time to time.
1.1.5 "Downloadable Software" shall mean the portion of the
Licensed Software that must be resident on a customer's
computer in order for the customer to access and play the Games.
1.1.6 "Master CD" shall mean the compact disc containing the
Downloadable Software that may be used to mass-produce
compact discs for delivery to the Licensee's customers.
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1.1.7 "Customer Information" shall mean all data collected and
stored on customers including, without limiting the
generality of the foregoing, name, address, phone and fax
number, e-mail address, credit card numbers and expiration
dates or information on other types of payments, amounts
wagered and frequency of wagering.
1.1.8 "Confidential Information" shall mean material in the
possession of SSII which is not generally available to or
used by others or the utility or value of which is not
generally known or recognized as standard practice,
including, without limitation, all financial business and
personal data relating to SSII's clients, any non-public
information about affiliates, subsidiaries, consultants and
employees of SSII or its affiliates, business and marketing
plans, strategies and methods, studies, charts, plans,
tables and compilations of business industrial information,
computer software and computer technology whether
patentable, copyrightable or not, which is acquired or
developed by or on behalf of SSII or its affiliates from
time to time.
1.2 RIGHT TO AUDIT
1.2.1 The Licensee shall, within reason, have the right, without
prior notice to SSII to inspect and audit all SSII's
business, accounting and supporting records that are
necessary for purposes of determining SSII's compliance with
the terms of this Agreement. SSII shall fully co-operate
with any independent chartered accountants or certified
public accountants hired by the Licensee to conduct any such
inspection or audit. If any such inspection or audit
discloses an under statement of less than 3% for any period,
SSII shall pay, within ten days after receipt of the
inspection or audit report, the sums due on account of such
understatement with interest calculated at U.S. prime plus
one percent. Further, if such inspection or audit is made
necessary by failure of SSII to furnish invoice reports or
any other documentation as herein required, or if an
understatement for any period is determined by such
inspection or audit to be 3% or greater, SSII shall, on
demand and in any event within the said ten days, in
addition to paying the sums due
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on account of such understatement, also reimburse for the
cost of such inspection or audit, including without
limitation, the charges of any independent chartered
accountants or certified public accountants retained by the
Licensee in connection with such audit or inspection and the
reasonable travel expenses, room, board and compensation of
employees of the Licensee.
1.2.2 The Licensee's right to audit records shall only extend to
records that date back no more than two of SSII's fiscal
years prior to the date SSII receives notice of an impending
audit.
1.3 INDEMNIFICATION
1.3.1 The Licensee acknowledges and agrees that neither SSII nor
any of its members, shareholders, directors, officers,
employees or representatives 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 loss of profits or savings, in connection with
this Agreement, the services or the Hardware or any other
information, material or services provided by SSII to the
Licensee under this Agreement. If, despite the foregoing
limitations, SSII or any of its shareholders, directors,
officers, employees or representatives should become liable
to the Licensee or any other person (a "Claimant") in
connection with this Agreement, then the maximum aggregate
liability of SSII, its members, shareholders, directors,
officers, employees and representatives for all such things
and to all such parties will be limited to the lesser of the
actual amount of loss or damage suffered by the Claimant or
the amount of the Licensee's fees payable by the Licensee to
SSII for the six months prior to the loss.
1.3.2 The Licensee shall indemnify and save harmless SSII and its
members, shareholders, directors, officers, employees,
agents, contractors, representatives, parent company, or
subsidiaries (together, 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 asserted or claimed against any of the
Indemnified Parties by any licensing or government agency
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who licenses, regulates, or otherwise governs the licensing
or use of Internet gambling in connection with the
Licensee's activities under this Agreement, including claims
brought by a person using or relying upon any advice given
or publication produced and distributed by the Licensee.
1.3.3 Notwithstanding anything in this Section 1.3, if SSII is
found guilty of fraud in executing its' obligations under
this Agreement, the Licensee shall not be responsible for
any indemnification of the Indemnified Parties to the extent
that the fraud has caused there to be damages.
1.4 DISRUPTIONS
1.4.1 The Licensee acknowledges that from time to time, as a
result of Hardware failure, supplier failures, or acts of
God, the services provided under this Agreement by SSII can
be temporarily disrupted. The Licensee acknowledges and
agrees that neither SSII nor any of its members,
shareholders, directors, officers, employees or
representatives 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
loss of profits or savings, in connection with these
temporary disruptions. For the purpose of this section, if
the services provided under this Agreement by SSII are
temporarily disrupted for seven days within any one-month
period, the minimum monthly fees as calculated in section
1.7.3 shall be reduced on a pro rata basis.
1.4.2 The Licensee acknowledges that SSII's ability to perform its
obligations under this Agreement are subject to government
licensing in whatever jurisdiction SSII may choose to
operate. SSII shall not be held liable for any damages of
any kind whatsoever that may result from changes in
government legislation or policy.
1.5 CONDITIONS OF LICENSE
This license is granted under the following conditions:
1.5.1 The Licensee acknowledges that its rights in and to the
Licensed Software may not be assigned, licensed or
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otherwise transferred by operation of law without the prior
written consent of SSII. Violation of this section is
grounds for immediate termination of this Agreement. SSII
will not withhold its consent to the Licensee's requests to
sub-license the Licensed Software to a third party subject
to the following obligations of the Licensee and limitations
of SSII:
A. that the Licensee will have first provided SSII with a
copy of its draft sub-licensing agreement with the proposed
sub-licensee (the "Sublicensee"), such agreement must
contain the following provisions (the "Sub-licensing
Agreement"):
1. that Licensee is responsible for all communication
with the Sublicensee and SSII will have no
responsibility in this regard;
2. the Sublicensee shall obtain no rights in the
Licensed Software other than those specifically granted
in the Sub-licensing Agreement;
3. that the Licensed Software is the sole property of
SSII, and that Licensee has only the specific rights to
sub-license that are granted to it under this
Agreement; and,
4. that the cost of any upgrades to the Licensed
Software that are sublicensed to the Sublicensee will
be borne by the Licensee.
1.5.2 Copyright, trademarks and other proprietary rights of SSII
(SSII's Intellectual Property) protect the Licensed
Software. The Licensee may be held directly responsible for
acts relating to the Licensed Software which are not
authorized by this Agreement.
1.5.3 All right, title and interest in and to SSII's Intellectual
Property to the Licensed Software, and any copies thereof,
and all documentation, code and logic, which describes
and/or comprises the Licensed Software remains the sole
property of SSII.
1.5.4 SSII shall not be responsible for failure of performance of
this Agreement due to causes beyond its control, including,
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but not limited to, work stoppages, fires, civil
disobedience, riots, rebellions, acts of God, and similar
occurrences.
1.5.5 The sportsbook "format" shall remain standard, and will not
be materially altered from SSII's standard sportsbook
facilities. Format shall refer to the tabular presentation
of the sports information making up the sportsbook look and
feel and shall not include the graphics that may be added in
order to personalize it.
1.5.6 The Licensee acknowledges that this is a non-exclusive
agreement and that SSII will license the Licensed Software
to as many other parties as are willing to enter into a
licensing agreement with SSII.
1.5.7 The Licensee shall be responsible for ensuring that they are
operating the Licensed Software in compliance with any and
all applicable state, provincial, national, and
international laws.
1.5.8 The Licensee shall provide SSII with all documentation
necessary to show that the Licensee has obtained any and all
necessary licenses in order to operate an Internet casino
and/or Sportsbook.
1.5.9 It is the policy of SSII to prevent the use of the Licensed
Software for use as a "money laundering" vehicle. The
Licensee warrants that they will undertake all reasonable
efforts to prevent persons from using the Licensed Software
for use as a money-laundering vehicle. If it is revealed
that the Licensee is purposely allowing or is willfully
blind to money laundering, SSII may terminate this agreement
without notice.
1.6 TERM AND TERMINATION
1.6.1 This Agreement shall commence and be deemed effective on the
date when fully executed (the "Effective Date"). This
Agreement is in effect for a period of three-years and five
months (the "Term") and shall be automatically renewed
indefinitely with additional one year terms unless the
Licensee gives written notice of termination of this
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Agreement at least 45 days prior to the end of any one year
period.
1.6.2 SSII may terminate this Agreement by giving written notice
to the Licensee at least six months prior to the end of any
one year term provided, however, SSII shall not give notice
of termination in the first term of this Agreement.
1.6.3 SSII may terminate this Agreement at any time upon five days
notice if the Licensee is more than 30 days in arrears in
paying any material monthly fees due and owing to SSII. The
Licensee shall be allowed to cure the breach during the
notice period, thus pre-empting SSII's ability to terminate
this Agreement in accordance with this section. The arrears
contemplated in this section must be of a material amount
for this section to be used by SSII. For the purposes of
this section, material shall mean anything greater than 5%
of the previous month's fees.
1.6.4 SSII may terminate this Agreement at any time upon five days
notice if the Licensee becomes bankrupt or insolvent or
ceases carrying on business for any reason.
1.6.5 The Licensee may terminate this Agreement at any time upon
five days notice if SSII becomes bankrupt or insolvent or
ceases carrying on business for any reason.
1.6.6 The Licensee may, inter alia, terminate this Agreement at
any time upon five days notice if SSII is materially in
breach of this Agreement for more than 30 days. SSII shall
be allowed to cure the breach during the notice period, thus
pre-empting the Licensee's ability to terminate this
Agreement in accordance with this section.
1.6.7 SSII may terminate this Agreement at any time upon five days
notice if SSII, or any of its principals, officers or
Directors becomes the subject of third party civil or
criminal litigation as a result of the Licensee's operations
under this Agreement. The litigation contemplated herein
must be material, and found to be of a serious nature by
independent legal counsel.
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1.6.8 Upon termination of this Agreement, the Licensee shall
immediately return to SSII any and all of SSII's materials
which SSII has a proprietary right in that are in the
Licensee's possession and/or in the possession of the
Licensee's agents, servants and employees.
1.6.9 Upon termination of this Agreement, all Customer Information
shall be given to the Licensee and SSII shall not make use
of or disclose any Customer Information to any third party.
1.6.10 Upon termination of this Agreement for any reason, any
security given by the Licensee shall be returned to the
Licensee within thirty days of termination, provided however
that if there are any outstanding invoiced amounts (as per
section 1.5.7) against the Licensee, sufficient security
shall be retained in order to pay for those claims.
1.7 REMUNERATION
1.71 The Licensee shall pay to SSII a monthly fee based on a
percentage of the Net Monthly Revenue or a minimum of
$25,000. The fee shall be paid in accordance with Schedule
A of this Agreement. The fees shall commence when the
Licensee accepts a wager utilizing the Licensed Software.
1.7.2 All monthly payments shall be delivered to SSII by the 15th
of each month in payment for the previous month's activity.
1.8 CONFIDENTIALITY
1.8.1 The Licensee shall not disclose, publish, or disseminate
Confidential Information to anyone other than those of its
employees or others with a need to know, and the Licensee
agrees to take reasonable precautions to prevent any
unauthorized use, disclosure, publication, or dissemination
of Confidential Information. The Licensee agrees not to use
Confidential Information otherwise for its own or any third
party's benefit without the prior written approval of an
authorized representative of SSII in each instance.
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1.8.2 SSII shall not disclose, publish, or disseminate Customer
Information to anyone other than those of its employees with
a need to know, and SSII agrees to take reasonable
precautions to prevent any unauthorized use, disclosure,
publication, or dissemination of Customer Information. SSII
agrees not to use Customer Information otherwise for its own
or any third party's benefit without the prior written
approval of an authorized representative of the Licensee in
each instance.
1.8.3 All Confidential Information, and any Derivatives thereof
whether created by SSII or the Licensee, remains the
property of SSII and no license or other rights to
Confidential information is granted or implied hereby. For
purposes of this Agreement, "Derivatives" shall mean: (a)
for copyrightable or copyrighted material, any translation,
abridgement, revision or other form in which an existing
work may be recast, transformed or adapted; (b) for
patentable or patented material, any improvement thereon;
and (c) for material which is protected by trade secret, any
new material derived from such existing trade secret
material, including new material which may be protected by
copyright, patent and/or trade secret.
1.8.4 Notwithstanding anything in this Section 1.8, SSII shall be
allowed to use Customer Information for the purpose of
fulfilling its reporting obligations as a public company.
SSII shall also be allowed to use Customer Information in a
statistical form so long as it does not identify individuals
or specific companies.
1.8.5 The Licensee shall not disclose the contents of this
Agreement to any third party who is not bound to maintain
confidentiality between the parties. The Licensee
acknowledges that disclosure of the terms of this Agreement
to third parties would cause considerable damage to SSII and
its parent company, Starnet Communications International Inc.
2.1 OBLIGATIONS OF THE LICENSOR
A. HARDWARE
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2.1.1 SSII shall supply the Hardware as defined in this Agreement.
2.1.2 SSII shall maintain the Hardware and pay all costs for
maintaining and/or upgrading the Hardware.
2.1.3 SSII shall supply the office space required to house the
Hardware.
2.1.4 The Hardware shall, at all times, remain the property of
SSII.
2.1.5 SSII shall supply an appropriate connection to the Internet
with sufficient bandwidth to properly operate the Licensed
Software. The Licensee shall pay for all bandwidth
associated only with those customers that are not playing
the Games using real money and for the downloading of the
Licensed Software via the Internet, and for any related
marketing via the Internet. Bandwidth shall be charged to
the Licensee at market rates, which in this instance shall
be SSII's cost.
2.1.6 SSII shall not be required to maintain a redundant site.
2.1.7 SSII shall make all reasonable efforts to repair and correct
any problems arising under SSII's areas of responsibility
that may arise from time to time which would cause it to be
unable to perform its' obligations under this Agreement (see
section 1.5.4).
2.1.8 SSII shall notify the Licensee of any problems that may
arise from time to time and shall keep the Licensee apprised
of any efforts undertaken to rectify the problem.
2.1.9 The Hardware shall be located only in places where Internet
gambling may be operated legally and where the Licensee has
obtained all necessary licenses to conduct online gaming.
2.2 THE LICENSED SOFTWARE
2.2.1 SSII shall install the Licensed Software on the Hardware.
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2.2.2 SSII shall allow all of the Licensee's (and sub-licensee's)
customers and all persons who seek to be licensee's
customers Internet access to the Licensed Software.
2.2.3 SSII shall allow the Licensee's customers to download
directly from the server the Downloadable Software necessary
for the Licensee's customer to play the Games.
2.2.4 SSII shall supply to the Licensee a single Master CD
containing the Downloadable Software. Master CDs for Sub-
licensees will be provided for an additional fee of $100 each.
2.2.5 SSII may from time to time, at its discretion, create
additional games, which can be added to the Licensed
Software. If additional games become available, the
Licensee may request to have the additional games added to
the Licensed Software at no additional licensing cost to the
Licensee.
2.2.6 SSII may from time to time, at its discretion, translate
part or all of the Games into other languages, which can be
added to the Licensed Software. If additional languages
become available, the Licensee may request to have the
additional languages added to the Licensed Software at no
cost to the Licensee.
2.2.7 Notwithstanding anything stated in this section 2.2, any
changes requested by the Licensee to be made to the graphics
portion of the Licensed Software, shall be charged to the
Licensee at market rates, which in this instance shall be
SSII's cost.
2.2.8 Notwithstanding anything stated in this Section 2.2, any
changes made to the Master CD at the Licensee's request will
be billed to the Licensee at market rates, plus a $100.00
U.S. administration fee. SSII retains the right to refuse
to make the requested changes.
2.2.9 SSII shall only be required to provide the Licensed Software
in the English language and other language that becomes
available.
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2.2.10 SSII will provide all upgrades of the Licensed Software that
do not require changes to the graphical interface, at no
charge to the Licensee.
2.2.11 All upgrades are to be made available to the Licensee within
30 days of the completion of testing.
2.2.12 The Licensee may operate the Casino on as many separate URLs
as the Licensee wants, with no additional licensing fee to
be paid.
2.2.13 SSII warrants that the Licensed Software correctly
implements algorithms, which are in accordance with the
rules and payouts, which may be displayed on the screen at
any time by the player. Pseudo-random numbers used by the
software for the purposes of choosing game outcomes and
shuffling cards are generated in an unbiased manner.
2.3 FINANCIAL TRANSACTIONS
2.3.1 SSII shall provide a transaction processing system that will
allow the Licensee's customers to deposit funds for use of
the Games (the "Transaction Processing System"). The
Licensee's customers will be able to deposit funds via the
Internet through the use of Visa, Master Card, and/or
American Express credit cards. Other methods of payment may
be made available from time to time at SSII's discretion, at
a cost to the Licensee to be agreed upon at the time.
2.3.2 SSII shall only be responsible for processing credit card
debits and credits for which the Licensee holds the
appropriate merchant number accounts.
2.3.3 The Licensee shall be responsible for all aspects of
collecting and paying funds, in accordance with this
Agreement.
2.3.4 The Licensee shall have no rights whatsoever in the
Transaction Processing System.
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2.4 TECHNICAL SUPPORT
2.4.1 SSII shall supply 24-hour 7-days per week technical support
for the Licensee's customers, Sub-licensee's customers and
for the Licensee.
2.4.2 SSII shall make the Technical support available via the
Internet and via toll free telephone lines.
2.4.3 SSII shall determine the number of people acting as
technical support and the number of incoming telephone lines
for technical support in its absolute discretion.
2.4.4 Technical support offered via the telephone shall be in
English language and other languages that become available,
including Chinese (mandarin). Technical support offered via
the Internet shall be in all languages in which the Licensed
Software is available.
2.5 ACCOUNTING
2.5.1 SSII shall maintain records of all transactions and wagers
placed utilizing the Licensed Software.
2.5.2 No fees are payable for regular accounting information
provided to the Licensee for the purpose of calculating Net
Revenue.
2.5.3 SSII shall supply a complete accounting record, as defined
by SSII from time to time, of the previous month's activity
relating to the Licensed Software within ten working days of
the end of each month. The accounting records shall be
delivered either by facsimile or by e-mail.
2.5.4 SSII shall provide daily interim accounting reports, as
defined by SSII from time to time. The daily interim
accounting records shall be delivered either by facsimile or
by e-mail.
2.5.5 SSII shall have the right to utilize the accounting
information for statistical and reporting purposes provided
specific information about the Licensee is not disclosed.
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2.5.6 SSII shall archive and maintain the accounting information
for a period of 2 fiscal years.
2.5.7 SSII, at its discretion, may destroy any portion of the
accounting information that SSII deems to be no longer
relevant.
2.5.8 The Licensee shall be given thirty days written notice prior
to the destruction of any accounting information. The
Licensee may choose to archive information about to be
destroyed, at its own facilities.
2.59 SII shall supply to the Licensee for the term of this
Agreement, software that will allow the Licensee to track
customers that have been referred by other web sites
(Partner's Program).
2.6 CUSTOMER DATA
2.6.1 SSII shall maintain a database containing the Customer
Information.
2.6.2 The Customer Information shall remain the sole and exclusive
property of the Licensee.
2.6.3 SSII shall provide daily interim Customer Information
reports, as defined by SSII from time to time.
2.6.4 The Licensee shall pay no fees for additional Customer
Information, provided that such requests are reasonable.
Administration fees shall be paid out at market prices.
2.6.5 SSII shall have the right to utilize the Customer
Information for any purpose that does not conflict with the
Licensee's marketing of the Licensed Software. Under no
circumstances shall SSII utilize the Customer Information in
the marketing of any gaming site being operated by a
subsidiary of Starnet Communications International Inc.,
SSII's parent company.
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2.6.6 SSII shall archive and maintain the Customer Information for
a period of two years.
2.6.7 SSII, in its discretion, may destroy any portion of the
Customer Information that SSII deems to be no longer
relevant.
2.6.8 The Licensee shall be given thirty days written notice prior
to the destruction of any Customer Information. The
Licensee may choose to archive information about to be
destroyed, at its own facilities.
2.7 THE GAMES
2.7.1 The lottery tickets and play options available in the
lottery web site shall be determined from time to time by
SSII in its sole discretion.
2.7.2 SSII shall determine the odds for the casino from time to
time. The Licensee shall be responsible for setting the
odds for the sportsbook and the HTML sportsbook, from time
to time, in its sole discretion.
2.7.3 The Licensee shall determine the betting limits for both the
casino sportsbook and the HTML sportsbook, from time to
time, in its sole discretion. The Licensee may choose zero
as a betting limit.
2.7.4 The Licensee, in its sole discretion, shall determine the
betting limits for the Games. The Licensee may choose zero
as a betting limit.
2.7.5 SSII shall determine the games available in the casino and
both versions of the sportsbook, from time to time, in its
sole discretion.
2.7.6 SSII shall determine the lottery tickets available in the
casino as well as the forms of play, from time to time, in
its sole discretion.
2.7.7 SSII shall only supply the Games that the Licensee has
appropriate licenses to operate.
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3.1 OBLIGATIONS OF THE LICENSEE
A. LICENSES
3.1.1 The Licensee shall be responsible for obtaining and
maintaining all necessary licenses for the operation of an
Internet Casino and an Internet Sportsbook operation.
A. MERCHANT NUMBERS
i. The Licensee shall be responsible for obtaining
and maintaining appropriate merchant numbers for the
processing of Visa, Master Card and American Express credit
cards and any other credit card the Licensee may obtain
merchant numbers for (the "Merchant Numbers").
ii. Notwithstanding that from time to time, SSII may
make merchant numbers available to the Licensee through
another subsidiary of Starnet Communications International
Inc. ("SCII"), neither SSII nor SCII, nor any other
subsidiary of SCII shall be responsible for maintaining or
continuing to provide merchant numbers.
3.3 MARKETING
3.3.1 The Licensee shall be responsible for all marketing of the
services offered through the Licensed Software.
3.3.2 The Licensee shall spend on a monthly basis, a minimum of
15% of the previous month's Net Revenue on marketing and
promoting the Licensee's gaming site.
3.3.3 SSII is not responsible for tracking or maintaining any
records or data with respect to marketing. The Licensee
shall be allowed access to the Hardware for the purpose of
tracking and maintaining marketing data.
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3.3.4 The Licensor shall be responsible for all aspects of
customer service, with the exception of paying out winnings
(provided that the Licensee has and is using its own credit
card merchant accounts).
3.4 DISTRIBUTION OF SOFTWARE
3.4.1 The Licensee shall be responsible for the production and
distribution of compact discs containing the Downloadable
Software.
3.4.2 The Licensee shall not alter the Licensed Software as
supplied on the Master CD in any way.
3.4.3 The Licensee shall ensure that the packaging for the
Licensed Software, the entry web page for the casino and
sportsbook, as well on any compact disks containing the
Licensed Software, shall display all proprietary rights
symbols such as Copyright and Trademark, as supplied by SSII
(the "Symbols"). The Symbols shall be of the exact same
size and font as supplied by SSII.
3.5 REGULATORY ISSUES
3.5.1 The Licensee shall be solely responsible for determining
which jurisdictions they choose to market to and receive
wagers from.
3.5.2 The Licensee shall be responsible for determining the
legality of accepting wagers in whichever jurisdictions they
choose to market to and receive wagers from.
3.5.3 The Licensee shall indemnify SSII for any reasonable legal
costs, and fines that arise as a result of the Licensee
choosing to accept wagers from any jurisdiction that
determines or has determined that Internet wagering is illegal.
3.6 THE WEB SITE
3.6.1 The Licensee shall construct and maintain the entire web
site(s) where the Downloadable Software is to be made
available to the Licensee's customers (the "Web Sites").
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3.6.2 The Licensee shall pay for any and all Uniform Resource
Locators ("URL's") that the Licensee deems necessary to
properly market the Licensed Software.
3.6.3 The Licensee shall ensure that the Web Sites shall display
a statement that the software is licensed, as well as all
proprietary rights symbols such as Copyright and Trademark,
as supplied by SSII (the "Symbols"). The Symbols shall be
of the exact same size and font as supplied by SSII.
3.6.4 The Licensee shall have the right to add as many URL's that
are dedicated solely to the promotion of the Licensee's
gaming site as the Licensee deems necessary.
3.6.5 The Licensee shall have the right to make any changes to the
Web Sites the Licensee feels appropriate. All changes that
are effected by SSII will be charged to the Licensee at
market rates.
3.6.6 If requested, SSII shall construct and maintain any and all
additional web sites the Licensee deems necessary for the
marketing of the Licensed Software. All work done to build
additional web sites shall be charged to the Licensee at
market rates.
3.6.7 SSII shall not in any way be responsible for the design of
the Web Sites utilized by the Licensee.
3.6.8 The Licensee shall include in their Terms and Conditions of
Play for the Licensed Software the Terms and Conditions that
are recommended by SSII. The Licensee may embellish or add
to these Terms and Conditions. If the Licensee does not
implement the minimum required Terms and Conditions, in so
far as the Terms and Conditions would have protected the
Licensee, SSII shall not be responsible to the Licensee,
notwithstanding anything in this Agreement.
4 STANDARD CLAUSES
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4.1 NOTICES
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Unless otherwise provided in this Agreement, any notice provided for
under this Agreement shall be in writing and shall be sufficiently
given if delivered personally, or if transmitted by facsimile with an
original signed copy delivered personally within twenty-four hours
thereafter, or mailed by prepaid registered post addressed to SSII at
their respective addresses set forth below or at such other than
current address as is specified by notice.
To SSII: Newgate Street
P.O. Box 1589
St. John's, Antigua, WI
Attention: General Counsel
Fax: (268) 480-1656
To the Licensee: Global Interactive
Orion House
Wellington Road
Basseterre, St. Kitts, WI
4.2 ENTIRE AGREEMENT AND SCHEDULES
The parties agree that this Agreement and its Schedule, if any,
constitute the complete and exclusive statement of the terms and
conditions between the Licensee and SSII covering the performance
hereof and cannot be altered, amended or modified except in writing
executed by an authorized representative of each party. The Licensee
further agrees that any terms and conditions of any purchaser order or
other instrument issued by the Licensee in connection with this
Agreement which are in addition or inconsistent with the terms and
conditions of this Agreement shall not be binding on SSII and shall
not apply to this Agreement.
4.3 GOVERNING LAW AND ARBITRATION
Any dispute in connection with this Agreement shall be settled by
arbitration in accordance with any Arbitration Act agreed upon between
the parties; provided, however, should any dispute arise under this
Agreement, the parties shall endeavor to settle such
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dispute amicably between themselves. In the event that the parties
fail to agree upon an amicable solution, such dispute shall be finally
determined by arbitration as aforesaid.
4.4 GOOD FAITH
The parties acknowledge to one another that each respectively intends
to perform its obligations as specified in this Agreement in good faith.
4.5 PARTIES TO ACT REASONABLY
The parties agree to act reasonably in exercising any discretion,
judgment, approval or extension of time that may be required to affect
the purpose and intent of this Agreement. Whenever the approval or
consent of a party is required under this Agreement, such consent
shall not be unreasonably withheld or delayed.
4.6 GOVERNING LAW
This agreement and all Schedules shall be governed by and construed in
accordance with the laws of the Country of Antigua, and the Licensee
hereby attorns to the jurisdiction of the courts of Antigua
notwithstanding any other provision expressed or implied in either
this agreement or the Schedules.
4.7 TIME TO BE OF THE ESSENCE
Time is of the essence.
4.8 NUMBER AND GENDER
In this Agreement the use of the singular number includes the plural
and vice versa the use of any gender includes all genders, and the
word "person" includes an individual, a trust, a partnership, a body
corporate and politic, an association and any other incorporated or
unincorporated organization or entity.
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4.9 CAPTIONS
Captions or descriptive words at the commencement of the various
sections are inserted only for convenience and are in no way to be
construed as a part of this Agreement or as a limitation upon the
scope of the particular section to which they refer.
4.10 NON-ASSIGNABILITY
This Agreement is personal to the Licensee, except as provided in S.
4.11, and the Licensee may not assign or transfer any of its rights or
obligations under this Agreement without the prior written consent or
SSII.
4.11 BENEFIT
This Agreement shall enure to the benefit of and be binding upon the
Licensee, its successors and assigns. The Licensee may delegate the
performance of any of its obligations hereunder to any corporation
which controls, is controlled by or is under common control with the
Licensee.
4.12 WAIVER
No condoning, excusing or waiver by any party hereto of any default,
breach of non-observance by any other party hereto, at any time or
times with respect to any covenants or conditions herein contained,
shall operate as a waiver of that party's rights hereunder with
respect to any continuing or subsequent default, breach or
nonobservance, and no waiver shall be inferred from or implied by any
failure to exercise any rights by the party having those rights.
4.13 FURTHER ASSURANCE
Each of the parties hereto hereby covenants and agrees to execute such
further and other documents and instruments and to do such further and
other things as may be necessary to implement and carry out the intent
of this Agreement.
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4.14 CUMULATIVE RIGHTS
All rights and remedies of SSII are cumulative and are in addition to
and shall not be deemed to exclude any other rights or remedies
allowed by law except as specifically limited hereby. All rights and
remedies may be exercised concurrently.
4.15 PRIOR AGREEMENTS
Except as specifically provided for herein, this Agreement, including
its Schedules, contains all of the terms agreed upon by the parties
with respect to the subject matter herein and supersedes all prior
agreements, arrangements and understandings with respect thereto,
whether oral or written.
4.16 SEVERABILITY
If any part of this Agreement is unenforceable because of any rule of
law or public policy, such unenforceable provision shall be severed
from this Agreement, and this severance shall not affect the remainder
of this Agreement.
4.17 NO PARTNERSHIP
Notwithstanding anything in this Agreement, no part of this Agreement,
nor the Agreement as a whole shall be construed as creating a
partnership or agency relationship between the parties. If any part
of this Agreement should become construed as forming a partnership or
agency relationship, that part shall be amended such that no
partnership or agency relationship is created, but that part achieves
what it was originally intended to achieve.
4.18 DOLLAR AMOUNTS
All references to money or specific dollar amounts in this Agreement
are in United States Dollars.
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4.19 INTERPRETATION
In the interpretation of this Agreement or any provision hereof, no
inference shall be drawn in favor of or against any party by virtue of
the fact that one party or its agents may have drafted this Agreement
or such provision.
STARNET SYSTEMS INTERNATIONAL INC.
Per: __________________________ Per: _________________________
Name: __________________________ Name: _________________________
Title: __________________________ Title: _________________________
GLOBAL INTERACTIVE
Per: __________________________
Name: __________________________
Title: __________________________
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