Software Licensing Agreement
between Winners and Ichargeit,
as attached to ichargeit's 10SB12G
EX-6.4 · Software Lic Agree W/Winners Internet Net 2/11/99
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SOFTWARE LICENSING AGREEMENT
CYBERLINK MONETARY SYSTEM, EST.
WINNERS INTERNET NETWORK, INC.
License Agreement for iChargeit
PROGRAM PRODUCT
PARTICULARS
Program Product(s):
Invoice address:
CyberLink Monetary Systems, EST. Attn: WINNERS Administrative Offices
Software for Management and Landstrasse 161-163
Accounting of Internet Processing 9494 Schaan/Vaduz
Liechtenstein
This agreement dated the 11th day of FEBRUARY 1999 is between Winners Internet
Network, Inc. (herein referred to as WINNERS), CyberLink Monetary System, EST
(herein referred to as CyberLink) and Licensee (herein referred to as Licensee).
This agreement is hereby considered to be amended to concur with the revised
terms outlined in the documentation signed by Mr. Jesse Cohen of iChargeit of
February 11, 1999 which relate to these specific areas within this Software
Licensing Agreement and which is considered an attachment hereto.
Name of Company: iChargeit
Business Operation: / /Casino / /Sportsbook / /Bingo / /Lottery
/X/CyberMall Shopping
Contact: JESSE COHEN Title: CEO
Tel: 714 969 7135 Fax: 714 969 7035 E-mail: iChargeit@iChargeit.com
Financial Contact: JESSE COHEN Title: CEO
Tel: 714 969 7135 Fax: 714 969 7035 E-mail: iChargeit@iChargeit.com
Technical Contact: JESSE COHEN Title: CEO
Tel: 714 969 7135 Fax: 714 969 7035 E-mail: iChargeit@iChargeit.com
Registered Office Address: 8162 CAPEHOPE CIRCLE, SUITE 201 HUNTINGTON BEACH,
CA 92646
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LICENSING FEES:
One Time License Fee:
Ten thousand..........................................................$10,000 Dollars
Payable as follows:
$ 5,000 Deposit upon signing of this agreement pending approval.
Funds will be applied toward License fee if approved.
Funds will be returned if approval is denied.
$ 5,000 Upon written notification of Licensee's approval.
All payments totaling $10,000 shall be wired as instructed to the
benefit of CyberLink Monetary System, EST.
LICENSEE'S OPERATING SYSTEM
System Manufacturer: __________________________________________________________
License Expiry Date: __________________________________________________________
Operating System Type/Version:_________________________________________________
Serial Number(s) of Licensed Processor(s):
Processor 1____________________________________________________________________
Processor 2____________________________________________________________________
Processor Type: / / License Type: Single / / Processor/Multiple
/ / Processor/Site License / / Multiple Site License
/ / National License
The above Particulars and the grant and acceptance of the License, Special
Conditions (if any) and Conditions attached to this form are hereby agreed and
the Client hereby undertakes to pay the fees stated in the above Particulars.
For CyberLink Monetary Systems, EST.
Dr. R.J. Proksch Director
--------------------------------------------------------------
Print Name Title
/s/ R. J. Proksch 12/3/99
--------------------------------------------------------------
Signature Dated
For The Licensee:
Jesse Cohen iChargeit CEO
--------------------------------------------------------------
Print Name Title
/s/ Jesse Cohen 3/12/99
--------------------------------------------------------------
Signature Dated
For Winners Internet Network, Inc.
David K. Skinner Jr. CEO
--------------------------------------------------------------
Print Name Title
/s/ David K. Skinner
--------------------------------------------------------------
Signature Dated
SPECIAL CONDITIONS:
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GRANT OF LICENSE FOR WINNERS SOFTWARE PRODUCT
WINNERS hereby grants to the Client named in the attached Particulars (the
"Client") a non-exclusive non-transferable License to process data by means of
the Program Product(s) named in the Particulars ("the Software"). WINNERS
warrants that they have the exclusive use of the proprietary software for all
Internet Shoppers, Players, Vendors and Casino Link Systems providing total and
complete management and accounting of all financial transactions representing
the Exclusive Shoppers/Player's Tracking System. It is understood that the term
"Player" shall also mean Internet Shopper. It also provides safe and reliable
currency conversions of worldwide currency for the accessibility of worldwide
transactions based upon currency exchange through its proprietary CyberLink
Monetary System. The "System" will also provide an online virtual Debit Card
System to be coupled with an actual Debit Card Linking and Trust Management
System. These instruments are to be used for the online Internet Shopping and
for the purpose of handling and processing the Internet flow of money providing
detailed audit trails of the flow of transactions and for the administration,
management, and processing of Internet Shopping Transactions.
The License hereby granted is subject to the following conditions, the attached
Special Conditions (if any) and (insofar as they are not inconsistent) WINNERS'
General Conditions which, with the attached Particulars and any documents to
which they or any of the foregoing refer, shall comprise the complete agreement
between WINNERS and the Client relating to the licensing of the Software for the
Client's use, shall replace and discharge all prior representations and
agreements (if any) relating to licensing of the Software, and may only be
varied on the written authority of WINNERS' contracts manager.
It is agreed that the portion of this License that deals with the processing
assumes that favorable and acceptable terms have been reached with CyberLink
Monetary System, EST. for participation and use of the Shopping Downtown
Internet Site. It is expected that the Licensee will develop said site in
accordance with any and all agreements between them and the offices of CyberLink
Monetary System. This is considered to be an integral part of this agreement.
Breach of these terms will result in immediate cancellation of this contract and
forfeiture of all deposits and monies paid by the Licensee.
CONDITIONS
1. EXTENT OF LICENSE
1.1 This license is effective upon receipt by the Client of a
machine-readable copy of the Software and permits loading, use, copying
and disclosure of the Software and of information relating to the
Software but only to the extent necessary for effective processing by
the Client of data in accordance with these conditions and by means of
the Software. The Client shall ensure that all copies of and extracts
from the Software and its associated documentation made or disclosed by
the Client carry WINNERS' copyright notice in the form shown on the
original, or such other copyright notices as WINNERS may specify front
time to time, and shall ensure that no such notice is deleted.
1.2 If this License is designated in the Particulars as a Single Professor
or Multiple Processor License, the Client shall restrict loading and
use of the Software to the Licensed Processor(s) designated in the
Particulars.
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1.3 If this License is designated in the Particulars as a Site or Multiple
Site License, the Client shall restrict loading and use of the Software
to processors located at the Site(s) specified in the Particulars.
1.4 If this License is designated in the Particulars as a National License
the Client may exercise this License on any number of processors within
the Licensed Domicile.
1.5 It is agreed that all Licenses submitted will require full and sole
approval by WINNERS and the CYBERLINK MONETARY SYSTEM, EST. If a
License is not approved, no fees will be due or payable under this
Agreement regarding the License submitted for approval. It is
understood that all License submissions will have to be approved. The
License will not be unreasonably withheld except for due cause such as
unacceptable background, prior criminal records, active investigations,
poor credit history, poor reputation in the community, false or
misleading information on the application, and other such reasons for
due cause. Winners will not be liable for the refusal to accept any
License application and will consider a priority based upon the full
service vs. partial processing services for pecking order approval. No
such approval shall be required for the renewal of this Agreement.
1.6 The Licensee asserts that they or any related party to the ownership of
said License do not have a criminal record.
2. CONFIDENCE AND CONTROL OF THE SOFTWARE
2.1 The Software, all associated documentation, and all copies are secret
and confidential to WINNERS and shall be retained under the effective
control of the Client during the period of this License. Disclosures
shall be limited to those members of the Client's staff (including
temporary staff) who need access to the Software to enable the Client
to exercise this License and who sign written confidence undertakings
addressed to WINNERS which undertakings the Client shall procure and
enforce for WINNERS' benefit. The Client shall take all measures
necessary to maintain confidence and secrecy in the Software during the
period of this License and after its termination, however such
termination may arise.
3. OWNERSHIP OF SOFTWARE
3.1 Subject to the rights granted to the Client by this License, the Client
acknowledges that all and any proprietary rights in the Software
(including but not limited to copyrights, patents, trade marks and
trade secrets) and in all associated documentation and other material
related to the Software in each case now existing or to be developed by
WINNERS or the Client shall remain the sole property of WINNERS.
4. SUBSTITUTED PROCESSORS
4.1 If any Licensed Processor malfunctions so as to render the Software
unusable on it, the Client may temporarily transfer the Software to
another processor provided it is under the Client's direct control. The
Client shall promptly notify WINNERS of the serial number and location,
and the owner and operator's names, of any substituted processor and of
the expected period of temporary use. The Client shall cease the
temporary use as soon as possible and shall promptly notify WINNERS of
such cessation.
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4.2 In the case of Single Processor and Multiple Processor Licenses the
Client may permanently transfer the Software to another processor or
processors equivalent in number to the number of Licensed Processors
stated in the Particulars but conditionally on the Client's first
seeking WINNERS' consent to the transfer, undertaking to observe such
conditions as WINNERS may attach to its consent for the protection of
WINNERS' interest in the Software, and notifying WINNERS of the serial
number(s) of the substituted processor(s) when the transfer has taken
effect.
5. PROHIBITION OF UNAUTHORIZED AND OF DISTRIBUTED PROCESSING
5.1 Except as permitted under a Site, Multiple Site or National License or
in accordance with Conditions 4 above (substituted processors), no part
of the Software shall be loaded into, transmitted to or used on any
processor connected to or communicating with the Licensed Processor(s)
or any processor other than the Licensed Processor(s).
6. INTEGRITY OF THE SOFTWARE
6.1 The Client shall not enhance or vary any part of the Software nor
procure or permit the whole or any part of the Software (whether in its
original or in any enhanced or varied form) to be incorporated into any
other software or computer system.
7. PERSONAL LICENSE
7.1 This License is personal to the Client and the Client shall not assign
or transfer any interest in it or grant any right under it to any third
party or seek to exercise this License for the benefit or on the data
of any third party.
8. INDEMNITIES
8.1 Subject to 9 below, WINNERS warrants to the Client that the Software as
supplied by WINNERS will not infringe any copyright, patent or other
intellectual property right of any third party. Conditionally upon the
Client's promptly giving notice to WINNERS of any claim of alleged
infringement and allowing WINNERS to have sole control of negotiations
on and any defense of the claim, WINNERS shall in its discretion and at
its own cost either compromise or defend the claim and shall hold the
Client harmless from any resulting final judgment, order or settlement.
WINNERS shall have the right to replace or change the Software so as to
avoid infringement and to require the Client to accept a License to use
such replaced or changed software in substitution for this License,
provided that the software as substituted is substantially suitable for
the Client's use.
8.2 WINNERS' maximum liability to the Client under 8.1 above shall not
exceed the Package License Fee paid by the Client and specified in the
Particulars. If WINNERS becomes aware of a potential claim under 8.1
above WINNERS shall be entitled then or at any time thereafter to
discharge its liabilities (including potential, accruing and accrued
liabilities) to the Client under 8.1 above by requiring the Client to
surrender this License and to cease use of the Software upon WINNERS'
paying to the Client a sum equivalent to the maximum amount of WINNERS'
liability as stated above.
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9. PROGRAM FAULTS
9.1 WINNERS' liability for program faults in the Software is limited as set
out in the General Conditions. The Client shall give WINNERS adequate
opportunities to correct reported faults before using or continuing use
of known faulty software.
10. TERMINATION
10.1 The Client shall be entitled to return the Software to WINNERS on or
before the system goes live for processing. The Licensee will have the
opportunity to test and approve prior to Acceptance. Once acceptance is
made and the system is live for processing the fee is no longer
Refundable. No License fee or other charges shall be payable by the
Client in respect of the trial and WINNERS shall refund to the Client
any payment already made by the Client to WINNERS of or on account of
the Package License Fee if rejected during the test phase.
10.2 Subject to 10.1 above and 10.3 below, this License shall continue until
the expiry date, if any, specified then until terminated by surrender
on thirty days' prior written notice by or on behalf of the Client to
WINNERS or until the Client disposes of the Licensed Processor(s)
(whichever shall first occur).
10.3 Notwithstanding 10.2 above this License may be terminated at any time
by immediate notice and termination by WINNERS to the Client in any of
the following circumstances:
10.3.1 if the Client shall expressly or impliedly repudiate this
License by refusing or threatening to refuse to observe any of
the conditions to which this License is subject; or
10.3.2 if the Client shall fail to make payment of any amount due to
and invoiced by WINNERS or to observe any of the conditions to
which this License is subject and, after the Client's
attention has been drawn by notice to such failure, shall fail
to remedy the matter to WINNERS' reasonable satisfaction
within thirty days of the giving of such notice. Upon default
all monies due Winners will be accelerated and the full amount
of any amounts due will be accelerated for immediate payment;
or
10.3.3 if the Client shall have a receiver or administrative receiver
or administrator appointed or shall enter into liquidation
whether compulsory or voluntary or if the Client or any member
of the Client partnership shall be unable to pay its debts as
and when they fall due or any judgment or execution or other
process issued in respect of any judgment against the Client
is unsatisfied for fourteen days, or
10.3.4 if the client is in violation of any territorial law and
conducts business in such illegal territory ALL services
provided by this agreement will IMMEDIATELY terminate and The
Client WILL IMMEDIATELY forfeit all amounts paid for License
and or deposited.
10.4 On expiry, surrender or other termination of this License, however such
termination may arise, the Client shall cease to load, store, copy or
use the Software, shall delete the Software from the Licensed
Processor(s) and at WINNERS' option shall either surrender the Software
and all documentation and other related materials to WINNERS or shall
destroy the Software with all documentation and other related materials
and deliver to WINNERS a certificate of comprehensive destruction. The
Client shall continue after termination to observe and
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enforce confidence and secrecy in respect of the Software and its
documentation and related materials for the benefit of WINNERS, and
however termination may occur it shall not prejudice any Right of
action or remedy which may have accrued prior to termination.
11. LIMITATION OF LIABILITY AND INDEMNITY
11.1 The Client's attention is drawn to the limitation of liability and
indemnity provisions contained in the attached General Conditions to
which this License is subject.
12. PRODUCT AND SERVICES
A. Full Program
These fees for processing also include the processing costs of the shoppers bank
card in addition to the complete management and accounting service for the
Vendor:
- Processing In: - Money from Players Debit Account to the Licensee's
site and Debit/Credit Card Processing:
Rate: 5.5%
- Withdrawals from the Licensee's site back to the Debit Account for
payment to Vendor or return to Customer Debit Account:
Rate: 2.5%
Additional programs as created by WINNERS and are accepted by the Licensee.
13. FEES FOR PRODUCT AND PROCESSING SERVICES:
License fees:
All Licensees are assessed an initial one-time licensing fee of USD
$10,000. Each year thereafter, Licensee will be assessed an annual fee of
$10,000 for maintenance of the License which will include all upgrades
and/or new versions of their software to meet industry technical and
graphic advances.
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Dates Referenced Herein and Documents Incorporated By Reference
Referenced-On Page
This 10SB12G Filing Date First Last Other Filings
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2/11/99 1
Filed On / Filed As Of 1/4/0
