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Exhibit 4.41

 

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END USER LICENSE AGREEMENT

Contract No. EULA-010404

 

This agreement (“Agreement”), effective as of April 1, 2004 (the “Effective Date”), is made by and between Grand Virtual, (Alderney) Limited, a Alderney corporation (“Grand Virtual”), having its registered office at York House, Victoria Street, Alderney, and ultra Internet Media, S.A. a Nevis corporation, having its registered address at Viera Grant & Associates, Chambers, #10 Solomon’s Arcade, Charlestown, Nevis (“Licensee”).

 

Background

 

Licensee wishes to operate one or more Internet-based entertainment sites (e.g games of chance, games of skill, multi-player games, affiliate networking, social networking and secure financial transactions, all such sites collectively, “Licensee’s Site”) by employing software developed by Grand Virtual. Grand Virtual has developed software, including database managers and online systems, for the operation of Internet-based entertainment sites, and Licensee desires to obtain, and Grand Virtual desires to grant, a license to use such software.

 

NOW THEREFORE, in consideration of their respective promises and obligations set forth in this Agreement and intending to be legally bound, the parties hereto agree as follows:

 

1. Definitions. In this Agreement, the following terms shall have the following meanings:

 

1.1. “Calculation Period” means each calendar month or part of a calendar month commencing on or after the Site Start Date and during the term of this Agreement.

 

1.2. “Server” is a computer connected to the Internet and containing server side components of the Software that perform game simulating, accounting, payment processing and administrative tasks.

 

1.3. “Inflow” is the total amount received by Licensee as proceeds from sales originating from the Licensee’s Site before processing fees or reserve withholdings.

 

1.4. “Intellectual Property Rights” means all copyrights, trademarks, trade secrets, patents, mask works and other intellectual property rights recognized in any jurisdiction worldwide, including all applications and registrations with respect thereto.

 

1.5. “Grand Virtual’s Technical Expertise” is the scope of knowledge and skill possessed by Grand Virtual and its personnel in the development, improvement and maintenance of computer software, hardware, Internet web sites, Internet-based games, Internet-based commerce, online banking and credit card processing, and the like, that is helpful in the operation of an Internet-based site.

 

1.6. “Gross Revenues” are Total Inflows during a Calculation Period”.

 

1.7. “Site Start Date” is the date on which Licensee first actually receives money for play on Licensee’s Site.

 

1.8. “Software” means Grand Virtual’s customized client-server system that enables users of Windows-based PCs connected to the Internet to engage in services provide by Licensee’s sites and allows Licensee to monitor and administer transactions.

 

1.9. “Software Royalties” are payments made on a periodic basis by Licensee to Grand Virtual for the right to continue using the Software as permitted by the license granted in this Agreement.

 

1.10. “Use” means the installation and operation of the Software on the Server. “Use” specifically does not include the right to distribute sublicense, reproduce, translate, modify, improve, adapt, enhance, add to or prepare derivative works of the Software.

 

2. Grant of License.

 

2.1. In consideration of Licensee’s payment of the amounts provided for herein and Licensee’s covenants contained herein, and subject to compliance by Licensee with the terms hereof, Grand Virtual hereby grants to Licensee a non-exclusive, non-transferable, worldwide and perpetual (unless terminated as provided herein) license to Use the Software. Licensee shall be entitled to use consultants, contractors and agents in exercising the foregoing license.

 

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3. Intellectual Property .

 

3.1. Grand Virtual shall retain exclusive ownership of all worldwide Intellectual Property Rights in and to the Software, and all rights with respect to the Software not expressly granted to Licensee in this Agreement are expressly reserved for Grand Virtual.

 

3.2. Licensee shall not attempt to disassemble, decompile, reverse engineer or otherwise discover the source code for the Software, or otherwise duplicate or exploit the Software, without Licensee’s written permission or as otherwise permitted under the law.

 

3.3. Licensee is required to display Grand Virtual’s trade name and/or trademark (the “Grand Virtual Trademark”) to identify that the Software is “Powered by Grand Virtual.” Except for the foregoing, Licensee shall not use any of Grand Virtual’s trade names, trademarks, service marks or other designation(s) for any purpose without express written permission by the Grand Virtual.

 

4. Confidentiality .

 

4.1. Neither party shall use or disclose the other’s Confidential Information (as hereinafter defined) except as expressly authorized by this Agreement, and shall protect all such Confidential Information using the same degree of care that such party uses with respect to its own proprietary information, but in no event with safeguards less than a reasonably prudent business would exercise under similar circumstances. Each party’s obligations regarding the protection of Confidential Information shall survive any expiration or termination of the Agreement. Each party shall take prompt and appropriate action to prevent or remedy any unauthorized use or disclosure of the Confidential Information.

 

4.2. If any Confidential Information must be disclosed to any third party by reason of any legal, accounting or regulatory requirement beyond the reasonable control of Licensee, Licensee shall promptly notify Grand Virtual of such requirement, permit Grand Virtual (at its own expense) to seek an appropriate protective order, and cooperate with Grand Virtual in its efforts to do so.

 

4.3. “Confidential Information” means (i) the Software; (ii) the technology, ideas, know how, documentation, processes, algorithms and trade secrets embodied in the Software; and (iii) any other information, whether disclosed orally, visually or in written or digital media, that is identified as “confidential,” “proprietary,” or similarly at the time of such disclosure. Confidential Information shall not include any information that is (a) published or otherwise available to the public other than by breach of this Agreement by Licensee; (b) rightfully received by Licensee from a third party without confidential limitations; (c) independently developed by Licensee as evidenced by appropriate records; (d) known to Licensee prior to its first receipt of same from Grand Virtual as evidenced by appropriate records; (e) hereinafter disclosed by Grand Virtual to a third party without restriction on disclosure; or (f) approved for public release by written authorization of Grand Virtual.

 

5. Support

 

5.1. Grand Virtual is not responsible for any support or operational services except for those specified in Schedule A.

 

6. License Fees and Software Royalties .

 

6.1. Licensee will pay Grand Virtual the amounts and on the terms specified in Schedule B.

 

6.2. The amounts specified in Schedule B do not include any applicable sales, use, value added or other excise tax. Licensee shall pay or, if paid by Grand Virtual, reimburse Grand Virtual for all such taxes based on this Agreement or amounts payable hereunder (but not any taxes based upon Grand Virtual’s gross revenues or net income), together with any interest on such taxes if not due to Grand Virtual’s delay. All payments and amounts due hereunder shall be paid without deduction, set-off or counter claim, free and clear of any restrictions or conditions, and without deduction for any taxes, levies, imposts, duties, fees, deductions, withholdings or other governmental charges. If any deduction is required to be made by law, Licensee shall pay in the manner and at the same time such additional amounts as will result in receipt by Grand Virtual of such amount as would have been received by Grand Virtual had no such amount been required to be deducted. If Licensee is claiming sales or use tax exemption, a certified tax exempt certificate that effectively exempts Grand Virtual from such tax must be attached to this Agreement or applicable purchase order submitted by Licensee.

 

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6.3. Amounts not paid when due shall be subject to interest at one and one-half percent (1-1/2%) per month or, if less, the maximum rate of interest allowed by law, calculated from the due date. If any amount is not paid when due hereunder, Grand Virtual shall be entitled to recover from Licensee the costs and expenses incurred in connection with collecting the same (including without limitation costs of investigation and attorneys fees).

 

7. Warranties, Representations and Covenants .

 

7.1. Grand Virtual warrants that the Software will perform substantially in compliance with the applicable documentation during the term of this agreement. If during the term of this Agreeme


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