Exhibit 4.41

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