SKALA SERVICES N.V.

END-USER LICENSE AGREEMENT

IMPORTANT THIS WEBSITE OPERATES A GAMING SOFTWARE PLATFORM (THE "SOFTWARE") OWNED AND MAINTAINED BY LONDON BRIDGE SOFTWARE PROVIDERS LTD. (THE "VENDOR") UNDER A LICENSE FROM VENDOR. A CONDITION TO YOUR DOWNLOADING OR OTHERWISE USING THE SOFTWARE IS THAT YOU ENTER INTO THE FOLLOWING LEGALLY BINDING AGREEMENT WITH US, SKALA SERVICES N.V., WHICH GOVERNS YOUR USE OF THE SOFTWARE.

 

SKALA SERVICES N.V. IS A CORPORATION INCORPORATED UNDER THE LAWS OF CURACAO AND IS FULLY LICENSED AND REGULATED BY THE LAWS OF THAT COUNTRY FOR THE PURPOSE OF OPERATING A VIRTUAL CASINO ON THE INTERNET.

 

PLEASE READ THIS AGREEMENT CAREFULLY, TO MAKE SURE YOU FULLY UNDERSTAND ITS CONTENTS. IF YOU HAVE ANY DOUBTS ABOUT YOUR RIGHTS AND OBLIGATIONS RESULTING FROM THE ACCEPTANCE OF THIS AGREEMENT, DO NO DOWNLOAD INSTALL OR OTHERWISE USE THIS SOFTWARE.

 

BY CLICKING THE "I AGREE" BUTTON WHEN LAUNCHING THE SOFTWARE, YOU AGREE TO THE USE OF ELECTRONIC COMMUNICATIONS IN ORDER TO ENTER INTO THIS CONTRACT, AND YOU WAIVE ANY RIGHTS OR REQUIREMENTS UNDER APPLICABLE LAWS OR REGULATIONS IN ANY JURISDICTION WHICH REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE, TO THE EXTENT PERMITTED UNDER APPLICABLE MANDATORY LAW; YOU ALSO CONFIRM THAT YOU HAVE READ AND UNDERSTOOD THE ENTIRETY OF THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

 

IF YOU DO NOT AGREE WITH OR UNDERSTAND ANY OF THE TERMS OF THIS AGREEMENT, DO NOT CLICK THE "I AGREE" BUTTON WHEN LAUNCHING THE SOFTWARE AND DO NOT CONTINUE TO DOWNLOAD, INSTALL OR OTHERWISE USE THE SOFTWARE.

 

1. DEFINITIONS

 

The following words and terms, when used in this Agreement, shall have the following meanings, unless the context clearly indicates otherwise:

 

1.1. "Online Casino" or “Casino” means Our Internet Casino Games gaming system on the Website, and related services activities in support thereof offered on the Website. The online Online Casino offered on the Website is offered by Skala Services N.V. and not by the Vendor.

 

1.2. “Casino Games” means those games, whether played for real money or not, available on or through the Website excluding poker games or any games of skill or mixed chance and skill.

 

1.3. "Software" means the Software required to be downloaded, accessed or otherwise utilized by You, the user, from the Website for the purpose of participating in the Online Casino, including the related documentation and including any enhancements, modifications, additions, translations or updates to such Software.

 

1.4. "You", "Your" and similar terms mean the user of the Software downloaded from the Website.

 

1.5. "Us", "We", "Our" and similar terms mean Skala Services N.V.

 

1.6. "Website" means any sites on which the Online Casino is operated or accessible via links or in any other way.

 

1.7. "IP Rights" means any and all intellectual property rights, of all types or nature whatsoever, including, without limitation, patent, copyright, design rights, trade marks, data base rights, applications for any of the above, moral rights, know-how, trade secrets, domain names, URL, trade names or any other intellectual or industrial property rights (and any licenses in connection with any of the same), whether or not registered or capable of registration, and whether subsisting in any specific country or countries or any other part of the world.

 

2. LICENSE TO USE THE SOFTWARE; RESTRICTIONS

 

2.1. We hereby grant to You a limited, personal, non-transferable, non-exclusive, worldwide (except as noted below) license to download, access and otherwise utilize the Software on Your computer, for the sole purpose of participating in the Online Casino.

 

2.2. This license applies only to the object code of the Software (i.e., the compiled, assembled, or machine executable version of the Software) and does not grant You any rights whatsoever with respect to the source code of the Software.

 

2.3. In addition, this license does not apply to certain territories, identified by Us from time to time; currently, this license does not apply to Malta, Curacao and the following United States of America: Illinois, Indiana, Louisiana, Montana, Nevada, Oregon, South Dakota, Washington. IT IS YOUR DUTY TO CONSULT AND CHECK THE WEBSITE REGULARLY FOR THE MOST UP TO DATE LIST OF EXCLUDED TERRITORIES.

 

2.4. We reserve any and all rights not expressly granted in Section ‎2.1 above. In addition, You are not permitted to, and You agree not to permit or assist others to:

 

2.4.1. use, copy, modify, create derivative works from or distribute the Software, any part of it, or any copy, adaptation, transcription, or merged portion of it;

 

2.4.2. decode, reverse engineer, disassemble, decompile or otherwise translate or convert the Software or any part of it;

 

2.4.3. transfer, loan, lease, assign, rent, or otherwise sublicense the Software;

 

2.4.4. remove any copyright, proprietary or similar notices from the Software (or any copies of it);

 

2.4.5. operate the Software or any part of it for the benefit of or on behalf of any third party, including by way of "bulletin board", online service or remote dial-in, application service providers, internet service providers, timesharing arrangements, outsourcing services or bureau services; or

 

2.4.6. copy or translate any user documentation provided online or in electronic format.

 

2.5. You acknowledge and agree that all IP Rights, title and interest in and to the Software, including in and to any modification, enhancement, adaptation, translation or other change of or addition to the Software, belong exclusively to the Vendor, even if developed based on ideas, suggestions or proposals by You or any other third party. You irrevocably assign to the vendor all right, title, and interest You may have or may acquire in and to all such rights, including, without limitation, patent, copyright, trademark, trade secret or know how, and You agree to sign and deliver to the vendor such documents as vendor considers desirable as evidence or to effect the assignment of all the aforesaid rights to the vendor. You agree not to, directly or indirectly, attempt to invalidate for any reason whatsoever, or assert, or assist the assertion by others, that the rights, title or interest in the Software belong to any third party other than the Vendor, or that they infringe the IP Rights of others.

 

3. YOUR DUTY TO EXAMINE LEGALITY OF USE

 

You confirm that You are older than 18 years, and in any event of legal age as determined by the laws of the country or territory where You live. You also confirm that You are aware of the legal issues relating to the operation of online gambling internet sites, and that You understand that We and the Vendor are not warranting in any way or manner that the use of the Software for the purposes of gambling, as such term is commonly understood in the industry, is legal in any jurisdiction.

 

3.1. The Casino is restricted to individuals of legal age of majority as determined in the jurisdiction in which the individual resides. You cannot play under any circumstances if You are not legal age of majority as determined in the jurisdiction in which You reside.

 

3.2. Given the changes in the legal requirements in various jurisdictions, You undertake to examine the legality of Your participation on the Online Casino and use of the Software in each jurisdiction that is applicable to You and to do the same only in compliance with all laws and orders of any competent authority applicable to You from time to time and place to place.

 

3.3. We make no representations or warranties, implicit or explicit, as to Your legal right to participate in the Casino nor shall any of Our employees, licensees, distributors, wholesalers, affiliates, subsidiaries, advertising, promotion or other agencies, media partners, agents or retailers have the authority to make any such representations or warranties.

 

4. DISCLAIMER OF WARRANTIES

 

THE SOFTWARE IS MADE AVAILABLE TO YOU HEREUNDER ON AN "AS IS" BASIS, WITHOUT ANY UNDERTAKINGS, WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE.

 

WE AND THE VENDOR, AND ALL OF THEIR AFFILIATES AND RELATED PARTIES, HEREBY EXCLUDE AND DISCLAIM ANY AND ALL IMPLIED TERMS, CONDITIONS AND WARRANTIES (INCLUDING ANY WARRNATY OF MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR ANY PARTICULAR PURPOSE), AND, WITHOUT LIMITING THE GENERALITY OF THE AFORESAID, WE DO NOT WARRANT, AMONG OTHER THINGS, THAT (A) THE SOFTWARE WILL BE NON-INFRINGING, OR THAT (B) THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE IS VIRUS-FREE; OR THAT (C) THE SOFTWARE IS OF SATISFACTORY QUALITY OR FIT FOR ANY PARTICULAR PURPOSE; OR THAT (D) USE BY YOU OF THE SOFTWARE WITH ANY OTHER SOFTWARE, OR WITH INAPPROPRIATE HARDWARE, WILL NOT CAUSE ANY DISTURBANCE TO THE SOFTWARE OR TO SUCH OTHER SOFTWARE.

 

IN THE EVENT OF COMMUNICATION OR SYSTEM ERRORS OCCURING IN CONNECTION WITH THE SOFTWARE, NEITHER WE NOR THE VENDOR NOR THEIR AFFILIATES AND RELATED PARTIES WILL BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY COSTS, EXPENSES, LOSSES OR CLAIMS ARISING OR RESULTING FROM SUCH ERRORS.

 

NEITHER WE NOR OUR AFFILIATES AND RELATED PARTIES WILL BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR PAYMENTS MADE TO YOU AS A RESULT OF A DEFECT OR ERROR IN THE SOFTWARE, OR IN CONNECTION WITH ANY CLAIM OR DEMAND MADE BY THE VENDOR OR ANY THIRD PARTY FOR THE RETURN OF SUCH PAYMENTS OR OTHERWISE IN CONNECTION WITH SUCH PAYMENTS.

 

5. CONFIDENTIALITY

 

The Software includes non-public and confidential information, which is secret and valuable to Us or the Vendor. You agree, as long as You use the Software and thereafter, to (a) keep all such confidential information strictly confidential; (b) not to disclose such confidential information to a third party, and not to use such confidential information for any purpose other than participating in the Online Casino. You further agree to take all reasonable steps at all times to protect and keep confidential such confidential information.

 

6. YOUR WARRANTIES AND REPRESENTATIONS

 

You warrant and represent to Us that:

 

6.1. You are not a resident of any of the excluded territories listed in Section ‎2.3 above; and

 

6.2. You have examined the legality of Your participation in the Online Casino and use of the Software in each jurisdiction that is applicable to You, and have found the same to be legal in such jurisdictions under all applicable laws and orders of any competent authority. You agree that You are responsible for verifying and abiding by the laws governing gambling in the place where the Software is used and that Skala Services N.V. is not able to verify the legality of the Service in any jurisdiction where it may be used and it is Your responsibility to verify such matters.

 

7. CHANGES TO THIS AGREEMENT

 

7.1. We may make changes to this agreement at any time, at Our sole discretion. Such changes will take effect from the date specified by Us on the Website, whether or not We have notified You specifically of such changes. It is important, therefore, that You log in to the Website from time to time to check to see whether there is a notification of change.

 

7.2. You agree to be solely responsible for becoming informed of such changes. If You continue to use the Website or the Online Casino after the effective date of certain changes (regardless of the way We have notified You of such changes), You agree to be bound by those changes whether or not You have had actual notice of, or have read, the relevant changes. If You do not agree to be bound by relevant changes, You do not download, install or otherwise use the Software and do not continue to use the Website or the Online Casino any further.

 

8. TERM AND TERMINATION

 

8.1. This agreement is effective, and binding upon You, from the moment of Your acceptance by clicking on the "I agree" button, and shall remain in force unless terminated in accordance with the provisions hereof.

 

8.2. You may terminate this agreement with immediate effect at any time, subject to the terms of clause 8.4. Termination by You shall be effected by sending Us written notice of the termination of Your participation in the Website and the Online Casino and closure of Your account with Us.

 

8.3. We may terminate this agreement with immediate effect at any time, by written notice to You.

 

8.4. Upon any termination of this agreement, whether by Us or by You, You agree and acknowledge that (i) Your rights to use the Software shall immediately terminate, and (ii) You will cease any and all use of the Software, and (iii) You will remove the Software from Your computers, hard drives, networks and other storage material.

 

9. NO CLAIMS AGAINST VENDOR OR NETWORK OPERATOR; LIMITATION OF LIABILITY

 

9.1. You understand and agree that We will be solely responsible to You under this agreement, and while Your commitments under this agreement are also for the benefit of the Vendor, its affiliates and related parties (and can therefore be enforced by them too), the Vendor, its affiliates and related parties are not parties to this agreement and will not be liable for any damages of any kind whatsoever caused to You or any third party, regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise.

 

In addition, while this website is operated as part of a Network. You understand and agree that Your commitments which relate to Your use of the Casino software under this agreement are not for the benefit of the Network operator, its affiliates and related parties (and cannot therefore be enforced by them), the Network operator, its affiliates and related parties are not parties to this agreement and will not be liable for any damages of any kind whatsoever caused to You or any third party, regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise.

 

9.2. You are free to choose whether to download and use the Software. If You do so, You acknowledge that You do it with the full understanding of this agreement, including the provisions of this Section ‎9, and at Your own risk. IN NO EVENT SHALL WE OR THE VENDOR OR NETWORK OPERATOR OR ANY OF THEIR AFFILIATES AND RELATED PARTIES, IN AGGREGATE:

 

9.2.1. BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL OR SPECIAL DAMAGE OR LOSS OF ANY KIND WHATSOEVER; OR LOSS OF BUSINESS, PROFITS, REVENUE, CONTRACTS OR ANTICIPATED SAVINGS; OR LOSS OR DAMAGE ARISING FROM ANY LOSSES OCASSIONED TO YOU HOWEVER ARISING; or

 

9.2.2. BE LIABLE TO YOU WITH RESPECT TO ANY AND ALL CLAIMS AT ANY AND ALL TIMES ARISING FROM OR RELATING TO THIS AGREEMENT, HOWSOEVER ARISING UNDER CONTRACT OR ANY THEORY OF LAW, FOR DAMAGES EXCEEDING THE LOWER OF (A) THE AMOUNT DEPOSITED BY YOU WITH US AND USED BY YOU FOR GAMING PURPOSES, OR (B) 1,000 EURO (ONE THOUSAND EURO).

 

10. PROVISIONS REGARDING CASINO GAMES

 

10.1 Employees of the Company, its licensees, distributors, wholesalers, affiliates, subsidiaries, advertising, promotion or other agencies, media partners, retailers and members of the immediate families of each are not eligible to participate in the Casino Games.

 

10.2 It is Your responsibility to ensure that You understand the rules and procedures of the Casino Games and online gaming in general before You play any such games.

 

10.3 The Casinos Games are for entertainment value only. No purchase is necessary or required to play the Casino Games. You may play without betting money if You wish. Any participation in the Casino Games is at Your sole option, discretion and risk. By playing the Casino Games, You acknowledge that You do not find the Casino Games or the Online Casino to be offensive, objectionable, unfair, or indecent.

 

10.4 Should You choose to play Casino Games for money; only purchases in US Dollars (USD) will be accepted. All of the Online Casino's secure transactions are recorded. In the event that You make a credit card purchase and are unable to see the credits in Your account, we will be able to validate the purchase and will refund Your card or credit Your account where applicable.

 

10.5 The License granted herein is subject to You only playing Casino Games for Your own personal entertainment and non-professional use. Any other entrance, access, use or reuse of the Casino Games or the Website is strictly prohibited.

 

10.6. You acknowledge that in registering for and using the Casino Games You must provide Us with certain personal details about You. While We will keep this information confidential, You agree that it may be necessary, from time to time, for Us to disclose certain of these details to Our affiliated third parties and You consent to such disclosures.

 

10.7. Before downloading the Software and by playing the Casino Games You warrant and represent to Us that: i. You are not a resident of a restricted territory as set out above; ii. You are not restricted by limited legal capacity; iii. You are not classified as a compulsive gambler; iv. All details which You give or have given in the process of registering with the Online Casino are accurate and that You will continue to update such details should there be any changes. v. You are fully aware of the fact that there is a risk of losing money through the use of the Software to play Casino Games on the Online Casino; vi. You are not depositing funds originating from criminal and/or unauthorized activities; vii. You are not otherwise conducting criminal activities and/or intending to utilize any part of the Website in connection with such activities. You are not using or intending to allow any other person to use the Online Casino or Your player account on the Online Casino for any prohibited or unlawful activity, including but not limited to, fraud or money laundering, under any applicable law in particular to Your jurisdiction and the laws that apply to us; viii. The debit/credit card details supplied by You in the registration process are those of the registered account holder and the card has not been reported as lost or stolen.

 

10.8. We reserve the right to cancel Your account for any reason whatsoever at any time without notice to You. Any balance in Your account at the time of such cancellation will be credited to Your credit card and/or sent to You by cheque. However, We reserve the right, in our unfettered discretion, to void any winnings and confiscate any balance in Your account with the Website in any of the following circumstances:

 

i. If You have more than one active account for the Casino Games; ii. If the name on Your Casino Games account does not match the name on the credit card(s) used to make purchases on Your Casino Games account; iii. If You participate in a Casino promotion and withdraw before fulfilling the requirements of that particular promotion; iv. If You provide incorrect or misleading registration information; v. If You are not of legal age; vi. If You reside in a jurisdiction where participation in the Casino Games or any of them is prohibited by law; vii. If You have allowed or permitted (intentionally or unintentionally) someone else to play on Your Casino account; viii. If You have not played the Casino Games on an individual basis for personal entertainment only (that is, You have played in a professional sense or in concert with other player(s) as part of a club, group, etc.); ix. If You have 'charged back' any of the purchases made with Your credit card on Your Casino account; x. If You are found cheating or if it is determined by the Company that You have employed or made use of a system (including machines, computers, software or other automated systems) designed specifically to defeat the Casino Games or the Software; OR xi. If We should become aware that You have played at any other on-line Casino under any of the circumstances set out at i) to x) above.

 

10.9 We reserve the right to e-mail You with any announcements or offers that We feel may be of interest to You so long as You are included in the casino mailing list for the Online Casino. If You do not wish to receive these mailings, You may unsubscribe from the list; however, by doing so You will be unable to receive any bonus information delivered by e-mail.

 

10.10. We reserve the right to pay out all winnings at a maximum rate of two thousand, five hundred dollars (USD $2,500) a week. Any winnings in excess of eight thousand dollars a week will be paid out at the same weekly rate until perfect payment.

 

10.11 Prior to releasing any winnings to You, the Company reserves the right to conduct a security review and to require You to provide such identification or other information or documentation as the Company, in its unfettered discretion, deems necessary. If You fail to comply with any security request, the Company reserves the right to void any winnings in Your account.

 

10.12 By accepting any prize and/or winnings from the Company, You consent to the use of Your name and/or likeness for advertising and promotional purposes without additional compensation except where prohibited by law. Further, You acknowledge and agree that You may be required to attend a public relations event at the direction and expense of the Company, without further compensation to You.

 

10.13 If You have any dispute with regard to any outcome in the Game, You must submit Your complaint to the Company in writing within fourteen (14) days. In the event of a discrepancy between the result showing on Your Casino software and the Casino's server software, the result showing on the Casino's server software shall be the official and governing result of the Game.

 

10.14 You are solely responsible for any applicable taxes on any prizes and/or winnings that You collect from the Company.

 

10.15 We reserve the right, in its sole discretion and without notice to You, to add new activities or games to the Casino or to discontinue any activity or game of the Casino at any time.

 

10.16 If You do not log onto Your Casino account for a period of 180 days, any balance in Your account will be forfeited to the Company.

 

10.17 You are solely responsible for keeping Your account number and password secure and secret. You shall not allow any other person or third party including, without limitation, any minor, to use or reuse Your account, access and/or use any materials or information from the Web site, accept any Prize, or participate in the Games. You are solely responsible for any purchases and/or losses that may occur on Your account.

 

10.18 We shall not be required to maintain user names or passwords if Player misplaces, forgets, loses, or is otherwise unable to enter the Casino because of anything other than the Company's error.

 

10.19. We shall not be liable for computer malfunctions nor attempts by Player to participate in the Game by methods, means or ways not intended by the Company.

 

10.20 If You are found to be cheating or attempting to defraud the Game, the Company reserves the right to publicize Your actions together with Your identity and e-mail address, as well as to circulate this information to other casinos, banks, credit card companies, and appropriate agencies. If You make libelous statements with regard to the Company's operation, the Company reserves the right to block Your account without notice and take any legal action necessary in order to safeguard the Company's reputation.

 

10.21 You shall hold the Company, its employees, officers, directors, licensees, distributors, wholesalers, affiliates, subsidiaries, advertising, promotion or other agencies, media partners, agents and retailers harmless and shall fully indemnify same from any and all costs, expenses, liabilities and damages whatsoever that may arise as a result of: (i) Your entry, use, or reuse of the Web site, (ii) Your use of any materials at the Web site, (iii) Your entry, use, or reuse of the Casino's server, (iv) Your participation in the Game, or, (v) Your acceptance of any prize.

 

10.22 Materials of the Game (whether electronically obtained or obtained by other means) are automatically void if counterfeited, mutilated, forged, altered or tampered with in any way, if illegible, mechanically or electronically reproduced, obtained outside authorized legitimate channels or if they contain printing, production, typographical, mechanical, electronic or any other errors. Liability for materials of the Game containing any error is limited to replacement of same.

 

10.23 Any and all materials submitted for prize claims become the property of the Company and will not be returned. We are not responsible for lost, late, illegible, incomplete, damaged, mutilated, misdirected, or postage due mail, requests, prize claims or entries.

 

10.24 We reserve the right to amend these Terms and Conditions at any time without notice to You. Such amendments will be effective immediately upon being posted in this 'Terms and Conditions' section of the Company's Web site. It is Your responsibility to review the Terms and Conditions on a regular basis.

 

11. GENERAL PROVISIONS

 

11.1. Governing Law. The construction, validity and performance of this agreement will be governed by the laws of Curacao.

 

11.2. Competent Courts. Any legal proceedings arising out of or relating to this agreement will be subject to the jurisdiction of the courts of Curacao. However, this shall not prevent Us from bringing any action in the court of any other jurisdiction for injunctive or similar relief.

 

11.3. Severability. The illegality, invalidity or enforceability of any part of this agreement will not affect the legality, validity or enforceability of the remainder.

 

11.4. Language. The English language version of this agreement will prevail over any other language version issued by Us.

 

11.4.1. No assignment by You. You are not allowed to assign this agreement or any rights or obligation hereunder to any other party.

 

11.4.2. Priority. This agreement shall prevail in the event of any conflict between the terms and conditions herein and any other agreement or document referred to herein or used in connection with the Software.

 

11.4.3. Notices. You agree to receive communications from Us in an electronic form. Electronic communications may be posted on the pages within the Website or the messages/help files of Your client application, or delivered to Your e-mail address. All communications in either electronic or paper format will be considered to be in "writing" and to have been received no later than five business days after posting or dissemination, whether or not You have received or retrieved such communication. We reserve the right, but assume no obligation, to provide communications in paper format. Any notices required to be given in writing to Us or any questions concerning this agreement should be addressed to support@skalaservices.com.

 

12. Use of this software implies acceptance of these terms, which shall remain in force indefinitely. For the avoidance of doubt it is agreed that You are bound by this Agreement if You use the Online Casino or the Website or the Software in any way, including, but not limited to, initiating or making a deposit through Your Account or submitting Your deposit details to us.

 

The terms and conditions contained herein represent the complete, final and exclusive agreement between You and the Company and supersede and merge all prior agreements, representations and understandings between You and the Company.