Exhibit 10.8
SOFTWARE DEVELOPMENT AGREEMENT FOR SKILL-BINGO
THIS AGREEMENT is made as of the 1st day of May 2001.
BETWEEN:
XXXXX.XXX (CANADA) ENTERPRISES INC., a limited liability company
incorporated under the laws of Canada and having its principal office
at 3rd Floor, 0000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx,
X0X 0X0
(the "COMPANY")
AND:
MOSHPIT ENTERTAINMENT INC., a limited liability company incorporated
under the laws of Canada, and having its principal office at 3rd
Floor, 0000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0
(the "DEVELOPER")
BACKGROUND:
A. The Company wishes to develop a computer program that incorporates the
design concepts and specifications as defined in Schedule A and that
operates efficiently over the Internet.
B. The Company wishes to retain the Developer to develop the Program based on
specifications and criteria to be determined by the Company.
AGREEMENTS:
In consideration of the premises and mutual covenants and agreements set forth
in this Agreement, the Company and the Developer agree as follows:
1. DEFINITIONS & INTERPRETATION
1.1 DEFINITIONS. In this Agreement:
"ALPHA COPY" means a working, playable version of the Program with
fully-rendered graphics and sound that the Developer believes in good faith
implements 85% or more of the features required for final acceptance;
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"BETA COPY" means a working version of the Program recorded in executable
form on the specified medium with any necessary supporting software and
data, which has been fully tested by the Developer prior to delivery and
which the Developer believes in good faith to be bug free and to implement
fully all functions called for in the Specifications;
"CONFIDENTIAL INFORMATION" has the meaning set out in section 7.1;
"CONVERSION" means the Program as modified for use on a computer or
delivery technology other than the platform or platforms set forth in
Schedule A;
"COST OF GOODS" means the actual cost to the Company of program media,
manuals, and other collateral materials, packaging materials,
manufacturing, and shipping costs for the Products;
"DELIVERABLES" means the deliverable items contracted for, which are set
out in the Development Schedule;
"DEVELOPMENT SCHEDULE" is set out at Schedule B to this Agreement, which
lists the Deliverables;
"EFFECTIVE DATE" means the date of this Agreement;
"FINAL COPY" means a non-copy protected and unencrypted disk master of the
Program, recorded in executable form on the specified medium with any
necessary supporting software and data, as to which all development work
under this Agreement, and corrections to the Beta Copy, have been completed
and which, prior to the delivery thereof to the Company, the Developer
believes in good faith to conform in all respects to the Specifications;
"PAYMENT SCHEDULE" is set out in Schedule B to this Agreement;
"PROGRAM" means the software program described in the Recitals and the
Specifications;
"PRODUCT" means an object code copy of the Program, together with
associated packaging, manuals, and collateral materials;
"SOURCE MATERIALS" means:
(a) all source code, documentation, notes, software tools, development
aids, technical documentation, and other materials provided to the
Developer by the Company for use in developing the Program; and
(b) the source code, documentation, notes, and other materials which are
produced or created by the Developer during the development of the
Program, in such internally documented form as is actually used by the
Developer for development and maintenance of the Program, together
with all software tools, development
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aids, and technical documentation created by or for the Developer, as
they may be modified, corrected, or added to from time to time, that
are necessary or helpful in the modification and maintenance of the
Program; and
"SPECIFICATIONS" for the Program will be set forth in Schedule A to this
Agreement.
1.2 GENDER AND NUMBER. Words expressed in one gender include all genders, and
the singular includes the plural and vice versa.
1.3 HEADINGS. Headings have been inserted into this Agreement for convenience
of reference only and they do not affect the interpretation of this
Agreement.
1.4 CURRENCY. All monetary values set out in this Agreement or in any Schedule
to this Agreement are deemed to be in Canadian dollars, unless otherwise
expressly stated.
2. DEVELOPMENT & DELIVERY OF DELIVERABLES
2.1 DEVELOPMENT AND PROGRESS REPORTS. The Developer will, in good faith and
using commercially reasonable efforts, develop each Deliverable in
accordance with the Specifications. All development work will be performed
by the Developer or its employees at the Developer's offices or by approved
independent contractors who have executed confidentiality and
work-for-hire/ assignment agreements that are acceptable to the Company.
The Developer agrees that no development work will be performed by
independent contractors without the express written approval of the
Company. Each week following execution of this Agreement during which any
development or testing under this Agreement remains uncompleted, and
whenever the Company reasonably requests, the Developer will contact, or
meet with the Company's representative, and report all tasks completed and
problems encountered relating to development and testing of the Program.
During such discussion or meeting, the Developer will advise the Company in
detail of any recommended changes with respect to remaining phases of
development in view of the Developer's experience with the completed
development. In addition, the Developer will contact the Company's
representative promptly by telephone upon discovery of any event or problem
that may materially delay development work, and thereafter, if requested,
promptly confirm such report in writing.
2.2 DELIVERY. The Developer will deliver all Deliverables for the Program
within the times specified in the Development Schedule and in accordance
with the Specifications.
2.3 MANNER OF DELIVERY. The Developer will comply with all reasonable requests
of the Company as to the manner of delivery of all Deliverables, which may
include delivery by electronic means.
2.4 DELIVERY OF SOURCE MATERIALS. Upon request by the Company, but in no event
later than the delivery of the Final Copy, the Developer will deliver to
the Company all Source Materials.
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3. TESTING & ACCEPTANCE; EFFECT OF REJECTION
3.1 TESTING AND ACCEPTANCE PROCEDURE. The Developer will thoroughly test all
Deliverables, and will make all necessary corrections as a result of such
testing, prior to delivery to the Company. Upon receipt of a Deliverable,
the Company may, in its sole discretion, either:
(a) accept the Deliverable and make the milestone payment set forth in
Schedule B; or
(b) provide the Developer with notice of the aspects in which the
Deliverable contains errors or does not conform to the Specifications
and request that the Developer correct said Deliverable.
3.2 ADDITIONAL QA PASSES. If the Company requests that the Developer correct
the Deliverable, then the Developer will within 5 calendar days of such
notice, or such longer period as the Company may allow, submit at no
additional charge a revised Deliverable in which such errors have been
corrected. Upon receipt of the corrected Deliverable, the Company may, in
its sole discretion:
(a) accept the corrected Deliverable and make the milestone payment set
forth in Schedule B; or
(b) request that the Developer make further corrections to the Deliverable
and repeat the correction and review procedure set forth in this
section 3.2.
In the event that the Company determines, in its sole discretion, that the
Deliverable is still not acceptable after 3 attempts at correction by the
Developer, then the Company may terminate this Agreement.
4. OTHER OBLIGATIONS OF THE DEVELOPER
4.1 PRODUCT QUALITY. The Developer agrees that the Program will be of high
quality and will be free of defects in material and workmanship in all
material respects, and the Program will conform in all respects to the
functional and other descriptions contained in the Specifications. For a
period of one year after the date of acceptance of the Final Copy by the
Company, the Developer will fix at its own expense:
(a) any errors or defects in the Program; and
(b) any failure of the Program to conform to the Specifications that may
be discovered in the Program.
4.2 PRODUCT SUPPORT. The Developer will provide the Company with reasonable
technical support and assistance for a period of one year after the date of
acceptance of the Final Copy by the Company. The Developer will inform the
Company, and the Company xxxx
Xxxx 5
inform the Developer, promptly of any known defects or operational errors
in the program.
5. PROPRIETARY RIGHTS & RIGHTS CONVEYED TO THE COMPANY
5.1 COMPANY'S OWNERSHIP RIGHTS. The Developer acknowledges and agrees that the
Program, Product, and Source Materials, including but not limited to all
source and object code, audiovisual effects created by the program code,
and any documentation and notes associated with the Program, Product, and
Source Materials are and will be the property of the Company. Title to all
property rights, including but not limited to copyrights, trademarks,
patents, and trade secrets, in the Program, Product, and Source Materials
is with, and will remain with, the Company. No license or other rights in
the Program, Produce, or Source Materials is granted to the Developer by or
under this Agreement.
5.2 ASSIGNMENT OF RIGHTS. Subject to section 5.3, the Developer agrees to
transfer and assign, and hereby transfers and assigns to the Company its
entire right, title, and interest, if any, including without limitation all
copyright ownership therein, no matter when acquired, in the Program and
Source Materials, including but not limited to all source and object code,
audiovisual effects created by program code, and any documentation and
notes associated with the Program and Source Materials. The Developer will
cooperate with the Company in perfecting any such assignment of rights,
including without limitation by executing and delivering such documents as
the Company may request. During and after the term of this Agreement, the
Developer will assist the Company in every reasonable way, at the Company's
expense, to establish original ownership of all such Developer's
developments on the part of the Company. The Developer hereby waives any
and all claims that the Developer may now or hereafter have in any
jurisdiction to so-called "moral rights" with respect to the results of
the Developer's work and services under this Agreement.
5.3 DEVELOPER'S LIBRARY ROUTINES AND MODULES. The Developer reserves all of its
right, title, and interest in the Developer's library routines and modules
used in the creation of the Program. In the event that the Company has,
whether under this Agreement, by operation of law, or otherwise, acquired
any right, title, or interest in the library routines and modules used by
the Developer in the creation of the Program, the Company agrees to
transfer and assign, and hereby transfers and assigns, to the Developer its
entire right, title, and interest, if any, including without limitation all
copyright ownership therein, no matter when acquired, in the library
routines and modules used by the Developer in the creation of the Program.
The Company will cooperate with the Developer in perfecting any such
assignment of rights, including without limitation by executing and
delivering such documents as the Developer may request. During and after
the term of this Agreement, the Company will assist the Developer in every
reasonable way, at the Developer's expense, to establish original ownership
of all library routines and modules used by the Developer in the creation
of the Program.
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6. COMPETING PRODUCTS
6.1 COMPETING PRODUCTS. During the term of this Agreement and for as long as
the Company, its affiliates, or its sublicensees operates or maintains an
Internet portal or website that hosts, operates, and organizes skill-based
bingo tournaments and competitions, the Developer will refrain from
developing or assisting with the development of any computer software
programs that offer the same or similar functions as the Program (the
"COMPETING PRODUCTS"). For greater certainty, a Competing Product is a
computer software program that does not infringe upon or violate the
Company's or any third party's intellectual property rights, but that is
the same specific type of program as the Program.
7 CONFIDENTIALITY
7.1 CONFIDENTIAL INFORMATION. The terms of this Agreement, the Source
Materials, and any other source code, compute program listings, techniques,
algorithms, and processes and technical and marketing plans or other
sensitive business information, including all materials containing said
information, which are supplied by the Company to the Developer or
developed by the Developer in the course of developing the Program
conversion is the confidential information (the "CONFIDENTIAL INFORMATION")
of the Company.
7.2 RESTRICTIONS ON USE. The Developer agrees that, except as authorized in
writing by the Company, the Developer will:
(a) preserve and protect the confidentiality of all Confidential
Information;
(b) not disclose to any third party the existence, source, content, or
substance of the Confidential Information or make copies of the
Confidential Information;
(c) not deliver any Confidential Information to any third party, or permit
the Confidential Information to be removed from the Developer's
premises;
(d) not use any Confidential Information in any way other than to develop
the Program as provided in this Agreement;
(e) not disclose, use, or copy any third party information or materials
received in confidence by the Developer for purposes of work performed
under this Agreement; and
(f) require that each of its employees who work on or have access to the
materials that are the subject of this Agreement sign a suitable
confidentiality and work-for-hire/ assignment agreement and be
advised of the confidentiality and other applicable provisions of this
Agreement.
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7.3 LIMITATIONS. Information is not considered to be Confidential Information
if the Developer can demonstrate that it:
(a) is already or other becomes publicly known through no act of the
Developer;
(b) is lawfully received from third parties subject to no restriction of
confidentiality;
(c) can be shown by the Developer to have been independently developed by
it without the use of Confidential Information;
(d) is required or authorized by applicable law, regulation, or by
administrative, quasi-judicial, or judicial order or decree to be
disclosed; or
(e) is authorized in writing by the Company to be disclosed, copied, or
used.
7.4 RETURN OF SOURCE MATERIALS. Upon the Company's acceptance of the Final Copy
of the Program, or upon the Company's earlier request, the Developer will
provide the Company with all copies and originals of the Program and the
Source Materials, as well as any other materials provided to the Developer
or created by the Developer under this Agreement. Not later than 7 calendar
days after the termination of this Agreement for any reason, or if sooner
requested by the Company, the Developer will return to the Company all
originals and copies of the Confidential Information, Program, and Source
Materials, as well as any other materials provided to the Developer, or
created by the Developer under this Agreement, except that the Developer
may retain one copy of the Program and the Source Materials, which will
remain the confidential property of the Company, for the sole purpose of
assisting the Developer in maintaining the Program. The Developer will
return said copy to the Company promptly upon request by the Company.
7.5 THIRD PARTY CONFIDENTIAL INFORMATION. The Developer acknowledges that its
association with the Company is in no way conditioned or based upon its
knowledge or disclosure to the Company of confidential information or trade
secrets of others, and agrees that the Developer will not disclose to the
Company or induce the Company to use confidential information or trade
secrets belonging to any third party. The Developer will advise the Company
of any arrangements or other circumstances that may give rise to such a
confidential relationship.
8. WARRANTIES, COVENANTS & INDEMNIFICATION
8.1 WARRANTIES AND COVENANTS OF THE DEVELOPER. The Developer represents,
warrants, and covenants to the Company the following:
(a) the Developer has the full power to enter into this Agreement and
perform the services provided for in this Agreement, and that such
ability is not limited or restricted by any agreements or
understandings between the Developer and other persons or companies;
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(b) any information or materials developed for, or any advice provided to
the Company, will not rely or in any way be based upon confidential or
proprietary information or trade secrets obtained or derived by the
Developer from sources other than the Company, unless the Developer
has received specific instructions in writing to use such proprietary
information or trade secrets;
(c) the code and other materials and information provided by the
Developer, and any of the modifications made by the Developer, to the
program materials provided by the Company do not infringe upon or
misappropriate any copyright, patent right, right of publicity or
privacy (including but not limited to defamation), trade secret, or
other proprietary rights of any third party; and
(d) its performance of this Agreement does not conflict, and will not
conflict, with any other contract the Developer is a party to, and
while working on the Program, the Developer will not engage in any
such consulting services or enter into any agreement in conflict with
this Agreement. The Developer will not provide any services under this
Agreement while the Developer is an employee of any company or other
entity.
8.2 DEVELOPER'S INDEMNITY. The Developer agrees to indemnify, hold harmless,
and defend the Company and its directors, officers, employees, and agents
from and against all claims, defence costs (including reasonable attorney's
fees and disbursements), judgments, and other expenses arising out of or on
account of such claims, including without limitation claims of:
(a) alleged infringement or violation of any trademark, copyright, trade
secret, right of publicity or privacy (including but not limited to
defamation), patent, or other proprietary right with respect to the
Program or Source Materials to the extent that the Developer has
modified or added to the materials provided by the Company;
(b) any use of confidential or proprietary information or trade secrets
the Developer has obtained from sources other than the Company;
(c) any negligent act, omission, or willful misconduct of the Developer in
the performance of this Agreement;
(d) the Developer's failure to comply with federal, provincial, or local
law; and
(e) the breach of any covenant or warranty set forth in section 8.1,
above.
8.3 CONDITIONS TO INDEMNITY. The Developer's obligation to indemnify is
conditioned on the Company's notifying the Developer of any claim as to
which indemnification will be sought and providing the Developer with
reasonable cooperation in the defense and
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settlement thereof. Any claim for indemnity by the Company under this
Agreement must be initiated or documented in writing prior to the second
anniversary of the date on which the Company first becomes aware of
circumstances that entitle the Company to claim financial recovery from
the Developer under this Article 8.
9. DEVELOPMENT FEES
9.1 PROGRESS PAYMENTS. The Company will pay the Developer according to the
Payment Schedule set forth in Schedule B, upon the Company's acceptance of
each deliverable.
9.2 COMPLIANCE WITH LAWS. Any and all amounts payable to the Developer under
this Agreement will be subject to all laws and regulations now or
hereafter in existence requiring the deduction or withholding of payment
for income or other taxes payable by or assessable against the Developer.
The Company will have the right to make such deductions and withholdings
and the payment thereof to the governmental agency concerned, and the
Developer agrees that it will make and prosecute any claims that it may
have with respect thereto directly with the governmental agency having
jurisdiction over such matter.
10. TERMINATION
10.1 TERMINATION FOR NON-PERFORMANCE OR DELAY. In the event of a termination of
this Agreement by the Company pursuant to section 3.2 of this Agreement,
the Company will have no further obligations or liabilities under this
Agreement. The Company will have the right, in addition to all of its
other rights, to require the Developer to deliver to the Company all of
the Developer's work in progress, including all originals and copies
thereof, as well as any other materials provided to the Developer, or
created by the Developer under this Agreement. Payment of any Development
Schedule milestones under Schedule B which have been met will be deemed
payment in full for all obligations of the Company under this Agreement,
including full payment for all source code, object code, documentation,
notes, graphics, and all other materials and work relating to the portion
of the Program that has been completed as of the time of termination.
10.2 TERMINATION FOR CONVENIENCE. The Company may at any time terminate this
Agreement on 21 calendar days written notice. In the event of such
termination, the Company's entire financial obligation to the Developer
will be for then accrued payments due under the Payment Schedule, plus the
pro-rated portion of the next payment, if any, due with respect to items
being worked on up to the time of termination.
11. DISPUTE RESOLUTION & GOVERNING LAW
11.1 ARBITRATION. The parties agree to submit any dispute arising out of or in
connection with this Agreement to binding arbitration in Vancouver,
British Columbia before a single arbitrator, appointed by agreement of the
parties (or, if they are unable to reach agreement within 21 calendar
days, appointed by a justice of the British Columbia Supreme Court)
pursuant to the provisions of this section 11.1, and to the extent not
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inconsistent with this Agreement, the Commercial Arbitration Act (British
Columbia), the International Commercial Arbitration Act (British
Columbia), and the Rules of the British Columbia International Commercial
Arbitration Centre. The parties agree that such arbitration will be in
lieu of either party's rights to assert any claim, demand, or suit in any
court action, provided that either party may elect either binding
arbitration or a court action with respect to a breach by the other party
of such party's proprietary rights, including without limitation any trade
secrets, copyrights, or trademarks. Any arbitration will be final and
binding and the arbitrator's order will be enforceable in any court of
competent jurisdiction.
11.2 GOVERNING LAW AND VENUE. The validity, construction, and performance of
this Agreement will be governed by the laws of British Columbia, and the
applicable laws of Canada, and all claims and/ or lawsuit s in connection
with this Agreement must be brought in the courts of British Columbia or
in the Federal Court of Canada.
12. GENERAL PROVISIONS
12.1 NOTICES. For the purposes of all notices and other communications required
or permitted to be given under this Agreement, the addresses of the
parties will be as indicated on page one, above. All notices will be in
writing and will be sent via messenger, overnight delivery services,
telecopier, or mail, and will be deemed complete upon receipt..
12.2 ENTIRE AGREEMENT. This Agreement, including the attached Schedules which
are incorporated by reference as though fully set out, contains the entire
understanding and agreement between the parties with respect to its
subject matter, supersedes all prior oral or written understandings and
agreements relating thereto except as expressly otherwise provided, and
may not be altered, modified, or waived in whole or in part, except in
writing, signed by the duly authorized representatives of the parties.
12.3 FORCE MAJEURE. Neither party will be held responsible for damages caused
by any delay or default due to any contingency beyond its control
preventing or interfering with performance under this Agreement.
12.4 SEVERABILITY. If any provision of this Agreement is held by a court of
competent jurisdiction to be contrary to any law, the remaining provisions
will remain in full force and effect as if said provision never existed.
12.5 CONTRACT ASSIGNMENT. This Agreement is personal to the Developer. The
Developer may not sell, transfer, sublicense, hypothecate, or assign its
rights and duties under this Agreement without the written consent of the
Company. No rights of the Developer under this Agreement will devolve by
operation of law or otherwise upon any receiver, liquidator, trustee, or
other party. This Agreement enures to the benefit of the Company, its
successors, and assigns.
12.6 WAIVER AND AMENDMENT. No waiver, amendment, or modification of any
provision of this Agreement will be effective unless consented to by both
parties in writing. No failure
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or delay by either party in exercising any rights, power, or remedy under
this Agreement will operate as a waiver of any such right, power, or
remedy.
12.7 AGENCY. The parties are separate and independent legal entities. The
Developer is performing services for the Company as an independent
contractor. Nothing contained in this Agreement will be deemed to
constitute either the Developer or the Company as an agent,
representative, partner, joint venturer, or employee of the other party
for any purpose. Neither party has the authority to bind the other or to
incur any liability on behalf of the other, nor to direct the employees of
the other.
12.8 CONTRACT INTERPRETATION. Ambiguities, inconsistencies, or conflicts in
this Agreement will not be strictly construed against the drafter of the
language but will be resolved by applying the most reasonable
interpretation under the circumstances, giving full consideration to the
parties' intentions at the time this Agreement is entered into.
12.9 NO THIRD PARTY RIGHTS. This Agreement is not for the benefit of any third
party, and will not be considered to grant any remedy to any third party
whether or not referred to in this Agreement.
12.10 LIMITATION ON LIABILITY; REMEDIES. Except as provided in Article 8 above
with respect to third party indemnification, neither party will be liable
to the other party for any incidental, consequential, special, or punitive
damages of any kind or nature, including without limitation the breach of
this Agreement or any termination of this Agreement, whether such
liability is asserted on the basis of contract, tort (including negligence
or strict liability), or otherwise, even if either party has warned or
been warned of the possibility of any such loss or damage.
12.11 EQUITABLE RELIEF. The Developer acknowledges that any breach of the
confidentiality provisions of this Agreement by the Developer will result
in irreparable harm to the Company. The Developer therefore agrees that
the Company will have the right to an injunction or other equitable relief
to enforce this Agreement and any of its provisions, without prejudice to
any other rights and remedies that the Company may have.
12.12 TIME. Time is of the essence in this Agreement.
12.13 RELATIONSHIP OF THE PARTIES. The Developer:
(a) is an independent contractor, not an employee of the Company. No
employment relationship is created by this Agreement;
(b) as used in this Agreement, means the person or entity that signs
this Agreement and all its employees and agents;
(c) will retain independent professional status throughout this
Agreement and will use his or her own discretion in performing the
tasks assigned;
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(d) is not an employee of the Company and is ineligible for any benefits
that the Company offers to its employees; and
(e) will report as income to the appropriate government agencies all
compensation received pursuant to this Agreement and will pay all
applicable taxes. The Company will not make deductions from its fees
for taxes, insurance, bonds, or other subscription of any kind.
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12.14 COUNTERPARTS. This Agreement may be executed and delivered in counterparts
and by telecopier with the same effect as if the parties had concurrently
executed and delivered the same original copy of this Agreement.
AS EVIDENCE OF THEIR AGREEMENT the parties have executed this Agreement on the
date written on page one, above.
Accepted and Agreed by the Company: Accepted and Agreed by the Developer:
XXXXX.XXX (CANADA) ENTERPRISES INC. MOSHPIT ENTERTAINMENT INC.
by: by:
/s/ Xxxxx Xxxxxxxx /s/ Xxxxx Xxxxx
---------------------------------- -------------------------------------
AUTHORIZED SIGNATORY AUTHORIZED SIGNATORY
by: by:
/s/ Xxxxx Xxxxxxxx
---------------------------------- -------------------------------------
AUTHORIZED SIGNATORY AUTHORIZED SIGNATORY
WE HAVE AUTHORITY TO BIND THE WE HAVE AUTHORITY TO BIND THE
CORPORATION CORPORATION
SCHEDULE A
SPECIFICATIONS
SKILL BINGO , TOURNAMENT OF SKILL
SKILL BINGO, unlike the conventional namesake "Bingo", is a game of skill and
not a game of chance. It is not a gambling game as the re are no elements of
chance that predominate game play. The randomness of called numbers and unique
bingo cards is not a factor in the winning outcome of this game. None of the
elements of chance are necessary for game play. Any randomness introduced to the
game play system will apply to all participants equally and is only in place to
facilitate game play and provide for interest of play. SKILL BINGO lends itself
to both the online or electronic format and conventional "bingo parlor" play.
Description of Traditional BINGO
Traditional Bingo is a game of chance and essentially a lottery where
multiple players purchase unique bingo cards, comprised of a series of
numbers in preset patterns, that when compared to a series of randomly
selected numbers called during the game, a winner is determined. The more
cards the player has in the game the greater their chance of winning, only
in the sense that buying more individual lottery tickets in a field of
lottery tickets gives one a greater chance of winning the draw. People pay
to play bingo and the primary motivator is to win money. The game contains
the three elements that, for most jurisdictions, distinguish it as a
gambling game i.e. Chance, Consideration and Reward.
The following description applies to both the conventional parlor mode of
play and Internet based game play, where players meet virtually.
Traditional BINGO is played in person in a large hall. The more players
and cards in play the greater the sum of money to be won. Players meet at
the hall, pay a fee to get in, then the games begin. A night of BINGO
consists of many BINGO games played continuously, one after another.
A single BINGO game proceeds like this: Each player has a number of BINGO
cards (players can usually play any number of cards but pay extra for
additional cards). Each BINGO card has a grid of 5 rows and 5 columns thus
providing 25 spaces.
The columns are labeled from left to right with the letters: 'B', 'I',
'N', 'G', and `O'. With one exception (the center space under the letter
"N" is labeled "free") the spaces in the card are assigned values as
follows:
O Each space in the 'B' column contains a number from 1 - 15.
O Each space in the 'I' column contains a number from 16 - 30.
O Each space in the 'N' column contains a number from 31 - 45.
O Each space in the 'G' column contains a number from 46 - 60.
O Each space in the 'O' column contains a number from 61 - 75.
A number can appear only once on a single card.
Sample BINGO card:
[Illustration of Bingo Card]
Mathematically there are 1,474,200 possible unique bingo cards in a game.
[4(15x14x13x12x11) + (15x14x13x12)] The number of possible BINGO cards has
nothing to do with a player's chance of winning. It only creates a field
of uniquely numbered cards.
Chances of Winning
Every BINGO game has a winning card, so a player's chances of
winning depends on the number of cards in the game and how many
cards they are playing. For example, if a player has 14 cards in a
game with 1400 cards, the chances of winning for that player is 1 in
100.
There are 75 possible BINGO numbers: B1 to B15, I16 to I30, N31 to N45,
and G46 to G60 and O61 to O75
In the conventional Bingo parlor a ball in a large rotating drum
represents each of these numbers. Each ball is painted with its unique
BINGO number. An announcer spins the drum to ensure the numbers are
selected randomly, reaches in and selects a ball. He announces it to the
room. The players check all of their cards to see if that number appears
on their card. If it is, they xxxx it.
When a player has a BINGO (i.e. 5 in a row, column, diagonal or one of
many other game patterns), he or she calls out BINGO. The game pauses
while the card is verified. If indeed a winner, the game stops and a new
game begin. If the card wasn't a winner, the game proceeds where it left
off. Each BINGO game proceeds until someone wins (there's always a
winner).
The online version of conventional Bingo is essentially the same except
the physical aspect of a numbered ball and rotating drum is replaced with
a series of random number generators that ensure randomly selected
numbers. The virtual card replaces the printed-paper card. The virtual
cards may be randomly generated or selected from a database of
pre-generated cards. The people meet to play online utilizing computers
versus meeting in person. Conventional Bingo is a gambling game! Most
Internet based bingo games are played for fun or for sweepstakes prizes
because of jurisdictional restrictions placed on gambling. Most
conventional Bingo parlors must operate with jurisdictional authorization
again because of restrictions place on gambling.
SKILL BINGO GAME DESCRIPTION
1. The look and feel of SKILL BINGO is similar to Bingo. The card
layout and the calling of numbers will remain the same. The game is
presently designed to take advantage of Internet play, however Skill
Bingo has additional practicable applications for play in
conventional parlors, closed LAN systems, WAP technology
applications and most any other mode of multiplayer interactive
technology. SKILL BINGO has enormous commercial value owing to the
fact that, as a game of skill it is relieved of many of the
restrictions and prohibitions that are imposed on gambling games by
many jurisdictions. Additionally, it will be attractive to many
organizations that have shied away from Bingo and other gambling
games as a method of fund raising because of moral concerns about
games of chance.
2. The basis for winning changes completely. Bingo's elements of chance
i.e. the random drawing of numbers and unique bingo cards, no longer
determines the winner. Several skill sets are introduced that make
SKILL BINGO a competitive game where skill, knowledge or a
combination of both solely determines the winning outcome. The
following skills are used to predominate the play of the game and
allow for an experienced player to predictably win over an unskilled
player:
i. Eye-hand coordination
ii. Reaction time
iii. Dexterity
iv. Spatial memory
v. Long term memory
vi. Pattern recognition
vii. Organizational skills
viii. Strategic planning
ix. Game play knowledge, general knowledge and intelligence
(depending on skill set being tested in the game format)
3. All players will play identical cards where in Bingo all cards are
unique. Even when playing multiple cards, all players playing the
same number of cards will be presented with identical layouts and
numbers.
4. The player will select the number of cards (skill level) they wish
to play in the game. When all players have logged in, selected their
playing level, paid their entrance fees (similar to the purchase of
Bingo cards) and received the game package the game is ready to
proceed. Players with like numbers of cards will compete with those
of the same number of cards, unless a handicapping procedure or open
contest is in play. As the numbers are called, the player must
quickly navigate the series of cards, identify and xxxx the
identical numbers on their respective cards. All players play
identical cards so it becomes a timed competition of who can keep up
with the called numbers, navigate their cards, xxxx the respective
numbers, identify winning combinations and stop the clock by the
click of a button or similar action. As the numbers are called all
players will potentially have bingo at the same time. A
sophisticated method of timing is introduced so that the time
difference of the start and stop of the game between players can be
calculated. This time difference coupled with the successful marking
of all numbers on all cards leading up to the bingo will determine
the winners. Both speed and accuracy will be important. These are
only two of many criteria that can be implemented into the judging
protocol. For example it could also allow for a skill testing
questions or product recognition.
5. A ranking/handicapping system may be implemented to restrict
skilled players to compete at a higher skill level i.e. more cards
or with greater difficulty, than those of lesser skill or ranking.
As an example, as a skilled player I can efficiently manage 25 cards
during the play of a game but others can only handle 10. I would
predictably win over all others and likely to take advantage of
others in a system of play where a player's rank or handicap is not
known. A skilled player would be restricted to play at a certain
level but all players would be open to play above their ranking if
they so desired.
6. This type of game play lends itself to the ranking and handicapping
of players just as in any other skill based sport or competition.
The concept is similar to that of professional chess play. Skilled
players will play more difficult games than those of lesser skill.
Players can be ranked to facilitate fair game play and a system of
handicapping could be implemented to allow competition between
players of unequal skill-set. An open challenge format could also
exist.
7. As a players skill increases the difficulty of play can also
increase. This, like in all contests of skill, allows for ongoing
fair competition, skill development, ranking and peer recognition.
The increase in gameplay difficulty and skill-set can be
accomplished through a system of Bingo card and game play variance.
For example:
O Number of cards played
O Speed at which numbers are called
O Type of game patterns and combinations of games within a game
i.e. line, diagonal, four corners and the other myriad of
conventional patterns found in Bingo.
O Unexpected changing of card locations or order (shuffling)
O Varying Daubing methods
O Single, double or triple bingos required
O The addition of skill testing questions or puzzles etc.
O Varying the number of columns or rows of letters and numbers
to create larger or smaller number of spaces on the game card.
Play can be adapted to accommodate renaming of the game to
allow for sponsorship or advertising. I.e. instead of "bingo"
in 5 columns maybe use "ford" in four or "Intel" in 5 columns
or "Microtel" in 8 columns. Instead of numbers being called it
may be words, symbols, pictures, sounds, colors or one of many
other user input stimulus. This game can be adapted to allow
for personal handicaps like deafness, blindness etc. depending
on the stimuli built into the skill set. In fact it can be
adapted not to include a bingo style card at all. It could be
crosswords, trivia questions, and math problems. The basis of
the play is the testing of knowledge and other skill sets in a
timed forum.
8. In traditional Bingo one of the primary game motivators is the
chance of winning money over and above the cost of playing. Although
one of the strong motivators of SKILL BINGO will be the thrill of
competition, heightened by the ranking and peer recognition of
successful gameplay, the financial incentive is still important. In
conventional Bingo the player purchases individual cards for each
given game or a bank of cards for a session. The prize pool is
dependent on the number of cards bought and the cost of each card.
The profit comes from winning a preset part of the prize pool. The
prize pool in SKILL BINGO will not necessarily be depended on the
number of cards in play. The proposed method of play will be in the
form of an entrance fee paid to compete in a given game, much like
in a tournament. Different skill levels may have different numbers
of cards but the entrance fee will not necessarily depend on how
many cards are being played. The percentage paid to the winners and
the size of the prize pool will usually depend on the amount of the
entrance fee, the numbers of players and any additional sponsorship
monies should that be the type of game being played.
9. To play the game of SKILL BINGO or any of the derivative games over
the Internet, the players will be members of a game portal and
identifiable. The preferred method for the payment of entrance fees
will be by credit or debit card. As such, personal details and core
data will be available for fraud prevention, security and the
integrity of the system. The players will not necessarily be fully
identifiable to each other and user names may be permitted. Unlike
conventional Bingo played for fun over the Internet, this system
allows for a ranking and handicapping system to be developed to
facilitate fair competition and gameplay between players of uneven
skill set. The ranking of players would be available information for
all participants. At the end of each game scoring information would
be available and historical statistical data would form the basis
for ranking. This ranking/handicapping system could be a method
reflecting speed of game play, games won at a given level, money
earned or a combination of all. In addition, a method of play could
be implemented so that if a player wins at a certain skill level for
a predetermined number of games their ranking or handicap would
increase. They would then be restricted from playing at a lower
skill level or must play with an equalizing handicap. This would
ensure that the skilled player could not always dominate in the
lower skill level games. A player could always compete at a higher
skill level if they so desired. An open challenge format could also
be used where the size of the entrance fee and a predetermined skill
level (number and type of cards to be played) would be self
equalizing and the lesser skilled participants would play knowing
they may be at a disadvantage, but they would gain the experience of
more challenging play. The size and number of prize awards could be
varied depending on the style of the game and the rules set in
advance. The principle described in this paragraph can be adapted to
accommodate SKILL BINGO to be played through any multiplayer
interactive technology. It also lends itself to play in the
conventional Bingo parlor with certain equipment modifications to
capture speed, accuracy and other judging criteria.
10. As mentioned above the system to facilitate SKILL BINGO incorporates
a membership database, historical and statistical information
database as well as a transactional system for the receiving of
membership and entrance fees and payout of prizes.
GAME SYSTEM OVERVIEW
1. The game software being utilized is written in Java, as the game
will then run on most platforms. The soft xxxx could be also written
in C, C+ or HTML as required. In the preferred method the game
software is resident on a system of clients and servers that are
connected to the Internet. Other methods could include LANs, WANs,
WAP enabled technologies or any other system of multiplayer
interactive gameplay.
2. The game system may include but is not restricted to:
O A Client/User (computer, WAP phone, PDA, game box etc.)
O Bingo/Game server
O SMS server (Server Management Software)
O Transactional system server and database
O Membership database
O Historical data and Ranking/Handicapping database
3. Our preferred method is for the game to be run in a browser window
however it could be a separate application.
4. The Client software talks to the Game Server software and the SMS
Server. The Game Server software talks to the SMS Server software.
The SMS server talks to the Transactional Server and relevant
databases.
5. The Client Software resident on the Client performs the following
functions:
O Contains and displays the card combinations, sounds and other
information sent by the Bingo Server to allow the user to play
the game.
O The Client Software communicates with the SMS Server on
startup. The user will input core membership and financial
data for authentication and the Client will send this
information to the SMS Server. The user will be presented with
options for game play and this input data will be forwarded to
the SMS Server for the formation of the tournaments,
collection of network and game entrance fees. A game for play
is selected.
O When the tournament is organized the client is passed over to
the Bingo Server. The Client negotiates a secure channel
(SSL), which allows for an encrypted and secure communication
between the Client and the Bingo Server.
O For integrity purposes the Bingo Server sends a challenge
phrase to the Client before the game commences. At the end of
the game the Client must respond to the Bingo Server with the
correct answer to ensure that the there has been no tampering.
O At the start of the game the Bingo Server sends the game
information (start game packet) to the Client. The information
will include the layout of the cards, the numbers to be
called, the speed and other skill
set variables for the game to be played. This information is
displayed to the user and the game commences. The Client
Software displays the called numbers to the user, calculates
the speed for the balls to be called and records the user
input data, i.e. the daubing of the numbers on the cards. The
preferred method for user input data will be via mouse,
however this could be a keyboard or any other input
peripheral. ON THE NOTIFICATION OF A BINGO, THE CLIENT
SOFTWARE CALCULATES THE TIME TAKEN TO PLAY THE GAME FROM START
TO FINISH AND SENDS THIS INFORMATION TO THE BINGO SERVER ALONG
WITH ANY OTHER INPUT USER DATA FOR JUDGING PURPOSES. Because
of latency issues inherent to the Internet the Bingo Server
never really knows when the bingo is called by the Client and
calculating the time of play in this method equalizes gameplay
for all computers, regardless of processor speed or quality of
Internet connection. Latency, distance and bandwidth no longer
become issues for fairness and equality of play. In game
systems like a LAN, where latency is already equal for all
machines the timing could be calculated at the Bingo Server.
O At the end of the game the Client displays the results of the
competition and the updated financial or other information
sent from the Bingo Server. The user will then decide whether
to play another game at which time a new browser will be
opened and the process repeats itself.
6. The Bingo Server software resident on the Bingo Server is game
specific and performs the following functions:
O Responsible for the play of the game. Sets the parameters of
play, the type of games and patterns, the skill levels, the
number of cards and the type of tournaments.
O Generates the Bingo cards from a database of cards, random
number generators or preset combinations. The cards may be of
a traditional makeup with 5 columns and 5 rows totaling 25
spaces. Across the top are the columns indexed with the
letters BINGO. The middle space is free while the remaining 24
spaces show a unique number between 1 and 75. As mentioned
above the game can be adapted to any number of layouts,
spaces, numbers, pictures etc.
O Generates the called numbers from a database of preset numbers
or calculates them through a random number selection
generator.
O Sends the challenge phrase to the client and receives the
answer at the end of the game. It compares the information to
ensure no tampering.
O Receives the Organized tournaments from the SMS Server.
O Gives the start time for the game.
O Listens for bingos called.
O Calculates the winners from the user input data, game play
timing and other information sent by the Client.
O Responds and tells the client to display the results of the
game.
O Communicates with the SMS Server and forwards game results and
other statistical information.
7. The software on the SMS Server performs the following functions:
O The SMS Server hosts the website that the client initially
communicates with and will log in with to play the game.
O Communicates with the Client and authenticates the membership
and identity of the player. The SMS Server can validate or
deny access to the client. Game tournaments can be tailored
for different jurisdictional requirements or restrictions.
O Communicates with the transactional server or application.
O Communicates with the Ranking/Handicapping server or
application.
O Contains the tournament logic. Organizes the multiple clients
and the tournaments. Collects network fees, entrance fees and
talks with the membership database.
O The SMS Server will ensure that the tournament conditions are
met and then will allocate a Bingo Server to host a game
within the tournament setup. The SMS Server will pass the
players to the Bingo Server for gameplay.
O Communicates with the Bingo Server after the game completes to
update results and other statistical information.
SCHEDULE B
DEVELOPMENT SCHEDULE & PAYMENT SCHEDULE
ITEM DUE DATE PAYMENT UPON ACCEPTANCE
---- -------- -----------------------
Contract signing May 1, 2001 $ 30,000
Delivery of Alpha Copy June 16, 2001 $ 60,000
Delivery of Beta Copy July 23, 2001 $ 60,000
Delivery of Final Copy and Source
Materials July 30, 2001 $ 90,000
Acceptance of Final Copy August 31, 2001 $ 60,000
--------
TOTAL: $300,000
========
Each of the foregoing milestone payments will be payable upon the Company's
acceptance of an acceptable Deliverable.
BONUS. The Company agrees to pay the Developer a bonus of $50,000, which will be
payable to the Developer in the event that the Developer delivers a Final Copy
of the Program that is acceptable to the Company prior to July 16, 2001.
