CARDOPZ SOFTWARE LICENSE AGREEMENT

📌 VERSION: 2.0 - January 2025
This is the official version referenced in all CardOpz agreements

CARDOPZ LLC
A Delaware Limited Liability Company
2300 Boswell Rd, Suite 265
Chula Vista, CA 91914
(619) 810-5633
support@cardopz.com

This License Agreement (the "Agreement") is made effective as of the Effective Date by and between CARDOPZ LLC, a Delaware limited liability company, located at 2300 Boswell Rd STE 265, Chula Vista, CA 91914 ("CARDOPZ"), and the entity executing a License Agreement that references these terms ("Gaming Facility"). In consideration of the mutual promises contained in this Agreement, the parties agree as follows:

1. Grant of License

a. Definitions. As used in this Agreement:

  1. "Derivative Works" means a work of authorship (including software) that is based on one or more preexisting works of authorship (including software), such as a revision, enhancement, modification, translation, abridgement, condensation, expansion, or any other form in which such preexisting works may be recast, transformed, or adapted, and that, if prepared without authorization of the owner of the copyright in such preexisting work, would constitute a copyright infringement.
  2. "Deployment Services" means the services provided by CARDOPZ to prepare, configure, and implement the CARDOPZ Platform for Gaming Facility operations. Deployment Services include environment setup, system Installation, database configuration, initial training, and integration with operational tools, as further described in Exhibit C.
  3. "Documentation" means CARDOPZ Platform related Documentation and supporting materials, including user manuals for the CARDOPZ Platform, provided by CARDOPZ from time to time in either machine readable or hard copy form that describes the operation of the CARDOPZ Platform.
  4. "Error" means a defect that causes the CARDOPZ Platform not to perform substantially in accordance with the specifications set forth in CARDOPZ's Documentation.
  5. "Error Correction" means (i) a software modification or addition that, when made or added to CARDOPZ Platform, establishes material conformity to the specifications in the Documentation, or (ii) a procedure or routine that, in CARDOPZ's sole discretion, when observed in the regular operation of CARDOPZ Platform, eliminates the practical adverse effect of an Error in the use of CARDOPZ Platform.
  6. "Gaming Facility Data" means any electronic data or information submitted by Gaming Facility in connection with its use of CARDOPZ Platform including, without limitation, information regarding Gaming Facility's (a) vendors, (b) player's, including Protected Personally Identifiable Information, and (c) business operations.
  7. "Installation" means the process in which the CARDOPZ Platform is extracted from a network drive onto a single computer's hard drive, and the setup program is run to completion in accordance with the authorized Installation instructions. A completed Installation is determined by the successful first run of the CARDOPZ Platform. This does not include configuration of other applications required by the CARDOPZ Platform, including, but not limited to, Microsoft Windows, Microsoft IIS, SMTP, Microsoft SQL Server, firewalls, or networking components. In addition, remote Installation includes Deployment and Environment Setup services as described in Exhibit C, such as flash provisioning, Azure cloud database setup, and SMS infrastructure configuration.
  8. "CARDOPZ Hardware" means any device or equipment considerations and its related software provided by CARDOPZ to Gaming Facility as set forth in Exhibit D, Section 3; and any corresponding requirements as described in Exhibit D.
  9. "CARDOPZ Platform" CARDOPZ's installed software product(s) as described in Exhibit A, including any modifications pursuant to Section 1(d).
  10. "CARDOPZ Player Network" means the progressive web app facilitating player engagement and data management, integrated with the CARDOPZ Platform.
  11. "Other CARDOPZ Products" Other CARDOPZ Products refer to add-ons available in addition to the selected plan. These add-ons may include optional modules and features that enhance the platform's functionality. Add-ons are prorated and added to the monthly billing for the remainder of the current term. Hardware can be purchased separately online or by contacting support or your account representative for a hardware invoice.
  12. "Licensed Materials" means collectively the CARDOPZ Platform, CARDOPZ Player Network, and Documentation.
  13. "Licensed Materials Maintenance" means any changes required under applicable law, and include, but are not limited to, billing format and/or electronic claims format and PII protection requirements.
  14. "Personally Identifiable Information (PII)" means any information transmitted to CARDOPZ about an individual maintained by Gaming Facility, including any information that can be used to distinguish or trace an individual's identity, such as name, social security number, date and place of birth, mother's maiden name, or biometric records; and (2) any other information that is linked or linkable to an individual, such as medical, educational, financial, and employment information.
  15. "Previous Sequential Release" means the embodiment of the CARDOPZ Platform that has been replaced by a subsequent release, which may include a Error Corrections, Software Update Release or Software Upgrade Release.
  16. "Refresher Training" means additional training for Gaming Facility employees that have already received Deployment Training as set forth In Exhibit C provided at a cost as set forth in Exhibit E.
  17. "Related Materials" means all of the printed materials, Documentation, training Documentation and confidential activation for the Software supplied by CARDOPZ to Gaming Facility.
  18. "Software Update" means routine modifications or improvements to the CARDOPZ Platform that enhance the performance, reliability, or functionality of existing features. These updates are automatically deployed to all Gaming Facility Installations and are included in the License Fee, ensuring that the platform remains up-to-date without additional charges. Examples include minor updates that fix bugs or improve the speed of the platform without adding new features.
  19. "Software Upgrade" means significant modifications to the CARDOPZ Platform, delivering substantial performance improvements, architectural changes, or introducing new features and/or functionality. These upgrades are determined by CARDOPZ in its sole discretion and may be included in the License Fee or offered as optional add-ons subject to additional charges, depending on the functionality and the Gaming Facility's selected plan. New features introduced as part of a Software Upgrade are selectively applied based on the Gaming Facility's current plan.
  20. "Support Contact" means Gaming Facility employee who is authorized to contact CARDOPZ.
  21. "Support Services" means the CARDOPZ Platform support services provided to the Gaming Facility as part of the subscription. These services are essential for the operation of the CARDOPZ Platform and are detailed in Exhibit E. They include assistance with software Errors, Error Corrections, Software Updates, and Licensed Material Maintenance. Additionally, Support Services offer access to training materials, technician support during standard business hours, and troubleshooting assistance for deployment-related issues.
  22. "Support Incident" means an issue requiring CARDOPZ Support Services that focuses on one aspect of the CARDOPZ Platform - e.g. use of a specific feature of the CARDOPZ Platform or assistance with a specific problem or Error message. While this single issue may involve other aspects of the CARDOPZ Platform, addressing other aspects constitutes a separate issue and a separate support Incident. A single Support Incident may involve multiple phone calls, emails and off-line research. CARDOPZ Support engineers are responsible for determining what characterizes a single Support Incident and communicating same to Gaming Facility.
  23. "Table" means any physical or digital gaming station tracked within the system and linked to players, dealers, gaming activity, or operational data.
  24. "User(s)" means Gaming Facility's employees, representatives, consultants, contractors or agents who are authorized to use the Licensed Materials and have been supplied user identifications and passwords by Gaming Facility or on Gaming Facilities behalf.
  25. "Workaround" means any solution, other than an Error Correction, to a Support Incident initiated by the Gaming Facility that involves a change to the CARDOPZ Platform customized for and specific to the Gaming Facility purposes.

b. License to Licensed Materials:

Subject to the terms and conditions of this Agreement, CARDOPZ hereby grants to Gaming Facility a non-transferable, non-exclusive, non-assignable license during the Term, as specified in the executed License Agreement, to: (i) access and use the CARDOPZ Platform; and (ii) use the Documentation and Licensed Materials internally and solely in connection with Gaming Facility's internal business operations, with no right to make Derivative Works. All Derivative Works shall be owned by CARDOPZ.

c. Limitation of Rights:

The Gaming Facility's rights are limited to those explicitly set forth in the agreement. CARDOPZ retains all title and rights to the Licensed Materials, and the Gaming Facility is prohibited from reproducing, copying, modifying, decompiling, reverse engineering, or otherwise attempting to determine the source code of the CARDOPZ Platform. The Gaming Facility cannot market, distribute, reproduce, rent, lease, or offer for timesharing any Licensed Material. In the event of a breach of these limitations, CARDOPZ reserves the right to immediately terminate the license without notice, pursue legal action for damages, impose financial penalties, and require the return or destruction of all Licensed Materials.

d. Other CARDOPZ Products:

With CARDOPZ's written consent, the Gaming Facility may license additional CARDOPZ products or modules. These will be subject to this Agreement's terms and detailed in an additional Exhibit or Addendum, including fees and other details. Additional documents will be numerically designated.

e. Licenses from Gaming Facility:

Subject to the terms and conditions of this Agreement, Gaming Facility grants to CARDOPZ the non-exclusive, nontransferable worldwide right to copy, store, record, transmit, display, view, print or otherwise use: (a) Gaming Facility Data to the extent necessary to materially support the Support Services and other services set forth in this Agreement, provided, however, that, at CARDOPZ's option, CARDOPZ's use of Protected Personally Identifiable Information as set forth in this Agreement, shall not survive the termination of this Agreement, and (b) Gaming Facility Data that is Personally Identifiable Information, in general or in aggregate or compilation form for data aggregation and data comparison purposes, which may be supplied to third parties by CARDOPZ and which use shall survive the termination of this Agreement. CARDOPZ is authorized to use Protected Personally Identifiable Information to de-identify the information. In addition, Gaming Facility acknowledges and agrees that it is Gaming Facility's obligation to inform Gaming Facility's Users and players of the processing of Gaming Facility Data and information regarding Gaming Facility and Gaming Facility's Users pursuant to this Agreement and to ensure that such Users have given any necessary consent to such processing as required by all applicable data protection legislation. Gaming Facility shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Gaming Facility Data and information regarding Gaming Facility and Gaming Facility's Users. Gaming Facility agrees that the license to the Gaming Facility Data shall not survive termination of this Agreement. CARDOPZ shall have no obligation to store backup Gaming Facility Data post-termination.

2. Term

a. Term:

This Agreement is made effective as of the Effective Date and will remain in effect for the period specified in the executed License Agreement. The Agreement will automatically renew for additional terms as specified, unless terminated by either party in accordance with the terms herein.

b. Termination by CARDOPZ:

CARDOPZ may take the following actions if the Gaming Facility defaults in the performance of any material provision of this Agreement, including non-payment:

  1. Immediately, By providing thirty (30) days' written notice prior to the end of the Initial Term or any one-year Renewal Term.
  2. Immediately, if Gaming Facility makes a general assignment for the benefit of creditors;
  3. Immediately, if Gaming Facility files a petition for bankruptcy or has filed against it a petition for bankruptcy which is not dismissed within ninety (90) days;
  4. If Gaming Facility defaults in the performance of any material provision of this Agreement, and such material default continues and is not cured within twenty (20) days after receipt of written notice thereof from CARDOPZ;
  5. In the event of non-payment by the Gaming Facility, services may be suspended. The Gaming Facility has 30 days to cure the default. If payment is not made within this period, the entire remaining balance of the agreement becomes due immediately. During the suspension period, monthly fees and interest charges at a rate of 1.5% will continue to accrue. The agreement may be terminated if the default is not cured within the specified period, in accordance with the payment terms outlined in the executed License Agreement.

c. Termination by Gaming Facility:

The Gaming Facility may terminate this Agreement under the following circumstances:

  1. Immediately, by written notice to CARDOPZ, if CARDOPZ makes a general assignment for the benefit of creditors;
  2. Immediately, by written notice to CARDOPZ, if CARDOPZ files a petition for bankruptcy or has filed against it a petition for bankruptcy which is not dismissed within ninety (90) days;
  3. If CARDOPZ defaults in the performance of any material provision of this Agreement, and such material default continues and is not cured within twenty (20) days after receipt of written notice thereof from the Gaming Facility;
  4. By providing thirty (30) days' written notice prior to the end of the Initial Term or any one-year Renewal Term. Failure to provide such notice shall result in automatic renewal of this Agreement under the terms specified in the executed License Agreement, subject to pricing adjustments to CARDOPZ then current-rate at the start of each Renewal Term.

d. Effect of Termination:

The license granted herein shall terminate immediately upon the effective date of any termination of this Agreement. Notwithstanding anything to the contrary in this Agreement, any termination of this Agreement shall not relieve either party hereto of any of its obligations or liabilities accrued hereunder prior to such termination. As all records are cloud-based, there is no requirement for the Gaming Facility to return any records to CARDOPZ. CARDOPZ will not retain any records post-termination, except to provide the Gaming Facility with a comma-separated value (CSV) file of their data for their own use, upon request within thirty (30) days after termination. All such requests for Gaming Facility Data shall be made in writing to CARDOPZ. CARDOPZ will not store or maintain any Gaming Facility Data post-termination, except as necessary to comply with relevant state and federal records and information retention requirements. The Gaming Facility is responsible for legal compliance and shall indemnify CARDOPZ against any claims arising from the Gaming Facility's use of the Licensed Materials in violation of this Agreement or applicable laws. The Gaming Facility shall maintain insurance coverage for data breach liabilities, including comprehensive commercial general liability insurance and cyber insurance. The Gaming Facility may retain one copy of Confidential Information in its legal files for compliance purposes.

e. Transition Services:

In the event Gaming Facility terminates this Agreement under Section 2(c), all rights and licenses granted under or pursuant to any section of this Agreement are and shall otherwise be deemed to be for purposes of Section 365(n) of the United States Bankruptcy Code licenses of rights of "Intellectual Property" as defined in Section 101(35A) of the United States Bankruptcy Code. Upon the bankruptcy of any Party, the non-bankrupt Party shall be entitled to access their data, and such data, if not already in its possession, shall be promptly delivered to the non-bankrupt Party. CARDOPZ shall provide transition services, including data transfer and system decommissioning, to ensure a smooth transition process. CARDOPZ may retain one copy of Confidential Information in its legal files for compliance purposes.

3. License Fees

In consideration of the license granted herein, Gaming Facility shall pay to CARDOPZ all fees, royalties, and other payments as set forth in the executed License Agreement, which provides the detailed fee structure, payment terms, and applicable charges. The fees include:

a. Deployment Services:

This covers setup, onboarding, installation, and training for the CARDOPZ Platform. The fee is payable upon the execution of this Agreement and must be received prior to the commencement of Deployment Services.

b. Recurring License Fee:

This fee is billed monthly and covers access to the CARDOPZ Platform, software updates, and standard support services. The fee is based on the Gaming Facility's selected plan and usage, as described in the executed License Agreement.

c. Additional Charges:

These include fees for optional services and third-party programs, billed monthly as incurred, as detailed in the executed License Agreement. Payments may be made via wire transfer, electronic transfer, credit or debit card, or bank check of immediately available funds, on or before the due date specified.

d. Taxes:

All payments required by this Agreement are exclusive of federal, state, local, and foreign taxes, duties, tariffs, levies, and similar assessments. CARDOPZ will ensure compliance with applicable tax regulations for digital services, including the collection and remittance of sales tax where required. Taxes are also applied across all hardware purchases. Applicable taxes will be added to the monthly billing based on the client's location. The Gaming Facility agrees to bear and be responsible for the payment of all such applicable charges, excluding taxes based on CARDOPZ's domestic and foreign net income. If the Gaming Facility is a tax-exempt entity, it must provide a certificate of exemption upon execution of this Agreement.

e. Billing Platform:

Payments will be collected at CARDOPZ's discretion, which may include electronic payments, checks, or cash. Subscriptions are activated upon execution of this Agreement, with billing commencing 30 days thereafter, unless otherwise agreed.

f. Audit Rights:

CARDOPZ may conduct audits to confirm the Gaming Facility's compliance with its selected subscription plan. Audits may include table count, third-party programs, and connected hardware integrations. If actual usage exceeds the plan limits, CARDOPZ may assess additional charges retroactively.

4. General Maintenance

During the Term, CARDOPZ will use commercially reasonable efforts to timely provide the Gaming Facility with Error Corrections, Software Update, and Licensed Materials Maintenance Services, all of which will be provided at no additional cost.

5. Installation and Deployment Training

CARDOPZ shall install the CARDOPZ Platform and provide training to Gaming Facility and its staff as set forth in accordance with Exhibit C attached hereto.

6. Support Services

Any CARDOPZ Platform license purchased by the Gaming Facility includes Support Services, Gaming Facility agrees that those Support Services are bound by the CARDOPZ Terms of Support Services, the current version of which is attached as Exhibit E.

7. Software Upgrade

Gaming Facility agrees that Software Upgrade Releases to the CARDOPZ Platform are at the sole discretion of the CARDOPZ and shall follow the CARDOPZ's internal quality standards.

8. Data Protection and Privacy Compliance

a. Confidential Information Protection:

Both CARDOPZ and the Gaming Facility (each a "Receiving Party") agree not to disclose or make available to any third party any non-public information received from the other party ("Disclosing Party") that relates to the Disclosing Party's business, technologies, or finances. This includes, but is not limited to, Protected Personally Identifiable Information (PII) and CARDOPZ Platform products and software details. The Receiving Party will use such Confidential Information solely for the purposes of this Agreement and will protect it with at least the same level of care as it uses for its own confidential information, but no less than reasonable care. Confidential Information may be disclosed to employees or consultants on a need-to-know basis, provided they are bound by confidentiality obligations at least as restrictive as those in this Agreement. The confidentiality obligations set forth herein shall survive the termination of this Agreement, ensuring that both parties' confidential or non-public information remains protected indefinitely.

b. Return of Confidential Information:

Upon request or termination of this Agreement, the Receiving Party shall return or destroy all copies of the Disclosing Party's Confidential Information, except for one copy that may be retained in legal files for compliance purposes. Notwithstanding the return or destruction of Confidential Information, the Receiving Party's obligations to protect the confidentiality of the Disclosing Party's information shall continue beyond the termination of this Agreement.

c. Data Security and Compliance:

CARDOPZ will comply with applicable data protection laws, including GDPR and CCPA, ensuring data segregation and protection in a multi-tenant cloud environment. Compliance with these laws does not imply any obligation for data retention post-termination.

d. User Consent and Data Management:

By accessing the CARDOPZ Player Network and accepting the Terms of Use, users grant CARDOPZ the authority to manage and utilize their data. This includes secure storage and analysis of user data, ensuring compliance with U.S. privacy laws. CARDOPZ shall obtain user consent where required and respect data subject rights, including the rights to access, correction, and deletion of personal data.

e. Statistical Use of Anonymized Data:

CARDOPZ may compile and publicly share statistical information related to the performance of the CARDOPZ Platform, provided it does not identify any individual.

f. Data Deletion Request Contact Information:

Users may request data deletion by contacting CARDOPZ at support@cardopz.com or by calling (619) 810-5633.

g. European Union ("EU") General Data Protection Regulation:

The terms and conditions of this section apply if, and only to the extent, that CARDOPZ is provided with "personal data" and/or sensitive or "special categories" of personal data (as defined by the European Union ("EU") General Data Protection Regulation ("GDPR") of individuals who are located in an EU member country (an "EU Data Subject") and the GDPR is applicable to this Agreement. If so, CARDOPZ agrees that its use, handling, processing, and storage of EU personal, sensitive, and "special categories" of personal data collected from EU Data Subjects (collectively referred to herein as "EU Data") will be governed by the rules and regulations of the GDPR and/or applicable EU member country. Further, CARDOPZ represents and warrants that with respect to any EU Data received by CARDOPZ under this Agreement, CARDOPZ will:

  1. Process only that portion of the EU Data that is needed to accomplish the purpose of this Agreement ("the Stated Purpose") and not for any other purpose.
  2. Process, use, handle, and store the EU Data only for as long as necessary to accomplish the Stated Purpose and not share the EU Data with any third party except as may be specifically permitted under the terms of this Agreement.
  3. Process, use, handle, and store the EU Data only in accordance with the rules and regulations of the GDPR and/or applicable EU member country.
  4. Not use the EU Data to profile any EU Data Subject.
  5. Promptly acknowledge, implement, and confirm to the Gaming Facility that timely action will be and subsequently has been taken to comply with an EU Data Subject's request (as communicated to CARDOPZ by the Gaming Facility) to cease, suspend, or restrict processing the data of the EU Data Subject, allowing the EU Data Subject to correct, transfer to another, or retrieve his/her EU Data and upon request, completely erase, delete, destroy, and remove from storage the EU Data of the requesting EU Data Subject.
  6. Maintain and preserve written and electronic books and records demonstrating CARDOPZ's compliance with the GDPR, making such books and records available to the Gaming Facility and any enforcement agency, upon request, and generally cooperating and sharing with the Gaming Facility any additional information in order to demonstrate compliance with the GDPR and/or data privacy laws of an applicable EU member country.

h. Data Breach Notification:

In the event of a security breach or unauthorized access to any Data, CARDOPZ will promptly notify the Gaming Facility of any actual or suspected breach of confidentiality or data security. CARDOPZ will cooperate with the Gaming Facility in investigating the breach and will work diligently to remedy it. Both parties will collaborate to determine the appropriate timing, content, and method for notifying authorities and affected individuals, as required by law. Each party will bear its own costs related to the investigation and notification.

i. California Consumer Privacy Act Requirements:

The parties acknowledge that the California Consumer Privacy Act of 2018 as amended or superseded from time to time ("CCPA") creates various rights and obligations regarding the handling of consumer personal information. The parties intend that the CCPA Requirements for Service Providers are applicable as of the date of execution of this Agreement. For purposes of this paragraph, the terms "consumer," "personal information," "de-identified," "processing" (or "process"), "service provider," and "sale," (including the terms "sell," "selling," "sold," and other variations thereof) shall have the meanings given to those terms under the CCPA. "Covered Personal Information" means any personal information provided by or on behalf of Gaming Facility or any consumer, or otherwise made available to CARDOPZ, pursuant to this Agreement or in connection with the Services. "Services" means the services specified in, or otherwise performed pursuant to, this Agreement or its Exhibits. CARDOPZ represents and warrants that with respect to any Covered Personal Information received under this Agreement, CARDOPZ: Will not provide to Gaming Facility either monetary or other valuable consideration in exchange for Covered Personal Information; and, therefore, CARDOPZ's receipt of Covered Personal Information does not constitute a sale under the CCPA.

  1. Certifies, represents, warrants, and covenants that it, its affiliates, and their respective subcontractors shall comply at all times with the CCPA and this paragraph, and shall provide Gaming Facility with all reasonably requested assistance and cooperation to enable Gaming Facility to comply with and fulfill its obligations under the CCPA (including by, upon Gaming Facility's request, promptly and permanently deleting or destroying all Covered Personal Information relating to a particular individual). Without limiting the foregoing, CARDOPZ shall, upon Gaming Facility's or its designee's request, cooperate in good faith with Gaming Facility to enter into additional or modified terms to address any modifications, amendments, or updates to the CCPA.
  2. Shall not (a) use, retain or disclose Covered Personal Information for any purpose other than to provide the Services to Gaming Facility under and in accordance with this Agreement, (b) sell the Covered Personal Information, or retain, use, or disclose the Covered Personal Information outside of the direct business relationship between the parties, and CARDOPZ hereby certifies that it understands the foregoing restrictions and shall comply with such restrictions at all times. CARDOPZ shall ensure that any person or entity authorized or permitted by CARDOPZ to use, store, or otherwise process Covered Personal Information does so solely to the extent necessary to enable CARDOPZ to perform the Services; and, prior thereto, CARDOPZ shall bind each such person or entity to a strict duty of confidentiality, including without limitation, in accordance with any confidentiality obligations set forth in this Agreement.

9. CARDOPZ Warranties

a. By CARDOPZ:

CARDOPZ hereby warrants and represents that:

  1. CARDOPZ has the right to grant to Gaming Facility a license to use the Licensed Materials and to enter into this Agreement.
  2. Software Updates, include routine performance improvements or enhancements to existing features, are included in the License Fee and automatically deployed to all Gaming Facility Installations. Software Upgrades, which include significant enhancements or the introduction of new features or functionality, may be included in the License Fee or offered as optional add-ons subject to additional charges, with any new features introduced as part of a Software Upgrade selectively applied based on the Gaming Facility's current plan and outlined in Exhibit F.
  3. The CARDOPZ Platform shall substantially conform to the description of the Licensed Materials set forth in Exhibit A and the latest Documentation as supplied to Gaming Facility or as available on CARDOPZ's website.
  4. CARDOPZ shall use appropriate safeguards and materially comply with state and federal requirements with respect to the protection of Protected Personally Identifiable Information.
  5. During the Term, CARDOPZ shall maintain Gaming Facility Data necessary to comply with relevant state records and information retention requirements. No data will be maintained post-termination.

b. Disclaimer:

Notwithstanding the foregoing, CARDOPZ does not represent or warrant that CARDOPZ Licensed Materials are Error-free or that all Errors or defects will be corrected. CARDOPZ shall have no obligations with respect to a warranty claim regarding Section 9(a)(iii) unless notified of such claim within (30) days of the first material functionality problem. The warranties set forth in Section 9(a) shall not be available if the defect is determined by CARDOPZ to:

  1. Be of Gaming Facility or user origin.
  2. Have resulted from: (x) modification of Licensed Materials without CARDOPZ's approval; or (y) use of Licensed Materials in conjunction with software not approved by CARDOPZ. Notwithstanding anything to the contrary in this Agreement, CARDOPZ makes no, and disclaims all, warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement, with respect to the CARDOPZ Hardware, to the extent permitted by applicable law, and CARDOPZ makes no representations or warranties as to the quality, suitability or adequacy of the CARDOPZ Hardware for any purpose or use.

c. LIMITED WARRANTY:

EXCEPT AS SET FORTH IN SECTION 9(a), NO OTHER WARRANTY, EXPRESS OR IMPLIED, IS MADE WITH RESPECT TO THE LICENSED MATERIALS OR MAINTENANCE SERVICES TO BE SUPPLIED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. NO WARRANTY IS MADE REGARDING THE RESULTS OF ANY CARDOPZ PLATFORM, OR THAT USE OF CARDOPZ PLATFORM WILL BE UNINTERRUPTED, OR THAT ANY ERRORS OR DEFECTS IN CARDOPZ PLATFORM WILL BE CORRECTED, OR THAT CARDOPZ PLATFORM'S FUNCTIONALITY WILL MEET GAMING FACILITY'S REQUIREMENTS.

d. REMEDIES:

EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT, CARDOPZ's ENTIRE LIABILITY AND GAMING FACILITY'S EXCLUSIVE REMEDY FOR ANY BREACH OF THE WARRANTIES SET FORTH IN THIS SECTION OR ANY SERVICE DEFECT OR FAILURE SHALL BE LIMITED TO: (1) CORRECTED CODE; (2) PROVIDING ERROR CORRECTIONS; (3) REPLACEMENT OF DEFECTIVE ASSOCIATED MEDIA OR DOCUMENTATION; AND/OR GAMING FACILITY'S RIGHT TO TERMINATE THE AGREEMENT SUBJECT TO SECTION 2.

e. LIMITATION OF DAMAGES:

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFIT OR REVENUE, COST OF SUBSTITUTES, LOST SAVINGS OR DAMAGES RESULTING FROM LOSS OF USE OF THE CARDOPZ PLATFORM, THE LOSS OF CONTENT OR DATA, OR THE USE OF CONTENT OR DATA, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY AND REMEDY SHALL NOT APPLY IN THE EVENT THE CLAIM ARISES FROM THE GROSS NEGLIGENCE, CRIMINAL, FRAUDULENT, RECKLESS OR WILLFUL MISCONDUCT OF THE OTHER PARTY.

10. Gaming Facility Responsibilities and Representations

a. Gaming Facility shall do the following:

  1. Ensure a proper environment and utilize necessary computer hardware to support the CARDOPZ Platform, including implementing safety procedures, providing ongoing systems management, and ensuring proper utilities, such as an uninterrupted power supply.
  2. Assist in training staff and promptly fulfill duties related to the implementation and installation of the CARDOPZ Platform, as detailed in Exhibit C.
  3. Use best efforts to employ the CARDOPZ Platform for all gaming room and casino operation needs.
  4. Provide CARDOPZ employees or agents with access to physical and virtual gaming rooms and casino operations during business hours, at no charge.
  5. Obtain and maintain commercial internet access, providing all necessary equipment for connection.
  6. Assign unique passwords and usernames to each authorized user, prohibiting sharing with unauthorized individuals. The Gaming Facility is responsible for the confidentiality and use of these credentials and must notify CARDOPZ of any unauthorized use or security breaches.

11. Indemnity; Insurance

a. Indemnity by CARDOPZ:

  1. CARDOPZ shall indemnify, defend, and hold harmless the Gaming Facility, its directors, officers, employees, and affiliates (collectively, "Gaming Facility Indemnitees") from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising directly from:
  2. CARDOPZ's breach of this Agreement, including any breach of its representations or warranties, provided such breach is not caused by the Gaming Facility's actions or omissions.
  3. Any claim that the Licensed Materials or services provided by CARDOPZ infringe or misappropriate any third-party intellectual property rights, except where such infringement arises from modifications made by the Gaming Facility without CARDOPZ's consent.
  4. Any unauthorized access to or use of Gaming Facility Data by CARDOPZ or its agents, except to the extent such claims arise from the Gaming Facility's breach of this Agreement or applicable laws.

b. Indemnity by Gaming Facility:

  1. The Gaming Facility shall indemnify, defend, and hold harmless CARDOPZ, its directors, officers, employees, and affiliates (collectively, "CARDOPZ Indemnitees") from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising directly from:
  2. The Gaming Facility's breach of this Agreement, including any breach of its representations or warranties.
  3. Any claim arising from the Gaming Facility's use of the Licensed Materials in violation of this Agreement or applicable laws.

c. Limitations:

CARDOPZ shall not be liable for any claims arising from:

  1. Modifications to the Licensed Materials not authorized by CARDOPZ.
  2. Use of the Licensed Materials in combination with non-CARDOPZ products or services.
  3. The Gaming Facility's failure to comply with applicable laws or regulations.

d. Insurance:

CARDOPZ shall maintain, at its own expense, the following insurance policies throughout the Term of this Agreement:

  1. comprehensive commercial general liability insurance with coverage of at least $1,000,000 per occurrence and $1,000,000 in the annual aggregate;
  2. workers' compensation insurance as required by applicable state law and employers' liability insurance;
  3. cyber insurance with coverage of at least $1,000,000 per occurrence;
  4. umbrella insurance with coverage of at least $1,000,000 per occurrence.
  5. CARDOPZ shall provide certificates of insurance evidencing coverage upon request and shall notify the Gaming Facility at least thirty (30) days prior to any change or cancellation of such coverage.

12. Additional Services

a. Custom Deployment Services:

If the Gaming Facility requires Deployment Services beyond those included in the standard package, such services will be provided at an additional cost. These may include, but are not limited to, custom configurations, extended training sessions, or specialized hardware integration.

b. Custom Support Services:

Additional support services outside the standard offerings can be arranged. This includes on-site support, after-hours assistance, or dedicated support personnel. These services will be billed separately according to the rates agreed upon in a separate Statement of Work.

c. Agreement and Authorization:

Any additional services must be agreed upon in writing by both parties. A detailed description of the services, associated costs, and timelines will be outlined in an addendum to this Agreement or a separate Statement of Work.

d. Payment Terms:

Payment for additional services will be due upon receipt of an invoice, with terms specified in the addendum or Statement of Work.

13. General

a. Confidential Terms:

The terms of this Agreement are confidential and shall not be disclosed without the express written consent of Gaming Facility and CARDOPZ.

b. Modification of the Agreement:

The terms of this Agreement, including those related to warranties as outlined in Section 10, may only be modified by a written agreement duly signed by both parties hereto. Variance from the terms and conditions of this Agreement in any Gaming Facility purchase order or other written notification will be of no effect.

c. Assignment:

This Agreement may not be assigned by Gaming Facility without the prior written consent of CARDOPZ. CARDOPZ may assign or transfer this Agreement to any affiliate or wholly-owned subsidiary or to a successor corporation or entity in connection with a merger, consolidation or transfer of all or substantially all of the assets of CARDOPZ.

d. Survival:

The provisions of Sections 1(e), 2(d), and 13 shall survive any termination of this Agreement.

e. Governing Law; Venue:

This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed, interpreted, and enforced in accordance with the laws of the State of California and the United States of America. Before resorting to arbitration or court proceedings, both parties agree to attempt binding mediation to resolve any disputes arising out of or relating to this Agreement. The state and federal courts located in San Diego, California shall have exclusive jurisdiction to adjudicate any dispute that cannot be resolved through binding mediation. Each party hereby consents to the jurisdiction of such courts and waives any right it may otherwise have to challenge the appropriateness of such forums.

f. Notices:

Any notice or report required or permitted by this Agreement, except as otherwise set forth in this Agreement, shall be in writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile, or forty-eight (48) hours after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid, if such notice is addressed to the party to be notified at such party's address or facsimile number as set forth on the signature page or as subsequently modified by written notice.

g. Severability; Waiver:

If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith, in order to maintain the economic position enjoyed by each party as close as possible to that under the provision rendered unenforceable. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms. No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of such rights or of any other rights hereunder.

h. Successors and Assigns:

Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties hereto, their successors and assigns.

i. Relationship of the Parties:

Nothing in this Agreement is to be construed as creating an agency, partnership, or joint venture relationship between the parties hereto.

j. Costs:

If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

k. Entire Agreement:

This Agreement, including all Exhibits hereto, is the product of both of the parties hereto, and constitutes the entire agreement between such parties pertaining to the subject matter hereof and merges all prior negotiations and drafts of the parties with regard to the transactions contemplated herein.

l. Additional Services:

If Gaming Facility desires customized reports, output or integration of Licensed Materials with other applications, or such other specific needs as Gaming Facility may determine (the "Additional Services"), the parties agree to enter into good faith negotiations for CARDOPZ to provide such Additional Services on a time and materials basis pursuant to a consulting agreement.

m. Counterparts:

This Agreement may be executed in counterparts which, taken together, shall form one legal instrument. This Agreement may be executed by facsimile or electronic signatures, and any such signature shall have the same force and effect as an original signature.

EXHIBIT A - Description of the CARDOPZ Platform

This Exhibit A details the CARDOPZ Platform, a fully cloud-hosted, multi-tenant Software as a Service (SaaS) platform designed to streamline and enhance the operations of gaming facilities. This modular, cloud-native system is centrally maintained, ensuring consistent performance and security across all components. The platform is engineered to support the dynamic needs of casino operations, providing real-time data management and operational insights from any authorized device.

1. Platform Components

a. CARDOPZ Cloud: This component serves as the backbone of the CARDOPZ Platform, offering secure, cloud-based access to all platform functionalities. It enables real-time data management and operational oversight through a centralized Microsoft Azure cloud database, ensuring data integrity and availability at all times. The CARDOPZ Cloud is designed to facilitate seamless integration across various operational modules, providing a unified interface for managing casino activities.

b. CARDOPZ Desktop: Installed on designated workstations, the CARDOPZ Desktop application enhances workflows that require connected devices. It is not a standalone application but is designed to work in conjunction with the CARDOPZ Cloud, providing essential operational features for on-premises use. This integration ensures that all data and operations are synchronized across the cloud and desktop environments, allowing for efficient management of casino operations.

c. CARDOPZ Player Network: This component connects players and casino operations through a secure network, enabling features such as player tracking, promotions, and rewards management. The CARDOPZ Player Network is designed to enhance the player experience by providing personalized services and real-time updates on promotions and events.

2. Reliability and Security

The CARDOPZ Platform is built on a robust infrastructure that prioritizes reliability and security. The platform benefits from Microsoft Azure's global network of data centers, providing reliable connectivity, scalability, and fault tolerance. Data security is ensured through encryption in transit and at rest, with regular security assessments conducted to maintain compliance with applicable data protection laws, including GDPR and CCPA.

3. Availability

The CARDOPZ Platform is available 24/7/365, with an operational uptime commitment of 99.70% on a monthly average, excluding scheduled maintenance downtimes.

4. Exceptions

Downtime caused by external factors, such as hardware or utility failures, acts of God, government actions, natural disasters, or other circumstances beyond CARDOPZ's control, are not included in the software availability calculation.

5. Scheduled Maintenance

Maintenance downtime is scheduled with prior notification to the Gaming Facility at least three business days in advance, limited to an average of two hours per month to minimize disruption.

6. Data Security and Backup

The platform uses Microsoft Azure Cloud SQL Server databases for secure, redundant, and centralized data management, with encryption in transit and at rest. Robust backup protocols ensure data integrity and recovery in case of unexpected outages or data loss.

EXHIBIT B - Fees and Term of the License Agreement

This Exhibit B outlines the fees and terms associated with the License Agreement for the CARDOPZ Platform, a cloud-hosted, multi-tenant SaaS system designed for Gaming Facilities to manage cardroom operations.

1. Gaming Facility Information

The Gaming Facility information will be as specified in the executed License Agreement.

2. License Fee

The Gaming Facility is required to pay a License Fee for the use of the CARDOPZ Platform. The License Fee is calculated based on various factors, including the number of tables, selected plan, module add-ons, and volume data usage. Exhibit F details the modules and features included with each plan. The License Fee includes access to support services as detailed in Exhibit E. CARDOPZ will issue a proposal for the recommended plan prior to the execution of this Agreement for the Gaming Facility's review and approval.

3. Payment Terms

a. Deployment Services/Setup Fee: Payable upon execution of the Agreement, covering environment setup, system installation, database configuration, initial onboarding, and training, as described in Exhibit C. Deployment Services will not commence until payment is received.

b. Recurring License Fee: The Gaming Facility may choose from various payment options as specified in the executed License Agreement.

c. Additional Costs: Monthly statements will include charges for third-party programs, database hosting, and optional services based on usage, configuration, or selected modules. This includes charges for any additional CARDOPZ products or modules added to the plan, which will be prorated and added to the monthly billing for the remainder of the current term.

I. Volume Levels:

  • Low Volume: <50 daily players, <40% peak table usage, <2-hour avg sessions, <2 weekly tournaments, <100 daily transactions.
  • Medium Volume: 50-200 daily players, 40-70% peak table usage, 2-4 hour avg sessions, 2-5 weekly tournaments, 100-500 daily transactions.
  • High Volume: 200+ daily players, 70%+ peak table usage, 4+ hour avg sessions, 5+ weekly tournaments, 500+ daily transactions.

II. Communication credits will be pre-loaded as specified in the executed License Agreement. Additional credits will be billed at prevailing rates.

III. Phone Numbers: Dedicated phone numbers for SMS communications are available at standard monthly rates.

d. Suspension and Cure Period: If services are suspended due to non-payment, the Gaming Facility has 30 days to cure the default. If payment is not made within this period, the entire remaining balance of the agreement becomes due immediately. During the suspension period, monthly fees and interest charges at a rate of 1.5% will continue to accrue.

4. Third-Party Programs

Access to third-party programs may be provided through the Services or bundled with the CARDOPZ Platform. These programs are governed by their own license terms, which may include open-source or free software licenses, and those terms will prevail over this Agreement. CARDOPZ will include any charges for third-party programs required to support operational functionality in its monthly invoice. Hosting charges are determined by database size and will fluctuate based on configuration and usage.

5. Tax Responsibilities

All payments required by this Agreement are exclusive of federal, state, local, and foreign taxes, duties, tariffs, levies, and similar assessments. CARDOPZ will ensure compliance with applicable tax regulations for digital services, including the collection and remittance of sales tax where required. Taxes are also applied across all hardware purchases. Applicable taxes will be added to the monthly billing based on the client's location. The Gaming Facility agrees to bear and be responsible for the payment of all such applicable charges, excluding taxes based on CARDOPZ's domestic and foreign net income. If the Gaming Facility is a tax-exempt entity, it must provide a certificate of exemption upon execution of this Agreement.

6. Term Period

a. Initial Term: The Agreement is non-cancellable and non-refundable and shall remain in effect for an initial term of twelve (12) months from the Effective Date.

b. Renewal Term: The Agreement shall automatically renew for successive one-year terms following the Initial Term, at CARDOPZ's then-current pricing, unless either party provides written notice of termination at least thirty (30) days prior to the end of the current term.

7. Deployment Pricing

Deployment Services pricing is based on the CARDOPZ deployment team having access to the required systems, network, or departments. Without such access, timely communication, or connectivity for the duration of the implementation timeline, additional deployment time and fees will apply. Pricing excludes any applicable hardware, database, or resourcing costs required by the Gaming Facility. CARDOPZ will provide a cost estimate for such needs as described in Exhibit C, Section 1c.

8. Deployment Timeline

The CARDOPZ Platform deployment will be completed within 30 days from the execution of this Agreement, provided all necessary information and access are granted by the client.

9. Fee Structure

a. Table Count: Will be used to determine plan and may be audited as outlined in Section 3.

b. Total Tables: As specified in the executed License Agreement

c. Monthly Subscription Fee: Covers access to the CARDOPZ Platform and CARDOPZ Player Network, Software Updates, and Support Services.

d. Deployment Services Fee: Includes environment setup, remote system Installation, database configuration, initial onboarding, and training.

10. Subscription Pricing

Pricing for the CARDOPZ Platform subscription, deployment services, and add-on modules will be as specified in the executed License Agreement between CARDOPZ and the Gaming Facility. Pricing varies based on facility size, table count, volume level, and selected services.

11. Optional Onsite Installation Services

If the Gaming Facility elects onsite installation services in lieu of standard remote deployment, the following pricing structure applies:

a. Regional Pricing (1 Technician, 2-3 Days):

  • West Coast (CA, NV, AZ): $6,500
  • Central US: $7,500
  • East Coast: $8,500
  • Alaska, Hawaii, International: Quote upon request

b. Premium Service Option:

  • Two Technicians (2-3 Days): Add $6,000 to regional pricing
  • Extended Days: $2,500 per additional day
  • Weekend/Holiday Installation: 50% premium on base rate
  • Expedited Scheduling (less than 14 days notice): 25% premium

c. Included in Onsite Installation:

  • Round-trip economy airfare for technician(s)
  • Standard business hotel accommodations
  • Ground transportation (rental car or rideshare)
  • Meal allowance ($75 per day per technician)
  • 4-5 hours of active support daily
  • On-call availability during business hours for duration of visit
  • All hardware setup and configuration
  • Hands-on staff training
  • Go-live support and optimization

d. Payment Terms for Onsite Installation:

  • Payment due in full 7 business days prior to scheduled travel
  • Fees are non-refundable once travel arrangements are booked
  • Cancellation policy:
    • Full refund with 14+ days notice
    • 50% refund with 7-13 days notice
    • No refund with less than 7 days notice

e. Additional Considerations:

  • Installation scheduling subject to 14-day advance notice and technician availability
  • Gaming Facility may upgrade travel accommodations at their own expense
  • Scope limited to CARDOPZ Platform installation; additional IT infrastructure work billed separately
  • Remote installation support remains available at no additional cost if onsite services are not selected

EXHIBIT C - Deployment Services, Onboarding, and Training

This Exhibit C outlines the Deployment Services, including onboarding, Installation, and training of the CARDOPZ Platform. These services ensure the Gaming Facility is operational within a streamlined 30-day timeline.

1. Installation & Deployment Options

Installation and deployment services are tailored to the specific table count and needs of each Gaming Facility. The Gaming Facility may choose between standard remote installation (included) or optional onsite installation services.

a. Standard Remote Installation (Included):

  • 4 hours of remote support during the 30-day deployment timeline
  • Video conferencing for setup assistance and training
  • Screen sharing for real-time configuration guidance
  • Email and phone support during business hours
  • Access to recorded training materials and documentation
  • Remote troubleshooting and optimization

b. Optional Onsite Installation Services:

When selected, CARDOPZ will provide on-premises installation with dedicated technician(s) at the Gaming Facility location. Pricing is detailed in Exhibit B, Section 11.

Day 1 - Setup & Infrastructure (4-5 hours):

  • Hardware installation and configuration
  • Network setup and connectivity testing
  • Workstation deployment and software installation
  • Database initialization and security configuration
  • Integration with existing systems
  • Initial system testing and validation

Day 2 - Training & Optimization (4-5 hours):

  • Hands-on staff training with live system
  • Department-specific workflow training
  • Live floor testing with actual operations
  • Custom report configuration
  • Management dashboard overview
  • Best practices and tips for daily operations

Day 3 - Go-Live Support (if included):

  • Live operation monitoring during peak hours
  • Real-time issue resolution
  • Final system adjustments based on live usage
  • Documentation handoff and review
  • Final sign-off procedures
  • Transition to ongoing support

c. Installation Deliverables:

Regardless of installation method chosen, the Gaming Facility will receive:

  • Fully configured CARDOPZ Platform ready for operations
  • Trained staff capable of daily system operations
  • Complete documentation package
  • Administrator access and credentials
  • 30-day post-installation support
  • Access to ongoing support services as outlined in Exhibit E

Pricing is based on the number of active tables, ensuring that all necessary resources and infrastructure are optimized for performance. Any additional requirements will be addressed and agreed upon prior to deployment.

2. Hardware Considerations

a. CARDOPZ will provide a list of recommended hardware, which the Gaming Facility may procure through its own processes or directly from CARDOPZ to maintain warranties and support under the terms accompanying the purchase.

b. The Gaming Facility is responsible for installing hardware at its location, except where otherwise specified or agreed. If additional hardware Installation is requested beyond the scope of this Agreement, both parties must follow the procedural requirements outlined herein.

c. CARDOPZ makes no warranties, express or implied, for third-party hardware, including merchantability or fitness for a particular purpose. Any warranty shall be provided solely by the manufacturer(s). CARDOPZ warrants only that recommended hardware will be capable of supporting the CARDOPZ Platform.

3. Hardware Specifications

The minimum hardware requirements necessary to ensure optimal performance of the CARDOPZ Platform are detailed in Exhibit D. The Gaming Facility must meet these specifications for all front desk workstations and general operations.

4. Delivery

a. CARDOPZ shall make the Licensed Materials, including the CARDOPZ Platform, available via secure internet access within 10 days of the Effective Date or within 5 days after the Gaming Facility completes its responsibilities as outlined in Exhibit D, whichever occurs later.

b. The Gaming Facility's responsibilities include providing access to required hardware, systems, and networks; assigning support contacts for deployment activities; and ensuring the facility meets the minimum hardware and network specifications provided in Exhibit D.

c. CARDOPZ shall not be held responsible for delays in delivery caused by the Gaming Facility's failure to meet these responsibilities or by third-party shipping or manufacturing delays for hardware procured through CARDOPZ.

5. Deployment Training

a. CARDOPZ shall provide Deployment Training for the CARDOPZ Platform, including up to 4 sessions of 1 hour each of remote training at no additional charge during the 30-day deployment timeline. These sessions will cover an introduction to the CARDOPZ Platform and its core functionalities, remote guidance for using the CARDOPZ Cloud and Desktop applications, workflow optimization tailored to the Gaming Facility's operations, and Q&A and troubleshooting for operational readiness.

b. The Gaming Facility must identify and assign users within applicable departments to participate in training, facilitate staff training in alignment with the mutually agreed-upon training plan, and set up a test environment for training that meets the minimum configuration and hardware requirements outlined in Exhibit D.

c. The Gaming Facility may request additional training for employees who have completed initial sessions or for new employees, subject to the cost terms outlined in Exhibit E. Refresher Training costs will include all related travel, food, and lodging expenses incurred by CARDOPZ trainers, which will be invoiced separately.

d. Training sessions must be scheduled by the Gaming Facility within the 30-day deployment window. Unused training sessions will not roll over or be available after the deployment period without additional charges.

EXHIBIT D - Gaming Facility Configuration and Hardware Requirements

This Exhibit D relates to the CARDOPZ Platform as described in Exhibit A. Deployment Services, including remote Installation and training of the CARDOPZ Platform and configuration of the CARDOPZ Player Network for the Gaming Facility, shall be provided by CARDOPZ as set forth in this Exhibit, during the Term of this Agreement. Deployment follows a streamlined 30-day timeline to ensure the Gaming Facility is operational and ready to go live efficiently.

1. Installation & Deployment

a. The Gaming Facility shall identify and assign users to work with CARDOPZ, as well as designate support contacts within each department prior to, during, and after deployment.

b. CARDOPZ will work with the Gaming Facility to ensure timely provision of documents, access, and resources to execute the deployment plan according to the 30-day go-live timeline.

c. CARDOPZ will provide a cost estimate to the Gaming Facility for any required hardware, database resources, or other configurations needed for Installation and deployment, as specified in Exhibit C.

2. Hardware Considerations

a. CARDOPZ shall provide a list of recommended hardware that the Gaming Facility may procure either directly through CARDOPZ or via its own procurement process. Only hardware purchased through CARDOPZ will include hardware support from CARDOPZ, subject to the terms and manufacturer warranties provided at the time of purchase. Warranty claims for such hardware must be directed to the third-party manufacturer, and CARDOPZ will facilitate the claims process on behalf of the Gaming Facility as part of its support services.

b. The Gaming Facility is responsible for installing all hardware at its location unless otherwise agreed upon in writing. If the Gaming Facility requests CARDOPZ to perform additional hardware Installation beyond the scope of this Agreement, such services will be billed separately under a Statement of Work.

c. CARDOPZ does not provide any warranties, express or implied, for third-party hardware, including but not limited to warranties of merchantability or fitness for a particular purpose. Any applicable warranties are provided solely by the hardware manufacturer. CARDOPZ warrants only that hardware recommended and purchased through CARDOPZ will be capable of supporting the CARDOPZ Platform as intended.

d. For hardware procured through CARDOPZ, CARDOPZ will configure and ship the devices to the Gaming Facility in a timely manner. CARDOPZ shall not, however, be held liable for deployment delays caused by third-party shipping or manufacturing lead times.

3. Hardware Specifications (Minimum Requirements for PC Workstations)

These specifications represent the minimum requirements. For optimal performance, especially when managing multiple displays or running concurrent applications, increased hardware specifications is recommended. CARDOPZ can evaluate and provide recommendations based on specific usage needs.

  • Operating System: Windows 10 Pro or higher
  • Processor: Minimum quad-core processor with 2.4 GHz or faster. Note: The highest processor requirements depend on the workstation's usage and the number of applications running simultaneously. For optimal performance, a more powerful processor is recommended based on specific needs.
  • Memory: 16GB RAM or greater. Note: Memory requirements may increase with multiple screens or applications. More RAM is recommended for enhanced performance.
  • Storage: 500GB SSD or larger
  • Display: Full HD Monitors (1920x1080 resolution)
  • Ports: Minimum of 5 total USB/USBC ports and 2 Ethernet ports for third-party hardware integration at front-desk workstation

4. Networking

a. Internet Connection: Dedicated fiber-optic or equivalent high-speed network, ensuring a minimum download/upload speed of 100 Mbps for seamless operation.

b. WiFi: Commercial-grade equipment with support for Wave 2 802.11ac and 5GHz band.

c. Ethernet: Standard network card with a transmission rate of 1Gbps or better. For displays we recommend HDMI splitter to Data Cables for streaming web content on multiple TV's.

d. Hardware maintenance shall be provided solely by the manufacturer or third-party reseller, and CARDOPZ shall not be responsible for ongoing hardware maintenance unless expressly agreed upon in writing.

e. Redundancy: The Gaming Facility is recommended to maintain a failover solution, such as a 4G/5G hotspot or secondary internet connection, to ensure uninterrupted operations during network outages or emergencies.

5. Delivery

a. Subject to the terms and conditions of this Agreement, CARDOPZ shall make the Licensed Materials, including CARDOPZ Platform and CARDOPZ Player Network, available via:

I. Secure internet access within 10 days of the Effective Date or within 5 days after the Gaming Facility completes its responsibilities outlined in Exhibit D, whichever occurs later.

b. CARDOPZ shall not be responsible for any delays in delivery caused by third-party manufacturers, resellers, or shipping carriers for hardware procured through CARDOPZ. Once the hardware is received, CARDOPZ will ensure timely configuration and shipment to the Gaming Facility.

6. Deployment Training

a. CARDOPZ shall provide Deployment Training up to 4 sessions of 1 hour each of remote training during the 30-day deployment timeline of the CARDOPZ Platform, as outlined in Exhibit A, at no additional charge. These sessions will include but are not limited to:

  • An introduction to the CARDOPZ Platform and its core functionalities.
  • Remote guidance for using the CARDOPZ Platform and CARDOPZ Player Network.
  • Workflow optimization tailored to the Gaming Facility's operations.
  • Q&A and troubleshooting for operational readiness.

b. All sessions must be scheduled by the Gaming Facility within the 30-day deployment window. Unused training sessions will not roll over or be available after the deployment period without additional charges.

7. Gaming Facility Responsibilities

a. Identify and assign Users within applicable departments to work with CARDOPZ during the training period.

b. Facilitate staff training per the mutually agreed-upon training plan.

c. Set up a test environment for training that meets the minimum configuration and hardware requirements outlined in Exhibit D.

d. The Gaming Facility may request Refresher Training for employees who have already completed training or for new employees, subject to the cost terms outlined in Exhibit E.

e. Refresher Training costs shall include all related travel, food, and lodging expenses incurred by CARDOPZ trainers, which will be invoiced separately to the Gaming Facility.

EXHIBIT E - Overview and Terms of Support Services

This Exhibit E outlines the Support Services provided concurrently with the CARDOPZ License Agreement. These services are designed to ensure the smooth operation and maintenance of the CARDOPZ Platform for the Gaming Facility throughout the subscription term.

1. Service Availability and Coverage

a. Self-Help Resources: 24/7 access to User Manuals, Licensed Materials, and Documentation. Cost included.

b. General Maintenance: Software Updates, Error Corrections, and Licensed Materials Maintenance. Cost included.

c. Technician Support: Online/Remote (Mon-Fri, 8 AM - 5 PM PST). Cost included.

d. Refresher Training Hours: Training sessions included during the Deployment Services 30-day timeline; additional hours are available at hourly rates with a minimum of 1 hour booked and 24 hours' notice required.

e. 24/7 Emergency Standby Support: Available for critical incidents at hourly rates with a minimum of 1 hour booked and 24 hours' notice required.

f. Software Upgrades: Add-ons are available at additional costs and are not included unless explicitly agreed upon. Cost to be determined based on specific upgrade requirements.

2. Accessing Support

Support incidents may be initiated by:

  • Emailing support@CARDOPZ.com
  • Call/Text/Voicemail (619) 810-5633
  • Submitting a ticket online at https://support.CARDOPZ.com
  • Support may be delivered through telephone, email, or remote assistance, with responses provided based on the priority of the incident.

3. Scope of Support

CARDOPZ offers support for:

  • Troubleshooting and resolving software Errors or malfunctions.
  • Assistance with Installation and deployment.
  • Guidance on software administration and best practices.
  • Responding to general inquiries regarding the CARDOPZ Platform.

4. Covered Adjustments

At no additional cost, CARDOPZ will provide the Gaming Facility with:

  • Software Updates.
  • Error Corrections.
  • Licensed Materials Maintenance Services.

5. Exclusions

  • Software Upgrades are not covered unless explicitly agreed upon.
  • Additional add-on modules are not included and are available at an additional cost.

6. Cost for System Support

a. On-Site Technician Support: Available at hourly rates with minimum requirements as specified in the executed License Agreement. Requests require advance notice and are billed separately with a statement of work.

b. Refresher Training: Additional Refresher Training beyond the initial Deployment Training is available at hourly rates and is billed separately with a statement of work.

7. Support Protocols

Support tickets are categorized and prioritized as follows:

  • Critical: Critical feature loss with no workaround available. Initial response within 1 hour. Daily updates until resolved.
  • High: Severe service disruption with a workaround available. Initial response within 4 hours. Updates every 24 hours until resolved.
  • Medium: Secondary feature impairment with minimal inconvenience. Initial response within 1 business day. Weekly updates or upon request until resolved.
  • Low: Minor issues or enhancement requests. Initial response within 2 business days. Scheduled updates and resolutions based on mutual agreement or during the next available maintenance window.

8. Unresolved Issues

CARDOPZ will maintain communication regarding unresolved tickets requiring further investigation or development and will provide updates to the designated contact person.

9. Gaming Facility Responsibilities

To ensure timely and effective Support Services, the Gaming Facility shall:

  • Register all users and Designated Support Contacts with CARDOPZ.
  • Appoint a Designated Support Contact to act as the primary liaison.
  • Provide timely access to required systems, information, and personnel.
  • Follow recommended procedures for resolving issues, including providing requested data/files.
  • Schedule a time for remote training with CARDOPZ within the 30-day deployment window to ensure timely completion of Deployment Training.
  • Notify CARDOPZ of potential Errors or malfunctions promptly.

10. Exceptions

CARDOPZ is not obligated to provide support for:

  • Products, features, or equipment not supplied by CARDOPZ.
  • Alterations or modifications to the CARDOPZ Platform without prior written approval.
  • Failures caused by non-compliance with instructions or unsupported environments.
  • Issues caused by negligence, abuse, or factors beyond CARDOPZ's control.
  • Third-party hardware or software configurations beyond CARDOPZ's limited discretionary troubleshooting.
  • Failures or Errors resulting from not meeting the minimum requirements as defined in Exhibit D, Section 4.

Service Level Summary Table

Service Type Availability Cost
Self-Help Resources 24/7 Included
General Maintenance Automatic Included
Technician Support Mon-Fri 8 AM-5 PM PST Included
Emergency Support 24/7 Per executed agreement
On-Site Support By appointment Per executed agreement
Refresher Training By appointment Per executed agreement

EXHIBIT F - CARDOPZ Platform Modules and Features

This Exhibit F outlines the modules and features available with the CARDOPZ Platform, a cloud-hosted, multi-tenant Software as a Service (SaaS) system designed to streamline and enhance gaming facility operations. Access to these features varies by the selected subscription plan, as detailed in the executed License Agreement. Optional add-ons, integrations, and customizations may be subject to additional charges.

1. Core Platform Modules (All 10 Modules Included)

The following foundational modules are integral to the CARDOPZ Platform and are included across all subscription tiers, providing essential operational capabilities for gaming facilities.

a. Gaming Floor Management: Table Operations Management, Cash Game Session Tracking, Digital Time/Collection Processing, Dealer Performance & Table Assignments, Dealer Tablet Display, Service Alerts, Membership Fee Management, Table Timeline & Tracking

b. Tournament Management: Registration & Buy-in Processing, Blind Level & Payout Structure Templates, Tournament Clock Controller, Alternates & Re-entry Management, Event Scheduling & Series, Section View & Table Breaking, SMS Registration & Seating, Results & Chip Count Reports

c. Waitlist Management: Digital Waitlist & Interest Lists, SMS/Text Player Paging, Automated Must-Move Lists, Chip Pick-Up Integration, Auto Paging Roll-Off, Customizable Board Displays, Guest/Unknown Quick Seating, Mobile App Registration

d. Player & Employee Tracking: Player Account Management & KYC, Employee Role & Permission Control, Barred Patron Tracking & Audit, SMS Remote Registration, Duplicate Account Prevention, Visit & Session History, Player Messaging System, ID/Passport Scanning

e. Promotions & Rewards: Time/Points Promotion Engine, Jackpot Pool Management & Display, High-Hand Tracking & Payouts, Voucher Creation & Distribution, Promotion Schedule & Events, Jackpot Increase Approvals, Loyalty Kiosk & Self-Service, Real-Time Promotional Displays

f. Membership & Time Collection: Membership Tier & Subscription Management, Time/Credit Sales & Digital Purchases, Table-Side Digital Collection, Daily Purchase History Reports, Account Balance Tracking, Private Club Fee Management

g. Player Cage Cashier: Chip/Cash Buy-in & Cash-out Processing, Player Bank Account Management, MTL Compliance Logging, YTD Winnings & Losses, Transaction Void & Adjustments, Minimum Gaming Day Alerts, Shift Reconciliation Reports, Cashier Window Management

h. Reporting & Analytics: Real-Time Operational Dashboards, Player Activity & Rating Analytics, Dealer Performance Reports, Revenue & Drop Analysis, Tournament Statistics, Barred Player Compliance, Daily Count & Check-in History

i. Mobile Player App (White-label): Live Game & Tournament Display, Mobile Waitlist Registration, Tournament Pre-Registration, Player Account Access, Push/SMS/Email Notifications, Promotion & Jackpot Viewing, Digital Player Inbox, No App Store Download Required (PWA)

j. Display & Hardware Management: Waitlist Board Configuration, Tournament Clock Displays, Jackpot Amount Boards, Promotional Message Screens, Section-Specific Display Controls, Player Kiosk Integration, Hardware Device Support (RFID/Scanners), Thermal Receipt Printer Support

2. Optional Add-On Modules

The following modules offer enhanced functionalities and may be available as optional add-ons at additional monthly rates as specified in the executed License Agreement:

a. Employee Cage & Vault (+$250/mo): Vault Inventory Management, Cash & Chip Analysis, Cashier Window Bank Tracking, Employee Bank Management, Imprest Fund Tracking, Fill & Exchange Processing, Shift Reconciliation

b. Payouts & Tax Documents (+$250/mo): W-2G/1099/W8-BEN Generation, Tournament & Promotional Payout Workflows, TIN/SSN Verification, State Withholding Calculations, Unclaimed Winnings Management

c. Security ID Scanning (+$250/mo): Advanced ID/Passport Verification, Real-Time Barred List Checking, Duplicate Account Prevention, Entry Point Access Control, Player Card & Badge Printing

d. Dealer Coordinator (+$250/mo): Dealer Scheduling HR Import, Performance-Based Rotation, Table Ranking System, Break & Relief Management, Table Coverage Optimization, Activity Timeline Reports

e. Count Room (+$250/mo): Drop Box Collection Tracking, Revenue Reconciliation Reports, Progressive Jackpot Auditing, Table Win/Loss Calculation, Tip Pool & Drop Tracking, Variance Analysis

3. Optional Services

The following services are available at an additional, custom-quoted cost, as they involve specialized requirements or dedicated resources beyond standard subscription offerings.

a. Custom Dashboards: Development of bespoke data visualization dashboards tailored to specific operational or analytical needs.

b. Scheduled Reporting: Configuration and delivery of automated daily, monthly, or yearly reports with customized content and formats.

c. API Access & Integrations: Provision of API (Application Programming Interface) access for custom integrations with other third-party applications or systems, enabling specific data access and/or retention functionalities.

d. Dedicated Account Manager: Assignment of a dedicated account manager for personalized support and strategic guidance.

e. Tax Workflow Support / Custom Compliance Review: Specialized assistance with complex tax workflows and custom compliance reviews to meet unique regulatory requirements.

f. Dedicated Project Planning: Comprehensive project planning services for large-scale deployments or custom solution implementations.