END USER LICENSE AGREEMENT IMPORTANT -- READ CAREFULLY BEFORE ACCEPTING THIS AGREEMENT: CryptoLogic encourages you to review the current description of the ECASH Software ("Software") and Services at CryptoLogic's web site at www.cryptologic.com/ecash prior to executing this Agreement. CryptoLogic encourages you to obtain independent legal advice prior to executing this Agreement. Be advised that by clicking the "I ACCEPT" button located at the bottom of this page, or by installing, copying or otherwise using the Software, you agree to be bound by the terms and conditions of this Agreement. 1) GRANT OF LICENSE. Subject to the terms, conditions and restrictions contained in this Agreement, and subject to the payment of any requisite license and/or user fees (the "Fees"), CryptoLogic hereby grants you (the "User") a non-exclusive, non-transferable, perpetual, worldwide license to use the Software, to use the Ecash electronic cash services (the "Services"). 2) ECASH SERVICES. The Software provides Users with the functionality to perform secure electronic financial transactions over the Internet including the buying and selling of merchandise and/or services, the distribution of software and the secure transmission of information (including e-mail documents). a) Subject to the terms, conditions and restrictions contained in this Agreement, a User may use the Services to transfer funds (a "Transfer Transaction"); (i) from you to your account maintained by CryptoLogic under the Software ("User Account") and, (ii) to you from your User Account, (iii) from your User Account to the account of a merchant ("Merchant"). A Merchant is a User that accepts Transfer Transactions from User Accounts in exchange for merchandise and/or services. b) Users may execute a Transfer Transaction by any of the following means: (i) by a credit card acceptable to CryptoLogic in its sole discretion, which credit card must be in good standing and registered in your name; (ii) by pre-authorized payment (ECP); (iii) by providing CryptoLogic with a valid cheque, money order or wire transfer; or (iv) by such other method deemed acceptable by CryptoLogic, in its absolute discretion, from time to time. c) You may authorize CryptoLogic to transfer funds from your User Account. In order to commence a Transfer Transaction you must first provide CryptoLogic with such information as CryptoLogic may require from time to time, which information you shall provide to CryptoLogic (i) in writing; (ii) via email; or (iii) through any other electronic process provided for in the Software from time to time. d) Except as herein provided, once the User has instructed CryptoLogic to effect a Transfer Transaction, it may not be terminated or reversed. If the User or CryptoLogic assert that any Transfer Transaction was made in error or without valid authorization, CryptoLogic may, in its absolute discretion, reverse or adjust such Transfer Transaction. e) CryptoLogic will have no liability whatsoever for any claims, damages or expenses which Users or any third party may incur or suffer as a result of (i) the processing, reversal or adjustment of any Transfer Transaction; (ii) CryptoLogic's failure or refusal to process, reverse, or adjust any Transfer Transaction; (iii) any delay (regardless of the cause) in the processing, reversal or adjustment of any Transfer Transaction. f) Notwithstanding the provisions of this Section 2, CryptoLogic may, in its sole discretion: (i) refuse to process any Transfer Transaction for any reason whatsoever; or (ii) modify the means by which Users may effect a Transfer Transaction. g) CryptoLogic represents that it maintains a surety bond (provided by Travelers Casualty and Surety Company of Canada), to a limit of U.S. $100,000 per customer, in the event that the customer has sustained a loss funds in their User Account(s) resulting from fraud and/or errors or omissions on the part of CryptoLogic Inc. 3) USER ACCOUNT. a) ACCOUNT SET-UP AND MAINTENANCE. As part of the process for setting up and maintaining your User Account CryptoLogic may perform credit investigations on you. You consent to CryptoLogic obtaining from, exchanging with or disclosing to third parties (financial institutions and credit reporting agencies) credit and personal information for the purposes of ensuring the accuracy of this information and conducting credit investigations on you. b) MULTIPLE USER ACCOUNTS. In the event that you have multiple User Accounts, such multiple User Accounts shall be deemed to be a single User Account for the purposes of this Agreement. At its sole discretion, CryptoLogic may consolidate such multiple User Accounts into a single User Account. c) INACTIVE USER ACCOUNT. Your User Account will be deemed to be inactive if you do not process a Transfer Transaction from your account to the account of a Merchant during a continuous period of ninety (90) days. Once your User Account is deemed to be inactive, you agree pay CryptoLogic a monthly service fee of $2.00 US (or the current balance of your account, if less) so long as a balance remains after which the account will be closed. You hereby authorize CryptoLogic to debit your User Account by the amount of this fee on the first day of the month following the day on which your User Account is deemed inactive, and on the first day of every month following while your User Account remains inactive, until your User Account becomes active again or the balance of your User Account is nil. 4) RESTRICTIONS. Subject to Section 26 of this Agreement, CryptoLogic may impose any restriction upon your use of the Services which it deems necessary, at any time and without prior notice. Such restriction include, but are not limited to: a) Determining: (i) when you may make a Transfer Transaction; (ii) the maximum and minimum amount of any Transfer Transaction; (iii) the maximum aggregate amount of Transfer Transactions that you may make during any given period; and (iv) the means by which any Transfer Transaction shall be commenced and/or processed; b) Refusing to accept your User Account application for any reason whatsoever; and c) Closing your User Account at any time and for any reason whatsoever, provided further that CryptoLogic shall remain obligated to pay to you the balance in your User Account, except as otherwise provided herein. 5) LICENSEE'S WARRANTIES, REPRESENTATIONS AND COVENANTS: In exchange for the rights and privileges granted hereunder, you hereby provide CryptoLogic with the following warranties, representations and covenants. You acknowledge that these warranties, representations and covenants are provided solely for CryptoLogic's benefit and that CryptoLogic is relying these warranties, representations and covenants. You warrant, represent and covenant that: a) You are of legal age where you are resident ("Local Jurisdiction") and at least 18 years of age. b) You will not use the Software or the Services to engage in any activity which you know, or reasonably ought to know, will be illegal in the Local Jurisdiction. c) You will obtain any and all equipment and any third party software and/or third party services (including but not restricted to Internet access) necessary in order for you to properly operate the Software and use the Services. You are solely responsible for ensuring the suitability of any such equipment, third party software and third party services and for any and all costs associated therewith. You will not hold CryptoLogic responsible for any losses or damages you may suffer through the use or misuse of such equipment, third party software and third party services. d) You will only use the Software and the Services in accordance with the provisions of this Agreement. e) You are responsible for the protection of your Ecash user name, password and personal identification number (collectively the "Confidential User Information"). You will take all necessary and reasonable steps to protect the Confidential User Information from disclosure. You will not divulge the Confidential User Information to any third party. You will not permit third party to use the Software or the Services by using your Confidential User Information. You are solely liable for any and all losses, damages, costs or expenses that occur due to the disclosure of the Confidential User Information, whether authorized by you or not. f) You will treat all funds in your User Account with the same care and security precautions as you would cash money, but always using no less care than that of a reasonable person under similar circumstances. g) You will report any errors or unrecognized transactions ("Unrecognized Transactions") on your credit card statement and/or bank statement originating from a Transfer Transaction to CryptoLogic Inc, Customer Services within thirty days of the transaction date on the statement. You will discontinue using the software immediately upon discovering any Unrecognized Transactions. Users failing to report Unrecognized Transactions to CryptoLogic Inc within this thirty days period and/or continuing to use the Services will be conclusive evidence that the Unrecognized Transactions are accurate and that you have deemed to agree with the information. Users that have paid the total amount owing on their credit card statement partially or in full and have failed to report Unrecognized Transactions to CryptoLogic Inc within the thirty days period and/or continue to use the Services will be conclusive evidence that the Unrecognized Transactions are accurate and that you have deemed to agree with the information. h) You agree to pay CryptoLogic Inc for all services used and/or merchandise purchased through the use of the Software. This Agreement will terminate upon your disputing and/or failing to pay for any services used and/or merchandise purchased. You accept liability and agree to pay CryptoLogic Inc for all services used and/or merchandise purchased through the use of the Software if you continue to use the Software after disputing and/or failing to pay for any services used and/or merchandise purchased. Your continued use of the services under this agreement constitutes acceptance of prior activities effected under this Agreement. i) Any and all information which you have provided to CryptoLogic with respect to this Agreement or the Services is true in every respect and will continue to be true in every respect throughout the term of this Agreement. 6) LICENSEE'S ACKNOWLEDGMENTS. You acknowledge that: a) Your User Account is not a bank account and is therefore not insured, guaranteed, sponsored or otherwise protected by the Canada Deposit Insurance Corporation, the US Federal Deposit Insurance Corporation or by any other similar insurance system of any other jurisdiction, including but not limited to the Local Jurisdiction. b) Nothing in this Agreement shall be construed so as (i) to create any trust or fiduciary relationship between you and CryptoLogic; or (ii) to grant you any security interest whatsoever in the assets of CryptoLogic. c) CryptoLogic does not provide details of your User Account to any third party, with the following exceptions, (i) CryptoLogic reserves the right to release any and all information with respect to your User Account and/or your use of the Services in response to a request by a financial institution, credit reporting agency, a governmental agency, regulatory body or court of law, whether such request is made pursuant to a court order or otherwise, (ii) CryptoLogic reserves the right to provide details of your User Account to your credit card issuer, bank or credit reporting agency for the purpose of conducting a credit investigation, (iii) CryptoLogic reserves the right to provide details to a credit reporting agency where the User has failed to pay CryptoLogic for a disputed transaction(s) and evidence exists to substantiate the transaction(s). d) The maximum amount of a Transfer Transaction out of a User Account may not exceed the amount of all previous Transfer Transactions into the User Account (including but not limited to credit card deposits) minus the amount of all previous Transfer Transactions out of the User Account (including but not limited to credit card refunds, credit card void transactions, cheque withdrawals and ECP withdrawals) minus all disputed amounts (including but not limited to credit card chargebacks) minus applicable service charges and/or fines. e) By initiating a Transfer Transaction out of your User Account you agree to pay the Merchant for any and all products purchased and/or services used. If you later dispute this payment then you agree to refund the disputed amount to your User Account or you agree that you are liable to CryptoLogic Inc for this disputed amount. 7) COPYRIGHT. a) The Software is licensed, not sold. Title, ownership rights and intellectual property rights in and to the Software and the Services are owned by CryptoLogic and are protected by Canadian copyright law and international treaty provisions. All rights not expressly granted to you hereunder are reserved to CryptoLogic. If you become aware that the Software or the Services are being used in any manner not authorized, either by this Agreement or otherwise, you will immediately notify CryptoLogic in writing. b) You will not assign or otherwise transfer the license to use the Software which is granted to you by this Agreement, or rent or lease any portion of the Software, and you will be solely liable for any damages, costs or expenses arising from unauthorized copying, assignment, distribution, renting or leasing. c) You will not reverse engineer, decompile, disassemble, modify, translate, or make any attempt to discover the source code of the Software, or create derivative works based on the Software, and you will be solely liable for any damages, costs or expenses arising from the foregoing. 8) SOFTWARE UPGRADES. CryptoLogic may develop or issue upgraded versions of the Software from time to time. At its sole option, and for a fee to be determined, CryptoLogic may make such upgrades available to you. If the Software you have is labeled as an upgrade, you must be properly licensed to use a product identified by CryptoLogic as being eligible for the upgrade in order to use the Software. Software labeled as an upgrade replaces and/or supplements the product that formed the basis for your eligibility for the upgrade, and following the upgrade you may use the resulting Software only in accordance with the terms of or in accordance with the license agreement which accompanies the upgraded version of the Software. 9) TERM. This Agreement is effective from the date you click on the "I ACCEPT" button and it shall continue in effect until terminated as provided herein. 10) TERMINATION. CryptoLogic may terminate this Agreement at any time, and for any reason whatsoever. No notice shall be required from CryptoLogic to effect such termination. You terminate this Agreement upon disputing and/or failing to pay CryptoLogic for any services used and/or merchandise purchased. You may also terminate this Agreement at any time by notifying CryptoLogic in writing of termination. Upon any termination of this Agreement, you shall immediately discontinue use of the Software and shall within three (3) days return to CryptoLogic, or certify destruction of all full or partial copies of the Software, documentation and related materials provided by CryptoLogic. Your obligation to pay any amounts due to CryptoLogic hereunder shall survive any termination of this Agreement. 11) NO WARRANTIES. a) THE SOFTWARE, THE SERVICES AND ANY RELATED DOCUMENTATION ARE SUPPLIED TO YOU "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. CRYPTOLOGIC DOES NOT WARRANT THAT THE SERVICES , THE SOFTWARE OR ANY RELATED DOCUMENTATION WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR SECURE, OR THAT ANY SOFTWARE DEFECTS ARE CORRECTABLE OR WILL BE CORRECTED. THE ENTIRE RISK AS TO THE USE, QUALITY AND PERFORMANCE OF THE SOFTWARE, THE SERVICES AND ANY RELATED DOCUMENTATION LIES WITH YOU. IN ADDITION, ANY SECURITY MECHANISMS IMPLEMENTED BY THE SOFTWARE OR THE SERVICES HAVE INHERENT LIMITATIONS, AND YOU MUST DETERMINE THAT THE SOFTWARE AND THE SERVICES SUFFICIENTLY MEET YOUR REQUIREMENTS. b) IN THE EVENT THAT YOU ARE USING ANY THIRD PARTY EQUIPMENT, SOFTWARE OR SERVICES (COLLECTIVELY, THE "THIRD PARTY GOODS/SERVICES") IN CONNECTION WITH YOUR USE OF THE SOFTWARE OR TO ACCESS THE SERVICES, THE COMPLETE RISK AS TO THE QUALITY AND PERFORMANCE OF SUCH THIRD PARTY GOODS/SERVICES RESTS WITH YOU. SHOULD SUCH THIRD PARTY GOODS/SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY REPAIRS OR CORRECTIONS. 12) LIMITED LIABILITY. a) IN NO EVENT WILL CRYPTOLOGIC, ITS LICENSEES, DISTRIBUTORS, SUBSIDIARIES, AFFILIATES AND ALL OF THEIR OFFICERS AND DIRECTORS, NOR ANYONE ELSE INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SOFTWARE OR THE SERVICES, BE LIABLE FOR ANY DAMAGES OR LOSSES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE OR THE SERVICES. THIS DISCLAIMER AND LIMITATION APPLIES REGARDLESS OF THE CAUSE OR NATURE OF THE LOSSES OR DAMAGES INCLUDING, WITHOUT LIMITATION, LOST REVENUE OR PROFITS, INTERRUPTIONS, LOSS OF DATA, INACCURATE RESULTS, OR DELAYS, AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF CRYPTOLOGIC IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BY AGREEING TO THE TERMS OF THE LICENSE PROVIDED TO YOU BY THIS AGREEMENT, YOU ALSO ACKNOWLEDGE THAT THE NOMINAL LICENSE FEE, IF ANY, REFLECTS THIS ALLOCATION OF RISK. b) SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, IN WHICH CASE THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU IN FULL. c) ANY ALLOWABLE CLAIM, IF ANY, WHICH YOU MAY BRING AGAINST CRYPTOLOGIC, MUST BE BROUGHT NO LATER THAN ONE HUNDRED AND EIGHTY DAYS AFTER THE DATE OF THE EVENT GIVING RISE TO THE CLAIM, AND YOU HEREBY WAIVE ANY RIGHT TO BRING ANY CLAIM NOT BROUGHT WITHIN SUCH ONE HUNDRED AND EIGHTY DAY PERIOD. 13) REMEDIES. Notwithstanding anything to the contrary provided for herein, you acknowledge that CryptoLogic's maximum liability to you under this Agreement and your sole remedy hereunder, shall not exceed the amount paid by the User to CryptoLogic to obtain this license, in the aggregate. 14) INDEMNITY. You agree to indemnify and hold harmless CryptoLogic, its licensees, distributors, subsidiaries, affiliates and all of their officers and directors, and anyone else involved in creating, producing or delivering the Software or the Services from and against any suit, demand, cause of action, claim, liability, damages, costs, expenses (including reasonable legal fees) fines, penalties, fees or any other charges whatsoever that result or arise, directly or indirectly from: a) your use or misuse of the Software and/or the Services; b) your breach of any provision of this Agreement including but not limited to the breach of any warranty, representation or covenant given by you hereunder; c) any action undertaken by CryptoLogic (i) to determine or clarify any of its rights or obligations hereunder; (ii) to protect and/or enforce its rights hereunder; or (iii) to collect any amounts due under this Agreement; d) the processing, reversal or adjustment by CryptoLogic of any Transfer Transaction; e) CryptoLogic's failure or refusal, to process, reverse, or adjust any Transfer Transaction; or f) any delay (regardless of the cause) in the processing, reversal or adjustment of any Transfer Transaction. 15) NO ENDORSEMENT OF MERCHANT AND/OR THIRD PARTY GOODS OR SERVICES. a) The display of a CryptoLogic trademark (including, but not limited to the display of any Ecash trademark) on any third party web site or product does not constitute an endorsement of such third party, nor of any product or service offered by such third party. b) It is possible to use the Software and the Services to access content, goods and/or services made accessible to you by third parties. CryptoLogic does not endorse such third party content, goods and/or services nor does CryptoLogic warrant their performance. You acknowledge that any access or use of such third party content, goods and/or services is at your own sole and complete risk, and that CryptoLogic shall have no liability to you or any third party for any losses or damages which you or any third party may suffer as a result of the access or use of such third party content, goods and/or services. 16) AVAILABILITY OF THE SERVICES. CryptoLogic shall use reasonable commercial efforts to ensure (i) that the portion of the Services which are typically provided on-line shall be available seven days a week, twenty-four hours a day; and (ii) that the portion of the Services which are typically provided off-line shall be available Monday through Friday, between 9:00am and 5:00pm eastern standard time. Notwithstanding the foregoing, CryptoLogic shall not be liable for any damages and/or losses which you or any third party may suffer as a result of CryptoLogic's failure to provide the Services. 17) EXPORT INDEMNIFICATION. If you are importing the Software from Canada, you agree to indemnify and hold CryptoLogic harmless from and against any import and export duties or other claims arising from such importation. 18) US GOVERNMENT PROCUREMENT. No United States of America government procurement regulations or Federal acquisition regulations shall be included hereunder or be binding on either party unless specifically agreed to in writing prior to incorporation herein. 19) UN CONVENTION. The rights and obligations under this Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods and/or any local implementing legislation, the application of which is expressly excluded. 20) NATURE OF RELATIONSHIP. The relationship between you and CryptoLogic pursuant to this Agreement is a business relationship and shall not at any time, either directly or indirectly, constitute or be construed as a partnership, a joint venture, a trust arrangement or a fiduciary relationship. 21) DISCREPANCY WITH SERVER. In the event of any discrepancy between your on-screen display and CryptoLogic's server with respect to balance in your User Account, the balance held on CryptoLogic 's server is hereby deemed to be the balance in your User Account. The determination of the balance in your User Account pursuant to this Section shall be final and binding. 22) ARBITRATION. You and CryptoLogic agree to use your best efforts to resolve any disputes or claims that may arise in connection with this Agreement and the Services. Any such disputes or controversies which cannot be so resolved will be referred to mandatory arbitration administered by the Canadian Arbitration Association (CAA) or the rules of such other Association designated by Cryptologic, according to its rules (the "Rules"). Where the Rules are in conflict with the provisions of this Agreement, the provisions of this Agreement shall govern. Any demand for arbitration by you or CryptoLogic will be filed, and the arbitration will be conducted, in the Association office closest to Toronto, Ontario. One arbitrator will be chosen according to the CAA Rules. Whenever possible, the arbitrator will award costs and expenses of the arbitration (including legal fees) in accordance with this Agreement. 23) RIGHT TO AUDIT. You agree / permit CryptoLogic to audit your compliance with this Agreement, as CryptoLogic deems reasonably necessary. 24) NOTICE. You will send all communications required in connection with any matter relating to this Agreement and/or the Services by regular mail to the physical address or by electronic mail to the email address noted below. Any such communication shall be deemed to have been received by CryptoLogic upon actual receipt thereof by CryptoLogic. Customer Services CryptoLogic Inc. 1867 Yonge St., 7th Floor Toronto, ON Canada M4S 1Y5 Email: account.services@cryptologic.com 25) AMENDMENT TO THIS AGREEMENT. CryptoLogic may modify, restate or amend the terms and conditions of this Agreement, or change or modify the Services or the Fees, from time to time by posting for no less than fourteen (14) days prior to the effective date of any change a copy of the change, modification, restatement or amendment: (i) in the "user message" that pops up on your screen from time to time when you log on to use the Services, (ii) on the "read me text" notice which pops up on your screen when you download and install the Software, and (iii) on CryptoLogic's Ecash information web site [provide link]. A copy of this Agreement, as updated from time to time, is available for your review at any time on CryptoLogic 's Ecash information web site [provide link]. If you commence or continue to use the Services after the effective date of the modification, restatement or amendment to the terms and conditions of this Agreement, or of the change or modification to the Services or the Fees, you will be deemed to have accepted the change whether or not you have chosen to read the "user message", the "read me text" and/or web site notice. 26) SURVIVAL. The terms and conditions of this Agreement that by their sense and context are intended to survive after performance hereunder shall survive the termination or expiration of this Agreement, including but not limited to Sections 5, 6, 7, 11, 12, 13, 14, 21, 22, 23 and 27. 27) MISCELLANEOUS. This Agreement, as amended by Section 25, shall constitute the complete and exclusive agreement between you and CryptoLogic and supersedes all other proposals, prior understandings or agreements of the parties pertaining to the Software or the Services. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will be ineffective in that particular jurisdiction, without affecting the validity or enforceability of the particular provision in other jurisdictions, or invalidating the remaining provisions of this Agreement. The original text of this Agreement is in English and any interpretation of this Agreement will be based on the original English text. If this Agreement or any documents or notices related to it are translated into any other language, the original English version will prevail. This Agreement shall be governed by the laws of the Province of Ontario. Last Revised: June 2000 IMPORTANT - YOU ARE ABOUT TO EXECUTE A BINDING LICENSE AGREEMENT. IF YOU CLICK ON THE "I ACCEPT" BUTTON, YOU AGREE TO BE BOUND BY THE TERMS, CONDITIONS AND OBLIGATIONS OF THE PRECEDING LICENSE AGREEMENT. IF YOU CLICK ON THE "I DO NOT ACCEPT" BUTTON YOU WILL NOT BE BOUND BY THE PRECEDING LICENSE AGREEMENT BUT WILL NOT BE PERMITTED TO INSTALL THE SOFTWARE OR ACCESS THE SERVICES. [I ACCEPT] [I DO NOT ACCEPT]