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Experience Credits cannot be purchased. CSI acknowledges and accepts that if CSI cannot, or does not, do so, Pala will not be responsible to fulfill its obligations to CSI under this Agreement or will be excused from timing expectations, as appropriate. Unless otherwise agreed to by the Parties in writing, the Social Casino, and any support or other services to be provided by Pala hereunder, shall be offered in the English language only. Pala shall provide the necessary technical expertise to launch and operate the Social Casino. Achievement Badges.

In the event of a contradiction between the terms of the Original Agreement and this Agreement, the terms of this Agreement will control. Irvine, CA Name: James A. These financial services shall include, upon offering the Social Casino on the open web, arranging for payment processing for each credit and debit card and other payment methods offered from time to time.

The following words and terms shall have the following meanings when used herein and such definitions shall apply to both the singular and plural forms of any such words and terms:.

For tournaments utilizing Shared Liquidity, CSI and other participating network partners shall share the costs of Promotions based upon their pro rata share of participating players, or as otherwise agreed to by all participating parties. No Social Casino Player shall receive a Promotion unless such Social Casino Player meets the eligibility requirements set forth in the official rules.

For the avoidance of doubt, amounts paid by a Person to advertise, sponsor or message on the Social Casino shall not be deemed Revenue hereunder, and shall be retained by CSI, unless otherwise agreed by the Parties in writing.

Pala shall develop the user interface design of the Social Casino on all Game Platforms. The specific terms of awarding Play Credits and the cost of Play Credits shall be determined by Pala; provided, however, that such terms must at all times comply with Applicable Law, Storefront policies, Game Platforms and any network rules established by Continue reading. Club Services Inc.

CSI shall be responsible for liability associated with the offering of Reward Credits in association with Promotions including, Promotions that have real-world value and shall ensure compliance with pala promotions Applicable Laws wherein it may obtain a legal opinion from reputable counsel.

Pala shall provide the Games as mutually agreed to by the Parties from time to time. Features and Tools. Ryan palainteractive. This pala promotions include, but is not to be limited to, the following:.

Advertising may be presented in web and mobile ad units. No prizes shall be awarded to the winners of any Games on the Social Casino; provided, additional Play Credits may be awarded to winners of Games and Experience Credits may be awarded to winners of Games or tournaments on the Social Casino.

In the event any supplier of Third Party Games or other content objects to the inclusion of its content in the Social Casino, Pala may exclude, or promptly remove, such Third Party Games or other content from the Social Casino.

Player Notifications. In no event shall CSI have any liability associated with the functionality of pala promotions Games, unless such activity was the result of a CSI request or customization.

Game and Tournament Management. In no event shall Pala have any responsibility for any fraud, malfunction or error related to, or bear any financial liability associated with any Promotion offered in connection with Rewards Credits.

The Parties agree pala promotions Pala shall not be liable to CSI for failure to comply with the Applicable Laws in jurisdictions outside North America in which the Social Casino is offered, unless such violation is the result of Pala failing to follow any written instruction from CSI regarding the same.

The Tournament Credits shall be awarded for free, at the commencement of the tournament and shall expire after the conclusion of the tournament.

Notwithstanding the foregoing, CSI acknowledges that certain advertising may be restricted by certain Game Platforms or Storefronts. If to CSI:.

Third Party Expenses do not include x any revenue share retained by a Storefront, which are deducted in determining Adjusted Revenue or y any costs or fees associated with marketing the Social Casino, Promotions, Hosting Costs, Verification Costs or any other costs related to the operation of the Social Casino, which shall be the responsibility of CSI.

Financial Services. The Parties agree that the Social Casino will not be offered in the state of Washington. Pala shall manage the provision and administration of the Credits to Social Casino Players. Pala Interactive, Inc. Third Party Game Content.

Pala may elect, in its sole and absolute discretion, to not offer Reward Pala promotions if Pala believes offering Reward Credits would violate Applicable Law. Notifications that occur when a Social Casino Player achieves something in a Game or to provide a Promotion.

Compliance with Laws. Technical Operations. Deployment on any other Game Platforms and the development fees associated therewith shall be negotiated by the Pala promotions more info a case-by-case basis.

Any and all travel and lodging expenses incurred by Pala and pre-approved by CSI in writing in read article with the performance of this Agreement, including with training or custom developments, shall be billed to and reimbursed by CSI at cost; provided, however, that Pala shall provide grand victoria foundation to 7 hours of training at no charge for the deployment of the launch of each of Phases I, II and III hereunder.

Experience Credits are awarded on all Games. Pala currently offers virtual goods. Pala shall be solely responsible for all quality assurance testing of the Social Casino, and all Games, on all Game Platforms prior to any Go Live Date. Risk Management. CSI shall be responsible for all marketing initiatives for the Social Casino, including advertising, player acquisition, retention and reactivation. If to Pala:. Websites and Domain Names. Reward Credits are awarded based on the player taking certain actions within the Social Casino including frequency and duration of play. Experience Credits help Social Casino Players progress in the Social Casino and unlock certain benefits, including game features and advancement to new levels. CSI shall consult with Pala regarding compliance with all Applicable Laws in connection with the marketing of the Social Casino in jurisdictions in which the Social Casino is offered. In the event that CSI does not notify Pala of any nonconformities within five 5 Business Days after receiving the Specifications, the Specifications will be deemed approved. Name: Adam Pliska. Progression Levels. Pala shall provide product management for the Social Casino. NOW, THEREFORE, in consideration of the promises and mutual covenants set forth herein and good and valuable consideration the receipt and sufficiency of which is hereby agreed to and acknowledged, the Parties hereby agree as follows:. Pala shall be responsible for risk management and managing consumer fraud, including enforcing the Terms of Service and Privacy Policy, any official rules, and other similar online agreements. Provision and Maintenance of Platform and Infrastructure. The schedules and recitals form an integral part of this Agreement and shall have effect as if set out in full in the body of this Agreement and any reference to this Agreement includes the schedules and recitals. Pala shall be responsible for Game management, including oversight and scheduling of Games and tournaments. Pala shall be responsible for the technical operation of the Social Casino, including 24X7 fully managed infrastructure support, including security, hardware and software upgrades, monitoring, backups, data archiving, bug fixes and future network-wide product upgrades across all available platforms. Pala shall be solely responsible for administering and monitoring the Social Casino, and, subject to any delay caused by an act or omission of CSI, Pala shall use commercially reasonable efforts to cause the Go Live Date to occur on a date to be mutually agreed by the Parties. Furthermore, Pala shall manage all aspects of such Third Party platform relationships, including the Facebook, Apple, and Google relationships, and any relationships related to an open-web offering. Free Accounts. Pala shall be responsible for timely securing Third Party platform and services relationships with respect to such Game Platforms to host the Social Casino, and shall be the owner of all app store accounts, including, without limitation, payment accounts, associated therewith. The Parties shall mutually agree on a case-by-case basis in good faith in writing as to which Party shall own the Intellectual Property Rights in and to any custom developments, except for any pre-existing Intellectual Property Rights owned by CSI, which may be incorporated therein. Rewards Credits are not awarded based upon the outcome of any Games. Leaderboard and Statistics. Tournament Credits are used exclusively for play in a particular tournament and expire immediately at the end of such tournament. During the Term, Pala shall be responsible for the operation of the Social Casino, and the provision of the Pala Platform, and any software necessary to operate it. The Play Credits shall be awarded on a free-to-play and a purchase model, including automatic, periodic free Play Credit awards, earning Play Credits by completing required actions, and purchasing Play Credits. Pala may elect, in its sole and absolute discretion, to not offer the Social Casino or any aspect thereof in any jurisdiction in the event that it determines a that the offering of the Social Casino or any aspect thereof would violate Applicable Laws or b operation in the jurisdiction will not be financially viable for Pala. CSI shall provide Pala with notice of its desire to offer a Pala Standard Tournament at least thirty 30 days prior to the desired tournament date. Rules of Interpretation. Furthermore, CSI shall be responsible for any taxes or assessments associated with any such Promotions, excluding taxes winners may be required to pay. Viral Mechanics. Furthermore, Pala may elect to offer a reasonable amount of coupon codes to give discounts on Play Credits; provided such coupon codes comply with Applicable Laws, Storefront policies, Game Platforms and any network rules established by Pala. CSI shall determine, in consultation with Pala: i whether any Third Party advertising, sponsorship or messaging appears in the Social Casino, and ii the extent of any Third Party advertising, sponsorship or messaging in the Social Casino; provided, however, that CSI has the right to cause Pala to insert sponsorship in the Branded Game of poker, where technically feasible; provided any costs of which shall be considered Custom Development. When a new progression level is achieved, the Social Casino Player may receive Play Credits, new features, or other benefits. If CSI reasonably determines that the Specifications do not materially comply with the terms and conditions of this Agreement, it will notify Pala of any such material noncompliance, and Pala will use commercially reasonable efforts to correct such material noncompliance. For purposes of this Agreement, no Party shall be deemed an Affiliate of the other Party. Credits cannot be transferred, redeemed, or sold by Social Casino Players, for real money, goods or any other item of monetary value. Notwithstanding anything to the contrary in this Agreement, Pala shall be entitled to use Third Party contractors or subcontractors to perform or assist with its obligations hereunder with respect to the Social Casino. The Social Casino shall include progression levels, which may be achieved by acquiring Experience Credits. Social Casino Players may exchange Play Credits to purchase for themselves or others virtual goods to display at the table. CSI shall be responsible for financial services management in connection with the operation of the Social Casino, including processing payments and reconciliation of financial transactions through the Apple and Google app stores. Pala shall a be responsible for tournament management, including the tournament scheduling and structure, and b shall consult with CSI and modify if requested by CSI regarding the specific aspects of any tournament, including admittance and any Promotions in connection therewith. CSI shall be responsible for liability in connection with marketing of the Social Casino around the World, and shall ensure compliance with all Applicable Laws wherein it may obtain a legal opinion from reputable counsel. Loyalty Program Integration. Social Casino Players that have connected their Facebook accounts may share their experience of the Social Casino and interact with others in the following ways:. CSI shall be responsible for liability pertaining to the offering of such WPT Tournament that extends above and beyond the typical Pala Tournament and for ensuring compliance with all Applicable Laws wherein it may obtain a legal opinion from reputable counsel. Tournament Credits shall be used solely to determine the winner of the tournament and the ranking of Social Casino Players participating in the tournament and for no other purpose. Pala shall provide customer support services via email and self-service customer knowledgebase, as further described on Exhibit B ;. To the extent that Pala is required by CSI to change the Social Casino, integrate any third party software or change its services e. Except as set forth below, CSI shall be responsible for procuring and delivering all Promotions whether for Pala Standard Tournaments or WPT Tournaments , including, without limitation, all delivery costs and sales or use taxes associated with all Promotions. Attn: Legal Dept.