GoPlay PUBLISHER LICENSE AGREEMENT

Updated: March 20, 2013

Hey Mr. Casino Operator! Welcome to GoPlay!!!! If you're reading this agreement, you must be serious about working with us. This is a good thing. For the most part we're all about fun and games, but occasionally we have to get down to business, so here goes: this Publisher License Agreement (also known as our "Publisher Agreement") is required for every deployment of the GoPlay Application.

Agreement Highlights

REVENUE SHARE: Playgistics/Goplay will pay the Licensee/Publisher/Casino Operator (50%) and 3rd Party Application Developer(s) (50%) of the Net Revenue.(Operators owning games earn 100% of the NGR.) Net Revenue is defined as gross revenues received by Playgistics for transactions generated from within all of the 3rd party applications (games) embedded into the Licensee's website, minus a 15% platform transaction fee, applicable taxes, payment processing fees, returns and charge backs.
FEES: There are no: setup fees, marketing commitments or usage fees.
TERM: Licensees may terminate the Agreement for any reason at any time.
DATA OWNERSHIP: Licensee owns all player data collected or received from registrants to any Playgistics game made available through the Licensee's website(s).

If the terms presented here are acceptable and you wish to become a Licensee/Publisher: 1) Register for a publisher account here: http://www.goplay.com/publisher/widgets, 2) fill out the required information and 3) Click on the red REGISTER button to confirm your agreement to the terms. That is all that you need to do; there is no physical contract to sign.

AND... please be sure to read the agreement carefully (that means from the beginning to the end) so you understand the requirements for integrating our product with your website. Then, and only then can you go back to the fun and games. Understood?

To make this easier let's all now familiarize ourselves with a few definitions. Pay attention, there may be a quiz afterwards.

The Publisher: The owner of a website (You... i.e. a casino operator) wishing to embed a software platform that will enable users to play online games.
The Platform/Application: The provider (us... GoPlay) of a software platform/application that enables website publishers to embed online games into their websites.
The Developer: The creator (3rd party developers) of online browser-based games.
The User (aka End-User): An individual playing online game on a website owned by the Publisher.
Free-to-Play Games: The sort of games available from GoPlay (and other destinations such as Facebook). The games are "free" to play but users can also purchase virtual goods within the game. Achievements are virtual - and no money can be taken out of the game.
Real-Money Gaming: Traditional casino games of chance, where users can remove winnings from a game. These games require a special license and are not currently available via the GoPlay platform

OK, now we're ready to dive into the legalese. GoPlay (and the "Website" or "Platform" or "Service") is an embeddable web game distribution platform. Third party developers create games and GoPlay distributes those games via embeddable online software. The games available on the GoPlay Platform are provided by persons or entities that represent that they have the right to authorize the use of their games (and other interactive content) for the purposes provided for in this Agreement. Users are given the opportunity to play games in an online environment. Contrary to traditional, console-based games (which we all grew up on), GoPlay allows for an in-browser experience - no downloads required.

In order to publish application(s) from any of our Developers, you need to read and agree to the terms of this Publisher License Agreement ("Agreement" "Terms," "Terms of Service, "TOS") carefully. By clicking on the "submit" button,

You acknowledge that you have read, understand, and agree to be bound by this agreement
You represent that you have the authority to enter into this agreement and to be bound by it
You are at least 18 years of age
You will submit accurate and truthful registration information
You will maintain the accuracy of your registration information
You are not violating any applicable law by using the Service
You are a not a bozo (you'd be surprised how many bozos are out there)

If you do not agree to all terms and conditions of this agreement, or if you do not have such authority, you should click on the "cancel" button and not enter into this agreement and never darken our web portal ever again!

This license agreement ("this agreement") is a legal agreement between you ("Publisher" or "You" or "Licensee") and Playgistics, Inc., ("Playgistics" or "Licensor") a Delaware corporation, d/b/a GoPlay ("GoPlay"). This agreement specifies the terms and conditions for access to, embedding the code of, and use of the web application provided by GoPlay and any software and software component of which the application consists (each a "software"). Before accessing, embedding the code of and/or using the application and/or any software, this agreement should be carefully read by the licensee and, where applicable, the representative (as such terms are defined in Section 1 below).

By accessing, embedding the code of and/or in any manner using the application and/or any software, the licensee agrees to be bound by all the terms and conditions of this agreement, and this agreement then constitutes a valid agreement between the licensee and Playgistics. If the licensee does not agree to be bound by this agreement or any term or condition hereof, then the licensee is required to refrain from accessing, embedding the code of and/or using the application and/or any software.

If you do not agree to the terms and conditions of this Agreement, do not use the Application! OK? You got it? We hope so.

This agreement and any part hereof may at any time be amended by Playgistics at its sole discretion, therefore the licensee is required to periodically review the version posted on the application's website, which is deemed the binding version; the licensee's continued use of the application after implementation of any such modification constitutes its acceptance thereof.

Note also that where there exist terms of use and/or license agreements provided by third party owners of any right to the application, any software and/or to any part thereof and content therein (each a "third party right owner", and its terms of use and/or license agreement a "third party's terms of use") and they are displayed in, or referred to, from the website which offers use of the application, any access to, embedding the code of and use of the application and/or any software, that are subject thereto, shall be governed by such third party's terms of use without prejudice to any of the licensee's obligations and representations under this agreement.

Pursuant to any applicable statutes, regulations, rules and other laws, the licensee hereby agrees to the use of electronic signatures, contracts and other records and to electronic delivery of notices and records of transactions related to this agreement, and waives any right and/or requirement under any statutes, regulations, rules and other laws in any jurisdiction which require an original signature or delivery and/or retention of non-electronic records.

Act Your Age

The code of the Application may be embedded - in the manner specified hereinafter - only into an Internet website which complies with this Agreement and which is owned and/or operated by a person (remember, no bozos) who is 18 years of age or older (and if the owner and/or operator is an entity then such entity's owner is 18 years of age or older), subject to the restriction hereinafter concerning residents of Alaska, and only by or on behalf of such website's owner and/or operator ("the Licensee"). The person who copies the code of the Application and embeds it into an Internet website ("the Representative") represents and warrants that he/she is authorized by and on behalf of the Licensee to embed the code of the Application into the internet website in which he/she embeds the code and to bind the Licensee under this Agreement.

You got a License for that thing?

Playgistics grants the Licensee a limited, non-exclusive, non-transferable, personal and revocable license to copy the code of the Application and embed it as-is into a website owned and/or operated by the Licensee ("the Website") subject to all of the limitations and restrictions set forth in this Agreement and to the Licensee's compliance with all terms and conditions of this Agreement, as well as with any other legal obligation (such as, without limitation, obligations under copyright, privacy, security and defamation) ("the License"). The License may be at any time immediately revoked if the Licensee, whether by itself or by anyone acting on its behalf, breaches or otherwise fails to comply with any term or condition of this Agreement. The License begins when the Application code is embedded by the Licensee and ends when the License is terminated in accordance with the provisions of this Agreement. Except for the foregoing express and limited license, no other right or license is granted with respect to the Application and/or Software. By embedding the Application code into the Website, the Licensee authorizes Playgistics to publish the fact that the Licensee is using the Application. Use of the Application may enable the Licensee to generate revenue, as detailed hereinafter.

What's Appropriate and What's Not...

The right to access, embed the code of and use the Application is expressly prohibited with respect to a website that contains Inappropriate Content (as defined hereinafter) and/or contains direct links to websites with Inappropriate Content. The Licensee represents and warrants that the Website does not contain Inappropriate Content and/or direct links to websites with Inappropriate Content. "Inappropriate Content" includes, but is not limited to, content of, regarding or promoting, any of the following: illegal substances, hate, racism, profanity, libel, defamation, sex, violence, illegal activity, mail fraud, spam, malware, anything that infringes upon another's right. The Licensee further represents and warrants that no robotically-generated or auto-refreshing ad impressions are used in the Website.

Showing your Apptitude

The Application is a games web application, which consists of various Flash format and HTML-5 games designated for private computers (each a "Game"), which can be played in by the visitors to the Licensee's Website to which the code of the Application was embedded (each an "End-User"). The inventory of Games offered with relation to the Application are selected by Playgistics at its sole discretion and may at any time be changed by Playgistics at its sole discretion, without notice to the Licensee. Adobe Flash Player and sometimes Unity browser-based applications are required in order to enable operation of Applications and playing some of the Games. Playing a Game is, without derogating from any terms and conditions of this Agreement, subject to the End User Terms of Service, which can be read at http://www.GoPlay.com/Terms of Service ("End-User Terms of Service"). Access to and embedding the code of the Application is free nor will there be set-up fees charged for installing the Application. Use/playing the Games is free to the user. The Licensee may not charge End-Users any fee or other consideration for use of the Games. Within the games, GoPlay and its Third Party Developer Partners are only the parties authorized to charge for the acquisition of virtual goods by End-Users.

Getting Embed With Us

To add the Application to the Website, please follow the procedure at http://www.goplay.com/publisher/widgets ("Widget Fetching"). The Widget Fetching allows the Licensee to customize the Application and to choose the Games, of those then present in the inventory offered by Playgistics, that will be included in the Application as used in the Website. Note that the code of the Application must be pasted into the Website as copied, without any change. As part of the Widget Fetching procedure the Licensee must complete all the required information. Any and all information provided by the Licensee must be true and accurate and kept up-to-date at all times.

No Surprises - that's the Way We Like it.

If you're not the type that likes surprises, pay attention because updates for the Application and Software may from time to time be implemented, without notice to the Licensee.

Your Cut

Playgistics (GoPlay) will pay Licensee's (aka: Publishers, casino operators) (50%) and 3rd Party Application Developer(s) (50%) of the Net Gaming Revenue. Net Gaming Revenue is defined as gross revenues received by Playgistics (GoPlay) for transactions generated from within all of the 3rd party applications (games) embedded into the Licensee's website, minus a 15% platform transaction fee, applicable taxes, payment processing fees, returns and charge backs.

No revenue will be shared with the Licensee with respect to revenue not actually obtained by Playgistics for any reason whatsoever (including, but not limited to, due to bankruptcy or insolvency of a 3rd Party Game Developer, user fraud, or non-payment for any other reason). Playgistics shall not be responsible if it fails to contact the Licensee due to inaccurate or incomplete contact details, or due to the inability to reach the Licensee for any other reason whatsoever.
Revenue shared by Playgistics with the Licensee, if any, shall be determined at Playgistic's sole discretion, and may at any time at its sole discretion be amended subject to applicable notice to the Licensee. Provision of revenue to the Licensee shall be subject to Playgistics receiving the Licensee's acceptance of this License Agreement and receiving details for transfer of the revenue that are acceptable to Playgistics, and shall be the sole and final consideration granted to the Licensee by Playgistics. Any fees, taxes and/or other payments incurred with relation to the revenue (including, without limitation, bank fees) shall be borne exclusively by the Licensee, who must comply with the applicable law's requirements related to the revenue generated (including, without limitation, filling relevant forms). Any method of generating artificial or fraudulent impressions of (such as, but not limited to, use of robots, spiders, auto-spawning browsers, auto-reloading) are expressly prohibited.

Play up or Shut up

Licensee accepts the following terms regarding Revenue Share Disbursement.

Playgistics reserves the right to offer Licensee new marketing/sales programs. If the redemption rate/service fees for said programs differs from the current program, Playgistics will inform Licensee 30 days prior to the launch of said programs.
Licensee's share of earned revenue will be distributed by Playgistics approximately 45 days following the end of the month in which the transaction occurred, except as otherwise set forth herein.
Playgistics will make distributions only in U.S. dollars.
Playgistics will make distributions only if Licensee has on record Licensee's current banking information and any other information Playgistics needs to make the payment.
At the time of distribution, Playgistics will round down any fractional amounts to the nearest whole number.
If a distribution payment for any given month is less than Five Hundred Dollars ($500.00), Playgistics will roll payment over to the next month unless Licensee's account is being deactivated or deleted.
Playgistics will only make distribution payments to a single recipient for each account.
If Playgistics makes a distribution payment to Licensee that Playgistics later determine should not have been made, Licensee is liable to us for the full amount of the payment and Licensee agrees to reverse the payment or permit us to reverse the payment.
Licensee won't receive interest on balances held before redemption, balances are not deposit obligations, and balances are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.
If Licensee wishes to dispute a redemption payment, Licensee must notify us in writing within 1 year of receipt of the payment, and failure to do so constitutes a waiver by Licensee of any claim relating to the payment.
Playgistics may issue small amounts of game credits/currency at no cost to a particular user (e.g. someone who is new to an Application or has lapsed from usage) in order to promote the use of game credits/currency on Playgistics and its Developer's applications that use game credits/currency. Licensee will not be entitled to a revenue share distribution as such.

Dis Dat and De Other Thing

Licensee accepts the following terms regarding Revenue Share and Playgistics game credits/currency Actions.

Playgistics and its Developer's applications/games may suspend, remove or disable access to any product or service Licensee offers at any time without notice and Playgistics and its Developer's applications/games will have no liability for removing or disabling access to any such product or service.
Playgistics may withhold from distribution any game credits/currency Playgistics determines were accepted due to any breach of Playgistics rules or policies by Licensee, that is transferred based on fraudulent or illegal transactions, alleged by a user to have been performed without their consent, or resulted in returned, undelivered, rejected or defective goods or services or transactions.
Licensee accepts that Playgistics may debit Licensee's account for any Chargebacks relating to transactions Playgistics learns about within 120 days of the transaction. By "Chargebacks" Playgistics means any reversals of payment initiated by a third party payment provider.
Playgistics may delay distributions related to any investigation Playgistics is conducting, but in no case longer than 180 days after the transaction.
Playgistics may deduct from Licensee's distribution payment any amounts for which Licensee is past due to us on any payment in connection with any Playgistics program.
Playgistics may contribute to a charitable organization selected by us (and charge additional standard distribution fees for that transaction) all redemption amounts Playgistics is unable to pay to Licensee within 2 years of receipt of the associated game credits/currency because Playgistics has been unable to reach Licensee, have not received adequate payment instructions from Licensee, or have not received a request to redeem such game credits/currency.
Licensee agrees to cooperate with us to prevent fraud.
Licensee agrees to send Playgistics a really nice thank you note when Licensee's account revenues total over $100,000.00 USD. But if Licensee forgets, we won't hold you in breach of contract, but don't expect any cool T-shirts from us.

The Tax Man Commeth

Licensee accepts the following terms regarding Revenue Share and Playgistics game credits/currency Additional Terms.

In the event of any conflict between the Statement or Disbursement Terms and these Playgistics game credits/currency Terms, these Playgistics game credits/currency Terms control.
It is Licensee's responsibility to remit all duties, taxes (including, without limitation, sales tax and VAT) and other fees that apply to Licensee transactions, including the distribution of game credits/currency. To the extent that our issuance of a game credits/currency is considered a taxable event and Licensee subsequently receives that distribution as payment for a transaction, or Playgistics otherwise remits taxes related to a distribution Licensee receives, Licensee agrees to reimburse us for any remittance Playgistics makes related to that distribution. If duties, taxes or fees apply to the distribution, the service fee may be adjusted by Playgistics. Licensee agrees to indemnify and hold us harmless from and against any claim arising out of or related to Licensee's failure to comply with this paragraph.
Playgistics may revise these terms at any time. And don't come crying to us if you get lazy and neglect to read them.

Restrictions on Use and the License

The Application and Software may be used only in a manner that complies with all applicable laws, rules and regulations in the jurisdictions in which they are used, including, but not limited to, such concerning copyright and other intellectual property rights. Except as specifically authorized in this Agreement, the Licensee may not: (i) permit another to use the Application and/or Software (except permitting End-Users to play the Games as authorized in this Agreement); (ii) modify, translate, distribute or create derivative works of the Application and/or Software; (iii) remove any copyright, trademark or other proprietary notice, disclaimer or label from the Application and/or Software; (iv) charge money or any other consideration for use of the Application and/or Software; (v) attempt to circumvent any encryption or other technological measures employed to control access to, or the rights in, the Application and/or Software or any content therein; (vi) decompile, reverse engineer, disassemble or otherwise reduce the code used in the Application and/or Software into a readable form; (vii) attempt to interfere with the proper functioning of the Application and/or Software; (viii) take any action which imposes an unreasonable load on the Application or on any infrastructure related to it. Without derogating from the aforesaid, the Licensee may not use the Application and/or Software, or allow others to use any of them, to: (i) perform any activity which is or may be, directly or indirectly unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) perform any activity which may breach a right of any third party. Any information provided by the Licensee with relation to this Agreement generally and the Application specifically may not: (a) be fraudulent, intentionally misleading or inaccurate; (b) infringe any third party's copyright, patent, trademark, trade secret or other proprietary or privacy right; (c) violate any law, ordinance or regulation; (d) contain any viruses, Trojan horses, worms or other computer programming routines that are intended to damage, detrimentally interfere with or expropriate any system or data.

The Terminator

Playgistics reserves the right to at any time terminate or in any way limit the License and/or the Licensee's access to the Application for any or no reason, without notice or any liability whatsoever towards the Licensee and/or any third party (including End-Users). The composition of the Application (including Games, their order and quantity) shall be determined at Playgistics's sole discretion and may at any time be altered without notice or any liability whatsoever towards the Licensee and/or any third party (including End-Users).

Pulling the Plug

The Licensee may at any time remove the Application by removing the Application code from its systems.

Read 'em his Rights!

Any and all rights not expressly granted to the Licensee in this Agreement are reserved to Playgistics or the relevant Third Party Right Owner (or their licensors or partners, as applicable), who are the exclusive owners of all rights, including intellectual property rights, to the Application and Software and any content displayed therein, including its design and layout and the applicable trademarks, service marks, and trade names. Except as permitted in this Agreement or in the terms of use of the relevant Software, the Licensee may not reproduce, modify, retransmit, distribute, disseminate publish, broadcast or sell any such content, whether in whole or in part, without the prior written permission of the relevant owner.

It Ads up

Licensee, at its sole discretion, may deploy advertising (placed by the Licensee or 3rd parties) on its Website anywhere around the Application widgets. Playgistics may also make available to Licensee certain promotional tools within the Application (that do not interfere with the actual game as developed by a 3rd party developer). There will be no fees charged to the Licensee to use this feature of the Application.

Licensee is provided the Application without Advertisements. If Licensee, desires that advertisements be integrated within particular games (also referred to as In-Game Advertising), then Licensee must advise Playgistics of such and Playgistics will facilitate said integration with the affiliated 3rd Party Developer. Playgistics will be the agent of business for any advertisements. Payments will be made directly to Playgistics and not to any of the Application's affiliated 3rd Party Developers. The timing, frequency, placement and extent of ads will be determined by the Licensee. The Licensee's and End-Users' correspondence or business dealings with any third party products and/or services of whom are promoted using the Ads, including payment and delivery of goods or services and any other terms, conditions, warranties and representations associated with such dealings, are solely between them and such third party, and Playgistics does not and shall not have any liability in connection thereof and shall not be responsible for any loss or damage of any sort incurred as the result of any such dealings and/or as the result of the presence of the Ads within the Application. Performance records concerning the Ads, such as which Ads were displayed, the exposure time and which, if any, were clicked on, may be collected and used by Playgistics, any Third Party Right Owner and/or any advertiser in combination with non-personally identifiable information about the End-Users' usage transactions and interests from other online and offline sources, in order to provide relevant Ads about goods and services and for research, royalty and targeting purposes, but no personally identifiable information will be collected with relation to such reports. In the course of serving Ads each advertiser may place or recognize a unique "cookie" (being a text file placed in user's computer's browser to store the user's preferences) on the End-User's computer and, in some cases, collect data through the use of cookies. Valid impressions of the advertisements form the basis of the revenue to the Licensee, if and to the extent that such revenue is granted in accordance with this Agreement.

The Customs Department

Certain applications featured within the Goplay platform can be customized to the Licensee's brand. Said work will be done at additional cost to the Licensee. Playgistics (GoPlay) will work with Licensee to facilitate with the platform's 3rd party application developers.

Get Well Soon

The Licensee acknowledges that when using the Application, which is accessed via the internet, the Licensee may be exposed to contaminated files, computer viruses, electronic trespassing, hacking and other harmful acts or consequences that may result in damages such as unauthorized invasion of privacy and loss of data.

But I Thought it had a Warranty!

The Licensee acknowledges that the Application and any Software are provided "as is" and "as available", without representation or warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement of third party rights and warranty that the operation of the Application will be uninterrupted or error-free. The Licensee further acknowledges that neither Playgistics nor any Third Party Right Owner is or shall be responsible to the Licensee and/or to any third party (including, without limitation, End-Users) for the content and/or performance of the Application and/or Software, nor for any damage or loss whatsoever arising from and/or occasioned by the use of, or inability to use, the Application and/or Software.

Everyone has their Limits

The Licensee understands and agrees that in no event shall Playgistics, its employees, suppliers, directors, licensors, partners, agents and/or service providers be liable for any losses and/or damages whatsoever, whether in contract, tort or otherwise, arising out of (a) the Licensee's use of, or inability to use, the Application and/or Software (jointly, "the Instruments"), (b) the interruption of use, loss or corruption of data stored on the Licensee's server and/or computer, (c) the interruption or inability to use the Licensee's server and/or computer, or (d) any other matter relating to the Licensee's use of any of the Instruments, including direct, indirect, special, incidental, consequential and exemplary damages, including legal fees, lost profits, lost business and lost opportunity, even if Playgistics has been advised of the possibility of such damages. In no event will Playgistics' entire liability arising out of or in connection with this Agreement exceed $10.00US. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for certain types of damages, in such states or jurisdictions, Playgistics' liability shall be limited to the extent permitted by law. The foregoing disclaimers of warranty and limitations of liability constitute an essential part of this Agreement.

Double Indemnification

The Licensee agrees to indemnify, hold harmless and defend Playgistics and each Third Party Right Owner and their subsidiaries, affiliates, officers, agents, employees and other partners ("the Indemnified Parties), at the Licensee's expense, against any and all third party claims, demands, actions and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorney's fees and other dispute resolution expenses) incurred by any of the Indemnified Parties due to or arising out of data submitted by the Licensee or communicated through any of the Instruments, the Licensee's improper use or misuse of any of the Instruments, violation of this Agreement, and/or violation of any right of any third party. For removal of doubt it is clarified that the Licensee is and shall at all times be fully liable towards Playgistics and Third Party Right Owners for access to and use of the Application and Software by End-Users, and breach by End-Users of any provision of this Agreement and/or of applicable law and for infringement by End-Users of any third party right.

Friends with Benefits

Playgistics and the Licensee are independent contractors, and nothing in this Agreement shall be interpreted to create an association, joint venture or partnership between them.

It's Greek to Me

The Application and Software are controlled by certain export laws and regulations and may not be exported or re-exported to any country or person to which the United States prohibits the export of goods, technology or services. By installing the Application, the Licensee (a) represents that it is not a national of any country to which the United States prohibits the export or re-export of goods, services or technology; (b) agrees to fully comply with all the export and re-export restrictions, laws and regulations of any such authority; and (iii) commits not to transfer, or authorize the transfer of, the Application and/or Software to a prohibited country or otherwise in violation of any such restriction or regulations.

From the Cradle to the Grave

The License shall be effective from the date the Licensee embeds the code of the Application unto its systems until the date of termination of the License, which is upon the earlier of: (i) breach of any term hereof; (ii) termination by Playgistics, for any or no reason; or (iii) removal of the Application code from the Licensee's systems. No notice shall be required to effect said termination. Upon termination of the License the Licensee shall immediately discontinue use of the Application and Software and ensure that the Application code is removed from the Licensee's systems.

Private Parts

The Privacy Policy applicable to both the Licensee and End-Users is as detailed at the end of this Agreement ("the Privacy Policy"). While it is the Licensee's responsibility to inform End-Users of the Privacy Policy and refer them to it, GoPlay's game modules do provide a link. Do not disable this link.

It's a TOS Up!

The Terms of Service applicable to End-Users is as detailed at the end of this Agreement ("the Terms of Service"). While it is the Licensee's responsibility to inform End-Users of the Terms of Service and refer them to it, GoPlay's game modules do provide a link. Do not disable this link.

It's the Law

According to Alaska's SB 140 Act, owners and operators of websites who reside in Alaska may not use the Application. Therefore, by copying and embedding the code of the Application, the Licensee declares and represents that neither its server nor its computer are located in the state of Alaska.

California Dreamin'

This Agreement shall be governed by the laws of the state of California. This is the complete and exclusive Agreement between the Licensee and Playgistics with respect to the subject matter of this Agreement, and it supersedes any agreement, oral or written, and any other communication between the Licensee and Playgistics relating to the subject matter of this Agreement.