Product Conditions & Relationship of the Parties
 

1. Exclusivity

RSS shall be the exclusive provider of skill games, sweepstakes systems, cash redemption terminals (CRTs), and related gaming entertainment equipment. Sponsor shall not permit competing systems unless provided by RSS.

 

2. Equipment Ownership

All systems, software, CRTs, cabling, POS integrations, and related components remain the property of RSS. Sponsor shall not relocate, modify, or interfere with equipment and shall maintain adequate power and internet (including Static IP if required). Sponsor shall be liable for damage and removal fee up to $4,500 per system unless otherwise specified.

 

3. Performance Review

Initial review period shall be ninety (90) days from activation. Quarterly reviews thereafter. If Monthly Gross Revenue is below $5,000 during a review period, RSS may extend evaluation for sixty (90) days or remove systems without penalty.

 

4. Standard Term of Contract

Initial term of three (3) years unless modified in an executed Service Agreement or Solution Addendum

 

5. Assignability

The rights and benefits of this Agreement shall be assignable by RSS at its sole discretion. Unless agreed to in writing by RSS Sponsor may not assign this Agreement.

 

6. Right of First Refusal

Sponsor acknowledges that RSS may have strategic interest in acquiring Sponsor’s business in the future.  In the event Sponsor considers a sale, transfer, or change of control of its business or gaming operations during the term of the agreement, Sponsor agrees to notify Big RSS prior to entering into definitive agreements with any third party and to engage in good-faith discussions regarding a potential transaction.

This provision does not obligate either party to consummate a purchase.

 

7. Governing Law & Venue

Venue shall be determined by Sponsor location state: Texas (Travis County), Florida (Orange County), Arkansas (Pulaski County), Wyoming (Laramie County), Colorado (Denver County).

 

8. Liability, Accountability & Compliance

Each party shall be responsible for its own actions, employees, agents, and compliance with all applicable federal, state, and local laws.

Sponsor is responsible for lawful operation of its premises, employee conduct, cash handling practices, and adherence to posted consumer disclosures.

RSS is responsible for maintaining system integrity, software functionality, regulatory structuring, and operational compliance of the Systems as deployed.

Neither party shall engage in conduct that would knowingly place the other in legal jeopardy. Each party agrees to promptly notify the other of any regulatory inquiry, enforcement action, or material compliance concern related to the Systems.

Except in cases of willful misconduct or gross negligence, neither party shall be liable for indirect, consequential, or punitive damages.

 

Each party shall indemnify the other for losses arising solely from its own willful misconduct or material violation of applicable law.

 

9. Skill Game Operations

This clause governs operations of skill-based amusement systems where player skill predominates over chance.

 

Compliance Structure

Systems are structured to comply with applicable predominance tests. Outcomes are materially influenced by player interaction and skill.

 

Prize Funding

Prize funding mechanics shall be defined per the selected operational model (RSS Funded CRT or Sponsor Funded Model).

 

Regulatory Adjustment Clause

RSS may modify, replace, or remove systems to maintain compliance with applicable law.

 

10. Sweepstakes Operations

This clause governs promotional sweepstakes-based systems operated as lawful promotions.

 

Promotional Structure

Sweepstakes systems shall include Alternative Method of Entry (AMOE) and comply with applicable promotional and advertising laws.

 

Prize Disclosures

Prize pools, odds disclosures, and consumer notices shall be provided as required by law.

 

Regulatory Conversion Clause

RSS may convert operations between Skill Game and Sweepstakes models to maintain compliance without terminating the agreement.

 

11. Collection Models

Option A – Sponsor Collect Model

Sponsor performs collections and remits RSS share weekly, subject to audit rights.

Option B – RSS CRT Model

RSS provides CRT and funds prizes.  RSS collects daily/weekly

• Prizes awarded to customers with a CRT (Cash Redemption Terminal) – RSS will provide a CRT and will fund any and all cash prizes from its own funds, which will be reimbursed daily/weekly upon RSS making their daily/weekly collection and reports.

 

12. Change of Law Protection

If any change in federal, state, county, or municipal law, regulation, interpretation, enforcement posture, or prosecutorial guidance materially impacts the legality or operational viability of the Systems, RSS may, at its sole discretion:

• Modify prize structure or payout mechanics;

• Convert operations between Skill Game and Sweepstakes models;

• Suspend operations pending compliance adjustment;

• Remove systems without penalty or continuing financial obligation.

Sponsor agrees such actions shall not constitute breach or termination.

 

 

13. Audit & Inspection Rights

RSS shall have the right to audit Sponsor collections, reports, payout records, and related financial documentation upon reasonable notice.

 

If Sponsor performs collections, RSS may conduct periodic reconciliation audits. Discrepancies greater than 3% shall require reimbursement and may trigger enhanced oversight.

 

Sponsor shall maintain accurate records for a minimum of three (3) years.

 

14. Personal Guarantee

In consideration of RSS entering into an Agreement, the signatory personally guarantees full performance of Sponsor’s obligations.

 

This guaranty shall survive termination and applies to all payment, damage, confidentiality, and non-compete obligations.

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