Amended And Restated Software License Agreement, Dated As of March 10, 2004

Exhibit 10.10


AMENDED AND RESTATED SOFTWARE LICENSE AGREEMENT


This Amended and Restated Software License Agreement (this " Agreement" ), dated as of the Effective Time (as defined below), is between Infonox on the Web, a California corporation (" Infonox" ) and Global Cash Access, L.L.C., a Delaware limited liability company (" GCA" ).


RECITALS

A. Infonox and GCA are parties to that certain Software License Agreement dated as of May 31, 2000 (the " Prior Agreement" ), and desire to amend and restate the Prior Agreement in its entirety.


B. Infonox and GCA are parties to that certain Professional Services Agreement, effective as of the Effective Time (the " Professional Services Agreement" ), pursuant to which Infonox shall perform certain services for GCA, including but not limited to the development of computer software and systems that may incorporate, be based upon or rely upon certain Infonox Technology (as defined in the Professional Services Agreement).


C. Infonox has developed an integrated suite of processes, hardware products and computer software programs known as the " Active Payment Platform" (as more fully defined below) which constitute a generic, reusable platform upon which customized transaction processing networks can be built.


D. The Active Payment Platform is deployed in " instantiations" in which generic or core components are customized and configured to implement the specific design elements of a customized instantiation.


E. GCA desires to obtain license rights to an instance of the Active Payment Platform that Infonox has developed, customized and configured to deploy certain of GCA' s cash access services.

F. Infonox desires to grant to GCA, and GCA desires to obtain from Infonox, certain exclusive license rights to the generic, reusable portion of the Active Payment Platform in the gaming industry, all on the terms and conditions set forth herein.


AGREEMENT

Now, therefore, in consideration of the mutual promises and covenants contained herein, Infonox and GCA hereby agree to amend and restate the Prior Agreement in its entirety with the following:


1. Definitions .


(a) " APP" or " Active Payment Platform" shall mean the integrated suite of processes, hardware products and computer software programs developed by Infonox to


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aggregate diverse financial services from diverse service providers, to deploy such financial services across diverse hardware devices and platforms, and to process and support transactions using such financial services.


(b) " ActiveVerifier" shall mean the hardware and software products and services developed by Infonox to record, transmit and store digital images of various forms of identification (e.g., drivers licenses) presented at unmanned advanced function ATMs, but specifically excluding any processes, methods or claims covered by the GCA Patent.

(c) " Applicable Project Assignment" shall mean any Project Assignment under the Professional Services Agreement that expressly contemplates Infonox hosting or operating an instantiation of the Active Payment Platform.

(d) " Client" shall mean the client-side application software programs that enable specific hardware devices and platforms to communicate with the server-side components of the APP.


(e) " Client Base" shall mean the portions of the Client consisting of software programs that (i) existed prior to Infonox' s commencement of development of the Client-Side Customizations, or (ii) generically implement types of financial services (e.g., money order, money transfer, check cashing, automated teller machine (ATM) cash withdrawal or point of sale (POS) debit services) on types of hardware devices or platforms (e.g., mobile telephones and computing devices, ATMs, mail order or telephone order systems, POS devices, personal digital assistants, the World Wide Web or personal computers). The Client Base includes the portions of the Client that manage and interact with hardware devices (e.g., biometric verification devices, video cameras and check acceptors) via an XFS (eXtensions for Financial Services)-compliant connection.


(f) " Client-Side Customizations" shall mean the customized portions of the Client developed as part of the instance of the APP developed by Infonox whether before, on, or after the Effective Date to permit users of specific devices and platforms to use GCA' s cash access services. The Client Customizations do not include any portion of the Client Base, any Third Party Components or any portion of the ActiveVerifier.


(g) " Effective Time" shall mean the time immediately following the consummation of the transactions contemplated by the Restructuring Agreement, dated as of December 10, 2003 and amended as of January 20, 2004 and February 20, 2004, by and among FDFS Holdings, LLC, First Data Corporation, M&C International, Karim Maskatiya, Robert Cucinotta, GCA and GCA Holdings, L.L.C.

(h) " GCA Patent" shall mean United States patent application number 10/291,209 and any intellectual property rights arising therefrom.


(i) " GCA Source Code" shall mean the source code version of the GCA Work Product, Client-Side Customizations, and Server-Side Customizations.


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(j) " Infonox Source Code" shall mean the source code version of the Server-Side Base, the Client Base and any portion of the ActiveVerifier that consists of software.

(k) " Licensed Field" shall mean the gaming industry, including without limitation the business of providing cash access services to patrons of gaming establishments and customer relationship marketing services to gaming establishments.

(l) " Server-Side Base" shall mean the server-side portions of the APP consisting of computer software programs that (i) existed prior to Infonox' s commencement of development of the Server-Side Customizations, or (ii) are generic, configurable, core or infrastructure components of the APP that apply to hardware devices and platforms generally (e.g., Infonox' s TransNox Gateway suite of products and services that support mobile telephones and computing devices, automated teller machines, mail order or telephone order systems, point of sale devices, point of sale devices, personal digital assistants, the World Wide Web and personal computers), types of financial services generally (e.g., money order, money transfer, check cashing, ATM cash withdrawal, POS debit and program enrollment services), support services generally (e.g., Infonox' s SupportNox suite of products and services that provide or facilitate monitoring, alerting, reporting, healing, accounting and call center (CallNox) services) or gateway services generally (e.g., gateways to financial services providers, networks, processors, credit bureaus and card associations). The Server-Side Base includes all middleware, execution engines, workflow server appliances, transaction driving and switching engines, gateway engines, development tools and other infrastructure components, file formats and protocols used to implement the APP generally and that are not customized to implement a particular instance of the APP. The Server-Side Base does not include any Server-Side Customizations or any Third Party Components.


(m) " Server-Side Customizations" shall mean the server description language configuration files (i) used to configure and customize the generic workflow/application server of the Server-Side Base to implement GCA' s business logic, transaction flows and screens, and (ii) that were developed as part of the instance of the APP developed by Infonox whether before, on, or after the Effective Date that permits users of specific devices and platforms to use GCA' s cash access services. The Server-Side Customizations do not include any portion of the Server-Side Base or any Third Party Components.


(n) " Subsidiary" shall mean, with respect to a party, any entity at least 50% of whose equity is owned directly or indirectly by such party.


(o) " Third Party Components" shall mean computer software programs, libraries or modules (e.g., middleware or operating systems) that are owned by third parties but which have been integrated into or upon which the operation of the APP is dependent, licenses to which must be obtained from such third parties to operate the instance of the APP developed by Infonox to permit users of specific devices or platforms to use GCA' s cash access services.

(p) " USA Patent" shall mean U.S. Patent No. 6,081,792 entitled " ATM and POS Terminal and Method of Use Thereof" , which is licensed by GCA from USA Payments


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pursuant to a Patent License Agreement made as of the Effective Time and the prior license described therein (the " Patent License" ).

2. Ownership; License Grants .

(a) GCA acknowledges and agrees that all right, title and interest in and to the Client Base, Server-Side Base and ActiveVerifier, and any intellectual property rights therein, shall at all times be vested solely and exclusively in Infonox, and shall be deemed to be " Infonox Technology" (as defined in the Professional Services Agreement). Infonox acknowledges and agrees that all right, title and interest in and to the Client-Side Customizations and the Server-Side Customizations and any intellectual property rights therein, shall at all times be vested solely and exclusively in GCA, and shall be deemed to be " GCA Work Product" (as defined in the Professional Services Agreement). Infonox further acknowledges and agrees that all right, title and interest in and to the GCA Patent shall at all times be vested solely and exclusively in GCA.


(b) Infonox hereby grants GCA a royalty-free, fully paid, worldwide and non-transferable (except as provided in Section 6) right and license to use the Client Base and Server-Side Base, in object code only, and the ActiveVerifier (collectively, the " Licensed Technology" ) solely as part of the instantiation of the Active Payment Platform developed, hosted and operated by Infonox for GCA in the Licensed Field. This license shall be exclusive as to GCA within the Licensed Field, such that Infonox shall not grant any other license to the Licensed Technology to any third party for use with machines or devices used, directly or indirectly, in the Licensed Field, and shall not itself exercise any rights in the Licensed Technology in the Licensed Field except pursuant to an Applicable Project Assignment. Notwithstanding the foregoing, nothing contained in this Agreement shall prohibit Infonox from granting any other licenses to the Licensed Technology with respect to non-gaming merchant operations (including but not limited to hotels, restaurants, retail shops, travel agencies or car rental agencies) conducted at establishments at which gaming activity occurs for the purchase of or payment for goods or services other than money orders or gaming goods or services, so long as the Licensed Technology may not be used under any such license to enable ATM cash withdrawals, credit card cash advances or debit card cash access transactions in any establishment at which gaming activity occurs.


(c) GCA shall have the right to sublicense its rights under this Section 2 to any Affiliate, to any customer of GCA, or to any customer of any Affiliate of GCA, solely in connection with the Licensed Field.


(d) In the event that GCA fails to pay the fees set forth in the Applicable Project Assignment when due giving rise under the Applicable Project Assignment to a right on the part of Infonox to terminate the Applicable Project Assignment, then, in addition to all other rights that it may have against GCA, Infonox shall have the right to terminate all licenses granted hereunder.

(e) GCA grants to Infonox a royalty-free, non-exclusive, non-transferable sublicense to practice the methods and processes covered by the USA Patent in


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connection with its provision of services under any Applicable Project Assignment. Infonox' s rights shall not be sublicenseable. Infonox acknowledges that it has received a copy of the Patent License, agrees to be bound by all of the terms of the Patent License, and shall be subject to any claims of USA Payments thereunder. The sublicense set forth in this Section 2(e) shall terminate concurrently with the license granted to GCA in Section 2(b) above or earlier upon expiration, revocation, or invalidation of the USA Patent or expiration or termination of the Patent License between GCA and USA Payments.

3. No Other Obligations . Except as provided in the Professional Services Agreement, Infonox shall not be obligated to (1) install, operate, host, maintain, support, monitor, troubleshoot or modify any hardware or software licensed hereunder, (2) provide network connectivity or other access to Infonox' s resources hereunder, (3) provide any training or consulting services hereunder, or (4) provide any updates, enhancements or upgrades to any hardware or software licensed hereunder.


4. License Restrictions . Except as expressly provided in this Agreement, the rights granted to GCA hereunder are subject to the following restrictions: (i) GCA may use the Licensed Technology solely in the Licensed Field; (ii) GCA may not reverse engineer, disassemble, decompile or otherwise attempt to derive the source code of any of the Licensed Technology; (iii) except as expressly provided in Section 2(c), GCA may not sublicense or use the Licensed Technology in a commercial time-sharing, rental, or service bureau environment; (iv) other than through further development of GCA Work Product, GCA may not, without Infonox' s prior consent, make any derivative works based upon the Licensed Technology or include any portion of the Licensed Technology in a collective work or integrate any portion of the Licensed Technology into or bundle any portion of the Licensed Technology with any other product; (v) GCA may not remove or alter any copyright, trademark or restricted rights notices from the Licensed Technology; (vi) the Server-Side Base may only be executed on servers that are under the direct ownership or control of Infonox; and (vii) the Client-Base may only be executed on devices or platforms that communicate with the Server-Side Base.


5. Reservation of Rights .

(a) Infonox reserves all rights not expressly granted to GCA in this Agre ...