Unreal WAGERING AND GAMING RESELLER AGREEMENT
THIS AGREEMENT (the "Agreement") is entered into by
and between Casino Unreal and the Reseller.
- Casino Unreal is in the business of producing, marketing
and promoting on-line casino, sports book and lotteries
entertainment Services which are accessed through the use
of a personal computer, modem and/or direct Internet access.
- Reseller undertakes to have Casino Unreal produce a gaming
web site service for the Reseller web site (the "Service"),
and Reseller desires to market and promote the Service.
This Service will be advertised, marketed and promoted under
the name "Casino Unreal".
- Reseller desires to obtain from Casino Unreal, and Casino
Unreal agrees to grant Reseller the non-exclusive right
and license to advertise, market and promote the Service,
in accordance with the following terms and conditions.
TERMS AND CONDITIONS
- Grant of Promotion and Distribution License.
Casino Unreal grants to Reseller the non-exclusive, non-transferable
right and license to advertise, market and promote the
Service, in accordance with the terms and conditions hereof.
Casino Unreal grants to Reseller the non-exclusive, non-transferable
right and license to distribute to Reseller customers,
in accordance with the terms and conditions herein, the
specialized casino and gaming "Software" (the "Software")
which enables access to the Service. Reseller shall not
under any circumstances reverse engineer, disassemble,
decompile, or otherwise attempt to render source code
from the "Software", or to reproduce or distribute the
"Software" in source code format. Reseller acknowledges
and agrees that the "Software" is the proprietary property
of Casino Unreal, and that it embodies substantial creative
rights, confidential and proprietary information, copyrights,
trademarks and trade secrets, all of which shall remain
the exclusive property of Casino Unreal and/or its licensors.
Reseller agrees to include such proprietary rights notices,
markings or legends on any advertisements or promotional
materials for the "Software" as Casino Unreal shall reasonably
specify from time to time. The notice shall be as small
as possible while still remaining legible to the average
All other rights and licenses not expressly granted to
Reseller herein are reserved by Casino Unreal.
No payment will be made to reseller for customers who
utilize Casino Unreal's Play for Fun Services.
- Obligations of Casino Unreal.
Casino Unreal will provide access to; (a) casino style
games (b) sports book, (c) lottery ticket distribution,
(c) Merchant accounts, (d) credit card authorization,
(e) fraud control, for billing; (f) financial management
of receivables including call reports and accounting services,
all in accordance with standard practices and procedures.
The choice of content for the Service, and the choice
of persons retained to deliver the Service's, shall be
determined by Casino Unreal in its sole discretion.
Casino Unreal shall retain the right to provide the Service
in what ever form Casino Unreal deems appropriate.
Casino Unreal shall retain the right to change any part
of the Service at anytime, without notice to Reseller,
in whatever manner Casino Unreal deems appropriate.
Casino Unreal shall retain the right to cancel any part
of the Service at any time, without notice to Reseller,
in whatever manner Casino Unreal deems appropriate.
Notwithstanding anything in this Agreement, Casino Unreal
shall not be held responsible or liable for any loss of
income or loss of ability to produce income, on the part
of the Reseller, arising from any inability of Casino
Unreal to deliver the Services contemplated in this Agreement
for any reason whatsoever, whether Casino Unreal is at
fault or whether a third party is at fault.
- Obligations of Reseller.
Reseller shall use best commercially reasonable efforts
to actively and effectively advertise, market and promote
the Service as widely and aggressively as possible so
as to maximize the financial benefit to Reseller and to
Casino Unreal. Reseller shall only engage in advertising,
marketing and promotional efforts which do not violate
any law and which reflect positively upon the business
reputation of Casino Unreal. In particular, Reseller agrees
to market the product in a manner that is consistent with
the content and style of the Service. In connection therewith,
Casino Unreal shall have the right to review and approve
(approval shall not be unreasonably withheld) the manner
and methods of advertising, marketing and promotion used
by Reseller in connection with the Service. Approval may
be withheld if Casino Unreal determines, in its sole discretion,
that any such activities would tend to reduce the value
of, or would impair Casino Unreal's goodwill and business
reputation, or would expose Casino Unreal to legal liability.
Notwithstanding any approval by Casino Unreal given in
accordance with section 3.1 of this Agreement, Casino
Unreal shall under no circumstances be held liable for,
and Reseller shall indemnify, defend and hold Casino Unreal
harmless against, any and all claims asserted against
Casino Unreal by reason of Reseller's marketing and promotional
efforts undertaken hereunder.
Reseller shall bear all costs and expenses incurred in
connection with the advertising, marketing and promotion
of the Service, including but not limited to all costs
relating to the marketing.
As used herein, "Reseller Percentage" shall mean the
percentage paid to Reseller of the actual net revenue
received from a user (the "Customer") for approved use
of the Service. The actual Reseller Percentage shall be
equal to 25 percent (25%) of the Net Monthly Revenue.
"Net Monthly Revenue" shall mean the total amount wagered
in the casino and the sportsbook, less the total amount
paid out as winnings in the casino and the sportsbook,
PLUS, total sales of lottery tickets, less the invoiced
cost for purchasing lottery tickets for the lottery ticket
sales and less the amount for all merchant banking fees.
"Player Signup" shall mean a unique player signing
up for an account and wagering an amount greater than
Casino Unreal shall pay Reseller monthly, in accordance
with this contract for the preceding calendar month. Payment
for the preceding month shall be made prior to the 20th
day of each month.
- Term and Termination.
This Agreement shall commence and be deemed effective
on the date when accepted by an authorized representative
of the Reseller (the "Effective Date"). This Agreement
shall be deemed to be accepted by the Reseller when the
Reseller chooses "YES" to the "Casino Unreal WAGERING
AND GAMING PARTNERS AGREEMENT" and hits the submit button
on the Reseller Sign-Up page. This Agreement is in effect
for a period of one (1) year (the "Term") with additional
one (1) year extensions at Reseller's option. If Reseller
elects to exercise this option, the option as exercised
must be addressed to Casino Unreal in writing, no later
than forty five (45) days prior to the expiration of the
Term. In addition, Casino Unreal, after six months from
the Effective Date, shall have the right to terminate
this contract if Reseller fails to generate a minimum
of three hundred (300) "Independent customers" in any
given month for the first five months and five hundred
(500) in any given month thereafter. Said, notification
will be sent in writing, at least thirty (30) days prior
to the expiration of the term. Notwithstanding anything
in this Agreement neither party shall have the right to
terminate this Agreement within the first six months of
Upon termination of this Agreement, Reseller shall immediately
return to Casino Unreal any and all Casino Unreal materials
which Casino Unreal has a proprietary right in that are
in Reseller's possession and/or in the possession of Reseller's
agents, servants and employees.
Customers using Casino Unreal's facilities and all information
relating to these customers shall remain the property
of Casino Unreal at all times during the operation of
this contract and after termination.
- Accounting Statements.
All payments due to Reseller by Casino Unreal shall be
made on or before the twentieth (20) day of each month
for the immediately preceding calendar month and shall
be accompanied by a written statement which specifies
the grossrevenues received by Casino Unreal with respect
to the Reseller customers, the number of Reseller Customers
wagering and the calculation of the monies being paid
to Reseller. Additionally, statements may be adjusted
by Casino Unreal from time-to-time to reflect overpayments,
consumer chargebacks and/or, credits or underpayments
by Casino Unreal.
Casino Unreal shall hold back 10% of each months payment
due to Reseller (the "Hold Back Amount"). The Hold Back
Amount shall be retained by WorldGaming for a period of
90 days. If the chargebacks pertaining to the sales made
by Reseller for any given month are less than 10% of the
Reseller Percentage, then Casino Unreal shall pay the
difference to Reseller with the next monthly installment
after the 90 day hold back period. If the chargebacks
pertaining to the sales made by Reseller for any given
month are greater than 10% of the gross sales on which
commissions are paid to Reseller, then Casino Unreal shall
adjust the payment due to Reseller in accordance with
section 6.1 of this Agreement.
- Audit Rights.
Reseller may designate a Chartered Accountant to examine
the books and records of Casino Unreal with respect to
this Agreement. Said examination shall be at Reseller's
sole cost and expense and may be conducted no more than
once annually during normal business hours and no sooner
than five (5) business days after Reseller gives written
notice of such audit to Casino Unreal. Accounting statements
rendered by Casino Unreal shall be deemed conclusive if
not challenged by Reseller within thirteen (13) months
after being rendered.
- Exclusivity, Non-Competition and Ownership of Service
Reseller agrees, understands and acknowledges that Casino
Unreal may enter into Agreements of this type with third
parties to promote the Service or a similar version thereof.
Reseller has not paid consideration for the use of Casino
Unreal's or Casino Unreal licensors' trademarks, logos,
copyrights, tradenames, the Servicename referred to in
Recital B, or designations, and nothing contained in this
agreement shall give Reseller any right, title or interest
in or to any of them. Reseller acknowledges that Casino
Unreal and Casino Unreal licensors own and retain all
copyrights and other proprietary rights in all of the
foregoing, as well as any Software supplied by Casino
Unreal. Reseller shall not at any time during or after
this agreement, assert or claim any interest in or to,
or do anything which may adversely affect the validity
or enforceability of, any trademark, tradename, copyright,
servicemark or logo belonging or licensed to Casino Unreal
(including any act or assistance to any act which may
infringe or lead to the infringement of any copyright
in the "Software"). Without limiting the generality of
the foregoing, Reseller shall not attempt to register,
or assist any third party in attempting to register any
trademark, tradename or other proprietary right with any
governmental agency, federal, provincial, local or otherwise,
or with any other entity or authority, without the express,
unequivocal and unambiguous prior written consent of Casino
Unreal. Reseller shall not attach any additional trademarks,
logos or trade designations to the "Software" and shall
ensure that none of the trademarks (or any variation thereof)
appears in any portion of Reseller's name or any name
under which Reseller does business. Reseller shall not
affix a trademark, logo or tradename of Casino Unreal
or Casino Unreal Licensors to any non-Casino Unreal product.
Reseller shall not alter, erase, deface or overprint any
proprietary rights notice on anything provided by Casino
- Confidentiality and Non-Disclosure.
Reseller and Casino Unreal each agrees that during the
course of this Agreement, each may have access to and
become acquainted with ConfidentialInformation of the
other. Reseller and Casino Unreal each specifically agrees
that it shall not misuse, misappropriate or disclose any
such Confidential Information, directly or indirectly,
to any third party or use any such Confidential Information
in any way, either during the Term of this Agreement or
at any time thereafter. Reseller and Casino Unreal each
acknowledges and agrees that the sale or unauthorized
use or disclosure of any such Confidential Information
obtained by the other during the Term of this Agreement
shall constitute unfair competition and shall cause the
party owning the Confidential Information to suffer great
and irreparable harm. Reseller and Casino Unreal each
further acknowledge and agree that, except as otherwise
provided in this Agreement, all such Confidential Information
is and will remain the sole and exclusive property of
the disclosing party. The terms of this Section shall
survive the expiration or termination of this Agreement.
For purposes of this section 9, "Confidential Information"
means (a) discoveries, concepts and ideas, whether patentable
or not; (b) business or technical information, including
but not limited to product or Service plans, designs,
costs, prices and names, finances, marketing plans, business
opportunities, personnel, research, development, and know-how;
(c) any information designated as "confidential", "proprietary",
or "secret" or which, under the circumstances taken as
a whole, would reasonably be deemed to be confidential,
proprietary or secret.
The obligations of section 9.1 shall not apply to the
extent that any Confidential Information (a) becomes generally
available to the public through no fault of the party
to whom it was disclosed; (b) is or has been disclosed
to such party directly or indirectly by a person under
no obligation of non-disclosure to the disclosing party;
or (c) is required to be disclosed under any laws, rules,
regulations or governmental orders provided, however,
that the party to whom it was disclosed shall have the
burden of proving any of the foregoing exceptions by conclusive
Notwithstanding anything to the contrary contained herein,
the parties agree that the financial terms and conditions
of this Agreement are to remain strictly confidential,
and that neither party will disclose such financial terms
and conditions to any third party without the prior written
consent of the other party. This section shall not apply
to disclosures which are required by law (such as Casino
Unreal reporting requirements), by order of a court with
competent jurisdiction, or to each party's respective
attorneys, accountants, and business advisors under a
similar duty of confidentiality.
- Representations, Warranties and Indemnity.
Reseller warrants, represents and covenants to Casino
Unreal that: (a) Reseller has the full legal right, power
and authority to enter into and perform this Agreement,
and to grant to Casino Unreal the rights set forth in
this Agreement; and (b) Reseller will obtain all necessary
rights, licenses, permissions, business permits, and will
comply with all applicable laws, rulesand regulations
in this connection in offering the Service to end-users.
Reseller agrees to indemnify and hold Casino Unreal harmless,
and further agrees to defend Casino Unreal through the
service of an attorney chosen and approved by Casino Unreal,
from and against any and all claims, liabilities, causes
of action, damages, judgments, costs and expenses (including
reasonable attorney's fees) arising out of or in any way
connected with any breach or alleged breach by Reseller
of any representation, warranty or agreement contained
in this section 10, or elsewhere in this Agreement.
In no event shall Casino Unreal be liable to the Reseller,
Reseller's customers or any other third party claim for
any indirect, special, or consequential damages, including
lost profits, whether based upon a claim or action of
contract, warranty, negligence, or other tort or breach
of any statutory duty, indemnity or contribution, or otherwise
arising out of this agreement, or the use and promotion
of the Service, and/or any other act or omission relating
to the Service in any connection to the sale or promotion
of the Service, even if, in any such case, Casino Unreal
has been advised of the possibility of such damages.
- No Representation or Guarantee Regarding Profits or Income
Reseller agrees, understands and acknowledges that the Casino
Unreal, it's parent company, it's sub entities, it's agents,
it's officers, it's directors, it's shareholders, and/or
accountants have made no representation of any nature whatsoever
to Reseller and/or "Reseller's agents, servants and/or employees
regarding profits, income, or money which Reseller may obtain
or generate from the Service and/or from entering into this
"Agreement" and/or from marketing and/or promoting any version
of this Service, and/or form any other matter relating to
this "Agreement" and/or to the subject matter of this "Agreement".
Any expression by Casino Unreal in this regard is an expression
of opinion only and Reseller agrees understands and acknowledges
that they have not been induced to, and/or persuaded thereby
to, enter into this "Agreement" and that Reseller has entered
in to the Agreement of their own free will and choice, without
any force or duress, and only after thorough, complete,
full, and thoughtful investigation and after obtaining independent
advice and counsel from their accountant, their attorney,
and their financial advisors.
This Agreement and rights and duties hereunder may not
be assigned or transferred, either in whole or in any
part by Reseller without the express prior written consent
of Casino Unreal, which consent shall not be unreasonably
- Binding Effect.
This Agreement and the provisions hereof shall be binding
upon and inure to the benefit of the subsidiaries, affiliates,
officers, directors, employees, agents, families, heirs,
beneficiaries, executors, administrators, personal representatives,
successors-in-interest and assigns of the respective parties
hereto, and any entity which acquires either of the respective
If it is determined by a court of competent jurisdiction
that any provision contained in this Agreement is illegal
or unenforceable, such determination shall solely affect
such illegal or unenforceable provision and shall not
affect the validity or enforceability of the remaining
provisions of this Agreement.
- Further Acts.
Each party agrees to perform such further acts and to
execute and deliver to the other party any and all further
documents which are required to carry out the purpose
and intent of this Agreement or any of the provisions
Except as otherwise provided herein, all notices, payments,
or any other communications provided for herein shall
be in writing or emailed and shall be given by email or
personal delivery, or by mail, certified or registered,
postage prepaid, return receipt requested, sent to the
other party to this Agreement to whom it is given at the
address set forth below, or such other address as either
party to this Agreement may direct by notice given in
accordance with the provisions of this Section. All notices
shall be deemed effective upon personal delivery, or seven
(7) days following deposit in the mail, or three (3) days
following delivery through electronic mail (email):
Email: [email protected]
- Dispute Resolution.
Agreement to Submit to Binding Arbitration. Except as
otherwise provided below, the parties agree to submit
disputes between them relating to this Agreement and its
formation, breach, performance, interpretation and application
to binding arbitration as follows.
Notice. Each party will provide written notice to the
other party of any dispute within six (6) months of the
date when the dispute first arises or occurs. If a party
fails to provide such notice, recovery on the dispute
will be barred.
Arbitration Rules. Arbitration will be conducted in Antigua,
pursuant to the Arbitration legislation then in effect
in the Antigua. Except as otherwise agreed, the arbitration
shall be conducted by a single arbitrator. The arbitration
award will be final and binding and may be enforced in
any court of competent jurisdiction.
Costs and Attorneys' Fees. Unless the arbitrator finds
that exceptional circumstances require otherwise, the
arbitrator will grant the prevailing party in arbitration
its costs of arbitration and reasonable attorneys' fees
as part of the arbitration award.
Exceptions. Neither party will be required to arbitrate
any dispute relating to actual or threatened: (a) unauthorized
disclosure of Confidential Information; or (b) violation
of Casino Unreal's proprietary rights. Either party will
be entitled to receive in any court of competent jurisdiction
injunctive or other equitable relief, in addition to damages,
including court costs and fees of attorneys and other
professionals, to remedy any actual or threatened violation
of its rights with respect to which arbitration is not
- Relationship of the Parties.
This Agreement does not create a partnership or joint
venture between the parties hereto and neither party shall
have the power or authority to obligate or bind the other
in any manner whatsoever.
- Entire Agreement.
This Agreement supersedes all prior negotiations, understandings
and agreements between the parties hereto concerning the
subject matter hereof. This Agreement may not be changed
nor modified, nor may any provision hereof be waived,
except in a writing signed by the parties hereto.
- Governing Law.
This Agreement shall be governed by and construed in
accordance with the laws of Antigua.
- Survival of Rights.
Notwithstanding anything to the contrary contained in
this Agreement, any obligations which remain executory
after expiration of this Agreement shall remain in full
force and effect until discharged by performance and such
rights as pertain thereto shall remain in full force and
effect until their expiration.
The headings used in connection with the paragraphs and
subparagraphs of this Agreement are inserted only for
purposes of reference. Such headings shall be not deemed
to govern, limit, modify or in any other manner affect
the scope, meaning or intent of the provisions of this
Agreement, nor shall such headings otherwise be given
any legal effect.