Atlas Business Concepts (ABC) is acting in the capacity of a website design company creating a turnkey website and offering the services of an existing content provider. The websites are created from a general template and then enhanced by the unique domain and site name, color and alternate graphics and images. The website is a semi-custom website, however, the input of the client shall be limited to the choice of a domain and site name. Ownership of the domain name (www.domainame.com), registered on the client's behalf, will be registered to ABC. Should the client no longer wish to operate their website business as hosted by ABC, client can still retain ownership of their domain name providing they make a request in writing to be delivered by certified mail to ABC within 5 business days of canceling the hosting agreement with ABC. ABC will then facilitate the transfer of registrant ownership of the domain name to the client. Costs associated with this transfer, if any, shall be at the expense of the client and be paid to ABC prior to the actual transfer. Should no request be received by ABC, from the client, the domain name shall become the possession of ABC. If client fails to meet the payment terms of this agreement, the domain name will automatically become the possession of ABC. Ownership of domain names selected by ABC for the client shall, at the option of ABC, remain with ABC. The website (the physical pages offer the images, text and content) can be enhanced, modified, sold, transferred or willed by the client as long as the website hosting remains with ABC or host assignee dictated by ABC. A transfer agreement needs to be submitted by the new and previous owner to ABC prior to transfer of thewebsite/domain ownership and direction of payee. The website cannot be hosted and offered on the internet by any entity other than as dictated by ABC. ABC retains all the rights to the website design, images, code and content. Atlas Business Concepts in no way guarantees, warrants, is responsible for or makes claim to any or all content or products provided in the website. Each website requires the set up of an account from the content provider. This account will be setup in the clients name. The client will be paid solely and directly from the content provider. If Atlas Business Concepts is requested to be the holder of the account, then ABC will pay the client any payout due them on or before the 20th of any given month for the previous month's activity. This is providing that Atlas Business Concepts receives payment from the content provider. Therefore, the content provider is responsible for any commissions or payouts due client from the operation of said website.
Atlas Business Concepts will provide the client with a website location to check statistics online (if available) for their commissions earned from the offerings on the website. The client will be notified via e-mail, fax or mail when the website is complete and published on the internet. Atlas Business Concepts agrees to host the clients website for as long as the client meets the monthly hosting fee obligations. ABC shall receive, from client, the first month (30 days) and last month (30 days) hosting fees in advance with the original website order. These hosting fees are representative of the entire offer (which is a commitment by the client of 60 days of total hosting) and are not refundable for any reason. Any prepaid hosting fee amounts up to one year are not refundable once the client's website has been created. Threre is no continual commitment required by the client beyond the ierm of the prepaid hosting. Hosting fees shall commence from the point in time that the client's domain name is registered and actively pointing to the server account set up for the website and shall continue for 30 calendar days. Thereafter, the monthly hosting fees are due on the renewal date of each calendar month. Should client not wish to be billed beyond the initial first and last month hosting fees paid, client shall submit to ABC by mail, fax or e-mail a notice to cancel the website prior to the expiration of the hosting period. Client may continue with additional hosting by notifying ABC by mail, fax or e-mail that they wish to continue hosting their website. ABC will then charge client's credit card on file for the additional hosting fees or receive payment for said fees by fax or mail or bank wire. Atlas Business Concepts also reserves the right to remove the website from the internet, cancel all accounts and domain name if hosting fees are not paid. Atlas Business Concepts also reserves the right to assign the hosting of the client's website to another server host or internet provider. Any changes to the website, requested of ABC by the client, hereafter will be billed at Atlas Business Concept's current rates.
Each website offering is unique, therefore, results from exposure to a site may differ from a similar site. Atlas Business Concepts does not represent, guarantee or warrant any specific returns or results from these websites, website content or marketing plans. Ongoing promotion and marketing, as with any business, is essential. Client understands that any marketing programs offered by Atlas Business Concepts are foundation building only and not intended to be the sole source of advertising and promotion for the website. Client is encouraged to implement other methods of exposure on a regular basis to maximize the potential of the website. Client will be provided with a customer care e-mail address for support to answer questions that may arise. Atlas Business Concepts does not endorse or promote in any way, shape or form, any activity by the Client that involves the transmission of unsolicited bulk e-mails "spamming". Such activity on the part of the Client will result in Atlas Business Concept' reserving its right to immediately shut down the website.
If any provisions in this Agreement or the application thereof to any person or circumstances shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby, and the intent of this Agreement shall be enforced to the greatest extent permitted by law.
Any legal action brought by Client against Atlas Business Concepts with respect to this Agreement must begin within two months after the cause of action arises. In the event that Atlas Business Concepts has not received, via courier or registered mail, specific written objections with information supporting these objections then the information in the statistics shall be deemed accurate, final and binding on client and client waives any rights to thereafter contest the accuracy or content of the monthly report. This Agreement and each subsequent agreement hereto shall be governed by, construed in accordance with the laws of the state of California, performed and entered into in the state of California. It is agreed by and between the Client and Atlas Business Concepts that all disputes and matters whatsoever arising under, in connection with or incident to this contract shall be litigated, if at all, in and before a court located in the cities of Santa Monica, California, USA or Calabasas, California, USA, to the exclusion of the courts of any other state, city or country.
All changes to the website or account and any amendments or addendums to this agreement including cancellation must be received by Atlas Business Concepts via mail, fax or e-mail. Once a request for domain name registration, website order or marketing program has been made and started, no refunds will be granted as these funds cannot be recouped by Atlas Business Concepts.
Cancellation Of Services:
All cancellation of services must be received by Atlas Business Concepts via mail, fax or e-mail. The contacts are as follows:
Atlas Business Concepts
30765 PCH #215
Malibu, CA 90265
Fax: 1-800-807-3683
cancel@freewebsitecenter.com
Monthly Hosting Fees:
| 1 Program or service |
$49 |
| 2 Programs or services |
$58 |
| 3 Programs or services |
$67 |
| 4 Programs or services |
$76 |
Monthly Payouts:
Casino / Sportsbook
|
30% - 65% of Gross Profits |
|
|
| Bingo |
25% - 50% of Net Sales |
|
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| Poker |
25% - 50% of Net Rake |
|
|
| Live Sex |
50% of Net Sales |
| Toy Mart |
25% of Gross Sales |
| Mega Site |
60% of Net Sales |
| Dateline Online |
50% of Net Sales |
| Psychic Online |
50% of Net Sales |
| Online Pharmacy |
30% - 50% of Net Sales |
|
|
| 800 number |
$1.00 per minute |
|
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| 900 number |
|
|
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$0.45 per minute |
|
|
$0.45 per minute |
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| Female Breast Enhancement
ProCalisX
Male Enhancement
Sex Attractants
Herbal Medications
Muscle Tone Max
Hoodia Weight Loss
Increase Sperm Volume
Anti-Impotence
Drugstore For Men
Lysexl Weight Loss
Viagra For WOMEN
|
|
40% of Net Sales |
|
|
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900 / 800 NUMBER TERMS:
This STANDARD CLIENT AGREEMENT (the “Agreement”) is entered into by and between Atlas Business Concepts (“ABC) and (“Client”). WHEREAS, Client desires to deliver information via 900/ 800/International and telephone service, and to receive payment from 900, 800, or international carriers or vendors for calls transported and received through that service. WHEREAS, Atlas Business Concepts is acting as a telephone service bureau, procuring telephone operating services, electronic telephone switching services and interactive telephone audio services; NOW, THEREFORE, and in consideration of the mutual promises and covenants contained herein, Atlas Business Concepts and Client agree as follows:
1. SERVICE DESCRIPTION
A. Atlas Business Concepts at its sole cost and expense shall maintain facilities, equipment and network connectivity capable of processing telephone calls for client. On turn key programs, content or menus may change from time to time at Atlas Business Concepts’ sole expense.
B. Best Efforts: Atlas Business Concepts shall use its best efforts to comply with Client instructions and specifications for program operation, as specified in Addendum A (If custom program), Atlas Business Concepts assumes however, no responsibility or liability to Client in the event of malfunction or failure of equipment or circumstances beyond the control of Atlas Business Concepts. Atlas Business Concepts shall use its best efforts to remedy any malfunctions or interruptions within a reasonable period of time.
2. PAYMENT
A. The Clients customers (“Callers”) will be billed for the charges associated with Clients information offerings (“Program(s)”) through various billing providers. Fraud screening is provided, however it is not guaranteed successful.
B. On turnkey programs, payments are made to client on the 20th of each month for the previous month's activity. Example: For calls received by Atlas Business Concepts, during the month of July, payouts will be made to the client on August 20th. Checks will be sent via 1st class mail on the next business day. Payouts shall be based on the payout schedule as outlined herein. Payouts shall be on the amount of minutes received based solely from billing company(s).
3. OBLIGATIONS OF CLIENT
(a) Client is solely responsible for all costs and management related to the production, advertising and promotion of all information used in its Program(s).
(b) Client shall conspicuously disclose the following in a clear and understandable manner in all print or broadcast advertising and announcements promoting Clients Program(s).
(1) The charges for the Program(s) per call or per minute; and
(2) Any geographic, time of day, or other limitations upon the availability of the Program(s); and
(3) That Callers under eighteen (18) years of age should request parental permission before calling to hear the Program(s).
(c) Client shall include a disclosure to Callers during the call of the per-minute charge for the Program(s) if required by the Carrier.
(d) Client shall not indicate in its Program(s) or in any advertising or announcements promoting its Program(s) that the Carrier or Atlas Business Concepts endorses the Program(s) in any way.
4. TERM
The term of this Agreement shall be a minimum of sixty (60) days after launch of program and beyond such minimum period the term shall be indefinite. Subject to completion of the sixty (60) day minimum period, this Agreement, or any Program Schedule hereto is month to month with the mutual consent of both parties. Carrier/billing agent and or Atlas Business Concepts may terminate this Agreement, or any Program Schedule hereto, immediately if Client breaches any part of this Agreement i.e. if clients monthly payments are not made on time or if the Carrier terminates service due to (i) adverse affect of Client Program on Carriers tariffed services, public image or goodwill, (ii) a local exchange company’s failure to provide necessary billing services at reasonable rates, or (iii) receipt of complaints regarding Client messages, representations, promotions, advertising, products or services or if claims are made arising from them, or (iv) for any other logical reason. In the event of cancellation of this agreement by either Client or Atlas Business Concepts, Client's phone number (800-727-7466) will automatically revert back to Client and Atlas Business Concepts agrees to assist Client fully and without reservation in retaining Client's number from any Carrier or Telco by arranging for Change of Responsible Organization forms or any other means necessary to insure return of (800) xxx-xxxx back to Client, upon any termination of this Agreement (which shall also be evidenced by signed letter which shall be attached to and incorporated by reference into this Agreement) provided there are no outstanding balances due to Atlas Business Concepts. Client must give 30 days prior notice to cancel. Cancellation must be received by Atlas Business Concepts via certified or registered mail or via fax.
5. WARRANTY, LIMITATION OF LIABILITY AND INDEMNIFICATION
(a) Except as may be expressly stated in this agreement, there are no warranties expressed or implied, by operation of law or otherwise. Atlas Business Concepts disclaims any implied warranties of merchantability or fitness for a particular purpose.
(b) Atlas Business Concepts’ entire liability resulting from Atlas Business Concepts’ failure to perform any of its obligations under this Agreement shall be Clients actual, direct damages as might be provable in a court of law, but not to exceed the amount paid to Atlas Business Concepts by Client for monthly service pursuant to this Agreement.
(c) In no event shall Atlas Business Concepts be liable for: (i) any billing, collection, technical, or other mistakes, errors, or omissions of carrier; (ii) claims, demands or actions against client by any other party.
(d) Client shall indemnify and hold harmless Atlas Business Concepts, its agents, employees, officers, and directors from and against any and all fines, penalties, losses, costs, damages, injuries, claims, expenses (including attorneys fees) or other liabilities arising out of or resulting from or in connection with this Agreement or the performance of this Agreement and caused by the acts or omissions, negligent or otherwise, of Client or a subcontractor or an agent of Client or an employee of any one of them, including but not limited to claims of third parties arising out of or resulting from or in connection with the Clients products or services, messages, Program(s), Caller contacts, promotions and advertising disseminated, broadcast, furnished or supplied by Client or any employee or customer or any one of them or any claims for trademark or patent infringement or any claim for libel or slander.
6. GENERAL
(a) Neither party shall have liability for delays or damages due to: fire, explosion, lightning, pest damage, power surges or failures, strikes or labor disputes, water, acts of God, the elements, war, civil disturbances, acts of civil or military authorities or the public enemy, inability to obtain parts or supplies or network access, transportation facilities, fuel or energy shortages, acts or omissions of any common carrier or its agent (including the local exchange companies), any law, order, proclamation, carrier delay in program approval, regulation, ordinance, demand or requirement of any governmental agency or other causes beyond a party's control whether or not similar to the foregoing.
(b) Neither party may assign this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld, except that either party may receive payment, without consent of the other party.
(c) The entire agreement between parties with respect to the subject matter hereof is contained in this Agreement. There are no understandings, representations or warranties expressed or implied, not specified herein, respecting, this Agreement or the service furnished hereunder. Any preprinted terms and conditions of any purchase order issued in connection with this Agreement or the service furnished hereunder shall be superseded by the terms and conditions of this Agreement and of no force and effect. This Agreement shall not be deemed or construed to be modified, amended, rescinded, canceled or waived in whole or in part except by written amendment or waiver signed by the parties hereto.
(d) Client(s) acknowledge and agree that they are entering into this Agreement based upon their own independent decision and investigation and that they are not relying in any manner whatsoever upon any statement and/ or representation, whether oral or written, made by Atlas Business Concepts and/or its employees, agents, and officers. Client(s) acknowledge and agree that they have independently verified the accuracy and/or truthfulness of any and all statements or representations made by ABC and/or its employees, agents, and officers. Client agrees that ABC and/or its employees agents or officers have made no income projections either oral or written. Atlas Business Concepts disclaims any and all liability for representations and/or statements made by it, its agents, and its employees prior to the execution of this contract and not specifically contained in this contract. Client expressly waives and relinquishes any and all suits and claims including but not limited to negligent misrepresentation, concealment and/or fraud in connection with any statement and/or representations made in connection
with, in the formation of and/or during the execution of this contract and all related agreements.
(e) In the event that there is any litigation or suit commenced by Client(s) against, arising out of, or related to this Agreement and/or the services provided hereunder, the prevailing party shall be entitled to recover its costs, including reasonable attorney fees. ABC reserves the right to discontinue service to client if litigation or suit is initiated.
(f) This Agreement is the complete and entire agreement and understanding between parties. Any and all prior or contemporaneous agreements, promises, negotiations ,and other statements or representations have been merged into and have been incorporated into this Agreement. No such prior or contemporaneous agreement shall be admissible in court or other proceeding to add to, vary, modify, or contradict the terms of this Agreement.
(g) If any portion of this Agreement is found to be invalid or unenforceable, the parties agree that the remaining portions shall remain in effect.
h) Any legal action brought by Client against ABC with respect to this Agreement must begin within two (2) months after the cause of action arises. Client has 60 days from the date of each monthly report to review any information. In the event that ABC has not received, via courier or registered mail, specific written objections with information supporting these objections then the information deemed in the report shall be deemed accurate, final and binding on client and client waives any rights to thereafter contest the accuracy or content of the monthly report. This service agreement and each subsequent agreements hereto shall be governed by, construed in accordance with the laws of the state of California, performed and entered into in the state of California. It is agreed by and between the client and ABC (company) that all disputes and matters whatsoever arising under, in connection with or incident to this contract shall be litigated, if at all, in and before a court located in the cities of Malibu, California USA, or Calabasas, California USA, to the exclusion of the courts of any other state, city or country.
(i) Atlas Business Concepts does not endorse or promote in any way, shape or form, any activity by the client that involves the transmission of unsolicited bulk emails ("spamming"). Such activity on the part of the client will result in the ABC's reserving its right to immediately shut down the line service.
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CASINO AND SPORTSBOOK TERMS:
Our 30-65% Payout Partnership Program
Your Casino Host offers you the highest payouts on the net!
Other casinos offer 10% and 15% and some even offer as much as 25% but Your Casino Host treats you like a real casino partner and offers you the ability to earn up to 65% of the casino revenues generated from your efforts!! Hundreds of websites are currently promoting Your Casino Host and are well on their way to earning 65% of the casino revenues the more you earn the more we pay you !
$0- $10,000 House Profits = 40% Commission
$10,001 - $25,000 House Profits = 45% Commission
$25,001 - $50,000 House Profits = 50% Commission
$50,001 - $75,000 House Profits = 55% Commission
$75,000 - $100,000 House Profits = 60% Commission
Over - $100,000 House Profits = 65% Commission
BINGO PAYOUT SCHEDULE
Net Revenue
|
Your Commission
|
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$0-$4999
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25%
|
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$5000-$9999 net per week
|
30%
|
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$10,000-$19,999
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35%
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| $20,000-and above |
45%
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POKER PAYOUT AND TERMS
"Advertising Revenue" is the percentage of Casino Net Revenue due and payable to you, at the end of each calendar month, based solely on our system?s data. The Advertising Revenue will be 25% of the "Net Rake" according to the amount of rake generated by players you send within 1 month of activity.
"Theoretical Rake" is the quotient obtained when multiplying the total amount of the rake taken from the pot by the percentage of money the player had contributed to the pot. For example, if the pot is $100 and you contributed $10 of that pot then your percentage is 10%. Therefore, if the rake taken from that hand was $10 then your theoretical rake would have been $1.
"Hard Rake" is the quotient obtained by multiplying the theoretical rake by the ratio of promo to real money in a players account. For example if a player has $100 in his account, $75 of which is real money deposited through a payment method and $25 in promotional money, then his ratio of real to promo money is 75%. If his theoretical rake for a hand was $1 then his hard rake is $0.75.
Charge-backs
A charge-back is defined as un-collectable CC transaction from the CC companies as a result of customer non payment or fraudulent credit card use. All charged back amounts will be deducted from your payment or the reserved funds. Charge back fees will be paid to CC companies and will be administered by Poker Online Network.
Fee Payment
We will pay you Advertising Revenue on a monthly basis but not less than $100 per payment. If you fail to achieve the amount of $100 Advertising Revenue on a certain month, the earned amount will be forwarded to the next calendar month. All payments will be due and paid in United States dollars. Advertising Revenue will be based upon our good faith calculation based on our statistics.
Partners Agreement
WAGERING AND GAMING RESELLER AGREEMENT
THIS AGREEMENT (the "Agreement") is entered into by and between and the Reseller.
RECITALS
A. Your Casino Host is in the business of producing, marketing and promoting on-line casino, sports book and lotteries entertainment Services, provided by World Gaming, which are accessed through the use of a personal computer, modem and/or direct Internet access.
B. Reseller undertakes to have Your Casino Host produce a gaming web site service for the Reseller web site (the "Service") offering the games and services of World Gaming, and Reseller desires to market and promote the Service. This Service will be advertised, marketed and promoted under the name "Your Casino Host".
C. Reseller desires to obtain from Your Casino Host, and Your Casino Host 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
1. Grant of Promotion and Distribution License
1.1 Your Casino Host 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.
1.2 Your Casino Host 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 Your Casino Host, 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 Your Casino Host 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 Your Casino Host shall reasonably specify from time to time. The notice shall be as small as possible while still remaining legible to the average viewer.
1.3 All other rights and licenses not expressly granted to Reseller herein are reserved by Your Casino Host.
1.4 No payment will be made to reseller for customers who utilize Your Casino Host's Play for Fun Services.
2. Obligations of Your Casino Host
2.1 Your Casino Host 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 Your Casino Host in its sole discretion.
2.2 Your Casino Host shall retain the right to provide the Service in what ever form Your Casino Host deems appropriate.
2.3 Your Casino Host shall retain the right to change any part of the Service at anytime, without notice to Reseller, in whatever manner Your Casino Host deems appropriate.
2.4 Your Casino Host shall retain the right to cancel any part of the Service at any time, without notice to Reseller, in whatever manner Your Casino Host deems appropriate.
2.5 Notwithstanding anything in this Agreement, Your Casino Host 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 World Gaming to deliver the Services contemplated in this Agreement for any reason whatsoever, whether Your Casino Host is at fault or whether a third party is at fault.
3. Obligations of Reseller
3.1 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 Your Casino Host. 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 Your Casino Host. 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, Your Casino Host 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 Your Casino Host determines, in its sole discretion, that any such activities would tend to reduce the value of, or would impair Your Casino Host's goodwill and business reputation, or would expose Your Casino Host to legal liability.
3.2 Notwithstanding any approval by Your Casino Host given in accordance with section 3.1 of this Agreement, Your Casino Host shall under no circumstances be held liable for, and Reseller shall indemnify, defend and hold Your Casino Host harmless against, any and all claims asserted against Your Casino Host by reason of Reseller's marketing and promotional efforts undertaken hereunder.
3.3 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.
4. Compensation
4.1 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 (see schedule above)% 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,
4.2 Non Performance: In the case that the reseller's Website fails to produce a minimum of $100 USD (one hundred dollars) in gross activity for 3 consecutive months, Your Casino Host and or ABC may terminate this agreement by providing Affiliate with a 14 day notice delivered, by e-mail, fax or US mail.. The reseller herein agrees to accept the termination of their website services and will hold ABC, Your Casino Host and its agents, employees, officers, and directors harmless from any liability to continue to services to the reseller's website.
In the case that the reseller fails to actively and effectively advertise, market and promote the Services provided in their website in conjunction with Paragraph 3.1 above, Your Casino Host and or ABC may terminate this agreement without cause.
4.3 Your Casino Host 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. In any month that there exists a negative profit or loss to the Reseller, that amount shall be caried forward. The Reseller is not obligated to repay any losses directly. All losses will be recouped from profits generated from the Reseller's website.
5. Term and Termination
5.1 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 "Your Casino Host 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 Your Casino Host in writing, no later than forty five (45) days prior to the expiration of the Term. In addition, Your Casino Host, 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 the Agreement.
5.2 Upon termination of this Agreement, Reseller shall immediately return to Your Casino Host any and all Your Casino Host materials which Your Casino Host has a proprietary right in that are in Reseller's possession and/or in the possession of Reseller's agents, servants and employees.
5.3 Customers using Your Casino Host's facilities and all information relating to these customers shall remain the property of Your Casino Host at all times during the operation of this contract and after termination.
6. Accounting Statements
6.1 All payments due to Reseller by Your Casino Host 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 Your Casino Host 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 Your Casino Host from time-to-time to reflect overpayments, consumer chargebacks and/or, credits or underpayments by Your Casino Host.
6.2 Your Casino Host 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 Your Casino Host 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 Your Casino Host shall adjust the payment due to Reseller in accordance with section 6.1 of this Agreement.
7. Audit Rights
Reseller may designate a Chartered Accountant to examine the books and records of Your Casino Host 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 Your Casino Host. Accounting statements rendered by Your Casino Host shall be deemed conclusive if not challenged by Reseller within thirteen (13) months after being rendered.
8. Exclusivity, Non-Competition and Ownership of Service Name
8.1 Reseller agrees, understands and acknowledges that Your Casino Host may enter into Agreements of this type with third parties to promote the Service or a similar version thereof.
8.2 Reseller has not paid consideration for the use of Your Casino Host's or Your Casino Host 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 Your Casino Host and Your Casino Host licensors own and retain all copyrights and other proprietary rights in all of the foregoing, as well as any Software supplied by Your Casino Host. 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 Your Casino Host (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 Your Casino Host. 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 Your Casino Host or Your Casino Host Licensors to any non-Your Casino Host product. Reseller shall not alter, erase, deface or overprint any proprietary rights notice on anything provided by Your Casino Host.
9. Confidentiality and Non-Disclosure
9.1 Reseller and Your Casino Host each agrees that during the course of this Agreement, each may have access to and become acquainted with confidential information of the other. Reseller and Your Casino Host 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 Your Casino Host 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 Your Casino Host 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.
9.2 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.
9.3 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 relevant evidence.
9.4 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 Your Casino Host 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.
10. Representations, Warranties and Indemnity
10.1Reseller warrants, represents and covenants to Your Casino Host that: (a) Reseller has the full legal right, power and authority to enter into and perform this Agreement, and to grant to Your Casino Host 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.
10.2 Reseller agrees to indemnify and hold Your Casino Host harmless, and further agrees to defend Your Casino Host through the service of an attorney chosen and approved by Your Casino Host, 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.
10.3 In no event shall Your Casino Host 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, Your Casino Host has been advised of the possibility of such damages.
11. No Representation or Guarantee Regarding Profits or Income
Reseller agrees, understands and acknowledges that the Your Casino Host, 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 Your Casino Host 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.
12. Assignment
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 Your Casino Host, which consent shall not be unreasonably withheld.
13. 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 parties hereto.
14. Severability
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.
15. 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 contained herein.
16. Notices
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: partners@
17. Dispute Resolution
17.1. 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.
17.2. 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.
17.3. 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.
17.4. 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.
17.5. 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 Your Casino Host'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 required hereunder.
18. 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.
19. 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.
20. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Antigua.
21. 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.
22. Headings
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.
23. Legal Jurisdiction
The Reseller is responsible to verify that they are operating in a jurisdiction where online gambling is legal. Your Casino Host has no liability in this matter.
In the event that laws are put into place restricting or prohibiting the services offered herein, Your Casino Host shall have no responsibilty or liability to continue said services.
In no event shall Your Casino Host 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 mandated laws in the jurisdictions in which it conducts business.
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