THIS AGREEMENT (the "Agreement") is
entered into by and between Double Dollars Casino., a company with
offices located at the Curacao and the Reseller.
Double Dollars Casino 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 Double Dollars Casino 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 "Double Dollars Casino".
Reseller desires to obtain from Double Dollars Casino,
and Double Dollars Casino 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.
Grant of Promotion and Distribution
Double Dollars Casino 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
Double Dollars Casino 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 Double Dollars Casino, 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 Double Dollars Casino 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
Double Dollars Casino shall reasonably specify from time to time.
The notice shall be as small as possible while still remaining
legible to the average viewer.
All other rights and licenses not expressly
granted to Reseller herein are reserved by Double Dollars Casino.
Obligations of Double Dollars Casino.
Double Dollars Casino 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 Double Dollars Casino in its sole discretion.
Double Dollars Casino shall retain the right to provide
the Service in what ever form Double Dollars Casino deems appropriate.
Double Dollars Casino shall retain the right to change
any part of the Service at anytime, without notice to Reseller,
in whatever manner Double Dollars Casino deems appropriate.
Double Dollars Casino shall retain the right to cancel
any part of the Service at any time, without notice to Reseller,
in whatever manner Double Dollars Casino deems appropriate.
Not withstanding anything in this Agreement,
Double Dollars Casino 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 Double Dollars Casino to deliver the Services contemplated in
this Agreement for any reason whatsoever, whether Double Dollars Casino 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 Double Dollars Casino. 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 Double Dollars Casino. 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, Double Dollars Casino 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 Double Dollars Casino determines, in its sole discretion, that
any such activities would tend to reduce the value of, or
would impair Double Dollars Casino's goodwill and business reputation,
or would expose Double Dollars Casino to legal liability.
Notwithstanding any approval by Double Dollars Casino given in accordance with section 3.1 of this Agreement,
Double Dollars Casino shall under no circumstances be held liable
for, and Reseller shall indemnify, defend and hold Double Dollars Casino harmless against, any and all claims asserted against
Double Dollars Casino by reason of Reseller's marketing and promotional
efforts undertaken here under.
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% 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.
Double Dollars Casino 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 "Double Dollars Casino 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 Double Dollars Casino in writing,
no later than forty five (45) days prior to the expiration
of the Term. In addition, Double Dollars Casino, 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 Double Dollars Casino any and all Double Dollars Casino materials which Double Dollars Casino 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 Double Dollars Casino's facilities
and all information relating to these customers shall remain
the property of Double Dollars Casino at all times during the operation
of this contract and after termination.
All payments due to Reseller by Double Dollars Casino 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 gross revenues received by Double Dollars Casino 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 Double Dollars Casino from time-to-time to reflect overpayments, consumer
charge backs and/or, credits or underpayments by Double Dollars Casino.
Double Dollars Casino shall hold back 10% of each
months payment due to Reseller (the "Hold Back Amount").
The Hold Back Amount shall be retained by Double Dollars Casino for
a period of 90 days. If the charge backs pertaining to the
sales made by Reseller for any given month are less than
10% of the Reseller Percentage, then Double Dollars Casino shall
pay the difference to Reseller with the next monthly installment
after the 90 day hold back period. If the charge backs 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 Double Dollars Casino shall adjust the payment
due to Reseller in accordance with section 6.1 of this Agreement.
Reseller may designate a Chartered Accountant
to examine the books and records of Double Dollars Casino 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 Double Dollars Casino. Accounting statements rendered by
Double Dollars Casino shall be deemed conclusive if not challenged
by Reseller within thirteen (13) months after being rendered.
Exclusivity, Non-Competition and Ownership
of Service Name.
Reseller agrees, understands and acknowledges
that Double Dollars Casino may enter into Agreements of this type
with third parties to promote the Service or a similar version
Reseller has not paid consideration for the
use of Double Dollars Casino's or Double Dollars Casino licensors' trademarks,
logos, copyrights, trade names, the Service name 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
Double Dollars Casino and Double Dollars Casino licensors own and retain
all copyrights and other proprietary rights in all of the
foregoing, as well as any Software supplied by Double Dollars Casino. 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, trade name, copyright, service mark or
logo belonging or licensed to Double Dollars Casino (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, trade name 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 Double Dollars Casino. 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 trade name of Double Dollars Casino or Double Dollars Casino Licensors
to any non-Double Dollars Casino product. Reseller shall not alter,
erase, deface or overprint any proprietary rights notice
on anything provided by Double Dollars Casino.
Confidentiality and Non-Disclosure.
Reseller and Double Dollars Casino 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 Double Dollars Casino 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 Double Dollars Casino 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 Double Dollars Casino 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 relevant evidence.
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 Double Dollars Casino 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
Representations, Warranties and Indemnity.
Reseller warrants, represents and covenants
to Double Dollars Casino that: (a) Reseller has the full legal
right, power and authority to enter into and perform this
Agreement, and to grant to Double Dollars Casino 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, rules and regulations
in this connection in offering the Service to end-users.
Reseller agrees to indemnify and hold Double Dollars Casino harmless, and further agrees to defend Double Dollars Casino through the service of an attorney chosen and approved
by Double Dollars Casino, 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 Double Dollars Casino 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, Double Dollars Casino has been advised of the possibility of such damages.
No Representation or Guarantee Regarding
Profits or Income
Reseller agrees, understands and acknowledges that the Double Dollars Casino, 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 Double Dollars Casino 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 here under
may not be assigned or transferred, either in whole or in
any part by Reseller without the express prior written consent
of Double Dollars Casino, which consent shall not be unreasonably
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 here to.
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.
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
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 e-mail
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 three (3) days following delivery through
electronic mail (e-mail): Double Dollars Casino
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 the Curacao, pursuant to the Arbitration legislation
then in effect in the Curacao. 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 Double Dollars Casino'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 here under.
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 what so ever.
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 here to.
This Agreement shall be governed by and construed
in accordance with the laws of the Curacao.
Survival of Rights.
Not with standing 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
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.
I AGREE I DISAGREE
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