Staker

NOTE: By entering into this Agreement, The Staker consents to the personal information he or she has provided being transferred and stored in the Casino Minions database.

IT IS HEREBY AGREED as follows:

1. Nature of Agreement

   The Parties agree that the terms and conditions of this Agreement shall govern the provision by Casino Minion Management of the assigned casino system play vault. The ‘Staker’ joins an individual vault ‘Collective’ by purchasing stakes. The stake becomes part of a ‘group’ bankroll. Casino Minion's staff or associates will follow a specific plan for that vault collective. This pre-set rule-based system is implemented in live real-money play at various casinos. Casino Minion’s staff executes the system and methodology without any subjectivity, discretion, or analysis. This activity is private in nature and made available solely by invitation to a limited group of individuals with a pre-existing relationship. It is not open to the public and is not offered, advertised, or promoted in any public forum. These private activities focus are to produce a pre-determined objective that is outlined in the vault documentation. Each vault is independent and has varied stake amounts, risk level and objectives.

2. Definitions and Interpretation
   1. "Stake" means a single Client’s overall percentage of the total vault bankroll ‘Collective’;
   2. "Casino Minion" means the trained employees and assigns of Casino Minions. A Minion facilitates a system of play for a specific vault for the ‘collective stakers’ of said vault;
   3. "System/Methodology" refers to the approved detailed set of rules and money management progressions that provide an exact game theory that will be followed for purposes of live play for that specific vault;
   4. "Stake Count" means the amount of stake allocation for a single Staker in that Vault ‘collective’;
   5. "Vault Objective" means a pre-determined beginning and end of any live vault play period;
   6. "Casino Assistant or Casino Facilitator" Refers to a person that fulfills a specific casino-related service that is solely dictated by an exact written plan agreed to as a Stalking member of any vault.
   7. "Vault Report" refers to a debrief report of play indicating the completed profits/losses associated with that specific vault ‘Collective’ bankroll;
   8. “Game Asset” refers to the underlying casino game that will be played using the methodology for that vault:
3. Casino Minon Accounts
   1. Funds can be deposited or withdrawn from the Staking Vault system upon an email request. A reasonable time must be provided for execution. Once a Stake has been obtained in any active vault it cannot be removed until the completion of that vault (retired). Absolutely no emergency withdrawals or deposits can be made outside of this window of time.
   2. In accordance with additional ‘Stake Vault’ materials associated with this Agreement, it is acknowledged and understood that management will do its best to inform members of the group about any substantial changes vault details, objectives, etc. However, decisions related to actual live play may require management approval and will be considered final.
   3. Technical issues, payment provider or transfer problems with online payment processors that result in any loss of funds while in transfer are not the responsibility of Casino Minions.
   4. Interference by a third-party casino or confiscation of funds will not result in liability to Casino Minions, its staff, or management.
4. Appointment of a Casino Minion Facilitator

   The Staker hereby appoints Casino Minions, its Casino Vault Facilitator and said employees as Facilitated Casino Assistants for the sole purpose of executing live casino play for each vault. All actions executed by Casino Minions shall be made by means of manual play in accordance with a System or Systems approved by our management.

5. Commencement and Duration

   This Agreement shall commence on the date hereof and shall continue until written notice of termination by the Staker in the Casino Minion Stake Vault program.

6. Responsibilities of Casino Minions Management and Staff
   1. Casino Minions shall be responsible for the execution of the vault system methodology agreed upon by means of manual facilitated System play, subject to any specific instructions specified by Casino Minion's management. The Staker shall confer such Authorization, as may be required to discharge its aforesaid responsibility.
   2. It is understood and agreed that the Stake Vault Senior Manager will be using employees known as ‘Minions’ to execute a system to play a casino game and that any such system might expose the vault bankroll which includes the Staker’s funds to risks associated with the use of casino games, systems, and technology relied on both by Casino Minions and the third-party casino. The Staker agrees to accept such risks, which may include, but are not limited to, failure of system, failure of money management, interference by third-party vendors or defects in Strategies, System(s). No safe casino system has ever been devised that is 100% profitable, and there can be no guarantee of (a) profits, (b) freedom from loss or (c) limitation of the extent of losses. (d)The Participant acknowledges that no guarantee of capital appreciation or specific pre-set profit targets can be made. This agreement is strictly for a private business facilitation service and no security has been offered or sold.
   3. In the event of Casino Minions identifying a potential problem in the execution of duties arising from any of the foregoing causes or otherwise, Casino Minions is hereby authorized to take such steps to halt system use, and alert the Staker.
   4. The Casino Minions staff and assigns shall have full power and authority to execute the methodology provided by the System Manager in any casino by means of manual entry of bets dictated by the vault details and plan. The Staker hereby ratifies and confirms any and all actions affected for each individual vault by Casino Minions staff as authorized.
   5. The Staker understands that each individual vault seeks capital appreciation by placing bets in casino games that have a built-in house edge. The Staker hereby acknowledges that casino gaming involves a risk of loss and is suitable only for people who can assume such risk. Participation involves recreational live casino wagering conducted for entertainment purposes only. All activity takes place within a casino gaming environment and is subject to the inherent risks associated with gambling. No strategy, system, or methodology can eliminate risk or guarantee any outcome. Participation does not involve an investment of any kind, a security or financial product, a joint venture, partnership, or fund, a solicitation or offering to the public.
   6. The Participant hereby acknowledges a risk threshold that is substantially higher than most. When profits or losses meet any pre-set vault objective, Casino Minion's staff will immediately cease live play and move to the next phase in that vault’s existence (retired).
   7. If the Staker does not respond to any email communications from Casino Minion's staff within a period of 48 hours, the Staker shall be deemed to have notification of any changes or decisions deemed necessary by management.
   8. Casino Minion’s management has the right to refuse or terminate the ongoing Staker’s agreement without explanation.
   9. Absolutely no outside communication between a Staker and Casino Minion's staff is acceptable without management authorization.
   10. Casino Minions acknowledges and respects the privacy of each Staker and will never release identifying information to another Staker without authorization
   11. In addition, Casino Minions will provide a Vault Debrief Report by writing or video upon the completion of a vault’s live play phase.
   12. Casino Minions shall have no responsibility for the compliance by the Participant with legal or tax obligations, whether under the laws applicable to the Staker or under the laws of any other jurisdiction. It is solely the Staker’s duty to understand and comply with any local laws in their jurisdiction.
   13. Casino Minion's management and staff shall not be held responsible for any breach by any third-party website's obligations to the Client.
   14. All discussions, materials, results, and communications are private and confidential. Participants agree not to share, forward, reproduce, or publicly discuss any aspect of this activity.
7. Agents of Casino Minions

   Casino Minion's management shall be entitled to appoint such officers, servants, agents, sub-agents, or other people as Casino Minions sees fit and may delegate to any such persons all or any of the duties as needed.

8. 1. Casino Minion's management and staff make no guarantee that any facilitated casino play vault will result in a profit to the Staker. The Staker understands that because the risk factor is high in casino gaming, only genuine "risk" funds should be used in such endeavors.

   2. Any composite performance results studied or evaluated by the Staker cannot be relied on for actual live vault play. The approval of Casino Minion management to facilitate any rule-based system play presented by and approved by Staker participation should not be taken as an acknowledgment or guarantee of any success or failure of said system or methodology. Extensive simulations or hypothetic testing of any system cannot predict short-term variations or results.

      Another inherent limitation of testing results is that the allocation decisions reflected in the performance record may not have been made under actual live conditions and, therefore, cannot completely account for the impact of anomalies throughout periods of data/results.

   3. All casino play shall be solely for the account of and at the risk of the Staker’s in the individual vaults and, except as hereinafter provided, neither Casino Minions nor its shareholders, directors, officers, or employees shall have any liability for any loss incurred in connection with any such actions, either from the Staker or any shareholder of said Staker, or towards any other person claiming as agent or principal of Staker, or to any third parties, or by virtue of any other relationship with or between Casino Minions and/or Staker, other than loss, if any, arising from gross negligence.
   4. Subject as aforesaid, all actions undertaken by Casino Minions shall be undertaken in good faith and in the reasonable belief that such action is undertaken in the best interests of each Staker of any vault, provided that termination of any action, proceeding, demand, claim or lawsuit by judgment, order or settlement shall not, of itself, create a presumption that the conduct in question was not undertaken in good faith, with due care, and in a manner reasonably believed to be in, or not opposed to, the best interests of the Staker.
9. Representations And Warranties
   1. Each Party to this agreement represents and warrants as follows:
      • If it is a corporation, it is a corporation duly incorporated and validly existing in good standing under the laws of its jurisdiction of incorporation specified on the first page of this Agreement.
      • It has the legal right and full power and authority to enter into and perform this Agreement which, when executed, will constitute valid and binding obligations of such Party, enforceable against it in accordance with their respective terms. All necessary corporate action required for the execution of this Agreement has been effectively taken.
      • The execution and delivery of, and the performance by each Party of, its obligations under this Agreement will not result in a breach of any provision of its constitutional documents.
      • No order has been made, petition presented, resolution passed or meeting convened for the winding up (or other process whereby the business is terminated and/or the assets of such Party are distributed among the creditors and/or shareholders or other contributors) of the Party and there are no cases or proceedings current or pending under any applicable insolvency, reorganization, or similar laws in any jurisdiction concerning the Party and, to the best of its knowledge and belief, no events have occurred which, under applicable laws, would justify any such cases or proceedings.
      • The Party is not insolvent or unable to pay its debts as they fall due.
      • The Party is, to the best of its knowledge, in full compliance with all laws, regulations, obligations, and restrictions applicable to its business and operations and there are no cases or proceedings current or pending under any such laws or regulations in any jurisdiction concerning the Party and, to the best of its knowledge and belief, no events have occurred which, under applicable laws or regulations, would justify any such cases or proceedings.
      • The Party's entry into, and the fulfillment of its and of the other Party's obligations under this Agreement, will not, to the best of its knowledge, result in the breach of any laws, regulations, obligations, or restrictions applicable to it or to the other Party.
10. Staker Acknowledgments
    1. Staker acknowledges that in fulfilling any vault live casino system play as instructed in documentation, a casino’s electronic entry platforms can have technology glitches, errors in executing placed bets, and multiple other outcomes that are not the fault of Casino Minion's management or staff.
    2. Staker confirms that it understands the risks associated with casino bets and transactions executed in the context of this Agreement. In particular, the Participant confirms that it understands the volatile character of casino gaming and electronic bet platforms (live dealer/electronic input of bet selection).
    3. The Staker understands that any payment processors are not under the sole control of Casino Minions.
    4. The Staker undertakes to advise Casino Minions of their desire to withdraw funds and provide a reasonable time frame for execution.
    5. The Staker confirms that neither it nor its principals, employees, or agents will be actively involved in the execution of said systems used live by Casino Minions facilitators or staff. The Staker understands and acknowledges that only the Vault System Manager for the ‘Collective’ can determine specific changes to the method of play.
11. Privacy, Record Keeping and Communications

    The Staker acknowledges that an important part of Casino Minion’s business requires detailed record-keeping of communications between all parties involved in the fulfillment of the vault objectives. The privacy of all parties will be maintained using best efforts and practices by Casino Minion’s policies and procedures.

12. Remuneration Of Casino Minions System Manager and Assigns
    1. Casino Minions is a private business relationship with each Staker joining any vault by choice. An administration vault fee is earned (per stake) by Casino Minions for facilitating live casino play. This fee varies from each vault and is charged and earned upon purchasing a Stake. A ‘Facilitation Stake’ is earned only on a vault that does result in a positive payout or objective reached. Each vault will provide details on the exact fees separately.
    2. No additional costs or fees are charged to Stakers without it appearing in writing prior to stake participation.
    3. Costs associated with deposits and withdrawals are the sole responsibility of each Staker.
    4. The Staker confirms that it has read, and acknowledged all terms and conditions associated with any payment processing platforms that are used by Casino Minions. Casino Minions is not responsible for or liable due to any third-party rules, conditions, policies, or terms of use associated with any platform or website that facilitated transfers of Staker participant funds.
13. Duration and Termination
    1. This agreement and its validity, construction, enforcement and provisions shall be continuous until terminated in accordance with this clause 13.
    2. The Staker may terminate this Agreement at any time without cause, by written email Notice to Casino Minions. Funds that are part of an active vault (not retired) will not be returned until the vault live play phase has ended (assuming a positive objective has occurred).
    3. Any such Notice as is mentioned in clause 13.2 above shall be acknowledged by Casino Minions by e-mail only.
    4. Casino Minions may terminate this Agreement at any time without cause, by written Notice to Staker, PROVIDED THAT Casino Minions shall cease use of Staker’s funds (if any funds exist outside of an active vault).
    5. Each Staker's rights of termination hereunder shall be in addition to all other remedies and rights to which it may be entitled under this Agreement.
14. Force Majeure

    If any act of a government, war conditions, labor disputes, strikes, fire, flood, or other act of God, or any other cause or condition beyond a Party's control, prevents a Party from performing in accordance with the provisions of this Agreement, such nonperformance shall not be considered a breach or default so long as the conditions prevail.

15. Entire Understanding

    This Agreement may not be amended or modified except in writing. This Agreement and the incorporated STAKER VAULT OVERVIEW DOCUMENTATION represent the entire understanding between the Parties, and all prior discussions and negotiations are merged in it. To the extent there is any conflict between the terms of this Agreement and any other materials, the terms of this Agreement shall control.

16. Notices

    Any Notice given or made under this Agreement:

    1. Must be in writing and signed by a person duly authorized by the sender;
    2. Must either be delivered to the intended recipient by prepaid registered post (if posted to an address in another country, by airmail) or by official email addresses.
17. Counterparts

    This Agreement may be signed by the Parties in two counterparts which together shall constitute one and the same agreement between the Parties and shall become effective at such time as each of the Parties shall have signed such counterparts and shall have notified the other Party thereof.

18. Severability

    Any provision of this Agreement which is prohibited, invalid, or unenforceable shall be ineffective only to the extent of such prohibition, invalidity, or unenforceability without invalidating the remaining provisions hereof.

19. Assignment

    This Agreement shall be binding upon the Parties and their respective successors and assigns and may not be assigned by either party without the express written consent of the other party which shall not be unreasonably withheld PROVIDED THAT Casino Minions may, on fourteen days' written Notice to Client, assign the benefits and burdens of this Agreement to any company under the same, or substantially the same, ownership as Casino Minions.

20. Proper Law

    1. This Agreement shall be governed by, and construed in accordance with, the laws of Nicaragua. For the purposes of any dispute arising out of or relating to this Agreement, each party hereby expressly consents and submits to the jurisdiction of the Courts of Nicaragua, which shall have exclusive jurisdiction for the determination thereof, PROVIDED THAT, if the parties agree, any such dispute may be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. In any such case, the place of arbitration shall be Nicaragua and the language of the arbitration shall be Spanish.

    2. If any provision hereof is or at any time becomes inconsistent with any present or future law, rule, or regulation of Nicaragua or of any jurisdiction, agency or self-regulatory body having jurisdiction over any part of the subject matter of this Agreement, said provision shall, so far as possible, be deemed to be superseded or modified to conform with such law, rule, or regulation, but in all other respects, this Agreement shall continue and remain in full force and effect.

21. Reputation, Independence, and Confidentiality

    1. Neither of the Parties shall do or commit any act, matter, or thing which would or might prejudice or bring into disrepute in any manner the business or reputation of the other or any director, officer, servant, or employee of the other.

    2. Each Party hereto shall be and remain an independent Participant and this Agreement shall not be deemed to establish a joint venture, partnership, or any other relationship between the Parties. Neither Party shall have any authority (save as expressly herein provided) to act, or attempt to act or to represent itself, directly or by implication, as an agent of the other party or in any manner assume or create, or attempt to create, any obligation on behalf of or in the name of the other, nor shall either be or be deemed to be, the agent or employee of the other.

    3. The Parties hereby agree:

       • that the Collective Facilitation Agreement and methods of Casino Minions are the property of Casino Minions retained by Casino Minions and constitute trade secrets; and
       • that save as contemplated by this Agreement neither of the Parties shall, either before or after the termination of this Agreement, disclose to any person not authorized by the other Party to receive the same any confidential information relating to the other Party, whether obtained from the other Party under or in connection with this Agreement, or of which such Party shall have become otherwise possessed during the period of this Agreement, and both Parties shall use all reasonable endeavors to prevent any such disclosure as aforesaid and to maintain this Agreement in confidence PROVIDED THAT in the event that either Party becomes legally compelled to disclose any information concerning this Agreement or the other Party, such Party will provide the other Party with prompt Notice so that the latter may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or said other Party waives compliance with the provisions of this clause, the Party so legally compelled will furnish only such information as its counsel advises it is required to disclose.
22. Waiver

    No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party. No oral waiver shall be binding, and the Parties agree that they may not rely upon purported oral waivers.