PLEASE READ THE FOLLOWING CAREFULLY. WE RECOMMEND YOU PRINT THESE TERMS AND CONDITIONS AND STORE THEM ALONG WITH ALL CONFIRMATION EMAILS REFLECTING YOUR TRACKER IDs, BONUS CODES, AND AFFILIATE ACCRUALS AS THEY RELATE TO YOUR AFFILIATE RELATIONSHIP WITH RSP ENTERTAINMENT N.V. WE DO NOT FILE EACH INDIVIDUAL AGREEMENT WITH PARTNERS SO PLEASE PRINT IT OUT FOR YOUR RECORDS. THESE TERMS AND CONDITIONS ARE SUBJECT TO CHANGE.

NOTIFICATION OF THESE TERMS AND CONDITIONS CONSTITUTES THE MAKING OF AN OFFER. BY CLICKING ON THE “YES” OR “I AGREE” BUTTON, YOU ARE CERTIFYING THAT YOU ARE 18 YEARS OF AGE OR OLDER AND YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT WISH TO ACCEPT THE FOLLOWING TERMS AND CONDITIONS, YOU MUST CLICK ON THE “NO” OR “DO NOT ACCEPT” BUTTON AND YOU WILL NOT BE APPROVED AS AN AFFILIATE PARTNER WITH RSP ENTERTAINMENT N.V. IF YOU HAVE ALREADY JOINED THE RSP AFFILIATE NETWORK AND DO NOT AGREE WITH THESE TERMS, PLEASE E-MAIL RSP AT Affiliates@redstarpoker.com TO NOTIFY RSP THAT YOU WISH TO TERMINATE YOUR AFFILIATE AGREEMENT.

This Affiliate agreement is a legal agreement between You (“You”) and RSP Entertainment N.V., a Curacao, Netherlands Antilles based company, and its affiliated corporations, successors and assigns (collectively referred to herein as “RSP”). This Affiliate Agreement and any other guidelines or additional terms RSP provides to You via E-Mail or the RSP Websites and the associated Payment Plan (together the “Agreement”) contain the complete terms and conditions that apply to Your participation in the RSP online affiliate network (“Affiliate Network”). In the event there is a conflict between this Agreement and any other additional terms this Agreement shall take precedence unless such additional terms expressly reference variation to this Agreement.

The website is owned by RSP Entertainment group of companies. The group includes Vereker Limited, registration number HE164477, 82 Georgiou Griva Digeni, Stephanie House, office 101, Cyprus, 3101, and RSP Entertainment N.V., registration number CYB-IP/2007-10, located at Dr. M.J. Hugenholtzweg Z/N UTS Gebouw, Curacao.

Currently the Sites offered within the Affiliate Network are:

www.redstarpoker.com, www.redstarpoker.ru, www.rspcasino.ru and www.rspcasino.com

You will not be entitled to receive any Affiliate Accruals for revenues generated by Real Money Players on the Affiliate Network except as set out in the Payment Plan You have chosen.

1. ACCEPTANCE OF TERMS: RSP permits You to promote the Sites as per the Terms and Conditions of this Agreement. By clicking on the “Yes” or “I agree” button below, You are certifying that You agree to be bound by the terms of this Agreement. If You do not wish to be bound by these terms, You must click the “No” or “I do not accept” button, and You will not be approved as an Affiliate and therefore will not receive payment for any Affiliate Accruals.

1.1 AGREEMENT UPDATES: The terms of this Agreement may be changed or updated at any time by RSP, by either (i) E-Mailing You a change notice or (ii) posting the new version of the Agreement on the RSP Website. Except in the case of modifications relating to fraud prevention or where there is a mistake in the Agreement, which shall be effective on the date of posting or the sending of such notice (whichever is the earlier), all modifications to the Agreement will only take effect 14 days after the date of posting or sending of any such notice (whichever is the earlier). It is Your responsibility to visit the website frequently to make sure You are up to date with the latest version of the Agreement and its provisions. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION WITH THE AFFLIATE NETWORK FOLLOWING SUCH 14-DAY PERIOD WILL BE DEEMED BINDING ACCEPTANCE OF THE MODIFICATION.

1.2 Notwithstanding Section 1.1 above, from time to time RSP may contact You with information regarding specific promotions. Unless You notify RSP otherwise, You will be deemed to have agreed to take part in such promotion and the terms of such promotion shall be incorporated into the applicable Payment Plan and this Agreement for the duration of such promotion.

1.3 You acknowledge and agree that regulations 9(1) and 9(2) (Information to be provided by electronic means) and 11(1) (placing of the order) of the Electronic Commerce Directive 00/31/EC shall not apply to or have any effect on this Agreement.

2. INTERPRETATION

2.1 DEFINITIONS: In this Agreement, the following terms shall have the following meanings:

“Affiliate Cashier Account” means the account into which You receive payment by RSP. All payables are paid into Affiliate Cashier Accounts, unless specifically agreed otherwise.

“Affiliate Payment Accrual” is the amount due and payable to You, as calculated based solely on RSP’s system's data and in accordance with the terms of this Agreement and the applicable Payment Plan.

“Affiliate Area” means the area of the Website that is accessible to You (You may require to access some parts of this area by logging on with the security code You are assigned by RSP when You sign up as a participant in the Affiliate Network and associated password) and which provides certain 'member only' functionality, including facilities to check relevant statistics, register Sub-Affiliates, update Your profile, create additional Tracker IDs and Bonus Codes, select Banners and/or Text Links.

“Affiliate Marketing Rules” means RSP’s rules for electronic marketing activities that can be viewed in the Affiliate Area.

“Banners” and “Text Links” means the graphical artwork or text, which includes Tracker IDs and Bonus Codes and Tournament feeds (RSS), that RSP has made available in the Affiliate Area and that You may use to connect Players to RSP’s Services from Your website (or other electronic method) or using other marketing materials.

“Brand” means the “RSP” brand used in association with online poker and other online games of skill and/or chance together with any other brands operated by RSP from time to time.

“RSP Marks” means the words “Red Star”, “ Red Star Poker”, the “Red Star Poker logo”, other Red Star Poker logos, custom graphics and button icons and/or any logo, mark, domain name or trade name that contains, is confusingly similar to or is comprised of RSP Marks or any other name or mark owned from time to time by RSP.

“Fraud Traffic” means deposits, revenues or traffic generated on the Services through illegal means or any other action committed in bad faith to defraud RSP (as determined by RSP in its sole discretion), regardless of whether or not it actually causes RSP harm, including deposits generated on stolen credit cards, collusion, manipulation of the service or system, bonuses or other promotional abuse, creation of false accounts for the purpose of generating Affiliate Accruals, and unauthorized use of any third-party accounts, copyrights, trademarks and other third-party Intellectual Property Rights (which, for the avoidance of doubt, includes RSP’s Intellectual Property Rights) and any activity that constitutes Fraud Traffic under Section 3 below.

“Intellectual Property Rights” means rights to all existing and future patents, trade marks, design rights, service marks, trade dress, trade or business names (including domain names), registered designs, copyright (including rights in computer software) moral rights, database rights, format rights and topography rights (whether or not any of these is or are registered and including applications for registration) know-how, trade secrets and rights of confidence and all rights and forms of protection throughout the world of a similar nature or with similar effect to any of these for the full unexpired period of any such rights and any extensions and/or renewals thereof.

“Marketing Materials” means Banners and Text Links and any other marketing materials (which may include RSP Marks) that have been provided or otherwise made available to You by RSP and/or pre-approved by RSP.

“Payment Plan” means the payment plan You have accepted under which RSP will pay You a share of certain revenues generated by Real Money Players as specified in the specific Payment Plan (“Percentage Payment Plan”)

“Player(s)” means any person using any products or services on RSP Sites whether attached to Your Tracker or not;

“Player Account” means a uniquely assigned account that is created for a Player when he/she successfully registers for the Services via a Tracking URL or Sign Up Bonus Code.

“Real Money Player(s)” means any person who is attached to Your Tracker (or if applicable, Your Sub-Affiliate’s Tracker) who: (i) has not been a Player with RSP before; (ii) who has made the minimum required deposit; (iii) is accepted as a player under any applicable sign up or identity verification procedure that RSP may require; and (iv) any other qualification criteria that RSP may introduce from time to time.

“Services” means any product or service offered to Players on RSP Sites.

“Sign-up Bonus Code(s)” is a unique alphanumeric code that RSP may make available to You to provide to prospective Players. When entered, the system automatically logs the Sign-up Bonus Codes and records You as the Affiliate in relation to the relevant Player. Further, Sign-up Bonus Codes may automatically be entered/logged by RSP’s system with some CDs that RSP may provide to You and which may be used for installation of RSP’s software by any prospective Player.

“Sites” means the websites and any other online site or platform that is owned, operated or controlled by or on behalf of RSP from time to time and each of its related pages through which a Player opens a Player Account and/or accesses RSP’s Services.

“Spam” means any E-Mail or other electronic communication that You send which markets, promotes or which otherwise refers to RSP, the Site or RSP’s Services from time to time, or which contains any Marketing Materials, RSP Marks or Trackers and which breaches RSP’s Affiliate Marketing Rules.

“Sub-Affiliate” means a person that You have referred to (and that has successfully joined) the Affiliate Network in accordance with the terms of this Agreement.

“Sub-Affiliate Accruals” means the Affiliate Accruals due to any Sub-Affiliate as set out in their chosen Payment Plan.

“Term” means the period from the date that You acknowledge and accept the terms of this Agreement by indicating such acceptance on the Affiliate Sign Up Form, until such time as this Agreement expires or is terminated in accordance with its terms.

“Tracker(s)” means the unique Tracking URL or Sign Up Bonus Codes that RSP may provide exclusively to You, through which RSP tracks Players' and Real Money Players' activities and calculates Affiliate Accruals.

“Tracking URL” means a unique hyperlink or other linking tool for referencing RSP’s Sites or Services through which You refer potential Real Money Players. When the relevant Player opens his or her Player Account, RSP’s system automatically logs the Tracking URL and records You as the Affiliate.

“Website(s)” means the RSP affiliate website located at the URL www.cpnetwork.com and at any URL with which RSP may replace such URL from time to time (and any other such web addresses including RSS feeds that are owned, operated or controlled by or on behalf of RSP from time to time and that RSP makes available such website) and each of its related pages.

2.2 HEADINGS: The insertion of headings in this Agreement is for convenient reference only and is not to affect the interpretation of this Agreement.

2.3 PERSONS: Any reference to “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organizations, governments, states, governmental or state agencies, foundations and trusts (in each case whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists);

2.4 STATUTE: Any reference to a statute, statutory provision, ordinance, subordinate legislation, code or guideline (“legislation”) is a reference to that legislation and all other subordinate legislation made under the relevant legislation as amended and in force from time to time and to any legislation that re-enacts or consolidates (with or without modification) any such legislation.

2.5 LANGUAGE: This Agreement is drafted in the English language. If this Agreement is translated into another language, the English language text shall in any event prevail.

3. INDEMNIFICATION: You agree to indemnify, defend and hold harmless RSP, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees, agents, licensors, and partners from any and all claims, losses, liabilities, demands, damages, costs, or expenses (including reasonable attorney's fees), arising from or asserted by any third party relating in any way to (a) Your promotion of the RSP Services, or any other product, service or promotion offered to You by RSP; (b) any claim of infringement of third party intellectual property rights; (c) uploading, posting, emailing, reproducing, transmitting or otherwise distributing any Content or other materials by You; or (d) the breach of any of these Terms and Conditions by You. RSP reserves the right to assume the exclusive defense and control of any matter subject to indemnification by You, which shall not excuse Your indemnity obligations.

4. DISCLOSURE OF FRAUDULENT ACTIVITIES: If, at RSP’s sole determination, You are found to have cheated or attempted to defraud the RSP Service or RSP Gaming N.V. in any way, or if You make untrue and/or malicious comments with regard to the company's operation in any media or forum, the company reserves the right to publicize Your actions along with Your identity and e-mail address, as well as to circulate this information to other online gaming sites, banks, credit card companies, and appropriate agencies. Further, the company may close any accounts, and forfeit any account balances, that You have at RSP or at any other RSP related website and/or business.

5. TERMS AND CONDITIONS

5.1 IDENTITY AND DISCLOSURE: You shall provide true and complete information to RSP when completing the Affiliate Sign Up Form and promptly update such information if all or any part of it changes. You shall also provide RSP with such other information as RSP may reasonably request from time to time.

5.2 MARKETING ACTIVITIES AND RESPONSIBILITIES: You shall market to and refer potential Real Money Players to the Sites. You will be solely liable for the content and manner of such marketing activities. All such marketing activities must be professional, proper and lawful under applicable rules, regulations or laws (including any laws in relation to the content and nature of any advertising or marketing) and otherwise comply with the terms of this Agreement. You shall not Yourself and shall not authorize, assist or encourage any third party to:

5.2.1 Breach the Affiliate Marketing Rules. The following constitutes a violation of the network’s Promotional Spend Rules:

• Rakeback offered at Red Star may not exceed 30%.
• Affiliates may not directly or indirectly offer additional rakeback to their players.
• Affiliates may not create signup codes which are the same as the codes used by Red Star for company's own promotions

5.2.2 Place Marketing Materials on any online site or other medium where the content and/or material on such website or medium is potentially libelous, malicious, discriminatory, obscene, unlawful, sexually explicit, pornographic or violent or which is, in our sole discretion otherwise unsuitable:

5.2.3 Develop and/or implement marketing and/or public relations strategies that have as their direct or indirect objective the targeting of marketing of RSP and/or the Website to any persons who are less than 18 years of age (or such higher age as may apply in the jurisdiction that You are targeting), regardless of the age of majority in the location You are marketing.

5.2.4 Use Marketing Materials in a manner that may potentially confuse a Player or potential Player:

5.2.5 Place Marketing Materials on any online site or other medium where the content and/or material on such online site or medium:

 

5.2.6 Read, intercept, modify, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to RSP by any other person:

5.2.7 In any way alter, redirect or in any way interfere with the operation or accessibility of the Sites or any page thereof.

5.2.8 Register as a Player on behalf of any third party, or authorize or assist (save by promoting the Site and Services in accordance with this Agreement) any other person to register as a Player:

5.2.9 Take any action that could reasonably cause any end-user confusion as to RSP’s relationship with You or any third party, or as to the ownership or operation of the site or service on which any functions or transactions are occurring:

5.2.10 Post, serve or publish any advertisements, communications or promotional content promoting the Site, RSP’s Services or RSP Marks or around or in conjunction with the display of the Site and/or any part or page thereof (for example and without limitation through any “framing” technique or technology or pop-up windows or pop-under windows or interstitials):

5.2.11 Cause any of the Sites (or any parts or pages thereof) to open in a visitor's browser or anywhere else used for accessing the Services other than as a result of the visitor clicking on Banners or Text Links contained in or as part of any Marketing Materials;

5.2.12 Attempt to intercept or redirect (including via user-installed software) traffic from or on any online site or other place that participates in our Affiliate Network;

5.2.13 Use any means to promote any of the Sites that resemble in any way the look and/or feel of any of the Sites whether in whole or in part, nor utilize any such means or site to create the impression that such sites are the Sites (or any part of the Sites);

5.2.14 Violate the terms of use and any applicable policies of any search engines or the customer feedback facilities of e-tailers; or

5.2.15 Attempt to communicate to Players whether directly or indirectly on RSP’s Sites to solicit them to move to any online site not owned by RSP or for other purposes without our prior approval including but not limited to via E-Mail, chat boards, or spamming RSP’s tables.

If RSP determines, in its sole discretion, that You have engaged in any of the foregoing activities, RSP may (without limiting any other rights or remedies available to us) withhold any Affiliate Accruals and/or terminate this Agreement immediately on notice.

5.3 APPROVED MARKETING MATERIALS: In providing the marketing activities referred to in Section 3.2, You shall only use the Marketing Materials. You shall not modify the Marketing Materials or RSP Marks in any way without RSP’s prior written consent. You shall only use the Marketing Materials in accordance with the terms of this Agreement, any guidelines RSP provides to You on RSP’s Site or otherwise from time to time and any applicable laws. RSP may charge You for the cost of any CDs and other customized promotional materials provided to You at Your request and such costs may be deducted from Affiliate Accruals. During the term of this Agreement, RSP grants You a terminable, non-exclusive, non-transferable right to use the Marketing Materials for the sole purpose of fulfilling Your obligations under this Agreement.

5.4 COMPETITIVE MARKETING: You shall not market the Site and/or RSP or RSP Services or RSP Marks in any way whatsoever, unless such activities are approved in writing by RSP (i) on any website on which RSP promotes any of the Sites; (ii) on or through any Internet search engine on or through which RSP promotes any of the Sites; and (iii) in any other manner that results in You competing with RSP in relation to the promotion of any of the Sites or (iv) otherwise where RSP requests that You cease the same.

5.5 SUB-AFFILIATES. You may refer other persons to RSP so that they may also apply to join RSP’s Affiliate Network. If any such person successfully joins RSP’s Affiliate Network RSP will pay You in respect of the activities of such Sub-Affiliate in accordance with the Payment Plan, provided that You register them through the “Register Sub-Affiliate” function within the Affiliate Area of the Website. You will only receive credit for sub-affiliates that comply with all applicable terms of this Agreement. Any person registered as an Affiliate cannot subsequently be reclassified as a Sub-Affiliate. You shall not:

 

5.6 COMMERCIAL USE ONLY. This marketing opportunity is for commercial use only. You shall not register as a Player or make deposits to any Player Account (directly or indirectly) through Your Tracker(s) (or any Sub-Affiliate's tracker(s)) for Your own personal use and/or the use of Your relatives, friends, employees, servants, agents or advisors, or otherwise attempt to artificially increase the Affiliate Accruals payable to You or to defraud us. Violation of this provision shall be deemed to be Fraud Traffic.

5.7 PLAYER INFORMATION. RSP reserves the right to refuse service to any potential Player and to close the Player Account of any Player, at any time, in its sole discretion. All data relating to the Players shall, as between You and RSP, remain RSP’s exclusive property and You acquire no right to such information except pursuant to RSP’s express written instructions.

5.8 TRADEMARKS AND DOMAIN NAMES. You acknowledge that RSP owns all Intellectual Property Rights comprised in any and all of the Marketing Materials, RSP Services, the Site and RSP Marks. Any use of any trade mark, domain name or trade name that contains, is confusingly similar to or is comprised of RSP Marks (other than in accordance with the terms of this Agreement) without RSP’s prior written permission shall be unauthorized and further may constitute Fraud Traffic. By way of example, but without limitation, You may not register or use any of the RSP Marks in any part of any domain name. You agree that all use by You of RSP Marks inures to RSP’s sole benefit and that You will not obtain any rights in RSP Marks as a result of such use. You shall not register or attempt to register any trade marks or names that contain, are confusingly similar to or are comprised of RSP Marks, and You hereby agree to transfer any such registration obtained by You to RSP upon demand. You further agree not to attack ownership of and title to RSP Marks in any way.

6. REPORTS & PAYMENTS

6.1 REPORTS: RSP will track and report Player activity for purposes of calculating Your Affiliate Accruals. The form, content and frequency of the reports may vary from time to time in RSP’s sole discretion. Generally, You will receive a monthly report with Your payment indicating the number of new Real Money Players that signed up that month per Tracker and/or the total amount due to You after any deductions or set offs that RSP is entitled to make under this Agreement. In addition, daily reports may be available online for You to view new Real Money Players per Tracker. RSP hereby excludes any and all liability for the accuracy or completeness of any such reports.

6.2 AFFILIATE ACCRUALS: Subject to Section 6.4 below, Affiliate Accruals will be paid to You on a calendar month basis in accordance with the Payment Plan after You have completed the registration process and/or where RSP has activated additional Trackers.

6.3 SUB-AFFILIATE ACCRUALS: Subject to Section 5.6, You will receive, in accordance with the Payment Plan and Section 6.4 below, Your commission on the Affiliate Accruals due and payable to Your Sub-Affiliate(s) for Real Money Players as they refer to RSP Sites.

6.4 MINIMUM PAYMENT AND TIME OF PAYMENT: All Affiliate Accruals generated through Your Payment Plan will be paid into Your Affiliate Cashier Account within fifteen (15) days of the close of each calendar month. RSP may impose reasonable restrictions on the frequency and amounts that can be cashed out of Your Affiliate Cashier Account for administrative convenience and/or to protect the security of Your account. Further, if the amount due is negative in any particular month, then that negative amount will carry over and be deducted against the following month. In the event, the balance carried over does not exceed US $50 within a consecutive three (3) month period, then the amount due will be voided and cancelled, and RSP has the right to terminate the affiliate agreement in this case.

6.5 HOLDOVER FOR FRAUD TRAFFIC: In the event that, in RSP’s sole discretion, RSP suspects any Fraud Traffic, then RSP may delay payment of the Affiliate Accruals to You for up to one hundred and eighty (180) days while RSP investigates and verifies the relevant transactions. RSP is not obligated to pay Affiliate Accruals in respect of Real Money Players who, in RSP’s sole discretion, are not verifiably who they claim to be or are otherwise involved with Fraud Traffic. In the event that RSP determines any activity to constitute Fraud Traffic, or to otherwise be in contravention of this Agreement, then in RSP’s sole discretion RSP may: (i) pay the Affiliate Accruals in full, (ii) recalculate them in light of such suspected Fraud Traffic and/or (iii) forfeit Your future Affiliate Accruals in respect of Fraud Traffic (as appropriate).

6.6 METHOD OF PAYMENT: All payments will be due and payable in United States Dollars or such other currency as RSP will determine. Payment will be made in whatever fashion RSP decides; however, RSP will use reasonable endeavors to accommodate Your preferred payment method. Charges for wires or courier charges for checks will be covered by You and deducted from Your Affiliate Accruals. For the avoidance of doubt, RSP has no liability to pay any currency conversion charges or any charges associated with the transfer of monies to Your Affiliate Cashier Account.

6.7 PLAYER TRACKING: You understand and agree that potential Real Money Players must link through using Your Tracker ID or use Your sign-up bonus code in order for You to receive Affiliate Accruals. In no event is RSP liable for Your failure to use Trackers or for potential Real Money Players failing to properly enter valid sign-up bonus codes. Notwithstanding any other provision herein, RSP may at any time and in RSP’s sole discretion alter RSP’s tracking system and reporting format.

6.8 DISPUTES: If You disagree with the monthly reports or amount payable, You must NOT accept payment for such amount and immediately send RSP written notice of Your dispute. Dispute notices must be received within thirty (30) days of RSP making available Your monthly report or Your right to dispute such report or payment will be deemed waived and You shall have no claims in such regard. Further, deposit of payment check, acceptance of payment transfer or acceptance of other payment from RSP by You will be deemed full and final settlement of Affiliate Accruals due for the month indicated. Notwithstanding the foregoing, if any overpayment is made in the calculation of Your Affiliate Accruals RSP reserves the right to correct such calculation at any time and to reclaim from You any overpayment made by RSP to You.

6.9 MONEY LAUNDERING: You shall comply with all applicable laws and any policy notified by RSP through RSP’s Site or otherwise in relation to money laundering and/or the proceeds of crime.

6.10 PAYMENT PLAN:

6.10.1 Affiliate Accruals: Payments to You are calculated based on Net Generated Revenue (“NGR”) by Real Money Players. The Percentage Payment Plan is based on 2 tiers of performance.

Net Generated Revenue by Real Money Players Payment to You

 

$1-$10,000 20%

$10,001 - $20,000 25%

$20,001 or over 30%

6.10.2 Sub-Affiliate Accruals: Payments to You are calculated based on Net Revenue of Your Sub-Affiliates.

Sub-Affiliate Revenue 5% of Net Revenue generated by your Sub-Affiliates

7. TERM AND TERMINATION

7.1 TERM AND TERMINATION: This Agreement will take effect when You indicate Your acceptance of these terms and conditions on the Affiliate Sign Up Form and continue until terminated in accordance with the terms of this Agreement.

7.2 TERMINATION BY YOU. You may terminate this Agreement, with or without cause, immediately upon written notice to RSP. You can send this written notice via E-Mail, with ‘Terminate RSP Affiliate Agreement’ in the subject line, to Affiliates@RSPPoker.com. For the avoidance of doubt, termination of the Agreement will end Your participation in the entire Affiliate Network. You may not terminate any Site in isolation.

7.3 TERMINATION BY RSP. RSP may terminate this Agreement, without cause at any time, upon written notice to You. RSP may send such written notice via E-Mail to such E-Mail address You provided to RSP or by fax to such fax number You may have provided to RSP. In the event RSP terminates, RSP shall be entitled to automatically render any Trackers inoperative.

7.4 EFFECT OF TERMINATION. The following will apply where RSP terminates:

 

8. INDEPENDENT INVESTIGATION AND RESEARCH: YOU WARRANT THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF MARKETING THE SITE OR SERVICES AND YOU UNDERSTAND THAT GAMBLING LAWS MAY VARY FROM CITY TO CITY, STATE TO STATE AND COUNTRY TO COUNTRY. YOU WARRANT THAT YOU HAVE INDEPENDENTLY EVALUATED THE LAWS THAT APPLY TO YOUR ACTIVITIES AND BELIEVE THAT YOU MAY PARTICIPATE IN RSP”S AFFILIATE NETWORK WITHOUT VIOLATING ANY APPLICABLE RULES OR LAWS.

9. LIMITATIONS OF LIABILITY: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES, SHALL RSP OR ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, PARTNERS, OR LICENSORS, BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE OR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF INCOME, USE, DATA, GOODWILL OR OTHER INTANGIBLES, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), ARISING OUT OF OR IN CONNECTION WITH RESPECT TO THE AFFILIATE NETWORK, RSP SITES, RSP WEBSITE OR ANY CONTENT, PRODUCTS OR SERVICES AVAILABLE THEREIN OR RELATED THERETO OR THAT RSP SITES, THE WEBSITE, SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO RSP BY THIRD PARTIES) WILL BE ERROR-FREE OR UNINTERRUPTED OR WITH RESPECT TO THE QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR SUITABILITY OF ALL OR ANY OF THE FOREGOING, EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT. FURTHERMORE, NEITHER RSP (NOR ANY OF RSP’S PROVIDERS OR UNDERLYING VENDORS) ARE REQUIRED TO MAINTAIN REDUNDANT SYSTEM(S), NETWORK, SOFTWARE OR HARDWARE.

Notwithstanding the foregoing, if RSP or its officers, directors, employees, shareholders, parents, subsidiaries, affiliates, agents, partners or licensors should be found liable for any loss or damage which arises out of or is in any way connected to the Site, the liability of RSP, or its officers, directors, employees, shareholders, parents, subsidiaries, affiliates, agents, partners or licensors shall in no event exceed the revenues generated and payable to You in relation to the Site(s) that the dispute relates to over the previous 12 months at the time that the event giving rise to the liability arose. However, nothing in this Agreement will operate to exclude or limit either party's liability for death or personal injury arising as a result of that party's negligence or for fraud.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

9.1 BILLING AND COLLECTION LIMITATIONS: RSP may, in its sole discretion, use any available means to block, restrict, remove or discount from Your tracker certain Real Money Players, deposits or play patterns or reject the applications of potential Real Money Players and/or Affiliates so as to reduce the number of fraudulent, unprofitable transactions or for any reason. RSP does not guarantee, represent or warrant the consistent application and/or success of any fraud prevention efforts.

9.2. SET OFF: Without prejudice to any other rights or remedies available to RSP under this Agreement or otherwise, RSP shall be entitled to set off any payments otherwise payable by RSP to You hereunder, against any liability of You to RSP, including any claims RSP has against You resulting from or arising from, Your breach of this Agreement.

10. OPERATION OF AFFILIATE ACCRUALS: During the term of Your Agreement, there may be circumstances which require changes to the treatment of Your Affiliate Accruals.

10.1 NON-ASSIGNMENT. Without prejudice to Section 8.6, You acknowledge and agree that Trackers are for Your sole use and You shall not assign or sub-license (as appropriate) the Tracker IDs, Bonus Codes nor any Affiliate Accruals to any third party without RSP’s prior written consent.

10.2 SALE OR TRANSFER OF ACCRUALS: You have the right to sell Your Affiliate Accruals provided that You complete a Sale/Transfer Application Form which will be provided to You upon Your request.

10.3 SUCCESSION: In the event of Your death or permanent incapacity, RSP requires a copy of the death certificate or a registered medical physician's statement and any other documents relating to administration or guardianship of Your estate as proof of Your successor's or guardian's (jointly referred to as “Beneficiaries”) entitlement. In this event, any of Your income rights and/or the value of Your Account may be passed to Your Beneficiaries. Your Beneficiaries must submit a written application supported by the necessary documentation including a death certificate or registered medical physician's statement, for consideration by RSP. Approval of this application shall not be unreasonably withheld. Transfers will only be approved if the Beneficiaries agree to assume Your responsibilities and obligations as outlined in these Terms and Conditions.

11. GOVERNING LAW: This agreement shall be governed by and construed in accordance with the laws of The Netherlands Antilles without giving effect to conflicts of law principles. The parties submit to the exclusive jurisdiction of The Netherlands Antilles for the settlement of any disputes arising out of concerning this agreement. This agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If any part of this agreement is found void and unenforceable, it will not affect the validity of the balance of the agreement, which shall remain valid and enforceable according to its terms.

12. TAXES: You are solely responsible for reporting and paying any taxes as required by the governing law of Your country of residence.

13. MISCELLANEOUS

13.1 NOTICES: All notices pertaining to this Agreement will be given by E-Mail to You at the E-Mail address provided by You on the Affiliate Sign Up Form (or as subsequently updated by You to RSP in the event of change). Any notice sent by E-Mail shall be deemed received on the earlier of an acknowledgement being sent or twenty-four (24) hours from the time of transmission.

13.2 RELATIONSHIP OF PARTIES: There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between You or RSP under this Agreement. Neither party has the authority to bind the other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in this Agreement.

13.3 NON-EXCLUSIVE: You understand that RSP may at any time (directly or indirectly), enter into marketing terms with other Affiliates on the same or different terms as those provided to You in this Agreement and that such Affiliates may be similar, and even competitive, to You. You understand that RSP may re-direct traffic and users from any of the Sites to any other online site that RSP deems appropriate in its sole discretion, without any additional compensation to You.

13.4 CONFIDENTIALITY AND NON DISCLOSURE: As an Affiliate, You may receive confidential information from RSP, including confidential information as to RSP’s marketing plans, marketing concepts, structure and payments. This information is confidential to RSP and constitutes RSP’s proprietary trade secrets. You shall not disclose this information to third parties or use such information other than for the purposes of this Agreement without RSP’s prior written consent, save as expressly required by law (provided that any such disclosure is only to the extent so required).

13.5 PRESS: You may not issue any press release or other communication to the public with respect to this Agreement, RSP Marks or Your participation in this Affiliate Network without RSP’s prior written consent, except as required by law or by any legal or regulatory authority.

13.6 DEFAULT INTEREST: Subject to Section 9.2, if RSP fails to pay You by the due date any amount payable by RSP under this Agreement, You shall be entitled but not obliged to charge RSP interest on the overdue amount, from the due date up to the date of actual payment, at the rate of 6 per cent per annum.

13.7 THIRD PARTY RIGHTS: Except insofar as this Agreement expressly provides that a third party may in their own right enforce a term of this Agreement, a person who is not a party to this Agreement has no right under local law or statute to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party that exists or is available apart from under that local law or statute.

13.8 OTHER: The failure of RSP to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver or relinquishment of such right or provision, or any other right or provision. If any part of the Terms and Conditions is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms and Conditions shall continue in effect.

14. VIOLATIONS: Please report any violations of the Terms and Conditions to Affiliates@redstarpoker.com.

THIS AGREEMENT WAS LAST UPDATED ON May 19, 2020.