Rakeback Partners (RBP) Affiliate Agreement

The following are the terms and conditions of your agreement to become a member of the RBP Affiliate and rakeback skins program.  References to "us", "our", "we" or RBP shall mean Armchair Partners Ltd, Sutherland House, 1759, London Road, Leigh-on-Sea, Essex, SS9 2RZ and references to "you" or "your" shall be a reference to the affiliate which uses and/or becomes involved with the RBP Affiliate and/or rakeback skins program.

By applying to be an affiliate and or setting up a skin, and/or placing a link to any RBP site from your website, you agree to be bound by all the terms and conditions set forth in this agreement. In addition your use of RBP also constitutes your agreement to all such terms as found in the player’s Terms & Conditions, when they sign up using your affiliate site/skin.

RBP reserves the right to change the terms, conditions, and notices under which the Rakebackpartners.com website is offered at any time without notice. These updates will take effect as soon as they are posted here. It is your responsibility to check back regularly for any changes. If any change in the agreement is unacceptable to you, you may terminate this agreement by notifying RBP in writing. Continued participation in this program following our making a change will constitute a binding acceptance on your part of the change.

An affiliate is an individual or entity registering with RBP and then using RBP services in association with the operation of that affiliate's website, business or organization.

A player is an individual who uses a poker room partnered with RBP after being referred by an affiliate.

Net Revenue is the amount of net rake a player generates at a poker room. This is the number that is used to calculate a player’s rakeback and affiliate commissions.

An affiliate’s commission is the amount calculated as net revenue generated by all the affiliate’s players multiplied by the referral percentage minus any RBP deductions (if any).

Rakeback is the amount of revenue due back to the player based on a fixed percentage of his play as defined by a poker room.

Negative referral commission occurs if your players have negative net revenue. All negative referral commission is carried forward on a monthly basis.

Marketing materials are any and all means/media you use to refer a player to a poker room through RBP

In order to participate in the program, you must have registered an account with RBP.

You shall not make any claims, representations, or warranties in connection with RBP and you shall have no authority to, and will not, bind RBP to any obligation without first obtaining written permission from RBP.

RBP grants you the non-exclusive right to direct individuals to the homepage of our site and to use the services located at rakebackpartners.com (or any replacement, updated or modified version of this website created by us from time to time (referred to herein as the RBP website), in accordance with and subject to the terms and conditions of this agreement. You shall have no claims to referral fees or other compensation on business secured or partially secured by or through persons or entities other than you. You also understand that RBP may at any time (directly or indirectly) solicit referrals on terms that may differ from those attained here, or operate or contract with websites that are similar to, or compete with, your website.

You may use Marketing Materials for the sole purpose of marketing to and referring potential players to Rakebackpartners.com. You will only use marketing materials that have been provided by us and/or pre-approved by us (collectively the "Marketing Materials"). You may modify Rakebackpartners marketing materials with accurate, complete and up to date language translations for the benefit of targeting non English speaking markets. You will be solely responsible for the content and manner of your marketing activities which shall be subject to and in accordance with the terms and conditions of this agreement and you may create your own banners that relate to your particular RBP Affiliate website subject to the terms and conditions of this agreement. During the term of this Agreement, we grant you a terminable, non-exclusive, non-transferable right to use our logo, trademark and other copyrighted promotional materials for the sole purpose of marketing to and referring Players to your website in order to direct them to the RBP website. Generally we will provide you, without charge, with the artwork and permitted text to use in promotional materials.

You agree to all of the terms set forth herein and to positively endorse RBP at all times and maintain a site that neither contains, nor links to third party sites which you know, have reason to believe, or cannot objectively be unaware, contain any of the following: child pornography or other illegal sex acts, promotion of violence, promotion of discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, promotion of illegal activities, other content reasonably deemed offensive by RBP or violation of intellectual property rights. You must provide true and complete information to RBP at all times; including but not limited to, your identity, contact information, payment instructions, and any other information that RBP may reasonably request from time to time, at its sole discretion.

You will not actively target your marketing 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.

You will not use Spam, Adware or Spyware in your marketing attempts. This includes but it is not limited to, talking about rakeback using the chat facilities of online poker rooms. You agree not to engage in spam, illegal solicitation, or fraudulent or deceptive solicitation, and the breach of same shall, at RBP's discretion, result in the immediate termination of this agreement, and the forfeiture of any monies owing. You agree not to copy the websites of other affiliates, RBP, or other gaming websites, or similarly set up shadow websites which are reasonably intended to deceive the reader that the website is owned by any party other than you.

Violation of any provision set out above will cause you to forfeit all outstanding monies, including any referral fees and any outstanding prizes. This will extend across all poker rooms and networks covered by RBP as well as all accounts you hold with RBP

You will not knowingly or inadvertently benefit from any known or unknown fraudulent activity. We reserve the right to withhold amounts generated by fraudulent activity, regardless of whether you participated in or knew about the fraudulent activity. In the event that we determine that you have knowingly participated in, or knowingly benefited from, fraudulent activity with the intent to defraud us or our poker room partners, then we may terminate this agreement effective immediately and withdraw any and all monies due to you. Furthermore, if at any time, within our discretion, we deem that your account has inappropriate amounts of fraudulent activity, we may terminate your account with cause. All referred players would in addition be transferred to our own referral account.

Marketing of RBP. You agree we may use and you hereby grant us such rights as we may require from time to time to use your website, images, graphics, text, brands, URL as part of the marketing and advertising of RBP and its products and services. In addition, all affiliates will be required to place the text “Powered by Rakebackpartners.com” with a hyperlink to www.Rakebackpartners.com in reasonably prominent text at the bottom of all rakeback pages.

You will, at your own cost and expense, market to and refer players to your website, and are required to update marketing materials regularly. RBP will continually up-date and change their banners. If as an affiliate, you change or modify the banner link, you may lose the ability to be tracked and receive any revenue due to that link being broken.

You agree that any players referred by you are part of RBP’s proprietary customer list and that you have no ownership rights in such customer list and hereby confirm that you will promptly do such acts and sign such documents as RBP may reasonably require from time to time to confirm that all rights relating to any such customer list vest in and shall be owned by RBP. You agree not to independently contact such referred players and/or compile any lists or databases of any such players without RBP’s prior written approval.

You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for ensuring that materials posted on your site are not libellous or otherwise illegal. RBP disclaims all liability for these matters.

You will indemnify and hold RBP harmless from all claims, damages and expenses (including, but not limited to, attorneys' fees) relating to the development, operation, maintenance and contents of your site and marketing materials, your performance of this agreement, and any other matter connected hereto, to include, but not be limited to, your obligations under this agreement.

You may not create a website through RBP that infringes any third party website, name or trademark. RBP reserves the right, without discussion or explanation, to remove any site that it feels breaches this rule.

Subject to the terms and conditions of this agreement, a payment period is currently one calendar month and all referral commissions will be paid to your chosen payment method by the close of business on the 18th day of the following calendar month.

Deposit of payment or acceptance of payment transfer will be deemed full and final settlement of all fees due for the month indicated unless you sent us a written notice of disagreement with the amount payable within twenty (20) days from the date payment is made. You agree that the failure to timely send such notice irrevocably waives your right to contest any fees due for the relevant time period and any prior time period.

In the event we suspect fraudulent activity, then we may withhold any earnings due to you for up to ninety days pending investigation and verification of the relevant transactions. In the event that we determine the activity to constitute fraudulent activity, or to otherwise be in contravention of this agreement, then in our sole discretion we may recalculate or withhold all commission accordingly.

We will work with any poker room to investigate and determine if activity is fraudulent. If for any reason even without explanation, funds are not paid by the Poker Room in question, then RBP will not be liable to make the payment to you. We also reserve the right to initiate any legal actions as deemed appropriate.

If any operator and/or poker room refuses and/or delays to pay any commission or payments to us then you agree that you will not be paid and/or payment to you will be delayed as we deem appropriate.

Any payments made to you (if any) will be paid subject to the amount of monies (if any) received by RBP and will be paid subject to RBP's deductions and subject to the rules of any relevant poker rooms and/or operators which may include but are not limited to:

• 5.6.1
  all rakeback payments being calculated on net rake;
• 5.6.2
  payer retention bonuses, site give aways, points used for merchandise, contributions to freerolls, store purchases and purchase of chips, transaction charges and/or withdrawal charges being deducted from net rake;
• 5.6.3
  negative rake being carried forward to make up for losses suffered by RBP due to such negative rake;
• 5.6.4
  no cashback being paid at a poker room's casino;
• 5.6.5
  rake being reduced due to a player's casino play against their rake;
• 5.6.6
  rake being reduced for network charges;
• 5.6.7
  rake being reduced to cater for payment charges (e.g. by cheque or bank charges); and/or
• 5.6.8
  some poker rooms not providing any referral fees at all, (including but not limited Hollywood Poker, PokerStars, Everest Poker, Party Poker. These rooms may not provide breakdowns of rake or do not pay adequate margins to allow us to pay referral fees).
• 5.6.9
  The referral rate for Full Tilt players is 3%, this is the maximum rate available. Most other affiliates offer 0% on new Full Tilt players.

Any payments that are made to you by RBP will be made in the currency which RBP deems appropriate unless the currency for payment has been otherwise agreed between RBP and you in writing. Any payments made will be in US Dollars (US$) unless RBP notifies you of its intention to make payments in another currency.

You hereby authorise RBP to withhold any taxes which RBP believes are necessary in relation to any payments which RBP may make to  you. You hereby agree that any payments made to you will be inclusive of any and/or all taxes and duties of whatever nature and howsoever arising. You will be responsible for dealing with your own tax affairs and paying any and all taxes and duties which may be due or owing upon any payments which we may make to you.

You hereby agree that RBP may (at its sole discretion) withhold or set off any monies which are or may be due to you against any monies which RBP believes may be due or owing from you to RBP.;

The term of this agreement will begin when you submit the acceptance page and will be indeterminate unless and until either party notifies the other in writing that it wishes to terminate the agreement. Termination may be accomplished by either you or RBP for any reason or at any time by providing notice to the other party. Termination without cause shall be effective 30 days from reception of notice, and termination with cause shall be effective immediately upon reception of notice. For purposes of notification, delivery via email is considered a written and immediate form of notification.

If termination is by RBP and is without cause (that is to say not for violation of this agreement), referral fees, as subject to modification described above and subject to the terms and conditions of this agreement, will continue to be paid for all players who signed up via you so long as RBP receives the relevant affiliate payments from our poker room partners.

If termination is initiated by you or is by RBP (as a result of a violation of this agreement) you will only be entitled to unpaid referral fees earned by you on or prior to the date of termination. You will not be entitled to any referral fees with respect to play occurring after the termination date;

The following will apply upon the effective date of termination by either party:

• 6.4.1
  If termination is initiated by you or is by RBP as a result of a violation of this agreement or you will not be entitled to unpaid referral fees, if any earned by you on or prior to the date of termination. Nor will you be entitled to referral fees with respect to play occurring after the termination date.
• 6.4.2
  You shall remove all RBP banners/icons from your site and disable the link from your site to any skins upon termination of this agreement for any reason; and
• 6.4.3
  All rights and licenses given to you in this agreement shall immediately terminate upon termination of this agreement for any reason.

Upon termination of this agreement for any reason, RBP may withhold your final payment for a reasonable time to ensure that the correct amount is paid and any fraudulent activity (f any) can be taken in to account.

Upon termination of this agreement for any reason, you will return to RBP any confidential information, and all copies of it in your possession, custody, or control, and will cease all uses of any trade names, trademarks, service brands, logos and other designations of RBP or its partners.

Termination or expiry of this agreement shall not affect any rights and/or remedies which we may have prior to the date of termination or expiry of this agreement.

Both you and RBP are independent contractors and nothing in this agreement will create any partnership, joint venture, franchise, sales representation, or employment relationship between the parties.

You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that contradicts anything in this paragraph and/or this agreement.

You agree that you have complied with all data protection rules and laws (including but not limited to the Data Protection Act 1998 as modified from time to time) and that you have obtained all relevant consents, permissions and approvals including but not limited to those that may be needed in order to transfer and assign all player data to RBP and you confirm and agree that RBP may use such data for its business purposes as it deems necessary or desirable..

In addition to the indemnification clauses set forth hereinabove, you shall defend, indemnify, and hold RBP, its operator(s), directors, officers, employees, software provider, payment processor(s), agents and representatives harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney fees, resulting from, arising out of, or in any way connected with (a) any breach by you of any warranty, representation, or agreement; (b) the performance of your duties and obligations under this agreement; (c) your negligence; or (d) any injury caused directly or indirectly by your negligent or intentional acts or omissions, or the unauthorised  use of our banners and link or this referral program.

TheRBP website may contain links to other Web Sites ("Linked Sites"). The Linked Sites are not under the control of RBP and RBP is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. RBP is not responsible for webcasting or any other form of transmission received from any Linked Site. Rakebackpartners.com is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement or approval by RBP of the site or any association with its operators.

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE RBP WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. RBP AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE RAKEBACKPARTNERS.COM WEBSITE AT ANYTIME. ADVICE RECEIVED VIA THE RAKEBACKPARTNERS.COM WEBSITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION. IT IS YOUR DUTY TO CHECK BACK REGULARLY FOR ANY CHANGES IN THE TERMS AND CONDITIONS. THIS VERSION MODIFIES, REPLACES AND SUPERSEDES ALL PRIOR VERSIONS OF THIS AGREEMENT.

RBP AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES (WHETHER EXPRESS OR IMPLIED) ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND/OR ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE RBP WEBSITE FOR ANY PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND.  RBP DOES NOT WARRANT OR REPRESENT THAT THE RBP WEBSITE WILL BE UNINTERRUPTED OR ERROR OR BUG FREE.

RBP AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED  REPRESENTATIONS WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND/OR NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RBP AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER.

RBP SHALL NOT BE LIABLE FOR AND EXCLUDES ALL OF ITS LIABILITY FOR ALL LOSS AND/OR DAMAGERELATING TO LOSS OF USE, DATA OR PROFITS (WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE RBP WEBSITE, DELAY OR INABILITY TO USE THE RBP WEBSITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE RBP WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF THE RBP WEBSITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF RBP OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF LOSSES OR DAMAGES.

BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE RBP WEBSITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE RAKEBACKPARTNERS.COM WEBSITE.

NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS ANY OF RBP'S LIABILITY FOR ANY MATTERS TO THE EXTENT WHICH THEY CANNOT BE EXCLUDED OR LIMITED UNDER LAW (INCLUDING WITHOUT LMITATION DEATH OR PERSONAL INJUIRY CAUSED BY RBP'S NEGLIGENCE).

Unauthorised use of our trademarks is expressly prohibited. Unauthorised  use of trademarks includes but is not limited to, your use of any trademark, domain name or brand name which contains, is confusingly similar to or is comprised of the RAKEBACKPARTNERS name and brand or any other name or brand owned by us or any of our affiliates or partners without our prior written permission. This also includes Rakeback Partners Affiliated Websites, a full list of which can be found on our site.

Copyright and trademark notices.  All contents of the Rakebackpartners.com website are: copyright RBP and/or its suppliers. All rights reserved.

You also agree that you will not register any brands or names that contain, are confusingly similar to, or are comprised of any of our domain names, and that any such registration obtained by you shall be transferred to us upon demand.

You also agree that you will not register any brands or names that contain, are confusingly similar to, or are comprised of any name/word that may constitute a breach of a third party trademark. The names of actual companies and products mentioned herein may be the trademarks of their respective owners. Any rights not expressly granted herein are reserved.

You may not assign this agreement (and/or any part of it) by operation of law or otherwise, without RBP's prior written consent. Subject to that restriction, this agreement will be binding and enforceable against you and RBP

This is the final agreement between the parties and supersedes any oral or written communications that you may receive. It shall remain in force until modified by RBP. RBP's failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this agreement. NO MODIFICATIONS, ADDITIONS, or DELETIONS OF THIS AGREEMENT BY YOU ARE PERMITTED OR WILL BE RECOGNIZED BY RBP WITHOUT RBP'S PRIOR WRITTEN CONSENT. 

None of our employees, officers or agents may verbally alter, modify or waive any provision of this Agreement.

The rule of construction that ambiguities are to be interpreted against the drafter shall not be applied in the interpretation of this Agreement.

This Agreement is drafted in the English language, and any discrepancies due to language interpretations or translations shall be superseded by the English language meanings.

RBP's rights and remedies shall not be mutually exclusive, i.e. the exercise of one or more of the provisions of this agreement shall not preclude the exercise of any other provision. You acknowledge, confirm and agree that damages may be inadequate for a breach or a threatened breach of this agreement and, in the event of a breach, or threatened breach of any provision of this agreement, the respective rights and responsibilities of the parties may be enforceable by specific performance, injunction or other equitable remedy.

Nothing contained in this agreement shall limit or affect any of our rights at law, or otherwise, for a breach or threatened breach of any provision of this agreement, it being the intent of this provision to make clear that our respective rights and obligations shall be enforceable in equity as well as at law or otherwise.

Whenever possible, each provision of this agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity or unenforceability, without invalidating the remainder of this agreement or any other provision.

No waiver will be implied from conduct or failure to enforce any rights and any waiver must be in writing to be effective.

This Agreement shall be governed by and construed in accordance with the laws of England as are in force from time to time including, without limitation, the Electronic Communications Act, 2000 (C.7).

By accepting this Agreement, you and we agree to submit to the exclusive jurisdiction of the English Courts in relation to all matters relating to this agreement subject to clause 16.3.

Nothing in this agreement  shall prevent us from applying to the courts of any jurisdiction or taking action in any such courts for such provisional or protective measures as are available under the laws of that jurisdiction.

You understand that gambling laws may vary from city to city, state to state and country to country.

YOU HAVE INDEPENDENTLY EVALUATED THE LAWS IN YOUR LOCALE WHICH APPLY TO YOUR ACTIVITIES AND REPRESENT TO RBP THAT YOU MAY PARTICIPATE IN ITS AFFILIATE PROGRAM WITHOUT VIOLATING ANY APPLICABLE RULES OR LAWS.

By submitting your request to become an affiliate, you acknowledge that you have read this agreement and have independently evaluated the desirability of participating in this program and are not relying on any representation, guarantee, or statement other that what is set forth in this agreement.

YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE LIABILITY LIMITATIONS AND DISCLAIMERS IN CAPITALIZED LETTERS ABOVE.