Roobet Affiliate Program

This Roobet Affiliate Program agreement, including any appendices (the ‘Terms’ or the “Program”) is the official Affiliate Program for Roobet.com, is made by and between Raw Entertainment B.V, Reg No 157205, having its registered address at Korporaalweg 10, Curaçao, licensed to conduct online gaming operations by the Curacao Gaming Authority under license number OGL/2024/687/0427 issued in accordance with the National Ordinance on Games of Chance (LOK) (together with Roobet Group ‘Roobet’, ‘we’, ‘us’) and any person or entity executing the registration form (the ‘Registration Form’) located at www.roobetaffiliates.com (the ‘Affiliate’ or ‘you’).

By executing the Registration Form, you are deemed to have agreed to be bound by all the terms and conditions set out in this Agreement as may be amended from time to time.

PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT AND OUR PRIVACY POLICY CAREFULLY BEFORE CLICKING TO INDICATE THAT YOU AGREE TO THESE TERMS ON THE REGISTRATION FORM.

By participating in the Program, you hereby accept the Terms of this Program as may be amended from time to time. If you do not agree to such terms and conditions and/or any amendment thereto, please do not participate in, use, or access the Program. Please note that Roobet reserves the right, at its sole discretion, to revise, modify, change or remove portions of this Program at any time. Please periodically check our website to review any changes to the Terms. Your ongoing participation in the Program, after Roobet has published any revised and/or amended form of these Terms, shall constitute your consent to the revised and/or amended Terms. Nevertheless, Roobet will inform you of any changes to the Terms via the email registered to your Affiliate Account.

Roobet reserves the right, in its sole and absolute discretion, to reject the registration of any entity or person to the Program, including in the event that such entity is a person under the age of 18 or otherwise defined as a minor that has not yet reached legal age.

By participating in the Program, you are required to have also read and agreed to our Marketing Guidelines.

1. Definitions

For the purposes of this Agreement:

1.1. ‘Affiliate’: means a business or individual who has applied to and was accepted by us as a member of the Program.

1.2. ‘Affiliate Account’: means the Affiliate account maintained by the Affiliate at www.roobet.com/affiliates.

1.3. ‘Affiliate Assets’: means any property (digital or otherwise) owned and/or operated by an Affiliate with the purpose of advertising and generating referrals for the Roobet Sites in accordance with these Terms.

1.4. ‘Affiliate ID’: means a unique identifier provided to each Affiliate for the tracking requirements of the customer referral activities.

1.5. ‘Approved Marketing Activities’: means any lawful marketing activity conducted in compliance with these Terms, the Advertising Code of Conduct or the Marketing Guidelines, or which has been approved in writing by an authorized Roobet representative.

1.6. “Business Day” means a day when the banks in Curacao are generally open for business.

1.7. ‘Chargeback’: means where a Customer, a credit card issuing bank, or any other third-party payment solution provider effects a reversal of charges in relation to a credit card or purchase transaction.

1.8. ‘Commission’: means the commission earned in connection with the affiliate marketing activities performed in accordance with these Terms, such as Revenue Share or CPA.

1.9. ‘Confidential Information’: means any information of whatever nature, which has been, or may be, provided by Roobet in connection with the Program, whether oral, in writing, or in electronic form, including, without limitation, business or financial data, know-how, processes, reports, customer lists, price lists, Commission payment reports, and any other materials containing, reflecting, or generated from any such information; including but not limited to any other information designated as confidential or proprietary by any authorized Roobet representative.

1.10. ‘CPA’: means cost per acquisition and refers to the one-time fee paid to the Affiliate as compensation for referring a new Customer under the Terms of this Program and the specific CPA conditions agreed in writing for this type of Commission.

1.11. ‘CPL’: means cost per lead and refers to the one-time fee paid to the Affiliate as compensation for referring a new Customer under the Term of this Program and the specific CPL conditions agreed in writing for this type of Commission.

1.12. ‘Costs’: means any third-party costs incurred by Roobet in connection with the operation of the Roobet Sites which are attributable to the activity of any Customer(s), including but not limited to any payment processing charges, license fees, royalties, and other applicable third-party payments.

1.13. ‘Customer’: means a natural person who is at least 18 years old, not defined as a minor and of legal age to use the Roobet Site, that the Affiliate directs to the Roobet Site and who can be linked to the Affiliate via Affiliate ID/Promo Code, who is eligible to open an account with Roobet and: (a) who successfully opens a new account on a Roobet Site in accordance with the applicable terms and conditions; and (b) who has not held a previous account with Roobet.

1.14. ‘Fraudulent Activity’: means a deceptive act or omission which is, in the sole discretion of Roobet, performed in order to secure a real or potential, unfair or unlawful advantage; or any conduct that Roobet, in its sole discretion, determines to be fraudulent, deceptive or dishonest, which shall include, but shall not be limited to, fraudulent transactions, identity theft, Chargebacks, Match Betting/Arbitrage Betting, false, multiple or automated account creation, underage gambling, bonus abuse, circumvention of geolocation restrictions, and any collusion or cheating by an Affiliate or a Customer.

1.15. ‘Fraud Costs’: means any costs, damages or loss arising as a direct or indirect result of Fraudulent Activity.

1.16. ‘Gross Gaming Revenue (GGR)’: means total revenue generated by Roobet as a result of all wagers placed by a referred Customer, less pay-outs. For sports and other types of betting, this is the total revenue from settled bets placed by referred Customers, less pay-outs. GGR does not include revenue generated by Customers trading on Roobet’s prediction market, which is not a betting product.

1.17. ‘Incentivised Traffic’: means traffic or customer activity generated as a by-product of promising some form of compensation or incentive for taking an action on, or in relation to, any the Roobet Site, including but not limited to registering a new account, depositing or wagering.

1.18. ‘Intellectual Property’ means any intangible right, title and interest, including any rights relating to or arising under copyright, trademarks and service marks, business names and domain names, patents, trade secrets, moral rights, rights of publicity, design rights, database rights, authors’ rights, rights in goodwill, and all other proprietary rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, under any application law or jurisdiction.

1.19. ‘Marketing Material’: means banners, URLs, text, graphics and/or other promotional materials made available for marketing purposes through the Program.

1.20. ‘Master Affiliate’: means an affiliate or broker that introduces new Sub-Affiliates to Roobet Affiliates.

1.21. ‘Match Betting/Arbitrage Betting’: means any method of betting or wagering which is intended to give players a guaranteed win with no risk, including but not limited to the use of free bets.

1.22. ‘Net Gaming Revenue (NGR)’: means Gross Gaming Revenue, less Progressive Contributions (progressive games only), less Non-Cash Incentives, less Chargebacks, less balance adjustments, less Costs and Taxes.

1.23. ‘Non-Cash Incentives’: means the value of any funds added to Customers including free credits, bonuses, loyalty points and free spins, or any other direct costs incurred to maintain the loyalty of a Customer (e.g. the cost of a gift to a Customer).

1.24. ‘Program Portal’: means the website used by Roobet to manage the Program, currently located at www.roobet.com/affiliates.

1.25. ‘Progressive Contributions’: means the percentage of revenue generated on any progressive game that is paid by Roobet into a progressive jackpot pool.

1.26. ‘Prohibited Site’: means any website, forum, social media platform or other communications medium, regardless of type, upon which the advertisement of gambling-related activity is unlawful or otherwise prohibited.

1.27. ‘Prohibited Territories’: has the meaning given in clause 10.1 below.

1.28. ‘Promo Code’: means unique text or QR code provided by Roobet that will link a Customer to your Affiliate ID.

1.29. ‘Roobet Group’: means, with respect to a Raw Entertainment B.V,, any other entity, directly or indirectly, through one or more intermediary persons, controlling, controlled by or under common control with such entity.

1.30. ‘Roobet Marks’: means any trademark owned by Roobet, the Roobet Group or its affiliated companies and licensors, including but not limited to: RAW Entertainment, Roobet.com, Roobet Affiliates.

1.31. ‘Roobet Site(s)’: means any Roobet or Roobet Group operated website for the purpose of the Customer and for which Roobet makes Marketing Materials available to Affiliates through the Program for the purpose of performing affiliate marketing services in accordance with the Terms.

1.32. ‘Spam’: means unsolicited e-mail, SMS or other communication sent indiscriminately to one or more mailing lists, individuals, forum or newsgroups.

1.33. ‘Sub-Affiliate’: means a business or individual who is recruited by you to serve as a sub-affiliate either via an affiliate marketing network or by assignment or delegation of your duties or obligations hereunder.

1.34. ‘Taxes’: means any tax, duty, levy or similar mandatory payment (including gaming taxes and value added taxes) levied or charged by any regulatory or tax authorities on the basis of revenue, profits, turnover, deposits or otherwise driven by customer activity or activity volume.

1.35. ‘Unsuitable Site’: means any website, forum, social media platform or other communications medium, regardless of type, which is: aimed at children; intended to appeal to minors; promotes or glorifies violence; promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; promotes illegal activity; violates or enables the violation of Intellectual Property rights; violates the rights of privacy of others; is obscene or contains explicit sexual content; contains or promotes any unlawful behaviour or content; contains or provides links to malicious or harmful software, keyloggers, trojans, viruses or malware; or which Roobet believes, in its sole discretion, may bring the Roobet Group and/or their affiliated companies and brands into disrepute, or which may prejudice the interests of the Roobet Group or their affiliated companies and brands.

2. Joining the Program

2.1. If you are not already registered as a Roobet affiliate partner and wish to participate in the Program, you must first complete and submit the Registration Form on the Program Portal. By submitting an application, you represent and warrant that;

(a) the information provided in your Registration Form including any requested DD/KYC are correct and up-to-date and you will update it as required on an ongoing basis in order to ensure that it remains correct;

(b) you have not already registered as an Affiliate (only one Affiliate Account is permitted per person);

(c) you are at least 18 years of age, legally capable of entering into a binding contract, and you are not aware of any legal, commercial, contractual or other restriction against your participation in the Program in accordance with these Terms; and

(d) in the event that you are registering on behalf of a company, that you have the full right, power and authority to enter into these Terms on behalf of that company.

2.2. Within a reasonable time after we receive your completed application, but not later than fourteen (14) days after receipt, we shall evaluate your application and notify you in writing of our decision to accept or reject it. In the event we have not approved your application within fourteen (14) days after receipt, it shall be deemed rejected. All decisions are final and are within Roobet's absolute and sole discretion.

2.3. Should there, at any time during your participation in the Program, occur any event which may cause any of the above warranties to become false, or which may prevent you from wholly fulfilling your obligations in accordance with these Terms, you hereby undertake that you shall promptly notify your Roobet affiliates account representative of such event, and Roobet shall be entitled to terminate your participation in the Program immediately without the requirement to make any further payments to you.

3. Your Use of Roobet’s Marketing Materials

3.1. In the event that you are accepted as an Affiliate into the Program, Roobet shall, during the course of your participation in the Program and subject to your compliance with these Terms, grant you a non-exclusive, non-transferable, revocable, limited right and license to distribute the Marketing Materials through your Affiliate Assets for the sole purpose of referring Customers to the Roobet Sites in return for Commissions. You may not use or distribute the Marketing Materials for any other purpose unless you have received our express written approval to conduct Approved Marketing Activities. For the avoidance of doubt, any request to conduct Approved Marketing Activities may be approved or rejected in our sole discretion.

3.2. All Marketing Material shall be made available to you through the Program Portal and may be updated by us from time to time. You undertake and agree that you shall only use the current versions of the Marketing Material as it appears on the Program Portal and shall promptly discontinue the use of any Marketing Material which is out of date or no longer available on the Program Portal. It is your responsibility to check the Program Portal for updated Marketing Material on a regular basis.

3.3. You undertake and agree that you will not modify any of the Marketing Material which is made available to you and that you will not, without our specific written approval, market or promote Roobet Brands using any promotional materials not provided or approved in writing by Roobet.

3.4. In the event Roobet designates any Marketing Materials as subject to particular restrictions (for example, campaign start/end dates, demographic limitations, etc.), you undertake and agree that you shall only use the Marketing Materials in accordance with such designated restrictions.

3.5. Your marketing activities shall strictly comply with Roobet’s Marketing Guidelines which can be accessed at https://roobet.com/affiliates/marketing-guidelines and which sets out additional standards, restrictions and guidelines applicable to marketing activities in connection with the Program.

4. Customer Tracking and Reports

4.1. You are responsible for ensuring that all referred Customers are properly tagged with your Affiliate ID. You will not receive credit for Customers who are not properly tagged or who we are unable to otherwise properly validate and associate with your Affiliate ID.

4.2. We shall track all Customer activity to inform the calculation of your Commission. You agree that our statistics and calculations in relation to the tracking of Customer activity and the calculation of your Commission shall be final.

4.3. We will provide you with online access to reports of Customer activity linked to your Affiliate ID through the Program Portal. The form, content and frequency of our reporting may vary from time to time, in our sole discretion.

5. Your Obligations

5.1. As a condition of your participation in the Program, you undertake, warrant and agree that all use of the Marketing Materials howsoever, and all your activities undertaken in connection with the Program shall be lawful and in strict accordance with these Terms and any Special Terms (as defined in clause 12.1) set out in the Program Portal.

5.2. As a condition of your participation in the Program, you further undertake, warrant and agree that you shall not conduct any activities in connection with any Unsuitable Site or any Prohibited Site.

5.3. You agree to use your best efforts to market and promote the Roobet Sites in a manner consistent with good business ethics, best industry practice and at all times in good faith towards Roobet.

5.4. You acknowledge that your promotion of the Roobet Sites has the potential to inflict substantial damage to Roobet, specifically the Roobet Group's reputation and goodwill, and accordingly undertake that you shall, at all times, act in a manner that will not harm the reputation and goodwill of the Roobet Group in any way.

5.5. You shall not: (a) undertake any action which may have a detrimental impact on the ability of Roobet or any member of the Roobet Group to be qualified for or to hold or maintain any license, permit or approval granted, or to be granted, by any competent authority, or (b) undertake any action which could reasonably be construed as bringing Roobet or any member of the Roobet Group into Material Disrepute, where “Material Disrepute” means any condition which could reasonably and objectively be seen to create a material negative perception of the integrity of the Roobet Group or the Program and you accordingly indemnify Roobet as per clause 22.

5.6. We prohibit any Affiliate activity on any Unsuitable Site or otherwise in connection with any content or material which contains: (a) the Intellectual Property of third parties which the Affiliate is not properly licensed to use; (b) information that is unlawful, harmful, threatening, obscene, discriminatory, scandalous, fraudulent or offensive; (c) any information that may subject Roobet to any cause of action, in law, equity or otherwise; or (d) any information which Roobet, in its sole discretion, determines to be objectionable, harmful, in bad taste, or potentially damaging to the interests and goodwill of Roobet or the Program and you accordingly indemnify Roobet as per clause 22.

5.7. Your activities must not involve any marketing or promotional activity which may have the potential to deceive, confuse or mislead users, or which may infringe on any third-party rights, including the rights of privacy, publicity, or any Intellectual Property rights. You shall ensure that the Marketing Materials are displayed only in connection with websites and materials which are lawful, proper, professional and tasteful; and not on any Unsuitable Sites.

5.8. Your Affiliate Assets(s) must not copy the look and feel of the Roobet Sites or have the potential to cause the impression that any sites or landing pages used by you are owned or operated by or affiliated with the Roobet Group or any of their associated brands. You are not entitled to present any Roobet Marks, logos, graphics, marketing materials other than the approved Marketing Materials, or any other Roobet materials on your Affiliate Assets.

5.9. Roobet reserves the right to demand the immediate takedown or modification of any materials that you distribute, or to demand the cessation of any or all marketing activity in connection with the Program or Roobet, at any time and within Roobet’s sole discretion. You agree that we are entitled to review your affiliate marketing activities from time to time and that we may approve/reject marketing methods and Affiliate Assets used by you in our sole discretion without the need to give reasons for any decision. You undertake and agree to provide prompt assistance and full cooperation in connection with any requests made by Roobet in this regard.

5.10. If requested by Roobet, you undertake and agree to provide Roobet with all such information and documentation as we may reasonably require to verify your compliance with these Terms, or which we may require for our regulatory or legal purposes.

5.11. You agree that you shall neither offer nor provide incentives (financial or otherwise) to any potential Customer without the prior written approval of Roobet, excluding the standard promotional tools and offers which Roobet may make available to you from time to time through the Program.

5.12. You will not knowingly benefit from known or suspected activity not performed in good faith (or alternatively, performed in bad faith), whether or not such activity actually causes damage to Roobet.

5.13. You may not be a party (whether directly or indirectly) to any illegal activity or Fraudulent Activity in connection with your participation in the Program or otherwise.

5.14. If you are joining the Program in the capacity of an affiliate marketing network, you represent, warrant and undertake that the terms and conditions of your marketing network are at least as restrictive as those set out herein, and that you shall be responsible for all activity undertaken by your Sub-Affiliates. Roobet reserves the right in its sole discretion to request written documentation of your compliance with this clause, and your failure to promptly provide such documentation upon request shall be deemed a material breach of these Terms.

5.15. You shall inform us of all and any communications (whether written or verbal) with customers of the Roobet Sites within 5 (five) Business Days of the occurrence thereof.

5.16. You acknowledge and agree that in performing your obligations under these Terms, you are strictly prohibited from marketing and promoting the Roobet Sites to residents of the Prohibited Territories, and you shall put in place all possible technical and operational measures to prevent any marketing or promotions relating to the Roobet Sites being sent to residents of the Prohibited Territories.

5.17. You acknowledge and agree that any breach of this clause 5 shall be deemed a material breach of these Terms which may result in your immediate termination from the Program and entitling Roobet to equitable relief in contract, tort or otherwise.

6. No Spam, No Marketing to Self-Excluded Customers.

6.1. You will not send any direct marketing including SMS, email or other communications relating to Roobet or the Program without our prior written consent. In order for Roobet to properly consider whether its consent shall be granted, you shall provide us with:

(a) a written confirmation to verify that:

(i) Marketing Materials are not to be sent to any person who you are aware has a self-exclusion agreement in place with us and/or that resides in a Prohibited Territory; (ii) all proposed direct marketing communications comprising the proposed campaign shall include an option to opt-out of receiving further such communications; and (iii) the proposed recipients of the campaign have respectively provided the necessary consents to receive communications of the type proposed (“opt in”) and have not since opted out; and

(b) unless provided by us within the Marketing Material, an example of the communication that you plan to send out to such recipients.

6.2. If we incur any liabilities, losses or costs in connection with Spam sent by you or by anyone on your behalf, such amounts will be set off against any Commission due to you under these Terms. Should such amounts not be covered by the funds in your account, we reserve the right to offset future Commission payments and/or to pursue other alternative means for obtaining payment from you (at our option and without prior notice to you). Should your Affiliate account not be active, or otherwise not be generating sufficient Commission to offset such amounts within a reasonable period, we reserve the right to demand such amounts directly from you, in which case you shall promptly make payments to us in respect of the same.

7. Legal Compliance

7.1. Roobet is licensed by the Curacao Gaming Authority under license number OGL/2024/687/0427 in accordance with the National Ordinance on Games of Chance (LOK) (a “Regulatory Body”).

7.2. You agree that you shall:

(a) at all times have reasonable consideration for and ensure compliance in all respects with the Regulatory Body’s laws and regulations (as updated from time to time) and, upon request from Roobet, promptly provide written evidence of the same;

(b) establish and maintain all necessary processes and procedures required by the Regulatory Body in order to effectively monitor and ensure compliance with the Regulatory Body’s laws and regulations (as updated from time to time) and, upon request from Roobet, promptly provide written evidence of the same; and

(c) carry out regular reviews of the processes and procedures you deploy in order to monitor compliance with the requirements of the Regulatory Body.

7.3. You acknowledge that, from time to time, Roobet may receive a request for information from the Regulatory Body or any other gambling authority in connection with any activity under these Terms. Upon the receipt of such request, Roobet may notify you and may request that you provide Roobet with any and all such information which Roobet reasonably requires as part of such request. Upon the receipt of such request for information from Roobet, you shall promptly provide the information requested or shall promptly procure such information for Roobet) and/or shall promptly assist to the extent required in order to ascertain such information.

7.4. Your activities shall uphold the highest ethical standards and shall comply with all applicable laws and industry practices applicable to online marketing; online advertising; and the marketing of online gambling sites. In particular:

(a) you undertake to observe all directives, laws and regulations applicable to the use of cookies or the use, processing, storage and transfer of personal data; and

(b) any electronic messages or other communications sent by you, or caused to be sent by you, shall be free of Spam and in full compliance with all regulations related to the sending of commercial electronic messages; and

(c) you shall not actively target potential customers that you are aware are located in the Prohibited Territories, including, but not limited to, sending correspondence, the use of bannering, off-line advertising and direct marketing any traffic or customers emanating from domains or URLs based in any of the Prohibited Territories.

8. Roobet’s Intellectual Property Rights

8.1. Roobet and its licensors retain full and exclusive ownership of the Roobet Sites, Roobet Marks, Marketing Materials, any reports, documentation or materials provided in connection with the Program, and any Intellectual Property rights, associated therewith. No right, title or interest in the foregoing is conveyed hereunder, except for a non-exclusive, revocable, limited licence to distribute the Marketing Materials in accordance with these Terms. Any rights that are not expressly granted herein are reserved by Roobet and its licensors.

8.2. You acknowledge and agree that Roobet's Intellectual Property will at all times remain the property of Roobet and its licensors. You further acknowledge that you have no claim or right of whatever nature in and to the aforesaid Intellectual Property, other than the limited rights conveyed herein.

8.3. You undertake and agree that you shall not assert the invalidity, unenforceability or contest the ownership of any of the Intellectual Property rights of Roobet, the Roobet Group or their respective licensors in any action or proceeding whatsoever and shall not take any action that may prejudice any rights in such Intellectual Property.

8.4. You undertake and agree that you will not register any domain name that includes, incorporates or consists of any Roobet Mark or any domain name that is confusingly similar to the Roobet Marks. You undertake and agree that you shall, upon request by Roobet, promptly transfer ownership of any domain names registered in violation of these Terms to Roobet or any third party designated by Roobet. This obligation shall survive the termination of these Terms.

8.5. You undertake and agree that you shall not purchase, register or make any bid on any keywords, internet search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service, which are identical or similar to the Roobet Marks or otherwise include the word “Roobet”, “Roobet Casino”, “Roobet Sportsbook” or variations thereof, or include metatag keywords that are identical or similar to any of the Roobet Marks, in each case, unless approved by Roobet in writing in advance.

9. Your Warranties

9.1. By participating in the Program, you represent, warrant and undertake that:

(a) you have the power and authority to enter into this Agreement, which constitutes valid and binding obligations on you and us in accordance with these Terms;

(b) you have the ability, experience, expertise and resources to perform all your obligations in accordance with these Terms and you shall perform all such obligations with due care and skill and in accordance with best industry practice;

(c) your activities shall fully comply with these Terms in all respects;

(d) you shall not solicit any potential customers by way of any offers or incentives, except for the current offers made available through the Program or specifically authorised by Roobet in advance;

(e) you shall not undertake any activities in violation of our Intellectual Property rights, including but not limited to: brand bidding, registering or using any domains with confusingly similar names to the Roobet Marks, copying the “look and feel” of Roobet Sites or software, using any Roobet Marks, branding or logos except as expressly permitted by these Terms, or modifying any Marketing Materials we make available on the Program Portal;

(f) you have evaluated the applicable laws relating to your activities and obligations hereunder and you have independently concluded that you can participate in this Program and fulfil your obligations hereunder without violating any applicable law; and

(g) you will not knowingly benefit from known or suspected traffic not generated in good faith, or via Spam, whether or not it actually causes damage to the Roobet Group. This includes but is not limited to you registering customer accounts or playing under your own Affiliate tracking links and or any other Fraudulent Activity.

9.2. Any breach by you of this clause 9 shall be considered a material breach of these Terms.

10. Prohibited Territories

10.1. By entering into these Terms, you undertake that you will not actively target potential customers located in Afghanistan, Albania, Andorra, Aguilla, Antigua and Barbuda, Aruba, Australia, Bahamas, Belgium, Bermuda, Bonaire, British Indian Ocean Territory, British Virgin Islands, Cayman Islands, Christmas Islands, Cocos Islands, Cuba, Curacao, Cyprus, Denmark, El Salvador, Ethiopia, Faroe Islands, France, French Guiana, Gaza Strip, Germany, Gibraltar, Greenland, Guadeloupe, Guam, Guernsey, Haiti, Hungary, Iran, Iraq, Isle of Man, Israel, Jersey, Kosovo, Latvia, Libya, Liechtenstein, Lithuania, Luxembourg, Malta, Martinique, Mayotte, Monaco, Montserrat, Myanmar, Netherlands, Norfolk Island, North Korea, North Macedonia, Northern Mariana Islands, Ontario, Poland, Portugal, Puerto Rico, Réunion, Romania, Saint Helena, Saint Maarten, Saint Pierre and Miquelon, San Marino, Slovakia, South Sudan, Spain, St Maarten, Sweden, Switzerland, Syria, Turks and Caicos, United Kingdom, United States of America and its outlying territories, US Virgin Islands, Vatican City, Venezuela, Wallis and Fortuna, Yemen, Zimbabwe or any other territories that we tell you not to target from time to time (the “Prohibited Territories”), including, but not limited to, sending correspondence, the use of bannering, off-line advertising and direct marketing any traffic or customers emanating from domains or URLs based in any of these Prohibited Territories.

10.2. You understand and agree that you are not entitled to any Commission or fees applicable to any activity related to the Prohibited Territories. You further agree that the list of Prohibited Territories may be updated from time to time, and in the event a territory is added to the list of Prohibited Territories, we shall be entitled to cease paying you any Commissions or fees applicable to customers from such territories.

10.3. You further undertake:

(a) that you will not promote or market the Roobet Sites to Dutch residents, the Netherlands (or its territories) and will not market/promote the Roobet Sites from any Affiliate Assets which: (i) are in the Dutch language and/or; (ii) display banners or other links on any website utilising a local Dutch URL (e.g. .nl); and/or (iii) utilise terms, images or logos, which are closely associated with the Netherlands (for example, but not limited to, clogs, windmills etc); and

(b) not to promote or market the Roobet Sites from any Affiliate Assets which also market/advertise any operator brand, where such operator has been fined by the Kansspelautoriteit, or other official body, (the “Authority”) for breach of its applicable rules and regulations.

10.4. Without derogating from the generality of these Terms including without limitation, clause 22 below, you shall defend, indemnify, and hold Roobet and our directors, officers, employees, and representatives harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney's fees, resulting from, arising out of, or in any way connected with your breach of this clause 10 including, without limitation any fine, sanction or other penalty imposed by any governmental organisation or regulatory body. You further undertake and agree to fully assist Roobet in providing any information requested by, or that Roobet reasonably wishes to furnish to, any governmental organisation or regulatory body in connection with the same.

11. Commission

11.1. You are eligible to earn Commission payments in connection with gambling activity on Roobet Sites by Customers referred by you, as set out in these Terms. For the avoidance of any doubt, this does not include revenue generated by Customers trading on Roobet’s prediction market as this is not gambling. You understand and agree that we may vary Commission rates by notice to you from time to time, in our sole discretion.

11.2. You are only eligible to receive ongoing Commission payments during your participation in the Program, and only during the time you continue to refer Customers in accordance with these Terms. You will no longer receive Commission payments in the event your participation in the Program is terminated for any reason.

11.3. Acceptance of the Commission or acceptance of other payments by Affiliate will be deemed full and final settlement of the Commission due for the calendar month indicated. If you disagree with the calculation or amount payable, you should not accept payment for such amount and immediately send us a written notice of the dispute. Dispute notices must be received by Roobet within thirty (30) days of the end of each calendar month for which payment is made, or Affiliate's right to dispute such report or Commission will be deemed waived and you shall have no claims against us in this regard.

11.4. Unless otherwise agreed, Commission is only paid in respect of Customers who do not already have an Account on the website and have at least 1 (one) successful deposit.

11.5. For terms relating to Commission earned through Sub-Affiliates, see clause 16.

Revenue Share

11.6. If we agree on a Revenue Share Commission, you will get a percentage of the Net Gaming Revenue generated by the Customers referred by you in each calendar month. Our base Revenue Share commission is 10%.

11.7. In the event that we have agreed on a Revenue Share Commission rate that differs from the base Revenue Share Commission rate in clause 11.6:

(a) such rate shall apply only during the period agreed with us in advance. Once the period during which we have agreed you can earn higher or lower Commission ends, future Commission will be calculated at our base Revenue Share Commission rate (unless agreed otherwise with you in writing); and

(b) in the event that your Affiliate Account becomes inactive (meaning that there are no new Customer registrations on your Affiliate Account for whatever reason (including but not limited to termination of campaign by us) for a period of at least 6 months), we reserve the right to reduce your Revenue Share Commission rate in increments of 5% every 3 months, starting with the 7th month of inactivity until your Revenue Share Commission rate reaches 10%.

Cost Per Acquisition (CPA)

11.8. If you are entitled to receive a CPA payment under the terms of a written agreement between you and Roobet, you will receive a one-time CPA payment to be established by Roobet in its sole discretion (the “CPA Payment”) for every Customer you refer who meets the following qualifications:

(a) The Customer meets the territory and age requirements to lawfully register an account on the Roobet Site and participate in online gambling activity;

(b) The Customer successfully completes a first-time registration on the Roobet Site and opens an account subject to the Roobet Site’s terms and conditions; and

(c) The Customer deposits the minimum required amount and (on a case by case basis) meets the minimum wagering activity requirements as agreed in writing.

11.9. Where a Chargeback is received against a Customer, or issuance of a credit to a Customer occurs, that customer will not be eligible for a CPA Payment, and any CPA Payment previously made to you in respect of such Customer will be deducted from any future payments due to you.

Cost Per Lead (CPL)

11.10. If you are entitled to receive a CPL payment under the terms of a written agreement between you and Roobet, you will receive a one-time CPL payment to be established by Roobet in its sole discretion (the “CPL Payment”) for every Customer you refer who meets the following qualifications:

(a) The Customer meets the territory and age requirements to lawfully register an account on the Roobet Site,

(b) The Customer completes a first-time registration and opens an account subject to the Roobet Site’s terms and conditions.

12. Other Commission Terms

12.1. We may conduct special promotions related to certain products, services, games, customer activity, special events, and other matters through the Program Portal from time to time (“Special Promotions”) and in connection with same, establish certain additional terms, Revenue Share rates, CPA Payment rates, CPL Payment rates, other incentives, deposit and wagering requirements, or other additional terms and conditions (“Special Terms”). In the event you wish to participate in one of the Special Promotions, you understand and agree that such participation will be subject to the Special Terms, as applicable.

12.2. All payments due to you are based on our own statistics, records and calculations. All decisions made by us regarding the tracking, calculation or payment of your Commissions or other payments shall be made by us in our absolute and sole discretion in accordance with these Terms.

12.3. We reserve the right to review all activity in connection with your participation in the Program for possible Fraudulent Activity or activity which we believe in our sole discretion to be in bad faith or in violation of these Terms.

12.4. We do not pay Commission for customers who have already registered an account at one of our Roobet Sites as per the definition of Customer. If the customer already exists in our system, or the system of any Roobet Site, you are not eligible to receive any payments for referring the customer.

12.5. We do not pay fees or Commission in connection with Match Betting, Arbitrage Betting or any roulette playing schemes or casino systems where players are advised on how to play to beat the casino.

12.6. Unless you have entered into a separate written agreement with us permitting such Commission, we do not pay for Incentivised Traffic in any form.

12.7. You will not be entitled to any Commission related to any customer activity and/or traffic that we deem, in our sole discretion, to be unlawful, abusive, not generated in good faith, or based on Fraudulent Activity.

12.8. We do not pay for any customer activity related to brand bidding or any activity which we consider to be a breach of our Intellectual Property rights.

12.9. We reserve the right to refuse any potential Customer, to close a customer's account, or to take other action which we may deem necessary in order to preserve the integrity or safety of the Roobet Sites. In the event that we refuse, suspend or close any customer's account for any reason, you will not be entitled to earn Commissions in respect of those customer accounts.

12.10. At any time, the Roobet Affiliates team might ask Affiliates to provide insight into how they have marketed Roobet to their audience in order to generate the Commission. This proof could be in the form of but is not limited to: links to webpages where Roobet was promoted by the Affiliates, screenshots of previously ran campaigns, examples of emails sent to users etc. Failure to prove how you promoted Roobet to generate Commission will lead to us withholding the payment of these Commissions until such evidence is provided to our satisfaction.

13. Payments

13.1. We will finalise the calculation of the Commission earned by you in the previous calendar month by the 10th (tenth) Business Day of the following month.

13.2. We shall not be liable to you in any amount whatsoever for late payments due to technical, third party or any other unforeseen events or events outside of our control.

13.3. Net Gaming Revenue and the Commission will be calculated in US Dollars only. Payments of Commission to you shall be made by way of the method selected by you on registration with the Program or during your participation in one of the available currencies being: US Dollars, EUR or Cryptocurrencies. If the Commission is paid in any other currency than US Dollars, a market exchange rate adjustment will be made.

13.4. Subject to clause 13.5 below, you will only be paid once (a) you have referred at least five (5) new depositing Customers; and (b) you have a balance of a minimum of $100 (one hundred US Dollars) of Commission owing to you (or other currency equivalent) (the “Threshold”). You must continue to reach the Threshold to receive your Commission payment each month. Commission balances under the Threshold will be carried forward to consecutive forthcoming months until the Threshold is reached.

13.5. You will not be able to change your payment details in your account during the 10 (ten) Business Day period prior to the date we make payment to you, and any attempts by you to make such changes during this period will be rejected. To ensure your payments are properly processed, it is your sole responsibility to ensure that the correct payment details are entered prior to the commencement of such period.

13.6. You are responsible for the reporting and payment of any taxes, duties, tariffs or other governmental fees, charges or levies applicable to the Commission. All amounts payable to you are exclusive of all sales, use, value-added, withholding, and other taxes and duties. You undertake and agree to promptly reimburse Roobet for any and all taxes or duties that Roobet may be required to pay in connection with your participation in the Program, except for taxes payable on Roobet’s net income.

13.7. We reserve the right to change the Commission payment schedules and methods of calculation at any time, in our sole discretion. However, the changes will only apply to Customers referred after the publication of the modified methods and not to Customers that you have previously referred.

13.8. Roobet may, at its sole and exclusive discretion, withhold, delay or deny payment of Commission in any of the following events:

(a) Roobet has reason to believe that the Affiliate's activity is not in compliance with any applicable laws or the rules and regulations of the Regulatory Body;

(b) Roobet has reason to believe that the Affiliate's activity is in breach of this Agreement;

(c) the Affiliate has failed to complete any form or provide any document or information required by Roobet or has provided misleading or incorrect documents or information to Roobet;

(d) Roobet has been notified by a third party of the alleged infringement of property or rights (including Intellectual Property rights) by the Affiliate or by the Affiliate's activity; Roobet has reason to suspect that you have been engaging in or condoning Fraudulent Activity or have been referring non-qualified or fraudulent Customers.

13.9. Furthermore, on the occurrence of any of the events listed in clause 13.8, Roobet reserves the right, in addition to any other right or remedy available to it under this Agreement or applicable law, to render the Referral Link assigned to such Affiliate inoperative, to change the Affiliate’s compensation plan (including retroactively with respect to the non-qualified or fraudulent Customers) and/or to immediately block Affiliate's access to Affiliate Program, with no compensation to Affiliate.

14. Negative Carry-Over

14.1. Subject to clause 15, where the total Net Gaming Revenue from your referred customers is negative for a given month, this negative balance will not be carried over to the following month and your Net Gaming Revenue will be reset to zero in the following month, unless otherwise agreed between the parties in writing.

15. High-Roller Policy

15.1. If clause 14 applies to you, you further agree that in any given month, if a referred Customer generates a negative Net Gaming Revenue of $10,000 (ten thousand US Dollars) or more (in which case, the Customer shall be referred to as a “High-Roller”), and your aggregated Net Gaming Revenue in that month (across all referred customers and game types) is negative $10,000 (ten thousand US Dollars) or more, then the negative Net Gaming Revenue generated by the High-Roller will be carried forward and offset against future Net Gaming Revenue generated by that High-Roller until the negative balance (the “High-rolled Balance”) reaches zero provided that:

(a) the High-rolled Balance carried forward will not be set off against other customers’ Net Gaming Revenue, only future Net Gaming Revenue generated by the High-Roller.

(b) the High-rolled Balance carried forward will not be greater than the total aggregate negative Net Gaming Revenue generated by your referred Customers during that month;

(c) if more than one High-Roller is designated during the same calendar month, the aggregate negative balance carried forward will be split proportionally between them;

(d) the High-rolled Balance will not be increased by future negative Net Gaming Revenue unless the High-Roller meets the qualifying criteria to be classified as a “High-Roller” again during the applicable month.

15.2. For the avoidance of doubt, this clause 15 does not apply if we have agreed that all Negative Net Gaming Revenue will be carried over on your Affiliate Account from month to month, not only Net Gaming Revenue in respect of High-Rollers.

16. Sub-Affiliates

16.1. All rights and licenses granted to you hereunder are non-transferable and non-sublicensable, and you may not without our prior written consent, assign or delegate your duties or obligations hereunder to a Sub-Affiliate or appoint a Sub-Affiliate in terms of an affiliate marketing network. Your failure to comply with this clause shall be deemed a material breach of these Terms.

16.2. When you refer new Sub-Affiliates to the Program that have been approved by us, you will be classed as a Master Affiliate. The Master-Affiliate will earn a referral fee equal to 5% (five per cent) of the Commission generated by each Sub-Affiliate successfully referred to us (the “Sub-Affiliate Commission”). Roobet reserves the right to change the Commission rate paid to Master Affiliates without prior notice. In the event that negative carryover is inherited by a Sub-Affiliate (for example, in accordance with our High Roller policy), the Master Affiliate will also inherit the negative carryover until such negative carryover is set off in full.

16.3. If the Sub-Affiliate becomes inactive, the Master-Affiliate will no longer receive Sub-Affiliate Commission from such Sub-Affiliate. Inactive is defined as having sent no new Customer registrations for a period of 6 (six) months. In the event that the Sub-Affiliate subsequently becomes active again, we may (at our sole discretion and without any obligation) resume paying Sub-Affiliate Commission to the Master Affiliate.

16.4. You acknowledge, that each Sub-Affiliate must refer at least 5 (five) New Depositing Customers before any Sub-Affiliate Commission payment can be released to the Master Affiliate.

16.5. Aggregate Commission due to the Master Affiliate must exceed the Threshold Commission before Commission is paid to the Master Affiliate. Balances under the Threshold will be carried forward to consecutive forthcoming months until the Threshold is reached.

17. Ownership of Customer Data

17.1. You acknowledge and agree that all information relating to any referred Customer is the exclusive and sole property of Roobet, which shall be the data controller of such information, and that you shall have no rights therein whatsoever excluding any information that you gather independently, outside of your participation in the Program.

17.2. You acknowledge and agree that any data we collect from you may be transferred to, and stored at, a destination outside the European Economic Area ("EEA"). It may also be processed by staff operating outside the EEA who work for us, the Roobet Group or for one of our suppliers.

18. Restriction on Activities by Related Persons / Entities

18.1. In order to prevent the potential for abuse and Fraudulent Activity, Roobet does not pay Commission for customer referrals in certain circumstances, such as when you have an existing relationship with the referred customer. While decisions shall be taken on a case-by-case basis, we provide for illustration purposes the following non-exhaustive list of scenarios in relation to which Commission shall not be paid:

(a) self-referrals, including activity from yourself, your employees, business partners, or relatives.

(b) creation of multiple user accounts or manipulation of user identity, IP address, or device data.

(c) artificial wagering behaviour or simulated play that does not reflect genuine user activity.

(d) offering incentives (e.g., cashback, raffles, bonuses, or giveaways) without our prior written approval.

(e) distribution of unsolicited marketing messages (spam), including via email, SMS, push notifications, or messaging apps.

(f) brand bidding or the unauthorized use of our name, logos, trademarks, or similar variations in advertising or domain names.

(g) targeting or promoting to users in Prohibited Jurisdictions.

(h) performing any act which is libellous, discriminatory, obscene, unlawful, or otherwise unsuitable, or which contains sexually explicit, pornographic, obscene, or graphically violent materials.

18.2. Any breach of this section may result in:

(a) immediate withholding or cancellation of Commission.

(b) suspension or termination of your Affiliate Account.

(c) forfeiture of any unpaid Commission.

(d) legal action if damages or reputational harm are incurred by us.

19. Account Security

19.1. You are responsible for the security of your Program username and password and may not share your login details with any third party. You shall be solely responsible for all activity under your Affiliate account and associated Affiliate ID.

19.2. We may require you from time to time to positively verify your Affiliate Account details in order to receive continuing Commissions or to prevent Fraudulent Activity in connection with your Affiliate Account. This is to protect both you and us from potentially illegal activity or Fraudulent Activity. This verification process may require the submission of additional personal documentation proving identity, payment and physical address details. You undertake to respond to such requests and provide such documents promptly. You acknowledge that we may withhold Commission until further verification is completed.

20. Confidentiality

20.1. During your participation in the Program, we may share with you certain Confidential Information owned by Roobet or its licensors. You undertake and agree that you will not use the Confidential Information for any purpose other than to discharge your obligations to Roobet in accordance with these Terms, and that you will not publish or disclose the Confidential Information to any third party without our express written permission.

20.2. You undertake and agree to take all reasonable measures to maintain the confidentiality of our Confidential Information, which will in no event be less than all reasonable care.

20.3. We similarly undertake to use all reasonable efforts to ensure the confidentiality of any of your information shared with us and designated as confidential.

21. Money Laundering; Anti-Bribery

21.1. You undertake to act in compliance, and remain fully updated, with all applicable anti-corruption, anti-money laundering and bribery rules, laws and regulations, including those governing the providing of incentives, inducements, kickbacks, gratuities or bribes under which precludes giving, offering or agreeing to give anything of value to government officials or holders of and candidates for public office or political parties, their families and agents, directly or indirectly, in connection with obtaining or maintaining contracts or orders or obtaining other benefits.

21.2. You undertake and agree that your participation in the Program shall not, directly or indirectly, encourage, benefit from, or be party/privy to, any money laundering or related illegal activities. Roobet strictly prohibits, and undertakes efforts to prevent, money-laundering activities and other activities that may facilitate money-laundering or the funding of terrorist or criminal activities in connection with the Program. You hereby agree to provide Roobet or its designated agents with all requested assistance and documentation in connection with such efforts, including but not limited to: (a) for individuals, copies of your current: passport, driving licence, utility bill, bank statement, or other documents; or (b) in the case of a corporation, copies of: the company's certificate of incorporation, constitutional documentation, identity of the directors, officers and beneficial owners of the company. You agree that Roobet may undertake independent identity verification procedures in its sole discretion which may include the procurement of information from public or private sources for identity verification and crime prevention purposes.

21.3. You understand and agree that some jurisdictions in which we operate have strict laws on money laundering that may impose an obligation upon us to report you to the federal or local authorities within such jurisdictions if we know, suspect or have reason to suspect, that any transactions in which you are directly, or indirectly, involved, involve funds, derived from illegal activities, or are intended to conceal funds derived from illegal activities or involve the use of the Program to facilitate criminal activity.

21.4. You understand and agree that, if we have any knowledge, belief or suspicion that any money laundering or illegal activity may have occurred, we may at our absolute discretion: (a) immediately suspend, deregister or terminate your membership of the Program; (b) decline to pay you any further Commission and/or (c) report you to the aforementioned federal or local authorities should we, in our absolute discretion, determine that we are obliged, by law, to do so.

21.5. Roobet is committed, in accordance with its zero-tolerance policy for bribery and corruption (the “Anti Bribery and Corruption Policy”), to ensure that all of its activities and the activities of all of its Affiliates and business partners comply with all applicable laws and regulations and accord to the highest principles of corporate ethics. Accordingly, in performing your activities under these terms, you undertake to comply with all applicable laws related to the fight against bribery and corruption and shall not offer, promise, give, authorize, solicit or accept any undue pecuniary or other advantage related to any prospective Customers, “impressions”, “clicks”, “acquisitions”, “installations”, “views”, “leads”, “registrations”, payments made under these Terms or otherwise. Roobet shall immediately terminate your participation in the Program if it determines, in its sole discretion, that any of your activities do not fully comply with this Anti Bribery and Corruption Policy.

22. Indemnity

22.1. You shall defend, indemnify, and hold Roobet, its group companies and our respective directors, officers, employees, and representatives harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney's fees, resulting from, arising out of, or in any way connected with your performance of your duties and obligations under these Terms.

22.2. In the event we are subject to any third-party claim or investigation as a result of your activities in connection with these Terms, we reserve the right to withhold any Commission, fee or other amount due, as an offset against any cost or liability which may attach as a result of such claim or investigation, in addition to any other remedy available to us.

23. Disclaimer of Warranty

23.1. We make no express or implied warranties or representations with respect to the Program, the Marketing Material, the Program Portal, or any Roobet Site, including, without limitation, any warranties of fitness for a particular purpose, merchantability, legality, non-infringement, or any implied warranties arising out of the course of performance, dealing, or trade usage. In addition, we make no representation that the operation of our site (including any tracking mechanisms) will be uninterrupted or error-free, and we make no guarantees regarding the amount of Commissions which may be generated as a result of your participation in the Program. We will not be liable for the consequences of any such interruptions or errors.

24. Limitation of Liability

24.1. Except in the event of: (a) bodily injury or death caused by Roobet's negligence, or (b) any liability which cannot be excluded as a matter of law, Roobet's total and aggregate liability towards you or any third party, whether in an action based on contract, tort, warranty or any other legal theory, shall not exceed the amount of fees or Commission generated by you during the twelve (12) month period prior to the incident giving rise to liability, and in no event will Roobet be liable towards you or any third party for any special, indirect, incidental, punitive or consequential damages, including but not limited to damages for loss of profits, business, revenue, or economic advantage.

25. Term and Termination

25.1. These Terms will come into effect upon your submission of your Registration Form to the Program and shall continue until your participation in the Program is terminated for any reason.

25.2. Either party may terminate these Terms and your participation in the Program for convenience at any time, effective upon written notice to the other.

25.3. Any notice of termination shall be given in writing by either party to the other. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification and the Terms and your participation in the Program shall accordingly terminate with immediate effect.

25.4. In the event of termination of these Terms for any reason:

(a) all rights and licenses granted to you in these Terms shall immediately terminate;

(b) you must immediately cease all marketing activity, cease the distribution of any Marketing Materials, and disable any links from your Affiliate Assets to any Roobet Site;

(c) you must promptly return to us any Confidential Information and/or customer information, and all copies of same in your possession, custody and control; and

(d) for clarification purposes, termination will not exculpate you from any liability arising from any breach of these Terms, that occurred prior to termination.

25.5. In the event we terminate your participation in the Program as a result of a breach of these terms by you, you shall not be entitled to receive any additional Commissions effective from the date of termination. In the event we terminate your participation in the Program as a result of Fraudulent Activity or activities which we believe to be unlawful or in bad faith, we reserve the right to recover any payments previously made to you and seek the recovery of all costs incurred in the investigation of such activities and the closure of your account, in addition to any other rights and remedies available to us at law.

26. Notices

26.1. Any notice or communication hereunder shall be in writing, sent via e-mail to the party’s designated address. All notices shall be in English, effective upon sending.

(a) The designated e-mail address for Roobet Affiliates is: affiliate@roobet.com.

(b) Your designated e-mail address is the e-mail address provided by you at the time of registration and you are required to keep your contact details up to date at all times. If you change your address, e-mail, phone number, form of payment or any other contact or personal information, such change shall be recorded on your account

27. Sale of Your Business

27.1. If you wish to sell, or otherwise dispose of the shares or assets of your Affiliate business to a third party (or conclude any transaction of a similar nature with a third party that will result in an effective change in control of your business) you shall be required, prior to completing the sale, disposal or transfer, to:

(a) give us no less than 30 (thirty) days prior written notice of such intention, provide such details as we may request (which shall include, but not be limited to, your Affiliate ID and full details of the intended purchaser, including their banking details and, if they are already an affiliate of the Program, their Affiliate ID) and furnish us with an irrevocable consent and authority to pay the your Commissions, after the sale is completed, to the purchaser, in a form acceptable to us in our sole discretion; and

(b) make the deed of sale subject to the suspensive condition that we approve such purchaser as an Affiliate of the Affiliate Program and that such intended purchaser shall, subject to our approval (at our sole discretion) join the Affiliate Program on the Terms set out herein, as may be updated by us from time to time.

27.2. You agree that we shall have sole discretion to approve or reject any proposed assignment, novation or transfer of your rights under these Terms to any prospective purchaser or third party.

27.3. Any approval of your request to novate or transfer your rights to any third party will terminate your enrolment in the Program on the date of transfer.

27.4. If we reject the intended purchaser as an Affiliate of the Program and you nevertheless decide to proceed with the sale/change of control or transaction contemplated above, then we reserve the right to terminate your enrolment in the Program immediately.

28. Relationship of Parties

28.1. You and Roobet are independent contractors, and nothing in these Terms will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

28.2. You shall not make any claims, representations, or warranties in connection with us and you shall have no authority to, and shall not, bind us to any obligations, unless we agree in writing to be so bound.

28.3. You agree that you are not, and shall not be treated as, an employee with respect to applicable law or regulation of any country whatsoever.

29. Non-Solicitation

29.1. During your participation in the Program, and for a period of 1 (one) year after any termination of such participation, you undertake not, either directly or indirectly, to solicit, or attempt to solicit, divert or hire away any person engaged by Roobet or the Roobet Group as an employee, contractor or consultant.

29.2. Should you have any doubt as to whether an individual is engaged by Roobet or Roobet Group, then you must, prior to attempting any solicitation of such individual, make a written inquiry to Roobet in this regard. Your failure to confirm the status of any individual prior to a solicitation shall not relieve you from your duties and obligations under this non-solicitation clause.

29.3. You agree that in the event of a breach of this non-solicitation clause, Roobet shall suffer substantial and irreparable harm which may not be adequately compensated for by the payment of damages. As a result, Roobet shall be entitled to seek injunctive relief in any court of competent jurisdiction to enjoin or prevent such solicitation, and that this will not limit any other causes of action or legal redress that may be available to Roobet.

30. Miscellaneous

30.1. These Terms will be governed by the laws of Curacao without reference to rules governing choice of laws. Any action relating to these Terms must be brought in and you irrevocably consent to the jurisdiction of these courts.

30.2. Except as provided in clause 27 (“Sale of Business”), you may not assign or delegate any right, duty or obligation under these Terms, by operation of law or otherwise, without our prior written consent. Any attempted assign, transfer or novation by you in violation of these Terms is void and shall have no effect. Subject to that restriction, these Terms will be binding and be enforceable against you and us and your and our respective successors and assigns.

30.3. Our failure to enforce your strict performance of any provision of these Terms will not constitute nor be construed as a waiver of our right to subsequently enforce such provision or any other provision of these Terms. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.

30.4. No party to these Terms shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of any force majeure event, such as strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labour conditions, earthquakes or any other cause which is beyond the reasonable control of such party.

30.5. The exercise of one or more of the provisions of these Terms shall not preclude the exercise of any other provision.

30.6. You acknowledge, confirm, and agree that damages may be an inadequate remedy for a breach or a threatened breach of these Terms and, in the event of a breach or threatened breach of any provision of these Terms, the respective rights and obligations of the parties shall be enforceable by specific performance, injunction, or other equitable remedy. Nothing contained in these Terms shall limit or affect any of our rights at law, or otherwise, for a breach or threatened breach of any provision of these Terms.

30.7. Whenever possible, each provision of these Terms shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of these Terms 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 these Terms or any provision hereof.

30.8. Any headings in these Terms are inserted for convenience only and shall not affect their construction.

30.9. These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and nullifies all previous understandings, both oral and written, between the parties in respect of the subject matter hereof and shall supersede all previous agreements between the parties, whether made orally or in writing.

31. Fraud

31.1. Roobet may investigate any Affiliate referred to us, at its sole discretion, if we suspect any suspicious activity on the Affiliate Account. If an Affiliate is found to have engaged in or been involved with Fraud or spam or is found to have breached any of the terms and conditions of the Agreement. Roobet reserves the right to withhold all - Commission payments relating to that Affiliate and suspend, freeze, and confiscate the account if deemed appropriate at their sole discretion.

32. Languages

32.1. Roobet may elect to provide you with these Terms and/or any other documentation, information and communications in various languages. By accepting these Terms (in any language) you acknowledge and confirm that Roobet’s official language is the English language, and in the event of any discrepancy or inconsistency between any documentation, information and communications in any language other than the English language and the same in the English language, the English documentation, information and communications shall exclusively prevail.