Terms and Conditions
The Stars Affiliate Club Program Terms and Conditions set out below this notice (the "Terms") represent the legally binding contract that will govern the affiliate relationship between you and TSG Platforms (Ireland) Limited once we have approved your application to be a member of the Stars Affiliate Club Program. You should read these Terms carefully, taking particular care to ensure that you are capable of complying with all undertakings and obligations before applying to join the Stars Affiliate Club Program and ensuring that you understand them and have the ability to fulfil them all without exception. If you do not understand any part of them you should contact our affiliate relations team via the Stars Affiliate Club Program Site. If you do not agree with any part of these Terms, then you should not apply to join the Stars Affiliate Club Program.
Once we have accepted your application to join the Stars Affiliate Club Program you should print and save a copy of these Terms for your future reference as well as our email confirming our acceptance of your application, your player referral tracker and marketing codes, and your selected commission payment option of revenue share commission or payment-per-referred player.
PokerStars, PokerStars Sports, PokerStars Casino, PokerStars Vegas, Full Tilt, Sky Bet, and FOX Bet are brands which are (with effect from May 5th 2020) part of the Flutter Group, "Flutter Group" meaning that group of companies that are controlled, directly or indirectly, by Flutter PLC and which operate the Flutter Group's various businesses from time-to-time such as Paddy Power, Betfair, Sportsbet, FanDuel, TVG, Adjarabet and Sky Betting and Gaming as well as the "PokerStars" and "Full Tilt" brands.
Stars Affiliate Club: Legally Binding Terms and Conditions
Who is Who in these Terms?
The following Terms and Conditions represent the legally binding agreement which will govern your participation in our Stars Affiliate Club Program. We refer to these Terms and Conditions as the "Terms". References to "we" or "us" or "our" or "TSG" are references to TSG Platforms (Ireland) Ltd, a company incorporated under the laws of the Republic of Ireland and whose details are set out in the Terms, but also includes references to any other of our group companies who from time-to-time may be involved in the operation of our "PokerStars", "PokerStars Sports", "PokerStars Casino", "Sky Bet" and "Full Tilt" websites or brands. References to "you" or "your" are references to you, the person who applies to join the Stars Affiliate Club Program and who agrees to these Terms.
How do I indicate my agreement to these Terms?
By ticking the "Accept" box during the registration process you are agreeing to these Terms and subject always to our acceptance of your Application Form - entering into a legally binding agreement with us on these Terms. You should note that these Terms apply to you not just in the current form as set out below but as we may change them from time to time in accordance with our rights to change the Terms as set out in the Terms. You will be bound by and subject to any such changes.
Main Terms at a Glance: where do I find the relevant terms of my contract with you?
You should take care to read and understand all of the Terms because all of the Terms apply to your membership of the Stars Affiliate Club Program. The table below, however, sets out a short guide to where many of the main terms can be found:
Can these Terms be changed?
Yes - we reserve the right to change any provision of these Terms at any time at our sole discretion and acting unilaterally without reference to you or your consent and without incurring any liability to you. Except in the case of emergencies, such as cheating, fraud, piracy, mistakes in these Terms or other events of an urgent nature, or beyond our control, we will use our reasonable endeavours to provide you with an email notifying you of the changes at least fourteen (14) days prior to the date on which we intend them to take effect, but where we do not do so any such changes will take effect upon the posting of the amended Terms. You should monitor these Terms frequently to ensure that you are aware of and agree to the latest version. You will be bound by all such changes and if you do not agree to be bound you should terminate your membership of the Stars Affiliate Club Program in accordance with your right to do so as set out in Clause 8 of these terms. This termination right is your only remedy in relation to any changes made by us to these terms.
1. Definitions used in these Terms
1.1 When used in these Terms each of the following words or phrases shall have the meanings set out below. Capitalised words and phrases that are not defined below (especially those relating to the calculation and payment of Commission) are defined in Clause 4 (Your Commission) below:
1.2 The headings of the individual clauses of these Terms are solely for the sake of convenience and will not be taken into account in the interpretation of these Terms.
1.3 Where the context requires, words in the singular shall include the plural and vice versa.
1.4 A phrase introduced by the term "including", "includes", "such as", "for example" or "in particular" means including without limitation and shall not limit the sense of the words preceding that term.
1.5 A reference to any statute, statutory provision or statutory instrument includes a reference to that statute, statutory provision or statutory instrument together with all rules and regulations made under them and as from time to time amended, consolidated or re-enacted.
2. How to join the Stars Affiliate Club Program
2.1 What you must do to join.
In order to join the Stars Affiliate Club Program you must complete and send to us the Application Form which is available at http://www.starsaffiliateclub.com. You should take care to include in the Application Form all the information requested by the form. Failure to do so may result in a delay in considering your application or the rejection of your application.
2.2 Our right to accept/reject your application.
We will review the Application Form that you send to us. We will then, in our sole discretion, either: (i) accept your application; (ii) reject your application; or (iii) request further information from you, reserving the right to accept or reject your application at a future date. Please note that our acceptance or rejection of your application is entirely at our discretion and we have no obligation to accept any application nor shall we have any liability to you or to anyone else in relation to any applications that we choose to reject. If you wish to receive CPA Commission, we will agree this with you prior to our acceptance of your Application Form and include it in the acceptance confirmation that we send to you.
2.3 Examples of unacceptable affiliate activities.
You should note that the reasons why we may reject your application (or terminate your membership of the Stars Affiliate Club Program subsequently) could vary and may include, without limitation, circumstances where: (a) you promote any prohibited content or illegal sites; (b) we are advised by a regulatory authority to cease our relationship with you; (c) we take the view that any of the content included on any of Your Site(s), the activities or practices undertaken by you or on your behalf and/or the nature of any third party site through which you advertise any content on Your Site is unacceptable to us (including where we consider that it falls short of our requirements in relation to advertising and promotion or any other aspect of socially responsible gambling); (d) where you fail to obtain or provide to us on our request any applicable licence as may be required by a relevant authority, in order to promote a particular site or content offered by such site in a given jurisdiction; or (e) in the absence of any necessary authorisation, licence or permit, promote a site or display content from such site in any applicable jurisdiction where such a site is not permitted to distribute, market or advertise its products and services. The following are non-exhaustive examples of content that we consider to be unacceptable: (i) content that is obscene or indecent, including for these purposes sites that contain or display both so-called "hard' and "soft' adult content; (ii) content that is discriminatory in any way, including on the basis of gender, race, religion, disability or sexual orientation; (iii) content that is hostile or offensive, including so-called "hate speech' and threats or incitements to violence; (iv) content that fails to respect the legal rights of others (including infringement of the Intellectual Property Rights of others, such as file-sharing, torrent or pirate sites or other forms of intellectual property piracy) or which is defamatory of others; (v) content promoting illegal or unlicensed gambling sites to a regulated jurisdiction; (vi) content that is aimed at, targets or is likely to appeal to persons aged under 18, feature any persons who are or who appear to be aged under 25, or promote irresponsible, compulsive or addictive forms or modes of gambling; or (vii) any advertisement, promotion, instruction, exhortation, encouragement or incentivisation of any Qualified Player either to deposit or stake a specific amount of money or to gamble for a specific period of time (and such practice shall also amount to fraudulent activity on your part for the purposes of Clause 4.9 of these Terms).
3. Successful applications: your engagement as a Stars Affiliate Club member
3.1 Confirmation of your membership of the Stars Affiliate Club Program. Where we accept your application to join the Stars Affiliate Club Program the following shall apply:
3.2 Your rights and obligations as a member of the Stars Affiliate Club Program. Your right to take part in the Stars Affiliate Club Program by marketing and promoting Our Sites as described in Clause 3.1 above is at all times subject to the following obligations, limitations and restrictions, which you agree to perform and observe. Your breach or failure to perform or observe any of them will entitle us to terminate your membership of the Stars Affiliate Club Program immediately on written notice to you and without any liability to you or, in our sole discretion, we may require you to remedy your breach or failure pending which we may suspend your rights under these Terms and withhold indefinitely any Commission due to you:
A breach by you of any of these provisions will constitute a breach of these Terms and we will have the right in our entire discretion to: (a) suspend these Terms until such time as you have remedied your non-compliance at our direction and to our reasonable satisfaction (and where you fail to do so, we may terminate these Terms); or (b) terminate these Terms immediately; and (c) in any case, withhold from you any Commission accrued to or for your benefit either: (a) temporarily, pending and subject to your remedying your non-compliance to our reasonable satisfaction at our direction, whereupon you will be entitled to such accrued Commission; or (b) permanently, where either you fail to remedy your non-compliance to our reasonable satisfaction at our direction or where we have terminated these Terms immediately.
3.3 Anti Bribery, money laundering, counter terrorism financing and due diligence.
3.4 Marketing and promotion.
(a) the UK Code of Non-broadcast Advertising, Sales Promotion and Direct Marketing (CAP Code) at: http://www.cap.org.uk/Advertising-Codes/Non-Broadcast.aspx and in particular (but without limitation) Section 16 concerned with gambling, and for these purposes, the term 'advertising' shall have the meaning attributed to it by Section 327 of the British Gambling Act 2005;
(b) all applicable guidance published by the Committee of Advertising Practice (CAP) and/or the Advertising Standards Authority on the website accessible at https://www.asa.org.uk/ as well as all industry codes of self-regulation, such as the IGRG code accessible at http://igrg.org.uk/wp/home/,from time to time in relation to the advertising and marketing of gambling;
(c) the Gambling Commission of Great Britain's Licence Conditions and Codes of Practice (LCCP) and particularly the requirements of: (aa) Section 16 of Part 1 (Responsible placement of digital adverts) ensuring advertisements are not placed on websites which provide unauthorised access to copyrighted content; and (bb) Section 5 of Part 2 (Marketing) of the LCCP from time to time;
(d) the licensing conditions set out in Section 1 of the UK Gambling Act 2005, being the prevention of gambling from being a source of crime or disorder, being associated with crime or disorder or being used to support crime, ensuring that gambling is conducted in a fair and open way, and protecting children and other vulnerable persons from being harmed or exploited by gambling; and
(e) all applicable laws and regulations related to gambling.
In complying with the above, you agree that your advertising will not target or be likely to appeal to persons aged under 18, feature any persons who are or who appear to be aged under 25, or promote irresponsible, compulsive or addictive forms or modes of gambling and will at all times, if applicable, feature an ''18+" logo and a link to such appropriate problem gambling care organisation (such as www.begambleaware.org) as we may require. For the avoidance of doubt, we shall have the right to terminate these Terms on written notice and without any liability to you if, in our reasonable opinion, you are breach of the obligations set out in this Clause.
3.5 Affiliate Networks and Sub-Affiliates
4. Your Commission
4.1 In this Clause 4, the following defined words and phrases shall have the meanings set out below:
4.2 Right to Commission. Subject to your compliance with these Terms and in particular to Clause 4.3 below, we will pay you a commission which shall consist of one or more of the following: (i) CPA Commission; (ii) Revenue Share Commission; and/or (iii) such other agreed form of commission (which may, at our discretion, include a fixed payment, a hybrid amount, tenancy charge, Cost Per Thousand (CPM), Cost Per Click (CPC), Cost Per Lead (CPL), and Cost Per Install (CPI)), in each case as we confirm to you when we confirm our acceptance of your Application Form to join the Stars Affiliate Club Program (the "Commission"). You agree that:
Please note the provisions of Clause 10.9 below which makes clear that your right to receive Commission ceases when these Terms are suspended, terminated or otherwise come to an end.
Without limiting our other rights and remedies, you will not be entitled to receive any Commission where we have reasonable grounds to believe that the relevant services, activities or marketing which would have otherwise resulted in such Commission being payable were carried out in a manner which was not in accordance with legal or regulatory requirements or these Terms.
4.3 IMPORTANT: Duration of your right to be paid Commission.
4.4 Existing Users. You will not be entitled to receive any Commission for a new User Account opened through a personal computer or mobile device (including, without limitation, a desktop computer, portable computer, cellular phone, PDA, tablet, or any other type of cellular device now existing or devised in future) (each, a "Device"), if an User Account has previously been opened through use of that Device (unless such new User Account was on a PS Site and the existing User Account was on a FT Site, or vice versa) regardless of whether you are entitled to receive Commission for the User Account opened previously using that Device.
4.5 Professional Players. In the event that any one (1) or more Qualified Players are selected to become a member of "Team PokerStars: Pro" "Team PokerStars: Online" or "Full Tilt Poker Professionals", you acknowledge and agree that with effect from the first day of the calendar month falling immediately after the date of such selection, the relevant Qualified Player(s) shall cease to be tracked by us as having been referred by you and you will no longer be entitled to receive any Commission in respect of such Qualified Player.
4.6 Non-qualifying players. You acknowledge and agree that:
(i) any family members of yours and other members of the same household as you; and/or
(ii) employees of and consultants contracted on a permanent basis to you; and
4.7 Casino Commission. For the avoidance of doubt, for the purposes of calculating any Revenue Share Commission, the FT Gross Revenue will only include FT Gross Casino Revenue generated by players who became Qualified FT Players on or after the date on which casino games were made available on the Casino Sites for real-money play by the public in the jurisdiction where that player is physically present. For the avoidance of doubt you should note that no Commission is payable on any PokerStars casino sites or domains.
4.8 Calculation and payment of Commission. The Commission will be calculated and paid as follows:
4.9 Fraud. We retain the right to review all Commissions for possible fraud on your part or on the part of any Qualified Player. In the event that we reasonably consider that fraud has occurred in relation to the generation of any Commission, we shall be entitled to withhold such Commission or set-off an appropriate amount from future payments of Commission. For the purpose of these Terms the term "fraud" shall include, but shall not be limited to, actual or attempted: (i) chargeback by a Qualified Player in relation to their initial deposit; (ii) collusion on the part of a Qualified Player with any other player on Our Sites; (iii) you or any third party offering or providing any unauthorized incentive (financial or otherwise) to potential Qualified Players (including, without limitation, the sharing by you of any Commission earned by you through your promotion of Home Games); or (iv) the creation by Qualified Players of multiple user accounts in order to abuse promotions or bonuses on offer to players; or (v) the advertising, promoting, instructing, exhorting, encouraging or incentivising of any Qualified Player either to deposit or stake a specific amount of money or to gamble for a specific period of time (and in particular where the amount in question corresponds to a trigger or threshold level at which you would be entitled to receive Commission or other remuneration or entitlement hereunder).
4.10 Referral of Affiliates. From time to time, we may agree to pay you additional sums ("Referral Fees") if you refer another affiliate (each a "Referred Affiliate") to the Stars Affiliate Club Program. If we, in our sole discretion, agree to do so, a Referral Fee shall only be payable by us to you: (a) if you notify us in advance of the identity of the Referred Affiliate, (b) the Referred Affiliate is referred via the Tracker; and (c) the Referred Affiliate completes and sends and Application Form and has their application accepted by us. Unless agreed otherwise, the amount of the Referral Fee payable to you shall be a per centage of the base amount (being revenues less expenses) on which the Revenue Share Commission (as such defined term applies to the Referred Affiliate under the Terms and Conditions as apply to such Referred Affiliate) payable to the Referral Affiliate is calculated (the "Referred Affiliate Player Revenues"). Unless agreed otherwise, the Referral Fee payable to you shall be 2.5% of the Referred Affiliate Player Revenues in each calendar month. All Referral Fees shall be paid at the same time and by the same method as the payment of your Commission. If at any time the Referred Affiliate ceases to be a member of the Stars Affiliate Club Program (for whatever reason), we shall no longer be liable to you for any Referral Fees in respect of the Referred Affiliate. If the Referred Affiliate breaches these Terms in any way at any time, we may withhold the payment of the Referral Fee to you at our sole discretion.
5. Your Representations and Warranties
5.1 You represent, warrant and undertake to us and to the other entities comprising our Group as follows:
6. Home Games
6.1 Home Games enable players to invite friends and close community members to play poker and other games regardless of where they are in the world. Players can choose to compete in ring games and tournaments using Home Games, across a huge variety of poker variants allowing that player to experience the convenience, competition and fun in playing online games with people they know. Any use by you of Home Games should contribute to and be consistent with this philosophy of Home Games. Player data, rankings, club statistics and many other game results ("Data Tools") are provided via Home Games, all with the sole aim of furthering the user's social and competitive experience amongst friends or close community members. None of the Data Tools nor any information derived from such Data Tools may be used or provided to any Club Manager, Club Member or other third party for any financial benefit. We reserve the right, if we find or suspect any abuse of the philosophy of Home Games or that any Data Tool, or information derived from any Data Tool, is being used by you or has been used by you for any financial benefit, to suspend your use of Home Games and/or to close the related Club at any time, in our sole discretion.
6.2 You are hereby granted the limited, non-exclusive, non-transferable right to market and promote Home Games by placing the Marketing Codes and/or Links on Your Site(s) as part of the licence granted pursuant to Clause 3.1 above. Your right to use Home Games as granted by this Clause 6 is however revocable by us at any time at our sole discretion and subject to any further conditions and/or limitations that we may from time to time stipulate at our sole discretion, such as, but not limited to, a limitation on the number or percentage of Members linked to you via a Tracker in any Club.
6.3 You are permitted to invite the users of Your Site(s), including via email communication, to become a Club Manager and to include in such invitation your Marketing Code and/or Link HOWEVER it is strictly prohibited for any third party, including, without limitation, users of Your Site(s) and any Club Manager or any Club Member, to invite potential Members to a Club by use of the Link and/or the Marketing Code supplied to you under these Terms.
6.4 You are strictly prohibited from including any Marketing Code and/or Link supplied to you hereunder, or any inducement whatsoever, in any invitation sent by you to any third party, including, without limitation, users of Your Site(s), to become a Club Member of a Club established by you.
6.5 You are prohibited from requesting any third party including, without limitation, users of Your Site(s), to invite potential Members to a Club by use of the Link and/or the Marketing Code supplied to you under these Terms.
6.6 You are prohibited from offering or providing (or procuring that any third party offers or provides) any incentive in any form whatsoever (explicit or implicit, financial or otherwise) via email, website publication or via any other media (online or offline) to any third party through your use of Home Games including the sharing by you of any Commission earned by you through your use of Home Games.
6.7 You are prohibited from using Home Games in any way which is an abuse of the product (including using it in order to increase Commission otherwise payable to you).
6.8 In the event that you are found to have breached this Clause 6 or to be taking any action in order to circumvent the prohibitions contained herein, we may the right to take any action we deem fit including, the closing of any relevant Club and/or the termination of these Terms, at our sole discretion.
7. Intellectual Property Rights
7.1 We will make available to you from time-to-time certain of our Trade Marks and Images (the selection being as determined by us in our absolute discretion). We hereby grant you a limited, non-exclusive, non-transferable and revocable licence to use: (i) such Trade Marks solely in connection with the placing of the Link(s) and Marketing Codes on Your Site(s); and (ii) such Images on Your Site(s) for the purpose of promoting Our Sites. We reserve the right from time-to-time to subject your usage of any Image or Trade Mark pursuant to the foregoing licence to such territorial or geographical limitations as we may in our absolute discretion determine on written notice to you. You are not authorised to modify or amend any of these Licensed Materials but you may re-size the Licensed Materials if you maintain the original ratios. This licence may not be sub-licensed, assigned or otherwise transferred by you in any manner.
7.2 In relation to the Licensed Materials, you are not authorised to do the following without first obtaining our permission in writing:
7.3 In respect of any matter to which Clause 7.2 above applies, you will inform us:
In all cases you will be required and you hereby agree to transfer the domain name, search term, sub-domain name or Trade Mark (as the case may be) or the benefit of any application for them, free of charge, to any company we nominate. Until the relevant domain name, search term, sub-domain name or Trade Mark or application for the same is transferred to our nominated company, you will hold that asset for and on behalf of us (or any nominated company in our sole discretion) wholly and exclusively and you will not allow the relevant registration (or application) to lapse but will instead maintain it in accordance with our directions. YOUR OBLIGATION TO TRANSFER INTELLECTUAL PROPERTY RIGHTS REGISTERED OR APPLIED TO BE REGISTERED AS ENVISAGED IN CLAUSE 7.3 EXTENDS TO INTELLECTUAL PROPERTY RIGHTS REGISTERED OR APPLIED TO BE REGISTERED PRIOR TO THE DATE UPON WHICH THESE TERMS TAKE LEGAL EFFECT BETWEEN US. We may, at our sole discretion, withhold all Commission payments that may be due to you until the relevant intellectual property is vested in our nominated company to our satisfaction.
7.4 You hereby acknowledge that all information relating to all of the Qualified Players (including all personal data, as that term is defined in Article 4 of the GDPR) is our exclusive and sole property to the extent permitted by law and that you have and shall have no rights therein whatsoever.
7.5 We and each and every one of our Group entities reserve all of our Intellectual Property Rights in the Licensed Materials and Trade Secrets. You will not assert the invalidity, unenforceability or contest the ownership of the Licensed Materials or Trade Secrets in any action or proceeding whatsoever and shall not take any action that may prejudice any Group entity's rights in the Licensed Materials or in the Trade Secrets.
7.6 Nothing herein shall be considered or understood to be a transfer by us or any Group entity of ours to you of any rights whatsoever in the Licensed Materials or Trade Secrets or any other of our or their Intellectual Property Rights whatsoever. All goodwill in the Licensed Materials generated as a result of your use of the Licensed Materials (and in particular the Trade Marks) under these Terms shall belong to us and you agree to execute any document necessary to transfer such goodwill to us.
8. Status and Taxes
8.1 The relationship between you and TSG will be that of independent contractor and nothing in these Terms shall render you an employee, agent or partner of TSG or any Associate or be deemed to create any such relationship between you and TSG. Furthermore, you shall not hold yourself out as having any such relationship with TSG.
8.2 You shall be solely responsible for the payment of any income or similar taxes or related payments imposed or levied by any applicable jurisdiction or any governmental authority therein or thereof on any amounts paid by TSG to you under these Terms, including the applicable Commission and you shall indemnify TSG and shall keep TSG fully and effectually indemnified from and against any liability or expense in connection with such taxes or other payments (save to the extent such recovery is prohibited by law).
8.3 All amounts paid or payable to you under these Terms is exclusive of Value Added Tax. Unless TSG notifies you otherwise, you shall be responsible for submitting to the relevant tax authority any tax (including Value Added Tax) payable in respect of any fees you have received pursuant to these Terms.
8.4 For the avoidance of doubt, these Terms shall not, in any way, be construed so as to create a partnership or any kind of joint undertaking or venture between the parties hereto.
8.5 You acknowledge that you will solely be responsible for (a) determining whether or not you should be registered for Value Added Tax and issuing appropriate Value Added tax invoices accordingly; and (b) the payment of all income taxes, and TSG reserves the right to deduct any withholding tax on payments made to you as required by law, provided that TSG provides you with official confirmation from the relevant tax authorities.
9. Data Protection and Privacy
9.1 To the extent that we share any TSG Personal Data with you, the terms of this clause shall apply to your processing of such data.
9.2 You hereby undertake that you will:
10. Term and Termination
10.1 These Terms shall commence and come into effect from the date of your submission of your Application Form and, subject always to our acceptance of your Application Form and confirmation of your membership of the Stars Affiliate Club Program shall continue in full force until they are terminated in accordance with the provisions for termination set out in these Terms.
10.2 You may terminate these Terms at any time, with or without cause subject to providing us with prior written notice. We may terminate these Terms at any time, with or without cause, subject to providing you with no fewer than seven (7) days' prior written notice (except where you are entering into these Terms to join the Stars Affiliate Club Programme in Italy, where we may only terminate these Terms in accordance with the remainder of this Clause 10).
10.3 In the event of the occurrence of any of the following:
we will have the right in our entire discretion to: (a) suspend these Terms until such time as you have remedied your non-compliance at our direction and to our reasonable satisfaction (and where you fail to do so, we may terminate these Terms); or (b) terminate these Terms immediately; and (c) in any case, withhold from you any Commission accrued to or for your benefit either: (a) temporarily, pending and subject to your remedying your non-compliance to our reasonable satisfaction at our direction, whereupon you will be entitled to such accrued Commission; or (b) permanently, where either you fail to remedy your non-compliance to our reasonable satisfaction at our direction or where we have terminated these Terms immediately.
10.4 In the event that you make any assignment for the benefit of your creditors or make any composition with creditors; or have appointed, or shall be the subject of any notice of a receiver or holding company; or shall be the subject of a voluntary or compulsory liquidation (other than for the purpose of a solvent reconstruction or amalgamation); or are made the subject of any administration order or insolvency procedure or such analogous event; or cease to carry on business or (being a natural person) are deemed either unable to pay your debts or as having no reasonable prospect of so doing we may terminate these Terms immediately.
10.5 Without limiting any other of our rights and remedies, we may terminate these Terms immediately if we determine in our sole discretion that you have become a competitor of ours and/or any other entity within our Group.
10.6 We shall further have the right to terminate these Terms with immediate effect on the provision of written notice to you:
10.7 Termination of these Terms shall not extinguish either of the parties' obligations under these Terms which by their intention or context are intended to survive the termination of these Terms.
10.8 Notwithstanding Clause 10.7 above and for the avoidance of doubt, you agree that we shall not be liable to pay any Commission for Qualified Players where such Qualified Players are generated by the Link(s) and/or Marketing Codes following the termination of these Terms.
10.9 Following the termination of these Terms and the payment to you of monies due to you as at the time of termination (save where Commission is withheld at our option in accordance with Clause 10.3.3 above), we shall have no obligation to make any further Commission payments to you. For the avoidance of doubt, this means that if the agreement between us represented by these Terms is terminated, you will receive no Commission for Qualified Players in respect of the period after termination: you will only receive Commission due to you up to the date of termination and not afterwards.
10.10 Upon termination:
11. Disclaimer and Limitation of Liability
11.1 You acknowledge that neither Our Sites nor the associated software will be error-free or uninterrupted and that neither we nor any of our Group entities will be liable for the consequences of any errors or interruptions. Further, neither we nor any of our Group Entities make any representation or warranty, express or implied to you as to any matter contemplated by these Terms including the quality, merchantability, fitness for particular use or suitability of Our Sites or the associated software.
11.2 Under no circumstances shall either party be liable to the other for indirect, incidental, consequential, special or exemplary damages (including any loss of revenue, profits or data) arising from any provision of these Terms or matters related to these Terms. Our aggregate maximum liability arising with respect to these Terms for any reason will not exceed the total Commissions paid or payable to you pursuant to these Terms. The term "indirect, incidental, consequential, special or exemplary damages" as used in this Clause 11.2 does not include any additional or increased direct costs incurred by TSG and/or any of our Group entities caused by your breaches of these Terms.
11.3 You represent and warrant that you have independently evaluated the desirability of acting as an affiliate of TSG and, other than as set forth herein, are not relying on any representation, guarantee or statement made by us.
You will defend, indemnify and hold TSG and our Group entities and our shareholders, directors, officers, employees, agents, representatives, successors and assigns harmless from and against any and all liabilities, losses, damages and costs, including attorney's fees and costs and, for the avoidance of doubt, any fine or penalty imposed by a Gambling Authority, directly or indirectly resulting from, arising out of, or in any way connected with: (a) any actual or alleged breach by you of any warranty, representation or undertaking by you contained in these Terms; (b) the performance of your duties and obligations under these Terms; (c) your negligence in performing your duties and obligations under these Terms; and/or (d) your negligence or intentional acts or omissions or the unauthorised use of the Link(s); and (e) any Tax required to be paid by you arising from or as a result of any fees payable to you from TSG pursuant to these Terms. You shall also indemnify and hold TSG and our Group entities and our officers, shareholders, employees, directors, agents, successors and assigns harmless at all times from any and all third party claims, actions, suits, demands, damages, losses, liability and all costs and expenses (including, but not limited to, attorneys' fees) relating to the development, operation, maintenance and content of Your Site(s).
All trade secrets, commercially sensitive information and any and all information concerning TSG and our Group entities' operations, structure, personnel, principals, or any other data that can reasonably be considered internal-only information shall be kept in strict confidence by you. This includes (but is not limited to) any correspondence between us and you and any information regarding the number of players on Our Sites, Rake amounts and any other financial, statistical or other information that is provided by us to you, whether or not such information includes a mark affirming its confidentiality. All this information shall remain confidential after the expiry of these Terms until such times as the information ceases to be confidential, other than by breach of these Terms or any additional confidentiality agreement that we have required you to sign. We may require you to sign a confidentiality agreement if, at our sole discretion, we determine that the information to be conveyed to you warrants such additional covenants of confidentiality.
14. Independent investigation
You confirm that you have read these Terms, have consulted with your own legal advisors, and understand and agree to all the terms and conditions set out in these Terms. You confirm that you have independently evaluated the desirability of participating in the Stars Affiliate Club Program and you are not relying on any representations, guarantee or statement other than as set forth in these Terms.
15. Changes to these Terms
We reserve the right to change any provision of these Terms at any time at our sole discretion and acting unilaterally without reference to you or your consent and without incurring any liability to you. Except in the case of emergencies, such as cheating, fraud, piracy, mistakes in these Terms or other events of an urgent nature, or beyond our control, we will use our reasonable endeavours to provide you with an email notifying you of the changes at least fourteen (14) days prior to the date on which we intend them to take effect, but where we do not do so any such changes will take effect upon the posting of the amended Terms. You should monitor these Terms frequently to ensure that you are aware of and agree to the latest version. YOU WILL BE BOUND BY ALL SUCH CHANGES AND IF YOU DO NOT AGREE TO BE BOUND YOU SHOULD TERMINATE YOUR MEMBERSHIP OF THE STARS AFFILIATE CLUB PROGRAM IN ACCORDANCE WITH YOUR RIGHT TO DO SO SET OUT IN CLAUSE 10 OF THESE TERMS. THIS TERMINATION RIGHT IS YOUR ONLY REMEDY IN RELATION TO ANY CHANGES MADE BY US TO THESE TERMS.
16.1 All notices, requests, demands and all other communications (unless specified otherwise in these Terms) under these Terms shall be in writing and shall be deemed received 72 hours after being posted by registered mail, or if delivered in person or sent by email, at the time of delivery to the parties. Notices from you to us in connection with these Terms or the Stars Affiliate Club Program generally shall be sent via email to email@example.com.
16.2 These Terms shall, upon execution, constitute the entire agreement between the parties with respect to the subject matter hereof and they cancel and supersede all previous understandings and agreements, both oral and written, between the parties in respect of the subject matter of these Terms.
16.3 It is hereby agreed that you are an independent contractor and neither these Terms nor any term or condition contained in them, shall be construed as creating a partnership, joint venture or agency relationship or as granting a franchise between the parties.
16.4 If any provision of these Terms shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.
16.5 No waiver of any breach of any provisions of these Terms shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision of these Terms and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
16.6 These Terms and any matters relating hereto to them be governed by, and construed in accordance with, the laws of the Isle of Man. You irrevocably agree that, subject as provided below, the courts of the Isle of Man shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning these Terms and any matter arising in relation to them and irrevocably waive any right that you may have to object to an action being brought in those courts, or to claim that the action has been brought in an inconvenient forum, or that those courts do not have jurisdiction. Nothing in this Clause shall limit our right to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
16.7 For the avoidance of doubt you agreed that under no circumstances will you have the authority to bind, obligate or commit in any way whatsoever or to assume debts or obligations on our behalf, nor will you represent us as having such authority at any time.
16.8 The English language version of these Terms shall be the prevailing version in the event of any discrepancy between any translated versions of these Terms.
Our Commitment to Our Players Privacy. We are the owner and operator of the website located at www.starsaffiliateclub.com (the "Site"). We are committed to maintaining the confidentiality of the personal information collected by us, utilising 'best in class' information security technology and procedures, all in accordance with European Union standards of data protection and the requirements of the applicable regulatory authority for data protection.
Our Legal Obligations. We will comply with the terms of the Isle of Man's Data Protection Act 2002 (as may be amended or updated from time to time) (the "Act") when processing your personal information. Your personal information may be also processed or transferred by us to other members of or our group of companies, our affiliates, our agents and third parties providing services to us, in jurisdictions outside of the Isle of Man and the European Economic Area. In this event, we will comply with the terms of the Act which ensure that personal data is only transferred to such jurisdictions which comply with the various adequacy requirements for data protection set out in the Act.
What information is collected and for what purpose
Conditions for Processing Personal Information
3. Conditions: We will process your personal information for a variety of reasons, each of which is prescribed by relevant data protection laws.
Our processing of your personal information will primarily be necessary for the purpose of carrying out administrative functions using your information as well as to assist with the affiliate services you provide to us. We may ask for your consent to processing personal information in a discreet manner; in this instance, your personal information will be processed in accordance with such consent and you will be able to withdraw this consent in writing at any time. By way of example, your consent will be needed in order to send you marketing and promotional communications.
Fulfilment of a contract, compliance with a legal obligation
It may also be necessary for us to process your personal information where it is necessary for the performance of a contract (such as you entering into the Stars Affiliate Club Program or in order for us to comply with our various legal and/or regulatory responsibilities, including, but not limited to, complying with the conditions of our gambling licences and complying with any anti-money laundering legislation.
Finally, we may also process your personal information where we deem such processing to be in our legitimate interests and provided always that such processing will not prejudice your interests, rights and freedoms. Examples of us processing in accordance with legitimate interests would include: (i) where we disclose your personal information to companies in our Group following a restructure or for internal administrative purposes; (ii) where we identify certain companies that can offer you additional benefits to our services or provide us with valuable information about your use of our Service; (iii) processing for the purposes of ensuring network and information security, including preventing unauthorised access to our electronic communications network; and (iv) adhering to regulatory and statutory requirements.
Information Sharing, Disclosures and Recipients
4. Specific Disclosures. We may disclose your personal information as follows:
5. General Disclosures: In addition to the specific examples of disclosures listed above, we may disclose your personal information to our employees, employees of other companies in our Group, our agents and to third party service providers who use your personal information to provide services to us.
8. What Can You Do? You should also play your part in protecting your personal information. Your login information is confidential and you are obliged to keep your password secret and confidential at all times and to use your best efforts to protect its secrecy and confidentiality.
Limits of Confidentiality
9. Legally Required Disclosures. Due to the legal, regulatory and security environment in which we operate, we may be required, under certain circumstances, to disclose personally identifiable information about members of the Stars Affiliate Club Program and we may not be permitted to inform you that we have done so. We will use reasonable endeavours to limit such disclosure to the following: (a) where we believe in good faith that we are required to do so in response to a subpoena, warrant or other legal process or obligation upon us; or (b) where reasonably necessary to identify, contact or bring legal action against persons or entities to preserve and/or enforce our rights. Further, we can, and you authorise us to, disclose your, name, date of birth, street address, city, county, post code, country, phone number, email, account activity, transactions and communications, to our third party agents or official government bodies as we, in our sole discretion, believe necessary or appropriate in connection with an investigation of money-laundering, fraud, intellectual property infringement, piracy or other unlawful activity or activity that may expose us to legal liability.
10. Group Marketing. We may use your email address and phone number for the purpose of providing you with news, promotions and other marketing offers from us. If you no longer wish to receive these promotional communications, newsletters and marketing offers, you may opt-out of receiving them either when you register with us initially, or subsequently by following the 'opt-out' instructions included in each communication. You are also, in addition, entitled at any time to notify us that you do not wish to receive any promotional communications from us and you may do this by emailing us at here.
11. Third Party Offers of Goods and Services. Where you have provided us with your consent to do so, we may also share your email address and phone number with third parties so that they may send you offers of their goods and services. You may request at any time not to receive such offers by sending a blank message with the word 'Remove' in the subject area to Support. If you request not to receive these offers, we will remove your details from our marketing distribution lists and from any future lists we may share with our marketing partners. However, you will need to unsubscribe separately from marketing communications sent by partners who have received your contact details from us prior to your request to be removed from these lists.
Your Rights in Relation to Your Information
12. Right to request information about you. We aim to keep our information about you as accurate as possible. You can contact us at any time to review, change, obtain a copy of your information or have your details altered or corrected in accordance with your rights under the Act. In this event, we may require evidence of and be satisfied as to your identity before we take any requested action. To contact us, so as to exercise any of your rights as set out in this Clause 12, please e-mail Stars Affiliate Club. We may, in certain circumstances, levy a small charge to cover the cost of administration regarding any request made by you in this regard or deal with your query in accordance with the Act.
13. Additional Rights. You have the following rights in relation to your personal data:
If you are unsure about your rights or are concerned about how your personal information may be processed, you should contact the Isle of Man Information Commissioner (details set out in clause 14 below). If you contact us in relation to your rights, we will do our best to accommodate your request or objection. Please note, however, that not all rights are absolute.
14. Cookies are text-only strings of information that are downloaded to your personal desktop, laptop computer or mobile device (each a "Device") when you visit a website. They are then sent back to the originating website on each subsequent visit, or to another website that recognises those cookies. Please see: www.allaboutcookies.org for information about what cookies are and what they do.
15. We are happy to provide you with further information on how we protect and use your personal information. Please contact Stars Affiliate Club. You can also obtain much useful information on data protection and privacy from the office of the Isle of Man Information Commissioner www.inforights.im.
Guidelines for Affiliates on Italian gambling advertising
The following guidelines (the "Italian Guidelines") are issued by TSG Platforms (Ireland) Limited ("TSG") pursuant to clause 3.4.7 of the Stars Affiliate Club Program Terms and Conditions (the "Terms") that govern your participation in the Stars Affiliate Club Program.
You are obliged to comply with these Italian Guidelines under clause 3.4.7 of the Terms and any failure to do so will constitute a breach of the Terms.
These Italian Guidelines relate to Article 9 of the Law Decree 12 July 2018, No. 87 and the AGCOM guidelines issued by the Italian Communications Authority, which are collectively referred to in these Italian Guidelines as the "Italian Gambling Advertising Regulations".
You should read these Italian Guidelines carefully to ensure that you understand your obligations as well as your potential liabilities should you fail to comply with them.
2. Effective Date and Scope of Application
These Italian Guidelines have effect from the date of their publication on the website www.starsaffiliateclub.com (the "Effective Date"), however are only applicable to the activities that you undertake as an affiliate in respect of end users located in Italy and/or: (a) in relation to the websites www.pokertstars.it, www.pokerstarscasino.it, www.betstars.it, www.skybet.it; and (b) any other websites operated by REEL Italy Limited (or any of TSG's other group companies) and directed to end users located in Italy from time to time (together, the "Italian Sites").
In the event of any conflict between the Terms and these Italian Guidelines, the latter shall prevail in respect of their application to the activities that you undertake in respect of the Italian Sites.
3. Communications only on an Informative Basis
You are only permitted to make communications to the public that refer to the Italian Sites or are otherwise targeted at end users located in Italy where such communications inform end users about the products and services offered by TSG generally. We refer to such communications in these Italian Guidelines as being on an 'informative basis'.
You are not permitted to make any communications to the public that refer to the Italian Sites or are otherwise targeted at end users located in Italy that are not on an informative basis. In particular, you must not make any communications that include:
4. Forms of Advertising
You are permitted to display the URL and domain names of the Italian Sites (e.g. www.pokerstars.it and www.skybet.it) and their logos, in addition to any responsible gambling logos that TSG may provide to you upon request, in communications made on an informative basis.
Where you make such communications on news websites and websites which offer only free-to-play games, you must ensure that such communications do not constitute indirect advertising of the Italian Sites. Indirect advertising for these purposes is any form of communication performed in return for either payment or another type of compensation or for self-promotion purposes, to promote the Italian Sites, irrespective of the specific induction of the recipient to purchase the product or service offered (i..e the so-called call to action).
You are not allowed to conduct any key word paid-for advertising on Google or any other search engines.
5. Comparisons of offers
When comparing the odds and commercial offers (e.g. bonuses, jackpots and features of games/websites) of different third party operators, you must provide such comparison to end users on an informative basis.
For example the following types of claim are prohibited "Se depositi X € su www.pokerstars.it, hai diritto ad un bonus pari a X €. Informazioni sull'offerta su www.pokerstars.it"/ "If you deposit X € at www.pokerstars.it, you are entitled to a bonus of X €. Information about the offer at www.pokerstars.it".
6. Referring to a Single Operator
If you display an advertising banner that refers to a single operator (whether TSG or any third party operator) and such banner relates to the operator's odds and/or its commercial offers without mentioning any of its competitors' odds and commercial offers, where this includes any claim of superiority (compared to the rest of the market), this must be supported by some form of evidence.
For example these types of claim are allowed "Su www.skybet.it sono presenti le migliori quote della serie A il giorno della partita. Per saperne di pi clicca qui"/ "On www.skybet.it are available the best odds of the serie A on the day of the match. For more information click here". In this example, the landing page clicked through to would include evidence supporting the claim.
7. Newsletter Subscriptions
You may send communications via email or SMS to end users that subscribe for your newsletters. You may only send such communications to end users that expressly request that you do so, and such communications must be on an informative basis.
In obtaining such consent, you must not ask end users whether they would like to receive marketing communications, but instead may ask them if they would like to subscribe to a service relating to the provision of information on odds/promotions. You must enable all end users to select the type of events/promotions/products in respect of which they want to receive information (as by way of example "richiedo di essere abilitato al servizio di aggiornamento sulle quote ed offerte commerciali degli operatori di gioco a noi affiliati" / "I expressly request to be subscribe to the service of updating odds and commercial offers of gambling operators affiliated to us".
You are not permitted to send communications via email or SMS in any other circumstances without TSG's written approval, as set out in the Terms.
8. Our Rights and Remedies
If you breach any of the terms of these Italian Guidelines TSG shall have the right, without prejudice to any remedies set out in the Terms, to:
i. suspend your participation in the Stars Affiliate Club Program for such period as is required to investigate any activities that may be in breach of the Italian Gambling Advertising Regulations;
ii. withhold any revenue share or amount due to you pursuant to the Terms;
iii. claim the amount of any fines and any further damage, including reputational damages, potentially suffered by TSG, the companies within its corporate group and/or any of the individuals or companies instructed or employed by them, as direct or indirect consequence of the breach of the obligations set out in these Italian Guidelines; and
iv. immediately terminate the Terms and your participation in the Stars Affiliate Club Program.