Stars Affiliate Club - Terms & Conditions
The Stars Affiliate Club Program Terms and Conditions that are set out below this notice represent the legally binding contract that will govern the affiliate relationship between you and TSG Interactive Services Limited, (an associated entity within the group of companies, that operate the PokerStars, BetStars, PokerStars Casino and/or Full Tilt websites and/or brands including for and on behalf of REEL Italy Limited), once we have approved your application to be a member of the Stars Affiliate Club Program. You should read these Terms and Conditions 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 make sure 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 who will provide you with clarification. If you do not agree with any part of these Terms and Conditions, 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 and Conditions 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.
Stars Affiliate Club: Legally Binding Terms and Conditions
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 Interactive” are references to TSG Interactive Services Limited, a company incorporated under the laws of the Isle of Man 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”, “BetStars” “PokerStars Casino” and “Full Tilt” websites or brands. References to “you” are references to you the person who applies to join the Stars Affiliate Club Program and who signs these Terms to indicate their agreement to these Terms and their wish to participate in the Stars Affiliate Club Program.
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.
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:
|How do I join the program?||Clause 2.1|
|How do I know that my application to join has been successful?||Clause 2.2|
|What restrictions apply to what I can do?||Clause 3.2|
|What restrictions apply to how I can market & promote Your Site(s)?||Clause 3.4|
|What commission will you pay me and how?||Clause 4|
|Do special rules apply to 'Home' games?||Clause 6|
|How can either side terminate the relationship?||Clause 10|
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:
|Affiliate Manager||means your point of contact at TSG Interactive in relation to the Stars Affiliate Club Program, as notified by us to you from time-to-time.|
|Stars Affiliate Club Program||shall mean the rights and obligations conferred upon you by these Terms once we have accepted your Application Form and confirmed the same to you in writing.|
|Stars Affiliate Club Program Site||shall mean the site located at / or such other URL as may be designated by us from time to time.|
|TSG Interactive Personal Data||has the meaning set out in Clause 8.1.|
|Application Form||shall mean the Stars Affiliate Club Program application to join form available at / or other such URL as may be designated by us from time to time.|
|Betting Site||shall mean the site located at www.betstars.com together with all other country TLDs from which we operate the BetStars branded sites.|
|Combined Casino Sites||shall mean collectively, the PS Casino Sites together with the FT Casino Sites.|
|Combined Poker Sites||means collectively, the PS Sites together with the FT Poker Sites.|
|Club||shall mean a poker club established using Home Games.|
|Club Manager||shall mean an internet user who establishes a Club.|
|Club Member||shall mean an internet user who is a member of a Club but is not the Club Manager.|
|Data Protection Legislation||means all applicable data protection, privacy and marketing laws in force in any relevant territory from time to time, including but not limited to the General Data Protection Regulation (GDPR) (EU) 2016/679 and any applicable national data protection and privacy legislation that gives effect to, supplements, incorporates and/or otherwise adopts GDPR (or parts thereof) within its territorial legal framework including the Data Protection Act 2002 and the Unsolicited Communications Regulations 2005 together with any amendments or updates to such legislation.|
|FT Casino Sites||shall mean www.fulltilt.com/casino/ together with all other country TLDs from which we operate the Full Tilt branded sites; and|
|FT Poker Site(s)||shall mean www.fulltilt.com together with all other country TLDs from which we operate the Full Tilt branded sites:|
|Gambling Authority||shall mean those regulatory authorities which have responsibility for the government and regulation of gambling, for example the Gambling Commission of Great Britain or the Isle of Man Gambling Supervision Commission and so on.|
|Group||shall mean us (TSG Interactive) and all of our group of companies, including our subsidiary companies and any holding company of ours, and any subsidiary of such holding company, and includes all of the companies providing services under the branding “PokerStars”, “BetStars” “PokerStars Casino,” “Full Tilt” or Trade Marks or other additional brands and trade marks as may be included from time to time.|
|Home Games||shall mean the online poker service operated by the Operator called "Home Games", which is available via the PS Site(s).|
|Images||shall mean the photographs of Team PokerStars, Local Team Pros and Team Sports Stars located on the webpage http://www.starsaffiliateclub.com or provided to you by your Affiliate Manager.|
|Licensed Materials||shall mean the Trade Marks, Links, Marketing Codes and Images.|
|Link(s)||shall mean the creatives, banners, text links and other links linking Your Site(s) to Our Site(s) located on the webpage http://www.starsaffiliateclub.com or provided to you by your Affiliate Manager.|
|Our Site(s)||shall mean collectively:
|PS Casino Site||shall mean the site located at www.pokerstarscasino.com together with all other country TLDs from which we operate the PokerStars Casino branded sites|
|PS Site(s)||shall mean www.pokerstars.com together with all other country TLD from which we operate PokerStars branded sites (to the extent of poker only).|
|Qualified FT Player||shall mean an internet user without a prior User Account (or any other type of user account) on any FT Poker Site or FT Casino Site who: (i) accesses the FT Poker Site(s) or FT Casino Site directly through a Link and downloads and installs the relevant client software; (ii) opens a new User Account; (with respect to CPA Commission only); and (iii)
FT Poker Site only
earns, by way of cash deposit into their User Account, the minimum number of StarsCoin required by us, such minimum number of StarsCoin to be as notified to you by us from time-to-time; or
FT Casino Site only
to the extent applicable and with respect to the CPA Commission, (aa) earns by way of a cash deposit into their User Account, the minimum number of StarsCoin required by us, such minimum number of StarsCoin to be as notified to you by us from time to time; or (bb) achieves the minimum cash deposit or stakes the minimum wagering requirement as may be notified to you by us from time to time following the creation of the User Account.
|Qualified Player||shall mean either a Qualified Stars Player or a Qualified FT Player as may be applicable.|
|Qualified Stars Player||shall mean an internet user without a prior User Account (or any other type of user account) on any Stars Sites and who: (i) accesses the PS Site(s) directly through a Link or enters a Marketing Code and downloads and installs the relevant client software; (ii) opens a new User Account; and (iii) earns, by way of cash deposit into their User Account, the minimum number of applicable StarsCoin required by us, such minimum number of StarsCoin to be as notified to you by us from time-to-time.|
|Referred Affiliate||shall have the meaning given in Clause 4.10 below.|
|Stars Affiliate Club Program||shall mean the rights and obligations conferred upon you by these Terms once we have accepted your Application Form and confirmed the same to you in writing.|
|Stars Affiliate Club Program Site||shall mean the site located at www.starsaffiliateclub.com or such other URL as may be designated by us from time to time.|
|StarsCoin||Multi-brand player rewards. These will be deducted from gross revenue when calculating affiliate net-revenue for purposes of revenue share deals.|
|Stars Sites||means the following sites only:
|Stars Player||shall mean an internet user with an account on the Stars Sites.|
|Sub-Affiliate||means any person that is engaged by, or otherwise contracts with, another person (that has itself successfully joined the Stars Affiliate Club Program) to market and promote Our Sites.|
|Tax||means all forms of taxation and charges, duties, imposts, contributions, levies, withholdings or liabilities wherever chargeable and whether of the Isle of Man, or any other jurisdiction (including, for the avoidance of doubt, National Insurance contributions or equivalent) and any penalty, fine, surcharge, interest, charges or costs relating thereto.|
|Tournament||shall mean real money tournaments played on the Combined Poker Sites consisting of hands played at tables where the chips wagered have no real value but instead determine the amount paid out to players when the tournament ends based on predetermined criteria.|
|Tracker||shall mean the unique tracking hyperlink (URL) to Our Site(s) provided by us to you for the purposes of tracking the number of successful User Accounts that are opened and calculating the amount of applicable Commission due to you in accordance hereof|
|Trade Marks||means any trade mark, service mark, brand name, trade name, logo or sign used, registered, or applied for by us or any member company or other entity of our Group, including, but without limitation, the following:
PokerStars, PokerStars.com, PokerStars.net, European Poker Tour (EPT), Latin American Poker Tour (LAPT), Asia Pacific Poker Tour (APPT), Australia New Zealand Poker Tour (ANZPT), North American Poker Tour (NAPT), PokerStars Caribbean Adventure (PCA), PokerStars Players NL Hold'em Championship (PSPC), BetStars, StarsWallet, Stars Top-up, K.O. Knockout Poker, Sports Jackpots, UK & Ireland Poker Tour (UKIPT), Estrellas Poker Tour (ESPT), Portugal Poker Series (PPS), France Poker Series (FPS), Ukrainian Poker Tour (UPT), PokerStars Russian Poker Cup, Italian Poker Tour (IPT), World Championship of Online Poker (WCOOP), PokerStars Sochi, Stars Interactive Group, World Cup of Poker (WCP), Turbo Championship of Online Poker (TCOOP), Spring Championship of Online Poker (SCOOP), Battleship Poker, World Championship of Battleship Poker, IntelliPoker, Sunday Million, Sunday Storm, Sunday Storm, Duel by PokerStars, Home Games, Zoom, We are poker, Sunday Warm UP, Asian Championship of Online Poker (ACOP), Nos Somos Poker, Stars Group, Full Tilt Poker, Full Tilt, FTP, Million Euro Challenge, MEC, FTOPS, Rush Poker, Rush, Shark Cage, Spin & Go, Spin & Bet, StarsDraft, The PokerStars 'red spade' logo, PokerStars Casino, PokerStars Vegas, PokerStars Festival, PokerStars Championship, The BetStars ‘red ball’ logo, The ‘Red Dice’ logo, PokerStars MEGASTACK, PokerStars Power Up
|Trade Secrets||shall mean any know-how, trade secrets, marketing information, business plan, customer lists, network clients list, suppliers' information, confidential information or other related information concerning or relating to our activities or those of any entity existing within our Group which is not in the public domain.|
|User Account||shall mean a personal player account on one (1) of Our Site(s) that has been opened in accordance with the applicable terms and conditions governing access to and use of that Site.|
|Your Site(s)||means those website(s) that are owned and/or controlled by you and which are submitted by you in your Application Form as your websites that are to be included in the Stars Affiliate Club Program.|
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.
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: your failure to do so may result in a delay in considering your application or our 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 – at 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 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 but not be limited to circumstances where: (a) you promote any prohibited content or illegal sites; or (b), we are advised by a regulatory authority to cease our relationship with you; or (c) we take the view that any of the content included on any of Your Site(s) and/or the nature of any third party site through which you advertise any content on Your Site is unacceptable to us; or (d) where you fail to produce or obtain, upon request from us, such 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, promoting a site or displaying content from such site in any applicable jurisdiction where such a site is not permitted to distribute, market or advertise its products and services without written authorisation. The following are non-exhaustive examples of content on Your Site or in the alternative, the nature of third party sites that market or advertise any content on Your Site that would be unacceptable to us: (i) obscene or indecent, including for these purposes sites that contain or display both so-called ‘hard' and ‘soft' adult content; (ii) discriminatory, including on the basis of gender, race, religion, disability or sexual orientation; (iii) hostile or offensive, including so-called ‘hate speech' and threats or incitements to violence; (iv) 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) promoting illegal or unlicensed gambling sites to a regulated jurisdiction."
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:
- 3.1.1 we will send you written confirmation (which may be by email) which will include: (a) your Tracker and/or your Marketing Codes; and (b) confirmation of whether you will be paid Revenue Share Commission or CPA Commission and if CPA Commission, how much that will be.
- 3.1.2 from the date of our written confirmation until such time as your membership of the Stars Affiliate Club Program shall terminate (as described in Clause 10 of these Terms) you will have the right to market and promote Our Site(s) on Your Site(s) solely - and only - by placing Our Links or Marketing Codes on Your Site(s) and subject at all times to all the rest of these Terms.
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 Site(s) 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, at our sole discretion, to 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:
- 3.2.1 Regulatory compliance: you agree to comply with all of the laws and regulations applicable to Your Site(s) and also with any laws and regulations applicable to Our Site(s) which we may notify you of from time-to-time as being necessary for our affiliates to comply with, in particular those which the terms of our gambling licenses require us to pass through to our affiliates.
- 3.2.2 Marketing compliance: you must fully comply with our most recent up-to-date guidelines in relation to the use of the Link(s) or Marketing Codes. These guidelines will be posted on the Stars Affiliate Club Program Site. They may be amended from time to time by us at our sole discretion and you should therefore visit the Stars Affiliate Club Program Site regularly so as to ensure that you are aware of, and in compliance with, the latest version of these guidelines.
- 3.2.3 Personal rights: the rights that we grant to you in these Terms are personal to you. You may not assign or sub-licence your rights and/or your obligations under these Terms, in \whole or in part, to any third party. The Link(s) and the Marketing Code are provided to you for use solely and exclusively by you on Your Site(s) on and subject to these Terms and you agree that you will not provide them in any manner to any other person for any manner of use by such other person.
- 3.2.4 Non-exclusivity: the rights that we grant to you in these Terms are non-exclusive and we will grant identical or similar rights to our other TSG Interactive affiliates. You shall not claim or hold yourself out to any third party as having any type of exclusivity in your relationship with TSG Interactive or Our Site(s) at any time.
- 3.2.5 No obligation on TSG Interactive to operate Our Site(s): You acknowledge and agree that nothing, whether in these Terms or anywhere else, shall in any way be construed as imposing any obligation whatsoever on us (or any of our Group entities) to operate or continue to operate Our Site(s), either at all or in relation to any particular markets, languages, territories or products, and all of the business represented by Our Site(s) shall be operated and managed (or not) by us and our Group entities in our sole discretion and subject to our unilateral control at all times.
- 3.2.6 Information provision: You agree to provide us with all such information as we may reasonably request for regulatory purposes, including as may be requested by us in relation to any reports or information that we may wish or need to provide to any Gambling Authority.
- 3.2.7 Your Site(s): You agree that you are solely responsible for the development, operation and maintenance of Your Site(s) and for all materials that appear on Your Site(s) at any time. You will ensure that no material appears at any time on Your Site(s) which results or could result in Your Site(s) being confused with Our Site(s).
- 3.2.8 Conflicts of interest: You will not market or promote Your Site(s) in any way which might compete with our and/or our Group’s own marketing efforts, unless you have received prior written approval from us specifically permitting you to do so. By way of example only, the following activities will be considered to be activities, which if undertaken by you would compete with our Group’s own marketing efforts and which would therefore be prohibited by this Clause 3.2.8:
- (i) the placement of Link(s) on any internet sites on which our Group places advertisements for Our Site(s);
- (ii) placement of a Link on any internet site other than Your Site(s); and
- (iii) the promotion of the Our Site(s) by you by way of keyword advertising with internet search engines;
and a breach by you of these provisions will constitute a breach of these Terms and we will have the right to: (i) terminate these Terms immediately in the event of such breach; and (ii) indefinitely withhold from you any Commission accrued to or for your benefit through such competitive activities.
- 3.2.9 No representation. You may not hold yourself out to be, or to represent, any of us or any Group entity of ours or our or its agents, employees or professional poker players, in any forum including any social networking site.
3.3 Money laundering, counter terrorism financing and due diligence. You agree, upon our request, to submit to us copies of such personal documentation (for example a copy of your passport or other government issued identification) or (if you are a company) such corporate documents as we may specify in order to permit us to complete our customer and business due diligence obligations in accordance with applicable counter-terrorism, anti-money laundering laws, and regulations from time to time in force.
3.4 Marketing and promotion.
- 3.4.1 Use of Link(s)/Marketing Codes. You agree to place the Link(s) or Marketing Codes on Your Site(s) and to ensure that the Link(s) is/are properly formatted at all times. You will not create any link from Your Site(s) to our Site(s) other than the Link(s) without our prior written consent nor will you modify any of the Link(s) without our prior written approval.
- 3.4.2 Banners. You will only place banners forming part of the Link(s) on Your Site(s) by linking to the banner server made available by us from time-to-time for this purpose and you will employ no other means without our prior written approval.
- 3.4.3 TSG Interactive goodwill and reputation. You acknowledge that the placement of the Link(s) on Your Site(s) and your conduct as an affiliate has the potential to inflict substantial damage to the Trade Marks and to the reputation and goodwill of us and our Group and that you will at all times act in a manner that will not harm such Trade Marks, goodwill and reputation.
- 3.4.4 Good practice. You will use your best efforts to promote Our Site(s) in a manner that is consistent with good business ethics and which does not reflect adversely upon our name, image or reputation and that of our Group and brands "PokerStars", "BetStars", "PokerStars Casino" and "Full Tilt".
- 3.4.5 Prohibited Jurisdictions. You will not, nor will any person on your behalf or with your permission or authority, explicit or implied, market or promote Our Site(s) to residents of the Prohibited Jurisdictions and no resident of any Prohibited Jurisdiction shall be permitted to become a Qualified Player.
- 3.4.6 Territorial licensing restrictions: In conducting your marketing and promotional activities under these Terms you will comply with any jurisdictional limitation applying to Our Site(s) which are imposed under the various gambling licence(s) applicable Our Site(s), including only marketing any of Our Site(s) which are targeted at and licensed by a particular jurisdiction to the residents of that jurisdiction.
- 3.4.7 Compliance with our instructions. You agree to comply with all reasonable instructions received from us in relation to your activities in marketing and promoting Our Site(s) including, without limitation, any instruction received from us requesting you to post on Your Site(s) information regarding new features and promotions on Our Site(s) and any instructions such as style guidelines that we may issue in relation to the Licensed Materials generally.
- 3.4.8 No incentivisation of players. You agree that without our prior written approval you will neither offer nor provide incentives (financial or otherwise) to any Qualified Players or any potential Qualified Players.
- 3.4.9 Advertising self-regulation. Generally, you must ensure that Your Site is fully compliant with and adheres to all applicable legislation in force with respect to any marketing and./or advertising activity carried out by you (or third parties on your behalf) for or in relation to Your Site. Where you publish on any of Your Site(s) any advertising for Our Site(s) which is either: (i) intended to come to the attention of persons in Great Britain; or (ii) likely to come to the attention of such persons, you will ensure that such advertising is socially responsible generally and in particular complies with: (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; and (b) 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 (Marketing) of Part 2 (Code of Practice) of the LCCP from time to time; ensuring that all such advertising shall comply with applicable laws and regulations related to gambling and 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.gambleaware.co.uk) as we may require. 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
- 3.5.1 These Terms do not grant you the right to assign or sub-license your rights and/or subcontract your obligations to any Sub-Affiliates, whether via an affiliate network that you operate or otherwise.
- 3.5.2 You may only operate a Sub-Affiliate network, or enter into any other arrangement with a Sub-Affiliate, whereby a Sub-Affiliate(s) promotes Our Sites in return for a share of your Commission, with our prior written consent. When seeking our consent, you must identify each Sub-Affiliate and the websites that they intend to promote Our Sites on (each a “Designated Sub-Affiliate Site”). We shall approve or reject your request for consent at our sole discretion and may consent to certain Sub-Affiliates but not others, or certain Designated Sub-Affiliate Sites but not others.
- 3.5.3 If we consent to you operating a Sub-Affiliate network, or entering into any other arrangement with a Sub-Affiliate, you shall procure that all such approved Sub-Affiliate(s): (a) only advertise Our Sites on the approved Designated Sub-Affiliate Sites; and (b) comply with these Terms at all times. In the event that a Sub-Affiliate undertakes any act or omission that is non-compliant or in-consistent with, or breaches, these Terms (or advertises Our Sites on any websites other than the approved Designated Sub-Affiliate Sites) you shall be fully liable to us and we may: (i) terminate these Terms and your membership of the Stars Affiliate Club Program immediately; (ii) at our option indefinitely withhold from you any Commission accrued to your benefit; and/or (iii) require that you procure that the relevant Sub-Affiliate remedies the relevant breach or inconsistency.
- 3.5.4 If you engage and Sub-Affiliate(s) to promote Our Sites, you acknowledge and agree that: (a) you shall be responsible for the payment of any agreed proportion of your Commission to the Sub-Affiliate; and (b) we shall have no liability to pay any amounts to the Sub-Affiliate.
4. Your Commission
4.1 In this Clause 4, the following defined words and phrases shall mean as set out below:
|Betting Expenses||shall mean, with respect to wagers made on the Betting Site only, the aggregate of, as applicable: (i) Fair Value Adjustments, (ii) bonuses or promotional amounts given to the player, (iii) uncollectable revenues (including any charge-backs, payment reversals etc), (iv) a fixed cost representing the average redeem value of the StarsCoin and all bonus costs as designated by us, in relation to each StarsCoin earned by a player on the applicable Betting Site; (v) a fixed amount for legal, branding and operational expenditure as well as regulatory compliance and associated administrative costs; (vi) applicable local taxes payable by us or our relevant Group entity at the rate in force on the date of due payment (which shall include but not be limited to gaming taxes and/or value added tax); and (vii) reasonable payment processing services charges that are paid to third parties in respect of the player's deposits and withdrawals.|
|Betting Gross Revenue||shall mean all Qualified Stars Player Wagers on the Betting Site less Winnings.|
|Casino Expenses||shall mean, with respect to casino games available on the Combined Casino Site , the aggregate of: (i) Fair Value Adjustments, (ii) bonuses or promotional amounts given to the player, (iii) uncollectable revenues (including any charge-backs, payment reversals etc), (iv) a fixed cost representing the average redeem value of, as applicable, each StarsCoin and all bonus costs, as designated by us, in relation to each StarsCoin earned by a player on the applicable Casino Site; (v) a fixed amount for legal, branding and operational expenditure as well as regulatory compliance and associated administrative costs; (vi) applicable local taxes payable by us or our relevant Group entity at the rate in force on the date of due payment (which shall include but not be limited to gaming taxes and/or value added tax); and (vii) reasonable payment processing services charges that are paid to third parties in respect of the player's deposits and withdrawals.|
|CPA Commission||shall mean a one-off payment for each Qualified Player registered by us on Our Sites in any calendar month, the amount to be agreed by you and us as a condition to our acceptance of your Application Form.|
|Fair Value Adjustments||shall mean adjustments relating to: (i) the casino games available on the Combined Casino Sites; or (ii) the wagers made on the Betting Site, including as a result of: (a) any taxation, levy or similar mandatory payments levied or charged on turnover, deposit or similarly driven by player activity or activity volume, and (b) jackpots insurance contribution, where applicable, or similar adjustments as required such that any entitlement hereunder to any Revenue Share Commission shall be applied to the free amount available for apportionment after such adjustments;|
|FT Gross Casino Revenue||shall mean a Qualified FT Player's Wagers on the FT Casino Sites less Winnings.|
|FT Gross Poker Revenue||shall mean a Qualified FT Player's Ring Game Gross Revenue and Tournament Gross Revenue generated from the FT Poker Sites(s).|
|FT Gross Revenue||shall mean the aggregate of FT Gross Poker Revenue and FT Gross Casino Revenue.|
|Poker Expenses||shall mean, with respect to poker games (whether ring games or tournaments) on the Combined Poker Sites, the aggregate of: (i) freerolls, (ii) bonuses or promotional amounts given to the player, including StarsCoin. (iii) uncollectible revenues (including any charge-backs, payment reversals etc. (iv) applicable local taxes payable by us or our relevant Group entity at the rate in force on the date of due payment (which shall include but not be limited to gaming taxes and value added tax; (v) a fixed amount for legal, branding and operational expenditure as well as regulatory compliance and associated administrative costs; and/or (vi) reasonable payment processing services charges that are paid by us to third parties in respect of the player's deposits and withdrawals.|
|Pot||shall mean the central fund/pot containing all players’ wagers during each “real money” game of poker on the Combined Poker Sites.|
|PS Casino Gross Revenue||shall mean, a Qualified Stars Player's Wagers on the PS Casino Site less Winnings.|
|PS Gross Poker Revenue||shall mean the aggregate of a Qualified Stars Player’s Ring Game Gross Revenue and Tournament Gross Revenue generated from the PS Site(s).|
|Rake||shall mean the proportion retained by or on behalf of us or any of our Group entities from the Pot.|
|Revenue Share Commission||shall mean, as applicable, that percentage of:
(a) PS Gross Poker Revenue less Poker Expenses; or
(b) FT Gross Poker Revenue less Poker Expenses or
(c) Betting Gross Revenue less Betting Expenses; or
(d) PS Casino Gross Revenue less Casino Expenses attributable to the PS Casino Site only; or
(e) FT Casino Gross Revenue less Casino Expenses attributable to the FT Casino Sites only,
in any calendar month as is from time-to-time published on the relevant page(s) of the Stars Affiliate Club Program Site.
|Ring Game Hand||shall mean those hands played at tables where the chips wagered represent fixed amounts of player funds that are purchased with player funds when the player begins play and redeemed at the same rate at the end of play.|
|Ring Game Gross Revenue||shall mean the sum total of a Qualified Player's contributions to Rakes in a Ring Game Hand while playing on software downloadable from Our Site(s). Any Qualified Player's contribution to a Rake shall be determined by dividing the total amount that a Qualified Player has contributed to the Pot in any Ring Game Hand by the size of the Pot (provided that, in circumstances where the Rake is capped once the size of the Pot equals a designated threshold, the size of the Pot for the purposes of calculating the contribution to the Rake shall be the size of the Pot when the designated threshold has been reached, regardless of the actual size of the Pot) in that Ring Game Hand and multiplying it by the total Rake taken from that Pot in that Ring Game Hand regardless of the number of players dealt in such Ring Game Hand.|
shall mean, for each of Our Site(s) on a per-Site basis and in accordance with Clause 4.8.4:
(i) US$50 (fifty US dollars) where your chosen option to receive your Commission, is via WebMoney or Skrill only; or,
(ii) US$150 (one hundred and fifty US Dollars) where your chosen option to receive your Commission is via wire transfer; or
(iii) the British Pound or Euro equivalent of the amount in (ii) above as of the date of payment of the Commission.
|Tournament Fees||shall mean the fees retained by or on behalf of us or our Group entities from the "buy-ins" paid by Qualified Players registering for a Tournament.|
|Tournament Gross Revenue||shall mean the sum total of the Tournament Fees paid by a Qualified Player while playing in Tournaments on software downloadable from Our Site(s).|
|Wagers||shall mean the total amounts wagered (i) on all casino games on the applicable Combined Casino Site(s); or (ii) on the Betting Site by a Qualified Player.|
|Winnings||shall mean the total amounts of winnings paid out to a Qualified Player from; (i) a casino game on the applicable Combined Casino Site; or (ii) any Wagers on the Betting Site.|
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 of the following (or a combination of the same) of: (i) CPA Commission; or (ii) Revenue Share Commission; or (iii) other agreed form of commission, 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:
- (a) if the form of Commission that you receive from us is Revenue Share Commission., you will generate a minimum of one (1) Qualified Player for each of Our Site(s) which you market pursuant to these Terms for each consecutive period of ninety (90) days commencing on the date upon which we confirmed our acceptance of your Application Form to join the Stars Affiliate Club Program;
- (b) any Revenue Share Commission due to you in relation to a Qualified Player’s poker activity on an applicable Combined Poker Site shall be limited to that Qualified Player’s poker activity on our Combined Poker Sites only;
- (c) any Revenue Share Commission due to you in relation to a Qualified Player’s activity on the Betting Site will extend to that Qualified Player’s activity on all of Our Sites;
- (d) any Revenue Share Commission due to you in relation to a Qualified Player’s activity on the Combined Casino Site will extend to that Qualified Player’s activity on all of Our Sites.
- Please note the provisions of Clause 10.9 below which makes clear that your right to receive Commission ceases when these Terms are terminated or come to an end.
4.3 IMPORTANT: Duration of your right to be paid Commission.
- 4.3.1 will (in relation to both CPA Commission and Revenue Share Commission) only start to be paid to you in relation to any one (1) of Our Site(s) until such time as the Commission generated in respect of that individual Site equals or exceeds the Threshold Commission applicable to that individual Site; and
- 4.3.2 will (in the case of Revenue Share Commission) cease to be payable in respect of each Qualified PS Player on that date which is twenty-four (24) months after the date on which that internet user first opened a User Account as part of the process of becoming a Qualified PS Player. For example, if the player opened a User Account on July 1st 2015 and completed all necessary criteria to become a Qualified PS Player thereinafter, Revenue Share Commission will be payable in respect of that player for the period up to and ending upon June 30th 2018 but will cease permanently upon that date and not be payable thereafter; and
- 4.3.3 will cease to be payable on the date when these Terms are terminated and come to an end even if that date is within the two (2)-year period referred to above.
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 the "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:
- 4.6.1 the following individuals may not and will not qualify as Qualified Players:
(i) close 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
- 4.6.2 you may not and will not sign up for a User Account using the Link(s) or Marketing Codes and may not in your personal capacity qualify as a Qualified Player.
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:
- 4.8.1 Use of Trackers & Marketing Codes. In order to calculate the Commission due to you, we will use the Trackers and/or Marketing Codes provided by us and as used by you. You must use these correctly and in accordance with any instructions that we give you and we will have no obligation to pay you any Commission if you fail to use the Trackers and/or Marketing Codes, or use them incorrectly or in a manner contrary to our instructions from time-to-time. Note that our calculation of Commission is based on registrations that are tracked through the Trackers and/or Marketing Codes and may not reflect results from other tracking tools (such as but not limited to pixel tracking) that may be in operation.
- 4.8.2 Our calculations are final. You agree that our measurements and calculations in relation to the calculation and payment of Commission shall be final and not subject to review or appeal, save in the case of manifest error.
- 4.8.3 Accounting periods. We will account to you for the Commission due to you on a per-calendar month basis and pay you the Commission due in respect of any calendar month no later than thirty-one (31) days after the end of the calendar month in which the Commission arose. For example, the Commission due to you in relation to the calendar month of June 2015 will be paid to you no later than 31st July 2015.
- 4.8.4 Method of payment. You may choose the method of payment to receive your Commission through the Stars Affiliate Club site and this will determine how it will be paid to you each month (subject to attaining the requisite Threshold Commission level). You hereby acknowledge and consent to us using the personal information you supply to us to carry out all necessary due diligence checks on you as may be required by applicable law.
4.9 Fraud. We retain the right to review all Commission 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 the Qualified Player with any other player on Our Site(s); (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.
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 percentage 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:
- 5.1.1 that you have the ability, experience, expertise and resources to perform all of your obligations as set out in these Terms;
- 5.1.2 that at no time will any of Your Site(s) contain, or link to, content that : (i) is obscene or indecent, including for these purposes both so-called ‘hard' and ‘soft' adult content; (ii) is discriminatory, including on the basis of gender, race, religion, disability or sexual orientation; (iii) is hostile or offensive, including so-called ‘hate speech' and threats or incitements to violence; (iv) fails to respect the legal rights of others, including infringements of the intellectual property rights or others such as file-sharing torrent or pirate sites or other forms of piracy; (v) is defamatory of others; or (vi) 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;
- 5.1.3 that there is no legal, commercial, contractual or other restriction, which precludes or might preclude you from fully performing your obligations as set out in these Terms and that if there should, at any time occur anything to prevent you from wholly fulfilling your obligations hereunder, you will notify us immediately and we shall be entitled to terminate these Terms by immediate notice, without advance warning and without the requirement to make any further payments to you following such termination; and
- 5.1.4 that you have evaluated the laws (and in particular all laws relating to the promotion of remote gambling) relating to your activities and obligations as envisaged and set out in these Terms and have concluded that you can enter into these Terms and fulfil your obligation as set out in them without violating any applicable rule of law.
- 5.1.5 you have complied and will continue to comply throughout the duration of your participation in the Stars Affiliate Club Program, with all applicable tax obligations and duties (such as but not limited to payments, returns and filings) that concern or relate to any and all amounts paid to you by us pursuant to these Terms.
6. Home Games
6.1 Home Games provide players with the opportunity to invite friends and close community members to play Home Games regardless of where they are in the world. The essence of Home Games means that a player can choose to compete in ring games and tournaments, across a huge variety of poker variants allowing that player to experience the convenience, competition and fun in playing online Home 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 their friends or close community members. None of the Data Tools nor any information deriving 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 reserve 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 For the sole purpose of your exercise of your rights and performance of your obligations set out in these Terms hereunder and for the term set out in Clause 10.1 below, we grant you a limited, non-exclusive, non-transferable and revocable license to use: (i) the Trade Marks solely in connection with the placing of the Link(s) and Marketing Codes on Your Site(s); and (ii) the Images on Your Site(s) for the purpose of promoting our Site(s). 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 license may not be sub-licensed, assigned or otherwise transferred by you in any manner.
- 7.2.1 register or apply to register a domain name; or
- 7.2.2 bid on any internet search engine for a search term; or
- 7.2.3 use any sub-domain name; or
- 7.2.4 open or operate any social media account which uses any name, logo or trade mark; or
- 7.2.5 register or apply to register any trade mark in any jurisdiction; which includes, incorporates or consists of, or is confusingly similar to, the Trade Marks.
7.3 In respect of any matter to which Clause 7.2 above applies, you will inform us:
- 7.3.1 at the commencement of these Terms of any such matters which have arisen prior to the commencement of these Terms; and
- 7.3.2 immediately of any such matters which arise after commencement of these Terms.
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 ASSETS REGISTERED OR APPLIED TO BE REGISTERED AS ENVISAGED IN CLAUSE 7.2 EXTENDS TO INTELLECTUAL PROPERTY ASSETS 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 Section 1 of the Data Protection Act 2002) is our exclusive and sole property 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 the Affiliate and TSG Interactive will be that of independent contractor and nothing in this Agreement shall render the Affiliate an employee, agent or partner of TSG Interactive or any Associate or be deemed to create any such relationship between the Affiliate and TSG Interactive. Furthermore, the Affiliate shall not hold himself/herself out as having any such relationship with TSG Interactive.
8.2 The Affiliate 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 Interactive to the Affiliate under this Agreement, including the applicable Commission and the Affiliate indemnifies TSG Interactive and shall keep TSG Interactive 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 Unless otherwise notified to the Affiliate by TSG Interactive, the Affiliate shall be responsible for submitting to the relevant tax authority any Tax payable in respect of any fees received by the Affiliate pursuant to this Agreement.
8.4 For the avoidance of doubt, this Agreement 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. As such, the Affiliate acknowledges that it will solely be responsible for all income taxes.
9. Data Protection and Privacy
- 9.1.1 We shall at all times retain sole and absolute legal and beneficial ownership of all rights in and to all the TSG Interactive Personal Data including any so-called 'sui generis' database rights and they are hereby agreed to be our Trade Secrets and, to the extent that any such rights may vest in you, you hereby irrevocably and absolutely grant and assign all such rights to us;
- 9.1.2 subject to procurement of any necessary consents, we grant to you a non-exclusive, revocable licence to use the TSG Interactive Personal Data solely for the purposes of providing, and only to the extent required to provide, the requisite services under this Agreement services;
- 9.1.3 we shall be the data controller of the TSG Interactive Personal Data and you shall be the data processor of the TSG Interactive Personal Data;
- 9.1.4 you will only process the TSG Interactive Personal Data in accordance with our written instructions as data controller and you will not under any circumstances process any TSG Interactive Personal Data other than as instructed by TSG Interactive; and
- 9.1.5 the terms process, data controller, data processor and data subject as used in this Clause shall have the meanings ascribed to them by Section 1 of the Data Protection Act 2002.
9.2 You hereby undertake that you will:
- 9.2.1 take appropriate technical and organisational measures (and shall ensure that such measures are taken by any person to whom it is authorised to disclose TSG Interactive Personal Data) against unauthorised or unlawful processing of the TSG Interactive Personal Data and against loss or destruction of, or damage to, the TSG Interactive Personal Data. Having regard to the state of technological development and the cost of implementing any such measures, such measures must ensure a level of security appropriate to: (i) the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction of or damage to the TSG Interactive Personal Data; and (ii) the nature of the TSG Interactive Personal Data to be protected;
- 9.2.2 take reasonable steps to ensure the reliability of any personnel (including employees) who have access to the TSG Interactive Personal Data;
- 9.2.3 provide TSG Interactive with such guarantees in relation to the technical and organisational measures governing its processing of the TSG Interactive Personal Data as TSG Interactive considers to be 'sufficient' within the Data Protection Act 2002 and will take reasonable steps, including at the reasonable direction of TSG Interactive, to ensure compliance with those measures;
- 9.2.4 comply with all Data Protection Legislation in relation to your processing of the TSG Interactive Personal Data and hereby confirm that you will not do, or permit anything to be done, which could cause us to incur liability under Data Protection Legislation;
- 9.2.5 not use any third party to process TSG Interactive Personal Data without our prior written consent (which may be withheld at our sole discretion). If we provide such consent: (i) you shall procure that any such third party complies with the terms of this Agreement; and (ii) you shall remain primarily liable for the acts and omissions of such third party;
- 9.2.6 immediately notify us if you become aware of a data security breach involving TSG Interactive Personal Data (which shall include any breach of this Clause 9);
- 9.2.7 promptly notify us if you receive any: (i) data subject request; (ii) complaint or request regarding our obligations under Data Protection Legislation; and/or (iii) any other communication directly or indirectly relating to TSG Interactive Personal Data, and will provide full cooperation and assistance to us in relation to the foregoing, including by complying with any data subject request in accordance with Data Protection Legislation and providing full details of any such complaint, request or communication and all other relevant information to us;
- 9.2.8 cooperate with and provide reasonable assistance to (at your own cost) data protection regulators and us in relation to the regulatory requirements of any relevant data protection authority, including promptly providing information that we reasonably request from time to time;
- 9.2.9 not modify, amend or alter TSG Interactive Personal Data or permit modification, amendment or alteration to TSG Interactive Personal Data, or disclose, or permit disclosure, to any third party without our prior written consent;
- 9.2.10 not transfer any TSG Interactive Personal Data outside of the European Economic Area (EEA) without our prior written consent and, where such consent is given, you shall ensure that you employ adequate levels of protection in connection with such transfer; and
- 9.2.11 permit us together with our external advisers to inspect and audit (subject to reasonable confidentiality undertakings) your data processing activities and comply promptly with our reasonable requests to enable us to verify your compliance with this Agreement.
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 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 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:
- 10.3.1 any breach by you of these Terms; or
- 10.3.2 where applicable, your player account opened with us is closed by us or our Group entities for any reason whatsoever; or
- 10.3.3 you use any materials, including graphics, icons, logos, branding or artwork, which are not obtained from our approved web resources or direct from your affiliate manager.
We may: (i) terminate these Terms immediately; and/or (ii) at our option indefinitely withhold from you any Commission accrued to your benefit.
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:
- 10.6.1 if you carry out any action which we believe might prejudice our or any Group entity's relationship with any Gambling Authority or any of the Group's gambling licences; or
- 10.6.2 you are in breach of any applicable laws in relation to any marketing activity you engage in, whether or not you use our Licensed Materials or where we believe any such marketing activity you have participated in would be detrimental to our reputation or that of any Group entity; or
- 10.6.3 if we or any other entity within the Group is ordered or required by any Gambling Authority to terminate its relationship with you or cease to operate any of Our Site(s) or any services or games available on any of Our Site(s), or any part thereof, with immediate effect.
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, 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:
- 10.10.1 you must immediately remove from Your Site(s) and cease to use all Link(s), Marketing Codes Trade Marks and any other materials of any form provided by or on behalf of us to you pursuant to these Terms which contain any of our Trade Marks or other intellectual property and you will either permanently and securely delete all such materials and documents, or return them all to us; and
- 10.10.2 you must promptly return to us any confidential information in your control or possession in whatever form; and
- 10.10.3 all licenses and rights granted hereunder to you shall immediately terminate; provided that the above shall not prevent you linking to the homepage of Our Site(s) to the extent that you do so for your own personal, non-commercial use in connection with Home Games.
11. Disclaimer and Limitation of Liability
11.1 You acknowledged that neither Our Site(s) 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 Site(s) 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 Interactive 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 Interactive 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 Interactive and our Group entities and our shareholders, directors, officers, employees, agents and representatives, agents, successors and assigns harmless from and against any and all liabilities, losses, damages and costs, including attorney's fees and costs, 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) any injury directly or indirectly caused by your negligence or intentional acts or omissions or the unauthorized use of the Link(s) (e) any Tax required to be paid by you arising from or as a result of any fees payable to you from TSG Interactive pursuant to this Agreement. You shall also indemnify and hold TSG Interactive 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 and all information concerning TSG Interactive 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 Site(s), 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.