Stars Affiliate Club - Terms & 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 Platfroms (Ireland) Limited (an associated entity within the
group of companies that operates 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 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 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.
Affiliate Club: Legally Binding Terms and Conditions
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
Limited (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", “BetStars”
“PokerStars Casino” 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.
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
Terms at a Glance: where do I find the relevant terms of my contract with
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
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
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:
means your point of contact at
TSG in relation to the Stars Affiliate Club Program, as
notified by us to you from time-to-time.
shall mean the Stars Affiliate
Club Program application to join form available at
https://members.starsaffiliateclub.com/registration.asp or at such other
URL as may be designated by us from time to time.
shall mean the site located
at www.betstars.com together
with all other country TLDs from which we operate the
BetStars branded sites.
shall mean a poker club
established using Home Games.
shall mean an internet user who
establishes a Club.
shall mean an internet user who
is a member of a Club but is not the Club Manager.
Combined Casino Sites
shall mean collectively, the PS
Casino Sites together with the FT Casino Sites.
shall have the meaning given in
Clause 4.2 below.
Combined Poker Sites
means collectively, the PS Sites
together with the FT Poker Sites.
Data Protection Legislation
means all applicable data
protection and privacy laws in force from time to time in the United
Kingdom, the Isle of Man and any other relevant jurisdiction, including the
General Data Protection Regulation ((EU) 2016/679) (“GDPR”); the
Data Protection Act 2018; the Privacy and Electronic Communications
Directive 2002/58/EC (as updated by Directive 2009/136/EC), the Privacy and
Electronic Communications Regulations 2003 (SI 2003/2426); the Unsolicited
Communications Regulations 2005; approved codes of conduct or approved
certification mechanisms issued by any relevant regulatory authority and
any and all other legal and regulatory requirements which apply to a party
and relate to the processing, privacy and use of personal data (including,
without limitation, the privacy of electronic communications), in each case
as updated, amended, replaced or superseded from time to time.
FT Casino Sites
shall mean www.fulltilt.com/casino/ together
with all other country TLDs from which we operate the Full Tilt branded
FT Poker Site(s)
shall mean www.fulltilt.com together
with all other country TLDs from which we operate the Full Tilt branded
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.
shall mean us 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.
shall mean the online poker
service operated by the operator called "Home Games," which is
available via the PS Site(s).
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.
Intellectual Property Rights
shall mean patents, rights to
inventions, copyright and neighbouring and related rights, moral rights,
trade marks and service marks, business names and domain names, rights in
get-up and trade dress, goodwill and the right to sue for passing off or
unfair competition, rights in designs, rights in computer software,
database rights, rights to use, and protect the confidentiality of,
confidential information (including know-how and trade secrets), and all
other intellectual property rights, in each case whether registered or
unregistered and including all applications and rights to apply for and be
granted, renewals or extensions of, and rights to claim priority from, such
rights and all similar or equivalent rights or forms of protection which
subsist or will subsist now or in the future in any part of the world.
shall mean the Trade Marks,
Links, Marketing Codes and Images.
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.
shall mean a “promo” code for
use by players for a specified promotion;
shall mean collectively:
- the Betting Sites;
- the FT Casino Sites;
- the FT Poker Sites;
- the PS Casino Site; and
- the PS Sites.
means any territory in which we
do not accept players from time to time;
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
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) (with respect to CPA Commission only) opens a new
User Account; and (iii) either:
in respect of FT Poker Sites 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
in respect of 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.
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.
shall have the meaning given in
Clause 4.10 below.
Multi-brand player rewards.
These will be deducted from gross revenue when calculating affiliate
net-revenue for purposes of revenue share deals.
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
shall mean the site located
at www.starsaffiliateclub.com or such other URL as may
be designated by us from time to time.
shall mean an internet user with
an account on the Stars Sites.
means the following sites only:
- the Betting Site;
- the PS Casino Site; and
- the PS Sites.
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
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.
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
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
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 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, PokerStars
School, 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, The 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
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.
TSG Personal Data
shall mean any personal data
that we may, from time to time, make available to you at our discretion.
shall mean a personal player
account on one (1) of Our Sites that has been opened in accordance with the
applicable terms and conditions governing access to and use of that Site.
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.
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.
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, 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 marketing 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; (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; and (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.
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
terminates (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. For the avoidance
of doubt, unless agreed otherwise in writing with us, you are not
granted any right to, and you agree not to: (a) make any amendments to
the Links or Marketing Codes; (b) create or publish or otherwise
disseminate any marketing materials advertising us or our services
(including any creatives, banners, text links and other links linking
Your Site(s) to Our Site(s)); or (c) send any SMS/text messages or
emails or disseminate any other form of direct marketing advertising us
or our services.
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 affiliates. You shall not
claim or hold yourself out to any third party as having any type of
exclusivity in your relationship with TSG or Our Site(s) at any time.
- 3.2.5 No obligation on TSG 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
- 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
- (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
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 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
- 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. You
will ensure that Your Site is fully compliant with and adheres to all
applicable legislation with respect to any marketing and/or advertising
activity carried out by you (or by 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:
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;
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/ from time to time in relation to the advertising and
marketing of gambling;
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;
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
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
- 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
- 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
4.1 In this Clause 4, the
following defined words and phrases shall mean as set out below:
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.
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.
shall have the meaning given in
clause 4.2 below;
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.
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.
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).
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
(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.
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).
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.
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) if you are designated by us as marketing the
Combined Poker Sites, any Revenue Share Commission due to you will be
based a Qualified Player’s poker activity on the Combined Poker Sites
and you will not, for the avoidance of doubt, receive any Revenue Share
Commission in respect of: (a) any non-Poker activity undertaken by the
Qualified Player on our Combined Poker Sites; or (b) any activity
undertaken by the Qualified Player whatsoever on any other of Our
- (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.
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.
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.
- 4.3.1 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
2017 but will cease permanently upon that date and not be payable
- 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
4.6 Non-qualifying players.
You acknowledge and agree that:
4.6.1 the following individuals may not and will not qualify as
(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
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
- 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.
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
- 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
- 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.
- 5.1.6 Your Site(s) will include all statements, and
notices required to be displayed by applicable law and regulations. For
the avoidance of doubt, this shall include the display of ‘18+’
messaging and responsible gambling messaging.
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
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.
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 In relation to the Licensed
Materials, you are not authorised to do the following without first obtaining
our permission in writing:
- 7.2.1 register or apply to register a domain name; or
- 7.2.2 bid on any internet search engine for a search
- 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.
Status and Taxes
8.1 The relationship between the
Affiliate and TSG will be that of independent contractor and nothing in this
Agreement shall render the Affiliate an employee, agent or partner of TSG or
any Associate or be deemed to create any such relationship between the
Affiliate and TSG . Furthermore, the Affiliate shall not hold himself/herself
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 Unless otherwise notified to
the Affiliate by TSG , 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.
8.5 You acknowledge that you will
solely be responsible for all income taxes.
Data Protection and Privacy
To the extent that we share any
TSG Interactive Personal Data with you, the terms of this clause shall apply
to your processing of such data.
- 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
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 Personal Data solely for the purposes of providing, and only to the
extent required to provide, the requisite services under this Agreement
- 9.1.3 we shall be the data controller of the TSG
Personal Data and you shall be the data processor of the TSG Personal
- 9.1.4 you will only process the TSG Personal Data in
accordance with our written instructions as data controller and you will
not under any circumstances process any TSG Personal Data other than as
instructed by TSG ; 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
- 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 Personal Data) against
unauthorised or unlawful processing of the TSG Personal Data and against
loss or destruction of, or damage to, the TSG 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 Personal Data; and (ii) the nature of the TSG
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
- 9.2.3 provide TSG with such guarantees in relation to
the technical and organisational measures governing its processing of
the TSG Personal Data as TSG considers to be 'sufficient' within the
Data Protection Act 2002 and will take reasonable steps, including at
the reasonable direction of TSG , to ensure compliance with those
- 9.2.4 comply with all Data Protection Legislation in
relation to your processing of the TSG 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 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
- 9.2.6 immediately notify us if you become aware of a
data security breach involving TSG 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 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
- 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 Personal Data or
permit modification, amendment or alteration to TSG Personal Data, or
disclose, or permit disclosure, to any third party without our prior
- 9.2.10 not transfer any TSG 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
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
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;
- 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
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:
- 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;
- 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
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 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, 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 pursuant to this Agreement. 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 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 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.
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
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 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
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
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.