The Stars Affiliate Club Program Terms and Conditions set out below this notice (the "Terms") represent the legally binding contract that will govern the affiliate relationship between you and TSG Platforms (Ireland) Limited once we have approved your application to be a member of the Stars Affiliate Club Program. You should read these Terms carefully, taking particular care to ensure that you are capable of complying with all undertakings and obligations before applying to join the Stars Affiliate Club Program and ensuring that you understand them and have the ability to fulfil them all without exception. If you do not understand any part of them you should contact our affiliate relations team via the Stars Affiliate Club Program Site. If you do not agree with any part of these Terms, then you should not apply to join the Stars Affiliate Club Program.
Once we have accepted your application to join the Stars Affiliate Club Program you should print and save a copy of these Terms for your future reference as well as our email confirming our acceptance of your application.
PokerStars, PokerStars Sports, PokerStars Casino, PokerStars Vegas, Full Tilt and FOX Bet are brands which are (with effect from May 5th 2020) part of the Flutter Group, "Flutter Group" meaning that group of companies that are controlled, directly or indirectly, by Flutter PLC and which operate the Flutter Group's various businesses from time-to-time such as Paddy Power, Betfair, Sportsbet, FanDuel, TVG, Adjarabet and Sky Betting and Gaming as well as the 'PokerStars' and 'Full Tilt' brands.
The following Terms and Conditions represent the legally binding agreement which will govern your participation in our Stars Affiliate Club Program. We refer to these Terms and Conditions as the "Terms". References to "we" or "us" or "our" or "TSG" are references to TSG Platforms (Ireland) Ltd, a company incorporated under the laws of the Republic of Ireland and whose details are set out in the Terms, but also includes references to any other of our group companies who from time-to-time may be involved in the operation of our "PokerStars", "PokerStars Sports", "PokerStars Casino", "PokerStars Vegas", "FOX Bet" and "Full Tilt" websites or brands. References to "you" or "your" are references to you, the person who applies to join the Stars Affiliate Club Program and who agrees to these Terms.
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.
1.1 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 in relation to the Stars Affiliate Club Program, as notified by us to you from time-to-time.|
|Application Form||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.|
|Betting Site||shall mean the site located at www.pokerstarssports.com (together with all other country Top Level Domains ("TLDs") from which we operate the PokerStars Sports branded 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.|
|Combined Casino Sites||shall mean collectively, the PS Casino Sites together with the FT Casino Sites.|
|Commission||shall have the meaning given in Clause 4.2 below.|
|Combined Poker Sites||means collectively, the PS 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 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 that group of companies that are controlled, directly or indirectly, by Flutter PLC and which operate the Flutter Group's various businesses from time-to-time such as PokerStars, PokerStars Sports, PokerStars Casino, PokerStars Vegas, Full Tilt, FOX Bet, Paddy Power, Betfair, Sportsbet, FanDuel, TVG, Adjarabet and Sky Betting and Gaming.|
|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 made available on the webpage http://www.starsaffiliateclub.com here 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.|
|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 Sites, located on the webpage http://www.starsaffiliateclub.com or provided to you by your Affiliate Manager.|
|Marketing Code||shall mean a "promo" code for use by players for a specified promotion;|
|Our Sites||shall mean collectively:
|Prohibited Jurisdictions||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 branded sites (including any rebrand of such site and country TLDs in succession to 'PokerStars Casino').|
|PS Site(s)||shall mean www.pokerstars.com together with all other country TLDs 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 Casino Site who: (i) accesses the 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 Casino Sites onlyto 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.|
|StarsCoin||shall mean multi-brand player rewards which will (for the avoidance of doubt) be deemed to be Betting Expenses and/or Casino Expenses and/or Poker Expenses (as determined and/or allocated by us in our discretion from time-to-time) and hence deductible from the applicable categories of gross revenues for the purposes of calculating Revenue Share Commission as envisaged in Clause 4 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 https://www.starsaffiliateclub.com or such other URL as may be designated by us from time to time.|
|Stars Player||shall mean an internet user with an account on any of the Stars Sites.|
|Stars Sites||means the following sites only:
|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 United Kingdom, 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 any of Our Sites provided by us to you for the purposes of tracking the number of successful User Accounts that are opened or number of Referred Affiliates that are referred, and calculating the amount of applicable Commission due to you in accordance with these Terms.|
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 which: (i) includes, is based upon or is derivative of any of our 'PokerStars' or 'Full Tilt' brands; and which (ii) we specifically licence to you for your usage in accordance with Clause 7.1 below from time-to-time
|Trade Secrets||shall mean any know-how, trade secrets, marketing information, business plan, customer lists, network clients list, supplier 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.|
|User Account||shall mean a personal player account on any of Our Sites 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 or on behalf of 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.
2.1 What you must do to join.
In order to join the Stars Affiliate Club Program you must complete and send to us the Application Form which is available at http://www.starsaffiliateclub.com. You should take care to include in the Application Form all the information requested by the form. Failure to do so may result in a delay in considering your application or the rejection of your application.
2.2 Our right to accept/reject your application. We will review the Application Form that you send to us. We will then, in our sole discretion, either: (i) accept your application; (ii) reject your application; or (iii) request further information from you, reserving the right to accept or reject your application at a future date. Please note that our acceptance or rejection of your application is entirely at our discretion and we have no obligation to accept any application nor shall we have any liability to you or to anyone else in relation to any applications that we choose to reject. If you wish to receive CPA Commission, we will agree this with you prior to our acceptance of your Application Form and include it in the acceptance confirmation that we send to you.
2.3 Examples of unacceptable affiliate activities. You should note that the reasons why we may reject your application (or terminate your membership of the Stars Affiliate Club Program subsequently) could vary and may include, without limitation, circumstances where: (a) you promote any prohibited content or illegal sites; (b) we are advised by a regulatory authority to cease our relationship with you; (c) we take the view that any of the content included on any of Your Site(s), the activities or practices undertaken by you or on your behalf and/or the nature of any third party site through which you advertise any content on Your Site is unacceptable to us (including where we consider that it falls short of our requirements in relation to advertising and promotion or any other aspect of socially responsible gambling); (d) where you fail to obtain or provide to us on our request any applicable licence as may be required by a relevant authority, in order to promote a particular site or content offered by such site in a given jurisdiction; or (e) in the absence of any necessary authorisation, licence or permit, promote a site or display content from such site in any applicable jurisdiction where such a site is not permitted to distribute, market or advertise its products and services. The following are non-exhaustive examples of content that we consider to be unacceptable: (i) content that is obscene or indecent, including for these purposes sites that contain or display both so-called 'hard' and 'soft' adult content; (ii) content that is discriminatory in any way, including on the basis of gender, race, religion, disability or sexual orientation; (iii) content that is hostile or offensive, including so-called 'hate speech' and threats or incitements to violence; (iv) content that fails to respect the legal rights of others (including infringement of the Intellectual Property Rights of others, such as file-sharing, torrent or pirate sites or other forms of intellectual property piracy) or which is defamatory of others; (v) content promoting illegal or unlicensed gambling sites to a regulated jurisdiction; (vi) content that is aimed at, targets or is likely to appeal to persons aged under 18, feature any persons who are or who appear to be aged under 25, or promote irresponsible, compulsive or addictive forms or modes of gambling; or (vii) any advertisement, promotion, instruction, exhortation, encouragement or incentivisation of any Qualified Player either to deposit or stake a specific amount of money or to gamble for a specific period of time (and such practice shall also amount to fraudulent activity on your part for the purposes of Clause 4.9 of these Terms).
3.1 Confirmation of your membership of the Stars Affiliate Club Program. Where we accept your application to join the Stars Affiliate Club Program the following shall apply:
3.2 Your rights and obligations as a member of the Stars Affiliate Club Program. Your right to take part in the Stars Affiliate Club Program by marketing and promoting Our Sites as described in Clause 3.1 above is at all times subject to the following obligations, limitations and restrictions, which you agree to perform and observe. Your breach or failure to perform or observe any of them will entitle us to terminate your membership of the Stars Affiliate Club Program immediately on written notice to you and without any liability to you or, in our sole discretion, we may require you to remedy your breach or failure pending which we may suspend your rights under these Terms and withhold indefinitely any Commission due to you:
A breach by you of any of these provisions will constitute a breach of these Terms and we will have the right in our entire discretion to: (a) suspend these Terms until such time as you have remedied your non-compliance at our direction and to our reasonable satisfaction (and where you fail to do so, we may terminate these Terms); or (b) terminate these Terms immediately; and (c) in any case, withhold from you any Commission accrued to or for your benefit either: (a) temporarily, pending and subject to your remedying your non-compliance to our reasonable satisfaction at our direction, whereupon you will be entitled to such accrued Commission; or (b) permanently, where either you fail to remedy your non-compliance to our reasonable satisfaction at our direction or where we have terminated these Terms immediately.
3.3 Anti Bribery, money laundering, counter terrorism financing and due diligence.
3.4 Marketing and promotion.
(a) the UK Code of Non-broadcast Advertising, Sales Promotion and Direct Marketing (CAP Code) at: http://www.cap.org.uk/Advertising-Codes/Non-Broadcast.aspx and in particular (but without limitation) Section 16 concerned with gambling, and for these purposes, the term 'advertising' shall have the meaning attributed to it by Section 327 of the British Gambling Act 2005;
(b) all applicable guidance published by the Committee of Advertising Practice (CAP) and/or the Advertising Standards Authority on the website accessible at https://www.asa.org.uk/ as well as all industry codes of self-regulation, such as the IGRG code accessible at http://igrg.org.uk/wp/home/,from time to time in relation to the advertising and marketing of gambling;
(c) the Gambling Commission of Great Britain's Licence Conditions and Codes of Practice (LCCP) and particularly the requirements of: (aa) Section 16 of Part 1 (Responsible placement of digital adverts) ensuring advertisements are not placed on websites which provide unauthorised access to copyrighted content; and (bb) Section 5 of Part 2 (Marketing) of the LCCP from time to time;
(d) the licensing conditions set out in Section 1 of the UK Gambling Act 2005, being the prevention of gambling from being a source of crime or disorder, being associated with crime or disorder or being used to support crime, ensuring that gambling is conducted in a fair and open way, and protecting children and other vulnerable persons from being harmed or exploited by gambling; and
(e) all applicable laws and regulations related to gambling.In complying with the above, you agree that your advertising will not target or be likely to appeal to persons aged under 18, feature any persons who are or who appear to be aged under 25, or promote irresponsible, compulsive or addictive forms or modes of gambling and will at all times, if applicable, feature an "18+" logo and a link to such appropriate problem gambling care organisation (such as www.begambleaware.org) as we may require. For the avoidance of doubt, we shall have the right to terminate these Terms on written notice and without any liability to you if, in our reasonable opinion, you are breach of the obligations set out in this Clause.
3.5 Affiliate Networks and Sub-Affiliates
4.1 In this Clause 4, the following defined words and phrases shall have the meanings 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 payable on the revenues that we generate from accepting wagers); 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 (including any amounts paid in respect of the licensing of third party games) 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 payable on the revenues that we generate from accepting wagers); (vii) reasonable payment processing services charges that are paid to third parties in respect of the players' deposits and withdrawals.|
|Commission||shall have the meaning given in clause 4.2 below;|
|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 Revenue||shall mean the 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 (vi) reasonable payment processing services charges that are paid by us to third parties in respect of the players' 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 are 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 Sites. 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.|
|Threshold Commission||shall mean, for each of Our Sites 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 Sterling 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 Sites.|
|Value Added Tax||shall mean value-added tax, any sales tax, or any other equivalent tax|
|Wagers||shall mean the total amounts wagered on (i) 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 or more of the following: (i) CPA Commission; (ii) Revenue Share Commission; and/or (iii) such other agreed form of commission (which may, at our discretion, include a fixed payment, a hybrid amount, tenancy charge, Cost Per Thousand (CPM), Cost Per Click (CPC), Cost Per Lead (CPL), and Cost Per Install (CPI)), in each case as we confirm to you when we confirm our acceptance of your Application Form to join the Stars Affiliate Club Program (the "Commission"). You agree that:
Please note the provisions of Clause 10.9 below which makes clear that your right to receive Commission ceases when these Terms are suspended, terminated or otherwise come to an end.
Without limiting our other rights and remedies, you will not be entitled to receive any Commission where we have reasonable grounds to believe that the relevant services, activities or marketing which would have otherwise resulted in such Commission being payable were carried out in a manner which was not in accordance with legal or regulatory requirements or these Terms.
4.3 IMPORTANT: Duration of your right to be paid Commission.
4.4 Existing Users. You will not be entitled to receive any Commission for a new User Account opened through a personal computer or mobile device (including, without limitation, a desktop computer, portable computer, cellular phone, PDA, tablet, or any other type of cellular device now existing or devised in future) (each, a "Device"), if an User Account has previously been opened through use of that Device (unless such new User Account was on a PS Site and the existing User Account was on a FT Site, or vice versa) regardless of whether you are entitled to receive Commission for the User Account opened previously using that Device.
4.5 Professional Players. In the event that any one (1) or more Qualified Players are selected to become a member of "Team PokerStars: Pro" or "Team PokerStars: Online", you acknowledge and agree that with effect from the first day of the calendar month falling immediately after the date of such selection, the relevant Qualified Player(s) shall cease to be tracked by us as having been referred by you and you will no longer be entitled to receive any Commission in respect of such Qualified Player.
4.6 Non-qualifying players. You acknowledge and agree that:
(i) any family members of yours and other members of the same household as you; and/or
(ii) employees of and consultants contracted on a permanent basis to you; and
4.7 Casino Commission. For the avoidance of doubt, for the purposes of calculating any Revenue Share Commission, the FT Gross Revenue will only include FT Gross Casino Revenue generated by players who became Qualified FT Players on or after the date on which casino games were made available on the Casino Sites for real-money play by the public in the jurisdiction where that player is physically present. For the avoidance of doubt you should note that no Commission is payable on any PokerStars casino sites or domains.
4.8 Calculation and payment of Commission. The Commission will be calculated and paid as follows:
4.9 Fraud. We retain the right to review all Commissions for possible fraud on your part or on the part of any Qualified Player. In the event that we reasonably consider that fraud has occurred in relation to the generation of any Commission, we shall be entitled to withhold such Commission or set-off an appropriate amount from future payments of Commission. For the purpose of these Terms the term "fraud" shall include, but shall not be limited to, actual or attempted: (i) chargeback by a Qualified Player in relation to their initial deposit; (ii) collusion on the part of a Qualified Player with any other player on Our Sites; (iii) you or any third party offering or providing any unauthorized incentive (financial or otherwise) to potential Qualified Players (including, without limitation, the sharing by you of any Commission earned by you through your promotion of Home Games); (iv) the creation by Qualified Players of multiple user accounts in order to abuse promotions or bonuses on offer to players; or (v) the advertising, promoting, instructing, exhorting, encouraging or incentivising of any Qualified Player either to deposit or stake a specific amount of money or to gamble for a specific period of time (and in particular where the amount in question corresponds to a trigger or threshold level at which you would be entitled to receive Commission or other remuneration or entitlement hereunder).
4.10 Referral of Affiliates. From time to time, we may agree to pay you additional sums ("Referral Fees") if you refer another affiliate (each a "Referred Affiliate") to the Stars Affiliate Club Program. If we, in our sole discretion, agree to do so, a Referral Fee shall only be payable by us to you: (a) if you notify us in advance of the identity of the Referred Affiliate, (b) the Referred Affiliate is referred via the Tracker; and (c) the Referred Affiliate completes and sends and Application Form and has their application accepted by us. Unless agreed otherwise, the amount of the Referral Fee payable to you shall be a per centage of the base amount (being revenues less expenses) on which the Revenue Share Commission (as such defined term applies to the Referred Affiliate under the Terms and Conditions as apply to such Referred Affiliate) payable to the Referral Affiliate is calculated (the "Referred Affiliate Player Revenues"). Unless agreed otherwise, the Referral Fee payable to you shall be 2.5% of the Referred Affiliate Player Revenues in each calendar month. All Referral Fees shall be paid at the same time and by the same method as the payment of your Commission. If at any time the Referred Affiliate ceases to be a member of the Stars Affiliate Club Program (for whatever reason), we shall no longer be liable to you for any Referral Fees in respect of the Referred Affiliate. If the Referred Affiliate breaches these Terms in any way at any time, we may withhold the payment of the Referral Fee to you at our sole discretion.
5.1 You represent, warrant and undertake to us and to the other entities comprising our Group as follows:
6.1 Home Games enable players to invite friends and close community members to play poker and other games regardless of where they are in the world. Players can choose to compete in ring games and tournaments using Home Games, across a huge variety of poker variants allowing that player to experience the convenience, competition and fun in playing online games with people they know. Any use by you of Home Games should contribute to and be consistent with this philosophy of Home Games. Player data, rankings, club statistics and many other game results ("Data Tools") are provided via Home Games, all with the sole aim of furthering the user's social and competitive experience amongst friends or close community members. None of the Data Tools nor any information derived from such Data Tools may be used or provided to any Club Manager, Club Member or other third party for any financial benefit. We reserve the right, if we find or suspect any abuse of the philosophy of Home Games or that any Data Tool, or information derived from any Data Tool, is being used by you or has been used by you for any financial benefit, to suspend your use of Home Games and/or to close the related Club at any time, in our sole discretion.
6.2 You are hereby granted the limited, non-exclusive, non-transferable right to market and promote Home Games by placing the Marketing Codes and/or Links on Your Site(s) as part of the licence granted pursuant to Clause 3.1 above. Your right to use Home Games as granted by this Clause 6 is however revocable by us at any time at our sole discretion and subject to any further conditions and/or limitations that we may from time to time stipulate at our sole discretion, such as, but not limited to, a limitation on the number or percentage of Members linked to you via a Tracker in any Club.
6.3 You are permitted to invite the users of Your Site(s), including via email communication, to become a Club Manager and to include in such invitation your Marketing Code and/or Link HOWEVER it is strictly prohibited for any third party, including, without limitation, users of Your Site(s) and any Club Manager or any Club Member, to invite potential Members to a Club by use of the Link and/or the Marketing Code supplied to you under these Terms.
6.4 You are strictly prohibited from including any Marketing Code and/or Link supplied to you hereunder, or any inducement whatsoever, in any invitation sent by you to any third party, including, without limitation, users of Your Site(s), to become a Club Member of a Club established by you.
6.5 You are prohibited from requesting any third party including, without limitation, users of Your Site(s), to invite potential Members to a Club by use of the Link and/or the Marketing Code supplied to you under these Terms.
6.6 You are prohibited from offering or providing (or procuring that any third party offers or provides) any incentive in any form whatsoever (explicit or implicit, financial or otherwise) via email, website publication or via any other media (online or offline) to any third party through your use of Home Games including the sharing by you of any Commission earned by you through your use of Home Games.
6.7 You are prohibited from using Home Games in any way which is an abuse of the product (including using it in order to increase Commission otherwise payable to you).
6.8 In the event that you are found to have breached this Clause 6 or to be taking any action in order to circumvent the prohibitions contained herein, we may the right to take any action we deem fit including, the closing of any relevant Club and/or the termination of these Terms, at our sole discretion.
7.1 We will make available to you from time-to-time certain of our Trade Marks and Images (the selection being as determined by us in our absolute discretion). We hereby grant you a limited, non-exclusive, non-transferable and revocable licence to use: (i) such Trade Marks solely in connection with the placing of the Link(s) and Marketing Codes on Your Site(s); and (ii) such Images on Your Site(s) for the purpose of promoting Our Sites. We reserve the right from time-to-time to subject your usage of any Image or Trade Mark pursuant to the foregoing licence to such territorial or geographical limitations as we may in our absolute discretion determine on written notice to you. You are not authorised to modify or amend any of these Licensed Materials but you may re-size the Licensed Materials if you maintain the original ratios. This licence may not be sub-licensed, assigned or otherwise transferred by you in any manner.
7.2 In relation to the Licensed Materials, you are not authorised to do the following without first obtaining our permission in writing:
7.3 In respect of any matter to which Clause 7.2 above applies, you will inform us:
In all cases you will be required and you hereby agree to transfer the domain name, search term, sub-domain name or Trade Mark (as the case may be) or the benefit of any application for them, free of charge, to any company we nominate. Until the relevant domain name, search term, sub-domain name or Trade Mark or application for the same is transferred to our nominated company, you will hold that asset for and on behalf of us (or any nominated company in our sole discretion) wholly and exclusively and you will not allow the relevant registration (or application) to lapse but will instead maintain it in accordance with our directions. YOUR OBLIGATION TO TRANSFER INTELLECTUAL PROPERTY RIGHTS REGISTERED OR APPLIED TO BE REGISTERED AS ENVISAGED IN CLAUSE 7.3 EXTENDS TO INTELLECTUAL PROPERTY RIGHTS REGISTERED OR APPLIED TO BE REGISTERED PRIOR TO THE DATE UPON WHICH THESE TERMS TAKE LEGAL EFFECT BETWEEN US. We may, at our sole discretion, withhold all Commission payments that may be due to you until the relevant intellectual property is vested in our nominated company to our satisfaction.
7.4 You hereby acknowledge that all information relating to all of the Qualified Players (including all personal data, as that term is defined in Article 4 of the GDPR) is our exclusive and sole property to the extent permitted by law and that you have and shall have no rights therein whatsoever.
7.5 We and each and every one of our Group entities reserve all of our Intellectual Property Rights in the Licensed Materials and Trade Secrets. You will not assert the invalidity, unenforceability or contest the ownership of the Licensed Materials or Trade Secrets in any action or proceeding whatsoever and shall not take any action that may prejudice any Group entity's rights in the Licensed Materials or in the Trade Secrets.
7.6 Nothing herein shall be considered or understood to be a transfer by us or any Group entity of ours to you of any rights whatsoever in the Licensed Materials or Trade Secrets or any other of our or their Intellectual Property Rights whatsoever. All goodwill in the Licensed Materials generated as a result of your use of the Licensed Materials (and in particular the Trade Marks) under these Terms shall belong to us and you agree to execute any document necessary to transfer such goodwill to us.
8.1 The relationship between you and TSG will be that of independent contractor and nothing in these Terms shall render you an employee, agent or partner of TSG or any Associate or be deemed to create any such relationship between you and TSG. Furthermore, you shall not hold yourself out as having any such relationship with TSG.
8.2 You shall be solely responsible for the payment of any income or similar taxes or related payments imposed or levied by any applicable jurisdiction or any governmental authority therein or thereof on any amounts paid by TSG to you under these Terms, including the applicable Commission and you shall indemnify TSG and shall keep TSG fully and effectually indemnified from and against any liability or expense in connection with such taxes or other payments (save to the extent such recovery is prohibited by law).
8.3 All amounts paid or payable to you under these Terms is exclusive of Value Added Tax. Unless TSG notifies you otherwise, you shall be responsible for submitting to the relevant tax authority any tax (including Value Added Tax) payable in respect of any fees you have received pursuant to these Terms.
8.4 For the avoidance of doubt, these Terms shall not, in any way, be construed so as to create a partnership or any kind of joint undertaking or venture between the parties hereto.
8.5 You acknowledge that you will solely be responsible for (a) determining whether or not you should be registered for Value Added Tax and issuing appropriate Value Added tax invoices accordingly; and (b) the payment of all income taxes, and TSG reserves the right to deduct any withholding tax on payments made to you as required by law, provided that TSG provides you with official confirmation from the relevant tax authorities.
To the extent that we share any TSG Personal Data with you, the terms of this clause shall apply to your processing of such data.
9.2 You hereby undertake that you will:
10.1 These Terms shall commence and come into effect from the date of your submission of your Application Form and, subject always to our acceptance of your Application Form and confirmation of your membership of the Stars Affiliate Club Program shall continue in full force until they are terminated in accordance with the provisions for termination set out in these Terms.
10.2 You may terminate these Terms at any time, with or without cause subject to providing us with prior written notice. We may terminate these Terms at any time, with or without cause, subject to providing you with no fewer than seven (7) days' prior written notice (except where you are entering into these Terms to join the Stars Affiliate Club Programme in Italy, where we may only terminate these Terms in accordance with the remainder of this Clause 10).
10.3 In the event of the occurrence of any of the following:
we will have the right in our entire discretion to: (a) suspend these Terms until such time as you have remedied your non-compliance at our direction and to our reasonable satisfaction (and where you fail to do so, we may terminate these Terms); or (b) terminate these Terms immediately; and (c) in any case, withhold from you any Commission accrued to or for your benefit either: (a) temporarily, pending and subject to your remedying your non-compliance to our reasonable satisfaction at our direction, whereupon you will be entitled to such accrued Commission; or (b) permanently, where either you fail to remedy your non-compliance to our reasonable satisfaction at our direction or where we have terminated these Terms immediately.
10.4 In the event that you make any assignment for the benefit of your creditors or make any composition with creditors; or have appointed, or shall be the subject of any notice of a receiver or holding company; or shall be the subject of a voluntary or compulsory liquidation (other than for the purpose of a solvent reconstruction or amalgamation); or are made the subject of any administration order or insolvency procedure or such analogous event; or cease to carry on business or (being a natural person) are deemed either unable to pay your debts or as having no reasonable prospect of so doing we may terminate these Terms immediately.
10.5 Without limiting any other of our rights and remedies, we may terminate these Terms immediately if we determine in our sole discretion that you have become a competitor of ours and/or any other entity within our Group.
10.6 We shall further have the right to terminate these Terms with immediate effect on the provision of written notice to you:
10.7 Termination of these Terms shall not extinguish either of the parties' obligations under these Terms which by their intention or context are intended to survive the termination of these Terms.
10.8 Notwithstanding Clause 10.7 above and for the avoidance of doubt, you agree that we shall not be liable to pay any Commission for Qualified Players where such Qualified Players are generated by the Link(s) and/or Marketing Codes following the termination of these Terms.
10.9 Following the termination of these Terms and the payment to you of monies due to you as at the time of termination (save where Commission is withheld at our option in accordance with Clause 10.3.3 above), we shall have no obligation to make any further Commission payments to you. For the avoidance of doubt, this means that if the agreement between us represented by these Terms is terminated, you will receive no Commission for Qualified Players in respect of the period after termination: you will only receive Commission due to you up to the date of termination and not afterwards.
10.10 Upon termination:
11.1 You acknowledge that neither Our Sites nor the associated software will be error-free or uninterrupted and that neither we nor any of our Group entities will be liable for the consequences of any errors or interruptions. Further, neither we nor any of our Group Entities make any representation or warranty, express or implied to you as to any matter contemplated by these Terms including the quality, merchantability, fitness for particular use or suitability of Our Sites or the associated software.
11.2 Under no circumstances shall either party be liable to the other for indirect, incidental, consequential, special or exemplary damages (including any loss of revenue, profits or data) arising from any provision of these Terms or matters related to these Terms. Our aggregate maximum liability arising with respect to these Terms for any reason will not exceed the total Commissions paid or payable to you pursuant to these Terms. The term "indirect, incidental, consequential, special or exemplary damages" as used in this Clause 11.2 does not include any additional or increased direct costs incurred by TSG and/or any of our Group entities caused by your breaches of these Terms.
11.3 You represent and warrant that you have independently evaluated the desirability of acting as an affiliate of TSG and, other than as set forth herein, are not relying on any representation, guarantee or statement made by us.
You will defend, indemnify and hold TSG and our Group entities and our shareholders, directors, officers, employees, agents, representatives, successors and assigns harmless from and against any and all liabilities, losses, damages and costs, including attorney's fees and costs and, for the avoidance of doubt, any fine or penalty imposed by a Gambling Authority, directly or indirectly resulting from, arising out of, or in any way connected with: (a) any actual or alleged breach by you of any warranty, representation or undertaking by you contained in these Terms; (b) the performance of your duties and obligations under these Terms; (c) your negligence in performing your duties and obligations under these Terms; and/or (d) your negligence or intentional acts or omissions or the unauthorised use of the Link(s); and (e) any Tax required to be paid by you arising from or as a result of any fees payable to you from TSG pursuant to these Terms. You shall also indemnify and hold TSG and our Group entities and our officers, shareholders, employees, directors, agents, successors and assigns harmless at all times from any and all third party claims, actions, suits, demands, damages, losses, liability and all costs and expenses (including, but not limited to, attorneys' fees) relating to the development, operation, maintenance and content of Your Site(s).
All trade secrets, commercially sensitive information and any and all information concerning TSG and our Group entities' operations, structure, personnel, principals, or any other data that can reasonably be considered internal-only information shall be kept in strict confidence by you. This includes (but is not limited to) any correspondence between us and you and any information regarding the number of players on Our Sites, Rake amounts and any other financial, statistical or other information that is provided by us to you, whether or not such information includes a mark affirming its confidentiality. All this information shall remain confidential after the expiry of these Terms until such times as the information ceases to be confidential, other than by breach of these Terms or any additional confidentiality agreement that we have required you to sign. We may require you to sign a confidentiality agreement if, at our sole discretion, we determine that the information to be conveyed to you warrants such additional covenants of confidentiality.
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.
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.
Last revised: April 7, 2022