Terms and Conditions

1. Definitions used in these Terms

1.1 When used in these Terms each of the following words or phrases shall have the meanings set out below. Capitalised words and phrases that are not defined below (especially those relating to the calculation and payment of Commission) are defined in Clause 4 (Your Commission) below:

1.2 The headings of the individual clauses of these Terms are solely for the sake of convenience and will not be taken into account in the interpretation of these Terms.

1.3 Where the context requires, words in the singular shall include the plural and vice versa.

1.4 A phrase introduced by the term “including”, “includes”, “such as”, “for example” or “in particular” means “including without limitation” and shall not limit the sense of the words preceding that term.

1.5 A reference to any statute, statutory provision or statutory instrument includes a reference to that statute, statutory provision or statutory instrument together with all rules and regulations made under them and as from time to time amended, consolidated or re-enacted.

2. How to join the Stars Affiliate Club Program

2.1 What you must do to join.

In order to join the Stars Affiliate Club Program you must complete and send to us the Application Form which is available at 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. 

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 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) 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, you promote a site or display content from such site in any applicable jurisdiction where such a site is not permitted to distribute, market or advertise its products and services. The following are non-exhaustive examples of content that we consider to be unacceptable: (i) content that is obscene or indecent, including for these purposes sites that contain or display both so-called ‘hard’ and ‘soft’ adult content; (ii) content that is discriminatory in any way, including on the basis of gender, race, religion, disability or sexual orientation; (iii) content that is hostile or offensive, including so-called ‘hate speech’ and threats or incitements to violence; (iv) content that fails to respect the legal rights of others (including infringement of the Intellectual Property Rights of others, such as file-sharing, torrent or pirate sites or other forms of intellectual property piracy) or which is defamatory of others; (v) content promoting illegal or unlicensed gambling sites to a regulated jurisdiction; (vi) content that is aimed at, targets or is likely to appeal to persons aged under 18, feature any persons who are or who appear to be aged under 25, or promote irresponsible, compulsive or addictive forms or modes of gambling; or (vii) any advertisement, promotion, instruction, exhortation, encouragement or incentivisation of any Qualified Player either to deposit or stake a specific amount of money or to gamble for a specific period of time (and such practice shall also amount to fraudulent activity on your part for the purposes of Clause 4.9 of these Terms).

3. Successful applications: your engagement as a Stars Affiliate Club member

3.1 Confirmation of your membership of the Stars Affiliate Club Program. Where we accept your application to join the Stars Affiliate Club Program the following shall apply:

• 3.1.1 We will send you written confirmation (which may be by email) of our acceptance of your application which will include the details of your initial Reward Plan(s), including applicable Tracker, Marketing Code and/or Commission for each Reward Plan.
• 3.1.2 From time to time we may introduce new Reward Plan(s), the details of which may be agreed with and/or notified to you by email, and which will be published on the relevant page of the Stars Affiliate Club Program Site.
• 3.1.3 Each Reward Plan has a duration of 24 months and will automatically terminate at the end of that 24 month period without notice to you, unless otherwise agreed with us in writing (including via email).
• 3.1.4 You may have multiple active Reward Plans with us at one time, as you may have multiple active Trackers and/or Marketing Codes with corresponding Commissions payable.
• 3.1.5 Reward Plans (including applicable Commission) are subject to amendment, extension or termination by us from time to time pursuant to Clause 10.3.
• 3.1.6 From the date of our written confirmation (pursuant to Clause 3.1.1) until such time as your membership of the Stars Affiliate Club Program terminates (pursuant to Clause 10) you will have the right to market and promote Our Site(s) on Your Site(s) solely - and only - by placing Our Trackers and/or Marketing Codes on Your Site(s) and subject at all times to all the rest of these Terms.
• 3.1.7 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 Trackers or Marketing Codes (the foregoing shall not prevent you from changing the dynamic parameter portion of your Tracker); (b) create or publish or otherwise disseminate any other 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 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:

• 3.2.1 Regulatory compliance: you agree to comply with all of the laws and regulations applicable to Your Site(s) and with any laws and regulations applicable to Our Sites, in particular those which the terms of our gambling licences 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 Tracker(s) and Marketing Code(s). These guidelines will be posted on the Stars Affiliate Club Program Site. They may be amended from time to time by us in our sole discretion and you should therefore visit the Stars Affiliate Club Program Site regularly 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-license your rights or subcontract your obligations under these Terms, in whole or in part, to any third party. The Tracker(s) and the Marketing Code(s) 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 to any other person for any manner of use.
• 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 Sites at any time.
• 3.2.5 No obligation on TSG to operate Our Sites: 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 Sites, either at all or in relation to any particular markets, languages, territories or products.
• 3.2.6 Information provision: You agree to provide us with all such information as we may reasonably request for regulatory purposes, including as may be requested by us in relation to any reports or information that we may wish or need to provide to any Gambling Authority.
• 3.2.7 Your Site(s): You agree that you are solely responsible for the development, operation and maintenance of Your Site(s) and for all materials that appear on Your Site(s) at any time. You will ensure that no material appears at any time on Your Site(s) which results or could result in Your Site(s) being confused with Our Sites.
• 3.2.8 Conflicts of interest: You will not market or promote Your Site(s) in any way which might compete with our and/or our Group’s own marketing efforts, unless you have received prior written approval from us specifically permitting you to do so. By way of example only, the following activities will be considered to be activities, which if undertaken by you would compete with our Group’s own marketing efforts and which would therefore be prohibited by this Clause 3.2.8:
  • (i) the placement of Tracker(s) on any internet sites on which our Group places advertisements for Our Sites;
  • (ii) placement of a Tracker on any internet site other than Your Site(s); and
  • (iii) the promotion of Our Sites by you by way of keyword advertising with internet search engines,
• 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, professional poker players, associated talent/celebrities, in any forum including any social media platforms.
• 3.2.10 Communication. You must ensure that we possess up-to-date contact details for the person or persons within your business who have responsibility for the performance of these Terms whereby such person or persons may be contacted by us both during normal business hours of 0900 to 1730 as well as on an emergency basis outside those hours and on weekends and public holidays. If we are unable to contact you, having tried no fewer than three (3) times using such details, you will be deemed to be in material breach of this Clause.

A breach by you of this clause 3.2 will constitute a material breach of these Terms and we will have the right in our sole 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: (i) 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 (ii) permanently, where either you fail to remedy your non-compliance to our reasonable satisfaction at our direction or where we have terminated these Terms.

3.3 Anti Bribery, money laundering, counter terrorism financing and due diligence. 

• 3.3.1 You agree, upon our request, to submit to us copies of any personal documentation in order for us to complete our customer and business due diligence obligations in accordance with applicable laws, such as counter-terrorism, anti-money laundering laws and regulations, in force from time to time. Such personal documentation may include a copy of your passport or other government issued identification or (if you are a company) such corporate documents as we may specify.
• 3.3.2 In performing your obligations under these Terms, you warrant that you will comply with all applicable rules, laws, and regulations, including all applicable anti-corruption, anti-money laundering and bribery rules, laws and regulations, including those governing the providing of incentives, inducements, kickbacks, gratuities or bribes under the U.S. Foreign Corrupt Practices Act of 1977 (15 U.S.C. §§ 78dd-l, et seq.), the Canadian Corruption of Foreign Public Officials Act 5.C. 1998, c.34, and the UK Anti-Bribery Act 2010 which preclude giving, offering or agreeing to give anything of value to government officials or holders of and candidates for public office or political parties, their families and agents, directly or indirectly, in connection with obtaining or maintaining contracts or orders or obtaining other benefits. The foregoing anti-corruption and bribery legislation also requires complete and accurate record-keeping, which you must maintain throughout the period that you are a member of the Stars Affiliate Club and thereafter as the relevant rule, law or regulation may prescribe.

3.4 Marketing and promotion.

• 3.4.1 Use of Tracker(s) and Marketing Codes.. You agree to place the Tracker(s) or Marketing Code(s) on Your Site(s) and to ensure that the Tracker(s) are properly formatted at all times. You will not create any link from Your Site(s) to Our Sites other than the Tracker(s) without our prior written consent nor will you modify any of the Tracker(s) without our prior written approval.
• 3.4.2 Banners. You will only place banners forming part of the Tracker(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 Tracker(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, or our reputation and goodwill or any of our other Intellectual Property Rights.
• 3.4.4 Good practice. You will use your best efforts to promote Our Sites in a manner that is consistent with good business industry practice and which does not reflect adversely upon or bring into disrepute our name, image or reputation or that of our Group, including the brands “PokerStars”, “PokerStars Sports”, “PokerStars Casino” and “PokerStars Vegas”.
• 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 Sites 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 limitations applying to Our Sites or to your activities which are: (i) imposed by applicable laws and regulations, (ii) imposed under the various gambling licence(s) applicable to Our Sites, or (iii) otherwise directed to you by us from time to time, including only marketing any of Our Sites which are targeted at and/or 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 Sites including any instruction received from us requesting you to post on Your Site(s) information regarding new features and promotions on Our Sites and any instructions such as style guidelines that we may issue in relation to the Licensed Materials generally.
• 3.4.8 No incentivisation of players. You agree that you will neither offer nor provide incentives (financial or otherwise) to any Qualified Players or any potential Qualified Players without our prior written approval nor will you undertake 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).
• 3.4.9 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(s). Where you publish on any of Your Site(s) any advertising for Our Sites 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:
  1. 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 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;
  2.  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;
  3. 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;
  4. 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
  5. 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

• 3.5.1. These Terms do not grant you the right to assign or sub-license your rights and/or subcontract your obligations to any Sub-Affiliates, whether via an affiliate network that you operate or otherwise.
• 3.5.2 You may only operate a Sub-Affiliate network, or enter into any other arrangement with a Sub-Affiliate, whereby a Sub-Affiliate(s) promotes Our Sites in return for a share of your Commission, with our prior written consent. When seeking our consent, you must identify each Sub-Affiliate and the websites that they intend to promote Our Sites on (each a “Designated Sub-Affiliate Site”). We shall approve or reject your request for consent at our sole discretion and may consent to certain Sub-Affiliates but not others, or certain Designated Sub-Affiliate Sites but not others.
• 3.5.3 If we consent to you operating a Sub-Affiliate network, or entering into any other arrangement with a Sub-Affiliate, you shall procure that all such approved Sub-Affiliate(s): (a) only advertise Our Sites on the approved Designated Sub-Affiliate Sites; and (b) comply with these Terms at all times. In the event that a Sub-Affiliate undertakes any act or omission that is non-compliant or inconsistent 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 any Sub-Affiliate(s) to promote Our Sites, you acknowledge and agree that: (a) you shall be responsible for the payment of any agreed portion of your Commission to the Sub-Affiliate; and (b) we shall have no liability to pay any amounts to the Sub-Affiliate.

4. Your Commission

4.1 In this Clause 4, the following defined words and phrases shall have the meanings set out below:

4.2 Right to Commission. Subject to your compliance with these Terms and subject 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), or Cost Per Install (CPI)) (the “Commission”). You agree that:

1. we will confirm the applicable Commission for each of your initial Reward Plan(s) when we send you our written acceptance of your application pursuant to Clause 3.1.1;
2. your applicable Commission from time to time in respect of each active Reward Plan will be published on the relevant page of the Stars Affiliate Club Program Site;
3. to keep a Reward Plan active and therefore be entitled to payment of Commission under that Reward Plan, you must generate at least 1 Qualified Player for each of Our Sites which you market pursuant to that Reward Plan for each consecutive period of 90 days commencing on the start date of that Reward Plan. If you do not generate at least 1 Qualified Player for each consecutive period of 90 days, the relevant Reward Plan will be deemed inactive, and we may terminate that Reward Plan immediately without notice to you;
4. if the form of Commission that you receive from us is Revenue Share Commission (or a form of Commission that includes Revenue Share Commission in part) and in any one month the base amount on which the Revenue Share Commission is calculated (being: (a) PS Gross Poker Revenue less Poker Expenses; (b) Betting Gross Revenue less Betting Expenses; or (c) PS Casino Gross Revenue less Casino Expenses attributable to the PS Casino Site only) is negative, no Revenue Share Commission shall be payable for such month and the negative amount shall be carried forwards to the next month and (to the extent necessary) subsequent months and set off against the base amount for the purposes of calculating the Revenue Share Commission due for such following month or subsequent month(s);
5. if you are designated by us as marketing the PS Sites, any Revenue Share Commission due to you will be based a Qualified Player’s poker activity on the PS 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 PS Sites; or (b) any activity undertaken by the Qualified Player whatsoever on any other of Our Sites);
6. if you are designated by us as marketing the Betting Site, any Revenue Share Commission due to you shall be based on a Qualified Player’s activity on all of Our Sites; and
7. if you are designated by us as marketing the PS Casino Sites, any Revenue Share Commission due to you shall be based on a Qualified Player’s activity on all of Our Sites.

Please note the provisions of Clause 10.10 below which makes clear that your right to receive any Commission ceases when these Terms are suspended, terminated or otherwise come to an end for any reason.

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.

Your Commission:

• 4.3.1 will only start to be paid to you in relation to any one (1) of Our Sites at such time as the Commission generated in respect of that individual Site equals or exceeds the Threshold Commission applicable to that individual Site;
• 4.3.2 will be payable for the duration of the relevant Reward Plan, for up to a maximum of 24 months. For the avoidance of doubt, in the case of Revenue Share Commission, your Revenue Share Commission in respect of each Qualified Player will commence on the date when that internet user first opens a User Account as part of the process of becoming a Qualified Player (“Commencement Date”) and will cease on the earlier of: (i) the date on which the relevant Reward Plan ends; or (ii) the date which is 24 months after the Commencement Date; and
• 4.3.3 will cease to be payable on the date when these Terms and/or the relevant Reward Plan is terminated or comes to an end for any reason, even if that date is within the 24 month 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 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  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 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:

• 4.6.1 the following individuals may not and will not qualify as Qualified Players:

(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

• 4.6.2 you may not and will not sign up for a User Account using the Tracker(s) or Marketing Codes and may not in your personal capacity qualify as a Qualified Player.

4.7 Not used.

4.8 Calculation and payment of Commission. The Commission will be calculated and paid as follows:

• 4.8.1 Use of Trackers & Marketing Codes. In order to calculate the Commission due to you, we will use the Trackers and/or Marketing Codes provided by us and as used by you. You must use these correctly and in accordance with any instructions that we give you and we will have no obligation to pay you any Commission if you fail to use the Trackers and/or Marketing Codes, or use them incorrectly or in a manner contrary to our instructions from time to time. Note that our calculation of Commission is based on registrations that are tracked through the Trackers and/or Marketing Codes and may not reflect results from other tracking tools (such as but not limited to pixel tracking) that may be in operation.

• 4.8.2 Our calculations are final. You agree that our measurements and calculations in relation to the calculation and payment of Commission shall be final and not subject to review or appeal, save in the case of manifest error.

• 4.8.3 Accounting periods. We will account to you for the Commission due to you on a per-calendar month basis and pay you the Commission due in respect of any calendar month no later than thirty-one (31) days after the end of the calendar month in which the Commission arose. For example, the Commission due to you in relation to the calendar month of June 2024 will be paid to you no later than 31st July 2024.

• 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 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 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. Your Representations and Warranties

5.1 You represent, warrant and undertake to us and to the other entities comprising our Group as follows:

• 5.1.1 that you have the ability, experience, expertise and resources to perform all of your obligations as set out in these Terms;

• 5.1.2 that at no time will any of Your Site(s) contain, or link to, content that : (i) is obscene or indecent, including for these purposes both so-called ‘hard’ and ‘soft’ adult content; (ii) is discriminatory, including on the basis of gender, race, religion, disability or sexual orientation; (iii) is hostile or offensive, including so-called ‘hate speech’ and threats or incitements to violence; (iv) fails to respect the legal rights of others, including infringements of the Intellectual Property Rights of 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;

• 5.1.4 that you have evaluated the laws (and in particular all laws relating to the promotion of remote gambling) relating to your activities and obligations as envisaged and set out in these Terms and have concluded that you can enter into these Terms and fulfil your obligation as set out in them without violating any applicable rule of law;

• 5.1.5 you have complied and will continue to comply throughout the duration of your participation in the Stars Affiliate Club Program, with all applicable tax obligations and duties (such as but not limited to payments, returns and filings) that concern or relate to any and all amounts paid to you by us pursuant to these Terms; and

• 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. Home Games

6.1 Home Games enable players to invite friends and close community members to play poker and other games regardless of where they are in the world. Players can choose to compete in ring games and tournaments using Home Games, across a huge variety of poker variants allowing that player to experience the convenience, competition and fun in playing online games with people they know. Any use by you of Home Games should contribute to and be consistent with this philosophy of Home Games. Player data, rankings, club statistics and many other game results (“Data Tools”) are provided via Home Games, all with the sole aim of furthering the user’s social and competitive experience amongst friends or close community members. None of the Data Tools nor any information derived from such Data Tools may be used or provided to any Club Manager, Club Member or other third party for any financial benefit. We reserve the right, if we find or suspect any abuse of the philosophy of Home Games or that any Data Tool, or information derived from any Data Tool, is being used by you or has been used by you for any financial benefit, to suspend your use of Home Games and/or to close the related Club at any time, in our sole discretion.

6.2 You are hereby granted the limited, non-exclusive, non-transferable right to market and promote Home Games by placing the Marketing Codes and/or Trackers on Your Site(s) as part of the licence granted pursuant to Clause 3.1 above. Any Club created through any unauthorised marketing and promotion will be immediately closed. 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 Tracker HOWEVER it is strictly prohibited for any third party, including users of Your Site(s) and any Club Manager or any Club Member, to invite potential Members to a Club by use of the Tracker and/or the Marketing Code supplied to you under these Terms.

6.4 You are strictly prohibited from including any Marketing Code and/or Tracker supplied to you hereunder, or any inducement whatsoever, in any invitation sent by you to any third party, including 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 users of Your Site(s), to invite potential Members to a Club by use of the Tracker 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 have the right to take any action we deem fit including, the closing of any relevant Club and/or the termination of these Terms, at our sole discretion.

7. Intellectual Property Rights

7.1 We will make available to you from time to time certain of our Trade Marks and Images (the selection being as determined by us in our absolute discretion). We hereby grant you a limited, non-exclusive, non-transferable and revocable licence to use: (i) such Trade Marks solely in connection with the placing of the Tracker(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:

• 7.2.1 register or apply to register a domain name; or

• 7.2.2 bid on any internet search engine for a search term; or

• 7.2.3 use any sub-domain name; or

• 7.2.4 open or operate any social media account which uses any relevant 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 RIGHTS REGISTERED OR APPLIED TO BE REGISTERED AS ENVISAGED IN CLAUSE 7.3 EXTENDS TO INTELLECTUAL PROPERTY RIGHTS REGISTERED OR APPLIED TO BE REGISTERED PRIOR TO THE DATE UPON WHICH THESE TERMS TAKE LEGAL EFFECT BETWEEN US. We may, at our sole discretion, withhold all Commission payments that may be due to you until the relevant intellectual property is vested in our nominated company to our satisfaction.

7.4 You hereby acknowledge that all information relating to all of the Qualified Players (including all personal data, as that term is defined in Article 4 of the GDPR) is our exclusive and sole property to the extent permitted by law and that you have and shall have no rights therein whatsoever.

7.5 We and each and every one of our Group entities reserve all of our Intellectual Property Rights in the Licensed Materials and Trade Secrets. You will not assert the invalidity, unenforceability or contest the ownership of the Licensed Materials or Trade Secrets in any action or proceeding whatsoever and shall not take any action that may prejudice any Group entity’s rights in the Licensed Materials or in the Trade Secrets.

7.6 Nothing herein shall be considered or understood to be a transfer by us or any Group entity of ours to you of any rights whatsoever in the Licensed Materials or Trade Secrets or any other of our or their Intellectual Property Rights whatsoever. All goodwill in the Licensed Materials generated as a result of your use of the Licensed Materials (and in particular the Trade Marks) under these Terms shall belong to us and you agree to execute any document necessary to transfer such goodwill to us.

8. Status and Taxes

8.1 The relationship between you and TSG will be that of independent contractor and nothing in these Terms shall render you an employee, agent or partner of TSG or any of our Group entities or be deemed to create any such relationship between you and TSG. Furthermore, you shall not hold yourself out as having any such relationship with TSG.

8.2 You shall be solely responsible for the payment of any income or similar taxes or related payments imposed or levied by any applicable jurisdiction or any governmental authority therein or thereof on any amounts paid by TSG to you under these Terms, including the applicable Commission and you shall indemnify TSG and shall keep TSG fully and effectually indemnified from and against any liability or expense in connection with such taxes or other payments (save to the extent such recovery is prohibited by law).

8.3 All amounts paid or payable to you under these Terms is exclusive of Value Added Tax. Unless TSG notifies you otherwise, you shall be responsible for submitting to the relevant tax authority any tax (including Value Added Tax) payable in respect of any fees you have received pursuant to these Terms.

8.4 For the avoidance of doubt, these Terms shall not, in any way, be construed so as to create a partnership or any kind of joint undertaking or venture between the parties hereto.

8.5 You acknowledge that you will solely be responsible for (a) determining whether or not you should be registered for Value Added Tax and issuing appropriate Value Added tax invoices accordingly; and (b) the payment of all income taxes, and TSG reserves the right to deduct any withholding tax on payments made to you as required by law, provided that TSG provides you with official confirmation from the relevant tax authorities.

9. Data Protection and Privacy

9.1 To the extent that we share any TSG Personal Data with you, the terms of this clause shall apply to your processing of such data.

• 9.1.1 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 these Terms;

• 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 Data;

• 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, controller, processor and data subject as used in this Clause shall have the meanings ascribed to them by Article 4 of the GDPR.

9.2 You hereby undertake that you will:

• 9.2.1 take appropriate technical and organisational measures (and shall ensure that such measures are taken by any person to whom it is authorised to disclose TSG 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 Personal Data;

• 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’ to comply with all Data Protection Legislation and will take reasonable steps, including at the reasonable direction of TSG, to ensure compliance with those measures;

• 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 these Terms; and (ii) you shall remain primarily liable for the acts and omissions of such third party;

• 9.2.6 immediately notify us if you become aware of a data security breach involving TSG 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 the 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 to us;

• 9.2.8 cooperate with and provide reasonable assistance to (at your own cost) data protection regulators and us in relation to the regulatory requirements of any relevant data protection authority, including promptly providing information that we reasonably request from time to time;

• 9.2.9 not modify, amend or alter TSG Personal Data or permit modification, amendment or alteration to TSG Personal Data, or disclose, or permit disclosure, to any third party without our prior written consent;

• 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 these Terms.

10. Term and Termination

10.1 These Terms shall commence and come into effect from the date of your submission of your Application Form and, subject always to our acceptance of your Application Form and confirmation of your membership of the Stars Affiliate Club Program, shall continue in full force until they are terminated in accordance with the provisions for termination set out in these Terms.

10.2 You may terminate these Terms at any time, with or without cause, subject to providing us with prior written notice. We may terminate these Terms at any time, as a whole or in respect of one or more territories, with or without cause, subject to providing you with the following prior written notice:

• 10.2.1 where you are part of the Stars Affiliate Club Programme in Italy, we will provide you with no fewer than 15 days’ prior written notice of termination in respect of Italy; 

• 10.2.2 where you are part of the Stars Affiliate Club Programme in any other territories, we will provide you with no fewer than 7 days’ prior written notice of termination in respect of those territories.

Upon termination of these Terms as a whole or in respect of one or more territories, your membership of the Stars Affiliate Club Program, including all active Reward Plans, shall terminate (as a whole or in respect of those territories). For the avoidance of doubt, in some circumstances we may terminate these Terms (and all active Reward Plans) in respect of one or more territories only, and your membership of the Stars Affiliate Club Program may continue in respect of those territories which have not been terminated.

10.4 In the event of the occurrence of any of the following:

• 10.4.1 in our reasonable opinion, you are in breach or have breached any of these Terms, or have acted in a manner which is inconsistent with the licensing objectives as set out in Clause 3.4.9(d); 

• 10.4.2 where applicable, your player account opened with us is closed by us or our Group entities for any reason whatsoever;

• 10.4.3 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; or

• 10.4.4 we consider in our reasonable discretion that you are unable, unprepared or unwilling to comply with any of your obligations in these Terms that relate to the socially responsible advertising and promotion of gambling;

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.

10.5 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.

10.6 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.

10.7 We shall further have the right to terminate these Terms with immediate effect on the provision of written notice to you:

• 10.7.1 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

• 10.7.2 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

• 10.7.3 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 Sites or any services or games available on any of Our Sites, or any part thereof.

10.8 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.

10.9 Notwithstanding Clause 10.8 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 Tracker(s) and/or Marketing Codes following the termination of these Terms and/or the relevant Reward Plan for any reason.

10.10 Following the termination of these Terms or a Reward Plan 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 10.4 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, or if a Reward Plan 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.

10.11 Upon termination:

• 10.11.1 you must immediately remove from Your Site(s) and cease to use all Tracker(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;

• 10.11.2 you must promptly return to us any confidential information in your control or possession in whatever form;

• 10.11.3 all licences and rights granted hereunder to you shall immediately terminate; provided that the above shall not prevent you linking to the homepage of Our Sites to the extent that you do so for your own personal, non-commercial use in connection with Home Games.

11. Disclaimer and Limitation of Liability

11.1 You 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.

12. Indemnity

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 Tracker(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).

13. Confidentiality

All trade secrets, commercially sensitive information and any and all information concerning TSG and our Group entities’ operations, structure, personnel, principals, or any other data that can reasonably be considered internal-only information shall be kept in strict confidence by you. This includes (but is not limited to) any correspondence between us and you and any information regarding the number of players on Our Sites, Rake amounts and any other financial, statistical or other information that is provided by us to you, whether or not such information includes a mark affirming its confidentiality. All this information shall remain confidential after the expiry of these Terms until such times as the information ceases to be confidential, other than by breach of these Terms or any additional confidentiality agreement that we have required you to sign. We may require you to sign a confidentiality agreement if, at our sole discretion, we determine that the information to be conveyed to you warrants such additional covenants of confidentiality.

14. Independent investigation

You confirm that you have read these Terms, have consulted with your own legal advisors, and understand and agree to all the terms and conditions set out in these Terms. You confirm that you have independently evaluated the desirability of participating in the Stars Affiliate Club Program and you are not relying on any representations, guarantee or statement other than as set forth in these Terms.

15. Changes to these Terms

We reserve the right to change any provision of these Terms at any time at our sole discretion and acting unilaterally without reference to you or your consent and without incurring any liability to you. 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 10.2 OF THESE TERMS. THIS TERMINATION RIGHT IS YOUR ONLY REMEDY IN RELATION TO ANY CHANGES MADE BY US TO THESE TERMS.

16. General

16.1 All notices under these Terms must be in writing. Notices sent from you to us shall be sent to support@starsaffiliateclub.com. Notices sent from us to you shall be sent to the most up-to-date contact details held by us pursuant to Clause 3.2.10. All notices shall be deemed received: (i) if delivered by email, they will be deemed received on the date and at the time they are sent; (ii) if delivered personally by hand, they will be deemed received on the date and at the time they are delivered; or (iii) if delivered by prepaid tracked courier service (domestic or international), they will be deemed received on the sooner of the date and time they are actually delivered, or 1 Business Day after sending if the service is domestic and 3 Business Days after sending if the service is international. For the avoidance of doubt, if we elect to send a notice to you via email in accordance with option (i) and such email is undeliverable due to your failure to maintain your contact details pursuant to Clause 3.2.10, we will not be in breach of this Clause 16.1 and the notice will be deemed received by you.

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 England. You irrevocably agree that, subject as provided below, the courts of England 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 agree 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.

16.9 You may not, directly or indirectly, assign, subcontract or otherwise transfer or delegate, to any third Party your rights and/or duties under these Terms, in whole or in part, except with our prior written consent. We may at any time, directly or indirectly, assign, subcontract or otherwise transfer or delegate or deal in any other manner with any or all of our rights under these Terms.

16.10 We shall be entitled to exercise any of our rights and/or fulfil any of our obligations under these Terms (including our payment obligations) through any of our Group entities.

Last updated: August 25, 2025