Terms and Conditions
The PokerStars Partners 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 Interactive Services Limited (an
associated entity within the group of companies that operates the
PokerStars, BetStars, PokerStars Casino and/or Full Tilt websites
and/or brands, including for and on behalf of REEL Italy Limited)
once we have approved your application to be a member of the
PokerStars Partners 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
PokerStars Partners 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 PokerStars Partners Program Site. If you do
not agree with any part of these Terms, then you should not apply
to join the PokerStars Partners Program.
Once we have accepted your application
to join the PokerStars Partners Program you should print and save a
copy of these Terms for your future reference as well as our email
confirming our acceptance of your application, your player referral
tracker and marketing codes, and your selected commission payment
option of revenue share commission or payment-per-referred
player.
PokerStars Partners: Legally Binding
Terms and Conditions
Terms
Who is Who in these Terms?
The following Terms and Conditions represent the legally binding
agreement which will govern your participation in our
PokerStars Partners Program. We refer to these
Terms and Conditions as the "Terms". References to
"we" or "us" or
"our" or "TSG Interactive" are references
to TSG Interactive Services Limited, a company incorporated under
the laws of the Isle of Man and whose details are set out in the
Terms, but also includes references to any other of our group
companies who from time-to-time may be involved in the operation of
our "PokerStars", "BetStars" "PokerStars
Casino" and "Full Tilt" websites or
brands. References to "you" or "your" are
references to you the person who applies to join the
PokerStars Partners Program and who agrees to
these Terms.
How do I indicate my agreement to these Terms?
By ticking the "Accept" box during the
registration process you are agreeing to these Terms and - subject
always to our acceptance of your Application Form - entering into a
legally binding agreement with us on these Terms. You should note
that these Terms apply to you not just in the current form as set
out below but as we may change them from time to time in accordance
with our rights to change the Terms as set out in the Terms. You
will be bound by - and subject to - any such changes.
Main Terms at a Glance: where do I find the relevant
terms of my contract with you?
You should take care to read and understand all of the Terms
because all of the Terms apply to your membership of the
PokerStars Partners 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?
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Clause 2.1
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How do I know that my application to join has been
successful?
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Clause 2.2
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What restrictions apply to what I can do?
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Clause 3.2
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What restrictions apply to how I can market & promote Your
Site(s)?
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Clause 3.4
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What commission will you pay me and how?
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Clause 4
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Do special rules apply to 'Home' games?
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Clause 6
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How can either side terminate the relationship?
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Clause 10
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Can these Terms be changed?
Yes - we reserve the right to change any provision of these
Terms at any time at our sole discretion and acting unilaterally
without reference to you or your consent and without incurring any
liability to you. Except in the case of emergencies, such as
cheating, fraud, piracy, mistakes in these Terms or other events of
an urgent nature, or beyond our control, we will use our reasonable
endeavours to provide you with an email notifying you of the
changes at least fourteen (14) days prior to the date on which we
intend them to take effect, but where we do not do so any such
changes will take effect upon the posting of the amended Terms. You
should monitor these Terms frequently to ensure that you are aware
of and agree to the latest version. You will be bound by all such
changes and if you do not agree to be bound you should terminate
your membership of the PokerStars Partners Program
in accordance with your right to do so as set out in Clause 8 of
these terms. This termination right is your only remedy in relation
to any changes made by us to these terms.
1.
Definitions used in these Terms
1.1
When used in these Terms each of the following words or phrases
shall have the meanings set out below. Capitalised words and
phrases that are not defined below (especially those relating to
the calculation and payment of Commission) are defined in Clause 4
(Your Commission) below:
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means your point of contact at TSG
Interactive in relation to the PokerStars Partners Program, as
notified by us to you from time-to-time.
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shall mean the PokerStars Partners
Program application to join form available at
https://www.pokerstarspartners.com/public/home/home.html or at such
other URL as may be designated by us from time to time.
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shall mean the site located at
www.betstars.com together with all other country Top Level Domains
("TLDs") from which we operate the BetStars branded
sites.
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shall mean a poker club established
using Home Games.
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shall mean an internet user who
establishes a Club.
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shall mean an internet user who is a
member of a Club but is not the Club Manager.
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shall mean collectively, the PS
Casino Sites together with the FT Casino Sites.
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shall have the meaning given in
Clause 4.2 below.
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means collectively, the PS Sites
together with the FT Poker Sites.
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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.
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shall mean www.fulltilt.com/casino/
together with all other country TLDs from which we operate the Full
Tilt branded sites.
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shall mean www.fulltilt.com together
with all other country TLDs from which we operate the Full Tilt
branded sites.
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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.
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shall mean us and all of our group of
companies, including our subsidiary companies and any holding
company of ours, and any subsidiary of such holding company, and
includes all of the companies providing services under the branding
"PokerStars," "BetStars," "PokerStars Casino,"
"Full Tilt" or Trade Marks or other additional brands and
trade marks as may be included from time to time.
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shall mean the online poker service
operated by the operator called "Home Games," which is available
via the PS Site(s).
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shall mean the photographs of Team
PokerStars, Local Team Pros and Team Sports Stars made available on
the webpage http://www.pokerstarspartners.com or provided to you by
your Affiliate Manager.
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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.
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shall mean the Trade Marks, Links,
Marketing Codes and Images.
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shall mean the creatives, banners,
text links and other links linking Your Site(s) to Our Site(s),
located on the webpage http://www.pokerstarspartners.com or
provided to you by your Affiliate Manager.
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shall mean a "promo" code for use by
players for a specified promotion;
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shall mean collectively:
- the Betting Sites;
- the FT Casino Sites;
- the FT Poker Sites;
- the PS Casino Site; and
- the PS Sites.
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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.
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shall mean the site located at
https://www.pokerstarspartners.com/public/home/home.html or such
other URL as may be designated by us from time to time.
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means any territory in which we do
not accept players from time to time;
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shall mean the site located at
www.pokerstarscasino.com together with all other country TLDs from
which we operate the PokerStars Casino branded sites.
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shall mean www.pokerstars.com
together with all other country TLDs from which we operate
PokerStars branded sites (to the extent of poker only).
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shall mean an internet user without a
prior User Account (or any other type of user account) on any FT
Poker Site or FT Casino Site who: (i) accesses the FT Poker Site(s) or FT Casino
Site directly through a Link and downloads and installs the
relevant client software; (ii) (with respect to CPA Commission
only) opens a new User Account; and (iii) either:
in respect of FT Poker Sites
only
earns, by way of cash deposit into
their User Account, the minimum number of StarsCoin required by us,
such minimum number of StarsCoin to be as notified to you by us
from time-to-time; or
in respect of FT Casino Sites
only
to the extent applicable and with
respect to the CPA Commission, (aa) earns by way of a cash deposit
into their User Account, the minimum number of StarsCoin required
by us, such minimum number of StarsCoin to be as notified to you by
us from time to time; or (bb) achieves the minimum cash deposit or
stakes the minimum wagering requirement as may be notified to you
by us from time to time following the creation of the User
Account.
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shall mean either a Qualified Stars
Player or a Qualified FT Player (as may be applicable).
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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.
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Multi-brand player rewards. These
will be deducted from gross revenue when calculating affiliate
net-revenue for purposes of revenue share deals.
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shall mean an internet user with an
account on any of the Stars Sites.
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means the following sites only:
- the Betting Site;
- the PS Casino Site; and
- the PS Sites.
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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.
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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.
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shall mean the unique tracking
hyperlink (URL) to any of Our Site(s) provided by us to you for the
purposes of tracking the number of successful User Accounts that
are opened and calculating the amount of applicable Commission due
to you in accordance with these Terms.
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means any trade mark, service mark,
brand name, trade name, logo or sign used, registered, or applied
for by us or any member company or other entity of our Group,
including, but not limited to, the following:
PokerStars, PokerStars.com,
PokerStars.net, European Poker Tour (EPT), Latin American Poker
Tour (LAPT), Asia Pacific Poker Tour (APPT), Australia New Zealand
Poker Tour (ANZPT), North American Poker Tour (NAPT), PokerStars
Caribbean Adventure (PCA), BetStars, StarsWallet, Stars Top-up,
K.O. Knockout Poker, Sports Jackpots, UK & Ireland Poker Tour
(UKIPT), Estrellas Poker Tour (ESPT), Portugal Poker Series (PPS),
France Poker Series (FPS), Ukrainian Poker Tour (UPT), PokerStars
Russian Poker Cup, Italian Poker Tour (IPT), World Championship of
Online Poker (WCOOP), PokerStars Sochi, Stars Interactive Group,
World Cup of Poker (WCP), Turbo Championship of Online Poker
(TCOOP), Spring Championship of Online Poker (SCOOP), Battleship
Poker, World Championship of Battleship Poker, IntelliPoker, Sunday
Million, Sunday Storm, Sunday Storm, Duel by PokerStars, Home
Games, Zoom, We are poker, Sunday Warm UP, Asian Championship of
Online Poker (ACOP), Nos Somos Poker, Stars Group, Full Tilt Poker,
Full Tilt, FTP, Million Euro Challenge, MEC, FTOPS, Rush Poker,
Rush, Shark Cage, Spin & Go, Spin & Bet, StarsDraft, The
PokerStars 'red spade' logo, PokerStars Casino, PokerStars Vegas,
PokerStars Festival, PokerStars Championship, The BetStars 'red
ball' logo, The 'Red Dice' logo, PokerStars MEGASTACK, PokerStars
Power Up, PokerStars Play, Jackpot Poker by PokerStars.
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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.
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shall mean any personal data that we
may, from time to time, make available to you at our
discretion.
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shall mean a personal player account
on any of Our Site(s) that has been opened in accordance with the
applicable terms and conditions governing access to and use of that
Site.
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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 PokerStars Partners Program.
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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 PokerStars Partners
Program
2.1
What you must do to join.
In order to join the PokerStars Partners
Program you must complete and send to us the Application Form which
is available at http://www.pokerstarspartners.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
PokerStars Partners Program subsequently) could vary and may
include, without limitation, circumstances where: (a) you promote any prohibited
content or illegal sites;
(b) we are advised by a regulatory authority to cease our relationship with you;
(c) we take the view that any of the content included on any of
Your Site(s), the marketing activities or practices undertaken by
you or on your behalf and/or the nature of any third party site
through which you advertise any content on Your Site is unacceptable to us;
(d) where you fail to obtain or provide to us on our request
any applicable licence as may be required by a relevant authority,
in order to promote a particular site or content offered by such
site in a given jurisdiction; or (e) in the absence of any necessary
authorisation, licence or permit, promote a site or display content
from such site in any applicable jurisdiction where such a site is
not permitted to distribute, market or advertise its products and
services. The following are non-exhaustive examples of content that
we consider to be unacceptable: (i) content that is obscene or indecent,
including for these purposes sites that contain or display both
so-called 'hard' and 'soft' adult content; (ii) content that is
discriminatory in any way, including on the basis of gender, race,
religion, disability or sexual orientation; (iii) content that is
hostile or offensive, including so-called 'hate speech' and threats
or incitements to violence; (iv) content that fails to respect the
legal rights of others (including infringement of the Intellectual
Property Rights of others, such as file-sharing, torrent or pirate
sites or other forms of intellectual property piracy) or which is
defamatory of others; (v) content promoting illegal or unlicensed
gambling sites to a regulated jurisdiction; and (vi) content that
is aimed at, targets or is likely to appeal to persons aged under
18, feature any persons who are or who appear to be aged under 25,
or promote irresponsible, compulsive or addictive forms or modes of
gambling.
3. Successful applications: your engagement
as a PokerStars Partners member
3.1
Confirmation of your membership of the PokerStars Partners
Program. Where we accept your application to join the
PokerStars Partners Program the following shall apply:
- 3.1.1 we will send you written confirmation (which may be
by email) which will include: (a) your Tracker and/or your Marketing Codes;
and (b) confirmation
of whether you will be paid Revenue Share Commission or CPA
Commission and, if applicable, how much CPA Commission; and
- 3.1.2 from the date of our written confirmation until
such time as your membership of the PokerStars Partners Program
terminates (as described in Clause 10 of these Terms) you will have
the right to market and promote Our Site(s) on Your Site(s) solely
- and only - by placing Our Links or Marketing Codes on Your
Site(s) and subject at all times to all the rest of these
Terms.
For the avoidance of doubt, unless agreed otherwise in writing
with us, you are not granted any right to, and you agree not to:
(a) make any amendments to the Links or Marketing Codes; (b) create
or publish or otherwise disseminate any marketing materials
advertising us or our services (including any creatives, banners,
text links and other links linking Your Site(s) to Our Site(s)); or
(c) send any SMS/text messages or emails or disseminate any other
form of direct marketing advertising us or our services.
3.2
Your rights and obligations as a member of the PokerStars
Partners Program. Your right to take part in the PokerStars
Partners Program by marketing and promoting Our Site(s) as
described in Clause 3.1 above is at all times subject to the
following obligations, limitations and restrictions, which you
agree to perform and observe. Your breach or failure to perform or
observe any of them will entitle us to terminate your membership of
the PokerStars Partners 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
also with any laws and regulations applicable to Our Site(s) which
we may notify you of from time-to-time, 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 Link(s) and Marketing Codes. These guidelines will be posted
on the PokerStars Partners Program Site. They may be amended
from time to time by us in our sole discretion and you should
therefore visit the PokerStars Partners Program Site
regularly so as to ensure that you are aware of, and in compliance
with, the latest version of these guidelines.
- 3.2.3 Personal rights: the rights that we grant to
you in these Terms are personal to you. You may not assign or
sub-license your rights and/or subcontract your obligations under
these Terms, in whole or in part, to any third party. The Link(s)
and the Marketing Codes 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 Interactive affiliates. You shall
not claim or hold yourself out to any third party as having any
type of exclusivity in your relationship with TSG Interactive or
Our Site(s) at any time.
- 3.2.5 No obligation on TSG Interactive to operate Our
Site(s): You acknowledge and agree that nothing, whether in
these Terms or anywhere else, shall in any way be construed as
imposing any obligation whatsoever on us (or any of our Group
entities) to operate or continue to operate Our Site(s), either at
all or in relation to any particular markets, languages,
territories or products.
- 3.2.6 Information provision: You agree to provide
us with all information as we may reasonably request for regulatory
purposes, including as may be requested by us in relation to any
reports or information that we may wish or need to provide to any
Gambling Authority.
- 3.2.7 Your Site(s): You agree that you are solely
responsible for the development, operation and maintenance of Your
Site(s) and for all materials that appear on Your Site(s) at any
time. You will ensure that no material appears at any time on Your
Site(s) which results or could result in Your Site(s) being
confused with Our Site(s).
- 3.2.8 Conflicts of
interest: You will not market or promote Your Site(s) in any
way which might compete with our and/or our Group's own marketing
efforts, unless you have received prior written approval from us
specifically permitting you to do so. By way of example only, the
following activities will be considered to be activities, which if
undertaken by you would compete with our Group's own marketing
efforts and which would therefore be prohibited by this Clause
3.2.8:
- (i) the placement of Link(s) on any
internet sites on which our Group places advertisements for Our
Site(s);
- (ii) placement of a Link on any
internet site other than Your Site(s); and
- (iii) the promotion of Our Site(s)
by you by way of keyword advertising with internet search
engines,
and a breach by you of these provisions
will constitute a breach of these Terms and we will have the right
to: (a) terminate
these Terms immediately; and (b) indefinitely withhold from you any
Commission accrued to or for your benefit through such competitive
activities.
- 3.2.9 No representation. You may not
hold yourself out to be, or to represent, any of us or any Group
entity of ours or our or its agents, employees, professional poker
players, associated talent/celebrities, in any forum including any
social media platforms.
3.3 Money laundering, counter
terrorism financing and due diligence. You agree, upon our
request, to submit to us copies of any personal documentation (for
example, a copy of your passport or other government issued
identification) or (if you are a company) such corporate documents
as we may specify) in order 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.
3.4 Marketing and
promotion.
- 3.4.1 Use of Link(s)/Marketing Codes. You agree to
place the Link(s) or Marketing Codes on Your Site(s) and to ensure
that the Link(s) is/are properly formatted at all times. You will
not create any link from Your Site(s) to our Site(s) other than the
Link(s) without our prior written consent nor will you modify any
of the Link(s) without our prior written approval.
- 3.4.2 Banners. You will only place banners forming
part of the Link(s) on Your Site(s) by linking to the banner server
made available by us from time-to-time for this purpose and you
will employ no other means without our prior written approval.
- 3.4.3 TSG Interactive goodwill and reputation. You
acknowledge that the placement of the Link(s) on Your Site(s) and
your conduct as an affiliate has the potential to inflict
substantial damage to the Trade Marks and to the reputation and
goodwill of us and our Group and that you will at all times act in
a manner that will not harm such Trade Marks, or the 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 Site(s) 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 and that of our Group, including the brands
"PokerStars," "BetStars," "PokerStars Casino" and "Full Tilt".
- 3.4.5 Prohibited Jurisdictions. You will not, nor
will any person on your behalf or with your permission or
authority, explicit or implied, market or promote Our Site(s) to
residents of the Prohibited Jurisdictions and no resident of any
Prohibited Jurisdiction shall be permitted to become a Qualified
Player.
- 3.4.6 Territorial licensing restrictions: In
conducting your marketing and promotional activities under these
Terms you will comply with any jurisdictional limitation applying
to Our Site(s) which are imposed by applicable laws and regulations
and under the various gambling licence(s) applicable to Our
Site(s), including only marketing any of Our Site(s) which are
targeted at and licensed by a particular jurisdiction to the
residents of that jurisdiction.
- 3.4.7 Compliance with our instructions. You agree
to comply with all reasonable instructions received from us in
relation to your activities in marketing and promoting Our Site(s)
including, without limitation, any instruction received from us
requesting you to post on Your Site(s) information regarding new
features and promotions on Our Site(s) and any instructions such as
style guidelines that we may issue in relation to the Licensed
Materials generally.
- 3.4.8 No incentivisation of players. You agree
that you will neither offer nor provide incentives (financial or
otherwise) to any Qualified Players or any potential Qualified
Players without our prior written approval.
- 3.4.9 Advertising self-regulation. You will ensure
that Your Site is fully compliant with and adheres to all
applicable legislation with respect to any marketing and/or
advertising activity carried out by you (or by third parties on
your behalf) for or in relation to Your Site. Where you publish on
any of Your Site(s) any advertising for Our Site(s) which is
either: (i) intended
to come to the attention of persons in Great Britain; or (ii)
likely to come to the attention of such persons, you will ensure
that such advertising is socially responsible generally and in
particular complies with:
(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/ 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.
4.1
In this Clause 4,
the following defined words and phrases shall have the meanings set
out below:
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shall mean, with respect to wagers
made on the Betting Site only, the aggregate of, as applicable:
(i) Fair Value
Adjustments; (ii) bonuses or promotional amounts given to the
player; (iii) uncollectable revenues (including any charge-backs,
payment reversals etc); ) (iv) a fixed cost representing the
average redeem value of the StarsCoin and all bonus costs as
designated by us, in relation to each StarsCoin earned by a player
on the applicable Betting Site; (v) a fixed amount for legal,
branding and operational expenditure as well as regulatory
compliance and associated administrative costs; (vi) applicable
local taxes payable by us or our relevant Group entity at the rate
in force on the date of due payment (which shall include but not be
limited to gaming taxes and/or Value Added Tax); and (vii)
reasonable payment processing services charges that are paid to
third parties in respect of the player's deposits and
withdrawals.
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shall mean all Qualified Stars Player
Wagers on the Betting Site less Winnings.
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shall mean, with respect to casino
games available on the Combined Casino Site, the aggregate of:
(i) Fair Value
Adjustments; (ii) bonuses or promotional amounts given to the
player; (iii) uncollectable revenues (including any charge-backs,
payment reversals etc); (iv) a fixed cost representing the average
redeem value of, as applicable, each StarsCoin and all bonus costs,
as designated by us, in relation to each StarsCoin earned by a
player on the applicable Casino Site; (v) a fixed amount for legal, branding and
operational expenditure as well as regulatory compliance and
associated administrative costs; (vi) applicable local taxes
payable by us or our relevant Group entity at the rate in force on
the date of due payment (which shall include but not be limited to
gaming taxes and/or value added tax); and (vii) reasonable payment
processing services charges that are paid to third parties in
respect of the players' deposits and withdrawals.
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shall have the meaning given in
clause 4.2 below;
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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.
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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.
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shall mean a Qualified FT Player's
Wagers on the FT Casino Sites less Winnings.
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shall mean a Qualified FT Player's
Ring Game Gross Revenue and Tournament Gross Revenue generated from
the FT Poker Sites(s).
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shall mean the aggregate of FT Gross
Poker Revenue and FT Gross Casino Revenue.
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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.
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shall mean the central fund/pot
containing all players' wagers during each "real money" game of
poker on the Combined Poker Sites.
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shall mean, a Qualified Stars
Player's Wagers on the PS Casino Site less Winnings.
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shall mean the aggregate of a
Qualified Stars Player's Ring Game Gross Revenue and Tournament
Gross Revenue generated from the PS Site(s).
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shall mean the proportion retained by
or on behalf of us or any of our Group entities from the Pot.
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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 PokerStars Partners Program Site.
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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.
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shall mean the sum total of a
Qualified Player's contributions to Rakes in a Ring Game Hand while
playing on software downloadable from Our Site(s). Any Qualified
Player's contribution to a Rake shall be determined by dividing the
total amount that a Qualified Player has contributed to the Pot in
any Ring Game Hand by the size of the Pot (provided that, in
circumstances where the Rake is capped once the size of the Pot
equals a designated threshold, the size of the Pot for the purposes
of calculating the contribution to the Rake shall be the size of
the Pot when the designated threshold has been reached, regardless
of the actual size of the Pot) in that Ring Game Hand and
multiplying it by the total Rake taken from that Pot in that Ring
Game Hand regardless of the number of players dealt in such Ring
Game Hand.
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shall mean, for each of Our Site(s)
on a per-Site basis and in accordance with Clause 4.8.4:
(i) US$50 (fifty US dollars) where
your chosen option to receive your Commission is via WebMoney or
Skrill only; or,
(ii) US$150 (one hundred and fifty US
Dollars) where your chosen option to receive your Commission is via
wire transfer; or
(iii) the British Pound Sterling or
Euro equivalent of the amount in (ii) above as of the date of
payment of the Commission.
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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.
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shall mean the sum total of the
Tournament Fees paid by a Qualified Player while playing in
Tournaments on software downloadable from Our Site(s).
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shall mean the total amounts wagered
(i) on all casino
games on the applicable Combined Casino Site(s); or (ii) on the
Betting Site by a Qualified Player.
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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.
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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 PokerStars Partners Program (the
"Commission"). You agree that:
- (a) if the form of Commission that you receive from us is
Revenue Share Commission, you will generate a minimum of one
(1) Qualified Player
for each of Our Site(s) which you market pursuant to these Terms
for each consecutive period of ninety (90) days commencing on the
date upon which we confirmed our acceptance of your Application
Form to join the PokerStars Partners Program;
- (b) if you are designated by us as the Combined Poker
Sites, any Revenue Share Commission due to you will be based a
Qualified Player's poker activity on the Combined Poker Sites and
you will not, for the avoidance of doubt, receive any Revenue Share
Commission in respect of: (a) any non-Poker activity undertaken by
the Qualified Player on our Combined Poker Sites; or (b) any
activity undertaken by the Qualified Player whatsoever on any other
of Our Sites);
- (c) 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
- (d) if you are designated by us as marketing the Combined
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 10.9 below which makes
clear that your right to receive Commission ceases when these Terms
are terminated or 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.
Your Commission:
- 4.3.1 will (in relation to both CPA Commission and
Revenue Share Commission) only start to be paid to you in relation
to any one (1) of
Our Site(s) until such time as the Commission generated in respect
of that individual Site equals or exceeds the Threshold Commission
applicable to that individual Site; and
- 4.3.2 will (in the case of Revenue Share Commission)
cease to be payable in respect of each Qualified PS Player on that
date which is twenty-four (24) months after the date on which that
internet user first opened a User Account as part of the process of
becoming a Qualified PS Player. For example, if the player opened a
User Account on July 1st 2015 and completed all necessary criteria
to become a Qualified PS Player thereinafter, Revenue Share
Commission will be payable in respect of that player for the period
up to and ending upon June 30th 2017 but will cease permanently
upon that date and not be payable thereafter; and
- 4.3.3 will cease to be payable on the date when these
Terms are terminated and come to an end even if that date is within
the twenty-four (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, 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 a User Account has previously been
opened through use of that Device (unless such new User Account was
on a PS Site and the existing User Account was on a FT Site, or
vice versa) regardless of whether you are entitled to receive
Commission for the User Account opened previously using that
Device.
4.5
Professional Players. In the event that any one (1) or more Qualified
Players are selected to become a member of "Team PokerStars: Pro"
"Team PokerStars: Online" or "Full Tilt Poker Professionals", you
acknowledge and agree that with effect from the first day of the
calendar month falling immediately after the date of such
selection, the relevant Qualified Player(s) shall cease to be
tracked by us as having been referred by you and you will no longer
be entitled to receive any Commission in respect of such Qualified
Player.
4.6
Non-qualifying players. You acknowledge and agree that:
- 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 Link(s) or Marketing Codes and may not in
your personal capacity qualify as a Qualified Player.
4.7
Casino Commission. For the avoidance of doubt, for the
purposes of calculating any Revenue Share Commission, the FT Gross
Revenue will only include FT Gross Casino Revenue generated by
players who became Qualified FT Players on or after the date on
which casino games were made available on the Casino Sites for
real-money play by the public in the jurisdiction where that player
is physically present. For the avoidance of doubt you should note
that no Commission is payable on any PokerStars casino sites or
domains.
4.8
Calculation and payment of Commission.The Commission will be
calculated and paid as follows:
- 4.8.1 Use of Trackers & Marketing Codes. In
order to calculate the Commission due to you, we will use the
Trackers and/or Marketing Codes provided by us and as used by you.
You must use these correctly and in accordance with any
instructions that we give you and we will have no obligation to pay
you any Commission if you fail to use the Trackers and/or Marketing
Codes, or use them incorrectly or in a manner contrary to our
instructions from time-to-time.
- 4.8.2 Our calculations are final. You agree that
our measurements and calculations in relation to the calculation
and payment of Commission shall be final and not subject to review
or appeal, save in the case of manifest error.
- 4.8.3 Accounting periods. We will account to you
for the Commission due to you on a per-calendar month basis and pay
you the Commission due in respect of any calendar month no later
than thirty-one (31) days after the end of the calendar month in
which the Commission arose. For example, the Commission due to you
in relation to the calendar month of June 2015 will be paid to you
no later than 31st July 2015.
- 4.8.4 Method of
payment. You may choose the method of payment to receive your
Commission through the PokerStars Partners 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 Site(s); (iii) you or any third party offering
or providing any unauthorized incentive (financial or otherwise) to
potential Qualified Players (including, without limitation, the
sharing by you of any Commission earned by you through your
promotion of Home Games); or (iv) the creation by Qualified Players
of multiple user accounts in order to abuse promotions or bonuses
on offer to players.
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 PokerStars
Partners 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.
6.1
Home Games enable players to invite friends and close community
members to play poker and other games using Home Games regardless
of where they are in the world. Players can choose to compete in
ring games and tournaments using Home Games, across a huge variety
of poker variants allowing that player to experience the
convenience, competition and fun in playing online games with
people they know. Any use by you of Home Games should contribute to
and be consistent with this philosophy of Home Games. Player data,
rankings, club statistics and many other game results ("Data
Tools") are provided via Home Games, all with the sole aim of
furthering the user's social and competitive experience amongst
friends or close community members. None of the Data Tools nor any
information derived from such Data Tools may be used or provided to
any Club Manager, Club Member or other third party for any
financial benefit. We reserve the right, if we find or suspect any
abuse of the philosophy of Home Games or that any Data Tool, or
information derived from any Data Tool, is being used by you or has
been used by you for any financial benefit, to suspend your use of
Home Games and/or to close the related Club at any time, in our
sole discretion.
6.2
You are hereby granted the limited, non-exclusive, non-transferable
right to market and promote Home Games by placing the Marketing
Codes and/or Links on Your Site(s) as part of the licence granted
pursuant to Clause 3.1 above. Your right to use Home Games as
granted by this Clause 6 is however revocable by us at any time at
our sole discretion and subject to any further conditions and/or
limitations that we may from time to time stipulate at our sole
discretion, such as, but not limited to, a limitation on the number
or percentage of Members linked to you via a Tracker in any
Club.
6.3
You are permitted to invite the users of Your Site(s), including
via email communication, to become a Club Manager and to include in
such invitation your Marketing Code and/or Link HOWEVER it is
strictly prohibited for any third party, including, without
limitation, users of Your Site(s) and any Club Manager or any Club
Member, to invite potential Members to a Club by use of the Link
and/or the Marketing Code supplied to you under these Terms.
6.4
You are strictly prohibited from including any Marketing Code
and/or Link supplied to you hereunder, or any inducement
whatsoever, in any invitation sent by you to any third party,
including, without limitation, users of Your Site(s), to become a
Club Member of a Club established by you.
6.5
You are prohibited from requesting any third party including,
without limitation, users of Your Site(s), to invite potential
Members to a Club by use of the Link and/or the Marketing Code
supplied to you under these Terms.
6.6
You are prohibited from offering or providing (or procuring that
any third party offers or provides) any incentive in any form
whatsoever (explicit or implicit, financial or otherwise) via
email, website publication or via any other media (online or
offline) to any third party through your use of Home Games
including the sharing by you of any Commission earned by you
through your use of Home Games.
6.7
You are prohibited from using Home Games in any way which is an
abuse of the product (including using it in order to increase
Commission otherwise payable to you).
6.8
In the event that you are found to have breached this Clause 6 or
to be taking any action in order to circumvent the prohibitions
contained herein, we may the right to take any action we deem fit
including, the closing of any relevant Club and/or the termination
of these Terms, at our sole discretion.
7. Intellectual Property Rights
7.1 For the sole purpose of the
exercise of your rights and performance of your obligations as set
out in these Terms hereunder and for the term set out in Clause
10.1 below, we grant you a limited, non-exclusive, non-transferable
and revocable licence to use: (i) the Trade Marks solely in connection with
the placing of the Link(s) and Marketing Codes on Your Site(s); and
(ii) the Images on Your Site(s) for the purpose of promoting our
Site(s). You are not authorised to modify or amend any of these
Licensed Materials but you may re-size the Licensed Materials if
you maintain the original ratios. This 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.
8.1
The relationship between you and TSG Interactive will be that of
independent contractor and nothing in these Terms shall render you
an employee, agent or partner of TSG Interactive or any Associate
or be deemed to create any such relationship between you and TSG
Interactive. Furthermore, you shall not hold yourself out as having
any such relationship with TSG Interactive.
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 Interactive to you under these
Terms, including the applicable Commission and you shall indemnify
TSG Interactive and shall keep TSG Interactive fully and
effectually indemnified from and against any liability or expense
in connection with such taxes or other payments (save to the extent
such recovery is prohibited by law).
8.3
Unless TSG Interactive notifies you otherwise, you shall be
responsible for submitting to the relevant tax authority any 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 all income taxes.
9. Data
Protection and Privacy
To the extent that we share any TSG Interactive Personal Data
with you, the terms of this clause shall apply to your processing
of such data.
- 9.1.1 We shall at all times retain sole and absolute
legal and beneficial ownership of all rights in and to all the TSG
Interactive Personal Data including any so-called 'sui generis'
database rights and they are hereby agreed to be our Trade Secrets
and, to the extent that any such rights may vest in you, you hereby
irrevocably and absolutely grant and assign all such rights to
us;
- 9.1.2 subject to procurement of any necessary consents,
we grant to you a non-exclusive, revocable licence to use the TSG
Interactive Personal Data solely for the purposes of providing, and
only to the extent required to provide, the requisite services
under these Terms;
- 9.1.3 we shall be the data controller of the TSG
Interactive Personal Data and you shall be the data processor of
the TSG Interactive Personal Data;
- 9.1.4 you will only process the TSG Interactive Personal
Data in accordance with our written instructions as data controller
and you will not under any circumstances process any TSG
Interactive Personal Data other than as instructed by TSG
Interactive; and
- 9.1.5 the terms process, 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 Interactive
Personal Data) against unauthorised or unlawful processing of the
TSG Interactive Personal Data and against loss or destruction of,
or damage to, the TSG Interactive Personal Data. Having regard to
the state of technological development and the cost of implementing
any such measures, such measures must ensure a level of security
appropriate to: (i)
the harm that might result from the unauthorised or unlawful
processing or accidental loss, destruction of or damage to the TSG
Interactive Personal Data; and (ii) the nature of the TSG
Interactive Personal Data to be protected;
- 9.2.2 take reasonable steps to ensure the reliability of
any personnel (including employees) who have access to the TSG
Interactive Personal Data;
- 9.2.3 provide TSG Interactive with such guarantees in
relation to the technical and organisational measures governing its
processing of the TSG Interactive Personal Data as TSG Interactive
considers to be 'sufficient' to comply with all Data Protection
Legislation and will take reasonable steps, including at the
reasonable direction of TSG Interactive, to ensure compliance with
those measures;
- 9.2.4 comply with all Data Protection Legislation in
relation to your processing of the TSG Interactive Personal Data
and hereby confirm that you will not do, or permit anything to be
done, which could cause us to incur liability under Data Protection
Legislation;
- 9.2.5 not use any third party to process TSG Interactive
Personal Data without our prior written consent (which may be
withheld at our sole discretion). If we provide such consent:
(i) you shall
procure that any such third party complies with 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 Interactive Personal Data (which
shall include any breach of this Clause 9);
- 9.2.7 promptly notify us if you receive any: (i) data subject request;
(ii) complaint or request regarding our obligations under the Data
Protection Legislation; and/or (iii) any other communication
directly or indirectly relating to TSG Interactive Personal Data,
and will provide full cooperation and assistance to us in relation
to the foregoing, including by complying with any data subject
request in accordance with Data Protection Legislation and
providing full details of any such complaint, request or
communication and all other relevant information to us;
- 9.2.8 cooperate with and provide reasonable assistance to
(at your own cost) data protection regulators and us in relation to
the regulatory requirements of any relevant data protection
authority, including promptly providing information that we
reasonably request from time to time;
- 9.2.9 not modify, amend or alter TSG Interactive Personal
Data or permit modification, amendment or alteration to TSG
Interactive Personal Data, or disclose, or permit disclosure, to
any third party without our prior written consent;
- 9.2.10 not transfer any TSG Interactive Personal Data
outside of the European Economic Area (EEA) without our prior
written consent and, where such consent is given, you shall ensure
that you employ adequate levels of protection in connection with
such transfer; and
- 9.2.11 permit us together with our external advisers to
inspect and audit (subject to reasonable confidentiality
undertakings) your data processing activities and comply promptly
with our reasonable requests to enable us to verify your compliance
with these Terms.
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 PokerStars Partners 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 PokerStars Partners 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:
- 10.3.1 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); or
- 10.3.2 where applicable, your player account opened with
us is closed by us or our Group entities for any reason whatsoever;
or
- 10.3.3 you use any materials, including graphics, icons,
logos, branding or artwork, which are not obtained from our
approved web resources or direct from your affiliate manager,
we may: (i) terminate these Terms immediately; and/or
(ii) at our option indefinitely withhold from you any Commission
accrued to your benefit.
10.4
In the event that you make any assignment for the benefit of your
creditors or make any composition with creditors; or have
appointed, or shall be the subject of any notice of a receiver or
holding company; or shall be the subject of a voluntary or
compulsory liquidation (other than for the purpose of a solvent
reconstruction or amalgamation); or are made the subject of any
administration order or insolvency procedure or such analogous
event; or cease to carry on business or (being a natural person)
are deemed either unable to pay your debts or as having no
reasonable prospect of so doing we may terminate these Terms
immediately.
10.5
Without limiting any other of our rights and remedies, we may
terminate these Terms immediately if we determine in our sole
discretion that you have become a competitor of ours and/or any
other entity within our Group.
10.6
We shall further have the right to terminate these Terms with
immediate effect on the provision of written notice to you:
- 10.6.1 if you carry out any action which we believe might
prejudice our or any Group entity's relationship with any Gambling
Authority or any of the Group's gambling licences; or
- 10.6.2 you are in breach of any applicable laws in
relation to any marketing activity you engage in, whether or not
you use our Licensed Materials or where we believe any such
marketing activity you have participated in would be detrimental to
our reputation or that of any Group entity; or
- 10.6.3 if we or any other entity within the Group is
ordered or required by any Gambling Authority to terminate its
relationship with you or cease to operate any of Our Site(s) or any
services or games available on any of Our Site(s), or any part
thereof, with immediate effect.
10.7
Termination of these Terms shall not extinguish either of the
parties' obligations under these Terms which by their intention or
context are intended to survive the termination of these Terms.
10.8
Notwithstanding Clause 10.7 above and for the avoidance of doubt,
you agree that we shall not be liable to pay any Commission for
Qualified Players where such Qualified Players are generated by the
Link(s) and/or Marketing Codes following the termination of these
Terms.
10.9 Following the termination of
these Terms and the payment to you of monies due to you as at the
time of termination (save where Commission is withheld at our
option in accordance with Clause 10.3.1 above), we shall have no
obligation to make any further Commission payments to you. For the
avoidance of doubt, this means that if the agreement between us
represented by these Terms is terminated, you will receive no
Commission for Qualified Players in respect of the period after
termination: you will only receive Commission due to you up to the
date of termination and not afterwards.
10.10 Upon termination:
- 10.10.1 you must immediately remove from Your Site(s) and
cease to use all Link(s), Marketing Codes Trade Marks and any other
materials of any form provided by or on behalf of us to you
pursuant to these Terms which contain any of our Trade Marks or
other intellectual property and you will either permanently and
securely delete all such materials and documents, or return them
all to us;
- 10.10.2 you must promptly return to us any confidential
information in your control or possession in whatever form;
- 10.10.3 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 Site(s) to the extent
that you do so for your own personal, non-commercial use in
connection with Home Games.
11.
Disclaimer and Limitation of Liability
11.1 You
acknowledge that neither Our Site(s) nor the associated software
will be error-free or uninterrupted and that neither we nor any of
our Group entities will be liable for the consequences of any
errors or interruptions. Further, neither we nor any of our Group
Entities make any representation or warranty, express or implied to
you as to any matter contemplated by these Terms including the
quality, merchantability, fitness for particular use or suitability
of Our Site(s) or the associated software.
11.2
Under no circumstances shall either party be liable to the other
for indirect, incidental, consequential, special or exemplary
damages (including any loss of revenue, profits or data) arising
from any provision of these Terms or matters related to these
Terms. Our aggregate maximum liability arising with respect to
these Terms for any reason will not exceed the total Commissions
paid or payable to you pursuant to these Terms. The term "indirect,
incidental, consequential, special or exemplary damages" as used in
this Clause 11.2 does not include any additional or increased
direct costs incurred by TSG Interactive and/or any of our Group
entities caused by your breaches of these Terms.
11.3
You represent and warrant that you have independently evaluated the
desirability of acting as an affiliate of TSG Interactive and,
other than as set forth herein, are not relying on any
representation, guarantee or statement made by us.
You will defend, indemnify and hold TSG
Interactive and our Group entities and our shareholders, directors,
officers, employees, agents and representatives, agents, successors
and assigns harmless from and against any and all liabilities,
losses, damages and costs, including attorney's fees and costs 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 Interactive pursuant to these Terms.
You shall also indemnify and hold TSG Interactive and our Group
entities and our officers, shareholders, employees, directors,
agents, successors and assigns harmless at all times from any and
all third party claims, actions, suits, demands, damages, losses,
liability and all costs and expenses (including, but not limited
to, attorneys' fees) relating to the development, operation,
maintenance and content of Your Site(s).
All trade secrets, commercially sensitive
information and any and all information concerning TSG Interactive
and our Group entities' operations, structure, personnel,
principals, or any other data that can reasonably be considered
internal-only information shall be kept in strict confidence by
you. This includes (but is not limited to) any correspondence
between us and you and any information regarding the number of
players on Our Site(s), Rake amounts and any other financial,
statistical or other information that is provided by us to you,
whether or not such information includes a mark affirming its
confidentiality. All this information shall remain confidential
after the expiry of these Terms until such times as the information
ceases to be confidential, other than by breach of these Terms or
any additional confidentiality agreement that we have required you
to sign. We may require you to sign a confidentiality agreement if,
at our sole discretion, we determine that the information to be
conveyed to you warrants such additional covenants of
confidentiality.
14. Independent investigation
You confirm that you have read these
Terms, have consulted with your own legal advisors, and understand
and agree to all the terms and conditions set out in these Terms.
You confirm that you have independently evaluated the desirability
of participating in the PokerStars Partners Program and you are not
relying on any representations, guarantee or statement other than
as set forth in these Terms.
15. Changes to these Terms
We reserve the right to change any
provision of these Terms at any time at our sole discretion and
acting unilaterally without reference to you or your consent and
without incurring any liability to you. Except in the case of
emergencies, such as cheating, fraud, piracy, mistakes in these
Terms or other events of an urgent nature, or beyond our control,
we will use our reasonable endeavours to provide you with an email
notifying you of the changes at least fourteen (14) days prior to
the date on which we intend them to take effect, but where we do
not do so any such changes will take effect upon the posting of the
amended Terms. You should monitor these Terms frequently to ensure
that you are aware of and agree to the latest version. YOU WILL BE
BOUND BY ALL SUCH CHANGES AND IF YOU DO NOT AGREE TO BE BOUND YOU
SHOULD TERMINATE YOUR MEMBERSHIP OF THE POKERSTARS PARTNERS 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 PokerStars Partners Program
generally shall be sent via email to
affiliates@pokerstarspartners.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.