The PokerStars Partners Program Terms and Conditions that are set out below this notice represent the legally binding contract that will govern the affiliate relationship between you and TSG Interactive Services Limited, (an associated entity within the group of companies, that operate the PokerStars, BetStars, PokerStars Casino and/or Full Tilt websites and/or brands including for and on behalf of REEL Italy Limited), once we have approved your application to be a member of the PokerStars Partners Program. You should read these Terms and Conditions carefully, taking particular care to ensure that you are capable of complying with all undertakings and obligations before applying to join the PokerStars Partners Program and make sure that you understand them and have the ability to fulfil them all without exception. If you do not understand any part of them you should contact our affiliate relations team via the PokerStars Partners Program Site who will provide you with clarification. If you do not agree with any part of these Terms and Conditions, then you should not apply to join the 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 and Conditions for your future reference as well as our email confirming our acceptance of your application, your player referral tracker and marketing codes and your selected commission payment option of revenue share commission or payment-per-referred player.
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" are references to you the person who applies to join the PokerStars Partners Program and who signs these Terms to indicate their agreement to these Terms and their wish to participate in the PokerStars Partners Program.
By ticking the "Accept" box during the registration process you are agreeing to these Terms and - subject always to our acceptance of your Application Form - entering into a legally binding agreement with us on these Terms. You should note that these Terms apply to you not just in the current form as set out below but as we may change them from time to time in accordance with our rights to change the Terms as set out in the Terms. You will be bound by - and subject to - any such changes.
You should take care to read and understand all of the Terms because all of the Terms apply to your membership of the PokerStars Partners Program. The table below, however, sets out a short guide to where many of the main terms can be found:
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:
1.2 The headings of the individual clauses of these Terms are solely for the sake of convenience and will not be taken into account in the interpretation of these Terms.
1.3 Where the context requires, words in the singular shall include the plural and vice versa.
2.1 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: your failure to do so may result in a delay in considering your application or our rejection of your application.
2.2 Our right to accept/reject your application. We will review the Application Form that you send to us. We will then - at our sole discretion - either: (i) accept your application; (ii) reject your application; or (iii) request further information from you, reserving the right to accept or reject your application at a future date. Please note that our acceptance or rejection of your application is entirely at our discretion and we have no obligation to accept any application nor shall we have any liability to you or anyone else in relation to any applications that we choose to reject. If you wish to receive CPA Commission, we will agree this with you prior to our acceptance of your Application Form and include it in the acceptance confirmation that we send to you.
2.3 Examples of unacceptable affiliate activities. You should note that the reasons why we may reject your application (or terminate your membership of the PokerStars Partners Program subsequently) could vary and may include but not be limited to circumstances where: (a) you promote any prohibited content or illegal sites; or (b), we are advised by a regulatory authority to cease our relationship with you; or (c) we take the view that any of the content included on any of Your Site(s) and/or the nature of any third party site through which you advertise any content on Your Site is unacceptable to us; or (d) where you fail to produce or obtain, upon request from us, such applicable licence as may be required by a relevant authority, in order to promote a particular site or content offered by such site in a given jurisdiction; or (e) in the absence of any necessary authorisation, licence or permit, promoting a site or displaying content from such site in any applicable jurisdiction where such a site is not permitted to distribute, market or advertise its products and services without written authorisation. The following are non-exhaustive examples of content on Your Site or in the alternative, the nature of third party sites that market or advertise any content on Your Site that would be unacceptable to us: (i) obscene or indecent, including for these purposes sites that contain or display both so-called 'hard'' and 'soft'' adult content; (ii) discriminatory, including on the basis of gender, race, religion, disability or sexual orientation; (iii) hostile or offensive, including so-called 'hate speech'' and threats or incitements to violence; (iv) fails to respect the legal rights of others (including infringement of the intellectual property rights of others, such as file-sharing, torrent or pirate sites or other forms of intellectual property piracy) or which is defamatory of others; (v) promoting illegal or unlicensed gambling sites to a regulated jurisdiction."
3.1 Confirmation of your membership of the PokerStars Partners Program. Where we accept your application to join the PokerStars Partners Program the following shall apply:
3.2 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, at our sole discretion, to require you to remedy your breach or failure pending which we may suspend your rights under these Terms and withhold indefinitely any Commission due to you:
3.3 Money laundering, counter terrorism financing and due diligence. You agree, upon our request, to submit to us copies of such personal documentation (for example a copy of your passport or other government issued identification) or (if you are a company) such corporate documents as we may specify in order to permit us to complete our customer and business due diligence obligations in accordance with applicable counter-terrorism, anti-money laundering laws, and regulations from time to time in force.
3.4 Marketing and promotion.
4.1 In this Clause 4, the following defined words and phrases shall mean as set out below:
4.2 Right to Commission. Subject to your compliance with these Terms and in particular to Clause 4.3 below, we will pay you a Commission which shall consist of one of the following (or a combination of the same) of: (i) CPA Commission; or (ii) Revenue Share Commission; or (iii) other agreed form of commission, in each case as we confirm to you when we confirm our acceptance of your Application Form to join the PokerStars Partners Program (the "Commission"). You agree that:
4.3 IMPORTANT: Duration of your right to be paid Commission.
Your Commission:
4.4 Existing Users. You will not be entitled to receive any Commission for a new User Account opened through a personal computer or mobile device (including, without limitation, a desktop computer, portable computer, cellular phone, PDA, tablet, or any other type of cellular device now existing or devised in future) (each, a "Device"), if an User Account has previously been opened through use of that Device (unless such new User Account was on a PS Site and the existing User Account was on a FT Site, or vice versa) regardless of whether you are entitled to receive Commission for the User Account opened previously using that Device.
4.5 Professional Players. In the event that any one (1) or more Qualified Players are selected to become a member of the "Team PokerStars: Pro", "Team PokerStars: Online" or "Full Tilt Poker Professionals", you acknowledge and agree that with effect from the first day of the calendar month falling immediately after the date of such selection, the relevant Qualified Player(s) shall cease to be tracked by us as having been referred by you and you will no longer be entitled to receive any Commission in respect of such Qualified Player.
4.6 Non-qualifying players. You acknowledge and agree that:
(i) close family members of yours and other members of the same household as you; and/or
(ii) employees of and consultants contracted on a permanent basis to you; and
4.7 Casino Commission. For the avoidance of doubt, for the purposes of calculating any Revenue Share Commission, the FT Gross Revenue will only include FT Gross Casino Revenue generated by players who became Qualified FT Players on or after the date on which casino games were made available on the Casino Sites for real-money play by the public in the jurisdiction where that player is physically present. For the avoidance of doubt you should note that no Commission is payable on any PokerStars casino sites or domains.
4.8 Calculation and payment of Commission. The Commission will be calculated and paid as follows:
4.9 Fraud. We retain the right to review all Commission for possible fraud on your part or on the part of any Qualified Player. In the event that we reasonably consider that fraud has occurred in relation to the generation of any Commission, we shall be entitled to withhold such Commission or set-off an appropriate amount from future payments of Commission. For the purpose of these Terms the term "fraud" shall include, but shall not be limited to, actual or attempted: (i) chargeback by a Qualified Player in relation to their initial deposit, (ii) collusion on the part of the Qualified Player with any other player on Our Site(s); (iii) you or any third party offering or providing any unauthorized incentive (financial or otherwise) to potential Qualified Players (including, without limitation, the sharing by you of any Commission earned by you through your promotion of Home Games); or (iv) the creation by Qualified Players of multiple user accounts in order to abuse promotions or bonuses on offer to players.
5.1 You represent, warrant and undertake to us and to the other entities comprising our Group as follows:
6.1 Home Games provide players with the opportunity to invite friends and close community members to play Home Games regardless of where they are in the world. The essence of Home Games means that a player can choose to compete in ring games and tournaments, across a huge variety of poker variants allowing that player to experience the convenience, competition and fun in playing online Home Games with people they know. Any use by you of Home Games should contribute to and be consistent with this philosophy of Home Games. Player data, rankings, club statistics and many other game results ("Data Tools") are provided via Home Games, all with the sole aim of furthering the user''s social and competitive experience amongst their friends or close community members. None of the Data Tools nor any information deriving from such Data Tools may be used or provided to any Club Manager, Club Member or other third party for any financial benefit. We reserve the right, if we find or suspect any abuse of the philosophy of Home Games or that any Data Tool, or information derived from any Data Tool, is being used by you or has been used by you for any financial benefit, to suspend your use of Home Games and/or to close the related Club at any time, in our sole discretion.
6.2 You are hereby granted the limited, non-exclusive, non-transferable right to market and promote Home Games by placing the Marketing Codes and/or Links on Your Site(s) as part of the licence granted pursuant to Clause 3.1 above. Your right to use Home Games as granted by this Clause 6 is however revocable by us at any time at our sole discretion and subject to any further conditions and/or limitations that we may from time to time stipulate at our sole discretion, such as, but not limited to, a limitation on the number or percentage of Members linked to you via a Tracker in any Club.
6.3 You are permitted to invite the users of Your Site(s), including via email communication, to become a Club Manager and to include in such invitation your Marketing Code and/or Link HOWEVER it is strictly prohibited for any third party, including, without limitation, users of Your Site(s) and any Club Manager or any Club Member, to invite potential Members to a Club by use of the Link and/or the Marketing Code supplied to you under these Terms.
6.4 You are strictly prohibited from including any Marketing Code and/or Link supplied to you hereunder, or any inducement whatsoever, in any invitation sent by you to any third party, including, without limitation, users of Your Site(s), to become a Club Member of a Club established by you.
6.5 You are prohibited from requesting any third party including, without limitation, users of Your Site(s), to invite potential Members to a Club by use of the Link and/or the Marketing Code supplied to you under these Terms.
6.6 You are prohibited from offering or providing (or procuring that any third party offers or provides) any incentive in any form whatsoever (explicit or implicit, financial or otherwise) via email, website publication or via any other media (online or offline) to any third party through your use of Home Games including the sharing by you of any Commission earned by you through your use of Home Games.
6.7 You are prohibited from using Home Games in any way which is an abuse of the product (including using it in order to increase Commission otherwise payable to you).
6.8 In the event that you are found to have breached this Clause 6 or to be taking any action in order to circumvent the prohibitions contained herein, we reserve the right to take any action we deem fit including, the closing of any relevant Club and/or the termination of these Terms, at our sole discretion.
7.1 For the sole purpose of your exercise of your rights and performance of your obligations set out in these Terms hereunder and for the term set out in Clause 10.1 below, we grant you a limited, non-exclusive, non-transferable and revocable license to use: (i) the Trade Marks solely in connection with the placing of the Link(s) and Marketing Codes on Your Site(s); and (ii) the Images on Your Site(s) for the purpose of promoting our Site(s). You are not authorised to modify or amend any of these Licensed Materials but you may re-size the Licensed Materials if you maintain the original ratios. This license may not be sub-licensed, assigned or otherwise transferred by you in any manner.
7.3 In respect of any matter to which Clause 7.2 above applies, you will inform us:
In all cases you will be required and you hereby agree to transfer the domain name, search term, sub-domain name or Trade Mark (as the case may be) or the benefit of any application for them, free of charge, to any company we nominate. Until the relevant domain name, search term, sub-domain name or Trade Mark or application for the same is transferred to our nominated company, you will hold that asset for and on behalf of us (or any nominated company in our sole discretion) wholly and exclusively and you will not allow the relevant registration (or application) to lapse but will instead maintain it in accordance with our directions. YOUR OBLIGATION TO TRANSFER INTELLECTUAL PROPERTY ASSETS REGISTERED OR APPLIED TO BE REGISTERED AS ENVISAGED IN CLAUSE 7.2 EXTENDS TO INTELLECTUAL PROPERTY ASSETS REGISTERED OR APPLIED TO BE REGISTERED PRIOR TO THE DATE UPON WHICH THESE TERMS TAKE LEGAL EFFECT BETWEEN US. We may, at our sole discretion, withhold all Commission payments that may be due to you until the relevant intellectual property is vested in our nominated company to our satisfaction.
7.4 You hereby acknowledge that all information relating to all of the Qualified Players (including all personal data, as that term is defined in Section 1 of the Data Protection Act 2002) is our exclusive and sole property and that you have and shall have no rights therein whatsoever.
7.5 We and each and every one of our Group entities reserve all of our intellectual property rights in the Licensed Materials and Trade Secrets. You will not assert the invalidity, unenforceability or contest the ownership of the Licensed Materials or Trade Secrets in any action or proceeding whatsoever and shall not take any action that may prejudice any Group entity''s rights in the Licensed Materials or in the Trade Secrets.
7.6 Nothing herein shall be considered or understood to be a transfer by us or any Group entity of ours to you of any rights whatsoever in the Licensed Materials or Trade Secrets or any other of our or their intellectual property rights whatsoever. All goodwill in the Licensed Materials generated as a result of your use of the Licensed Materials (and in particular the Trade Marks) under these Terms shall belong to us and you agree to execute any document necessary to transfer such goodwill to us.
8.1 The relationship between the Affiliate and TSG Interactive will be that of independent contractor and nothing in this Agreement shall render the Affiliate an employee, agent or partner of TSG Interactive or any Associate or be deemed to create any such relationship between the Affiliate and TSG Interactive. Furthermore, the Affiliate shall not hold himself/herself out as having any such relationship with TSG Interactive.
8.2 The Affiliate shall be solely responsible for the payment of any income or similar taxes or related payments imposed or levied by any applicable jurisdiction or any governmental authority therein or thereof on any amounts paid by TSG Interactive to the Affiliate under this Agreement, including the applicable Commission and the Affiliate indemnifies TSG Interactive and shall keep TSG Interactive fully and effectually indemnified from and against any liability or expense in connection with such taxes or other payments (save to the extent such recovery is prohibited by law).
8.3 Unless otherwise notified to the Affiliate by TSG Interactive, the Affiliate shall be responsible for submitting to the relevant tax authority any Tax payable in respect of any fees received by the Affiliate pursuant to this Agreement.
8.4 For the avoidance of doubt, this Agreement shall not, in any way, be construed so as to create a partnership or any kind of joint undertaking or venture between the parties hereto. As such, the Affiliate acknowledges that it will solely be responsible for all income taxes.
9.2 You hereby undertake that you will:
10.1 These Terms shall commence and come into effect from the date of your submission of your Application Form and, subject always to our acceptance of your Application Form and confirmation of your membership of the 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 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).
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:
10.7 Termination of these Terms shall not extinguish either of the parties'' obligations under these Terms which by their intention or context are intended to survive the termination of these Terms.
10.8 Notwithstanding Clause 10.7 above and for the avoidance of doubt, you agree that we shall not be liable to pay any Commission for Qualified Players where such Qualified Players are generated by the Link(s) and/or Marketing Codes following the termination of these Terms.
10.9 Following the termination of these Terms and the payment to you of monies due to you as at the time of termination, we shall have no obligation to make any further Commission payments to you. For the avoidance of doubt, this means that if the agreement between us represented by these Terms is terminated, you will receive no Commission for Qualified Players in respect of the period after termination: you will only receive Commission due to you up to the date of termination and not afterwards.
10.10 Upon termination:
11.1 You acknowledged that neither Our Site(s) nor the associated software will be error-free or uninterrupted and that neither we nor any of our Group entities will be liable for the consequences of any errors or interruptions. Further, neither we nor any of our Group Entities make any representation or warranty, express or implied to you as to any matter contemplated by these Terms including the quality, merchantability, fitness for particular use or suitability of Our Site(s) or the associated software.
11.2 Under no circumstances shall either party be liable to the other for indirect, incidental, consequential, special or exemplary damages (including any loss of revenue, profits or data) arising from any provision of these Terms or matters related to these Terms. Our aggregate maximum liability arising with respect to these Terms for any reason will not exceed the total Commissions paid or payable to you pursuant to these Terms. The term "indirect, incidental, consequential, special or exemplary damages" as used in this Clause 11.2 does not include any additional or increased direct costs incurred by TSG Interactive and/or any of our Group entities caused by your breaches of these Terms.
11.3 You represent and warrant that you have independently evaluated the desirability of acting as an affiliate of TSG Interactive and, other than as set forth herein, are not relying on any representation, guarantee or statement made by us.
You will defend, indemnify and hold TSG Interactive and our Group entities and our shareholders, directors, officers, employees, agents and representatives, agents, successors and assigns harmless from and against any and all liabilities, losses, damages and costs, including attorney''s fees and costs, resulting from, arising out of, or in any way connected with (a) any actual or alleged breach by you of any warranty, representation or undertaking by you contained in these Terms; (b) the performance of your duties and obligations under these Terms; (c) your negligence in performing your duties and obligations under these Terms; and/or (d) any injury directly or indirectly caused by your negligence or intentional acts or omissions or the unauthorized use of the Link(s) (e) any Tax required to be paid by you arising from or as a result of any fees payable to you from TSG Interactive pursuant to this Agreement. You shall also indemnify and hold TSG Interactive and our Group entities and our officers, shareholders, employees, directors, agents, successors and assigns harmless at all times from any and all third party claims, actions, suits, demands, damages, losses, liability and all costs and expenses (including, but not limited to, attorneys'' fees) relating to the development, operation, maintenance and content of Your Site(s).
All Trade Secrets and all information concerning TSG Interactive and our Group entities'' operations, structure, personnel, principals, or any other data that can reasonably be considered internal-only information shall be kept in strict confidence by you. This includes (but is not limited to) any correspondence between us and you and any information regarding the number of players on Our Site(s), Rake amounts and any other financial, statistical or other information that is provided by us to you, whether or not such information includes a mark affirming its confidentiality. All this information shall remain confidential after the expiry of these Terms until such times as the information ceases to be confidential, other than by breach of these Terms or any additional confidentiality agreement that we have required you to sign. We may require you to sign a confidentiality agreement if, at our sole discretion, we determine that the information to be conveyed to you warrants such additional covenants of confidentiality.
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.
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.
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