Rational Services LTD

Welcome email from pokerstars.com

Dear Poker player,

Your email validation code is 111111

To validate your email address, first return to your PokerStars program.

Go to the main lobby screen (the first screen that appears when you start your program), and select “Account” from the top menu.

Choose the “Validate Email Address …” menu item. You will be prompted to LogIn (unless you are already logged in). Enter the UserID (nickname) and Password that you provided when creating your account.

After completing the login process you will get the “Validate email address” dialog box. Enter your validation code and click on the “Validate” button. A message should appear confirming that your email address has been validated.

This will activate your account and you can now enjoy the games at PokerStars.

Please note that while we will not give or sell your email address to anyone, this e-mail address will be used to send various PokerStars related emails, including promotional newsletters and tournament results.

If you have any questions, please contact PokerStars Support. Make sure to include your UserID (nickname) in the email.

Good luck at the tables,
PokerStars Team

POKERSTARS END USER LICENSE AGREEMENT

This end user license agreement (the “Agreement”) should be read by you (the “User” or “you”) in its entirety prior to your use of PokerStars’ service or products. Please note that the Agreement constitutes a legally binding agreement between you and Rational Entertainment Enterprises Limited (referred to herein as “PokerStars”, “us” or “we”) which owns and operates the Internet site found at www.pokerstars.com (the “Site”). In addition to the terms and conditions of this Agreement, please review our Privacy Policy and the Poker Rules as well as the other rules, policies and terms and conditions relating to the games and promotions available on the Site as posted on the Site from time to time, which are incorporated herein by reference, together with such other policies of which you may be notified of by us from time to time.

By clicking the “I Agree” button below as part of the software installation process and using the Software (as defined below), you consent to the terms and conditions set forth in this Agreement, the Privacy Policy and the Poker Rules as each may be updated or modified from time to time in accordance with the provisions below and therein.

1. GRANT OF LICENSE/INTELLECTUAL PROPERTY

1.1 Subject to the terms and conditions contained herein PokerStars grants the User a non-exclusive, personal, non-transferable right to install and use the PokerStars poker software (”Software”) in order to access the PokerStars servers and play the poker games (the “Games”) available (the Software and Games together being the “Service”).

1.2 The Software is licensed to you by PokerStars for your private personal use. Please note that the Software is not for use by (i) individuals under 18 years of age, (ii) individuals under the legal age of majority in their jurisdiction and (iii) individuals connecting to the Site from jurisdictions from which it is illegal to do so. PokerStars is not able to verify the legality of the Service in each jurisdiction and it is the User’s responsibility to verify such matter.

1.3 We reserve the right at any time to request from you evidence of age in order to ensure that minors are not using the Service. We further reserve the right to suspend or cancel your account and exclude you, temporarily or permanently, from using the Service if satisfactory proof of age is not provided or if we suspect that you are underage.

1.4 The Software’s code, structure and organisation are protected by copyright, trade secrets, intellectual property and other rights. You may not:

(a) copy, distribute, publish, reverse engineer, decompile, disassemble, modify, or translate the Software or make any attempt to access the source code to create derivate works of the source code of the Software, or otherwise;

(b) sell, assign, sublicense, transfer, distribute or lease the Software;

(c) make the Software available to any third party through a computer network or otherwise;

(d) export the Software to any country (whether by physical or electronic means);

without the prior written consent of PokerStars; or

(e) use the Software in a manner prohibited by applicable laws or regulations,

(each of the above is an “Unauthorised Use”).

You will be solely liable for any damage, costs or expenses arising out of or in connection with the commission by you of any Unauthorised Use. You shall notify PokerStars immediately upon becoming aware of the commission by any person of any Unauthorised Use and shall provide PokerStars with reasonable assistance with any investigations it conducts in light of the information provided by you in this respect.

1.5 The terms “PokerStars”, and any other trade marks, service marks and/or trade names used by PokerStars on the Site from time to time (the “Trade Marks”), are the trade marks, service marks and/or trade names of PokerStars or one of its group companies and/or its licensors, and these entities reserve all rights to such Trade Marks. In addition, other content on the Site, including, but not limited to, the Software, images, pictures, graphics, photographs, animations, videos, music, audio and text (the “Site Content”) belongs to PokerStars or one of its group companies and/or its licensors and is protected by copyright and/or other intellectual property or other rights. You hereby acknowledge that by using the Service and the Site you obtain no rights in the Site Content, or any part thereof. Under no circumstances may you use the Site Content without PokerStars’ prior written consent.

2. NO WARRANTIES

2.1 PokerStars disclaims any and all warranties, expressed or implied, in connection with the Service which is provided to you “AS IS” and we provide you with no warranty or representation whatsoever regarding its quality, fitness for purpose, completeness or accuracy.

2.2 Regardless of our efforts to provide you with service of the highest quality, safety and security, we make no warranty that the Service will be uninterrupted, timely or error-free, that defects will be corrected or that the services found therein shall be free from viruses or bugs.

2.3 PokerStars reserves the right to suspend, discontinue, modify, remove or add to the Service in its absolute discretion with immediate effect and without an obligation to provide you with notice and we shall not be liable in any way whatsoever for any loss suffered as a consequence of any decision made by PokerStars in this regard.

3. AUTHORITY

PokerStars retains authority over the issuing, maintenance, and closing of Users’ accounts at PokerStars. The decision of PokerStars’ management, as regards any aspect of a User’s account, use of the Service, or dispute resolution, is final and shall not be open to review or appeal.

4. YOUR REPRESENTATIONS AND WARRANTIES

Prior to your use of the Service and on an ongoing basis you represent, warrant, covenant and agree that:

4.1 You acknowledge that there is a risk of losing money when using the Service and that PokerStars has no responsibility to you for any such loss.

4.2 You agree that your use of the Service is at your sole option, discretion and risk.

4.3 You agree that you are required to provide us with certain personal details about yourself (including details regarding your methods of payment) for the purpose of using the Service. Our control of the information provided by you shall be subject to our Privacy Policy.

4.4 You are solely responsible for any applicable taxes which may be payable on winnings paid to you.

4.5 You are solely responsible for the telecommunications networks and Internet access services required for you to access and use the Service and we shall have no liability whatsoever for any deficiencies therein.

5. PROHIBITED USES

5.1 SOFTWARE MODIFICATIONS. User may not attempt to modify, decompile, reverse-engineer or disassemble the Software in any way.

5.2 PERSONAL USE. The Service is intended solely for the User’s personal use. The User is only allowed to wager for his/her personal entertainment. Under no circumstances shall a User be permitted to use his/her “real money account” with PokerStars for any purpose other than for using the Service. The User must provide full and truthful information in respect of all details and information provided by the User to PokerStars and the User is obligated to update such details in the event of any change thereto. A User may only have one account with PokerStars and shall only use the Service using such single account. Furthermore a User shall not permit another person to use the Service via his account.

5.3 COLLUSION. Collusion between Users by sharing hole cards or by any other methods is strictly forbidden. PokerStars reserves the right, in addition to other measures, to restrict seating and/or to prohibit Users from playing at a particular poker table or in a tournament, including restricting two or more Users from playing together at the same table or in the same tournament. In addition, PokerStars reserves the right to consider any collusion between players (including Users) as a material breach of this Agreement and accordingly PokerStars shall have the right to terminate a User’s account if a User engages or attempts to engage in any such activity, regardless of the outcome of such attempt.

5.4 EXTERNAL PLAYER ASSISTANCE PROGRAMS (EPA). PokerStars prohibits those External Player Assistance Programs (”EPA Programs”) which are designed to provide an “Unfair Advantage” to players. PokerStars defines “External” to mean computer software (other than the Software), and non-software-based databases or profiles (e.g. web sites and subscription services). PokerStars defines an “Unfair Advantage” as any instance in which a User accesses or compiles information on other players beyond that which the User has personally observed through the User’s own game play. We encourage you to read our Prohibited Online Software FAQ.

5.5 AUTOMATIC PLAYERS (BOTS). The use of artificial intelligence including, without limitation, “robots” is strictly forbidden in connection with the Service. All actions taken in relation to the Service by a User must be executed personally by players through the user interface accessible by use of the Software.

5.6 You agree that PokerStars may take steps to detect and prevent the use of prohibited EPA Programs. These steps may include, but are not limited to, examination of software programs running concurrently with the PokerStars Software on the User’s computer.

5.7 CHIP-DUMPING. Chip-dumping occurs when any User intentionally loses a hand in order to deliberately transfer his chips to another User. Any User who chip-dumps or attempts to chip-dump with any other User while using the Service may be permanently banned from using the Service and their account may be terminated immediately. In such circumstances PokerStars will be under no obligation to refund to you any monies that may be in your PokerStars account at such time.

5.8 FRAUDULENT BEHAVIOR. In the event that PokerStars deems that a User has engaged or attempted to engage in fraudulent, unlawful, dishonest or improper activity while using the Service, including without limitation, engaging in any of the activities set forth above or any other game manipulation, or the making of any fraudulent payment, including without limitation, use of a stolen credit card or fraudulent chargeback or money laundering, PokerStars shall be entitled to take such action as it sees fit, including immediately blocking access to the Service, terminating such User’s account with PokerStars, seizing all monies held in the User’s PokerStars account, disclosing such information (including the identity of the User) to financial institutions, relevant authorities and/or any person or entity that has the legal right to such information, and/or taking legal action against such User.

6. OFFENSIVE LANGUAGE OR CONTENT

The User is prohibited from posting any unlawful, obscene, libelous, defamatory, threatening, or other material that would violate any law or generally be considered to be offensive, via the Service using the chat option, the player images option or in correspondence with PokerStars’ staff.

When using the chat option offered to Users via the Service, Users are prohibited from making any statements which promote any service or product of any party except PokerStars. Further, Users shall not make statements about PokerStars or the Service that are untrue or would reasonably be considered to be derogatory or critical.

7. BREACH

7.1 Without prejudice to any other rights, if a User breaches in whole or in part any provision contained herein, PokerStars reserves the right to take such action as it sees fit, including terminating this Agreement, immediately blocking access to the Service to such User, terminating such User’s account with PokerStars, seizing all monies held in the relevant PokerStars account and/or taking legal action against such User.

7.2 You agree to fully indemnify, defend and hold harmless PokerStars and its shareholders, directors and employees from and against all claims, demands, liabilities, damages, losses, costs and expenses, including legal fees and any other charges whatsoever, howsoever caused, that may arise as a result of:

7.2.1 your breach of this Agreement, in whole or in part;

7.2.2 violation by you of any law or any third party rights; and

7.2.3 use by you of the Service or use by any other person accessing the Service using your Login Credentials (as defined below) , whether or not with your authorization.

8. LIMITATION OF LIABILITY

Under no circumstances, including negligence, shall PokerStars be liable for any special, incidental, direct, indirect or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use (or misuse) of the Service even if PokerStars had prior knowledge of the possibility of such damages.

9. SECURITY AND YOUR ACCOUNT

9.1 Each User account shall be accessible through the use of a combination of a unique User ID (”User ID”), a unique and secret password (”Password”), and an optional numeric (”Secure ID”) (the User ID, Password and Secure ID together being referred to as the “Login Credentials”). The User is obligated to choose his/her own User ID and Password in accordance with the rules relating thereto. If a Secure ID is associated with a User account, this Secure ID will be selected at random by the Service.

9.2 The User agrees that he/she is solely responsible for all use of the Service under his/her Login Credentials and that he/she shall not disclose the Login Credentials to any person whatsoever.

9.3 The User is obliged to keep his/her Login Credentials secret and confidential at all times and to take all efforts to protect their secrecy and confidentiality. Any unauthorized use of the Login Credentials shall be the sole responsibility of the User and be deemed as his/her use. Any liability therefrom shall be that of the User.

9.4 Please note that monies held in your PokerStars account do not accrue interest.

9.5 You will not be able to place any bets using the Service in an amount greater than the total amount of money in your PokerStars account.

9.6 You are fully responsible for paying all monies owed to PokerStars. You agree not to make any chargebacks, and/or deny or reverse any payment made by you in respect of the Service. You will reimburse PokerStars for any chargebacks, denial or reversal of payments you make and any loss suffered by us as a consequence.

9.7 PokerStars reserves the right to run credit and/or identity checks on a User, with third party credit agencies or services, using the information provided to us by a User on registration with the Service.

9.8 PokerStars reserves the right to use third party electronic payment processors and/or financial institutions to process payments made by and to you in connection with your use of the Service.

10. OTHER

This product includes software developed by the OpenSSL Project for use in the OpenSSL Toolkit (http://www.openssl.org).

11. DISPUTES

The User accepts that the historical data of each game shall be as recorded on the PokerStars servers. In the event of a discrepancy between the cards displayed on your computer and the game records on the PokerStars’ server the latter shall prevail. The User accepts that the “Instant Hand History” feature of the Software shall not be considered as the official historical record of any hand.

12. AMENDMENT

PokerStars reserves the right to update or modify this Agreement or any part thereof at any time without notice and you will be bound by such amended Agreement within 14 days of it being posted at the Site. Therefore, we encourage you to visit the Site regularly and check the terms and conditions contained in the version of the Agreement in force at such time. Your continued use of the Site shall be deemed to attest to your agreement to any amendments to the Agreement.

13. GOVERNING LAW

The Agreement and any matters relating hereto shall be governed by, and construed in accordance with, the laws of the Isle of Man. Each party irrevocably agrees that the relevant courts of the Isle of Man shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the Agreement and any matter arising therefrom and irrevocably waives any right that it 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.

14. SEVERABILITY

If a provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the validity or enforceability in that jurisdiction of any other provision hereof or the validity or enforceability in other jurisdictions of that or any other provision hereof.

15. ASSIGNMENT

PokerStars reserves the right to assign this agreement, in whole or in part, at any time without notice. The User may not assign any of his/her rights or obligations under this Agreement.

16. MISCELLANEOUS

16.1 No waiver by PokerStars of any breach of any provision of this Agreement (including the failure of PokerStars to require strict and literal performance of or compliance with any provision of this Agreement) shall in any way be construed as a waiver of any subsequent breach of such provision or of any breach of any other provision of this Agreement.

16.2 Nothing in this Agreement shall create or confer any rights or other benefits in favour of any third parties not party to this Agreement.

16.3 Nothing in this Agreement shall create or be deemed to create a partnership, agency, trust arrangement, fiduciary relationship or joint venture between you and us.

16.4 This Agreement constitutes the entire understanding and agreement between you and us regarding the Service and supersedes any prior agreement, understanding, or arrangement between you and us.

16.5 The English language version of this Agreement shall be the prevailing version in the event of any discrepancy between any translated versions of this Agreement.

PokerStars Affiliate program:

Before agreeing to participate in the PokerStars Affiliate Programme (the “Programme”) this affiliate agreement (the “Agreement”) should be read carefully by the individual or other legal entity that may execute it (from here on “you”, “your” or the “Affiliate”). It sets out the terms and conditions that govern the relationship between Rational Services Limited (from here on “Rational”, “we”, “our” or “us”) and you which permits you to become an Affiliate of Rational and to market and promote the Internet site located at www.pokerstars.com and other online poker sites or related sites as we may designate during the term of this Agreement (the “Site”).
By clicking the “I Agree” button below you execute and consent to the terms and conditions set forth in this Agreement as may be updated or modified from time to time in accordance with the provisions below and the Agreement constitutes a legally binding agreement between you and Rational which exists within the corporate group that owns and operates the Site (”PokerStars”).
1. Preamble and Definitions

1.1. When used in this Agreement, each of the following terms shall have the meaning attributed to it below:

(a) “Commission” shall have the meaning given to it in Section 4.1 below.

(b) “CPA Commission” means commission calculated on the basis of the number of Qualified Poker Players per month.

(c) “Effective Date” shall mean the date of you executing this Agreement.

(d) “Expenses” shall mean freerolls, bonuses or promotional amounts given to the player, uncollectible revenues (including any charge-backs, payment reversals etc.), a fixed cost (representing the average redeem value of each FPP) designated by Rational to each FPP earned by a player and/or reasonable payment processing services charges that are paid by Rational to third parties in respect of the player’s deposits and cashouts.

(e) “FPPs” shall mean the reward points which are also known as “Frequent Player Points” and which shall be awarded by PokerStars to Qualified Poker Players playing real money tournaments and ring games only (thereby excluding, without limitation, FPPs earned as tournament awards, for surveys, Customer Service Representative (CSR) credits) under such terms as shall be published on the Site and as such shall exist from time to time.

(f) “Gross Revenue” shall mean the sum total of a Qualified Poker Player’s contributions to Rakes and Tournament Fees while playing on software downloadable from the Site. Any Qualified Poker Player’s contribution to a Rake shall be determined by dividing the total Rake of a hand where such Qualified Poker Player was dealt cards by the number of players dealt in such hand.

(g) “Link(s)” shall mean the banners, text links and other links all linking to the Site posted on the Website(s).

(h) “Marketing Codes” shall mean the unique alphanumeric string provided by PokerStars for the purposes of tracking the number of Qualified Poker Players and calculating the amount of Commissions due to the Affiliate.

(i) “Revenue Share” means commission calculated on the basis of monthly Gross Revenue less monthly Expenses.

(j) “Programme Site” shall mean the site located at http://www.pokerstars.com/poker/affiliate/ on the Site or other sites as designated by PokerStars from time to time.

(k) “Qualified Poker Player” shall mean an Internet user without a prior account with PokerStars who (i) accesses the Site directly through a Link or enters a Marketing Code and downloads and installs the software; (ii) opens a new user account; and (iii) earns the minimum number of FPPs required, as notified by PokerStars to the Affiliate.

(l) “Rake” shall mean the proportion retained by or on behalf of PokerStars or one of its affiliates from the central fund/pot containing all players’ wagers during each ‘real money’ game of poker on the Site.

(m) “Tournament Fees” shall mean the fees retained by or on behalf of PokerStars from the “buy-ins” paid by Qualified Poker Players registering for real money tournaments on the Site.

(n) “Tracker” shall mean the unique tracking hyperlink (URL) to the Site provided by PokerStars for the purposes of tracking the number of Qualified Poker Players and calculating the amount of Commissions due to the Affiliate.

(o) “Trade Marks” means any trade mark used, registered, or applied for by PokerStars, including, but without limitation, “POKERSTARS”, “POKERSTARS.COM”, “EPT”, “LAPT” and “APPT”.

(p) “Trade Secrets” means any know-how, trade secrets, marketing information, business plan, market information, customer lists, network clients list, suppliers’ information, confidential information or other related confidential information concerning or relating to the activities of PokerStars or any entity existing within the same corporate group in which PokerStars exists.

(q) “Website(s)” means those website(s) that are owned and/or controlled by the Affiliate and which are submitted by the Affiliate as websites that are to be included in the Programme.

1.2. The title headings of the Sections of this Agreement are solely for the sake of convenience and shall bear no weight in the Agreement’s interpretation. The Preamble to this Agreement constitutes an integral part thereof.

1.3. Where the context requires, words importing the singular shall include the plural and vice versa.
2. Application to join the Programme

2.1. In order to become an affiliate of PokerStars you must submit a completed PokerStars Affiliate Programme Application Form.

2.2. We will review your application and we may then, in our sole discretion, notify you that we accept or reject your application to participate in the Programme or require further information from you.

2.3. In the event that we request additional information from you in accordance with Section 2.2 above, your application will be treated as having been re-submitted to PokerStars and we will review it in its entirety and subsequently notify you of your acceptance or rejection to the Programme as determined by us in our sole discretion.

2.4. Without in any way limiting our discretion to determine that a Website is not suitable for the Programme, we will reject your application if, in our sole discretion, we determine that any of the content included on a Website is unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable including, without limitation, content that is aimed at minors; displays sexual, pornographic or obscene acts; contains graphic violence; contains discriminatory content (whether based on race, sex, religion, nationality, ethnicity, sexual preference, physical disability, gender or otherwise) or violates the intellectual property rights of any other party.
3. Appointment

3.1. Subject to the terms and conditions of this Agreement, PokerStars grants to the Affiliate, for the term set in forth in Section 7.1, the non-exclusive and non-transferable right to market and promote the Site solely by means of the placing of the Link(s) or Marketing Codes on its Website(s).

3.2. The Affiliate shall fully comply with PokerStars’ most recent guidelines in relation to the Link(s), such guidelines being incorporated into and form part of this Agreement and which shall be posted on the Programme Site.

3.3. The Affiliate may not assign its rights and/or obligations under this Agreement, in full or in part, to any third party.

3.4. The Affiliate hereby acknowledges that nothing herein shall be deemed to grant it exclusivity in relation to providing services to PokerStars and it shall not claim any type of exclusivity in its relationship with PokerStars at any time.
4. Payment

4.1. PokerStars undertakes to pay the Affiliate a commission which shall be either CPA Commission or Revenue Share as indicated and detailed by PokerStars in its notification of its acceptance of your application to the Programme (the “Commission”).

4.2. In order to calculate the Commission, PokerStars shall use the Trackers and/or Marketing Codes and PokerStars shall have no obligation to pay the Affiliate any Commission if the Affiliate does not use the Trackers and/or Marketing Codes.

4.3. The Affiliate hereby agrees that PokerStars’ measurements and calculations in relation to the Commissions shall be final and not subject to review or appeal, save in the case of manifest error.

4.4. Payments pursuant to this Section 4 shall be effected by PokerStars to the Affiliate within 30 days of the end of the previous calendar month to which such Commission relates.

4.5. In the event that the Commission due to be paid to the Affiliate in respect of any calendar month is less than US$75 (seventy five US dollars) (the “Threshold Commission”), PokerStars shall not make such payment until such time as the Commission equals or exceeds the Threshold Commission.

4.6. PokerStars retains the right to review all Commission for possible fraud on your part or on the part of the Qualified Poker Player. In the event that PokerStars reasonably deems that fraud has occurred in relation to the generation of the Commission, PokerStars shall be entitled to withhold such Commission or set-off an appropriate amount from future payments of Commission. For the purpose of this Agreement and by way of example only the term “fraud” shall include, but shall not be limited to, actual or attempted (i) chargeback by a Qualified Poker Player in relation to their initial deposit, (ii) collusion on the part of the Qualified Poker Player with any other player on the Site; or (iii) the offering or providing by the Affiliate or any third party of any unauthorised incentive (financial or otherwise) to potential Qualified Poker Players.
5. Representations and Undertakings of the Affiliate

5.1. The Affiliate represents to PokerStars that it has the ability, experience, expertise and resources to perform all of its obligations hereunder.

5.2. The Affiliate agrees to place the Link(s) or Marketing Codes on its Website(s), to ensure that the Link(s) is properly formatted at all times and that it shall not create any link from its Website(s) to the Site other than the Link(s) without the prior written consent of PokerStars.

5.3. The Affiliate agrees to use its best efforts to market and promote the Site, in a manner consistent with good business ethics and in good faith towards PokerStars.

5.4. The Affiliate warrants and undertakes that there is no legal, commercial, contractual or other restriction, which precludes or might preclude it from fully performing its obligations pursuant to this Agreement. The Affiliate undertakes, that if there should, at any time during the entire term of the Agreement, occur anything to prevent it from wholly fulfilling its obligations hereunder, the Affiliate shall notify PokerStars immediately and PokerStars shall be entitled to terminate this Agreement by immediate notice, without advance warning and without the requirement to make any further payments by PokerStars to the Affiliate following the termination.

5.5. The Affiliate represents and warrants that it has evaluated the laws relating to its activities and obligations hereunder and it has independently concluded that it can enter this Agreement and fulfil its obligations hereunder without violating any applicable rule of law.

5.6. The Affiliate undertakes to comply with all reasonable instructions received from PokerStars in relation to the Affiliate’s activities in marketing and promoting the Site including, without limitation, any instruction received from the Company requesting the Affiliate to post on the Website(s) information regarding new features and promotions on the Site.

5.7. The Affiliate acknowledges that the placement of the Link(s) on the Website(s) and the Affiliate’s conduct as an affiliate has the potential to inflict substantial damage to PokerStars’ trade marks, reputation and goodwill and that you shall at all times act in a manner that will not harm such trade marks, goodwill and reputation of PokerStars and PokerStars’ name.

5.8. The Affiliate hereby undertakes not to modify any of the Link(s) without the prior written approval of PokerStars.

5.9. The Affiliate hereby undertakes that without the prior written approval of PokerStars it shall neither offer nor provide incentives (financial or otherwise) to any Qualified Poker Players or any potential Qualified Poker Player.

5.10. The Affiliate agrees that it is solely responsible for the development, operation and maintenance of the Website(s) and for all materials that appear on the Website(s) at any time. The Affiliate shall ensure that no material appears at any time on the Website(s) which consists of the intellectual property of others for which the Affiliate is not properly licensed to use, information that is scandalous, fraudulent or offensive or any other information that may be the cause of action in law or in equity. The Affiliate shall indemnify and hold PokerStars and its 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 the Website(s).

5.11. The Affiliate shall refrain from marketing the Site in any way which might compete with PokerStars’ own marketing efforts, unless the Affiliate has received written approval from PokerStars in such regard. By way of example only, the following activities will be considered to be activities, which if undertaken by the Affiliate, would compete with PokerStars’ own marketing efforts and are prohibited hereunder: (i) the placement of Links on any Internet sites on which PokerStars place advertisements for the Site; (ii) the placement of a Link on any Internet site other than the Website(s); and (iii) the promotion of the Site by you by way of keyword advertising with Internet search engines. A breach by the Affiliate of the foregoing provisions will constitute a breach of this Agreement, and PokerStars retains full authority to (i) terminate this Agreement immediately in the event of such breach and (ii) indefinitely withhold from the Affiliate any commission accrued to its benefit through such competitive activities.
6. Intellectual Property Rights

6.1. For the sole purpose of the Affiliate performing its duties and obligations hereunder and for the term of the Agreement PokerStars grants the Affiliate a non-exclusive, non-transferable and revocable license to use the Trade Marks solely in connection with the placing of the Link(s) on the Website(s). This license cannot be sub-licensed, assigned or otherwise transferred by you.

6.2. The Affiliate undertakes not to make use of the Trade Marks and Trade Secrets of PokerStars in a manner not considered herein without the prior written consent of PokerStars. In particular, the Affiliate is not permitted to register a domain name that includes, incorporates or consists of the Trade Marks or any domain name that is confusingly similar to the Trade Marks.

6.3. On execution of this Agreement and as a continuing obligation, the Affiliate will inform PokerStars of any domain names they own which breach clause 6.2. Once we become aware that you have registered a domain name in breach of clause 6.2 you will be informed and required to transfer the domain name to us forthwith and free of charge to any company we nominate. YOUR OBLIGATION TO TRANSFER DOMAIN NAMES REGISTERED IN BREACH OF CLAUSE 6.2 EXTENDS TO DOMAIN NAMES REGISTERED PRIOR TO THE DATE OF EXECUTION OF THIS AGREEMENT. Until the domain name has been transferred to the nominated company you will not allow the domain name registration to lapse. We may, in our sole discretion, withhold all Commission payments that may be due to you until the domain name is transferred.

6.4. Nothing herein shall be considered or understood to be a transfer by PokerStars to the Affiliate of any rights whatsoever in the Trade Marks or Trade Secrets or any other intellectual property rights whatsoever and, in particular, the Affiliate agrees not to submit a trade mark application in any jurisdiction that is confusingly similar to the Trade Marks.

6.5. Affiliate hereby acknowledges that all information relating to all of the Qualified Poker Players is the exclusive and sole property of PokerStars and that the Affiliate shall have no rights therein whatsoever.

6.6. PokerStars reserves all of its intellectual property rights in the Trade Marks and Trade Secrets and may revoke the license granted to the Affiliate at any time in its sole discretion by informing the Affiliate of such revocation in writing. The Affiliate shall not assert the invalidity, unenforceability or contest the ownership of the Trade Marks in any action or proceeding whatsoever and shall not take any action that may prejudice PokerStars’ rights in the Trade Marks.
7. Term and Termination

7.1. This Agreement shall come into effect from the Effective Date and shall continue in full force until it is terminated in accordance with the provisions set out herein.

7.2. You may terminate this Agreement at any time, with or without cause upon written notice to us.

7.3. We may terminate this Agreement immediately if you breach any of the following clauses: 3.2, 3.4, 5.2, 5.4, 5.7, 5.8, 5.9, 5.10, 5.11, 6.1, 6.2, 6.3 and 6.5 or if, in our sole opinion, you have acted in a manner that undermines the nature of this Agreement or there is a breakdown of trust between you and us.

7.4. We may terminate this Agreement at any time on 30 days’ written notice.

7.5. In the event that the Affiliate suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 OR (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply we may terminate this Agreement immediately.

7.6. Termination shall not extinguish either of the parties’ obligations under this Agreement which by their terms or context are intended to survive the termination of the Agreement.

7.7. Notwithstanding Section 7.5 above and for the avoidance of doubt, it is hereby clarified that PokerStars shall not be liable to pay any Commissions for Qualified Poker Players where such Qualified Poker Players are generated by the Link(s) following the termination of this Agreement.

7.8. Following the termination of this Agreement and the payment to the Affiliate of monies due to it as at the time of termination, PokerStars shall have no obligation to make any further Commission payments to the Affiliate.

7.9. Upon termination the Affiliate shall immediately remove from the Website(s) and cease to use all Link(s), Trade Marks and any other materials of any form provided by or on behalf of PokerStars to the Affiliate pursuant to this Agreement and all licenses and rights granted hereunder to the Affiliate shall immediately terminate. Upon termination of the Agreement, the Affiliate will promptly return to PokerStars any confidential information in its control or possession.
8. Disclaimer and Limitation of Liability

8.1. PokerStars does not warrant that the Site or applicable software will be error-free or uninterrupted and will not be liable for the consequences of any errors or interruptions. Further, PokerStars makes no representation or warranty, express or implied to the Affiliate as to any matter contemplated by this Agreement, the quality, merchantability, fitness for particular use or suitability of the Site or the software.

8.2. 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 date) arising from any provision of this Agreement or matters related to the provisions contained herein. PokerStars’ aggregate maximum liability arising with respect to this Agreement will not exceed the total Commissions paid or payable to the Affiliate pursuant to the terms of this Agreement. The term “indirect, incidental, consequential, special or exemplary damages” as used in this Section 8.2 does not include any additional or increased direct costs of PokerStars caused by acts of the Affiliate constituting a breach of this Agreement.

8.3. The Affiliate hereby represents and warrants that it has independently evaluated the desirability of acting as an affiliate of PokerStars and, other than as set forth herein, is not relying on any representation, guarantee or statement of PokerStars.
9. Indemnity

The Affiliate shall defend, indemnify and hold PokerStars and its 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 breach by the Affiliate of any warranty, representation or undertaking by the Affiliate contained in this Agreement; (b) the performance of the Affiliate’s duties and obligations under this Agreement; (c) the Affiliate’s negligence in performing its duties and obligations under this Agreement; or (d) any injury directly or indirectly caused by the Affiliate’s negligence or intentional acts or omissions or the unauthorized use of the Link(s).
10. Confidentiality

All information concerning PokerStars’ and/or Rational’s operations, structure, personnel, principals, or any other data that can reasonably be considered internal-only information shall be kept in strict confidence by the Affiliate. This includes (but is not limited to) any information regarding the number of players on the Site, Rake amounts and any other financial, statistical or other information that is provided by PokerStars to the Affiliate, whether or not such information includes a mark affirming its confidentiality. All this information shall remain confidential after the expiry of the Term. PokerStars may require the Affiliate to sign a confidentiality agreement if, in its sole discretion, it determines that the information to be conveyed to the Affiliate warrants such additional covenants of confidentiality.
11. Independent investigation

You confirm that you have read the Agreement, have had an opportunity to consult with your own legal advisors if so desired, and agree to all its terms and conditions. You confirm that you have independently evaluated the desirability of participating in the Programme and you are not relying on any representations, guarantee or statement other than as set forth in this Agreement.
12. Modification

PokerStars reserves the right to update or modify this Agreement or any part thereof at any time without notice and you will be bound by such amended Agreement within 14 days of it being posted at the Site. Therefore, we encourage you to visit the Site regularly and check the terms and conditions contained in the version of the Agreement in force at such time. Your continued participation in the Programme shall be deemed to attest to your agreement to any amendments to the Agreement.
13. General

13.1. All notices, requests, demands and all other communications (unless specified otherwise in this Agreement) under this Agreement 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 PokerStars in connection with this Agreement or the Programme generally may be sent via email to affiliates@pokerstars.com.

13.2. This Agreement shall, upon execution, constitute the entire agreement between the parties with respect to the subject matter hereof and nullifies all previous understandings, both oral and written, between the parties in respect of the subject matter hereof and shall supersede all previous agreements between the parties, whether made orally or in writing.

13.3. It is hereby agreed that the Affiliate is an independent contractor and neither this Agreement, nor any term or condition contained herein, shall be construed as creating a partnership, joint venture or agency relationship or as granting a franchise between the parties.

13.4. If any provision of this Agreement 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.

13.5. No waiver of any breach of any provisions of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

13.6. This Agreement shall be governed by English law. You irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to hear any claim, dispute or matter arising out of or in connection with this Agreement and you waive any objection to proceedings in such courts on the grounds that such courts are an inconvenient forum. Notwithstanding the preceding sentence, nothing in this clause shall prevent us from taking proceedings against you in any other court of competent jurisdiction.

13.7. For the avoidance of doubt it is hereby clarified that under no circumstances shall the Affiliate have the authority to bind, obligate or commit PokerStars in any way whatsoever or to assume debts or obligations on its behalf, nor shall the Affiliate represent itself as having such authorities at any time, unless such authorities have been expressly granted to the Affiliate in a written deed.