Affiliate Terms
These Affiliate Terms (“Terms”) govern participation in the Stake Affiliate Program (“Program”) operated by Medium Rare N.V. (trading as and referred to as “Stake” in these Terms) and operating the website stake.com (“Website”).
By participating in the Program or accepting these Terms, whichever is earlier (“Effective Date”) you agree to be bound by these Terms. These Terms, taken together with the Stake Terms and Conditions and Privacy Policy, form a binding agreement between you and Stake in relation to your participation in the Program (“Agreement”).
In the event of conflict between these Terms and the Stake Terms and Conditions or Privacy Policy, the Stake Terms and Conditions and Privacy Policy prevail to the extent of any inconsistency.
You and Stake may be referred to as a “Party”, or collectively as “Parties” in these Terms.
1. Services
1.1 Stake hereby engages you to perform the services specified in Schedule A (the “Services”) if you are accepted into the Program.
1.2 By participating in the Program, you agree to provide the Services in accordance with the standards specified in Schedule B (“Standards”), or as otherwise directed by Stake in writing from time to time (at its’ absolute discretion).
1.3 Stake will implement quality assurance mechanisms in relation to the Services. You agree that you will immediately adjust the delivery of the Services in accordance with the quality assurance feedback provided by Stake.
1.4 Stake reserves the right to amend the scope of the Services to comply with the quality assurance standards implemented from time to time by Stake or to request that you re-perform the Services in accordance with those quality assurance standards.
1.5 For the avoidance of any doubt, Stake may, at any time, request you delete any content or material that comprises the Services by notice in writing to you. You agree that you will immediately comply with this deletion request.
2. Term and Termination
2.1 This Agreement commences on the Effective Date until:
terminated by you, by giving fourteen (14) days written notice;
terminated by Stake immediately upon written notice to you without cause.
2.2 For the avoidance of any doubt, you agree that you cannot unilaterally change the scope of the Services during the Term. Whilst you may request the scope of the Services are updated during the Term, Stake has absolute discretion to reject that request.
2.3 Where Stake terminates this Agreement on the basis it suspects you have engaged in, participated in or otherwise been associated with illegal behaviour, Stake reserves the right to report your behaviour to the relevant authorities.
2.4 Upon termination:
all rights and licences granted to you pursuant to this Agreement are terminated;
you must cease all advertising and publication of materials in relation to Stake; and
your entitlement to any Payment ceases.
3. Payment
3.1 In exchange for the Services provided by you, Stake will pay you as specified in Schedule C (“Payment”).
3.2 Stake reserves the right to withhold (in whole or in part) any payment to you if you are or are reasonably suspected to be in breach of this Agreement, at its absolute discretion and without any liability to you whatsoever.
3.3 You are responsible for paying or remitting all applicable taxes in relation to the Payment.
3.4 The Parties acknowledge that the processing of the Payment may be subject to delays which are outside Stake’s control, and for which Stake takes no responsibility.
4. Eligibility
4.1 You must satisfy all the conditions in Schedule D (“Eligibility Requirements”) (which Stake may amend from time to time in writing), to participate in the Program.
4.2 Stake reserves the right to evaluate your satisfaction of the Eligibility Requirements in and notify you of any non-compliance, which must be remedied immediately upon notification.
4.3 You acknowledge that notwithstanding your satisfaction of any Eligibility Requirements, Stake has absolute discretion to accept or reject your application and participation in the Program.
4.4 You agree that you will provide Stake with all information it requests from time to time.
4.5 You warrant that all information given to Stake in the course of the application process and during the Term is complete and accurate at all times. You further agree that you will promptly provide Stake with any further information it requests in order to verify your information.
5. Warranties
5.1 You represent and warrant as follows:
you are not prohibited from providing the Services or using the Website;
you have full capacity and authority to enter into this Agreement;
you will not use any misleading, fraudulent, or unethical marketing tactics;
you will provide the Services in accordance with this Agreement;
you will at all times comply with all applicable laws and regulations when performing the Services, including but not limited to any opt-in or out requirements and any spam related legislation.
you have authority to enter into this Agreement;
you have control (by ownership, license, or otherwise) of the entire right, title, and interest in all of your intellectual property and your content will not infringe on any intellectual property rights of third parties; and
your provision of the Services does not violate any other agreement by which you are bound.
5.2 Stake shall not be responsible or liable for any action, inaction, negligence, or non-compliance by you and expressly disclaims any and all liabilities that may arise in relation to those actions or inaction.
6. Intellectual Property
6.1 You agree that all ownership, rights, title and interest in all content, materials, feedback and all other contributions made by you in the course of the Program or providing the Services will become the exclusive property of Stake upon their creation or provision.
6.2 During the Term, Stake may grant you a limited, non-exclusive, revocable, worldwide, royalty-free right and license to use the trademarks, logos, trade dress, images or other material and other Stake intellectual property (collectively the “Stake IP”). You agree that you will only use the Stake IP in the course of the Program and subject to all limitations or restrictions imposed on that use by Stake from time to time.
6.3 You hereby grant Stake the non-exclusive, non-revokable and worldwide right to use your image, likeness, and/or voice as well as any materials you create in relation to or arising from participation in the Program, for promotional purposes including but not limited to advertising, marketing, and public relations, in any and all media formats, now known or hereafter devised.
6.4 For the avoidance of any doubt, nothing in this agreement transfers or assigns any ownership or title in the Stake IP to you.
7. Limitation of Liability
7.1 Nothing in this Agreement limits any liability which cannot legally be limited, including but not limited to liability for:
death or personal injury caused by negligence; and
fraud or fraudulent misrepresentation.
7.2 To the maximum extent permitted by applicable law in no event will Stake be liable to you for any special, exemplary, punitive, incidental, or consequential damages, including lost profits, arising out of or in connection with the Services under this Agreement, regardless of whether such damages were foreseeable.
7.3 Stake’s liability to you is limited to the Payment actually paid to you in the twelve (12) months preceding any claim.
8. Indemnity
8.1 You will at all times indemnify, defend, and hold harmless Stake and any of its employees, agents, successors, and assigns from and against any and all third-party claims, damages, liabilities, costs and expenses, including reasonable attorney fees, arising out of:
your breach of any obligation, covenant, representation or warranty contained in this Agreement and any associated Schedules;
your unauthorised use of the Stake IP;
your gross negligence and/or misconduct; or
your violation of any applicable law.
9. Use of Information
9.1 You acknowledge that in the course of the Program you may access personally identifying information regarding users of the Website (“End User Information”). In relation to this information, you agree as follows:
use this information solely in accordance with this Agreement and other policies provided to you by Stake from time to time;
not disclose or share this information with anyone, aside from the relevant representatives of Stake who liaise with you in the ordinary course of the Services;
not store, copy or transmit this information for any reason, other than provision of the Services or communication with Stake; and
strictly only use the information in connection with performance of the Services.
9.2 You acknowledge that in the course of the Program, you may obtain access to certain information, including but not limited to the following kinds of information in relation to Stake (in any form whatsoever, including but not limited to in oral, visual, written, electronic, or other tangible or intangible form) (“Confidential Information”):
all information relating to Stake, including the processes, concepts, and ideas behind Stake’s business;
information relating to or contained in this Agreement;
all information relating to Stake’s administrative, financial, or operational arrangements; and
all technical and non-technical information, experience, trade secrets, and know-how relating to Stake’s business affairs, products, services, customers, and strategies, which is directly or indirectly disclosed to you before or after coming into force of this Agreement, whether in writing, orally or electronically, including, without limitation, information or data relating to Stake’s products, systems, ideas, software, design methodology, evaluation methodology and criteria, suppliers, customers, business plans, strategies, and financial situation, and any notes, memoranda, summaries, analyses, compilations or any other writings relating thereto;
any data or information of any description relating to end users or their activities on their accounts on the Website, including End User Information.
9.3 Subject to clause 9.1, you agree as follows:
you will not retain a record of, disclose to any person or entity or use the Confidential Information, except as expressly required by this Agreement or in accordance with Stake’s written directions; and
you will bear full liability in respect of any non-authorised disclosure of the Confidential Information.
9.4 Subject to any written directive issued to you by Stake, upon termination of this Agreement you will cease to use and delete any Confidential Information in your possession or accessible by you, regardless of form.
10. Relationship
10.1 Whilst performing Services under this Agreement, you are at all times acting and performing as an independent contractor. No work, act, commission, or omission by you pursuant to the terms and conditions of this Agreement shall be construed to make or render you as an employee of Stake.
10.2 Nothing in this Agreement shall be deemed or construed to constitute a partnership or joint venture between the Parties, nor to constitute either Party as the agent or the legal representative of the other Party for any reasons whatsoever.
10.3 Neither Party is granted any right or authority to act for, or to incur, assume or create any obligations, responsibility or liability, express or applied, on behalf of the other Party or to bind the other Party in any manner whatsoever.
10.4 You affirm that you are solely personally responsible for all your statements and views posted or published online in the course of providing the Services and that those statements and views do not represent the opinions or perspective of Stake.
11. Non-Disparagement
You agree that you and other persons under you direction or control will not make, publish or communicate, or cause to be made published, or communicated, any disparaging statements or representations, either directly or indirectly, whether orally or in writing, by word or gesture, to any person whatsoever, about Stake or any person or entity affiliated with Stake; provided that this non- disparagement provision does not restrict you from responding truthfully to an order of a court of competent jurisdiction or other binding legal or regulatory obligation.
12. Anti-Bribery
You shall:
12.1 comply with all applicable laws, statutes and regulations relating to anti-bribery, anti-money laundering and anti-corruption;
12.2 not engage in any activity, practice or conduct that would constitute an offence under the applicable laws referred to in clause 12.1;
12.3 comply with the policies relating to ethics, anti-bribery and anti-corruption as Stake may provide to the Partner and update from time to time; and
12.4 promptly report to Stake any request or demand for any undue financial or other advantage of any kind received by you in connection with the performance of this Agreement.
13. Applicable Law
13.1 The Agreement and any matters relating hereto shall be governed by, and construed in accordance with, the laws of Curaçao. You irrevocably agree that, subject as provided below, the courts of Curaçao shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the Agreement and any matter arising therefrom 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.
13.2 Nothing in this clause shall limit the right of Stake 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.
14. Amendments
14.1 Stake reserves the right to amend the terms of the Agreement at any time.
14.2 You will be notified of any substantive changes to the terms of this Agreement. If you continue to provide the Services after the changes are notified to you, this constitutes deemed acceptance of the amended Agreement.
15. Severance
The provisions of this Agreement are independent of and severable from each other. If any provision, or portion thereof, is found to be invalid or unenforceable for any reason, that provision, or portion, shall be deemed modified to the extent necessary to make it valid and operative and in a manner most closely representing the intention of the parties as expressed herein, or if it cannot be so modified, then eliminated, and the remainder of the Agreement shall continue in full force and effect as if the Agreement had been signed with the invalid portion so modified or eliminated.
16. General Terms
16.1 If one or more provisions of this Agreement are held to be unenforceable under applicable law, then such provision may be excluded from this Agreement, the remainder of the Agreement will be interpreted as if such provision were so excluded and the remainder of the Agreement will be enforceable in accordance with its terms.
16.2 This Agreement, including all associated attachments and schedules, represents the entire agreement between the Parties and supersedes any prior agreements, negotiations, letters of intent, deal memos, correspondence, or communication of any kind between the Parties concerning the subject matter herein.
16.3 Any notice required to be given under this Agreement will be deemed effective and validly given if sent by email to the Party to whom the notice is addressed at the email address used for ordinary communications between the Parties. Notice shall be considered effective on the next business day after the email is sent.
16.4 No waiver or any default or breach of this Agreement by either Party shall be deemed a continuing waiver or a waiver of any other breach or default, no matter how similar. Similarly, the specification of any particular remedy in this Agreement shall not serve as a waiver of any other remedy available to either Party at law or in equity.
16.5 You may not assign this Agreement or any rights, duties, or obligations hereunder without the Company’s consent in writing. Stake may assign this Agreement at its discretion.
Schedule A
Services
Key definitions
The following definitions apply the terms used in the Schedules of the Agreement:
Referral Link refers to any unique promotional code or link issued to you by Stake to be used in relation to the Services in the manner required by Stake, the use of which can be tracked in the “Campaigns” section of your Stake account.
Traffic Sources refers to the means by which you obtain or secure user traffic to use the Website.
Affiliate refers to the official title Stake may use in relation to you and your participation in the Program, and “Affiliates” will refer to you and any other participant in the Program collectively.
Commission is based on the wagering activity of your referred Users, calculated in the manner advised to you by Stake from time to time.
Users means those end users of the Website which use your Referral Link to access and play on the Website.
Services
Unless otherwise agreed by Stake in writing, you agree to provide the following Services to Stake: referrals to the Website using Traffic Sources, in accordance with instructions and directives issued to you by Stake from time to time and in accordance with the Standards.
Schedule B
Standards
You must not:
A. publish or endorse any misleading or deceptive marketing or advertising products in relation to Stake.
B. participate in, illicit or endorse any violent, illegal or antisocial activities.
C. act in bad faith in any manner in relation to the Services or your participation in the Program
D. participate in or endorse any fraudulent activities, including but not limited to:
submission of fake or duplicate Traffic Sources or end users to Stake; or
use of bots or other automated mechanisms to generate clicks or impressions in relation to Traffic Sources.
E. use Stake’s user interface or Website for your own website or copy the look and feel of the Website to give the impression of Stake’s endorsement or ownership of your website.
F. promote your Referral Link on websites or third-party platforms which have been prohibited or those which have not been authorised by Stake in writing.
G. operate from, market to or target users in regions which are prohibited or restricted by Stake’s Terms and Conditions. For the avoidance of doubt, your Payment and any associated Commission will not take into account any Traffic Sources originating from jurisdictions which are prohibited or restricted by Stake.
H. promote or encourage the use of VPNs to access the Website.
I. market to or target users who are high risk or minors in the given jurisdiction in which you are advertising.
J. include any minors in your content or published materials;
K. feature alcohol or the effects of intoxication;
L. register your own personal account on the Website using your Referral Link.
M. register any domain names, trademarks, social media accounts, websites or platforms similar to or competing with those used or operated by Stake (to be determined by Stake, at its’ absolute discretion).
N. impersonate or represent that you are employed by, authorised by or act on behalf of Stake.
O. bid or send traffic on Stake branded keywords or search terms for use in search engines, portals or any advertising services.
P. refer to Stake in any way that may impact or damage its’ reputation.
Q. act in a way that is deemed by Stake as inappropriate or in a manner that might adversely impact Stake’s reputation due to its’ association with you (to be determined by Stake at its’ absolute discretion)
R. imply that participating in the behaviours endorsed by your advertisements or published materials:
is required in order to fulfill social obligations;
solves or provides an escape from personal or professional problems;
constitutes a career or alternative to employment;
is a method to recover past financial losses;
is a form of financial investment;
is endorsed by celebrities of well-known people as a way to achieve success;
is guaranteed to have a positive or favourable outcome;
will have a greater chance of winning (i) the longer one plays, (ii) the more one spends, or (iii) suggest that skill can influence the outcome (for games where skill is not a factor);
is socially irresponsible or could lead to financial social or emotional harm;
is indispensable or as taking priority in life, for example, over family, friends or professional or educational commitments;
enhances personal qualities, for example, that it can improve self-image or self- esteem, or is a way to gain control, superiority, recognition, or admiration;
is linked or associated with seduction, sexual success or enhanced attractiveness;
is linked or associated with toughness or resilience
is a rite of passage;
S. offer or endorse a product or promotion that is not reasonably attainable without incurring substantial losses;
T. endorse or apply or create the impression of any peer pressure to participate in or use the Website.
You agree that:
U. your marketing and advertising in the course of the Program will at all times comply with the directives issued to you in writing by Stake from time to time;
V. you will obtain Stake’s prior written approval in respect of any and all offers to referral users.
W. you will only use current offers supported and / or endorsed by Stake;
X. you will respond promptly to all communications from Stake which explicitly or by implication require a response from you.
Y. you will comply with all the reporting requirements which form part of the Services.
Z. you will use Stake’s branding materials and content strictly in accordance with Stake directions.
AA. you will ensure that all branding, links and creative content used as part of the Services is current.
BB. Stake has the right to request you remove, delete or unpublish any content or materials or activities related to or arising from the Program and you will comply immediately upon receiving notice from Stake.
CC. you will disclose all Traffic Sources to Stake at its’ request, including but not limited to in relation to any media buying and pay-per-click advertisements which may be approved by Stake (at its’ absolute discretion).
DD. if you conceal or avoid disclosing any Traffic Sources, Stake may reduce the Payment or terminate this Agreement.
EE. you will actively advertise Stake in accordance with the requirements of Schedule A in accordance with all directives and / or guidelines issued to you in writing by Stake from time to time.
FF. you may use banners and pay-per-click advertisements only with the advance written permission of Stake, in which case you agree to comply with a negative keyword list that may be issued by Stake from time to time.
GG. your marketing and advertising pursuant to the Program:
i. will be sensitive to all cultures and you will not offend any audiences; and
ii. will not be discriminatory, including but not limited to on the basis of race, national origin, religion, gender, age, disability or sexual orientation; and
HH. if you wish to sell the business comprised of participating in the Program (“Business”)”:
iii. you will comply with the following:
a. provide Stake with thirty (30) days advance written notice of the intention to sell the Business via email to your usual Stake contact and provide them with the following supplementary information:
date intended of the sale of your Business;
details of the purchaser of your Business, including providing all necessary personal including but not limited to full name, residential address, email address, phone number and bank details to enable Stake to conduct all necessary compliance and verification protocols; and
confirmation that Stake has authorisation to pay the purchaser of your business the Payment after the date of the sale of the Business;
b. the Purchaser must agree to the terms of this Agreement and you will do all acts and things to obtain their approval in the manner required by Stake.
iv. you agree that:
a. Stake has no obligation to allow the purchaser of your Business to participate in the Program and, without derogating from any of Stake’s rights pursuant to the Agreement, terminate this Agreement upon receiving notification of your intention to sell the Business; and
b. your participation in the Program ends on the date of the proposed sale of your Business, unless you notify Stake in writing of a change to the proposed sale date at least seven (7) days prior to the proposed sale date.
Schedule C
Payment
The Parties agree as follows in relation to the Payment:
A. A.Payment will be in the amount and currency, utilise the payment method and be processed on the date communicated to you in writing by Stake from time to time in writing, and may include but is not limited to a percentage of the wager activity of Users.
B. Stake may amend the Payment amount, currency and payment method at its’ absolute discretion, and without any liability to you whatsoever.
C. Stake may, at its’ absolute discretion, reject any request from you in relation to modifying the Payment amount, currency or payment method.
D. For the avoidance of doubt, you will not be entitled to any Payment where your participation in the Program is in breach of the terms of this Agreement. Stake reserves the right to withhold all or part of any Payments that would be owing to you if not for the suspected or actual breach of this Agreement, including but not limited to the following circumstances:
where Stake identifies or suspects that you are promoting your products and / or services on the Stake brand keywords;
arbitrage, match betting, or use or implementation of casino systems designed to beat the house;
incentivised Traffic Sources without advance written approval from Stake;
unlawful, abusive, or bad faith Traffic Sources, to be determined by Stake at its’ absolute discretion; or
brand bidding or intellectual property violations to be determined by Stake at its’ absolute discretion.
E. Stake reserves the right to refuse, suspend or close any User accounts and no entitlement to any Payment will arise from those accounts.
F. The “Payment” referred to in this Agreement, may comprise of the following:
i. Commission: If Stake offers you a “Commission” based payment, the following apply:
a. Any Commission is only calculated on the basis of the wager activity of Users.
b. The rate or percentage of your Commission payment is provided at stake.com/affiliate/overview , however this is subject to change by Stake at its’ absolute discretion
c. Commission will not accrue in respect of the following:
accounts you create or accounts created at your request or at your behalf; or
accounts set up by your employees, or immediate family; or
accounts which already exist prior to a user of the Website utilising your Referral Link.
ii. Other payment structure or mechanism offered to you by Stake from time to time (at its’ absolute discretion).
G. You must notify Stake at least thirty (30) days in advance of the usual date your payments are processed if your account details change. Stake does not take any responsibility for remitting the Payment into an incorrect account where you have failed to update your details in accordance with this clause.
Schedule D
Eligibility Requirements
You must comply with the following Eligibility Requirements to participate in the Program:
A. Minimum 18 years old or the age of majority in the jurisdiction in which you are a resident;
B. Compliance with all relevant policies issued by the Company;
C. Any other criteria specified by the Company from time to time, including adhering to the Stake Terms and Conditions and Privacy Policy.
or