This Agreement contains the complete terms and conditions which apply to your participation as a SizeTrade affiliate promoting and marketing the Brands (“SizeTrade Site”) and the Brands’ trading signals (the “App”).
The parties to this Agreement hereinafter are BTRX Marketing LLC (“SizeTrade”, “us”, “we”, “our”) and you, the affiliate (“Affiliate”, “you”, “your”).
By participating in the SizeTrade Affiliate Program, you indicate your agreement to the following terms and conditions by clicking the “I Agree” button below.
We may modify any of the terms and conditions contained in this Agreement, at any time at our sole discretion. Posting on our Affiliate Program information site of change of terms notice or a new agreement is considered sufficient provision of notice and such modifications shall be effective as of the date of posting. If any modification is unacceptable to you, your sole recourse is to terminate this Agreement and your continued participation in the Affiliate Program. Due to the above, we advise you to frequently visit the Affiliate Program information site and review the terms and conditions of this Agreement.
Affiliate Program Application
To enroll as an Affiliate, please read this Agreement in its entirety and then submit the complete Affiliate Program application to us via the SizeTrade Site. We will then evaluate your application and, where applicable, notify you of your acceptance. We may reject your application if we determine, in our sole discretion, that your site is not suitable for the Affiliate Program for any reason, including, but not limited to, inclusion of content on your site that we deem is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable. Similarly, we shall reject your application if we determine, in our sole discretion, that your site is designed to appeal to minors.
In the event of your acceptance to the Affiliate Program, we will make available to you banner advertisements, button links, text links and other links as determined by SizeTrade which shall link to the Brand Sites (the “Links”), which you may display on your sites, provided you abide by the terms and conditions of this Agreement. In using the Links, you agree that you will cooperate fully with us in order to establish and maintain the Links. You may not modify a Link, unless you have received prior written consent from SizeTrade to do so. In the event that we determine that your use of any Link is not in compliance with the terms of this Agreement, we shall be entitled to take such measures as to render inoperative the Links used by you. You may not advertise the Brand Site or APP in any way not approved in advance by SizeTrade including, without limitation, the use of spam e-mails, meaning sending unsolicited mass emails or spam, whether via email or any other form. Any Affiliate using spamming techniques for soliciting referrals will be in automatic breach of this Agreement and will be immediately terminated and legally pursued for any resulting damages.
Use of client Brand and SizeTrade Marks
During the term of this Agreement, SizeTrade hereby grants you a limited, revocable, non-exclusive and non-transferable license to place the Links on your site during the term of this Agreement, and solely in connection with the Links, to use our logos, brands, trade names, trademarks, service marks and similar identifying material (collectively, “SizeTrade,” “SizeTrade Profits” Marks), solely for the purpose of promoting the Brand Site and App. You acknowledge and agree that: (a) you will use the Brands and SizeTrade Marks only as permitted here-under for purposes of promoting the Brand Sites and App and may not sub-license, assign or otherwise transfer the license; (b) you will use the Brands and SizeTrade Marks in a lawful manner and may not alter, modify or change the Brand and SizeTrade Marks in any way whatsoever; (c) you may not use the Brand and SizeTrade Marks in any manner that is disparaging or that otherwise portrays Brand or anyone else negatively; (d) the Brands and SizeTrade Marks are and shall remain the sole property of SizeTrade; and (e) you shall not, now or in the future, contest the validity of any Brand and SizeTrade Marks or use any term or mark confusingly similar to any Brand and SizeTrade Marks.
We may revoke your license to use the Brands and SizeTrade Marks at any time by written notice to you. You acknowledge that, except for the license which may be granted to you in connection hereto, you have not acquired and will not acquire any right, interest or title to the Links or the brands and SizeTrade Marks by reason of this Agreement or your activities here-under. The aforementioned license shall terminate upon the termination of this Agreement.
In addition to the restrictions regarding protection of minors and spamming, as set forth above, Affiliate shall not (a) engage in any fax, broadcast or telemarketing with respect to SizeTrade, the Brand Sites and/or the App, (b) use scum ware techniques or use any other aggressive advertising or marketing methods in any of its dealings relating to SizeTrade, the Brand Sites and/or the Platform, (c) make any false, misleading or disparaging representations or statements with respect to SizeTrade, the Brand Sites or the Platform or (d) engage in any other practices which may affect adversely the high image, credibility or reputation of SizeTrade, the Brands Sites or the App, including but not limited to using any Website in any manner, or having any content on any Website, that (i) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age and/or any illegal activities or (ii) violates any intellectual property or other proprietary rights of any third party.
In addition, you shall perform your obligations here under in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.
Brand name bidding
Affiliates shall NOT bid on any of the SizeTrade Brand Site partners (SizeTrade, SizeTrade Profits) names, trademarks, service marks and brand names, on any pay-for-placement search engines, including, but not limited to google.com, yahoo.com & bing.com, inclusive of all device types (desktop, mobile, etc.), as well as any contextually targeted advertising networks, where an ad is triggered by use of a targeted keyword, such as the Google Content Network.
This includes, but is not limited to, the following SizeTrade terms and any variations or misspellings of such terms:
SizeTrade, Size Trade, Size-Trade, SizeTrade Profits, Size-Trade Profits, Size Trade Profits, etc.
Furthermore, affiliates shall not use any of the above listed branded terms in conjunction with any other terms, including but not limited to, phrases such as: “SizeTrade Review”, “SizeTrade Open account”, “SizeTrade official site,” or any other keyword phrases that includes any terms prohibited for keyword advertising. Using Google or any other engine’s broad match or similar feature to appear on search ads targeted to these terms is also prohibited.
Any affiliate that fails to comply with the terms and conditions of the bidding policy mentioned above may have commissions fortified to SizeTrade for the month in which the unauthorized use occurs and/or may be terminated from the SizeTrade Affiliate Program immediately.
A “New Member” shall mean an Internet user without a prior account with the Brands who accesses the Brand Sites directly through the Links, opens a new user account and purchases a membership plan. To permit accurate tracking, reporting, and commission accrual, you must ensure that the Links between your site and the Brand Sites are properly formatted throughout the term of this Agreement.
For the avoidance of any doubt, Brand’s policy is not to accept New Members from certain excluded territories, attached as Annex 1, as may be amended from time to time by SizeTrade (the “Excluded Territories”).
You shall receive a commission pursuant to the Revenue Share Scheme, as set forth below, the choice of scheme to be made by you at your discretion.
CPA / Revenue Share Schemes
Affiliate Commission = 20% of the Net Revenue generated from the New Active Members referred to us by you.
For the purposes of this Agreement “Net Revenue” shall be calculated on a monthly basis and shall mean the revenue generated by New Members less amounts (i) paid out through the redemption of gift certificates, coupons or credits; (ii) due to credit card fraud, bad debts, cancellations, bonuses and credits.
The Affiliate Commission rate is subject to change at any time or from time to time, in our sole and absolute discretion. You will be notified of any change in the Affiliate Commission rate.
A commission will only be paid if the visitor to our site is tracked by the system from the time of the Link to the time of the sale. No commission will be paid if the visitor to our site cannot be tracked by our system.
If the monthly calculation of Net Revenue results in a negative amount, such amounts shall be deducted from applicable Net Revenue in succeeding months.
All commissions shall be paid to you on a monthly basis, within approximately 30 days following the end of each month. Payment of commissions shall be made directly to you as per your preferred payment method elected by you as part of your application process. In the event that you provide SizeTrade with incorrect or incomplete details in relation to your preferred payment method and SizeTrade is not able to transfer the commissions to you, SizeTrade reserves the right to subtract from the commissions due to you an amount of money to reflect the required investigation and additional work created by your provision of incorrect or incomplete details. SizeTrade shall be entitled to set-off from the amount of commission to be paid to you any associated costs related to the transfer of such commission. In the event that the commission to be paid to you in any calendar month is less than $500 (the “Minimum Amount”), SizeTrade shall not be obligated to make the payment until such time as the commission is equal to or greater than the Minimum Amount. SizeTrade retains the right to review all commissions for possible fraud, where such fraud may be on the part of the New Member or on your part. Any incidence of fraud on your part, including without limitation the opening of false accounts, constitutes a breach of this Agreement, and SizeTrade retains full authority to terminate this Agreement immediately in the event of such breach. Further, in the event that the Brands and/or SizeTrade deems that fraud has occurred, either on your part or on the part of a New Member, you shall not be entitled to receive any commissions which have accrued to your benefit at such time whether such commissions were generated through fraud or otherwise. You are urged to provide accurate details in regard to the manner and information relating to your preferred method of receiving commissions and SizeTrade shall not be held liable for your delayed receipt of commissions due to your provision of inaccurate details.
*Any commission still left on your SizeTrade account over one year shall be forfeited to SizeTrade.
Term and Termination
The term of this Agreement will begin upon your acceptance to the Affiliate Program and will end when terminated by either party. At any time, either party may immediately terminate this Agreement, with or without cause, by giving the other party written notice of termination, where such notice may be served via fax or e-mail. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid, provided however that if termination is due to fraudulent accounts/activity, then you shall not be entitled to any payment.
Upon the termination of this Agreement for any reason: (a) each party shall return to the other party all property of the other party in its possession or control (including the Brand sites and SizeTrade Marks and all Confidential Information); (b) you shall immediately cease displaying any Links, Brands and SizeTrade. Marks on any Website or otherwise and any other names, marks, symbols, copyrights, logos, designs, or other proprietary designations or properties owned, developed, licensed or created by us and/or provided by or on behalf of us to you pursuant to this Agreement or in connection with the Affiliate Program, and (c) all rights granted to you here-under will immediately cease.
Following the termination of this Agreement and our payment to you of all commissions due at such time of termination, we shall have no obligation to make any further payments of commissions to you.
Sections 8 through 13 shall survive the termination or expiration of this Agreement.
We may disclose to you certain information as a result of your participation as part of the Affiliate Program, which information we consider to be confidential (“Confidential Information”). Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if the same is required by law or legal process.
Disclaimer of Warranty
SIZETRADE AND THE BRANDS MAKE NO WARRANTIES HERE-UNDER, AND SIZETRADE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, THE BRANDS AND SIZETRADE FURTHER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, THAT THE APP DOES NOT INFRINGE OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY IN ANY JURISDICTION. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF THE BRANDS AND SIZETRADE SITES WILL BE UNINTERRUPTED OR ERROR-FREE, AND WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
Limitation of Liability
THE BRANDS AND SIZETRADE SHALL HAVE NO LIABILITY UNDER THIS AGREEMENT OR OTHERWISE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF THE BRANDS AND SIZETRADE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE BRANDS AND SIZETRADE’S TOTAL LIABILITY TO YOU UNDER THIS AGREEMENT FOR ANY REASON WILL BE LIMITED TO THE COMMISSION PAID OR PAYABLE TO YOU BY SIZETRADE DURING THE 6 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES.
You agree to indemnify, defend and hold harmless SizeTrade and the directors, officers, employees, subcontractors and agents thereof (collectively, the “Indemnified Party”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon or arises out of: (a) Your breach of any representation, warranty, obligation or covenant under this Agreement; (b) your gross negligence or willful misconduct; or (c) any warranty, condition, representation, indemnity or guarantee relating to SizeTrade, the Brand Sites and/or the Platform made by you.
In claiming any indemnification here-under, the Indemnified Party shall promptly provide Affiliate with written notice of any claim which the Indemnified Party believes falls within the scope of the foregoing paragraphs. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Affiliate shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the Indemnified Party shall not be final without the Indemnified Party’s written consent, which shall not be unreasonably withheld.
Entire Agreement. This Agreement constitutes the entire understanding between the parties relating to the subject matter of this Agreement and supersedes any and all prior agreements, representations, negotiations or understandings in relation to its subject matter.
No Waiver. The failure of either party to enforce (or delay in enforcing) at any time for any period any one or more of the terms of this Agreement shall not be a waiver of such term(s) or of the rights of such party at any time subsequently to enforce all the terms of this Agreement.
Independent Contractors. The parties to this Agreement are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
Assignment. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and to their respective heirs, successors, assigns and legal representatives. Affiliate shall have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations here under, to any third party without prior written consent from SizeTrade, to be given or withheld at the sole discretion of SizeTrade.
If any provision of this Agreement is invalid, illegal or unenforceable for any reason, such provision shall be severed and the remaining provisions of this Agreement shall continue in full force and effect as if this Agreement had been executed with the invalid, illegal or unenforceable provision eliminated.
Applicable Laws. This Agreement shall be governed, construed and enforced in accordance with the laws of the United States of America. Each Party agrees that any legal action, proceeding, controversy or claim between the Parties arising out of or relating to this Agreement may be brought and prosecuted only in a court of law in Cheyenne, Wyoming and by execution of this Agreement each Party hereto submits to the exclusive jurisdiction of such court and waives any objection it might have based upon improper venue or inconvenient forum.
English Version Prevails. This Agreement is translated into various languages for your convenience. In the event of any conflict or discrepancy between the English version and any other translated version, the English version shall prevail.
SizeTrade currently accepts all customers and there are no excluded territories.
SizeTrade offers a number of attractive features and promotions to its affiliates. Bonuses and other perks are rewarded to affiliates as part of the SizeTrade promotions programs. These bonuses are limited time offers and the terms and conditions associated with any bonus rewards are subject to change at ANY point. Bonuses are given at the discretion of SizeTrade and can be changed or revoked at any time. These bonuses are based on real new members referred by affiliates using SizeTrade tracking links.
Any indication of fraud, manipulation or other forms of deceitful or fraudulent activity based on the provision of the bonus will nullify the affiliate account.
SizeTrade and any affiliate manager associated with SizeTrade have the right to change, update, modify and terminate any promotion at any given time. SizeTrade has the right to deem any affiliate unworthy of a promotion or promotion participation. By participating in a SizeTrade promotion you agree to the terms & conditions mentioned above.