Agreement for Affiliates

This is a contract between you ("Partner") and us ("LookSize"). It describes all aspects of our business relationship. It is a legal document, so some of the terms are bound to be "legal".

This agreement applies to your participation in our Affiliate Program (the "Affiliate Program"). These terms are so important that we cannot allow you to participate in the Affiliate Program without agreeing to these terms.

We periodically update these terms and conditions. When changes are made, we will notify you by electronic means, including your personal account or email. If you do not agree to the updates, you may terminate the agreement.

Definitions:

"Affiliate Program" means the terms and conditions described in this Agreement.
"Potential Client" means a user who has signed up for a trial month through your assistance.
"Partner Account" means the access we provide after your acceptance into the Affiliate Program, where you can view all information about the cooperation between "You" and "LookSize".
"Commission" means the amount of money we pay you for each Customer Transaction.
"Customer" means an authorized, actual user of LookSize products who has purchased or subscribed to LookSize products after becoming a Potential Client.
"Customer Transactions" means customer transactions for which you, the "Affiliate," are eligible to receive a Commission. Customer Transactions may include customer purchases or monthly service fees.
"Customer Data" means all information that a Customer submits or collects through LookSize Products and all material that a Customer provides or publishes, uploads, enters, or submits for public display through LookSize Products.
"LookSize Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we include in our services.
"LookSize Products" means the provision of sizing services in online clothing and footwear stores, as well as the provision of sizing table management services.
"Partner Page" means the landing page https://www.looksize.com/for-affiliates, where we provide all the current instructions and rules of the Affiliate Program.
"We," "us," "our" means LookSize.
"You," "Partner" means a party other than LookSize that signs this Agreement and participates in the Affiliate Program.

Non-Exclusivity

This Agreement does not create an exclusive agreement between you and us. We have the right to enter into cooperation agreements with other partners who wish to cooperate with us in this program.

Acceptance of Affiliates

After you fill out the Affiliate Program application, we will review it and notify you if you have been accepted into the Affiliate Program. If you are not notified of your acceptance within thirty (30) days of submitting your application, it will be deemed rejected. If you are accepted, then from the moment you receive the notification of acceptance, the terms of this Agreement shall apply in full and shall remain in force until terminated. This Agreement is not limited in time.

Customer Transactions

Affiliate Program Limits. This agreement has no time limit. You may terminate the agreement at any time at your own request. We can only terminate the agreement if you have not brought any clients or if there are no active clients at the time of termination. Commission payments are made at the expense of LookSize. We will pay you Commission as described on the For Affiliates page for each new payment for LookSize services by a client who uses our services through cooperation with you. The Affiliate will be entitled to receive Commission on any additional purchases of LookSize Products by that same Customer. You won't get Commission just for signing up a customer

Commissions and Payments

Commissions are paid by LookSize. We will pay you a commission for each new client that you refer to us and who makes a payment for services provided by LookSize. Commission payment equals 20% of the client's payment amount. The commission is paid once (1) per month between the 5th and 10th of the month, for payments made in the first reporting period (month). However, if the amount of the commission payment is less than 100 USD, this amount is transferred to the next reporting period. The Partner will be allowed to receive a commission for any additional purchases of LookSize products by the same Client.

Requirements for Payment

We will not be obligated to pay you any commission related to a Voided Transaction. You will be eligible to receive a commission for Client Transactions, provided that these Client Transactions do not relate to the same Client as the one associated with the Voided Transaction. The commission is paid in USD, regardless of the currency in which the Client made the payment. The exchange rate is recalculated at the moment of commission payment.

Content and Support

We can provide you with marketing materials, advertising posters, and any other information that can help you attract new customers. We also provide regular support on all issues that may arise during the course of cooperation.

Trademarks

You grant us a non-exclusive, non-transferable, royalty-free right to use and display your trademarks, service marks, and logos ("Affiliate Marks") in connection with the Affiliate Program and this Agreement. We also grant you a non-exclusive, non-transferable, royalty-free right to access our trademarks in connection with the Affiliate Program. You may use our trademark provided that you comply with the usage requirements set forth in this section. You must:

Use only those images of our trademarks that we provide to you, without modifying them in any way. This does not apply to creatives that you may create yourself.
Use our trademarks only in connection with the Affiliate Program and this Agreement.
Immediately comply with our requirements if we request that you cease use.
You must not:
Use our trademark in a confusing or disparaging manner.
Use our trademark in a way that implies that we support, sponsor, or endorse your services or products.
Use our trademark in violation of applicable law or in connection with an obscene or illegal subject matter or content.

Proprietary Rights

LookSize's Property Rights:
This Agreement does not grant any license to any LookSize software. LookSize products are protected by intellectual property laws. The LookSize Products are owned and proprietary to us. We retain all ownership rights in the LookSize Products. You agree not to copy, rent, sell, distribute, or create derivative works based on the LookSize Content or the LookSize Products in any way. If you wish to use the LookSize Content, you must abide by our Terms as set forth in this agreement. These include:

Not distorting the basic functionality of the LookSize online fitting room.
Not creating marketing materials using the LookSize branding for areas where our company does not operate.
Not using the LookSize name to enter into contracts with third parties not related to the electronic commerce of clothing and footwear.
Not selling your own products using the LookSize name. The LookSize logos and other marks we use from time to time are our trademarks, and you may not use them without our prior written permission, except as otherwise provided in this Agreement. We encourage all customers, affiliates, and partners to comment on LookSize Products, provide suggestions for improvements, and vote on suggestions they like. You agree that all comments and suggestions will be non-confidential and that we own all rights to use them and incorporate them into LookSize Products without compensation to you.

Client's Property Rights

In the relationship between you and the Client, the Client retains the right to access their personal LookSize user account. A LookSize user account is not the same as an affiliate account. The Client also reserves the right to receive statistics and invoices for services provided by LookSize. However, these items cannot include information about commission payments to our Affiliate Partners (you).

Confidentiality

As used in this document, the term "Confidential Information" means all confidential information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether verbally or in writing, that is designated as confidential, including information about LookSize's customers and potential customers. Confidential Information does not include any information that is or becomes publicly available without breach of any obligation to the Disclosing Party. The Receiving Party undertakes to:

Protect the confidentiality of the Disclosing Party's "Confidential Information" with the same degree of care as it applies to its own confidential information, but in no event less than reasonable care.
Not disclose the Disclosing Party's Confidential Information to any third party, and to restrict access to the Disclosing Party's Confidential Information to its employees, contractors, and agents. The Receiving Party may disclose the Disclosing Party's Confidential Information if required to do so by any law, statute, rule or regulation, subpoena, or legal process.

Rejection and Unsubscription

You will act in your sole discretion in processing all requests to opt-out, unsubscribe, do not call, and do not send. During the term of this Agreement, you will establish and maintain systems and procedures necessary to honor all opt-out, unsubscribe, do-not-call, and opt-in requests.

Term and Termination

Term: This Agreement is valid for as long as you participate in the Affiliate Program and until its termination.
Termination without cause:
- You may terminate this agreement at any time unilaterally.
- We (LookSize) have the right to terminate this agreement without cause if you have not referred any clients or have no active clients at the time of termination.
Termination for cause: We (LookSize) and you may terminate this agreement unilaterally if either party breaches any of the terms and conditions set forth in this agreement.
Termination due to changes in the Agreement: If we update or replace the terms of this Agreement, you may terminate this Agreement by sending us a written notice. Upon termination of the Agreement, you shall cease all use of trademarks, marketing materials, and information provided to you in the course of cooperation on your website(s) and other means. You also cease to use our online sizing tools for your own commercial benefit. For the avoidance of doubt, the termination or expiration of this Agreement shall not result in the termination of the contract between us (LookSize) and the Client.

Affiliate Representations and Warranties

You represent and warrant that you have all sufficient rights and authorizations to participate in the Affiliate Program. Any programs or agreements you have previously signed cannot be an obstacle to signing this agreement.

Indemnification of Damages

You agree to fully indemnify LookSize, at your own expense, for any damages caused to LookSize by your unlawful activities. We undertake to notify you within thirty (30) days of receiving a complaint from a customer or of actual confirmed damages incurred by us related to your activities. For its part, LookSize is solely responsible for the materials provided to you during the term of this agreement. Also, LookSize is solely responsible for the quality of the product (online fitting room and sizing management) provided to Customers through your mediation.

Disclaimers; Limitations of Liability

No Indirect Damages: To the extent permitted by law, neither party shall under any circumstances be liable for any indirect, punitive, or consequential damages, including lost profits or business opportunities.
Limitation of Liability: If, notwithstanding the other terms of this agreement, we admit that we are liable to you or any third party and the parties agree on the amount of compensation, then the dispute between the parties is considered resolved.
The Duration of the Client's Cooperation with LookSize: We are not responsible for the fact that, at any time, the client you have referred to us may want to stop using the services of an online fitting room or size chart management. And we are not obliged to pay you a commission for terminating cooperation with a client who came through your mediation.

General Terms and Conditions

We may update and change any part of this Agreement. If we update or change this Agreement, the updated Agreement will be available to you in the Partner Area and/or by email. The updated Agreement will become effective and binding on the next business day after you accept it.
This Agreement is governed by international law.
Force Majeure Circumstances: Neither party shall be liable for failure to perform or delay in performing its obligations if it is caused by: acts of war, hostility, or sabotage; natural disaster; power, Internet, or telecommunications outage not caused by the obligated party; governmental restrictions; other events beyond the reasonable control of the obligated party. Each party will make efforts to mitigate the consequences of force majeure.
Permitted Actions: Except for claims for non-payment or violation of a party's property rights, no action, regardless of form, arising out of or related to this Agreement may be brought by either party more than one (1) year after the cause of action accrued.
Relationship of the Parties: Both you and we (LookSize) agree that as a result of this Agreement, you and we have a partnership or agency relationship only.
Severability: If any part of this Agreement is held to be invalid or unenforceable under applicable law, the invalid or unenforceable provision will be replaced with a valid, enforceable provision that most closely matches the intent of the original provision and the remaining provisions of this Agreement will continue in full force and effect.
This Agreement constitutes the entire agreement between us with respect to the Affiliate Program and supersedes all other proposals and agreements, whether electronic, oral, or written. You and we desire this Agreement and all related documents to be written in English. We may make versions of this Agreement available in other languages. If we do so, the English version of this Agreement will govern our relationship, and the translated version is provided for convenience only and should not be construed as modifying the English version of this Agreement.
Assignment: You may not assign or transfer this Agreement, including any assignment or transfer as a result of a merger, reorganization, sale of all or substantially all of your assets, change of control, or change of law, without our prior written consent.
No Third Party Beneficiaries: Nothing in this Agreement, directly or indirectly, is intended to confer or shall confer on any person or entity (other than the parties hereto) any rights or benefits of any kind.
We grant you only those rights and licenses expressly set forth in this Agreement, and you do not obtain any other rights or licenses in or to LookSize (the LookSize Products, our trademarks, or any other of our property or rights).
Sales by LookSize: This Agreement does not in any way limit our right to sell LookSize Products, directly or indirectly, to any existing or potential customers.
Authorization: Each party represents and warrants to the other party that it has full power and authority to enter into this Agreement and that it is binding upon such party and will be enforced in accordance with its terms.
Data Processing and Protection: The parties acknowledge that in connection with the Affiliate Program, each party may provide or make available to the other party Personal Data.