Lumiara SPECIAL TERMS AND CONDITIONS
These Terms and Conditions for the Awin Performance Marketing Network (“Awin”) are entered into between Lumiara, LLC (“Lumiara”) and the party participating in the Awin Network (“Publisher” or “You”) and shall govern your use of the Lumiara Affiliate Program. These Terms and Conditions are in addition to any agreement you may have entered into with Awin (collectively with these Terms and Conditions, the “Agreement”).
APPLICATION AND APPROVAL: By submitting an application to participate in Lumiara’s affiliate program via Awin, you represent and warrant that: (i) the information in your application is truthful; (ii) you have the right, power, and authority to enter into the Agreement; and (iii) the execution of this Agreement will not violate any agreement to which you are a party or are otherwise bound. Lumiara will review and evaluate applications for suitability; however, Lumiara reserves the right to accept or reject any application for any or no reason.
SUB-AFFILIATES: Promoting Lumiara via sub-affiliates is strictly prohibited unless you receive prior written permission from Lumiara to use a certain sub-affiliate. In the event Lumiara approves use of a sub-affiliate, you agree to be responsible for ensuring such sub-affiliate complies with the Agreement. In the event a sub-affiliate is found to be in violation of the Agreement, the commission earned during the period of the violation will be withheld and Lumiara may terminate your account.
LIMITED LICENSE: In the event your application is approved, Lumiara grants you a limited, nonexclusive, revocable, non-transferable license to display Lumiara’s artwork, text, trademarks, copyrighted material and corresponding links to Lumiara products (collectively, the “Lumiara Material”) that are made available to you on the Awin Network. You agree that you will not alter, edit, or modify the Lumiara Material in any way without the express written permission of Lumiara. You may only display the Lumiara Material on approved websites and you agree that you will not use the Lumiara Materials in any way that would be disparaging of Lumiara. You agree to remove any outdated Lumiara Material and update your website with new material upon Lumiara’s request. Furthermore, you agree to not copy or design your website to be confusingly similar to Lumiara’s website(s). Lumiara may revoke this license at any time for any or no reason upon notice by Lumiara to you, and you agree to immediately cease using all Lumiara Material upon receipt of such notice.
TRADEMARK AND PAID SEARCH POLICY: Bidding on Lumiara’s trademarks, brand names, trade names, or service marks, including any variations or misspellings thereof, (the “Lumiara Marks”) is prohibited. You may not advertise or bid on any Lumiara Marks for search or content based campaigns on Google, Yahoo, Bing, MSN, Facebook, or any other network. You agree to not use the Lumiara marks in your display URL and to avoid using language such as “Official Store” or “Official Site” to describe your website in connection with the Lumiara Material and Marks. Any violations of this section shall result in immediate termination of your account and forfeiting of any commissions earned in relation to the violation.
ADVERTISING AND MARKETING: You may only market the Lumiara products on pre-approved website(s). If you want to advertise on other channels, such as on social media or email (SEO is always prohibited), you may do so with Lumiara’s express written permission. However, you are prohibited from posting any affiliate links on Lumiara owned and operated social media properties. You agree to advertise the Lumiara products in compliance with all applicable local, state, and federal laws and regulations.
INDEMNIFICATION: You agree to indemnify, defend, and hold harmless Lumiara, its affiliates, directors, officers, employees, and agents from and against any and all claims, damages, losses, and expenses arising from or relating to: (i) your breach of this Agreement or any applicable law; (ii) violations of any third-party’s intellectual property rights; or (iii) your improper use of the Lumiara Material.
MISCELLANEOUS: These Terms and Conditions are governed by and construed in accordance with the laws of California and the parties agree to submit to the personal jurisdiction of the state and federal courts of San Diego, California. You may not assign this Agreement without the prior written consent of Lumiara. These Terms and Conditions may be modified by Lumiara from time to time, in its sole discretion, by posting a notice or new Agreement on the Awin Platform and the new Terms and Conditions shall be effective immediately upon such notice or posting.
