Lusomé

Publisher Program Agreement. Please read this Publisher Program Agreement ("Agreement") carefully before submitting your application to participate in this Publisher Program ("Program"). If you do not accept all of the terms of this Agreement, do not submit an application. By submitting an Application, you are deemed to have accepted this Agreement and agreed to be bound by it. As used in this Agreement, "we," "us," "our," and "Lusomé | Somé" means Direct Checks Unlimited, Inc. and "Publisher" "you" and "your" means the applicant is submitting the Application and participating in the Program.

1.Enrollment
a.The Program is professionally managed on the Awin.com ("Awin") publisher network ("Publisher Network"). This Agreement will be effective upon the Publisher Network’s acceptance of your publisher sign-up request and your linking to and participation in the Program.

2.Linking and Participation in the Publisher Program
a.To link to and participate in the Program, you must be registered with Awin and request to be connected to the merchant, Lusomé. Your registration request may be rejected for any reason or no reason at either our or Awin’s sole discretion. Your request will be rejected if it is determined that your website includes anything that is, including but not limited to, unlawful, harmful, threatening, defamatory, obscene, harassing, discriminatory, or otherwise objectionable. For domain names associated with your site that are registered privately, the domain of your username/email address must match the URL submitted with your application.

3.Publisher Marketing Activities
a.In addition to the restrictions contained herein, your marketing activities may be further limited by the Publisher Network Agreement you accept when you apply to our Program.
b.All images, product names & numbers, trade names, trademarks, slogans, and/or designs depicted in any marketing collateral or links made available to you under this Program (collectively, "Lusomé’s Material") are the proprietary property of Lusomé or its licensors. Publishers shall use Lusomé’s Materials only as specified herein and shall not misappropriate Lusomé’s Material in any way, e.g., incorporating the same in a domain name.

4.Lusomé’s Trademarks and Pay Per Click ("PPC") Bidding Policy and Other Technologies
a.Permitted:
i.Publishers may bid on manufacturer-specific terms (please note that some manufacturers have blocked the use of their terms without prior permission).
b.Not Permitted:
i.Publishers must not use Lusomé’s trademarks in the URL to the right of the domain in the display URL, e.g., www.yoursite.com/Lusome
ii.Publishers must not use any of the following URLs (or others we may communicate to you from time to time), including misspellings and variations, in the display URL at any PPC search engine or various "content network" sections: https://lusome.com, https://us.lusome.com. See direct linking policy below for additional information.
iii.Publishers must not include "Official Site" or represent that your advertisement is sponsored or endorsed by Lusomé in any way.
iv.Publishers must not bid on Lusomé’s trademarked terms + "term,” e.g., "Lusomé coupons,” "Lusomé coupon codes,” "Somé coupons,” "Somé coupon codes" etc.
v.Publishers must not bid on the Lusomé | Somé trademarks and URLs, including but not limited to those shown below (or others we may communicate to you from time to time), including misspellings and variations, on any search engine.

vi.Product Listing Ads (PLAs)/Shopping Ads: Publishers are not permitted to use any data feed files, including network data feeds and shopping network data feeds, in PLAs with any of the search engines. Use of PLAs is not allowed by Publishers under any circumstances.
vii.Consumer Shopping Engines (CSEs): Publishers are not permitted to use any Lusomé-brand product data feed files with CSEs. In addition, CSEs may not permit their third-party partners to participate in paid search with any of the Lusomé Materials.
viii.Toolbars, Add-ons, and Plug-Ins: Toolbars, Add-Ons, Plug-Ins, otherwise known as Browser Extensions or Browser Helper Objects, are not permitted to be used in any Lusomé Publisher Program.
ix.Reseller, Auctions: Publishers are not allowed to resell, auction, mask or manipulate the pricing of any Lusomé | Somé product.
x.Orders: The customer must fulfill all orders on a Lusomé | Somé-owned website. Publishers are not allowed to take and fulfill Lusomé customer orders or reorders. No link cloaking is permitted. All referred sales must have a "clicked from" URL associated with a referred sale. Lusomé reserves the right to void and reverse commission payouts for any Program order resulting from fraudulent activity, in its sole discretion. Other voided orders and commission payment reversals may result from orders being canceled by the customer, credit card declines, or any other situation that may result in an order not being billed and shipped.

c.Direct Linking Policy
i.Direct to merchant linking is not permitted on any Search Engines, including Google, Yahoo, and Bing, or from social media sites including but not limited to, Facebook, Twitter, YouTube, Instagram, or Pinterest.
ii.Direct to merchant linking is not allowed through Email, Newsletters, or any other form of electronic promotion conducted on behalf of Lusomé’s Publisher partner.

d.Geo-Targeting and Day Parting
i.Geo-targeting and dayparting are allowed on all search engines provided all policies regarding display URL, competitor terms, and trademarks are followed.
ii.Using geo-targeting and dayparting to avoid enforcement of Lusomé’s PPC policy is strictly prohibited and constitutes grounds for immediate removal from our Publisher Program and reversal of commissions up to 30 days prior to the date of the violation.

e.Ad Copy and Content Restrictions
i.Truth in advertising. Publishers are required to be truthful about any advertisement representing Lusomé including rebates, coupons, and sales offers.
ii.Publisher’s advertising offers and sites must not be shown or construed as an official Lusomé-endorsed advertisement or site.

f.Additional Exclusions, Penalties, and Notifications
i.Lusomé reserves the right to enforce this PPC policy for individual publishers at our sole discretion.
ii.Excluded publishers will be required to agree via signed contract to any exclusion permitted herein. Do not assume exclusion via verbal or written communication.
iii.A violation of these terms may result in commission reduction to 0% unless we receive and accept a response from you that you will correct your behavior consistent with this Agreement or may result in immediate termination of the publisher relationship and may be cause for reversal of past commissions earned up to 30 days. From time to time, Lusomé may review its PPC policy and this Agreement and implement changes consistent with the way search engines operate or for other modifications at our sole discretion. Any material changes will be announced via the Lusomé Publisher Program’s newsletters, group email, or other such communication. Publishers will have seven business days to comply with Program changes.
iv.Violations of Lusomé’s PPC policy or this Agreement may be reported directly. Please have all applicable proof, including but not limited to screenshots of the ad, geographical location of the ad, URL/Network tracking information, and the search engine where the ad was found.

g.Online Advertising (organic links)
i.Publishers that use the Lusomé branded trademark terms in any organic search link must use the terms in a fair manner, i.e., in a way that is not confusing, misleading, does not dilute or disparage our trademarks and is in keeping with generally-recognized and accepted practices of fair use under Canada/U.S. Trademark and Copyright Law. Organic listing titles and descriptions must state only the offers available through the Publisher network, Lusomé merchant, or advertiser account. Lusomé reserves the right to cause the reversal of commission payments or remove a Publisher from the Program due to a violation of these organic link guidelines.

h.Social Media
i.All social media marketing on behalf of the Publisher promoting Lusomé brands must link back to the Publisher website where the Lusomé offers are displayed. Publishers shall not direct link or drop cookies and set publisher links on their social pages that pertain to Lusomé brands and offers. All cookies and links must be set at the Publisher website. Lusomé reserves the right to reverse commission or remove any Publisher in violation of these social media guidelines.

i.Electronic Mail
i.Publishers shall not send any emails, directly or indirectly, that advertise or promote Lusomé, its products, services, websites, or offers without Lusomé’s prior express written consent. If consent is provided, Publisher must include Lusomé on its email distribution list at one or more e-mail addresses to be provided by us to you at or after such consent is provided. Publisher shall not send any unsolicited commercial e-mail or other unsolicited online communications. Publisher hereby represents that it will comply with all laws, rules, regulations, and ordinances relating to the sending of commercial emails, including, but not limited to, the federal CAN-SPAM Act of 2003. In addition, Publisher shall not generate or send any material advertising or promoting any Lusomé products or services via facsimile or engage in any telemarketing activities with respect to Lusomé products or services.

j.Lusomé | Somé Trademarks
i.In any marketing activities where a reference is made to Lusomé or to any of Lusomé’s trademarks, Publisher must identify itself as a publisher by using the terms "publisher" or "pub."
ii.Except as otherwise outlined in this Agreement, Publisher shall not use the Lusomé | Somé name, trademarks, service marks or any derivations or variations thereof in any manner, including without limitation, (a) in meta tags, (b) in hidden text or source code or (c) in Publisher’s domain name or any other part of Publisher’s universal record locator (URL).
iii.Except as expressly authorized by this Agreement, Publisher shall not use any of Lusomé trademarked terms, either alone or in conjunction with or as part of any other word or name, in any advertisement, publicity or promotion on Publisher’s behalf, to express or imply any endorsement by Lusomé of any services provided by Publisher, or in any other manner whatsoever.
iv.Publishers found in violation of this section are subject to our punitive actions without further notice. Such actions include but are not limited to suspension or termination of Publisher account, withholding of payments to Publisher, and publication (at our discretion) of Publisher’s activities.

5.Links and Images
a.Lusomé shall make available to Publishers, via the Publisher Network website, a variety of graphic and textual images (the "Images") that serve to identify your site as a member of the Program and that will establish "Links" from any and all websites you own, operate or control ("your site") to the websites owned, operated and/or controlled by Lusomé | Somé that are provided by Lusomé to you from time to time under the Program ("our site"). You shall cooperate fully with Lusomé in establishing and maintaining links. You may display in your site only those Images provided to you by Lusomé, which may be discontinued or replaced at any time at our sole discretion.
b.Upon request, you shall remove any Image from your site and replace it with a new Image provided by Awin or us. Banner ad link codes cannot at any time be modified by you, as doing so will not allow proper reporting of traffic sent through such banner link code. You agree that each Link connecting users of your site to our site will in no way alter the look, feel, or functionality of our site. Lusomé and/or our Publisher Network(s) may monitor your site at any time to determine if you are in compliance with these terms.
c.No user-generated or subscription-based codes or scraped codes are allowed to be entered on Lusomé | Somé branded pages on the Publisher website. Only the website owner is entitled to place banners, links, and codes on Lusomé | Somé branded pages. Publishers may promote only coupon codes provided by Awin or Lusomé under any circumstance.
d.Lusomé reserves the right to cause the reversal of commission payments or remove a Publisher from the Program due to a violation of these link, images, and coupon code guidelines.

6.Publisher's Obligations
a.Place Links on your site within 30 days of your acceptance into the Program.
b.Actively participate in the Program by accessing and using promotional Links via the Awin network.
c.You agree to be solely responsible for all costs and expenses you may incur in connection with your participation in the Program and/or your performance under this Agreement, including:
i.The development, operation, and maintenance of your site;
ii.All materials that appear on your site and the accuracy and appropriateness of such materials;
iii.Ensuring that any such materials do not violate or infringe upon the rights of any third party, including, but not limited to, copyrights, trademarks, privacy, or other personal or proprietary rights, are not libelous, defamatory, misleading, false, or deceptive or otherwise illegal; and
iv.Ensuring that your site and business practices do not violate this Agreement.
d.You agree to keep your application with Awin updated with current and accurate information (including WHOIS information) and, at all times, list the websites you are using to drive traffic to us. For Domain names associated with your site that are registered privately, the domain of your username/email address must match the URL submitted with your application.
e.You agree not to make any representations, either express or implied or create an appearance or impression, directly or indirectly, that a visitor to your site is visiting our site, that a visitor to our site is visiting your site or that Lusomé endorses you or your site or your products and services (e.g., you are agreeing not to "frame" any pages or portions of our site).

7.Publisher Code of Conduct
Publishers must not partake in any of the following activities:
a.You agree not to participate in spyware, adware, or parasite ware techniques for driving traffic. This includes installing or causing to install spyware on another's computer or using context-based triggering mechanisms to display advertisements that obscure paid advertising or other content on a website in a way that interferes with one's ability to view that website. We reserve the right to research and investigate publishers and their activities and, at our discretion, determine whether or not these practices are in place. Publishers found in violation of this policy will be immediately terminated from the Publisher Program with any unpaid commissions forfeited.
b.Attempt to modify or alter our site in any way;
c.Engage in any direct or indirect relationships with ISPs and/or mobile carriers that results in address bar keyword and URL error trafficking (e.g., a user mistypes a web address in the ISP’s address bar or search bar and is redirected to a web page that contains a link that directs the user to, e.g., our site);
d.Employ the use of any type of software download or technology which attempts to intercept or redirect traffic or referral fees to or from any website;
e.Without our prior written approval, use any of our trademarks or Lusomé Material in an advertisement that is not created or provided by us in any way that might suggest, imply or mislead, or is likely to mislead a visitor of your website into believing that Lusomé, any of our other sites, or any related entity was the creator or sponsor of such advertisement;
f.Employ, use, or receive any direct or indirect benefit from any "cookie stuffing" methods (e.g., use of "cookie stuffing" to cause Publisher tracking systems to conclude that a user has clicked through a commissionable link and to pay commissions accordingly, even if the user has not clicked through any such link);
g.Display any material on a website containing a link to our site which contains viruses, Trojan horses, worms, time bombs, cancelbots, or other similar harmful or deleterious programming routines;
h.Without our prior written approval, use any widgets on your website that include any of our trademarks, Lusomé Materials, or directly or indirectly send traffic to one of our sites;
i.Publish, link to, sell, otherwise distribute, or place a commissionable link on the same page or in close proximity to any objectionable content, i.e., any material which, in our sole discretion, is offensive, e.g., hate speech, promotes violence or defames a particular group of people, contains nudity, explicit violence or sexual material or depictions thereof or promotes alcohol, tobacco, or gambling/lottery.

8.Publicity
a.Except for the material made available to you by a Publisher Network for your participation in the Program, you shall not create, publish, distribute, or permit any material that makes reference to Lusomé | Somé or the Program without first obtaining our explicit written consent which may be granted or withheld at our sole discretion.

9.Policies and Pricing
a.Customers who buy Lusomé | Somé products and services through the Program are deemed to be customers of Lusomé | Somé. As such, all of Lusomé’s policies and operating procedures concerning customer orders, customer service, and product and service sales shall apply. Lusomé shall own and retain all right, title and interest in all names, addresses, and other identifying information of customers visiting our site ("Customer Data") which Lusomé collects, including without limitation, customers who access our site from your site, and Publisher shall have no right to use any such Customer Data.
b.You may not include price information in your product descriptions without our explicit written consent. You shall refer all questions, requests, and queries regarding our products and services to us. The Publisher does not have the authority to make or accept any offer on our behalf.
c.Lusomé reserves the right to withhold publisher commissions and/or terminate this Agreement for Publishers found to be in violation of this policy.

10.Commission Payment
a.Lusomé is neither responsible nor liable for any type of commission payments to you. The Awin Publisher Network handles and is solely responsible for any and all commission payments.

11.Licenses and Use of Logos and Trademarks
a.Lusomé grants you a limited, non-exclusive, non-transferable, revocable right to:
i.Access our site through the Links solely in accordance with, and for the contemplated purpose of this Agreement, and
ii.To use the branded trademarked terms shown below (only in the form(s) that they appear on the Lusomé Publisher Program Awin web pages) solely in connection with such Links (collectively, the "Licensed Materials"), for the sole purpose of promoting Lusomé | Somé products and services on your site. You may not copy, distribute, alter, modify, reverse engineer, or create derivative works from the Licensed Materials. Lusomé may revoke your license at any time by giving you notice. Any goodwill arising out of your use of the Licensed Materials shall inure to the benefit of Lusomé only.
b.You shall not make any specific use of any Licensed Materials for purposes other than promoting Lusomé | Somé products and services on your site. You agree not to use the Licensed Materials misleadingly or deceptively or disparage the Program, Lusomé or its publishers or any of its products or services, or that otherwise portrays Lusomé in its sole discretion in a negative light. Lusomé reserves all rights in the Licensed Materials. At no time during the Term or thereafter will you challenge, or assist others in challenging the validity of the Licensed Materials or the registration thereof or attempt to register any confusingly similar trademarks, service marks, logos, trade names, or domain names. Except for the limited license set forth above, no license or other rights The Licensed Materials will be deemed granted to you hereunder or in connection with the Program, by implication, estoppel, or otherwise.
c.You agree that any breach by you of your obligations regarding Licensed Materials during the term or thereafter may result in irreparable injury to Lusomé for which there may be no adequate remedy at law. Therefore, in the event of any breach or threatened breach of such obligations of yours, Lusomé will be entitled to seek equitable relief in addition to its other available legal remedies in a court of competent jurisdiction.
d.You grant Lusomé a non-exclusive license to use your names, titles, logos, and trademarks (the "Publisher Trademarks"), to advertise, market, promote, and publicize in any manner your participation in the Program and/or to further Lusomé rights hereunder. Notwithstanding, we are not obligated to advertise, market, promote, or publicize your participation in our Program or the existence of or any other aspect of the Program.
e.The licenses granted hereunder shall run concurrently with the term of this Agreement.

12.Term and Termination
a.This Agreement shall apply and be effective as of the date your Awin merchant link sign-up request is accepted. It shall remain in effect for as long as you continue to participate in the Program, comply with the terms of this Agreement, or maintain Links to our site on your site. Notwithstanding the preceding, either of us may terminate this Agreement at any time, with or without cause, by giving the other party notice of such termination. No commissions shall accrue or be earned by you after termination.
b.Lusomé reserves the right to immediately terminate Publisher and remove Publisher from the Lusomé Program if Publisher breaches any terms of this Agreement.
c.Publisher is only eligible to earn commissions on sales occurring during the term of this Agreement, and fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. Lusomé may withhold the Publisher's final payment for a reasonable time to ensure that the correct amount is paid. If Lusomé has reason to believe Publisher's orders/referrals were obtained fraudulently or through misrepresentation, Lusomé shall have the right to withhold payment of commissions pending an investigation of the suspected fraud or misrepresentation.
d.Upon termination of this Agreement, (a) all licenses hereunder shall terminate, and (b) you shall immediately remove all Licensed Materials from Your Site and cease using Lusomé | Somé name, logos, trademarks, service marks, trade dress, and/or proprietary technology.

13.Program Modification
a.Lusomé may modify this Agreement or the Program Terms at any time at its sole discretion. You will be notified of any replacement of or changes to these Terms and Conditions via e-mail by a change notice. If you no longer wish to be bound by the Program terms, as modified, you must immediately discontinue your participation in the Program and notify us accordingly. Your continued participation in the Program following any notice of change to this Agreement or the Program Terms shall constitute your binding acceptance of the same as replaced or modified.

14.Relationship of Parties
a.You and Lusomé are independent contractors, and nothing in this Agreement shall be construed to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship. You have no authority to make or accept any offers or representations on behalf of Lusomé. You may not make any statement that contradicts anything contained in this section, whether on your site or otherwise.

15.Representations and Warranties
a.Each party represents to the other that it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby.
b.Publisher represents that the contents of Your Site and any domain names associated with Your Site do not:
i.Infringe on any third party's copyright, patent, trademark, trade secret, or other proprietary rights or right of publicity or privacy;
ii.Violate any applicable law, statute, ordinance, or regulation;
iii.Contain defamatory or libelous material;
iv.Contain lewd, pornographic, or obscene material;
v.Violate any laws regarding unfair competition, anti-discrimination, or false advertising;
vi.Promote violence or contain hate speech; or
vii.Contain viruses, Trojan horses, worms, time bombs, cancelbots, or similarly harmful or deleterious programming routines.
c.Publisher represents that it has and complies with a privacy policy consistent with federal, state, and provincial laws and regulations, which is prominently displayed on its website.
d.Lusomé is not obligated to make any representations, warranties, or other statements concerning you, your site, your site policies, or any of your products or services.
e.PUBLISHER UNDERSTANDS THAT LUSOMÉ MAY AT ANY TIME, DIRECTLY OR INDIRECTLY, SOLICIT CUSTOMER REFERRALS AND ENTER INTO SIMILAR AGREEMENTS ON TERMS THAT MAY BE THE SAME, SIMILAR OR DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR ENTER INTO AN AGREEMENT WITH COMPETITORS OF PUBLISHER, OR MAY OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH PUBLISHER'S WEB SITE. PUBLISHER HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE TRANSACTIONS CONTEMPLATED HEREUNDER, AND IT IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SPECIFICALLY SET FORTH IN THIS AGREEMENT.

16.Confidentiality
a.Except as otherwise provided herein or with the written consent of the other party, each party agrees that all information including, without limitation, business, and financial information, customer and Vendor lists and information, and pricing and sales information, concerning Lusomé or you, or any other publisher, provided by or on behalf of any of them shall remain strictly confidential and shall not be used, directly or indirectly, by such party for its 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 through a source or sources other than such party hereto or its publishers. Notwithstanding the preceding, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process.

17.Disclaimer and Limitation of Liability
a.LUSOMÉ MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM, OUR SITE OR ANY DIRECT CHECKS PRODUCTS OR SERVICES SOLD THROUGH THE PROGRAM, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE. LUSOMÉ MAKES NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY SUCH INTERRUPTIONS OR ERRORS.
b.LUSOMÉ SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM OR YOUR PARTICIPATION IN THE PROGRAM, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY AVAILABLE WITH RESPECT TO THIS AGREEMENT AND/OR THE PROGRAM OR ANY BREACH BY LUSOMÉ HEREOF SHALL BE TO TERMINATE YOUR PARTICIPATION IN THE PROGRAM.

18.Indemnification
a.Publisher agrees to indemnify, defend and hold harmless Lusomé and its publishers, directors, officers, employees, and agents, from and against any and all liability, claims, losses, damages, injuries, or expenses (including reasonable attorneys' fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein.

19.Jurisdiction/Venue
a.Any action to enforce this Agreement shall be brought in the federal or provincial courts located in Alberta and Publisher irrevocably consents to the jurisdiction of such courts.

20.References/Testimonials
a.You agree to cooperate with us in the development of testimonies and other such marketing material. You grant us unlimited rights to reference you in any and all marketing materials without further compensation.

21.Notices
a.All notices from you to us, required under this Agreement shall be sent via Canada Post mail, postage prepaid, addressed as follows:
Lusomé, Inc. #300-229 11th Ave SE Calgary, AB T2G 0Y1 Attn: Publisher Program Manager
b.Notices from us to you may be sent via Canada Post mail, postage prepaid, facsimile, or e-mail using the contact information on file held by Lusomé or Awin.

22.Integration
a.This Agreement constitutes the final and complete agreement between you and Lusomé regarding the Program. It supersedes all prior and contemporaneous understandings, agreements, and communications, written or oral, with respect to the subject matter hereof.

23.Acknowledgement and Acceptance
a.By submitting this application and clicking the link below, I hereby certify that I am authorized to act on behalf of Publisher and that I have read and accepted the terms, conditions, and disclosures associated with this Agreement.