By signing up to be an Affiliate in the HoneyGrid Affiliate Program, You are agreeing to be bound by the following terms. These HoneyGrid Affiliate Program Terms ("Agreement") constitute a legal agreement between HoneyGrid Inc. ("HoneyGrid”, “we" or "us") and You ("Affiliate" or "You"). This Agreement governs Your participation in the HoneyGrid Affiliate Program. IF YOU DO NOT AGREE WITH ANY PROVISION OF THIS AGREEMENT, YOU MAY NOT CONTINUE WITH THE SIGNUP PROCESS OR FURTHER PARTICIPATE IN THE HONEYGRID AFFILIATE PROGRAM. 1. DEFINITIONS. 1.1. "Affiliate" or "You" means any person or legal entity that has completed the signup process on an Affiliate Program Website and is a participant of the HoneyGrid Affiliate Program. 1.2. "Affiliate Link" means a link that leads to the HoneyGrid Website and contains Your Affiliate ID. You will receive Your Affiliate ID upon becoming a participant in the HoneyGrid Affiliate Program 1.3 "Affiliate Program Website" means HoneyGrid Affiliate Program Website https://partners.honeygrid.ai 1.4. "Applicable Laws" means all duly promulgated applicable federal, state and local laws, regulations, rules, ordinances, codes, decrees, judgments, directives, or judicial or administrative orders, permits and other duly authorized actions of any government authority. 1.5. "Applicable Data Protection Laws” means all applicable legislation relating to data protection and privacy including, where applicable, GDPR, the Data Protection Act 2018 of the United Kingdom (“UK”), the Swiss Federal Act on Data Protection, California Consumer Privacy Act and implementing regulations, each as amended or replaced from time to time. 1.6. "Commission" means the monetary compensation You receive for sales You generate through the HoneyGrid Affiliate Program. The structure of the Commission and payment details can be found at the Affiliate Program Website through which You registered and listed below. 1.7. "End User" means an authorized user of the HoneyGrid Services, who registers for a free/paid account on the HoneyGrid Website. 1.8 "End User Ad Spend Budget" means any fees collected by HoneyGrid that will be spent on paid ads on behalf of the End User. 1.9. "Lead" means a potential customer of the HoneyGrid Services, who is referred to HoneyGrid through Your Affiliate Link (and who has been approved by HoneyGrid). 1.10. "Referral Window" means the duration of an affiliate cookie from the date of the End User's first arrival on the HoneyGrid Website through the Affiliate Link according to this Agreement, which ends if a Lead clears its cookies, changes their cookies selections, or after the expiration of the period indicated on the Affiliate Program Website, whichever is first. 1.11. "HoneyGrid Affiliate Program” is a revenue-sharing program, developed by HoneyGrid that allows You, the Affiliate, to earn Commissions for sales arising out of Your promotion of the HoneyGrid Services pursuant to the terms of this Agreement. 1.12. "HoneyGrid Marks" means the HoneyGrid® and other HoneyGrid trademarks, DBAs and trade dress and/or service marks of HoneyGrid and/or HoneyGrid's affiliates and subsidiaries. 1.13 "HoneyGrid Services” means the "Services" as defined in the HoneyGrid Terms of Service located at https://honeygrid.ai/terms or another location that we designate. 1.14. "HoneyGrid Subscription" means the End User’s subscription for the HoneyGrid Services specified on the HoneyGrid Website. 1.15. "HoneyGrid Website" means honeygrid.ai. 1.16. "Third Party” means any individual or legal entity other than the parties to this Agreement. 1.17. "User Account" means "Accounts" as defined in Section 2.1 of the HoneyGrid Terms of Service located at https://honeygrid.ai/terms or another location that we designate. 1.18. "Your Account” means Your account on the Affiliate Program Website, where Your information is stored and where You can track Your activity, including Commission information. 1.19. "Your Website” or "Affiliate Website" means the website(s) You own and/or operate and which You register for the HoneyGrid Affiliate Program.
3. LICENSE. HoneyGrid grants You a limited, non-exclusive, non-assignable, non-sublicensable, nontransferable, revocable license to display and promote the HoneyGrid Services on Your Website, in accordance with the terms herein, from the date of HoneyGrid's acceptance of You into the HoneyGrid Affiliate Program until the termination of this Agreement as set forth herein.
6. COMMISSIONS. 6.1. Your participation in the HoneyGrid Affiliate Program is free of charge. To be eligible for a Commission, the Lead must: ∙Be a new user of the HoneyGrid Services; ∙Have used Your Affiliate Link; ∙Not have been an existing, active Lead within HoneyGrid systems (including those of our partners and resellers); ∙Maintain a User Account for the HoneyGrid Services for at least seven (7) days after registration as a new End User; and ∙Be accepted by HoneyGrid as a valid Lead. 6.2. A Commission is “earned” only if (i) Affiliate has registered and maintained a usable account with a third party payment provider to receive Commission payments and provided complete and accurate information to HoneyGrid to facilitate payment and (ii) a Prospect’s account has remained in good status for at least forty-five (45) days after the Sale. No Commission is earned for a Sale if, at the time of attempted payout, Affiliate has not maintained a usable account with a third party payment provider or HoneyGrid is unable to payout Commissions due to incomplete or inaccurate information provided by the Affiliate. Commission payout amounts will be determined by HoneyGrid in its sole discretion. Commission rates may change from time to time at HoneyGrid’s sole discretion. Except as otherwise provided herein, Commission payouts will be paid on the 15th of each month following HoneyGrid’s receipt of payment for a Sale, subject to the other terms of this Agreement. In the event the 15th of each month falls on a holiday or weekend, Commission payouts will typically occur on the following business day, although exceptions may apply. All Commission payouts are calculated based on the amount of fees received by HoneyGrid, less sales taxes and End User Ad Spend Budget. 6.3. HoneyGrid reserves the right to reject a Lead for any reason, at its sole discretion.
7. RIGHT TO REVERSE COMMISSIONS AND PARTICIPATION. 7.1. The Commission rates are posted on the Affiliate Program Website. There are no guaranteed Commissions, payouts or commission levels. Our commission structure may be updated from time to time and reposted on the Affiliate Program Website and will become effective immediately after we post it. Continued participation after any such update constitutes Your acceptance of the revised commission levels and terms. 7.2. We reserve the right to freeze, void or reverse any or all Commission at any time for any reason and without warning, including, but not limited to, for any actual or suspected breach of this Agreement. In the event of any suspicious activity within Your Account, we may withhold Commission payments until we are able to verify the transaction. 7.3. If a Lead clears their cookies during Referral Window or changes their cookies selections, HoneyGrid shall not be liable for any Commissions that may have otherwise been owed to Affiliate.
8. TERM AND TERMINATION. 8.1. This Agreement is effective upon registration on the Affiliate Platform Website ("Effective date"), and remains in effect until terminated by either party. 8.2. You may terminate Your participation in the HoneyGrid Affiliate Program at any time by sending a written request to HoneyGrid at email@example.com. 8.3. HoneyGrid may terminate Your participation in the HoneyGrid Affiliate Program at any time, in our sole discretion and without notice, for any reason, including but not limited to Your breach of this Agreement. 8.4. Upon termination, access to Your Account will be restricted, and You shall not receive any further Commissions, whether paid, unpaid or potential. All licenses and rights to use Your Account, any HoneyGrid materials, documentation, trademarks will immediately terminate. 8.5. Upon termination of this Agreement for any reason, all provisions regarding indemnification, warranty, liability and limits thereon, and confidentiality and protection of proprietary rights and trade secrets, and any provisions which expressly or by their nature are required to survive such termination in order to achieve their purpose shall so survive until it shall no longer be necessary for them to survive in order to achieve their purpose.
9. OWNERSHIP AND INTELLECTUAL PROPERTY; USE OF TRADEMARKS. 9.1. As of Effective Date, You are granted a non-exclusive, limited, revocable right to use the HoneyGrid Marks. Your use of the HoneyGrid Marks is subject to the usage guidelines made available by HoneyGrid from time to time. We may immediately terminate the license to use the HoneyGrid Marks if we reasonably believe that any of Your use dilutes, tarnishes, or blurs the value of our Marks. You acknowledge and agree that Your use of the HoneyGrid Marks will not create any right, title or interest in or to the HoneyGrid Marks other than the license as set forth in this Section. You will not challenge the validity of or attempt to register any of the HoneyGrid Marks or Your interest therein as a licensee, nor will You adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the HoneyGrid Marks. You acknowledge our ownership and exclusive right to use the HoneyGrid Marks and agree that all goodwill arising out of the use of the HoneyGrid Marks shall inure to HoneyGrid’s benefit. 9.2. You agree that HoneyGrid may identify You as a HoneyGrid Affiliate and may use Your name and/or logo solely for such purpose in its marketing materials. You furthermore grant us a worldwide, non-exclusive, unlimited, and royalty-free license to use Your name, logo, and service marks in connection with the HoneyGrid Affiliate Program and this Agreement. 9.3. Your feedback about the Affiliate Program is welcome, though not required. If You share ideas, suggestions, comments, or other feedback with us, You hereby assign to us, and we will own, such ideas, suggestions, comment, or feedback without restriction or obligation of any kind.
10. INDEMNITY. You agree to indemnify and hold harmless HoneyGrid and its officers, directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (a) Your use of and access to Affiliate Program Website; (b) Your participation in the HoneyGrid Affiliate Program; (c) Your breach of any term of this Agreement; and (d) Your violation of Applicable Law or any Third Party right, including without limitation any copyright, property, or privacy right. This indemnification obligation will survive the termination of this Agreement and Your use of Affiliate Program Website and participation in the HoneyGrid Affiliate Program.
11. AUTHORITY. Each party represents and warrants to the other party that the person accepting this Agreement is authorized to do so. IF YOU ARE AN INDIVIDUAL, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT. If You are under 18, you may not participate in the HoneyGrid Affiliate Program or send any information about yourself to us, including Your name, address, telephone number, or email address.
12. AFFILIATE WARRANTIES. You represent and warrant that: (i) You have all appropriate authority to operate, and to post any and all content on Your Website(s); (ii) You have all appropriate rights to promote Services with any promotional method You may choose to use; (iii) Your Website(s) and Your promotional methods do not and will not infringe a Third Party's or HoneyGrid's proprietary rights; and (iv) You shall remain solely responsible for any and all Your Website(s) and all of Your promotional methods and/or campaigns and any consequences resulting therefrom.
13. WARRANTY DISCLAIMER. EXCEPT WHERE PROHIBITED BY LAW, THE HONEYGRID AFFILIATE PROGRAM AND AFFILIATE PROGRAM WEBSITE ARE PROVIDED "AS-IS" AND "AS AVAILABLE" AND WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON INFRINGEMENT. WE MAKE NO WARRANTY THAT THE HONEYGRID AFFILIATE PROGRAM OR THE AFFILIATE PROGRAM WEBSITE (A) WILL MEET YOUR REQUIREMENTS AND/OR EXPECTATIONS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) WILL BE APPROPRIATE OR AVAILABLE FOR USE IN ALL LOCATIONS; OR (D) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. WE FURTHER MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY OR COMPLETENESS OF THE CONTENT ON ANY SITES LINKED TO ON THE AFFILIATE PROGRAM WEBSITE.
14. LIMITATIONS OF LIABILITY. 14.1. In no event shall HoneyGrid, its officers, directors, employees, or agents, be liable to You or to any Third Party for any indirect, incidental, special, punitive, or consequential damages whatsoever arising from or related to either this Agreement, or use of Affiliate Program Website or participation in HoneyGrid Affiliate Program. Our maximum liability to You for any damages arising from or related to this Agreement is limited to the greater of (a) $50 (fifty) USD or (b) any Commissions You properly received in the prior 12 (twelve) months. The existence of more than one claim will not enlarge this limit. The foregoing limitation of liability shall apply to the fullest extent permitted by law. 14.2. HoneyGrid does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by any Third Party through the Affiliate Program Website, any hyperlinked website or any Affiliate Links or featured in any banner or other advertising, and HoneyGrid will not be a party to or in any way be responsible for monitoring any transaction between You and Third Party providers of products or services.
15. EXPORT RESTRICTIONS. Exports, re-exports, and transfers of either HoneyGrid Affiliate Program or HoneyGrid products and services, including technology, software (including source code), technical data, related technology, and the direct products thereof, including the HoneyGrid/Affiliate Program Website content and the HoneyGrid Services (the "HoneyGrid Items") are subject to US export controls and sanctions, including those administered by the Commerce Department's Bureau of Industry and Security ("BIS") under its Export Administration Regulations ("EAR"), the Treasury Department's Office of Foreign Assets Controls ("OFAC") under its Foreign Assets Control Regulations, and other applicable export and sanctions laws, restrictions and regulations of any U.S. and non-U.S. government agencies or authority (“Applicable Export Laws”). You may not access, download, distribute, use, export, or re-export, release or otherwise transfer the HoneyGrid Items in violation of any Applicable Export Laws. You agree to comply with all Applicable Export Laws, and not to directly or indirectly provide or otherwise make available the HoneyGrid items in violation of any such Applicable Export Laws, or without all necessary approvals, including, without limitation, for the development, design, manufacture or production of nuclear, chemical or biological weapons of mass destruction nor will You use the HoneyGrid Items for a military end-use or a military end-user in China, Russia or Venezuela. The HoneyGrid Items may not be downloaded or otherwise provided or made available, either directly or indirectly, (i) into Iran, Libya, North Korea, Sudan, Myanmar, Syria, Cuba or any other country subject to U.S. trade sanctions, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Table of Denial Orders. By agreeing to this Agreement, You agree to the foregoing and represent and warrant that You are not located in, under the control of, or a national or resident of any such country or on any such list and that You will not share the HoneyGrid Items with anyone whose status is described in items (i) and (ii) above.