Date of Last Revision: March 5th, 2018
HONEYBOOK AFFILIATE AGREEMENT
PLEASE READ THE ENTIRE AGREEMENT. YOU MAY PRINT THIS PAGE FOR YOUR RECORDS. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND (IF APPLICABLE) THE COMPANY YOU REPRESENT (collectively, “AFFILIATE” OR “YOU”, “YOUR” ETC.) AND HONEYBOOK, INC. (“HONEYBOOK” OR “WE”, “US”, “OUR”, ETC.). BY SUBMITTING OUR ONLINE AFFILIATE SUBMISSION FORM OR BY COPYING, DISPLAYING OR OTHERWISE USING OUR AFFILIATE LINK, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU UNCONDITIONALLY AGREE TO BE LEGALLY BOUND BY ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THESE TERMS, YOU HAVE NO RIGHT TO PARTICIPATE IN OUR AFFILIATE PROGRAM.
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Honeybook's affiliate program (the “Affiliate Program”). If you are an individual, you must be 18 years or older to participate in our Affiliate Program; if you are under 18 years old, you are not authorized to participate in our Affiliate Program and you have no right to (and shall not) receive any fees hereunder.
2. Affiliate Obligations
2.1. To become an affiliate partner, you will need to complete our applicable online affiliate enrollment process. The fact that we may auto-approve new affiliates does not imply that we may not re-evaluate your status at a later time. We may reject or cancel your application or status as an affiliate if we determine that your site or other applications or offerings are unsuitable for our Affiliate Program, including, without limitation, if any of the foregoing:
2.1.1. Promotes sexually explicit materials;
2.1.2. Promotes violence or terror;
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
2.1.4. Promotes illegal activities;
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or violate the law;
2.1.6. Includes "Honeybook" or variations or misspellings thereof in its name;
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion;
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our Affiliate Program; or
2.1.9. Has been created or designed, explicitly or implicitly, in a manner which resembles our website or other offerings or which leads customers to believe you are Honeybook or any other affiliated business.
2.2. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each affiliate link we provide you (collectively, “Link(s)”).
2.3. Honeybook reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with our Affiliate Program or any other guidelines we may provide you from time to time.
2.4. The maintenance and the updating of your site will be your responsibility. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible and will fully indemnify us) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.
3. Honeybook Rights and Obligations
3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made in order to comply with our Affiliate Program and this Agreement. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Honeybook Affiliate Program.
3.2. Honeybook reserves the right to terminate this Agreement and your participation in the Honeybook Affiliate Program immediately and without notice to you should you commit fraud, misrepresentation or other abuse in your participation in the Honeybook Affiliate Program. If such fraud, misrepresentation or abuse is detected, Honeybook shall not be liable to you for any amounts in connection with related referrals or sales.
3.3. This Agreement will begin upon our acceptance of your Affiliate enrollment form or, if earlier, your first use, display or copying of our Link, and will continue unless terminated hereunder.
Either you or we may terminate this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and Honeybook's Affiliate Program rules and policies. If any modification is unacceptable to you, your only option is to terminate this Agreement. Your continued participation in Honeybook's Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
6. Affiliate Fees
Honeybook’s current terms and conditions relating to fees for its Affiliate Program partners are located on our Program Fee Page. Please review carefully for details.
7. Payment Terms.
All payments will be calculated solely based on our accounting. Payments to you may be withheld to reflect or adjusted to exclude any amounts arising from breach of this Agreement or other invalid, fraudulent or abusive activity, as determined by us in our sole discretion. In addition to our other rights and remedies, we may (a) withhold and offset any payments owed to you under the Agreement against any fees you owe us for any reason, or (b) require you to refund us within 30 days of any invoice, any amounts we may have overpaid to you in prior periods. If you dispute any payment made or withheld relating to this Agreement, you must notify us in writing within 30 days of any such payment. If you do not, any claim relating to the disputed payment is waived. To ensure proper payment, you are responsible for providing and maintaining accurate contact and payment information in your account and providing us all information we may reasonably request to comply with tax or other laws or regulations. You are responsible for any charges assessed by your bank or payment provider. You are responsible for all taxes relating to this Agreement, except taxes on our net income.
8. Promotion Restrictions
8.1. In connection with your activities hereunder, you shall not engage in any unlawful, unfair, deceptive or abusive marketing practices, as determined by us in our sole discretion. Such practices, include, without limitation, spamming or other unsolicited commercial email (UCE), posting or marketing to non-commercial groups, boards, forums or social networks, or advertising in any way that conceals or misrepresents your identity, your domain name, or your return email address. At all times, you must clearly represent yourself and your web sites as independent from Honeybook. If it comes to our attention that you are engaging in any such practices, we will consider that cause for immediate termination of this Agreement and your participation in the Honeybook Affiliate Program.
8.2. You shall not bid in your advertising campaigns on keywords such as Honeybook, Honeybook.com, www.Honeybook, www.Honeybook.com, and/or any misspellings or similar alterations of these terms (separately or in combination with other keywords). Further, you shall not transmit any so-called “interstitials,” “Parasitic Marketing,” “Shopping Assistance Applications,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” or any similar tools, programs or applications from the time the user clicks on a qualifying link until such time as the user has fully exited Honeybook’s site. The foregoing restricted activities shall include, without limitation, any application, tool or code that (a) causes the overwriting tracking cookies through any means other than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through installed software or otherwise (e.g., causing pop-ups, commission tracking cookies to be put in place, or other commission tracking cookies to be overwritten or the like); (c) sets commission tracking cookies through loading of the Honeybook site in iframes, hidden links or automatic pop ups; (d) targets text on web sites, other than those web sites 100% owned by you for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners, other than those that are on web sites 100% owned by you. Any pending balances owed to you will not be paid if your account is terminated due to any of the practices described in this Section 8.
9. Grant of Licenses
9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Honeybook's Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Honeybook and the good will associated therewith will inure to the sole benefit of Honeybook. You grant us a non-exclusive right to use your name and trademarks to identify you as a participant in our Affiliate Program and for other marketing purposes (e.g., case studies, success stories, white papers and the like).
9.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
HONEYBOOK MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING HONEYBOOK’S WEB SITE OR APPLICATIONS OR THE PRODUCTS OR SERVICES PROVIDED THEREIN OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, AND HONEYBOOK HEREBY FULLY DISCLAIMS AND ANY AND ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN ADDITION, WE MAKE NO REPRESENTATION REGARDING THE RESULTS OF YOUR PARTICIPATION IN OUR AFFILIATE PROGRAM OR THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
11. Representations and Warranties
You represent and warrant that: this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms; you have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party; and you have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
12. Limitations of Liability
WE WILL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL HONEYBOOK'S CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL FEES PAID TO YOU UNDER THIS AGREEMENT IN THE PRECEDING SIX (6) MONTH PERIOD.
You hereby agree to indemnify and hold harmless Honeybook, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") arising out of or relating to your activities in connection with this Agreement or your participation in our Affiliate Program, including, without limitation, any Losses relating to (i) any claim that our use of your trademarks or other provided materials infringes on any intellectual property or proprietary right of any third party, (ii) any misrepresentation, fraud, abuse, negligence or breach of this Agreement by you, or (iii) any claim relating to your site, products or services.
You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Honeybook. You will have no authority to make or accept any offers or representations on our behalf and you will not make any statement that implies anything to the contrary. Neither party may assign its rights or obligations under this Agreement to any party, except that we may assign this Agreement to a successor to all or substantially all of our assets or business. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without regard to the conflicts of laws and principles thereof. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.