Software Licensing Agreement

* * * * * Fine Print * * * * *

This Software Licensing Agreement, also known as the "Sales Agreement", sets forth the agreement between you, the person and/or business completing the Get Started form, and Honeycommb LLC (“we” or “us” or "our") regarding the terms of your licensing, payment, and use of our web service, dedicated iOS or Adnroid mobile applications, and/or third party technologies, specifically including each Honeycommb network you create, brand, or join (collectively the “Service”). Please also read the Partner Terms of Service, as it contains important information about your content, our limitation of liability to you, and your agreement to resolve any disputes by individual arbitration and to waive the right to participate in a class action, and information sharing between Members and Hosts.

1. Partner Terms of Service

Honeycommb's Partner Terms of Service is a separate, required agreement that outlines terms relative to the creation, usage, ownership, and acceptance of liability of your network on the Honeycommb platform. If your legal team has exceptions to the Partner Terms of Service agreement, please share them with your Honeycommb contact. More often than not, we can find common ground.

2. Honeycommb Subscription Sales Agreement Terms

For customers who pay for and receive the benefits of the Honeycommb subscription.

• 2a. Honeycommb Subscription Definition
  The "Honeycommb Subscription" refers to the licensing of Honeycommb's software on a monthly basis, unless otherwise agreed to other terms, and includes;
  1. A dedicated "social network" web application parked at a Honeycommb sub-domain,
  2. A dedictaed Control Center to manage and operate the dedicated social network.
  
• 2b. Standard Term Length
  
  2b1. The Honeycommb subscription is based on a monthly payment period that starts at network creation or when the free period ends. The monthly fee is not prorated based on termination, increase, or descrease of registered members within the month.
  
  2b2. The Honeycommb subscription does not require a term length and network owners can chose to terminate the subscription at any time which will end on the last day of the billing periods.
  
  2b3. The Honeycommb platform was architected knowing that not every network's needs are the same. Honeycommb provides a baseline feature set and then offers additional "add-ons", that network owners add and remove on their own, to suit the needs of the network. To retain the billing period, add-ons are prorated based on the billing period when the add-on is initially bought but not prorated when removed.
  
  2b4. Software licensing fees and service payments are non-refundable, unless granted by Honeycommb.
• 2c. User Table Cost
  2c1. Honeycommb's standard pricing is based on "registered, approved users" in your network in which Honeycommb captures and stores data for and which you can take actions on. Please see Pricing for the current user table cost.
  
  2c2. When a network's total registered, approved user number surpasses the current tier and into the next user tier, you agree to allow Honeycommb to automatically adjust your invoice and charge you for the new amount.
• 2d. Pricing Adjustments
  Honeycommb resrves the right to make pricing adjustments. Over Honeycommb's existance, we have only made the platform more affordable and have never increased pricing but intead have consistently reduced it. Because Honeycommb uses third party services to support the many features and capabilties of the Honeycommb platform, we do not have complete control over costs, which may result in increased pricing. Honeycommb agrees to make every effort to contact active customers with news of adjusted pricing and pricing terms.

3. Dedicated Mobile Apps Subscription Sales Agreement Terms

For customers who pay for and receive the benefits of Honeycommb's "Dedicated Mobile Apps Subscription" offering.

• 3a. "Dedicated Mobile Apps Subscription" Definition
  "Dedicated Mobile Apps" subscription refers to the licensing of software and services that include;
  1. Branded, dedicated iOS application on Apple App Store,
  2. Branded, dedicated Android application on Google Play Store,
  3. Android App Settings found in your network's Control Center
  4. iOS App Settings found in your network's Control Center
  5. The initial creation of required mobile app graphics, unless other agreements apply,
  7. Success Manager one-to-one access through "Apps Live" or 30 days from the start of your term. (Apps Live = Android and iOS apps created and submitted to Apple & Google)
• 3b. Standard Term Length
  The Dedicated Mobile Application Subscription is a seperate and distinct subscription that has it's own billing period, either monthly or annually, that can be started at any time.
  
  3b1. Standard term length = 1 Full Year. Your term begins on the day Honeycommb delivers your Web application and Control Center. You and/or your business are in control of your mobile app settings and other app store requirements that could result in non-approval of your apps into app stores. Honeycommb will help guide you through these requirements to reduce the potential on non-approval.
  
  3b2. There is no requirement to "renew" once your term length is complete.
  
  3b3. Software licensing fees and service payments are non-refundable, unless granted by Honeycommb.
• 3d. Launch Fee
  Honeycommb requires a one-time, non-refundable launch fee to produce, deploy, and manage the review process to get apps approved and in the Apple App and Google Play app stores. This fee also covers the production of required mobile app graphics for both iOS and Android applications but a customer may chose to create these assets on their own.
• 3e. Early Contract Termination Fee An early contract termination fee of $1,000 USD or the cost of the remainder of the term length (whichever is less) is required to terminate your agreements before the end of your 1 year term agreement.
• 3f. Pricing Adjustments
  Honeycommb may not make pricing adjustments within a partners term period. All pricing is "locked in" for the length of the contracted term period. Honeycommb has the right to make pricing adjustment for the Dedicated Mobile Apps Subscription for any partner not currently operating within a termed contract.

4. Paid Membership Agreement

For networks that add the Subscriptions add-on and enabled for their network, it is required that you first agree to a separate Paid Membership Agreement. This agreement will set forth paid membership system terms, payout, fees, delivery of goods, liability, and responsibilities on part of all parties.

5. Payment & Refund Policies

You are paying Honeycommb LLC for the licensing of its software, including continuous support and improvements to all software and third party services that make the Honeycommb platform operate. You may chose to add-on features or services to fit your network's needs. Some of these features or services are one-time payments while others are recurring payments.

• 5a. Payment Due
  Recurring charges are expected to run automatically to a card on file, which you agree to. In the case that they do not, Honeycommb has processes to inform you of any delinquencies and offers a 48 hour grace period for you to remedy any issues and provide payment.
• 5b. Recurring Payments, Card on File
  You agree to manage and keep your payment instrument for automatic payments in good standing, such as terminated or expired credit cards.
  
  You give Honeycommb the right to automatically charge your card on file recurring charges based on your agreement. Because of the nature of Honeycommb agreements and the aspects of change relative to network user growth or reduction, your recurring charge may change. By agreeing to this Software Licensing Agreement, you understand the nature of this change and agree to change in your costs associated to this change.
• 5c. Delinquent Payments Any payment that is not successfully procured on the day after the payment is considered delinquent.
  
  Delinquent Payments Triage;
  • After 48 hours, Admin access to Control Center is restricted.
  • After 7 days, Network access for all members is restricted.
  • After 21 days, If no communication between customer and Honeycommb has occurred, removal of all apps begins.
  • After 30 days, If no communication between customer and Honeycommb has occurred, you forfeit all network content and data to Honeycommb.
  • After 60 days, If no communication between customer and Honeycommb has occurred, Honeycommb has the right to destroy all aspect of your network, including content and data.
  
• 5d. Feature & Service Add-ons
  If you select a Service or add-ons for which a fee applies, you agree to pay the applicable fee when you sign up and/or when your free terms agreement has reached its limit or expiration and on the agreed upon ongoing fee schedule. For Add-on Services, additional terms may apply, and you may be asked to agree to additional terms by separate agreement.
• 5e. Refunds
  Software liscencing fees and service fees are non-refundable. Honeycommb operates on a business value system of "Be fair. Be kind." Honeycommb reserves the right of discretion when applying refunds. There are no obligations on behalf on Honeycommb for refunds at termination. Because termination implies work on behalf of Honeycommb, a termination fee may apply, relative to your agreement, which we have the right to automatically charge on the payment instrument provided.

# # #