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 launch form, and Places App, Inc., DBA: Honeycommb (“we” or “us” or "our") regarding the terms of your licensing, payment, and use of our web service, 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. Paid Membership Agreement

For networks that wish to have paid membership as an add-on 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.

3. "Full Suite" Sales Agreement Terms

For customers who pay for and receive the benefits of Honeycommb's "Full Suite" offering.

• 3a. "Full Suite" Definition
  "Full Suite" refers to the licensing of Honeycommb's software and included features, with limitations, and services;
  1. Branded, dedicated web application,
  2. Branded, dedicated iOS application on Apple App Store,
  3. Branded, dedicated Android application on Google Play Store,
  4. Honeycommb Control Center,
  5. Required Mobile & Web App asset creation, based on artwork you provide,
  6. One hour training session with Success Manager,
  7. Success Manager one-to-one access through "Apps Live" or 30 days from the start of your term. (Apps Live = All apps created & available)
• 3b. Standard Term Length
  
  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. You may chose to pay annually, which requires you to chose a user cost tier. If you do, Honeycommb pricing will be locked in for the length of your advanced payment term. If you grow past the user tier you locked in, Honeycommb will automatically charge you for the difference on a monthly basis.
  
  3b4. You may request a longer term length to "lock-in" pricing for the length of your requested term.
  
  3b5. Software licensing fees and service payments are non-refundable, unless granted by Honeycommb.
• 3c. User Table Cost
  Honeycommb's standard pricing is based on "registered users" in your network in which Honeycommb captures and stores data for. Please see Pricing for the current user table cost.
• 3d. Launch Fee
  Building, deploying, and managing requirements and relationships with app stores is very specialized, continuous work. Honeycommb requires a one-time, non-refundable launch fee to produce, deploy, and maintain apps in app stores.
• 3e. Application Asset Creation
  A list of application assets based on artwork you provide that we create and install for you, unless you request to do it yourself;
  
  1. App Asset Document
  2. Android App Icon Top
  3. Android App Icon Background
  4. Android Notification Icon
  5. Apple App Icon
  6. Community Icon
  7. Default Avatar
  8. Default Cover Photo
  9. 3 Template Screenshots for Google Play 6.0
  10. 3 Template Screenshots for iOS 5.5
  11. 3 Template Screenshots for iOS 6.5
  12. Google Play Promo Graphic
  13. Google Play Featured Graphic
  14. Google Play App Icon
  15. Like Icon (Heart, Fist Bump, orother)
  16. Loading Image
  17. Splash Image
  18. Navigation Bar
  19. Web Navigation Bar
  20. On-boarding Logo
  21. Share Default Image
  
• 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 cheaper) 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 any partner not currently operating within a termed contract.

4. "Web App" Sales Agreement Terms

For customers who pay for and receive the benefits of Honeycommb's "Web app" offering.

• 4a. "Web App" Definition
  "Web App" refers to the licensing of Honeycommb's software and included features and limitations;
  1. Branded, dedicated web application,
  2. Honeycommb Control Center.
• 4b. Standard Term Length
  
  4b1. Honeycommb does not require any term length with the Web App offering and you can chose to terminate your network at any time. Web App customers pay for the month in advance.
  
  4b2. You may chose to pay annually, which requires you to chose a user cost tier. If you do, Honeycommb pricing will be locked in for the length of your advanced payment term. If you grow past the user tier you locked in, Honeycommb will automatically charge you for the difference on a monthly basis.
  
  4b3. You may request a longer term length to "lock-in" pricing for the length of your requested term.
  
  4b4. Software licensing fees and service payments are non-refundable, unless granted by Honeycommb.
• 4c. User Table Cost
  Honeycommb's standard pricing is based on "registered users" in your network in which Honeycommb captures and stores data for. Please see Pricing for the current user table cost.
• 4e. 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 any partner not currently operating within a termed contract.

5. Payment & Refund Policies

You are paying Honeycommb 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
  Honeycommb will only begin the app creation and deployment process once payment has been secured. Recurring charges are expected to run automatically to a card on file (see 5b). 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 may 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
  Honeycommb operates on a business constitution 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.

6. Add-on Features & Services

The Honeycommb platform was architected knowing that not every network's needs are the same. Honeycommb provides a baseline feature set, described as any feature not identified as an add-on, along with a number of "add-on" features and services in order to offer networks the ability to not pay for features or services they don't or to pay for features and services they do need.

• 6a. Add-on Features
  Outside of termed agreements, you may chose to add or remove feature add-ons at any time. Certain feature add-ons may require a separate agreement.
• 6b. Add-on Services
  If you paid for add-on services, it is Honeycommb's obligation to provide all aspects offered within each service package. Some of these services require your participation, for example, 1 on 1 calls. You must make yourself reasonably available for aspects of services that require your participation or you forfeit that aspect of your service. A separate service agreement may be provided.

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