This Partner Terms of Service sets forth the Agreement between you and Places App, Inc., DBA: Honeycommb (“we” or “us” or "our") regarding your use of our web service, mobile applications, and third party technologies, specifically including each Honeycommb network you create, brand, or join (collectively the “Service”). Please read this Agreement, because it contains important information about your content (you own it!), 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. Using The Service
1a. How It Works
Our service enables people to create a complete social network / community dedicated to an individual, group, identity, business, or interest (a “Honeycommb Network”) for free and for a fee. People who launch Honeycommb network (“Partners") using the Honeycommb platform/service do so to invite people (“Members”) to connect with each other, to message, and to exchange information and content. Partners tailor their social network in many ways, afforded by Honeycommb platform features, to suit their business case, the members they invite, approve, or join freely, the conversations they organize, what they call their social network, and additional branding they may choose to use.
1b. Who can create a Honeycommb network?
Honeycommb Networks: For networks created in the Honeycommb Application, you must be at least the age of majority in the state or country where you live to create a Honeycommb network.
Branded Honeycommb Networks: For stand-alone networks created using the Honeycommb platform. Only businesses who are legal entities within their country or jurisdiction may create, market, distribute, and run a Honeycommb branded network. This includes businesses that chose to use Honeycommb's developer accounts on Apple App and Google Play stores for distribution.
1c. Data Processing
Our privacy practices are set forth in our Data Processing Agreement, which is part of this Agreement. Honeycommb uses third party software to collect data in order to improve our products and manage user behavior. Unless explicitly granted or required by law, Honeycommb will not share any data with outside parties. Please see and read our Data Processing Agreement for further details.
By creating a Honeycommb network and/or participating as an administrator of a Honeycommb network, you are sharing personally identifiable information. We will not and do not share this information with any outside sources. Honeycommb reserves the right to communicate directly with any administrator of any community on the Honeycommb platform as well as remove any participating administrators who do not adhere to the standard of these terms.
Honeycommb was built to create communities that connect people with shared interests, values, experiences, and organizations of all kinds. Honeycommb reserves the right to deny the creation of networks and/or remove networks that serve to add or promote harm or harmful behavior. Honeycommb and the networks on its platform must also abide by the law and third party terms, policies, and guidelines, including the Apple App Store and the Google Play Store. Please see more under section "2. Acceptable Use".
Honeycommb can not guarantee approval of your applications in to Apple App and/or Google Play app stores. As the owner of the content, data, and trademark for your mobile applications and as the manager of your network, you are responsible for adhering to the policies, terms and conditions of Apple App and Google Play store. Any action Apple or Google takes against the approval or survival of your applications in their app stores because of your lack of adherence to their terms and policies is your responsibility and not the responsibility of Honeycommb.
In good faith, you allow Honeycommb to argue on behalf of your business with Apple and Google reviewers for the sake of admittance of your mobile applications into Apple App and Google Play app stores.
You may chose to shut down your Honeycommb network at any time. For branded networks, please contact your Honeycommb Success Manager to start the shut down and app removal process. There may be penalties associated to terminating your agreement with Honeycommb relative to your specific term length and details of your agreement. For networks created using the Honeycommb application, please reach out to email@example.com to shut down your network.
You may request to receive all your content and certain data to be delivered to you in .zip file and in an organized format. Honeycommb agrees to hold on to your data content and data for at least 30 days before destroying it. You may ask for extension on destroying content and data. It is our intention to work with you to transfer content and data in a way that is helpful to you.
Prematurely terminating your agreement with Honeycommb is considered a forfeit of your network and its assets, aside from trademark related assets. Unless you pay for the entirety of your term agreement, based on the size of your community at termination, within the 30 day period after requesting that your network be terminated, any user information, content, and data is forfeit by you and property of Honeycommb.
2. Acceptable Use
We believe that community is essentially for people to live longer, healthier, happier lives. We strive to make all Honeycommb networks a positive, healthy experience for all. Ultimately, our partners, those who launch and manage networks using the Honeycommb platform, are responsible for their member's experience and the guidelines by which the community is run. Nevertheless, because services and content are run on and stored via the Honeycommb platform, Honeycommb must have a position on acceptable use and behavior of it's services.
The following are examples of the kind of content and/or use that is illegal or prohibited by Honeycommb. Honeycommb reserves the right to investigate and take appropriate legal action against anyone who, in Honeycommb's sole discretion, violates these provision, including without limitation removing the offending content from the Service, suspending or terminating the account of such violators, and reporting you to the law enforcement authorities.
You agree to not use the Service to:
- create any Network or groups, post, email or otherwise transmit any content that involve or encourage any action, as applicable, that (i) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, libelous, invasive of another‘s privacy, hateful racially, ethnically or otherwise objectionable; (ii) you do not have a right to transmit under any law or under contractual or fiduciary relationships; (iii) poses or creates a privacy or security risk to any person; (iv) is inaccurate or infringes any intellectual property or other proprietary rights or personal rights of any party; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of unlawful solicitation; (vi) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or (vii) in the sole judgment of Honeycommb, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Honeycommb or its users to any harm or liability of any type;
- further or promote any criminal activity or enterprise or provide instructional information (through your Network, groups or otherwise) about illegal activities;
- impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity, especially in the promotion or sale of specific a Network or Groups;
- harvest or collect email addresses or other contact information of other Users from the Service by electronic or other means for the purposes of sending unwelcome or harassing emails or other unwelcome or harassing communications;
- interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
- violate any applicable local, state, national or international law, or any regulations having the force of law; or
- obtain or attempt to access or otherwise obtain any materials or information through the Service using deceptive or fraudulent means
3. Your Content & Data
3a. Your Content
The Service enables you to create posts, articles, photos, videos, links, groups, direct messages, notifications, and chat with other Members. For branded networks, the Honeycommb platform allows you to completely brand your Network and "white-label" it by adjusting your web applications primary domain (e.g. yoursubdomain.yournetwork.domainextension). All material that you upload, publish or display to others via your Honeycommb network is “Your Content.” Material that a Member uploads, publishes, or displays to others within your Honeycommb network is “User Generated Content”. Your Content, including User Generated Content, does not include Data (defined below).
3b. Content Ownership & Distribution
TLDR: You (and any people you license Content from) keep complete ownership of all your content; content created within and posted to your network, and the right to distribute it. You grant Honeycommb a license to show it on your Honeycommb network, but you and your licensors still own it. See also section 1F for further information regaurding ownership as it pertains to terminating any term agreement with Honeycommb.
3c. Copyright & I.P.
Do not infringe on the intellectual property and personal rights with the content you create within your network. Abide by fair usage and copyright laws of materials and intellectual property that is not your own. You accept responsibility if Your Content violates the intellectual property or personal rights of others. You agree to pay all royalties, fees, and any other monies owed to any person or business by reason of any of Your Content.
4. Copyright and Trademark Policies
In good faith, we ask partners of Honeycommb who launch and manage Honeycommb networks to take care to avoid infringing copyrights of others. If you infringe copyrights of others, your network or content may be removed or suspended in whole or part. It is our policy, in appropriate circumstances and our discretion, to disable and/or terminate networks or accounts of users who repeatedly infringe or are charged repeatedly with infringing the copyrights or other intellectual property rights of others. As network administrators, we expect that you will do your best to manage & control this.
Honeycommb makes and will make no claims to ownership of your trademark (brand) in any way. Honeycommb must request and have your consent to use your trademarks, or any representation in any form, on any materials.
5. Honeycommb Content & Materials
You own Your Content and User Generated Content. Honeycommb collects and stores data about Honeycommb networks, administrators, and users (“Data”) in order to run the Service more effectively and efficiently. You have rights to this data by request and may ask that we remove it if you chose to remove your network from the Honeycommb platform.
5b. Honeycommb Content & Materials
All right, title, and interest in the Service, including Honeycommb buttons, badges, logos, widgets, text, images, design, software, documentation, source code, algorithms, graphics, photographs, video and audio files, other files, data, and the selection, arrangement, structure, coordination, and “look and feel” thereof (excluding Your Content, User Generated Content, third-party web services or third-party content linked to or posted within the Service) (collectively “Our Content and Materials”) are the property of Places App, inc. (DBA: Honeycommb). The Honeycommb name and logo, the Honeycommb mark, and any branded representation of Honeycommb are trademarks and service marks of Honeycommb. We retain all right, title, and interest in and to the Data of Our Content and Materials. Except as expressly provided in these terms, you agree not to use, modify, reproduce, distribute, sell, license, reverse engineer, decompile, or otherwise exploit Our Content and Materials or Data without our express written permission.
5c. Honeycommb License To You
Subject to these terms, we grant you a limited, non-exclusive license to use and access Honeycommb Content & Materials and the Service. We also grant you license to use and access certain (most) Data for the purpose of maximizing Member engagement and facilitating communications. We may terminate this license at any time for any reason. Except for the rights and license granted in these terms, we reserve all other rights and grant no other rights or licenses, implied or otherwise.
5d. No Endorsements or Screenings
Please note that the Service contains access to third-party content and other interactions over which we have no control. We assume no responsibility for, nor do we endorse, screen, or approve the content, offerings, or materials made available to you within a Honeycommb network, or the conduct of parties who participate in a Honeycommb network.
6. Rights & Obligations of Partners & Administrators
6a. Contact Information of Members
The name, contact information, and other personally identifiable information of Members who register to join your Honeycommb network is made available to you (our "partner") and administrators of your network in order to facilitate communications and management of that user. A partner or administrator may use user contact information of Members solely to communicate with a Member for purposes related to the network or the reasonably assumed interests of the Member who has joined the network. You must explicitly inform, disclose and receive clear consent from every member of your network and include in your Terms of Service if you plan to i) sell contact information of a Member to a third-party, or ii) or use or disclose it for commercial purposes unrelated to the network or the interest of Member who joined the network.
6b. Member Data
Partners and administrators are provided access to certain Data, which may be aggregated or personalized, in order to facilitate Member engagement and communications. You must explicitly inform, disclose and receive clear consent from every member of your network and include in your Terms of Service if you plan to share Data accessible from the Service to third parties.
6c. Downloading Sensitive Data
Partners and administrators are provided access to view and download network Data and Content, which may include sensitive member data. By downloading any Data or Content, you are responsible for the safe keeping of this data. Any breach of data storage downloaded from your Honeycommb network is your responsibility and liability to guard and keep.
6d. Representation of Partners & Administrators
If you are a Honeycommb partner or network administrator, it is important for you to respect and honor the trust of Members who join the network you launched and manage. If you are a partner or administrator, you represent and warrant that, in your communications with Members and handling of Data, you: i) will comply with all applicable laws and regulations; and ii) will honor the restrictions set forth in in these terms. If you are a partner or administrator, you also represent and warrant that all advertising, sponsorships, and promotions you introduce to your network will comply with all applicable laws, regulations, and industry guidelines, including but not limited to the FTC December 2015 guidance regarding native advertising. If you are a partner of administrator with Members in the European Union, you represent and warrant that you have obtained user consent prior to sending emails outside of the Service, as EU law requires opt-in consent for emails.
7. Integrated Services
8. Disclaimer & Limitation of Liability
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF PLACES APP, INC. (DBA: HONEYCOMMB) ENTITIES TO YOU. “PLACES APP, INC. (DBA: HONEYCOMMB) ENTITIES” MEANS PLACES APP, INC., AND ANY SUBSIDIARIES, AFFILIATES, RELATED COMPANIES, SUPPLIERS, LICENSORS AND PARTNERS, AND THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES OF EACH OF THEM. EACH PROVISION BELOW APPLIES TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW:
- 8a. WE ARE PROVIDING YOU THE SERVICE, ALONG WITH OUR CONTENT AND MATERIALS AND THE OPPORTUNITY TO CONNECT WITH OTHERS, ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, PLACES APP, INC. ENTITIES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, TITLE, ACCURACY AND COMPLETENESS, UNINTERRUPTED OR ERROR-FREE SERVICE, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USAGE.
- 8b. PLACES APP, INC. MAKES NO PROMISES WITH RESPECT TO, AND EXPRESSLY DISCLAIMS ALL LIABILITY FOR: (i) CONTENT POSTED BY ANY MEMBER, HOST, OR THIRD PARTY, (ii) ANY THIRD-PARTY WEBSITE, THIRD-PARTY PRODUCT, OR THIRD-PARTY SERVICE LISTED ON OR ACCESSIBLE TO YOU THROUGH THE SERVICE, INCLUDING AN INTEGRATED SERVICE PROVIDER (iii) THE QUALITY OR CONDUCT OF ANY THIRD PARTY, HOST, OR MEMBER YOU ENCOUNTER IN CONNECTION WITH YOUR USE OF THE SERVICE. PLACES APP, INC. MAKES NO WARRANTY THAT (a) THE SERVICE OR ANY HONEYCOMMB NETWORK WILL MEET YOUR REQUIREMENTS, (b) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (c) THE RESULTS OR INFORMATION THAT YOU MAY OBTAIN FROM THE USE OF THE SERVICE, OR ANY HONEYCOMMB NETWORK, WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY HONEYCOMMB NETWORK, PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE.
- 8c. YOU AGREE THAT UNDER THE MAXIMUM EXTENT PERMITTED BY LAW, PLACES APP, INC. ENTITIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY. WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT PLACES APP, INC. ENTITIES SPECIFICALLY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, LOSS OF PROFITS, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR LOSS OF DATA (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE) ARISING OUT OF IN ANY WAY CONNECTED WITH YOUR USE OF, OR INABILITY TO USE, THE SERVICE.
- 8d. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE.
- 8e. WITHOUT LIMITING THE FOREGOING, PLACES APP, INC.’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICE OR THIS AGREEMENT IS LIMITED TO THE AMOUNT PAID TO PLACES APP, INC. IN CONNECTION WITH THE SERVICE IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY.
You agree to release, indemnify, and defend Places App, inc. (DBA: Honeycommb) Entities from all third-party claims and costs (including reasonable attorneys’ fees) arising out of or related to: i) your use of Service, ii) Your Content, iii) your conduct or interactions with your administrators or Members of the Service, or iv) your breach of any part of this Agreement. We will promptly notify you of any such claim, and will provide you (at your expense) with reasonable assistance in defending the claim. You will allow us to participate in the defense, and will not settle any such claim without our prior written consent. We reserve the right, at our own expense, to assume the exclusive defense of any matter otherwise subject to indemnification by you. In that event, you will have no further obligation to defend us in that matter.
You also agreed to release, indemnify, and defend your Hosts and Members from all third-party claims and costs arising out or related to: i) your use of the Service, ii) Your Content, iii) your conduct or interactions with Hosts or Members, or iv) your breach of any part of this Agreement.
10. Dispute Resolution, Arbitration, and Class Action Waiver
The arbitration process can be a faster, simpler, less formal, and less expensive route than filing a lawsuit and going to court. In arbitration you are still entitled to a fair hearing, but your rights will be determined by a neutral arbitrator (and not a judge or jury). Arbitrator decisions are as enforceable as any court order, and are subject only to very limited review by a court. Each party is giving up the right to sue in court and to have a trial before a judge or jury.
Each party here agrees to try in good faith for 30 days to informally resolve any dispute before starting arbitration. A party who intends to seek arbitration must first send the other a written notice that describes the nature and basis of the dispute as well as the relief sought. If you want to send such a notice to us, send it to firstname.lastname@example.org. If we want to send such a notice to you, we will send it to the email address associated with your account. If the parties do not reach an agreement to resolve the dispute within 30 days after the date the notice was sent, then the parties may start arbitration as described below.
The American Arbitration Association (AAA) will administer the arbitration, and the arbitration will be governed by the AAA’s Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes, as modified by these terms. Those rules and information about how to start arbitration are available at www.adr.org or by calling 1-800-778-7879. The arbitrator is bound by these terms. The arbitration will be conducted through the submission of documents, by phone, or in person in the county where you live or at another mutually agreed location.
The arbitrator’s award will be final and specifically enforceable under applicable law, and judgment may be entered upon it in any court with jurisdiction. The arbitration costs, including arbitrator compensation, will be shared between you and us according to the AAA’s Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes.
Any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. By agreeing to these terms, you are waiving the right to participate in a class action. Further, unless the parties mutually agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. If this waiver is found to be illegal or unenforceable, then the parties agree that this entire section will be unenforceable, that any dispute will be resolved exclusively in a state or federal court located in New York County, New York, and that the parties both submit to the personal jurisdiction of such courts. If a claim proceeds in court rather than through arbitration, the parties waive any right to a jury trial.
This section does not: (i) prevent either party from litigating any dispute in small claims court; (ii) apply to disputes arising out of or related to infringement or other misuse of our intellectual property rights; or (iii) prevent either party from bringing a dispute to the attention of any federal, state, or local government agencies.
If you do not want to be bound by this binding arbitration provision and class action waiver, you must notify us within 30 days of the date that you first accept or receive these terms by sending a written notification to email@example.com that includes your actual name and Honeycommb Network(s) and any user name(s), address, and a clear statement that you do not wish to resolve disputes with us through arbitration.
11. General Legal Terms
11a. Changes To These Terms
11b. Governing Law and Jurisdiction
You agree that Honeycommb is operated in the United States and will be deemed to be primarily based in New York & Massachusetts and a passive service for purposes of jurisdictional analysis. For any claims for which arbitration is inapplicable, you agree that such claims will be brought in federal or state court in New York County, New York and governed by laws of the state of New York, without regard to any conflict of law provisions.
11c. Use Outside of the United States
Places App, inc. (DBA: Honeycommb) expressly disclaims any representation or warranty that the Service complies with all applicable laws and regulations outside of the United States. If you use the Service outside of the United States, you expressly understand and agree that you are responsible for determining compliance with different laws, regulations, or customs that may apply in connection with your use of the Service.
The Service is controlled and operated from our United States offices in New York and Massachusetts. Places App, inc. is subject to United States export controls. No software for Places App, inc. may be downloaded or otherwise exported or re-exported in violation of any applicable laws or regulations. You represent that you are not (1) located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country, and (2) listed on any U.S. government list of prohibited or restricted parties.
11e. Applications and Mobile Devices
If you access the Service through a Honeycommb mobile application, you acknowledge that this Agreement is between you and Places App, inc. only, and not with another application service or application platform provider (such as Apple, Inc. or Google Inc.), which may provide you the application subject to its own terms. To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply.
The following provisions will survive expiration or termination of this Agreement: Sections 1f (Termination), 2 (Acceptable Use), 3c (Copyright & I.P.), Section 6 (Rights & Obligations of Partners & Administrators) in its entirety, including 6a (Fees & Add-ons) payment obligations, and Sections 8-11.
You may not assign or transfer this Agreement (or any of your rights or obligations under this Agreement) without our prior written consent; any attempted assignment or transfer without complying with the foregoing will be void. Honeycommb may not assign or transfer this Agreement without your prior written consent. This Agreement inures to the benefit of and is binding upon the parties and their respective legal representatives, successors, and assigns.
11h. Electronic Communications
You consent to receive communications from us by email in accordance with this Agreement and applicable law. You acknowledge and agree that all agreements, notices, disclosures, and other communications that we provide to you electronically will satisfy any legal requirement that such communications be in writing.
11i. Entire Agreement / Severability
This Agreement supersedes all prior terms, agreements, discussions and writings regarding the Service and constitutes the entire agreement between you and us regarding the Service, except as provided for in Section 6a (Fees & Add-ons). If any provision in this Agreement is found to be unenforceable, then that provision will not affect the enforceability of the remaining provisions of the agreement, which will remain in full force and effect.
In construing or interpreting the terms of this Agreement: (i) the headings in this Agreement are for convenience only, and are not to be considered, and (ii) no presumption is to operate in either party’s favor as a result of its counsel’s role in drafting this Agreement.
All notices permitted or required under this Agreement, unless specified otherwise in this Agreement, must be sent in writing as follows in order to be valid: (i) if to you, by us via email to the address associated with your account, and (ii) if to us by you via firstname.lastname@example.org. Notices will be deemed given (a) if to you, when emailed, and (b) if to us, on receipt by us.
This Agreement does not confer any third-party beneficiary rights and does not create a joint venture, agency, partnership, or other form of joint enterprise between you and us. Except as expressly provided herein, neither party has the right, power, or authority to create any obligation or duty, express or implied, on behalf of the other.
No waiver of any terms will be deemed a further or continuing waiver or such term or any other term. Our failure to assert a right or provision under this Agreement will not constitute a waiver of such right or provision.
11n. Further Assurances
You agree to execute a hard copy of this Agreement and any other documents, and take any actions at our expense that we may request to confirm and effect the intent of this Agreement and any of your rights or obligations under this Agreement.
Feel free to contact us at email@example.com with any questions about these terms.
11p. Agreement to Terms
11q. Changes to the Service
We are always trying to improve your experience on the Service. We often add or change features and may do so without notice to you. We make improved changes and additions so often that to stay on top of every notice would be a full time job :)
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