Affiliate Agreement

Instructions

When to use: This agreement governs the relationship between Honeycomb (operated by Mindhyv LLC) and an individual or entity participating in the Honeycomb Affiliate Program. Execute this agreement before granting affiliate access, tracking links, or commission eligibility.

Who fills it out: The business development or partnerships team prepares the agreement. The affiliate reviews and signs.

Prerequisites:

The affiliate must be at least 18 years of age
The affiliate must have a registered Honeycomb account
The affiliate must have a valid payment method on file for receiving payouts

Affiliate Agreement

This Affiliate Agreement (“Agreement”) is entered into as of [EFFECTIVE_DATE] (“Effective Date”) by and between:

Company: Mindhyv LLC, doing business as Honeycomb [COMPANY_ADDRESS]

(hereinafter the “Company”)

Affiliate:

Name: [AFFILIATE_NAME]
Address: [AFFILIATE_ADDRESS]
Email: [AFFILIATE_EMAIL]

(hereinafter the “Affiliate”)

Each a “Party” and together the “Parties.”

Recitals

WHEREAS, the Company operates the Honeycomb platform, a global social commerce platform available at [PLATFORM_URL] (the “Platform”);

WHEREAS, the Company has established an affiliate program (the “Affiliate Program”) to promote the Platform and its services through third-party affiliates;

WHEREAS, the Affiliate desires to participate in the Affiliate Program and promote the Platform in exchange for commissions as set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Appointment

1.1. The Company hereby appoints the Affiliate as a non-exclusive affiliate to promote the Platform in accordance with the terms of this Agreement.

1.2. Nothing in this Agreement shall prevent the Company from appointing other affiliates, engaging in its own marketing activities, or promoting the Platform through any other channel.

2. Scope of Promotion

2.1. The Affiliate may promote the Platform through the following channels, provided such promotion complies with this Agreement:

(a) Personal websites and blogs owned or operated by the Affiliate;

(b) Social media accounts owned or operated by the Affiliate;

(d) Other channels approved in writing by the Company.

2.2. The Affiliate shall not:

(a) Engage in spam, unsolicited messaging, or any form of promotion that violates applicable anti-spam laws (including CAN-SPAM, CASL, and the ePrivacy Directive);

(b) Use paid search advertising that bids on the Company’s trademarks, brand names, or variations thereof, unless expressly authorized in writing;

(d) Make false, misleading, or unsubstantiated claims about the Platform or its services;

(e) Promote the Platform on websites or channels that contain illegal content, hate speech, adult content (beyond what the Platform itself permits), or content that could damage the Company’s reputation;

(f) Use cookie stuffing, ad injection, toolbar distribution, or any other deceptive technology to generate referrals.

3. Commission Terms

3.1. Commission Rate. The Company shall pay the Affiliate a commission of [COMMISSION_RATE] on qualifying transactions generated through the Affiliate’s unique referral link.

3.2. Qualifying Transactions. A transaction qualifies for commission when:

(a) A new user clicks the Affiliate’s unique referral link;

(b) The user completes registration and any qualifying action (as defined by the Company) within the cookie duration period;

3.3. Cookie Duration. The Affiliate’s referral shall be tracked for a period of [COOKIE_DURATION] from the date of the initial click. If the referred user completes a qualifying transaction within this period, the Affiliate shall receive credit for the referral.

3.4. Attribution. The Company uses last-click attribution. If a user clicks multiple affiliate links, the last affiliate whose link was clicked before the qualifying transaction shall receive the commission.

3.5. Commission Adjustments. Commissions are subject to adjustment for refunds, chargebacks, fraud, and duplicate accounts. The Company may deduct adjusted commissions from future payouts.

4. Payment Terms

4.1. Minimum Payout. Commissions shall be paid when the Affiliate’s accrued balance reaches a minimum of [MINIMUM_PAYOUT].

4.2. Payment Schedule. Payments shall be made on a [PAYMENT_SCHEDULE] basis (e.g., monthly, bi-monthly, quarterly), provided the minimum payout threshold has been met.

4.3. Payment Method. Payments shall be made via the payment method configured in the Affiliate’s Honeycomb account (e.g., Stripe Connect, bank transfer, or other method supported by the Platform).

4.4. Taxes. The Affiliate is solely responsible for all taxes, including income taxes, self-employment taxes, and any other taxes arising from commissions received under this Agreement. The Company may require the Affiliate to provide a completed W-9 (for U.S. persons) or W-8BEN (for non-U.S. persons) before issuing payments. The Company shall issue a Form 1099 where required by U.S. tax law.

4.5. Currency. All commissions are calculated and paid in [CURRENCY] (e.g., USD).

5. Representations and Warranties

5.1. The Affiliate represents and warrants that:

(a) The Affiliate is at least 18 years of age and has the legal capacity to enter into this Agreement;

(b) All information provided to the Company is accurate and complete;

(c) The Affiliate owns or has the right to use all websites, social media accounts, and other channels used to promote the Platform;

(d) The Affiliate’s promotional activities will comply with all applicable laws and regulations, including consumer protection laws, advertising standards, and data protection laws;

(e) The Affiliate will not engage in any activity that is fraudulent, deceptive, or harmful to the Company or its users.

6. FTC Compliance and Disclosure Requirements

6.1. The Affiliate shall comply with the Federal Trade Commission’s (FTC) Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 CFR Part 255) and any equivalent regulations in the Affiliate’s jurisdiction.

6.2. The Affiliate must clearly and conspicuously disclose the material connection between the Affiliate and the Company in all promotional content. The disclosure must be:

(a) Placed in close proximity to the affiliate link or endorsement;

(b) Written in clear, plain language;

6.3. Required Disclosure Language. The Affiliate shall include a disclosure substantially similar to one of the following:

“I am an affiliate of Honeycomb. If you click my link and make a purchase, I may earn a commission at no additional cost to you.”

“This post contains affiliate links. I earn a commission from qualifying purchases through my Honeycomb affiliate link.”

6.4. For social media posts with character limits, the following abbreviated disclosures are acceptable:

“#ad #affiliate”

“#HoneycombPartner”

6.5. Video and audio content must include a verbal disclosure at the beginning of the content, in addition to any written disclosure in the description or caption.

6.6. Failure to comply with FTC disclosure requirements may result in immediate termination of this Agreement.

7. Confidentiality

7.1. The Affiliate shall keep confidential all non-public information received from the Company in connection with this Agreement, including but not limited to commission rates, conversion data, proprietary marketing strategies, and unreleased product information (“Confidential Information”).

7.2. The Affiliate shall not disclose Confidential Information to any third party without the Company’s prior written consent.

7.3. This obligation of confidentiality shall survive the termination of this Agreement for a period of 2 years.

8. Intellectual Property

8.1. The Company grants the Affiliate a limited, non-exclusive, non-transferable, revocable license to use the Honeycomb name, logo, and approved marketing materials solely for the purpose of promoting the Platform under this Agreement.

8.2. The Affiliate shall:

(a) Use the Company’s trademarks and branding only as provided in official brand guidelines;

(b) Not alter, modify, or create derivative works of the Company’s trademarks or marketing materials without prior written approval;

(c) Not register or attempt to register any domain name, social media handle, or trademark that is confusingly similar to the Company’s marks.

8.3. All rights in the Company’s intellectual property remain with the Company. This Agreement does not transfer any ownership rights.

8.4. Upon termination of this Agreement, the Affiliate shall immediately cease all use of the Company’s trademarks and marketing materials.

9. Term and Renewal

9.1. Initial Term. This Agreement shall commence on the Effective Date and continue for a period of 1 year (the “Initial Term”).

9.2. Auto-Renewal. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive 1-year periods (each a “Renewal Term”), unless either Party provides written notice of non-renewal at least 30 days prior to the end of the then-current term.

10. Termination

10.1. Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party:

(a) Materially breaches any provision of this Agreement and fails to cure such breach within 15 days after receiving written notice;

(b) Engages in fraud, illegal activity, or conduct that materially damages the other Party’s reputation;

10.2. Termination Without Cause. Either Party may terminate this Agreement without cause by providing 30 days written notice to the other Party.

10.3. Effect on Commissions.

(a) Upon termination, the Affiliate shall be entitled to receive commissions on qualifying transactions that occurred before the effective date of termination, subject to the standard adjustment period of 60 days for refunds and chargebacks.

(b) The Company shall pay all earned and undisputed commissions within 45 days of the effective date of termination, provided the accrued amount meets the minimum payout threshold. If the accrued amount is below the minimum payout threshold, the Company shall pay the remaining balance regardless of the threshold.

11. Indemnification

11.1. The Affiliate shall indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

(a) The Affiliate’s breach of this Agreement;

(b) The Affiliate’s promotional activities, including any claims of false advertising, misleading content, or FTC non-compliance;

(d) Any third-party claim arising from the Affiliate’s use of the Company’s intellectual property outside the scope of this Agreement.

12. Limitation of Liability

12.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID TO THE AFFILIATE IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.2. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOSS OF DATA, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY.

13. Independent Contractor

13.1. The Affiliate is an independent contractor and not an employee, agent, partner, or joint venturer of the Company. Nothing in this Agreement shall create an employment relationship, partnership, or agency between the Parties.

13.2. The Affiliate shall have no authority to bind the Company, make commitments on the Company’s behalf, or represent itself as an employee or agent of the Company.

14. Governing Law

14.1. This Agreement shall be governed by and construed in accordance with the laws of the State of [GOVERNING_LAW_STATE], without regard to its conflict of law provisions.

14.2. Any dispute arising under this Agreement shall be resolved through binding arbitration in [ARBITRATION_LOCATION], in accordance with the rules of the American Arbitration Association. The prevailing party shall be entitled to recover reasonable attorneys’ fees.

15. General Provisions

15.1. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

15.2. Amendments. The Company may amend the terms of this Agreement by providing 30 days’ written notice to the Affiliate. Continued participation in the Affiliate Program after the effective date of the amendment constitutes acceptance. If the Affiliate does not agree to the amendment, the Affiliate may terminate this Agreement.

15.3. Notices. All notices under this Agreement shall be in writing and shall be deemed given when sent by email to the addresses specified below:

To the Company: [COMPANY_NOTICE_EMAIL]
To the Affiliate: [AFFILIATE_EMAIL]

15.4. Assignment. The Affiliate may not assign or transfer this Agreement without the Company’s prior written consent. The Company may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

15.5. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15.6. Waiver. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that Party’s right to enforce such provision in the future.

Signature

Company — Mindhyv LLC (d/b/a Honeycomb):

Signature: ___________________________

Name: [COMPANY_SIGNATORY_NAME]

Title: [COMPANY_SIGNATORY_TITLE]

Date: ___________________________

Affiliate:

Signature: ___________________________

Name: [AFFILIATE_NAME]

Date: ___________________________

Notes for Counsel

FTC Compliance. The FTC disclosure requirements in Section 6 are critical. The FTC has increased enforcement of affiliate disclosure requirements. Ensure the required disclosure language is consistent with current FTC guidance at the time of execution.
International Affiliates. For affiliates outside the United States, consider adding jurisdiction-specific provisions for applicable consumer protection laws, advertising regulations, and tax withholding requirements. The EU Omnibus Directive and UK Consumer Protection from Unfair Trading Regulations may impose additional disclosure obligations.
Tax Reporting. Confirm W-9/W-8BEN collection procedures and Form 1099 reporting thresholds with the finance team. For non-U.S. affiliates, review applicable tax treaty provisions and withholding requirements.
Commission Rate Changes. The unilateral amendment provision in Section 15.2 allows the Company to change commission rates with 30 days’ notice. Some jurisdictions may require bilateral consent for material changes. Review applicable law.
Cookie Duration and Privacy. Cookie-based tracking is subject to evolving privacy regulations (including the ePrivacy Directive and browser-level restrictions). Consider supplementing cookie tracking with server-side attribution methods.
Arbitration. The arbitration clause in Section 14.2 may not be enforceable in all jurisdictions, particularly for consumer-facing affiliates in the EU. Consider alternatives for international affiliates.