Seller & Creator Agreement

Instructions

When to use: This agreement governs the relationship between Honeycomb (operated by Mindhyv LLC) and any individual or entity that lists products for sale, offers services, or publishes paid courses or digital content through the Honeycomb marketplace. Execute this agreement before granting seller or creator access to the marketplace.

Who fills it out: The marketplace operations or partnerships team prepares the agreement. The seller or creator reviews and signs.

Prerequisites:

The seller/creator must be at least 18 years of age
The seller/creator must have a registered Honeycomb account
The seller/creator must complete Stripe Connect onboarding for payment processing

Seller & Creator Agreement

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

Platform Operator: Mindhyv LLC, doing business as Honeycomb [COMPANY_ADDRESS]

(hereinafter the “Platform”)

Seller/Creator:

Name: [SELLER_NAME]
Address: [SELLER_ADDRESS]
Email: [SELLER_EMAIL]

(hereinafter the “Seller”)

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

Recitals

WHEREAS, the Platform operates the Honeycomb social commerce platform (the “Marketplace”), which enables sellers and creators to list, sell, and distribute products, services, courses, and digital content to buyers;

WHEREAS, the Marketplace processes all transactions through Stripe Connect, a third-party payment processing service operated by Stripe, Inc.;

WHEREAS, the Seller desires to use the Marketplace to offer products, services, courses, or digital content to buyers, subject to the terms of this Agreement;

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 as Seller/Creator

1.1. The Platform hereby grants the Seller a non-exclusive, non-transferable right to list and sell products, services, courses, and/or digital content (collectively, “Seller Content”) through the Marketplace, subject to the terms of this Agreement.

1.2. The Seller acknowledges that the Platform is a venue and facilitator of transactions between sellers and buyers. The Platform is not a party to the transaction between the Seller and the buyer, except as expressly stated herein.

2. Stripe Connect Requirement

2.1. The Seller must complete onboarding with Stripe Connect before listing any Seller Content on the Marketplace. All payments from buyers will be processed through Stripe Connect.

2.2. The Seller agrees to comply with Stripe’s Connected Account Agreement and Stripe’s Terms of Service, as amended from time to time.

2.3. The Seller is responsible for providing accurate and complete information to Stripe for identity verification, tax reporting, and payout purposes.

2.4. The Platform is not responsible for any delays, holds, or restrictions imposed by Stripe on the Seller’s account or payouts. Disputes with Stripe are between the Seller and Stripe.

3. Content License

3.1. The Seller grants the Platform a non-exclusive, worldwide, royalty-free, sublicensable license to use, reproduce, display, distribute, and create derivative works of the Seller Content solely for the purposes of:

(a) Displaying and distributing the Seller Content through the Marketplace;

(b) Marketing and promoting the Seller Content and the Marketplace, including in search results, featured listings, social media, email campaigns, and advertising;

3.2. This license continues for the duration of this Agreement and terminates upon the removal of the Seller Content from the Marketplace, subject to Section 15.3 (effect of termination on existing orders).

3.3. The Seller retains all ownership rights in the Seller Content. Nothing in this Agreement transfers ownership of the Seller Content to the Platform.

4. Content Standards and Warranties

4.1. The Seller represents and warrants that all Seller Content:

(a) Is original work or the Seller has obtained all necessary rights, licenses, and permissions to sell and distribute the content through the Marketplace;

(b) Does not infringe any third-party intellectual property rights, including copyrights, trademarks, patents, trade secrets, or rights of publicity or privacy;

(c) Contains accurate descriptions of the products, services, or courses offered, including materials, dimensions, features, system requirements, and any limitations;

(d) Complies with all applicable laws and regulations, including consumer protection laws, product safety regulations, export controls, and advertising standards;

(e) Meets the quality standards set forth in the Marketplace guidelines, as updated by the Platform from time to time;

(f) Does not contain malware, viruses, or any harmful code (applicable to digital content and software).

4.2. The Seller shall promptly update product listings to reflect changes in availability, specifications, or pricing.

5. Prohibited Products and Content

5.1. The Seller shall not list any products, services, or content that are prohibited under the Platform’s Marketplace Terms and Acceptable Use Policy, as published on the Platform and updated from time to time.

5.2. Without limiting the foregoing, the Seller shall not list:

(a) Counterfeit, stolen, or illegally obtained goods;

(b) Products that violate applicable laws or regulations in the jurisdictions where they are offered;

5.3. The Platform reserves the right to remove any listing that violates this Section without prior notice to the Seller.

6. Pricing

6.1. The Seller shall set the prices for all Seller Content listed on the Marketplace. Prices must be displayed in a currency supported by the Platform and must include all applicable taxes or clearly indicate that taxes are additional.

6.2. The Platform may, with the Seller’s prior consent, include Seller Content in promotional campaigns, discounts, or sales events. The Seller shall not be obligated to participate in any promotion.

6.3. The Platform shall not unilaterally reduce the Seller’s listed prices without the Seller’s consent.

7. Fees and Commissions

7.1. Platform Fee. The Platform shall retain a commission of [PLATFORM_FEE_PERCENT]% of each transaction (the “Platform Fee”), calculated on the gross sale price (excluding applicable taxes collected on behalf of the buyer).

7.2. Stripe Processing Fee. In addition to the Platform Fee, Stripe’s standard processing fees will be deducted from each transaction. The current Stripe processing fee schedule is available at https://stripe.com/pricing.

7.3. Payout Schedule. Net proceeds (gross sale price minus Platform Fee and Stripe processing fees) shall be paid to the Seller on a [PAYOUT_SCHEDULE] basis (e.g., daily, weekly, bi-weekly, monthly) via Stripe Connect.

7.4. Fee Changes. The Platform may change the Platform Fee by providing at least 30 days written notice to the Seller. The revised fee shall apply to transactions occurring after the effective date of the change. If the Seller does not agree to the revised fee, the Seller may terminate this Agreement in accordance with Section 15.

8. Payment Processing and Holdback Provisions

8.1. All buyer payments are collected by Stripe on behalf of the Seller. The Platform facilitates the transaction but does not hold buyer funds directly.

8.2. Holdback. The Platform reserves the right to instruct Stripe to hold back a portion of the Seller’s payout in the following circumstances:

(a) A high volume of refund requests, chargebacks, or buyer complaints associated with the Seller’s account;

(b) Suspected fraudulent activity on the Seller’s account;

(d) As required by applicable law or regulation.

8.3. The Platform shall notify the Seller of any holdback and the reasons therefor within 5 business days. Held funds shall be released within 30 days of the resolution of the underlying issue, unless the funds are applied to satisfy chargebacks, refunds, or penalties.

9. Customer Service Obligations

9.1. The Seller is responsible for providing customer service to buyers of the Seller’s products, services, and courses, including:

(a) Responding to buyer inquiries within 2 business days;

(b) Providing accurate shipping information and tracking numbers for physical products;

(d) Providing access to digital content and courses promptly after purchase.

9.2. The Platform may, but is not obligated to, facilitate communication between buyers and the Seller through the Platform’s messaging system.

9.3. If the Seller fails to meet the customer service standards set forth in this Section, the Platform may take corrective action, including issuing warnings, suspending listings, or terminating this Agreement.

10. Returns, Refunds, and Disputes

10.1. Seller Refund Policy. The Seller must publish a clear return and refund policy for each listing. The policy must comply with applicable consumer protection laws in the jurisdictions where the Seller Content is offered.

10.2. Minimum Refund Standards. At a minimum, the Seller’s refund policy must:

(a) Provide a refund period of no less than [MINIMUM_REFUND_PERIOD] days for physical products;

(b) Comply with digital content refund requirements under applicable law (including the EU Consumer Rights Directive for EU buyers);

10.3. Platform Override. Notwithstanding the Seller’s refund policy, the Platform reserves the right to issue a refund to a buyer at the Platform’s expense or the Seller’s expense (as applicable) in the following circumstances:

(a) The Seller fails to respond to a refund request within 5 business days;

(b) The product or content is materially different from its listing description;

(d) The Platform determines, in its reasonable judgment, that a refund is warranted to resolve a dispute and protect the integrity of the Marketplace.

10.4. Chargeback Liability. The Seller is responsible for all chargebacks associated with the Seller’s transactions. The Platform may deduct chargeback amounts and associated fees from the Seller’s future payouts.

11. Data Handling

11.1. Limited Access to Buyer Data. The Seller shall receive only the buyer information necessary to fulfill orders, including buyer name, shipping address (for physical products), and email address. The Seller shall not receive payment card details or other sensitive financial information.

11.2. Privacy Obligations. The Seller shall:

(a) Use buyer personal data solely for the purpose of fulfilling the transaction and providing customer service;

(b) Not sell, rent, share, or otherwise disclose buyer personal data to any third party, except as required to fulfill the order (e.g., shipping carriers);

(c) Not use buyer personal data for marketing purposes unless the buyer has provided separate, explicit consent directly to the Seller;

(d) Comply with all applicable data protection laws, including the GDPR and CCPA, with respect to any buyer personal data received;

(e) Implement appropriate technical and organizational security measures to protect buyer personal data;

(f) Promptly notify the Platform of any data breach involving buyer personal data.

11.3. Upon termination of this Agreement, the Seller shall delete all buyer personal data in its possession within 30 days, except to the extent retention is required by applicable law.

12. Intellectual Property Indemnification

12.1. The Seller shall indemnify, defend, and hold harmless the Platform 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) Any claim that the Seller Content infringes or misappropriates any third-party intellectual property right;

(b) Any claim arising from the Seller’s products, services, or courses, including product liability claims, personal injury claims, and consumer protection claims;

(d) The Seller’s violation of any applicable law or regulation.

12.2. The Platform shall promptly notify the Seller of any claim subject to indemnification and shall provide reasonable cooperation in the defense of such claim.

13. Representations and Warranties

13.1. The Seller represents and warrants that:

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

(b) If the Seller is an entity, it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation, and the person signing this Agreement has the authority to bind the entity;

(d) The Seller Content complies with all applicable laws and regulations, including product safety, labeling, consumer protection, and export control laws;

(e) All information provided to the Platform and to Stripe is accurate and complete;

(f) The Seller will promptly notify the Platform of any material change in circumstances that could affect the Seller’s ability to perform under this Agreement.

14. Term

14.1. This Agreement shall commence on the Effective Date and continue indefinitely until terminated by either Party in accordance with Section 15.

15. Termination

15.1. Termination by the Seller. The Seller may terminate this Agreement at any time by providing 30 days written notice to the Platform and removing all active listings from the Marketplace.

15.2. Termination by the Platform. The Platform may terminate this Agreement:

(a) Immediately, upon written notice, if the Seller materially breaches this Agreement and fails to cure the breach within 15 days of receiving written notice (or immediately if the breach is not capable of cure);

(b) Immediately, upon written notice, if the Seller engages in fraud, illegal activity, or conduct that poses a risk to the Platform, its users, or its reputation;

15.3. Effect of Termination.

(a) Existing Orders. Upon termination, the Seller shall fulfill all orders that were accepted before the effective date of termination. The Platform shall continue to process payments for such orders and remit the Seller’s share in accordance with Section 7.

(b) Payout of Earned Funds. The Platform shall pay all earned and undisputed funds to the Seller within 45 days of the effective date of termination, subject to any holdback provisions under Section 8 and a 90-day chargeback and refund adjustment period.

(c) Content Removal. Upon termination, the Platform shall remove the Seller’s active listings from the Marketplace within a reasonable period. The content license granted in Section 3 shall terminate, except that the Platform may retain copies of Seller Content for a reasonable period to fulfill existing orders, comply with legal obligations, and resolve disputes.

(d) Survival. Sections 4 (Content Standards), 7 (Fees and Commissions, with respect to earned amounts), 10 (Returns, Refunds, and Disputes), 11 (Data Handling), 12 (IP Indemnification), 16 (Dispute Resolution), and 17 (Governing Law) shall survive termination.

16. Dispute Resolution

16.1. Informal Resolution. The Parties shall attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiations for a period of 30 days from the date of written notice of the dispute.

16.2. Mediation. If the dispute is not resolved through informal negotiation, the Parties agree to submit the dispute to non-binding mediation before a mutually agreed mediator, with costs shared equally.

16.3. Binding Arbitration. If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in [ARBITRATION_LOCATION], administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

16.4. Exceptions. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm.

17. Governing Law

17.1. 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.

18. General Provisions

18.1. Entire Agreement. This Agreement, together with the Platform’s Terms of Service, Marketplace Terms, and Acceptable Use Policy (each as published on the Platform and incorporated herein by reference), constitutes the entire agreement between the Parties with respect to the subject matter hereof.

18.2. Amendments. The Platform may amend this Agreement by providing at least 30 days written notice to the Seller. Continued use of the Marketplace after the effective date of the amendment constitutes acceptance. If the Seller does not agree to the amendment, the Seller may terminate this Agreement.

18.3. Notices. All notices under this Agreement shall be in writing and delivered by email to the addresses specified below:

To the Platform: [PLATFORM_NOTICE_EMAIL]
To the Seller: [SELLER_EMAIL]

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

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

18.6. 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.

18.7. Independent Contractor. The Seller is an independent contractor and not an employee, agent, or partner of the Platform.

Signature

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

Signature: ___________________________

Name: [PLATFORM_SIGNATORY_NAME]

Title: [PLATFORM_SIGNATORY_TITLE]

Date: ___________________________

Seller/Creator:

Signature: ___________________________

Name: [SELLER_NAME]

Title (if entity): [SELLER_TITLE]

Date: ___________________________

Notes for Counsel

Stripe Connect Classification. Under Stripe Connect, the Seller may be a “connected account” operating under either a Standard, Express, or Custom integration. The specific Stripe integration type affects the allocation of responsibility for chargebacks, refunds, and compliance obligations. Confirm the integration type and review Stripe’s terms accordingly.
Platform vs. Marketplace Operator Liability. The characterization of the Platform as a “venue” in Section 1.2 is intended to limit the Platform’s liability as a direct seller. Review this characterization against applicable marketplace facilitator laws, which may impose sales tax collection obligations and other responsibilities on the Platform.
EU Digital Content Directive. For sellers offering digital content or digital services to EU consumers, the EU Digital Content Directive (Directive 2019/770) imposes mandatory conformity requirements and consumer rights that cannot be waived by contract. Review the Seller’s refund policy for EU compliance.
Consumer Protection. Various jurisdictions impose mandatory consumer protection rights (including cooling-off periods, refund rights, and warranty obligations) that override contractual terms. The minimum refund period placeholder in Section 10.2 should be set to comply with the most restrictive applicable jurisdiction, or the agreement should include jurisdiction-specific addenda.
Sales Tax / VAT. Marketplace facilitator laws in many U.S. states and VAT rules in the EU and UK may require the Platform to collect and remit sales tax or VAT on behalf of sellers. Clarify tax collection responsibilities and consider adding a section addressing tax obligations.
Content Moderation Obligations. Under the EU Digital Services Act (DSA), the Platform may qualify as an “online platform” with specific obligations regarding content moderation, notice and action mechanisms, and transparency reporting. Ensure the Platform’s content moderation processes are aligned with DSA requirements.
Course Content and Refunds. For course creators, consider whether partially consumed courses should be subject to pro-rated refunds. The EU Consumer Rights Directive allows consumers to waive their right of withdrawal for digital content if performance begins with the consumer’s prior express consent.
Platform Fee Structure. The Platform Fee percentage is a key commercial term. Confirm that the fee structure is competitive and clearly communicated. Consider whether tiered pricing based on volume or seller category is appropriate.