Honeycomb Terms and Conditions

These Terms of Service are a legally binding agreement ("Agreement") by and between Honeycomb Commerce, LLC ("Honeycomb" or "Company"), a Delaware LLC with a place of business at 10 Gifford Street, Tuckahoe NY 10707, and you (the party with a Honeycomb account, "Participant") (each herein referred to individually as a "Party," or collectively as the "Parties") as of the date you digitally accept these Terms of Service (the "Effective Date").

By registering as a Participant on the Honeycomb Marketplace you indicate your acceptance of these Terms. Honeycomb reserves the right to update and change these Terms of Service without notice. Your use after any updates or amendments of these Terms of Service shall signify your assent to and acceptance of such revised terms. Any features that may be added or revised from time to time on the Honeycomb Marketplace will be subject to these Terms of Service. Our Services are offered subject to your acceptance, without modification, of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, Honeycomb’s Privacy Policy).

Participant wishes to use the Honeycomb Marketplace and hereby agrees to the following:

1. Definitions

"Commission" means the amount paid to Honeycomb for each Partnership Order placed through the service. This amount is based on a percentage of the Gross Revenue from an End Customer Order.

"End Customer" means the end customer of a Retailer who purchases products through the Retailer’s digital or physical storefront.

"End Customer Order" means an order placed by an End Customer through a Retailer’s digital or physical storefront for a Supplier product.

"Gross Revenue" means the amount paid by the End Customer on an End Customer Order before shipping fees and sales tax.

"Honeycomb Marketplace" or "Marketplace" means Honeycomb’s online marketplace which is accessed through Honeycomb’s Shopify app and website. This online marketplace is a component of Honyecomb’s marketplace technology platform.

"Partnership" means a Retailer and Supplier have agreed to partner on the Marketplace for the purposes of having the Retailer sell Supplier products.

"Partnership Order" means a transaction placed through the Honeycomb Marketplace for Supplier products by a Retailer on behalf of its End Customer. Every Partnership Order is related to an End Customer Order.

"Participant Profile" means the business profile created by a Participant on the Honeycomb Marketplace.

"Retail Price" means the price of a Supplier product.

"Retailer" means a Participant in the Honeycomb Marketplace that enters into a Partnership to sell Supplier products.

"Revenue Share Percentage" means the percentage of Gross Revenue from an End Customer Order to be paid to a Supplier for a Partnership Order.

"Sales Tax Calculation Tool" or "Tool" means the tool provided by the Service to assist Suppliers in their sales tax remittance needs for sales generated from Partnership Orders.

"Service" means the marketplace technology platform provided by Honeycomb.

"Supplier" means a Participant in the Honeycomb Marketplace that enters into a Partnership to supply products to a Retailer.
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2. Description of Marketplace and Services

Honeycomb operates a marketplace technology platform that enables Participants to offer goods and retailing services to each other. Honeycomb owns and operates the website located at www.honeycombcommerce.com ("Website"), the Honeycomb Marketplace (as defined below) and the Honeycomb application available through Shopify (the "Honeycomb App").

The Honeycomb Marketplace is an online marketplace that enables a Retailer and Supplier to form a Partnership. Each Participant can decide to be a Retailer or Supplier on a per partnership basis. A Partnership is formed when both Participants agree to partner. Each Partnership represents a direct contract between the Retailer and Supplier. Any additional terms required by a Participant in a Partnership are to be communicated directly to the other Participant in the Partnership. Honeycomb does not act as a Participant in any contractual relationship between a Supplier and Retailer and will have no responsibility or liability in these contractual relationships. Participants agree each Partnership is at the will of each Participant and may be terminated at any time with no prior notice by either Participant.

Once a Partnership is formed, the Retailer is able to sell the products the Supplier has made available on the Marketplace through the Retailer’s digital or physical storefront. When Supplier products are sold through a Retailer, the Service enables the Supplier to send these products directly to the End Customer. As the operator of the Service, Honeycomb does not sell, resell, supply, or deliver any products and does not represent any Participant as an agent in any Partnership formed through the Service.

To assist a Supplier in their sales tax remittance efforts from Partnership Order activity, the service provides a Sales Tax Calculation Tool. This Tool is only applied to a Partnership Order where the End Customer Order has a US-based shipping address. This Tool uses the sales tax settings in Supplier’s Shopify admin to determine the US States where the Supplier charges sales tax. If an End Customer Order is being shipped to a US State where the Supplier charges sales tax, the Tool will add an additional amount to the Partnership Order for the purposes of the Supplier’s sales tax remittance efforts.

A Participant has the option of uploading resale certificates to the Service. By uploading a resale certificate to the Service, a Participant acting as a Retailer guarantees the validity of the information provided in the certificate. By entering a Partnership with a Retailer, the Supplier agrees to automatically accept the resale certificates a Retailer has made available to the Service. The Tool will consider the resale certificates a Retailer has uploaded to the Service when determining whether an additional amount will be added to a Partnership Order for the Supplier’s sales tax remittance efforts. In cases where the Tool determines a Retailer’s resale certificate can be applied towards a Partnership Order and where it would otherwise add an additional amount to the Partnership Order for a Supplier’s sale tax remittance purposes, the Service will not add this additional amount. The applicability of a Retailer’s resale certificate towards a Partnership Order is determined by the Tool’s interpretation of the sales tax laws on record for each individual US State and is subject to change at any time.

Honeycomb makes no guarantee, representation or warranty toward the sufficiency and accuracy of the additional amounts the Tool adds to a Partnership Order for the Supplier’s sales tax remittance efforts. Each Participant is to use the Tool as a guide only. It is the sole responsibility of each Participant to ensure you are satisfying your obligations to collect and remit the appropriate sales tax amounts for all transactions either directly or indirectly related to activity on the Honeycomb Marketplace. Each Participant agrees that Honeycomb is under no obligation to determine when sales tax should be applied towards any of these transactions, and we are not responsible to collect, report, or remit any sales tax arising from any of these transactions.

A Participant’s admittance to the marketplace is granted by Honeycomb at its sole discretion.

3. Service Terms

Company shall (a) make the Service available to all approved Participants on a nonexclusive and nontransferable basis subject to the terms and conditions of this Agreement; (b) make all reasonable attempts to ensure Service is available on a consistent basis; and (c) provide basic customer service to all approved Participants. Honeycomb reserves the right to alter, suspend, or discontinue Participant’s use of Service at any time.

Participant acknowledges and agrees that (a) Service may be inaccessible at times due to planned downtime or unplanned instances; (b) Honeycomb has no control over the actions of any Participant on the Marketplace and will not be held liable by any breach of obligation by a Participant in its use of the Service; (c) Honeycomb will not be held responsible for any issue arising from the processing, handling and shipping of a Partnership Order and its related End Customer Order by a Participant.

A Participant acting as a Retailer on the Marketplace agrees to (a) sell a Supplier’s product at the same Retail Price as found on the Marketplace unless otherwise agreed upon with Supplier; (b) use the Supplier’s return policy for any End Customer order if the Supplier’s return policy, as listed on its digital storefront, is more lenient than the Retailer’s listed return policy.

A Participant acting as a Supplier on the Marketplace agrees to (a) process an End Customer Order within two business days unless otherwise agreed upon with Retailer; (b) receive and process returns for an End Customer Order (Supplier shall use the Retailer’s return policy when determining whether to process a return for an End Customer order if the Retailer’s return policy, as listed on its digital storefront, is more lenient than the Supplier’s listed return policy); (c) ensure the inventory levels for the products it has added to the Marketplace are accurate and up-to-date at all times; (d) ensure all content associated with any product it has added to the Marketplace does not infringe on any third party trademark and complies with U.S. copyright law.

4. Restrictions

Participant shall not attempt to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party; (b) "frame" or "mirror" any content forming part of the Service; (c) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (d) gain unauthorized access to the Service or its related systems or networks; (e) modify, translate, copy or create derivative works based on the Service; (f) reverse assemble, reverse compile, reverse engineer, decompile or otherwise attempt to discover the object code, source code, non-public APIs or underlying ideas or algorithms of the Service; (g) introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful to the Service; (h) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer or database connected to the Service; (i) infringe upon any applicable laws when using the Service; including privacy laws applicable to the use of the service and its handling of End Customer data and (j) build a competitive service.

5. Fees and Payment

Retailer agrees to pay for every Partnership Order placed by the Service. A Partnership Order is automatically placed when the Service detects a new End Customer Order. The fee for a Partnership Order is determined by (a) the agreed upon Revenue Share Percentage in a Partnership; (b) the Commission to be paid to Honeycomb (7% of Gross Revenue) and (c) any additional amounts added for the Supplier’s sales tax remittance efforts. Retailer payments for these fees are automatically generated and processed by the Service. The Service shall pay the Supplier the amount it is owed from each Partnership Order, calculated as the Revenue Share Percentage multiplied by the Gross Revenue plus any additional amounts added for the Supplier’s sales tax remittance efforts. In the event a Supplier processes a return for an End Customer Order, the Service will (a) credit back the Retailer for the payment of the fees for the related Partnership Order minus the Honeycomb Commission and (b) automatically trigger a refund to the End Customer through the Retailer’s Shopify admin.

In return for use of the Service, each approved Participant shall pay Honeycomb the monthly subscription fee specified during the signup process. Subscription Fees are paid in advance and will be billed in 30 day intervals. This monthly fee may change from time to time at Honeycomb’s sole discretion. The Company will communicate any change in the monthly fee with 30 days prior written notice.

6. Proprietary Rights

The Service is owned by Honeycomb and is protected by copyright and other intellectual property laws. The Honeycomb name and any logos and product names associated with the Service are trademarks of Honeycomb, and no right or license is granted to use them. All rights not expressly granted herein are reserved by Honeycomb.

Honeycomb shall have a royalty-free, worldwide, transferable, irrevocable, perpetual, unrestricted license to use and/or incorporate into its Services any suggestions, enhancement requests or recommendations provided by a Participant relating to the operation of the Service.

Participant shall own and retain ownership of Participant data and content provided, stored and processed through the Service. Participant hereby grants Honeycomb a worldwide, royalty-free, and non-exclusive license to access Participant data and content in order to provide the Service, including storing, hosting and management of such data and content. Participant grants Honeycomb the right to transmit and distribute Participant data and content over various public and private networks for the sole purpose of providing the Service. Participant is solely responsible for obtaining any consents, authorizations, and/or licenses from its customers or other third parties in order to grant this license to Honeycomb and will disclose the use of the Service to its End Customer in accordance with all applicable laws, rules, and government regulations.

7. Confidentiality

Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as "Confidential Information" of the Disclosing Party). Confidential Information of Company includes non-public information regarding features, functionality and performance of the Service. Confidential Information of Participant includes non-public data provided by Participant to Company to enable the provision of the Services. The Receiving Party agrees: (a) to take reasonable precautions to protect such Confidential Information, and (b) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Confidential Information of the Disclosing Party or (e) is required to be disclosed by law. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
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8. Warranties and Disclaimers

The Service is provided by Honeycomb on an "as is" and "as available" basis. Participant’s use of the Service is at your sole risk. The Company does not warrant that (a) the Service will meet Participant’s specific requirements; (b) the Service will be uninterrupted, timely, secure, or error-free; (c) the results that may be obtained from the use of the Service will be accurate or reliable; (d) the quality of any products, services, information, or other material obtained by Participant through the Service will meet your expectations and (e) any errors in the Service will be found or corrected.

You understand that the technical processing and transmission of the Service, including your content and data, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

9. Limitation of Liability

You expressly understand and agree that the Company shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if the Company has been advised of the possibility of such damages), resulting from: (a) the use or the inability to use the Service; (b) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service; (c) unauthorized access to or alteration of your transmissions or data; (d) statements or conduct of any third party on the Service or (e) any other matter relating to the Service.

10. Indemnification

You agree to indemnify and hold harmless Honeycomb, its contractors, and its licensors, and their respective directors, officers, employees, and agents from and against any and all losses, liabilities, demands, damages, costs, claims, and expenses, including attorneys’ fees, arising out of or related to your use of our Services, including but not limited to your violation of the Agreement, content that you post, and any ecommerce activities conducted through your or another Participant’s digital or physical storefront.

11. Cancelation and Termination

Participant may cancel subscription to the Service at any time by contacting Honeycomb support. Upon cancelation of your subscription by either Party, Honeycomb will (a) cease providing Participant with the Service; (b) terminate any active Partnership in which you are a Participant on the Marketplace and (c) remove your Participant Profile from the Marketplace. Participant will not be entitled to any refunds of any fees or payments paid by Participant through the service.
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12. Jurisdiction and Applicable Law

Except to the extent any applicable law provides otherwise, the Agreement and any access to or use of our Services will be governed by the laws of the State of New York, U.S.A., excluding its conflict of law provisions. The jurisdiction and venue for any disputes arising out of or relating to the Agreement and any access to or use of our Services will be the State and federal courts located in New York. Each party also hereby waives any right to jury trial in connection with any action or litigation arising out of this Agreement.

13. General

Each Party agrees that it is an independent contractor, and that no joint venture, partnership, or employment relationship exists between the Parties as a result of this Agreement. You understand that the Company uses third party vendors, hosting partners, contractors and consultants to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.

The failure of the Company to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and the Company and govern your use of the Service, superseding any prior agreements between you and the Company (including, but not limited to, any prior versions of the Terms of Service).

Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes.

Questions about the Terms of Service should be sent to support@honeycombcommerce.com.
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Last Updated: February 14th, 2023
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