HoneyLedger Terms of Service

I. THESE TERMS AND CONDITIONS

HoneyLedger is an online portal that enables you to voluntarily pay content creators, publishers, broadcasters and others. These terms and conditions (the "Terms") govern your access to and use of the HoneyLedger website (the "Website") and its voluntary payment and dashboard functions (the "Service"). Before using the Website or Service, please carefully review these Terms, in particular:

  • UPDATES AND NOTIFICATIONS
  • DISCLAIMER OF WARRANTIES/LIMITATION OF LIABILITY
  • DISPUTE RESOLUTION/ARBITRATION

The Website and Service are offered subject to your acceptance of these Terms and our Privacy Policy. By using the Website or Service, you represent that you are 18 years of age or older, and that you understand and agree to be bound by these Terms and the Privacy Policy. If you have not yet turned 18 years of age, or do not agree to these Terms or to the Privacy Policy, you may not and should not use the Website or Service.

II. UPDATES AND NOTIFICATIONS

We sometimes update these Terms and our Privacy Policy. We will notify you of any updates by posting a notice on the Website or your dashboard, or by email sent to your most recently provided email address. By continuing to use the Website or Service after receiving notice of an update, you agree to be bound by the updated Terms and Privacy Policy.

III. YOUR ACCOUNT

In order to use the Service, you must register for a HoneyLedger account (your "Account"). As part of the registration process, we may ask for or receive a then-current email address, as well as a username and password. In addition to or in lieu of that information, Users who register through a content platform may be required to link their Account to their account with that platform. Those receiving payments through the Service ("Content Creators") may also be asked to provide a full personal or business name, address, tax identification number, and other information. You represent that the information you provide during the registration process is accurate, and agree that we may verify that information as we believe necessary.

Your Account is personal to you. You may not transfer or assign it without our prior written consent. You acknowledge that you are responsible for safeguarding your password and other Account information, and that we will have no liability for others’ use of your Account. You represent that you will notify us immediately of any unauthorized use of your Account. You understand that we may assign your Account to a third party, including in the case that the Website and/or Service are acquired.

You agree that we may communicate about your Account electronically, including by email sent to your most recently provided email address. You agree to receive and accept legal notices and other communications sent to that email address, or to any other address then on file with us. You may contact us at [email protected].

We may, in our sole discretion and for any reason or no reason at all, refuse to register or terminate your Account, with or without notice. You acknowledge and agree that your Account has and will have no intrinsic value, and that we will have no liability resulting from our refusal to register or our termination of your Account. For more details regarding termination, please see Section XIV ("TERMINATION").

IV. LICENSES

We grant you a limited, nonexclusive, nontransferable license to: i) access and use the Website and Service; and ii) reproduce, display, transmit, publicly perform and prepare derivative works of the Website’s content, in each case as necessary to your access to and use of the Website and Service. Otherwise, these Terms do not transfer any right, title or interest in or to any intellectual property, including without limitation the HoneyLedger service mark.

You agree to grant, and hereby grant, us a perpetual, non-exclusive, royalty-free, transferable, sublicensable, worldwide license to reproduce, create derivative works of, publicly display and perform, transmit, export and distribute User Generated Content in connection with the Website and Service, and with the marketing and promotion of the Website and Service.

V. FEES

There is no fee to set up your Account. As a charge for using the Service, we charge a per-transaction fee as disclosed on our fees page. From time to time, we may adjust our fee structure. Your current fee structure and rate will always be available to view on your account dashboard.

Because we are not a credit card payment processor, we have partnered with other companies who perform that function. In addition to our service charges, those companies may separate fees as set forth in their separate terms and conditions. As part of the signup process, Tippers will be required to separately agree to those payment processor terms and conditions.

VI. TAXES

Content Creators are solely responsible for determining whether, and to what extent, the voluntary payments they receive are subject to income or other taxes. Content Creators also are solely responsible for collecting, withholding, reporting, and remitting all taxes due on their voluntary payments. Each Content Creators transaction history is available through their Account dashboard. We or one of the credit card processing companies with which we work will separately report payments to Content Creators and will issue income tax reporting documents to the extent required by law.

VII. USER GENERATED CONTENT/DMCA POLICY

Our mission is to help creators, publishers and broadcasters realize value from their content. We therefore take copyrights and other intellectual property rights very seriously. We permit Users to upload, publish and display certain content through the Website and Service (collectively, "User Generated Content"). We expect that in doing so, our Users will respect the copyrights of other content creators.

If you suspect User Generated Content to infringe one or more of your copyrights, we encourage you to immediately send us a Digital Millennium Copyright Act ("DMCA") takedown notice consisting of:

  • identification of the work or works whose copyright or copyrights are suspected of being infringed;
  • identification of the material suspected to infringe those copyrights, and that the complaining party would like to have removed from the Website;
  • contact information sufficient to contact the complaining party for purposes of discussing the takedown notice;
  • a statement that the complaining party has a good faith belief that the suspected infringement is not authorized by the copyright holder;
  • a statement that information in the takedown notice is accurate and that the complaining party is, or is authorized to act on behalf of, the copyright holder; and
  • a physical or electronic signature of the actual copyright holder or a person duly authorized to act on their behalf.

Please send your DMCA takedown notice to us at [email protected]. We will expeditiously remove or disable content that is the subject of a takedown notice. Our policy is to terminate the Accounts of, and to deny Website access to, Users who are repeat copyright infringers.

Additionally, If you believe that content on the Website other than User Generated Content infringes your copyright or other intellectual property rights, we encourage you to immediately contact us at [email protected].

VIII. DISPUTES AMONG USERS

Those initiating voluntary payments ("Fans," collectively with Content Creators, "Users") are solely responsible for investigating Content Creators as they deem necessary. All transactions are voluntary, and are made at the discretion and risk of the Fan. We reserve the right to, in our discretion and for any reason or no reason at all, refuse to process or cancel any voluntary payment initiated through the Service. You acknowledge and agree, however, that we will have no obligation to cancel any particular transaction, and that under no circumstance will we bear any liability for any transaction initiated by you, notwithstanding that we may have canceled or attempted to cancel it.

While we encourage Users to work together to resolve disputes with other Users, we will not arbitrate or otherwise become involved in Users’ disputes. If you believe another User has behaved in a fraudulent, misleading or inappropriate manner, we encourage you to report them to us at [email protected].

IX. YOUR REPRESENTATIONS AND WARRANTIES

In addition to your other representations contained in these Terms, you represent and warrant that you are at least 18 years of age, that you have the legal capacity to agree to and to be bound by these Terms and the Privacy Policy, and that you have not provided us with any false, inaccurate or misleading information, whether in connection with the Account registration process or otherwise.

You further represent and warrant that your use of the Website and Service will not:

  1. Violate these Terms or any law or regulation, including prohibitions against money laundering, criminal and terrorist financing, and certain international financial transfers;
  2. Infringe on or violate the intellectual property, privacy or publicity rights of any third party, including any of your current or former employers;
  3. Mislead others into believing that you are another person;
  4. Consist of or promote hate, discrimination, violence, pornography, defamation, abuse, harassment, stalking or the like;
  5. Promote any sweepstakes, contest, lottery, online gaming, Ponzi or other investment scheme, or financial fraud;
  6. Facilitate the transmission of harmful or malicious computer code, the automated harvesting of Website content, or the publication of spam or unwanted advertising;
  7. Result in the unauthorized use of our systems, networks or servers, or disrupt the Website or the Service, or impose any unreasonable load on our infrastructure; or
  8. Constitute the resale of the Service.

X. THIRD PARTY SITES

The Website may contain links to third-party websites. We do not control those third-party websites, and are not therefore responsible for their content. Any links to third-party websites do not necessarily suggest our endorsement or approval of those websites or their content. In the event you choose to visit a third-party website, you do so at your own risk, and subject to any terms, conditions or privacy policies governing that website. You are responsible for taking precautions as necessary to protect yourself and your computer systems from harmful, malicious or objectionable code or content available on third-party websites.

XI. OUR DISCLAIMER OF WARRANTIES/LIMITATION OF LIABILITY

Disclaimer of Warranties.

THE WEBSITE AND SERVICE ARE PROVIDED "AS IS". ON BEHALF OF OURSELVES AND OUR AFFILIATES, VENDORS AND LICENSORS ("DISCLAIMING PARTIES"), WE HEREBY SPECIFICALLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. DISCLAIMING PARTIES MAKE NO WARRANTY THAT THE WEBSITE OR SERVICE ARE ACCURATE, COMPLETE OR UP-TO-DATE, OR THAT THE WEBSITE OR SERVICE WILL FUNCTION IN A TIMELY MATTER OR OTHERWISE BE ERROR FREE, OR THAT ACCESS TO THE WEBSITE OR SERVICE WILL BE CONTINUOUS OR UNINTERRUPTED. YOU UNDERSTAND THAT YOUR USE OF THE WEBSITE AND SERVICE IS AT YOUR OWN DISCRETION AND RISK.

Limitation of Liability.

IN NO EVENT WILL DISCLAIMING PARTIES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES BE LIABLE, WHETHER UNDER A CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE STANDARD OR THEORY, FOR: i) SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATING TO YOUR OR OTHERS’ USE OF THE WEBSITE OR SERVICE; ii) DAMAGES CAUSED BY OR ARISING FROM AN INTERRUPTION OF THE WEBSITE OR SERVICE; iii) DAMAGES RELATING TO THE LOSS OR THEFT OF YOUR OR OTHERS’ INFORMATION OR DATA; OR iv) THE COST OF PROCURING A SUBSTITUTE FOR THE WEBSITE OR SERVICE. DISCLAIMING PARTIES SHALL HAVE NO LIABILITY FOR ANY FAILURE OR DELAY, WHETHER IN THE PROCESSING OF PAYMENTS OR OTHERWISE, RESULTING FROM MATTERS BEYOND DISCLAIMING PARTIES’ CONTROL. THE TOTAL LIABILITY OF DISCLAIMING PARTIES SHALL BE LIMITED TO THE AMOUNT ACTUALLY RECEIVED BY DISCLAIMING PARTIES AS A RESULT OF YOUR USE OF THE WEBSITE AND SERVICE DURING THE 12 MONTHS PRECEDING THE EVENTS GIVING RISE TO YOUR CLAIM. Some states do not allow the exclusion or limitation of incidental or consequential damages. The foregoing limitations shall not apply to the extent prohibited by law.

XII. INDEMNIFICATION

You are responsible for any damages resulting from your unlawful or intentionally malicious use of the Website or the Service, or for your breach of these Terms or of your representations and warranties contained herein (collectively, "Violations"). You agree to defend, indemnify and hold harmless us and our affiliates, vendors and licensors, and each of our and their respective officers, directors, agents, joint venturers, employees, contractors and representatives from any claims, causes of action, demands, fees, fines, penalties or other costs of expenses (including court and legal costs and attorneys’ fees) arising out of or relating to your Violations. In the event you are required under this Indemnification provision to defend us, we will have the right to choose our own legal counsel.

XIII. DISPUTE RESOLUTION/ARBITRATION

You acknowledge that our principal place of business and our headquarters, as well as the Website and the Service, are located in California. Accordingly, you agree that your use of the Website and Service, and these Terms and the Privacy Policy, shall be governed by California law. You further agree that the proper venue for any dispute arising out of or relating to the Website or Service, or to these Terms or the Privacy Policy, shall be the state and federal courts located in San Francisco County, California.

Notwithstanding the prior paragraph’s venue provision, YOU AND WE HEREBY AGREE THAT ANY DISPUTE RELATING TO THE WEBSITE, THE SERVICE, THESE TERMS OR THE PRIVACY POLICY SHALL BE SUBMITTED TO BINDING ARBITRATION UPON THE SERVICE BY EITHER OF US OF A WRITTEN REQUEST. The arbitration will be conducted in San Francisco County, California by a single JAMS, Inc. arbitrator selected jointly by you and by us. At your option, you may participate in all hearings and other arbitral proceedings by telephone, and may at all times be represented by counsel of your choosing. The arbitration will be conducted in English, and will follow JAMS’ Streamlined Arbitration Rules & Procedures. You and we will have discovery as allowed by California Code of Civil Procedure Section 1283.05. The arbitrator’s decisions may be enforced by any court of competition jurisdiction. This paragraph’s requirement of arbitration shall be without prejudice to your and our ability to seek injunctive relief in court as reasonably necessary to protect intellectual property or other rights.

YOU REPRESENT, WARRANT AND AGREE THAT YOU HAVE READ AND UNDERSTOOD THIS SECTION REGARDING DISPUTE RESOLUTION AND ARBITRATION, AND THAT YOU UNDERSTAND THAT BOTH YOU AND WE ARE VOLUNTARILY GIVING UP THE RIGHT TO A JURY TRIAL AND TO AN APPEAL.

The prevailing party in any action or proceeding arising out of or relating to the Website, the Service, these Terms or the Privacy Policy shall be entitled to recover its reasonable costs and attorneys’ fees. Consistent with that entitlement, the arbitrator in any arbitration conducted pursuant to this Section XIII shall award the prevailing party its attorneys’ fees and costs.

XIV. TERMINATION

You may terminate your Account at any time by sending a termination request to [email protected]. We may terminate your Account or deny you access to some or all of the Website or Service at any time, with or without cause or notice. The following provisions shall survive any termination of your Account or of your use of the Website or Service: Section III (YOUR ACCOUNT), Section VI (TAXES), Section VIII (DISPUTES AMONG USERS), Section IX (YOUR REPRESENTATIONS AND WARRANTIES), Section XI (OUR DISCLAIMER OF WARRANTIES/LIMITATION OF LIABILITY), Section XII (INDEMNIFICATION), Section XIII (DISPUTE RESOLUTION/ARBITRATION), and Section XV (MISCELLANEOUS).

XV. MISCELLANEOUS

These Terms and the Privacy Policy constitute the entire agreement and understanding between you and us regarding the Website and the Service. These Terms and the Privacy Policy may be amended only by a written amendment executed by you and us, or by the posting of updated versions as provided for in Section II (UPDATES AND NOTIFICATIONS). If any part of these Terms are held to be invalid or unenforceable, that part will be construed to reflect your and our original intent, and the remaining portions will remain in full force and effect. Our failure to assert any, some or all of our rights under these Terms shall not constitute a waiver of such rights. These Terms will be binding upon, and will inure to the benefit of, you and us, and to our successors and permitted assigns.

XVI. UPDATE LOG

March 2, 2015 Original Terms published and effective.

December 1, 2015 Update to Terms to reflect fee structure and scope of relationship between Users and HoneyLedger.