Honey Bean Coffee, LLC Terms of Use for Non-Profit/Charity Affiliate Program

Defiitions:

1.  The terms “we”, “our” and “Honey Bean” refer to Honey Bean Coffee, LLC, a Kentucky Limited Liability Company located in Lexington, Kentucky

2.  The terms “you” and “your” refer to the undersigned Non-Profit/ Charity Affiliate program and its representatives and/or authorized agents.

To begin the enrollment process, you will need to review the terms of the agreement and indicate your acceptance of these terms by clicking "I Agree" at the bottom of the page. Once you have agreed to the terms, you will be linked to our Affiliate Application. After you submit a complete Affiliate Application via our website, we will evaluate your application and notify you of your acceptance or rejection in a timely manner. We have no obligation to accept you as a Honey Bean Affiliate. The terms of this Agreement will become binding upon our acceptance of your Affiliate Application and will end immediately when terminated by either party. Either party may terminate this agreement at any time, with or without cause, by giving the other party written notice of termination. If this Agreement is terminated or we notify you of a breach by you, you shall be required to remove all Honey Bean graphic and/or textual links (each of these links referred to herein as "Links" or, individually, as a "Link") within twenty-four (24) hours of receipt of notice which can be either verbal or written. The first online sale of any Honey Bean product or accessory under this Affiliate Program is eligible for commission.  However, your commission check will only be issued after your donation amount has reached twenty-five ($25.00 dollars).   Commissions earned through the date of termination will remain payable only if orders are not cancelled or returned. We may withhold your final payment for a reasonable time to ensure that the correct commission is paid. We may offset the amount of any commissions previously paid on Products or accessories which are subsequently returned against any commissions due you.

1.       Affiliate sales of Honey Bean Coffee products and accessories will qualify for a commission when each of the following conditions is met:

1.       All orders must contain your ID Code or Affiliate Link as Honey Bean products and accessories are billed and shipped directly to the customer; and

2.       Honey Bean products are purchased by the customers by the following method:

1.       Your customer may click on the Honey Bean link on your website and place the order in the Honey Bean online store;

Your customer must use your ID Code or Affiliate Link when placing the order for you to get your commission. Commission rates are as follows: 15% of net sales excluding shipping. The term "net sales" means the aggregate amount actually paid to Honey Bean for purchases, excluding amounts attributable to sales taxes, duties, and shipping and handling changes. Commissions will be paid monthly on those  total sales that reach twenty-five dollars ($25) or more.  If your commission does not reach the minimum amount, your commission will roll over and be added to the next month’s payment amount.  In the event that a commission has been paid to you and we have to refund payment to a customer in respect to the products or accessories to which the commission relates, we will set off such sum against future commissions due you, or we may demand repayment from you. The commissions to be paid under this Agreement may not be assigned by you to any third party.

2.       Customers purchasing Honey Bean Coffee products and accessories through the Affiliate Program will be deemed customers of Honey Bean. The purchased products and/or accessories are billed and shipped directly to the customer by Honey Bean. All Honey Bean rules, policies, terms and conditions and operating procedures concerning customer orders, customer service, and Honey Bean product sales will apply to those customers. We may change our policies and operating procedures, including pricing, at any time. We will solely determine the prices to be charged for Honey Bean products sold under the Affiliate Program in accordance with our own pricing policies. You may not include price information on your website other than pricing information that is made available on the Links we provide to you. Prices and availability of Honey Bean products may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we do not guarantee or warrant the availability or price of any particular product.

3.       Honey Bean reserves the right not to sell to any customer.

General Terms & Conditions

Publicity/Use of our name
You cannot create, publish, distribute, or print any material that makes reference to Honey Bean or uses our name or any of our trademarks, or trade names for any marketing or promotional materials, whether print, broadcast or electronic, without first submitting such material to Honey Bean and receiving our written consent. Honey Bean Affiliates are also prohibited from displaying in fairs, trade shows, and exhibitions or any public forum where Honey Bean is present or displaying.  Honey Bean Affiliates may not interfere with the sales process of Honey Bean show personnel. Honey Bean Affiliates may NOT place the name Honey Bean Coffee, LLC, Honey Bean product names, Honey bean Free Shipping, and Honey Bean trademark or trade name, or any derivative hereof in internet page titles, domain names, or meta-tags.   UNDER NO CIRCUMSTANCES WILL YOU PERMIT, ENABLE OR ALLOW THE NAME HONEY BEAN COFFEE, LLC, ANY OF HONEY BEAN’S TRADEMARKS, TRADE NAMES, PRODUCT NAMES, OR ANY DERIVATIVES OF ANY OF THE ABOVE LEAD DIRECTLY TO ANY OTHER WEBSITE ON THE INTERNET!

Relationship of parties
The parties to this Agreement are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Members of the Affiliate Program are "independent businesses" and are not considered to be employees or agents of Honey Bean Coffee, LLC. As an independent business, you are in no way authorized to represent or to make claims for or on behalf of Honey Bean, directly or indirectly, written or otherwise expressed, or to bind Honey Bean in any way without the prior written consent of Honey Bean. All advertising, literature, etc. of Honey Bean products must be pre-approved in writing by Honey Bean. We are not responsible for any content or information other than that which is produced by us and then only so long as the same has not been altered or used inappropriately. You will not make any statement, whether on your website or otherwise, that reasonably would contradict anything in this section.

You are responsible for all of your own expenses and all taxes and workers compensation which are payable or required for you to conduct your activities under this Agreement, and you shall indemnity Honey Bean Coffee, LLC accordingly.

Disclaimers
We make no express or implied warranties or representations with respect to the Affiliate network or any Honey Bean products  or accessories sold through the Affiliate networks (except our standard product warranty and our money-back guarantee), including without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage. In addition, we make no representation that the operation of our website will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors.

Website eligibility
We may reject your Application if we determine in our sole discretion that your website is unsuitable for the Affiliate Program. By way of example, websites that contain material that is harmful, threatening, defamatory, obscene, explicit, harassing, or racially, ethically, or otherwise objectionable will be deemed unsuitable. This includes websites that promote explicit materials, violence, discrimination(whether based on sex, religion, nationality, disability, sexual orientation, or age) or illegal activities that infringe or otherwise violate any copyright, trademark, trade name, or other intellectual property rights, or are unsuitable for linking to any Honey Bean website, or which may bring Honey Bean into disrepute.

Website Link for Honey Bean Coffee, LLC
We will be responsible for providing the information necessary to allow you to make appropriate Links to our products and accessories from your website to our website; however, all Links must be approved in writing and in advance by us. We will be solely responsible for processing orders placed on our website by a customer following a Link from your website using your ID Code or Affiliate Link (see Section 2).  Tracking sales statistics will be available to you at a later date. We reserve the right to reject any order. We will be responsible for order entry, payment processing, shipping, cancellations, returns, and customer service related to the purchase.

Promotion of our Affiliate relationship
As an Affiliate, we will make available to you one or more Links for use on your website that , subject to the terms and conditions hereof, you may display on relevant areas of your website. These Links will be made available through our online business building site or by contacting us directly. The Links will serve to identify your website as a member of our Affiliate Program and will establish a link from your website to ours.

Affiliate website responsibilities
You agree that Honey Bean has the right to refuse to sell or allow any of its products to be sold to anyone including anyone who we believe will cause harm to the image of the company or to the image or marketability of our products. If we allow you to promote our products on your website, you agree to abide by the following conditions:

1.       In utilizing the Links, you as an Affiliate, agree that you will cooperate fully with us in order to establish and maintain such Links. In order to permit accurate tracking and reporting, you will be responsible for ensuring that the Links between our website and yours are properly formatted. If you qualify and agree to participate as an Affiliate in our Program, you shall display Links prominently in relevant areas of your website subject to any and all limitations herein and only with our prior written consent.  Honey Bean has the right, based on our sole discretion, to monitor your website at any time to determine if you are in compliance with the terms of this Agreement. You, as an Affiliate, agree not to buy or encourage others to buy Honey Bean products through your links for subsequent resale. Sale of new Honey Bean products on auction sites such as eBay® or similar sites, is strictly prohibited. You agree that Honey Bean, LLC and the name Honey Bean, Honey Bean 's trademarks and trade names, or Honey Bean 's products or product names cannot be used in your URL, title, or meta tags for search engine purposes. You, as an Affiliate, agree that the Links will in no way affect or alter the look, feel, or functionality of our website. Without limiting the foregoing, you are expressly prohibited from framing our website in any manner, including without limitation causing your website's tool bar to appear on our website. You as an Affiliate shall not alter, modify, or expand the Links in any way without our express prior written consent. You recognize that bidding on any of the registered Honey Bean names, trademarks, trade names or product names (or confusingly similar names) on any pay-for-placement search engines including, but not limited to, overture.com®, findwhat.com®, google.comT or Ask Jeeves®, is strictly prohibited. You may not use the term " Honey Bean," any Honey Bean trademark, or trade name any Honey Bean product name, or any similar mark or name in your keyword metatags to display under search engines. Unnecessary or repetitive use of the registered Honey Bean names (or confusingly similar names) on your website is prohibited. You may not utilize, advertise or otherwise promote any Honey Bean promotional code or coupon without first obtaining our written permission.

2.       Your website must clearly state its complete legal name, full address and telephone number on each page.

3.       A portion of commissions earned are intended to reimburse you for costs you may incur in establishing and maintaining your website.

If the above conditions have not been met, we reserve the right to revoke your right to link to our website, or to terminate your involvement in the Affiliate Program, or both.

Obligations regarding your website
You will be solely responsible for the development, operation, and maintenance of your website and for all materials that appear on your website. Such responsibilities include, but are not limited to, the technical operation of your website and all related equipment; the accuracy and propriety of materials and information posted on your website (including but not limited to, all Honey Bean product-related materials); ensuring that materials posted on your website do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. We disclaim all liability for all such matters and for any content on your websites. Further, you will indemnify and hold us harmless for all claims, damages, and expenses, including, but not limited to attorneys' fees, relating to the development, operation, maintenance, and contents of you website. YOU HEREBY AGREE THAT YOUR WEBSITE WILL NOT, IN ANY WAY, COPY OR RESEMBLE THE LOOK AND FEEL OF OUR WEBSITE NOR WILL YOU DO ANYTHING TO CREATE THE IMPRESSION THAT YOUR WEBSITE IS OUR WEBSITE OR PART OF OUR WEBSITE, INCLUDING WITHOUT LIMITATION, FRAMING OUR WEBSITE IN ANY MANNER. YOU ALSO HEREBY AGREE THAT YOUR WEBSITE WILL NOT CONTAIN ANY CONTENT OF OUR WEBSITE OR ANY MATERIALS WHICH ARE PROPRIETARY TO HONEY BEAN, EXCEPT: (A) WITH OUR PRIOR WRITTEN PERMISSION OR (B) IF THE MATERIALS WERE OBTAINED BY YOU VIA THE HONEY BEAN BUSINESS BUILDING SITE IN ACCORDANCE WITH THE PROVISIONS HEREOF OR THE POLICIES OR INSTRUCTIONS THEREIN. YOU FURTHER HEREBY AGREE THAT YOUR DOMAIN NAME OR PAGE ADDRESSES DO NOT CONTAIN THE WORDS HONEY BEAN COFFEE, LLC OR ANY VARIATION THEREOF. YOU FURTHER HEREBY AGREE THAT YOUR WEB PAGES WILL NOT USE HONEY BEAN COFFEE, OR ANY VARIATION THEREOF (e.g. HONEY BEAN) IN KEYWORD META TAGS IN YOUR PAGES' HTML CODE TO AID IN SEARCH ENGINE MARKETING AND RANKINGS.

Licenses and usage of Honey Bean logos and trademarks

1.       We grant you a non-exclusive, non-transferable, revocable right to 1) access our website through the Links solely in accordance with the terms of this Agreement and 2) to use our marks and logos (the "Marks") only in the format that we have provided to you (or such other images or messages for which we grant prior express written permission, hereafter "Pre-approved Images") solely in connection with such Links and only as permitted herein. You may not alter, modify, or change the Marks or Pre-approved Images or message in any way. You are only entitled to use the Marks to the extent that you are a member in good standing of the Affiliate Program. You cannot make any use of any Marks or any Pre-approved Images for purposes other than Links without first submitting a sample to us and obtaining our prior written consent. You agree that you will not in any way dispute, or do anything to impair the validity of, our rights in our Marks or our ownership and right to use and control the use of our Marks. You further agree that all permitted uses of our Marks by you shall inure to our benefit of and on behalf of us and agree that nothing in this Agreement shall give you any right, title or interest in our Marks other than to use the Marks strictly in accordance with this Agreement. You agree not to use the Marks in any manner that is disparaging, portrays us in a negative light or that may adversely affect the goodwill of Honey Bean or its Marks. We may revoke your status at any time by giving you written or verbal notice.

2.       You grant us a non-exclusive license to utilize your names, titles, and logos ("Affiliate Marks") to advertise, market, promote, and/or publicize in any manner, provided however, that we shall not be required to do so. This license shall terminate upon the date of termination of this Agreement.

Representations and warranties

You hereby represent and warrant to Honey Bean as follows:

1.       You will use the Links only as authorized in this Agreement. This Agreement has been duly and validly executed and delivered by you and upon our acceptance of your Affiliate Application constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms. Your execution, delivery, and performance of this Agreement, and your consummation of the transactions contemplated hereby will not, with or without notice, lapse of time, or both, conflict with or violate any provision of law, rule, or regulation to which you are subject, any provision of your governing documents, or any agreement or other instrument applicable to you or binding upon your assets or properties. You are the sole and exclusive owner of the Affiliate Marks and have the right and power to grant us the license to use the Affiliate Marks in the manner contemplated herein, and such grant does not and will not breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. No consent, approval, or authorization of, exemption by, or filing with any governmental authority or third party is required in connection with the execution, delivery, and performance of this Agreement or any other action taken by you under this Agreement.

2.       To the best of your knowledge there is no pending or threatened claim, action, or proceeding against you, or any affiliate of yours with respect to the execution, delivery or performance of this Agreement, or the Affiliate Marks. To the best of your knowledge there is no basis for any such claim, action, or proceeding.

Modification
We reserve the right to modify any terms and conditions contained in this Agreement at any time. A change notice will be posted on our website. Modifications may include, but are not limited to, changes of the scope of available commissions, commission schedules, payment procedures, and Affiliate network rules. If any modification is unacceptable to you, your only recourse and sole remedy is to terminate this Agreement. Your continued participation in the Affiliate network following our posting of a change notice or new agreement on our website will constitute your binding acceptance of the change.

Confidentiality
Each of the parties hereto agrees to keep confidential all information obtained by such party as a result of entering into this Agreement including, without limitation, business and financial information, product designs, customer and vendor lists; and pricing and sales information, concerning us, you, or any of your or our affiliates. Such information shall not be utilized, directly or indirectly by either party for any purpose except as contemplated by this Agreement, or except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to delivery a copy of any such information to any person pursuant to an order issued by any court or administrative agency of competent jurisdiction, or otherwise as required by applicable laws, rules, regulations, or legal processes.

Limitation of liability
WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE NETWORK, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE NETWORK WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

Indemnification
You hereby agree to indemnify and hold harmless Honey Bean and our subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees, any or all of the foregoing hereinafter referred to as "losses") insofar as such losses, or actions in respect thereof, arise from or are based on:

1.       any claim that our use of the Affiliate Marks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, or any failure or breach of any representation, warranty, covenant, or agreement made by you herein, any misuse of our Marks, or

2.       any claim related to your website, including, without limitation, content therein not attributable to Honey Bean.

Independent investigation
You acknowledge that you have read this Agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement, or operate websites that are similar to, or compete with, your website. You have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.

Assignment
You may not assign this Agreement or your rights and obligations hereunder by operation of law or otherwise, without our prior written consent; however, we shall have the right to assign this Agreement, our rights, or any or all of the foregoing hereunder to any of our related or affiliated entities. Subject to that restriction, this Agreement will be binding on, for the benefit of, and enforceable against the parties and their respective successors and assignees.

Waiver of Default
Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right subsequently to enforce such a provision or any other provision of this Agreement.

Governing law
This Agreement will be governed by the laws of the United States and the State of Kentucky, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in federal or state court located in Lexington, Kentucky, and you irrevocably consent to the venue and jurisdiction of such courts.