Last Updated: June 6, 2022

Thank you for participating in the Hone Ambassador Program! To be eligible to participate as a Hone Ambassador, you must review and accept this Hone Ambassador Agreement (this “Agreement”) by clicking on the “Submit” button or other mechanism provided.  PLEASE REVIEW THESE TERMS CAREFULLY. BY ACCEPTING THIS AGREEMENT OR PARTICIPATING IN THE HONE AMBASSADOR PROGRAM, YOU AGREE TO THESE TERMS AND CONDITIONS WITH HONE GROUP, INC. (“HONE” OR “WE”).  IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT CLICK THE “SUBMIT” BUTTON AND YOU SHOULD NOT PARTICIPATE IN THE HONE AMBASSADOR PROGRAM.

If you are registering as a Hone ambassador in your individual capacity, then references to “Ambassador” or “you” herein refer to you. If you are registering as a Hone ambassador on behalf of an entity or other organization, you are agreeing to this Agreement for that entity or organization and representing to Hone that you have the authority to bind that entity or organization to this Agreement (and, in which case, references to “Ambassador” or “you” herein refer to that entity or organization).

Recitals

Hone Group operates a web-based training platform that offers live training programs and education courses. (the “Solution”). As part of its business operations, Ambassador routinely engages with third parties who may be interested in licensing the Solution. In consideration of the mutual promises contained in this Agreement, the parties agree as follows:

1. Enrollment

To enroll in the ambassador program, you must submit an ambassador application form to Hone and be approved. Applicants will be notified of their acceptance status as soon as possible after their information is reviewed.

2. Referral Fee

a) Initial License Term. Subject and pursuant to the terms of this Agreement, Hone Group agrees to pay Ambassador a fee equal to ten percent (10%) of the Total Net Revenue which Hone Group receives during the initial license term only, (the “Initial Referral Fee“) in connection with the licensing of the Solution to any third party referred to Hone Group by Ambassador and accepted by Hone Group (a “Prospect”). 

b) Renewal License Term. If Ambassador earns an Initial Referral Fee for a Prospect then Hone Group may invite Ambassador to support renewal sales efforts for such Prospect. In this case, if Hone Group determines in its sole discretion that Ambassador has supported Hone Group’s renewal sales efforts for such Prospect, then Hone Group agrees to pay Ambassador a fee equal to five percent (5%) of the Total Net Revenue which Hone Group receives during the renewal term  (the “Renewal Referral Fee“) in connection with the renewal licensing of the Solution to that Prospect.  

c) Definitions. 

“Referral Fee” means the Initial Referral Fee and the Renewal Referral Fee. 

“Total Net Revenue” means  the total payment Hone Group is owed and actually receives from Prospect in connection with the licensing of the Solution excluding any applicable sales or value-added taxes, national, state and local taxes, interest, or credits pertaining to such sales. 

d) Payment Contingencies. Payment of a Referral Fee shall be strictly contingent upon the following conditions: (i) Hone Group’s written acceptance of the Prospect referred by Ambassador; (ii) Hone Group and Prospect entering into a binding agreement with Prospect for the licensing of the Solution which is not the result of Independent Solicitation as that term is hereafter defined (hereafter, “Purchase Order”); and (iii) Hone Group’s receipt of the entire amount due from Prospect under the Purchase Order. 

e) Payment Terms. Hone Group shall pay the Referral Fee owed not later than forty-five (45) days following receipt of full payment from Prospect under the Purchase Order. Ambassador agrees that the Referral Fee is its full, entire and complete compensation for all services provided under this Agreement.

Subject and pursuant to the terms of this Agreement, Hone Group agrees to pay Ambassador a fee equal to ten percent (10%) of the Total Net Revenue which Hone Group receives (the “Referral Fee“) in connection with the licensing of the Solution to any third party referred to Hone Group by Ambassador (hereafter, “Prospect”). As used in this Agreement, “Total Net Revenue” shall mean and refer to the total payment Hone Group is owed and actually receives from Prospect in connection with the licensing of the Solution excluding any applicable sales or value-added taxes, national, state and local taxes, interest, or credits pertaining to such sales. For clarity, Total Net Revenue includes payments received by Hone Group from Prospect for the initial license term only, excluding any renewal term.

Payment of a Referral Fee shall be strictly contingent upon the following conditions: (i) Hone Group’s written acceptance of the Prospect referred by Ambassador; (ii) Hone Group and Prospect entering into a binding agreement with Prospect for the licensing of the Solution which is not the result of Independent Solicitation as that term is hereafter defined (hereafter, “Purchase Order”); and (iii) Hone Group’s receipt of the entire amount due from Prospect under the Purchase Order. Hone Group shall pay the Referral Fee owed no later than forty-five (45) days following the Prospect signing and entering contract of the initial Purchase Order. Ambassador agrees that the Referral Fee is its full, entire and complete compensation for all services provided under this Agreement.

3. Submitting Referrals

With each referral, Ambassador shall furnish Hone Group with the following information: (i) the Prospect’s name and contact information; (ii) Ambassador’s name and contact information; and (iii) a brief description of the opportunity or Prospect’s interest (hereafter, the “Referral Information”). Ambassadors submit leads directly to Hone through the Ambassador Program dashboard.

“Personal Data” means any information provided by Ambassador under this Agreement used to identify a specific natural person, either alone or when combined with other information that is linkable to a specific natural person. Personal Data also includes other information about a specific natural person where the data protection laws in effect in the region where such person resides define this information as Personal Data. Ambassador must: (i) provide Personal Data in accordance with applicable laws and its own privacy notice and (ii) obtain any required consents directly from the data subject.

Hone Group shall have the unconditional right to reject any Prospect for any reason or for no reason and without any obligation or liability to Ambassador for any Referral Fee or other such compensation or reimbursement whatsoever. In addition, Hone Group shall have no obligation or liability whatsoever under this Agreement or otherwise to pay Ambassador any Referral Fee or other such compensation in connection with any licensing at any time of the Solution to any Prospect which Hone Group has rejected. 

4. Customer Relationship

Customers who purchase products and services through the Hone Ambassador Program will be deemed to be customers of Hone. Accordingly, all rules, policies, and operating procedures concerning customer licenses and services will apply to those customers, and customers shall enter into a separate contractual relationship with Hone for Hone’s services. We may change our policies, pricing structure and/or operating procedures at any time and at our sole discretion.

5. Term and Termination

The term of this Agreement will begin when you accept and will end when terminated by either party. Either Hone or Ambassador may terminate this Agreement at any time, with or without cause, upon written notice to the other (which notice may be sent by email (1) in the case of notices from Hone to you, to the email address associated with your account, or (2) in the case of notices from you to Hone, to [email protected]). Upon the termination of this Agreement for any reason, all licenses granted hereunder shall immediately terminate and you will immediately cease use of, and remove from all of Ambassador’s sites, all links to the Hone websites, and all Hone trademarks and logos, other Hone marks and all other materials provided in connection with this Agreement. Termination results in the immediate closure of the Ambassador’s account and, if Ambassador breaches any term or condition of this Agreement, the loss of all rights regarding referrals and the forfeiture of any unpaid commissions. In addition, upon termination, all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including terms and conditions relating to intellectual property rights and confidentiality, disclaimers, indemnification, limitations of liability and termination, arbitration, class action waivers and the miscellaneous provisions below.

6. Independent Solicitations

Ambassador understands that this is a non-exclusive Agreement and that Hone Group, on its own behalf and through the efforts of others, will continue to solicit prospective purchasers for its Product (hereafter, “Independent Solicitations”). Ambassador agrees that Hone Group shall have no liability or obligation to it for any Referral Fees under this Agreement or otherwise in connection with any licensing of the Solution to any customer (including any Prospect) which is the result of Independent Solicitation. 

7. Parties’ Relationship; Program Guide

No partnership, joint venture, agency, or employment relationship shall be, or is intended to be, created by this Agreement. Ambassador is, and will at all times act as, an independent contractor under this Agreement. Neither party shall have the right to obligate or bind the other party in any manner to any third party. All persons employed by Ambassador, and all compensation owed to them arising out of any Referral Fee due under this Agreement shall be the sole and exclusive responsibility and obligation of Ambassador.

8. Permitted Usage

Our name and logo, and all related names, logos, product and service names, designs, and slogans are the property of Hone or its corporate ambassadors or licensors. You must not use such marks without the prior written permission of Hone.

If Hone objects to the manner in which Ambassador displays a link to Hone or any other content relating to Hone or its software or services, Ambassador will remedy the issue in the manner requested by Hone as soon as reasonably practicable. All use of Hone’s name or its other trademarks will inure to the sole benefit of Hone

9. Prohibited Usage

Ambassador agrees to the following covenants, and any violation thereof is grounds for immediate termination of this Agreement by Hone.  Ambassador will not, directly or indirectly:

• Use the term “Hone” in any variation in its site URL (e.g., honehq.net, honetraining.com, honedeals.com, hone.training.com, etc);
• promote coupons that were not provided to Ambassador by Hone;
• host or promote “coupon stacking” sites where customers may combine coupons to receive additional discounts;
• use any advertising platform (e.g., Facebook ads, Google adwords, etc.) in connection with any of Ambassador’s activities related to this Agreement or the Hone Ambassador Program – Ambassador must use only word of mouth or its own media (e.g., Ambassador’s YouTube channel, website blogs, etc.) to generate referrals hereunder;
• in connection with its activities hereunder, (i) violate or infringe any common law or statutory rights of any person or other entity (including, without limitation, proprietary rights, copyright rights, trademark, service mark or patent rights, or any rights of privacy or publicity); (ii) violate any law, rule or regulation; (iii) use any material or information that is obscene, pornographic, libelous, defamatory, slanderous; or (iv) use any false or deceptive material, or otherwise engage in any consumer or other fraud

10. Hone Anti-Spam Policy

Ambassador will not use spam e-mail or other forms of Internet abuse (including spamming forums, blogs, twitter, facebook and other social media outlets) to seek referrals. Spam includes, but is not limited to, the following:

• Electronic mail messages addressed to a recipient with whom the sender does not have an existing business or personal relationship or is not sent at the request of, or with the express consent of, the recipient through an opt in subscription; 
• Messages posted to Usenet, forums, Twitter, Facebook and message boards that are off-topic (unrelated to the topic of discussion), cross-posted to unrelated newsgroups, posted in excessive volume, or posted against forum/message board rules.
• Content posted on free blog websites for the sole purpose of keyword spamming, or comments posted to legitimate blogs that violate the comment policy of the blog owner.
• Solicitations posted to chat rooms, or to groups or individuals via Internet Relay Chat or “Instant Messaging” system;
• Certain off-line activities that are similar to spam, including distributing flyers or leaflets on private property or where prohibited by applicable rules, regulations, or laws.
• Ambassador will perform its activities hereunder in compliance with all applicable laws (including the CAN-SPAM Act of 2003) and any other Federal Trade Commission laws or regulations, and 
• Ambassador will only send emails containing a Link or message regarding Hone’s products and services to person(s) who have been previously contacted and who consented to the fact that Ambassador will be sending an e-mail containing such information

Hone may investigate any Ambassador conduct and, at its sole discretion and with or without cause or prior notice, terminate this Agreement.  In addition, Ambassador will indemnify and hold harmless Hone against any liability arising from Ambassador’s breach of any obligation, representation or warranty of Ambassador under this Agreement.

If you wish to report a violation of our Anti-Spam Policy, please forward all relevant evidence to our customer service department at [email protected]

11. Disclosure of Ambassador Relationship

It is the sole responsibility of the Ambassador to disclose the nature of their relationship with Hone to any customers and Ambassador shall indemnify and hold harmless Hone against any liability arising from Ambassador’s lack of proper disclosure to an actual or potential customer.

12  Limitation of Liability; Exclusions

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR INDIRECT DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, REGARDLESS OF HOW SUCH LOSSES OR DAMAGES ARE CHARACTERIZED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  IN NO EVENT SHALL EITHER PARTY’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY HONE GROUP TO AMBASSADOR UNDER THIS AGREEMENT IN THE PRIOR TWELVE MONTHS. NOTWITHSTANDING ANY OF THE FORGOING, THE LIABILITY CAPS DESCRIBED IN THIS SECTION SHALL NOT APPLY WITH RESPECT TO ANY FRAUD, INTENTIONAL MISREPRESENTATIONS OR GROSS NEGLIGENCE.

13. Disclaimers

HONE HEREBY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, INCLUDING THE HONE SITE AND PRODUCTS, ANY LINKS, THE AMBASSADOR PROGRAM OR AN AMBASSADOR’S POTENTIAL TO EARN INCOME FROM THE AMBASSADOR PROGRAM, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND/OR WARRANTIES ARISING FROM ANY COURSE OF DEALING OR COURSE OF PERFORMANCE. 

HONE WILL MAKE REASONABLE EFFORTS TO TRACK AND PAY COMMISSIONS TO AMBASSADOR. HOWEVER, HONE IS NOT RESPONSIBLE FOR TECHNICAL PROBLEMS, ACTS BY THIRD PARTIES, OR OTHER INACCURACIES OR EVENTS OUTSIDE HONE’S REASONABLE CONTROL.

14. Proprietary Information

Ambassador acknowledges that, in connection with this Agreement or the Ambassador Program, it may obtain business, technical or financial information relating to Hone (“Proprietary Information”).  Ambassador and its employees and agents shall, at all times, both during the term of this Agreement and after its termination, keep in trust and confidence all such Proprietary Information, and shall not use such Proprietary Information other than in the course of its duties as expressly provided in this Agreement; nor shall Ambassador or its employees or agents disclose any such Proprietary Information to any person without Hone’s prior written consent.  Ambassador shall not be bound by this Section with respect to information it can document has entered (or later enters) the public domain as a result of no act or omission of Ambassador, or is lawfully received by Ambassador from third parties without restriction and without breach of any duty of nondisclosure by any such third party.

15. Applicable Law, Jurisdiction

This Agreement and the rights and obligations of the parties hereunder will be exclusively governed by, and construed in accordance with, the laws of the State of California, USA, without regard to  any law or conflicts of law principles which would otherwise require a jurisdiction other than the State of California. In such case, the sole and exclusive personal jurisdiction and venue for any legal proceedings in connection with this Agreement shall be in the California State Courts located in Santa Clara County and the U.S. District Court for the Northern District of California. The Parties waive any objections related to such jurisdictions and venues. 

16. Agreement to Arbitrate; Class Action Waiver

You and Hone agree to resolve any dispute arising under this Agreement by binding arbitration in Santa Clara County, California, or in another location that both parties agree to. This applies to all claims under any legal theory, unless the claim fits in one of the exceptions below. It also applies even after termination of this Agreement. If the parties have a dispute about whether this agreement to arbitrate can be enforced or applies to such dispute, the parties agree that the arbitrator will decide that too.

You and Hone agree that the parties will go to court to resolve disputes relating to your or Hone’s intellectual property (e.g., trademarks, trade dress, domain names, trade secrets, copyrights or patents). Also, either party can bring a claim in small claims court either in Santa Clara County, California, or the county where you live, or some other place both parties agree on, if it qualifies to be brought in that court.  In addition, if either party brings a claim in court that should be arbitrated or either party refuses to arbitrate a claim that should be arbitrated, the other party can ask a court to force the parties to go to arbitration to resolve the claim (i.e., compel arbitration). Either party may also ask a court to halt a court proceeding while an arbitration proceeding is ongoing.

Prior to filing any arbitration, both parties jointly agree to seek to resolve any dispute between the parties by mediation conducted by the American Arbitration Association (“AAA”), with all mediator fees and expenses paid equally by the parties. If mediation is not successful, either party may initiate an arbitration proceeding with AAA. You can look at AAA’s rules and procedures on their website http://www.adr.org or you can call them at 1-800-778-7879.  The arbitration will be governed by the then-current version of AAA’s Commercial Arbitration Rules (the “Rules”) and will be held with a single arbitrator appointed in accordance with the Rules. To the extent anything described in this agreement to arbitrate conflicts with the Rules, the language of this agreement to arbitrate applies.

Each party will be entitled to get a copy of non-privileged relevant documents in the possession or control of the other party and to take a reasonable number of depositions. All such discovery will be in accordance with procedures approved by the arbitrator. This agreement to arbitrate does not alter in any way the statute of limitations that would apply to any claims or counterclaims asserted by either party.

The arbitrator’s award will be based on the evidence admitted and the substantive law of the State of California and the United States, as applicable, and will contain an award for each issue and counterclaim. The award will provide in writing the factual findings and legal reasoning for such award. The arbitrator will not be entitled to modify this Agreement.

Except as provided in the Federal Arbitration Act, the arbitration award will be final and binding on the parties.  Judgment may be entered in any court of competent jurisdiction.

17. Assignment

Ambassador shall not assign this Agreement to any third party and any attempted assignment shall be null and void for all purposes.

18. Modification

We may modify any of the terms and conditions within this Agreement at any time and at our sole discretion. These modifications may include without limitation changes in the scope of available referral fees, fee schedules, payment procedures and program rules. If any of the modifications are unacceptable to you, your only recourse is to terminate this Agreement. If you continue participation in the program, it will be considered as your acceptance of the modifications. Subject to the foregoing, no amendment or modification to this Agreement, nor any waiver of any rights hereunder, will be effective unless assented to in writing by both parties.

19. General Provisions

Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. This Agreement contains the entire understanding of the parties regarding its subject matter and can only be modified or waived by a subsequent written agreement signed by both parties.

If any of the provisions of this Agreement are determined by a court to be unenforceable, they shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.

By signing up with the Hone Ambassador Program, you acknowledge that you have read this agreement and agree to all its terms and conditions. You have independently evaluated this program and are not relying on any representation, guarantee or statement other than as set forth in this agreement.