Last Updated: June 11, 2024

These Honeygain Promotion Agreement Terms (“Terms”), together with an executed Honeygain Promotion Agreement Purchase Order Form (“Order Form”) constitute a legally binding Honeygain Promotion Agreement (“Agreement”) between Honeygain, UAB (“Honeygain”) and the person or company whose information was set out in the executed Order Form (“Provider”).

Pursuant to the terms of the Agreement, Provider shall be providing Honeygain with marketing or promotion services specified within the Order Form (“Services”).

This Agreement becomes effective between Honeygain and Provider as of the date set out in the Order Form.

Amendment of Terms

Honeygain reserves the right to amend this Agreement at any time. If the Agreement is amended, Honeygain will immediately post the amended version on the website. The amended Agreement becomes active and binding once published.

If Honeygain changes this Agreement in a way that’s significant in terms of the parties’ relations or obligations, it will endeavor to inform its users of these changes in advance by email. The amendment will become effective within 7 days of such notice. 

Termination; Effect of Termination

In the event of a material breach of this Agreement, either party may terminate this Agreement immediately without notice or cure period, without liability to the other party. If Honeygain terminates the Agreement for material breach and Honeygain has pre-paid any fees under this Agreement, Provider will refund to Honeygain all fees paid until the date of such termination. If the parties contemplate any provision to survive any termination or expiration of this Agreement, such provision shall survive such termination or expiration.

Reports

After the first and the second week of the Episode airing Provider shall provide Honeygain statistics on the total number of impressions (views) the Episode has accumulated to that date. These statistics will  include geographic and demographic data.

No Assignment or Resale of Ad Space 

Neither party may resell, assign, or transfer any of its rights hereunder. Any attempt by either party to resell, assign or transfer such rights shall result in immediate and automatic termination of this Agreement.

Intellectual Property Rights

Neither party will acquire any ownership interest in each other’s intellectual property. Advertisements remain the property of the Provider. Provider shall have the right to place Provider’s logo, trade name and trademark on any advertising from Honeygain and to otherwise use such items in connection with the purposes of this Agreement only, including the use of Provider’s name in media kits or advertising literature if such use is approved by the Provider.

Indemnity

Honeygain represents and warrants to Provider, that Honeygain holds all necessary rights to permit the use of the advertisement by Provider for the purpose of this Agreement; and that the use, reproduction, distribution, transmission or display of advertisement, any data regarding users, and any material to which users can link, or any products or services made available to users, through the advertisement will not: (a) violate any criminal laws or any rights of any third parties or (b) contain any material that is unlawful or otherwise objectionable, including without limitation any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law. HONEYGAIN AGREES TO INDEMNIFY, DEFEND AND HOLD PROVIDER HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, DAMAGES, CLAIMS OR CAUSES OF ACTION, INCLUDING REASONABLE LEGAL FEES AND EXPENSES, ARISING OUT OF OR RELATED TO (I) ANY THIRD-PARTY CLAIM OF PROVIDER’S BREACH OF ANY OF THE FOREGOING REPRESENTATIONS AND WARRANTIES, OR (II) ANY THIRD-PARTY CLAIM ARISING FROM USE OF OR ACCESS TO THE ADVERTISEMENT UNDER THIS AGREEMENT OR ANY MATERIAL TO WHICH USERS CAN LINK, OR ANY PRODUCTS OR SERVICES MADE AVAILABLE TO USERS, THROUGH THE ADVERTISEMENT UNDER THIS AGREEMENT. HONEYGAIN’S INDEMNITY OBLIGATIONS SET OUR IN THIS SECTION SHALL BE LIMITED TO THE FEES PAID BY HONEYGAIN TO PROVIDER DURING THE LAST 12 MONTHS PRECEDING THE CLAIM GIVING RISE TO ANY SUCH INDEMNIFIABLE LIABILITY. 

Provider represents and warrants that: (i) the Services and related content will be original and will not infringe upon any copyright, patent, trademark, right of publicity or privacy, or any other proprietary or other right of third party; (ii) the Services shall be provided with due care and highest quality according to the industry standards; (iii) Provider will not commit any act which brings Honeygain into a public disrepute, contempt, scandal, or ridicule, or which insults or offends the general community to which Provider’s advertising materials are directed, or which might tend to harm Honeygain or its’ products or services including, without limitation, disparaging the Provider, or its’ products or services; (iv) in providing the Services, Provider will comply with all applicable federal, state and local laws and regulations.

PROVIDER AGREES TO INDEMNIFY, DEFEND AND HOLD HONEYGAIN HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, DAMAGES, CLAIMS OR CAUSES OF ACTION, INCLUDING REASONABLE LEGAL FEES AND EXPENSES, ARISING OUT OF OR RELATED TO (I) PROVIDER’S BREACH OF ANY OF ITS REPRESENTATIONS AND/OR WARRANTIES HEREUNDER, (II) PROVIDER’S USE OF THIRD PARTY PRODUCTS OR CONTENT IN PROVIDING THE SERVICES; AND (III) PROVIDER’S NEGLIGENCE OR WILLFUL MISCONDUCT.

Limitation of Liability

EXCEPT IF OTHERWISE PROVIDED IN THE AGREEMENT, IN THE EVENT THAT PROVIDER FAILS TO PUBLISH AN ADVERTISEMENT IN ACCORDANCE WITH THE SCHEDULE PROVIDED IN THE AGREEMENT, OR IN THE EVENT OF ANY OTHER FAILURE, TECHNICAL OR OTHERWISE OF SUCH ADVERTISEMENT TO APPEAR AS PROVIDED IN THE AGREEMENT, THE SOLE LIABILITY OF PROVIDER AND EXCLUSIVE REMEDY OF HONEYGAIN SHALL BE LIMITED TO PLACEMENT OF THE ADVERTISEMENT AT A LATER TIME IN A COMPARABLE POSITION UNTIL THE TOTAL ADVERTISING TIME IS DELIVERED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY ACT OR OMISSION, OR ANY EVENT DIRECTLY OR INDIRECTLY RESULTING FROM ANY ACT OR OMISSION, OF THIRD PARTIES (IF ANY). IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, PROVIDERIAL, LOST PROFITS, LOST SALES, INDIRECT OR OTHER DAMAGES WHETHER BASED ON CONTRACT, TORT OR OTHERWISE. BOTH PARTIES’ AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIMS IS LIMITED TO (I) THE AMOUNT RECEIVED BY PROVIDER FROM HONEYGAIN FOR SERVICES PROVIDED DURING THE LAST 12 MONTHS PRECEDING THE CLAIM GIVING RISE TO THE LIABILITY  OR TO (II) $5,000.00 (FIVE THOUSAND USD), WHICHEVER IS GREATER.

Confidentiality

“Confidential Information” shall mean (i) any Provider or Honeygain information that shall be deemed either party’s Confidential Information; and/or (ii) any information designated in writing, or identified orally at time of disclosure, by the disclosing party as “confidential” or “proprietary.”; and/or (iii) any information that, under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary. During the term of this Agreement, and for a period of two years following this term, neither party will use or disclose any Confidential Information of the other party except for the purposes of fulfilling their obligations under the Agreement. The foregoing restriction does not apply to information that: (i) has been independently developed by the receiving party without access to the other party’s Confidential Information; (ii) has become publicly known through no breach of this section by the receiving party; (iii) has been rightfully received from a third party authorized to make such disclosure; (iv) has been approved for release in writing by the disclosing party; or (v) is required to be disclosed by a competent legal or governmental authority, provided the disclosing party gives reasonable notice (to the extent permitted) to the other party so the other party can seek to limit or prevent such disclosure. At the request of the disclosing party, at any time, the receiving party shall return all of the disclosing party’s Confidential Information to the disclosing party.

Jurisdiction and Governing Law

This Agreement shall be governed and interpreted in accordance with the laws of the Republic of Lithuania. Any dispute between the parties shall primarily be resolved through mutual negotiations. If agreement cannot be reached in these negotiations, the parties agree that any dispute, controversy, or claim arising out of or relating to this Agreement, its breach, termination, or validity shall be finally settled by the Lithuanian courts. The provisions of this Agreement relating to payment of any fees or other amounts owed, indemnification, confidentiality, limitations of liability and intellectual property shall survive any termination or expiration of this Agreement. 

Force Majeure

Neither Provider nor Honeygain shall be liable to the other for any failure or delay in its performance due to any cause beyond its control, including acts of war, acts of God, earthquake, riot, sabotage, labor shortage or dispute, Internet interruption, government acts, or any other condition affecting production or delivery in any manner beyond the control of Provider.

Miscellaneous

This Agreement constitutes and contains the entire agreement between the parties with Provider to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements. Each party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein. 

In case of any discrepancies between the terms set out in these Terms and the terms set out in the Order Form, the terms established within the Order Form shall govern.