This Commission Program Operating Agreement “Operating Agreement” contains the terms and conditions that govern your participation in the Honey & Chrome Commission Program (the “Program”). “We”, “us”, or “our” means Honey & Chrome or any of its affiliate companies. “You” or “your” means the applicant. “Honey & Chrome” means honeyandchrome.com.
BY CHECKING THE BOX INDICATING THAT YOU AGREE TO THE TERMS AND CONDITIONS OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON HONEYANDCHROME.COM, YOU (A) AGREE TO BE BOUND BY THIS OPERATING AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS OPERATING AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS OPERATING AGREEMENT. IN ADDITION, IF THIS OPERATING AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS OPERATING AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS OPERATING AGREEMENT.
1. Program Description
The purpose of the Program is to permit you to sell and advertise Products personally and through your account and to earn commission fees for Qualifying Purchases (defined in Section 6) made by your end clients/users. A “Product” is any item sold on or through the Honey & Chrome website. In order to facilitate your advertisement of Products, we may make available to you; data, images, text, link formats, widgets, links, and other linking tools, and other information in connection with the Program ("Content"). Content specifically excludes any data, images, text, or other information or content relating to products offered on any website other than Honey & Chrome.
To register or join, you must create an account and provide us your accurate personal information. Honey & Chrome reserves the right to refuse the participation of any person or entity in the commission program at their sole discretion. We do our best to validate that all account holders are licensed cosmetologists, beauticians or hair stylists in their respective jurisdictions. Upon registration you will accept or create a unique Stylist Referral Code which will be used to identify all Qualifying Purchases as defined in Section 6.
3. Linking your site or social media accounts.
We allow all participants to link to their site or social media accounts for the purposes of promoting themselves, informing clientele, selling product and any other reasonable purpose. Honey & Chrome will immediately disable any account that is linked to inappropriate sites or social media accounts.
4. Program Requirements
By participating in the Program, you agree that you will comply with this Operating Agreement and you will provide us with any information that we request to verify your compliance with this Operating Agreement. You agree to receive emails and at times phone calls or text messages if necessary, to inform you of important information pertaining to your account. You must be at least (18) years of age to participate in the Program. Federal income tax laws require us to obtain a 1099 form from any Program participant who or entity which exceeds $600usd in commission fee payments for a single tax year. We may withhold commission payments that exceed $600usd in a single tax year if we are not provided a completed 1099 form from the person or entity participating in the Program.
5. Order Processing
We will process product orders from your account or placed by customers who use your Stylist Referral Code at Honey & Chrome. We reserve the right to reject orders that do not comply with any requirements on the Honey & Chrome site, as they may be updated from time to time. We will track Qualifying Purchases (defined in Section 6) for reporting and fee accrual purposes and will make available to you reports summarizing those Qualifying Purchases and associated commission fees within your account.
Qualifying Purchases from a past customer will be permanently terminated as Qualiffying Purchases, and no commission will be paid, if said customer inputs a new Stylist Referral Code for a purchase.
6. Commission Fees
Commission fees are based on the price of the Product at the time of purchase; discounts or special offers will reduce the Product price and resulting commission fees. Taxes and shipping fees/costs are not included in the Product price and will not be added for commission fees. We will deduct taxes and shipping fees/costs from the purchase price before applying the commisison percentage to the total Product price.
All Qualifying Purchases will receive a 35% commission fee. We reserve the right raise or lower the commission fee percentage but will not do either without notifying you via email.
We will pay you commission fees on Qualifying Purchases in accordance with this section (6). Subject to the exclusions set forth below, a “Qualifying Purchase” occurs when (a) a customer purchases through the Honey & Chrome Site within your account; the My Shop store; (b) a customer inputs your Stylist Referral Code and purchases through the Honey & Chrome Site; (c) a customer signs-in and/or is identified by our system as your customer and purchases through the Honey & Chrome Site; (d) a customer clicks through a Special Link sent to them via email, social media post or text message (SMS) and purchases through the Honey & Chrome Site and the Product is shipped and paid for by the customer. A "Session" begins when a customer arrives at the Honey & Chrome Site and ends upon the first of the following to occur: (a) 24 hours elapses from that arrival; (b) the customer places an order for a Product(s).
Qualifying Purchases exclude, and we will not pay commission fees, on any of the following:
- any Product purchased after termination of this Operating Agreement; and
- any Product order that is canceled or returned; and
- any Product purchased in the Backbar; and
- any Product purchased by a customer who was linked to the Honey & Chrome Site through any of the following:
- a paid advertisement on search engines, such as but not limited to Google, Bing, etc.
- a paid advertisement on or in any website, magazine, video ad or other media.
7. Commission Fee Payment
We will pay commission fees on a weekly or monthly basis for Qualifying Purchases shipped in a given month, subject to any applicable withholding or deduction described below. If you have not selected one of the payment methods below, we will withhold any unpaid accrued commission fees until you have done so. If you have not requested a commission payment for a period of two (2) years from the date of your last Qualifying Purchase the funds in your commission account will be forfeited to the Company. Further, any unpaid accrued commission fees in your account may be subject to escheatment under state law.
(a) Payment by Check: monthly. If you select payment by check, we will send you a check in the amount of the commission fees you earned. We charge a 3% shipping and handling fee for each check mailed. We may be obligated by law to obtain tax information (Form 1099) from you if you are a U.S. citizen, U.S. resident, or U.S. corporation, or if your business is otherwise taxable in the U.S. If we request tax information from you and you do not provide it to us, we may (in addition to any other rights or remedies available to us) withhold your commission fees until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.
(b) Payment by PayPal™: weekly. If you select payment by PayPal™, we will directly deposit the commission fees you earn into the PayPal™ account you designate minus a 1% transfer fee. If you select this method of payment, you must provide us with the PayPal™ account email address and the name of the primary account holder as it appears on the account. If you have chosen payment by PayPal™ and you do not provide this information, or it is not valid (e.g., the account has been closed or changed) then you will instead receive payment by check and be subject to the 3% shipping and handling fee described above until you provide valid account information. We may be obligated by law to obtain tax information (Form 1099) from you if you are a U.S. citizen, U.S. resident, or U.S. corporation, or if your business is otherwise taxable in the U.S. If we request tax information from you and you do not provide it to us, we may (in addition to any other rights or remedies available to us) withhold your commission fees until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.
(c) Payment by Direct Deposit (currently not available): weekly. If you select payment by Direct Deposit, we will directly deposit the commission fees you earn into the bank account you designate minus a 1% transfer fee. If you select this method of payment, you must provide us with the bank name, routing number, account number and the name of the primary account holder as it appears on the account. If you have chosen payment by Direct Deposit and you do not provide this information, or it is not valid (e.g., the account has been closed or changed) then you will instead receive payment by check and be subject to the 3% shipping and handling fee described above until you provide valid account information. We may be obligated by law to obtain tax information (Form 1099) from you if you are a U.S. citizen, U.S. resident, or U.S. corporation, or if your business is otherwise taxable in the U.S. If we request tax information from you and you do not provide it to us, we may (in addition to any other rights or remedies available to us) withhold your commission fees until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.
8. Policies and Pricing
Customers who buy products through this Program are our customers with respect to all activities they undertake in connection with the Honey & Chrome. Accordingly, as between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the Honey & Chrome site will apply to those customers, and we may change them at any time.
9. Compliance with Laws
In connection with your participation in the Program you will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you, including laws (federal, state, or otherwise) that govern marketing email (e.g., the CAN-SPAM Act of 2003).
10. Term and Termination
The term of this Operating Agreement will begin upon your acceptance of the Terms and Conditions agreement and will end when terminated by either you or us. Either you or we may terminate this Operating Agreement at any time, with or without cause, by giving the other party email notice of termination. We may withhold accrued unpaid commission fees for a reasonable period of time following termination to ensure that the correct amount is paid (e.g., to account for any cancellations or returns). We will terminate your account immdiately if you are found to have listed any Honey & Chrome products for sale on Amazon, eBay or similar websites.
We may modify any of the terms and conditions contained in this Operating Agreement (and any Operational Documentation) at any time and in our sole discretion by posting a change notice, revised agreement, or revised Operational Documentation on honeyandchrome.com. Modifications may include, for example, changes to the Commission Fee Schedule, payment procedures, and other Program requirements. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS OPERATING AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON HONEYANDCHROME.COM WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
12. Relationship of Parties
You and we are independent contractors, and nothing in this Operating Agreement or the Operational Documentation will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf. You will not make any statement, whether on your site, social media or otherwise, that contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Operating Agreement, you will be deemed to have taken the action yourself.
13. Limitation of Liability
WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAM, OPERATIONAL DOCUMENTATION, THE HONEY & CHROME SITE, OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAM, THE HONEY & CHROME SITE, AND THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL COMMISSION FEES PAID OR PAYABLE TO YOU UNDER THIS OPERATING AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.
THE PROGRAM, THE HONEY & CHROME SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE HONEY & CHROME SITE, ANY SPECIAL LINKS, LINK FORMATS, OPERATIONAL DOCUMENTATION, CONTENT, HONEYANDCHROME.COM DOMAIN NAME OUR AND OUR AFFILIATES’ TRADEMARKS AND LOGOS (INCLUDING THE HONEY & CHROME MARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE "SERVICE OFFERINGS") ARE PROVIDED "AS IS." NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM, CONTENT, OPERATIONAL DOCUMENTATION, THE HONEY & CHROME SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS OPERATING AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (i) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (ii) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS OPERATING AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, OR (iii) ANY TERMINATION OF THIS OPERATING AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.
Any dispute relating in any way to the Program or this Operating Agreement will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law and the laws of the state of Nevada, without regard to principles of conflict of laws, will govern this Operating Agreement and any dispute of any sort that might arise between you and us. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of this Operating Agreement as a court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, Honey & Chrome, Attn: Registered Agent, 2480 N. Decatur Blvd. Suite 110, Las Vegas, NV 89108. The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. We will reimburse those fees for claims totaling less than $2,500 unless the arbitrator determines the claims are frivolous. Likewise, we will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights. Notwithstanding anything to the contrary in this Operating Agreement, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.
You acknowledge and agree that we and our affiliates may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Operating Agreement. You may not assign this Operating Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Operating Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Operating Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Operating Agreement.